Brittany Bagley
About Brittany Bagley
Brittany Bagley (age 41 as of March 24, 2025) is an independent Class III director of Aurora Innovation, Inc. (AUR), serving since July 2021; she currently chairs the Audit Committee and sits on the Compensation Committee, and has been designated an “audit committee financial expert.” She is Chief Operating Officer and Chief Financial Officer of Axon Enterprise, Inc.; previously she was CFO of Sonos, Inc. and served on the Sonos board (chair of Compensation Committee). She holds a B.A. in Economics from Brown University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axon Enterprise, Inc. | Chief Operating Officer & Chief Financial Officer | Current (previously Chief Business & Financial Officer since Sept 2022) | Senior operating and finance leadership at public safety technology company |
| Sonos, Inc. | Chief Financial Officer | Apr 2019 – Aug 2022 | Led finance at consumer audio company |
| Sonos, Inc. | Director; Chair, Compensation Committee | Sept 2017 – Apr 2019 | Chaired comp; board oversight |
| KKR & Co. L.P. | Managing Director; prior roles | Dec 2017 – Apr 2019 (MD); other roles July 2007 – Dec 2017 | Private equity investing and portfolio oversight |
| Goldman Sachs | Analyst | Pre-2007 | Investment banking analyst role |
External Roles
| Organization | Role | Status/Period |
|---|---|---|
| Axon Enterprise, Inc. | Chief Operating Officer & Chief Financial Officer (previously Chief Business & Financial Officer since Sept 2022) | Current |
| Sonos, Inc. | Director (Chair, Compensation Committee) | Prior (Sept 2017 – Apr 2019) |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee member; independence affirmed under Nasdaq rules.
- Audit Committee financial expert designation based on formal education and prior financial roles; private sessions with auditor and management noted.
- Board leadership structure: CEO serves as Chair; no Lead Independent Director; reliance on independent committee system and majority-independent board.
- Attendance and engagement: In FY2024 the board met 4x; Audit 4x; Compensation 5x; Nominating & Corporate Governance 4x; each director attended ≥75% of applicable meetings; executive sessions of non‑employee directors held periodically.
| FY2024 Meeting Counts | Number |
|---|---|
| Board meetings | 4 |
| Audit Committee | 4 |
| Compensation Committee | 5 |
| Nominating & Corporate Governance Committee | 4 |
| Director attendance threshold | Each director ≥75% |
Fixed Compensation
| Component | Structure | Value/Detail |
|---|---|---|
| Base director cash retainer | Annual cash | $60,000 |
| Committee chair fees | Audit Chair | $25,000 |
| Committee chair fees | Compensation Chair | $20,000 |
| Committee chair fees | Nominating & Gov Chair | $10,000 |
| Director Cash Compensation | FY2023 | FY2024 |
|---|---|---|
| Fees earned (Bagley) | $85,000 | $85,000 |
| Notes | Base $60k + Audit Chair $25k | Base $60k + Audit Chair $25k |
Performance Compensation
| Equity Program | Structure | Vesting |
|---|---|---|
| Initial RSU award (non‑employee directors) | $225,000 grant value | Vests annually over 3 years; accelerates upon change in control |
| Annual RSU award | $225,000 grant value at each annual meeting | Vests at earlier of 1 year or next annual meeting; accelerates upon change in control |
| Director Equity Compensation (Bagley) | FY2023 | FY2024 |
|---|---|---|
| Stock awards (grant-date fair value) | $213,301 | $191,114 |
| Outstanding stock awards (shares) at year-end | 216,168 (as of 12/31/2023) | 98,503 (as of 12/31/2024) |
Other Directorships & Interlocks
| Entity | Role | Interlock observation |
|---|---|---|
| Sonos, Inc. | Bagley: prior Director (2017–2019) | Michelangelo Volpi is listed as serving on Sonos board (current as of 2024), indicating historic network overlap but no current shared seat with Bagley at Sonos. |
Expertise & Qualifications
- Finance and operating leader: COO & CFO at Axon; former CFO at Sonos; ex‑KKR managing director; Goldman Sachs analyst.
- Audit Committee financial expert designation by AUR board.
- Education: B.A. in Economics (Brown University).
- Independent director status under Nasdaq; no family relationships with other directors/officers.
Equity Ownership
| Date (Record) | Class A Shares Owned | RSUs Vested within 60 Days | Voting Power Note |
|---|---|---|---|
| March 5, 2024 | 134,394 | — | “All directors and executive officers” table shows Bagley’s Class A holdings; percentage <1% noted in table legend. |
| March 24, 2025 | 326,134 | 82,215 | Percent of total voting power marked “*” (less than 1%); RSU vesting within 60 days disclosed in footnote (19). |
- Insider trading policy prohibits hedging, pledging, short sales, and trading in derivatives; applies to directors.
- Company notes independence assessment considered “Related Person Transactions” section; board concluded Bagley is independent.
Governance Assessment
- Strengths: Independent director; Audit Chair and designated financial expert; consistent committee participation; compensation committee uses independent consultant (Semler Brossy) with no conflicts identified.
- Alignment: Mix of cash retainer and time‑vested RSUs; meaningful personal share ownership and RSUs scheduled to vest, with policy prohibiting hedging/pledging.
- Shareholder signals: First Say‑on‑Pay vote in 2024 received over 96% approval, indicating investor support for pay framework (context for overall governance environment).
- Structural considerations: No Lead Independent Director; equity for directors accelerates on change-in-control (common but some investors monitor as pay practice).
RED FLAGS
- Director equity awards accelerate upon change in control (director awards under Outside Director Compensation Policy).
- No lead independent director in a combined Chair/CEO structure (oversight mitigated by independent committees but noted by governance-sensitive investors).
Compensation Committee Analysis (Context)
- Committee composition: Volpi (Chair), Bagley, D’Oyly‑Hughes Johnson; all independent, Rule 16b‑3 non‑employee directors.
- Consultant: Semler Brossy retained; independence affirmed; no conflict of interest.
- Interlocks: None disclosed for committee members.
Notes on Committee Composition Changes
- Audit Committee: Bagley (Chair), D’Oyly‑Hughes Johnson, Boyland (Boyland added Mar 15, 2024).
- Nominating & Corporate Governance: Hoffman (Chair), Bhatt added Feb 3, 2025, Boyland.