Jeff Toghraie
About Jeff Toghraie
Jeff Toghraie, age 58, has served as AXIL’s Chief Executive Officer and Chairman since June 2015 and is a managing director and principal at Intrepid Global Advisors, providing advisory services and bringing more than 20 years of experience with development-stage companies to AXIL . Under his tenure, AXIL reported FY 2025 sales of $26.26M (down 4.5% YoY), net income of $0.855M, and adjusted EBITDA of $2.43M (+21.3% YoY), with directional pay-versus-performance alignment reflected in CAP increases and TSR of $130.85 for a $100 initial investment benchmark .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Intrepid Global Advisors | Managing Director & Principal | Since Oct 2010 | Advisory roles; deep experience with development-stage companies to execute complex strategies |
| Various privately held development-stage companies | Director/advisor | 20+ years | Operational and strategic experience supporting innovative strategy implementation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Intrepid Global Advisors, Inc. | Managing Director & Principal | Since Oct 2010 | Also party to voting arrangements and consulting with AXIL (see related-party) |
Fixed Compensation
| Component | FY 2025 Actual | Source |
|---|---|---|
| Salary | $0 | No formal agreement until Aug 18, 2025; prior comp via consulting and equity |
| Bonus | $0 | No 2025 bonus disclosed for PEO |
| Other compensation (consulting fees to Intrepid) | $227,100 | Consulting fees paid to Intrepid, where Toghraie is managing director |
| Employment Agreement Terms (effective Aug 18, 2025) | Details |
|---|---|
| Base salary | $275,000 per year |
| Target annual bonus | Not less than 40% of base salary; may elect to receive salary/bonus in AXIL shares |
| Long-term incentives | Eligible at Board discretion |
| Change-of-control equity | 500,000 fully vested AXIL shares (subject to adjustment) upon CoC |
| Severance | 3x (base + greater of average last 3-year bonus or target bonus) upon termination without Cause or resignation for Good Reason (subject to release) |
| Clawback | Company-wide clawback adopted in 2024 per SEC/NYSE rules (3-year lookback on restatements) |
Performance Compensation
| Award type | Grant date | Size | Exercise price | Term/expiry | Vesting schedule |
|---|---|---|---|---|---|
| Stock options | Oct 14, 2024 | 350,000 | $4.01/share | 10/31/2034 | 48 equal monthly installments beginning Oct 31, 2024 |
| Stock options | May 10, 2022 | 155,000 (exercisable) | $1.80/share | 4/20/2032 | Time-based; currently fully exercisable |
| FY 2025 Equity Compensation Mix | Details |
|---|---|
| Option awards fair value (FY 2025) | $1,403,500 |
| Plan-level CoC accelerations | All options, performance shares, and restricted stock vest or become immediately exercisable on CoC unless otherwise provided in award agreement |
| Performance metrics in pay programs | Company states GAAP net income not used as a performance metric; compensation alignment observed via TSR/CAP |
Pay versus Performance (PEO)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Compensation Actually Paid to PEO ($) | 512,079 | (70,829) | 2,303,376 |
| Total Stockholder Return (value of $100) ($) | 163.08 | 133.54 | 130.85 |
| Net Income ($) | 1,824,575 | 2,003,134 | 854,988 |
Equity Ownership & Alignment
| Ownership snapshot | Aug 18, 2025 | Oct 22, 2025 (record date) |
|---|---|---|
| Beneficial ownership – Jeff Toghraie | 3,537,038 shares (46.1%) | 3,551,621 shares (45.6%) |
| Components | - Intrepid: 1,246,700 (shared voting/dispositive) - Vasquez shares subject to Intrepid voting agreement: 1,275,000 (shared voting) - Options exercisable within 60 days: 242,500 - Series A Preferred convertible into 772,838 common (shared dispositive; subject to 5% cap) | - Intrepid: 1,246,700 (shared voting/dispositive) - Vasquez shares under voting agreement: 1,275,000 (shared voting; agreement expires no later than Oct 17, 2026) - Options exercisable within 60 days: 257,083 - Series A Preferred convertible: 772,838 (5% beneficial ownership conversion cap applies) |
- Insider Trading Policy prohibits short sales, company derivatives, and hedging; pledging or margin accounts require prior written approval by the CEO, and the company itself avoids trading while in possession of MNPI .
- No director/officer 10b5-1 trading plans were adopted, modified, or terminated in the quarter ended May 31, 2025 .
Employment Terms
| Term | Provision |
|---|---|
| Agreement duration | Continues until termination per Agreement |
| Severance triggers | Termination without Cause or resignation for Good Reason; 3x base + bonus construct (release required) |
| Change-of-control treatment | (i) Equity under company Plan accelerates; (ii) 500,000 fully vested AXIL shares granted under the Agreement upon CoC; severance is separate and tied to termination |
| Other protections | Confidentiality, assignment of IP/work product, indemnification and D&O coverage |
| Clawback | Applies to incentive compensation for restatement; 3-year recoupment window; effective for awards on/after Feb 14, 2024 and outstanding as of that date |
Board Governance
- Board leadership: Roles of Chairman and CEO are combined; board policy allows flexibility and currently believes combination enhances alignment and communication; leadership structure reviewed periodically .
- Independence: 3 of 5 directors are independent (Dunne, Hundt, Ohri), with all committee members independent .
- Attendance: Board held seven meetings in FY 2025; directors attended at least 75% of meetings and respective committees; four directors attended the 2024 Annual Meeting .
- Risk oversight: Board and committees oversee strategic, operational, financial reporting, legal/compliance, cybersecurity, related parties/conflicts, and succession planning risks .
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit | Ohri, Hundt, Dunne | Ohri | Ohri designated “audit committee financial expert” |
| Compensation | Ohri, Hundt, Dunne | Hundt | Reviews CEO goals/comp, approves LTI awards, oversees clawback |
| Nominating & Corporate Governance | Ohri, Hundt, Dunne | Dunne | Oversees board composition, governance docs, independence |
Director Compensation (2025)
| Name | Cash fees ($) | Stock awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Peter Dunne | — | 20,750 | — | 20,750 |
| Nancy Hundt | — | 20,750 | — | 20,750 |
| Manu Ohri | — | 20,750 | — | 20,750 |
- RS grants: 5,000 restricted shares granted Jan 13, 2025, vest Jan 13, 2026; Toghraie and Brown do not receive separate director pay .
Say-on-Pay & Shareholder Feedback (Dec 18, 2024)
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 4,378,727 | 25,081 | 3,525 | 31,815 |
| Frequency of advisory votes (triennial approved) | One-year: 1,641,693; Two-years: 123,874; Three-years: 2,602,489; Abstain: 39,277; Broker non-votes: 31,815 |
Related-Party Transactions (Governance red flags to monitor)
| Counterparty | Nature | FY 2024 | FY 2025 | Notes |
|---|---|---|---|---|
| Intrepid Global Advisors (CEO is managing director) | Advances for working capital; consulting fees | Advances: $8,939,403; Repayments: $9,085,677; Consulting fees: $0 | Advances: $6,950,210; Repayments: $6,962,230; Consulting fees: $227,100 | Short-term, non-interest bearing; period-end small receivable/payable balances |
| BZ Capital Strategies (CFO/COO co-owner) | Consulting fees | $0 | $120,000 | CFO also a director |
Risk Indicators & Red Flags
- Combined CEO/Chairman structure; monitor for balance between management and independent oversight .
- Significant beneficial ownership and voting agreement concentrated with CEO and Intrepid; watch for control/entrenchment dynamics through Oct 17, 2026 .
- Equity Plan permits option repricing without shareholder approval, a governance risk if used during downturns .
- Broad single-trigger equity acceleration on change-of-control under Plan/Agreement may reduce retention incentives post-transaction .
- Ongoing related-party consulting and advancing arrangements with Intrepid/BZ Capital; ensure continued Audit Committee oversight .
Investment Implications
- Alignment: Toghraie’s ~46% beneficial stake, plus time-vested options, strongly aligns incentives with equity value creation; company policy restricts hedging/pledging, reducing misalignment risk .
- Incentive design: 2025 pay heavily equity-based with monthly vesting and no disclosed performance-based PSUs; new agreement introduces cash base and target bonus but lacks disclosed hard metrics, suggesting continued reliance on top-line execution and strategic milestones rather than GAAP targets .
- Change-of-control economics: Single-trigger 500,000 shares upon CoC and Plan-level equity acceleration could create near-term liquidity/selling pressure; severance requires termination (double-trigger for cash), moderating payout risk if retained .
- Governance: Combined Chair/CEO and option repricing authorization warrant monitoring; independent committees and an audit financial expert are positives, as is an adopted clawback policy .
- Trading signals: Monthly vest cadence, lack of 10b5-1 plans in recent quarter, and large concentrated ownership suggest lower routine selling but potential for event-driven sales around CoC or vest cliffs; insider policy curbs hedging and pledging .