Julie Cullivan

About Julie Cullivan

Julie Cullivan (age 59) has served as an independent director of Axon since 2017. She chairs Axon’s Enterprise Risk & Compliance Committee and serves on the Audit and Nominating & Corporate Governance (NCG) Committees. She holds a B.S. in Finance from Santa Clara University and brings deep technology, cybersecurity, and human capital management expertise from executive roles at Forescout, FireEye, McAfee, Autodesk, EMC, and Oracle .

Past Roles

External Roles

Board Governance

• Independence: The Board determined a majority of directors are independent under Nasdaq standards and all committee members meet specific independence criteria; non-independent directors in 2024 were Patrick Smith and Matthew McBrady (implying Ms. Cullivan is independent) .
• Board and committee activity: In 2024, the Board met 9 times; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
• Committee memberships and 2024 meeting count:
  • Audit Committee: Member; 7 meetings
  • NCG Committee: Member; 8 meetings
  • Enterprise Risk & Compliance Committee: Chair; 4 meetings; oversight of cybersecurity, data protection, AI governance, and broad compliance areas
• Skills matrix: Technology, cybersecurity, risk oversight, human capital management, public company governance .

Fixed Compensation

Performance Compensation

• Director equity is time-based, not performance-based. Annual RSU grants typically vest on the one-year anniversary; Axon increased grant value to $260,000 starting in 2025 to align with peer benchmarks (from ~$200,000 in 2024) .

Other Directorships & Interlocks

• Current external boards include HeartFlow, OPSWAT, and Cobalt.io; prior service at Astra Space, Judy Security, SADA Systems .
• Axon governance limits external public company boards to 4 for non-NEO directors; proxy access and exclusive forum provisions in bylaws enhance governance safeguards .

Expertise & Qualifications

• Technology expertise; cybersecurity experience; human capital management; risk oversight; public company governance .
• Transformation leadership: At Forescout, led business model shift to cloud subscriptions and scaled through IPO .

Equity Ownership

• Director ownership guidelines: Non-employee directors must hold Axon stock equal to 5x base cash compensation; for 2024, $200,000; new directors have up to 3 years to comply .
• Hedging/pledging: Hedging prohibited; pledging limited to 25% of holdings at loan origination (grandfathered exceptions apply); no pledging disclosed for Ms. Cullivan .

Insider Trades (Form 4)

Note: Some sources reflect scheduled trades; see individual Form 4 filings linked above.

Governance Assessment

• Strengths

  • Independence and committee leadership: Ms. Cullivan chairs Enterprise Risk & Compliance and serves on Audit and NCG—positions central to oversight of financial controls, cybersecurity/AI risk, and governance policy .
  • Attendance and engagement: Board met 9 times in 2024, all directors attended the 2024 Annual Meeting, and no director fell below 75% attendance; supports effectiveness and engagement .
  • Clear director pay structure and alignment: Mix of modest cash retainer plus time-based RSUs; option to defer cash; stock ownership guidelines (5x base cash) promote alignment; 2025 increase in annual RSU grant value to $260,000 aligns with peer benchmarks .
  • Related-party oversight: Audit Committee reviews/approves related-party transactions ≥$120k; provides conflict mitigation framework .

• Watch items / potential red flags

  • Insider sales: Multiple small sales in 2024–2025; context includes scheduled transactions and modest director holdings; monitor frequency and alignment with ownership guidelines [openinsider/yahoo/tradingview links above; beneficial ownership table shows <1% holding] (http://openinsider.com/AXON).
  • External affiliations: Advisory role at Brighton Park Capital and other tech/security boards; no related-party transactions disclosed, but continued monitoring for interlocks with Axon customers/suppliers is prudent .

• Overall view: Ms. Cullivan’s technology/cybersecurity background and committee leadership (especially on enterprise risk, AI governance, and cybersecurity oversight) are positives for investor confidence. No attendance or independence concerns disclosed; compensation and ownership policies support alignment. Insider sale activity appears modest relative to holdings; continue standard monitoring.

Director Compensation (2024)

Equity Ownership & Alignment

Related-Party Transactions & Conflicts

• Policy: Audit Committee reviews/approves related-party transactions in excess of $120,000; must be on arm’s-length terms and beneficial to the company .
• Disclosure: No related-party transactions involving Ms. Cullivan are disclosed in the proxy .

Expertise & Qualifications

• Technology & cybersecurity: Led enterprise IT strategy and security programs; experience across multiple cybersecurity firms .
• Risk oversight & governance: Executive roles and board experience provide risk management expertise; leads Axon’s ER&C Committee .
• Human capital management: Led talent acquisition, total rewards, and culture at Forescout .

Notes on Independence, Attendance, and Engagement

• Independence: Majority independent Board; committee independence affirmed; only Patrick Smith and Matthew McBrady noted as non-independent in 2024 .
• Attendance: Board held 9 meetings in 2024; all directors attended the 2024 Annual Meeting; no director fell below 75% attendance across Board/committee service .

Additional Governance Features

• Board refreshment and term limits: Formal term limit policy (resignation at 20 years or age 75, whichever first) and recent refreshment steps documented .
• Proxy access and shareholder rights: Proxy access bylaw; shareholders can call special meetings and act by written consent; majority vote standard .