Roque Santi

About Roque Santi

Independent Director since August 2022; age 62. Background spans 37+ years in lending and mortgage with prior C‑suite roles (President/CEO/CFO) and Big Four audit leadership; education includes a bachelor’s degree in Accounting from Pace University and CPA (MD/VA; inactive). Currently serves on Axos Financial’s Audit Committee and is designated an “audit committee financial expert.” Axos Bank committees: Audit; Credit; former Asset/Liability. Independence affirmed under NYSE rules .

Past Roles

External Roles

Board Governance

• Committee Assignments: Audit Committee (Axos Financial); designated audit committee financial expert alongside Paul Grinberg and Nicholas Mosich; Audit Committee met 11 times in FY2025 .
• Bank Committees: Audit; Credit; former Asset/Liability .
• Independence: Board determined Santi is independent under NYSE rules; 10 of 11 directors independent .
• Leadership Structure: Chairman (Paul Grinberg) separate from CEO (Gregory Garrabrants) .
• Attendance: Board met 16 times; Bank board met 21 times; directors attended >75% of meetings of the Board and committees on which they served; all directors attended the Nov 14, 2024 annual meeting .

Fixed Compensation

Performance Compensation

• Equity compensation policy: Annual RSU grant (dollar‑denominated since FY2025), aligns director pay with long‑term shareholder interests; directors must maintain at least 5× annual cash retainer in Axos stock within five years; all directors are either compliant or within phase‑in .

Other Directorships & Interlocks

• Related‑party framework: Axos maintains a Related Party Transaction Policy for transactions >$120k; certain banking services and below‑market residential loan program for insiders are pre‑approved under strict criteria. Loan program collateral may include Company stock; insider trading policy prohibits pledging without prior CFO consent. No Santi‑specific loans are disclosed in FY2025; late Section 16 filings were noted for other individuals, not Santi .

Expertise & Qualifications

• CPA (Maryland and Virginia; inactive); seasoned audit and financial reporting background from Big Four firms; deep mortgage and lending sector expertise .
• Audit Committee Financial Expert designation by Board .

Equity Ownership

• Director ownership guideline: 5× annual cash retainer; directors either compliant or within phase‑in .
• Hedging/Pledging: Policy prohibits short sales, derivatives, and pledging of Company securities without prior CFO consent .

Governance Assessment

• Strengths: Independent director with audit, CFO, and mortgage industry depth; Audit Committee membership and “financial expert” designation strengthen financial oversight. High equity component in director pay enhances alignment; ownership guidelines robust at 5× cash retainer .
• Engagement: Board and committee cadence (16 Board; 11 Audit Committee meetings) and >75% attendance indicate active oversight .
• Shareholder Signals: Santi’s re‑election received 42,645,512 For vs. 1,289,329 Withheld; say‑on‑pay received 25,671,253 For vs. 18,081,439 Against; equity plan amendment approved (27,625,699 For) .
• Conflicts/Related Party: No Santi‑specific related‑party transactions disclosed. Broader insider loan program allows below‑market rates and may permit pledging of Company stock as collateral—policy requires CFO consent; monitor for pledging as a potential RED FLAG though no pledge by Santi is disclosed .

Appendices

Shareholder Vote Outcomes (Nov 13, 2025 Annual Meeting)