American Outdoor Brands (AOUT) PRE 14APreliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

American Outdoor Brands, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

The 2024 Annual Meeting of Stockholders (Annual Meeting) will be held for the following purposes:

These items of business are more fully described in the proxy statement accompanying this notice.

Only stockholders of record at the close of business on October 10, 2024 are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend the meeting and vote electronically during the meeting. To assure your representation at the meeting, however, you are urged to vote by proxy as soon as possible over the Internet, by telephone, or by mail by following the instructions on the proxy card. You may vote electronically during the meeting even if you have previously given your proxy.

H. Andrew Fulmer

Executive Vice President, Chief Financial Officer, and Treasurer

Columbia, Missouri

October [11], 2024

Voting Matters and Board Recommendations

Company Background

We are a leading provider of outdoor lifestyle products and shooting sports accessories encompassing hunting, fishing, outdoor cooking, camping, shooting, and personal security and defense products, for rugged outdoor enthusiasts. Our common stock is traded under the ticker symbol “AOUT” on the NASDAQ Global Select Market. We produce innovative, top quality products under the brands BOG®; BUBBA®; Caldwell®; Crimson Trace®; Frankford Arsenal®; Grilla Grills®; Hooyman®; Imperial®; LaserLyte®; Lockdown®; MEAT!; Old Timer®; Schrade®; Tipton®; Uncle Henry®; ust®; and Wheeler®. For more information, visit www.aob.com.

Commitment To Sustainability

We are a leading provider of outdoor lifestyle products and shooting sports accessories encompassing hunting, fishing, outdoor cooking, camping, shooting, and personal security and defense products for rugged outdoor enthusiasts. We focus on the establishment of product categories in which we believe our brands will resonate strongly with the activities and passions of our stakeholders. We strive to integrate sustainability principles into our business strategy in ways that advance our long-term goals, while optimizing opportunities to make positive impacts.

Sustainability Board Oversight

We are committed to conducting our business in a safe, environmentally responsible, and sustainable manner that reflects our responsibilities to our stakeholders, which includes our stockholders, employees, customers, and communities, as well as concerns for the environment. We believe that the effective management of environmental, social, and governance (ESG) issues will help support the sustainability and the long-term growth of our business, thereby creating value for our stakeholders.

Our Board ultimately oversees the performance and management of sustainability-related matters. Much of this work is done through the Board's committees. Originally, the Nominations and Corporate Governance Committee was responsible for sustainability oversight. Our Board then established a Sustainability Committee to assist in fulfilling the oversight responsibilities of sustainability matters. It also expanded Board membership with the addition of a new director with sustainability expertise within a global Fortune 500 company. The Board has decided that effective immediately following the Annual Meeting, it will return sustainability oversight responsibilities to the Nominations and Corporate Governance Committee, as originally chartered, and that it will strengthen the alignment of those responsibilities through the establishment of a Sustainability Sub-Committee.

We also have engaged consultants who, along with our senior leadership, helped us develop our sustainability strategy and establish a framework for monitoring our sustainability initiatives. This process yielded 10 key tenets and topics, including board composition; business ethics; data, privacy, and cybersecurity; diversity, equity, and inclusion; employee engagement; energy management and usage; management and retention; our community; product safety; and supply chain management. The purpose of the upcoming Sustainability Sub-Committee will be to assist the Board and the various committees of the Board, as applicable, in fulfilling the sustainability oversight responsibilities including focusing on the 10

key tenets and topics listed above. We report on our efforts with respect to sustainability matters through an annual Sustainability Report that aligns to the Sustainability Accounting Standards Board (SASB) Standard. We strive to be transparent by communicating through our Sustainability Report how we view, prioritize, and approach the topics most relevant to our business. We determine these topics by undergoing an annual assessment of priorities, where we review the developing sustainability frameworks, regulations, and standards and work to incorporate those most applicable to our business into our reporting. The sustainability working group oversees our sustainability disclosures, including our most recently released Sustainability Report.

Against this backdrop, we have engaged with our internal and external stakeholders on our 10 topics to help further inform our future direction and priorities. The three areas of focus for our sustainability program and strategy are (1) our commitment to the environment, (2) our social impact, and (3) our culture of governance.

Our Commitment to the Environment

We have a role to play in protecting and preserving our planet. We are committed to addressing environmental risks throughout our business, including identifying and assessing risks associated with climate, energy, waste, pollution, natural resource conservation, and treatment of animals, as well as adopting sustainable practices in which resulting risk mitigation can be achieved. In parallel with our sustainability strategy, we evolved the strategic priorities that drive our environmental responsibility to include the following:

We understand the importance of being responsible stewards of our planet’s resources and the importance of protecting it for our customers, communities, and employees. As an Emerging Growth Company, we are in the early stages of developing our climate-related risks and opportunities, but we have identified recycling, sustainable and recyclable product packaging, and energy management and usage as important components of driving sustainable outcomes. We value our position as a trusted supplier of outdoor products to a loyal consumer base that, we believe, shares our desire to minimize our collective impact on the environment when possible. For the purposes of our risk management process, we do not view our environment as riskless, but rather a potential multiplier to existing risks and opportunities already under consideration. We recognize that weather may affect different parts of our business in different ways. Preparing for physical or transitional risks is beginning to be reviewed as part of our corporate risk management process.

As our sustainability efforts evolve, we are working on more sustainable solutions to eliminate unnecessary waste. We are also continuously investigating and implementing ways to boost efficiency, such as utilizing high-efficiency electrical equipment, including LED and motion detector lighting, renewable energy sources, and high-efficiency HVAC units. In addition to the above principles of advancing a circular economy, in fiscal 2024, we continued employing recycling bins for aluminum, plastic, and paper at our facilities, and to recycle toner cartridges and electronic equipment; utilizing motion-based lighting throughout facilities to

reduce energy consumption when spaces are not in use; partnering with shipping carriers and suppliers who align with our codes of conduct; and remaining mindful of the products we use in our packaging and conscientious about packaging waste.

Our Social Impact

Workforce Matters

At American Outdoor Brands, we strive to champion a work environment that promotes the values of diversity, equality, inclusiveness, and community service. We are committed to being a good corporate citizen as well as creating a positive employee environment. We believe that our growth and future are closely tied to the recruitment, development, and retention of exceptional employees. We endeavor to foster a unique culture and celebrate our diverse workforce of nearly 300 employees. We are continuing to develop a number of initiatives to help recruit, develop, and retain employees in an effort to increase productivity, increase diversity awareness, enhance employee engagement, and encourage customer loyalty.

Diversity

As a leading provider of outdoor lifestyle products, we attract people from all over the world with a unique set of skills and experiences. We have an inclusion strategy that focuses on a diverse team that drives our values. Attracting and retaining a highly skilled and multi-generational workforce helps us deliver on our commitments. As of April 30, 2024, women represented 30% and self-identified ethnic and racial minorities represented 17% of our global workforce, respectively.

Human Capital Management

We are transforming and modernizing our culture and talent management practices by implementing Human Capital Management (HCM) reporting and practices to establish a foundation to enable leaders to better hire talent and manage teams. These practices include standards for goal setting, performance evaluations, succession planning, and learning and development. We are committed to fairness in compensation and regularly review our compensation model to ensure fair and inclusive pay practices across our business. Other recent highlights include the following:

Health and Wellness

The health and wellness of our employees is a top priority. In this regard, we aim to provide robust health and wellness employee benefits, including those related to the mental well-being of our workforce. We continually evolve our benefit plans to remain competitive and to meet the needs of our workforce to include medical benefits, dependent care, survivor benefits, disability coverage, a 401(k) program, as well as an employee stock purchase plan (ESPP).

Community Involvement

We are focused on making a positive impact on the communities in which we operate through charity and fundraising, educational sponsorship, and local community development. We strengthen our communities by supporting individual employees who volunteer with local community groups and by direct participation in philanthropic initiatives. We believe we have the responsibility and the resources to foster positive change in building a more sustainable, resilient future for the communities in which we operate. Recent highlights include the following:

Through strategic nonprofit partnerships, volunteerism, and philanthropy, our corporate responsibility focuses on contributing to the creation of a better world. Going forward, we will continue to partner with nonprofit organizations that work to increase our community initiatives, decrease the number of individuals facing economic barriers, and make our communities reflections of our commitments and values.

Corporate Governance

We believe that good corporate governance is critical to our long-term success. As a result, we have adopted corporate governance policies, practices, and procedures designed to protect and enhance our corporate integrity; foster standards and a reputation for honesty, integrity, fairness, and candor in our business activities; and establish a framework for our directors, officers, and employees to conduct business in accordance with high ethical standards. We also maintain robust risk management programs to ensure compliance with applicable laws and regulations governing business practices.

Our Board sets the tone for our company and has implemented strong governance practices. Implicit in this philosophy is the importance of sound corporate governance. Certain corporate governance highlights include the following:

We are subject to rigorous controls and audits. Our risk management teams ensure compliance with applicable laws and regulations and coordinate with subject-matter experts throughout the business to identify, monitor, and mitigate material risks. We leverage the latest encryption configurations and cybertechnologies on our systems, devices, and third-party connections and review vendor encryption to ensure proper information security safeguards are maintained.

We have a Written Information Security Program (“WISP”) to protect personal and proprietary information in compliance with applicable federal and state requirements. WISP is designed to: ensure the security and confidentiality of personal information; protect against any anticipated threats or hazards to the security or integrity of personal information; and protect against unauthorized access to or use of such personal information in a manner that creates a substantial risk of identity theft or fraud. We routinely engage with our stakeholders to better understand their views on ESG matters, carefully considering the feedback we receive and acting when appropriate. Our website (https://ir.aob.com/corporate-governance/governance-overview) contains our Board committee charters, as well as additional information on our governance related policies, including the following:

The information found on, or accessible through, our website is not incorporated into, and does not form a part of this proxy statement.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements made in this proxy statement relate only to events as of the date of this proxy statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

General

The enclosed proxy is being solicited on behalf of American Outdoor Brands, Inc., a Delaware corporation, by our Board of Directors (Board) for use at our Annual Meeting of Stockholders to be held at 12:00 p.m., Eastern Time, on Monday, November 25, 2024, or at any adjournment or postponement thereof, for the purposes set forth in this proxy statement and in the accompanying notice. The Annual Meeting of Stockholders will be a virtual meeting. You will be able to attend the Annual Meeting of Stockholders during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/AOUT2024 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

These proxy solicitation materials were first released on or about October [11], 2024 to all stockholders entitled to vote at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on November 25, 2024. These proxy materials, which include the notice of annual meeting, this proxy statement, and our 2024 Annual Report for the fiscal year ended April 30, 2024, are available at www.proxyvote.com.

How the Board of Directors Recommends That You Vote

The Board of Directors recommends that you vote as follows:

Stockholders Entitled to Vote; Record Date; How to Vote

Stockholders of record at the close of business on October 10, 2024, which we have set as the record date, are entitled to notice of and to vote at the meeting. On the record date, there were outstanding [12,879,155] shares of our common stock. Each stockholder voting at the meeting, either electronically during the meeting or by proxy, may cast one vote per share of common stock held on all matters to be voted on at the meeting.

If, on October 10, 2024, your shares were registered directly in your name with our transfer agent, Issuer Direct Corporation, then you are a stockholder of record. As a stockholder of record, you may vote electronically during the meeting. Alternatively, as a stockholder of record, you may vote by proxy over the Internet as instructed on the enclosed proxy card, by mail by filling out and returning the accompanying

proxy card, or by telephone as instructed on the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy over the Internet as instructed on the enclosed proxy card, by mail by filling out and returning the enclosed proxy card, or by telephone as instructed on the enclosed proxy card to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend the meeting and vote electronically during the meeting.

If, on October 10, 2024, your shares were held in an account at a brokerage firm, bank, or similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account. You should have received voting instructions with these proxy materials from that organization rather than from us. You should follow the instructions provided by that organization to submit your proxy. You are also invited to attend the meeting. However, since you are not the stockholder of record, you may not attend the meeting electronically or vote your shares electronically during the meeting unless you obtain a “legal proxy” from the broker, bank, or other nominee that holds your shares giving you the right to attend and to vote the shares at the meeting.

How to Attend the Meeting; Asking Questions

You are entitled to attend the meeting only if you were a stockholder of record at the close of business on October 10, 2024, which we have set as the record date, or you hold a valid proxy for the meeting. You may attend the meeting by visiting www.virtualshareholdermeeting.com/AOUT2024 and using your 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials to enter the meeting. If, on October 10, 2024, your shares were held in an account at a brokerage firm, bank, or similar organization, then you are the beneficial owner of shares held in “street name,” and you will be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual annual meeting.

Stockholders who wish to submit a question for the meeting may do so live during the meeting at www.virtualshareholdermeeting.com/AOUT2024.

Quorum

The presence, in person or by proxy, of the holders of a majority of the total number of shares of common stock outstanding on the record date constitutes a quorum for the transaction of business at the meeting. Votes cast electronically during the meeting or by proxy at the meeting will be tabulated by the election inspector appointed for the meeting, who will determine whether a quorum is present.

Required Vote

Assuming that a quorum is present, the affirmative vote of a majority of the votes cast will be required for the election of each of Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and Brian D. Murphy and to ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2025. Assuming that a quorum is present, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the total number of shares of common stock outstanding on the record date is required to adopt amendments to our certificate of incorporation to eliminate the supermajority voting requirements.

Broker Non-Votes and Abstentions

Brokers, banks, or other nominees that hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks, and other nominees are permitted to vote the beneficial owner’s proxy in their own discretion as to certain “routine” proposals when they have not received instructions from the beneficial owner, such as the ratification of the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2025. If a broker, bank, or other nominee votes such “uninstructed” shares for or against a “routine” proposal, those shares will be counted towards determining whether or not a quorum is present and are considered entitled to vote on the “routine” proposals. However, where a proposal is not “routine,” such as the election of directors and on the adoption of amendments to our certificate of incorporation, a broker, bank, or other nominee is not permitted to exercise its voting discretion on that proposal without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes” when the nominee has voted on other non-routine matters with authorization or voted on routine matters. These shares will be counted towards determining whether or not a quorum is present, but will not be considered entitled to vote on the “non-routine” proposals.

Please note that brokers, banks, and other nominees may not use discretionary authority to vote shares on the election of directors or adoption of amendments to our certificate of incorporation to eliminate the supermajority voting requirements if they have not received specific instructions from their clients. For your vote to be counted in the election of directors or adoption of amendments to our certificate of incorporation to eliminate the supermajority voting requirements, you will need to communicate your voting decisions to your broker, bank, or other nominee before the date of the meeting.

As provided in our bylaws, a majority of the votes cast means that the number of shares voted “for” a nominee for election to our Board of Directors or the proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2025 exceeds the number of shares voted “against” such nominee or proposal and does not include abstentions and broker non-votes. Because abstentions and broker non-votes do not represent votes cast “for” or “against” a proposal, under our bylaws or Delaware law, abstentions and broker non-votes will have no effect on the election of directors or the proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2025, as each such proposal is determined by reference to the votes actually cast by the shares present in person or by proxy at the meeting and entitled to vote. For the proposal to adopt amendments to our certificate of incorporation to eliminate the supermajority voting requirements, abstentions and broker non-votes will have the effect of a vote "against" the proposal.

In accordance with our director resignation policy, an incumbent director who does not receive the requisite majority of votes cast in an uncontested election is expected to submit his or her offer of resignation to our Board of Directors. Our Board of Directors, upon recommendation of the Nominations and Corporate Governance Committee, will make a determination as to whether to accept or reject the offered resignation within 90 days after the stockholder vote. A director whose offered resignation is under consideration will abstain from any decision or recommendation regarding the offered resignation, but will otherwise continue to serve as a director until our Board of Directors makes its determination regarding the offered resignation. We will publicly disclose our Board of Directors’ decision regarding the tendered resignation and the rationale behind the decision in a filing of a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC.

Voting of Proxies

When a proxy is properly executed and returned, the shares it represents will be voted at the meeting as directed. Except as provided above under “Broker Non-Votes and Abstentions,” if no specification is indicated, the shares will be voted (1) “for” the election of each of Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and Brian D. Murphy, (2) “for” the ratification

of the appointment of Grant Thornton LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2025, and (3) “for” the adoption of amendments to our certificate of incorporation to eliminate the supermajority voting requirements. If any other matter is properly presented at the meeting, the individuals specified in the proxy will vote your shares in their discretion.

Revocability of Proxies

Any stockholder of record giving a proxy may revoke the proxy at any time before its use by delivering to us either a written notice of revocation or a duly executed proxy bearing a later date or by attending the meeting and voting electronically during the meeting (as provided under “Stockholders Entitled to Vote; Record Date; How to Vote”). Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Solicitation

We will bear the cost of this solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies also may be solicited by certain of our directors and officers, personally or by telephone or e-mail, without additional compensation.

Annual Report and Other Matters

Our 2024 Annual Report to Stockholders, which was made available to stockholders with or preceding this proxy statement, contains financial and other information about our company, but is not incorporated into this proxy statement and is not to be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The information contained in the “Report of the Audit Committee” shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

We have provided a copy of our Annual Report on Form 10-K for the fiscal year ended April 30, 2024 as filed with the SEC to each stockholder of record as of the record date. Any exhibits listed in our Annual Report on Form 10-K also will be furnished upon request at the actual expense we incur in furnishing such exhibits. Any such requests should be directed to our Secretary at our principal executive office, 1800 North Route Z, Columbia, MO 65202.

Nominees

Our bylaws provide that the number of directors shall be not less than three nor more than twelve, the exact number of directors to be determined from time to time by resolution of our Board of Directors. The size of the Board is currently limited to seven directors. Ms. I. Marie Wadecki has indicated that, for personal reasons, she has decided to not stand for re-election at the Annual Meeting. Upon her departure, the Board has elected to reduce the size of the Board from seven to six directors, effective immediately following the Annual Meeting.

Consistent with the requirements of our governance documents and upon the recommendation of the Nominations and Corporate Governance Committee, our Board of Directors has nominated each of Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and Brian D. Murphy for election for a new term as a director at the 2024 Annual Meeting. Each director will serve until the election and qualification of such director’s successor at the next annual meeting of stockholders or until his or her earlier death, resignation, disqualification, or removal.

Unless otherwise instructed, the proxy holders will vote the proxies received by them “for” each of the nominees listed below. Each of the nominees currently is a director of our company. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee designated by our current Board of Directors to fill the vacancy. It is not expected that any of the nominees will be unable or will decline to serve as a director.

Our Board of Directors recommends a vote “for” the nominees listed below.

The following table sets forth the director nominees to be voted on at the meeting and certain information about them, including their ages as of the date of this Proxy Statement:

There are no family relationships among any of our directors and executive officers.

Committee Memberships

The following table sets forth the current committee memberships:

* Ms. Wadecki will not stand for re-election at the Annual Meeting.

The Board has elected, effective immediately following the Annual Meeting, to appoint Mr. Marconi as Chair of the Nominations and Corporate Governance Committee, appoint Mr. Favreau to the Nominations and Corporate Governance Committee, and to change the Sustainability Committee to a Sub-Committee of the Nominations and Corporate Governance Committee, which will be chaired by Mr. Barry Monheit. Accordingly, immediately following the Annual Meeting, the committee memberships will be as follows:

Board of Directors

Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the 2024 Annual Meeting.

Director Independence

Our Board of Directors has determined, after considering all of the relevant facts and circumstances, that Messrs. Marconi, Monheit, Gluchowski, and Favreau and Ms. Gallagher are independent directors, as “independence” is defined by the listing standards of the Nasdaq Stock Market, or Nasdaq, and by the SEC, because they have no relationship with us that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director. Mr. Murphy is an employee director.

Committee Charters, Corporate Governance Guidelines, and Codes

Our Board of Directors has adopted charters for the Audit, Compensation, Sustainability, and Nominations and Corporate Governance Committees describing the authority and responsibilities delegated to each by our Board of Directors. Our Board of Directors has also adopted Corporate Governance Guidelines, a Code of Conduct, and a Code of Ethics for the CEO and Senior Financial Officers. We post on our website, at AOB.com, the charters of our Audit, Compensation, Sustainability, and Nominations and Corporate Governance Committees; our Corporate Governance Guidelines, Code of Conduct, and Code of Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; and any other corporate governance materials specified by SEC or Nasdaq regulations. These documents are also available in print to any stockholder requesting a copy in writing from our Secretary at the address of our executive offices set forth in this proxy statement.

Executive Sessions

We regularly schedule executive sessions in which independent directors meet without the presence or participation of management. The Chairman of our Board of Directors serves as the presiding director of such executive sessions.

Board Structure

Our Board of Directors approved changes to our bylaws, effective as of September 25, 2021, which phase out of the classification of our Board of Directors over a three-year period. From and after the 2024 Annual Meeting, there will be no classification of the members of the Board of Directors, and each director will serve until the election and qualification of such director’s successor at the next annual meeting of stockholders or until his or her earlier death, resignation, disqualification, or removal.

Board Committees

Our bylaws authorize our Board of Directors to appoint from among its members one or more committees consisting of one or more directors. Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominations and Corporate Governance Committee, each consisting entirely of independent directors as “independence” is defined by the listing standards of Nasdaq and by the SEC, and a Sustainability Committee, which consists of a majority of independent directors.

THE AUDIT COMMITTEE

The purpose of the Audit Committee includes overseeing the financial and reporting processes of our company and the audits of the financial statements of our company and providing assistance to our Board

of Directors with respect to its oversight of the integrity of the financial statements of our company, our company’s compliance with legal and regulatory matters, the independent registered public accountant’s qualifications and independence, and the performance of our company’s independent registered public accountant. The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of our company’s accounting and financial reporting process and audits of the financial statements of our company on behalf of our Board of Directors. The Audit Committee also selects the independent registered public accountant to conduct the annual audit of the financial statements of our company; reviews the proposed scope of such audit; reviews accounting and financial controls of our company with the independent registered public accountant and our financial accounting staff; and reviews and approves any transactions between us and our directors, officers, and their affiliates, also referred to as related-person transactions.

The Audit Committee currently consists of Ms. Gallagher and Messrs. Gluchowski and Marconi. Our Board of Directors has determined that each of Ms. Gallagher and Messrs. Gluchowski and Marconi, whose backgrounds are described above, qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC. Ms. Gallagher chairs the Audit Committee.

THE COMPENSATION COMMITTEE

The purpose of the Compensation Committee includes determining, or, when appropriate, recommending to our Board of Directors for determination, the compensation of the Chief Executive Officer and other executive officers of our company and discharging the responsibilities of our Board of Directors relating to compensation programs of our company. The Compensation Committee currently makes all decisions with respect to executive compensation. The Compensation Committee currently consists of Messrs. Favreau, Gluchowski, Monheit, and Ms. Wadecki. Mr. Gluchowski chairs the Compensation Committee.

THE NOMINATIONS AND CORPORATE GOVERNANCE COMMITTEE

The purpose of the Nominations and Corporate Governance Committee includes the selection or recommendation to our Board of Directors of nominees to stand for election as directors at each election of directors, the oversight of the selection and composition of committees of our Board of Directors, the oversight of the evaluations of our Board of Directors and management, and the development and recommendation to our Board of Directors of corporate governance principles applicable to our company. The Nominations and Corporate Governance Committee currently consists of Messrs. Gluchowski and Monheit, and Mses. Gallagher and Wadecki. Ms. Wadecki currently serves as the chair of the Nominations and Corporate Governance Committee. Effective immediately following the Annual Meeting, Mr. Marconi will chair the Nominations and Corporate Governance Committee and Mr. Favreau will be added to the committee.

The Nominations and Corporate Governance Committee will consider persons recommended by stockholders for inclusion as nominees for election to our Board of Directors if the information required by our bylaws is submitted in writing in a timely manner addressed and delivered to our Secretary at the address of our executive offices set forth in this proxy statement. The Nominations and Corporate Governance Committee identifies and evaluates nominees for our Board of Directors, including nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our Board of Directors.

The SUSTAINABILITY Committee

The purpose of the Sustainability Committee includes the assistance to the Board of Directors in fulfilling the oversight responsibilities of the Board of Directors with various environmental, social, health, safety, and governance matters. The Sustainability Committee currently consists of Messrs. Marconi and Murphy and Ms. Wadecki. Mr. Marconi currently chairs the Sustainability Committee.

Effective immediately following the Annual Meeting, the Sustainability Committee will become a sub-committee of the Nominations and Corporate Governance Committee and will continue fulfilling the oversight responsibilities of the Board of Directors with various environmental, social, health, safety, and governance matters. Immediately following the Annual Meeting, the Sustainability Sub-Committee will consist of Messrs. Monheit and Marconi. Mr. Monheit will chair the Sustainability Sub-Committee.

Risk Assessment of Compensation Policies and Practices

We have assessed the compensation policies and practices with respect to our employees, including our executive officers, and have concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company.

Board’s Role in Risk Oversight

Risk is inherent in every business. As is the case in virtually all businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-day management of the risks we face. Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.

In its oversight role, our Board of Directors’ involvement in our business strategy and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its determination of the appropriate level of enterprise risk. Our Board of Directors receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we face, including operational, economic, financial, legal, regulatory, and competitive risks. Our Board of Directors also reviews the various risks we identify in our filings with the SEC as well as risks relating to various specific developments, such as acquisitions, securities repurchases, debt and equity placements, and product introductions. In addition, our Board of Directors regularly receives reports from our Chief Counsel.

Our Board committees assist our Board of Directors in fulfilling its oversight role in certain areas of risk. Pursuant to its charter, the Audit Committee oversees our financial and reporting processes and the audit of our financial statements and provides assistance to our Board of Directors with respect to the oversight and integrity of our financial statements, our compliance with legal and regulatory matters, the independent registered public accountant’s qualification and independence, and the performance of our independent registered public accountant. The Compensation Committee considers the risk that our compensation policies and practices may have in attracting, retaining, and motivating valued employees and endeavors to assure that it is not reasonably likely that our compensation plans and policies would have a material adverse effect on our company. Our Nominations and Corporate Governance Committee oversees governance related risk, such as Board independence, conflicts of interest of members of the Board of Directors and executive officers, and management and succession planning. Our Sustainability Committee currently assists the Board of Directors in fulfilling the oversight responsibilities of the Board of Directors with respect to environmental, social, and governance matters. This oversight with respect to environmental, social, and governance matters will transition to a sustainability sub-committee of the Nominations and Corporate Governance Committee effective immediately following the Annual Meeting.

Board Diversity

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board of Directors. We believe directors should have various qualifications, including individual character and integrity; business experience; leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of

prospective directors is made in the context of the perceived needs of our Board of Directors from time to time. We acknowledge that with the departure of Ms. Wadecki, the number of women on the Board will be reduced. As the Nominations and Corporate Governance Committee and the Board consider the composition of our Board, we will take her departure into account in meeting our intent to seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board of Directors.

All of our directors have held senior-level positions in business or professional service firms and have experience in dealing with complex issues. We believe that all of our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each individual should continue to serve as a director of our company.

Board Leadership Structure

We believe that effective board leadership structure can depend on the experience, skills, and personal interaction between persons in leadership roles as well as the needs of our company at any point in time. Our Corporate Governance Guidelines support flexibility in the structure of our Board of Directors by not requiring the separation of the roles of Chief Executive Officer and Chairman of the Board.

We currently maintain separate roles between the Chief Executive Officer and Chairman of the Board in recognition of the differences between the two responsibilities. Our Chief Executive Officer is responsible for setting our strategic direction and day-to-day leadership and performance of our company. The Chairman of the Board provides input to the Chief Executive Officer, sets the agenda for Board meetings, and presides over meetings of the full Board of Directors as well as executive sessions of the Board of Directors.

Director and Officer Derivative Trading and Hedging

We have a policy prohibiting our directors and officers, including our executive officers, and any family member residing in the same household, from engaging in derivatives trading and hedging involving our securities or pledging or margining our common stock.

Stock Ownership Guidelines

We maintain stock ownership guidelines for our non-employee directors and executive officers. Our non-employee directors and executive officers are required to own shares of our common stock or share equivalents with a value equal to at least the lesser of the following:

Each individual has five years from the later of the date of adoption of these guidelines or the date of appointment of the individual as a director or an executive officer to achieve the required ownership levels. We believe that these guidelines promote the alignment of the long-term interests of our executive officers and members of our Board of Directors with our stockholders.

Stock ownership generally includes the shares directly owned by the individual (including any shares over which the individual has sole ownership, voting, or investment power); the number of shares owned by the individual’s minor children and spouse and by other related individuals and entities over whose shares the individual has custody, voting control, or power of disposition; shares underlying restricted stock units, or RSUs, that have vested and are deliverable or will be vested and deliverable within 60 days; shares underlying performance-based restricted stock units, or PSUs, that have vested but are not deliverable within 60 days if the performance requirements have been satisfied; and shares held in trust for the benefit of the individual or the individual’s immediate family members.

If an individual achieves the required ownership level on the first day of any fiscal year, the value of the individual’s stock ownership on that date will be converted into a number of shares to be maintained in the future by dividing the value of such stock ownership by the price of our common stock on the prior day, which is the last day of the preceding fiscal year.

The failure to satisfy the required ownership level may result in the ineligibility of the individual to receive stock-based compensation in the case of an executive officer or director or the inability to be a nominee for election to our Board of Directors in the case of a director.

Clawback Policy

We maintain a compensation recovery, or clawback policy. In the event we are required to prepare an accounting restatement of our financial results as a result of (1) a material noncompliance by us with any financial reporting requirement under the federal securities laws, or (2) the correction of an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an "Accounting Restatement"). In the event of an Accounting Restatement, we are required to recover from certain current or former officers who received incentive compensation (whether cash or equity) from us during the three-year period preceding the date on which we were required to prepare the Accounting Restatement, any excess incentive compensation awarded as a result of the misstatement. This policy is administered by the Compensation Committee of our Board of Directors.

During fiscal 2024, we were not required to record an Accounting Restatement.

Whistleblower Policy

We maintain a Whistleblower Policy covering the policies and procedures for (i) the receipt, retention, and treatment of complaints that we receive regarding accounting, internal controls, or auditing matters; and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

Insider Trading Policy

We maintain an Inside Information and Insider Trading Policy that governs the purchase, sale, and other dispositions of our securities by directors, officers, and employees and is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as Nasdaq standards.

Compensation Committee Interlocks and Insider Participation

During our fiscal year ended April 30, 2024, Messrs. Gluchowski, Favreau, and Monheit and Ms. Wadecki served on the Compensation Committee. None of these individuals had any material contractual or other relationships with us during such fiscal year except as directors. During our fiscal year ended April 30, 2024, none of our executive officers served on the compensation committee or board of directors of any entity whose executive officers serve as a member of our Board of Directors or Compensation Committee.

Board and Committee Meetings

Our Board of Directors held a total of nine meetings during the fiscal year ended April 30, 2024. During the fiscal year ended April 30, 2024, the Audit Committee held four meetings, the Compensation Committee held five meetings, the Nominations and Corporate Governance Committee held five meetings, and the Sustainability Committee held four meetings. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board of Directors, and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she was a member.

Annual Meeting Attendance

We encourage each of our directors to attend each annual meeting of stockholders. To that end, and to the extent reasonably practicable, we regularly schedule a meeting of our Board of Directors on the same day as our annual meeting of stockholders. All of our directors attended the 2023 Annual Meeting.

Majority Voting for Directors

In accordance with our director resignation policy, an incumbent director who does not receive the requisite majority of votes cast in an uncontested election is expected to submit his or her offer of resignation to our Board of Directors. Our Board of Directors, upon recommendation of the Nominations and Corporate Governance Committee, will make a determination as to whether to accept or reject the offered resignation within 90 days after the stockholder vote. A director whose offered resignation is under consideration will abstain from any decision or recommendation regarding the offered resignation, but will otherwise continue to serve as a director until our Board of Directors makes its determination regarding the offered resignation. We will publicly disclose our Board of Directors’ decision regarding the tendered resignation and the rationale behind the decision in a filing of a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC.

Investor Engagement

Our relationship with our stockholders is an important part of our corporate governance commitment. We meet with a broad base of investors throughout the year to discuss strategy and other important matters, including executive compensation. We consider investor feedback on emerging issues, which allows us to better understand our stockholders’ priorities and perspectives. This year-round engagement process provides us with useful input concerning our corporate strategy, including our Sustainability strategy, and enables us to consider developments proactively and to act responsibly.

Communications with Directors

Interested parties may communicate with our Board of Directors or specific members of our Board of Directors, including our independent directors and the members of our various Board committees, by submitting a letter addressed to the Board of Directors of American Outdoor Brands, Inc., c/o any specified individual director or directors, at the address of our executive offices set forth in this proxy statement. Any such letters will be sent to the indicated directors.

Overview

The following tables and discussion relate to the compensation paid to or earned by Brian D. Murphy, our President and Chief Executive Officer; H. Andrew Fulmer, our Executive Vice President, Chief Financial Officer, and Treasurer; and Brent Vulgamott, our Chief Operating Officer. Messrs. Murphy, Fulmer, and Vulgamott, are collectively referred to in this Proxy Statement as our “named executive officers.”

As described above, our Board of Directors has appointed a Compensation Committee, consisting exclusively of independent directors. The charter of the Compensation Committee authorizes the Compensation Committee to determine and approve, or to make recommendations to our Board of Directors with respect to, the compensation of our Chief Executive Officer and other executive officers. Our Board of Directors has authorized the Compensation Committee to make all decisions with respect to such executive compensation.

Among other things, the Compensation Committee, with advice from its independent compensation consultant, determines and approves the base salary of our Chief Executive Officer and other executive officers and establishes annual cash and stock-based compensation programs for our Chief Executive Officer and other executive officers, providing our executives with variable compensation opportunities, a majority of which are based on the achievement of key operating measures, determined at the beginning of the fiscal year, tying pay to performance. Once the Compensation Committee determines key operating measures for the forthcoming fiscal year, the measures generally are not subject to material changes during the fiscal year. The Compensation Committee, with advice from its independent compensation consultant, also determines the compensation of our Board of Directors.

The following section provides compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies” under the requirements of the SEC, including reduced narrative and tabular disclosure obligations regarding executive compensation.

Our executive compensation program is comprised of base salary, annual performance-based cash incentive compensation, and stock-based compensation.

Base Salary

We have an employment agreement with Mr. Murphy, pursuant to which he receives a base salary. For fiscal year 2024, the Compensation Committee increased the base salaries of Messrs. Murphy and Fulmer as follows:

Mr. Vulgamott was appointed to the role of Chief Operating Officer on October 2, 2023 with a base salary of $275,000 for fiscal year 2024.

Annual Cash Incentive Bonuses

We maintain a performance-based incentive compensation plan for our executive officers with performance objectives based primarily on the financial results of our company, using Net Sales and Adjusted EBITDAS as performance metrics. In addition, the performance-based cash incentive compensation plan provides for

strategic objectives which seek to achieve certain operational goals. The amounts earned pursuant to the performance-based incentive compensation plan are calculated and paid to our named executive officers in the fiscal year following when they are earned. For fiscal 2024, we weighted the metrics as follows: 37.5% for net sales. 37.5% for Adjusted EBITDAS and 25% for the strategic goals.

We set the bonus for each executive as a percentage of base salary. The table below sets forth for each named executive officer the annual fiscal 2024 base salary, the target bonus percentage, the annualized target cash bonus opportunity, and the actual bonus paid for fiscal 2024:

Performance Goals

The financial performance metrics established under the fiscal 2024 program were as follows:

The threshold metrics were at least $9.0 million, or 64.7% of Target, for the Adjusted EBITDAS metric for our company and Net Sales of $180.0 million, or 90.0% of Target.

The strategic objectives established under the fiscal 2024 program included a metric designed to increase distribution of direct-to-consumer only brands into the retail channel; greater control over certain supply chain elements; and achievement of certain working capital initiatives. If the Adjusted EBITDAS threshold metric and Net Sales metric are achieved, the target payout for completing these strategic objectives would be paid out in cash up to 25.0% of the executive officer's annual base salary. In the event that the threshold metric for the Adjusted EBITDAS metric and Net Sales metric of $180.0 million, or 90.0% of Target are not met, any bonus earned based on the achievement of the strategic goals is paid out in RSUs that have a one-year vesting schedule from the grant date, with no cash bonus payments made under these circumstances.

In fiscal 2024, consolidated Net Sales and Adjusted EBITDAS, for purposes of compensation, were $201.1 million and $9.8 million, respectively. The Adjusted EBITDAS and Net Sales thresholds were achieved during fiscal 2024 and the Committee determined that the strategic objectives were achieved and paid out in cash at 25.0% of the executive officer's annual base salary.

Long-Term Incentive Compensation

The stock-based awards granted to our executive officers in fiscal 2024 consisted of a 50/50 mix of service-based RSUs and performance-based RSUs, or PSUs.

PSUs

During fiscal 2024, we granted the following PSUs to our named executive officers:

These PSUs are earned and vest based on the relative performance of our common stock against the Russell 2000, or RUT, over the approximately three-year period following the date of grant. If the relative performance of our common stock (measured based on the average closing price of our common stock during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average closing price of our common stock during the 90-calendar-day-period immediately following the date of grant) is less than -15% of the relative performance of the RUT (measured based on the average closing price of the RUT during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average closing price of the RUT during the 90-calendar-day-period immediately following the date of grant), then no PSUs subject to the awards will be earned and vest. If the relative performance of our common stock equals -15% of the relative performance of the RUT, then 25% of the PSUs subject to the awards (at target) will be earned and vest, which is referred to as the threshold award. If the relative performance of our common stock is equal to the relative performance of the RUT, then the PSUs subject to the awards will be earned and vest on a straight-line basis from the threshold award level up to the match award level, with 75% of the PSUs subject to the awards (the target number of PSUs) being earned and vesting if the relative performance of our common stock is equal to the relative performance of the RUT. If the relative performance of our common stock exceeds the relative performance of the RUT by up to five points, then the PSUs subject to the awards will be earned and vest on a straight-line basis from the match award level up to the target award level, with 100% of the PSUs subject to the awards (the target number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by five points. If the relative performance of our common stock exceeds the relative performance of the RUT by over five points up to a level of 20 points, then the PSUs subject to the awards will be earned and vest on a straight-line basis up to the maximum award, with 200% of the PSUs subject to the awards (the maximum number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by 20 points or more.

The underlying shares of our common stock earned, if any, related to these PSUs will be delivered on the ending date of the performance period (approximately three years from grant).

RSUs

During fiscal 2024, we granted the following RSUs to our named executive officers as part of our long-term incentive compensation program:

For Messrs. Murphy and Fulmer, one-fourth of the RSUs vest following each of the first, second, third, and fourth anniversaries of the date of grant. For Mr. Vulgamott, he received an annual RSU award that vests one-third on each of the first, second, and third anniversaries of the date of grant and a RSU award upon promotion to Chief Operating Officer that vests one-third on October 2, 2024; May 1, 2025; and May 1, 2026.

Role of the Independent Compensation Consultant

The Compensation Committee has sole discretion to retain a compensation consultant and is directly responsible for the appointment, compensation, and oversight of the work of the compensation consultant. The Compensation Committee retains a compensation consultant to assist in setting the design and goals of the executive compensation program, to review trends in executive compensation, to identify relevant peer companies, and to conduct an assessment and analysis of executive market compensation. The compensation consultant reports directly to the Compensation Committee.

Compensia, Inc. served as the Compensation Committee’s independent compensation consultant for fiscal 2024. For fiscal 2024, the compensation consultant identified for the Compensation Committee peer group companies, provided a compensation assessment and analysis of those companies, determined the positioning of each executive officer’s compensation by element among the peer companies and the survey data, developed recommendations and guidelines for the structure of our executive compensation program, reviewed the overall compensation package, and advised the Compensation Committee regarding the appropriateness of our executive compensation program. In addressing Compensia’s independence in light of applicable SEC rules and Nasdaq standards, the Compensation Committee considered relevant factors and concluded that Compensia is independent and the engagement would not raise any conflicts of interest under the applicable rules and standards.

Fiscal 2024 Summary Compensation Table

The following table sets forth, for the fiscal years ended April 30, 2024, and 2023, information with respect to compensation for services in all capacities by our named executive officers.

Set forth below is the value for the PSUs granted to our named executive officers during fiscal 2024 assuming that the maximum number of shares was issued (i.e., 200% of the target award value).

Outstanding Equity Awards at Fiscal Year-End 2024

The following table sets forth information with respect to outstanding equity awards of our company held by our named executive officers as of April 30, 2024.