Peter Dunne
About Peter Dunne
Peter Dunne, age 84, has served as an independent director of AXIL since February 2024 and is nominated for a term expiring at the 2028 Annual Meeting . He was president of Peter Dunne Investments, LLC from March 2010 to December 2023, advising U.S. and international firms on Asia-market entry; previously he acted as a transactional advisor on high-profile financings and acquisitions (Forum at Caesars Palace; Ralph Lauren HQ; Beverly Wilshire Hotel; Four Seasons NY and Milan) . He holds a bachelor’s degree in business administration from St. John’s University and brings more than 20 years of strategic planning experience across domestic and international consumer and retail industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peter Dunne Investments, LLC | President | Mar 2010 – Dec 2023 | Corporate advisory firm; strategy for Asia market entry |
| Various projects (Forum at Caesars Palace; Ralph Lauren HQ; Beverly Wilshire; Four Seasons NY & Milan) | Transactional advisor | Not disclosed (prior to 2010) | Financing/development and acquisition advisory for marquee assets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public company directorships disclosed in AXIL’s proxy |
| Private/non-profit/academic boards | — | — | Not disclosed in AXIL’s proxy |
Board Governance
- Independence: AXIL’s Board determined Mr. Dunne is independent under NYSE American standards; all committee members are independent .
- Committee assignments (FY2025): Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee chair .
- Committee meetings (FY2025): Audit (4), Compensation (1), Nominating & Corporate Governance (1) .
- Board meetings and attendance: Board held 7 meetings in FY2025; all current directors who served during FY2025 attended at least 75% of Board and applicable committee meetings .
- Board leadership: CEO is also Chairman; Board believes combined role is currently in the company’s best interests; no lead independent director disclosed .
- Audit Committee remit includes oversight of financial reporting, compliance, cybersecurity, related party transactions, and conflicts; Mr. Ohri is designated financial expert; all members meet financial literacy requirements .
Fixed Compensation
| Component | FY2025 Amount |
|---|---|
| Annual cash retainer ($) | $0 (AXIL paid no cash compensation to non‑employee directors in FY2025) |
| Committee membership fees ($) | $0 |
| Committee chair fees ($) | $0 |
| Meeting fees ($) | $0 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant‑Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock | Jan 13, 2025 | 5,000 shares | $20,750 | Vests Jan 13, 2026 | None disclosed; time‑based vesting |
| Change‑of‑Control Treatment (Plan-wide) | — | — | — | Upon Change of Control: all restricted stock and RSUs vest; options become fully exercisable |
- Equity plan governance: AXIL’s plan permits option repricing without shareholder approval, a shareholder‑unfriendly feature and potential red flag .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Dunne |
| Interlocks with AXIL competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Strategic planning and M&A/transaction advisory expertise, including financings and acquisitions of marquee assets; consumer/retail industry exposure and international market entry (Asia) .
- Audit Committee service implies financial literacy (Board states all Audit members meet required literacy) .
- Governance leadership as chair of Nominating & Corporate Governance Committee .
- Education: B.S. in Business Administration, St. John’s University .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Notable Components |
|---|---|---|---|
| Peter Dunne | 31,250 | <1% | Includes 5,000 unvested restricted shares vesting Jan 13, 2026 |
- Pledging/Hedging policy: AXIL prohibits hedging and monetization; pledging requires prior CEO approval (policy applies to directors) .
- Ownership guidelines: Not disclosed for directors .
Governance Assessment
-
Strengths:
- Independent director with >20 years strategic planning and international advisory experience; brings consumer/retail perspective .
- Majority‑independent Board; Dunne sits on Audit and Compensation and chairs Nominating & Corporate Governance, enhancing oversight .
- Director pay is 100% equity in FY2025 (no cash fees), aligning director incentives with shareholder value .
- Clawback policy adopted in 2024 for executive incentive compensation; Compensation Committee oversees application .
- Audit Committee explicitly oversees related party transactions and conflicts; formal charters and governance documents posted .
-
Risks/Red Flags:
- Combined CEO/Chair without lead independent director reduces independent board leadership signal .
- Equity plan permits option repricing without shareholder approval—governance red flag (though directors received restricted stock in FY2025) .
- Related‑party transactions involve CEO’s and CFO/COO’s affiliated entities (consulting fees, advances), elevating conflict oversight needs (no Dunne-specific related‑party exposure disclosed) .
- Attendance is disclosed at “≥75%” rather than precise individual rates; stronger disclosure would enhance confidence .
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal (Dec 18, 2024) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 4,378,727 | 25,081 | 3,525 | 31,815 |
| Frequency of say‑on‑pay | One year: 1,641,693; Two years: 123,874; Three years: 2,602,489; Abstain: 39,277; Broker Non‑Votes: 31,815 (Board set triennial) |
Implication: High say‑on‑pay support suggests current compensation governance has broad shareholder backing; triennial cadence reduces vote frequency .
Related Party Transactions (Oversight Context)
- CEO’s affiliate Intrepid provided advances and received consulting fees; CFO/COO’s BZ Capital Strategies received consulting fees; Audit Committee reviews related person transactions .
- No related‑party transactions disclosed for Mr. Dunne .
Insider Trading, Cybersecurity, and Ethics Framework
- Insider Trading Policy bans hedging and derivatives; limits pledging (requires CEO approval) .
- Cybersecurity oversight by Audit Committee; quarterly reporting to Board and third‑party testing .
- Code of Business Conduct and Ethics applies to directors and officers; amendments/waivers disclosed via website/8‑K .
Overall: Peter Dunne is an independent, governance‑engaged director with strategic planning expertise and leadership of the Nominating & Corporate Governance Committee. His FY2025 compensation is entirely equity‑based with time‑based vesting, and he holds <1% of outstanding shares. Key governance risks center on AXIL’s combined CEO/Chair structure and option repricing permissibility under the plan; ongoing Audit/Nominating oversight—where Dunne participates and chairs—will be critical to mitigate related‑party exposure and sustain investor confidence .