DEF 14A of Sturm Ruger & Co Inc, Apr 17, 2025

DEF 14A of Sturm Ruger & Co Inc

Filed Apr 17, 2025 · FY20240001174947-25-000594

Open on EDGAR

  1. proposal no. 1 – election of directors

    proposal no. 1 – election of directors Nine Directors will be elected at the Meeting, each to hold office until the next Annual Meeting of Stockholders or until his or her successor is elected and has qualified.

  2. director NOMINEES

    director NOMINEES The following table lists each nominee for Director and sets forth certain information concerning each nominee’s age, business experience, other directorships and committee memberships in publicly held corporations, current Board committee assignments, and qualifications to serve on the Board as of the date of this Proxy Statement. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led the Board to conclude that he or she should serve as a Director, the Board also believes that all of our Director nominees have established reputations of integrity, honesty and adherence to high ethical standards, and have demonstrated a commitment of service to the Company, an appreciation of its products, and a commitment to the Constitutional rights of American citizens to keep and bear arms. Each nominee has effectively demonstrated business acumen and the ability to exercise sound judgment in his or her individual careers and service on other public boards and board committees, as applicable. Should any of the said nominees for Director not remain a candidate at the time of the Meeting (a condition which is not now anticipated), proxies solicited hereunder will be voted in favor of those nominees for Director selected by the Board of Directors.

  3. director NOMINEES

    | Name, Age, First Became A Director | Business Experience During the Past Five Years, Other Directorships, Current Committee Memberships and Board Qualifications | | John A. Cosentino, Jr. Age 75 Director since August, 2005 | Mr. Cosentino has been the Chairman of the Board of Habco Industries LLC since 2012, and Senior Advisor of Ironwood Capital Holdings LLC since 2012. He was a partner of Ironwood Manufacturing Fund, LP from 2002 to 2023, a Director of Simonds International, Inc. from 2001-2023, a Director of Flux Power Holdings, Inc. from 2020-2022, a Director of Addaero LLC from 2014 to 2019, a Director of Whitcraft LLC from 2011 to 2017, a Director of the Bilco Company from 2007 to 2016, Chairman of North American Specialty Glass LLC from 2005 to 2012, Vice-Chairman of Primary Steel LLC from 2005 to 2007, and a Director of the Wiremold Company from 1991 to 2000. Mr. Cosentino was a partner of Capital Resource Partners, LP from 1999 to 2001, Vice President-Operations of the Stanley Works from 1997 to 1999, President and Co-owner of PCI Group, Inc. and Rau Fastener, LLC from 1993 to 1996, President of the Otis Elevator-North America division of United Technologies from 1990 to 1993, and Group Executive of the Danaher Corporation from 1987 to 1990. Mr. Cosentino was the Company’s Vice-Chairman from April 28, 2010 to December 31, 2024, having served as Lead Director beginning in April, 2007, and the Lead Vice-Chairman on May 9, 2018 (which function encompasses the duties of Lead Director). He became Chairman of the Board of Directors in 2025, is currently Chairman of the Compensation Committee, and also a member of the Audit Committee of the Company. The Board believes that Mr. Cosentino’s extensive executive management, investment management and board experience qualify him to serve on the Board of Directors. |

  4. director NOMINEES

    | Name, Age, First Became A Director | Business Experience During the Past Five Years, Other Directorships, Current Committee Memberships and Board Qualifications | | Sandra S. Froman Age 75 Director since December, 2015 | Ms. Froman is an attorney and formerly in private civil law practice with the Law and Mediation Office of Sandra S. Froman, P.L.C. She is a former partner of Snell & Wilmer, LLP, a former shareholder of Bilby & Shoenhair, PC, and a former partner of Loeb & Loeb, LLP. Ms. Froman is a former President and board member of the Arizona Bar Foundation. She taught law school courses at Santa Clara University Law School from 1983 to 1985. Ms. Froman has been a member of the Board of Directors of the National Rifle Association (“NRA”) since 1992. She served as a Vice President from 1998 to 2005 and as NRA President from 2005 to 2007. Over the years, Ms. Froman has chaired a number of NRA committees, including the Legal Affairs Committee, Executive Committee, the Legislative Policy Committee, the Grassroots Development Committee and the Industry Relations Task Force. She holds a lifetime position on the NRA Executive Council. She is also a former President and Trustee of the NRA Foundation and a former Trustee of the NRA Civil Rights Defense Fund. Ms. Froman is the former President of the Mzuri Wildlife Foundation and served on its Board from 2013 to 2022. Ms. Froman is the Chair of the Nominating and Corporate Governance Committee, and a member of the Compensation, and Risk Oversight Committees of the Company. The Board believes that Ms. Froman’s experience as an attorney and deep knowledge of, and involvement with, the firearms industry qualify her to serve on the Board of Directors. | | Rebecca S. Halstead Age 66 Director since June 2022 | Brigadier General (Retired, U.S. Army) Rebecca S. Halstead is the Chief Executive Officer and Founder of Steadfast Leadership, LLC, a private leader development training and consultant company founded in 2010. In that role, she has worked with hundreds of Fortune 500 companies, speaking on leadership, consulting and coaching. She has also worked for Thayer Leadership as an individual contractor; serving as a senior advisor and being a keynote speaker on leadership. She has been a consultant since 2011 on leadership and supply chain for Standard Process, a family-owned company that manufactures whole-food-based nutritional supplements. In 2023, she joined the Standard Process Board of Directors. Prior to establishing Steadfast Leadership, she served in the United States Army for 27 years and was a 1981 graduate of the United States Military Academy at West Point. From 1981 to 2008, General Halstead was a multifunctional logistician (supply chain management and distribution) and served in a variety of command and staff positions, nationally and internationally, as part of Joint and Coalition organizations. She earned an M.S. in National Resource Strategy (Advanced Manufacturing) from the Industrial College of the Armed Forces in 2000. Brigadier General Halstead culminated her career as the senior commanding general in charge of logistics in Iraq from 2005 to 2006 in support of 250K personnel, followed by commanding the army’s Ordnance Center and Schools, where she was responsible for the academic training and leader development for all enlisted and commissioned officers with vehicle and weapons maintenance, munitions and explosive ordnance skillsets. Brigadier General Halstead is a member of the Nominating and Corporate Governance, Risk Oversight, and Capital Policy Committees of the Company. The Board believes that Brigadier General Halstead’s years of military experience and leadership, in addition to her extensive knowledge of the firearms industry, qualify her to serve on the Board of Directors. |

  5. director NOMINEES

    | Name, Age, First Became A Director | Business Experience During the Past Five Years, Other Directorships, Current Committee Memberships and Board Qualifications | | Christopher J. Killoy Age 66 Director since August, 2016 | Mr. Killoy was CEO of the Company from May 9, 2017 to February 28, 2025 and served as President from January 1, 2014 to February 28, 2025. He was COO of the Company from January 1, 2014 to May 9, 2017. Prior to that, Mr. Killoy served as Vice President of Sales and Marketing beginning in November 2006. Mr. Killoy originally joined the Company in 2003 as Executive Director of Sales and Marketing, and subsequently as Vice President of Sales and Marketing from 2004 to 2005. From 2005 to 2006, Mr. Killoy served as Vice President and General Manager of Savage Range Systems. Prior to joining Ruger, Mr. Killoy was Vice President of Sales and Marketing for Smith & Wesson. He is a member of the Board of Governors of the National Shooting Sports Foundation (NSSF) and a member of the Board of Directors of Velocity Outdoor, a subsidiary of Compass Diversified Holdings. Mr. Killoy is a 1981 graduate of the United States Military Academy at West Point and subsequently served in a variety of Armor and Infantry assignments in the U.S. Army. The Board believes that Mr. Killoy’s intimate knowledge of the Company, his service as the CEO and President of the Company and his extensive business and management experience in the firearms industry qualify him to serve on the Board of Directors. | | Terrence G. O’Connor Age 69 Director since September, 2014 | Mr. O’Connor has spent over 30 years in the financial services industry. Mr. O’Connor has been a principal of High Rise Capital Partners, LLC, a private real estate investment firm, since 2010 (including its predecessor company). He was the sole owner of Pokka, LLC an e-commerce company specializing in writing instruments. He previously served as the Managing Partner of Cedar Creek Management, LLC, a private investment partnership, and as Partner at HPB Associates, also a private investment firm. Between 1990 and 1992, Mr. O’Connor served as an analyst with Feshbach Brothers. Prior to that, Mr. O’Connor spent 10 years at Kidder Peabody as a principal in equity sales and investment banking. Mr. O’Connor served as a Board Member of Covenant House New Jersey and on the Finance and Investment Committees of Covenant House International. He also served on the Compliance, Audit and Special Committees of SRV Bancorp. Mr. O’Connor is the Chairman of the Company’s Capital Policy Committee, and a member of the Company’s Nominating and Corporate Governance, Compensation, and Audit Committees. The Board believes that Mr. O’Connor’s financial insight and extensive knowledge of the firearms industry qualify him to serve on the Board of Directors. | | Amir P. Rosenthal Age 63 Director since January, 2010 | Mr. Rosenthal is currently Chief Operating Officer of The Granite Group Wholesalers LLC and has been in this role since 2022. He served as its Chief Financial Officer from 2018 to 2021. He was the Executive Vice President and a member of the Board of Advisors for Kensington Investment Corporation from 2017 to 2018. Before that, Mr. Rosenthal was the President of Performance Sports Group Ltd. (formerly Bauer Performance Sports Ltd.) from 2015 to 2016. He served as its Chief Financial Officer and Executive Vice President of Finance and Administration from 2012 to 2015, and Chief Financial Officer from 2008 to 2012. From 2001 to 2008, Mr. Rosenthal served in a variety of positions at Katy Industries, Inc., including Vice President, Chief Financial Officer, General Counsel and Secretary. From 1989 to 2001, Mr. Rosenthal served in a variety of positions at Timex Corporation, including Treasurer, Counsel and Senior Counsel, as well as Director and Chairman of Timex Watches Ltd. Mr. Rosenthal currently is the Chairman of the Company’s Audit Committee, and a member of the Company’s Risk Oversight, Nominating and Corporate Governance, and Capital Policy Committees. The Board believes that Mr. Rosenthal’s comprehensive business, legal and financial expertise qualifies him to serve on the Board of Directors. |

  6. director NOMINEES

    | Name, Age, First Became A Director | Business Experience During the Past Five Years, Other Directorships, Current Committee Memberships and Board Qualifications | | Todd W. Seyfert Age 55 | Mr. Seyfert was appointed CEO and President of the Company on March 1, 2025. Before joining the Company, Mr. Seyfert served as President of DometicGroup from January 2024 to March 1, 2025. Prior to that, he was CEO of FeraDyne Outdoors, LLC from February 2016 to May 2023. From February 2015 to February 2016, he served as Senior Vice President of Sales for Vista Outdoor, Inc. Before that, he served as Group Vice President of Sales, Marketing and Distribution for ATK Sporting Group from March 2013 to February 2015. Additionally, Mr. Seyfert held key leadership roles in several other manufacturing and consumer goods companies like Magnum Research, Bushnell, Michaels of Oregon, and Birchwood Laboratories. The Board believes that Mr. Seyfert’s extensive industry background coupled with his operational excellence, team development and financial management qualifies him to serve on the Board of Directors. | | Ronald C. Whitaker Age 77 Director since June, 2006 | Mr. Whitaker served as the President and CEO of Hyco International from 2003 and as a member of its Board from 2001 until his retirement in 2011. In 2013, he joined the Board of Payne & Dolan (now Walbec Group), a family owned infrastructure construction business based in Wisconsin, and currently serves as a member of the Compensation Committee. Mr. Whitaker was a Board member of Global Brass and Copper Holdings, Inc. from 2011-2019, and served as the Lead Director, Chairman of its Compensation Committee and as a member of its Audit, and Nominating and Corporate Governance Committees. He was the Chairman of the Indiana University Manufacturing Policy Initiative at the School of Public and Environmental Affairs from June 2017 to 2020. Mr. Whitaker was a Board member of Pangborn Corporation from 2006 to 2015 and served as the chair of its Compensation Committee. He was a member of the Board and Executive Committee of Strategic Distribution, Inc., and was its President and CEO from 2000 to 2003. Mr. Whitaker was the President and CEO of Johnson Outdoors from 1996 to 2000, and CEO, President and Chairman of the Board of Colt’s Manufacturing Co., Inc. from 1992 to 1995. He is a former Board member of Firearms Training Systems, Group Decco, Michigan Seamless Tube, Precision Navigation, Inc.; Weirton Steel Corporation and Code Alarm, and a former Trustee of the College of Wooster. Mr. Whitaker was the Chairman of the Company’s Board of Directors from 2019-2024 and is currently a member of the Compensation and the Audit Committees. The Board believes that Mr. Whitaker’s significant executive, board and firearms industry experience, and his knowledge of the Company’s products qualify him to serve on the Board of Directors. | | Phillip C. Widman Age 70 Director since January, 2010 | Mr. Widman was the Senior Vice President and Chief Financial Officer of Terex Corporation from 2002 until his retirement in 2013. In 2014, Mr. Widman joined the Board of Directors of Enviri Corporation, where he serves on its Audit Committee, and a member of its Governance Committee. Also in 2014, Mr. Widman joined the Board of Directors of V2X, Inc. and serves as a member of its Audit Committee and Chairs the Compensation and Human Capital Committee. He served as a Board and Nominating and Governance Committee member, and as Audit Committee chair, of Lubrizol Corp from November 2008 until September 2011. Mr. Widman was the Executive Vice President and Chief Financial Officer of Philip Services Corporation from 1998 to 2001. Mr. Widman currently is Lead Vice Chairman, Chairman of the Company’s Risk Oversight Committee, and a member of the Compensation and Capital Policy Committees. Mr. Widman graduated from University of Michigan where he received a Bachelor of Business Administration degree and from Eastern Michigan University with a Master of Business Administration. The Board believes that Mr. Widman’s extensive business management, board and audit committee experience, financial expertise and personal experience in the shooting sports qualify him to serve on the Board of Directors. |

  7. director NOMINEES

    The Board of Directors recommends a vote “FOR” each of the nominees named above.

  8. director NOMINEES

    | the board of directors, its committees AND POLICIES |

  9. director NOMINEES

    The Board of Directors is committed to good business practice, transparency in financial reporting and the highest level of corporate governance. To that end, the Board of Directors and its Committees continually review the Company’s governance policies and practices as they relate to the practices of other public companies, the guidance of specialists in corporate governance, the rules and regulations of the SEC, Delaware law (the state in which the Company is incorporated) and the listing standards of the New York Stock Exchange (“NYSE”).

  10. Capital Policy Committee

    | director compensation |

  11. Directors’ Fees and Other Compensation

    The retainer compensation is paid as 2/3 in cash and 1/3 in one-year restricted stock grants. In addition to the annual retainer fees, all non-management Directors receive annual long-term equity compensation of $65,000 paid in the form of three-year restricted stock units. All non-management Directors also receive long-term equity compensation of $100,000, in the form of five-year restricted stock units, upon joining the Board of Directors. Committee Chairpersons receive the following additional annual retainer:

  12. DIRECTORS’ COMPENSATION TABLE FOR YEAR 2024

    | Name | Fees Earned or Paid in Cash (1) ($) | Number of Shares Underlying Stock Awards (#) | Stock Awards (2) ($) | Other Compensation ($) | Total Director Compensation (3) ($) | | Ronald C. Whitaker | $125,333 | 2,944 | $127,667 | — | $253,000 | | John A. Cosentino, Jr. | $113,333 | 2,806 | $121,667 | — | $235,000 | | Amir P. Rosenthal | $100,000 | 2,652 | $115,000 | — | $215,000 | | Phillip C. Widman | $94,667 | 2,590 | $112,333 | — | $207,000 | | Terrence G. O’Connor | $94,667 | 2,590 | $112,333 | — | $207,000 | | Sandra S. Froman | $94,667 | 2,590 | $112,333 | — | $207,000 | | Michael O. Fifer | $96,667 | 2,613 | $113,333 | — | $210,000 | | Rebecca S. Halstead | $86,667 | 2,498 | $108,333 | — | $195,000 |

  13. DIRECTORS’ COMPENSATION TABLE FOR YEAR 2024

    Notes to Directors’ Compensation Table (1) See “DIRECTORS’ FEES AND OTHER COMPENSATION” above. (2) Represents aggregate grant date fair value of non-qualified equity awards made to each non-management Director on May 31, 2024 under the 2023 Stock Incentive Plan in accordance with the Director annual fee schedule approved in February 2022. The amounts shown represent the full grant date fair value of the awards calculated in accordance with the provisions of FASB ASC 718, and are shown at the maximum unit value expected upon the attainment of the time-based vesting of the awards. (3) The Company’s non-management Directors do not receive non-equity incentive plan compensation, stock options, pension benefits or non-qualified deferred compensation.

  14. What are the Elements of the Company’s Executive Remuneration and the Objectives of Each?

    | Remuneration Element | Description | Primary Objectives | | Base Salary | Reflects fixed compensation. | • Attract and retain employees over time • Provide a base level of total compensation to reflect an individual’s role and responsibilities | | Annual Non-Equity Incentives | Comprised of a performance-based annual bonus and a profit-sharing program. | • Focus executives and employees on important short-term Company-wide performance goals • Recognize and reward overall annual business results and individual/team contributions | | Equity Compensation | Certain executives also receive annual awards of restricted stock units. Certain of these awards have performance-based criteria and others have time-based vesting criteria. Performance criteria include return on net operating assets and total shareholder return. | • Focus executives and employees on important long-term Company-wide performance goals including increases to the Company’s stock price over a period of several years, growth in its earnings, return on net operating assets, and other measurements of corporate performance • Align our executives with the interests of shareholders and deliver a superior rate of return • Retain executives and employees over time |

  15. What are the Elements of the Company’s Executive Remuneration and the Objectives of Each?

    | Remuneration Element | Description | Primary Objectives | | Health, Welfare and Retirement Benefits | Generally reflect those benefits provided to our broad employee population. | • Attract and retain employees over time • Provide for the safety, security and wellness of employees | | Severance Arrangements | Specific severance agreements for Officers that provide benefits when employment terminates by the Company without cause or by the Officer with good reason. | • Facilitate the Company’s ability to attract and retain talented executives • Encourage executives and employees to remain focused on the Company’s business during times of corporate change |

  16. How Does the Company Determine the Amount/Formula for Each Element?

    How Does the Company Determine the Amount/Formula for Each Element? Generally, each element of compensation, including base salaries and performance-based bonus and equity incentive opportunities, is evaluated independently and as a whole to determine whether it is competitive and reasonable within the market, as further described below. Each component of the target compensation for each of the Named Executive Officers is recommended by the Compensation Committee to the Board after: • Evaluating each executive’s current responsibilities and the scope and performance of the operations under their management; • Reviewing their individual experience and performance; and • Evaluating the balance of equity and non-equity compensation for each executive with the goal of fairly rewarding individual and group performance results. The Compensation Committee also periodically evaluates components of each Named Executive Officer’s target compensation using benchmarking studies, as reported in the Company’s proxy statements for prior fiscal years. While the Compensation Committee did not retain a compensation consultant to prepare benchmarking studies for the 2024 fiscal year, a compensation consultant was used to evaluate our compensation structure, including the elements of compensation and the total target compensation, for the Named Executive Officers. As a result of prior benchmarking studies and the compensation review in 2024, the Compensation Committee concluded that the total compensation of its executives fell within the parameters set by the Compensation Committee and meaningfully aligns executive compensation to Company performance.

  17. How are Profit Sharing and Bonuses Determined?

    How are Profit Sharing and Bonuses Determined?

  18. Profit Sharing

    | Performance-Based Non-Equity Awards | | | | | | Name | 2024 Base Salary | 2024 Target Award | | 2024 Actual Award (b) | | | | % of Salary | $ Value | | | Christopher J. Killoy (a) | $825,000 | 100% | $825,000 | $493,350 | | Thomas A. Dineen | $475,000 | 75% | $356,300 | $213,038 | | Kevin B. Reid, Sr. | $400,000 | 75% | $300,000 | $179,400 | | Timothy M. Lowney | $350,000 | 67% | $233,500 | $139,533 | | Shawn C. Leska | $350,000 | 67% | $233,500 | $139,533 |

  19. How are Equity Compensation Awards Determined?

    How are Equity Compensation Awards Determined? Equity compensation is a significant component of the Company’s overall compensation philosophy and is built on the principles that it should seek to align participants’ actions and behaviors with stockholders’ interests, be market-competitive, and be able to attract, motivate and retain the best employees and Directors. The annual performance-based equity award opportunity is subject to performance-based vesting terms that need to be satisfied to receive the award. The amounts of the annual performance-based equity awards are based on a target compensation value for each Named Executive Officer and are authorized by the Board of Directors. The number of performance-based restricted stock units (“RSUs”) awarded are determined by taking the executive’s target award value for the performance-based equity compensation and dividing by the mean of high and low stock price on the effective date of the award. The table below shows the 2024 target performance-based equity incentive awards for each Named Executive Officer.

  20. How are Equity Compensation Awards Determined?

    | 2024 Target Performance-Based Equity Award | | | | | | Name | 2024 Base Salary | % of Salary | $ Value | Number of RSUs Awarded | | Christopher J. Killoy (a) | $825,000 | 125% | $1,031,300 | 23,847 | | Thomas A. Dineen | $475,000 | 100% | $475,000 | 10,984 | | Kevin B. Reid, Sr. | $400,000 | 75% | $300,000 | 6,937 | | Timothy M. Lowney | $350,000 | 67% | $233,500 | 5,398 | | Shawn C. Leska | $350,000 | 67% | $233,500 | 5,398 |

  21. How are Equity Compensation Awards Determined?

    For the 2024 performance-based equity awards, the Compensation Committee employed vesting criteria related to return on net operating assets and total shareholder return (TSR). Return on net operating assets is measured using three 1-year calculations, each year having equal weighting, with resulting payout as follows:

  22. How are Equity Compensation Awards Determined?

    | Percentage Achievement of Target | Resulting Payout (as a % of Target) | | Less than 50% | No payout | | 50% to 100% | 0% to 100% | | 100% to 150% | 100% to 200% | | Greater than 150% | 200% |

  23. How are Equity Compensation Awards Determined?

    Any payout, to the extent earned, is made only after the 3-year performance period is completed based on our performance measured in terms of return on net operating assets, which then may be modified as follows: (i) if the Company’s 3-year TSR increases by up to ten percent (10%), then payout will increase by up to ten percentage points (10%); and (ii) if the Company’s 3-year TSR decreases by up to ten percent (10%), then payout will decrease by up to ten percentage points (10%). In addition, executives receive time-vesting restricted stock units that cliff vest 100% after three years, as long as the Named Executive Officer remains an employee on the vesting date. The Committee believes that time-vesting restricted stock units provide a strong retention incentive and supports our objectives of attraction and retention. Beginning with the 2020 grants, these time-vesting restricted stock units have been settled in cash. The table below shows the 2024 target time-vesting equity incentive awards for each Named Executive Officer.

  24. How are Equity Compensation Awards Determined?

    | 2024 Target Time-Vesting Equity Award | | | | | | Name | 2024 Base Salary (b) | % of Salary | $ Value | Number of RSUs Awarded | | Christopher J. Killoy (a) | $825,000 | 125% | $1,031,300 | 23,847 | | Thomas A. Dineen | $475,000 | 100% | $475,000 | 10,984 | | Kevin B. Reid, Sr. | $400,000 | 75% | $300,000 | 6,937 | | Timothy M. Lowney | $350,000 | 67% | $233,500 | 5,398 | | Shawn C. Leska | $350,000 | 67% | $233,500 | 5,398 |

  25. How are Equity Compensation Awards Determined?

    (a) See “Directors’ Fees and Other Compensation,” above, for a summary of Mr. Killoy’s compensation structure.

  26. What are the Company’s Governance Practices Regarding Compensation?

    | Stockholders: | The 2017 Stock Incentive Plan was approved by the stockholders at the Company’s 2017 Annual Meeting. The 2023 Stock Incentive Plan was approved by the stockholders at the Company’s 2023 Annual Meeting. The Company does not have any stock plans that are not stockholder-approved. | | Board and Compensation Committee and Nominating and Corporate Governance Committee: | The Compensation Committee and the Board determine the compensation of the Company’s executive officers, including the individuals whose compensation is detailed in this Proxy Statement. The Compensation Committee, which is composed entirely of independent, non-management Directors, establishes and administers compensation programs and philosophies. The Compensation Committee ensures that stockholder-approved plans are administered in accordance with good governance practices and stockholder intent. The Compensation Committee is responsible for the development of our executive compensation philosophy, the recommendation of salaries, bonuses and long-term incentive compensation paid to executive officers, bonus pools for non-executive employees, retirement formulas for executive officers, deferred compensation plans, and any employment and change-in-control agreements. In addition, the performance of each executive officer is evaluated by the Nominating and Corporate Governance Committee and reported to the full Board. The full Board reviews the Compensation Committee and Nominating and Corporate Governance Committee reports and acts on recommendations of the Compensation Committee. | | Management: | The Chief Executive Officer’s views regarding the performance and recommended compensation levels for the Company’s executive officers are discussed with all of the independent, non-management Directors. |

  27. What are the Company’s Governance Practices Regarding Stock Awards?

    What are the Company’s Governance Practices Regarding Stock Awards? The Board has established the following practices and policies regarding stock awards: • The Company’s policy for setting the timing of equity grants does not allow executives to have any role in choosing the price of their equity awards; • The Company has never “back dated” or re-priced equity awards, and the 2017 Stock Incentive Plan and 2023 Stock Incentive Plan state that re-pricing of options or other stock awards is not allowed; • The Company utilizes restricted stock units, rather than stock options, for all employee equity awards; • Equity awards for employees are generally issued on the fourth business day following the public quarterly filing of the Company’s Forms 10-K or 10-Q in order to allow the investment markets adequate time to assimilate the current financial information, and, consistent with the 2023 Stock Incentive Plan approved by shareholders, valuation is based upon the price of the Company’s common stock on the NYSE on the date of issue; and • Annual performance-based equity awards for executive officers and certain employees are generally approved at the first Board meeting of each year and issued on the fourth business day following the public filing of the Company’s Form 10-K. The Compensation Committee and the Board consider recommendations from the Chief Executive Officer in establishing appropriate equity awards for officers and employees. All equity awards for the Named Executive Officers have been and will continue to be subject to the approval of the Compensation Committee and ratification by the full Board. During fiscal year 2024, the Company did not grant any stock options to its Named Executive Officers, as grants of stock options are not currently a component of the Company’s executive compensation program. Because stock options are not currently part of the Company’s executive compensation program, the Company does not have a formal policy with respect to the timing of grants of stock options.

  28. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes total compensation paid or earned by the Company’s Named Executive Officers during 2024.

  29. 2024 Summary Compensation Table

    | | | Cash Compensation | | | | Equity Compensation | | | | | | | Named Executive Officer and Principal Position | Year | Salary | Bonus | Profit Sharing (1) | Performance Based Non-Equity Compensation Awards (2) | Stock Option Awards | Performance Based Stock Awards (3) | Time Based Stock Awards (4) | Change in Pension Value, Non-qualified Deferred Compensation Earnings | All Other Compensation (5) | Total Compensation | | Christopher J. Killoy President and Chief Executive Officer | 2024 | $825,000 | $0 | $39,379 | $493,350 | $0 | $1,031,300 | $1,031,300 | $0 | $38,574 | $3,458,903 | | | 2023 | $793,750 | $0 | $58,247 | $553,244 | $0 | $968,800 | $968,800 | $0 | $37,956 | $3,380,797 | | | 2022 | $750,000 | $0 | $114,628 | $686,250 | $0 | $875,000 | $875,000 | $0 | $34,974 | $3,335,852 | | Thomas A. Dineen Senior Vice President, Treasurer and Chief Financial Officer | 2024 | $475,000 | $0 | $22,673 | $213,038 | $0 | $475,000 | $475,000 | $0 | $35,952 | $1,696,663 | | | 2023 | $459,375 | $0 | $33,757 | $240,138 | $0 | $450,000 | $450,000 | $0 | $34,602 | $1,667,872 | | | 2022 | $441,667 | $0 | $67,864 | $303,094 | $0 | $318,800 | $318,800 | $0 | $30,072 | $1,480,297 | | Kevin B. Reid, Sr. Vice President, General Counsel | 2024 | $400,000 | $0 | $19,093 | $179,400 | $0 | $300,000 | $300,000 | $0 | $38,574 | $1,237,067 | | | 2023 | $375,000 | $0 | $27,323 | $196,031 | $0 | $270,000 | $270,000 | $0 | $37,224 | $1,175,578 | | | 2022 | $348,333 | $0 | $53,235 | $239,044 | $0 | $243,800 | $243,800 | $0 | $34,908 | $1,163,120 | | Timothy M. Lowney Vice President of Manufacturing Operations | 2024 | $350,000 | $0 | $16,705 | $139,533 | $0 | $233,500 | $233,500 | $0 | $38,574 | $1,011,812 | | | 2023 | $303,125 | $0 | $21,578 | $140,852 | $0 | $183,500 | $183,500 | $0 | $111,571 | $944,126 | | | 2022 | $266,667 | $0 | $40,788 | $162,667 | $0 | $166,800 | $166,800 | $0 | $31,320 | $835,042 | | Shawn C. Leska Vice President of Sales | 2024 | $350,000 | $0 | $16,705 | $139,533 | $0 | $233,500 | $233,500 | $0 | $33,629 | $1,006,867 | | | 2023 | $334,375 | $0 | $24,490 | $155,373 | $0 | $216,800 | $216,800 | $0 | $32,279 | $980,117 | | | 2022 | $316,667 | $0 | $48,524 | $193,167 | $0 | $201,000 | $201,000 | $0 | $29,934 | $990,292 |

  30. 2024 Summary Compensation Table

    Notes to Summary Compensation Table (1) See Compensation Discussion and Analysis section titled, “How are Profit Sharing and Bonuses Determined?” above for an explanation of how the amount of profit sharing is determined and then allocated amongst recipients. (2) See Compensation Discussion and Analysis section titled “How are Profit Sharing and Bonuses Determined” and “TARGET COMPENSATION TABLE” above for further information regarding the Named Executive Officers’ performance-based compensation. (3) See Note 16 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 regarding assumptions underlying valuation of equity awards. Any estimate of forfeitures related to service-based vesting conditions are disregarded pursuant to the SEC Rules. See “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024 TABLE” below for further information regarding stock options and restricted stock units granted to each Named Executive Officer. (4) This column represents time-based retention awards subject to continued employment until, and cliff vesting as of the vesting date or upon the occurrence of certain specified acceleration events. (5) See “SUMMARY ALL OTHER COMPENSATION TABLE” below for additional information.

  31. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following Grants of Plan-Based Awards table accompanies the Summary Compensation Table and provides additional detail regarding grants of incentive-plan based equity awards made in 2024.

  32. GRANTS OF PLAN-BASED AWARDS TABLE

    | Named Executive Officer | Grant Date | 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 or units (#) (3) | All other option awards: Number of securities underlying options (#) | Exercise price of option awards or base price of stock awards (4) ($/Share) | Grant date fair value of stock and option awards (5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Christopher J. Killoy | 1/1/24 | $412,500 | $825,000 | $1,650,000 | - | - | - | - | - | - | - | | | 2/29/24 | - | - | - | - | - | - | 23,847 | - | $43.25 | $1,031,300 | | | 2/29/24 | - | - | - | 238 | 23,847 | 47,694 | - | - | $43.25 | $1,031,300 | | Thomas A. Dineen | 1/1/24 | $178,200 | $356,300 | $712,500 | - | - | - | - | - | - | - | | | 2/29/24 | - | - | - | - | - | - | 10,984 | - | $43.25 | $475,000 | | | 2/29/24 | - | - | - | 110 | 10,984 | 21,968 | - | - | $43.25 | $475,000 | | Kevin B. Reid, Sr. | 1/1/24 | $150,000 | $300,000 | $600,000 | - | - | - | - | - | - | - | | | 2/29/24 | - | - | - | - | - | - | 6,937 | - | $43.25 | $300,000 | | | 2/29/24 | - | - | - | 69 | 6,937 | 13,874 | - | - | $43.25 | $300,000 | | Timothy M. Lowney | 1/1/24 | $116,800 | $223,500 | $466,900 | - | - | - | - | - | - | - | | | 2/29/24 | - | - | - | - | - | - | 5,398 | - | $43.25 | $233,500 | | | 2/29/24 | - | - | - | 54 | 5,398 | 10,796 | - | - | $43.25 | $233,500 | | Shawn C. Leska | 1/1/24 | $116,800 | $223,500 | $466,900 | - | - | - | - | - | - | - | | | 2/29/24 | - | - | - | - | - | - | 5,398 | - | $43.25 | $233,500 | | | 2/29/24 | - | - | - | 54 | 5,398 | 10,796 | - | - | $43.25 | $233,500 |

  33. GRANTS OF PLAN-BASED AWARDS TABLE

    Notes to Grant of Plan-Based Awards Table (1) Each of our executive officers receive cash incentive compensation for our company-wide financial performance as a result of our achieving the pre-established targets set out in our Annual Performance-based Non-equity Incentive (the Annual Cash Bonus). The amounts in these columns represent the estimated possible payouts that could have occurred under the Annual Performance-based Non-equity Incentive. The actual amount paid to each Named Executive Officer with respect to the Annual Performance-based Non-equity Incentive award granted to such Named Executive Officer in 2024 is set forth in the 2024 Summary Compensation Table above, and no further amounts will be paid to the Named Executive Officers with respect to those awards. (2) This column sets forth the number of shares of Common Stock underlying the RSU awards with performance-based and time-based vesting conditions that were granted to the Named Executive Officers. The performance-based vesting conditions are based on the return on net operating assets and the total shareholder return. If the Named Executive Officers do not satisfy the performance-based vesting conditions with respect to such RSU awards, or the Named Executive Officers leave the Company prior to the end of the time-based vesting period (other than by reason of retirement, death, or disability), such awards will not vest, and the Named Executive Officers will not receive any shares of Common Stock or other payments with respect to such awards. See Compensation Discussion and Analysis section titled “How are Equity Compensation Awards Determined” and “TARGET COMPENSATION TABLE” above for further information regarding the Named Executive Officers’ performance-based RSU compensation. (3) This column sets forth the number of shares of Common Stock underlying the RSU awards with time-based vesting conditions that were granted to the Named Executive Officers. See “What Are the Elements of the Company’s Executive Remuneration and the Objectives of Each?” above for further information. (4) The base price of the RSU awards was the mean of the highest and lowest sales price of the Common Stock as of the date of grant. (5) Amounts shown represent the total grant date fair value calculated in accordance with the provisions of FASB ASC 718, and are shown at the target unit value expected upon achievement of the performance or time-based goals of the awards. See Note 17 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 regarding assumptions underlying valuation of equity awards. Any estimate of forfeitures related to service-based vesting conditions are disregarded pursuant to the SEC Rules.

  34. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    Outstanding Equity Awards at Fiscal Year-End 2024 Table The following table reflects outstanding equity grants as of December 31, 2024 for the Named Executive Officers.

  35. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    | | OPTION AWARDS (2) | | | | | STOCK AWARDS (1) | | | | | Named Executive Officer | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested | Grant Date Value of Shares or Units of Stock That Have Not Vested (3) | Equity incentive plan awards: Number of unearned Shares, Units or Other Rights That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (4) | | Christopher J. Killoy | | | | | | | $1,031,300 | 23,847 | $843,468 | | | | | | | | | $1,031,300 | 23,847 | $843,468 | | | | | | | | | $968,800 | 18,266 | $646,068 | | | | | | | | | $968,800 | 18,266 | $646,068 | | | | | | | | | $875,000 | 12,299 | $435,016 | | | | | | | | | $875,000 | 12,299 | $435,016 | | Thomas A. Dineen | | | | | | | $475,000 | 10,984 | $388,504 | | | | | | | | | $457,000 | 10,984 | $388,504 | | | | | | | | | $450,000 | 8,485 | $300,114 | | | | | | | | | $450,000 | 8,485 | $300,114 | | | | | | | | | $425,000 | 5,974 | $211,300 | | | | | | | | | $425,000 | 5,974 | $211,300 | | Kevin B. Reid, Sr. | | | | | | | $300,000 | 6,937 | $245,362 | | | | | | | | | $300,000 | 6,937 | $245,362 | | | | | | | | | $270,000 | 5,091 | $180,069 | | | | | | | | | $270,000 | 5,091 | $180,069 | | | | | | | | | $243,800 | 3,426 | $121,178 | | | | | | | | | $243,800 | 3,426 | $121,178 | | Timothy M. Lowney | | | | | | | $233,500 | 5,398 | $190,927 | | | | | | | | | $233,500 | 5,398 | $190,927 | | | | | | | | | $183,500 | 3,459 | $122,345 | | | | | | | | | $183,500 | 3,459 | $122,345 | | | | | | | | | $166,800 | 2,344 | $82,907 | | | | | | | | | $166,800 | 2,344 | $82,907 | | Shawn C. Leska | | | | | | | $233,500 | 5,398 | $190,927 | | | | | | | | | $233,500 | 5,398 | $190,927 | | | | | | | | | $216,800 | 4,087 | $144,557 | | | | | | | | | $216,800 | 4,087 | $144,557 | | | | | | | | | $201,000 | 2,813 | $99,496 | | | | | | | | | $201,000 | 2,813 | $99,496 |

  36. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    Notes to Outstanding Equity Awards at Fiscal Year End Table (1) Awards of restricted stock unit awards include: • Performance-based RSUs: Performance-based RSUs have performance triggers. • Time-Based RSUs: The Retention RSUs for 2022, 2023, and 2024 are time-based retention awards and are subject to continued employment until, and cliff vesting as of the third anniversary of each applicable award date or upon the occurrence of certain specified acceleration events. (2) There were no outstanding option awards for the Named Executive Officers as of December 31, 2024. (3) Amounts shown represent the full grant date fair value of the awards calculated in accordance with the provisions of FASB ASC 718, and are shown at the target unit value expected upon achievement of the time-based goals of the awards. (4) Amounts shown represent the fair market value of the awards based on the $35.37 closing price of the Company’s Common Stock on December 31, 2024.

  37. OPTION EXERCISES AND STOCK VESTED IN 2024 TABLE

    OPTION EXERCISES AND STOCK VESTED IN 2024 TABLE The following table sets forth the value of equity realized by the Named Executive Officers upon the vesting of restricted stock units that converted into shares of stock or cash during 2024. (For further information on stock options and grants made in 2024 to the Named Executive Officers, see the “GRANTS OF PLAN-BASED AWARDS TABLE” above.)

  38. OPTION EXERCISES AND STOCK VESTED IN 2024 TABLE

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise | Value Realized Upon Exercise | Number of Shares Acquired Upon Vesting (1) | Value Realized Upon Vesting (2) | | Christopher J. Killoy | | | 23,444 | $1,011,100 | | Thomas A. Dineen | | | 8,541 | $368,400 | | Kevin B. Reid, Sr. | | | 6,531 | $281,700 | | Timothy M. Lowney | | | 4,488 | $193,600 | | Shawn C. Leska | | | 5,386 | $232,300 | | Total | | | 48,390 | $2,087,100 |

  39. OPTION EXERCISES AND STOCK VESTED IN 2024 TABLE

    Notes to Options Exercised and Stock Vested Table (1) The amounts shown represent the aggregate gross number of shares (or equivalent cash value) acquired by the Named Executive Officers upon the exercising of stock options and/or the vesting of stock awards. (2) The amounts shown represent the aggregate dollar amount realized by the Named Executive Officers upon the exercising of stock options and/or the vesting of stock awards. The aggregate dollar amount realized upon the exercise of stock options is calculated by determining the difference between the closing price of the Common Stock at exercise and the exercise price of the options. The aggregate dollar amount realized upon the vesting of stock awards is calculated by multiplying the number of shares of stock vested by the closing price of the Common Stock on the vesting date.

  40. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  41. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our Chief Executive Officer. To determine the median employee, the Company considered the 2024 W-2 earnings for all 1,785 of its employees as of December 31, 2024, except for the Chief Executive Officer. No adjustments were made to the W-2 earnings and no estimates were used in this determination. The annual total compensation of the median employee and Mr. Killoy were determined in accordance with paragraph (c)(2)(x) of Item 402 of Regulation S-K. The median employee’s annual total compensation for 2024 was $56,199. Mr. Killoy’s annual total compensation for purposes of this calculation in 2024 was $3,458,903. The ratio of Mr. Killoy’s total annual compensation in 2024 to the median annual total compensation in 2024 for all employees excluding Mr. Killoy was 61.5 to 1.

  42. PAY VERSUS PERFORMANCE (PVP)

    PAY VERSUS PERFORMANCE (PVP) As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

  43. PAY VERSUS PERFORMANCE (PVP)

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) (2) | Average Summary Compensation Table Total for non-PEO NEOs (1) | Average Compensation Actually Paid to non-PEO NEOs (1) (2) | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Income ($ thousands) | Return on Net Operating Assets (4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $3,458,903 | $1,914,538 | $1,238,052 | $783,300 | $100.76 | $108.76 | $30,563 | 14% | | 2023 | $3,380,797 | $2,528,716 | $1,274,886 | $1,001,893 | $127.41 | $142.589 | $48,215 | 22% | | 2022 | $3,335,852 | $1,926,234 | $1,237,715 | $878,784 | $138.57 | $115.79 | $88,332 | 48% | | 2021 | $3,666,621 | $5,188,345 | $1,380,720 | $1,781,743 | $164.08 | $176.33 | $155,899 | 109% | | 2020 | $3,784,092 | $6,576,342 | $1,461,602 | $2,438,777 | $150.16 | $134.75 | $90,398 | 80% |

  44. PAY VERSUS PERFORMANCE (PVP)

    (1) Our principal executive officer (“PEO”) for 2020-2023 is Mr. Killoy. The non-PEO NEOs reflected in columns (d) and (e) include the following individuals: Messrs. Dineen (2020-2024), Reid, Sr. (2020-2024), Leska (2020-2024), Lowney (2024) and Sullivan (2020-2023). (2) The following amounts were deducted from/added to Summary Compensation Table (“SCT”) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (“CAP”) to our PEO and average CAP to our non-PEO NEOs. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. 2023 CAP figures have been revised to correct errors in last year’s disclosures [from $2,708,182 to $2,528,716 for our PEO and from $1,059,904 to $1,001,893 for the average of Non-PEO NEOs].

  45. PAY VERSUS PERFORMANCE (PVP)

    | 2024 SCT Total to CAP Reconciliation | PEO | Non-PEO NEO Average | | SCT Total | $3,458,903 | $1,238,052 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(2,062,600) | $(620,950) | | + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $1,424,211 | $428,934 | | ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $(869,562) | $(253,632) | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(54,390) | $(14,468) | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | + Dividends Accrued During Fiscal Year | $17,976 | $5,364 | | Compensation Actually Paid | $1,914,538 | $783,300 |

  46. PAY VERSUS PERFORMANCE (PVP)

    | 2023 SCT Total to CAP Reconciliation | PEO | Non-PEO NEO Average | | SCT Total | $3,380,797 | $1,274,886 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(1,937,600) | $(618,400) | | + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $1,440,628 | $459,809 | | ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $(646,126) | $(201,536) | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $296,141 | $88,320 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | + Dividends Accrued During Fiscal Year | $(5,125) | $(1,186) | | Compensation Actually Paid | $2,528,716 | $1,001,893 |

  47. PAY VERSUS PERFORMANCE (PVP)

    (3) The Peer Group for which Total Shareholder Return is provided in column (g) is the Dow Jones US Recreational Products TSM index. (4) Return on Net Operating Assets is calculated as Pre-Tax Income divided by Average Adjusted Net Assets (Total Assets less Total Liabilities, excluding debt, less Cash plus LIFO reserve). SUPPLEMENTAL DISCLOSURE The charts below illustrate the relationship between the PEO’s and other NEOs’ SCT Total Compensation, total shareholder return (TSR), and CAP amounts during the period 2020-2024. This relationship reflects the impact of changes in the Company’s stock price performance on the amount of Compensation Actually Paid in each year in relation to the amount reported in the Summary Compensation Table for the PEO and other NEOs. CHARTS OF CAP VERSUS PERFORMANCE METRICS The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Company’s and Peer Group’s TSR during the period 2020-2023. The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Income and Return on Net Operating Assets during the period 2020-2024. TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES The three items listed below represent the most important performance metrics we used to determine CAP for FY2024 as further described in our Compensation Discussion and Analysis (CD&A) within the sections titled “How are Profit Sharing and Bonuses Determined?” and “How are Equity Compensation Awards Determined?”

  48. PAY VERSUS PERFORMANCE (PVP)

    | Most Important Performance Measures | | • Return on Net Operating Assets (RONA) • Pre-Tax Income • Adjusted Operating Profit (AOP) |