Uzair Dada

About Uzair Dada

Uzair Dada, age 58, has served as an independent director of Axos Financial, Inc. since January 2015. He is Founder and CEO (since 2001) of Iron Horse, an award‑winning growth marketing technology and services company; his qualifications include digital marketing technology and systems integration expertise, IT compliance/auditing experience, and a strong business/financial background. He holds degrees from the University of California, Berkeley and the J.L. Kellogg Graduate School of Management at Northwestern University . The Board has determined he is independent under NYSE rules; ten of eleven directors are independent .

Past Roles

External Roles

Board Governance

• Board class/term: Class II director; term expires at the 2027 Annual Meeting .
• Independence: Determined independent by the Board (all Audit, Compensation, and Nominating/Corporate Governance committees comprised of independent directors) .
• Committee assignments:
  • Axos Financial (Company): None .
  • Axos Bank: Technology Committee (Chair) and Credit Committee .
• Attendance: FY2025—Company Board met 16 times; Bank Board met 21 times. Directors attended more than 75% of Board and applicable committee meetings; all directors attended the Annual Meeting on November 14, 2024 .
• Governance features: No meeting fees; equity-heavy director pay; director stock ownership guideline of 5× annual cash retainer with five‑year transition (all non‑employee directors either compliant or within phase‑in) .
• Committee activity (context): FY2025 meetings—Audit (11), Compensation (6), Nominating/Corporate Governance (2), all independent membership .

Fixed Compensation

Performance Compensation

Emphasis on equity: Majority of non‑employee director compensation is RSUs; no perquisites reportable for FY2025; reimbursement for travel/parking/accommodation allowed .

Other Directorships & Interlocks

Expertise & Qualifications

• Digital marketing technology and systems integration; IT compliance and auditing; strong business and financial background .
• Education: University of California, Berkeley; J.L. Kellogg Graduate School of Management (Northwestern University) .
• Technology leadership in Bank committees (Technology Chair) aligning with AX’s tech‑enabled operations .

Equity Ownership

Say‑on‑Pay & Shareholder Feedback

• 2025 Annual Meeting (Nov 13, 2025) quorum: 49,480,296 shares present (87.42% of eligible) .
• Director elections (Class III): “For” votes—Argalas 42,034,547; Court 27,435,298; Carter 27,584,082; Santi 42,645,512 (with broker non‑votes) .
• Say‑on‑pay (advisory): For 25,671,253; Against 18,081,439; Abstain 182,149; Broker non‑votes 5,545,455 .
• Stock Incentive Plan amendment: For 27,625,699; Against 16,153,783; Abstain 155,359; Broker non‑votes 5,545,455 .

Related‑Party Transactions & Conflicts

• Policy covers transactions >$120,000 with related persons; requires review to ensure terms no less favorable than unaffiliated parties; some ordinary banking products pre‑approved .
• Employee Loan Program offers below‑market primary residence loans (9–30 years) with acceptable collateral that “may include Company stock”; outstanding loans to directors/executives comprise ~31% of total program balance; none classified as non‑accrual/past due/restructured/potential problem as of June 30, 2025 .
• Insider Trading Policy prohibits pledging of Company securities by directors, officers, and employees .
• Monitoring note: The allowance for collateral “may include Company stock” in the Loan Program warrants clarity relative to the prohibition on pledging in the Insider Trading Policy; no individual loans or pledges attributed to Dada are disclosed in the proxy .

Governance Assessment

• Independence and alignment: Dada is an independent director with technology/IT compliance expertise; heavy equity weighting in director pay, annual RSUs, and ownership guidelines improve alignment with long‑term shareholder interests .
• Engagement: Serves as Chair of Axos Bank Technology Committee and member of Bank Credit Committee; Board/Bank meeting cadence is high; directors met attendance expectations (>75%) and attended the 2024 Annual Meeting .
• Compensation structure: No meeting fees; cash retainer is modest versus equity RSUs; time‑based vesting on anniversary; RSU grants moved to immediately post annual meeting and are dollar‑denominated—transparent and consistent with best practices .
• Ownership and conduct: Beneficial ownership of 33,699 shares (<1%), with company‑wide prohibition on hedging/pledging; directors must maintain 5× retainer ownership, with compliance or phase‑in reported at Board level .
• Shareholder signals: Mixed sentiment—Board elections for some directors show strong support while say‑on‑pay passed with notable opposition; plan amendment received stronger support, indicating acceptance of equity program extension .
• Red flags to monitor:
  • Potential policy tension between Loan Program collateral (may include Company stock) and anti‑pledging policy; ensure consistent application and explicit exceptions, if any .
  • No explicit disclosure of Dada’s participation in related‑party transactions or loans; maintain surveillance of future proxies/8‑Ks for any Iron Horse interactions with AX .

Director Compensation (FY2025 Summary)

FY2025 Director RSU Grant Details (Dada)

Director Cash Compensation Structure (effective Nov 14, 2024)

Security Ownership (Record Date: Sept 16, 2025)

Governance Notes

• Non‑employee directors also serve on Axos Bank’s Board; no additional compensation for Bank Board service .
• Compensation consultant: F.W. Cook advises CEO and director compensation; assessed independent with no conflicts; reports directly to Compensation Committee .
• Equity plan features: No evergreen or repricing; no tax gross‑ups; double‑trigger change‑in‑control; minimum vesting ≥1 year for 95% of awards; director minimum ownership embedded (5× retainer) .