Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


					Value of Initial
			Average		Fixed $100
			Summary	Average	Investment
	Summary		Compensation	Compensation	Based on:
	Compensation	Compensation	Table Total for	Actually Paid	Total	Peer Group
	Table Total for	Actually Paid	Non-PEO	to Non-PEO	Shareholder	Shareholder	Net	Adjusted
	PEO	to PEO	NEOs	NEOs	Return	Return	Income	EBITDA
Year	($)	($)⁽¹⁾	($)	($)⁽¹⁾	($)⁽²⁾	($)⁽³⁾	($)⁽⁴⁾	($)⁽⁵⁾
2023	4,724,110	2,973,299	443,435	208,285	52.81	146.81	(15,788)	1,214
2022	8,314,008	(17,349,302)	1,662,173	(3,273,967)	59.15	112.11	(69,780)	62,959
2021	7,721,987	16,860,440	2,016,345	9,081,793	206.49	155.34	26,093	61,503
2020	5,167,252	6,158,606	1,755,471	2,503,523	114.31	130.70	5,545	22,389

(1)

Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, which includes the individuals indicated in the table below for each respective fiscal year. Amounts do not reflect the actual amount of compensation earned by or paid to the PEO or other NEOs during the applicable year. Each of Mr. Walbrecht’s and Mr. Kuehne’s employment with the Company were terminated on March 31, 2023 and August 31, 2023, respectively.


Year	PEO	Non-PEO NEOs
2023	Warren B. Kanders	John C. Walbrecht, Aaron J. Kuehne, and Michael J. Yates
2022	Warren B. Kanders	John C. Walbrecht, Aaron J. Kuehne, and Michael J. Yates
2021	Warren B. Kanders	John C. Walbrecht and Aaron J. Kuehne
2020	Warren B. Kanders	John C. Walbrecht and Aaron J. Kuehne

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

Starting

Adjusted

Amount:

Deducted:

Added:

Added

Amount:

The change

(positive or

negative) as of

the vesting date

the end of the

(from the end

The fair value

covered fiscal

of the prior

as of the end of

year (from the

fiscal year) in

the covered

end of the prior

fair value of

fiscal year of all

fiscal year) in

any stock

stock awards

fair value of any

awards granted

The grant date

granted during

stock awards

in any prior

fair value of all

the covered

granted in any

fiscal year for

stock awards

fiscal year

prior fiscal

which all vesting

granted in the

that were

year that are

conditions were

applicable year,

outstanding and

satisfied at the

as reported in

unvested as of

end of or

Named

Summary

the Summary

the end of the

during the

Compensation

Executive

Compensation

covered

Actually

Year

Officers

Table Total

Table

fiscal year

Paid

2023

PEO

4,724,110

4,045,819

2,509,095

(379,217)

165,131

2,973,299

Non-PEO NEOs

443,435

—

(290,994)

55,845

208,285

2022

PEO

8,314,008

7,686,720

1,532,741

(15,549,564)

(3,959,767)

(17,349,302)

Non-PEO NEOs

1,662,173

1,128,981

210,784

(2,634,635)

(1,383,308)

(3,273,967)

2021

PEO

7,721,987

7,230,085

9,656,730

4,306,153

2,405,655

16,860,440

Non-PEO NEOs

2,016,345

1,176,020

3,040,100

3,438,208

1,763,161

9,081,793

2020

PEO

5,167,252

4,750,626

1,608,634

830,665

3,302,681

6,158,606

Non-PEO NEOs

1,755,471

1,144,187

1,565,179

213,150

113,910

2,503,523

(2)

Cumulative Total Shareholder Return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(3)	Represents the peer group Total Shareholder Return of the companies included in the NASDAQ Global Select Market Composite and the Russell 2000 Index.

(4)

Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. On February 29, 2024, the Company completed the sale of the Company’s Precision Sport segment. The activities of the Precision Sport segment have been segregated and reported as discontinued operations for the year ended December 31, 2023, and as a result are excluded from net income for the 2023 fiscal year.

(5)

Adjusted EBITDA is a non-GAAP measure. We define “EBITDA” as earnings before interest, taxes, other income or expense, depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, transaction costs, contingent consideration, inventory fair value of purchase accounting, impairment of goodwill and indefinite-lived intangible assets, stock-based compensation, and other one-time items. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, see our press release announcing the Company’s results for the fourth quarter and year ended December 31, 2023, attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on March 7, 2024. We selected Adjusted EBITDA as the Company-selected measure due to it being an important financial performance measure that helps link compensation actually paid to the Company’s NEOs to the Company’s performance for the most recently completed fiscal year. In particular, Adjusted EBITDA is utilized by the Compensation Committee and the Board of Directors as part of their evaluation and consideration to award annual performance-based compensation to our NEOs. On February 29, 2024, the Company completed the sale of the Company’s Precision Sport segment. The activities of

the Precision Sport segment have been segregated and reported as discontinued operations for the year ended December 31, 2023, and as a result are excluded from Adjusted EBITDA for the 2023 fiscal year.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(1)


Year	PEO	Non-PEO NEOs
2023	Warren B. Kanders	John C. Walbrecht, Aaron J. Kuehne, and Michael J. Yates
2022	Warren B. Kanders	John C. Walbrecht, Aaron J. Kuehne, and Michael J. Yates
2021	Warren B. Kanders	John C. Walbrecht and Aaron J. Kuehne
2020	Warren B. Kanders	John C. Walbrecht and Aaron J. Kuehne

Peer Group Issuers, Footnote

(3)	Represents the peer group Total Shareholder Return of the companies included in the NASDAQ Global Select Market Composite and the Russell 2000 Index.

PEO Total Compensation Amount

$ 4,724,110

$ 8,314,008

$ 7,721,987

$ 5,167,252

PEO Actually Paid Compensation Amount

$ 2,973,299

(17,349,302)

16,860,440

6,158,606

Adjustment To PEO Compensation, Footnote

(1)

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

Starting

Adjusted

Amount:

Deducted:

Added:

Added

Amount:

The change

(positive or

negative) as of

the vesting date

the end of the

(from the end

The fair value

covered fiscal

of the prior

as of the end of

year (from the

fiscal year) in

the covered

end of the prior

fair value of

fiscal year of all

fiscal year) in

any stock

stock awards

fair value of any

awards granted

The grant date

granted during

stock awards

in any prior

fair value of all

the covered

granted in any

fiscal year for

stock awards

fiscal year

prior fiscal

which all vesting

granted in the

that were

year that are

conditions were

applicable year,

outstanding and

satisfied at the

as reported in

unvested as of

end of or

Named

Summary

the Summary

the end of the

during the

Compensation

Executive

Compensation

covered

Actually

Year

Officers

Table Total

Table

fiscal year

Paid

2023

PEO

4,724,110

4,045,819

2,509,095

(379,217)

165,131

2,973,299

Non-PEO NEOs

443,435

—

(290,994)

55,845

208,285

2022

PEO

8,314,008

7,686,720

1,532,741

(15,549,564)

(3,959,767)

(17,349,302)

Non-PEO NEOs

1,662,173

1,128,981

210,784

(2,634,635)

(1,383,308)

(3,273,967)

2021

PEO

7,721,987

7,230,085

9,656,730

4,306,153

2,405,655

16,860,440

Non-PEO NEOs

2,016,345

1,176,020

3,040,100

3,438,208

1,763,161

9,081,793

2020

PEO

5,167,252

4,750,626

1,608,634

830,665

3,302,681

6,158,606

Non-PEO NEOs

1,755,471

1,144,187

1,565,179

213,150

113,910

2,503,523

Non-PEO NEO Average Total Compensation Amount

$ 443,435

1,662,173

2,016,345

1,755,471

Non-PEO NEO Average Compensation Actually Paid Amount

$ 208,285

(3,273,967)

9,081,793

2,503,523

Adjustment to Non-PEO NEO Compensation Footnote

(1)

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

Starting

Adjusted

Amount:

Deducted:

Added:

Added

Amount:

The change

(positive or

negative) as of

the vesting date

the end of the

(from the end

The fair value

covered fiscal

of the prior

as of the end of

year (from the

fiscal year) in

the covered

end of the prior

fair value of

fiscal year of all

fiscal year) in

any stock

stock awards

fair value of any

awards granted

The grant date

granted during

stock awards

in any prior

fair value of all

the covered

granted in any

fiscal year for

stock awards

fiscal year

prior fiscal

which all vesting

granted in the

that were

year that are

conditions were

applicable year,

outstanding and

satisfied at the

as reported in

unvested as of

end of or

Named

Summary

the Summary

the end of the

during the

Compensation

Executive

Compensation

covered

Actually

Year

Officers

Table Total

Table

fiscal year

Paid

2023

PEO

4,724,110

4,045,819

2,509,095

(379,217)

165,131

2,973,299

Non-PEO NEOs

443,435

—

(290,994)

55,845

208,285

2022

PEO

8,314,008

7,686,720

1,532,741

(15,549,564)

(3,959,767)

(17,349,302)

Non-PEO NEOs

1,662,173

1,128,981

210,784

(2,634,635)

(1,383,308)

(3,273,967)

2021

PEO

7,721,987

7,230,085

9,656,730

4,306,153

2,405,655

16,860,440

Non-PEO NEOs

2,016,345

1,176,020

3,040,100

3,438,208

1,763,161

9,081,793

2020

PEO

5,167,252

4,750,626

1,608,634

830,665

3,302,681

6,158,606

Non-PEO NEOs

1,755,471

1,144,187

1,565,179

213,150

113,910

2,503,523

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

The three items listed below represent the most important performance metrics we used to determine Compensation Actually Paid. We believe Adjusted EBITDA represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023.

●

Adjusted EBITDA

●

Total Shareholder Return (TSR)

●

Net Income

Total Shareholder Return Amount

$ 52.81

59.15

206.49

114.31

Peer Group Total Shareholder Return Amount