Matthew McBrady
AXON ENTERPRISEAbout Matthew R. McBrady
Independent director with deep finance and policy background; served as Axon director since 2016 and previously 2001–2014. Education includes B.A. in Economics (Harvard), M.S. in International Economics (Oxford), and Masters/Ph.D. in Business Economics (Harvard). Age was disclosed as 50 in the 2021 proxy; current age not specified in 2025 materials. Career spans U.S. Council of Economic Advisers/Treasury, finance professorships (Wharton, Darden), Bain Capital, Silver Creek Capital, CIO of Multi-Strategy Hedge Funds at BlackRock, and later roles at Cystic Fibrosis Foundation and Callaway Capital before returning to Darden as Professor of Practice in 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Council of Economic Advisers / U.S. Treasury | International Economist | Aug 1998–Jan 2000 | Relevant policy insight for governance and regulatory oversight |
| Wharton School (UPenn) | Professor of Finance | Sep 2002–May 2003 | Financial literacy and capital markets expertise |
| Darden School (UVA) | Professor of Finance | May 2003–Dec 2006 | Continued finance expertise |
| Bain Capital | Investment Professional, North American Private Equity | Jan 2007–Jan 2009 | Transaction and M&A experience |
| Silver Creek Capital | Managing Director, Head of Investment Strategy & Risk Mgmt | Jan 2009–Jan 2014 | Risk oversight and investment strategy |
| BlackRock | Managing Director, CIO Multi-Strategy Hedge Funds | Jan 2014–Sep 2016 | High-level financial literacy, capital allocation |
| Cystic Fibrosis Foundation | Managing Director of Investments | Sep 2017–Jan 2019 | Institutional investing |
| Callaway Capital | Senior Advisor & co-CIO | Jan 2017–Dec 2019 | Portfolio management |
| Darden School (UVA) | Professor of Practice | Aug 2020– | Ongoing finance education |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Other Public Company Boards | None | — | No outside public boards disclosed |
Board Governance
- Independence: Generally independent across years; designated Audit Committee financial expert (2017–2021). Notably, for 2022 the company determined McBrady was not independent; reason not disclosed. Majority of board independent overall in recent years .
- Committee leadership: Longstanding chair of Mergers & Acquisitions (now M&A and Capital Structure). Currently member of Enterprise Risk & Compliance; prior service on Audit, Compensation, and Information Security .
| Committee Membership & Chairs | 2018 | 2021 | 2024 | 2025 |
|---|---|---|---|---|
| Audit | Member | Member | — | — |
| Compensation | Member | Member | — | — |
| Nominating & Corporate Governance (NCG) | — | — | — | Member? Not specified; table shows blank for NCG |
| M&A / M&A & Capital Structure | Chair | Chair | Chair | Chair |
| Information Security / Enterprise Risk & Compliance | Member (InfoSec) | Member (InfoSec) | Member (Enterprise Risk & Compliance) | Member (Enterprise Risk & Compliance) |
| Scientific & Medical | — | — | Member | Committee disbanded in 2024 |
| Committee Meeting Counts (Board-wide) | Audit 4; Comp 5; NCG 3 (2017) | See 2021 table (multiple committees active) | Audit 6; Comp 8; NCG 5; ER&C 4; M&A&CS 3; S&M 2 | Audit 7; Comp 3; NCG 8; ER&C 4; M&A&CS 6 |
Attendance and engagement:
- Board held 7 meetings in 2018 and 5 in 2019; directors met at least the 75% threshold (exceptions noted for Bret Taylor in 2017/2018) .
Fixed Compensation
- Cash retainer: $10,000 per quarter to non-employee directors; Chair of Board receives +$5,000 per quarter .
- Equity: Annual RSUs with grant-date fair value approx. $200,000 vesting on 1-year anniversary (was 3-year installments historically); increased to $260,000 beginning in 2025. Board Chair gets an additional ~$20,000 RSUs annually .
- Committee fees:
- 2025 annual fees: Audit Chair $25,000 (members $10,000); Compensation Chair $25,000 (members $7,500); NCG Chair $10,000 (members $5,000); M&A & Capital Structure Chair $10,000 (members $6,000); Enterprise Risk & Compliance Chair $10,000 (members $6,000) .
- Prior structure (quarterly): Audit $6,250 (chair)/$2,500 (member) in 2023; Compensation $3,750/$1,875; NCG $2,500/$1,250; M&A&CS $2,500/$1,500; Scientific & Medical $6,000/$2,500; ER&InfoSec $2,500/$1,500 . In 2022: similar quarterly schedule; RSUs moved to 1-year vesting aligned with declassification .
| Director Compensation Paid (Selected Years) | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2018 (McBrady) | 52,250 | 160,000 | — | 212,250 |
| 2019 (McBrady) | 62,000 | 160,005 | — | 222,005 |
| 2020 (McBrady) | 62,000 | 160,048 | — | 222,048 |
Other:
- Advisory consulting rate: $2,500/day or $1,250/half-day for special board advisory work beyond meetings .
- Deferred Compensation Plan: Directors may defer cash compensation; examples of participation disclosed (e.g., Cullivan, Kroll in 2023) .
Performance Compensation
- No performance-based pay for non-employee directors. RSU grants for directors are service-based and vest over time (shifted from three-year to one-year vesting for annual grants beginning in 2022/2023) .
Other Directorships & Interlocks
| Name | Other Public Boards | Committee Interlocks |
|---|---|---|
| Matthew R. McBrady | None | Served on Axon Compensation Committee historically; special proxy notes no interlocks or insider participation among committee members for period reviewed |
Expertise & Qualifications
- Designated Audit Committee Financial Expert by the Board (2017–2021), meeting SEC/NASDAQ financial sophistication requirements .
- High financial literacy and relevant political background cited by Axon (CEA/Treasury service; CIO at BlackRock; academic posts) .
Equity Ownership
| Date | Shares Beneficially Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Mar 26, 2018 | 1,077 | 2,134 | 3,211 | <1% |
| Mar 31, 2019 | 4,289 | 2,993 | 7,282 | <1% |
| Mar 31, 2023 | 1,980 | 3,193 | 5,173 | <1% |
| Mar 1, 2024 | 4,764 | — | 4,764 | <1% |
| Mar 31, 2025 | 3,235 | 657 | 3,892 | <1% |
Ownership alignment policies:
- Director stock ownership guideline: hold Axon stock equal to 5× base cash comp (e.g., $200,000 based on $40,000 annual retainer); new directors have up to three years to comply; sales restricted if below guideline .
- Hedging prohibited; pledging limited to 25% of total holdings (legacy pledges grandfathered) .
- As of 2019 and 2016, company disclosed no shares pledged by any NEO or director at those dates .
Governance Assessment
-
Strengths
- Financial expert designation and extensive capital markets experience enhance audit quality and M&A oversight; continued chairship of M&A & Capital Structure signals board confidence in transactional judgment .
- Engagement evidenced by committee meeting cadence (e.g., 2025: M&A&CS met 6×; Audit 7×; NCG 8×), and board meeting frequency with directors meeting 75% threshold historically .
- Pay structure aligns directors with shareholders via time-based RSUs; use of independent compensation consultant (Semler Brossy) and peer benchmarking at ~50th percentile mitigates pay inflation risk .
- Robust policies: anti-hedging; stock ownership guidelines; related-party transaction review/approval by Audit Committee .
-
Concerns / RED FLAGS
- Independence exception: McBrady deemed not independent for 2022 in the 2023 proxy without detailed rationale; this is atypical for committee service and warrants inquiry into any relationships or transactions during that period .
- Beneficial ownership appears modest (<1% across years), which may temper “skin-in-the-game” optics despite guideline counting of unvested awards; no explicit compliance status disclosed per-director .
- Pledging allowed up to 25% under current policy (though older disclosures show no pledges); still a potential alignment risk versus stricter no-pledge regimes .
- Say-on-Pay support in 2025 passed but with a material “AGAINST” vote (41,045,381 FOR vs 20,288,102 AGAINST), potentially reflecting investor scrutiny of executive pay practices; directors on comp-related committees should monitor sentiment .
Compensation Structure Analysis
- Year-over-year structure shifts: RSU vesting moved from 3-year to 1-year for annual grants beginning 2022/2023; committee fees transitioned from quarterly to annual framing by 2025; Compensation Committee Chair fee lifted to $25,000 beginning 2025 .
- Consultant usage: Semler Brossy provided peer analysis and benchmarking in 2023–2024; director compensation targeted around peer median, adjusted triennially .
- No discretionary director bonuses, options, or performance-linked director equity disclosed; compensation remains fixed cash + time-vested RSUs .
Related Party Transactions and Conflicts
- Audit Committee reviews/approves related-party transactions over $120,000; policy emphasizes arms-length terms and benefit to the company .
- Mark Kroll’s consulting arrangements assessed as non-impairing to independence given limited fees; not directly related to McBrady .
- No McBrady-specific related-party transactions disclosed in recent proxies; independence exception in 2022 remains unexplained, meriting diligence .
Compensation Peer Group (for benchmarking context)
- Semler Brossy peer set (examples): CrowdStrike, Datadog, Dynatrace, Fair Isaac, HubSpot, MongoDB, Palantir, PTC, Tyler Technologies, Zscaler; selection based on tech sector, revenue growth, market cap ranges .
Say-On-Pay & Shareholder Feedback
| Year/Source | Outcome |
|---|---|
| 2025 8-K | Say-on-Pay approved: 41,045,381 FOR; 20,288,102 AGAINST; 175,226 ABSTAIN |
| 2021 Proxy | Prior Say-on-Pay approved with 87% favorable at 2020 meeting; committee considered outcome supportive |
| 2016 8-K | Say-on-Pay approved (26,332,613 FOR; 1,345,809 AGAINST; 182,647 ABSTAIN) |
Equity Ownership & Alignment Policies
- Director guideline: 5× base cash comp; sales restricted if below threshold; NEOs must hold 50,000 shares; anti-hedging policy; clawback framework noted in 2022 plan and expected adoption per SEC/NASDAQ rules (progress documented in 2023) .
Final Notes for Investors
- Monitor any disclosures clarifying McBrady’s non-independence designation in 2022 and ensure continued adherence to independence criteria for all committee assignments going forward .
- Beneficial ownership remains low relative to guideline valuation; confirm compliance status at each annual meeting and potential share pledging activity given policy latitude .
- Board effectiveness signals remain positive: financial expertise, active chair roles in M&A and risk, and structured director pay overseen by independent consultants with peer benchmarking .