Eshel Bar-Adon
Axos FinancialAbout Eshel Bar-Adon
Eshel Bar-Adon is Executive Vice President, Strategic Partnerships and Chief Legal Officer at Axos Financial (AX); he has been an officer since January 2011, and is recorded as an executive officer since 2019. He previously served as Executive Vice President and Chief Legal Officer at Seneca One Finance, acting as President and serving on the Executive Committee . Company performance during his tenure has been strong: FY2025 net income of $432.9M, diluted EPS $7.43, ROE 17.30%, with five-year total shareholder return of 344% versus 193% for NYSE and 180% for XABQ .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axos Financial, Inc. | EVP, Strategic Partnerships and Chief Legal Officer | 2011–present | Senior legal and partnership leadership; member of executive leadership |
| Seneca One Finance, Inc. | EVP & Chief Legal Officer; Acting President | Pre-2011 | Led legal function; interim general management; Executive Committee member |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships disclosed in reviewed proxies |
Fixed Compensation
Multi-year disclosed compensation for Eshel Bar-Adon (NEO in FY2019–FY2021):
| Metric | FY2019 | FY2020 | FY2021 |
|---|---|---|---|
| Base Salary ($) | $290,000 | $310,000 | $310,000 |
| Bonus ($) | $360,000 | $355,000 | $350,000 |
| Stock Awards ($) | $420,014 | $355,021 | $350,017 |
| All Other Compensation ($) | $11,000 | $11,200 | $11,400 |
| Total ($) | $1,081,014 | $1,031,221 | $1,021,417 |
Notes:
- Axos emphasizes performance-based pay across executives; non-CEO NEO bonuses are generally targeted between 200–300% of salary, determined semi-annually with both cash and RSUs, though specific targets for Bar-Adon are not disclosed .
Performance Compensation
Long-term equity at Axos is primarily RSUs that are earned based on performance objectives, then vest over three years (1/3 each anniversary) for non-CEO executives; grants and vesting are disclosed below .
| RSU Grant (Eshel Bar-Adon) | Grant Date | RSUs (#) | Closing Price on Grant Date ($/sh) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual grant | 08/31/2020 | 7,264 | $24.78 | $180,002 | 1/3 per year over 3 years |
| Annual grant | 03/19/2021 | 3,262 | $52.12 | $170,015 | 1/3 per year over 3 years |
Outstanding RSUs (unvested) at FY2021 year-end (market value at $46.39 on 6/30/2021):
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 08/07/2018 | 1,550 | $71,905 |
| 03/25/2019 | 2,864 | $132,861 |
| 09/06/2019 | 4,706 | $218,311 |
| 03/12/2020 | 6,856 | $318,050 |
| 08/31/2020 | 7,264 | $336,977 |
| 03/19/2021 | 3,262 | $151,324 |
Stock vested (realized) for FY2021:
| Metric | FY2021 |
|---|---|
| Shares vested (#) | 14,736 |
| Value realized ($) | $532,535 |
| Tax net settlement (shares) | 6,667 returned to cover withholding |
Performance metrics and payouts:
- RSU grants to non-CEO executives are contingent on achievement of performance objectives (not itemized by metric/weighting for Bar-Adon); vesting is time-based post-grant .
- Specific annual performance metrics, weightings, and payout curves for Bar-Adon are not disclosed; Axos states CEO-set MBOs and compensation committee judgment for NEO awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of 2021 record date) | 111,016 shares; less than 1% of outstanding |
| Includes RSUs vesting within 60 days | 4,774 RSUs scheduled within 60 days |
| Stock ownership guidelines | EVP required ≥3x annual salary in shares within five years of appointment |
| Hedging/derivatives/pledging policy | Prohibits margin purchases, short sales, derivatives, and pledging without prior CFO consent |
| Pledged shares (Bar-Adon) | No pledge disclosure for Bar-Adon in reviewed proxies; pledges disclosed for other insiders |
| Options | No stock options disclosed for Bar-Adon; equity is RSUs |
Related party transactions (employee loan program):
- Bar-Adon participated in Axos Bank’s employee home loan program; principal outstanding at 6/30/2025 was $608.6k, interest paid in FY2025 was $2.7k; loans carry below-market rates tied to AFR and may be collateralized, potentially including Company stock per program terms .
Employment Terms
Severance and change-in-control economics (as disclosed):
| Scenario | Cash Severance ($) | RSU Vesting Value ($) | Notes |
|---|---|---|---|
| Death or Disability | — | $517,932 | Immediate vesting of all unvested RSUs |
| Termination by Company without cause (pre-CIC) | $310,000 | $517,932 | Paid as 12 months of bi-weekly salary; accelerated vesting |
| Upon Change-in-Control (CIC) | — | $517,932 | Table assumes RSU acceleration on CIC; current plan states double-trigger equity vesting |
| Termination by Company for any reason or by Executive with Good Reason (post-CIC) | $310,000 | — | Lump-sum equal to one times salary |
| Termination by Executive without Good Reason | — | — | No additional amounts |
Additional governance and policy terms:
- At-will employment for executive officers; no excise tax gross-ups; no single-trigger cash severance; double-trigger upon change-in-control for equity under current plan language .
Investment Implications
- Alignment: Material historical equity exposure via RSUs, with time-based vesting after performance-based grant decisions, supports retention and alignment; no pledge disclosures for Bar-Adon mitigate forced-sale risk from margin calls .
- Incentive structure: Cash bonuses and RSU grants are performance-contingent but metrics/weights for Bar-Adon are not itemized; reliance on committee judgment and CEO-set objectives suggests qualitative performance assessment; investors should monitor CD&A for any future metric disclosure evolution .
- Retention risks: Severance at 1x salary and accelerated vesting in certain events provide moderate protection; Axos’ double-trigger equity vesting policy (current) reduces windfall risk and aligns with shareholder-friendly standards .
- Trading signals: Documented RSU vesting and net settlements in FY2021 indicate routine tax-related dispositions; absence of disclosed pledges by Bar-Adon and prohibitions on hedging reduce near-term selling pressure risk indicators. For current Form 4 activity beyond proxy disclosures, additional filings review would be required; none were identified in the documents searched .