Paul Grinberg

About Paul J. Grinberg

Paul J. Grinberg, age 64, is Axos Financial’s independent Chairman of the Board since February 2017 and a director since April 2004. He chairs the Audit Committee and serves on the Compensation and Nominating/Corporate Governance Committees; the Board has deemed him an “audit committee financial expert.” He holds an MBA from Columbia University (Beta Gamma Sigma) and a bachelor’s in accounting from Yeshiva University (magna cum laude) .

Past Roles

External Roles

Board Governance

• Board leadership: Chairman (Grinberg) and a separate CEO (Garrabrants). Grinberg provides independent leadership, sets agendas, presides over executive sessions, and enables director concerns to be raised without management present .
• Independence: Board determined 10 of 11 directors are independent; Grinberg is an independent director. All members of Audit, Compensation, and Nominating/Corporate Governance Committees are independent .
• Committee assignments and meetings (FY2025): Grinberg chairs Audit (11 meetings) and sits on Compensation (6) and Nominating/Corporate Governance (2) .
• Attendance: Board met 16 times (Bank Board 21). Directors attended >75% of Board and committee meetings during periods served; all directors attended the November 14, 2024 annual meeting .

Fixed Compensation

Directors receive no additional compensation for Axos Bank board service; perquisites above reporting thresholds were not provided; travel-related reimbursements apply .

Performance Compensation

• Equity-heavy mix: FY2025 total equity awards for Grinberg were $1,036,662 vs. cash $140,167, aligning director interests with long-term stockholder value .
• Program structure: Annual RSUs moved to dollar-denominated grants; timing shifted to immediately after the annual meeting each November (effective 11/14/2024) .

Other Directorships & Interlocks

Axos disclosed no transactions with Grinberg beyond the standard employee loan program described below .

Expertise & Qualifications

• Financial reporting and audit: Audit committee financial expert; prior Big Four partner (Deloitte) and multiple public company CFO roles .
• Strategic/M&A execution: Extensive experience in M&A, international operations, capital raising across financial services and technology .
• Board leadership: Long-tenured Axos director (since 2004); Chairman since 2017 with responsibility for agendas and executive sessions .

Equity Ownership

• Stock ownership guidelines: Directors must hold at least 5× annual cash retainer; all non-employee directors are compliant or within phase-in periods .
• Hedging/pledging policy: Prohibits short sales, derivatives, and pledging Axos stock without prior written consent of the CFO; policy incorporated by reference in Form 10-K .

Related Party Exposure – Employee Loan Program

| Name | Largest Principal Outstanding (2025) | Principal Outstanding (6/30/2025) | Interest Paid (2025) | Interest Rate | Notes | |---|---:|---:|---:|---| | Paul J. Grinberg | $5,072,100 | $5,072,100 | $26,500 | 0.56% | Construction loan; principal payments commence upon completion |

• Program terms: Available to directors/officers; standard underwriting; below-market rates partly attributable to collateral pledged by borrower, which may include Company stock; none of the loans to directors/officers were non-accrual/past due/restructured/potential problem loans as of 6/30/2025 .

Governance Assessment

• Strengths: Independent Chair separates oversight from management; Grinberg’s audit expertise and committee leadership bolster financial reporting and risk oversight. Heavy equity-based director pay and ownership guidelines align incentives with long-term TSR .
• Engagement: Board held 16 meetings (Bank Board 21); directors attended >75% and annual meeting attendance was universal in 2024, signaling active oversight .
• Potential Conflicts/Red Flags:
  • Combining Chairman and Audit Committee Chair roles concentrates oversight power; while permissible, it reduces separation between financial oversight leadership and broader board leadership, which some investors view as suboptimal governance design .
  • Participation in Axos Bank’s below-market loan program (0.56% construction loan outstanding of ~$5.07M) introduces related-party optics. Program is disclosed, regulated, and applies on a non-discriminatory basis, but investors often scrutinize such arrangements for alignment and independence risks; collateral for these loans may include Company stock under policy, elevating pledge concerns if used (not specifically disclosed for Grinberg) .
• Independence and compliance: Grinberg is independent; no delinquent Section 16 filings were noted for him (late filings were disclosed only for two other individuals) .

Overall, Grinberg’s financial acumen and long tenure support board effectiveness, but the dual chair roles and participation in insider loan programs warrant monitoring for potential conflicts and oversight concentration risks .