Bradley T. Favreau
About Bradley T. Favreau
Bradley T. Favreau, age 42, is an independent director of American Outdoor Brands (AOUT) who has served since August 2022; he is a Partner at Engine Capital, with an investment and board background across special situations and public company governance . He currently sits on AOUT’s Compensation and Nominations & Corporate Governance Committees, bringing financial and investor expertise to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RDM Corporation | Director; Audit Committee member | 2015–2017 | Audit oversight for e-commerce/payments provider |
| HUSCO International | Consultant (supply chain improvement initiatives) | 2011 | Identified and initiated supply chain improvements |
| Apax Partners | Investment professional | Not disclosed | Private equity investing experience |
| UBS AG (M&A Group) | Investment professional | Not disclosed | M&A advisory experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| MYR Group Inc. | Director | Current | Compensation; Nominating, Environmental, Social & Corporate Governance |
Board Governance
- Independence: The Board determined Favreau is independent under Nasdaq and SEC standards; AOUT’s three standing committees (Audit, Compensation, Nominations & Corporate Governance) are fully independent .
- Committee assignments: Favreau is a member of the Compensation Committee (chair: Gregory J. Gluchowski, Jr.) and the Nominations & Corporate Governance Committee (chair: Luis G. Marconi) .
- Attendance and engagement: In FY25, the Board met eight times; no director attended fewer than 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions and leadership: Independent directors meet regularly without management; Barry M. Monheit serves as independent Chairman, presiding over executive sessions .
- Shareholder engagement and governance practices: The company eliminated certain supermajority provisions after a successful 2024 vote; maintains committee charters, Corporate Governance Guidelines, Codes of Conduct/Ethics, and a WISP cybersecurity program .
| Governance Metric | FY25 Value |
|---|---|
| Board meetings held | 8 |
| Compensation Committee meetings | 5 |
| Nominations & Corporate Governance Committee meetings | 6 |
| Director annual meeting attendance (2024) | 100% of directors attended |
| Director independence (Favreau) | Independent |
Fixed Compensation
| Component | Favreau FY25 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $81,468 | Actual FY25 cash compensation |
| Stock awards (grant-date fair value) | $88,254 | Annual director RSUs |
| Total director compensation | $169,722 | Sum of cash and equity |
| Standard annual retainer (non-employee directors) | $70,000 | Policy level |
| Committee membership fee (non-chair) | $8,000 per committee | Compensation; Nominations & Corporate Governance |
| Committee chair fees (reference) | $25,000 per chair | Favreau is not a chair |
| Meeting fees (if >10 per year) | $1,500 per excess meeting | Policy |
| Annual RSU grant value (policy) | ~$85,000 | Vests monthly over 12 months |
- Equity grant structure for directors: RSUs at appointment ($85,000) and annually ($85,000), vesting monthly over 12 months .
Performance Compensation
| Item | Status |
|---|---|
| Performance-based equity (directors) | None; director equity is time-based RSUs vesting monthly over 12 months |
Other Directorships & Interlocks
- Favreau’s Engine Capital is a significant AOUT shareholder (Engine Capital LP and affiliates beneficially own 5.2% of AOUT), and Favreau personally reported 33,035 shares on the Engine Schedule 13D group filing; this creates potential alignment but also an investor interlock to monitor for conflicts in board deliberations .
- MYR Group Inc. board service provides cross-industry governance exposure and compensation committee experience .
Expertise & Qualifications
- Investment and board experience: Partner at Engine Capital since 2013; sourcing/evaluating investments, risk monitoring, position sizing .
- Financial and M&A background: Prior roles at Apax Partners and UBS M&A; board audit experience at RDM Corporation .
- Operations and supply chain: Consultant at HUSCO International on supply chain improvements .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Favreau) | 51,524 shares; <1% of outstanding |
| Shares outstanding (record date) | 12,656,774 |
| RSUs deliverable within 60 days (included) | 1,596 shares |
| Director stock ownership guideline | 3x cash retainer or 13,125 shares (lesser applies) |
| Guideline comparison (Favreau) | 51,524 vs 13,125 → exceeds guideline |
| Hedging/pledging policy | Prohibited for directors/officers |
- Section 16 compliance: The company reported all required filings were timely in FY25 except one Form 4 related to another officer; no Favreau delinquencies were noted .
Governance Assessment
- Strengths:
- Independent status, regular executive sessions, independent Chairman, and full independence of standing committees support board effectiveness .
- Solid attendance and engagement metrics; all directors attended 2024 annual meeting .
- Ownership alignment: Favreau’s beneficial stake of 51,524 shares exceeds the director guideline threshold of 13,125 shares, reinforcing skin-in-the-game .
- Compensation Committee utilizes independent consultant (Compensia) deemed conflict-free; robust committee meeting cadence .
- Potential conflicts/RED FLAGS to monitor:
- Investor interlock: Favreau is a Partner at Engine Capital, which is a 5.2% shareholder; while the Board affirms independence, this dual role warrants ongoing oversight of related-person matters and recusals as needed .
- Related party governance controls are in place (Audit Committee reviews/approves related-person transactions), but investors should scrutinize any transactions or engagements involving Engine Capital or affiliates; none are disclosed in the proxy .
- Policy signals:
- Prohibition on hedging/pledging reduces alignment risk; stock ownership guidelines with five-year compliance horizon further align incentives .
- Elimination of certain supermajority voting requirements in 2024 indicates responsiveness to shareholder feedback and governance modernization .
Overall: Favreau contributes investor perspective and financial rigor via Compensation and Nominations committees, with strong attendance and alignment through meaningful share ownership; the Engine Capital interlock is the key area to monitor for conflicts, mitigated by independence determinations and related-party review procedures .