Barry M. Monheit
About Barry M. Monheit
Barry M. Monheit, 78, is Chairman of the Board and an independent director at American Outdoor Brands (AOUT), serving since the company’s August 2020 public listing; he sits on the Compensation and Nominations & Corporate Governance Committees and chairs the Sustainability Sub-Committee . His background spans senior roles in financial and operational consulting, restructuring, and professional services at J.S. Held, FTI Consulting, Arthur Andersen, and multiple operating posts, providing deep finance, restructuring, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.S. Held, LLC | Senior Managing Director | Dec 2020 – Jul 2023 | Financial/operational consulting; international advisory exposure |
| Simon Consulting, L.L.C. | Senior Managing Director | Jul 2020 – Dec 2020 | Forensic accounting, fraud investigations; acquired by J.S. Held |
| That’s Eatertainment Corp (Modern Round) | Vice Chairman; principal of predecessor | Dec 2015 – Sep 2021 | Entertainment concept oversight; strategic governance |
| Quest Resource Holding Corp | President & CEO | Jun 2011 – Jul 2013 | Led environmental solutions provider; operational leadership |
| Quest Resource Holding Corp | Director (company or predecessors) | Jun 2011 – Jul 2019 | Board oversight of strategy and performance |
| FTI Palladium Partners (FTI Consulting division) | Senior Managing Director | May 2009 – Apr 2010 | Corporate restructuring advisory |
| Consultant (corporate restructuring) | Consultant | Jan 2005 – May 2009 | Financial/operational issues in restructuring |
| FTI Consulting, Inc. | Various roles; President, Financial Consulting Division | Jul 1992 – Jan 2005; President May 1999 – Nov 2001 | Built and led consulting division; governance/controls familiarity |
| Arthur Andersen & Co. | Partner; NY Consulting Division; U.S. Bankruptcy & Reorganization Practice lead | Aug 1988 – Jul 1992 | Big Four governance, financial controls, restructuring expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Smith & Wesson Brands, Inc. (SWBI) | Director | Since Feb 2004 | Current public company directorship; firearms industry governance exposure |
| Independent Financial Consultant | Consultant | Ongoing | Advisory capacity noted in biography |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; all standing committees comprised entirely of independent directors under Nasdaq/SEC standards |
| Committee Assignments | Compensation (member), Nominations & Corporate Governance (member), Sustainability Sub-Committee (Chair) |
| Board Leadership | Chairman of the Board; presides over executive sessions of independent directors |
| Attendance | FY2025: Board met 8x; Audit 4x; Compensation 5x; Nominations & Corporate Governance 6x; Sustainability Sub-Committee 3x; no director <75% aggregate attendance |
| Annual Meeting | All directors attended the 2024 Annual Meeting; majority voting and resignation policy in place |
| Risk Oversight | Audit oversees financial/reporting; Compensation oversees pay and risk; Nominations & Corporate Governance oversees independence/conflicts; Sustainability Sub-Committee assists on ESG |
| Related-Party Review | Audit Committee reviews and approves related-person transactions; policy prohibits unfair arrangements |
Fixed Compensation
| Component (FY2025) | Amount/Structure |
|---|---|
| Annual cash retainer (non-employee directors) | $70,000 |
| Chairman of the Board fee | $55,000 |
| Committee chair fees | $25,000 (Audit, Compensation, Nominations & Corporate Governance) |
| Committee member fees | $8,000 (non-chair members); Sustainability Sub-Committee members $8,000 |
| Meeting fees | $1,500 per committee meeting attended in excess of 10 per year |
| FY2025 cash paid to Monheit | $144,468 |
Director compensation – FY2025:
| Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Barry M. Monheit | $144,468 | $88,254 | $0 | $232,722 |
Year-over-year director compensation (Monheit):
| Fiscal Year | Cash | Stock Awards | Total |
|---|---|---|---|
| FY2023 | $145,500 | $82,420 | $227,920 |
| FY2024 | $142,500 | $85,787 | $228,287 |
| FY2025 | $144,468 | $88,254 | $232,722 |
Performance Compensation
| Equity Element | Structure | Vesting |
|---|---|---|
| Initial RSU grant (upon appointment/election) | Approx. $85,000 grant-date value | Monthly vesting on grant anniversary for 12 months |
| Annual RSU grant (post annual meeting) | Approx. $85,000 grant-date value | Monthly vesting on grant anniversary for 12 months |
Monheit RSU status:
| Item | Shares/Detail |
|---|---|
| RSUs vesting/deliverable within 60 days of Sep 2, 2025 | 1,596 shares |
| Vested RSUs with delivery deferred until retirement from Board | 750 shares; held via Barry M. Monheit, Trustee, SEP PROP Monheit Family Trust U/A Dated 7/16/2002 |
Policies affecting incentives:
- Stock ownership guidelines require non-employee directors to hold ≥3x cash retainer or 13,125 shares/share equivalents; failure can render a director ineligible for stock grants or nomination .
- Clawback policy for excess incentive compensation upon accounting restatement; administered by the Compensation Committee .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no material contractual/other relationships with AOUT during FY2025 except as directors; no reciprocal interlocks disclosed |
| External public boards | Current: Smith & Wesson Brands, Inc. (SWBI) – Director since Feb 2004 |
| Prior public boards | Quest Resource Holding Corporation – Director (2011–2019) |
| Other boards/roles | That’s Eatertainment Corp – Vice Chairman (2015–2021) |
Expertise & Qualifications
- Financial and operational consulting, restructuring leadership, and audit/controls experience (Arthur Andersen partner; FTI Consulting division president; J.S. Held senior MD) .
- Board leadership and ESG oversight as Chairman and Sustainability Sub-Committee Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Barry M. Monheit | 84,744 | <1% (company’s disclosure) | Includes (a) 1,596 RSUs vesting/deliverable within 60 days of Sep 2, 2025; (b) 750 vested RSUs with delivery deferred until retirement; shares held via SEP PROP Monheit Family Trust |
| Ownership guideline threshold (directors) | 13,125 shares/share equivalents | — | Monheit’s 84,744 shares exceed guideline minimum |
Director hedging/pledging:
- Company policy prohibits directors/officers and household family members from derivatives trading/hedging and from pledging or margining company stock .
Shareholder Support (2025 Election)
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Barry M. Monheit | 8,287,864 | 1,229,303 | 13,504 | 1,758,979 |
Governance Assessment
- Independence and leadership: Independent Chairman with committee roles; executive sessions led by the Chair support robust oversight of management and board effectiveness .
- Engagement and attendance: Board/committee cadence is regular; no director fell below 75% attendance; all directors attended the prior annual meeting, signaling engagement .
- Ownership alignment: Monheit’s beneficial ownership (84,744 shares) exceeds the director ownership guideline (13,125 shares), and he holds deferred RSUs until retirement—positive alignment and long-term orientation .
- Incentive structure: Director equity via RSUs (no options) with steady annual grants and monthly vesting; absence of option awards reduces repricing risk; clawback and insider trading policies enhance investor protections .
- Conflicts/related-party: Audit Committee reviews related-person transactions; no related-party transactions disclosed for Monheit; policy prohibits pledging/hedging—limited conflict signals .
- Compensation governance: Monheit is a member of the Compensation Committee; the committee uses an independent consultant (Compensia) and affirmed independence—mitigating interlock/conflict concerns .
RED FLAGS: None disclosed specific to Monheit (no pledging/hedging, no related-party transactions, timely Section 16 reporting noted for directors; one administrative Form 4 timing issue related to an officer, not a director) .