Ronald C. Whitaker
STURM RUGER & COAbout Ronald C. Whitaker
Independent director (age 77), serving on RGR’s board since June 2006; former non‑executive Chairman (2019–2024). Current committee memberships: Audit and Compensation; designated as an Audit Committee financial expert. The Board affirms his independence under NYSE rules; he plans to step down after the 2026 annual meeting pursuant to Board refreshment policy. Extensive CEO and board experience across industrials and firearms, including Colt’s Manufacturing (CEO/President/Chairman, 1992–1995) and Hyco International (CEO/President, 2003–2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyco International | President & CEO; Board member | 2003–2011 (Board since 2001) | Led industrial manufacturer operations |
| Strategic Distribution, Inc. | President & CEO; Board/Exec Committee member | 2000–2003 | Distribution turnaround and governance oversight |
| Johnson Outdoors | President & CEO | 1996–2000 | Consumer/outdoor products leadership |
| Colt’s Manufacturing Co., Inc. | CEO, President & Chairman | 1992–1995 | Firearms industry operator; competitive domain experience |
| Pangborn Corporation | Board member; Chair of Compensation Committee | 2006–2015 | Chaired comp oversight |
| Indiana Univ. Manufacturing Policy Initiative | Chairman | 2017–2020 | Thought leadership in manufacturing policy |
| Firearms Training Systems; Group Decco; Michigan Seamless Tube; Precision Navigation; Weirton Steel; Code Alarm | Board member (various) | Various years | Industrial and technology governance exposure |
| College of Wooster | Trustee (former) | N/A | Non‑profit governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Payne & Dolan (Walbec Group) | Board member | Since 2013 | Compensation Committee member |
| Global Brass & Copper Holdings, Inc. | Board member; Lead Director; Chair of Compensation; member Audit & Nominating/Gov | 2011–2019 | Led comp oversight and governance; public company board experience |
Board Governance
- Independence, leadership, and engagement: Independent under NYSE rules; served as non‑executive Chairman (2019–2024), succeeded by John A. Cosentino Jr. (Chairman since Jan 1, 2025). Independent directors meet in regular executive session; Lead Vice Chairman is Phillip C. Widman (since Jan 1, 2025) .
- Committee work: Current member, Audit and Compensation Committees; designated Audit Committee financial expert alongside Rosenthal and Cosentino .
- Attendance: Board held 15 meetings in 2024; each director attended at least 92% of Board and committee meetings; all attended the 2024 annual meeting .
- Skills matrix: Whitaker scores “2” (current/significant experience) in Executive, Public Company, Financial, Manufacturing, Sales & Marketing, Legal & Regulatory; “1” in Risk Management .
- Refreshment and succession: Board adopted age/tenure limits; Whitaker plans to step down after the 2026 annual meeting .
- Committee structure change: Risk Oversight and Capital Policy Committees dissolved; full Board now covers enterprise risk and capital allocation for efficiency .
Fixed Compensation
| Director Compensation (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Shares Underlying Stock Awards (#) | Total ($) |
|---|---|---|---|---|
| Ronald C. Whitaker | 125,333 | 127,667 | 2,944 | 253,000 |
| Annual Director Retainers (effective June 1, 2022) | Amount ($) |
|---|---|
| Chairman of the Board | 188,000 |
| Lead Vice Chairman | 155,000 |
| Vice Chairman | 145,000 |
| All other directors | 130,000 |
- Mix and instruments: Two‑thirds cash, one‑third one‑year restricted stock grants; plus annual long‑term RSUs of $65,000 (3‑year) and a one‑time $100,000 RSU grant upon joining the Board (5‑year) .
- Committee chair adders: Audit $20,000; Compensation $15,000; Capital Policy $12,000; Nominating & Gov $12,000; Risk Oversight $12,000 .
- No stock options or director meeting fees disclosed; directors reimbursed for reasonable expenses .
Performance Compensation
- No director‑specific performance metrics disclosed or non‑equity incentive plans for directors; equity awards are time‑based RSUs for directors (distinct from executive performance RSUs) .
Other Directorships & Interlocks
| Entity | Relationship to RGR | Note on Potential Interlock/Conflict |
|---|---|---|
| Colt’s Manufacturing (former CEO/Chairman) | Historical competitor | Historical role; no current related‑party transaction noted . |
| Walbec Group (Payne & Dolan) | Unrelated infrastructure company | No RGR transactions disclosed; compensation committee role . |
| Global Brass & Copper (public, past) | Industrial materials | Prior public board; no current interlock . |
- Related‑party transaction monitoring: Board reviews all related‑party transactions; 2024 payments to NRA ($0.5M) and NSSF ($0.4M) disclosed, with ties to other directors (Froman at NRA; Killoy at NSSF); no Whitaker‑specific related‑party transactions disclosed .
Expertise & Qualifications
- Audit and financial oversight: Audit Committee financial expert; broad CFO‑adjacent exposure across industrials .
- Manufacturing and firearms domain: Senior leadership across manufacturing, firearms, and consumer products (Hyco, Colt’s, Johnson Outdoors); strong sales/marketing experience .
- Public company governance: Lead Director, committee chair roles at Global Brass & Copper; extensive boardroom experience .
Equity Ownership
| Ownership (as of Apr 3, 2025) | Shares | Stock Options (exercisable/60 days) | Total | % of Class |
|---|---|---|---|---|
| Ronald C. Whitaker | 30,946 | — | 30,946 | <1% |
| Ownership Alignment Calculation | Value |
|---|---|
| Shares x 12/31/2024 closing price ($35.37) | ~$1,095,000 (30,946 × $35.37) |
| Director ownership guideline (5× base cash retainer) | $940,000 (Chairman $188,000 × 5) |
- Assessment: Based on disclosed shares and 12/31/2024 price, Whitaker’s holdings appear to meet/exceed the director ownership guideline; the Board requires independent directors to reach 5× retainer within five years .
Governance Assessment
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Strengths and positive signals:
- Independence affirmed; extensive committee service (Audit, Compensation) and prior Board leadership enhance oversight quality .
- Audit Committee financial expert designation strengthens RGR’s financial reporting oversight .
- High attendance (≥92%) and regular independent executive sessions support board effectiveness .
- Ownership alignment appears to meet guideline; hedging prohibited under Insider Trading Policy; Clawback policy in place for executives .
- Say‑on‑pay support at 97% in 2024 suggests investor confidence in compensation governance .
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Potential risks/monitoring items:
- Historical firearms competitor affiliation (Colt’s) is legacy; no current related‑party exposure disclosed, but continued monitoring appropriate .
- Committee consolidation (risk and capital policy into full Board) improves efficiency but warrants attention to ensure depth of risk and capital allocation oversight persists .
- Planned departure after 2026 annual meeting elevates succession planning importance for Audit/Compensation committee continuity .