Tod Wagenhals
Outdoor HoldingAbout Tod Wagenhals
Executive Vice President and Secretary of Outdoor Holding Company (formerly AMMO, Inc.) since 2017; age 61; BA in Communications from the University of Arizona . He led construction of the Company’s 185,000 sq. ft. Manitowoc, WI ammunition facility (opened 2022) and has deep experience in marketing and contract manufacturing . Company performance over FY 2023–FY 2025 shows revenues fell from $53.36M* to $44.43M*, while EBITDA moved from $15.07M* to -$42.83M*; cumulative TSR values in the proxy indicate shareholder returns weakened through FY 2025 . Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Outdoor Holding Company (POWW) | Executive Vice President, Secretary | 2017–2025 | Oversaw construction of 185,000 sq. ft. ammunition manufacturing facility; led marketing and contract manufacturing |
| Action Performance Companies, Inc. (Nasdaq: ACTN) | EVP, Secretary, Director | 1992–2000 | Managed operations, new product development, and contract manufacturing in China |
| Winners Companies, LLC | Managing Partner | 2011–2017 | Commercial development leadership |
| Kinesis Industries, LLC | Managing Member/Partner/President | 2008–2011 | Developed consumer micro-generation renewable energy products |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tod Wagenhals, Inc. (TWI) | Founder/Principal | 2000–? | Designed, manufactured, and distributed licensed sports/celebrity merchandise (NFL/NASCAR), plus PGA collectibles |
| Tour Fan Golf Collectibles | Division of TWI | 2000s | Marketed golf collectibles at major PGA events |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $230,000 | $230,000 | $230,000 |
| Target Bonus (%) | Not eligible | Not eligible | Not eligible |
| Actual Bonus ($) | $0 | $0 | $115,000 |
| All Other Compensation ($) | $4,571 | $18,517 | $14,335 |
Performance Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards (GAAP fair value $) | $1,262,300 | $0 | $0 |
| Option Awards (GAAP fair value $) | $0 | $0 | $0 |
- Equity award terms: Employment agreement provides 100,000 shares of Common Stock per year during the initial term (total 300,000 shares), granted annually; non-compete one year; not tied to specific performance metrics .
- FY 2025 vesting: 100,000 restricted shares vested; value realized on vesting $415,000 (based on market prices at vest dates) .
- Company-wide MBO program targets (for eligible employees): 30% Company EBITDA, 30% Division EBITDA, 40% Personal Goals; Tod is not eligible for an annual cash performance bonus under his agreement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,039,807 shares (<1% of outstanding) |
| Options – Exercisable/Unexercisable | None outstanding at FY 2025 |
| Vested vs. Unvested | No unvested awards at FY 2025; 100,000 shares vested (value realized $415,000) |
| Pledging/Hedging | Company prohibits directors/officers from hedging or pledging company stock |
| Ownership Guidelines | Not disclosed in proxy for executives |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated July 1, 2022; initial term through Dec 31, 2025; extendable up to three additional one-year terms |
| Base Salary | $230,000; 100,000 shares per year during initial term (time-based, not metric-linked) |
| Non-Compete | One year; non-solicit, confidentiality, non-disparagement provisions included |
| Termination – Without Cause | Six months salary and insurance benefits continuation |
| Change-in-Control | If terminated without cause or for good reason within 12 months post-CoC: salary for six months and for the remainder of term; 100% acceleration of remaining unissued/unvested equity; performance bonus through termination (if applicable) |
| Separation (2025) | Resigned as Secretary effective Sept 10, 2025; EVP resignation effective Dec 31, 2025 . Separation Agreement (Sept 16, 2025): cash severance $230,000 (12 months’ salary), reimbursement of reimbursable expenses, payout of accrued unused PTO; Company pays one month of COBRA premiums if elected |
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | $53,359,776* | $47,786,552* | $44,429,095* |
| EBITDA ($) | $15,067,696* | $9,267,787* | -$42,825,181* |
Values retrieved from S&P Global.*
Company TSR (value of $100 investment):
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| POWW TSR (Value of $100) | $81.08 | $33.28 | $46.45 | $23.31 |
| Peer Group TSR (Value of $100) | $82.71 | $63.39 | $68.38 | $62.21 |
- Key initiative: Led build-out and opening of the Manitowoc ammunition plant in 2022, a major operational milestone .
- Governance/compensation context: Say-on-pay approval was 88% at the Jan 5, 2024 meeting . Company adopted a clawback policy and restated financials (FY 2022–FY 2024 and Q1 FY 2025); recovery analysis of incentive comp is ongoing .
Compensation Committee Analysis
- Compensation Committee did not retain an independent compensation consultant historically; oversees executive pay and performance assessments .
- Risk assessment: Company concluded compensation policies are not reasonably likely to have a material adverse effect .
Investment Implications
- Alignment: Tod’s equity awards were primarily time-based (100,000 shares/year) rather than performance-tied, which reduces direct pay-for-performance linkage; however, he holds 1.04M shares (<1%), providing some alignment via ownership .
- Retention/transition: With the Separation Agreement effective Dec 31, 2025 and modest severance (1x salary), retention risk is realized; monitor knowledge transfer in manufacturing operations .
- Trading signals: Post-separation insider activity could create selling pressure if he disposes of shares; monitor Form 4 filings following the Separation Date. Company prohibits hedging/pledging, mitigating alignment red flags .
- Governance risk: Ongoing clawback recovery tied to restatements introduces uncertainty around prior incentive payouts (company-wide), though no specific recovery determination is disclosed yet .
- Performance backdrop: TSR and EBITDA trends have deteriorated into FY 2025, which may constrain realized value of equity awards and could pressure executive compensation frameworks going forward .