Tensie Axton

About Tensie Axton

Independent Class III director at XTI Aerospace, Inc. since May 2024; age 57; CPA with a BBA in Accounting from Texas A&M University; over 30 years’ experience in corporate finance, operations, and transactions, including interim CFO roles and KPMG partner leadership . Board term (Class III) expires at the 2026 annual meeting; the Board has determined she is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: Axton is independent under Nasdaq Listing Rule 5605; all directors except Scott Pomeroy and Soumya Das are independent .
• Attendance: In 2024, the Board met 14 times; no director attended fewer than 75% of Board and applicable committee meetings; Audit and Compensation Committees met 3 times each with 75%+ attendance; Governance Committee met once .
• Current committees (2024):
  • Audit Committee: Chair Kareem Irfan; Members Tensie Axton, David Brody; Axton designated an “audit committee financial expert” .
  • Compensation Committee: Chair David Brody; Members Tensie Axton, Kareem Irfan .
  • Nominating & Corporate Governance Committee: Chair Tensie Axton; Member David Brody .
• Expected (post-2025 election):
  • Audit Committee: Chair Tensie Axton; Members David Brody, Kareem Irfan, Clinton J. Weber; Axton designated “audit committee financial expert” .
  • Compensation Committee: Chair Kareem Irfan; Members Tensie Axton, David Brody, Clinton J. Weber .
  • Governance Committee: Chair Clinton J. Weber; Members Tensie Axton, David Brody, Kareem Irfan .
• Policies: Code of Business Conduct and Ethics; updated insider trading policy (April 2025) prohibits margin accounts, pledging, short selling, and hedging by directors and officers (alignment-friendly) .

Fixed Compensation

Performance Compensation

The director compensation policy describes cash and annual option awards; no specific performance metrics (e.g., revenue, TSR) are tied to director compensation in the policy disclosure .

Other Directorships & Interlocks

No other public company directorships disclosed for Axton in XTIA’s proxy statements .

Expertise & Qualifications

• CPA; audit and transaction services leadership at KPMG; extensive CFO/COO experience in healthcare, banking, and corporate finance .
• Designated “audit committee financial expert” by the Board (current and expected committee structures) .
• Skillset spans capital markets, M&A, accounting/auditing, investor relations, systems implementations—aligned with Audit/Comp/Governance committee oversight .

Equity Ownership

Insider trading policy prohibits pledging/hedging of company stock, supporting alignment .
Note: “*” indicates less than 1% of the class .

Governance Assessment

• Positives:
  • Independence and audit financial expertise; slated to chair Audit Committee—strengthens oversight of financial reporting, internal controls, and auditor independence .
  • Strong attendance and committee engagement; current Governance Chair and Compensation member indicate broad governance involvement .
  • Insider trading policy prohibitions (pledging, shorting, hedging) reduce misalignment risks .
• Watch items / red flags for investor monitoring:
  • Low personal ownership (options only; <1%) limits “skin-in-the-game” signaling; consider tracking future equity grants and ownership accumulation .
  • Early tenure (appointed May 2024) means limited historical track record at XTIA; monitor committee leadership transition execution and audit quality outcomes .
  • Company-level related-party transactions (e.g., AVX consulting arrangements tied to other directors; settlements with former CEO) require rigorous Audit/Governance oversight; Axton’s Audit Chair role is central to mitigating these risks even though she is not a party to them .
• Independence/Conflicts:
  • No related-party transactions disclosed involving Axton; Board reviews and must approve related-party transactions, seeking arm’s-length terms .

Appendix: Committee Structures Summary