Manu Ohri
About Manu Ohri
Independent Class II Director of AXIL Brands, Inc. since February 2024; age 69 at the 2025 record date. A CPA and Chartered Global Management Accountant with 30+ years in finance, compliance, M&A, and board-level advisory; designated “audit committee financial expert” under SEC rules. Previously CFO at GT Biopharma (Feb 2022–Jun 2024) and ToughBuilt Industries (Jan 2017–Jun 2019, also director), and management consultant at Anarjay Concepts (2010–2016); prior experience at Deloitte & Touche and PwC. If re-elected, his term runs to the 2028 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GT Biopharma, Inc. | Chief Financial Officer | Feb 2022 – Jun 2024 | Senior finance leadership at public biopharma |
| ToughBuilt Industries, Inc. | Chief Financial Officer; Director | Jan 2017 – Jun 2019 | Public company director experience |
| Anarjay Concepts, Inc. | Management Consultant | Jan 2010 – Dec 2016 | Advisory to private/public companies |
| Deloitte & Touche LLP; PricewaterhouseCoopers LLP | Audit/Consulting Experience | 7+ years (combined) | Big Four training; controls, reporting |
External Roles
| Organization | Role | Type | Tenure | Notes |
|---|---|---|---|---|
| ToughBuilt Industries, Inc. | Director | Public Company | Jan 2017 – Jun 2019 | Adds external board perspective |
| Shengda Network Technology, Inc. | Director | Public/Private (not specified) | Not disclosed | Prior directorship listed |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member); AXIL’s three standing committees each have independent members per SEC and NYSE American rules.
- Financial expertise: Board determined Mr. Ohri is an “audit committee financial expert” and financially sophisticated per NYSE American standards.
- Attendance and engagement: Board held seven meetings in fiscal 2025; each current director attended at least 75% of Board and applicable committee meetings; four directors attended the 2024 Annual Meeting.
- Committee meeting cadence FY 2025: Audit (4), Compensation (1), Nominating & Corporate Governance (1).
- Audit oversight: As Chair, the committee pre-approves auditor services; reviewed independence and recommended inclusion of audited financials in the FY2025 10-K; Salberg & Company, P.A. appointed for FY2026.
Fixed Compensation
| Fiscal Year | Annual Retainer (Cash) | Committee Chair Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| FY 2025 | $0 | $0 | $0 | $0 |
- AXIL paid no cash compensation to non-employee directors in FY 2025; CEO and CFO directors receive no separate director compensation.
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock | Jan 13, 2025 | 5,000 | 20,750 | Time-based; vests Jan 13, 2026 (unless otherwise provided) | None disclosed; no performance conditions specified (time-based vesting) |
- No options or PSUs were granted to non-employee directors in FY 2025; director equity comprised restricted stock only.
Other Directorships & Interlocks
| Director | Current Public Boards | Prior Public Boards | Interlocks with AXIL Suppliers/Customers | Notes |
|---|---|---|---|---|
| Manu Ohri | None disclosed | ToughBuilt Industries; Shengda Network Technology | None disclosed | No related-party transactions attributed to Mr. Ohri in AXIL’s related-party section; main related-party exposures involve CEO (Intrepid) and CFO (BZ Capital). |
Expertise & Qualifications
- CPA and CGMA credentials; deep experience in U.S./international accounting and reporting, investor relations, M&A, strategic planning, and project management.
- Audit committee financial expert designation; financial sophistication per NYSE American standards.
- Advanced education: MBA (University of Detroit), bachelor’s in commerce (University of Delhi).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Components / Notes |
|---|---|---|---|
| Manu Ohri | 20,001 | <1% | Includes 5,000 unvested restricted shares vesting Jan 13, 2026; includes 10,000 shares held by Anarjay Concepts Inc., where Mr. Ohri is principal. |
| Shares Outstanding (record date) | 6,757,717 | — | Basis for ownership percentages. |
| Pledging/Hedging | — | — | No pledging/hedging noted in ownership footnotes for Mr. Ohri. |
| Vested vs. Unvested | — | — | Unvested: 5,000 RS; remainder presumably vested/common; options not disclosed for directors. |
Insider Trades and Section 16
| Item | Status | Source |
|---|---|---|
| Section 16 compliance (FY 2025) | All directors/executives compliant; no delinquent reports noted |
Governance Assessment
-
Strengths
- Independence and expertise: Independent director across all committees, Audit Chair, and SEC-designated audit committee financial expert—supports robust oversight of reporting and controls.
- Engagement: Board and committee attendance at least 75% in FY 2025; committee cadence shows active oversight.
- Pay-for-governance alignment: No cash director pay; equity (time-based RS) aligns director interests with shareholders while limiting guaranteed compensation.
- Clean background: No legal proceedings in past 10 years disclosed.
-
Watch items / potential red flags
- Related-party environment: Material related-party transactions with CEO-affiliated Intrepid (advances and consulting) and CFO-affiliated BZ Capital (consulting) create oversight complexity; Audit Committee (chaired by Mr. Ohri) is tasked with reviewing/approving related-person transactions—heightening importance of rigorous committee independence and process.
- Ownership alignment: Mr. Ohri’s stake is <1%; while RS vesting provides alignment, overall skin-in-the-game is modest relative to AXIL’s concentrated ownership (CEO 45.6%).
- Limited disclosure on director ownership guidelines, hedging/pledging policies, and performance-linked director equity—reduces visibility into long-term alignment beyond time-based RS.
-
Implications for investors
- Audit oversight quality is a critical lens given related-party dynamics; Mr. Ohri’s expertise and chair role are positives, but continued monitoring of the committee’s handling of approvals and auditor interactions is warranted.
- The director compensation mix (no cash; RS only) is shareholder-friendly; however, low personal ownership may temper alignment in contested situations.