Jeri Williams
AXON ENTERPRISEAbout Jeri Williams
Jeri Williams (age 59) has served as an independent director of Axon Enterprise, Inc. since 2023. She is a former Chief of Police for Phoenix (2016–2022) and previously led Oxnard’s police department for nearly six years; she was the first female President of the Major Cities Chiefs Association and was appointed by President Obama to the Medal of Valor Review Board in 2016. Williams holds a B.A. in Fine Arts (Arizona State University) and an M.A. in Education (Northern Arizona University), and currently serves as Principal at Impresa Strategy, a consulting firm (since 2023). Her board committees at Axon are Audit and Enterprise Risk & Compliance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phoenix Police Department | Chief of Police | 2016–2022 | Advanced progressive strategies in community engagement and professional standards |
| City of Oxnard, CA | Chief of Police | ~6 years | Led department operations; law enforcement leadership experience |
| Major Cities Chiefs Association | President (first female) | Not disclosed | Strengthened engagement with governmental agencies and law enforcement leaders |
| U.S. Medal of Valor Review Board | Member (appointed by President Obama) | 2016 appointment | National-level recognition; public safety oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Impresa Strategy | Principal | Since 2023 | Business consulting and advisory services |
| Other public company boards | None | — | No current public company directorships |
Board Governance
- Committee memberships (2024 activity): Audit Committee (7 meetings) and Enterprise Risk & Compliance Committee (4 meetings); not a chair of any committee.
- Independence: Axon’s board determined all directors other than CEO Patrick Smith and Matthew McBrady were independent; Williams is independent.
- Attendance: Board held 9 meetings in 2024; no director attended fewer than 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Audit Committee role: Listed as a member in Axon’s Audit Committee report for 2025.
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Quarterly cash retainer ($10,000 per quarter) | $40,000 (pro‑rated; total fees earned $38,000) | $40,000 |
| Audit Committee member fee | $10,000 | $10,000 |
| Enterprise Risk & Compliance member fee | $6,000 | $6,000 |
| Total cash fees earned | $38,000 | $56,000 |
| Notes | New director partial-year service in 2023 drove lower cash total | Committee fee structure per proxy schedule |
- Director fee schedule (reference): Audit member $10,000; Compensation member $7,500; NCG member $5,000; M&A & Capital Structure member $6,000; Enterprise Risk & Compliance member $6,000; Chair premiums as specified; base director cash retainer $10,000 per quarter.
- Beginning in 2025, annual director RSU grant value increased to $260,000; Compensation Committee chair fee increased to $25,000 (structure shift to enhance alignment).
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting |
|---|---|---|---|
| Initial RSU (new director) | Mar 16, 2023 | Grant date fair value $200,055 | Vests in equal annual installments over three years |
| Annual RSU (2023) | May 12, 2023 | 993 RSUs; grant date fair value $200,090 (included in total 2023 stock awards of $400,145) | Vests on one-year anniversary (May 12, 2024) |
| Annual RSU (2024) | May 10, 2024 | 657 RSUs; grant date fair value $199,354 | Vests on one-year anniversary (May 10, 2025) |
- Directors typically receive time-based RSUs; no performance metrics are attached to director equity awards.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Interlocks with competitors/suppliers/customers | None disclosed |
| Scientific/Medical oversight | Not a member (committee disbanded in 2024; oversight moved to full board) |
Expertise & Qualifications
- Law enforcement and governmental leadership: Deep operational insight into Axon’s core customer base from service as Phoenix and Oxnard Police Chief and Major Cities Chiefs Association President.
- Risk oversight: Active membership on Audit and Enterprise Risk & Compliance committees complements governance and compliance focus (cybersecurity, AI governance, enterprise risk).
Equity Ownership
| Metric | As of Mar 1, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Shares beneficially owned | 0 | 663 |
| Shares acquirable within 60 days | 308 | 657 |
| Total beneficial ownership | 308 | 1,320 |
| Percent of class | <1% | <1% |
| Aggregate RSUs outstanding (Dec 31, 2024) | — | 1,271 |
- Stock ownership guidelines: Non-employee directors must hold stock equal to 5× base cash compensation; for 2024 this equates to $200,000; new directors have up to three years to meet the requirement (Williams joined in 2023).
- Pledging/hedging: No pledging or hedging by Williams disclosed; policy limits pledges and prohibits hedging; only Hadi Partovi is disclosed as having a pre-policy pledge.
Governance Assessment
- Independence and oversight: Williams is independent, serves on Audit and Enterprise Risk & Compliance committees, and is listed in the Audit Committee report—supporting strong governance and financial oversight.
- Attendance and engagement: No director fell below the 75% attendance threshold; all directors attended the 2024 Annual Meeting—signals commitment to board duties.
- Compensation alignment: Director pay mix is standard (cash retainer + committee fees + annual RSU). Her 2023 equity was elevated due to initial onboarding RSU and annual grant ($400,145 total), normalizing in 2024 ($199,354), while cash increased with full-year service ($38,000 → $56,000).
- Ownership alignment: RSU grants and guideline-driven accumulation over a three-year window provide skin-in-the-game; 2025 guideline remains at $200,000; annual RSU grant value increased to $260,000 starting 2025 to further enhance alignment.
- Conflicts/related-party: No related-party transactions involving Williams disclosed in 2024–2025 proxies; continued monitoring advisable given her consulting role (Impresa Strategy), though no Axon transactions are reported.
RED FLAGS: None disclosed specific to Williams—no related-party transactions, hedging/pledging, or attendance shortfalls identified.
Director Compensation (Summary)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $38,000 | $56,000 |
| Stock awards ($) | $400,145 | $199,354 |
| Total ($) | $438,145 | $255,354 |
Committee Assignments
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Audit Committee | Member | 7 |
| Enterprise Risk & Compliance Committee | Member | 4 |
Notes on Board Structures
- Axon’s board uses majority voting in uncontested elections and maintains proxy access, exclusive forum provisions, and refreshed tenure/term limits.
- Enterprise Risk & Compliance committee oversees cybersecurity, data protection, and AI governance; Audit committee oversees financial reporting, internal controls, and related-party review processes.