Andrew Micheletti

About Andrew Micheletti

Andrew J. Micheletti is Executive Vice President, Finance at Axos Financial (AX), serving as an executive officer since 2001; he was 68 as of the latest proxy and previously served as Managing Director/Chief Financial Officer at LPL Financial and Vice President – Finance at TeleSpectrum Worldwide before joining Axos in 2001 . Company performance context for incentive alignment: in FY2025, Axos reported net income of $432.9M, ROE of 17.30%, deposit growth of 7.6%, total net loans up 9.5%, and NIM +28 bps to 4.90% YoY . The executive compensation program emphasizes at‑risk pay (cash bonus and RSUs) driven by performance objectives with long‑term RSUs vesting ratably; executives are at‑will and subject to ownership/hedging policies designed to align with stockholders .

Past Roles

External Roles

Fixed Compensation

• Structure: EVPs (including Finance) receive base salary, standard employee benefits/401(k), and are employed at‑will; explicit EVP salary figures for Micheletti are not disclosed in recent proxies .
• Stock ownership requirement: Executives must hold Company stock equal to 3x salary for EVPs (8x CEO; 5x CFO), to be met within five years of appointment .
• Governance guardrails: No tax gross‑ups; no dividends on unvested awards; no option repricings without stockholder approval .

Performance Compensation

• Annual incentive (cash): For “other Named Executive Officers,” bonuses are generally targeted between 200%–300% of base salary and are paid in cash and RSUs; while Micheletti was not an NEO in FY2024/25, this illustrates Axos’ incentive design for senior executives under the CEO’s and Committee’s framework .
• Long‑term incentive (equity): RSUs are awarded based on achievement of performance objectives, then vest over three years (one‑third on each anniversary) for NEOs other than the CEO; this RSU structure applies broadly to senior executives and establishes multi‑year retention and alignment .
• Hedging/pledging limits: Axos prohibits short sales, derivatives, margin, and pledging of Company stock without prior written CFO consent; these limits reduce misalignment/hedging risks .

Detailed incentive design table (company program context for Micheletti’s level):

Equity Ownership & Alignment

• Beneficial ownership: Micheletti is not listed in the “Security Ownership of Directors and Named Executive Officers” tables for FY2024/25 (table covers directors and NEOs only), so a precise share count/percent is not disclosed for him in those years .
• Ownership policy: EVP 3x salary stock ownership requirement; applies firm‑wide with five‑year compliance window .
• Hedging/pledging: Prohibited absent prior written CFO consent; policy covers margin, short sales, options/derivatives, and pledging .
• Related‑party employee loan (primary residence program): Below are Micheletti’s balances under Axos Bank’s approved employee Loan Program (standardized, AFR‑based, for primary residences).

Employee Loan Program (Andrew J. Micheletti)

Notes: The program is available to directors/officers/employees with terms based on the mid‑term AFR; loans are reported as related‑party transactions and were not classified as problem loans .

Employment Terms

• Status: Executive officers are employed at‑will; compensation is pay‑for‑performance with heavy long‑term equity emphasis .
• Change‑in‑control and severance: Micheletti’s specific agreement terms are not disclosed; at the plan level, the 2014 Stock Incentive Plan uses “double‑trigger” treatment (accelerated vesting only if awards aren’t assumed or on qualifying termination around a CIC), and the company asserts “no single‑trigger” cash severance in its practices .
• Clawbacks/perquisites/pensions: Proxies state no tax gross‑ups and no pensions/SERPs; special perquisites are not provided beyond broad‑based benefits .
• Insider trading policy: Prohibits margining, short sales, options/derivatives, and pledging without prior CFO consent .

Performance & Track Record (company context relevant to incentives)

• FY2025 highlights: Net income $432.9M, ROE 17.30%, deposit growth 7.6%, loans +9.5%, NIM +28 bps to 4.90%; strong credit with 13 bps net charge‑offs .
• FY2024 highlights: ROE 21.64%, YoY net income +46.5%, EPS +51.1%; loan pool purchase gain disclosed; deposits +$2.3B .
• Stockholder engagement and say‑on‑pay: Broad investor outreach and responsiveness to proxy advisor feedback; emphasis on clarity and alignment; extensive roadshow activity disclosed .

Compensation Structure Analysis (signals)

• Mix skewed to equity: Long‑term RSUs that vest over three years for senior execs increase retention and tie realized pay to share performance; aligns with stockholder outcomes .
• Higher at‑risk pay: For senior execs (non‑CEO NEOs), targeted total bonus opportunity is 200%–300% of salary, underscoring performance sensitivity; Micheletti’s specifics not disclosed but program context indicates high variable pay at his level .
• Governance protections: Prohibition (without CFO consent) on hedging/pledging/margin reduces misalignment; double‑trigger CIC treatment and no gross‑ups reduce shareholder‑unfriendly outcomes .

Risk Indicators & Red Flags

• Related‑party loan: Micheletti participates in Axos’ standardized employee mortgage Loan Program at AFR‑based rates; disclosed annually with principal/interest; commonplace in banks but merits monitoring for any preferential terms (none indicated beyond program policy) .
• Pledging/hedging: No pledging by Micheletti is disclosed; company policy prohibits such activity without CFO consent . By contrast, certain other insiders had approved margin pledges explicitly footnoted; no such footnote for Micheletti in the ownership tables (he is not included as an NEO/director in FY2024/25) .
• Section 16 compliance: The company notes late filings for certain insiders in FY2025 (Ann Gill, Candace Thiele) and FY2024 (David Crow); no delinquency noted for Micheletti .

Equity Plan and Ownership Framework (context)

• 2014 Stock Incentive Plan (as amended): Stockholder vote in 2025 to increase share reserve and extend plan; plan provisions include no evergreen/repricing, no dividends on unvested awards, double‑trigger CIC treatment, and stringent ownership guidelines (8x CEO, 5x CFO, 3x EVP) .
• Burn rate and dilution practices: Company reports prudent grant usage and buybacks offsetting dilution, supporting equity alignment narrative for executives .

Investment Implications

• Alignment and retention: Multi‑year RSU vesting (1/3 over 3 years) and 3x‑salary ownership guideline for EVPs promote retention and shareholder alignment for Micheletti; prohibitions on hedging/pledging without consent further limit misalignment risk .
• Transparency limits: Micheletti was not an NEO in FY2024/25, so granular compensation amounts, targets, and personal share ownership percent are not disclosed; investors should monitor future proxies and Forms 4 for trading/vesting patterns and ownership evolution .
• Related‑party loan monitoring: His sizable (but amortizing) employee mortgage loan is within policy and transparently reported; continued reporting at AFR rates and absence of preferential exceptions mitigate conflict concerns .

Sources: Axos FY2025 DEF 14A (Sept 25, 2025) and FY2024 DEF 14A (Sept 25, 2024), including Executive Officers, Compensation Discussion & Analysis, Security Ownership, Insider Trading Policy, and Related‑Party Loan Program sections .