John Tolla
Axos FinancialAbout John Tolla
Executive Vice President, Chief Risk Officer at Axos Financial (AX). Age 48; joined Axos in 2013 and has served as an executive officer since 2019. Prior to Axos, he held leadership roles at BearingPoint and Booz Allen focused on regulatory compliance, strategy, process improvement, and risk management in heavily regulated industries . Company performance in FY2025 was strong: net income over $430 million, EPS $7.43, ROE 17.30%, deposits +7.6% YoY, and net charge-offs at 13 bps, with five-year TSR of 344% vs NYSE 193% and XABQ 180% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BearingPoint | Leadership roles in regulatory compliance and risk management | Not disclosed | Compliance and process improvement supporting clients in heavily regulated industries |
| Booz Allen | Leadership roles in regulatory compliance and risk management | Not disclosed | Strategy, risk management, and process improvement for regulated industry clients |
Fixed Compensation
| Component | FY 2025 | Notes |
|---|---|---|
| Base salary | $350,000 | Approved Sept 2024 by Compensation Committee |
| Target bonus % | Not disclosed; company guideline for NEOs generally 200–300% of base salary | Determined via global review of performance; no fixed weightings |
| Actual bonus paid | $457,500 | “Bonus” column in SCT; non-CEO cash plan is discretionary |
| All other compensation | $11,500 | 401(k) matching contributions |
Performance Compensation
Long-term incentives are RSUs granted based on performance objectives and vest time-based over three years for EVPs (one-third annually) .
| Grant date | RSUs (units) | Closing price | Grant date fair value | Vesting schedule | Notes |
|---|---|---|---|---|---|
| 09/15/2024 | 3,323 | $63.20 | $210,014 | One-third each year for 3 years (EVPs) | RSUs granted under 2014 Plan |
| 03/20/2025 | 15,300 | $63.73 | $975,069 | One-third each year for 3 years (EVPs) | Company notes some RSUs that day vest over 4 years (11,769 units) but EVP standard is 3-year vest |
Stock vested in FY2025:
| Metric | FY 2025 |
|---|---|
| Shares acquired on vesting | 7,659 |
| Value realized on vesting | $496,129 |
Outstanding unvested equity (as of 6/30/2025; market value using $76.04 per share):
| Date of grant | Unvested RSUs | Market value |
|---|---|---|
| 09/23/2022 | 1,359 | $103,338 |
| 03/15/2023 | 1,458 | $110,866 |
| 09/15/2023 | 3,145 | $239,146 |
| 03/15/2024 | 2,833 | $215,421 |
| 09/15/2024 | 3,323 | $252,681 |
| 03/20/2025 | 15,300 | $1,163,412 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (record date: 9/16/2025) | 35,132 shares; less than 1% of outstanding |
| RSUs scheduled to vest within 60 days of record date | 1,359 RSUs (per proxy footnotes) |
| Ownership guidelines | Executives required to hold minimum multiples: CEO 8x salary, CFO 5x, EVPs 3x salary |
| Compliance with guidelines | Not disclosed for executives |
| Hedging/pledging | Company policy prohibits speculative transactions and pledging company securities (without prior written consent of CFO) |
| Options and pledging | No options disclosed; no pledges disclosed |
Employment Terms
Change-of-Control Severance Agreement (BofI Federal Bank, effective 6/15/2018; auto-renews; 24-month CIC window) :
- Termination without cause within 24 months after a Change of Control: lump-sum cash severance equal to 150% of total compensation for prior 12 months (or immediately prior to CIC if greater), immediate full vesting of unvested equity awards, and COBRA premium reimbursement for up to 12 months .
- At-will employment; disputes subject to binding arbitration under JAMS rules; governed by California law .
- Proxy disclosure shows modeled values (as of 6/30/2025): cash severance $1,239,854 and RSU vesting value $2,084,864 upon CIC + qualifying termination for CRO .
| Scenario | Cash severance | Equity vesting | Benefits |
|---|---|---|---|
| Termination without cause in connection with CIC (≤24 months post-CIC) | 150% of prior-12-month total compensation (or greater of pre-CIC) | Immediate full vesting of unvested equity awards | COBRA premium reimbursement up to 12 months |
| Other terminations (not in connection with CIC) | As provided under stock plans/CEO discretion; CRO specific severance not otherwise specified in SEC summary | Per 2014 Plan provisions | Not specified |
2014 Stock Incentive Plan CIC treatment:
- Double-trigger: accelerated vesting if awards are not assumed/substituted/continued by acquirer, or if the executive is terminated without cause within 30 days before, on, or within 180 days after a CIC .
Say-on-Pay & Shareholder Feedback
FY2025 annual meeting (11/13/2025):
- Advisory vote on NEO compensation: For 25,671,253; Against 18,081,439; Abstain 182,149; Broker non-votes 5,545,455 .
- Amendment to 2014 Stock Incentive Plan: For 27,625,699; Against 16,153,783; Abstain 155,359; Broker non-votes 5,545,455 .
Investment Implications
- Alignment: Meaningful unvested RSU exposure ($2.085 million market value at 6/30/2025) aligns the CRO with long-term stock performance and retention via multi-year vesting; executive stock ownership guidelines require 3x salary for EVPs, enhancing pay-for-performance alignment .
- Retention and change-in-control economics: Double-trigger CIC provisions with immediate vesting and 150% of total compensation severance reduce departure risk during strategic transactions but increase potential dilution/overhang at closing if awards are not assumed .
- Selling pressure: FY2025 RSU vesting of 7,659 shares ($496,129) indicates ongoing vest events; insider trading/pledging policies prohibit derivatives and pledging, mitigating hedging-related misalignment; specific Form 4 selling patterns are not disclosed in the proxy materials reviewed .
- Shareholder scrutiny: A relatively close say-on-pay vote (25.7M for vs 18.1M against) suggests continued investor focus on incentive structures and equity usage; ongoing engagement and clear disclosure of performance metrics for non-CEO NEOs could help improve support .