John A. Cosentino, Jr.
STURM RUGER & COAbout John A. Cosentino, Jr.
John A. Cosentino, Jr., age 75, has served on the RGR Board since August 2005; he became independent, non-executive Chairman of the Board on January 1, 2025, is Chairman of the Compensation Committee, and a member of the Audit Committee . He previously served as Vice Chairman (2010–2017) and Lead Vice Chairman (2017–2024), and is designated an audit committee financial expert; the Board has affirmed his independence under NYSE Rule 303A . In 2024, he attended at least 92% of Board and committee meetings (Board held 15 meetings; Audit 5; Compensation 4; Nominating 5; Risk 3; Capital Policy 5) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otis Elevator – North America (United Technologies) | President | 1990–1993 | Not disclosed |
| Danaher Corporation | Group Executive | 1987–1990 | Not disclosed |
| PCI Group, Inc. and Rau Fastener, LLC | President and Co-owner | 1993–1996 | Not disclosed |
| The Stanley Works | Vice President – Operations | 1997–1999 | Not disclosed |
| Capital Resource Partners, LP | Partner | 1999–2001 | Not disclosed |
| Primary Steel LLC | Vice-Chairman | 2005–2007 | Not disclosed |
| North American Specialty Glass LLC | Chairman | 2005–2012 | Not disclosed |
| The Wiremold Company | Director | 1991–2000 | Not disclosed |
| Whitcraft LLC | Director | 2011–2017 | Not disclosed |
| Addaero LLC | Director | 2014–2019 | Not disclosed |
| Flux Power Holdings, Inc. | Director | 2020–2022 | Public company board; committees not disclosed |
| Simonds International, Inc. | Director | 2001–2023 | Not disclosed |
| Ironwood Manufacturing Fund, LP | Partner | 2002–2023 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Habco Industries LLC | Chairman of the Board | Since 2012 | Current |
| Ironwood Capital Holdings LLC | Senior Advisor | Since 2012 | Current |
| Flux Power Holdings, Inc. | Director | 2020–2022 | Prior public company directorship |
Board Governance
- Current roles: Independent Chairman of the Board (since 1/1/2025), Compensation Committee Chair, Audit Committee Member; designated audit committee financial expert; independent under NYSE rules .
- 2024 committee assignments: Lead Vice Chairman; Compensation Committee Chair; Audit Committee Member .
- Attendance and engagement: Each Director attended ≥92% of Board and committee meetings; Board met 15 times in 2024 .
- Executive sessions: Independent, non-management directors meet regularly in executive session, led by the independent Chairman or, in his absence, the Lead Vice Chairman .
| Committee (2024) | Role | Meetings Held |
|---|---|---|
| Board of Directors | Lead Vice Chairman (Cosentino) | 15 |
| Audit Committee | Member; financial expert | 5 |
| Compensation Committee | Chairman | 4 |
| Nominating & Corporate Governance | Not a member | 5 |
| Risk Oversight | Not a member | 3 |
| Capital Policy | Not a member ; Committee dissolved by Board in 2024 | 5 (pre-dissolution) |
Independence and interlocks:
- Board affirmed Cosentino is independent; Compensation Committee comprised entirely of independent directors and reported no interlocks or insider participation by executive officers in 2024 .
Fixed Compensation
| Component (FY2024) | Amount / Detail |
|---|---|
| Fees earned or paid in cash | $113,333 |
| Stock awards – shares underlying | 2,806 |
| Stock awards – grant date fair value | $121,667 (awarded 5/31/2024 under 2023 SIP; time-based vesting) |
| Other compensation | — |
| Total director compensation | $235,000 |
Director fee schedule and equity mix:
- Base annual retainer (effective 6/1/2022): Chairman $188,000; Lead Vice Chairman $155,000; Vice Chairman $145,000; All others $130,000; paid 2/3 in cash and 1/3 in one-year restricted stock grants .
- Additional annual retainer for Committee Chairs: Audit $20,000; Compensation $15,000; Nominating $12,000; Risk Oversight $12,000; Capital Policy $12,000 .
- Annual long-term equity compensation: $65,000 in three-year RSUs; new directors also receive $100,000 in five-year RSUs upon joining the Board .
Vesting activity and grant timing (Board-wide):
- Annual restricted shares awarded on 6/8/2023 vested on 5/30/2024; long-term restricted stock awarded 5/13/2021 vested on 5/13/2024; 2024 annual and long-term awards granted on 5/31/2024 .
Performance Compensation
| Item | Disclosure |
|---|---|
| Non-equity incentive plan compensation (directors) | Not provided; non-management directors do not receive non-equity incentive plan compensation |
| Options | Not provided; directors do not receive stock options |
| Performance metrics tied to director pay | None disclosed; equity awards for directors are time-based RSUs (not performance-based) |
Policies supporting pay governance:
- Insider Trading Policy and Hedging Policy prohibit hedging transactions, short sales, transactions on margin, and speculative trading in company securities .
- Executive Compensation Clawback Policy (applies to executive officers’ performance-based pay) publicly posted; no director-specific clawback disclosed .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Noted |
|---|---|---|---|
| Flux Power Holdings, Inc. | Director | 2020–2022 | None disclosed |
| Simonds International, Inc. | Director | 2001–2023 | None disclosed |
- Compensation Committee interlocks: None; no executive officers served on boards whose directors/officers serve on RGR’s Compensation Committee; no current executive officers on RGR’s Compensation Committee .
Expertise & Qualifications
Board skills matrix ratings (2=current/significant; 1=past; 0=minimal):
| Skill Area | Rating |
|---|---|
| Executive leadership | 2 |
| Public company governance | 2 |
| Financial (management/accounting) | 2 |
| Manufacturing/operations/supply chain | 2 |
| Sales & Marketing/brand | 2 |
| Risk Management (market/security/cyber/insurance) | 2 |
| Legal & Regulatory (public co./firearms) | 2 |
Equity Ownership
| Holder | Beneficially Owned Shares | Options Exercisable (≤60 days) | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| John A. Cosentino, Jr. | 12,862 | — | 12,862 | <1% (noted as “*”) |
Ownership alignment and guidelines:
- Director stock ownership guideline: minimum of 5× annual base cash retainer to be achieved within five years of adoption/election; directors’ compensation is structured to include annual deferred equity awards to support ownership alignment .
- Hedging prohibited; margin and speculative transactions restricted per Insider Trading Policy .
- Section 16(a) compliance: Company reports timely filings for officers and directors in 2024, except a single Form 4 timing issue for the CEO’s RSU grant; no delinquency noted for Cosentino .
Governance Assessment
- Strengths: Independent Chairman; deep operating, financial, and manufacturing expertise; designated audit committee financial expert; strong attendance; transparent director compensation with balanced cash/equity and no options or performance pay for directors, reducing pay-risk misalignment .
- Oversight signals: Chairs Compensation Committee; participates in Audit; Board conducts regular executive sessions; hedging prohibited; stock awards administered under shareholder-approved plans; no repricing allowed .
- Potential risks/considerations: Long tenure (director since 2005) mitigated by Board’s refreshment policy requiring step-down no later than annual meeting following the 78th birthday for existing directors; Cosentino is 75, implying a finite remaining horizon which can aid succession planning but may compress continuity depending on Board needs .
- Conflicts/related parties: No related-party transactions disclosed involving Cosentino; Board monitors and approves related-party transactions (disclosures include NRA and NSSF relationships with other directors/executives) .