Nicholas Mosich

About Nicholas A. Mosich

Independent director and Vice Chairman of Axos Financial’s Board since October 2010; director since May 2009. Age 70. Background spans real estate development and investment banking: Managing Member of Ion Capital Partners, LLC / Arroyo Vista Partners, LLC; General Partner of Southwest Aviation Complex, LP and Vineyard Ventures, LP; former Executive Vice President and Board Member at The Seidler Companies, overseeing Private Client Services and Investment Banking; previously a partner at venture firm McGoodwin James & Co. Education: BA, University of Michigan (cum laude); MBA, Stanford University. Designated an Audit Committee financial expert by the Board .

Past Roles

External Roles

Board Governance

• Independence and tenure: Independent director; Vice Chairman since Oct 2010; director since May 2009 .
• Committee assignments: Audit Committee member (Company and Bank); Credit Committee member at Axos Bank; Audit Committee financial expert designation .
• Committee meeting cadence (FY2025): Audit (Company) 11; Compensation 6; Nominating/Corporate Governance 2 .
• Attendance: Board held 16 meetings (Bank Board 21); all directors attended >75% of Board/committee meetings and attended the Nov 14, 2024 Annual Meeting .
• Governance processes: Independent compensation consultant F.W. Cook engaged; independence assessed, no conflicts .
• Hedging/pledging policy: Insider Trading Policy prohibits margin purchases, short sales, derivatives, and pledging Company securities .
• Board composition: 10 of 11 directors independent; staggered three-year classes; Chair separate from CEO .

Fixed Compensation

Annual cash schedule (effective Nov 14, 2024):

FY2025 actual cash paid (non-employee directors):

Notes:

• No meeting fees; attendance expected irrespective of schedule .
• No reportable perquisites to non-employee directors in FY2025; reimbursement for travel/parking/lodging provided .

Performance Compensation

RSU grant structure and guidelines:

• RSUs fully vest on the anniversary of grant; one share issued per vested unit .
• Stock ownership guidelines: minimum 5x annual cash retainer; phase-in period up to five years; all non-employee directors in compliance or within phase-in .
• FY2025 director RSUs shifted to dollar-denominated amounts; grants made post-annual meeting in November .

FY2025 RSU grant details (non-employee directors):

FY2024 RSU grant details:

FY2023 RSU grant details:

Compensation mix trend (cash vs equity):

Other Directorships & Interlocks

• No other public company directorships disclosed for Mosich .
• External business interests include General Partner roles in aviation and real estate ventures; no disclosed related-party transactions with Axos through these entities .

Expertise & Qualifications

• Capital markets and banking M&A expertise; long-tenured investment banking background at Seidler .
• Real estate development and venture investment experience .
• Audit Committee financial expert designation; financial literacy per NYSE standards .
• Education: University of Michigan (cum laude); MBA Stanford .

Equity Ownership

Beneficial ownership (record date):

Insider trades (recent):

Stock ownership guidelines and policy:

• Requires ≥5x annual cash retainer in Company stock; compliance or within phase-in confirmed for all non-employee directors .
• Hedging/pledging prohibited under Insider Trading Policy .

Related Party and Potential Conflicts

Director/employee loan program (FY2025):

Notes:

• All loans made pursuant to Bank’s Loan Program at mid-term AFR at origination .
• Participation by directors in low-rate loan programs can present perception risk; disclosure mitigates, but investors often scrutinize alignment and independence where personal financing from the issuer exists .

Shareholder Vote Signals

Annual Meeting results:

Interpretation:

• Elevated opposition to NEO pay in 2025 vs 2024 suggests incremental shareholder concern around executive compensation design; auditor ratification support remains very strong .

Governance Assessment

• Strengths: Long-tenured independent director; Vice Chairman with deep capital markets and audit expertise; Audit Committee financial expert; strong committee engagement (Audit) and broad Board independence; equity-heavy director compensation aligns incentives with long-term shareholders; ownership guideline at 5x retainer supports alignment .
• Alignment: Mosich’s FY2025 compensation predominantly equity ($438.6k RSUs vs $70.1k cash), consistent with Company’s emphasis on equity for directors .
• Signals/concerns:
  • RED FLAG (potential): Participation in the Bank’s employee loan program (principal ~$666k at 0.43% AFR) can raise perception of related-party exposure, though disclosed and policy-governed .
  • Insider activity: 5,000-share sale in Sep 2025 near 52-week highs; monitor for pattern vs guideline compliance and overall ownership stability .
  • Say-on-Pay vote headwinds in 2025 (material “against” tally) point to broader compensation governance scrutiny; while not director pay, it’s a governance climate consideration .
• Overall: Mosich brings relevant financial oversight and capital markets experience central to Axos’s risk profile; equity-heavy pay and ownership guidelines align incentives. Investors should weigh optics of director loan participation and monitor insider sales and shareholder feedback trends .