Thomas Constantine

About Thomas Constantine

Thomas Constantine is Executive Vice President and Chief Credit Officer at Axos Financial (AX). He joined Axos in 2010 after serving as a senior examiner at the former Office of Thrift Supervision and has 35+ years of banking and financial services experience across roles including portfolio manager, CRE loan officer, chief lending officer, and chief credit officer . He has been an executive officer since 2019; his age is disclosed as 62 in the 2024 proxy and 63 in the 2025 proxy; he holds his position with the Bank only . Company performance during his tenure as a named executive includes FY2025 ROAE of 17.30% and a five-year total shareholder return of 344%, with five-year CAGRs of revenue 16.7% and net income 18.8%; FY2025 TSR was 33%, outperforming the XABQ bank index at 21% .

Past Roles

External Roles

• Not disclosed in recent proxy filings .

Fixed Compensation

Company compensation practices: executives are at-will; no tax gross-ups; no special perquisites; no pensions/SERPs; no single-trigger cash severance on change-in-control .

Performance Compensation

• Long-term equity is delivered in RSUs awarded based on achievement of performance objectives and generally vests in one-third increments on each of the first three anniversaries of grant (CEO vests over four years) .

Specific annual metric weightings/targets for Constantine’s awards are not disclosed; awards are granted based on performance achievement and then service-based vesting .

Equity Ownership & Alignment

• Stock ownership guidelines: Executive Vice Presidents must maintain ownership equal to 3x base salary within 5 years; CEO 8x, CFO 5x; Directors 5x annual cash retainer .
• Hedging/pledging: Policy prohibits short sales, derivatives, and pledging without prior written CFO consent; an Insider Trading Policy applies to all personnel. No pledges by Constantine are disclosed (CEO and a director disclosed margin pledges in FY2024; Constantine not mentioned) .

Employment Terms

Additional FY2025 disclosure for Chief Credit Officer:

• If terminated without cause by the Company: severance equal to bi-weekly salary paid for 12 months and accelerated vesting of all unvested RSUs (subject to customary release) .
• Company practice emphasizes double-trigger change-in-control provisions; executives are employed at will; no single-trigger cash severance .

Related Party Transactions

• Executive Loan Program (FY2024): Constantine had a largest aggregate principal balance of $1,249.9k, period-end principal $1,202.6k, principal paid $47.3k, interest paid $5.2k at a 0.39% AFR-based rate; all executive loans made under the Bank’s program .

Performance & Track Record Context (Company-Level)

Note: These are company results; individual executive targets/weights for Constantine were not specifically disclosed beyond the RSU framework described above .

Compensation Structure Analysis

• Cash vs equity mix: Constantine’s total compensation in FY2024 included ~38% stock awards ($480k of $1.28m), with recurring annual cash bonuses; mix indicates meaningful equity exposure while retaining cash components .
• Shift to RSUs: Axos emphasizes RSUs for NEOs, vesting over three years to promote retention; no stock options or repricings disclosed .
• Ownership alignment: EVP ownership guideline of 3x salary supports alignment; no Constantine pledging disclosed; hedging and pledging generally restricted .
• Clawbacks/gross-ups: No tax gross-ups; clawback specifics discussed for CEO plan, but no Constantine-specific clawback disclosure; company emphasizes stockholder-friendly plan features (double-trigger CIC, no dividends on unvested awards) .

Equity Vesting Schedules and Potential Selling Pressure

• Constantine holds multiple RSU tranches with grant dates 8/25/21, 3/23/22, 9/23/22, 3/15/23, 9/15/23, 3/15/24; non-CEO NEO RSUs vest one-third on each of the first three anniversaries, implying periodic vesting around March 15 and September 15 in coming years, subject to trading window and policy constraints .
• FY2024 vesting totaled 10,370 shares ($470,475 value), evidencing recurring vest events that can create incremental supply if shares are sold to cover taxes or monetized, subject to the Insider Trading Policy .

Stock Ownership Guidelines & Compliance

• Requirement: EVP = 3x base salary ownership within 5 years of appointment .
• Compliance status: Not specifically disclosed for Constantine in the proxies reviewed .

Employment Start, Tenure, and Role

• Joined Axos in 2010; Executive Officer since 2019; Chief Credit Officer; holds position with the Bank only; age 62 (FY2024 proxy), 63 (FY2025 proxy) .

Investment Implications

• Alignment: Constantine’s recurring RSU grants and three-year vesting structure, together with 3x-salary ownership guidelines and no disclosed pledging, support ongoing alignment with shareholders and limit misalignment risk; company policies restrict hedging/pledging, further reinforcing alignment .
• Retention and overhang: Multiple unvested RSU tranches and accelerated vesting upon certain terminations bolster retention but can concentrate vesting/supply around semiannual anniversaries; FY2024 vestings show meaningful realized value .
• Downside protection vs at-risk pay: Cash severance at ~1x salary and double-trigger CIC equity practices suggest moderate protection; compensation relies heavily on equity, indicating performance and stock-price sensitivity without aggressive golden parachutes or gross-ups .
• Governance/RPT risk: Participation in the low-rate executive loan program introduces a related-party optic but is disclosed as a bank program at AFR-based rates; no Constantine-specific hedging/pledging red flags disclosed .
• Execution risk: As CCO, Constantine’s risk discipline is central to sustaining Axos’ above-peer ROE and growth trajectory; company-level results (17.3% ROAE FY2025; 5-year revenue and net income CAGRs of 16.7% and 18.8%) frame favorable performance context, though credit cycle shifts remain the key lever for his remit .