Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
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)

2024

 

3,042,662

 

245,518

 

1,342,089

 

1,023,408

 

35.28

 

178.14

 

(88,437)

6,875

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

 

2024

Warren B. Kanders

Michael J. Yates

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:

Added

Amount:

The change

The change

(positive or

(positive or

negative) as of

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

outstanding and

satisfied at the

as reported in

unvested as of

unvested as of

end of or

Named

Summary

the Summary

the end of the

the end of the

during the

Compensation

Executive

Compensation

Compensation

covered

covered

covered

Actually

Year

    

Officers

    

Table Total

    

Table

    

fiscal year

    

fiscal year

    

fiscal year

    

Paid

2024

PEO

3,042,662

1,532,250

737,900

(1,919,962)

(82,832)

245,518

 

Non-PEO NEOs

 

1,342,089

 

699,111

 

385,550

 

 

(5,120)

 

1,023,408

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 years ended December 31, 2023 and December 31, 2024, and as a result are excluded from net income for the 2023 and 2024 fiscal years, respectively.
(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, 2024, attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on March 6, 2025. 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 years ended December 31, 2023, and December 31, 2024, and as a result are excluded from Adjusted EBITDA for the 2023 and 2024 fiscal years, respectively.
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(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

 

2024

Warren B. Kanders

Michael J. Yates

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 $ 3,042,662 $ 4,724,110 $ 8,314,008 $ 7,721,987 $ 5,167,252
PEO Actually Paid Compensation Amount $ 245,518 2,973,299 (17,349,302) 16,860,440 6,158,606
Adjustment To PEO Compensation, Footnote
(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.

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:

Added

Amount:

The change

The change

(positive or

(positive or

negative) as of

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

outstanding and

satisfied at the

as reported in

unvested as of

unvested as of

end of or

Named

Summary

the Summary

the end of the

the end of the

during the

Compensation

Executive

Compensation

Compensation

covered

covered

covered

Actually

Year

    

Officers

    

Table Total

    

Table

    

fiscal year

    

fiscal year

    

fiscal year

    

Paid

2024

PEO

3,042,662

1,532,250

737,900

(1,919,962)

(82,832)

245,518

 

Non-PEO NEOs

 

1,342,089

 

699,111

 

385,550

 

 

(5,120)

 

1,023,408

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 $ 1,342,089 443,435 1,662,173 2,016,345 1,755,471
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,023,408 208,285 (3,273,967) 9,081,793 2,503,523
Adjustment to Non-PEO NEO Compensation Footnote
(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.

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:

Added

Amount:

The change

The change

(positive or

(positive or

negative) as of

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

outstanding and

satisfied at the

as reported in

unvested as of

unvested as of

end of or

Named

Summary

the Summary

the end of the

the end of the

during the

Compensation

Executive

Compensation

Compensation

covered

covered

covered

Actually

Year

    

Officers

    

Table Total

    

Table

    

fiscal year

    

fiscal year

    

fiscal year

    

Paid

2024

PEO

3,042,662

1,532,250

737,900

(1,919,962)

(82,832)

245,518

 

Non-PEO NEOs

 

1,342,089

 

699,111

 

385,550

 

 

(5,120)

 

1,023,408

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

Graphic

       
Compensation Actually Paid vs. Net Income

Graphic

       
Compensation Actually Paid vs. Company Selected Measure

Graphic

       
Total Shareholder Return Vs Peer Group

Graphic

       
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, 2024.

Adjusted EBITDA
Total Shareholder Return (TSR)
Net Income
       
Total Shareholder Return Amount $ 35.28 52.81 59.15 206.49 114.31
Peer Group Total Shareholder Return Amount 178.14 146.81 112.11 155.34 130.7
Net Income (Loss) $ (88,437) $ (15,788) $ (69,780) $ 26,093 $ 5,545
Company Selected Measure Amount 6,875 1,214 62,959 61,503 22,389
PEO Name Warren B. Kanders        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description
(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, 2024, attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on March 6, 2025. 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 years ended December 31, 2023, and December 31, 2024, and as a result are excluded from Adjusted EBITDA for the 2023 and 2024 fiscal years, respectively.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Total Shareholder Return (TSR)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net Income        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,532,250) $ (4,045,819) $ (7,686,720) $ (7,230,085) $ (4,750,626)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 737,900 2,509,095 1,532,741 9,656,730 1,608,634
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,919,962) (379,217) (15,549,564) 4,306,153 830,665
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (82,832) 165,131 (3,959,767) 2,405,655 3,302,681
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (699,111)   (1,128,981) (1,176,020) (1,144,187)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 385,550   210,784 3,040,100 1,565,179
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (290,994) (2,634,635) 3,438,208 213,150
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (5,120) $ 55,845 $ (1,383,308) $ 1,763,161 $ 113,910