Adriane Brown
AXON ENTERPRISEAbout Adriane Brown
Adriane Brown, age 66, has served as an independent director of Axon since 2020. She is Managing Partner at Flying Fish Partners (since 2021; Venture Partner since 2018), with prior senior operating roles at Intellectual Ventures (President & COO 2010–2017; Senior Advisor through December 2018), Honeywell Transportation Systems (President & CEO 2005–2009), and 19 years at Corning, Inc. (ultimately VP & GM, Environmental Products Division). She holds a B.A. in environmental health from Old Dominion University (Honorary Doctorate of Humane Letters) and an M.A. in Management from MIT as a Sloan Fellow . Axon’s Board classifies Brown as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flying Fish Partners | Managing Partner; Venture Partner | Managing Partner since 2021; Venture Partner since 2018 | Fund investing in AI/ML-driven startups; Investment Committee member |
| Intellectual Ventures | President & COO; Senior Advisor | President & COO 2010–2017; Senior Advisor through Dec 2018 | Led commercialization of inventions; operating leadership in technology investments |
| Honeywell Transportation Systems | President & CEO | 2005–2009 | Led automotive/aerospace businesses globally |
| Corning, Inc. | VP & GM, Environmental Products Division; earlier roles | 19 years (started as shift supervisor) | Operations and product leadership in environmental products |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| American Airlines Group Inc. | Director | Current public company board service |
| eBay Inc. | Director | Current public company board service |
| KKR & Co Inc. | Director | Current public company board service |
| International Women’s Forum | Director | Non-profit board service |
Board Governance
- Committee assignments: Compensation Committee (member), Nominating & Corporate Governance Committee (Chair), Enterprise Risk & Compliance Committee (member) .
- Independence: The Board determined all directors other than Patrick Smith and Matthew McBrady were independent in 2024; Brown is independent .
- Attendance: The Board met nine times in 2024; no director attended fewer than 75% of Board and applicable committee meetings. All directors attended the 2024 Annual Meeting .
- Committee rigor: 2024 meetings held—Audit (7), Compensation (3), NCG (8), Enterprise Risk & Compliance (4), M&A & Capital Structure (6). Brown’s committees (Comp, NCG, ERC) met 3, 8, and 4 times respectively .
- Governance scope: NCG oversees board nominations, governance policies, succession planning, ESG/sustainability oversight; ERC oversees enterprise risk, cybersecurity/data protection, and AI governance framework .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | $10,000 per quarter for non-employee directors |
| Committee member fees | $7,500 | Compensation Committee member fee |
| Committee chair fees | $10,000 | NCG Committee chair fee |
| ERC member fee | $6,000 | Enterprise Risk & Compliance Committee member fee |
| Total cash fees (2024) | $63,500 | Sum of retainer and committee fees; matches proxy disclosure |
| Equity grant (RSUs) | $199,354 | 657 RSUs granted May 10, 2024, vesting in one year; grant-date fair value shown |
| Total 2024 director compensation | $262,854 | Cash + stock awards |
| 2025 policy change | RSU annual grant increased to $260,000 | Beginning in 2025; Compensation Committee Chair fee increased to $25,000 (not applicable to Brown) |
Performance Compensation
| Metric Type | Disclosure | Detail |
|---|---|---|
| Performance-linked director metrics | None disclosed | Axon director RSUs vest time-based (one-year); director pay structure does not include performance metrics for directors |
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Observation |
|---|---|---|
| KKR & Co Inc. | Director | Axon’s COO/CFO Brittany Bagley previously served as a Managing Director at KKR (2017–2019 and earlier roles since 2007), indicating a network tie but no related-party transaction disclosed |
| American Airlines Group Inc. | Director | No Axon-related transactions disclosed |
| eBay Inc. | Director | No Axon-related transactions disclosed |
Related-party transactions policy: Audit Committee reviews/approves any related-party transactions >$120,000; none disclosed involving Brown in the proxy .
Expertise & Qualifications
- Technology and AI/ML expertise through venture investing and transformation leadership (Flying Fish Partners; technology transformations across markets) .
- Risk oversight and governance experience via service on multiple public boards (Allergan, American Airlines, eBay, KKR, Harman, Raytheon) .
- Education: B.A. environmental health (Old Dominion University), Honorary Doctorate of Humane Letters; M.A. in Management, MIT Sloan Fellow .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Adriane Brown | 6,723 | 657 | 7,380 | <1% |
- Director stock ownership guidelines: Non-employee directors must hold Axon stock equal to 5× base cash compensation (equates to $200,000 for 2024); new directors have up to 3 years to comply; selling restricted if below guideline .
- Hedging and pledging: Company policy prohibits hedging; pledging limited to 25% of total holdings at origination; no pledging disclosed for Brown (pledge disclosure applies to another director) .
Governance Assessment
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Strengths:
- Independent director with multi-industry operating background and deep governance experience; chairs NCG and serves on Compensation and ERC—positions critical for board effectiveness and oversight of succession, governance policy, ESG, risk, cybersecurity, and AI governance .
- Strong engagement structure: Board had nine meetings; no director fell below 75% attendance; Brown’s committees were active (NCG met 8 times; ERC 4; Compensation 3), signaling robust governance throughput .
- Director compensation balanced between cash retainers/committee fees and annual RSUs, aligning interests with shareholders; total 2024 compensation $262,854 .
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Potential watch items:
- Multiple external public boards (AAL, eBay, KKR) plus Axon—still within Axon’s limit of up to four public boards for non-executive directors, but monitor time commitments given extensive committee work at Axon .
- Network tie with KKR via Axon’s COO/CFO past employment; no related-party transactions disclosed, but continue monitoring for any future engagements or transactions requiring Audit Committee oversight .
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Red flags observed: None disclosed regarding Brown—no related-party transactions, hedging/pledging, or attendance shortfalls; no legal or SEC proceedings noted in director sections of the proxy .