Brittany Bagley
AXON ENTERPRISEAbout Brittany Bagley
Brittany Bagley, 41, is Axon’s Chief Operating Officer and Chief Financial Officer, having joined Axon in September 2022 following roles as CFO of Sonos and Managing Director at KKR; she holds a B.A. in Economics, magna cum laude, from Brown University and serves on Aurora Innovation’s board (Audit Chair, Compensation Committee) . Axon’s 2024 results provide the performance backdrop for her pay-for-performance incentives: revenue reached $2.1B with Adjusted EBITDA of $521M (25% margin), and AXON’s TSR ranks above the 95th percentile among S&P 500 on 1-, 3-, 5-, and 10-year horizons . Her role integrates finance with operations (manufacturing, supply chain, enterprise) to drive working capital, COGS, and cash flow improvements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonos, Inc. | Chief Financial Officer | Apr 2019–Sept 2022 | Led finance, corporate development and investor relations; multi-year public-company CFO experience |
| Sonos, Inc. | Director | Sept 2017–Apr 2019 | Board oversight prior to CFO transition |
| KKR | Managing Director; prior roles (2007–2017) | 2007–2017 | TMT private equity investing across semis, consumer electronics, software; deep transaction/strategy exposure |
| Goldman Sachs | Analyst | Early career | Foundational training in finance and capital markets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aurora Innovation, Inc. (NASDAQ: AUR) | Director; Audit Committee Chair; Compensation Committee member | Since July 2021 | Public-company board governance, audit leadership enhances Axon financial oversight perspective |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Annual Bonus ($) |
|---|---|---|---|
| 2022 | 121,023 | — | 179,910 |
| 2023 | 450,000 | 600,000 | 892,563 |
| 2024 | 450,000 | 600,000 | 790,200 |
Notes:
- Initial hire terms (Aug 2022 8‑K): base salary $450,000; annual cash incentive eligibility $450,000; initial service-based RSUs 66,214; performance-based XSUs 42,996; sign-on RSUs 28,378 with scheduled installments .
- 2025 target composition remained consistent: salary $450,000; target cash incentive $600,000; long-term XSUs $2,250,000 annual target; RSUs $3,200,000 annual target (seven-year XSP coverage; RSUs granted earlier vest in 2025) .
Performance Compensation
Annual Cash Incentive Framework and Results (2024)
| Metric | Threshold | Target | Maximum | Actual | Weight | Weighted Payout Contribution |
|---|---|---|---|---|---|---|
| Revenue ($MM) | 1,443.8 | 1,925.0 | 2,115.0 | 2,040.0 | 30.0% | 39.1% |
| Adjusted EBITDA Margin (%) | 16.9% | 22.5% | 23.5% | 26.1% | 30.0% | 45.0% |
| New Market Bookings ($MM) | 750.0 | 1,000.0 | 1,250.0 | 1,002.0 | 20.0% | 20.1% |
| New Product Adoption (%) | 41.4% | 55.2% | 62.2% | 60.5% | 20.0% | 27.6% |
| Total Plan Payout | — | — | — | — | — | 131.7% |
| Bagley Cash Payout ($) | — | — | — | — | — | 790,200 |
Long-Term Equity: XSUs (2024 Employee eXponential Stock Plan)
| Tranche | Operational Goal (Trailing 4Q) Revenue ($MM) OR Adj. EBITDA ($MM) | Stock Price Goal ($) | Minimum Service Requirement | Status |
|---|---|---|---|---|
| 1 | 1,834 or 382 | 247.40 | Employee XSP: June 2025; CEO Award: Dec 2028 | Metrics for tranches 1–2 certified achieved Mar 24, 2025; no vesting as of Mar 31, 2025 due to service requirement |
| 2 | 2,293 or 497 | 309.25 | Employee XSP: Dec 2025; CEO Award: Dec 2028 | Same status as above |
| 3 | 2,866 or 644 | 386.56 | Employee XSP: June 2026; CEO Award: Dec 2029 | Ongoing |
| 4 | 3,583 or 834 | 483.20 | Employee XSP: Dec 2026; CEO Award: Dec 2029 | Ongoing |
| 5 | 4,479 or 1,077 | 604.00 | Employee XSP: June 2027; CEO Award: Dec 2030 | Ongoing |
| 6 | 5,599 or 1,389 | 755.00 | Employee XSP: Dec 2027; CEO Award: Dec 2030 | Ongoing |
| 7 | 6,999 or 1,739 | 943.75 | Employee XSP: June 2028; CEO Award: Dec 2030 | Ongoing |
Bagley’s 2024 grants: 213,918 XSUs (grant date fair value $51,167,752) under the 2024 Employee XSP; vesting requires achievement of stock price, operational goals, and service conditions; metrics for tranches 1–2 achieved but service not yet met by Mar 31, 2025 .
Service-based RSUs (recent awards)
| Grant | Shares | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| March 14, 2024 RSUs | 3,213 | 984,560 | Intended to cover July–Dec 2023 OTE allocated to XSUs; vested Sept 2024 |
| Dec 2023/Sept 2023 RSUs | See outstanding awards below | — | Multi-year schedules noted below |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 26,458 shares; less than 1% of shares outstanding |
| Shares acquirable within 60 days | None disclosed |
| Stock ownership guidelines (executives) | NEOs required to own at least 50,000 shares; includes vested and unvested options, RSUs, and XSUs in counting |
| Pledging/Hedging | Hedging prohibited; pledging limited (legacy exemptions apply); no pledging disclosed for Bagley; director Hadi Partovi maintains a legacy pledge position per policy note |
Outstanding Equity Awards (12/31/2024)
| Award Type | Units | Market/Payout Value ($) | Vesting Notes |
|---|---|---|---|
| XSUs (Employee XSP) | 213,918 | 127,135,746 | Vests upon stock price, operational goals, and service conditions |
| RSUs (3-year annual intervals) | 24,938 | 14,821,152 | Fully vested Sept 2025 |
| RSUs (quarterly installments) | 7,094 | 4,216,106 | Vests through Sept 2025 |
| RSUs (3-year annual intervals) | 17,988 | 10,690,628 | Fully vested Aug 2026 |
2024 vesting activity: 39,478 shares acquired upon vesting, value realized $15,294,980; no vesting under 2024 XSP in 2024 .
Employment Terms
| Term | Bagley’s Agreement (non-CEO NEO) |
|---|---|
| Employment start date | Effective Sept 26, 2022 (appointed Aug 10, 2022) |
| Contract structure | At-will; company may terminate with/without cause; Good Reason allowed solely related to Change in Control definitions |
| Non-compete / Non-solicit | Non-compete not applicable while residing/working in California; non-solicit and non-disparagement covenants apply |
| Severance – without cause | 12 months’ salary continuation; annual target bonus for year of termination; time-based RSUs scheduled during notice/severance continue to vest |
| Change-in-control (double trigger) | 36 months’ salary continuation; pro-rata annual target bonus; 12 months healthcare benefits; time-based RSUs vest |
| Death or disability | 18 months’ salary continuation; pro-rata bonus; time-based RSUs vest |
| XSP acceleration mechanics | On termination without cause, operational goals disregarded; all tranches with stock price achieved vest; next unattained tranche partially vests pro rata by comparing 90-day VWAP to stock price goal; special CIC “CIC Units” treatment and service-date rules apply; death/disability disregards service dates if price and operational goals achieved |
| Clawback policy | Effective Dec 1, 2023; applies to incentive-based compensation “received” after Oct 2, 2023; no clawback triggered by 2024 Revision; only 2023 annual cash incentives were assessed (no recovery required) |
| Perquisites | Option to use concierge medical services; private air travel permitted for business under policy approvals (CEO and President noted usage; Bagley’s perquisite usage not specifically listed) |
| Deferred compensation | Elected to defer 50% of her 2024 bonus ($395,100) into the Deferred Compensation Plan in March 2025 |
Compensation Structure Analysis
- Mix and trend: Bagley’s 2024 stock awards rose to $52.15M due to the seven-year 2024 Employee XSP grant (213,918 XSUs, fair value $51.17M) plus RSUs ($0.98M), reflecting a shift toward at-risk equity tied to multi-year operational and stock-price hurdles; cash compensation remained modest relative to equity .
- Annual bonuses remain performance-linked and paid above target (131.7%) on strong revenue growth and margin outperformance .
- Performance metrics set higher targets versus prior programs and require concurrent achievement of stock and operational hurdles; tranches 1–2 certified achieved in March 2025, but vesting is constrained by service dates—supporting retention alignment .
Compensation Peer Group (Benchmarking)
| Peer Companies (selected) |
|---|
| Alarm.com; ANSYS; Aspen Technology; CrowdStrike; Datadog; Dynatrace; Elastic; Fair Isaac; HEICO; HubSpot; MongoDB; Palantir; Paycom; Paylocity; Procore; PTC; Samsara; Tyler Technologies; Zscaler |
Performance & Track Record
- 2024 achieved record revenue $2.1B (third consecutive year of 30%+ growth) and Adjusted EBITDA $521M (25% margin), hitting revenue/margin targets ahead of plan .
- AXON TSR ranks above the 95th percentile among S&P 500 over multiple time horizons, reinforcing the stock-price component credibility of XSP tranches .
Equity Ownership & Alignment
| Measure | Data |
|---|---|
| Beneficial ownership | 26,458 shares; less than 1% of class |
| Ownership guidelines | NEOs required to own ≥50,000 shares; guideline counts vested and unvested options/RSUs/XSUs toward compliance |
| Pledging/Hedging | Hedging prohibited; pledging constrained; no Bagley pledge disclosed; legacy director pledge noted separately |
Vesting Schedules and Potential Selling Pressure
- Near-term RSU vest dates: 24,938 RSUs fully vest Sept 2025; 7,094 RSUs vest in eight equal quarterly installments through Sept 2025; an additional 17,988 RSUs vest in annual installments, fully vested by Aug 2026—creating scheduled supply events .
- XSP tranches 1–2 certified achieved (Mar 24, 2025) but cannot vest until service dates (June/Dec 2025), implying concentrated vest potential in mid/late 2025 contingent on stock and operational durability .
Employment & Contracts
- Standard executive employment agreement with severance protections; double-trigger change-in-control vesting mechanics for XSP; non-compete carve-out due to California residency/work .
Risk Indicators & Red Flags
- Clawback policy in place and tested following 2024 Revision; no recovery required on 2023 incentives—a positive governance indicator .
- No Bagley-specific pledging or related-party transactions disclosed; hedging prohibited per policy .
Say-on-Pay & Shareholder Feedback
- Axon engaged with >30 shareholders covering ~60% of outstanding shares; ~40% engaged; 2024 program enhancements emphasize long-term alignment and dilution control (3% SBC target) .
Investment Implications
- Strong alignment: The 2024 XSP’s multi-hurdle structure and service gates create durable retention and high beta to revenue/EBITDA scaling and stock performance, with tranches 1–2 already certified on metrics but deferred by service—supporting multi-year continuity .
- Potential supply from scheduled RSU vesting in 2025 and 2026 could create predictable insider-related share flows; monitor filing calendar and vest dates for tactical trading signals .
- Change-in-control economics and prorated vesting mechanics reduce windfall risk and focus value realization on stock/operational achievement—favorable for pay-for-performance investors .
- Execution risk remains centered on sustaining 30%+ growth cadence and hitting higher-tier XSP operational/price thresholds; current TSR leadership suggests market confidence but increases sensitivity to growth normalization .