Mary E. Gallagher
About Mary E. Gallagher
Mary E. Gallagher, age 60, is an independent director of American Outdoor Brands (AOUT) since August 2020 and currently chairs the Audit Committee and sits on the Nominations & Corporate Governance Committee; she is designated an “audit committee financial expert.” A certified public accountant (CPA), her background includes senior finance roles at Wheels Up, United Technologies’ Sikorsky Aircraft, and Olin Corporation, plus earlier tenure at KPMG. In FY25, the Board confirmed all directors (except the CEO) are independent; the Board held eight meetings and no director attended fewer than 75% of their Board and committee meetings; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wheels Up | Chief Financial Officer | Jul 2016–Mar 2018 | Executive finance leadership; aviation industry exposure |
| United Technologies (Sikorsky Aircraft) | Chief Financial Officer | Nov 2013–Jun 2016 | Aerospace; large-scale finance operations |
| Olin Corporation | Vice President, Controller | 1996–2004 | Public company controls; ammunition business familiarity |
| KPMG | Audit/M&A/Consulting/Training | ~9 years (pre-1996) | CPA credential; audit and transactions experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leonardo DRS (NYSE: DRS) | Director | Since Apr 2021 | Defense technology prime contractor; governance oversight |
| Novaria Group (Private) | Director | Since Mar 2020 | Aerospace/defense components; private board role |
| IronNet (NYSE: IRNT) | Director | Aug 2021–Aug 2023 | Cybersecurity products/services; prior public board role |
Board Governance
- Committee assignments: Audit Committee Chair; Nominations & Corporate Governance member; designated “audit committee financial expert.”
- Independence: Independent under Nasdaq and SEC rules.
- Board/committee activity (FY25): Board 8 meetings; Audit 4; Compensation 5; Nominations & Corporate Governance 6; Sustainability 3; no director <75% attendance; all directors attended 2024 annual meeting.
- Executive sessions held regularly with independent directors only; independent Chair presides.
- Policies: Prohibits director/officer hedging/derivatives and pledging/margining company stock; stock ownership guidelines require non-employee directors to own ≥ the lesser of 3× cash retainer or 13,125 shares within 5 years.
Shareholder support signal (2025 annual meeting votes):
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Mary E. Gallagher | 9,415,616 | 98,240 | 16,815 | 1,758,979 |
Fixed Compensation (Director)
Structure and FY25 actuals:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard for non-employee directors |
| Committee chair fees | $25,000 (Audit Chair) | If chairing Audit/Comp/Nominating |
| Committee membership fees | $8,000 per committee (non-chair) | Audit/Comp/Nominating members |
| Sustainability Sub-Committee | $8,000 (member) | If serving |
| Meeting fees (excess) | $1,500 per committee meeting >10/year | Applies only beyond 10 meetings per committee |
Mary E. Gallagher FY25 compensation:
| FY25 | Cash Fees | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Director compensation (FY25) | $103,000 | $88,254 | $191,254 |
Performance Compensation (Director)
- Annual director equity grants: RSUs with grant-date value ≈ $85,000 at initial appointment/election and ≈ $85,000 following each annual meeting; vest monthly over 12 months. No options are used for director compensation.
- Performance metrics: None disclosed for director equity grants (time-based RSUs; no PSU metrics for directors).
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Leonardo DRS | Defense | Director | Defense technology; no disclosed related-party transactions with AOUT |
| Novaria Group | Aerospace/Defense supply | Director | Private; no disclosed related-party transactions with AOUT |
| IronNet | Cybersecurity | Former Director | Past role; no disclosed AOUT transactions |
The Audit Committee oversees and approves any related-party transactions; proxy describes procedures and indemnification agreements but lists no specific director-related transactions.
Expertise & Qualifications
- CPA; audit/controls expertise; designated “audit committee financial expert.”
- Senior finance leadership across aerospace/aviation/industrial sectors; prior CFO roles.
- Public company governance experience on multiple boards.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 46,716 shares; includes 1,596 RSUs vesting/deliverable within 60 days of record date |
| Ownership % of outstanding | Less than 1% (out of 12,656,774 shares outstanding as of Sep 2, 2025) |
| Vested vs. unvested breakdown | Includes RSUs deliverable within 60 days; director RSUs settle per plan; no options disclosed for directors |
| Pledging/hedging | Prohibited for directors (policy) |
| Ownership guideline comparison | Guideline is ≥ the lesser of 3× retainer or 13,125 shares; her 46,716-share beneficial ownership exceeds the 13,125-share threshold. |
Governance Assessment
- Effectiveness: As Audit Committee Chair and a CPA/audit expert, Gallagher strengthens financial oversight, controls, and auditor independence; the Audit Committee met four times in FY25 and issued its report with her as signatory chair.
- Independence and engagement: Independent status confirmed; robust attendance record across Board/committees; regular independent executive sessions.
- Alignment: Meaningful personal share ownership relative to director guideline; equity paid in RSUs aligns director incentives with long-term shareholder value.
- Shareholder confidence: Strong re-election support in 2025 (9.42M “For” vs. 98k “Against”).
- RED FLAGS: None disclosed in proxy regarding related-party transactions, hedging/pledging, or attendance shortfalls. The company prohibits pledging/hedging; Audit Committee reviews related-person transactions.