By Jeffrey Dastin
LAS VEGAS, Dec 27 (Reuters) - Bathed in white light on stage at the MGM Grand in January, Rick Smith spoke eloquently before a packed crowd of law-enforcement officers about his company’s mission to save lives.
The CEO was there to introduce Axon Enterprise’s newest product – an electroshock weapon called the Taser 10. But first he briefly invoked the tragic event that he said moved him to found the police technology company that makes and markets Tasers as a less-lethal alternative to firearms.
He started the company, he said, after “two of my high school friends were shot and killed.” Projected behind him were photographs of the slain youths, marked with the dates of their short lives.
For years, Smith, a charismatic and fit 53-year old, has told variations of the same inspirational story – that he co-founded his now highly successful company because of the gun violence that killed his friends, whom he sometimes describes as football teammates. Their deaths feature in various promotions the company has run, including one this year in honor of its 30th anniversary. Smith even cites them in a 2020 Axon filing with the U.S. Securities and Exchange Commission (SEC).
Much of the story, however, appears to be false.
Smith was not friends with the deceased, Todd Bogers and Cory Holmes, according to three immediate family members and a close friend of the young men. They were gunned down after a road rage incident in 1991, not 1990, as indicated on Smith’s slide in Las Vegas. Smith played on the same football team as the boys at Chaparral in Scottsdale, Arizona – but not at the same time, according to school yearbooks seen by Reuters. The boys who were killed graduated in 1986. Smith does not appear in the yearbooks until the school year that ended in 1987.
Axon “ran a whole advertising campaign based on the murder of my son,” Todd’s father John Bogers said in an interview, recalling feelings of bereavement that the ads triggered. “They profited off that, and they didn’t ask for permission.”
“He’s making money off of being a great liar,” Todd’s sister Shelby Bogers said of Smith.
The Axon CEO’s tale about the company’s origins is part of a pattern of misrepresentations and self-serving behavior among top executives at the company in recent years, Reuters has found. Documents and interviews show Axon pays its leaders lavishly while vowing to keep their compensation in line with corporate peers. These leaders have drawn on company resources to finance private interests, costly perks and ostentatious spending. In some instances, the company did not fully disclose these activities in regulatory documents.
It sounds like “a chorus of self-dealing transactions,” said Charles Elson, founding director of the Weinberg Center for Corporate Governance at the University of Delaware and one of several experts Reuters consulted about its findings. “Where is your internal control process?”
For investors, he said, “full disclosure is the best way to handle anything, and the less you disclose, the more questions appear.”
Axon and its top two executives declined to answer most of the detailed questions posed by Reuters for this story. Instead, the company issued a statement: “At Axon, we win right, celebrate awesome people, and recognize their achievements in memorable ways. We pursue a mission of Protecting Life and have fun at work while doing so. We put rigor behind all of our SEC reporting practices to ensure all necessary disclosures are made. Reuters’ questions are misguided and inaccurate and given the petty nature of their inquiries, they do not merit a response.”
In reference to Smith’s account of the company’s origins, however, company spokesperson Alex Engel said Smith got to know the slain young men through “team-related social events.” She referred Reuters to a page from a book Smith published in 2019 in which he describes the boys as “friends of mine, a few years ahead of me” in school, saying the passage is “consistent with the narrative Rick has shared over the years.”
The company declined to specify what else it took issue with in the Reuters report.
Over the past decade, Scottsdale-based Axon has told investors its senior executives had hardly any self-dealing or significant perks to report, according to standard disclosures in its securities filings. U.S. regulations require SEC disclosures when perks exceed $10,000 and when transactions benefiting corporate officers personally exceed $120,000. The experts said that smaller dollar amounts still can be material to investors if the information would influence a decision to buy or sell Axon’s stock.
It is unlawful to intentionally deceive shareholders through material misstatements or omissions. The SEC declined to comment for this story. In a media release earlier this year, an SEC official said: “The SEC will hold companies accountable when they fail to meet their obligations to shareholders so that our markets remain transparent and fair for all.”
Among Reuters’ findings about Axon:
The company tells investors it generally aims to pay executives near the 50th percentile compared to peer companies, SEC filings show. But internal analyses covering recent years, seen by Reuters, show the top five executives placed in the 90th percentile or greater. A $246 million stock option award made Smith one of the world’s highest earning CEOs in 2018. The underlying shares are now worth $1.6 billion.
The company spent hundreds of thousands of dollars this year and last to sponsor and provide security for an Arizona golf tournament run by a fraternal professional society of which Axon President Josh Isner is a leading member, interviews and online records show. This expenditure was not disclosed to the SEC.
Axon purchased an Aston Martin sports car for Isner four years ago in lieu of a cash bonus, according to employee text messages about the gift and records seen by Reuters. The manufacturer’s suggested retail price for such a vehicle at the time was between $216,000 and $241,000. Axon told investors about taxes paid in relation to the vehicle but did not divulge the car’s luxury make and price tag.
Other gifts to favored executives and staff often came in the form of hard cash, including $50,000 delivered on a restaurant platter to one Axon leader and tens of thousands bestowed in a designer bag to another, according to interviews and photos. Except when the outlays went to the top company officers, they generally did not have to be disclosed as compensation to the SEC or investors.
Smith’s wife, a former real estate salesperson, was employed by the company in the role of “CEO Support” and “Personal Assistant,” according to federal documents disclosing election campaign contributions. Axon’s code of ethics “discourages” executives’ employment of their family members, and the arrangement was not reported in SEC filings. Reuters could not determine her compensation.
This story is based on a review of government documents such as securities filings and other records of executives’ activities including web pages and online brochures; internal Axon documents such as PowerPoint presentations, staff emails, text messages and Excel spreadsheets; and employee photographs and video recordings. The story also draws on interviews with around 30 current and former staffers and business partners. All spoke on condition of anonymity, mostly because of non-disclosure agreements they signed.
The report follows a Reuters investigation in August spotlighting Axon’s unusual workplace culture. Former staffers said top executives tested the loyalty of workers by pressing them into activities such as group tasings or tattooing sessions in which they were inked with the corporate insignia. Although some staff embraced the measures, others felt they were extreme. Some ex-employees said the company had a “bro culture” or macho environment akin to a fraternity.
Axon said at the time that its activities such as tasings and tattoos were voluntary and that its executives and workplace embraced diversity.
Axon’s 11-member board, charged with setting executive pay and providing oversight on behalf of shareholders, includes Smith and two of his Sigma Chi fraternity brothers from Harvard University. Until 2022, these fraternity brothers made up the majority of the board’s three-member compensation committee. Isner, who is not on the board, also was a member of the same Harvard frat, which operates independently from the university. Smith has told Reuters that Isner’s fraternity affiliation was not a factor in his position at the company.
A Reuters investigation published in 2017 found that more than 1,000 people had died in the United States following incidents in which police used Axon’s Tasers, often along with other types of force. Axon said Tasers are the safest option for officers who need some access to force in the field.
Axon’s governance practices have come under scrutiny before by investors and the SEC. In 2006, the company agreed to pay $21.75 million to settle various investor lawsuits alleging it made false or misleading claims about the safety of its Tasers and its ability to meet certain sales goals, Axon said in a 2007 filing. Some of the complaints also accused Axon officers of breaching their fiduciary duty by trading company stock on the basis of non-public information.
More recently, the Financial Industry Regulatory Authority (FINRA) probed atypical trades of Axon’s stock. The authority made information requests of Axon, seen by Reuters, regarding its communications to people outside the company – for instance, investors and stock analysts – before it reported its financial results and outlook in February 2018. Afterward, Axon provided guidance or reminders to staff on rules governing financial disclosures, three people aware of the communications said.
A spokesperson for FINRA, which mostly regulates brokerage firms that deal in stocks rather than stock-issuing companies, declined to comment.
Board members at Axon did not respond to requests for comment for this report.
Axon is an exceptionally successful company with few close competitors. Its share price has risen 500% in the past five years, or more than five times the increase seen in the same period for the benchmark S&P 500 stock index. In May, Axon joined the S&P 500 for the first time – an ascension that is likely to draw increased interest from serious investors.
Donald Langevoort, a Georgetown Law professor and former SEC attorney, said some investors may look past potential self-dealing when a company’s stock is rising. Others, he said, are looking for aggressive leaders with confidence and a compelling story.
Commenting about stock issuers in general and not Axon in particular, he said: “The most serious cause for concern comes when investors are duped into thinking the issuer is well governed and thoroughly candid when it is not.”
‘HOW ON EARTH CAN WE TRUST YOU?’
What prompted Rick Smith and his older brother Tom to co-found the company remains murky.
Three former employees said he lit on the idea for the Taser company while in business school, hoping to follow in the footsteps of his entrepreneur father. Tom Smith reportedly told GQ magazine in 2010 that the business stemmed from the concerns of their mother, who grew fearful for her own safety after the football players’ slayings.
Their mother is now deceased, and Tom Smith did not respond to a request for comment.
For his part, Rick Smith says the now-thriving business grew from his personal connection to victims of senseless gun violence and has described its mission in moral terms.
In a 2020 proxy statement for investors, for instance, Smith recounts how protesters once confronted him during a presentation at a university. One student asked: “Mr. Smith, your company makes hundreds of millions of dollars selling for a profit to government agencies, how on Earth can we trust you?”
He answered with his founding tale, describing the death of his “friends” and how he was “enraged that such a terrible thing could happen, and I wanted to do something about it.”
“Here I am, 25 years later. Our company has sales around a half a billion dollars per year,” he said.
His take-home message: “I believe the scale of our enterprise is exactly why idealistic young people like you should seriously consider entrepreneurship as the single greatest pathway to have impact at large scale on the problems you care about.”
Shelby Bogers and Christopher Holmes, siblings of the football players Todd and Cory, said the story came as news to them: They did not learn about Smith’s narrative until more than 15 years after their brothers’ deaths, they said. Smith wasn’t close with Todd or Cory, didn’t attend their joint funeral and never offered a hand during the four-year search for the killer, Shelby Bogers said.
Now Axon is “calling them his childhood friends,” she said. “That word pisses me off.”
Todd Cantin is pictured in a yearbook as a football teammate of the two slain youths. Cantin described himself, Todd and Cory to Reuters as “best friends” who hung out with many of the same people. “I don’t know any Rick Smith,” he said.
Pat Harned, CEO of the Ethics & Compliance Initiative, a nonprofit that researches workplace integrity, said she could not comment on Smith’s founding story. But she added that “there’s a huge risk” if the narrative is false.
“One of the fastest ways to destroy the culture of your organization, to lose the faith of your employees, to lose the engagement of your most important stakeholders, is to not be an honest broker,” she said.
Other governance experts noted that a misrepresentation in an SEC document could pose a legal risk, depending on whether the agency finds the information “material” to investors.
After licensing trademark rights for the electroshock-gun technology in 1993, the Smith brothers jointly ran Taser during its first two decades. Rick was in charge as CEO while Tom served as president and ran sales. The Smiths had a fractious relationship, six people who knew one or both brothers said, and Tom left the company and its board by 2012 after a disagreement with Rick over product and sales strategies.
The business has since grown to a corporation with a $19 billion market capitalization that’s dominant in the niches of electroshock weapons and police body cameras. It has provided generous returns to stockholders.
Axon also has generously compensated Smith and other top executives.
In securities filings, Axon told investors its “philosophy” generally was to pay executives at the 50th percentile of what comparable companies were paying their peers.
During the past six years, however, Smith’s pay blew past this target and exceeded the 90th percentile, according to internal analyses from the period, which were reviewed by Reuters.
While the earnings for four top executives under Smith at one time lagged peers at comparable companies, their compensation more recently has also been at or above the 90th percentile, according to the internal analyses.
Axon did not disclose to investors how its pay far exceeded that of peer companies after 2018. Axon, Smith and the board members did not answer Reuters’ questions about executive pay and why it exceeded the company’s publicly stated benchmarks.
Angeli Patel, executive director of the Berkeley Center for Law and Business, called the compensation levels “absurd” and the lack of disclosure “a major red flag” for investors.
Top executives’ earnings substantially depended on Axon’s hitting what the board deemed ambitious financial targets over a decade, through 2028. But according to securities filings, those hurdles were cleared early, in about five years, thanks in large part to a single quarter in 2021.
In that quarter, Axon’s stake in a public safety startup technically added about $41 million to the Taser maker’s adjusted income, securities filings and public investment records show. That $41 million in profit was mostly unrealized: Axon cashed out less than a third of it and specifically excluded it from key profit calculations intended to guide investors in the company’s quarterly earnings. Moreover, the gains were significantly offset months later by unrealized losses on another investment, the records show.
But the addition of $41 million in mostly unrealized gains enabled Axon leaders to vault over many of their 10-year income targets. It helped unlock $844.5 million from the stock plan for top officers in 2021, according to the records. Some $571 million was claimed by Smith and about $53 million or more went to each of the other four top leaders. The value of this stock has continued to grow.
A spokesperson for Grant Thornton, Axon’s independent registered public accounting firm, said the company’s policy is not to comment on client matters.
The company’s steep climb in the market and its rising adjusted profit would have led to substantial, ahead-of-schedule payouts to top executives in any event. But the investment windfall pushed up the timeline and cleared the way for creating a new pay plan with still greater potential rewards, according to securities filings. This month, Axon said in a filing that it agreed to grant Smith another $150 million in a stock plan that is intended to pay out starting in 2028, pending shareholder approval and other requirements.
Responding to a 2019 question on Reddit about why his compensation was so high, Smith said he generally believes chief executives are “overpaid.” In his case, however, “I only get paid if we grow the company significantly.”
“If we suck, I make $0,” he said. “If we grow the company 10X from where we started, I earn back 12% of the company I started in a garage 26 years ago.”
Separately, in a message to shareholders in this year’s proxy statement, Smith said Axon’s completion of “an audacious 10-year plan in a little over five years” had been “far from easy.”
Brandon Gipper, an associate professor of accounting at the Stanford Graduate School of Business, said the early payday suggested otherwise.
It speaks to “easy goals,” he said. Either that, or “the forecasting inside the company wasn’t good enough.”
‘BIGGEST PARTY IN GOLF’
At Axon, the CEO and his inner circle pushed the boundaries of what personal projects or expenses merited company support, public records and interviews show.
Golf was a longstanding interest of Axon President Isner’s, who played on Harvard’s team, according to his LinkedIn profile. For years, Axon paid for Isner to compete in the Waste Management Phoenix Open, a tournament allowing amateur athletes like himself to play with pro golfers for a day, said four ex-employees familiar with the arrangement. In both 2018 and 2021, Isner shared the course with past winners of the U.S. Open, according to results that the competition posted online.
The price of participating in the “Pro-Am” tournament was listed publicly in 2017 as $11,500 and has since increased to $15,000, according to current and archived copies of the competition website. The annual fees, which were not reported in SEC filings, exceed what would require disclosure as a perk over $10,000.
By 2022, the group that ran the tournament, The Thunderbirds, inducted Isner into its ranks, according to official rosters. The Thunderbirds is an 87-year-old society, a nonprofit whose members wear signature pendants featuring a large silver bird. The group promotes the Phoenix area, chiefly through sponsorship of sporting events, and, through a related charity, distributes millions of dollars earned from the golf tournament each year.
Isner stopped playing in the tournament in 2022, but Axon accelerated its spending on the event as he moved up in leadership of The Thunderbirds, records show.
Last year, the tournament’s official program thanked Axon for its contributions related to the Skybox 16 Loge, a luxury viewing section. The price for such a package was $155,000 and up, an archived copy of the competition’s website showed.
Isner thereafter was promoted to the 20-person “Thunderbird Leadership Cabinet,” according to a 2023 tournament brochure.
In 2023, Axon doubled down on its support for the tournament, buying multiple viewing areas and sponsoring the Axon-branded “Lookout Lounge,” according to the brochure and a photograph seen by Reuters. The viewing areas cost a minimum $205,000, tournament web pages show. Isner has appeared at one of the Axon suites wearing his large silver Thunderbird pendant, said two former Axon employees who also attended.
Axon’s support went further. In a blog post and promotional video, it said it provided security free of charge to the tournament, which it called “the biggest party in golf.” These services, the cost of which Reuters could not determine, included running two command centers and carrying out 150 drone surveillance flights across five days.
By this June, Isner was again elevated in The Thunderbirds, becoming one of nine directors overseeing the nonprofit, according to its annual report filed in Arizona. Tax filings from prior years show that director positions were unpaid.
Axon did not disclose to investors any of its financial contributions to the fraternal society. SEC regulations require disclosure of transactions in excess of $120,000 in which a top executive or board member has a “direct or indirect material interest.”
The SEC declined to comment on whether Isner’s position in The Thunderbirds, an elite group counting a former governor and a former NBA franchise owner as members, constituted a material interest.
Isner declined to answer questions about Axon’s decision to sponsor spaces at the Phoenix Open and whether that related to his role as a rising leader of The Thunderbirds. He also did not respond to a request for clarification on how much, if anything, Axon paid for him to golf in the competition during prior years.
Neither the president of The Thunderbirds nor a press officer responded to a request for comment.
Executives’ sporting interests went beyond golf.
Axon paid hundreds of thousands of dollars for courtside tickets and one of three floor suites at Phoenix’s Footprint Center, giving employees access to players as they entered the basketball court, according to a 2020 promotional video and website by the Suns and former Axon employees. The floor box alone cost more than $200,000 for the playoffs in 2021, while four courtside seats cost around $70,000 for half a season, according to internal Axon records describing the purchases.
It is not unusual for corporations to spend money on sporting events to promote their brand and entertain clients and staff. Axon executives, however, brought people with no apparent ties to its business, including multiple family members and personal guests, according to photos showing corporate leaders’ spouses, family and friends taken at the basketball games.
Axon’s code of ethics states that employees may use its equipment and assets for “Company business purposes only” and may not allow “any other person” to use them. Violating this policy can lead to termination, the code states.
CASH ON A PLATTER
Being an executive at Axon came with other privileges.
Axon paid for its leaders to ship their personal belongings, for instance importing designer shoes and delivering golf clubs for Isner, three former employees said. Senior executives drew on Axon’s legal staff for personal affairs, six former employees said – including for help with a home sale and suing an elderly Arizona couple whose car hit one executive’s luxury vehicle.
Other outlays were more costly.
Axon spent hundreds of thousands of dollars each year for top executives and sales staff, along with their friends or family as guests, to stay in five-star resorts in locales such as Hawaii and the Cayman Islands for the company’s “President’s Club,” four people including attendees said. It doled out $1,000 or more in spending money in envelopes to employees in attendance, three of the people said.
Closer to home, the company stuffed tens of thousands of dollars in cash into a designer handbag several years ago as a bonus for an executive, three former employees with knowledge of the disbursements said. Another leader received $50,000 stacked on a restaurant platter, according to two of the same ex-employees and a fourth former staffer, as well as two photos of the event.
Three experts consulted by Reuters described the cash distributions as unusual and perplexing in an era of electronic payments, though not unlawful so long as the money is properly tracked.
“Having to account for it is a nightmare,” said one of the ex-employees familiar with the practice.
“It was completely crazy,” said another.
These sources said this approach appealed to Rick Smith, who thought crisp $100 bills got people excited. “He’s always been a big cash guy,” one said.
Such conspicuous spending on favored personnel did not appear to slow significantly in times of austerity, when Axon preached caution to the rest of its staff.
Axon began squeezing costs in late 2017 after its earnings fell short. This included requiring multiple executives to sign off on expenses above $5,000 and freezing hiring outside research and development roles, one planning document showed. Workers were told to limit travel, while senior executives flew aboard private aircraft, according to internal documents and three former employees familiar with the matter.
“Be Scrappy,” Axon exhorted staff in a November presentation that year and in a 2019 email, seen by Reuters.
A PERSONAL ‘MANIFESTO’
Rick Smith’s personal interests, and those of his family, were not always clearly distinct from the business.
In 2019, Smith published a book called “The End of Killing,” making the argument that technology will make guns superfluous.
He described the book as something he was tackling “in my personal capacity,” not as an official company document that would risk becoming “a marketing brochure,” according to an email he sent to staff that year, which was seen by Reuters.
“The book is my own personal effort,” he said. “This is my manifesto.”
Saying he wanted to address any concerns about use of company resources, he then explained how it was in Axon’s interest to support the book. “While it, at first, might appear like the company is buying books from me to make money, in actuality I am personally funding a campaign using this book to help promote the company and our collective mission,” Smith said.
Ultimately, Axon invested significantly in the endeavor. Axon disclosed in a 2020 securities filing that it had spent up to $50,000 maintaining a website for Smith’s tome, promoting it, handing out Tasers with purchases and buying about 3,700 copies of the book to give to customers, members of Congress and others.
Hundreds of books acquired by the company piled up across Axon’s offices in Scottsdale and Seattle, five former staffers who saw the stockpiles said.
Smith earned no royalties from Axon’s purchases, the 2020 securities filing said. The SEC disclosure referred to the transactions as part of a “mutual marketing agreement” that “benefits the Axon brand.”
Corporate governance expert Elson said the purpose of the project was confusing. “What exactly was it – was it personal, or was it company related?” he said. “These are questions that need to be answered” for investors.
Smith and the board did not respond to a question about why Axon contributed financially to his book project.
Around the same time, Smith’s teenage daughter pursued what Smith described on social media as her own “passion project.” She dropped out of school to focus on making more-breathable face masks, he said. A press release said the masks were to combat pollution and later COVID-19.
“As someone who started his own company at the young age of 23, I know it is my job to encourage the sense of entrepreneurship and social responsibility my daughter feels,” Smith wrote in a 2021 LinkedIn post. Smith included a selfie with the post, sporting his daughter’s product, a nose-worn filtration system called Exa Mask.
What Smith did not say is that at least two firms that worked for Axon were helping with the startup, according to client records and contractors involved in the launch. One contractor, Bill Webb of Huge Design, told Reuters that Rick Smith personally paid all the firm’s Exa Mask bills at standard rates.
Smith, listed as a co-founder in Exa Mask bios, sat in on meetings, traveled for the startup and facilitated marketing efforts, according to three people and a trip record. Isner lent his endorsement in a testimonial on Exa Mask’s website. So did Axon itself, in a March 2021 post to the company’s thousands of Twitter followers that showed Smith wearing the mask: “Our fearless leader @AxonRick lookin good for the second time today!”
The mask company dissolved in 2022.
Elson said Smith and the board need to address whether Axon devoted resources to the project, which had no relation to the company’s stated focus on products for law enforcement. “The appearance on first blush looks like a conflict,” he said.
Smith and Axon did not comment on the shared contractors or who paid them. Smith’s daughter, now an adult, could not be reached for comment.
Smith’s wife apparently had a more direct relationship with Axon: She worked there, according to government documents.
In 2019, Brenda Smith was employed at Axon as “CEO Support,” according to forms filed with the Federal Election Commission in connection with two political donations. A similar document from 2012 describes her role at the company, then called Taser International, as “Personal Assistant.” A 2006 Arizona campaign finance report shows her occupation simply as “Taser.”
At other times on political donation forms, Brenda Smith was listed as not employed or working in real estate. None of the former employees with whom Reuters spoke was aware of Brenda Smith being employed by Axon.
Axon’s code of ethics discourages, but does not forbid, employing relatives and romantic interests in “a supervisor/subordinate relationship.”
Reuters could not determine whether Brenda Smith’s stated role was reported to Axon’s board. It was not reported to investors via SEC disclosures.
Brenda Smith could not be reached for comment. Rick Smith did not answer a request for comment. Axon board members also did not respond to a request for comment on the matter.
Patel of the Berkeley Center for Law and Business said investors would want to know about these family relationships, which she said “raise alarms” given a litany of other governance concerns.
“It sounds like Axon is still run like a private company,” she said.
Football boosters at Chaparral High School, including the family of the slain player Cory Holmes, had their own proposal for Axon CEO Rick Smith.
Around 2007, the campus where Smith, Holmes and Bogers had played needed new facilities and artificial turf, said Cory’s brother Christopher Holmes. Holmes, who then sat on the school boosters’ board, said the group had learned that Smith was using the youths’ story. So they reached out to the CEO for a donation.
Smith said no, Holmes said. Mickey Cummings, then president of the booster club, described Smith as “very cordial” in hearing out the proposal, but confirmed that Smith declined to provide financial support.
Neither Rick nor Tom Smith, who then was still at the company, responded to a request for comment about the requested donation.
Holmes said he was left disappointed in the Taser co-founders.
“For a couple of guys who were leveraging (the story) for a PR perspective, it would have been nice for them to step up in whatever way possible,” Holmes said.
(Reporting by Jeffrey Dastin in Las Vegas; additional reporting by Paresh Dave; Editing by Julie Marquis)