Michael Garnreiter
AXON ENTERPRISEAbout Michael Garnreiter
Independent Chair of the Board at Axon, age 73, and a director since 2006. He is a Certified Public Accountant with a B.S. in Accounting from California State University, Long Beach, and has extensive audit and finance leadership experience, including partner-level tenure at Arthur Andersen and finance executive roles in food distribution and restaurant operations . He currently serves on the Audit, Compensation, and Nominating & Corporate Governance Committees, and was Audit Committee Chair until March 4, 2024; he remains designated an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen | Partner (progressive roles since 1974) | 1974–Mar 2002 | Led audit engagements; deep SEC rules expertise |
| Main Street Restaurant Group | EVP, Treasurer & CFO | Apr 2002–Jun 2006 | Corporate finance leadership |
| Rising Sun Restaurant Group, LLC | Managing Member | Aug 2006–Dec 2009 | Operations and governance in private restaurant company |
| Fenix Financial Forensics | Managing Director | Jan 2010–Aug 2012 | Litigation and financial consulting, forensic analysis |
| Shamrock Foods | VP Finance & Treasurer (retired Dec 2015) | Through Dec 2015 | Treasurer-level oversight for privately held food manufacturer/distributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Knight-Swift Transportation Holdings Inc. | Director | Since 2003 | Has served on audit committees of boards on which he served |
| Amtech Systems, Inc. | Director | Since 2007 | Has served on audit committees of boards on which he served |
Board Governance
- Board leadership: Independent Chair; CEO and Chair roles separated to enhance oversight and safeguard independence .
- Committee assignments: Audit, Compensation, and Nominating & Corporate Governance; Audit Committee Chair through March 4, 2024 (succeeded by Graham Smith) .
- Independence: Determined independent under NASDAQ standards; majority-independent board and committees .
- Audit expertise: Designated audit committee financial expert; financially literate under NASDAQ standards .
- Attendance: Board held nine meetings in 2024; no director attended fewer than 75%; all directors attended the 2024 Annual Meeting .
- Tenure and term limits: Prior policy required resignation at age 72 or 20 years; Board declined his 2024 resignation to plan succession (audit chair transition to G. Smith) and updated term limit to age 75, 20-year service; not required to submit resignation in 2025 .
- Director commitments: Company policy limits non-executive directors to four public boards in total .
Fixed Compensation
Director pay structure (2024):
| Component | Amount |
|---|---|
| Quarterly cash retainer | $10,000 per quarter |
| Chair of the Board cash premium | Additional $5,000 per quarter |
| Annual RSU grant (non-employee directors) | ≈ $200,000 grant date fair value; one-year vest |
| Chair RSU incremental grant | ≈ $20,000 grant date fair value; one-year vest |
| Committee chair/member fees (annual) | Audit: $25,000 / $10,000; Compensation: $15,000 / $7,500; NCG: $10,000 / $5,000; M&A & Capital Structure: $10,000 / $6,000; Enterprise Risk & Compliance: $10,000 / $6,000 |
| Consulting day rates (special board advisory) | $2,500/day; $1,250/half day |
| 2025 adjustments (forward-looking) | Annual RSU to $260,000; Compensation Committee Chair fee to $25,000 |
2024 compensation — Michael Garnreiter:
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $86,250 |
| Stock Awards (grant-date fair value) | $219,380 |
| Total | $305,630 |
Stock award details (director grant mechanics):
- 657 RSUs granted to each current non-employee director on May 10, 2024, vesting May 10, 2025 (grant-date fair value per director $199,354) .
- Chair incremental grant: 66 shares to Garnreiter on May 10, 2024, vesting after one year (included in his $219,380 total stock awards) .
Director stock ownership guidelines:
- Must hold company stock equal to five times base cash compensation; for 2024 equates to $200,000; new directors have up to three years to comply; sales restricted if below guideline .
Performance Compensation
Director equity awards are service-based RSUs; no performance-based metrics disclosed:
| Award Type | Grant Date | Quantity | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs | May 10, 2024 | 657 | One-year cliff (to May 10, 2025) | None disclosed (service-based only) |
| Chair incremental shares | May 10, 2024 | 66 | One-year cliff | None disclosed (service-based only) |
Compensation governance:
- Semler Brossy engaged for director benchmarking and peer analysis; philosophy targets ≈50th percentile and triennial adjustments; 2025 increases reflect review outcomes .
Other Directorships & Interlocks
| Company | Industry Link to Axon | Potential Interlock/Conflict Indicator |
|---|---|---|
| Knight-Swift Transportation Holdings Inc. | Trucking/transport; no apparent overlap with Axon’s law enforcement/public safety product ecosystem | No related-party transaction disclosure for Garnreiter; Audit Committee reviews any >$120k related-party transactions |
| Amtech Systems, Inc. | Semiconductor equipment; limited linkage to Axon’s hardware/software stack | No Garnreiter-specific related-party transactions described in the filing; policy requires Audit Committee review |
Company policy on related parties:
- Audit Committee reviews, approves or ratifies related-party transactions over $120,000; must be on arm’s-length terms and reasonably benefit the Company .
Expertise & Qualifications
- CPA; former Arthur Andersen partner; extensive SEC rule knowledge and audit committee service across boards .
- Audit committee financial expert under SEC rules; NASDAQ financial sophistication confirmed .
- Risk oversight experience via multi-decade finance roles; serves on Axon’s Audit, Compensation, and NCG committees .
Equity Ownership
Beneficial ownership (as of March 31, 2025):
| Holder | Shares Beneficially Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Michael Garnreiter | 23,536 | 723 | 24,259 | <1% |
Aggregate RSUs outstanding (as of December 31, 2024):
| Director | RSUs Outstanding |
|---|---|
| Michael Garnreiter | 723 |
Ownership guidelines and pledged shares:
- Director guideline: 5× base cash compensation ($200,000 for 2024) .
- Company policy limits pledging to 25% of holdings (grandfathered exceptions exist); a pledge disclosure pertains to Hadi Partovi, not to Garnreiter .
Governance Assessment
- Strengths: Independent Board Chair; audit committee financial expert designation; broad finance/audit pedigree; strong committee engagement; majority independent board; clear related-party review policy .
- Attendance/engagement: No director below 75% attendance; full director participation in 2024 Annual Meeting .
- Succession planning/term limits: Board deliberately extended Garnreiter’s service under prior limits to facilitate audit chair succession amid auditor transition; term limit updated to age 75/20-year service—appropriate transparency but a watch item for ongoing refresh .
- Compensation alignment: Director pay predominantly equity-based via time-vested RSUs; 2025 increases calibrated to benchmarking; ownership guideline in place to reinforce alignment .
- RED FLAGS: None disclosed specific to Garnreiter (no related-party transactions, hedging/pledging by him not disclosed). Monitor tenure/refresh dynamics given long service and leadership role .