James Argalas
Axos FinancialAbout James S. Argalas
Independent director of Axos Financial since August 2011 (age 54). Founder of Presidio Union, LLC (2009), with prior roles as Principal at Watershed Asset Management and NM Rothschild, Associate Principal at McKinsey & Company, and on Goldman Sachs’ FICC desk. MBA from Northwestern (Kellogg) with majors in Finance, Entrepreneurship, and International Business; BS in Engineering (University of Michigan) and BS in Foreign Service (Georgetown). Axos Financial committees: none; Axos Bank committees: Asset/Liability Committee (Chair) and Compliance & Independent Credit Review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Presidio Union, LLC | Founder; corporate advisory and financial analysis for early-stage growth companies | Founded 2009 | Active role in developing ventures to create stockholder value |
| Watershed Asset Management | Principal; investments in distressed credit, liquidations, real estate, special situations, Asia-Pacific debt/equity | Not disclosed | Complex credit and special situations investing experience |
| NM Rothschild | Principal; investments in special situations and Asia-Pacific | Not disclosed | Debt and equity investments expertise |
| McKinsey & Company | Associate Principal | Not disclosed | Strategy and analytical rigor; independent analytical inquiries |
| Goldman Sachs | FICC desk | Not disclosed | Markets and risk perspective |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Presidio Union, LLC | Founder | Private | Since 2009 |
| Other current public company boards | None disclosed | — | — |
Board Governance
- Independence: Classified independent; Axos Financial committees: none; Axos Bank committees: Asset/Liability (Chair) and Compliance & Independent Credit Review. All members of Company Audit, Compensation, and Nominating/Corporate Governance committees are independent.
- Attendance: FY2025 Company board met 16 times; Bank board met 21 times; directors attended more than 75% of meetings and all attended the Nov 14, 2024 annual meeting. FY2024 Company board met 8 times; Bank board met 11 times; all directors attended all meetings.
- Risk oversight: Committees cover strategic, credit, interest rate, technology, liquidity, compliance, operational, reputational, cybersecurity, data privacy, and compensation risks.
- Executive sessions: Governance guidelines require regularly scheduled executive sessions without management.
- Hedging and pledging policy: Policy prohibits margin purchases, short sales, derivatives, and pledging of Company securities (with CFO-administered policy oversight).
- Shareholder voting signals (2025 Annual Meeting): Argalas re-elected with 42,034,547 For vs 1,900,294 Withheld (5,545,455 broker non-votes); say‑on‑pay received 25,671,253 For vs 18,081,439 Against (182,149 abstain; 5,545,455 broker non‑votes).
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees (annual) | $40,000 | $42,333 |
Non‑employee director cash schedule (effective Nov 14, 2024): Other directors $44,000; Chairman $117,000 (includes $73,000 premium); Vice‑Chairman $73,000 ($29,000 premium); Audit Chair $73,000 ($29,000 premium); Compensation Chair $59,000 ($15,000 premium).
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| RSU grant date | Aug 31, 2023 | Nov 14, 2024 |
| RSUs (# units) | 6,000 | 4,289 |
| Grant-date per-unit value | $43.09 | $80.58 |
| Grant-date fair value | $258,540 | $345,608 |
| Vesting | Time-based; fully vest on each anniversary of grant date | Time-based; fully vest on each anniversary of grant date |
- Equity structure changes (Nov 2024): Timing moved to immediately after the annual meeting in November; structure changed from fixed-share grants to dollar‑denominated awards.
- Emphasis on equity: Majority of non‑employee director compensation via RSUs; no meeting fees; equity ownership requirement of at least 5× annual cash retainer with five‑year transition.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Argalas |
| Subsidiary board roles | Axos Bank director; Asset/Liability Committee (Chair); Compliance & Independent Credit Review |
| Interlocks/potential overlaps | None disclosed beyond Axos Bank committee service |
Expertise & Qualifications
- Financial/investment expertise in complex debt securities, real estate, distressed credit, special situations, and early‑stage fintech investing.
- Education spanning finance, entrepreneurship, international business, engineering, and foreign service; MBA (Kellogg), BS Engineering (Michigan), BS Foreign Service (Georgetown).
- Interest rate risk oversight as Axos Bank Asset/Liability Committee Chair.
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial ownership (shares) | 72,295 | 75,484 |
| Percent of outstanding | * (<1%) | * (<1%) |
- Ownership guideline: Non‑employee directors must maintain shares valued at least five times annual cash retainer; five‑year transition period.
- Section 16(a) compliance: Company believes all directors filed timely in FY2025 (two late Form 3s were by non‑directors Ann Gill and Candace Thiele).
Related‑Party Transactions & Potential Conflicts
| Item | FY2025 Detail |
|---|---|
| Employee Loan Program participation | Largest aggregate principal outstanding: $6,985.9k; principal outstanding at June 30, 2025: $6,734.6k; principal paid during 2025: $224.2k; interest paid during 2025: $69.9k; interest rate payable: 1.02% (AFR‑based). |
| Policy & terms | Loans made pursuant to Axos Bank Loan Program; rates reflect mid‑term Applicable Federal Rate at origination. |
- Assessment: Director borrowing from the Bank at AFR rates presents perceived conflict risk; transparency is provided via tabular disclosure.
Compensation Structure Analysis
- Year‑over‑year mix: Cash increased modestly ($40,000 → $42,333); equity grant value increased ($258,540 → $345,608) with shift to dollar‑denominated awards post‑Nov 2024, keeping compensation more equity‑weighted and aligned with long‑term shareholder interests.
- No options, PSUs, or performance‑metric‑based director pay disclosed; RSUs are time‑vested on the anniversary of grant.
Governance Assessment
- Positives: Strong shareholder support for re‑election (42.0M For vs 1.9M Withheld) suggests confidence; extensive financial/investment expertise; ALCO chair role strengthens risk oversight; majority equity compensation and ownership guidelines enhance alignment.
- Watch items / RED FLAGS: Participation in the employee Loan Program with large outstanding principal at below‑market AFR rates may raise perceived independence/conflict concerns for a bank director; ensure continued compliance with hedging/pledging prohibitions (policy prohibits margin and pledging).
- Engagement: Board and Bank meeting cadence is high; overall board attendance met thresholds in FY2025 and was perfect in FY2024; individual attendance percentages are not separately disclosed.