Cameron Brooks

About Cameron Brooks

Cameron Brooks is Axon’s Chief Revenue Officer (CRO), age 55, appointed in 2024, leading global sales and services execution; he previously ran EMEA Public Sector at AWS and held senior public sector roles at IBM’s Watson, MEA, and Government Healthcare businesses . He holds a B.S. in Electrical Engineering (University of Waterloo), M.S. and Ph.D. in Electrical Engineering (University of Michigan), and an MBA (NYU Stern) . During 2024, Axon delivered record revenue of $2.1B (+33% YoY), net income of $377M (18.1% margin), and Adjusted EBITDA of $521M (25.0% margin), with TSR above the 95th percentile of S&P 500 on 1-, 3-, 5-, and 10-year horizons—context for performance-linked pay structures that cover Brooks and other NEOs . Brooks’ effective start date for compensation purposes was April 1, 2024 .

Past Roles

N/D = Not disclosed

External Roles

No public company directorships or external roles disclosed for Brooks .

Fixed Compensation

Notes: 2024 payout reflects company plan attainment of 131.7%; Brooks’ payout pro-rated for time employed in 2024 .

Performance Compensation

2024 Annual Cash Incentive (Company-wide framework)

Brooks’ actual cash payout for 2024 was $576,393 (pro-rated) .

2024 Equity Awards and Vesting Mechanics (Brooks)

Performance Tranche Hurdles (XSP overview):

Equity Ownership & Alignment

• Beneficial ownership (as of 3/31/2025): 0 shares owned; 7,827 shares acquirable within 60 days; total 7,827; <1% of shares outstanding .
• Outstanding awards (12/31/2024): 110,667 XSUs (unearned; payout value reference $65,771,611) and 23,715 RSUs ($14,094,299) unvested .
• Stock ownership guidelines for NEOs: minimum 50,000 shares (counts unvested options/RSUs/XSUs toward guideline); compliance timing based on cumulative grants; hedging prohibited; pledging limited to 25% of holdings (pre-policy pledges grandfathered) . No pledging disclosed for Brooks; a separate director (H. Partovi) maintains an exempt grandfathered pledge position with Board view of limited risk .
• Insider trading policy and blackout restrictions apply; clawback policy effective Dec 1, 2023 for incentive-based compensation upon restatement; 2024 XSP had no clawback-triggering payouts as of the 2024 “Revision” review .

Ownership Detail

Employment Terms

• Employment agreement: terms similar to other NEOs, with added statutory provisions under Greek law; includes non-compete, non-solicit, and non-disparagement covenants (non-compete carve-out noted for another NEO who works in CA; no carve-out disclosed for Brooks) .
• Severance framework (NEOs other than CEO):
  • Termination without Cause: 12 months’ salary continuation (Brooks may receive statutory severance in lieu), annual target bonus for year of termination pro rata, continued vesting of time-based RSUs during notice/severance, and 12 months healthcare benefits (Brooks receives 12 months healthcare benefits) .
  • CIC double-trigger: 36 months’ salary continuation (Brooks statutory severance in lieu), pro rata target bonus, 12 months healthcare, and time-based RSUs vest .
  • Death/Disability: 18 months’ salary continuation (Brooks statutory severance in lieu), pro rata target bonus, time-based RSUs vest .
• Performance award acceleration (XSP mechanics): upon no-cause termination or CIC, operational goals disregarded and tranches with attained stock-price goals vest; next unattained tranche can partially vest pro rata vs stock-price goal; CIC “Units” vest upon service satisfaction (or immediately upon qualifying termination post-CIC); for death/disability, service waivers apply if both stock-price and operational goals achieved .
• Modeled severance outcomes for Brooks (as of 12/31/2024):
  • Termination without Cause: $52,828,270
  • Change in Control (qualifying termination): $14,560,093
  • Death or Disability: $33,338,752

Investment Implications

• Pay-for-performance alignment: Brooks’ compensation is heavily equity-linked via the 2024 Employee XSP with seven tranches tied to both operational and stock price targets, aligning upside with multi-year revenue/EBITDA expansion and share price appreciation; tranches 1–2 metrics were certified met in March 2025, indicating momentum, but vesting still requires minimum service .
• Vesting and potential selling pressure: Service-based RSUs vest one-third in May 2025 and then quarterly through May 2027, creating identifiable liquidity windows that could coincide with insider trading plans; XSP vesting remains contingent on achieving both performance and service triggers, potentially back-weighting larger equity realizations .
• Retention and change-in-control: Double-trigger protections and significant unvested XSU exposure reduce near-term attrition risk; however, modeled severance and acceleration values are sizable, which can be dilutive on exit scenarios but are standard for growth tech peers .
• Governance and risk mitigants: Clawback policy, hedging prohibitions, limited pledging, and stock ownership requirements support shareholder alignment; no pledging disclosed for Brooks, and beneficial ownership indicates limited current sellable stock, moderating near-term disposal risk outside scheduled vests .

Appendix: 2024 NEO Target Compensation Snapshot (Brooks)

All citations: .