H. Andrew Fulmer
Executive Vice President, Chief Financial Officer, and Treasurer at American Outdoor Brands
Executive
About H. Andrew Fulmer
Executive Vice President, Chief Financial Officer, and Treasurer of American Outdoor Brands (AOUT); serving as CFO and Treasurer since the spin-off from Smith & Wesson in August 2020 (continuing in the role he held pre-spin) . Under his finance leadership in FY25, AOUT delivered Net Sales of $222.3M (+10.6% YoY) and Adjusted EBITDA of $17.7M (+80.8% YoY); Gross Margin reached 44.6% (+60 bps), with new products at 21.5% of net sales .
Past Roles
Not disclosed in recent proxy statements (AOUT provides scaled executive disclosures as an Emerging Growth Company) .
External Roles
Not disclosed in recent proxy statements (scaled EGC disclosures) .
Fixed Compensation
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 400,000 | 414,000 |
| Target Bonus (% of Salary) | 65% | 65% |
| Actual Annual Incentive Paid ($) | 224,258 | 481,388 |
| Perquisites and Other ($) | 22,419 | 22,737 (Car allowance $10,800; 401(k) match $10,495; Other $1,442) |
Performance Compensation
Annual Cash Incentive (FY 2025)
| Metric | Weight | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Net Sales | 50% | $206.0M | $222.3M | 179.2% of target | Company excludes acquisitions from metrics |
| Adjusted EBITDA | 50% | $12.813M | $17.7M | 178.5% of target | See Appendix A for definition |
| Result | — | — | — | — | Actual bonus paid: $481,388 |
Long-Term Equity Incentives
| Award Type | Grant Date | Units/Value | Metric(s) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | 05/01/2024 | 17,626 RSUs; Grant-date FV $139,069 | Time-based | 25% each on 1st–4th anniversaries; settle on vest | Early vest on certain CIC-related terminations |
| PSUs (FY25 grant) | 05/01/2024 | 4,407 (Threshold); 17,626 (Target); 35,252 (Max) | Relative performance of AOUT vs Russell 2000 (RUT) over ~3 years | Shares delivered at end of performance period (~3 years) | Max shares capped at value = 600% of grant-date value; zero payout if underperform RUT by >10 pts |
| PSU Outcome (FY22 cycle) | — | — | Relative to RUT | — | FY22 PSUs were not earned (below minimum performance) |
| FY26 LTI Design Change | — | — | Three-year ROIC (40%) and 3-yr cumulative Adjusted EBITDA (60%) | PSU vesting on these internal metrics | RSUs move to 3-year vesting schedule |
Vesting schedules and delivery mechanics are governed by AOUT’s 2020 Incentive Compensation Plan and award agreements (including clawback and settlement provisions) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 105,417 shares (<1%) as of Sep 2, 2025 |
| Shares Outstanding (for % calc) | 12,656,774 as of Sep 2, 2025 |
| Unvested RSUs (as of Apr 30, 2025) | 1,294 (2021); 5,600 (2022); 12,254 (2023); 17,626 (2024) |
| Outstanding PSUs (reported at max) | 22,404 (2022); 32,678 (2023); 35,252 (2024) – subject to performance and value cap |
| Options | AOUT does not currently grant stock options to NEOs |
| Hedging/Pledging Policy | Directors and officers are prohibited from derivatives trading, hedging, and pledging/margining AOUT stock |
| Ownership Guidelines (CFO) | 2x base salary or 43,750 shares (lesser of) within 5 years |
| Compliance Assessment | Fulmer’s 105,417 shares exceed the 43,750-share CFO guideline (meets/exceeds) |
Note: Outstanding equity table reports PSU amounts at maximum per SEC rules; actual earned shares depend on performance and caps .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (non-CIC) | Executive Severance Pay Plan: base salary for ≥26 weeks; pro-rata earned bonus; COBRA reimbursement during severance period (if elected) |
| Severance (CIC-related) | If terminated without Good Cause during Potential CIC/CIC protection periods or resigns after Adverse CIC Effect: base salary for ≥52 weeks; lump sum = average of prior 2 years’ cash bonus; full vesting of all unvested employee-awarded equity; COBRA reimbursement during severance period |
| Non-Compete / Non-Solicit | Non-compete during employment and the longer of 6 months post-termination or the severance period; non-solicit of employees for 12 months post-termination |
| Clawback | Company maintains a compensation recovery (clawback) policy compliant with SEC/Nasdaq; applies to incentive comp for 3 years preceding an Accounting Restatement |
| Insider Trading | Robust insider trading policy; compliance with blackout and MNPI rules |
| Equity Plans | 2020 Incentive Compensation Plan and ESPP in effect |
Investment Implications
- Pay-for-performance alignment: FY25 cash bonus sharply above target (179%/178.5% metric factors) reflects strong top-line and EBITDA outperformance, while FY22 PSUs paid 0%—evidence of downside realizable pay when shareholder returns lagged benchmarks . The FY26 shift to internal ROIC/EBITDA PSUs increases controllability but reduces direct TSR linkage; monitor goal rigor and disclosure around targets .
- Ownership/retention: Fulmer’s beneficial ownership exceeds CFO guideline (43,750 shares), signaling meaningful alignment; AOUT prohibits hedging/pledging, which reduces misalignment risk .
- Vesting and potential selling pressure: RSUs vest annually over four years (FY25 grants); PSUs settle at performance-period end. Upcoming RSU tranches and any earned PSU settlements could create periodic liquidity events, but delivery is programmatic and subject to performance for PSUs .
- Change-in-control economics: Single-trigger equity acceleration is limited; equity vests upon CIC-related termination (double-trigger structure), with one year of salary and a bonus average, which is moderate by small-cap standards but implies potential dilution on CIC; consider in M&A scenarios .
Sources: AOUT 2025 and 2024 DEF 14A proxy statements; AOUT Form 8-K (Aug 26, 2020). All data and quotations as cited.