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Houman Akhavan

Director at Outdoor HoldingOutdoor Holding
Board

About Houman Akhavan

Independent director of Outdoor Holding Company (NASDAQ: POWW) elected August 29, 2025; age 47 . Seasoned e‑commerce and digital marketing executive: CEO of GCheck.com since 2023; former Chief Marketing Officer at CarParts.com (2019–2023), where he led platform consolidation, mobile-first transformation, and scalable marketing infrastructure; recognized by Similarweb for fastest growth in the automotive aftermarket. Sits on the Board of Directors at CDON Group (Nasdaq Stockholm: CDON.ST). Studied Computer Information Technology at Mt. Sierra College .

Past Roles

OrganizationRoleTenureCommittees/Impact
CarParts.com (NASDAQ: PRTS)Chief Marketing Officer2019–2023Led platform consolidation, mobile-first transformation, and scalable marketing infrastructure; Similarweb recognition for fastest-growing e-commerce in auto aftermarket .
GCheck.comChief Executive Officer2023–PresentTechnology-driven provider in pre-employment background checks .

External Roles

OrganizationRolePublic/PrivateNotes
CDON Group (CDON.ST)DirectorPublicNordic online marketplace; current board service .

Board Governance

  • Election mandate: Strong support at 2025 annual meeting (For: 57,142,368; Against: 1,251,147; Abstain: 229,149) .
  • Independence: Board determined Akhavan would be an independent director under Nasdaq standards .
  • Board composition/independence post-2025 AGM: 5 directors, 4 independent .
  • Leadership: CEO and Chair roles combined (Steve Urvan); independent directors hold regular executive sessions (4 in FY2025) .
  • Committees: Audit, Compensation, Nominations & Corporate Governance exist with published charters; FY2025 committee membership listed for incumbents. Akhavan’s committee assignments were not disclosed in the proxy or subsequent 8‑K election results .
  • Meetings and attendance (FY2025): Board 13; Audit 5; Compensation 3; Nominating 19. Each incumbent director attended ≥75% of meetings; Akhavan was not yet on the Board during FY2025 .
  • Policies: Hedging and pledging of Company stock prohibited for directors and officers . Related Party Transactions Policy adopted June 6, 2024; Audit Committee review required . Clawback policy compliant with SEC/Nasdaq; ongoing recovery analysis related to FY2022–FY2024 restatements .

Shareholder votes (context)

Proposal (Aug 29, 2025)ForAgainstAbstainBroker Non-Votes
Elect Houman Akhavan as Director57,142,3681,251,147229,14925,265,892
Say-on-Pay (advisory)55,334,7962,188,8951,098,97325,265,892
Say-on-Pay Frequency1 Year: 30,477,4452 Years: 426,3413 Years: 26,847,437871,441; Broker: 25,265,892

Fixed Compensation (Director)

ComponentDetailSource
Annual director equity60,000 shares of Common Stock granted in FY2025 to each director; aggregate fair value per director: $162,600
Cash feesQuarterly cash payments for Board/committee service (amount varies by role/workload)
Recent grant to Akhavan15,000 shares on 11/15/2025 as quarterly Board grant (no cash paid; equity at $0 grant price)

Notes: The Company’s 2025 LTIP was approved by shareholders at the 2025 annual meeting .

Performance Compensation (Director)

MetricApplies to Non-Employee Directors?Notes
Performance-based metrics (e.g., revenue, EBITDA, TSR)NoDirector compensation is composed of cash fees and time-based stock grants; no performance metrics disclosed for directors .

Other Directorships & Interlocks

  • Current public company board: CDON Group (CDON.ST). No related-party transactions involving Akhavan are disclosed in POWW’s proxy or related-party section .
  • No disclosed interlocks with POWW competitors/suppliers/customers.

Expertise & Qualifications

  • E-commerce and online marketplaces, performance marketing, customer acquisition, and digital strategy (deemed “unique, accretive, and much-needed” perspective for the Board) .

Equity Ownership

ItemDetailSource
Beneficial ownership at proxy record date (6/30/2025)Not listed (not yet a director)
Insider transaction15,000 shares acquired via Board grant on 11/15/2025
Hedging/pledgingProhibited for directors and officers
Stock ownership guidelinesNot disclosed for directors in the 2025 proxy

Governance Assessment

  • Positives:

    • Independence confirmed; strong shareholder mandate at election .
    • Skill fit: deep e‑commerce/marketplace expertise aligned with GunBroker.com strategy .
    • Alignment: recurring equity grants to directors; hedging/pledging prohibited .
    • Shareholder engagement: Say‑on‑Pay approved; frequency set to annual .
    • Nasdaq compliance regained following the 2025 annual meeting (all proposals approved) .
  • Watch items / potential red flags (company-level context):

    • Recent accounting restatements and Special Committee findings on prior periods; clawback process ongoing (governance remediation in progress) .
    • CEO/Chair duality persists; no disclosed Lead Independent Director; committee assignments for newly elected directors (including Akhavan) not yet disclosed in filings .
    • Significant related-party and settlement arrangements involving the CEO (e.g., warrants/notes under the 2025 settlement) increase sensitivity to independent oversight, though no such transactions are disclosed for Akhavan .
  • Attendance/engagement:

    • FY2025 attendance threshold (≥75%) was met by incumbents; Akhavan joined post‑FY2025—no attendance data yet .
  • Director compensation mix:

    • FY2025 structure blended cash (e.g., committee workload) and equity (60,000 shares). Akhavan’s initial Form 4 confirms quarterly 15,000 share grants, consistent with policy .

Related-Party Transactions (Akhavan)

  • None disclosed for Akhavan in the latest proxy’s Related Party Transactions section; Company policy requires Audit Committee approval for covered transactions .

Say‑on‑Pay & Shareholder Feedback

  • 2025 Say‑on‑Pay approved (For: 55,334,796; Against: 2,188,895; Abstain: 1,098,973); Say‑on‑Pay votes to be held annually per shareholder preference .

Appendix – Board/Committee Structure (FY2025 reference)

  • Committees with charters: Audit, Compensation, Nominations & Corporate Governance .
  • FY2025 committee meeting counts: Audit (5), Compensation (3), Nominations (19) .
  • NACD membership for continuing education .

Notes on data availability: Committee assignments for Akhavan were not disclosed in the July 14, 2025 proxy or the August 29, 2025 8‑K vote results . Insider Form 4 confirms initial equity grant on 11/15/2025 .