Jeff Brown
About Jeff Brown
Jeff Brown, age 43, is AXIL’s Chief Financial Officer (since May 2024), Chief Operating Officer (since March 2017), and a Director (since February 2024). He holds an MBA from Pepperdine University and a BA in Political Science from UC Irvine . AXIL’s pay-versus-performance disclosures show equity-heavy incentives that align management compensation with TSR; the company does not use GAAP net income as a compensation performance metric . Reported TSR index values (initial $100) were $163.08 (FY2023), $133.54 (FY2024), and $130.85 (FY2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AXIL Brands, Inc. | CFO | May 2024–present | Finance leadership; equity-driven incentives and employment agreement executed Aug 2025 |
| AXIL Brands, Inc. | COO | Mar 2017–present | Operations leadership for fast-growing business |
| AXIL Brands, Inc. | Director | Feb 2024–present | Management voice on board; no committee membership |
| Polar Solar Inc. | Consultant | Jul 2016–Mar 2017 | Market entry support for residential solar panels |
| Mind Fitness Lab | Consultant | Jul 2016–Mar 2017 | Product and distribution for mental health mobile apps |
| RNA Pro | President | Jun 2012–Jul 2015 | Led distribution of agricultural supplements |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BZ Capital Strategies | Co-owner, Chairman, CFO | Ongoing | Investment and consulting vehicle; related-party services to AXIL |
Fixed Compensation
Employment agreement terms (effective Aug 18, 2025):
| Component | Amount/Terms |
|---|---|
| Base Salary | $225,000 per year |
| Target Bonus | Not less than 40% of base salary |
| Form of Pay | Executive may elect to receive salary and/or bonus in AXIL common stock |
| Benefits | Paid vacation per policy; eligibility in senior executive benefit plans |
Historical cash compensation (fiscal years):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $144,000 | $144,000 |
| Bonus ($) | $67,000 | $0 |
| Consulting Fees to BZ Capital ($) | — | $120,000 |
Performance Compensation
Option and equity awards:
| Grant Type | Grant Date | Shares/Options | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Stock Options | May 10, 2022 | 110,000 | $1.80 | Apr 20, 2032 | Fully vested as of record; shown exercisable at FY-end |
| Stock Options | Oct 14, 2024 | 250,000 | $4.01 | Oct 31, 2034 | 48 equal monthly installments beginning Oct 31, 2024 |
| Outstanding at FY-end | May 31, 2025 | 41,667 exercisable; 208,333 unexercisable (from 2024 grant) | $4.01 | Oct 31, 2034 | Continues monthly vesting schedule |
| Change-of-Control Equity | Aug 18, 2025 (agreement) | 175,000 fully vested shares upon Change of Control | N/A | N/A | Single-trigger equity; immediate vesting on CoC |
Performance metrics and payout structure:
- AXIL did not disclose quantitative performance metrics tied to executive payouts; pay-versus-performance notes that GAAP net income is not used in compensation programs and equity-based comp aligns with TSR directionally .
Equity Ownership & Alignment
Ownership snapshots (chronologically ordered):
| Metric | As of Oct 22, 2025 (Proxy Record Date) | As of Nov 3, 2025 (13D/A) |
|---|---|---|
| Total Beneficial Ownership (shares) | 298,060 | 535,143 |
| Ownership % of Common | 4.3% | 7.5% |
| Direct Common (Mr. Brown) | 15,143 | 15,143 |
| Options counted | 182,917 exercisable within 60 days | 360,000 total options (110,000 @ $1.80; 250,000 @ $4.01) |
| BZ Capital Common | 100,000 | 145,000 shared voting; 160,000 shared dispositive (includes partial conversions from Preferred) |
| Preferred Stock held by BZ Capital (as-converted common) | 0 after Jan 10, 2025 conversion of 2,000,000 Preferred into 100,000 Common | 60,000 as-converted from 1,200,000 Preferred purchased Oct 28, 2025; partial conversion executed Nov 3, 2025 (45,000 shares issued) |
| Hedging/Pledging | Company policy prohibits hedging and margin/pledging without CEO approval; no pledges disclosed |
Stock ownership guidelines:
- Not disclosed for directors/executives; no compliance data provided in proxy .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Effective Date | Aug 18, 2025 |
| Term | Continues until termination under agreement terms |
| Severance (Without Cause or Good Reason) | 2x (base salary + greater of average prior 3-year bonus or target bonus), subject to release |
| Change-of-Control (CoC) Equity | 175,000 fully vested AXIL shares on CoC (single trigger) |
| Equity Plan CoC Treatment | Options, performance shares, restricted stock vest immediately upon CoC unless award agreement provides otherwise |
| Clawback Policy | Adopted 2024; recovers excess incentive comp for restatements for prior 3 completed fiscal years, per SEC/NYSE American rules |
| Confidentiality/IP; Indemnification & D&O | Customary confidentiality and IP assignment; indemnification and D&O insurance coverage provided |
Board Governance
| Item | Details |
|---|---|
| Board Service | Director since Feb 2024 |
| Independence | Not independent (executive officer); majority of board is independent |
| Committee Memberships | None (all committees comprised solely of independent directors) |
| Board Leadership | CEO is Chairman; combined roles; board cites alignment and communication benefits but continues to evaluate structure |
| Board Meeting Attendance | All directors serving in FY2025 attended ≥75% of meetings/committees; board held 7 meetings |
| Director Compensation | Employee directors (Toghraie, Brown) receive no separate director compensation |
Committee composition (FY2025):
| Committee | Members | Chair | Meetings FY2025 |
|---|---|---|---|
| Audit | Ohri, Dunne, Hundt | Ohri | 4 |
| Compensation | Dunne, Ohri, Hundt | Hundt | 1 |
| Nominating & Governance | Dunne, Ohri, Hundt | Dunne | 1 |
Related Party Transactions
- BZ Capital Strategies, where Brown is co-owner, Chairman and CFO, received $120,000 in consulting fees in FY2025 and $40,000 for the three months ended Aug 31, 2025 .
- CEO’s firm, Intrepid Global Advisors, received consulting fees and provided advances; oversight via Audit Committee for related-person transactions .
Compensation Structure Analysis
| Category | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Cash Salary | $144,000 | $144,000 | Agreement later lifts base to $225,000 (Aug 2025) |
| Cash Bonus | $67,000 | $0 | Target bonus ≥40% under new agreement |
| Option Awards (Grant-date FV) | $0 | $1,002,500 | 250,000 options @ $4.01; 48-month vest |
| Consulting Fees (BZ Capital) | — | $120,000 | Related party |
Observations:
- Shift toward equity-heavy incentives in FY2025 via significant option grant with long, time-based vesting .
- Formalization of employment terms in Aug 2025 increases guaranteed pay (base) and introduces single-trigger CoC equity grant, while cash severance remains double-trigger (termination required) .
Risk Indicators & Red Flags
- Single-trigger CoC share grant (175,000 shares) creates potential dilution/transaction incentives at change-of-control without termination requirement .
- Combined CEO/Chairman structure may raise independence concerns; mitigated by independent committees and majority-independent board .
- Related-party consulting fees to BZ Capital could introduce perceived conflicts; Audit Committee oversees related party transactions .
- Clawback policy adopted and insider trading policy prohibits hedging/pledging without approval, reducing alignment risks .
Director Compensation (for context; Brown is employee director)
| Director | Cash Retainer | Equity | Total FY2025 |
|---|---|---|---|
| Non-employee directors | — | 5,000 restricted shares (grant-date FV $20,750; vest Jan 13, 2026) | $20,750 |
| Jeff Brown | No separate director comp | N/A | N/A |
Say-on-Pay & Shareholder Feedback
- Not disclosed; proxy includes pay-versus-performance but no say-on-pay vote outcomes .
Expertise & Qualifications
- Education: MBA (Pepperdine), BA Political Science (UC Irvine) .
- Operational and finance experience across consumer/technology ventures; board cites his “deep industry knowledge” and execution focus .
Employment & Contracts Summary
| Item | Detail |
|---|---|
| Start dates | COO: Mar 2017; CFO: May 2024; Director: Feb 2024 |
| Agreement date | Aug 18, 2025 |
| Non-compete/Non-solicit | Not disclosed; agreement includes confidentiality/IP assignment |
| Auto-renewal | Agreement continues until termination per terms |
Investment Implications
- Alignment: Brown’s sizable derivative exposure (360,000 options), ongoing monthly vesting through Oct 2028, and ability to elect stock for salary/bonus increase sensitivity to share price, aligning incentives with TSR .
- Retention: Two-times cash severance and accelerated vesting provisions under the Plan provide retention value, while equity-heavy mix ties realized pay to stock performance; absence of disclosed non-compete may modestly elevate mobility risk .
- Trading Signals: Monthly vesting cadence can create steady potential supply; 13D/A updates show increased beneficial ownership via options and preferred conversions at BZ Capital, signaling continued capital alignment but potential overhang on liquidity around vesting and conversions .
- Governance: Dual executive-board role with a combined CEO/Chairman structure raises independence optics, but committees are fully independent and policies on clawbacks and hedging/pledging provide guardrails .