Todd Morgenfeld
AXON ENTERPRISEAbout Todd Morgenfeld
Todd Morgenfeld (age 53) is an independent director of Axon Enterprise, appointed August 28, 2025, with an initial term through the 2026 annual meeting. He serves on Axon’s Audit Committee and its Mergers & Acquisitions and Capital Structure Committee. Morgenfeld graduated first in his class from the United States Military Academy at West Point (B.S.) and holds an M.B.A. from Stanford GSB; prior roles include CFO/COO at Pinterest, VP Finance at Twitter, Treasurer/SVP at Hewlett-Packard, investment partner at Silver Lake, associate at Goldman Sachs, and U.S. Army Captain (Armor).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinterest, Inc. | Chief Financial Officer; then CFO & Head of Business Operations (COO) | 2016–2023 | Led finance and operations transformation; scaled a consumer internet platform |
| Twitter, Inc. | Vice President of Finance | 2015–2016 | Finance leadership at a public social platform |
| Hewlett-Packard Company | Treasurer; SVP Financial Analytics & Corporate Development | 2013–2015 | Corporate development and analytics oversight |
| Silver Lake Partners | Investment Partner | 2004–2013 | Technology-focused private equity investing |
| Goldman Sachs & Co. | Associate | 2001–2004 | Investment banking/finance experience |
| U.S. Army (Armor) | Captain | 1994–1999 | Leadership and operations in military context |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| AppLovin Corporation | Director | Since 2023 | Marketing platform for mobile app developers |
| Urban Outfitters, Inc. | Director | Since 2019 | Lifestyle retail company |
- Indemnification agreement: Axon entered into its standard indemnification agreement with Morgenfeld upon appointment.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (NASDAQ standards). |
| Axon committees | Audit Committee (member); Mergers & Acquisitions and Capital Structure Committee (member). |
| Board size change | Board expanded from 10 to 11 directors effective with Morgenfeld’s appointment. |
| Audit Committee chairs | Graham Smith is the current Audit Committee Chair (appointed March 4, 2024). |
| Committee meeting cadence (2024) | Audit (7), Compensation (3), NCG (8), Enterprise Risk & Compliance (4), M&A & Capital Structure (6). |
| Board meeting attendance (2024) | Board met 9 times; all directors attended ≥75% of meetings—Morgenfeld joined in Aug 2025, so 2024 attendance does not apply. |
- Related-party oversight: Audit Committee reviews and approves related-party transactions >$120,000; monitors Code of Ethics compliance and complaint procedures.
- Director commitments policy: Non-executive directors may serve on up to four public company boards including Axon; Morgenfeld’s three boards (Axon, AppLovin, Urban Outfitters) are within limits.
Fixed Compensation
| Component | Amount | Vesting/Schedule | Source |
|---|---|---|---|
| Annual cash retainer | $40,000 per year | Paid quarterly | |
| Audit Committee membership fee | $10,000 per year | Paid quarterly | |
| M&A & Capital Structure Committee membership fee | $6,000 per year | Paid quarterly | |
| Initial RSU grant (on appointment) | $260,000 grant date fair value | Vests annually over 3 years | |
| Annual RSU grant (each Annual Meeting) | $260,000 grant date fair value | Vests on 1-year anniversary | |
| Board-wide context: non-employee director cash | $10,000 per quarter ($40,000/year) | Standard program | |
| Board-wide context: committee fee schedule | Audit Chair $25,000; Audit Member $10,000; Compensation Chair $25,000 (2025); Compensation Member $7,500; NCG Chair $10,000; NCG Member $5,000; M&A Chair $10,000; M&A Member $6,000; ER&C Chair $10,000; ER&C Member $6,000 | Annual fees |
- Director compensation program increased annual RSU awards for non-employee directors to $260,000 beginning in 2025.
Performance Compensation
| Item | Detail |
|---|---|
| Performance-conditioned director equity | None disclosed; director RSUs vest time-based (annual or three-year schedules). |
- No director options or PSUs are disclosed in Axon’s director compensation structure; equity is RSU-based and time vested.
Other Directorships & Interlocks
| Company | Overlap with Axon customers/suppliers | Noted interlocks/conflicts |
|---|---|---|
| AppLovin | Not disclosed | No related-party transactions requiring Item 404(a) disclosure. |
| Urban Outfitters | Not disclosed | No related-party transactions requiring Item 404(a) disclosure. |
- Axon states no arrangements/understandings related to Morgenfeld’s selection and no transactions requiring Item 404(a) disclosure at appointment.
Expertise & Qualifications
- Financial leadership and operations: CFO/COO experience at Pinterest; VP Finance at Twitter; Treasurer/SVP at HP.
- Investment and corporate development: Investment partner at Silver Lake; associate at Goldman Sachs; extensive technology investing.
- Military leadership: U.S. Army Captain (Armor), implying strong discipline and risk management perspective.
- Education: B.S. (West Point; first in class), M.B.A. (Stanford GSB).
- Committee alignment: Audit and M&A committees match finance/investment expertise; strengthens board oversight in financial reporting, M&A strategy, and capital decisions.
Equity Ownership
| Data point | Detail |
|---|---|
| Beneficial ownership at March 31, 2025 | Not disclosed (appointment occurred Aug 28, 2025; proxy ownership table as of Mar 31, 2025 does not include him). |
| Initial RSU grant | $260,000 grant date fair value, vests annually over 3 years (granted at appointment). |
| Annual RSU grant | $260,000 grant date fair value, vests in one year (granted at each Annual Meeting while serving). |
| Options | None disclosed for directors; program is RSU-based. |
| Director stock ownership guidelines | Non-employee directors must hold Axon stock equal to 5x base cash retainer ($200,000 for 2024); new directors have up to 3 years to comply; sale restrictions apply until compliant. |
| Hedging/pledging policy | Hedging prohibited; pledging limited to 25% of holdings at loan origination (grandfathered arrangements permitted subject to policy procedures). |
Fixed Compensation (Director Program Context)
| Element | 2025 Program | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly. |
| Annual equity (RSUs) | $260,000 | One-year cliff vest; increased starting 2025. |
| Committee fees | See schedule (Audit $25k Chair/$10k Member; Compensation $25k Chair/$7.5k Member; NCG $10k Chair/$5k Member; M&A $10k Chair/$6k Member; ER&C $10k Chair/$6k Member) | Annual fees. |
Governance Assessment
- Board effectiveness: Morgenfeld’s deep CFO/COO background and private equity experience add financial rigor to the Audit Committee and strategic insight to the M&A & Capital Structure Committee, enhancing oversight of financial reporting, capital allocation, and transaction strategy.
- Independence & conflicts: Explicitly designated independent; 8-K states no related-party transactions requiring Item 404(a) disclosure, reducing conflict risk at entry.
- Ownership alignment: Time-based RSU grants and director stock ownership guidelines (5x base retainer over three years) support alignment; hedging prohibited and pledging constrained by policy.
- Attendance & engagement: Axon’s board met 9 times in 2024 with strong attendance; Morgenfeld’s attendance will be reported post-appointment in future proxy statements.
- Director commitments: Serves on three public company boards including Axon, within Axon’s limit of four for non-executive directors, mitigating overboarding concerns.
- Signals and red flags: No pledging/hedging disclosures specific to Morgenfeld; indemnification agreement is standard; no Item 404 transactions; overall, low conflict signals at appointment.
Overall: Morgenfeld’s finance-and-operations profile, audit committee placement, and independence status should bolster investor confidence in Axon’s board oversight of financial reporting and capital strategy, with low initial conflict risk and solid alignment mechanisms via RSUs and ownership guidelines.