DEF 14A of Outdoor Holding Co
Filed Jul 14, 2025 · FY20250000950170-25-095580
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board currently consists of six directors: Richard R. Childress, Randy E. Luth, Christos Tsentas, Steven F. Urvan, Wayne Walker and Russell William Wallace, Jr. The number of members of our Board may be fixed from time to time by action of the Board to not less than one nor more than nine directors. The Board has nominated five directors, Christos Tsentas, Steven F. Urvan, Wayne Walker, Houman Akhavan, and David Douglas for election at the Annual Meeting by the stockholders (collectively, the “Director Nominees” and each, a “Director Nominee”). Our Board did not nominate Mr. Childress, Mr. Luth or Mr. Wallace, each of whom currently serves on our Board, to stand for re-election when their current terms expire at the Annual Meeting. We are grateful to have benefited from Mr. Childress’s, Mr. Luth's and Mr. Wallace’s expertise, valuable business insights and strong commitment to the Company and our stockholders. Mr. Childress’s, Mr. Luth's and Mr. Wallace’s departure from the Board is not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Pursuant to our Bylaws, each director that is elected at an annual meeting of stockholders, and each director that is elected to fill a vacancy or newly created directorship, shall hold a term of office that expires at the next annual meeting of stockholders and until his or her successor has been duly elected and qualified. The Board has nominated each Director Nominee for election as a director to serve for a term expiring at the annual meeting of stockholders to be held in 2026 and until his or her respective successor is duly elected and qualified. Should any Director Nominee become unable or unwilling to accept his or her nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board may nominate or designate. The Director Nominees have each expressed an intention to serve the entire term for which election is sought. The Board believes that each Director Nominee has valuable individual skills and experiences that, taken together, provide us with the knowledge, judgment and strategic vision necessary to provide effective oversight of the Company. The information set forth under the heading “Profiles of Our Director Nominees” details the Director Nominees’ business experience and qualifications that led to the nomination by the Nominations and Corporate Governance Committee of the Board (the “Nominations and Corporate Governance Committee”) and approval by the Board for recommendation of each individual for election.
Directors and Director Nominees
Directors and Director Nominees The following table sets forth the name, age and position of the directors currently serving on our Board and the Director Nominees:
Directors and Director Nominees
| Name | Age | Positions | | Steve F. Urvan | 59 | Chief Executive Officer and Chairman | | Richard R. Childress(1) | 79 | Director | | Randy E. Luth(1) | 71 | Director | | Christos Tsentas | 38 | Director | | Wayne Walker | 66 | Director | | Russell William Wallace, Jr.(1) | 68 | Director | | Houman Akhavan(2) | 47 | Director Nominee | | David Douglas(2) | 61 | Director Nominee |
Directors and Director Nominees
(1) Our Board did not nominate Richard R. Childress, Randy E. Luth or Russell William Wallace, Jr., each of whom currently serves on our Board, to stand for re-election when their current term expires at the Annual Meeting. (2) The Board, upon recommendation of the Nominations and Corporate Governance Committee, has nominated David Douglas and Houman Akhavan as new Director Nominees to serve on our Board. When considering whether the Director Nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in the directors’ individual biographies set forth below.
Profiles of Our Director Nominees
Profiles of Our Director Nominees Below is a discussion of the business experience of and certain other biographical information with respect to each of the Director Nominees (including those who currently serve on the Board): Christos Tsentas has been a director of the Company since November 2022. Mr. Tsentas has served as a Partner of Albion River LLC, a private direct investment firm focusing on aerospace, defense and government-related opportunities since 2020. Earlier, he served as an investment banker at Kipps DeSanto & Co., an M&A advisory firm focused on the aerospace and defense markets, from 2009 to 2015. Mr. Tsentas serves on the board of directors of Magpul Industries Corporation, a designer and manufacturer of firearms accessories and outdoor lifestyle products. Mr. Tsentas holds a Bachelor of Science in Finance and Accounting from the University of Virginia and a Master of Business Administration from Columbia Business School. The Board of Directors determined that Mr. Tsentas possesses attributes that qualify him to serve as a member of the Board, including his experience as an investment banker with a focus on the defense industry and as a board member of a designer and manufacturer of firearms accessories. Steve F. Urvan was appointed as the Company’s Chief Executive Officer effective May 30, 2025 and has been a director of the Company since April 2021. Mr. Urvan was employed by the Company from April 2021 through January 5, 2023 as the Chief Strategy Officer of GunBroker.com. Mr. Urvan is the Founder and has been the CEO of BitRail, a compliant payments infrastructure, since February 2018. Mr. Urvan founded GunBroker.com in 1999 and served as its CEO until the Company acquired it in April 2021. Mr. Urvan has spent over 20 years as an entrepreneur, advisor, and investor with a passion for building and growing companies across various industries, but always with a focus of technology as a core or enabler. Mr. Urvan remains active in other companies that he founded including Outdoors.com Digital Media, an outdoor lifestyle website, App Cohesion, an e-commerce technology platform, and Gemini Southern, a merchant bank. The Board of Directors determined that Mr. Urvan possesses attributes that qualify him to serve as a member of the Board, including his extensive experience building and leading GunBroker.com and his deep knowledge of the firearms and ammunitions industry via that leadership. Wayne Walker has been a director of the Company since November 2022. Mr. Walker has more than 30 years of experience in corporate law, governance and corporate restructuring, including 15 years at the DuPont Company in the Securities and Bankruptcy Group, where he worked in the Corporate Secretary’s office and served as Senior Counsel. In 2003, Mr. Walker founded Walker Nell Partners, Inc., an international business consulting firm providing corporate governance and restructuring, fiduciary services, litigation support, and other services to client corporations and law firms, where he continues to serve as President. Earlier in his career, Mr. Walker served as Partner at Parente Beard LLC, an accounting firm, from 2001 to 2004 and as Senior Legal Counsel at E. I. du Pont de Nemours and Company from 1984 to 1998. He has served (i) on the board of directors of Wrap Technologies, Inc. (Nasdaq: “WRAP”), a global public safety technology and services company, since 2018 where he currently serves as chairman of the board and as a member of the board’s compensation committee, (ii) as chairman of the board of Petro Pharmaceuticals, Inc. (Nasdaq: “PTPI”), a men’s health company, since 2020, (iii) on the board of directors of AYRO, Inc. (Nasdaq: “AYRO”), a designer and producer of all-electric vehicles, since 2020 and (iv) on the board of directors of Pitcairn Trust Company, a national advisor to family offices, since 2018. He is the former Vice President of the Board of Education of the City of Philadelphia, Chairman of the Board of Trustees of National Philanthropic Trust, a public charity that holds over $20 billion of assets under management, and Chairman of the Board of Directors for Habitat for Humanity International, a global non-profit, non-governmental housing organization. Mr. Walker holds a B.A. from Loyola University New Orleans and a J.D. from the Columbus School of Law at the Catholic University of America. He also studied finance for non-financial managers at the University of Chicago’s Graduate School of Business. The Board of Directors determined that Mr. Walker possesses attributes that qualify him to serve as a member of the Board, including his extensive public company board experience and his experience as an attorney for a large publicly traded company. The Board of Directors determined that Mr. Walker’s substantial knowledge and more than 30 years of experience in corporate governance, restructuring and corporate litigation enhances the Board’s corporate governance and related experience. Houman Akhavan is a seasoned e-commerce and digital marketing executive with over 25 years of experience leading growth and transformation across public and private companies. Since 2023, he has served as CEO of GCheck.com, a technology-driven provider in the pre-employment background check space, and sits on the Board of Directors at CDON Group (Nasdaq: CDON.ST), a leading Nordic online marketplace. From 2019-2023, Mr. Akhavan previously served as Chief Marketing Officer at CarParts.com (Nasdaq: PRTS), where he led major digital initiatives including platform consolidation, mobile-first transformation, and the implementation of scalable marketing infrastructure. Under his leadership, CarParts.com was recognized by Similarweb as the fastest-growing e-commerce site in the automotive aftermarket. Mr. Akhavan brings deep expertise in performance marketing, customer acquisition, online marketplaces, and digital strategy. Mr. Akhavan studied Computer Information Technology at Mt. Sierra College. The Board of Directors determined that Mr. Akhavan possesses attributes that qualify him to serve as a member of the Board, including his public company board experience and extensive experience as an executive for public companies. The Board of Directors also determined that Mr. Akhavan's substantial knowledge and experience in e-commerce, performance marketing, customer acquisition, and online marketplaces will bring a unique, accretive, and much-needed e-commerce perspective to the Board. David Douglas is an experienced financial executive with over two decades of leadership across private and growth-stage companies, with a focus on manufacturing, consumer products, and defense-related industries. For over 10 years, he has served as Chief Financial Officer and a member of the Board of Directors at HUXWRX Safety Co. LLC, a manufacturer of safety and suppressor technologies designed for both commercial and defense applications. In this role, Mr. Douglas oversees all financial operations, including capital strategy, financial reporting, and compliance, while playing a key role in corporate governance and strategic planning. Prior to joining HUXWRX, Mr. Douglas held senior finance and strategy roles at multiple industrial and middle-market businesses, where he was responsible for executing turnaround strategies, optimizing operational performance, and leading capital raises. He began his career in investment banking and private equity, where he developed a strong foundation in capital markets, transaction structuring, and portfolio company oversight. Mr. Douglas holds a Master of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Arts in Economics from the University of Pennsylvania.
Profiles of Our Director Nominees
The Board of Directors determined that Mr. Douglas possesses attributes that qualify him to serve as a member of the Board, including his deep experience in financial leadership, operational strategy, and corporate governance. The Board also determined that Mr. Douglas’s extensive background in managing finance and compliance functions in growth-oriented companies, along with his current role as CFO and director of a mission-driven manufacturing business, will bring valuable insight and financial expertise to the Board.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth, for the year ended March 31, 2025, information with respect to compensation for services in all capacities to us and our subsidiaries earned by our non-employee directors who served during the year ended March 31, 2025. Each of Jared R. Smith, our former Chief Executive Officer, and Fred W. Wagenhals, our former Executive Chairman and Chairman of the Board are not included in the table below. as they were employees of the Company during their service on the Board during the 2025 fiscal year. The compensation of Messrs. Smith and F. Wagenhals is reported in “Executive Compensation — Summary Compensation Table” below.
Director Compensation Table
Director Compensation Table
Fiscal Year 2025
| Name and Principal Position | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Option awards ($)(3) | Total ($) | | Richard R. Childress | $212,634 | $162,600 | $- | $375,234 | | Jessica M. Lockett (4) | $241,558 | $162,600 | $- | $404,158 | | Randy E. Luth | $362,361 | $162,600 | $- | $524,961 | | Christos Tsentas | $394,698 | $162,600 | $- | $557,298 | | Steve Urvan | $202,000 | $162,600 | $- | $364,600 | | Wayne Walker | $462,291 | $162,600 | $- | $624,891 | | Russell William Wallace Jr. | $140,289 | $162,600 | $- | $302,889 |
Cash Bonuses
Cash Bonuses Pursuant to the terms of his employment agreement, Mr. Smith was eligible to receive an annual cash performance bonus targeted at 100%-125% of his salary beginning in fiscal year 2024, to be issued at the sole discretion of the Board and subject to the recommendation of the Compensation Committee. Under the terms of his employment agreement, Mr. Wiley was eligible to receive an annual cash performance bonus in an amount up to 20% of his annual base salary, to be issued at the sole discretion of the Board. Mr. Kasowski is eligible to receive an annual cash performance bonus in an amount up to 100% of his annual base salary, dependent on achieving Company and personal goals. Under the terms of his employment agreement, Mr. F. Wagenhals was eligible to receive cash performance bonuses targeted at 100%-125% of his salary based on the Company’s financial performance for any full fiscal year, to be determined in the sole discretion of the Board based upon the recommendation of the Compensation Committee, from time to time. Under the terms of their employment agreements, Mr. Tate was not, and Mr. T. Wagenhals is not, eligible to receive an annual cash performance bonus. Notwithstanding the terms of the employment agreements of our named executive officers, we paid discretionary cash bonuses to certain of our named executive officers from time to time in recognition of their contributions to the Company’s performance, the amounts of which are included in the “Bonus” column in the Summary Compensation Table. Management by Objective Program The Management by Objective Program (the “MBO Program”), effective as of April 1, 2023, is designed to recognize employee performance in contributing to the Company’s fiscal objectives for the duration of the fiscal year. Applicable employees collaborate with their supervisors at the beginning of each fiscal year to establish individual financial goals and specific targets which are aligned with their role to contribute towards the Company’s fiscal objectives. The bonus amount is tied to the results of their agreed-upon individual financial goals and specific targets of the employee during the fiscal year. The MBO Program bonus payout is not guaranteed, as it also depends on the collective performance of business units and the Company as a whole. The MBO Program is aligned with the aforementioned performance bonuses and is paid at the sole discretion of the Board and subject to the recommendation of the Compensation Committee. The targets for the 2025 fiscal year MBO Program were as follows: • Fiscal Year Company EBITDA Target (30%); • Fiscal Year EBITDA Division Target (30%); and • Fiscal Year Personal Goals Target (40%). Mr. Tate received a bonus of $62,000 under the MBO program for the 2025 fiscal year.
Equity Awards
Equity Awards We provide equity compensation to our named executive officers in order to further align their interests with those of our stockholders and to further focus our named executive officers on our long-term performance. Awards of Common Stock Pursuant to their employment agreements, Messrs. Smith, Wiley, Kasowski, F. Wagenhals, Tate and T. Wagenhals were entitled to received 133,333, 100,000, 100,000, 180,000, 75,000 and 100,000 shares of Common Stock, respectively, on an annual basis. Such shares are granted in equal installments following the end of each calendar quarter, with the exception of Messrs. Tate and T. Wagenhals whose shares are granted on an annual basis, subject to the named executive officer’s continued employment. The number of shares of Common Stock to be granted pursuant to the named executive officers’ employment agreements are not subject to adjustment in the event of a stock split, stock dividend, recapitalization or similar event unless such adjustment is expressly agreed upon by the Company and the executive. Notwithstanding the terms of the employment agreements of our named executive officers, we awarded shares of Common Stock to certain of our named executive officers from time to time in recognition of their contributions to the Company’s performance, the amounts of which are included in the Grants of Plan-Based Awards Table. Awards of Options to Purchase Common Stock Pursuant to the terms of his employment agreement, Mr. Smith was granted stock options to purchase 400,000 shares of Common Stock, 100,000 of which vested immediately and 300,000 of which were set to vest in equal quarterly installments of 25,000 over three years beginning in the quarter ended September 30, 2023. The remaining unvested shares were accelerated on May 30, 2025 in accordance with Mr. Smith's separation agreement. The Company believed the award of options aligned the interests of Mr. Smith with the long-term performance of the Company and its stockholders.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation received by, or earned by, our named executive officers for the years ended March 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1) | Non-Equity Incentive Plan Compensation ($)(1) | Stock awards ($)(2) | Option awards ($)(2) | All other compensation (3) | Total | | Jared R. Smith (4) | 2025 | $500,000 | $175,000 | $- | $- | $- | $40,739(5) | $715,739 | | Former Chief Executive Officer | 2024 | $492,215 | $138,542 | $- | $1,060,973 | $598,901 | $33,943 | $2,324,574 | | | 2023 | $118,750 | $118,750 | $- | $1,068,000 | $- | $29,086 | $1,334,586 | | Robert D. Wiley(6) | 2025 | $386,992 | $- | $- | $76,000 | $- | $5,285(7) | $468,277 | | Former Chief Financial Officer | 2024 | $310,833 | $129,000 | $- | $528,000 | $- | $14,567 | $982,400 | | | 2023 | $240,000 | $- | $- | $- | $- | $15,084 | $255,084 | | Paul Kasowski, Chief Financial Officer(8) | 2025 | $301,982 | $113,750 | $- | $150,000 | $- | $18,586(9) | $584,318 | | Fred W. Wagenhals (10) | 2025 | $400,000 | $375,000 | $- | $179,550 | $- | $3,889(11) | $958,439 | | Former Executive Chairman | 2024 | $898,270 | $- | $- | $1,589,600 | $- | $606,309 | $3,094,179 | | | 2023 | $1,018,966 | $- | $- | $84,800 | $- | $76,371 | $1,180,137 | | Anthony Tate | 2025 | $262,000 | $- | $62,000 | $193,500 | $- | $450,000(12) | $967,500 | | Former Vice President of Sales | 2024 | $369,579 | $- | $- | $104,000 | $- | $- | $473,579 | | & Marketing | 2023 | $1,281,381 | $- | $- | $- | $- | $- | $1,281,381 | | Tod Wagenhals | 2025 | $230,000 | $115,000 | $- | $- | $- | $14,335(13) | $359,335 | | Executive Vice President, Secretary | 2024 | $230,000 | $- | $- | $- | $- | $18,517 | $248,517 | | | 2023 | $230,000 | $- | $- | $1,262,300 | $- | $4,571 | $1,496,871 |
Summary Compensation Table
(1) The amounts in this column reflect the amounts earned during the fiscal year, whether or not actually paid during such year. Salary includes cash commissions earned for sales during the applicable fiscal years. (2) The amounts in this column reflect the aggregate fair value of stock awards or options awards, as applicable, granted to our named executive officers during the applicable fiscal year, calculated in accordance with ASC Topic 718, Stock Compensation. The valuation assumptions used in determining such amounts are described in the footnotes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025. The amounts reported in this column reflect our accounting expense for these awards and do not correspond to the actual economic value received by our named executive officers. These amounts include stock awards for separate equity compensation awarded to employee directors for their additional service on the board of directors. For Mr. Smith such board service equity compensation includes $165,673 for fiscal year 2024 and for Mr. F. Wagenhals it includes $84,800 and $129,500 for fiscal years 2023 and 2024, respectively. (3) The named executive officers participate in certain group life, health, hospitalization, and medical reimbursement plans, the costs of which are not disclosed in this column because such plans are available generally to salaried employees and do not discriminate in scope, terms, and operation. (4) Mr. Smith served as President and Chief Operating Officer from December 15, 2022 to July 24, 2023, and served as Chief Executive Officer from July 24, 2023 to May 30, 2025. (5) This amount consists of (i) $6,475 in Company contributions to a 401(k) plan for the benefit of Mr. Smith, (ii) $24,871 of aggregate incremental costs related to Company-paid health and medical insurance premiums of Mr. Smith and his family, and (iii) $9,393 of marketing and business development expenses related to hunting trips with customers and suppliers. (6) Mr. Wiley served as the Company’s Chief Financial Officer during the fiscal years presented but resigned on September 19, 2024. (7) This amount consists of $5,285 in Company contributions to a 401(k) plan for the benefit of Mr. Wiley. (8) Mr. Kasowski was appointed as Chief Financial Officer effective September 20, 2024. Information for 2024 and 2023 is not included because Mr. Kasowski was not a named executive officer during such years. This amount consists of (i) $9,249 of aggregate incremental costs related to Company-paid health and medical insurance premiums of Mr. Kasowski and his family and (ii) $9,337 in Company contributions to a 401(k) plan for the benefit of Mr. Kasowski. Mr. F. Wagenhals served as the Company’s Chief Executive Officer during fiscal year 2023 and for a portion of fiscal year 2024. Mr. F. Wagenhals transitioned to the role of Executive Chairman on July 24, 2023. Mr. Wagenhals resigned from all positions at the Company effective April 4, 2025. This amount consists of $3,889 of meal and entertainment expenses. (12) This amount consists of a $450,000 payment in connection with Mr. Tate's resignation in conjunction with the sale of the Company's ammunition segment. (13) This amount consists of (i) $10,920 of aggregate incremental costs related to Company-paid health and medical insurance premiums of Mr. T. Wagenhals and his family and (ii) $3,415 in Company contributions to a 401(k) plan for the benefit of Mr. T. Wagenhals.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information about each grant of an award made to a named executive officer during fiscal 2025 under any Company compensation plan.
Grants of Plan-Based Awards
| | Grant date | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($) | Grant date fair value of stock and option awards ($)(1) | | Jared Smith(2) | - | - | - | $- | $- | | Paul Kasowski | 9/20/2024 | 100,000 | - | $- | $150,000 | | Robert Wiley | 9/19/2024 | 50,000 | - | $- | $76,000 | | Fred W Wagenhals | 8/16/2024 | 45,000 | - | $- | $67,050 | | | 11/6/2024 | 90,000 | - | $- | $112,500 | | Anthony Tate | 6/6/2024 | 75,000 | - | $- | $193,500 | | Tod Wagenhals(2) | - | - | - | $- | $- |
Grants of Plan-Based Awards
(1) The amounts in this column reflect the aggregate fair value of stock awards or option awards, as applicable, granted to each named executive officer during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718, Stock Compensation. The valuation assumptions used in determining such amounts are described in the footnotes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025. The amounts reported in this column reflect our accounting expense for these awards and do not correspond to the actual economic value that may be received by our named executive officers from their stock and stock option awards. (2) Mr. Smith and Mr. T. Wagenhals did not receive any grants during fiscal year 2025.
Outstanding Equity Awards at Fiscal Year-end
Outstanding Equity Awards at Fiscal Year-end The following table discloses information about unexercised options and unvested stock and equity incentive plan awards outstanding with respect to our named executive officers at March 31, 2025.
Outstanding Equity Awards at Fiscal Year-end
| | Option Awards | | | | | Stock Awards | | | | | | Number of securities underlying unexercised options | Number of securities underlying unexercised options | Equity incentive plan awards: Number of securities underlying unexercised unearned options | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested | | | (#) | (#) | (#) | ($) | | (#) | ($) | (#) | ($) | | | exercisable | unexercisable | | | | | | | | | Jared R. Smith | - | 125,000 | 125,000 | $2.08 | 7/24/2034 | - | $- | 199,998 | $275,997 | | Paul Kasowski | - | - | - | $- | - | - | $- | 25,000 | $34,500 | | Robert D. Wiley | - | - | - | $- | - | - | $- | - | $- | | Fred W. Wagenhals | - | - | - | $- | - | - | $- | - | $- | | Anthony Tate | - | - | - | $- | - | - | $- | - | $- | | Tod Wagenhals | - | - | - | $- | - | - | $- | - | $- |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table presents information regarding the named executive officers’ restricted stock vesting during fiscal 2025:
Option Exercises and Stock Vested
| | Stock Awards | | | | For the year ended March 31, | | | | 2025 | | | | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Jared R. Smith | 133,333 | $385,733 | | Paul Kasowski | 90,000 | $145,050 | | Robert D. Wiley | 75,000 | $120,000 | | Fred W. Wagenhals | 135,000 | $381,500 | | Anthony Tate | 75,000 | $193,500 | | Tod Wagenhals | 100,000 | $415,000 |
Option Exercises and Stock Vested
(1) The value realized on vesting is based on the closing market price of our Common Stock on the applicable vesting date. There were no option exercises during fiscal 2025.
Pension Benefits
Pension Benefits We do not have any plans that provide for payments or other benefits at, following, or in connection with retirement.
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation We do not have any non-qualified defined contribution plans or other deferred compensation plans.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control As discussed above under “Employment Agreements,” our employment agreements with certain of our named executive officers provide for payments in connection with such executive officers’ termination or resignation, including in connection with or following a change in control. The following tables provide estimates of the payments to which each named executive officer would have been entitled under his employment agreement if his employment had been terminated under the specified circumstances as of March 31, 2025. These tables were prepared using the closing price of the Common Stock on Nasdaq on March 31, 2025 ($1.38) and the respective named executive officer’s salary then in effect. The amounts under the columns that reflect a change in control assume that a change in control occurred on March 31, 2025, and that the executive officer was terminated on such date.
CEO Pay Ratio
CEO Pay Ratio The following table presents the median of the annual total compensation of all our employees (other than our CEO), the annual total compensation of our CEO and the ratio between the two. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated by the SEC.
CEO Pay Ratio
| Fiscal year 2025 | | | CEO Compensation | $715,739 | | Median employee annual total compensation | $44,829 | | Ratio of CEO to median employee annual total compensation | 16:1 |
CEO Pay Ratio
In identifying our median employee, we chose March 31, 2025, which is the last day of our most recently completed fiscal year, as the determination date. All of our employees are based in the United States, and all 489 were considered for identifying the median employee, which we did by applying a consistently applied compensation measure across our employee population. For our consistently applied compensation measure, we used annual base salary, as it represents the primary compensation component paid to all of our employees. As a result, annual base salary provides an accurate depiction of total earnings for identifying our median employee. In determining the annual total compensation of the median employee, we calculated such employee’s compensation using the same methodology we use for our named executive officers as set forth in our Summary Compensation table. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column for fiscal 2025 in our summary compensation table. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC explained when it adopted these rules, in considering the pay-ratio disclosure, stockholders should keep in mind that the rules were not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather were designed to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our named executive officers and certain financial performance of the Company. The Company excluded fiscal year 2021 from all of the tables and graphs below, as fiscal year 2021 was not restated as part of the Company's Form 10-K/A filed with the SEC on May 20, 2025. The Company is excluding this fiscal year as the inclusion of fiscal year 2021 would not provide adequate comparability to the other periods presented.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(1)(2) | Average summary compensation table total for Non-PEO named executive officers(1) | Average compensation paid to Non-PEO named executive officers(1)(2) | Total Shareholder return(3) | Peer group total shareholder return(3) | Net Income (loss) from Continuing Operations | Adjusted EBITDA(4) | | 2025 | $715,739 | $1,176,680 | $667,574 | $756,947 | $23.31 | $62.21 | $(68,326,499) | $15,252,865 | | 2024 | $2,324,574 | $1,898,887 | $1,199,669 | $1,039,534 | $46.45 | $68.38 | $(8,472,225) | $23,966,553 | | 2023 | $1,180,137 | $2,402,137 | $1,176,582 | $1,176,300 | $33.28 | $63.39 | $517,607 | $31,127,571 | | 2022 | $4,359,440 | $1,309,740 | $2,243,181 | $1,613,119 | $81.08 | $82.71 | $11,386,419 | $45,180,796 |
Pay Versus Performance
(1) Mr. Smith served as the Principal Executive Officer ("PEO") for the 2025 and 2024 fiscal years and Mr. F. Wagenhals for the 2023 and 2022 fiscal years. The non-PEO NEOs for the applicable fiscal years were as follows: 2025: Fred Wagenhals, Robert D. Wiley, Paul Kasowski, Anthony Tate, and Tod Wagenhals 2024: Fred Wagenhals, Robert D. Wiley, Anthony Tate, and Tod Wagenhals 2023: Jared Smith, Robert D. Wiley, Anthony Tate, Tod Wagenhals, and Chris Larson 2022: Anthony Tate and Chris Larson The Summary Compensation Table totals reported for our PEO and the average of the Non-PEO NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”.
Pay Versus Performance
| | 2025 | | 2024 | | 2023 | | 2022 | | | | PEO | AVERAGE FOR OTHER NEOs | PEO | AVERAGE FOR OTHER NEOs | PEO | AVERAGE FOR OTHER NEOs | PEO | AVERAGE FOR OTHER NEOs | | Summary Compensation Table ("SCT") Total | $715,739 | $667,574 | $2,324,574 | $1,199,669 | $1,180,137 | $1,176,582 | $4,359,440 | $2,243,181 | | Less: Amount reported under the "Stock Awards Column of the SCT | $- | $(119,810) | $(1,060,973) | $(555,400) | $(84,800) | $(496,260) | $(3,530,800) | $(960,250) | | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards | $- | $- | $- | $- | $- | $- | $- | $- | | Plus: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | $- | $- | $- | $- | $- | $- | $- | $- | | Plus: Fair Value of Vesting Date of Equity Awards Granted and Vested in the Year | $509,669 | $209,183 | $807,949 | $395,265 | $1,306,800 | $495,978 | $481,100 | $330,188 | | Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $- | $- | $- | $- | $- | $- | $- | $- | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions of the Year | $(48,728) | $- | $(172,663) | $- | $- | $- | $- | $- | | Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total Compensation | $- | $- | $- | $- | $- | $- | $- | $- | | Total Adjustments: | $460,941 | $89,373 | $(425,687) | $(160,135) | $1,222,000 | $(282) | $(3,049,700) | $(630,062) | | COMPENSATION ACTUALLY PAID | $1,176,680 | $756,947 | $1,898,887 | $1,039,534 | $2,402,137 | $1,176,300 | $1,309,740 | $1,613,119 |
Pay Versus Performance
Total Shareholder Return of the Nasdaq Capital Market Composite and the Russell 2000 Index (“Russell 2000”) is cumulative for the periods from March 31, 2021 through March 31, 2025, 2024, 2023 and 2022, respectively. The calculation assumes an investment of $100 in shares of Common Stock and in each of the indexes on March 31, 2021. The calculation of cumulative stockholder return on the Nasdaq CMC and Russell 2000 include reinvestment of dividends, but the calculation of cumulative stockholder return on the Common Stock does not include reinvestment of dividends because we did not pay any dividends during the measurement period. We define Adjusted EBITDA as net income (loss) from continuing operations excluding (i) provision or benefit for income taxes, (ii) depreciation and amortization, (iii) interest expense, net, (iv) share-based compensation expenses relating to employee stock awards and common stock purchase options, (v) other income (expense), net, (vi) expenses related to acquisition and divestitures, (vii) professional service and legal fees related to the Special Committee Investigation and (vii) other nonrecurring expenses, such as contingent liabilities associated with litigation and professional service and legal fees related to litigation and investigations.
Relationship Between Compensation Actually Paid and Total Stockholder Return
Relationship Between Compensation Actually Paid and Total Stockholder Return The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between our TSR and Compensation Actually Paid for the PEO and non-PEO NEOs.
Relationship Between Compensation Actually Paid and GAAP Net Income
Relationship Between Compensation Actually Paid and GAAP Net Income The graph below reflects the relationship between the PEO and Average non-PEO NEO Compensation Actually Paid and our GAAP Net Income (Loss) from Continuing Operations.
Relationship Between Compensation Actually Paid and Adjusted EBITDA (Company-Selected Measure)
Relationship Between Compensation Actually Paid and Adjusted EBITDA (Company-Selected Measure) The graph below reflects the relationship between PEO and Average non-PEO NEO Compensation Actually Paid and the Company’s Adjusted EBITDA.
Interest of Directors and Executive Officers
Interest of Directors and Executive Officers All members of our Board and all of our executive officers are eligible for awards under the 2025 Plan and, thus, have a personal interest in the approval of the 2025 Plan.
Effects of the Reverse Stock Split on Outstanding Equity Awards and Warrants
Effects of the Reverse Stock Split on Outstanding Equity Awards and Warrants If the Reverse Stock Split is effected, all outstanding equity awards granted pursuant to, or available under, the 2017 Plan (e.g., restricted stock units) and the 2025 LTIP, if approved, will be proportionately reduced, in accordance with the terms of the 2017 Plan and 2025 LTIP, as applicable, in the same ratio as the reduction in the number of shares of outstanding Common Stock, except that any fractional shares resulting from such reduction will be rounded down to the nearest whole share to comply with the requirements of Sections 409A and 424 of the Code. If the Reverse Stock Split is effected, the number of shares of Common Stock purchasable upon the exercise of outstanding warrants, including the Warrant and Additional Warrant, will automatically be reduced in the same ratio as the reduction in the number of shares of outstanding Common Stock. Correspondingly, the per share exercise price of such warrants will be increased in direct proportion to the Reverse Stock Split ratio, so that the aggregate dollar amount payable for the purchase of the shares subject to the warrants will remain unchanged, with any resulting fractional share rounded up to the nearest whole share.