Explanatory Note
On July 5, 2023, Axon Enterprise, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to disclose the promotion of Joshua M. Isner to President and the promotion of Brittany Bagley to Chief Operating Officer and Chief Financial Officer, in each case effective June 28, 2023. This Form 8-K/A is being filed as an amendment to the Original Report to disclose changes to the compensation arrangements for Mr. Isner and Ms. Bagley, commensurate with the changes in their respective roles, which changes were determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) following its review of current peer data. No other changes have been made to the Original Report, the contents of which are incorporated into this amendment by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2023, the Compensation Committee approved revised executive compensation packages for Mr. Isner and Ms. Bagley, in connection with their previously announced promotions to President and Chief Operating Officer and Chief Financial Officer, respectively. Changes to annual base salary and annual target cash incentive compensation are effective as of July 1, 2023. The changes are consistent with the Compensation Committee’s compensation philosophy to generally set executive compensation at approximately the 50% benchmark to peers.
In connection with his promotion, Mr. Isner will receive an annual base salary of $500,000. He will be eligible for annual target cash incentive compensation of $500,000. He will also be eligible for service-based and performance-based restricted stock units (“RSUs”) totaling a target of $11.32 million annually. Effective as of September 7, 2023, Mr. Isner was granted 95,223 service-based RSUs, which will vest as to 34,887 RSUs on the first anniversary of the grant date, as to 27,856 RSUs on August 13, 2025, and as to 32,480 RSUs on August 13, 2026, subject to continued service through each vesting date to catch up to this target compensation.
There was no change to Ms. Bagley’s annual base salary in connection with her promotion. She will be eligible for annual target cash incentive compensation of $600,000. She will also be eligible for service-based and performance-based RSUs totaling a target of $5.45 million annually. Effective as of September 7, 2023, Ms. Bagley was granted 24,155 service-based RSUs, which will vest as to 6,167 RSUs on the first anniversary of the grant date, as to 1,542 RSUs on August 13, 2025, and as to 16,446 RSUs on August 13, 2026, subject to continued service through each vesting date to catch up to this target compensation.