Brian D. Murphy
About Brian D. Murphy
Brian D. Murphy, 41, has served as President, Chief Executive Officer, and Director of American Outdoor Brands (AOUT) since the company became public in August 2020; prior roles include Co-CEO of Smith & Wesson Brands (SWBI), divisional president roles at SWBI, and earlier M&A/FP&A leadership at Vista Outdoor and Alliant Techsystems, with prior stints at McMaster-Carr and Houlihan Lokey . In AOUT’s fiscal 2025 bonus program, performance metrics were Net Sales and Adjusted EBITDA (50%/50% weighting), with results of $222.3 million Net Sales and $17.7 million Adjusted EBITDA producing above-target payout factors of 179.2% and 178.5%, respectively . AOUT’s long-term incentive program for FY2025 granted Murphy both service-based RSUs and performance-based PSUs; FY2026 PSU design shifts to internal metrics (60% three-year cumulative Adjusted EBITDA, 40% three-year average ROIC) to better align with controllable value drivers . Murphy is an employee director (not independent) and the roles of CEO and Board Chair are separated at AOUT, with Barry M. Monheit serving as independent Chairman .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Outdoor Brands (AOUT) | President, CEO, and Director | Aug 2020–present | Led spin-out era execution; alignment of incentives to Net Sales/Adj. EBITDA and multi-year equity metrics |
| Smith & Wesson Brands (SWBI) | Co-President and Co-CEO | Jan 2020–Aug 2020 | Senior leadership ahead of AOUT separation |
| SWBI | President, Outdoor Products & Accessories Segment | May 2017–Jan 2020 | Ran segment that became AOUT, giving deep operational exposure |
| SWBI | President, Outdoor Recreation Division | Dec 2016–May 2017 | Division later collapsed into Outdoor Products & Accessories |
| Vista Outdoor Inc. | VP, Corporate Development | Feb 2015–Dec 2016 | Corporate development/M&A leadership in outdoor products |
| Alliant Techsystems (ATK) | Director, M&A and Director, FP&A | Apr 2013–Feb 2015 | M&A/FP&A roles across aerospace/defense/outdoor goods |
| McMaster-Carr Supply Co. | Management roles | Apr 2011–Mar 2013 | Operations/management experience |
| Houlihan Lokey | Investment banker | May 2006–Oct 2010 | Strategic/M&A advisory; restructuring/recaps |
External Roles
- No additional public company directorships for Murphy were disclosed in AOUT’s proxy biography beyond his AOUT directorship .
Fixed Compensation
- Base salary increases approved by the Compensation Committee:
- FY2024: $600,000 (from $551,000 in FY2023)
- FY2025: $621,000 (from $600,000 in FY2024)
- Employment agreement states base salary entitlement of $500,000, subject to annual review and increases; actual salary has been set higher by the Committee in subsequent years .
Multi-year Summary Compensation (CEO)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Salary ($) | 535,000 | 551,000 | 600,000 | 621,000 |
| Bonus ($) | — | — | — | — |
| Stock Awards ($) | 1,061,629 | 1,246,979 | 1,267,221 | 1,085,767 |
| Option Awards ($) | — | — | — | — |
| Non-Equity Incentive ($) | — | — | 517,519 | 1,110,897 |
| All Other Comp ($) | 52,662 | 33,349 | 42,667 | 45,006 |
| Total ($) | 1,649,291 | 1,831,328 | 2,427,407 | 2,862,670 |
FY2025 Perquisites detail (All Other Comp)
| Component | Amount ($) |
|---|---|
| Car allowance | 18,000 |
| Insurance premium reimbursement | 13,972 |
| 401(k) matching contributions | 10,520 |
| Other | 2,514 |
| Total | 45,006 |
Performance Compensation
Annual Cash Incentive (FY2025)
| Item | Murphy |
|---|---|
| Target bonus (% of salary) | 100% |
| Target bonus ($) | 621,000 |
| Metrics and weights | Net Sales 50%; Adjusted EBITDA 50% |
| Performance targets | Net Sales $206.0M; Adj. EBITDA $12.813M |
| Thresholds | Net Sales $185.4M (90% of target); Adj. EBITDA $9.3M (72.3% of target) |
| Actual results | Net Sales $222.3M; Adj. EBITDA $17.7M |
| Payout factors | Net Sales 179.2%; Adj. EBITDA 178.5% of target |
| Actual bonus paid ($) | 1,110,897 |
Long-Term Incentives
RSU Grants (FY2025 design and award)
| Detail | Murphy |
|---|---|
| FY2025 RSUs granted (units) | 64,629 |
| Grant date fair value ($) | 509,923 |
| Vesting | 25% per year over four anniversaries of grant |
| CIC treatment | Full acceleration if terminated without cause or resigns after adverse change during CIC protection periods |
PSU Grants (FY2025 design)
| Detail | Murphy |
|---|---|
| Threshold / Target / Max (units) | 16,157 / 64,629 / 129,258 |
| Performance metric | Relative TSR vs Russell 2000 over ~3 years |
| Payout curve (high level) | 0% below -10% vs RUT; 25% at -10%; 100% at +5%; 200% at +10% or more; capped at 600% of grant-date value |
| Settlement timing | At end of the performance period (approx. 3 years) |
PSU/RSU Program Changes for FY2026 Awards
- PSUs: Move to internal metrics — 60% three-year cumulative Adjusted EBITDA and 40% three-year average ROIC; acquisition/disposition adjustments specified to normalize the metrics .
- RSUs: Vest over three years (vs four), to maintain competitive LTI design .
Outstanding Equity at FY2025 Year-End (as of April 30, 2025)
| Grant Date | Unvested RSUs (units) | MV of Unvested RSUs ($) | Unearned PSUs (units) | MV of Unearned PSUs ($) |
|---|---|---|---|---|
| 05/03/2021 | 4,703 | 52,815 | — | — |
| 05/02/2022 | 20,537 | 230,631 | 82,150 | 922,945 |
| 05/01/2023 | 44,934 | 504,609 | 119,824 | 1,345,624 |
| 05/01/2024 | 64,629 | 725,784 | 129,258 | 1,451,567 |
Notes: No stock options reported in FY2024–FY2025 SCT; equity vehicles are RSUs/PSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Sep 2, 2025) | 195,042 shares; 1.5% of outstanding (base 12,656,774 shares) |
| Ownership guidelines (CEO) | Hold the lesser of 3x base salary or 93,750 shares |
| Compliance status | 195,042 shares exceeds 93,750-share guideline threshold |
| Hedging/pledging policy | Directors and officers are prohibited from derivatives/hedging and from pledging or margining AOUT stock |
| Vested vs unvested (equity awards) | See outstanding awards table; multiple tranches of unvested RSUs and unearned PSUs outstanding as of FY2025 YE |
Employment Terms
| Provision | Key Terms |
|---|---|
| Base salary (agreement) | $500,000, subject to annual review; actual salary set by Committee (see Fixed Compensation) |
| Termination without cause | 18 months of base salary; pro rata annual bonus (to extent earned); company medical coverage or COBRA reimbursement up to 18 months; vested pro rata portion of stock awards scheduled to vest in year of termination |
| Change in control (CIC) | If, following CIC, agreement not kept whole or status/duties/authority/compensation reduced (including not being CEO of successor; successor not exchange-listed; or termination/reduction within one year), Murphy may terminate and receive: 18 months base salary; 150% of the average cash bonus paid for the two fiscal years prior to termination, paid over 18 months; medical coverage or COBRA reimbursement up to 18 months; all unvested employee stock-based awards vest at termination |
| Non-compete | 18 months post-termination in geographies where AOUT sells during his employment |
| Non-solicit | 18 months post-termination; includes employees employed within 12 months prior to termination |
| Release requirement | Benefits contingent on execution of standard release of claims |
| Clawback | 3-year recovery policy for excess incentive compensation upon Big R or Little r restatement; administered by Compensation Committee; no restatements in FY2025 |
Board Governance
- Director since 2020; employee director (not independent) .
- Current committee roles: none (as of 2025 committee roster) .
- Board leadership: CEO and Chairman roles separated; Barry M. Monheit is independent Chairman .
- Board/committee activity FY2025: Board met 8 times; Audit 4; Compensation 5; Nominating & Corporate Governance 6; Sustainability Sub-Committee 3; no director attended <75% of meetings .
- Compensation Committee uses independent consultant (Compensia); Committee determined independent with no conflicts .
- 2025 Annual Meeting proposals included director elections and auditor ratification; no advisory say-on-pay vote listed in 8-K results .
Committee Memberships (2025 proxy)
| Director | Audit | Compensation | Nominating & Corp Gov | Sustainability Sub-Committee |
|---|---|---|---|---|
| Barry M. Monheit | X | X | Chair | |
| Bradley T. Favreau | X | X | ||
| Mary E. Gallagher | Chair | X | ||
| Gregory J. Gluchowski, Jr. | X | Chair | ||
| Luis G. Marconi | X | Chair | X | |
| Brian D. Murphy |
Investment Implications
- Pay-for-performance alignment: FY2025 annual bonus tied 100% to financials (50% Net Sales/50% Adjusted EBITDA) with above-target results (payout factors ~179%) driving higher cash incentive; indicates strong operational execution and a design that directly links pay to results .
- LTI structure and risk: Significant unvested RSU/PSU overhang (e.g., 134,803 unvested RSUs across 2021–2024 grants and multiple PSU tranches outstanding) creates identifiable vesting events that can translate to periodic insider selling pressure post-vesting windows; RSU vesting cadence is annual on grant anniversaries (moving to three-year schedule for FY2026 RSUs) .
- Metric evolution: Shift from relative TSR PSUs to internal three-year Adjusted EBITDA/ROIC metrics for FY2026 should improve line-of-sight and controllability, but reduces direct market-relative alignment; investors should monitor goal rigor and any acquisition/disposition adjustments embedded in targets .
- Retention and CIC economics: 18-month salary continuation and pro rata bonus for no-cause terminations, plus CIC acceleration of all employee equity, represent moderate-to-meaningful retention value; post-CIC “good reason”-style triggers are broad (status/listing conditions), implying real cost in a sale scenario .
- Ownership alignment and governance: At 195,042 shares (1.5%), Murphy exceeds the CEO ownership guideline (93,750 shares alternative threshold), with hedging/pledging prohibited—strong alignment signals; separation of CEO/Chair and independent committees mitigate dual-role governance risks .
- Process quality: Compensation Committee employs an independent consultant (Compensia) and states an explicit clawback policy (Big R/Little r), supporting discipline and investor protections; no restatements in FY2025 .