Steve F. Urvan
Outdoor HoldingAbout Steve F. Urvan
Steve F. Urvan, age 59, is Chief Executive Officer and Chairman of Outdoor Holding Company (ticker: POWW) and has served as a director since April 2021; he was appointed CEO and Chairman effective May 30, 2025 . He founded GunBroker.com in 1999 and led it until its April 2021 acquisition by the Company, and is founder/CEO of BitRail (since February 2018); he also remains active in Outdoors.com Digital Media, App Cohesion, and Gemini Southern . During fiscal 2022–2025, the company’s Pay-Versus-Performance disclosures show TSR declines and weaker profitability, with FY2025 negative GAAP net income and lower Adjusted EBITDA versus 2022–2024; details below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GunBroker.com | Founder and CEO | 1999–2021 | Built the largest online marketplace for firearms; platform acquired by the Company in April 2021, bringing deep industry/domain expertise in marketplaces . |
| BitRail | Founder and CEO | 2018–Present | Built compliant payments infrastructure; technology/fintech experience relevant to digital marketplace monetization and payments optimization . |
| Outdoors.com Digital Media | Founder/Principal | Ongoing | Outdoor lifestyle media; supports brand-building and audience development adjacent to the core marketplace . |
| App Cohesion | Founder/Principal | Ongoing | E-commerce technology platform; relevant to marketplace operations and tooling . |
| Gemini Southern | Merchant bank | Ongoing | Investment/transaction experience; supports capital markets and M&A perspectives . |
External Roles
- No additional public company directorships disclosed for Mr. Urvan beyond POWW .
Fixed Compensation
CEO fixed pay (upon appointment)
| Component | Terms | Effective Date |
|---|---|---|
| Base Salary | $1.00 for first year as CEO; other bonus/equity contingent on achieving Board‑approved performance benchmarks and subject to Board approval | May 30, 2025 |
Director compensation (FY 2025, while non-employee director prior to CEO appointment)
| Component | Amount |
|---|---|
| Cash Fees | $202,000 |
| Stock Awards | $162,600 |
| Annual Equity Program | Directors received 60,000 shares of Common Stock for FY2025 |
Performance Compensation
Long-term incentives and special instruments (Settlement-related)
| Instrument | Size / Terms | Strike | Vesting/Exercisability | Transfer/Lock-up | Status |
|---|---|---|---|---|---|
| Warrant No. 1 | 7,000,000 shares | $1.81 | Exercisable on/after 6 months from May 30, 2025; 5-year term; accelerated vesting upon insolvency/going concern events | Underlying shares transferable 25% at 1st, 2nd, 3rd anniversaries; 75% cap through year 3; Board approval otherwise; legends removal conditions apply | Issued to Urvan designee at Settlement Effective Date (May 30, 2025) |
| Additional Warrant (via Note 2 prepayment option) | 13,000,000 shares | $1.00 | Exercisable on/after 1-year from issuance; accelerated on Extraordinary Transactions/insolvency; 5-year term | Same staged transferability as above | Stockholders approved issuance Aug 29, 2025; Board exercised prepayment option and issued Warrant Sept 17, 2025, fully satisfying $39m Note 2 |
CEO variable pay plan (future)
- The Board directed the Compensation Committee to develop a CEO compensation plan with bonus/equity contingent on Board‑approved performance benchmarks (details to be set/approved; none disclosed yet) .
Clawback policy (company-wide)
- SEC/Nasdaq-compliant clawback adopted; following a Special Committee Investigation and restatement (covering FY2024, FY2023, FY2022 and June 30, 2024 quarter), recovery analysis of incentive-based compensation is ongoing as of the proxy filing .
Equity Ownership & Alignment
| Ownership detail | Amount / Term |
|---|---|
| Beneficial ownership (6/30/2025) | 17,326,710 shares (14.8% of outstanding) |
| Potential stake if both Warrants vest/exercise (illustrative) | ~26.9% immediately post-issuance if the 7.0m and 13.0m Warrants were exercised in full (based on outstanding at signing date) |
| Hedging/Pledging policy | Directors and officers are prohibited from hedging or pledging company stock |
| Section 16 filings | Company noted a late Form 4 by Mr. Urvan on May 15, 2025 for two transactions |
| Transfer restrictions on Warrant shares | 4-year staged transferability (25% each on years 1–3; 75% cap through year 3; Board approval otherwise); legends removal subject to Rule 144/registration conditions |
Implications:
- Equity exposure is significant; the $1 base salary and warrant overhang align incentives to long-term equity value creation, while the staged transfer restrictions mitigate immediate insider selling pressure .
Employment Terms
| Term | Detail |
|---|---|
| CEO appointment date | Effective May 30, 2025 |
| Salary | $1.00 in first year as CEO; additional bonus/equity contingent on Board‑approved performance benchmarks; subject to Board approval |
| Severance / Change-in-control | Not disclosed for Mr. Urvan in the 8-K Settlement or proxy; Settlement includes mutual releases and governance covenants; no explicit CEO severance economics provided |
| Non-compete / non-solicit | Not disclosed for Urvan (disclosed for other executives, but not for Urvan) |
Board Governance
- Roles and independence: Combined CEO and Chairman; Board deems it appropriate given size/scope and Urvan’s experience; Mr. Urvan is not independent (employed by the Company) .
- Board size/independence: Anticipated five directors post‑meeting, four independent; nominees and ages disclosed .
- Committees: Compensation Committee: Russell W. Wallace Jr., Wayne Walker, Randy E. Luth (independent); Committee has never retained an independent compensation consultant in prior fiscal years .
- Meetings/attendance: FY2025—Board ~13 meetings; Audit 5; Compensation 3; Nominating/Governance 19; each incumbent attended ≥75% of meetings; four executive sessions held without management (rotating presiding director) .
- Policies: Prohibitions on hedging/pledging by directors/officers; formal Related Party Transactions policy (Audit Committee oversight); SEC/Nasdaq clawback policy adopted .
Board service history (Urvan):
- Director since April 2021; appointed Chairman May 30, 2025; previously served as non-employee director (received director fees and equity) .
Independence issues / dual-role implications:
- Combined CEO/Chair concentrates authority; mitigants include majority‑independent board, independent committees, regular executive sessions, and governance policies (hedging/pledging ban, clawback) .
Director Compensation (FY2025)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Steve Urvan | 202,000 | 162,600 | 364,600 |
| Program note | Annual grant of 60,000 shares to directors; plus quarterly cash for Board/committee service . |
Performance & Track Record
Pay-versus-Performance metrics (Company disclosure; fiscal years ended March 31)
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 81.08 | 33.28 | 46.45 | 23.31 |
| Net Income (Loss) from Continuing Operations ($) | 11,386,419 | 517,607 | (8,472,225) | (68,326,499) |
| Adjusted EBITDA ($) | 45,180,796 | 31,127,571 | 23,966,553 | 15,252,865 |
Notes:
- Company disclosed it did not use financial performance measures to link “Compensation Actually Paid” to PEO/NEOs for 2025; graphs show relationships to Net Income and Adjusted EBITDA .
- 2024–2025: Special Committee Investigation led to accounting restatements; clawback recovery analysis ongoing .
Major governance/strategic developments
- Settlement Agreement (effective May 30, 2025) resolved Delaware litigation; appointed Urvan CEO and Chairman; issued 7.0m Warrant; issued $12m Note 1 (6.50%); $39m Note 2 with exchange option for 13.0m Additional Warrant; Board-directed CEO compensation plan (base $1.00, performance-contingent bonus/equity) .
- Stockholders approved issuance of Additional Warrant Aug 29, 2025; Company exercised prepayment option Sept 17, 2025, issuing 13.0m Warrant and satisfying Note 2 in full .
Compensation Committee Analysis
- Committee members: Wallace (Chair), Walker, Luth (independent) .
- Consultants: Committee has never retained an independent compensation consultant in prior fiscal years .
- Risk assessment: Company concluded policies/practices do not create risks reasonably likely to have a material adverse effect .
Related Party Transactions and Settlements
- 2022 Urvan Settlement: Standstill and board changes; company paid ~ $500k of Urvan Group costs; also notes Urvan’s separate obligations under the 2021 merger agreement for certain losses (letter of credit disclosure) .
- 2025 Urvan Settlement: Warrants and notes described; releases among parties; governance/standstill provisions for legacy directors; non-disparagement, Nasdaq determinations, and other covenants .
Say‑on‑Pay & Shareholder Feedback
- Jan 5, 2024 meeting: say‑on‑pay approved with 88% votes in favor .
- Aug 29, 2025 meeting: say‑on‑pay approved; vote counts: For 55,334,796; Against 2,188,895; Abstain 1,098,973; Broker non‑votes 25,265,892 .
- Say‑on‑frequency: Stockholders approved “1 Year” cadence (30,477,445 for 1-Year; 426,341 for 2-Years; 26,847,437 for 3-Years; 871,441 abstentions) .
- Board had recommended 3‑year frequency in the proxy .
Equity Ownership & Alignment (Detail)
| Item | Detail |
|---|---|
| Shares owned (6/30/2025) | 17,326,710 shares; 14.8% |
| Warrants | 7.0m @ $1.81 (5-year term; exercisable after 6 months); up to 13.0m @ $1.00 (issued 9/17/2025 upon Note 2 exchange; 5-year term; exercisable after 1 year) |
| Potential ownership | ~26.9% if both warrants fully exercised (based on shares outstanding at signing) |
| Policies | Hedging and pledging prohibited for directors/officers |
Risk Indicators & Red Flags
- Financial reporting restatements and ongoing clawback recovery analysis (governance and compensation recoupment risk) .
- Combined CEO/Chair structure (concentration of authority), albeit with majority‑independent Board and independent committees .
- Dilution/control dynamics: Shareholder‑approved Additional Warrant issuance and staged transferability for underlying shares; potential increase in ownership concentration if both warrants are exercised .
- Section 16 late filing by Urvan noted (May 15, 2025) .
Investment Implications
- Alignment and retention: $1 CEO base salary and large, long‑dated warrants tie Urvan’s economics to equity value creation; 4‑year staged transfer limits mitigate near‑term selling pressure but create longer‑term supply overhang as transferability milestones are reached .
- Capital structure and dilution: Exchanging Note 2 for a 13.0m warrant removed $39m debt and interest but increases prospective dilution; if both warrants are ultimately exercised, beneficial ownership could approach ~27%, reinforcing founder‑operator control dynamics alongside potential liquidity overhang .
- Governance and compliance: The restatement and clawback analysis, combined with prior proxy/settlement dynamics, suggest heightened governance scrutiny; however, say‑on‑pay passed comfortably and frequency was set to annual, increasing feedback cycles on compensation design going forward .
Key swing factors: execution on marketplace growth and monetization under tighter governance controls; demonstrating pay‑for‑performance under the new CEO plan; and managing dilution/overhang from warrants while aligning insider incentives with long‑term TSR and profitability **[1015383_0000950170-25-095580_poww-20250714.htm:24]** **[1015383_0000950170-25-095580_poww-20250714.htm:25]** **[1015383_0000950170-25-095580_poww-20250714.htm:58]** **[1015383_0001641172-25-012690_ex10-1.htm:3]** **[1015383_0001493152-25-014364_form8-k.htm:2]**.