David Crow
Axos FinancialAbout David Crow
David Crow is Executive Vice President and Head of Axos Clearing at Axos Financial (AX). He became an executive officer in 2023 and is 55 years old. Prior to Axos, he spent over 24 years at Pershing LLC as Co-Head of Wealth Solutions Relationship Management and maintains Series 7, 24 and 63 licenses . Under his tenure as an executive, Axos delivered FY2025 ROE of 17.3%, diluted EPS of $7.43, net income over $430 million, 7.6% YoY deposit growth, and 9.5% YoY loan growth, with continued emphasis on technology-driven growth in the Securities Business segment where Axos Clearing operates .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pershing LLC | Co-Head, Wealth Solutions Relationship Management | 24+ years (through 2023) | Senior client leadership across RIA/broker-dealer wealth platforms; deep custody/clearing relationship management expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Mr. Crow |
Fixed Compensation
- Mr. Crow is not listed among FY2025 Named Executive Officers (NEOs); as such, his specific base salary, target bonus, and actual bonus are not disclosed in the proxy .
- Company program design for executive officers (not CEO) includes base salary plus a short-term performance-based cash incentive; compensation decisions consider company, peer and individual performance, with heavy emphasis on variable pay .
Performance Compensation
- Structure: For executive officers (other than the CEO), long-term awards are RSUs granted based on performance achievement and then vest one-third on each of the first three anniversaries of the grant date; short-term cash bonuses vary with annual performance objectives aligned to stockholder interests .
- Hedging/derivatives/pledging are prohibited without prior written CFO consent under the Insider Trading Policy, constraining hedging/pledging-related misalignment risk .
Known 2025 awards and vesting events for David Crow:
| Date | Type | Shares/Units | Price | Notes |
|---|---|---|---|---|
| 2025-09-15 | RSU vesting → shares issued | 520 | $0.00 | Shares issued upon vesting; RSUs vest one-third each year |
| 2025-09-15 | Shares withheld for taxes | (152) | $90.29 | Net settlement for tax withholding on RSU vest |
| 2025-09-15 | RSU grant | 997 | — | New RSUs granted; each RSU equals one AX share at vesting; 1/3 annual vesting |
Program-level vesting/selling context:
- In Q1 FY2026, Axos retained 94,580 shares to net-settle RSU tax obligations, evidencing recurring quarter-end settlement flows that can create technical selling pressure around vest dates .
Equity Ownership & Alignment
| Category | Amount | As-of | Notes |
|---|---|---|---|
| Common shares owned (direct) | 887 | 2025-09-15 | Post-transaction holdings reported on Form 4 |
| RSUs outstanding (beneficially owned) | 5,266 | 2025-09-15 | Derivative securities beneficially owned post-grant |
| Shares outstanding (reference) | 56,595,223 | 2025-09-16 | Record date for 2025 annual meeting |
| Ownership as % of shares outstanding (common only) | ~0.0016% | 2025-09-16 | 887 ÷ 56,595,223 (derived from sources above) |
Alignment policies and indicators:
- Executive stock ownership guidelines require executive vice presidents to maintain at least 3x salary in AX shares within 5 years of appointment; Mr. Crow’s 5-year compliance window would run from his 2023 appointment .
- Insider Trading Policy restricts pledging and hedging without prior written CFO consent; no pledging by Mr. Crow is disclosed in the proxy or his Form 4s reviewed .
- Proxy disclosure notes Mr. Crow filed a late Form 4 in FY2024 for an RSU grant (administrative compliance footnote) .
Employment Terms
- Employment status: Executive officers are employed at will; compensation emphasizes variable, performance-based pay .
- Change-in-control and severance design (company-level): No “single-trigger” cash severance solely upon change-in-control; no excise tax gross-ups; no option/SAR repricing without stockholder approval .
- Equity plan and supply: The 2014 Stock Incentive Plan (as amended) supports RSUs for executives and directors; in September 2025, the Board approved an additional 1,000,000 shares to the reserve to support equity awards for ~2–3 years amid growth in the Securities Business segment .
- Non-compete/non-solicit specifics for Mr. Crow are not disclosed; company-level policies include risk management and compliance frameworks and at-will employment .
Additional Context: Shareholder Feedback and Governance
| Item | FY2025 Result | Notes |
|---|---|---|
| Say-on-pay (advisory) | For: 25,671,253; Against: 18,081,439; Abstain: 182,149; Broker non-votes: 5,545,455 | Annual meeting Nov 13, 2025 |
| Equity plan amendment (2014 Plan) | For: 27,625,699; Against: 16,153,783; Abstain: 155,359; Broker non-votes: 5,545,455 | Supports continued equity-based comp |
| Stockholder engagement | Met with nearly half of top 50 holders (>50% of ownership) in FY2025 | Ongoing feedback loop on compensation/governance |
Performance & Track Record Highlights
- Business development: As EVP and Head of Axos Clearing, Mr. Crow is quoted in May 2025 announcing Axos Clearing’s strategic relationship with Alden Investment Group, emphasizing Axos Complete’s ability to support both RIA and broker-dealer businesses on one integrated platform—indicative of a growth agenda in the Securities segment .
- Company operating performance: FY2025 ROE 17.3%, EPS $7.43, net income >$430m, deposit growth 7.6%, loan growth 9.5%, with management expecting higher revenue contribution from the Securities Business segment going forward .
Investment Implications
- Alignment and retention: Mr. Crow’s compensation is primarily equity-linked via RSUs with three-year ratable vesting and subject to company performance at grant, reinforcing retention and alignment; EVPs must build ownership to 3x salary within five years, further aligning incentives .
- Selling pressure: RSU vesting dates (e.g., mid-September) can create modest technical selling via net share withholding (e.g., 152 shares withheld on 2025-09-15 for taxes; company-wide 94,580 shares retained for Q1 FY2026), but magnitudes appear immaterial at the issuer level .
- Governance risk: Insider trading policy restricts hedging/pledging without CFO consent; no pledging by Mr. Crow is disclosed; one late Form 4 (FY2024) is a minor compliance footnote rather than a structural risk .
- Equity supply/dilution vs. retention: The 1,000,000-share increase to the equity plan enables continued broad-based RSU usage across the company, supporting talent retention in the Securities segment (which Mr. Crow leads) but modestly increases dilution; shareholders supported the amendment in 2025 .
- Compensation risk posture: Company-wide practices avoid single-trigger CIC cash severance and tax gross-ups and prohibit option repricing without stockholder approval, signaling shareholder-friendly design; individual CIC/severance terms for Mr. Crow are not disclosed .