Caitlin Kalinowski
AXON ENTERPRISEAbout Caitlin Kalinowski
Independent director at Axon Enterprise, Inc. since 2019; age 44. Member of Technical Staff at OpenAI focused on AI and robotics; previously led AR Glasses and VR Hardware at Meta’s Reality Labs and was a Product Design Engineer at Apple (Mac Pro, MacBook Air, original unibody MacBook Pro). Holds a B.S. in Mechanical Engineering from Stanford University; brings deep technology product design and AI/robotics expertise relevant to Axon’s portfolio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OpenAI | Member of Technical Staff (AI & Robotics) | — | Technology and AI domain expertise |
| Meta (Reality Labs) | Head of AR Glasses Hardware; former VR Hardware lead | — | Led engineering for Oculus VR devices |
| Apple | Product Design Engineer (Mac Pro, MacBook Air; original unibody MacBook Pro team) | — | Hardware product design/engineering leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lesbians Who Tech & Allies | Strategic Board Member | — | Largest LGBTQ technical organization |
| Other public company boards | None | — | No other public directorships |
Board Governance
- Committee memberships: Audit Committee; Mergers & Acquisitions and Capital Structure Committee (not a chair) .
- Board leadership: Independent Chair (Michael Garnreiter); majority independent board; annual elections; majority vote standard; proxy access; shareholders can call special meetings/act by written consent .
- Independence: Determined independent under Nasdaq Listing Standards (all directors except CEO Patrick Smith and Matthew McBrady) .
- Attendance: 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 activity levels (2024 meetings): Audit 7; M&A/Capital Structure 6 .
Fixed Compensation
- Structure (non-employee directors): $10,000 cash per quarter ($40,000/year) plus committee fees (Audit: $10,000 member; M&A/Capital Structure: $6,000 member); annual RSU grant typically at Annual Meeting; Chair receives additional $5,000/quarter and ~$20,000 RSUs; special advisory day fees $2,500/day ($1,250 half-day) .
- 2024 Actuals (Kalinowski):
- Cash fees: $56,000 total (consistent with $40,000 base + $10,000 Audit member + $6,000 M&A member) .
- RSUs: $199,354 grant-date fair value; 657 RSUs granted May 10, 2024, vest on May 10, 2025 .
| Component | 2024 Amount | Detail |
|---|---|---|
| Base cash retainer | $40,000 | $10,000 per quarter |
| Audit Committee member fee | $10,000 | Annual member fee |
| M&A/Capital Structure Committee member fee | $6,000 | Annual member fee |
| Total cash fees (reported) | $56,000 | Consistent with structure |
| Annual RSU grant | $199,354 fair value; 657 RSUs | Granted 5/10/2024; vest 5/10/2025 |
- 2025 change: Annual director RSU grant value increased to $260,000; Compensation Committee Chair fee increased to $25,000 (not applicable to Kalinowski unless chair in future) .
Performance Compensation
Directors’ equity awards are service-based RSUs (no disclosed performance metrics). For 2024:
- RSU grant: 657 units (grant-date fair value $199,354); vests on one-year anniversary (May 10, 2025) .
- No options or PSUs disclosed for directors; meeting fees available for special advisory work (not reported for Kalinowski) .
| Equity Award | Grant Date | Units | Fair Value | Vesting |
|---|---|---|---|---|
| RSU (annual director grant) | 5/10/2024 | 657 | $199,354 | 5/10/2025 (one-year cliff) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | No other public company board service disclosed |
Expertise & Qualifications
- Technology/product design leadership across OpenAI, Meta, and Apple; extensive hardware engineering and AI/robotics exposure .
- Skills matrix shows technology expertise and risk oversight/management depth at board-level across directors; Kalinowski identified for technology expertise .
- Education: B.S. Mechanical Engineering, Stanford University .
Equity Ownership
- Beneficial ownership (as of March 31, 2025): 6,272 shares owned; 657 shares acquirable within 60 days; total 6,929 (<1% of class) .
- RSUs outstanding (as of Dec 31, 2024): 657 .
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 6,272 | Direct ownership |
| Shares acquirable within 60 days | 657 | RSUs/options vesting within 60 days |
| Total beneficial ownership | 6,929; <1% of class | Based on 77,848,148 shares outstanding |
| RSUs outstanding (12/31/2024) | 657 | Annual director grant |
- Director stock ownership guidelines: Hold stock equal to 5x base cash compensation (for 2024, $200,000); new directors have up to three years to comply; no per-director compliance status disclosed .
- Pledging: Only Hadi Partovi disclosed pledging; no pledging footnote for Kalinowski .
Governance Assessment
- Strengths: Independent director with high-relevance technology/AI hardware expertise; serves on Audit and M&A/Capital Structure committees—key for financial oversight and strategic transactions; attendance met Board standards; compensation structure balances cash retainer and equity to align interests .
- Alignment: Equity grants are service-based with one-year vesting; director ownership guidelines in place; beneficial ownership (6,929 shares incl. near-term vesting) supports alignment, albeit small vs. float .
- Conflicts/Related Parties: No related-party transactions disclosed involving Kalinowski; Audit Committee oversees any related-party transactions >$120,000; none reported for her .
- Red flags: None identified specific to Kalinowski (no pledging, no low attendance, no compensation anomalies). Note general board compensation increase in 2025 (RSU grant value to $260,000) which modestly elevates fixed equity compensation—monitor for pay inflation vs. responsibilities .