Wayne Walker
Outdoor HoldingAbout Wayne Walker
Independent director since November 2022; age 66. Walker is a corporate governance, restructuring, and corporate law specialist with 30+ years’ experience, including senior legal roles at DuPont and founding a governance/restructuring consultancy. Education: BA (Loyola University New Orleans), JD (Catholic University of America), and finance studies at University of Chicago Graduate School of Business for non‑financial managers . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walker Nell Partners, Inc. | Founder & President | 2003–present | Governance and restructuring advisory, fiduciary services, litigation support |
| E.I. du Pont de Nemours and Company | Senior Legal Counsel, Securities & Bankruptcy; Corporate Secretary’s Office | 1984–1998 | Securities law, bankruptcy, governance processes |
| Parente Beard LLC (accounting firm) | Partner | 2001–2004 | Corporate governance and restructuring engagements |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Wrap Technologies, Inc. (Nasdaq: WRAP) | Chairman | Since 2018 | Member, Compensation Committee |
| Petro Pharmaceuticals, Inc. (Nasdaq: PTPI) | Chairman | Since 2020 | — |
| AYRO, Inc. (Nasdaq: AYRO) | Director | Since 2020 | — |
| Pitcairn Trust Company | Director | Since 2018 | Family office advisory |
| Board of Education, City of Philadelphia | Former Vice President | — | Public education governance |
| National Philanthropic Trust | Chairman of Board of Trustees | — | Oversees >$20B AUM donor-advised funds |
| Habitat for Humanity International | Chairman, Board of Directors | — | Global nonprofit governance |
Board Governance
- Committees: Compensation Committee (members: Russell W. Wallace Jr., Wayne Walker, Randy E. Luth) and Nominations & Corporate Governance Committee (members: Christos Tsentas, Wayne Walker) . Audit Committee membership: Russell W. Wallace Jr., Randy Luth, Christos Tsentas; Audit Chair: Christos Tsentas .
- Independence and attendance: Board determined Walker is independent under Nasdaq standards; each incumbent director attended at least 75% of Board/committee meetings in FY ended March 31, 2025. Meeting counts: Board ~13; Audit 5; Compensation 3; Nominations 19 .
- Executive sessions: Four sessions held in FY2025; committee chairs rotate as presiding directors .
- Board leadership: CEO also serves as Chairman (combined roles) .
- NACD: Company maintains corporate membership; directors have access to governance education/resources .
- Notable arrangement: 2022 Urvan Settlement Agreement requires inclusion of Messrs. Urvan, Tsentas, and Walker (“Urvan Group Directors”) on the Company’s director slate until 20 days after Mr. Urvan’s departure, creating an ongoing nomination right/interlock .
Fixed Compensation
Director compensation (FY2025):
| Component | FY2025 Amount | Details |
|---|---|---|
| Cash fees | $462,291 | Quarterly cash payments for Board and committee service |
| Stock awards | $162,600 | Annual grant; Company states 60,000 shares of Common Stock granted to each director in FY2025 |
| Options | $0 | No option awards; directors held no unvested options as of 3/31/2025 |
| Total | $624,891 | Sum of cash and stock |
Additional program features:
- Annual grant to each director of 60,000 shares of Common Stock; directors received quarterly cash payments for service .
- As of March 31, 2025, no directors held unvested stock awards or unvested options .
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Performance metrics tied to director pay | Not disclosed | Proxy describes fixed cash and annual stock grants; no director PSUs/TSR metrics disclosed |
| Option awards | None | No option grants to directors in FY2025; none unvested at year-end |
| Clawback applicability | Company clawback applies to executive officers’ incentive compensation post-restatement; not specified for non‑employee directors | Clawback policy under SEC/Nasdaq rules; recovery analysis ongoing after restatements |
Other Directorships & Interlocks
| Company | Sector Overlap with POWW | Potential Interlock/Conflict Notes |
|---|---|---|
| WRAP (Chairman) | Public safety tech | No disclosed transactions with POWW; governance experience relevant to safety and tech |
| AYRO (Director) | EV design/production | No disclosed transactions with POWW |
| PTPI (Chairman) | Men’s health | No disclosed transactions with POWW |
| Pitcairn Trust (Director) | Family office advisory | No disclosed transactions with POWW |
| Urvan Settlement (nomination rights) | Internal governance | Arrangement ensures inclusion of Walker on slate as an Urvan Group Director, a governance interlock with the CEO/Chair |
Expertise & Qualifications
- Corporate governance, restructuring, fiduciary services, and litigation support expertise; former DuPont senior counsel in securities/bankruptcy and Corporate Secretary’s office .
- Extensive public company board leadership (WRAP Chairman; PTPI Chairman; AYRO Director) .
- Legal credentials (JD) and finance program at University of Chicago GSB; BA from Loyola University New Orleans .
Equity Ownership
| Metric | Value | As-of Date |
|---|---|---|
| Shares beneficially owned | 131,413 | June 30, 2025 |
| Ownership % of outstanding | <1% (*) | 117,510,797 shares outstanding (incl. options exercisable within 60 days) |
| Unvested shares | None | As of March 31, 2025 |
| Options (exercisable/unexercisable) | None | As of March 31, 2025 |
| Hedging/Pledging | Prohibited by Company policy for directors and officers | Policy bans hedging and pledging of Company stock |
Governance Assessment
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Positives: Independent director with deep governance and restructuring expertise; active on Compensation and Nominating & Corporate Governance Committees; attended at least 75% of meetings; Company maintains NACD membership; executive sessions held regularly; hedging/pledging prohibited .
-
Watch items/RED FLAGS:
- Board restated multiple periods after Special Committee investigation into accounting and disclosure control errors (share-based comp, capitalization of share issuance costs, convertible notes/warrants, related party/executive disclosures). Recovery analysis under clawback policy is ongoing .
- Compensation Committee “has never retained an independent compensation consultant” in prior fiscal years, despite overseeing CEO/executive pay—potential governance process weakness .
- CEO also serves as Chairman (combined leadership), which may reduce independent oversight in contentious contexts .
- Urvan Settlement Agreement embeds nomination rights for the Urvan Group (including Walker), creating an interlock and potential perceived independence pressure around board composition .
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Shareholder context: Prior say‑on‑pay approval 88% (Jan 5, 2024) indicates generally supportive vote on executive compensation structure at that time .
Overall: Walker contributes significant governance and legal acumen and committee service, but investors should monitor remediation of internal control issues post‑restatement, the committee’s use of independent advisors, and the implications of the Urvan nomination arrangement on board independence and effectiveness .