DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

 

Preliminary Proxy Statement

 

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

Definitive Proxy Statement

 

 

Definitive Additional Materials

 

 

Soliciting Material Pursuant to § 240.14a-12

 

American Outdoor Brands, Inc.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required

 

 

Fee paid previously with preliminary materials

 

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 


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PROXY

STATEMENT

NOTICE

The Annual Meeting of Stockholders of American Outdoor Brands, Inc., a Delaware corporation, will be held as set forth below:

 

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12:00 p.m., Eastern Time

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Wednesday, September 27, 2023

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www.virtualshareholdermeeting.com/AOUT2023

 

The Annual Meeting of Stockholders will be held for the following purposes:

 

1

To elect Bradley T. Favreau, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and I. Marie Wadecki to serve until their successors are elected and qualified at the 2024 Annual Meeting of Stockholders, subject to their earlier death, resignation, disqualification or removal.

 

 

 

 

2

To ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2024.

 

 

 

 

3

If properly presented, to consider and vote upon a stockholder proposal on the adoption of simple majority voting requirements.

 

 

 

 

4

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

 

 

 

 

These items of business are more fully described in the proxy statement accompanying this notice.

Only stockholders of record at the close of business on August 3, 2023 are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend the meeting and vote electronically during the meeting. To assure your representation at the meeting, however, you are urged to vote by proxy as soon as possible over the Internet, by telephone, or by mail by following the instructions on the proxy card. You may vote electronically during the meeting even if you have previously given your proxy.

 

Sincerely,

 

 

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Douglas V. Brown

Chief Counsel and Secretary

 

Columbia, Missouri

August 11, 2023

 


 

 

TABLE OF

CONTENTS

 

 

 

Proxy Summary

 

1

Sustainability Matters

 

2

Voting and Other Matters

 

7

Proposal One – Election of Directors

 

11

Corporate Governance

 

20

Executive Compensation

 

27

Director Compensation

 

41

Equity Compensation Plan Information

 

42

Report of the Audit Committee

 

43

Section 16(a) Beneficial Ownership Reporting Compliance

 

44

Security Ownership of Certain Beneficial Owners and Management

 

45

Certain Relationships and Related Transactions

 

47

Proposal Two – Ratification of Appointment of Independent Registered Public Accountant

 

48

Proposal Three – Stockholder Proposal on the Adoption of Simple Majority Voting Requirements

 

50

Deadlines for Receipt of Stockholder Proposals

 

53

Householding of Proxy Materials

 

56

Other Matters

 

57

Appendix A Adjusted EBITDAS

 

58

 

 

 

 


 

 

 

PROXY

SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. You should carefully read the entire Proxy Statement before casting your vote. This summary does not contain all the information that you should consider.

 

Voting Matters and Board Recommendations

 

Proposal

Required

Approval

Board

Recommendation

Page

Reference

 

 

 

 

 

Election of Bradley T. Favreau, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and I. Marie Wadecki to serve until their successors are elected and qualified at the 2024 Annual Meeting of Stockholders, subject to their earlier death, resignation, disqualification or removal.

 

The affirmative vote of a majority of the votes cast.

FOR

11

 

 

 

 

 

To ratify the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2024.

 

The affirmative vote of a majority of the votes cast.

FOR

48

 

 

 

 

 

If properly presented, to consider and vote upon a stockholder proposal to adopt simple majority voting requirements.

 

The affirmative vote of a majority of the votes cast.

FOR

50

 

Company Background

We are a leading provider of outdoor lifestyle products and shooting sports accessories encompassing hunting, fishing, outdoor cooking, camping, shooting, and personal security and defense products, for rugged outdoor enthusiasts. Our common stock is traded under the ticker symbol “AOUT” on the NASDAQ Global Select Market. We produce innovative, top quality products under the brands BOG®; BUBBA®; Caldwell®; Crimson Trace®; Frankford Arsenal®; Grilla Grills®; Hooyman®; Imperial®; LaserLyte®; Lockdown®; MEAT!; Old Timer®; Schrade®; Tipton®; Uncle Henry®; ust®; and Wheeler®. For more information, visit www.aob.com.

 

Board Diversity

 

 

 

 

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FY23 Financial Highlights:

 

 

 

 

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2023 Proxy Statement

 


 

 

SUSTAINABILITY

MATTERS

 

 

Commitment To Sustainability

We are a leading provider of outdoor lifestyle products and shooting sports accessories encompassing hunting, fishing, outdoor cooking, camping, shooting, and personal security and defense products for rugged outdoor enthusiasts. We focus on the establishment of product categories in which we believe our brands will resonate strongly with the activities and passions of our stakeholders. We strive to integrate environmental, social, and governance (ESG) principals into our business strategy in ways that optimize opportunities to make positive impacts while advancing our long-term goals.

ESG Board Oversight

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We are committed to conducting our business in a safe, environmentally responsible, and sustainable manner that reflects our responsibilities to our stakeholders, which includes our stockholders, employees, customers, and communities, as well as concerns for the environment. We believe that the effective management of ESG issues will help support the sustainability and the long-term growth of our business and create value for our stakeholders.

In fiscal 2021, the Nominations and Corporate Governance Committee revised its charter to more clearly define its ESG oversight responsibilities. We also engaged consultants who, along with our senior leadership, helped us develop our sustainability strategy and establish a framework for monitoring our sustainability initiatives. This process selected 10 key tenets and topics, including board composition; business ethics; data, privacy, and cybersecurity; diversity, equity, and inclusion; employee engagement; energy management and usage; management and retention; our community; product safety; and supply chain management.

In fiscal 2022, we expanded our Board with the addition of a new director with corporate governance and sustainability expertise in a global Fortune 500 company and established a working group to assist in developing and implementing our ESG strategy and monitoring our corporate social responsibility and environmental sustainability initiatives. This group includes cross-functional subject matter experts from across our company.

 

 

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2023 Proxy Statement

 


 

Sustainability Matters

 

 

 

 

In fiscal 2023, our Board created an ESG Committee, to assist the Board and its committee in fulfilling the oversight responsibilities of the Board with various ESG matters. Our senior leadership team is tasked with driving results in these areas given the strategic importance of sustainability. In August 2022, the Board expanded the scope of and renamed the “ESG Committee” to the “Sustainability Committee” to reflect that committee’s enhanced oversight of sustainability policies, practices and goals. The purpose of the Sustainability Committee is to assist the Board and the various committees of the Board, as applicable, in fulfilling the oversight responsibilities of the Board with various environmental, social, health, safety, and governance policies and operational control matters relevant to our company, or ESG Matters, particularly those that do not come within the purview of other standing committees of the Board or the Board itself. Among other things, the Committee focuses on the 10 key tenets and topics listed above.

We report on our efforts with respect to sustainability matters through an annual Sustainability Report that aligns with the reporting standard of the Sustainability Accounting Standards Board (SASB). We strive to be transparent by communicating through our Sustainability Report how we view, prioritize, and approach the topics most relevant to our business. We determine these topics by undergoing an annual materiality assessment with internal and external stakeholders as well as through regular engagement with key stakeholders. The sustainability working group oversees our sustainability disclosures, including our recently released Sustainability Report that updates our ESG Report we issued in 2022 (https://ir.aob.com/2023aoutesg).

Against this backdrop, we have engaged with our internal and external stakeholders on our 10 topics to help further inform our future direction and priorities. The three areas of focus for our sustainability program and strategy are (1) our commitment to the environment (2) our social impact, and (3) our culture of governance.

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Our Commitment to the Environment

We have a role to play in protecting and preserving our planet. We are committed to addressing environmental risks throughout our business, including identifying and assessing risks associated with climate change, energy, waste, pollution, natural resource conservation, and treatment of animals, as well as adopting sustainable practices in which resulting risk mitigation can be achieved. In parallel with our sustainability strategy, we evolved the strategic priorities that drive our environmental responsibility to include the following:

 

incorporating biodegradable packaging via recycled material when possible;

collecting and processing production based recyclable material whenever possible;

establishing processes to document, track, and review regulated materials within our product portfolio; and

installing energy efficient materials in offices and distribution locations whenever possible.

 

We understand the importance of being responsible stewards of our planet’s resources and the importance of protecting it for our customers, communities, and employees. As a new company, we are in the early stages of developing our climate strategy, but we have identified recycling, sustainable and recyclable product packaging, and energy management and usage as important components of our longer-term environmental strategy. We value our position as a trusted supplier of outdoor products to a loyal consumer base that, we believe, shares our desire to minimize our collective impact on the environment when possible.

 

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2023 Proxy Statement

 


 

Sustainability Matters

 

 

 

 

As our sustainability efforts evolve, we are working on long-term solutions to eliminate unnecessary waste. We are also continuously investigating and implementing ways to boost efficiency, such as utilizing high-efficiency electrical equipment, including LED and motion detector lighting, renewable energy sources, and high-efficiency HVAC units. In addition to the above principles of advancing a circular economy, in fiscal 2023, we continued to employ recycling bins for aluminum, plastic, and paper at our facilities, and to recycle toner cartridges and electronic equipment.

Our Social Impact

Workforce Matters

At American Outdoor Brands, we strive to champion a work environment that promotes the values of diversity, equality, inclusiveness, and community service. We are committed to being a good corporate citizen as well as creating a positive employee environment. We believe that our growth and future are closely tied to the recruitment, development, and retention of exceptional employees. We endeavor to foster a unique culture and celebrate our diverse workforce of approximately 300 employees. We are continuing to develop a number of initiatives to help recruit, develop, and retain employees in an effort to increase productivity, increase diversity awareness, enhance employee engagement, and encourage customer loyalty.

Diversity

We are committed to fostering and embracing a diverse workforce in which employees share mutual understanding and respect for each other. Our pledge to diversity encompasses our commitment to create a work environment that embraces inclusion regardless of race, color, religion, religious dress and grooming, gender, age, national origin, disability, sexual orientation, marital status, citizenship, veteran status, gender identity, transgender status, as well as pregnancy, childbirth, or related medical conditions, or any other status protected by law or by our policies. As of April 30, 2023, women represented 35% and self-identified ethnic and racial minorities represented 14.9% of our workforce, respectively.

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2023 Proxy Statement

 


 

Sustainability Matters

 

 

 

 

Human Capital Management

We are transforming and modernizing our culture and talent management practices by implementing Human Capital Management (HCM) reporting and practices to establish a foundation to enable leaders to better hire talent and manage teams. These practices include standards for goal setting, performance evaluations, succession planning, and learning and development. We are committed to fairness in compensation and regularly review our compensation model to ensure fair and inclusive pay practices across our business. Other recent highlights include the following:

 

employing the process of benchmarking our total compensation practices so that we may remain competitive in the markets in which we have employees;

strengthening our relationship with local universities to benefit our recruitment process;

cultivating our large base of brand ambassadors who are instrumental in preserving the authenticity of our brands, and who identify with our increasingly diverse consumer base; and

conducting vendor compliance checks to ensure appropriate product safety and quality efforts.

As a component of our commitment to gender equity, we have continued to champion culture within numerous programs, including the launch of a Women's Resource Group. This group is dedicated to helping women develop the mindsets and skill sets to help bridge the male/female achievement gap, including discussions, training, and initiatives to provide an equal opportunity for women to attain leadership positions in an industry that has historically experienced low female participation.

 

Health and Wellness

The health and wellness of our employees is a top priority. In this regard, we aim to provide robust health and wellness employee benefits, including those related to the mental well-being of our workforce. We continually evolve our benefit plans to remain competitive and to meet the needs of our workforce to include medical benefits, dependent care, survivor benefits, disability coverage, new parent paid leave, and a 401(k) program.

Community Involvement

We are focused on making a positive impact on the communities in which we operate through charity and fundraising, educational sponsorship, and local community development. We strengthen our communities by supporting individual employees who volunteer with local community groups and by direct participation in philanthropic initiatives. We believe we have the responsibility and the resources to foster positive change in building a more sustainable, resilient future for the communities in which we operate. Recent highlights include the following:

 

sponsored, donated product, and participated in a number of fundraisers to support The Food Bank for Central & Northeast Missouri, an organization that helps feed our neighbors in 32 counties in Missouri;

established a strategic relationship with Missouri 4H, an organization dedicated to providing experiences where young people learn by doing and explore ways to make their lives and communities better where we sponsored, and our employees participated in, the Missouri 4H Clover Classic and Clover Clays Classic events, as well as 4H training programs;

adopted a section of walking/hiking trail under the Missouri Adopt-A-Trail program where employees and their family members gather periodically and, equipped with our Hooyman tools, help clear debris and waste from the natural environment, keeping it clean and safe for future generations; and

sponsored the St. Jude Children's Reserach Hospital where we donated a full outdoor kitchen to the Missouri St. Jude Dream Home auction in St. Louis.

 

 

 

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2023 Proxy Statement

 


 

Sustainability Matters

 

 

 

 

Through strategic nonprofit partnerships, volunteerism, and philanthropy, our corporate responsibility focuses on contributing to the creation of a better world. Going forward, we will continue to partner with nonprofit organizations that work to increase our community initiatives, decrease the number of individuals facing economic barriers, and make our communities reflections of our commitments and values.

Corporate Governance

We believe that good corporate governance is critical to our long-term success. As a result, we have adopted corporate governance policies, practices, and procedures designed to protect and enhance our corporate integrity; foster standards and a reputation for honesty, integrity, fairness, and candor in our business activities; and establish a framework for our directors, officers, and employees to conduct business in accordance with high ethical standards. We also maintain robust risk management programs to ensure compliance with applicable laws and regulations governing business practices.

Our Board sets the tone for our company and has implemented strong governance practices. Implicit in this philosophy is the importance of sound corporate governance. Certain corporate governance highlights include the following:

 

Fully independent Audit, Compensation, and Nominations and Corporate Governance Committees

All of our directors are independent except for our CEO

Independent Chairman of the Board

Annual Board and committee self-assessments

Independent directors meet regularly without management present

A commitment to diversity, equity, and inclusion

A diverse Board makeup with two women and one ethnic or racially diverse member

 

We are subject to rigorous controls and audits. Our risk management teams ensure compliance with applicable laws and regulations and coordinate with subject-matter experts throughout the business to identify, monitor, and mitigate material risks. We leverage the latest encryption configurations and cybertechnologies on our systems, devices, and third-party connections and review vendor encryption to ensure proper information security safeguards are maintained.

We routinely engage with our stakeholders to better understand their views on ESG matters, carefully considering the feedback we receive and acting when appropriate. Our website (https://ir.aob.com/corporate-governance/governance-overview) contains our Board committee charters, as well as additional information on our governance related policies, including the following:

 

Corporate Governance Guidelines

Code of Business Conduct

Code of Ethics

 

 

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2023 Proxy Statement

 


 

 

VOTING AND

OTHER

MATTERS

 

 

General

The enclosed proxy is being solicited on behalf of American Outdoor Brands, Inc., a Delaware corporation, by our Board of Directors for use at our Annual Meeting of Stockholders to be held at 12:00 p.m., Eastern Time, on Wednesday, September 27, 2023, or at any adjournment or postponement thereof, for the purposes set forth in this proxy statement and in the accompanying notice. The Annual Meeting of Stockholders will be a virtual meeting. You will be able to attend the Annual Meeting of Stockholders during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/AOUT2023 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

These proxy solicitation materials were first released on or about August 11, 2023 to all stockholders entitled to vote at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on September 27, 2023. These proxy materials, which include the notice of annual meeting, this proxy statement, and our 2023 Annual Report for the fiscal year ended April 30, 2023, are available at www.proxyvote.com.

How the Board of Directors Recommends That You Vote

The Board of Directors recommends that you vote as follows:

FOR the election of each of Bradley T. Favreau, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and I. Marie Wadecki as directors (Proposal One);
FOR the ratification of the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2024 (Proposal Two); and
FOR the approval of the stockholder proposal to adopt simple majority voting requirements (Proposal Three).

Stockholders Entitled to Vote; Record Date; How to Vote

Stockholders of record at the close of business on August 3, 2023, which we have set as the record date, are entitled to notice of and to vote at the meeting. On the record date, there were outstanding 13,052,880 shares of our common stock. Each stockholder voting at the meeting, either electronically during the meeting or by proxy, may cast one vote per share of common stock held on all matters to be voted on at the meeting.

 

 

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2023 Proxy Statement

 


 

Voting and Other Matters

 

 

 

 

If, on August 3, 2023, your shares were registered directly in your name with our transfer agent, Issuer Direct Corporation, then you are a stockholder of record. As a stockholder of record, you may vote electronically during the meeting. Alternatively, as a stockholder of record, you may vote by proxy over the Internet as instructed on the enclosed proxy card, by mail by filling out and returning the accompanying proxy card, or by telephone as instructed on the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy over the Internet as instructed on the enclosed proxy card, by mail by filling out and returning the enclosed proxy card, or by telephone as instructed on the enclosed proxy card to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend the meeting and vote electronically during the meeting.

If, on August 3, 2023, your shares were held in an account at a brokerage firm, bank, or similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account. You should have received voting instructions with these proxy materials from that organization rather than from us. You should follow the instructions provided by that organization to submit your proxy. You are also invited to attend the meeting. However, since you are not the stockholder of record, you may not attend the meeting electronically or vote your shares electronically during the meeting unless you obtain a “legal proxy” from the broker, bank, or other nominee that holds your shares giving you the right to attend and to vote the shares at the meeting.

How to Attend the Meeting; Asking Questions

You are entitled to attend the meeting only if you were a stockholder of record at the close of business on August 3, 2023, which we have set as the record date, or you hold a valid proxy for the meeting. You may attend the meeting by visiting www.virtualshareholdermeeting.com/AOUT2023 and using your 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials to enter the meeting. If, on August 3, 2023, your shares were held in an account at a brokerage firm, bank, or similar organization, then you are the beneficial owner of shares held in “street name,” and you will be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual annual meeting.

Stockholders who wish to submit a question for the meeting may do so live during the meeting at www.virtualshareholdermeeting.com/AOUT2023.

Quorum

The presence, in person or by proxy, of the holders of a majority of the total number of shares of common stock outstanding on the record date constitutes a quorum for the transaction of business at the meeting. Votes cast electronically during the meeting or by proxy at the meeting will be tabulated by the election inspector appointed for the meeting, who will determine whether a quorum is present.

Required Vote

Assuming that a quorum is present, the affirmative vote of a majority of the votes cast will be required for the election of each of Bradley T. Favreau, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and I. Marie Wadecki, to ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2024, and to approve the stockholder proposal on the adoption of simple majority voting requirements.

 

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2023 Proxy Statement

 


 

Voting and Other Matters

 

 

 

 

Broker Non-Votes and Abstentions

Brokers, banks, or other nominees that hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks, and other nominees are permitted to vote the beneficial owner’s proxy in their own discretion as to certain “routine” proposals when they have not received instructions from the beneficial owner, such as the ratification of the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2024. If a broker, bank, or other nominee votes such “uninstructed” shares for or against a “routine” proposal, those shares will be counted towards determining whether or not a quorum is present and are considered entitled to vote on the “routine” proposals. However, where a proposal is not “routine,” such as the election of directors and the stockholder proposal on the adoption of simple majority voting requirements, a broker, bank, or other nominee is not permitted to exercise its voting discretion on that proposal without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes” when the nominee has voted on other non-routine matters with authorization or voted on routine matters. These shares will be counted towards determining whether or not a quorum is present, but will not be considered entitled to vote on the “non-routine” proposals.

Please note that brokers, banks, and other nominees may not use discretionary authority to vote shares on the election of directors or the stockholder proposal on the adoption of simple majority voting requirements if they have not received specific instructions from their clients. For your vote to be counted in the election of directors or the adoption of simple majority voting requirements, you will need to communicate your voting decisions to your broker, bank, or other nominee before the date of the meeting.

As provided in our bylaws, a majority of the votes cast means that the number of shares voted “for” a nominee for election to our Board of Directors or the proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2024 exceeds the number of shares voted “against” such nominee or proposal and does not include abstentions and broker non-votes. Because abstentions and broker non-votes do not represent votes cast “for” or “against” a proposal, under our bylaws or Delaware law, abstentions and broker non-votes will have no effect on the election of directors, the proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2024, or the stockholder proposal on the adoption of simple majority voting requirements, as each such proposal is determined by reference to the votes actually cast by the shares present in person or by proxy at the meeting and entitled to vote.

In accordance with our director resignation policy, an incumbent director who does not receive the requisite majority of votes cast in an uncontested election is expected to submit his or her offer of resignation to our Board of Directors. Our Board of Directors, upon recommendation of the Nominations and Corporate Governance Committee, will make a determination as to whether to accept or reject the offered resignation within 90 days after the stockholder vote. A director whose offered resignation is under consideration will abstain from any decision or recommendation regarding the offered resignation, but will otherwise continue to serve as a director until our Board of Directors makes its determination regarding the offered resignation. We will publicly disclose our Board of Directors’ decision regarding the tendered resignation and the rationale behind the decision in a filing of a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC.

 

 

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2023 Proxy Statement

 


 

Voting and Other Matters

 

 

 

 

Voting of Proxies

When a proxy is properly executed and returned, the shares it represents will be voted at the meeting as directed. Except as provided above under “Broker Non-Votes and Abstentions,” if no specification is indicated, the shares will be voted (1) “for” the election of each of Bradley T. Favreau, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and I. Marie Wadecki, (2) “for” the ratification of the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2024, and (3) “for” the stockholder proposal on the adoption of simple majority voting requirements. If any other matter is properly presented at the meeting, the individuals specified in the proxy will vote your shares in their discretion.

Revocability of Proxies

Any stockholder of record giving a proxy may revoke the proxy at any time before its use by delivering to us either a written notice of revocation or a duly executed proxy bearing a later date or by attending the meeting and voting electronically during the meeting (as provided under “Stockholders Entitled to Vote; Record Date; How to Vote”). Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Solicitation

We will bear the cost of this solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies also may be solicited by certain of our directors and officers, personally or by telephone or e-mail, without additional compensation.

Annual Report and Other Matters

Our 2023 Annual Report to Stockholders, which was made available to stockholders with or preceding this proxy statement, contains financial and other information about our company, but is not incorporated into this proxy statement and is not to be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The information contained in the “Report of the Audit Committee” shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

We have provided a copy of our Annual Report on Form 10-K for the fiscal year ended April 30, 2023 as filed with the SEC to each stockholder of record as of the record date. Any exhibits listed in our Annual Report on Form 10-K also will be furnished upon request at the actual expense we incur in furnishing such exhibits. Any such requests should be directed to our Secretary at 1800 North Route Z, Suite A, Columbia, MO 65202.

 

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2023 Proxy Statement

 


 

 

PROPOSAL ONE –

ELECTION OF

DIRECTORS

 

 

Nominees

Our bylaws provide that the number of directors shall be not less than three nor more than twelve, the exact number of directors to be determined from time to time by resolution of our Board of Directors. The number of directors is currently fixed at seven.

Our Board of Directors approved amendments to our bylaws, effective as of September 25, 2021, which phase out of the classification of our Board of Directors over a three-year period. Until the 2024 annual meeting of our stockholders, our Board of Directors will be divided into three classes, as nearly equal in number as possible (subject to variances resulting from the phasing out of the classification of the Board of Directors), designated as Class I, Class II, and Class III. Commencing with our 2022 annual meeting of stockholders, directors of each class the term of which then expires will be elected to hold office for a one-year term or until the election and qualification of their respective successors in office (subject to their earlier death, resignation, disqualification, or removal) and any additional director elected due to an increase in the number of directors, will not be assigned to a class and will hold office until the election and qualification of such director’s successor at the next annual meeting of stockholders (subject to their earlier death, resignation, disqualification, or removal). From and after the 2024 annual meeting of stockholders, there will be no classification of the members of the Board of Directors, and each director will serve until the election and qualification of such director’s successor at the next annual meeting of stockholders or until his or her earlier death, resignation, disqualification, or removal.

Consistent with the requirements of our governance documents and upon the recommendation of the Nominations and Corporate Governance Committee, our Board of Directors has nominated each of Bradley T. Favreau, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and I. Marie Wadecki for election for a new term as a director at the 2023 Annual Meeting.

Unless otherwise instructed, the proxy holders will vote the proxies received by them “for” each of the nominees listed below. Each of the nominees currently is a director of our company. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee designated by our current Board of Directors to fill the vacancy. It is not expected that any of the nominees will be unable or will decline to serve as a director.

 

 

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2023 Proxy Statement

 


 

Proposal One – Election of Directors

 

 

 

 

Our Board of Directors recommends a vote “for” the nominees in Class II and III listed below.

The following table sets forth, for the Class II and III director nominees to be voted on at the meeting and each person whose term of office as a director will continue after the meeting, certain information about them, including their ages as of the date of this Proxy Statement:

 

 

 

 

 

Committee Membership

Name

Age

Position

Audit
Committee

Compensation
Committee

Nominations and
Corporate
Governance Committee

 

 Sustainability Committee

Class II Directors for election at the 2023 Annual Meeting to terms expiring at the 2024 Annual Meeting of Stockholders

Gregory J. Gluchowski, Jr.

58

Director

X

 

Chair

 

X

 

 

I. Marie Wadecki

74

Director

 

 

X

 

Chair

 

X

Class III Directors for election at the 2023 Annual Meeting to terms expiring at the 2024 Annual Meeting of Stockholders

Barry M. Monheit

 

76

Chairman of the Board

 

 

X

 

X

 

 

Luis G. Marconi

 

57

Director

X

 

 

 

 

 

Chair

Bradley T. Favreau

 

40

Director

 

 

X

 

 

 

 

Class I Directors whose term expires at the 2024 Annual Meeting of Stockholders

Brian D. Murphy

 

39

President, Chief Executive
Officer, and Director

 

 

 

 

 

 

X

Mary E. Gallagher

 

57

Director

Chair

 

 

 

X

 

 

 

There are no family relationships among any of our directors and executive officers.

 

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2023 Proxy Statement

 


 

Proposal One – Election of Directors

 

 

 

 

Board of Directors

Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the 2023 Annual Meeting.

 

 

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Age: 76

Director Since: 2020

Committees: Compensation and Nominations and Corporate Governance Committees

Chairman of the

Board and Independent Director

 

Barry M. Monheit

 

Experience

Barry M. Monheit has served as a director of our company since we became a separate public company in August 2020. Mr. Monheit has served as a director of Smith & Wesson Brands, Inc., or SWBI, since February 2004. Mr. Monheit is an independent financial consultant. Mr. Monheit was a Senior Managing Director of J.S. Held, LLC, an international consulting firm, from December 2020 until July 2023. Mr. Monheit was a Senior Managing Director of Simon Consulting, L.L.C., a consulting company providing services in forensic accounting, fraud investigations, receiverships and restructuring, and lost profit examinations from July 2020 until December 2020 when it was acquired by J.S. Held, LLC. From December 2015 until September 2021, Mr. Monheit was Vice Chairman of the Board of That’s Eatertainment Corp. (formerly Modern Round Entertainment Corporation), a company formed to create an entertainment concept centered around virtual interactive experiences with food and beverage offerings, and was a principal of its predecessor, Modern Round LLC. From February 2014 until December 2015. Mr. Monheit served as the President and Chief Executive Officer of Quest Resource Holding Corporation, an environmental solutions company that serves as a single-service provider of recycling and environment-related programs, services, and information, from June 2011 until July 2013 and served as a director of that company or its predecessors from June 2011 until July 2019. Mr. Monheit served as a financial and operational consultant from April 2010 until June 2011. From May 2009 until April 2010, Mr. Monheit was a Senior Managing Director of FTI Palladium Partners, a financial consulting division of FTI Consulting, Inc., a New York Stock Exchange-listed global advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory, and economic environment. Mr. Monheit was a consultant focusing on financial and operational issues in the corporate restructuring field from January 2005 until May 2009. From July 1992 until January 2005, Mr. Monheit was associated in various capacities with FTI Consulting, Inc., serving as the President of its Financial Consulting Division from May 1999 through November 2001. Mr. Monheit was a partner with Arthur Andersen & Co. from August 1988 until July 1992, serving as partner-in-charge of its New York Consulting Division and partner-in-charge of its U.S. Bankruptcy and Reorganization Practice.

 

 

 

 

 

Skills & Qualifications

 

 

We believe Mr. Monheit’s extensive experience in financial and operational consulting gained as an executive of major restructuring firms and his executive experience with major and emerging companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

 

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2023 Proxy Statement

 


 

Proposal One – Election of Directors

 

 

 

 

 

 

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Age: 39

Director Since: 2020

President,
Chief Executive Officer, and Director

Committee: Sustainability Committee

 

Brian D. Murphy

 

Experience

Brian D. Murphy has served as the President and Chief Executive Officer and as a director of our company since the Separation in August 2020. Mr. Murphy served as Co-President and Co-Chief Executive Officer of SWBI from January 2020 until the Separation. Mr. Murphy served as President of the Outdoor Products & Accessories Segment of SWBI from May 2017 to January 2020. From December 2016 until May 2017, he was President of the Outdoor Recreation Division of SWBI, the activities of which were collapsed into Outdoor Product & Accessories. From February 2015 until December 2016, he was Vice President, Corporate Development of Vista Outdoor Inc., a publicly held designer, manufacturer, and marketer of outdoor sports and recreation products. From April 2013 until February 2015, Mr. Murphy was Director of Mergers & Acquisitions and Director of Financial Planning & Analysis for Alliant Techsystems, an aerospace, defense, and outdoor sporting goods company. Mr. Murphy held various management roles at McMaster-Carr Supply Company, a supplier of maintenance, repair, and operations materials to industrial and commercial facilities worldwide, from April 2011 until March 2013. From May 2006 until October 2010 he served as an investment banker with the publicly held firm Houlihan Lokey, where he advised companies in the areas of strategy, acquisitions, divestitures, recapitalizations, and restructuring.

 

 

 

 

 

Skills & Qualifications

 

 

We believe Mr. Murphy’s position as our President and Chief Executive Officer, his former position as the Co-President and Co-Chief Executive Officer of SWBI, and his former position as the President of the Company’s Outdoor Products & Accessories Segment; his intimate knowledge and experience with all aspects of the operations, opportunities, and challenges of our company; and his meaningful business career at major companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

 

 

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2023 Proxy Statement

 


 

Proposal One – Election of Directors

 

 

 

 

 

 

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Age: 40

Director Since: 2022

Committee:
Compensation Committee

Independent Director

 

Bradley T. Favreau

 

Experience

Bradley T. Favreau has served as a director of our company since August 2022. Mr. Favreau is a Partner at Engine Capital, which serves as the investment manager to value-oriented special situations funds that invest both actively and passively in companies undergoing change. Mr. Favreau has been at Engine Capital since 2013. His responsibilities include sourcing and evaluating investment opportunities as well as monitoring portfolio risk and position sizing. Mr. Favreau currently serves as a director of MYR Group Inc., a holding company of leading, specialty electrical contractors providing services throughout the United States and Canada, where he serves on the Compensation Committee and the Nominating, Environmental, Social and Corporate Governance Committee. From 2015 to 2017, Mr. Favreau served as a director and a member of the Audit Committee of RDM Corporation, a provider of solutions for the electronic commerce and payment processing industries. Prior to Engine Capital, in 2011, Mr. Favreau served as a consultant at HUSCO International, a global leader in the development and manufacture of hydraulic and electro-hydraulic controls for off-highway applications. At HUSCO International, his duties included identifying and initiating supply chain improvement initiatives. Mr. Favreau has also worked as an investment professional at Apax Partners, an international private equity investment group, and in the mergers and acquisition group at UBS AG.

 

 

 

 

 

Skills & Qualifications

 

 

We believe Mr. Favreau’s board and financial experience as well as his investment firm background provide the requisite qualifications, skills, perspectives, and experience that make him qualified to serve on our Board of Directors.

 

 

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2023 Proxy Statement

 


 

Proposal One – Election of Directors

 

 

 

 

 

 

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Age: 57

Director Since: 2020

Committees:
Audit and Nominations and Corporate Governance Committees

Independent Director

 

Mary E. Gallagher

 

Experience

Mary E. Gallagher has served as a director of our company since we became a separate public company in August 2020. Since April 2021, Ms. Gallagher has served as a director of Leonardo DRS, which is a prime contractor, leading technology innovator and supplier of integrated products, services and support to military forces, intelligence agencies and defense contractors worldwide. Since March 2020, Ms. Gallagher has served as a director of Novaria Group, a leading manufacturer/supplier of specialty hardware, complex and highly engineered components and specialty processes for the aerospace and defense sector. Since August 2021, Ms. Gallagher has served as a director of IronNet (NYSE: IRNT) which merges industry leading cybersecurity products and services to deliver real time defense across global, private, and public sectors. From July 2016 to March 2018, Ms. Gallagher served as Chief Financial Officer of Wheels Up, a membership-based private aviation company. Prior to joining Wheels Up, Ms. Gallagher spent 12 years with United Technologies Corporation, a publicly held global leader in aerospace and building technologies. Ms. Gallagher held a variety of top financial roles at United Technologies Corporation, most recently as CFO of Sikorsky Aircraft Corporation from November 2013 to June 2016. From 1996 to 2004, Ms. Gallagher served as the Vice President Controller of Olin Corporation, a publicly held global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Prior to joining Olin, Ms. Gallagher spent nine years with KPMG in various positions in the audit, mergers/acquisitions, consulting, and training groups.

 

 

 

 

 

Skills & Qualifications

 

 

We believe Ms. Gallagher’s extensive board experience and financial leadership positions as well as her background as a certified public accountant provide the requisite qualifications, skills, perspectives, and experience that make her well qualified to serve on our Board of Directors.

 

 

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2023 Proxy Statement

 


 

Proposal One – Election of Directors

 

 

 

 

 

 

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Age: 58

Director Since: 2020

Committees: Audit, Compensation, and Nominations and Corporate Governance Committees

Independent Director

 

Gregory J. Gluchowski, Jr.

 

Experience

Gregory J. Gluchowski, Jr. has served as a director of our company since we became a separate public company in August 2020. Mr. Gluchowski served as a director of SWBI from June 2015 until the Separation in August 2020. Since February 2021, Mr. Gluchowski has served as the President and Chief Executive Officer of Hampton Products International, a leading provider of residential, commercial, portable security and cargo management product solutions. Previously, Mr. Gluchowski was President and Chief Executive Officer of The Hillman Group, Inc. (NASDAQ:HLMN), a $1.4 billion leading provider of hardware solutions focused on industry leading sales and service from September 2015 to September 2019. Prior to his role with Hillman, Mr. Gluchowski served for six years as President of the $1.2 billion Hardware and Home Improvement (HHI) division of Spectrum Brands Holdings, Inc. (NYSE:SPB) and a former division of Stanley Black and Decker. Mr. Gluchowski was Vice President, Global Operations of Black & Decker Corporation from October 2005 to December 2009; General Manager, Mexican Operations & Director North American Operations from March 2003 to September 2005; and General Manager, Kwikset Waynesboro Operation from January 2002 to June 2003. Prior to joining Black & Decker Corporation, Mr. Gluchowski served in various executive leadership positions with Phelps Dodge Corporation — Wire & Cable Group from 1988 to 2001, with his most recent position being Senior Vice President, Customer Satisfaction. Mr. Gluchowski also served as a member of the Board of Directors of Milacron Holdings Corp., a New York Stock Exchange-listed industrial technology company serving the plastics processing industry from 2017 to 2019.

 

 

 

 

 

Skills & Qualifications

 

 

We believe Mr. Gluchowski’s extensive experience in consumer focused, high-volume manufacturing and sourced product companies with omni-channel distribution and his executive leadership of global businesses with over 7,000 employees provides the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

 

 

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2023 Proxy Statement

 


 

Proposal One – Election of Directors

 

 

 

 

 

 

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Age: 57

Director Since: 2022

Committees: Audit and Sustainability Committees

Independent Director

 

LUIS G. MARCONI

 

Experience

Luis G. Marconi has served as a director of our company since June 2022. Previously, Mr. Marconi served in a number of capacities at Hormel Foods from 2000 to 2022, most recently in the role of Group Vice President of the Grocery Products Division from September 2016 until June 2022, and prior to that as Vice President of Marketing, Grocery Products, from 2012 to 2016. Mr. Marconi began his career with The Quaker Oats Company in 1988, where he served for nearly 10 years in several marketing positions for the company’s Andean Region. He served as board member of MegaMex Foods, LLC, the Hormel Joint Venture with Herdez Del Fuerte Mexico, from 2012 until 2021. He also served as board member of other Hormel related Joint Ventures, such as Carapelli LLC from 2007 until 2009, and Hormel Cinta Azul LLC from 2001 until 2005. Mr. Marconi also served on the boards for the not-for-profits Welcome Center, from 2019 to 2022, and the University of Wisconsin International Business Program, from 2007 to 2008.

 

 

 

 

 

Skills & Qualifications

 

 

We believe that Mr. Marconi’s extensive leadership experience, including over 35 years leading and growing consumer brands in the United States and Latin America, combined with his depth in strategy, mergers and acquisitions, joint ventures, and board governance, provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

 

 

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2023 Proxy Statement

 


 

Proposal One – Election of Directors

 

 

 

 

 

 

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Age: 74

Director Since: 2020

Committees: Compensation, Nominations and Corporate Governance, and Sustainability Committees

Independent Director

 

I. Marie Wadecki

 

Experience

I. Marie Wadecki has served as a director of our company since we became a separate public company in August 2020. Ms. Wadecki served as a director of SWBI from September 2002 until the Separation. Ms. Wadecki served as the Corporate Budget Director of the McLaren Health Care Corporation, a Michigan-based $3.5 billion eight-hospital health care system, from January 2001 until her retirement in September 2007. Ms. Wadecki was employed by McLaren for more than 30 years, holding positions of increasing responsibility. Ms. Wadecki has served on the McLaren Flint Foundation Board of Trustees since November 2008. From October 2012 to July 2020, Ms. Wadecki served as a member of the board of directors of Quest Resource Holding Corporation., an environmental solutions company that serves as a single-service provider of recycling and environment-related programs, services, and information where she served as a member and Chairperson of the Nominations and Corporate Governance Committee, and a member of the Audit Committee. Ms. Wadecki is a member of the National Association of Corporate Directors, the American College of Healthcare Executives, and Women Corporate Directors. Ms. Wadecki is recognized as a Board Leadership Fellow by the National Association of Corporate Directors, which is an organization devoted to advancing exemplary board leadership by providing support and educational opportunities to directors and boards.

 

 

 

 

 

Skills & Qualifications

 

 

We believe Ms. Wadecki’s long employment history with a major health care organization, her financial background, and her corporate governance expertise provide the requisite qualifications, skills, perspectives, and experience that make her well qualified to serve on our Board of Directors.

 

 

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2023 Proxy Statement

 


 

 

CORPORATE

GOVERNANCE

 

 

Director Independence

Our Board of Directors has determined, after considering all of the relevant facts and circumstances, that Messrs. Marconi, Monheit, Gluchowski, and Favreau and Mses. Gallagher and Wadecki are independent directors, as “independence” is defined by the listing standards of the Nasdaq Stock Market, or Nasdaq, and by the SEC, because they have no relationship with us that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director. Mr. Murphy is an employee director.

Committee Charters, Corporate Governance Guidelines, and Codes

Our Board of Directors has adopted charters for the Audit, Compensation, Nominations and Corporate Governance, and Sustainability Committees describing the authority and responsibilities delegated to each committee by our Board of Directors. Our Board of Directors has also adopted Corporate Governance Guidelines, a Code of Conduct, and a Code of Ethics for the CEO and Senior Financial Officers. We post on our website, at www.AOB.com, the charters of our Audit, Compensation, Nominations and Corporate Governance, and Sustainability Committees; our Corporate Governance Guidelines, Code of Conduct, and Code of Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; and any other corporate governance materials specified by SEC or Nasdaq regulations. These documents are also available in print to any stockholder requesting a copy in writing from our Secretary at the address of our executive offices set forth in this proxy statement.

Executive Sessions

We regularly schedule executive sessions in which independent directors meet without the presence or participation of management. The Chairman of our Board of Directors serves as the presiding director of such executive sessions.

 

 

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2023 Proxy Statement

 


 

Corporate Governance

 

 

 

 

Board Structure

Our Amended and Restated Bylaws provide that our Board of Directors is divided into three classes serving three-year staggered terms. Our Board of Directors approved changes to our bylaws, effective as of September 25, 2021, which phase out of the classification of our Board of Directors over a three-year period. Until the 2024 annual meeting of stockholders, our Board will be divided into three classes, as nearly equal in number as possible (subject to variances resulting from the phasing out of the classification of the Board of Directors), designated as Class I, Class II, and Class III. Commencing with our 2022 annual meeting of stockholders, directors of each class the term of which then expires will be elected to hold office for a one-year term, and any additional director elected due to an increase in the number of directors, will not be assigned to a class and will hold office until the election and qualification of such director’s successor at the next annual meeting of stockholders. From and after the 2024 annual meeting of stockholders, there will be no classification of the members of the Board of Directors, and each director will serve until the election and qualification of such director’s successor at the next annual meeting of stockholders or until his or her earlier death, resignation, disqualification, or removal.

Members of the Board of Directors are currently divided into the following classes:

 

Name

Class I

 

Class II

 

Class III

Bradley T. Favreau

 

 

 

 

 

X

Mary E. Gallagher

X

 

 

 

 

Gregory J. Gluchowski, Jr.

 

 

 

X

 

 

Luis G. Marconi

 

 

 

 

 

X

Barry M. Monheit

 

 

 

 

 

X

Brian D. Murphy

X

 

 

 

 

I. Marie Wadecki

 

 

 

X

 

 

 

Board Committees

Our bylaws authorize our Board of Directors to appoint from among its members one or more committees consisting of one or more directors. Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominations and Corporate Governance Committee, each consisting entirely of independent directors as “independence” is defined by the listing standards of Nasdaq and by the SEC, and a Sustainability Committee, which consists of a majority of independent directors.

THE AUDIT COMMITTEE

The purpose of the Audit Committee includes overseeing the financial and reporting processes of our company and the audits of the financial statements of our company and providing assistance to our Board of Directors with respect to its oversight of the integrity of the financial statements of our company, our company’s compliance with legal and regulatory matters, the independent registered public accountant’s qualifications and independence, and the performance of our company’s independent registered public accountant. The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of our company’s accounting and financial reporting process and audits of the financial statements of our company on behalf of our Board of Directors. The Audit Committee also selects the independent registered public accountant to conduct the annual audit of the financial statements of our company; reviews the proposed scope of such audit; reviews accounting and financial controls of our company with the independent registered public accountant and our financial accounting staff; and reviews and approves any transactions between us and our directors, officers, and their affiliates, also referred to as related-person transactions.

The Audit Committee currently consists of Ms. Gallagher and Messrs. Gluchowski and Marconi. Ms. Wadecki previously served on the Audit Committee during a portion of fiscal 2023. Our Board of Directors has determined that each of Ms. Gallagher and Messrs. Gluchowski and Marconi, whose backgrounds are described above, qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC. Ms. Gallagher chairs the Audit Committee.

 

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2023 Proxy Statement

 


 

Corporate Governance

 

 

 

 

THE COMPENSATION COMMITTEE

The purpose of the Compensation Committee includes determining, or, when appropriate, recommending to our Board of Directors for determination, the compensation of the Chief Executive Officer and other executive officers of our company and discharging the responsibilities of our Board of Directors relating to compensation programs of our company. The Compensation Committee currently makes all decisions with respect to executive compensation. The Compensation Committee currently consists of Messrs. Favreau, Gluchowski and Monheit and Ms. Wadecki. Mr. Gluchowski chairs the Compensation Committee.

THE NOMINATIONS AND CORPORATE GOVERNANCE COMMITTEE

The purpose of the Nominations and Corporate Governance Committee includes the selection or recommendation to our Board of Directors of nominees to stand for election as directors at each election of directors, the oversight of the selection and composition of committees of our Board of Directors, the oversight of the evaluations of our Board of Directors and management, and the development and recommendation to our Board of Directors of corporate governance principles applicable to our company. The Nominations and Corporate Governance Committee currently consists of Messrs. Gluchowski and Monheit and Mses. Wadecki and Gallagher. Ms. Wadecki chairs the Nominations and Corporate Governance Committee.

The Nominations and Corporate Governance Committee will consider persons recommended by stockholders for inclusion as nominees for election to our Board of Directors if the information required by our bylaws is submitted in writing in a timely manner addressed and delivered to our Secretary at the address of our executive offices set forth in this proxy statement. The Nominations and Corporate Governance Committee identifies and evaluates nominees for our Board of Directors, including nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our Board of Directors.

The SUSTAINABILITY Committee

The purpose of the Sustainability Committee includes the assistance to the Board of Directors in fulfilling the oversight responsibilities of the Board of Directors with various environmental, social, health, safety, and governance matters. The Sustainability Committee currently consists of Messrs. Marconi and Murphy and Ms. Wadecki. Mr. Marconi chairs the Sustainability Committee.

Risk Assessment of Compensation Policies and Practices

We have assessed the compensation policies and practices with respect to our employees, including our executive officers, and have concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company.

Board’s Role in Risk Oversight

Risk is inherent in every business. As is the case in virtually all businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-day management of the risks we face. Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.

 

 

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2023 Proxy Statement

 


 

Corporate Governance

 

 

 

 

In its oversight role, our Board of Directors’ involvement in our business strategy and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its determination of the appropriate level of enterprise risk. Our Board of Directors receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we face, including operational, economic, financial, legal, regulatory, and competitive risks. Our Board of Directors also reviews the various risks we identify in our filings with the SEC as well as risks relating to various specific developments, such as acquisitions, securities repurchases, debt and equity placements, and product introductions. In addition, our Board of Directors regularly receives reports from our Chief Counsel.

Our Board committees assist our Board of Directors in fulfilling its oversight role in certain areas of risk. Pursuant to its charter, the Audit Committee oversees our financial and reporting processes and the audit of our financial statements and provides assistance to our Board of Directors with respect to the oversight and integrity of our financial statements, our compliance with legal and regulatory matters, the independent registered public accountant’s qualification and independence, and the performance of our independent registered public accountant. The Compensation Committee considers the risk that our compensation policies and practices may have in attracting, retaining, and motivating valued employees and endeavors to assure that it is not reasonably likely that our compensation plans and policies would have a material adverse effect on our company. Our Nominations and Corporate Governance Committee oversees governance related risk, such as Board independence, conflicts of interest of members of the Board of Directors and executive officers, and management and succession planning. Our Sustainability Committee assists the Board of Directors in fulfilling the oversight responsibilities of the Board of Directors with respect to environmental, social, and governance matters.

 

 

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2023 Proxy Statement

 


 

Corporate Governance

 

 

 

 

Board Diversity

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board of Directors. We believe directors should have various qualifications, including individual character and integrity; business experience; leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of prospective directors is made in the context of the perceived needs of our Board of Directors from time to time.

 

Board Diversity Matrix (As of August 8, 2022)

Total Number of Directors

7

 

 

 

 

 

Female

 

Male

 

Part I: Gender Identity

 

Directors

 

2

 

5

 

Part II: Demographic Background

 

African American or Black

 

 

 

 

 

Alaskan Native or Native American

 

 

 

 

 

Asian

 

 

 

 

 

Hispanic or Latinx

 

 

 

1

 

Native Hawaiian or Pacific Islander

 

 

 

 

 

White

 

2

 

4

 

Two or More Races or Ethnicities

 

 

 

 

 

LGBTQ+

 

 

 

 

 

Did Not Disclose Demographic Background

 

 

 

 

 

All of our directors have held senior-level positions in business or professional service firms and have experience in dealing with complex issues. We believe that all of our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each individual should continue to serve as a director of our company.

Board Leadership Structure

We believe that effective board leadership structure can depend on the experience, skills, and personal interaction between persons in leadership roles as well as the needs of our company at any point in time. Our Corporate Governance Guidelines support flexibility in the structure of our Board of Directors by not requiring the separation of the roles of Chief Executive Officer and Chairman of the Board.

We currently maintain separate roles between the Chief Executive Officer and Chairman of the Board in recognition of the differences between the two responsibilities. Our Chief Executive Officer is responsible for setting our strategic direction and day-to-day leadership and performance of our company. The Chairman of the Board provides input to the Chief Executive Officer, sets the agenda for Board meetings, and presides over meetings of the full Board of Directors as well as executive sessions of the Board of Directors.

Director and Officer Derivative Trading and Hedging

We have a policy prohibiting our directors and officers, including our executive officers, and any family member residing in the same household, from engaging in derivatives trading and hedging involving our securities or pledging or margining our common stock.

 

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2023 Proxy Statement

 


 

Corporate Governance

 

 

 

 

Stock Ownership Guidelines

We maintain stock ownership guidelines for our non-employee directors and executive officers. Our non-employee directors and executive officers are required to own shares of our common stock or share equivalents with a value equal to at least the lesser of the following:

 

Non-Employee Directors

-

Three times cash retainer or 13,125 shares or share equivalents

Chief Executive Officer

-

Three times base salary or 93,750 shares or share equivalents

Chief Financial Officer

-

Two times base salary or 43,750 shares or share equivalents

Other Executive Officers

-

Two times base salary or 31,250 shares or share equivalents

 

Each individual has five years from the later of the date of adoption of these guidelines or the date of appointment of the individual as a director or an executive officer to achieve the required ownership levels. We believe that these guidelines promote the alignment of the long-term interests of our executive officers and members of our Board of Directors with our stockholders.

Stock ownership generally includes the shares directly owned by the individual (including any shares over which the individual has sole ownership, voting, or investment power); the number of shares owned by the individual’s minor children and spouse and by other related individuals and entities over whose shares the individual has custody, voting control, or power of disposition; shares underlying restricted stock units, or RSUs, that have vested and are deliverable or will be vested and deliverable within 60 days; shares underlying performance-based restricted stock units, or PSUs, that have vested but are not deliverable within 60 days if the performance requirements have been satisfied; and shares held in trust for the benefit of the individual or the individual’s immediate family members.

If an individual achieves the required ownership level on the first day of any fiscal year, the value of the individual’s stock ownership on that date will be converted into a number of shares to be maintained in the future by dividing the value of such stock ownership by the price of our common stock on the prior day, which is the last day of the preceding fiscal year.

The failure to satisfy the required ownership level may result in the ineligibility of the individual to receive stock-based compensation in the case of an executive officer or director or the inability to be a nominee for election to our Board of Directors in the case of a director.

Clawback Policy

We maintain a compensation recovery, or clawback, policy. In the event we are required to prepare an accounting restatement of our financial results as a result of a material noncompliance by us with any financial reporting requirement under the federal securities laws, we will have the right to use reasonable efforts to recover from any current or former executive officers who received incentive compensation (whether cash or equity) from us during the three-year period preceding the date on which we were required to prepare the accounting restatement, any excess incentive compensation awarded as a result of the misstatement. This policy is administered by the Compensation Committee of our Board of Directors.

Whistleblower Policy

We maintain a Whistleblower Policy covering the policies and procedures for (i) the receipt, retention, and treatment of complaints that we receive regarding accounting, internal controls, or auditing matters; and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

 

 

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2023 Proxy Statement

 


 

Corporate Governance

 

 

 

 

Compensation Committee Interlocks and Insider Participation

During our fiscal year ended April 30, 2023, Messrs. Gluchowski, Favreau, and Monheit and Ms. Wadecki served on the Compensation Committee. None of these individuals had any material contractual or other relationships with us during such fiscal year except as directors. During our fiscal year ended April 30, 2023, none of our executive officers served on the compensation committee or board of directors of any entity whose executive officers serve as a member of our Board of Directors or Compensation Committee.

Board and Committee Meetings

Our Board of Directors held a total of 10 meetings during the fiscal year ended April 30, 2023. During the fiscal year ended April 30, 2023, the Audit Committee held four meetings, the Compensation Committee held six meetings, the Nominations and Corporate Governance Committee held seven meetings, and the Sustainability Committee held two meetings. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board of Directors, and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she was a member.

Annual Meeting Attendance

We encourage each of our directors to attend each annual meeting of stockholders. To that end, and to the extent reasonably practicable, we regularly schedule a meeting of our Board of Directors on the same day as our annual meeting of stockholders.

Majority Voting for Directors

In accordance with our director resignation policy, an incumbent director who does not receive the requisite majority of votes cast in an uncontested election is expected to submit his or her offer of resignation to our Board of Directors. Our Board of Directors, upon recommendation of the Nominations and Corporate Governance Committee, will make a determination as to whether to accept or reject the offered resignation within 90 days after the stockholder vote. A director whose offered resignation is under consideration will abstain from any decision or recommendation regarding the offered resignation, but will otherwise continue to serve as a director until our Board of Directors makes its determination regarding the offered resignation. We will publicly disclose our Board of Directors’ decision regarding the tendered resignation and the rationale behind the decision in a filing of a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC.

Investor Engagement

Our relationship with our stockholders is an important part of our corporate governance commitment. We meet with a broad base of investors throughout the year to discuss strategy and other important matters, including executive compensation. We consider investor feedback on emerging issues, which allows us to better understand our stockholders’ priorities and perspectives. This year-round engagement process provides us with useful input concerning our corporate strategy, including our Sustainability strategy, and enables us to consider developments proactively and to act responsibly.

Communications with Directors

Interested parties may communicate with our Board of Directors or specific members of our Board of Directors, including our independent directors and the members of our various Board committees, by submitting a letter addressed to the Board of Directors of American Outdoor Brands, Inc., c/o any specified individual director or directors, at the address of our executive offices set forth in this proxy statement. Any such letters will be sent to the indicated directors.

 

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2023 Proxy Statement

 


 

 

EXECUTIVE

COMPENSATION

 

 

Overview

The following tables and discussion relate to the compensation paid to or earned by Brian D. Murphy, our President and Chief Executive Officer and our one other executive officer who was serving as an executive officer on April 30, 2023, H. Andrew Fulmer, our Executive Vice President, Chief Financial Officer, and Treasurer. Messrs. Murphy and Fulmer are collectively referred to in this Proxy Statement as our “named executive officers.”

Our Board of Directors has appointed a Compensation Committee, consisting exclusively of independent directors. The charter of the Compensation Committee authorizes the Compensation Committee to determine and approve, or to make recommendations to our Board of Directors with respect to, the compensation of our Chief Executive Officer and other executive officers. Our Board of Directors has authorized the Compensation Committee to make all decisions with respect to such executive compensation. Among other things, the Compensation Committee is authorized to determine and approve the base salary of our Chief Executive Officer and other executive officers. Additionally, the Compensation Committee establishes annual cash and stock-based compensation programs for our Chief Executive Officer and other executive officers, providing our executives with variable compensation opportunities, a majority of which are based on the achievement of key operating measures, determined at the beginning of the fiscal year, tying pay to performance. Once the Compensation Committee determines key operating measures for the forthcoming fiscal year, the measures generally are not subject to material changes during the fiscal year. The Compensation Committee, with advice from its independent compensation consultant, also determines the compensation of our Board of Directors.

The following section provides compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies” under the requirements of the SEC, including reduced narrative and tabular disclosure obligations regarding executive compensation.

Our executive compensation program is comprised of base salary, annual performance-based cash incentive compensation, and stock-based compensation.

Base Salary

We have an employment agreement with Mr. Murphy, pursuant to which he receives a base salary. For fiscal year 2023, the Compensation Committee increased the base salaries of Messrs. Murphy and Fulmer as follows:

 

Name

Annual
Fiscal 2022
Base Salary

Annual
Fiscal 2023
Base Salary

Brian D. Murphy

$

535,000

$

551,000

H. Andrew Fulmer

$

365,000

$

376,000

Annual Cash Incentive Bonuses

We maintain a performance-based incentive compensation plan for our executive officers with performance objectives based primarily on the financial results of our company, using Net Sales and Adjusted EBITDAS as performance metrics. In addition, the performance-based cash incentive compensation plan provides for strategic objectives which seek to achieve certain operational goals. The amounts earned pursuant to the performance-based incentive compensation plan are calculated and paid to our named executive officers in the fiscal year following when they are earned. For fiscal 2023, we weighted the metrics as follows: 37.5% for net sales. 37.5% for adjusted EBITDAS and 25% for the strategic goals.

 

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2023 Proxy Statement

 


 

Executive Compensation

 

 

 

 

We set the bonus for each executive as a percentage of base salary. The table below sets forth for each named executive officer the annual fiscal 2023 base salary, the target bonus percentage, the annualized target cash bonus opportunity, and the actual bonus paid for fiscal 2023:

 

Name

Annual Fiscal 2023 Base Salary

Target Bonus Percentage

Annualized Target Cash Bonus Opportunity

 

 

Actual Bonus Paid for Fiscal 2023

 

 

 

 

 

Brian D. Murphy

$

551,000

 

100.0

%

$

551,000

 

 

$

137,750

 

H. Andrew Fulmer

$

376,000

 

65.0

%

$

244,400

 

 

$

61,000

 

Performance Goals

The financial performance metrics established under the fiscal 2023 program were as follows:

 

Performance Metrics

Target

Performance

(in 000’s)

Potential
Maximum
Payout of
Target
Bonus

Performance
Required to
Earn Maximum
Payout (as a %
of Target
Performance)

Net Sales

$

247,526

 

200.0

%

 

121.3

%

Adjusted EBITDAS

$

35,030

 

200.0

%

 

121.0

%

The threshold metrics were at least $26.7 million, or 76.3% of Target, for the Adjusted EBITDAS metric for our company and Net Sales of $222.8 million, or 90.0% of Target.

The strategic objectives established under the fiscal 2023 program include the successful implementation of our new Enterprise Resource Planning system, or D365; the transition of the Crimson Trace Corporation facility and the Grilla operations into our corporate headquarters in Columbia, Missouri; achieve specific fiscal year 2023 cash generation metrics; and certain brand initiatives. If the Adjusted EBITDAS threshold metric and Net Sales metric are achieved, the target payout for completing these strategic objectives would be paid out in cash up to 25.0% of the executive officer's annual base salary. In the event that the threshold metric for the Adjusted EBITDAS metric and Net Sales metric of $222.8 million, or 90.0% of Target are not met, any bonus earned based on the achievement of the strategic goals is paid out in RSUs that have a one-year vesting schedule from the grant date, with no cash bonus payments made under these circumstances.

In fiscal 2023, consolidated Net Sales and Adjusted EBITDAS, for purposes of compensation, were $191.2 million and $12.8 million, respectively. These amounts were below the threshold metrics, so no bonus was earned based on achievement of the financial metrics. However, the Committee determined that the strategic metrics were achieved at target, so a bonus of 25% of target was earned and paid out as RSUs with a one-year vesting schedule. See the table below for the specific grant amounts. Note that because the bonus plan paid out only RSUs subject to vesting, in our Summary Compensation Table, we show a zero payout under the non-Equity Incentive Plan column and the RSUs granted are included in the Stock Awards column.

 

Name

Annualized Target Cash Bonus Opportunity

Actual Bonus Paid for Fiscal 2023

 

Percent of Target Paid

 

 

Brian D. Murphy

$

551,000

$

137,750

 

 

25

%

H. Andrew Fulmer

$

376,000

$

61,000

 

 

25

%

 

RSUs granted for achievement of the strategic objectives:

 

Name

RSUs

Brian D. Murphy

 

17,455

H. Andrew Fulmer

 

7,742

The RSUs vest and the underlying shares are deliverable following the first anniversary of the date of grant.

 

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2023 Proxy Statement

 


 

Executive Compensation

 

 

 

 

Long-Term Incentive Compensation

The stock-based awards granted to our executive officers in fiscal 2023 consisted of a 50/50 mix of service-based RSUs and performance-based RSUs, or PSUs.

PSUs

During fiscal 2023, we granted the following PSUs to our named executive officers:

 

Name

PSUs at Threshold

PSUs at Target

PSUs at Maximum

Brian D. Murphy

 

15,608

 

 

 

41,075

 

 

 

82,150

H. Andrew Fulmer

 

4,256

 

 

 

11,202

 

 

 

22,404

These PSUs are earned and vest based on the relative performance of our common stock against the Russell 2000, or RUT, over the approximately three-year period following the date of grant. If the relative performance of our common stock (measured based on the average closing price of our common stock during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average closing price of our common stock during the 90-calendar-day-period immediately following the date of grant) does not equal or exceed the relative performance of the RUT (measured based on the average closing price of the RUT during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average closing price of the RUT during the 90-calendar-day-period immediately following the date of grant), then no PSUs subject to the awards will be earned and vest. If the relative performance of our common stock equals the relative performance of the RUT, then 38% of the PSUs subject to the awards (at target) will be earned and vest, or the threshold award. If the relative performance of our common stock exceeds the relative performance of the RUT by up to five points, then the PSUs subject to the awards will be earned and vest on a straight-line basis from the threshold award level up to the target award level, with 100% of the PSUs subject to the awards (the target number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by five points. If the relative performance of our common stock exceeds the relative performance of the RUT by over five points up to a level of 10 points, then the PSUs subject to the awards will be earned and vest on a straight-line basis up to the maximum award, with 200% of the PSUs subject to the awards (the maximum number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by 10 points or more.

The underlying shares of our common stock earned, if any, related to these PSUs will be delivered on the ending date of the performance period (approximately three years from grant).

RSUs

During fiscal 2023, we granted the following RSUs to our named executive officers as part of our long-term incentive compensation program:

 

Name

RSUs

 

 

Grant Date Fair Value

 

 

 

Brian D. Murphy

 

41,075

 

$

521,653

H. Andrew Fulmer

 

11,202

 

$

142,265

The RSUs vest one-fourth following each of the first, second, third, and fourth anniversaries of the date of grant.

 

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2023 Proxy Statement

 


 

Executive Compensation

 

 

 

 

Fiscal 2023 Summary Compensation Table

The following table sets forth, for the fiscal years ended April 30, 2023 and 2022, information with respect to compensation for services in all capacities by our named executive officers.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Principal
Position

 

Year

 

Salary

 

 

Bonus
(1)

 

 

Stock
Awards
(2)

 

 

Option
Awards

 

 

Non-Equity
Incentive Plan
Compensation
(3)

 

 

All Other
Compensation
(4)

 

 

Total
(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brian D. Murphy

 

2023

 

$

551,000

 

 

$

 

 

$

1,246,979

 

 

$

 

 

$

 

 

$

33,349

 

 

$

1,831,328

 

President and Chief Executive Officer

 

2022

 

$

535,000

 

 

$

 

 

$

1,061,629

 

 

$

 

 

$

 

 

$

52,662

 

 

$

1,649,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

H. Andrew Fulmer

 

2023

 

$

376,000

 

 

$

 

 

$

365,958

 

 

$

 

 

$

 

 

$

20,344

 

 

$

762,302

 

Executive Vice President, Chief Financial Officer, and Treasurer

 

2022

 

$

365,000

 

 

$

 

 

$

291,917

 

 

$

 

 

$

 

 

$

36,976

 

 

$

693,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
The amounts shown in this column, if any, represent discretionary bonuses.
(2)
The amounts shown in this column represent the grant date fair value for PSUs and RSUs granted to the named executive officers during the covered year calculated in accordance with ASC Topic 718 excluding the effect of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 13 – Equity to our consolidated financial statements, which are included in its Annual Report on Form 10-K filed with the SEC for the fiscal year ended April 30, 2023. The amounts in this column include the grant date fair value of awards granted to our named executive officers during fiscal 2023 and awards granted for achieving strategic goals under the performance-based incentive compensation plan granted in the fiscal year following when they were earned.

Set forth below is the maximum value for the PSUs granted to our named executive officers during fiscal 2023 (i.e., 200% of the target award value).

 

 

 

 

Name

Stock Awards –
Maximum
Value of
PSUs

 

 

 

 

 

Brian D. Murphy

 

$

1,147,636

 

 

H. Andrew Fulmer

 

$

312,984

 

 

 

(3)
The amounts shown in this column constitute payments made, if any, under our 2023 annual performance-based cash incentive compensation programs. These amounts were calculated and paid to our named executive officers in the fiscal year following when they were earned.
(4)
All Other Compensation consisted of the following for fiscal 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Car
Allowance

 

 

Reimbursement
for Insurance
Premiums

 

 

Matching
Contributions
to Defined
Contribution
Plan

 

 

Payments
Under
Profit
Sharing
Plan

 

 

Relocation
Expenses

 

 

Severance
Payments

 

 

Other

 

 

 

Total (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brian D. Murphy

 

$

18,000

 

 

$

9,974

 

 

$

4,574

 

 

$

 

 

$

 

 

$

 

 

$

801

 

 

 

$

33,349

 

 

H. Andrew Fulmer

 

$

10,800

 

 

$

 

 

$

9,264

 

 

$

 

 

$

 

 

$

 

 

$

280

 

 

 

$

20,344

 

 

 

(5)
The dollar value in this column for each named executive officer represents the sum of all compensation reflected in the previous columns.

 

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2023 Proxy Statement

 


 

Executive Compensation

 

 

 

 

Outstanding Equity Awards at Fiscal Year-End 2023

The following table sets forth information with respect to outstanding equity awards of our company held by our named executive officers as of April 30, 2023.

 

 

Stock Awards

Number of

Shares or

Units of Stock

That Have

Market

Value of

Shares or

Units of

Stock That

Have Not

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other Rights

That Have Not

Equity

Incentive

Plan