DEF 14A of Smith & Wesson Brands, Inc., Aug 6, 2024

DEF 14A of Smith & Wesson Brands, Inc.

Filed Aug 6, 2024 · FY20240000950170-24-091725

Open on EDGAR

  1. BOARD COMPOSITION

    BOARD COMPOSITION Director Skills and Qualifications The NCG Committee, using a matrix of director skills and experiences that the Board believes are needed to address existing and emerging business and governance issues relevant to us (the “Skills Matrix”), reviews with the Board annually the desired experiences, mix of skills, and other qualities required for new Board members, as well as Board composition. The Board seeks director candidates who possess the requisite judgment, background, skill, expertise, and time to strengthen and increase the breadth of skills and qualifications of the Board. In particular, the Board may consider, among other things, the fit of the individual’s skills, background, qualifications, experience, and personality with those of other directors in maintaining an effective, collegial, and responsive Board and a mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities.

  2. BOARD COMPOSITION

    | Diversity Considerations. The Board does not have a specific diversity policy; however, as noted above, diversity is among the factors the NCG Committee may consider in connection with its annual review of desired experiences, mix of skills, and other qualities required for new Board members. We have posted a board diversity matrix on our website, www.smith-wesson.com, to comply with a Nasdaq rule. The information on our website is not part of this Proxy Statement. | Governance Spotlight Of our seven director nominees, two are women, one is a racial minority, and one is an ethnic minority. |

  3. BOARD COMPOSITION

    Skills Matrix. The NCG Committee developed the Skills Matrix in response to requests from certain of our stockholders for more detailed information concerning our directors’ qualifications. The NCG Committee adopted the Skills Matrix to facilitate the comparison of our directors’ skills and experiences to those that the Board believes are needed to address existing and emerging business and governance issues relevant to us. The table below lists those skills and experiences, along with the total number of director nominees who possess the particular skill or experience.

  4. BOARD COMPOSITION

    | Skill/Experience | Description | # of Director Nominees | | Executive | Experience serving as a CEO or a senior executive provides a practical understanding of a complex business like ours. | 7 of 7 | | Public Company Board | Service on other public company boards facilitates an understanding of corporate governance practices and trends, and insights into board management. | 5 of 7 | | Regulated Industry / Government | Experience with regulated industries and government provides insight and perspective in working constructively and proactively with government agencies. | 4 of 7 | | Sales and Marketing | Experience in sales, brand management, marketing, and marketing strategy provides a perspective on how to better market our products. | 3 of 7 | | Risk Management | Given the importance of the Board’s role in risk oversight, we seek directors who can help identify, manage, and mitigate key risks. | 6 of 7 | | Financial | Understanding financial reporting and accounting processes enables monitoring and assessment of operating and strategic performance and facilitates accurate financial reporting and robust controls. | 4 of 7 | | Manufacturing | Functional experience in a senior operating position with a manufacturing company can help us drive operating performance. | 6 of 7 | | Sustainability | Experience with sustainability matters, including environmental sustainability, human capital management and corporate ethics, enables management of sustainability risks and opportunities. | 3 of 7 |

  5. BOARD COMPOSITION

    | 4 I 2024 Proxy Statement | |

  6. BOARD COMPOSITION

    Director Independence Under the Guidelines and the Nasdaq listing standards, the Board must consist of a majority of independent directors. The Board annually reviews director independence and has determined that all director nominees, except for Mr. Smith (who is our President and CEO), are independent, as “independence” is defined by the SEC and the Nasdaq listing standards. Board Refreshment

  7. BOARD COMPOSITION

    | We recognize the importance of Board refreshment. Directors are elected each year at our annual meeting of stockholders to hold office until the next annual meeting of stockholders and until their successors are elected and qualified. The NCG Committee regularly considers Board composition and how Board composition changes over time. | Governance Spotlight Of our seven director nominees, five have joined the Board since 2018. |

  8. BOARD COMPOSITION

    The Board has not established a mandatory retirement age; however, pursuant to the Guidelines, the Board and the NCG Committee review, in connection with the process of selecting nominees for election at annual stockholder meetings, each director’s continuation on the Board. The Board has not established term limits; however, pursuant to the Guidelines, the NCG Committee reviews each director’s continuation on the Board at least every three years, which, among other things, allows the Board, through the NCG Committee, to consider the appropriateness of the director’s continued service. Director Nomination Process The NCG Committee is responsible for identifying and evaluating Board nominees. In identifying candidates, the NCG Committee may take into account all factors it considers appropriate, which may include personal qualities and characteristics, individual character and integrity, mature judgment, career specialization, relevant technical skills and accomplishments, and the extent to which the candidate would fill a present need on the Board. Stockholder-Recommended Candidates. The NCG Committee will consider persons recommended by our stockholders for inclusion as Board nominees if the information required by our Bylaws is submitted in writing in a timely manner addressed and delivered to our Secretary. Stockholder-Nominated Candidates. Our Bylaws include a “Proxy Access for Director Nominations” provision that permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials Board nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. Majority Voting Standard Our directors are elected by a majority of the votes cast for them in uncontested elections. If an incumbent director does not receive the requisite majority of votes cast, then the director is expected to submit his or her resignation to the Board. Based on the recommendation of the NCG Committee, the Board would determine whether to accept the resignation and would publicly disclose its decision and its rationale. A director who tenders his or her offer of resignation would abstain from any decision or recommendation regarding the offered resignation.

  9. BOARD COMPOSITION

    | 5 I 2024 Proxy Statement | |

  10. BOARD COMPOSITION

    Over-Boarding Policy Our directors may not serve on more than three other public company boards, unless it is determined, based on the individual facts, that such service will not interfere with service on the Board. In connection with the evaluation of these facts, the Chairman of the Board and Chair of the NCG Committee will consider the time commitment required by the director’s service, if any, in leadership positions (e.g., board chair, committee chair, lead independent director, etc.) on the Board and any other public company board of directors. None of our director nominees serves on more than three other public company boards, and our CEO does not serve on any other public company board. The NCG reviews annually the time commitments of our independent directors. Director Nominees The Board currently has seven members. Pursuant to the recommendation of the NCG Committee, the Board has nominated each current director for election at the 2024 Annual Meeting. If elected, each director nominee will hold office until the 2025 Annual Meeting and until his or her successor is elected and qualified. If any director nominee is unable or declines to serve as a director at the time of the 2024 Annual Meeting, the proxies will be voted for any nominee designated by our current Board to fill the vacancy. We do not expect that any director nominee will be unable or will decline to serve as a director. Set forth below is information about each director nominee, including a description of his or her qualifications to serve on the Board and a listing of certain key skills and experiences from the Skills Matrix possessed by each director nominee.

  11. BOARD COMPOSITION

    | ANITA D. BRITT | | | Age: 61 Director since: 2018 Independent Board committees: • Audit • Compensation • Sustainability Other public company boards: • Delta Apparel, Inc. • urban-gro, Inc. • VSE Corporation Other public company boards within five years: • None | Background: Ms. Britt served as CFO of Perry Ellis International, Inc. from 2009 to 2017 and held senior financial leadership positions at Jones Apparel Group, Inc. (1993 to 2006) and Urban Brands, Inc. (2006 to 2009). Ms. Britt is a CPA and a member of the American Institute of Certified Public Accountants. She is also a Board Leadership Fellow, as designated by the National Association of Corporate Directors. Ms. Britt holds a Carnegie Mellon Cybersecurity Oversight Certification and a Harvard Kennedy School Executive Education Certificate in Cybersecurity: The Intersection of Policy and Technology. | | | Key Qualifications and Skills Include: Financial. Extensive corporate finance, investor relations, and capital markets experience gained through service as a public company CFO and other senior financial roles; certified public accountant Public Company Board. Service on three other boards (see related caption) Risk Management. Certified public accountant; former public company CFO; holds multiple cybersecurity certifications (see above) |

  12. BOARD COMPOSITION

    | 6 I 2024 Proxy Statement | |

  13. BOARD COMPOSITION

    | FRED M. DIAZ | | | Age: 58 Director since: 2021 Independent Board committees: • Compensation • Sustainability Other public company boards: • Archer Aviation Inc. • SiteOne Landscape Supply, Inc. • Valero Energy Corporation Other public company boards within five years: • None | Background: Mr. Diaz served as President, CEO, and Chairman of Mitsubishi Motor North America, Inc. from 2018 to 2020 and as General Manager, Performance Optimization Global Marketing and Sales of Mitsubishi Motors Corporation in Tokyo, Japan from 2017 to 2018. He served in various executive level positions with Nissan North America Inc. for four years and Chrysler Corporation LLC for 24 years, including as the President and CEO of the Ram Truck Brand and Chrysler of Mexico. | | | Key Qualifications and Skills Include: Executive. Former President and CEO of Mitsubishi Motor North America, the Ram Truck Brand, and Chrysler of Mexico Manufacturing. Extensive operations experience gained through service as executive of multinational manufacturers, including Mitsubishi and Chrysler Public Company Board. Service on three other boards (see related caption) Sales and Marketing. Former SVP, Sales & Marketing and Operations USA for Nissan North America and Head of National Sales of Ram Truck Brand | | MICHELLE J. LOHMEIER | | | Age: 61 Director since: 2023 Independent Board committees: • Compensation • Sustainability Other public company boards: • Mistras Group, Inc. Other public company boards within five years: • Kaman Corp. | Background: Ms. Lohmeier has been a director since July 2023. She is a former senior advisor to the CEO of Spirit AeroSystems Holdings, Inc. having served in that position from 2019 to 2021. Prior to that, she had served as SVP and General Manager of Airbus Programs at Spirit AeroSystems. Before joining Spirit AeroSystems, Ms. Lohmeier held senior positions at Raytheon Company, including VP of the Land Warfare Systems product line at Raytheon Missile Systems. Previously, she was the program director at Raytheon for the design, development, and production implementation of the Standard Missile-6 weapon system for the U.S. Navy. She began her career with Hughes Aircraft Company as a system test engineer in 1985. | | | Key Qualifications and Skills Include: Manufacturing. Extensive operations experience gained through roles with Spirit AeroSystems, Raytheon, and Hughes Aircraft Public Company Board. Service on another board (see related caption) Regulated Industry/Government. Extensive experience in the highly regulated aerospace and defense industries | | BARRY M. MONHEIT | | | Age: 77 Director since: 2004 Independent Board committees: • Compensation • NCG Other public company boards: • American Outdoor Brands, Inc. Other public company boards within five years: • None | Background: Mr. Monheit served as Chairman of the Board from 2004 until the completion (on August 24, 2020) of the spin-off of our former outdoor products and accessories business (the “Separation”). Since the Separation, he has served as Chairman of American Outdoor Brands, Inc. From 2020 to July 2023, Mr. Monheit served as a Senior Managing Director of J.S. Held, LLC, a consulting company providing services in forensic accounting, fraud investigations, receivership and restructuring, and lost profit exams. He formerly served as President and CEO of Quest Resource Holding Corp., a publicly traded company, as a Senior Managing Director of FTI Palladium Partners, in various capacities with FTI Consulting, Inc., including President of its Financial Consulting Division, and as a partner with Arthur Andersen & Co., where he served as partner-in-charge of its New York Consulting Division and its U.S. Bankruptcy and Reorganization Practice. | | | Key Qualifications and Skills Include: Executive. Former CEO of Quest Resource; Division President of FTI Consulting; and partner of Arthur Andersen Financial. Retired certified public accountant; former partner of Arthur Andersen Public Company Board. Current Chairman of American Outdoor Brands, Inc. |

  14. BOARD COMPOSITION

    | 7 I 2024 Proxy Statement | |

  15. BOARD COMPOSITION

    | ROBERT L. SCOTT | | | Age: 78 Director since: 1999 Independent Board committees: • Audit • NCG Other public company boards: • None Other public company boards within five years: • None | Background: Mr. Scott has served as our Chairman since 2020. He also serves as Chairman of the National Shooting Sports Foundation, or NSSF, and served from 2005 to 2008 on the board of directors of the Sporting Arms and Ammunition Manufacturers' Institute, or SAAMI. Mr. Scott served as a consultant to us (2004 to 2006); our President (1999 to 2002); Chairman of our wholly owned subsidiary, Smith & Wesson Corp. (2003); and President of Smith & Wesson Corp. (2001 to 2002). From 1989 to 1999, he served as Vice President of Sales and Marketing and later as Vice President of Business Development of Smith & Wesson Corp. prior to its acquisition by us. Prior to that, Mr. Scott served in senior positions with Berkley & Company and Tasco Sales Inc., two leading companies in the outdoor industry. He previously served as a director of Primos Hunting, a leader in the hunting category, and OPT Holdings, a hunting accessories marketer. | | | Key Qualifications and Skills Include: Executive. Our former President, VP of Sales and Marketing, and VP of Business Development Regulated Industry/Government. Extensive leadership experience in firearm and outdoor industries through affiliations with us, NSSF, SAAMI, Primos Hunting, and OPT Holdings Sales and Marketing. Our former VP of Sales and Marketing; previously served in senior sales roles with Berkley and Tasco Sales | | MARK P. SMITH | | | Age: 48 Director since: 2020 Not Independent Board committees: • None Other public company boards: • None Other public company boards within five years: • None | Background: Mr. Smith has served as our President and CEO and as a director since August 2020. Since joining us in 2010, he has served in a number of roles with increasing responsibility, including Vice President of Supply Chain Management (2010 to 2011), Vice President of Manufacturing and Supply Chain Management (2011 to 2016), President, Manufacturing Services (2016 to 2020), and Co-President and Co-Chief Executive Officer (January 2020 to August 2020). Prior to joining us, Mr. Smith served as Director Supply Chain Solutions for Alvarez & Marsal Business Consulting, LLC (2007 to 2010), in various positions with Ecolab, Inc. (2001 to 2007) and as a Production Supervisor for Bell Aromatics (1999 to 2001). | | | Key Qualifications and Skills Include: Executive. Our President and CEO Manufacturing. Extensive operations experience gained through roles with us, including as President, Manufacturing Services and VP of Manufacturing and Supply Chain Management, and Alvarez & Marsal Regulated Industry/Government. Extensive leadership experience in firearm industry through affiliation with us |

  16. BOARD COMPOSITION

    | 8 I 2024 Proxy Statement | |

  17. BOARD COMPOSITION

    | DENIS G. SUGGS | | | Age: 58 Director since: 2021 Independent Board committees: • Audit • NCG Other public company boards: • Patrick Industries Other public company boards within five years: • None | Background: Mr. Suggs has served as CEO of LCP Transportation LLC, a non-emergency medical transportation provider, since 2020. From 2014 to 2020, he served as President and CEO of Strategic Materials, Inc., a provider of environmental services. Mr. Suggs previously served in executive capacities with Belden, Inc., Danaher Corporation, and Public Storage Inc. | | | Key Qualifications and Skills Include: Sustainability. Experience as President and CEO of Strategic Materials, a leading glass and plastics recycler, as well as through service on board of directors of Glass Packaging Institute, which focuses on sustainability issues Manufacturing. Extensive operations experience gained through service as executive of Belden and Danaher Regulated Industry/Government. Experience as CEO of LCP Transportation, which operates in a heavily regulated industry, as well as leading organizations that serve highly regulated sectors, such as aerospace and defense |

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee, with advice from its independent compensation consultant, determines, or recommends to the Board for determination, the compensation of our directors. For fiscal 2024, we paid each non-employee director an annual retainer of $70,000. We also paid additional sums to our Chairman, Chairs of our committees, and members of our committees as follows:

  19. DIRECTOR COMPENSATION

    | Chairman | $62,500 | | Chair, Audit Committee | $25,000 | | Chair, Compensation Committee | $25,000 | | Chair, NCG Committee | $25,000 | | Chair, Sustainability Committee | $25,000 | | Non-Chair Audit Committee Members | $8,000 | | Non-Chair Compensation Committee Members | $5,000 | | Non-Chair NCG Committee Members | $5,000 | | Non-Chair Sustainability Committee Members | $5,000 |

  20. DIRECTOR COMPENSATION

    In fiscal 2024, we eliminated the role of Vice Chairman. Each committee member was entitled to receive an additional $1,500 per committee meeting attended in excess of seven meetings per year (for the Audit Committee), in excess of six meetings per year (for the Compensation Committee), in excess of four meetings per year (for the NCG Committee), and in excess of four meetings per year (for the Sustainability Committee). No such payments were made in fiscal 2024. We reimburse directors for travel and related expenses incurred in connection with attending Board and committee meetings. Mr. Smith receives no additional compensation for his service as a director. Each non-employee director receives a stock-based grant to acquire shares of our common stock on the date of his or her first appointment or election to the Board. Each non-employee director also receives a stock-based grant at the Board meeting held immediately following our annual meeting of stockholders for that year. Stock-based grants in fiscal 2024 were in the form of restricted stock units (“RSUs”) for 8,496 shares of common stock. Ms. Lohmeier received an additional RSU award for 7,843 shares of common stock upon joining the Board. The RSUs vest one-twelfth each month after the grant. The following table sets forth the compensation paid by us to each non-employee director for fiscal 2024.

  21. DIRECTOR COMPENSATION

    | | Fees Earned | | | | | | or Paid in | Stock | All Other | | | Name (1) | Cash | Awards (2) | Compensation | Total | | Anita D. Britt | $105,000 | $99,998 | $293(4) | $205,291 | | Fred M. Diaz | $96,667 | $99,998 | $149(5) | $196,814 | | John B. Furman (3) | $36,667 | $— | $149(5) | $36,816 | | Michael F. Golden (3) | $19,667 | $— | $— | $19,667 | | Michelle J. Lohmeier (3) | $63,441 | $199,996 | $5,231(4) | $268,668 | | Barry M. Monheit | $100,000 | $99,998 | $1,121(5) | $201,119 | | Robert L. Scott | $145,500 | $99,998 | $23,432(6) | $268,930 | | Mark P. Smith | $— | $— | $— | $— | | Denis G. Suggs | $103,000 | $99,998 | $2,274(5) | $205,272 |

  22. DIRECTOR COMPENSATION

    (1) As of April 30, 2024, each of the non-employee directors had the following number of stock awards outstanding, which represent undelivered shares underlying vested RSUs: Mr. Monheit 7,956; Mr. Scott 7,956; Ms. Britt 4,956; Mr. Diaz 4,956; Ms. Lohmeier 10,838; and Mr. Suggs 4,956. As of April 30, 2024, there were no stock options outstanding for the directors. (2) The amounts shown in this column represent the grant date fair value for stock awards granted to the directors calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in determining the grant date fair value of these awards are set forth in Note 12 to our consolidated financial statements, which are included in the Form 10-K. (3) Mr. Furman retired at the 2023 Annual Meeting. Mr. Golden passed away in June 2023. Ms. Lohmeier joined the Board in July 2023. (4) Consists of costs for certain products provided without cost and spousal travel. (5) Consists of costs for certain products provided without cost. (6) Consists of reimbursement of medical coverage costs, costs for certain products provided without cost, and spousal travel. We maintain stock ownership guidelines for our directors and executive officers. See “Compensation Matters — Compensation Discussion and Analysis — Additional Compensation Matters — Stock Ownership and Retention Requirements.”

  23. DIRECTOR COMPENSATION

    | 15 I 2024 Proxy Statement | |

  24. EXECUTIVE SUMMARY

    | Risk Mitigation | Program Features | | • Clawback policy • Stock ownership guidelines • Derivatives trading and hedging policy • Annual review of compensation plans and policies includes risk assessment | • Annual say-on-pay advisory vote • Independent compensation consultant • "Double trigger" vesting acceleration in the event of a change-in-control • No tax gross ups in connection with severance or change-in control payments |

  25. ADMINISTRATION

    ADMINISTRATION The Board 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 the Board with respect to, the compensation of our CEO and other executive officers. The Board has authorized the Compensation Committee to make all decisions with respect to executive compensation. Among other things, the Compensation Committee is authorized to determine and approve the base salary of our CEO and other executive officers. Additionally, the Compensation Committee establishes annual cash and stock-based incentive compensation programs for our CEO and other executive officers and provides our executives with variable compensation opportunities, a majority of which is based on the achievement of key operating measures determined at the beginning of the fiscal year. Once the Compensation Committee determines key operating measures for the upcoming 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 directors. Role of the Compensation Committee and our CEO The Compensation Committee determines the compensation of our executive officers, including our CEO, at least annually in light of the goals and objectives of that fiscal year’s compensation program. Together with our CEO, the Compensation Committee annually assesses the performance of our other executive officers. After receiving recommendations from our CEO, the Compensation Committee, with input from its independent compensation consultant, determines the compensation of our other executive officers. In determining executive officer compensation levels, the Compensation Committee periodically reviews compensation levels of executives of companies deemed to be generally similar to ours based on their size, industry, and competitive factors. The Compensation Committee uses this peer group information, as well as published executive compensation survey data from a broader group of companies with similar revenue to ours, as points of reference; however, the Compensation Committee does not benchmark or target our compensation levels to a specific percentile against this competitive information. At the invitation of the Compensation Committee, our CEO may attend portions of Compensation Committee meetings, except those at which his compensation is discussed or determined. This enables the Compensation Committee to review with him the goals that he regards as important to achieving our success and to receive his assessment of the performance of, and goals for, our other executive officers. However, the Compensation Committee, with the assistance of its independent compensation consultant, rather than our CEO, determines goals, targets, and compensation for our other executives.

  26. ADMINISTRATION

    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, assisted with designing the 2024 Bonus Plan (as defined below), reviewed director compensation, reviewed the overall compensation package, advised the Compensation Committee regarding the appropriateness of our executive compensation program, and assisted the Compensation Committee with its annual compensation risk assessment. 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. Peer Group for Fiscal 2024 Based on the advice of the Compensation Committee’s independent compensation consultant, the Compensation Committee made no changes to the peer group for fiscal 2024. For the peer group selected for fiscal 2023, the consultant identified companies deemed generally relevant to us with a focus on those involved in durables and apparel and consumer products companies, especially those with high dollar value products. The consultant then supplemented the list with companies involved in manufacturing. Within these industries, the consultant used a “rules-based” approach to select companies based on similar financial characteristics; specifically, it targeted companies with revenue from approximately $500 million to $2 billion and a market capitalization from approximately $300 million to $3 billion.

  27. ADMINISTRATION

    | Fiscal 2024 Peer Group | | | Ethan Allen Interiors, Inc. | Movado Group, Inc. | | Go Pro, Inc. | OneWater Marine Inc. | | Haverty Furniture Companies, Inc. | Quanex Building Products Corp. | | Hooker Furniture Corporation | Standard Motor Products | | iRobot Corporation | Standex International Corporation | | Johnson Outdoors Inc. | Stoneridge, Inc. | | Lifetime Brands, Inc. | Sturm, Ruger & Company, Inc. | | Malibu Boats, Inc. | Universal Electronics Inc. | | MarineMax, Inc. | Vista Outdoor Inc. | | MasterCraft Boat Holdings, Inc. | Wolverine World Wide, Inc. | | Motorcar Parts of America, Inc. | |

  28. COMPENSATION ELEMENTS

    | Factors | Base Salary | Annual Performance -Based Cash Incentive | PSUs | RSUs | | Form of Compensation | Cash | | Equity | | | | Fixed | Performance-Based | Performance-Based | Time-Based | | Performance Timing | Short-Term Emphasis | | Long-Term Emphasis | | | Measurement Period | Annual and Ongoing | 1 year | Vests at end of 3-year period | Vests 25% each year over 4-year period | | Key Performance Metrics Applicable | — | Net Sales; Adjusted EBITDAS | Relative TSR | Stock Price | | Determination of Performance-Based Payouts | — | Formulaic | Formulaic | — |

  29. COMPENSATION ELEMENTS

    (1) These increases took into account peer company comparisons and additional experience in the position. Annual Performance-Based Cash Incentive Compensation Annual performance-based cash incentive compensation is designed to motivate our executives and reward the achievement of specific performance goals that support our business strategy. In designing the cash incentive compensation plan for any particular year or period, the Compensation Committee establishes performance objectives, based primarily on our financial results and the achievement of other corporate goals. In limited cases, the Compensation Committee may consider individual objectives, responsibilities, and performance in determining the amounts payable, but it did not do so in fiscal 2024. The Compensation Committee determines the target annual compensation opportunities for our executive officers, with these opportunities being subject to change from year to year based on its periodic review of economic, industry, and competitive data; changes in individual responsibilities; and our overall compensation philosophy. The Compensation Committee confirms, with its independent compensation consultant and our independent audit firm, the achievement of the objectives and approves the payment, if any, of annual cash incentive compensation in the first quarter of the following fiscal year. Fiscal 2024 Executive Annual Cash Incentive Program. In April 2023, the Compensation Committee established the 2024 Executive Annual Bonus Plan, a performance-based cash incentive compensation plan for our executives, including our NEOs (the “2024 Bonus Plan”). The 2024 Bonus Plan provided each participant an opportunity to earn cash incentive compensation based on attaining pre-established objective financial performance metrics and, from time to time, individual performance goals. Each participant was assigned an incentive bonus opportunity expressed as a percentage of base pay and objective financial performance metrics were established with varying weightings totaling 100%. For each metric, threshold, target, and maximum performance levels were set. Final cash incentive compensation was calculated by multiplying each participant’s target percentage by the weighted average percentage calculated for each metric. Cash incentive compensation could not exceed 200% of a participant’s target bonus opportunity, and eligibility for payment of any award was subject to the participant continuing to be employed by us through the end of the fiscal year. Fiscal 2024 Performance Metrics. For fiscal 2024, the Compensation Committee established Net Sales and Adjusted EBITDAS as the performance metrics for our executives, with a weighting of 40% for Net Sales and 60% for Adjusted EBITDAS. Adjusted EBITDAS also served as the threshold for which the failure to achieve this performance metric would result in no bonus payments regardless of the achievement of the other performance metric. The target award percentages for fiscal 2024 as a percentage of base pay were 100% for Mr. Smith, 75% for Ms. McPherson, and 65% for Mr. Maxwell and Ms. Cupero. There were no individual performance goals for fiscal 2024.

  30. COMPENSATION ELEMENTS

    | Performance Metrics | Target Performance (in 000's) | Potential Maximum Payout of Target Bonus | Performance Required to Earn Maximum Payout (as a % of Target Performance) | | Net Sales | $580,436 | 200.0% | 115.0% | | Adjusted EBITDAS | $111,989 | 200.0% | 115.0% |

  31. COMPENSATION ELEMENTS

    The table below sets forth for each NEO the annual fiscal 2024 base salary, the target bonus percentage, the annualized target cash bonus opportunity, and the actual bonus paid for fiscal 2024 reflected as a percentage of target bonus opportunity and in cash:

  32. COMPENSATION ELEMENTS

    | Name | Annual Fiscal 2024 Base Salary | Target Bonus Percentage | Annualized Target Cash Bonus Opportunity | Actual Bonus paid for Fiscal 2024 (as a % of Target Bonus Opportunity | Actual Bonus Paid for Fiscal 2024 | | Mark P. Smith | $743,000 | 100% | $743,000 | 70.6% | $524,758 | | Deana L. McPherson | $424,000 | 75% | $318,000 | 70.6% | $224,594 | | Kevin A. Maxwell | $361,000 | 65% | $234,650 | 70.6% | $165,726 | | Susan J. Cupero | $318,000 | 65% | $206,700 | 70.6% | $145,986 |

  33. COMPENSATION ELEMENTS

    Stock-Based Compensation Our stock-based compensation is comprised of both RSUs and PSUs. We believe stock-based compensation is critical in aligning our executives’ and stockholders’ interests. Together, we believe that these incentives focus our executives on making decisions that will benefit our stockholders. The Compensation Committee believes in tying executive rewards directly to our long-term success and focusing our executives’ efforts on increasing stockholder value by aligning their interests with those of our stockholders. Our stock-based compensation enables our executives to earn and maintain a significant stock ownership position in the Company. The amount of stock-based compensation granted takes into account our performance; the grant date value of awards; previous grants to an executive officer; an executive officer’s position; the performance, contributions, skills, experience, and responsibilities of the executive officer; the cost to us; the executive officer’s total compensation in relation to peers at our peer companies; and other factors that the Compensation Committee deems necessary or appropriate from time to time, including retention, overhang, and burn rate. The Compensation Committee generally sets the vesting schedule for RSUs over multiple year periods to encourage executive retention. The Compensation Committee generally establishes multi-year performance requirements for the earning of PSUs to reward long-term Company performance. PSUs are earned only if the relative performance of our common stock achieves the then-applicable pre-established metric compared with the RUT’s performance. In addition, we generally maintain a value cap on PSUs. Given the high-profile nature of our industry, it has become increasingly difficult to attract, motivate, and retain highly qualified individuals willing to be associated with us and our industry. The Compensation Committee continues to recognize the importance of long-term incentive stock-based compensation as a factor in executive compensation. Timing of Stock-Based Awards. The Compensation Committee sets the value of RSUs and PSUs at the fair market value of our common stock, which, for annual awards, is the average closing price of our common stock on Nasdaq for the five-day period ending on the effective date of grant and, for new hires or special awards, is the closing price of our common stock on Nasdaq on the effective date of grant. The Compensation Committee generally grants stock-based compensation to our executive officers annually within the same time frame each year. In the case of new hires, grant prices generally are determined by the closing price of our common stock on the 15th day of the month following the date on which the employee reports for service. Dividend Equivalent Rights. After consulting with the Compensation Committee’s independent compensation consultant and reviewing the practices of a peer group competitor, among other factors, in September 2023 the Compensation Committee granted dividend equivalents to directors and NEOs

  34. COMPENSATION ELEMENTS

    effective immediately with respect to outstanding RSU awards and future RSU awards. Dividends on those awards will not pay out unless and until the awards vest. Fiscal 2024 Stock-Based Compensation. During fiscal 2024, grants of annual stock-based compensation to our NEOs consisted of RSUs and PSUs, with a weighting of 40% for RSUs and 60% for PSUs. In determining the equity awards granted to each executive officer, the Compensation Committee considered the factors discussed above. During fiscal 2024, we granted the following RSUs and PSUs to our NEOs:

  35. COMPENSATION ELEMENTS

    | Name | RSUs | PSUs at Threshold | PSUs at Target | PSUs at Maximum | | Mark P. Smith | 68,672 | 39,143 | 103,008 | 206,016 | | Deana L. McPherson | 21,256 | 12,116 | 31,883 | 63,766 | | Kevin A. Maxwell | 13,898 | 7,921 | 20,846 | 41,692 | | Susan J. Cupero | 13,898 | 7,921 | 20,846 | 41,692 |

  36. COMPENSATION ELEMENTS

    RSUs vest one-fourth following each of the first, second, third, and fourth anniversaries of the grant date. PSUs are earned and vest based on the relative performance of our common stock against the RUT over the approximately three-year performance 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) does not equal or exceed 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 the relative performance of the RUT, then 38% of the PSUs subject to the awards (at target) will be earned and vest, or the threshold award. 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 threshold 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 10 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 10 points or more. The underlying shares of our common stock earned, if any, relating to PSUs will be delivered as soon as practical after the ending date of the performance period and confirmation by the Compensation Committee of the performance achievement. The maximum number of shares that can be delivered with respect to the fiscal 2024 PSU awards is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. Upon a change in control of the Company prior to the three year anniversary of the date of any PSU grant, each PSU award recipient will earn a number of PSUs subject to the award in accordance with the formula described above, provided that (i) the relative performance of our common stock will be measured based on the consideration offered for one share of our common stock in the change in control to calculate our market capitalization (or in the event of a change in control that does not involve an acquisition of our stock, based on the trading price of our common stock on the date of the change in control to calculate our market capitalization) against the average closing price of our common stock during the 90-calendar-day period immediately following the date of grant; and (ii) the relative performance of the RUT will be measured based on the average closing price of the RUT during the 90-calendar-day-period immediately prior to the change in control against the average closing price of the RUT during the 90-calendar-day-period immediately

  37. COMPENSATION ELEMENTS

    following the date of grant. The PSUs earned pursuant to the formula described above will then be converted into RSUs that will vest upon the earlier of (i) a qualifying termination of employment or (ii) the original vesting date. 2021 PSU Payout. The PSUs granted in fiscal 2021 to our executive officers, which had a three-year performance period ending May 1, 2024, were not earned because our market capitalization did not meet the minimum performance requirements compared with the RUT. Over the three-year performance period, our market capitalization depreciated 32.9% while the RUT depreciated 10.0%. As a result, the Compensation Committee confirmed that this underperformance resulted in the PSUs granted in fiscal 2021 not being earned. Therefore, our NEOs who received the 2021 award received none of the target shares of common stock underlying the PSUs granted in fiscal 2021. Adjustments for the Separation. In connection with the Separation, our outstanding stock-based awards were adjusted in a manner intended to maintain the intrinsic value of the RSUs and PSUs immediately prior to the Separation. The RSUs and PSUs held by our directors and executives generally were converted into RSUs or PSUs of our company and AOUT, such that each such holder would (i) continue to hold the existing RSU or PSU in our company covering the same number of shares of our common stock that were subject to the RSU or PSU prior to the Separation and (ii) receive an identical RSU or PSU covering one share of AOUT common stock for each four shares of our common stock covered by the RSU or PSU in our company, resulting in the RSUs or PSUs for our company, and AOUT, having a combined intrinsic value immediately after the Separation as before the Separation, taking into account any necessary adjustments to the exercise price to maintain such intrinsic value. In addition, to the extent the existing award of our company is subject to the achievement of certain company performance-based target goals, appropriate adjustments were made to such target goals and incorporated into the new awards to reflect the changes to the businesses as a result of the Separation. The number of shares covered by RSUs in our company held by other employees were adjusted so that the RSUs had the same intrinsic value immediately following the Separation as before the Separation. To the extent the existing award is subject to vesting based upon continued service, the new awards also remained subject to the same vesting conditions based upon continued employment with the holder’s post-Separation employer. Benefits and Perquisites Our executives are eligible to participate in those health, welfare, and retirement plans generally available to employees who meet applicable eligibility requirements, including our profit sharing, 401(k), employee stock purchase, and medical and disability plans. In addition, from time to time, we may provide our executive officers with other benefits and perquisites that we believe are reasonable, including severance and change-in-control benefits, car allowances, housing allowances, relocation assistance, a nonqualified supplemental deferred compensation plan, and insurance premium reimbursement. We do not view perquisites and other personal benefits as a significant element of our executive compensation program, but we believe they can be useful in attracting, motivating, and retaining executive talent. We believe these additional benefits may assist our executives in performing their duties and provide time efficiencies in appropriate circumstances. We may provide additional benefits and perquisites to our executives in the future as an element of their overall compensation. All future practices will be approved and subject to periodic review by the Compensation Committee.

  38. ADDITIONAL COMPENSATION MATTERS

    Deductibility of Executive Compensation Section 162(m) of the Code generally limits our deductibility, for federal income tax purposes, of compensation paid to each of our NEOs in excess of $1 million per person per year. Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of a company that exceeds certain prescribed limits and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G and 4999 during fiscal 2023, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement. Derivative Trading and Hedging See “Board and Governance Matters—Additional Governance Matters—Director and Officer Derivative Trading and Hedging.” Clawback Policy We maintain a compensation recovery, or clawback, policy that is intended to comply with applicable Nasdaq rules. If we are required to prepare an accounting restatement (as defined therein), then, subject to certain exceptions, we will recover reasonably promptly the amount of erroneously awarded compensation (as defined therein) received (as defined therein) by any current or former executive officer (as defined therein) during the recovery period (as defined therein). This policy is administered by the Compensation Committee. Stock Ownership and Retention Requirements 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:

  39. ADDITIONAL COMPENSATION MATTERS

    Each individual has five years from the date of his or her appointment as a director or an executive officer to achieve the required ownership levels. For these purposes, stock ownership generally includes shares directly owned by the individual (including any shares over which the individual has sole ownership, voting, or investment power); 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 RSUs that have vested and are deliverable or will be vested and deliverable within 60 days; shares underlying 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. 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 inability to be a nominee for election to the Board, in the case of a director.

  40. ADDITIONAL COMPENSATION MATTERS

    Employment Agreements We do not maintain employment agreements with any of our NEOs, except Mr. Smith. On April 4, 2020, we entered into an employment agreement with Mr. Smith, pursuant to which he is (a) entitled to an annual base salary that is subject to annual review by the Board and (b) eligible to participate in our executive compensation programs, to receive a discretionary annual cash bonus under our annual cash incentive program as determined by the Board, and to receive annual and periodic stock-based compensation awards as determined by the Board. Mr. Smith is entitled to receive other standard benefits, including a car allowance of $1,500 per month; participation in any group health insurance, pension, retirement, vacation, expense reimbursement, relocation program, and other plans, programs, and benefits approved by the Board and made available from time to time to our other executives; and certain insurance benefits. If we unilaterally terminate Mr. Smith’s employment without cause, he will receive (i) his base salary for 18 months after the termination; (ii) a pro rata portion of his annual cash bonus for the fiscal year in which the termination occurs to the extent earned under the then applicable executive annual cash incentive program; (iii) a car allowance for 18 months after termination; (iv) at our option, either (x) coverage under our medical plan to the extent provided for him pursuant to his employment agreement at termination, such benefits to be received for 18 months thereafter or (y) reimbursement for the COBRA premium for such coverage through the earlier of the 18-month period or the COBRA eligibility period; and (v) a vested pro rata portion of stock-based awards scheduled to vest in the fiscal year of the termination. If Mr. Smith’s employment is terminated by reason of his death or disability, if Mr. Smith unilaterally terminates his employment, or if Mr. Smith engages in an act or acts involving a crime, moral turpitude, fraud or dishonesty, or he willfully violates in a material respect our Corporate Governance Guidelines, Code of Conduct, or Code of Ethics for the Chief Executive Officer and Senior Financial Officers, he will receive no further base compensation under his employment agreement. If Mr. Smith’s employment is terminated by reason of his death or disability, if we unilaterally terminate Mr. Smith’s employment without cause, or if Mr. Smith voluntarily terminates his employment, or is terminated by us, following a qualifying change in control event as described below, he will receive, for the fiscal year of the notice of termination, any earned bonus, on a pro-rated basis, based on the performance goals actually achieved for the fiscal year of the notice of termination, as determined in the sole discretion of the Board, at the time such bonuses are paid to our other employees. The agreement provides that, in the event of a change in control (as defined therein), Mr. Smith may, at his option and upon written notice to us, terminate his employment, unless (i) the provisions of his employment agreement remain in full force and effect and (ii) he suffers no reduction in his status, duties, authority, or compensation following the change in control, provided that he will be considered to suffer a reduction in his status, duties, or authority if, after the change in control, (a) he is not the CEO of the Company that succeeds to our business; (b) such company’s stock is not listed on a national stock exchange; or (c) such company terminates his employment or reduces his status, duties, authority, or compensation within one year of the change in control. If, within one year of a change of control, Mr. Smith terminates his employment because of the change in control following which the employment agreement does not remain in full force and effect or his status, duties, authority, or compensation have been reduced, or such company terminates Mr. Smith, he will receive (A) his base salary for 18 months; (B) an amount equal to 150% of the average of his cash bonus paid for each of the two fiscal years immediately preceding his termination, which will be paid over the 18-month period; (C) his car allowance for 18 months; and (D) at our option, either (x) coverage under our medical plan to the extent provided for him at the date of termination for 18 months or (y) reimbursement for the COBRA premium for such coverage through the earlier of such 18-month period or the COBRA eligibility period. In addition, all unvested stock-based compensation held by Mr. Smith in his capacity as an employee on the effective date of the termination will vest as of the effective date of such termination.

  41. ADDITIONAL COMPENSATION MATTERS

    The employment agreement includes non-competition and non-solicitation provisions that apply for 18 months following termination. Severance Plan Benefits The Smith & Wesson Brands, Inc. Executive Severance Pay Plan (the “Executive Severance Plan”) is intended to provide severance pay to certain eligible executives whose employment is terminated under certain circumstances. All of our NEOs participated in the Executive Severance Plan during fiscal 2024, except Mr. Smith, whose severance eligibility is covered under other agreements. A participating executive will be entitled to the severance benefits described in the Executive Severance Plan only if he or she (i) is terminated without good cause (as defined therein), (ii) resigns for good reason (as defined therein), (iii) is terminated without good cause under certain circumstances incident to a change in control (as defined therein) or (iv) resigns following an adverse change in control effect (as defined therein). In the case of a termination related to (i) or (ii), the participating executive would be entitled to receive base salary continuation for up to 26 weeks, a pro rata portion of his or her annual cash bonus for the fiscal year in which the termination occurs to the extent earned, and reimbursement for the cost of healthcare continuation coverage for the period of salary continuation. In the case of a termination or resignation related to (iii) or (iv), the participating executive would be entitled to receive base salary continuation for up to 52 weeks, a lump sum cash payment equal to the average of the cash incentive bonuses paid to the executive for each of the preceding two fiscal years, vesting of all stock-based compensation granted to the executive in his or her capacity as an employee, and reimbursement for the cost of healthcare continuation coverage for the participating executive and his or her eligible dependents for the period of salary continuation. See “Potential Payments Upon Termination or Change in Control.”

  42. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 SUMMARY COMPENSATION TABLE The following table sets forth, for fiscal 2024, 2023, and 2022, information with respect to compensation for services in all capacities to us and our subsidiaries earned by our NEOs.

  43. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total (5) | | Mark P. Smith | 2024 | $743,000 | $200,000 | $2,072,864 | $524,758 | $105,905 | $3,646,527 | | President and Chief | 2023 | $721,000 | $— | $1,502,872 | $— | $81,849 | $2,305,721 | | Executive Officer | 2022 | $700,000 | $— | $1,371,850 | 648,895 | $101,153 | $2,821,898 | | Deana L. McPherson | 2024 | $424,000 | $125,000 | $641,600 | $224,594 | $140,725 | $1,555,919 | | Executive Vice President, | 2023 | $412,000 | $— | $463,202 | $— | $60,501 | $935,703 | | Chief Financial Officer, Treasurer, and Assistant Secretary | 2022 | $400,000 | $— | $422,095 | $259,558 | $65,880 | $1,147,533 | | Kevin A. Maxwell (6) | 2024 | $361,000 | $125,000 | $419,499 | $165,726 | $55,124 | $1,126,349 | | Senior Vice President, | 2023 | $350,000 | $— | $319,100 | $— | $16,167 | $685,267 | | General Counsel, Chief | 2022 | $163,462 | $50,000 | $349,994 | $97,662 | $7,362 | $668,480 | | Compliance Officer, and | | | | | | | | | Secretary | | | | | | | | | Susan J. Cupero | 2024 | $317,827 | $50,000 | $419,499 | $145,986 | $63,536 | $996,848 | | Vice President, Sales | 2023 | $309,000 | $— | $319,100 | $— | $46,352 | $674,452 | | | 2022 | $299,519 | $— | $290,190 | $180,764 | $62,575 | $833,048 |

  44. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (1) The amounts shown in this column for 2024 represent the amount Messrs. Smith and Maxwell and Mmes. McPherson and Cupero received in recognition of their efforts in connection with the Relocation. See “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Annual Performance-Based Cash Incentive Compensation — Special, One-Time Bonuses.” The amount shown in this column for 2022 represents the amount Mr. Maxwell received upon hire in fiscal 2023. No other discretionary bonuses were paid to our NEOs. (2) The amounts shown in this column represent the grant date fair value for PSUs and RSUs granted to the NEOs during the covered year calculated in accordance with ASC Topic 718 excluding the effect of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 12 to our consolidated financial statements, which are included in our Form 10-K. For further information on these awards, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation” and “Fiscal 2024 Grants of Plan-Based Awards” below and the narrative discussion that follows. Set forth below is the maximum value for the PSUs granted to the NEOs during fiscal 2024 (i.e., 200% of the target award value).

  45. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Name | Stock Awards Maximum Value of PSUs | | Mark P. Smith | $2,486,613 | | Deana L. McPherson | $769,656 | | Kevin A. Maxwell | $503,222 | | Susan J. Cupero | $503,222 |

  46. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (3) The amounts shown in this column constitute payments made, if any, under our 2024, 2023, and 2022 annual performance-based cash incentive compensation programs. These amounts were calculated and paid to our NEOs in the fiscal year following when they were earned. For a description of our payments in fiscal 2024, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Annual Performance-Based Cash Incentive Compensation.”

  47. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | | 2024 Proxy Statement I 30 |

  48. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (4) All Other Compensation consisted of the following for fiscal 2024:

  49. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Name | Car Allowance | Reimbursement for Insurance Premiums (4a) | Matching Contributions to Defined Contribution Plan | Payments Under Profit Sharing Plan (4b) | Relocation Payments | Other | Total (5) | | Mark P. Smith | $18,000 | $11,769 | $10,128 | $35,849 | $13,618 | $16,541(4c) | $105,905 | | Deana L. McPherson | $12,000 | $4,589 | $10,025 | $35,849 | $78,122 | $140(4d) | $140,725 | | Kevin A. Maxwell | $10,800 | $1,267 | $6,608 | $35,849 | — | $600(4e) | $55,124 | | Susan J. Cupero (6) | $16,500 | $1,111 | $9,548 | $35,849 | — | $528(4f) | $63,536 |

  50. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (4a) Except as otherwise indicated, the amounts shown in this column consist of reimbursement of disability insurance premiums. (4b) Profit sharing amounts earned in fiscal 2024 that exceeded the 401(k) maximum contribution limit will be contributed to the Deferred Compensation Plan (as defined below) upon payout in the fiscal year ending April 30, 2025. For further information, see “Retirement Plans — Nonqualified Deferred Compensation” below. (4c) Consists of a country club membership, spousal travel, and certain products provided without cost. (4d) Consists of federal firearm license fees and certain products provided without cost. (4e) Consists of dividends paid on shares delivered within fiscal year and federal firearm license fees. (4f) Consists of dividends paid on shares delivered within fiscal year and certain products provided without cost. (5) The dollar value in this column for each NEO represents the sum of all compensation reflected in the previous columns. (6) Amount includes $5,700 of car allowance due from the prior year.

  51. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth certain information with respect to grants of plan-based awards to our NEOs during fiscal 2024.

  52. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(3) | Options (#) | Awards ($/Sh) | Awards (4) | | Mark P. Smith | 5/1/2023 | $— | $— | $— | — | — | — | 68,672 | — | $— | $829,558 | | | 5/1/2023 | $— | $— | $— | 39,143 | 103,008 | 206,016 | — | — | $— | $1,243,306 | | Deana L. McPherson | 5/1/2023 | $— | $— | $— | — | — | — | 21,256 | — | $— | $256,772 | | | 5/1/2023 | $— | $— | $— | 12,116 | 31,883 | 63,766 | — | — | $— | $384,828 | | Kevin A. Maxwell | 5/1/2023 | $— | $— | $— | — | — | — | 13,898 | — | $— | $167,888 | | | 5/1/2023 | $— | $— | $— | 7,921 | 20,846 | 41,692 | — | — | $— | $251,611 | | Susan J. Cupero | 5/1/2023 | $— | $— | $— | — | — | — | 13,898 | — | $— | $167,888 | | | 5/1/2023 | $— | $— | $— | 7,921 | 20,846 | 41,692 | — | — | $— | $251,611 |

  53. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    (1) For a description of our payments in fiscal 2024, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Annual Performance-Based Cash Incentive Compensation.” (2) These PSUs vest based on the relative performance of our common stock against the RUT over the approximately three-year period following the date of grant. Notwithstanding the amounts shown in the “Maximum” column, the maximum number of shares that can be delivered with respect to fiscal 2024 PSU grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. For further information on these awards, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation.” (3) One-fourth of the RSUs vest on each of the first, second, third, and fourth anniversaries of the date of grant, subject to each executive’s continued services with us. (4) The amounts shown in this column represent the grant date fair value of stock awards calculated in accordance with ASC Topic 718, excluding the effects of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 12 to our consolidated financial statements, which are included in our Form 10-K.

  54. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | 31 I 2024 Proxy Statement | |

  55. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth information with respect to outstanding equity awards held by our NEOs as of April 30, 2024.

  56. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | | Stock Awards | | | | | | | | | Market | Equity Incentive | Equity Incentive | | | | Number | Value of | Plan Awards: | Plan Awards: | | | | of | Shares or | Number of | Market or | | | | Shares or | Units of | Unearned | Payout Value | | | | Units of | Stock | Shares, Units | of Unearned | | | Stock | Stock | That Have | or Other | Shares, Units or | | | Award | That Have | Not | Rights That | Other Rights | | | Grant | Not | Vested | Have Not | That Have | | Name | Date (1) | Vested | (2) | Vested (3) | Not Vested (2) | | Mark P. Smith | 4/30/2019 | 3,142 | $53,320 | | | | | 4/6/2020 | 22,064 | $374,426 | | | | | 8/25/2020 | 7,238 | $122,829 | | | | | 5/3/2021 | 13,926 | $236,324 | 83,556 | $1,417,945 | | | 5/2/2022 | 31,375 | $532,434 | 125,500 | $2,129,735 | | | 5/1/2023 | 68,672 | $1,165,364 | 206,016 | $3,496,092 | | Deana L. McPherson | 6/15/2019 | 1,109 | $18,820 | | | | | 4/6/2020 | 7,831 | $132,892 | | | | | 5/3/2021 | 4,284 | $72,699 | 25,708 | $436,265 | | | 5/2/2022 | 9,670 | $164,100 | 38,680 | $656,400 | | | 5/1/2023 | 21,256 | $360,714 | 63,766 | $1,082,109 | | Kevin A. Maxwell | 11/8/2021 | 8,120 | $137,796 | | | | | 5/2/2022 | 6,662 | $113,054 | 26,646 | $452,183 | | | 5/1/2023 | 13,898 | $235,849 | 41,692 | $707,513 | | Susan J. Cupero | 3/15/2020 | 1,398 | $23,724 | | | | | 8/24/2020 | 310 | $5,261 | | | | | 9/9/2020 | 1,839 | $31,208 | | | | | 5/3/2021 | 2,946 | $49,994 | 17,674 | $299,928 | | | 5/2/2022 | 6,662 | $113,054 | 26,646 | $452,183 | | | 5/1/2023 | 13,898 | $235,849 | 41,692 | $707,513 |

  57. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    (1) Generally, awards of RSUs vest one-fourth on May 1 following each of the first, second, third, and fourth anniversaries of the date of grant or on each of the first, second, third, and fourth anniversaries of the date of the grant. Awards of PSUs vest if the relative performance of our common stock achieves the then-applicable metric compared with the performance of the RUT over the approximately three-year performance period following the date of grant. For further information on these awards, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation.” (2) The market value of shares or units of stock that have not vested and unearned equity incentive plan awards is determined by multiplying the closing market price of our common stock at the end of our last completed fiscal year by the number of shares or units of stock or the amount of unearned equity incentive plan awards, as applicable. (3) These PSUs vest based on the relative performance of our common stock against the RUT over the approximately three-year performance period following the date of grant and are reported at the maximum level of award. Notwithstanding the maximum amounts shown in this column, the maximum number of shares that can be delivered with respect to such grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. Reference is also made to footnote 1 above. See also “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation.” (4) These PSUs were granted prior to the Separation; therefore, the performance against the RUT has been modified to compare against our market capitalization at the start of the performance period as compared to our market capitalization combined with AOUT at the end of the performance period. See “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation — Adjustments for the Separation.”

  58. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | 32 I 2024 Proxy Statement | |

  59. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    Option Exercises and Stock Vested in Fiscal 2024 The following table describes, for the NEOs, the number of shares acquired and the value realized on the exercise of options and vesting of stock awards during fiscal 2024.

  60. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | | Stock Awards | | | | Number of Shares | Value | | Name | Acquired on Vesting (1) | Realized on Vesting (2) | | Mark P. Smith | 39,128 | $471,169 | | Deana L. McPherson | 10,519 | $126,365 | | Kevin A. Maxwell | 6,281 | $82,481 | | Susan J. Cupero | 8,146 | $107,511 |

  61. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    (1) Includes shares that have vested but are not yet deliverable. (2) For stock awards, the value realized is computed as the market price on the later of the date the restrictions lapse or the delivery date multiplied by the number of shares vested. See “Compensation Matters — Compensation Discussion and Analysis —Compensation Elements — Stock-Based Compensation — 2021 PSU Payout."

  62. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION We offer a Nonqualified Supplemental Deferred Compensation Plan, which is an unfunded deferred compensation plan that is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder (the “Deferred Compensation Plan”). The Deferred Compensation Plan provides deferred compensation benefits to a select group of management or highly compensated employees, as selected (in each case) by us. The Deferred Compensation Plan allows participants to prospectively elect to defer up to 50% of base salary and up to 100% of certain cash bonuses. In the event that salary deferred into the 401(k) Plan must be returned to a participant under the Code’s 401(k) rules, a comparable amount of salary may be deferred into the plan by the participant if the participant has made such an election. In addition, we make non-elective contributions to the extent necessary to compensate participants for the amount of their “profit sharing” contribution that cannot be made to the 401(k) Plan due to the limitations of Section 415 of the Code. Additional discretionary non-elective contributions may also be made. Participant deferrals and non-elective contributions are, at all times, 100% vested. Deferrals and non-elective contributions are credited to a deferred compensation account and held in a “rabbi trust” until the occurrence of an applicable distributable event. Distributable amounts are paid in the form of a lump sum cash payment or, for certain distributions, in a fixed number of cash installment payments, as elected by the participant. The following table sets forth, for our NEOs, earnings, distributions and year-end account balances with respect to the Deferred Compensation Plan.

  63. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Aggregate Balance at Beginning FY | Registrant Contributions in Last FY | Employee Contributions in Last FY | Aggregate Earnings in last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE (1) | | Mark P. Smith | $53,377 | $— | $— | $8,067 | $— | $61,445 | | Deana L. McPherson | $380,294 | $— | $— | $58,286 | $— | $438,580 | | Kevin A. Maxwell | $— | $— | $— | $— | $— | $— | | Susan J. Cupero | $6,738 | $— | $— | $512 | $— | $7,250 |

  64. NONQUALIFIED DEFERRED COMPENSATION

    (1) Earnings reported in the aggregate balance at last fiscal year end were not reported as compensation to the NEO in the Summary Compensation Table for previous years because no above-market or preferential earnings on any nonqualified deferred compensation were paid to our NEOs.

  65. NONQUALIFIED DEFERRED COMPENSATION

    | 34 I 2024 Proxy Statement | |

  66. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  67. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Executive Benefits and Payments Upon Separation | Termination Not for Cause, or for Good Reason - No Change of Control | Termination Not for Cause, or Upon Resignation - Change of Control | Voluntary Termination | Death | Disability | | Mark P. Smith | Compensation: | | | | | | | | Cash severance (1) | $1,114,500 | $1,114,500 | $— | $— | $— | | | Bonus | $524,758(2) | $543,569(3) | $— | $524,758 | $524,758 | | | Equity Awards | $842,395(4) | $5,795,000(5) | $— | $— | $— | | | Benefits and Perquisites: | | | | | | | | Health and welfare benefits (6) | $45,692 | $45,692 | $— | $— | $— | | | Other (7) | $27,000 | $27,000 | $— | $— | $— | | Deana L. McPherson | Compensation: | | | | | | | | Cash severance | $212,000(8) | $424,000(9) | $— | $— | $— | | | Bonus | $224,594(2) | $174,797(10) | $— | $— | $— | | | Equity Awards | $— | $1,747,605(5) | $— | $— | $— | | | Benefits and Perquisites: | | | | | | | | Health and welfare benefits (11) | $10,727 | $21,455 | $— | $— | $— | | | Other | $— | $— | $— | $— | $— | | Kevin A. Maxwell | Compensation: | | | | | | | | Cash severance | $180,500(8) | $361,000(9) | $— | $— | $— | | | Bonus | $165,726(2) | $145,363(10) | $— | $— | $— | | | Equity Awards | $— | $1,194,213(5) | $— | $— | $— | | | Benefits and Perquisites: | | | | | | | | Health and welfare benefits (11) | $14,883 | $29,767 | $— | $— | $— | | | Other | $— | $— | $— | $— | $— | | Susan J. Cupero | Compensation: | | | | | | | | Cash severance | $159,000(8) | $318,000(9) | $— | $— | $— | | | Bonus | $145,986(2) | $97,993(10) | $— | $— | $— | | | Equity Awards | $— | $1,137,618(5) | $— | $— | $— | | | Benefits and Perquisites: | | | | | | | | Health and welfare benefits (11) | $10,727 | $21,455 | $— | $— | $— | | | Other | $— | $— | $— | $— | $— |

  68. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Includes continuation of base salary paid out over 18 months. (2) Includes an amount equal to 100% of the pro-rata share of his or her cash bonus earned in the year of termination. (3) Equal to 150% of the average of his cash bonus paid for each of the two fiscal years immediately preceding his termination. (4) Equal to the pro-rata portion of stock-based compensation that would have vested in the year of termination. (5) Includes the accelerated vesting of RSUs granted in 2020, 2021, 2022, 2023, and 2024 and PSUs granted in 2022, 2023, and 2024, where applicable, calculated on actual performance through April 30, 2024. Based on the actual performance through April 30, 2024, we estimated that no PSU shares would accelerate for the awards granted in Fiscal 2022 and 2023. (6) Includes reimbursement of the cost of continuation coverage pursuant to COBRA for a period of 18 months, for the executive and his eligible dependents. (7) Includes a $1,500 per month car allowance for 18 months. (8) Includes continuation of base salary paid out over six months. (9) Includes continuation of base salary paid out over 12 months. (10) Equal to the average of his or her cash bonus paid for each of the two fiscal years immediately preceding his or her termination. Includes reimbursement of the cost of continuation coverage pursuant to COBRA for a period of 26 or 52 weeks, as applicable, for the executive and his or her eligible dependents.

  69. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 35 I 2024 Proxy Statement | |

  70. CEO PAY RATIO

    CEO PAY RATIO

  71. CEO PAY RATIO

    | Fiscal Year | Identification of Median Salary ($) | Median Employee Compensation ($) | CEO Compensation ($) | Ratio | | 2024 | 50,006 | 54,230 | 3,646,527 (1) | 67 |

  72. CEO PAY RATIO

    (1) As reported in the Summary Compensation Table of this Proxy Statement. The pay ratio disclosure presented above is a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, our CEO pay ratio disclosure may not be comparable to the pay ratio reported by other companies. We selected March 31, of the relevant year, the end of the closest calendar quarter to our April 30 fiscal year end, as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner. To identify the “median employee,” we considered the prior trailing 12 months of W-2 wages as of March 31, for our consistently applied compensation measure because we believe that this measure reasonably reflects the annual compensation of our employees. Using this measure, we identified a “median employee” who is a full-time, salaried employee located in Springfield, Massachusetts. Once we identified this median employee, we totaled all of the elements of the employee’s compensation for the relevant fiscal year in accordance with the requirements of the applicable SEC rules, and consistent with the calculation of total compensation of our CEO in the Summary Compensation Table above.

  73. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”), who is our CEO, and Non-PEO NEOs and our performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  74. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Mark P. Smith1 ($) | Summary Compensation Table Total for Brian D. Murphy1 ($) | Compensation Actually Paid to Mark P. Smith1,2,3 ($) | Compensation Actually Paid to Brian D. Murphy1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Thousands) | Adjusted EBITDAS ($ Millions)⁵ | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $3,646,527 | $— | $5,891,418 | $— | $1,226,372 | $1,779,928 | $244 | $136 | $39,609 | $94.3 | | 2023 | $2,305,721 | $— | $694,299 | $— | $765,141 | $521,907 | $167 | $142 | $36,876 | $95.2 | | 2022 | $2,821,898 | $— | $1,725,797 | $— | $836,695 | $344,465 | $183 | $163 | $194,494 | $299.6 | | 2021 | $2,704,939 | $206,319 | $4,393,799 | $2,051,760 | $785,434 | $1,324,456 | $229 | $198 | $252,049 | $366.6 |

  75. PAY VERSUS PERFORMANCE

    1. Mark P. Smith was our Co-President and Co-Chief Executive Officer from January 15, 2020 until August 23, 2020; he has served as our Chief Executive Officer since August 24, 2020. Brian D. Murphy was our Co-President and Co-Chief Executive Officer from January 15, 2020, until his resignation on August 23, 2020 when he became the CEO of American Outdoor Brands, Inc., which we spun-off to our stockholders in August 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  76. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | | Deana L. McPherson | Deana L. McPherson | Deana L. McPherson | Deana L. McPherson | | Jeffrey D. Buchanan | Kevin A. Maxwell | Kevin A. Maxwell | Kevin A. Maxwell | | Robert J. Cicero | Susan J. Cupero | Susan J. Cupero | Susan J. Cupero | | Susan J. Cupero | Robert. J. Cicero | | | | Lane A. Tobiassen | | | |

  77. PAY VERSUS PERFORMANCE

    | 36 I 2024 Proxy Statement | |

  78. PAY VERSUS PERFORMANCE

    2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards columns set forth in the Summary Compensation Table.

  79. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Mark P. Smith ($) | Exclusion of Stock Awards for Mark P. Smith ($) | Inclusion of Equity Values for Mark P. Smith ($) | Compensation Actually Paid to Mark P. Smith ($) | | 2024 | $3,646,527 | $(2,072,864) | $4,317,755 | $5,891,418 | | 2023 | $2,305,721 | $(1,502,872) | $(108,550) | $694,299 | | 2022 | $2,821,898 | $(1,371,850) | $275,749 | $1,725,797 | | 2021 | $2,704,939 | $(1,068,599) | $2,757,459 | $4,393,799 | | Year | Summary Compensation Table Total for Brian D. Murphy ($) | Exclusion of Stock Awards for Brian D. Murphy ($) | Inclusion of Equity Values for Brian D. Murphy ($) | Compensation Actually Paid to Brian D. Murphy ($) | | 2021 | $206,319 | $— | $1,845,441 | $2,051,760 | | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | $1,226,372 | $(493,533) | $1,047,089 | $1,779,928 | | 2023 | $765,141 | $(367,134) | $123,900 | $521,907 | | 2022 | $836,695 | $(351,308) | $(140,922) | $344,465 | | 2021 | $785,434 | $(164,012) | $703,034 | $1,324,456 |

  80. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  81. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Mark P. Smith ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Mark P. Smith ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mark P. Smith ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Mark P. Smith ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Mark P. Smith ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Mark P. Smith ($) | Total - Inclusion of Equity Values for Mark P. Smith ($) | | 2024 | $3,418,922 | $826,869 | $— | $71,964 | $— | $— | $4,317,755 | | 2023 | $1,154,226 | $(1,258,255) | $— | $(4,521) | $— | $— | $(108,550) | | 2022 | $835,528 | $(562,497) | $— | $2,718 | $— | $— | $275,749 | | 2021 | $943,468 | $1,695,528 | $— | $118,463 | $— | $— | $2,757,459 |

  82. PAY VERSUS PERFORMANCE

    | 37 I 2024 Proxy Statement | |

  83. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Brian D. Murphy ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Brian D. Murphy ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Brian D. Murphy ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Brian D. Murphy ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Brian D. Murphy ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Brian D. Murphy ($) | Total - Inclusion of Equity Values for Brian D. Murphy ($) | | 2021 | $— | $1,668,625 | $— | $176,816 | $— | $— | $1,845,441 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | $814,038 | $217,659 | $— | $15,392 | $— | $— | $1,047,089 | | 2023 | $281,965 | $(154,040) | $— | $(4,025) | $— | $— | $123,900 | | 2022 | $161,687 | $(54,762) | $— | $29,853 | $(277,700) | $— | $(140,922) | | 2021 | $155,563 | $322,806 | $15,616 | $296,420 | $(87,371) | $— | $703,034 |

  84. PAY VERSUS PERFORMANCE

    4. The Peer Group TSR set forth in this table utilizes the S&P Composite 1500 Leisure Products Index (the "S&P 1500 Leisure Products Index"), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended April 30, 2024. The comparison assumes $100 was invested for the period starting April 30, 2020 through the end of the listed year in the Company and in the S&P 1500 Leisure Products Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5. We determined Adjusted EBITDAS to be the most important financial performance measure used to link our performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in fiscal year 2024. More information on Adjusted EBITDAS can be found in the Annual Performance-Based Cash Incentive Compensation section of the Compensation Discussion and Analysis of this Proxy Statement. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  85. PAY VERSUS PERFORMANCE

    | 38 I 2024 Proxy Statement | |

  86. PAY VERSUS PERFORMANCE

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

  87. PAY VERSUS PERFORMANCE

    | 39 I 2024 Proxy Statement | |

  88. PAY VERSUS PERFORMANCE

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

  89. PAY VERSUS PERFORMANCE

    | 40 I 2024 Proxy Statement | |

  90. PAY VERSUS PERFORMANCE

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDAS during the four most recently completed fiscal years.

  91. PAY VERSUS PERFORMANCE

    | 41 I 2024 Proxy Statement | |

  92. PAY VERSUS PERFORMANCE

    Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the Russell 1500 Leisure Products Index over the same period. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that we consider to have been the most important in linking Compensation Actually Paid to our PEOs and Non-PEO NEOs for fiscal 2024 to our performance. The measures in this table are not ranked.

  93. PAY VERSUS PERFORMANCE

    | Adjusted EBITDAS Net Sales TSR |

  94. PAY VERSUS PERFORMANCE

    | 42 I 2024 Proxy Statement | |