David Douglas

About David Douglas

David Douglas (age 61) is an independent director nominee to the Board of Outdoor Holding Company (POWW) for election at the August 29, 2025 Annual Meeting. He is a seasoned financial executive with 20+ years of leadership across manufacturing, consumer products, and defense-related industries, serving for over a decade as CFO and a director at HUXWRX Safety Co. LLC. He holds an MBA from The Wharton School and a BA in Economics from the University of Pennsylvania. The Board has determined he meets Nasdaq independence standards and qualifies as an “audit committee financial expert,” signaling deep finance and controls expertise; if elected, his Board tenure would begin upon the 2025 Annual Meeting date.

Past Roles

External Roles

• No current public company directorships disclosed for David Douglas.

Board Governance

• Status: Independent director nominee; Board determined he meets Nasdaq independence criteria.
• Financial expertise: Board identified Douglas as qualifying as an “audit committee financial expert.”
• Committee assignments: Not specified pre-election; current Audit Committee comprises Russell W. Wallace Jr., Randy E. Luth, and Christos Tsentas (chair).
• Board composition post-2025 meeting: Anticipated 5 members, 4 independent.
• Leadership structure: CEO Steve Urvan also serves as Chairman (combined role).
• Attendance: In FY ended March 31, 2025, each incumbent director attended ≥75% of Board/committee meetings; Douglas was not on the Board in FY25.
• Executive sessions: 4 executive sessions of independent directors held in FY25.
• Hedging/pledging: Company prohibits director/officer hedging and pledging of shares.
• Clawback: Company-adopted clawback policy applies to current/former executive officers (not directors); a Special Committee investigation led to restated financials (FY22–FY24 and Q1 FY25) for share-based comp, capitalization, and convertible instrument accounting; recovery analysis is ongoing.
• Related-party transactions: Audit Committee oversees RPT policy (≥$120k threshold); no Douglas-related RPTs disclosed.
• Governance environment considerations: Urvan Group settlement preserved nomination rights for certain directors; 2025 settlement granted CEO-related entities warrants/notes (including a potential additional warrant subject to shareholder approval), highlighting sensitivity to conflict oversight and independence rigor.

Fixed Compensation

FY2025 non-employee director compensation (context for expected framework if Douglas is elected; FY2026 terms may change):

• Structure: Annual grant of 60,000 shares of common stock per director; plus quarterly cash payments for Board and committee service. None of the directors held unvested stock or option awards as of March 31, 2025.

Performance Compensation

• No performance-based equity or director-specific incentive metrics disclosed for non-employee directors; FY2025 director equity consisted of time-based stock grants, with no unvested awards outstanding at year-end.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial leadership: CFO/board member at a defense/commercial manufacturer; prior turnaround, operating optimization, and capital raising experience.
• Capital markets/transactions: Early career in investment banking and private equity.
• Education: MBA, The Wharton School; BA, Economics, University of Pennsylvania.
• Regulatory/controls: Designated by Board as an “audit committee financial expert.”

Equity Ownership

• Policy alignment: Directors are prohibited from hedging and pledging company stock.

Governance Assessment

• Positives

  • Independent nominee with deep finance and operating experience in adjacent defense/outdoor sectors; Board-designated audit committee financial expert enhances audit and controls oversight.
  • Hedging/pledging prohibitions and regular executive sessions support alignment and independent oversight.
  • Anticipated post-meeting Board composition includes a strong majority of independent directors (4 of 5).

• Watch items / Red flags (company-level context impacting board effectiveness)

  • Restatements and ongoing clawback analysis following Special Committee investigation into accounting and disclosure control issues require sustained audit and governance rigor; Douglas’s expertise is directly relevant.
  • Combined Chair/CEO structure (Urvan) elevates the need for robust independent director counterbalance and committee leadership.
  • Related-party and settlement dynamics involving the CEO (warrants/notes; potential additional warrant subject to shareholder approval) and prior Urvan Group nomination settlement underscore the need for vigilant conflicts oversight.

• Director compensation/ownership alignment

  • Director pay skews toward cash fees plus annual time-based stock grants (60,000 shares); no performance-conditioned director equity disclosed. Absence of unvested awards at FY-end reduces retentive risk but limits pay-for-performance linkage at the director level.

• Shareholder voice

  • Last say-on-pay (Jan 5, 2024) received 88% support, but subsequent restatement and governance remediations may recalibrate investor expectations; clear disclosure and strengthened controls are key to restoring confidence.