Sandra S. Froman

About Sandra S. Froman

Independent director (age 75) serving since December 2015. An attorney with prior private civil practice and law firm partnerships; former President and board member of the Arizona Bar Foundation; taught law at Santa Clara University (1983–1985). She chairs RGR’s Nominating & Corporate Governance Committee and is a member of the Compensation Committee; historically served on the Risk Oversight Committee (now dissolved for efficiency, with risk handled by the full Board) . The Board affirms her independence under NYSE rules despite the Company’s paid promotional relationship with the NRA where she serves on the Board; she does not receive any portion of Company payments to NRA .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation; historically Member, Risk Oversight (committee dissolved; risk now addressed by full Board) .
• Independence: Classified independent under NYSE Rule 303A; Company paid NRA $0.5 million in 2024 for promotional/advertising, but Froman receives none of these funds; Board monitors related-party transactions with disclosure and approval protocols .
• Attendance and engagement: Board met 15 times in 2024; each Director attended at least 92% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
• Board refreshment: Policy requires incumbent directors to step down no later than the annual meeting following their 78th birthday; applied to directors serving at adoption; aligns with succession focus post-CEO transition .

Fixed Compensation

• Retainer structure (effective June 1, 2022): Non-management Directors receive annual base retainer paid 2/3 cash and 1/3 one-year restricted stock; “All others” retainer $130,000; committee chair add-ons include Nominating & Corporate Governance Chair $12,000; Compensation Chair $15,000; Audit Chair $20,000 .
• Equity for directors: Annual long-term equity $65,000 in three-year RSUs; $100,000 in five-year RSUs upon joining Board .

Notes

• Cash fees reconcile to 2/3 of base retainer ($130,000) plus chair fee ($12,000) → 2/3 × $142,000 ≈ $94,667 .

Performance Compensation

• Directors do not receive performance-based pay; however, as Compensation Committee member, Froman oversees NEO incentive metrics:
• Annual cash bonus metrics (2024): 80% EBIT vs target; 20% non-financial objectives (employee retention, safety, product quality/delivery, new product development) .
• Outcomes (2024): EBIT actual $39.7 million vs $72.4 million target (54.8% of goal); non-financial objectives achieved at 80% of their 20% weighting; aggregate payout 59.8% of target .

• Equity awards for executives: Performance-based RSUs vest on three-year return on net operating assets with TSR modifier (±10% for 3-year TSR change up to ±10%); separate time-based RSUs vest after 3 years; payout schedule escalator applied for RNOA achievement .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal/regulatory expertise; risk management; firearms industry involvement .
• Board Skills Matrix ratings for Froman (0=minimal, 1=past, 2=current/significant): Executive 1; Public Company 1; Financial 0; Manufacturing 1; Sales & Marketing 1; Risk Management 2; Legal & Regulatory 2 .

Equity Ownership

• Ownership guidelines: Independent directors must hold ≥5× annual base cash retainer within five years; designed to align director incentives with shareholders . Pledging/hedging: The Company prohibits hedging and speculative transactions; clawback policy applies to performance-based executive compensation .

Governance Assessment

• Strengths

  • Independent director with strong legal/regulatory and risk oversight credentials; chairs Nominating & Governance, supports board refreshment and succession processes .
  • High attendance (≥92% for Board/committees); active engagement including annual meeting attendance .
  • Clear compensation governance: clawback policy; prohibition on hedging; director ownership guidelines; no option grants to directors; equity grants structured via RSUs .
  • Shareholder support: 2024 say-on-pay received 97% approval, signaling broad endorsement of pay practices overseen by the Compensation Committee .

• Watch items / red flags

  • Related-party exposure: Company paid NRA $0.5 million in 2024 while Froman serves on NRA Board; although she is independent and does not receive funds, the relationship requires continued scrutiny to avoid perceived conflicts and ensure arm’s-length terms and recusal practices .
  • Committee dissolution: Risk Oversight and Capital Policy Committees dissolved in 2024; while intended to streamline governance, monitor full-board risk oversight effectiveness and documentation of executive sessions and risk reviews .
  • Financial expertise rating (0) in skills matrix suggests reliance on other directors for deep financial oversight; balance maintained via audit committee composition and broader board skills .

• Implications for investors

  • Governance posture appears shareholder-friendly with robust independence, attendance, and ownership alignment; NRA relationship represents a reputational and governance sensitivity requiring clear oversight and disclosures .
  • Compensation oversight utilizes quantifiable metrics (EBIT, RNOA, TSR) with below-target payouts in 2024, indicating pay-for-performance calibration under current cycle; Froman’s role on Compensation and Nominating reinforces board effectiveness in overseeing executive performance and refresh .