Gregory J. Gluchowski, Jr.
About Gregory J. Gluchowski, Jr.
Independent director of American Outdoor Brands (AOUT) since 2020; age 60. Chairs the Compensation Committee and serves on the Audit Committee, with the Board designating him an audit committee financial expert. Background spans CEO roles and senior operations leadership across hardware, home improvement, and security products; currently President & CEO of Hampton Products International (since Feb 2021). The Board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hillman Group, Inc. (NASDAQ:HLMN) | President & Chief Executive Officer | Sep 2015 – Sep 2019 | Led a ~$1.4B hardware solutions provider; omni‑channel execution |
| Spectrum Brands Holdings, Inc. (NYSE:SPB), Hardware & Home Improvement (HHI) Division | President | Six years (prior to Sep 2015) | Led a ~$1.4B division; global operations leadership |
| Black & Decker Corporation | VP Global Operations; GM Mexican Operations & Director North American Operations; GM Kwikset Waynesboro | Oct 2005 – Dec 2009; Mar 2003 – Sep 2005; Jan 2002 – Jun 2003 | Multi‑site operations leadership across NA and Mexico |
| Phelps Dodge Corp. — Wire & Cable Group | Senior Vice President, Customer Satisfaction (and prior roles) | 1988 – 2001 | Executive leadership in industrial manufacturing |
| Milacron Holdings Corp. (NYSE) | Director | 2017 – 2019 | Board oversight for industrial technology supplier |
| Smith & Wesson Brands, Inc. (SWBI) | Director | Jun 2015 – Aug 2020 | Board service at AOUT’s former parent |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hampton Products International | President & Chief Executive Officer | Since Feb 2021 | Leads residential/commercial security and cargo solutions provider |
| UniKey Technologies | Director | Since Oct 2019 | Board member for smart access technology company |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Audit committee financial expert designation: Board determined Ms. Gallagher and Messrs. Gluchowski and Marconi qualify .
- Independence: Board determined Gluchowski is independent under Nasdaq/SEC standards .
- Attendance/engagement: FY25 Board met 8 times; Audit 4; Compensation 5; Nominating & Governance 6; Sustainability Sub‑Committee 3; no director attended fewer than 75% of applicable meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet regularly without management; Chairman presides .
- Stock ownership/hedging policies: Non‑employee directors must hold the lesser of 3× cash retainer or 13,125 shares; prohibitions on hedging and pledging of company stock for directors/officers .
- Clawback policy: Company maintains executive incentive compensation recovery for accounting restatements (administered by Compensation Committee) .
- Governance enhancements: Company eliminated certain supermajority voting requirements after 2024 shareholder vote, aligning bylaws with best practices .
Fixed Compensation
| Item | Amount | Source/Notes |
|---|---|---|
| FY25 Fees Earned or Paid in Cash | $108,033 | Includes annual retainer and committee chair/member fees |
| FY25 Stock Awards (RSUs grant-date fair value) | $88,254 | Director equity grant (time‑based RSUs) |
| FY25 Total Director Compensation | $196,287 | Sum of cash and equity |
| Standard Annual Cash Retainer (Non‑employee Director) | $70,000 | Applies to all non‑employee directors |
| Chair, Compensation Committee Fee | $25,000 | Role‑based cash fee |
| Audit Committee Member Fee (non‑chair) | $8,000 | Role‑based cash fee |
| Meeting Fees (per committee meeting >10/year) | $1,500 | Incremental per meeting, if applicable |
Performance Compensation
Directors do not receive performance‑based pay; equity is time‑based RSUs.
- Initial/new director RSU grant ≈ $85,000; annual RSU grant ≈ $85,000; both vest monthly over 12 months .
- No PSUs or option awards disclosed for directors; RSUs are not tied to financial/ESG metrics .
| Equity Instrument | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | ≈$85,000 | Monthly vesting over 12 months | None (time‑based) |
| RSUs (FY25, Gluchowski grant-date fair value) | $88,254 | Monthly vesting per director program | None |
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Notes |
|---|---|---|---|
| Smith & Wesson Brands, Inc. (SWBI) | Director | Jun 2015 – Aug 2020 | AOUT licenses certain brands from SWBI; no related‑party transactions disclosed in FY25 proxy |
| Milacron Holdings Corp. | Director | 2017 – 2019 | Prior public board service |
- Compensation Committee interlocks: Company disclosed no compensation committee interlocks/insider participation in FY25 .
- Related‑party transactions: Audit Committee oversees; none specifically disclosed involving Gluchowski in FY25 proxy .
Expertise & Qualifications
- Executive leadership of global, high‑volume consumer hardware/security businesses; omni‑channel distribution; deep operations and manufacturing expertise .
- Financial oversight competency recognized via Audit Committee financial expert designation .
- Board experience at multiple public companies (SWBI, Milacron) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Gregory J. Gluchowski, Jr. | 77,713 | <1% | Includes 1,596 RSUs vesting/deliverable within 60 days |
- Ownership alignment: Meets/exceeds director stock ownership guideline threshold of 13,125 shares for non‑employee directors .
Governance Assessment
- Strengths: Independent director; Compensation Chair with demonstrated operations background; designated Audit Committee financial expert; robust attendance and engagement; anti‑hedging/pledging and ownership guideline policies support alignment .
- Potential conflicts: External CEO role at Hampton Products International, a security solutions provider adjacent to AOUT categories—no related‑party transactions disclosed; Audit Committee reviews any such matters .
- Signals: Director pay mix balanced between cash and equity (RSUs), reinforcing alignment; company maintains clawback and recently improved governance (supermajority removal), supporting investor confidence .
- Risk indicators: No Section 16(a) delinquency disclosed for Gluchowski; one administrative error noted for a different officer only .