Independent
Tenure on this board
7.1 yrs
3 nominees · 3 ballot items.
Stockholders will vote on the election of three Class I directors, advisory approval of named executive officer compensation, and ratification of BDO USA, P.C. as the independent registered public accounting firm for fiscal year 2027.
Elect Tamara N. Bohlig, Nicholas A. Mosich, and Edward J. Ratinoff as Class I directors, each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders and until a successor is elected and qualified.
Approve, on a non-binding and advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement, including the Summary Compensation Table, Compensation Discussion and Analysis, and related tables and disclosures.
The proposal asks stockholders to approve, on a non-binding and advisory basis, the compensation paid to Axos Financial’s Named Executive Officers. It is the Company’s annual say-on-pay vote under Section 14A of the Exchange Act and is directed at the overall compensation program rather than any single compensation element. Management states that the program is designed to attract, motivate, and retain executives who are important to the Company’s long-term success as a financial institution. The program emphasizes pay for performance through annual cash incentives, performance-based restricted stock units, and substantial alignment with long-term stockholder value. The CEO’s compensation is particularly formulaic, with cash incentives tied to return on average common equity and equity awards tied to total shareholder return relative to the ABA NASDAQ Community Bank Total Return Index. The Company reports strong fiscal 2026 performance, including more than $490 million of net income, 16.32% return on equity, 17.9% deposit growth, and 21.6% growth in total net loans. Management also highlights that 94.1% of the CEO’s fiscal 2026 compensation and 71.4% of average NEO compensation was performance based. The Compensation Committee considered stockholder feedback and engagement, including discussions with nearly half of the Company’s top fifty institutional stockholders. The Board recommends a vote FOR because it believes the compensation design and practices effectively implement the Company’s strategic and business objectives.
Ratify the Audit Committee’s selection of BDO USA, P.C. as Axos Financial’s independent registered public accounting firm for fiscal year 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.56% | 5,990,039 | $583M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.53% | 3,136,801 | $305M |
| 3 | STATE STREET CORP | 5.33% | 3,023,908 | $294M |
| 4 | AMERICAN CENTURY COMPANIES INC | 4.77% | 2,705,653 | $264M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.35% | 2,466,744 | $240M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.59% | 2,036,295 | $198M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 3.10% | 1,756,046 | $174M |
| 8 | BlackRock, Inc. | 3.05% | 1,731,441 | $169M |
| 9 | Davis Asset Management, L.P. | 2.71% | 1,535,219 | $150M |
| 10 | FMR LLC | 2.53% | 1,436,102 | $140M |
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