Edward Ratinoff
Axos FinancialAbout Edward J. Ratinoff
Independent director of Axos Financial since April 2010; age 60. Founder and Managing Principal of James Investment Partners (Los Angeles-based real estate investment platform). Prior roles span institutional real estate investing and real estate investment banking. Education: B.A. in Architecture & City Planning (UC Berkeley) and MBA (Kellogg, Northwestern).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phoenix Realty Group | Managing Director & Head of Acquisitions | Not disclosed | Led opportunistic multifamily acquisitions |
| J.E. Robert Companies | Managing Director, West Coast Head | Not disclosed | Member of investment committees for JER Partners and JER Investors Trust (NYSE: JRT) |
| FowlerFlanagan Partners | Principal | Not disclosed | Real estate investing |
| McDonald Investments; Chase Securities; BT Alex Brown | Senior roles in real estate investment banking | Not disclosed | Executed public/private capital markets transactions for West Coast real estate companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| James Investment Partners | Founder & Managing Principal | Not disclosed | Privately held real estate investment platform (Los Angeles) |
Board Governance
| Company Body | Committee Assignments | Chair Roles | Independence | Director Class/Term |
|---|---|---|---|---|
| Axos Financial, Inc. | None | None | Independent director under NYSE rules | Class I; term ends at 2026 Annual Meeting |
| Axos Bank (subsidiary) | Compliance & Independent Credit Review; Credit | Credit Committee Chair | Independent (company-level committees are all independent) | Same board as Company |
- Board/Bank meeting cadence: FY2025 Company Board met 16 times; Bank Board met 21 times. Directors attended >75% of meetings on which they served; all directors attended the Nov 14, 2024 Annual Meeting.
- Board leadership: Chairman Paul J. Grinberg; CEO Gregory Garrabrants; executive sessions of non-management directors presided by Chairman.
Fixed Compensation
Fiscal Year 2025 Non-Employee Director Compensation (Axos Financial):
| Name | Fees Earned or Paid in Cash | Stock Awards (RSUs grant-date fair value) | Total |
|---|---|---|---|
| Edward J. Ratinoff | $42,333 | $345,608 | $387,941 |
Grants of Plan-Based Awards (FY2025):
| Name | Grant Date | RSUs | Base Price per Unit | Grant-Date Fair Value |
|---|---|---|---|---|
| Edward J. Ratinoff | 11/14/2024 | 4,289 | $80.58 | $345,608 |
- Director cash retainer structure effective Nov 14, 2024: standard director $44,000; committee chair/board leadership premiums apply to designated roles (not applicable to Ratinoff).
- Director stock ownership guideline: minimum 5× annual cash retainer; compliance required within 5 years. Company states all non-employee directors are either compliant or within phase-in.
Performance Compensation
| Component | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (director) | None disclosed for directors (time-based awards) | Fully vests on the one-year anniversary of grant; delivered in common shares | Director pay deliberately emphasizes equity to align interests with stockholders |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Ratinoff in AX’s proxy. |
Expertise & Qualifications
- Deep real estate investment and capital markets background; experience managing multifamily projects and executing equity/debt transactions.
- Service on investment committees at institutional platforms (JER Partners and JER Investors Trust), aligning with bank credit oversight expertise.
- Formal training in architecture/urban planning and finance (Kellogg MBA).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Edward J. Ratinoff | 50,498 | <1% | Ownership table includes RSUs vesting within 60 days where applicable; no specific RSUs within 60 days noted for Ratinoff. |
Pledging/Hedging Policy
- Company insider trading policy prohibits margin purchases, short sales, derivative transactions, and pledging of Company securities without prior written CFO consent.
- Bank’s employee home loan program permits collateral pledges (including Company stock) on below-market rate loans; table of participating directors/officers does not list Ratinoff.
Insider Filing/Trades
- Section 16(a) filings were timely for directors in FY2025; only Ann Gill and Candace Thiele filed late Form 3s (Ratinoff not identified as delinquent).
- Attempted Form 4 retrieval for Ratinoff via insider-trades skill; API returned unauthorized error. Searched proxy for any insider trade summaries; none disclosed. [ReadFile insider-trades SKILL.md] [tool error noted]
Governance Assessment
- Alignment: Majority of director compensation in equity RSUs; stock ownership guidelines at 5× retainer promote skin-in-the-game. Ratinoff received $345,608 RSUs in FY2025 vs $42,333 cash (equity-heavy mix).
- Effectiveness: Chairs the Axos Bank Credit Committee and serves on Compliance & Independent Credit Review—roles that match his real estate/credit expertise and support prudent credit oversight.
- Independence/Attendance: Classified independent under NYSE; Board reports >75% meeting attendance for FY2025 directors.
- Potential conflicts: External activity in real estate investing (James Investment Partners) raises theoretical related-party exposure; AX’s policy requires review/approval of related-party transactions >$120k and notes ordinary-course banking transactions may be pre-approved. No related-party transactions or loans disclosed for Ratinoff.
- Policies/RED FLAGS: Company prohibits hedging/pledging without consent; employee loan program can involve pledging Company stock as collateral—Ratinoff not listed among program participants for FY2025. No delinquent Section 16 filings; no tax gross-ups; no option repricings; double-trigger change-in-control in plan—shareholder-friendly features.
Overall signal: Strong independence and role fit on bank credit oversight; equity-heavy pay and ownership rules support alignment. No disclosed related-party dealings tied to Ratinoff; monitoring advisable for any future transactions involving his real estate platform given his Credit Committee chair role.