James Court
Axos FinancialAbout James J. Court
James J. Court is an Independent Director of Axos Financial, Inc., serving since April 2011; he is age 63 in the 2025 proxy. He is CEO of Navogen Solutions, Inc., a business and technology consulting firm he founded in December 2018. Previously he was Chairman and President of First American’s Property & Casualty Insurance Group, and held senior roles including COO and CIO; earlier roles include IT and operations positions at MGE UPS Systems and Printronix, Inc. He holds an MBA from Pepperdine’s Graziadio School, a B.S. in Information Systems from University of Redlands, and an Associate degree in Electronic Engineering Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First American Property & Casualty Insurance Group | Chairman & President; previously COO and CIO | Joined 1999 (end date not disclosed) | Oversaw three P&C operating units; led business and technology transformations |
| MGE UPS Systems | IT/Operations roles | Not disclosed | Technology and operations experience |
| Printronix, Inc. | IT/Operations roles | Not disclosed | Technology and operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Navogen Solutions, Inc. | Chief Executive Officer | Founded Dec 2018 | Business and technology consulting |
Board Governance
- Independence: Court is identified as an Independent Director. All Audit and Nominating/Corporate Governance Committee members meet NYSE independence requirements; Compensation Committee operates under a Board-approved charter .
- Committee assignments and chairs (Company-level):
- Compensation Committee: Chair (members: James J. Court, Paul J. Grinberg, Stefani D. Carter); meetings held: 5 (FY2024), 6 (FY2025) .
- Nominating/Corporate Governance Committee: Member (Chair: Stefani D. Carter); meetings held: 3 (FY2024), 2 (FY2025) .
- Bank-level committee: Axos Bank Technology Committee (member) .
- Attendance: FY2024—Company Board met 8 times; all directors attended all Board and committee meetings on which they served. FY2025—Company Board met 16 times; directors attended more than 75% of meetings; all directors attended the Nov 14, 2024 Annual Meeting .
- Executive sessions: Governance guidelines call for directors to attend regularly scheduled executive sessions without management .
Fixed Compensation
| Component | FY2024 Amount | FY2025 Schedule (effective Nov 14, 2024) | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | $44,000 | Standard cash retainer |
| Compensation Committee Chair premium | $13,000 | $15,000 | Role-based premium |
| Total annual cash (Court) | $53,000 | $59,000 | No meeting fees; attendance is expected |
Performance Compensation
| Grant Year | Grant Date | Structure | Units | Per-Unit Fair Value | Total Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|---|
| FY2024 | 08/31/2023 | RSUs | 6,600 | $43.09 | $284,394 | Fully time-based; 100% vest on each anniversary of grant |
| FY2025 | 11/14/2024 | Dollar-denominated RSUs | Not disclosed | Not applicable | $380,588 (base $345,550 + chair premium $35,038) | Fully time-based; 100% vest on each anniversary of grant |
RSU grant timing changed from August to November beginning in 2024; FY2025 director grants shifted from fixed-share to dollar-denominated awards immediately following the annual meeting .
Performance Metrics Tied to Director Compensation
- None disclosed for non-employee director RSU awards; director equity is time-vested and not linked to specific performance metrics .
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| Not disclosed | — | — | The Axos proxy does not list other public company boards for Court . |
Expertise & Qualifications
- Senior leadership experience (CEO, COO, CIO) in insurance and technology; oversight of multi-unit P&C operations .
- Technology and operations background (MGE UPS Systems, Printronix) .
- Education: MBA (Pepperdine), BS Information Systems (Redlands), Associate in Electronic Engineering Technology .
- Committee leadership: Compensation Committee Chair (Company); member of Nominating/Corporate Governance; Bank Technology Committee .
Equity Ownership
| Metric | Record Date FY2024 | Record Date FY2025 |
|---|---|---|
| Beneficial ownership (shares) | 59,057 (includes 1,200 shares held by spouse) | 46,894 (includes 1,200 shares held by spouse) |
| % of outstanding shares | Less than 1% (asterisked in table) | Less than 1% (asterisked in table) |
| Pledging/hedging noted | None disclosed for Court; pledging approvals noted for other directors | |
| Ownership guidelines | Directors must hold ≥5× annual cash retainer within 5 years; all directors are either compliant or within phase-in |
Say-on-Pay & Shareholder Voting Signals
| Item | FY2024 Votes | FY2025 Votes |
|---|---|---|
| Advisory vote on executive compensation (Say‑on‑Pay) | For: 25,844,309; Against: 16,646,076; Abstain: 207,083; Broker non-votes: 6,388,225 | For: 25,671,253; Against: 18,081,439; Abstain: 182,149; Broker non-votes: 5,545,455 |
| Director election (Class III, term to 2028) – James J. Court | — | For: 27,435,298; Withheld: 16,499,543; Broker non‑votes: 5,545,455 |
| Peer director election comparables (same slate, FY2025) | — | Argalas For: 42,034,547; Withheld: 1,900,294. Carter For: 27,584,082; Withheld: 16,350,759. Santi For: 42,645,512; Withheld: 1,289,329 |
The FY2025 vote shows materially higher withhold votes for Court and Carter relative to Argalas and Santi, signaling targeted shareholder dissent .
Related Party Transactions & Conflicts
- Policy: Transactions >$120,000 with related persons subject to review; ordinary banking products may be pre-approved; employee loan program offers below-market rates for primary residence loans on a non-discriminatory basis .
- FY2024 Loan Program participants: Table lists multiple directors/executives; Court is not listed among those with outstanding program loans in FY2024 .
- FY2025 policy note: Loans may include pledge of acceptable collateral, potentially including Company stock; no Court-specific transaction disclosed .
Compensation Committee Analysis
- Composition: James J. Court (Chair), Paul J. Grinberg, Stefani D. Carter (FY2024 and FY2025) .
- Meetings: 5 (FY2024), 6 (FY2025) .
- Consultant: F.W. Cook engaged as independent compensation consultant; Compensation Committee assessed and concluded no conflicts of interest .
- Director pay philosophy: Heavy weighting toward equity (RSUs), ownership requirements (≥5× cash retainer), no meeting fees; grant timing shifted to November, structure moved to dollar-denominated RSUs in FY2025 .
Governance Assessment
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Strengths:
- Independent director with long tenure (since 2011) and relevant technology/insurance leadership experience .
- Active committee leadership as Compensation Chair; member of Nominating/Corporate Governance and Bank Technology committees .
- Strong attendance record disclosed (FY2024—100%; FY2025—>75%) .
- Equity alignment via RSU-heavy compensation and ownership guidelines (≥5× retainer); no pledging disclosed for Court .
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Watch items / RED FLAGS:
- FY2025 director election showed elevated withhold votes for Court (16.5M withheld), signaling investor concerns; similar pattern for Carter; contrast with much higher support for Argalas/Santi .
- Say‑on‑Pay garnered substantial “Against” votes in FY2024 and FY2025, which, while advisory, reflect ongoing shareholder scrutiny of compensation; as Compensation Chair, Court may face engagement pressure .
- Employee Loan Program offers below-market rates and may allow collateral pledging, but no Court-specific participation disclosed; maintain oversight for potential conflicts .
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Overall: Court’s independent status, committee leadership, and attendance support board effectiveness. However, the 2025 election withhold level and continued say‑on‑pay opposition are governance signals warranting proactive shareholder engagement and potential responsiveness from the Compensation Committee .