Erika Ayers Badan
AXON ENTERPRISEAbout Erika Ayers Badan
Erika Ayers Badan, age 49, has served as an independent director of Axon since 2023. She is currently CEO of Food52 (appointed April 2024) and previously served as CEO of Barstool Sports from 2016 to January 2024; she holds a B.S. in Sociology and Psychology from Colby College . Her board-level credentials emphasize technology, brand building, and public company governance experience, including a prior directorship at World Wrestling Entertainment, Inc. (WWE) from October 2020 to September 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barstool Sports | Chief Executive Officer | 2016 – Jan 2024 | Led rapid brand and business growth as a fast-growing digital media brand |
| Microsoft, AOL, Leaf Group (Demand Media), Yahoo | Various executive roles | Not disclosed | Internet-related business development and platform leadership experience |
| Early-stage startups (fashion, music) | Executive/Operator | Not disclosed | Start-up scaling and multi-industry operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Food52 | Chief Executive Officer | Apr 2024 – Present | Current operating role |
| WWE (World Wrestling Entertainment, Inc.) | Independent Director | Oct 2020 – Sep 2022 | Prior public board experience |
| Premier Lacrosse League | Advisory Board Member | Not disclosed | Industry advisory role |
| Other current public boards | None | — | None disclosed |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCG) .
- Committee chairs: Not a chair; NCG is chaired by Adriane Brown .
- Independence: Determined independent under Nasdaq standards; majority of board is independent (non-independent are CEO Patrick Smith and director Matthew McBrady) .
- Attendance and engagement:
- Board held 9 meetings in 2024; no director attended fewer than 75% of total Board and committee meetings; all directors attended the 2024 annual meeting .
- NCG Committee met 8 times in 2024 .
- Board leadership: Independent Chair (Michael Garnreiter); CEO is separate; board conducts annual evaluations and peer assessments .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $40,000 | $10,000 per quarter for non-employee directors |
| Committee membership fee (NCG) | $5,000 | Annual member fee |
| Total cash earned | $45,000 | Reported as “Fees Earned or Paid in Cash” |
| Annual RSU grant (non-employee director) | $199,354 | 657 RSUs granted May 10, 2024; vests one-year anniversary (May 10, 2025) |
| RSU policy update (effective 2025) | $260,000 | Annual RSU value increased for non-employee directors |
- Director equity program: Annual RSUs typically granted on annual meeting date; initial RSUs for new directors approx. $200,000 vesting over three years .
- Director stock ownership guidelines: 5x base cash compensation; for 2024 equated to $200,000; new directors have up to 3 years to meet; restrictions on selling if below guideline .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual Director RSUs (FY 2024) | May 10, 2024 | 657 | $199,354 | Vest on one-year anniversary (May 10, 2025) |
| Aggregate RSUs outstanding (as of 12/31/2024) | — | 1,351 | — | Balance of unvested director grants |
- No director options or performance-share units disclosed for non-employee directors; director equity is service-based RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | WWE (Oct 2020 – Sep 2022) |
| Shared directorships with Axon stakeholders (competitors/suppliers/customers) | None disclosed in proxy |
| Service limits | Corporate Governance Guidelines limit total public boards: up to four (if not a public company NEO); up to two if a public company NEO |
Expertise & Qualifications
- Technology and brand-building expertise from executive roles at media platforms; insight into communication, internet business development, and scaling digital businesses .
- Risk oversight and governance exposure from prior WWE board service and advisor roles; brings public company governance perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Erika Ayers Badan | 347 | 657 | 1,004 | Less than 1% |
- Stock ownership guidelines: Required holding equal to $200,000 for 2024 (5x base cash); new directors have up to 3 years to comply .
- Pledging/Hedging: Company policy prohibits hedging; pledging limited to 25% of holdings at loan origination; a pre-existing pledge applies to director Hadi Partovi (209,691 shares), noted as exempt and assessed as low risk by the Board—no pledges disclosed for Erika .
Governance Assessment
- Board effectiveness and independence: Erika is independent, serves on NCG (key for board refreshment, governance trends, ESG oversight via collaboration), with strong overall board attendance in 2024 and regular committee activity (NCG met 8×) .
- Ownership alignment: Her beneficial ownership (1,004 shares) is modest; guidelines require $200,000 of stock ownership, with a three-year window to comply for newer directors; compliance status not explicitly disclosed .
- Director pay mix: Balanced cash retainer and service-based RSUs; cash totaled $45,000 and equity $199,354 for 2024; RSU value increases to $260,000 from 2025, supporting alignment with long-term shareholder interests .
- Potential conflicts/related-party exposure: No related-party transactions disclosed involving Erika; Audit Committee reviews related parties >$120,000 as policy .
- Risk indicators and red flags:
- Board-level accounting revision: Company corrected prior principal/agent accounting errors under ASC 606; Audit Committee overseeing remediation; Clawback policy analysis concluded no recovery required for 2023 annual incentives and no payouts under 2024 XSP/CEO awards prior to revision . This underscores robust oversight but is a governance sensitivity for investors.
- Section 16 filing timeliness: One late filing disclosed for director Hadi Partovi due to administrative error (Oct 2024); none noted for Erika .
- Pledging: Pre-existing pledge by Hadi Partovi; Board assessed low risk based on volume/collateral; none disclosed for Erika .
- Shareholder engagement: Expanded outreach in 2024; compensation philosophy emphasizes pay-for-performance with majority equity-based incentives, relevant to overall board oversight of pay practices .
Overall, Erika’s governance profile reflects independent oversight via NCG participation, technology/brand-building expertise, and standard director equity alignment. No direct conflicts or related-party transactions are disclosed for her; board-level sensitivities include the 2024 accounting revision (with active remediation) and a pre-existing pledge by another director.