Rebecca S. Halstead
STURM RUGER & COAbout Rebecca S. Halstead
Brigadier General (Ret.), U.S. Army, Rebecca S. Halstead (age 66) has served as an independent director of Sturm, Ruger & Company, Inc. since June 2022. She is CEO and Founder of Steadfast Leadership, LLC (2010–present), holds an M.S. in National Resource Strategy (Advanced Manufacturing) from the Industrial College of the Armed Forces (2000), and is a 1981 graduate of the U.S. Military Academy at West Point. Her 27-year Army career culminated as the senior commanding general in charge of logistics in Iraq (2005–2006) and later commanding the Army’s Ordnance Center and Schools, overseeing training and leader development in weapons maintenance and munitions domains .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Multifunctional logistician; Senior commanding general in charge of logistics in Iraq (supporting ~250k personnel) | 1981–2008; Iraq tour 2005–2006 | Led large-scale supply chain and distribution operations; subsequent command of the Army’s Ordnance Center and Schools (training for maintenance and munitions) |
| U.S. Army Ordnance Center and Schools | Commanding General | Post-2006 (following Iraq tour) | Responsible for academic training and leader development for enlisted and commissioned officers in weapons maintenance and munitions |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Steadfast Leadership, LLC | Chief Executive Officer & Founder | 2010–present | Leadership development training and consulting; worked with hundreds of Fortune 500 companies |
| Thayer Leadership | Senior advisor and keynote speaker (contractor) | Past decade (noted engagement) | Executive leadership speaking and advisory work |
| Standard Process | Consultant (leadership & supply chain) | 2011–present | Family-owned manufacturer of whole-food-based supplements |
| Standard Process | Board Director | Since 2023 | Private company (not a public issuer) |
Board Governance
- Committee assignments: Nominating and Corporate Governance; Risk Oversight; Capital Policy (member; not chair) . In 2024, committee rosters confirm her service on Nominating & Corporate Governance, Risk Oversight, and Capital Policy .
- Independence: Board determined Ms. Halstead has no material relationship with the Company and is independent under NYSE rules (Rule 303A) .
- Attendance: Board met 15 times in 2024 (4 regular, 11 special); each director attended at least 92% of Board and applicable committee meetings; all directors attended the 2024 virtual annual meeting .
- Executive sessions: Independent, non-management directors meet regularly in executive session led by the independent non-executive Chairman or Lead Vice Chairman .
- Board leadership: Independent Chairman (John A. Cosentino, Jr., since Jan 1, 2025) and Lead Vice Chairman (Phillip C. Widman, since Jan 1, 2025), with separation of Chair and CEO roles codified in bylaws .
- Structural changes: Board dissolved the Risk Oversight Committee and Capital Policy Committee in 2024 to handle risk and capital allocation at full Board meetings for efficiency and broader director engagement .
Fixed Compensation
| Component | Details | Citation |
|---|---|---|
| Annual cash retainer (non-management director) | $130,000 for “All others”; paid as 2/3 cash and 1/3 one-year restricted stock grant | |
| Additional annual equity (long-term) | $65,000 in three-year RSUs granted annually | |
| New director equity grant | $100,000 in five-year RSUs upon joining the Board | |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Capital Policy $12,000; Nominating & Corporate Governance $12,000; Risk Oversight $12,000 |
2024 Director Compensation (actual):
| Name | Cash Fees ($) | Shares Underlying Stock Awards (#) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Rebecca S. Halstead | 86,667 | 2,498 | 108,333 | 195,000 |
Notes:
- 2024 director awards were granted May 31, 2024; one-year restricted shares from June 8, 2023 vested May 30, 2024; prior long-term awards from May 13, 2021 vested May 13, 2024 .
- No option grants; director compensation is cash plus RSUs; cash-equity mix aligns director incentives with shareholder outcomes .
Performance Compensation
- Director awards: No performance-based metrics disclosed for director equity; director RSUs are time-based (one-year restricted stock, plus 3- and 5-year RSUs per policy) .
- Company’s executive pay-for-performance framework (governance oversight by Board/Comp Committee):
- Annual bonus metrics (2024): 80% EBIT target; 20% non-financial objectives (employee retention, safety, product quality/delivery, NPD). EBIT target set at $72.4 million; actual EBIT $39.7 million (54.8% achievement). Non-financial objectives achieved at 80% of 20% weighting; aggregate bonus payout 59.8% of target .
- Performance RSUs (executives): 3-year Return on Net Operating Assets with payout scale and a ±10% TSR modifier (applied based on 3-year TSR change) .
Executive 2024 Bonus Metrics and Outcomes:
| Metric | Target | Actual | Achievement | Weight | Payout Contribution |
|---|---|---|---|---|---|
| EBIT ($mm) | 72.4 | 39.7 | 54.8% | 80% | 43.8% of target (54.8% × 80%) |
| Non-financial objectives | Defined set (7 objectives) | 80% achievement of the 20% bucket | 80% | 20% | 16.0% of target (80% × 20%) |
| Aggregate payout | — | — | — | — | 59.8% of target |
Executive Performance RSU Payout Scale:
| % of Target RO NOA Achievement | Resulting Payout |
|---|---|
| <50% | 0% |
| 50%–100% | 0–100% |
| 100%–150% | 100%–200% |
| >150% | 200% |
| TSR Modifier | ±10 percentage points based on 3-year TSR change |
Other Directorships & Interlocks
| Company | Board Role | Committee Roles |
|---|---|---|
| Standard Process (private) | Director (since 2023) | Not disclosed |
- No other public company directorships disclosed; no interlocks with RGR competitors, suppliers, or customers identified in related-party disclosures for 2024–2025 .
Expertise & Qualifications
- Core credentials: Senior military logistics leadership; supply chain management; training and leader development; leadership consulting with Fortune 500 companies .
- Board skills matrix (Halstead):
- Executive leadership: 2 (current/significant)
- Public company experience: 1 (past)
- Financial: 0 (minimal)
- Manufacturing & supply chain: 1 (past experience)
- Sales & marketing: 1 (past experience)
- Risk management: 2 (current/significant)
- Legal & regulatory: 0 (minimal)
Skills Matrix (Halstead excerpt):
| Category | Rating |
|---|---|
| Executive | 2 |
| Public Company | 1 |
| Financial | 0 |
| Manufacturing / Supply Chain | 1 |
| Sales & Marketing | 1 |
| Risk Management | 2 |
| Legal & Regulatory | 0 |
Equity Ownership
| Holder | Beneficially Owned Shares | Options (Exercisable/within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Rebecca S. Halstead | 7,721 | — | 7,721 | <1% |
| Shares outstanding (reference) | 16,554,962 (as of Apr 3, 2025) | — | — | — |
Ownership Alignment & Policies:
- Director ownership guideline: minimum equity ownership of five times annual base cash retainer to be achieved within five years (for directors and certain executives). For non-management directors, base cash retainer $130,000; guideline applies within five years of election/adoption (Halstead’s compliance window extends to 2027) .
- Hedging policy prohibits speculative transactions and hedging of Company securities; insider trading policy enforced; clawback policy in place for performance-based compensation tied to financial measures .
- No pledging or loans disclosed; no related-party transactions involving Halstead reported for 2024–2025 .
Governance Assessment
- Independence and engagement: Confirmed independent under NYSE standards; regular executive sessions; strong attendance (>92%) across Board and committee meetings in 2024, supporting robust oversight .
- Committee experience: Service on Nominating & Corporate Governance, Risk Oversight, and Capital Policy provided exposure to director selection/governance, enterprise risk, and capital allocation; these topics now addressed at full Board after committee dissolution to enhance efficiency and director inclusion .
- Compensation oversight signal: Company’s say-on-pay received 97% approval in 2024, indicating investor support for pay programs (directors oversee philosophy and outcomes through Board and Compensation Committee processes) .
- Director pay mix & alignment: Cash retainer plus multi-year RSUs create long-term alignment; no options; tenure-based RSUs for directors promote retention without performance gaming risk .
- Ownership alignment: Halstead holds 7,721 shares (<1%); Board imposes stringent ownership guidelines (5× cash retainer for directors) to be achieved within five years, reinforcing alignment with shareholder interests .
- Related-party/conflict review: Board reviews all related-party transactions; 2024 disclosures note payments to NRA and NSSF tied to other directors, but no transactions involving Halstead; independence reaffirmed .
- Governance structure: Independent Chairman and separate CEO role, plus Lead Vice Chairman, provide clear lines between oversight and management—supporting board effectiveness, especially through CEO transition in 2025 .
- Risk oversight evolution: Transitioning risk oversight to full Board may increase cohesion and reduce redundancy, but requires disciplined agenda management to maintain depth—Board stated aim is efficiency with full participation .
RED FLAGS: None disclosed specific to Halstead. No related-party exposure, pledging, or attendance concerns reported; Section 16(a) compliance issues noted only for a late Form 4 by the CEO (not Halstead) .