Hadi Partovi
AXON ENTERPRISEAbout Hadi Partovi
Hadi Partovi (age 52) is an independent director of Axon Enterprise, Inc., serving on the Board since 2010; he is CEO and co‑founder of Code.org and a veteran technology entrepreneur, executive, investor, and advisor with deep software and Internet operating experience (Harvard B.A. and M.S. in Computer Science, summa cum laude) . He currently chairs Axon’s Compensation Committee and serves on the Mergers & Acquisitions and Capital Structure Committee, bringing technology and early‑stage company expertise to risk oversight and human capital/compensation design .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MySpace (via acquisition) | Senior Vice President, Technology | 2009–2010 | Led technology integration post‑acquisition; strategic operator in consumer internet |
| iLike, Inc. | President & Co‑founder | 2006–2009 | Built and exited a consumer music startup to MySpace; founder-operator perspective |
| Microsoft MSN | General Manager, MSN Entertainment and MSN.com | 2002–2005 | Scaled large consumer internet platforms; product/ops leadership |
| Tellme Networks, Inc. | Co‑founder & VP of Product and Professional Services | 1999–2001 | Early voice/telephony platform builder; product leadership from founding |
| Microsoft | Program Manager, Internet Explorer | 1994–1999 | Core browser product team; large‑scale software program management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Code.org (non‑profit) | CEO & Co‑founder | Ongoing | National CS education advocacy; executive leadership |
| MNTN, Inc. (private) | Director | Since 2023 | Private company board service |
| Various (e.g., Facebook, Dropbox, Uber, Airbnb, SpaceX, Zappos) | Strategic advisor/early investor | Past or present | Technology ecosystem connectivity; innovation pipeline |
| Public company directorships | None | — | No current public company boards beyond Axon |
Board Governance
- Independence: Independent under Nasdaq standards; Axon discloses all board committees meet applicable independence rules; in 2024 all directors other than CEO Patrick Smith and Matthew McBrady were deemed not independent, implying Mr. Partovi is independent .
- Committees and 2024 meetings: Compensation Committee (Chair; 3 meetings), Mergers & Acquisitions and Capital Structure Committee (Member; 6 meetings) .
- Attendance: Board met 9 times in 2024; no director attended fewer than 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Board leadership and evaluation: Independent Chair structure with annual Board/committee self‑assessments and regular peer assessments; NCG oversees board refreshment; multiple board governance enhancements disclosed in 2024–2025 .
- Director commitments policy: Non‑executive public company directors capped at four public boards (including Axon) .
Fixed Compensation
| Component (Directors) | Structure/Amount | Applicability to Partovi |
|---|---|---|
| Cash retainer | $10,000 per quarter | Applies |
| Committee fees | Compensation Committee Chair: $15,000 (2024); Members: $7,500; other committee chair/member fees as disclosed | Chair of Compensation Committee (2024 chair fee applies) |
| Equity retainer (annual RSUs) | ~$200,000 grant date fair value; vests after 1 year | 2024 grant: 657 RSUs on May 10, 2024, vest May 10, 2025 |
| 2025 changes | Annual RSU for non‑employee directors increased to $260,000; Compensation Committee Chair fee increased to $25,000 | Will apply from 2025 |
| 2024 actual compensation | Cash fees $61,000; Stock awards $199,354; Total $260,354 | Disclosed in director comp table |
| Deferred compensation | Directors may defer cash fees into the non‑qualified plan | Available; utilized by some directors (e.g., not specifically Partovi in 2024) |
Notes:
- All directors are reimbursed for reasonable meeting expenses; consulting day rates are available for special Board advisory work (not routine meetings) .
Performance Compensation
- Director pay is not performance‑metric based; equity is service‑based RSUs vesting over time .
- As Compensation Committee Chair, Mr. Partovi oversaw executive performance programs. Axon’s 2024 annual cash incentive plan (for NEOs) used the following metrics:
| 2024 Metric | Threshold | Target | Maximum | Actual | Weight | Weighted Payout |
|---|---|---|---|---|---|---|
| Revenue ($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 Payout | — | — | — | — | 100% | 131.7% |
- Long-term equity design in 2024 moved to performance‑based XSUs for executives (CEO and employees) with seven tranches tied independently to stock price and trailing four‑quarter revenue/Adj. EBITDA hurdles; as Chair, Mr. Partovi’s committee oversaw these programs .
Other Directorships & Interlocks
- Current public boards: None .
- Private/other boards: Director at MNTN, Inc. (private) since 2023; CEO & co‑founder of Code.org .
- Interlocks/related parties: No related‑party transactions involving Mr. Partovi are identified in the proxy’s related‑party transactions section; Audit Committee reviews any transactions >$120,000 for independence and fairness .
Expertise & Qualifications
- Technology expertise as an executive, entrepreneur, investor, and advisor across leading internet/software companies; specific Board‑listed skills include Technology Expertise and Risk Oversight & Management .
- Education: B.A. and M.S. in Computer Science, summa cum laude, Harvard University .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Class | Pledged Shares |
|---|---|---|---|---|---|
| Hadi Partovi | 235,477 | 657 | 236,134 | <1% | 209,691 shares pledged in a standard margin account; pledge predates current limitation; Board views risk as not significant given collateral and liquidity context |
Additional ownership governance:
- Director stock ownership guideline: hold Company stock equal to 5× base cash compensation (for 2024, $200,000); new directors have up to three years to comply; sales restricted if below guideline .
- Company policy prohibits hedging; pledging limited to 25% of total holdings at loan origination (pre‑existing pledges grandfathered; still subject to pre‑clearance) .
Governance Assessment
Strengths
- Independent director with deep technology operating and product background; long Axon tenure since 2010 adds context, while Board refreshment policies help balance continuity and renewal .
- Compensation Committee Chair with robust pay‑for‑performance design oversight (e.g., 2024 shift to performance‑based XSUs; balanced annual incentive metrics), aligned with shareholder interests and long‑term TSR focus .
- Strong board process: independent chair model, comprehensive committee structure (including Enterprise Risk & Compliance), formal clawback policy, and regular evaluations .
- Attendance and engagement: no director below 75% attendance; all directors attended 2024 Annual Meeting .
Risk indicators and potential red flags
- Pledged shares: 209,691 shares pledged as loan collateral in a margin account (grandfathered under policy); pledging is a general governance red flag as it may introduce forced‑sale risk in stress scenarios, though Board assesses risk as not significant in this case .
- Section 16(a) timeliness: one late Form 4 filing related to an October 2, 2024 transfer, filed October 8, 2024, cited as an administrative error; isolated but noteworthy for compliance tracking .
- Related‑party transactions: none disclosed for Mr. Partovi; Audit Committee retains explicit oversight of any such transactions .
Director compensation alignment
- Mix is primarily equity via time‑based RSUs plus modest cash and committee chair fees, with 2025 RSU increase to remain near peer median per consultant review—generally shareholder‑friendly for non‑employee directors .
Board oversight signals
- As Compensation Committee Chair, Mr. Partovi co‑signed the Compensation Committee Report and oversees human capital matters jointly with NCG, indicating active involvement in executive incentives and workforce topics .
Clawback and controls context
- Company adopted an incentive compensation recovery policy in 2023; following the 2024 financial statement “Revision,” analysis concluded no clawback required; Audit Committee is overseeing remediation—supports governance maturity .
Overall view
- Highly qualified, independent technology operator-investor with strong committee leadership and attendance; principal monitoring items are the grandfathered stock pledge and maintaining timely Form 4 compliance going forward .