Sara Wardell-Smith
Axos FinancialAbout Sara Wardell-Smith
Independent director of Axos Financial, Inc. since December 2023 (age 54). Former head of Visa’s North America commercial business, and EVP at Wells Fargo with roles spanning financial institutions, global treasury management, FX, and corporate & investment banking. She holds a B.S. in International Finance from the University of San Francisco .
Past Roles
| Organization | Role | Committees/Impact | Notes |
|---|---|---|---|
| Visa | Head of Commercial Business, North America | Led product, partnerships, sales, platforms; initiatives in card issuance, real-time and cross-border payments, new payment flows | Former |
| Wells Fargo | Executive Vice President; Management Committee | Senior leadership across financial institutions group, global treasury management, foreign exchange, corporate & investment banking | Former |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| R&T Deposit Solutions (private) | Independent Board Member | Current | FDIC-insured deposit marketplace |
| C1 Fund (’40 Act closed-end secondaries) | Independent Board Member | Current | Invests in private digital asset companies |
| Figure Certificate Company (’40 Act fund) | Independent Director | Current | SEC-registered yield-bearing stablecoin, public debt security native to blockchain |
| NYCA (VC) | Advisor | Current | Fintech-focused venture capital |
| Revolut (U.S. board) | Director | Prior | Fintech |
| CLS Group & CLS Bank International | Director | Prior | Multi-currency cash settlement for financial institutions |
| Working Group on U.S. Renminbi Trading & Clearing; Global Foreign Exchange Division | Member/Board | Prior | Market infrastructure and FX policy |
Board Governance
- Independence: Classified as independent director; Axos board is 91% independent (10 of 11 directors) .
- Board tenure: Director since December 2023 .
- AX Financial committees: None .
- Axos Bank risk committees: Asset/Liability; Compliance and Independent Credit Review .
- Attendance: In FY2025 the Axos Financial board met 16 times; Axos Bank board met 21 times; all directors attended >75% of meetings they served and attended the 2024 Annual Meeting .
- Leadership/structure: Chairman is independent (Paul J. Grinberg); CEO is Gregory Garrabrants; all board committees comprise independent directors .
Fixed Compensation
| Component (Non‑Employee Director) | FY 2025 Amount | Detail |
|---|---|---|
| Annual cash retainer schedule | $44,000 | Effective Nov 14, 2024; no meeting fees; premiums only for chair/vice chair roles |
| Fees earned/paid in cash (actual) | $42,333 | FY2025 actual cash paid |
| Committee chair fees | $0 | Not a chair; premiums apply only to specified roles |
| Meeting fees | $0 | Attendance expected; no per‑meeting fees |
Performance Compensation
| Grant Type | Grant Date | Units | Per‑Unit Fair Value | Grant Date Total Fair Value | Vesting |
|---|---|---|---|---|---|
| RSUs (annual director grant) | 11/14/2024 | 4,289 | $80.58 | $345,608 | RSUs fully vest on each anniversary of grant date |
- Structure: Director equity moved to dollar‑denominated RSUs timed to immediately follow the annual meeting starting November (changed from fixed shares); majority of director pay is equity with ownership requirement of 5x annual cash retainer within five years; all non‑employee directors are either in compliance or in phase‑in period .
Other Directorships & Interlocks
| Company | Relationship to Axos (if any) | Noted Conflict/Transaction |
|---|---|---|
| R&T Deposit Solutions; C1 Fund; Figure Certificate Co.; NYCA; Revolut; CLS Group/Bank | None disclosed | The Related Party Transactions section does not disclose any transaction involving Wardell‑Smith; employee loan program table does not list her among participants |
Expertise & Qualifications
- Wholesale banking, payments, fintech partnerships; deep operational and institutional coverage across FI groups, treasury, FX, and CIB .
- Board/market infrastructure experience across settlement systems and FX governance; fintech advisory/board roles .
- Education: B.S. International Finance (University of San Francisco) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 14,539 |
| Ownership as % of shares outstanding | <1% (star in proxy table) |
- Director ownership guideline: Maintain at least 5x annual cash retainer within five years of appointment; directors either compliant or within transition period .
Governance Assessment
- Board effectiveness: Independent status, solid attendance (>75%), and service on bank risk committees (ALCO and compliance/independent credit review) indicate risk oversight engagement; no Axos Financial committee roles yet (opportunity to expand committee responsibilities over time) .
- Alignment and incentives: Heavy equity component and 5x retainer ownership guideline support long‑term alignment; her FY2025 mix was ~89% equity by grant value (RSUs $345,608 vs cash $42,333) .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Wardell‑Smith; company hedging/pledging policy restricts speculative transactions and pledging without prior written consent (note employee loan program may include collateral pledges generally, but she is not listed) .
- Attendance/engagement signal: All directors attended the 2024 annual meeting; board met frequently (16 meetings at parent; 21 at bank), suggesting active oversight cadence .
- RED FLAGS: None disclosed specific to Wardell‑Smith. No late Section 16 filings noted for her; the delinquent Form 3 note pertains to other individuals . No director‑specific hedging/pledging exceptions or related‑party dealings identified .