The Board of Directors is elected by and accountable to the stockholders. The Board of Directors establishes policy and provides strategic direction, oversight and control of the Company. The Board of Directors is comprised of seven directors. The directors are divided into three classes comprised as follows: two directors each in Class A and Class C, and three directors in Class B. Generally, one class is elected each year for a three-year term. The two nominees for election as directors to serve a regular three-year term until the Annual Meeting of Stockholders in 2007, or until their respective successors are elected and qualified, are Phillips W. Smith and Bruce R. Culver. Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. The two nominees for director receiving the highest number of votes will be elected to the Board of Directors. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election.

        Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees named below.

        If any nominee is unable or unwilling to serve as a director at the date of the Annual Meeting or any postponement or adjournment thereof, the proxies may be voted for a substitute nominee, designated by the proxy holders or by the present Board of Directors to fill such vacancy, or for the other nominee named without nomination of a substitute, or the number of directors may be reduced accordingly. The Board of Directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected a director.

        The Board of Directors recommends a vote FOR the election of Phillips W. Smith and Bruce R. Culver.

        The following table sets forth certain information about each nominee for election to the Board of Directors, each continuing director and an additional executive officer of the Company.

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Directors and Executive Officers

        Phillips W. Smith, Chairman of the Board of Directors. Dr. Smith has served as a director of the Company since 1993. Since August 1997, Dr. Smith has served on the Board of Directors of Pentawave, Inc., a developer of cross-media publishing software. Dr. Smith was Chairman of the Board of Pentawave from January 1999 through October 2000 and its Chief Executive Officer from January through March 1999. From June 1990 to September 1997, Dr. Smith served as the President and Chief Executive Officer of Zycad Corporation, a developer of engineering and manufacturing applications software. Dr. Smith holds a B.S.E. degree from West Point, a M.B.A. degree from Michigan State University, and a Ph.D. degree in Business Administration from St. Louis University. Since 1999 Dr. Smith has served as Director of Investor Relations with the Company.

        Bruce R. Culver, Director. Mr. Culver has served as a director of the Company since January 1994. In 1986 Mr. Culver founded Lab Support, Inc, now called On Assignment, Inc. (NASDAQ ASGN) and co-founded Professional Staff, P.L.C. (PSTF) in 1990 in the UK; both companies are human resource staffing businesses. He served as Founder, CEO, and Chairman and on the Board of Directors of both. In March 1993, Mr. Culver acquired California Distribution. California Distribution provides warehouse, trucking and distribution services in Southern California. In June 2001, Mr. Culver co-founded and serves as the CEO and Chairman of IdealHire, Inc., an internet software company that provides Candidate Identification technology for corporate and organizational websites. Mr. Culver holds a B.Sc. in Chemistry and Physics from South Dakota State University and a M.Sc. in Analytical Chemistry from Montana State University.

        Patrick W. Smith, Chief Executive Officer and Director. Mr. Smith has served as Chief Executive Officer and as a director of the Company since 1993. He is a co-founder of the Company. Mr. Smith holds a B.S. degree in Biology from Harvard University, an M.B.A. degree from the University of Chicago, and a Masters Degree in International Finance from the University of Leuven in Leuven, Belgium.

        Bernard B. Kerik, Director. Mr. Kerik has served as a director of the Company since May 2002. Mr. Kerik is Chief Executive Officer of Giuliani-Kerik LLC, a Delaware company engaged in the security consulting business, and has held that position since 2001. From August 2000 through 2001, Mr. Kerik was New York City’s 40th Police Commissioner. Prior to his appointment as Police Commissioner, Mr. Kerik served as Commissioner of the New York Department of Correction from 1998 to 2000, and as the Department’s First Deputy Commissioner and the Director of the Investigations Division from 1995 to 1998.

        Mark W. Kroll, Director. Dr. Kroll has served as a director of the Company since January 2003. Since 1995 Dr. Kroll has held various executive level positions within St. Jude Medical Inc., most recently as Senior Vice President and Chief Technology Officer, Cardiac Rhythm Management Division. Dr. Kroll holds a B.S. degree in Mathematics and a M.S. degree and a Ph.D. degree in Electrical Engineering from the University of Minnesota and a M.B.A. degree from the University of St. Thomas. Dr. Kroll is a director of Harbinger Medical, Inc (Cardiac Diagnostic), Guidance Interactive, Inc (Diabetes Monitoring), Arrowhead Offshore Partners, Ltd (Venture Capital), and OncoStim, Inc (DC Ablation for Cancer).

        Thomas P. Smith, President and Director. Mr. Smith has served as President of the Company since April 1994 and as a director since 1993. He is a co-founder of the Company. Mr. Smith holds a B.S. degree in Ecology and Evolutionary Biology from the University of Arizona and a M.B.A. degree from Northern Arizona University.

        Matthew R. McBrady, Director. Dr. McBrady has served as a director of the Company since January 2001. From August 1998 through January 2000, Dr. McBrady worked as an international economist for President Clinton’s Council of Economic Advisers and the United States Treasury Department. He began working as a financial and analytical consultant for Avenue A, Inc., an internet marketing company, in December 1997, and served as its vice president of analytics from June 1999 through October 1999. Dr. McBrady taught corporate finance and economics courses at Harvard University and the University of Southern California in 1997 and 1998. He taught advanced corporate finance at the University of Pennsylvania’s Wharton School of Business from September 2002 through May 2003. In 2003, Dr. McBrady joined the faculty of the University of Virginia’s Darden Graduate School of Business Administration where he teaches finance. Dr. McBrady holds a B.A. degree in Economics from Harvard University, a M.S. degree in International Economics from Oxford University (UK), and a Ph.D. degree in Business Economics from Harvard University.

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        Kathleen C. Hanrahan , Chief Financial Officer. Ms. Hanrahan is the Company’s chief financial officer and chief operating officer serving in those positions since November 2000 and November 2003 respectively. Ms. Hanrahan first joined TASER in January 1996 as an internal controls consultant and became its controller in March 1996.

        Each officer serves at the discretion of our Board of Directors. No officer is subject to an agreement that requires the officer to serve the Company for a specified number of years although we have entered into employment related agreements with each of our officers. These agreements require notice of termination by the Company in certain situations that are described in further detail in this proxy statement under the heading “Executive Compensation — Employment Agreements and Other Arrangements”.

Meetings of the Board of Directors

        During the year ended December 31, 2003, the Board of Directors held four meetings. The Board also acted during 2003 by unanimous written consent in lieu of a meeting on three occasions, as permitted by Delaware law and the Company’s bylaws. Each director attended at least 75% of all Board and applicable Committee meetings during fiscal 2003, except for Mr. Kerik who was unable to attend two meetings due to his assignment by President Bush in Iraq.

Committees of the Board of Directors

        The Company maintains a standing Compensation Committee, Nominating Committee, and Audit Committee. Messrs. Culver and McBrady are members of the Compensation Committees; Messrs. Culver, Kroll and Kerik are the members of the Nominating Committee; and Messrs. Culver, Kroll and McBrady are the members of the Audit Committee,

        The Compensation Committee held two meetings during the year ended December 31, 2003. Among other matters, the Compensation Committee determines salaries and bonuses and considers employment agreements for elected officers of the Company, and prepares reports on these matters; considers, reviews and grants options under the Company’s compensation plans and administers the plans; and considers matters of director compensation, benefits and other forms of remuneration.

        The Nominating Committee is charged with, among other matters, identifying qualified candidates for nomination for election to the Board of Directors, obtaining the consent of the candidates to the nomination, and nominating such consenting candidates for election; and reviewing and making recommendations to the Board of Directors concerning the composition and size of the Board and its committees. The Nominating Committee held one meeting during the year ended December 31, 2003. Mr. Culver, Dr. Kroll and Mr. Kerik are independent under the applicable Nasdaq listing standards. The Nominating Committee will consider nominees recommended by stockholders provided such recommendations are made in accordance with procedures described in this Proxy Statement under “Stockholder Proposals.” When considering a potential director candidate, the Nominating Committee looks for demonstrated character, judgment, relevant business, functional and industry experience, and a high degree of acumen. There are no differences in the manner in which the Nominating Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder. The Company does not pay any third party to identify or assist in identifying or evaluating potential nominees. The charter of the Nominating Committee is attached as Appendix A to this proxy statement.

        Among other things, the function of the Audit Committee is to exercise its sole authority with respect to the selection of the Company’s independent auditors and the terms of their engagement; review the policies and procedures of the Company and management with respect to maintaining the Company’s books and records; review with the independent auditors, upon the completion of their audit, the results of the auditing engagement and any other recommendations the auditors may have with respect to the Company’s financial, accounting or auditing systems; and review with the independent auditors, upon the completion of their quarterly review of the Company’s financial statements, the results of the quarterly review and any other recommendations the auditors may have in connection with their review. The Audit Committee operates under a written charter which was adopted effective February 15, 2001. Dr. McBrady, Mr. Culver and Dr. Kroll are independent directors within the meaning of that term under applicable Securities and Exchange Commission rules. The Audit Committee held four meetings during the year

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Audit Committee Financial Expert

        Dr. Matthew R. McBrady, a director of the Company, is a financial expert serving on the Audit Committee within the meaning of that term under applicable rules promulgated by the Securities and Exchange Commission.

Director Independence

        The Board of Directors assesses director independence on an annual basis. In January 2004 the Board of Directors determined that Messrs. Culver, Kerik, McBrady and Kroll are all “independent directors” under the Rule 10A-3 of the Securities Exchange Act of 1934 and under applicable Nasdaq listing standards.

Shareholder Communications with Directors

        Stockholders may communicate with members of the Board of Directors by mail addressed to the Chairman, any other individual member of the Board, to the full Board, or to a particular committee of the Board. In each case, such correspondence should be sent to the Company’s headquarters at 7860 East McClain Drive, Scottsdale, AZ 85260.

        Directors are encouraged by the Company to attend the Annual Meeting of Stockholders if their schedules permit. All directors except for Mr. Kerik attended the 2003 Annual Meeting of Stockholders. All of the directors are expected to be in attendance at the 2004 Annual Meeting of Stockholders.

Code of Ethics

        The Company has adopted a Code of Ethics which is applicable to all employees, directors and consultants of the Company. A copy of the Company’s Code of Ethics is published and available on the Company’s website at www.TASER.com.

Family Relationships

        Mr. Thomas P. Smith and Mr. Patrick W. Smith are Dr. Phillips W. Smith’s sons. No other family relationships exist among the Company’s directors and executive officers.