Graham Smith
AXON ENTERPRISEAbout Graham Smith
Independent director at Axon Enterprise and Chair of the Audit Committee, with over three decades in technology finance and governance. Age 64 as of June 2024; current external boards include Procore Technologies (Lead Independent Director; Audit Chair; designated audit committee financial expert) and GoDaddy (independent director, Audit & Finance Committee); prior roles include Chair of Splunk’s board and interim CEO (Nov 2021–Apr 2022) and EVP/CFO at Salesforce until 2015 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splunk Inc. | Chair of the Board; Interim CEO | Interim CEO Nov 2021–Apr 2022; Chair until acquisition by Cisco in Mar 2024 | Led board; operational leadership during interim CEO period |
| Salesforce.com, Inc. | EVP & CFO | Retired in 2015 after eight years | Public company CFO experience; scale finance ops |
| Advent Software; Vitria Technology; Nuance; Oracle | Senior leadership roles | Not disclosed (prior roles) | Technology and operations background |
| Arthur Andersen (now Deloitte LLP) | Senior auditor | Not disclosed (early career) | Audit foundation |
External Roles
| Organization | Role | Start Date | Committees/Impact |
|---|---|---|---|
| Procore Technologies (PCOR) | Lead Independent Director; Audit Committee Chair; Audit Committee Financial Expert | Not disclosed | Chairs Audit; designated as audit committee financial expert; board affirmed independence and expertise |
| GoDaddy Inc. (GDDY) | Independent Director; Audit & Finance Committee member | Effective Jun 26, 2024 | Audit & Finance oversight; elected by unanimous board |
Board Governance
- Committee assignments at Axon (2023 committee structure):
- Audit Committee: Chair (Graham Smith); 6 meetings
- Compensation Committee: Member; 8 meetings
- Mergers & Acquisitions and Capital Structure Committee: Member; 3 meetings
- Independence and engagement:
- Non-employee director (compensated under non-employee director program)
- No family relationship with Axon’s CEO, Patrick W. Smith
- Audit Committee remit includes oversight of related-party transactions >$120,000 and Code of Ethics compliance
Fixed Compensation
Director cash retainers and fees at Axon:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $41,750 | $74,750 |
| Stock Awards ($) | $400,145 (service-vested RSUs) | $199,354 (service-vested RSUs) |
| Total ($) | $441,895 | $274,104 |
- Compensation philosophy benchmarked ~50th percentile vs tech peers; fees updated in 2022; directors may defer cash compensation into Axon’s non-qualified Deferred Compensation Plan .
Performance Compensation
Time-based equity grants (RSUs) at Axon:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| RSUs granted (count) | 993 (grant date May 12, 2023; vests May 12, 2024) | 657 (grant date May 10, 2024; vests May 10, 2025) |
| RSUs outstanding at year-end (count) | 1,915 as of Dec 31, 2023 | 1,271 as of Dec 31, 2024 |
- Vesting and metrics: RSUs are service-based (no performance metrics attached) with one-year vesting from grant dates .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Overlap |
|---|---|---|
| Procore Technologies | Lead Independent Director; Audit Chair | Construction SaaS; no disclosed direct overlap with Axon’s law enforcement hardware/software |
| GoDaddy | Independent Director; Audit & Finance Committee member | SMB internet services; no disclosed direct overlap with Axon’s core markets |
- Procore board noted Smith’s simultaneous service on >3 public company audit committees does not impair effectiveness (overboarding assessment) .
Expertise & Qualifications
- Designated Audit Committee Financial Expert (Procore) .
- Public company CFO and audit background (Salesforce; Arthur Andersen) .
- Technology sector leadership across software and data companies (Splunk, Salesforce) .
Equity Ownership
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate RSUs Outstanding (count) | 1,915 | 1,271 |
- Axon discloses director RSU holdings and service-vested grant schedules; beneficial ownership percentage for Smith not specified in retrieved Axon filings .
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting outcomes:
- Directors elected; Graham Smith received 59,006,902 FOR, 1,147,819 AGAINST, 190,759 WITHHELD; 7,233,117 broker non-votes .
- Say-on-pay approved: FOR 30,408,919; AGAINST 29,781,967; ABSTAIN 154,594; broker non-votes 7,233,117 .
- 2024 CEO Performance Award and 2024 eXponential Stock Plan approved (vote counts provided in 8-K) .
- 2025 Annual Meeting outcomes:
- Say-on-pay approved with wider margin: FOR 41,045,381; AGAINST 20,288,102; ABSTAIN 175,226; broker non-votes 8,430,603 .
Governance Assessment
- Strengths:
- Audit chair at Axon with clear oversight of financial reporting, risk, and related-party transactions; independence affirmed via non-employee status and no family ties to CEO .
- Deep finance and audit credentials (Salesforce CFO; audit expert designation) and operational leadership experience (Splunk interim CEO), which enhance board effectiveness in oversight and capital allocation .
- Alignment:
- Regular annual director RSU grants with one-year vesting provide equity exposure; RSU holdings disclosed; directors may defer cash into a plan (no company-guaranteed returns) .
- Risk indicators / watch items:
- Multi-board service: At Procore, board explicitly evaluated Smith’s simultaneous audit committee service (>3 public companies) and determined no impairment; investors should still monitor time commitments given Axon audit chair responsibilities .
- No related-party transactions involving Smith were identified in retrieved Axon documents; Audit Committee retains approval authority over such items .
- Shareholder sentiment:
- 2024 say-on-pay passed by a narrow margin; 2025 approval widened materially—suggesting improved investor confidence year-over-year .
Overall, Smith’s finance governance expertise and audit leadership support Axon’s board effectiveness; the principal monitoring item is potential overboarding/time-commitments given concurrent roles, mitigated by explicit board evaluations at Procore and strong attendance expectations evidenced by committee activity levels .