Christos Tsentas

About Christos Tsentas

Independent director since November 2022; age 38. Partner at Albion River LLC (aerospace/defense-focused direct investment firm) since 2020; prior investment banker at Kipps DeSanto & Co. (2009–2015). Serves on the board of Magpul Industries Corporation (firearms accessories/outdoor lifestyle). BS in Finance and Accounting (University of Virginia) and MBA (Columbia Business School). The Board determined he is independent under Nasdaq standards.

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Audit Committee Chair; committee currently consists of Russell W. Wallace, Jr., Randy E. Luth, and Christos Tsentas. The Board determined that Tsentas qualifies as an “audit committee financial expert.”
  • Nominations and Corporate Governance Committee member (committee consists of Christos Tsentas and Wayne Walker).
• Independence: Board determined Tsentas is independent under Nasdaq listing standards.
• Attendance and engagement:
  • FY ended March 31, 2025: Board held ~13 meetings; Audit Committee 5; Compensation 3; Nominations & Corporate Governance 19; each incumbent director attended at least 75% of Board and applicable committee meetings.
• Executive sessions: Four executive sessions held in FY ended March 31, 2025; presiding directors rotate by committee chair.
• Board size and composition: Anticipated five members post-2025 meeting, four independent.
• Nomination arrangement: Under the November 3, 2022 settlement agreement, the Company must include Messrs. Urvan, Tsentas, and Walker in the director slate until 20 days after Mr. Urvan’s departure; Urvan may designate replacements if any of these directors cannot serve.

Fixed Compensation

• Structure: Annual grant of 60,000 common shares; quarterly cash payments for Board and committee service; no options outstanding for directors at FY-end.
• Unvested awards: None of the directors held unvested stock awards or unvested options as of March 31, 2025.

Performance Compensation

• No performance-based components disclosed for non-employee directors; director equity grants are stated as common stock awards (time-based), and directors held no unvested awards as of FY-end.

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation (Item 407(d)(5) SEC Reg S-K).
• Finance and M&A background in aerospace/defense; board role at an industry manufacturer, aligning with POWW’s marketplace oversight needs.
• UVA BS Finance/Accounting and Columbia MBA.

Equity Ownership

• Hedging/pledging: Company policy prohibits director/officer hedging and pledging of company stock.

Governance Assessment

• Strengths:

  • Independent director with audit chair responsibilities and audit committee financial expert designation—supports board oversight of financial reporting and controls.
  • Strong attendance (>=75%) amid an active committee schedule, indicating engagement.
  • Formal policies: hedging/pledging prohibition and clawback policy adopted consistent with SEC/Nasdaq rules.

• Concerns and context for investors:

  • Special Committee investigation led to restatements for multiple periods (FY2022–FY2024 and Q1 FY2025), including errors in share-based compensation valuation, capitalization of share issuance costs, convertible instruments accounting, and disclosure of executive officers/related-party transactions; clawback recovery analysis ongoing.
  • Urvan Settlement Agreement obligates inclusion of Urvan Group Directors (including Tsentas) in the slate and grants designation rights to Urvan for replacements—potential board independence optics risk despite Nasdaq independence determinations.
  • Compensation Committee historically has not retained independent compensation consultants, which can be a process risk signal for pay governance (though this pertains to executive pay oversight, not director pay).

RED FLAGS

• Multi-period restatements due to accounting/disclosure control failures; clawback recovery analysis pending.
• Nomination/settlement terms conferring slate rights and replacement designation to a management-aligned director group (Urvan Group), potentially constraining board refresh independence.

• Shareholder sentiment: Last say-on-pay vote (Jan 5, 2024) approved at 88%, indicating general support for compensation framework at that time.

• Related-party exposure: Multiple Urvan-related transactions disclosed (e.g., Triton settlement funded and offset via Urvan share cancellations, receivables from entities owned by Urvan); Audit Committee (chaired by Tsentas) has oversight of related-party approvals per policy, which is important for mitigating conflict risk.

• Board composition and leadership: CEO also serves as Chairman; Board expects majority independence post-2025 meeting. Executive sessions conducted, supporting independent director deliberations.

• Compensation alignment (director-level):

  • FY2025 director comp mix for Tsentas skewed ~71% cash / 29% equity via common stock grant; no options or performance equity, limiting direct pay-for-performance linkage but aligning via share ownership.