ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 10, 2022, Axon Enterprise, Inc. (the "Company") issued a press release
announcing the appointment of Brittany Bagley to serve as Chief Financial
Officer and Chief Business Officer, effective September 26, 2022. Ms. Bagley
will also be designated as the Company's Principal Financial and Accounting
Officer. Ms. Bagley succeeds Interim Chief Financial Officer James C. Zito. Mr.
Zito will continue in his position as Senior Vice President of Accounting.
Ms. Bagley, 39, is joining the Company's management team after serving as Chief
Financial Officer of Sonos, Inc. since April 2019. Ms. Bagley also served on the
Board of Directors of Sonos, Inc. from September 2017 to April 2019. From
December 2017 to April 2019, Ms. Bagley served as a Managing Director of
Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, "KKR"), a
global investment firm, and previously served in other roles at KKR from July
2007 to December 2017. Prior to joining KKR, Ms. Bagley was an analyst at The
Goldman Sachs Group, Inc., an investment banking firm. Ms. Bagley has served on
the board of directors of Aurora Innovation, Inc., a self-driving technology
company, since July 2021. Ms. Bagley holds a B.A. in Economics, magna cum laude,
from Brown University.
In connection with her appointment, Ms. Bagley will receive an annual base
salary of $450,000, will be eligible for annual cash incentive compensation of
$450,000, and will be eligible for performance-based and annual service-based
and restricted stock units (RSUs). Upon hire, Ms. Bagley will be granted 66,214
shares of service-based RSUs and 42,996 shares of performance-based RSUs as part
of our eXponential Stock Performance Plan (referred to as "XSUs"). The
service-based RSUs vest 20,638 each on the first and second anniversaries of her
start date and 24,938 on the third anniversary, subject to continued service
through each vesting date. The XSUs vest in 3 equal tranches upon the
achievement of both a market capitalization goal and an internal operational
goal based on revenue. Ms. Bagley will also receive a sign-on RSU award of
28,378 shares that will vest one third upon the anniversary of her start date
and then in 8 equal quarterly installments thereafter, provided that the award
contains a provision for forward acceleration related to future promotion
opportunities.
There are no arrangements or understandings between Ms. Bagley and any other
persons pursuant to which she was chosen to become an officer, she has no direct
or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K and she has no family relationship
with any director or executive officer of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release dated August 10, 2022
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
104 The cover page from this Current Report on Form 8-K, formatted as Inline
XBRL
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