Stefani Carter

About Stefani Carter

Stefani D. Carter is an independent director of Axos Financial, Inc., first appointed on August 31, 2021; she is 47 years old, a practicing attorney since 2005, and holds a JD from Harvard Law School, an MPP from Harvard Kennedy School, and dual bachelor’s degrees in Government and Journalism from the University of Texas at Austin . She currently serves as Chair of the Nominating/Corporate Governance Committee and is a member of the Compensation Committee; on the Axos Bank board she serves on the Asset/Liability Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating/Corporate Governance; Member, Compensation (all members are independent) .
• Axos Bank committees: Asset/Liability Committee member .
• Independence: Board determined she meets NYSE independence standards; Audit, Compensation, and Nominating/Corporate Governance committees are fully independent .
• Meeting engagement: FY2025 Board held 16 meetings (Bank Board 21); directors attended >75% of Board/committee meetings and all directors attended the November 14, 2024 annual meeting .
• Committee activity levels: FY2025 meetings—Audit: 11; Compensation: 6; Nominating/Corporate Governance: 2 .

Fixed Compensation

• Cash retainers and premiums: Chairman of the Board ($117,000), Vice Chairman ($73,000), Audit Chair ($73,000), Compensation Chair ($59,000), Other directors ($44,000) effective Nov 14, 2024; no cash premium disclosed for Nominating/Corporate Governance Chair role .

Performance Compensation

• Director stock ownership guidelines: Minimum of 5x annual cash retainer within five years of appointment; the company reports all non-employee directors are either compliant or within the phase-in period .
• Award structure: In FY2025, RSU grants moved to dollar-denominated awards timed post-annual meeting (Other directors: $345,550); grants vest on anniversary of grant; premiums apply to certain leadership roles (not Nominating Chair) .
• Performance metrics: No performance-based metrics are disclosed for director equity; director RSUs are time-vested and not tied to financial/ESG targets .

Other Directorships & Interlocks

• Related-party policy: Axos maintains a formal policy for transactions >$120,000 with related persons; ordinary banking products/services to directors/officers are pre-approved under standard terms; employee home loan program offered on below-market rates subject to eligibility .
• Loan program participation: 2024 Loan Program listing shows outstanding balances for certain directors/executives; Carter is not listed among program participants (no outstanding balance disclosed) .

Expertise & Qualifications

• Legal, compliance, and litigation expertise from roles at major firms and as senior counsel/shareholder; civil litigation and contractual disputes focus .
• Public company governance leadership: Lead Director (BHR) and Chairman (WHLR); chairs and serves on governance and related party committees .
• Public sector experience: Former Texas state legislator (2011–2015) .
• Education: Harvard Law (JD), Harvard Kennedy School (MPP), UT Austin (BA Government; BJ Journalism) .

Equity Ownership

• Inclusion note: Beneficial ownership includes RSUs that vest within 60 days of the record date where applicable; percentages based on 56,595,223 shares outstanding as of September 16, 2025 .
• Hedging/pledging: Insider Trading Policy prohibits short sales, derivatives, and pledging of company securities without prior written consent of the CFO .
• Ownership guidelines: Directors must maintain ≥5x annual cash retainer in Axos stock within five years; company reports compliance/phase-in status across non-employee directors .
• Loan collateral: Employee home loan program collateral may include company stock; however, Carter is not listed as a participant with outstanding loans for FY2024 .

Compensation & Governance Signals

• Director pay mix emphasizes equity (RSUs) more than peers; ownership guidelines intended to align director interests with shareholders .

Shareholder Voting Outcomes (2025 Annual Meeting)

• Carter and Court received materially higher withheld votes than Argalas and Santi; say-on-pay support was mixed, with substantial “Against” votes recorded .

Governance Assessment

• Strengths: Independent director; chairs key governance committee; extensive legal and public company governance experience; equity-heavy compensation and ownership guidelines promote alignment; board-wide independence of key committees; directors’ meeting participation thresholds met in FY2025 .
• Watch items/RED FLAGS: 2025 election results show elevated withheld votes for Carter relative to certain peers; advisory say-on-pay exhibited notable opposition, signaling investor scrutiny of compensation/governance practices . Monitor any potential related-party exposures via her external REIT roles; Axos’ related-party policy governs such transactions and no Carter-specific transactions were disclosed in the proxy .