Axon CEO Rick Smith Relinquishes Salary for Ten-Year Performance Plan
Under this performance award, Rick will only be compensated if Axon generates extraordinary shareholder value. He will not receive a salary or cash bonus, nor any new equity compensation that vests automatically with the passage of time.
"Today's announcement bolsters Axon's bold ten-year vision for growth, innovation, and social change with a compensation plan that inspires and motivates," said
CEO Performance Award Details
The performance award consists of a ten-year grant of stock options that vests in 12 tranches. Each of the 12 tranches vests only if a pair of milestones are both met.
- Market Cap Milestones: The first set of milestones are based on Axon's six-month average market cap with the first milestone at
$2.5 billion, nearly double the average today. For each of the remaining eleven milestones, Axon's market cap must continue to increase in $1 billionincrements. For the full award to vest, Axon's market cap must increase to $13.5 billion- more than ten times the company's market cap today using the same six-month average.
- Financial Performance Milestones: To meet the financial performance milestones, Axon must achieve a set of escalating revenue or adjusted EBITDA targets chosen to motivate top-line and bottom-line operational rigor. Revenue milestones start at approximately two times current levels and adjusted EBITDA milestones start at approximately three times current levels. (The revenue and EBITDA targets aren't matched to each other. This structure ensures a focus on proving the profitability of new lines of business while not becoming a constraint against investment flexibility in the long run.)
By combining market cap, revenue, and EBITDA milestones, Rick is motivated to generate long-term value for shareholders through delivering operational results, without incentives to engage in short-term measures.
For each of the 12 tranches that is achieved, Rick will vest in 538,488 stock option shares (corresponding to 1% of Axon's current outstanding shares). If none of the market cap or financial performance objectives are achieved, Rick will receive no compensation.
Rick has been instrumental to Axon's market leadership in less lethal weapons, body cameras, and evidence management software. Axon has an even bolder vision for the next ten years: to make the bullet obsolete, and to enhance transparency in our justice systems ensuring fair, effective justice for all.
Our weapons have saved 196,000 lives and are broadly used by law enforcement worldwide. Rick's personal goal is to launch a TASER weapon that can outperform a lethal handgun within the next decade, offering a new solution to the problems of gun violence, which are painfully highlighted by recent events.
Our wearable cameras and cloud services have transformed public safety, bringing the light of transparency to corners of society where brave men and women confront dangers most of us never see. We plan to revolutionize this sector further with artificial intelligence technology to help law enforcement save time and save lives.
Rick remains Axon's largest individual shareholder, and today's award (which is contingent on his continued leadership) ensures his commitment and focus on delivering on a ten-year vision that can increase shareholder value.
Modeled After the 2018 Tesla CEO Compensation Plan
Upon reviewing the recently-announced Tesla CEO compensation plan, the Axon Board was impressed with the design of the plan to maximize alignment with shareholders while accounting for future unforeseen events. The Tesla plan stood out because it represents 100% pay-for-performance, motivates a long-term commitment, and aligns CEO compensation with value creation for all stakeholders, including employees, customers and shareholders.
Consequently, the Axon Board has mindfully endeavored to mirror the Tesla plan with deviations only where it felt Axon's circumstances are different. Rick's performance award is structurally similar to the Tesla plan, with numbers adjusted for Axon's scale, business model, and objectives. Axon's Compensation Committee engaged
Upcoming Shareholder Vote
The Board granted this award to Rick on
Any shareholder of record or beneficial owner of Axon shares as of the record date (currently projected to be
Proxy Statement Information
Axon plans to file with the
The directors and executive officers of Axon may be deemed to be participants in the solicitation of proxies from the stockholders of Axon in connection with the CEO Performance Award. The following directors and executive officers of Axon are participants in the solicitation: Directors
Certain statements herein, including statements regarding future development plans, are forward-looking statements that are subject to risks and uncertainties. These forward-looking statements are based on management's current expectations. Various important factors could cause actual results to differ materially, including the risks identified in our
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