Brian Swanson
Axos FinancialAbout Brian Swanson
Brian Swanson is President, Head of Consumer Bank at Axos Financial (AX), an executive officer since 2019. He joined Axos in February 2010 after serving as a Vice President and sales leader in Bank of America’s Consumer Mortgage Division; he began his career as a Retail Loan Officer at e-Loan. Swanson is 45 as of the 2025 proxy . Company performance during his recent tenure includes FY2025 ROE of 17.30%, five-year CAGRs of Net Income 18.8%, Revenue 16.7%, and Book Value per Share 18.2%, and five-year TSR of 344% vs XABQ 180% and NYSE 193% ; the 2025 CD&A highlights improved net interest margin (+28 bps to 4.90%), net loan growth (~10%), and deposits +$1.4B to $20.8B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axos Financial / Axos Bank | Chief Lending Officer | 2013–2019 | Led lending operations; role elevated to Head of Consumer Bank in Aug 2019 . |
| Axos Financial / Axos Bank | Executive Vice President, Head of Consumer Bank | Aug 2019–2024 | Grew consumer banking franchise; NEO in 2021–2022; performance reviewed by CEO/Comp Committee . |
| Axos Financial / Axos Bank | President, Head of Consumer Bank | 2025–present | Executive officer; compensation and severance updated; continued RSU-based incentives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America | Vice President, Consumer Mortgage Division (Sales Leader) | Pre-2010 | Led dedicated purchase call center; sales and operations leadership . |
| e-Loan | Retail Loan Officer | Early career | Originations; foundational lending experience . |
Fixed Compensation
| Metric | FY 2016 | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2025 |
|---|---|---|---|---|---|---|---|---|
| Base Salary ($) | $235,000 | $240,000 | $255,000 | $270,000 | $275,000 | $285,000 | $310,000 | $355,000 |
| Cash Bonus ($) | $260,000 | $290,000 | $315,000 | $325,850 | $395,300 | $498,000 | $386,000 | $518,750 |
| Non-Equity Incentive Plan ($) | — | — | — | — | — | — | — | — |
| All Other Compensation ($) | — | — | $9,000 | $9,250 | $9,500 | $9,750 | $9,750 | $11,500 |
| Total ($) | $680,063 | $920,012 | $999,019 | $1,112,728 | $1,002,409 | $1,306,862 | $1,075,789 | $2,030,327 |
- Bonus targeting for other NEOs: 100–200% of base in FY2021 ; 200–300% of base in FY2024–FY2025 .
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (Other NEOs) | CEO/Comp Committee judgment across business unit and corporate performance | No preset weightings | N/A | N/A | $518,750 (FY2025) | N/A |
| RSU Awards | Company-level TSR and performance-driven awards for NEOs; RSUs vest over 3 years for non-CEO awards | Not disclosed for Swanson | N/A | N/A | $1,145,077 grant-date fair value (FY2025) | One-third annually over three years (general NEO RSU vesting) |
| RSU Vesting (Realized) | Shares vested during the year | N/A | N/A | 8,290 shares; $539,396 value (FY2025) | Realized value at vest date | As granted and scheduled |
For other NEOs, Axos explicitly discloses no predetermined or mathematical weightings; compensation determinations use judgment with targets as ranges rather than formulaic metrics .
Equity Ownership & Alignment
| Metric | FY 2022 | FY 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 43,209; includes 2,111 in 401(k) | 60,097; includes 1,703 RSUs vesting within 60 days; less than 1% of outstanding |
| Options Held | None (no stock options) | None (no stock options indicated) |
| Shares Pledged | No pledge disclosure for Swanson; pledging disclosed for other executives/directors (CEO, Grinberg) | No pledge disclosure for Swanson |
| Ownership % of Outstanding | <1% | <1% |
Employment Terms
| Scenario | FY 2016 | FY 2020 | FY 2021 | FY 2022 | FY 2025 |
|---|---|---|---|---|---|
| Cash Severance (Termination by Company for Any Reason or by Executive with Good Reason after CIC) | $497,115 | $550,000 | $570,000 | $620,000 | $710,000 |
| RSU/Restricted Stock Vesting Value upon Death/Disability | $548,633 | $541,853 | $654,560 | $602,179 | $2,000,460 |
| RSU/Restricted Stock Vesting Value upon CIC | $548,633 | $541,853 | $654,560 | $602,179 | $2,000,460 |
| 280G Tax Gross-Up | Not applicable | Not disclosed for Swanson | Not disclosed for Swanson | Not disclosed for Swanson | Not disclosed for Swanson |
| Key Contract Term | 2× annual salary cash if terminated without cause post-CIC | 2× annual salary cash if terminated without cause post-CIC | 2× annual salary cash if terminated without cause post-CIC | 2× annual salary cash if terminated without cause post-CIC | 2× annual salary cash if terminated without cause post-CIC |
Axos assumes acceleration of unvested RSUs upon consummation of a CIC if awards are not assumed by acquirer; totals calculated at stated stock prices in each proxy .
Vesting Schedules and Realized Values
| Metric | FY 2020 | FY 2025 |
|---|---|---|
| Shares Acquired on Vesting | 16,783 | 8,290 |
| Value Realized on Vesting | $439,999 | $539,396 |
| Tax Withholding Net Settlement | Net-settled 5,917 shares to cover withholding (indicative of no open-market sale pressure) | Not disclosed |
Outstanding RSU Awards (as of FY2020)
| Grant Date | Units Not Vested | Market Value at 6/30/2020 |
|---|---|---|
| 07/12/2017 | 2,943 | $64,981 |
| 01/30/2018 | 2,438 | $53,831 |
| 08/07/2018 | 3,702 | $81,740 |
| 03/25/2019 | 6,982 | $154,163 |
| 09/06/2019 | 6,408 | $141,489 |
| 03/12/2020 | 9,354 | $206,536 |
| Vesting Convention | One-third annually for non-CEO awards | — |
Compensation Structure Analysis
- Mix and trends: Swanson’s cash bonus plus RSU awards have increased with role elevation to President, Head of Consumer Bank in FY2025; salary increased from $235k (FY2016) to $355k (FY2025) while equity awards and bonus became the dominant components of total compensation .
- Program design: For other NEOs, Axos uses judgment-based evaluations without preset weightings; bonuses targeted at 100–200% of salary in FY2021 and increased to 200–300% in FY2024–FY2025, raising at-risk pay exposure and alignment with performance .
- Equity emphasis: Non-CEO RSUs vest in three annual tranches, encouraging retention and multi-year performance; no stock options outstanding for Swanson reduces option-related risk and repricing concerns .
Compensation Peer Group (Benchmarking)
- Axos benchmarks compensation against a designated peer group of regional banks; examples include Western Alliance (WAL), Bank OZK (OZK), CVB Financial (CVBF), First Financial Bankshares (FFIN), United Community Banks (UCBI), Washington Federal (WAFD), and others, with updates over time .
Equity Ownership & Pledging Policy Notes
- 2022 proxy explicitly notes pledging by CEO and a director; no pledging disclosure for Swanson, and beneficial ownership includes 401(k) holdings and RSUs vesting within 60 days .
Expertise & Qualifications
- Over 20 years in banking across sales and operations; executive officer since 2019; Head of Consumer Bank, later President, Head of Consumer Bank; prior leadership at Bank of America and early lending experience at e-Loan .
Performance & Track Record (Company Context during Tenure)
| Metric | FY2025 | 5-Year Period |
|---|---|---|
| ROE | 17.30% | — |
| Total Shareholder Return | 33% FY2025 vs XABQ 21% | 344% vs NYSE 193%, XABQ 180% |
| Net Interest Margin | +28 bps to 4.90% | — |
| Net Loans Growth | ~10% YoY | — |
| Deposits | +$1.4B to $20.8B | — |
| Net Income CAGR | — | 18.8% |
| Revenue CAGR | — | 16.7% |
| Book Value/Share CAGR | — | 18.2% |
Employment Terms (Change-in-Control Economics Summary)
- Single-trigger RSU acceleration upon CIC if awards are not assumed; double-trigger cash severance of 2× annual salary upon termination without cause post-CIC; no 280G gross-ups disclosed for Swanson; values increase with role/salary and award accumulation .
Risk Indicators & Red Flags
- No stock options and no repricing history for Swanson .
- No disclosed pledging or hedging by Swanson; pledging exists for CEO and a director per proxy .
- RSU net settlements to cover tax withholding indicate no open-market selling pressure upon vesting in FY2020 .
- 280G tax gross-up not applicable for Swanson in 2016; no gross-up disclosures for later years in his case .
Say-on-Pay & Shareholder Feedback
- Company-level disclosures on CEO pay ratio and performance-heavy compensation mix; average NEO compensation ~80% performance-based in FY2025 . No Swanson-specific say-on-pay items disclosed.
Equity Ownership & Alignment Table (Multi-year)
| Metric | FY 2022 | FY 2025 |
|---|---|---|
| Shares Owned | 43,209 | 60,097 |
| % Outstanding | <1% | <1% |
| RSUs Vesting within 60 Days | Not specified | 1,703 |
| 401(k) Shares | 2,111 | Included in total; footnote references similar structure |
Investment Implications
- Alignment: Heavy reliance on RSUs with three-year vesting promotes retention and multi-year focus; cash bonuses determined judgmentally with higher targets (200–300% of salary) since FY2024 reflect strong performance orientation .
- Retention risk: Post-CIC protection of 2× salary and RSU acceleration reduces turnover risk; increasing severance over time suggests enhanced retention economics for a key business leader .
- Trading signals: RSU vesting volumes and occasional net share settlements for tax withholding indicate limited open-market selling pressure; monitor upcoming vesting schedules and any 8-K Item 5.02 changes for potential signaling .
- Ownership: Beneficial ownership is modest (<1%); absence of pledging is positive; continued accumulation via RSUs offers incremental alignment but not a controlling stake .
- Performance linkage: Company’s elevated ROE, NIM, loan and deposit growth in FY2025 and strong multi-year TSR support incentive realizations; watch sustainability of growth and credit quality for future payouts under judgment-based frameworks .