Phillip C. Widman
STURM RUGER & COAbout Phillip C. Widman
Independent director of Sturm, Ruger & Co. since January 2010; age 70. Former SVP & CFO of Terex (2002–2013) and EVP & CFO of Philip Services (1998–2001). Lead Vice Chairman of the Board since January 1, 2025; chairs the Risk Oversight Committee and serves on the Compensation and (until its dissolution) Capital Policy Committees. Education: BBA, University of Michigan; MBA, Eastern Michigan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terex Corporation | Senior Vice President & Chief Financial Officer | 2002–2013 | Public company CFO; financial expertise cited by RGR Board . |
| Philip Services Corporation | Executive Vice President & Chief Financial Officer | 1998–2001 | Turnaround/executive finance role . |
| Lubrizol Corporation | Director; Audit Committee Chair; Nominating & Governance member | Nov 2008–Sept 2011 | Chaired Audit Committee; governance experience . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Enviri Corporation | Director | Since 2014 | Audit Committee; Governance Committee . |
| V2X, Inc. | Director | Since 2014 | Audit Committee member; Chair, Compensation & Human Capital Committee . |
Board Governance
- Independence: Board determined Mr. Widman is independent under NYSE rules; no material relationships with the company or affiliates .
- Leadership/roles: Lead Vice Chairman since Jan 1, 2025; Chairman leads independent director sessions, with Lead Vice Chairman presiding when necessary. Widman also chairs the Risk Oversight Committee and serves on Compensation and Capital Policy Committees (Capital Policy now dissolved) .
- Committees and 2024 meeting cadence (attendance): Board met 15 times in 2024; each director attended at least 92% of Board and committee meetings; committee meetings: Audit (5), Compensation (4), Nominating & Corporate Governance (5), Risk Oversight (3), Capital Policy (5) .
- 2024 committee assignments for Widman: Risk Oversight (Chair); Compensation (Member); Capital Policy (Member) .
- Committee restructuring: Board decided to dissolve the Capital Policy Committee and address capital allocation at full Board level; plans to dissolve the Risk Oversight Committee and integrate ERM into full Board discussions—centralizing oversight and broadening director engagement on these topics .
- Say-on-Pay: 2024 advisory vote approved with 97% support—an indicator of shareholder confidence in compensation governance .
Fixed Compensation
| Category | Detail | 2024 Amount/Terms |
|---|---|---|
| Fees Earned or Paid in Cash | Director cash compensation received in 2024 | $94,667 . |
| Equity – Stock Awards | Shares underlying awards (aggregate) | 2,590 shares . |
| Equity – Grant Date Fair Value | Aggregate grant date fair value of 2024 director equity awards (per ASC 718) | $112,333 . |
| Total Director Compensation | Cash + equity for 2024 | $207,000 . |
| Retainer Structure (effective June 1, 2022) | Annual base retainer (2/3 cash, 1/3 one-year restricted stock): Chairman $188k; Lead Vice Chairman $155k; Vice Chairman $145k; All others $130k | Policy terms, not individual payout . |
| Chair Fees (additional) | Audit $20k; Compensation $15k; Capital Policy $12k; Nominating & Corporate Governance $12k; Risk Oversight $12k | Policy terms . |
Notes:
- Equity awards are granted under the Stock Incentive Plan; directors do not receive non-equity incentive plan comp, stock options, pensions, or non-qualified deferred comp .
Performance Compensation
| Element | Metric/Condition | Award Mechanics | 2024 Specifics |
|---|---|---|---|
| Annual equity (retainer equity component) | Time-based vesting (1-year restricted stock) | 1/3 of base retainer in one-year restricted stock | Included within 2,590 shares and $112,333 grant-date value aggregate . |
| Long-term equity | Time-based vesting (three-year RSUs) | $65,000 annual long-term RSUs | Included within aggregate 2024 stock awards above . |
| New director initial grant | Time-based vesting (five-year RSUs) | $100,000 initial RSUs upon joining the Board | Director-eligibility policy (not a 2024 Widman grant) . |
- No director performance-conditioned equity or cash incentives are disclosed; compensation is mix of cash retainer and time-based equity to align with shareholders while maintaining director independence .
Other Directorships & Interlocks
| Company | Industry Link to RGR | Interlock/Transaction Disclosure |
|---|---|---|
| Enviri Corporation | Industrial/environmental services; no RGR transaction disclosed | No related-party transaction with RGR disclosed . |
| V2X, Inc. | Defense/government services; no RGR transaction disclosed | No related-party transaction with RGR disclosed . |
- Related-party transactions disclosed by RGR in 2024: Payments to NRA ($0.5m) and NSSF ($0.4m); no payments to entities associated with Widman; directors with affiliations (Froman at NRA; Killoy at NSSF) did not receive any portion of payments .
Expertise & Qualifications
- Financial expert: Deep CFO background; board/Audit Committee leadership; skills matrix highlights strong Financial, Public Company, Manufacturing, Risk, and Legal/Regulatory experience (rated “2” across these categories for Widman) .
- Risk oversight: Chair of RGR’s Risk Oversight Committee, focusing on operational, financial, legal/regulatory, strategic, reputational, and industry risks, with regular management reporting and ERM discussions .
Equity Ownership
| Holder | Date | Beneficially Owned Shares | Options Exercisable (within 60 days) | Percent of Class |
|---|---|---|---|---|
| Phillip C. Widman | Apr 3, 2025 | 32,528 | — | <1% |
| Phillip C. Widman | Apr 4, 2024 | 29,938 | — | <1% |
| Phillip C. Widman | Apr 6, 2023 | 27,829 | — | <1% |
Ownership alignment policies:
- Minimum ownership requirement for independent, non-management directors: 5x annual base cash retainer within five years of adoption or election .
- Insider trading/hedging policy prohibits hedging and other speculative transactions (e.g., short-term trading, short sales, certain margin transactions, options on company stock) .
Governance Assessment
- Strengths: Independent status, significant finance/audit expertise, high attendance (≥92% in 2024), and leadership as Lead Vice Chairman and Risk Oversight Chair support board effectiveness and investor confidence .
- Alignment and incentives: Director pay skews toward equity (2024: $94,667 cash vs. $112,333 equity), consistent with RGR’s ownership-alignment philosophy; directors do not receive options or performance cash incentives that could compromise independence .
- Oversight evolution: Dissolution of Capital Policy and planned dissolution of Risk Oversight centralize oversight at full Board, increasing collective engagement; monitoring execution quality will be important given Widman’s risk expertise .
- Shareholder sentiment: Strong 97% Say-on-Pay support in 2024 suggests confidence in compensation governance processes overseen by committees on which Widman serves .
- Conflicts/related-party risk: No related-party transactions involving Widman disclosed; company-level NRA/NSSF relationships disclosed with safeguards and independence determinations maintained .
RED FLAGS: None disclosed for Widman specifically (no related-party transactions, pledging not disclosed, Section 16 filings noted as timely for 2024 period) .