Corporate Board Profile
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| Filing Date | Source Excerpt |
|---|---|
| 2013-04-03 | Richard H. Carmona 63 Director 2007 2015 The following table summarizes the compensation paid to non-employee directors for the fiscal year ended December 31, 2012. Richard H. Carmona 35,000 50,034 — 85,034 The Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee have each adopted charters that govern their respective authority, responsibilities and operation. |
| 2014-04-04 | Vice Admiral (Retired) Richard H. Carmona M.D., M.P.H., F.A.C.S. Director since 2007 Class C Age: 64 Board Committees: Audit Committee, Nominating and Corporate Governance Committee, Litigation Committee Other Public Company Boards: The Clorox Company, The Herbalife Company Dr. Carmona was sworn in as the 17th Surgeon General of the United States on August 5, 2002 and served the statutory four year term. |
| 2015-04-02 | Vice Admiral (Retired) Richard H. Carmona M.D., M.P.H., F.A.C.S. (Nominated) Director since 2007 Class C Age: 65 Board Committees: Audit Committee, Nominating and Corporate Governance Committee (Chair), Litigation Committee ...The following table summarizes the compensation paid to non-employee directors for the fiscal year ended December 31, 2014. ... Richard H. Carmona $43,250 Fees Earned or Paid in Cash $79,997 Stock Awards $0 All Other Compensation $0 Change in Pension Value and Nonqualified Deferred Compensation Earnings $123,247 Total ... |
| 2016-04-01 | Vice Admiral (Retired) Richard H. Carmona M.D., M.P.H., F.A.C.S. Director since 2007 Class C Age: 66 Board Committees: Audit Committee, Nominating and Corporate Governance Committee (Chair), Litigation Committee ... The following table summarizes the compensation paid to non-employee directors for the fiscal year ended December 31, 2015. ... Richard H. Carmona $51,500 Fees Earned or Paid in Cash, $80,000 Stock Awards, Total $131,500. |
| 2017-04-14 | Vice Admiral (Retired) Richard H. Carmona M.D., M.P.H., F.A.C.S., Director since 2007, Age: 67, Board Committees: Audit Committee, Nominating and Corporate Governance Committee (Chairman), Litigation Committee, Compensation: $131,500 |
| 2018-04-13 | Director Nominations...Vice Admiral (Retired) Richard H. Carmona M.D., M.P.H., F.A.C.S....Age: 68...Board Committees: Nominating and Corporate Governance Committee (Chairman), Litigation Committee, Scientific and Medical Committee...Dr. Carmona...Other Public Company Boards: The Clorox Company, The Herbalife Company...Director Compensation...Richard H. Carmona...$55,500 fees earned or paid in cash, $160,000 stock awards, total $215,500. |
| 2018-12-31 | The following table summarizes the compensation paid to non-employee directors for the fiscal year ended December 31, 2017. Richard H. Carmona: Fees Earned or Paid in Cash $55,500, Stock Awards $160,000, Total $215,500. |
| 2019-04-16 | Vice Admiral (Retired) Richard H. Carmona M.D., M.P.H., F.A.C.S. Director since 2007 Class C Age: 69 Board Committees: NCG Committee (Chairman), Litigation Committee, Scientific and Medical Committee ... The following table summarizes the compensation paid to non-employee directors for the fiscal year ended December 31, 2018. ... Richard H. Carmona $58,000 Fees Earned or Paid in Cash $221,700 Stock Awards $0 All Other Compensation $279,700 Total |
| 2021-04-12 | Vice Admiral (Retired) Richard H. Carmona M.D., M.P.H., F.A.C.S. Director since 2007 Class C Age: 71 Board Committees: NCG Committee (Chair), Litigation Committee, Scientific and Medical Committee Other Public Company Boards: The Clorox Company, The Herbalife Company Dr. Carmona was sworn in as the 17th Surgeon General of the United States on August 5, 2002 and served the statutory four year term. Prior to being named United States Surgeon General, Dr. Carmona was the chairman of the State of Arizona Southern Regional Emergency Medical System, a professor of surgery, public health and family and community medicine at the University of Arizona, and the Pima County Sheriff’s Department surgeon and deputy sheriff. He is currently employed as Chief of Health Innovation of Canyon Ranch Health in Tucson, Arizona and has held that position since October 1, 2006. Dr. Carmona attended Bronx Community College of the City University of New York where he earned his associate of arts degree. Dr. Carmona holds a B.S. degree and medical degree from the University of California, San Francisco. He has also earned a Master’s Degree in Public Health from the University of Arizona. Director Nominations The Nominating and Corporate Governance Committee (the “NCG Committee”) is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. Nominees may be suggested by directors, members of management, shareholders, or, in some cases, by a third-party firm engaged by the NCG Committee. Shareholders who wish the NCG Committee to consider their recommendations for nominees for the position of director should submit their recommendations in writing by mail to the Nominating and Corporate Governance Committee, c/o Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, AZ 85255. Recommendations by shareholders that are made in accordance with these procedures will receive the same consideration by the NCG Committee as other suggested nominees. Qualifications for All Directors In its assessment of each potential candidate, including those recommended by shareholders, the NCG Committee considers the potential nominee’s demonstrated character, judgment, relevant business, functional and industry experience, and whether they possess a high degree of business, technological, medical, military, political or law enforcement acumen, independence, and other such factors the NCG Committee determines are pertinent in light of the current needs of the Board. The NCG Committee also takes into account the ability of a potential nominee to devote the time and effort necessary to fulfill his or her responsibilities to the Board of Directors. While the NCG Committee does not have a formal diversity policy, it strives to achieve a well-rounded balance of varying skill sets and backgrounds in the composition of the Board. While recognizing that any group of people is more than the sum of its parts, that biography does not always define identity and that attempting to quantify diversity is an imperfect exercise in a world of unique individuals, we also acknowledge and celebrate that our board intentionally reflects a wide range of human experiences and identities. On our board, six identify as men and three identify as women, one identifies as Iranian-American, one identifies as Black, three identify as White or Caucasian, one identifies as a member of the LGBTQ+ community, one is a combat decorated and disabled U.S. Army Special Forces Veteran and a decorated police officer, five were born in the United States, one was born in Iran, two have relied on government-provided public assistance over the course of their lifetime and at least four religions and faith practices are represented by our board. The NCG Committee’s process for identifying and evaluating nominees typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. The Company has not historically paid third parties to identify or assist in identifying or evaluating potential nominees but reserves the right to do so in the future. Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board The Board has identified particular qualifications, attributes, skills and experience that it believes are important to be represented on the Board as a whole in order to advise and contribute to the execution of the Company’s strategic objectives. Each Board member was selected in accordance with the process for the selection and nomination of directors described above. Accordingly, the Board believes that each of the Company’s Board members brings a myriad of attributes that combined benefit the Company and its shareholders. The following table summarizes certain key characteristics of the Company’s business and the associated attributes that have been identified as important to be represented on the Board. Business Characteristics The Company’s business is multifaceted and involves complex financial transactions. Qualifications, Attributes, Skills & Experience ·High level of financial literacy·Relevant CEO, CFO, or treasury experience·Certified Public Accountant, Certified Financial Analyst The Company’s business requires compliance with a variety of regulatory requirements across a number of countries and relationships with various entities and non-governmental organizations. ·Governmental, legal or political experience The Company’s TASER product lines utilize Neuro-Muscular Incapacitation from electrical currents as the method to disable a resisting suspect, which inherently involves medical and scientific testing. ·Medical and/or scientific experience The Company’s primary markets are law enforcement, military and corrections agencies. ·Law enforcement experience ·Military experience The Company’s business includes the innovative fields of cloud computing, software as a service, wearable technology, and other emerging technologies such as artificial intelligence, all of which involve different points of view and perspectives from its traditional TASER background. ·Emerging technologies experience The Board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage risk. ·Risk oversight ·Management expertise Director Nominees in 2020 Vice Admiral (Retired) Richard H. Carmona M.D., M.P.H., F.A.C.S. Director since 2007 Class C Age: 71 Board Committees: NCG Committee (Chair), Litigation Committee, Scientific and Medical Committee Other Public Company Boards: The Clorox Company, The Herbalife Company Dr. Carmona was sworn in as the 17th Surgeon General of the United States on August 5, 2002 and served the statutory four year term. Prior to being named United States Surgeon General, Dr. Carmona was the chairman of the State of Arizona Southern Regional Emergency Medical System, a professor of surgery, public health and family and community medicine at the University of Arizona, and the Pima County Sheriff’s Department surgeon and deputy sheriff. He is currently employed as Chief of Health Innovation of Canyon Ranch Health in Tucson, Arizona and has held that position since October 1, 2006. Dr. Carmona attended Bronx Community College of the City University of New York where he earned his associate of arts degree. Dr. Carmona holds a B.S. degree and medical degree from the University of California, San Francisco. He has also earned a Master’s Degree in Public Health from the University of Arizona. Director Compensation Members of the Board who are employees of the Company are not separately compensated for serving on the Board. Board compensation is reviewed periodically by the Company’s Compensation Committee. In March of 2017, the Company retained Compensia Inc. ("Compensia") to assist the Compensation Committee with reviewing peer group data and updating the Company’s Board compensation program. As a result of this analysis, the Compensation Committee approved updated compensation plans bringing the Company’s total Board compensation levels in line with the median level of its peer group. Non-employee directors of the Company are paid $9,000 per quarter and are eligible to receive annual grants of restricted stock units (“RSUs”) of the Company’s stock with a grant date fair value equal to approximately $160,000 vesting in equal annual installments over three years. New Board members are eligible to receive an initial grant of RSUs with a grant date fair value equal to approximately $160,000 in their first year of service vesting in equal annual installments over three years. The Chairman of the Board receives an additional (i) $5,000 in cash per quarter and (ii) an annual grant of RSUs with a grant date fair value equal to $20,000 vesting over one year. Board members that provide any special Board advisory consultations in their official capacity as a Board member (other than Board and committee meetings) are paid compensation at the rate of $2,500 per day or $1,250 per half day, with no pay for travel days. All directors are reimbursed for reasonable expenses incurred in connection with their attendance at meetings. In addition, board members serving on committees in either the chair or member capacity receive fees as summarized in the following table: Quarterly Chair Quarterly Member Committee Fee Fee Audit 5,000 2,500 Compensation 2,500 1,500 NCG 2,250 1,250 Litigation 1,500 750 Merger and Acquisition 2,500 1,500 Science and Medical 6,000 2,500 Technology 2,500 1,500 Information Security Committee 2,500 1,500 The annual RSU awards are typically granted on the date of the Company’s annual shareholder’s meeting. Directors have the option of deferring all or a portion of their cash compensation into a non-qualified deferred compensation plan. Effective January 1, 2021, non-employee directors of the Company are paid $10,000 per quarter and are eligible to receive annual RSU grants with a grant date fair value equal to approximately $200,000 vesting in equal annual installments over three years. New Board members are eligible to receive an initial grant of RSUs with a grant date fair value equal to approximately $200,000 in their first year of service vesting in equal annual installments over three years. The following table summarizes the compensation paid to non-employee directors for the fiscal year ended December 31, 2020. Name Fees Earned or Paid in Cash Stock Awards All Other Compensation Total Adriane M. Brown $21,000 $160,024 — $181,024 Richard H. Carmona 58,000 160,048 — 218,048 Julie Cullivan 56,000 160,048 — 216,048 Michael Garnreiter 90,000 180,101 — 270,101 Caitlin E. Kalinowski 52,000 160,048 — 212,048 Mark W. Kroll 66,000 160,048 90,200 316,248 Matthew McBrady 62,000 160,048 — 222,048 Hadi Partovi 63,000 160,048 — 223,048 |
| 2022-04-08 | Vice Admiral (Retired) Richard H. Carmona M.D., M.P.H., F.A.C.S. Director since 2007 Class C Age: 72 Board Committees: NCG Committee (Chair), Scientific and Medical Committee ...In 2021, the following table summarizes the compensation paid to non-employee directors for the fiscal year ended December 31, 2021. Richard H. Carmona: Fees Earned or Paid in Cash $59,000, Stock Awards $200,014, Total $259,014. |
| Filing Date | Source Excerpt |
|---|---|
| 2016-09-23 | Richard H. Carmona, Age 66, Vice Chairman, Canyon Ranch. Serves on NGC (Chair) and MDCC. Compensation: $107,745 cash, $130,000 stock awards, total $237,745. |
| 2017-09-22 | Richard H. Carmona, Age 67, Independent Director since 2007, Vice Chairman, Canyon Ranch. Committee Memberships: Chair of Nominating, Governance and Corporate Responsibility Committee, Member of Management Development and Compensation Committee. Compensation: $255,625. |
| 2018-10-01 | Richard H. Carmona, Age 68, Independent Director, Committee Memberships: Nominating, Governance and Corporate Responsibility Committee (Chair), Management Development and Compensation Committee. Compensation: Fees Earned or Paid in Cash $115,000, Stock Awards $150,625, Total $265,625. |
| 2020-10-06 | Richard Carmona has been chief of health innovations of Canyon Ranch Inc.... Age: 70. Committee Membership: Nominating, Governance and Corporate Responsibility Committee (Chair); Management Development and Compensation Committee. |
| 2021-10-06 | Richard H. Carmona has been chief of health innovations of Canyon Ranch Inc.... Age: 71. Committee Membership: Nominating, Governance and Corporate Responsibility Committee; Management Development and Compensation Committee. Director compensation: $269,375. |
| Filing Date | Source Excerpt |
|---|---|
| 2022-03-15 | Dr. Carmona's experience as the Surgeon General of the United States, extensive background in public health, including as CEO of a hospital and healthcare system, and service on other public company boards bring valuable and significant insight to the Board. |
| 2023-03-14 | Dr. Carmona’s experience as the Surgeon General of the United States, as Chief of Health Innovations at a pioneering integrative wellness company, and as distinguished professor of surgery, public health, family, and community medicine are directly relevant to the Company’s business. |
| 2024-03-12 | Dr. Carmona’s experience as the Surgeon General of the United States, as Chief of Health Innovations at a pioneering integrative wellness company, and as distinguished professor of surgery, public health, family, and community medicine are directly relevant to the Company’s business. |
| 2025-03-11 | Dr. Carmona’s experience as the Surgeon General of the United States, as Chief of Health Innovations at a pioneering integrative wellness company, and as distinguished professor of surgery, public health, family, and community medicine are directly relevant to the Company’s business. |
Source material: SEC submissions metadata and DEF 14A proxy filings from EDGAR. Last updated: 2026-03-22