Christopher J. Killoy
STURM RUGER & COAbout Christopher J. Killoy
Christopher J. Killoy (age 66) has served on the Ruger (RGR) Board since August 2016. He was CEO from May 9, 2017 to February 28, 2025 and President from January 1, 2014 to February 28, 2025; previously COO (2014–2017) and earlier led Sales & Marketing at Ruger, Savage Range Systems, and Smith & Wesson. He is a 1981 graduate of the United States Military Academy at West Point and served in U.S. Army Armor and Infantry roles .
Past Roles
| Organization | Role | Start | End | Committees/Impact |
|---|---|---|---|---|
| Sturm, Ruger & Co., Inc. | Chief Executive Officer | 2017-05-09 | 2025-02-28 | Led strategic and operational performance |
| Sturm, Ruger & Co., Inc. | President | 2014-01-01 | 2025-02-28 | Senior operating leadership |
| Sturm, Ruger & Co., Inc. | Chief Operating Officer | 2014-01-01 | 2017-05-09 | Operations oversight |
| Sturm, Ruger & Co., Inc. | VP Sales & Marketing | 2006-11 | 2005 | Commercial leadership |
| Sturm, Ruger & Co., Inc. | Executive Director Sales & Marketing | 2003 | 2004 | Commercial leadership |
| Savage Range Systems | VP & General Manager | 2005 | 2006 | Business unit P&L |
| Smith & Wesson | VP Sales & Marketing | Pre-2003 | 2003 | Competitive industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Shooting Sports Foundation (NSSF) | Board of Governors | Current | Ruger paid NSSF $0.4M in 2024; Killoy receives no portion of payments |
| Velocity Outdoor (subsidiary of Compass Diversified Holdings) | Director | Current | Outdoor products; subsidiary board role |
Board Governance
- Independence: Killoy is not listed among the “independent, non-management Directors” under NYSE rules; independent directors named exclude him .
- Committee assignments: In 2024, he served on the Capital Policy Committee; the Board dissolved both the Capital Policy and Risk Oversight Committees in 2024; capital allocation and risk oversight moved to the full Board .
- Attendance: The Board met 15 times in 2024; each Director attended at least 92% of Board and assigned committee meetings; all Directors attended the 2024 Annual Meeting .
- Say-on-pay: 97% approval at 2024 Annual Meeting, indicating strong support for compensation practices .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary (CEO) | $825,000 | Effective 8/16/2023 |
| Profit sharing (CEO) | $39,379 | Based on AOP formula |
| Director retainer (non-management, schedule) | See table below | Killoy (management Director) did not receive director compensation for Board service in 2024 |
Director Retainer Schedule (effective June 1, 2022):
| Role | Annual Retainer |
|---|---|
| Chairman of the Board | $188,000 |
| Lead Vice Chairman | $155,000 |
| Vice Chairman | $145,000 |
| All other non-management Directors | $130,000 |
| Committee Chair adders (Audit/Comp/Nom/Capital/Risk) | $20,000 / $15,000 / $12,000 / $12,000 / $12,000 |
| Retainer mix | 2/3 cash, 1/3 one-year restricted stock; plus $65,000 annual 3-year RSUs and $100,000 five-year RSUs upon joining |
Performance Compensation
2024 Bonus Structure and Outcome:
| Metric | Target | Weight | Actual | Payout |
|---|---|---|---|---|
| EBIT | $72.4M | 80% | $39.7M | 54.8% of goal |
| Non-financial objectives | — | 20% | 80% achievement | 16.0% contribution |
| Aggregate payout | — | — | — | 59.8% of target |
2024 CEO Bonus Awards:
| Item | % of Salary | Target $ | Actual $ |
|---|---|---|---|
| Performance-based cash bonus | 100% | $825,000 | $493,350 |
2024 Equity Awards (granted 2/29/2024; grant-date price $43.25):
| Award Type | Target % of Salary | Grant-Date Fair Value | RSUs Awarded |
|---|---|---|---|
| Performance-based RSUs | 125% | $1,031,300 | 23,847 |
| Time-based RSUs (retention) | 125% | $1,031,300 | 23,847 |
Performance Equity Metrics and Vesting:
- Return on Net Operating Assets: Three 1-year calculations, equally weighted; payout curve from 0–200% with thresholds at 50%, 100%, 150% .
- TSR Modifier: 3-year TSR up to ±10% adjusts payout by up to ±10 percentage points; payout only after 3-year performance period .
- Time-based RSUs: Cliff vest at 3 years; settled in cash since 2020 grants .
Option Exercises and Vesting Realized (2024):
| Item | Shares Vested | Value Realized |
|---|---|---|
| RSU vesting (CEO) | 23,444 | $1,011,100 |
Other Directorships & Interlocks
| Company/Organization | Relationship to RGR | Transaction/Exposure | Governance Note |
|---|---|---|---|
| NSSF (industry association) | Member; Killoy on NSSF board | $0.4M paid in 2024 | Payment disclosed; Killoy does not receive any portion |
| NRA (industry association) | Promotional/advertising vendor | $0.5M paid in 2024 | Not linked to Killoy; disclosed due to Froman’s NRA role |
Expertise & Qualifications
| Competency | Assessment (0–2) |
|---|---|
| Executive leadership | 2 (current/significant past) |
| Public company experience | 2 |
| Financial | 2 |
| Manufacturing/innovation/supply chain | 2 |
| Sales & marketing/brand | 2 |
| Risk management | 2 |
| Legal & regulatory (incl. firearms regs) | 1 |
Equity Ownership
Beneficial Ownership (as of April 3, 2025):
| Holder | Shares | Options Exercisable (≤60 days) | Total | % of Class |
|---|---|---|---|---|
| Christopher J. Killoy (also a Director) | 187,355 | — | 187,355 | 1.1% |
Stock Ownership Guidelines:
- Directors: Minimum equity ownership equal to 5× annual base cash retainer; CEOs: 5× salary; Senior VPs: 3×; Other NEOs: 2×; achievement expected within five years .
Insider Transactions (Form 4, 2025):
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Ownership Type | Source |
|---|---|---|---|---|---|---|---|
| 2025-09-23 | 2025-09-19 | Sale | 1,224 | $40.00 | 37,025 | Indirect | |
| 2025-09-23 | 2025-09-22 | Sale | 8,776 | $40.0021 | 28,249 | Indirect |
Employment & Contracts
Amended Killoy Agreement (February 20, 2025):
| Term | Detail |
|---|---|
| CEO transition | CEO through March 1, 2025; resigns on that date |
| Special Advisor | To CEO and Board until date of 2025 Annual Meeting; at then-present rate of compensation |
| Consultant | 36-month consulting period after 2025 Annual Meeting; $275,000 per annum |
| Equity | Continued vesting of RSUs as if remaining CEO |
| Non-compete | Prohibition on activities that compete or interfere during services period |
| Severance (pre-Transition Date) | If terminated without cause or with good reason, lump sum equal to 24 months of Base Salary; continued insurance benefits |
| Change-in-control (pre-Transition Date) | If CIC then salary reduced/duties diminished and employment ends, lump sum equal to 24 months of Annual Compensation; continued insurance benefits |
Change-in-Control Equity Provisions:
- 2017 Plan: Accelerated vesting unless awards are assumed/substituted; some awards single trigger; Committee can provide different treatment .
- 2023 Plan: Double-trigger vesting; performance conditions do not lapse solely due to CIC; vesting accelerates only upon qualifying termination after CIC .
Clawback and Hedging Policies:
- Executive compensation clawback for restatements due to material noncompliance with financial reporting requirements .
- Insider Trading Policy prohibits hedging, short sales, margin transactions, and trading derivatives on Ruger securities .
Governance Assessment
- Independence risk: Ongoing paid consulting arrangement ($275,000 per annum) and continued RSU vesting “as if CEO” post-Board service indicate a material relationship with the company that is inconsistent with NYSE “independent director” status; he is not listed among independent Directors in the proxy .
- Related-party exposure: Board-disclosed payments to NSSF ($0.4M) where Killoy serves on the NSSF Board; while he receives no portion of the payments, the association requires monitoring for conflicts and recusal when appropriate .
- Alignment signals: Significant beneficial ownership (187,355 shares; 1.1% of common) supports alignment with shareholders; Ruger enforces robust ownership guidelines for Directors and executives .
- Performance-linked pay: 2024 cash bonus tied to EBIT and non-financial objectives with below-target EBIT outcome (aggregate payout 59.8%); equity awards tied to RO-NOA with TSR modifier reinforce multi-year alignment .
- Attendance and engagement: At least 92% attendance at Board/committee meetings in 2024; full participation in Annual Meeting indicates strong engagement .
- Market signal: September 2025 open-market sales by Killoy (two transactions at ~$40) reduced indirect holdings reported on Form 4; while modest, insider sales near consulting start warrant continued monitoring .
Notes
- Director fee schedule and committee dissolutions reflect evolving Board structure intended to centralize capital allocation and enterprise risk oversight at the full Board level .
- Compensation Committee interlocks: None identified in 2024; no Ruger executives serve on the Compensation Committee .