Nancy Hundt
About Nancy Hundt
Independent director of AXIL Brands, Inc.; age 57 as of the record date; serves on the Board since May 2015. Background in retail operations and strategic planning, currently COO of Academy Optical, Inc., with prior service as Director of Operations and long-standing involvement with the American Board of Opticianry (ABO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Academy Optical, Inc. | Chief Operating Officer | Feb 2019–present | Retail operations leadership; strategic planning |
| Academy Optical, Inc. | Director of Operations | Sep 2009–Feb 2019 | Operational oversight; retail execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Board of Opticianry (ABO) | Representative | Oct 1991–present | Optical industry retail group involvement |
Board Governance
- Independence: The Board determined Ms. Hundt is independent under NYSE American rules; AXIL’s Board is majority independent and all committee members are independent .
- Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Committee activity FY2025: Audit (4 meetings), Compensation (1 meeting), Nominating & Governance (1 meeting) .
- Board attendance: The Board met 7 times in FY2025; each current director attended at least 75% of Board and applicable committee meetings during their service period .
- Years of service: Director since May 2015 (Class I director continuing in office until the 2026 Annual Meeting) .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | AXIL paid no cash fees to non-employee directors in FY2025 |
| Committee membership fees | $0 | No separate committee membership fees disclosed |
| Committee chair fees | $0 | No separate chair fees disclosed |
| Meeting fees | $0 | No meeting fees; only equity awards provided |
| Equity grant (RSUs/restricted stock) | 5,000 shares | Granted Jan 13, 2025; unvested at FY2025-end |
| Grant-date fair value | $20,750 | Restricted common stock grant to each non-employee director |
| Vesting | Jan 13, 2026 | Standard one-year vesting per award notice |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based director pay | None disclosed; non-employee director compensation consisted solely of restricted stock awards in FY2025 |
Other Directorships & Interlocks
- No public company directorships for Ms. Hundt disclosed in AXIL’s proxy; external roles noted above (ABO; Academy Optical) .
Expertise & Qualifications
- 30+ years of retail industry strategic planning and advising; retail sales expertise aligned with AXIL’s consumer-facing operations .
- Governance involvement as Compensation Committee Chair, plus seats on Audit and Nominating & Governance committees, indicating broad oversight across pay, financial reporting, and board composition .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 12,273 shares | Less than 1% of outstanding shares |
| Ownership as % of shares outstanding | <1% | AXIL had 6,757,717 shares outstanding at record date |
| Unvested restricted stock | 5,000 shares | Vests Jan 13, 2026 |
| Vested shares (estimated) | 7,273 shares | Calculated from total beneficial ownership minus unvested restricted stock |
| Options | None disclosed | No options listed for Ms. Hundt in director compensation or ownership footnotes |
Governance Assessment
- Board effectiveness and independence: Ms. Hundt is one of three independent directors, chairs the Compensation Committee, and serves on Audit and Nominating—broad engagement that supports governance oversight .
- Attendance and engagement: At least 75% attendance threshold met; FY2025 committee activity included limited meetings for Compensation (1) and Nominating (1), with more frequent Audit oversight (4) .
- Alignment and incentives: Director pay is equity-only via restricted stock (no cash retainers or meeting fees), creating direct exposure to shareholder outcomes; grant of 5,000 shares with $20,750 fair value and one-year vesting supports alignment while remaining modest in scale .
- Conflicts/related-party exposure: AXIL disclosed related-party transactions with the CEO (Intrepid Global Advisors) and CFO (BZ Capital Strategies); no related-party transactions involving Ms. Hundt were disclosed, and the Audit Committee (which includes Ms. Hundt) oversees related party transactions and conflicts .
- Risk indicators and structural considerations:
- Combined CEO/Chair structure—Board believes it enhances alignment and execution; continuing evaluation noted .
- Concentrated control and voting arrangements: CEO beneficially owns 45.6% and has shared voting power via a voting agreement over an additional large block, which may influence board dynamics and shareholder outcomes .
- Clawback policy implemented in 2024, overseen by the Compensation Committee—positive governance mechanism for incentive recoupment tied to financial reporting restatements .
- Insider trading policy prohibits hedging and derivative trading; pledging requires CEO approval, reinforcing alignment safeguards (no pledging by Ms. Hundt is disclosed in the proxy) .