Joshua Isner
AXON ENTERPRISEAbout Joshua Isner
Axon’s President since June 28, 2023, Joshua M. Isner (age 39) joined the company in 2009 and has led commercial execution across roles including EVP Global Sales, Chief Revenue Officer, and Chief Operating Officer . He holds a B.S. in Government & Political Science from Harvard University and is credited with driving >25% annual growth during his CRO tenure, culminating in Axon’s 2024 results: revenue up 33% to $2.1B, ARR up 37% to $1.0B, net income $377M, and Adjusted EBITDA $521M, which underpinned above-target annual incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Axon | Leadership Development Program | 2009 | Early leadership rotation building cross-functional fluency |
| Axon | EVP, Global Sales | Post-2014 (promoted after record 2014) | Led domestic body camera/cloud software to record year; scaled go‑to‑market |
| Axon | Chief Revenue Officer | 2018–2022 | Drove annual growth rates >25% across sales, services, and operations |
| Axon | Chief Operating Officer | 2022–2023 | Ran operations, enforcing discipline and prioritization across the business |
| Axon | President | 6/28/2023–present | Responsible for execution, global expansion, and day-to-day operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in the proxy biography for Mr. Isner |
Fixed Compensation
| Year | Base salary ($) | Target annual bonus ($) | Actual annual bonus payout ($) | Payout % |
|---|---|---|---|---|
| 2024 | 500,000 | 500,000 | 658,500 | 131.7% |
- 2025 note: Mr. Isner agreed to a reduced amount of annual cash compensation in exchange for authorization of private air travel for certain business purposes not otherwise covered by policy .
Performance Compensation
Annual Cash Incentive (FY2024)
| Component | Threshold ($) | Target ($) | Maximum ($) | Payout ($) | Payout % | Performance drivers |
|---|---|---|---|---|---|---|
| Non‑equity annual incentive | 375,000 | 500,000 | 825,000 | 658,500 | 131.7% | Outperformance in revenue, Adjusted EBITDA margin, new market bookings, and new product adoption |
Equity Awards Granted in 2024
| Grant date | Instrument | Shares/Units (#) | Grant date fair value ($) | Vesting terms |
|---|---|---|---|---|
| 3/14/2024 | Service‑based RSUs | 10,279 | 3,149,794 | Intended to compensate post‑promotion period; vested in Sept 2024 |
| 5/10/2024 | eXponential Stock Units (XSUs) under 2024 Employee XSP | 475,372 | 113,705,689 | Seven substantially equal tranches; each tranche vests only upon achievement of (1) stock price goals, (2) operational goals, and (3) service conditions; share count set using 90‑day VWAP $220.88 (12/21/2023) |
- Program design: The 2024 Employee XSP aligns with the CEO’s 2024 Performance Award, requiring both stock price and operational performance hurdles plus continued service; the company intends to use XSUs in lieu of performance RSUs for stronger alignment with shareholder outcomes .
Recent Vesting/Value Realized
| Year | Shares vested (#) | Value realized on vesting ($) |
|---|---|---|
| 2024 | 55,352 | 21,696,120 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 116,019 shares; less than 1% of outstanding |
| Shares acquirable within 60 days | 0 (none shown for Mr. Isner) |
| Unvested time‑based RSUs (12/31/2024) | 1,585 (fully vests by June 2025); 3,952 (by Dec 2025); 60,336 (by Aug 2026) |
| Unearned performance units | 475,372 XSUs subject to stock price, operational, and service conditions |
| Ownership guidelines | NEOs must own at least 50,000 shares; includes vested/unvested options and RSUs/XSUs; expected to meet once grants cumulatively reach requirement |
| Hedging/Pledging | Hedging prohibited; pledging limited to 25% of total holdings at origination, with pre‑clearance required |
| Nonqualified deferred comp | Aggregate balance $154,466; 2024 aggregate earnings $19,551; no 2024 executive contributions by Mr. Isner |
Upcoming Vesting Schedule (Time‑based RSUs at 12/31/2024)
| Grant category | Unvested shares (#) | Final vest date |
|---|---|---|
| Time‑based RSUs | 1,585 | June 2025 |
| Time‑based RSUs | 3,952 | December 2025 |
| Time‑based RSUs | 60,336 | August 2026 |
Employment Terms
| Provision | Summary |
|---|---|
| Current role | President since June 28, 2023 |
| Company tenure | Joined Axon in 2009 |
| Severance (non‑CIC) | If terminated without cause: 12 months’ salary continuation (includes 11‑month notice plus one month cash), annual target bonus for year of termination; time‑based RSUs continue to vest during notice/severance period |
| Change‑in‑Control (double‑trigger) | 36 months’ salary continuation; pro rata portion of annual target bonus; 12 months’ healthcare benefits (COBRA equivalent for U.S.‑based NEOs); time‑based RSUs vest |
| Death/Disability | 18 months’ salary continuation; pro rata target bonus; time‑based RSUs vest |
| Conditions | Release of claims; ongoing restrictive covenants including 12‑month non‑compete and confidentiality obligations |
Performance & Track Record
- Commercial execution: Led 2014 record year in domestic body camera/cloud software sales; subsequently promoted to EVP Global Sales; as CRO, delivered >25% annual growth across sales, services, and operations .
- 2024 company outcomes supporting incentive payout: revenue +33% to $2.1B, ARR +37% to $1.0B, net income $377M, Adjusted EBITDA $521M; annual incentive paid at 131.7% reflecting outperformance on revenue, Adjusted EBITDA margin, new market bookings, and new product adoption .
- Governance/compensation hygiene: No related‑party transactions required to be reported at time of promotion; insider trading policy prohibits hedging; pledging limited with controls; NEO ownership guideline set at 50,000 shares .
Compensation Committee, Peer Group, and Say‑on‑Pay Context
- Committee/consultant: Compensation Committee of four independent directors; uses Semler Brossy for benchmarking and design support; aims around ~50th percentile to peers, refreshed every three years and considers say‑on‑pay results .
- 2024 comparator group examples: ANSYS, Datadog, CrowdStrike, Fair Isaac, HubSpot, MongoDB, Palantir, PTC, Samsara, Tyler Technologies, Zscaler, among others selected for tech sector exposure, revenue scale, growth, and market cap .
Compensation Structure Analysis
- Mix and at‑risk tilt: 2024 package heavily equity‑weighted via XSUs with seven‑year horizon and triple‑condition vesting; cash elements (salary/bonus) are modest relative to equity, reinforcing pay‑for‑performance alignment .
- Metric rigor: Annual bonus tied to core operating KPIs (revenue, Adjusted EBITDA margin, bookings, new product adoption); long‑term XSUs require both stock price hurdles and operational targets plus service, increasing difficulty and retention effects .
- Perquisite trade‑off: 2025 reduction in cash comp in exchange for business private air travel authorization indicates flexibility but should be monitored for governance optics .
- Historical red flag: In January 2020, he elected a vehicle and related tax gross‑up totaling ~$470,000 (about 40% was tax gross‑up), which is shareholder‑unfriendly but predates current role and programs .
Risk Indicators & Red Flags
- Hedging/pledging: Hedging prohibited; pledging restricted to 25% with pre‑clearance; individual pledges are not itemized for Mr. Isner in the proxy .
- Related‑party transactions: None required to be reported in connection with his 2023 promotion .
- Insider selling pressure: 55,352 shares vested in 2024 with value realized $21.7M; upcoming RSU vests through 2026 and significant XSUs remain unearned, creating potential future supply upon vest/certification windows .
Investment Implications
- Alignment: The XSP structure creates strong alignment with shareholder value via stock price and operational hurdles, but also introduces sizable potential unlocks across seven tranches; monitor vest certifications and 10b5‑1 activity around windows .
- Execution signal: Above‑target 2024 bonus (131.7%) on robust growth metrics suggests operational momentum under Isner’s remit; continuation would support multi‑year tranche achievement probabilities .
- Retention/overhang: CIC economics (36 months’ salary) and long‑dated, performance‑contingent equity should support retention; however, the magnitude of unearned XSUs and scheduled time‑based RSU vests may create episodic selling pressure upon vest and tax events .
- Governance watch‑items: Historical tax gross‑up (2020) is a governance blemish; 2025 private travel authorization in lieu of cash comp warrants monitoring but is offset by strong structural controls (hedging ban, pledging limits, ownership guidelines) .