{"url_path":"/sec/poww/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1015383/0001193125-26-276653-index.html","accession_number":"0001193125-26-276653","cik":"0001015383","ticker":"POWW","issuer_name":"Outdoor Holding Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1015383/0001193125-26-276653-index.html","primary_entity_key":"0001015383","primary_entity_name":"Outdoor Holding Co"},"word_count":4728,"has_tables":true,"body_markdown":"ITEM 11. EXECUTIVE COMPENSATION\n\nOverview\n\nThe compensation program for our executive officers is administered by our Compensation Committee with Board oversight and approval. The intent of our compensation program is to align our executives’ interests with those of our stockholders, while providing reasonable and competitive compensation.\n\nThe purpose of this Executive Compensation discussion is to provide information about the material elements of compensation that we pay or award to, or that is earned by: (i) the individuals who served as our principal executive officer during fiscal year 2026; (ii) our two most highly compensated executive officers, other than the individuals who served as our principal executive officer, who were serving as executive officers, as determined in accordance with the rules and regulations promulgated by the SEC, as of March 31, 2026, with compensation during fiscal year 2026 of $100,000 or more; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that such individuals were not serving as executive officers on March 31, 2026. We refer to these individuals as our “named executive officers.” For fiscal year 2026, our named executive officers and the positions in which they served are listed below:\n\n•\nSteve F. Urvan, our Chief Executive Officer;\n\n•\nJared R. Smith, our former Chief Executive Officer;\n\n•\nPaul Kasowski, our Chief Financial Officer; and\n\n•\nJordan Christensen, our Chief Legal Officer and Corporate Secretary.\n\nCompensation Committee Overview\n\nThe purpose of the Compensation Committee includes determining, or when appropriate, recommending to the Board for determination, the compensation of our Chief Executive Officer and other executive officers and discharging the Board’s responsibilities relating to Company compensation programs in light of the goals and objectives of our compensation program for that year. As part of its responsibilities, the Compensation Committee evaluates the performance of our Chief Executive Officer and, together with our Chief Executive Officer, assesses the performance of our other executive officers. Although we do not target executive compensation to any peer group median, we strive to provide a compensation package that is competitive in the market and rewards each executive’s performance. The Compensation Committee recommends compensation packages for approval by the Board of Directors.\n\nExecutive Compensation Philosophy and Objectives\n\nOur executive compensation program is designed to attract, retain and reward executive officers in alignment with our business objectives and long-term stockholder interests. For fiscal 2026, the material elements of our executive compensation program were base salary, cash bonuses, and equity-based compensation.\n\nCompensation Program Objectives\n\nWe structure our executive compensation programs around three compensation elements: base salary; discretionary cash bonuses; and equity awards. We believe that the combination of these three elements allows the Company to attract, retain and reward executive officers in alignment with our business objectives and long-term stockholder interests. The discussion below describes the methodology the Compensation Committee used in determining why it believes each element of compensation is aligned with the interest of our stockholders. In\n\n \n\n47\n\n \n\ndetermining the amounts to pay, the Compensation Committee considers each named executive officer’s performance of their responsibilities and duties, as well as the compensation for similar positions at comparable companies.\n\nBase Salary\n\nBase salaries provide a level of fixed compensation sufficient to attract and retain a high-quality leadership team, when considered in combination with the other components of our executive compensation program. The Compensation Committee reviews base salaries annually to ensure they are in line with industry standards and each individual's experience.\n\nFor fiscal 2026, the base salaries for Messrs. Urvan, Smith, Kasowski and Christensen were set at $1, $500,000, $325,000 and $400,000 respectively.\n\nCash Bonuses\n\nMr. 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. Mr. Christensen is eligible to receive an annual cash performance bonus awarded in the sole discretion of the Board or as delegated by the Board to the Compensation Committee. Such bonuses are payable pursuant to the terms of the foregoing individuals' executive employment agreements and are approved by the Compensation Committee.\n\nNotwithstanding the terms of the employment agreements of certain 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 below.\n\nEquity Awards\n\nWe 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.\n\nAwards of Common Stock\n\nIn recognition of their contributions to the Company's performance, and pursuant to their employment agreements, Messrs. Kasowski, and Christensen were granted 200,000 and 360,000 shares of common stock, respectively. Such shares vest in with quarterly installments of 25,000 shares for Mr. Kasowski and 45,000 shares for Mr. Christensen, in each case subject to his continued employment through the applicable vesting date. The number of shares of common stock granted pursuant to the named executive officers’ employment agreements are not subject to adjustment in the event of a stock split, stock dividend, re-capitalization or similar event unless such adjustment is expressly agreed upon by the Company and the executive.\n\nIn connection with his resignation, and pursuant to the terms of an executive separation agreement, Mr. Smith was awarded 259,998 shares of restricted common stock as of May 30, 2025.\n\nAward of Options to Purchase Common Stock\n\nPursuant to the terms of his employment agreement, in July 2023, 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 scheduled to vest in equal quarterly installments of 25,000 over three years beginning in the quarter ended September 30, 2023. As discussed in further detail below, in connection with his resignation and pursuant to the terms of an executive separation agreement, the vesting was accelerated by the Board effective May 30, 2025.\n\nStockholder Engagement\n\nAt our 2025 annual meeting of stockholders, approximately 94% of the votes cast were in favor of the proposal to approve, on an advisory basis, the compensation of our named executive officers. Based upon the results of such advisory vote and our review of our compensation policies and decisions, the Board and Compensation Committee believe that these policies and decisions are consistent with our compensation philosophy and objectives and align the interests of our named executive officers with the long-term goals of the Company. We value and continue to seek the feedback we receive from our stockholders in regard to our executive compensation practices.\n\n \n\n48\n\n \n\nPerquisites and Other Personal and Additional Benefits\n\nThe Company provides named executive officers with perquisites and other personal benefits that the Company believes are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. Attributed costs, if any, of the personal benefits for the named executive officers for the years ended March 31, 2026 and 2025 are included in the “All Other Compensation” column in the Summary Compensation Table.\n\nWe maintain broad-based benefits that are provided to all full-time employees, including medical, dental, group life insurance, accidental death and dismemberment insurance, long- and short-term disability insurance and a tax-qualified 401(k) plan. The Company subsidizes 100% of some executive officers’ health insurance premiums, when required by contract, whereas only a portion of non-executive employees’ premiums are subsidized by the Company. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Internal Revenue Code of 1986, as amended (the \"Code\"), so that contributions to our 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. All of our 401(k) plan participants are eligible for employer matching contributions equal to 100% of the participant’s elective deferral contributions up to 3% of the participant’s compensation. Our 401(k) plan also permits us to make discretionary contributions, and all of our contributions are subject to established limits and a vesting schedule. We do not maintain any defined benefit pension plans or any non-qualified deferred compensation plans.\n\nThe Company also provides meals or reimbursement of meal expenses for named executive officers, as well as certain other miscellaneous expenses described in the footnotes to the Summary Compensation Table.\n\nFrom time to time, the Company reimburses named executive officers for expenses related to marketing and business development activities, such as hunting trips with customers and suppliers.\n\nAccounting and Tax Considerations\n\nSection 162(m) of the Code generally disallows a tax deduction to public corporations for compensation of over $1,000,000 paid for any fiscal year to an individual who was a named executive officer. The Compensation Committee and the Board will continue to design compensation programs that are in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account.\n\nRisk Assessment of Compensation Policies and Practices\n\nWe have assessed the compensation policies and practices with respect to our employees, including our executive officers, and have concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company.\n\nSummary Compensation Table\n\nThe following table sets forth the compensation of our named executive officers for the years ended March 31, 2026 and 2025.\n\nName and Principal Position\n\n \n\nFiscal Year\n\n \n\nSalary\n($)(1)\n\n \n\n \n\nBonus\n($)(1)\n\n \n\n \n\nNon-Equity Incentive Plan Compensation ($)(1)\n\n \n\n \n\nStock Awards\n($)(2)\n\n \n\n \n\nOption Awards\n($)(2)\n\n \n\n \n\nAll Other\nCompensation\n(3)\n\n \n\n \n\nTotal\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSteve F. Urvan, Chief Executive Officer(4)\n\n \n\n2026\n\n \n\n$\n\n1\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n177,167\n\n \n\n(5)\n\n$\n\n177,168\n\n \n\nJared R. Smith(6)\n\n \n\n2026\n\n \n\n$\n\n86,619\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n1,066,972\n\n \n\n(7)\n\n$\n\n1,153,591\n\n \n\nFormer Chief Executive Officer\n\n \n\n2025\n\n \n\n$\n\n500,000\n\n \n\n \n\n$\n\n175,000\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n40,739\n\n \n\n \n\n$\n\n715,739\n\n \n\nPaul Kasowski(8)\n\n \n\n2026\n\n \n\n$\n\n325,000\n\n \n\n \n\n$\n\n325,000\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n313,750\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n25,145\n\n \n\n(9)\n\n$\n\n988,895\n\n \n\nChief Financial Officer\n\n \n\n2025\n\n \n\n$\n\n301,982\n\n \n\n \n\n$\n\n113,750\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n150,000\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n18,586\n\n \n\n \n\n$\n\n584,318\n\n \n\nJordan Christensen, Chief Legal Officer, Corporate Secretary(10)\n\n \n\n2026\n\n \n\n$\n\n387,503\n\n \n\n \n\n$\n\n400,000\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n576,050\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n11,625\n\n \n\n(11)\n\n$\n\n1,375,178\n\n \n\n \n\n(1)\nThe amounts in this column reflect the amounts earned during the fiscal year, whether or not actually paid during such year.\n\n(2)\nThe 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\n\n \n\n49\n\n \n\nTopic 718, Stock Compensation (\"ASC 718\"). The valuation assumptions used in determining such amounts are described in the footnotes to our audited consolidated financial statements included in this Form 10-K. 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.\n\n(3)\nThe 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.\n\n(4)\nMr. Urvan was appointed Chief Executive Officer of the Company effective May 30, 2025. Information for fiscal 2025 is not included because Mr. Urvan was not a named executive officer during fiscal 2025.\n\n(5)\nThis amount consists of (i) $16,142 of aggregate incremental costs related to Company-paid health and medical insurance premiums of Mr. Urvan and his family, (ii) $38,925 in cash compensation for Mr. Urvan's role as a member of the Board from April 1, 2025 to May 30, 2026 and (iii) $122,100 in aggregate fair value of stock awards issued to Mr. Urvan for his role as a member of the Board.\n\n(6)\nMr. Smith served as Chief Executive Officer from July 24, 2023 to May 30, 2025.\n\n(7)\nThis amount consists of (i) a $625,000 cash payment in connection with Mr. Smith's resignation (ii) $48,728 in incremental fair value, calculated in accordance with ASC 718, in connection with the acceleration of Mr. Smith's stock option to purchase 400,000 shares of common stock, (iii) $366,597 attributable to the 259,998 shares of restricted stock issued pursuant to Mr. Smith's separation agreement (iv) $6,619 in Company contributions to a 401(k) plan for the benefit of Mr. Smith and (v) $20,028 of aggregate incremental costs related to Company-paid health and medical insurance premiums of Mr. Smith and his family.\n\n(8)\nMr. Kasowski was appointed Chief Financial Officer of the Company effective September 20, 2024.\n\n(9)\nThis amount consists of (i) $7,934 in Company contributions to a 401(k) plan for the benefit of Mr. Kasowski and (ii) $17,211 of aggregate incremental costs related to Company-paid health and medical insurance premiums for Mr. Kasowski and his family.\n\n(10)\nMr. Christensen was appointed Chief Legal Officer of the Company on June 1, 2025 and appointed Corporate Secretary of the Company on September 10, 2025. Information for 2025 is not included because Mr. Christensen was not a named executive officer during 2025.\n\n(11)\nThis amount consists of $11,625 in Company contributions to a 401(k) plan for the benefit of Mr. Christensen.\n\nOutstanding Equity Awards at Fiscal Year-end\n\nThe following table discloses information about unexercised options and unvested stock and equity incentive plan awards outstanding with respect to our named executive officers at March 31, 2026.\n\n \n\n \n\nOption Awards\n\n \n\nStock Awards\n\n \n\n \n\n \n\nNumber of securities underlying unexercised options\n\n \n\n \n\nNumber of securities underlying unexercised options\n\n \n\n \n\nEquity incentive plan awards: Number of securities underlying unexercised unearned options\n\n \n\n \n\nOption exercise price\n\n \n\n \n\nOption expiration date\n\n \n\nNumber of shares or units of stock that have not vested\n\n \n\nMarket value of shares or units of stock that have not vested\n\n \n\n \n\nEquity incentive plan awards: Number of unearned shares, units or other rights that have not vested\n\n \n\n \n\nEquity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested\n\n \n\n \n\n \n\n(#)\n\n \n\n \n\n(#)\n\n \n\n \n\n(#)\n\n \n\n \n\n($)\n\n \n\n \n\n \n\n \n\n(#)\n\n \n\n($)\n\n \n\n \n\n(#)\n\n \n\n \n\n($)\n\n \n\n \n\n \n\nexercisable\n\n \n\n \n\nunexercisable\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSteve Urvan\n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n-\n\n \n\n-\n\n \n\n$\n\n-\n\n \n\n \n\n \n\n30,000\n\n \n\n \n\n$\n\n60,300\n\n \n\nJared R. Smith\n\n \n\n \n\n400,000\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n$\n\n2.08\n\n \n\n \n\n7/24/2034\n\n \n\n-\n\n \n\n$\n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n$\n\n-\n\n \n\nPaul Kasowski\n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n-\n\n \n\n-\n\n \n\n$\n\n-\n\n \n\n \n\n \n\n150,000\n\n \n\n \n\n$\n\n301,500\n\n \n\nJordan Christensen\n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n-\n\n \n\n-\n\n \n\n$\n\n-\n\n \n\n \n\n \n\n225,000\n\n \n\n \n\n$\n\n452,250\n\n \n\nEmployment Agreements\n\nWe have entered into employment agreements with certain of our named executive officers, the material terms of which are set forth below.\n\n \n\n50\n\n \n\nKasowski Employment Agreement\n\nEffective as of September 20, 2024, the Company entered into an employment agreement with Paul Kasowski, which replaced and superseded his prior employment agreement, pursuant to which Mr. Kasowski agreed to serve as the Company's Chief Financial Officer for an initial two-year term, with up to two automatic one-year renewal periods unless terminated earlier in accordance with its terms.\n\nMr. Kasowski’s employment agreement provides that he will receive an annual base salary of $325,000 subject to annual increases in the sole discretion of the Compensation Committee. The agreement also provides that Mr. Kasowski is entitled to receive 25,000 shares of common stock each quarter. The Compensation Committee determined, as a matter of administrative efficiency, to grant the remaining shares due to Mr. Kasowski under his employment agreement in a single grant (subject to vesting provisions) after the shareholder approval of the Outdoor Holding Company 2025 Long-Term Inventive Plan. Mr. Kasowski was granted 175,000 shares of common stock on October 20, 2025, of which 25,000 shares shall vest each quarter for the remaining duration of Mr. Kasowski's employment agreement. Mr. Kasowski is also eligible to receive cash performance-based bonuses as determined in the sole discretion of the Compensation Committee from time to time. Mr. Kasowski’s employment agreement also contains confidentiality, non-competition, non-solicitation and non-disparagement provisions.\n\nChristensen Employment Agreement\n\nOn May 1, 2025, the Company entered into an amended and restated employment agreement with Jordan Christensen, which replaced and superseded his prior employment agreement dated April 4, 2024, pursuant to which Mr. Christensen agreed to serve as the Company's Chief Legal Officer.\n\nMr. Christensen’s amended and restated employment agreement provides that he will receive an annual base salary of $400,000, subject to periodic review by the Board or the Compensation Committee. The agreement also provides for Mr. Christensen a restricted stock award of 360,000 shares of common stock, with a portion vesting upon grant and the remainder vesting in equal quarterly installments of 45,000 shares per quarter over the initial term of the agreement. In addition, Mr. Christensen is eligible to receive annual performance-based cash bonuses in the sole discretion of the Board. Pursuant to the terms of the agreement, Mr. Christensen is also entitled to participate in employee benefit plans, receive reimbursement for business expenses, and take paid time off in accordance with Company policy. The agreement has an initial term of 24 months, with automatic one-year renewal periods unless terminated earlier in accordance with its terms. The agreement further provides for severance and other payments upon certain qualifying terminations, including termination without cause or for good reason, as well as accelerated vesting of equity awards in specified circumstances, including upon a change in control (as further described below). The agreement also contains customary confidentiality, non-competition, non-solicitation, non-disparagement, and other restrictive covenant provisions.\n\nSeverance Payments under the Employment Agreements\n\nIn the event that the employment of Mr. Christensen or Mr. Kasowski is terminated by the Company without “cause” (as defined in each respective employment agreement) or by Mr. Christensen or Mr. Kasowski for “good reason” (as defined in each respective employment agreement), then Mr. Christensen or Mr. Kasowski, as applicable, will be entitled to receive a severance package which includes 12 months of base salary following the effective date of termination. In each case, such severance is subject to the applicable executive’s execution and delivery to the Company of a release of claims.\n\nIn the event that Mr. Christensen’s employment is terminated by the Company without “cause” or Mr. Christensen terminates his employment for “good reason”, in either case upon or within 12 months following the effective date of a “change in control” (as defined in the Outdoor Holding Company 2025 Long-Term Incentive Plan), Mr. Christensen will be entitled to receive a payment equal to 12 months of base salary following the effective date of termination, the accelerated vesting of the stock award granted pursuant to the employment agreement, a pro-rated target annual bonus through the date of termination and release from the non-competition covenant set forth in his employment agreement, in lieu of any other severance amounts, subject to his execution of a release of claims.\n\nWith respect to Mr. Christensen, the severance payments will be paid in accordance with the Company’s regular payroll practices, commencing with the first payroll period after the effective date of the release of claims and, subject to timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment of group health insurance premiums for a period of up to 12 months following the date of termination or until COBRA benefits otherwise end.\n\n \n\n51\n\n \n\nWith respect to Mr. Kasowski, the severance payments will include salary and insurance benefits for a period of 12 months from the effective date of termination and 100% accelerated vesting of any shares and options, including any remaining unvested shares and options, which shall immediately become vested and issuable upon termination.\n\nSmith Employment Agreement and Executive Separation Agreement\n\nOn December 15, 2022, the Company and Mr. Smith entered into an employment agreement, pursuant to which Mr. Smith served as our Chief Operating Officer.\n\nOn July 24, 2023, in connection with Mr. Smith’s appointment as Chief Executive Officer, the Company and Mr. Smith entered into an amended and restated employment agreement. The amended and restated employment agreement provided for an initial term of three years, with the Company having the right to extend the agreement for up to three additional one-year terms. Mr. Smith’s amended and restated employment agreement would be terminated automatically upon Mr. Smith’s death and could be terminated by either party with or without cause in accordance with state and federal law, or by the Company upon Mr. Smith’s disability, as defined in the amended and restated employment agreement. Mr. Smith’s amended and restated employment agreement provided for (i) an annual base salary of $500,000, subject to annual increases of up to 6% as determined in the discretion of the Board and subject to the recommendation of the Compensation Committee, (ii) 400,000 shares of common stock over the term of the agreement, vesting and issuable on a quarterly basis, and (iii) stock options to purchase 400,000 shares of common stock. Such options were to vest (i) 100,000 on July 24, 2023, and (ii) the remaining 300,000 in equal quarterly installments of 25,000 over three years beginning with the September 30, 2023 quarter, provided, in each case, that Mr. Smith remained in the continuous employ of the Company as of the end of each quarter. Mr. Smith was also eligible to earn an annual cash performance bonus in such amount, if any, as determined in the sole discretion of the Board and subject to the recommendation of the Compensation Committee, which bonus target is 100-125% of his annual salary.\n\nMr. Smith’s amended and restated employment agreement also includes confidentiality, non-competition, non-solicitation and non-disparagement provisions. The agreement provided that, for six months following the date of his termination, or 90 business days if Mr. Smith was terminated without cause upon a change in control (the “Restricted Period”), Mr. Smith was prohibited from, directly or indirectly, in any territory in which the Company operates, (i) engaging in, marketing, selling, or providing any products or services that are the same or similar to or otherwise competitive with the products and services sold or provided by the Company or (ii) owning, acquiring, or controlling any interest, financial or otherwise, in a third party or business or managing, participating in, consulting with, rendering services for or otherwise, any business, that in each case is engaged in selling or providing the same, similar or otherwise competitive services or products that the Company is selling or providing, other than ownership of 1% or less of the equity of a publicly traded company. Further, during the Restricted Period, Mr. Smith could not, directly or indirectly, (i) call on, solicit, or service, engage or contract with, or take any action that may interfere with, impair, subvert, disrupt, or alter the relationship, contractual or otherwise, between the Company and any current or prospective customer, supplier, distributor, agent, contractor, developer, service provider, licensor, licensee or other material business relation of the Company, (ii) divert or take away the business or patronage (with respect to products or services of the kind or type developed, produced, marketed, furnished, or sold by the Company) of any of the Company’s clients, customers, or accounts, or prospective clients, customers, or accounts, (iii) solicit, induce, recruit or encourage any employees or independent contractors of or consultants to the Company to terminate their relationship with the Company or take away or hire such employees, independent contractors or consultants, or (iv) attempt to do any of the foregoing.\n\nOn May 21, 2025, the Company entered into an executive separation agreement with Mr. Smith which became effective as of May 30, 2025. As a result, Mr. Smith’s amended and restated employment agreement terminated, except for certain customary surviving provisions. Pursuant to the executive separation agreement, Mr. Smith received certain separation benefits, including: (i) payment of all compensation and benefits to which Mr. Smith is legally entitled under his amended and restated employment agreement through May 21, 2025; (ii) a lump sum cash separation payment equal to $625,000 (an amount equal to 15 months of Mr. Smith’s annual base salary); (iii) reimbursement for all reimbursable expenses due to Mr. Smith under the amended and restated employment agreement as of May 30, 2025; and (iv) a lump sum payment equal to the value of Mr. Smith’s accrued and unused vacation and paid time off balance as of May 30, 2025. The Company also agreed to pay premiums for extended health insurance coverage under COBRA for a period of 12 months for Mr. Smith and his family, or until Mr. Smith’s coverage otherwise terminated in accordance with COBRA or on account of Mr. Smith’s eligibility to receive coverage under a subsequent employer’s program.\n\n \n\n52\n\n \n\nPursuant to the executive separation agreement, Mr. Smith was permitted to retain 100% of his nonqualified stock options and shares of common stock, including any remaining unvested shares and options, which immediately became vested and exercisable as of May 30, 2025, subject to the terms and conditions of the 2017 Equity Incentive Plan (the “2017 Plan”) and any applicable award documentation with respect to such options, which terms and conditions include exercisability of the options for up to ten years after the original issuance date.\n\nPension Benefits\n\nWe do not have any plans that provide for payments or other benefits at, following, or in connection with retirement.\n\nNon-qualified Deferred Compensation\n\nWe do not have any non-qualified defined contribution plans or other deferred compensation plans.\n\nDirector Compensation\n\nThe following table sets forth, for the year ended March 31, 2026, information with respect to compensation for services in all capacities to us and our subsidiaries earned by our directors, who are not officers and who served during the year ended March 31, 2026.\n\nName and Principal Position\n\n \n\nFees Earned\nor Paid in Cash\n($)(1)\n\n \n\n \n\n \n\nStock Awards\n($)(2)\n\n \n\n \n\n \n\nOption Awards\n($)\n\n \n\n \n\n \n\nTotal\n($)\n\n \n\nHouman Akhavan\n\n \n\n$\n\n \n\n50,217\n\n \n\n \n\n \n\n$\n\n \n\n91,800\n\n \n\n \n\n \n\n$\n\n-\n\n \n\n \n\n \n\n$\n\n \n\n142,017\n\n \n\nRichard Childress\n\n \n\n \n\n \n\n69,658\n\n \n\n \n\n \n\n \n\n \n\n30,285\n\n \n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n99,943\n\n \n\nDavid Douglas\n\n \n\n \n\n \n\n49,674\n\n \n\n \n\n \n\n \n\n \n\n91,800\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n141,474\n\n \n\nRandy Luth\n\n \n\n \n\n \n\n106,613\n\n \n\n \n\n \n\n \n\n \n\n30,285\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n136,898\n\n \n\nJared Smith\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n-\n\n \n\nChristos Tsentas\n\n \n\n \n\n \n\n155,199\n\n \n\n \n\n \n\n \n\n \n\n122,100\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n277,299\n\n \n\nSteve Urvan(3)\n\n \n\n \n\n \n\n38,925\n\n \n\n \n\n \n\n \n\n \n\n122,100\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n161,025\n\n \n\nRusty Wallace\n\n \n\n \n\n \n\n94,052\n\n \n\n \n\n \n\n \n\n \n\n30,285\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n124,337\n\n \n\nWayne Walker\n\n \n\n \n\n \n\n187,700\n\n \n\n \n\n \n\n \n\n \n\n122,100\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n309,800\n\n \n\n(1)\nThe amounts in this column reflect the amounts earned during the fiscal year, whether or not actually paid during such year.\n\n(2)\nThe amounts in this column reflect the aggregate fair value of the stock awards granted to our directors during the fiscal year, as applicable, calculated in accordance with FASB ASC Topic 718, Compensation, Stock Compensation. 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 the directors from their stock awards. None of our directors held any unvested stock awards or option awards as of March 31, 2026.\n\n(3)\nThe amounts in this row are also reported in the \"All Other Compensation\" column of the Summary Compensation Table above. Mr. Urvan's cash board payments were paid during the part of the fiscal year before he became the Chief Executive Officer and became ineligible for non-employee director cash compensation.\n\n \n\n53\n\n \n\nIn October 2025, our Board adopted an annual compensation policy as it relates to our directors to provide annual cash retainers (paid in quarterly installments) for each non-employee director as follows:\n\nAnnual Cash Retainer Fee\n\n \n\nNon-Employee Director\n\n \n\n$\n\n60,000\n\n \n\nAudit Committee Chair\n\n \n\n \n\n15,000\n\n \n\nCompensation Committee Chair\n\n \n\n \n\n15,000\n\n \n\nNominations and Corporate Governance Chair\n\n \n\n \n\n15,000\n\n \n\nAudit Committee Member (Non-Chair)\n\n \n\n \n\n10,000\n\n \n\nCompensation Committee Member (Non-Chair)\n\n \n\n \n\n10,000\n\n \n\nNominations and Corporate Governance Member (Non-Chair)\n\n \n\n$\n\n10,000\n\n \n\nIn addition to the cash compensation described above, the director compensation policy provides that, following election at each annual meeting of stockholders of the Company, each non-employee director serving on the Board is entitled to receive an award of 60,000 restricted shares of common stock under the under the Outdoor Holding Company 2025 Long-Term Incentive Plan (or any successor equity incentive plan then in effect). Such shares vest in quarterly installments, with 25% of the shares vesting on November 15, February 15, May 15, and August 15 of the applicable year, provided that the director is providing services to the Company through the applicable vesting date. Any unvested director shares will be forfeited in the event that the director’s service on the Board terminates, except upon a termination due to death or total and permanent disability, in which case all unvested shares shall immediately become vested in full. We also reimburse each director for reasonable travel expenses related to such director’s attendance at board and committee meetings."}