Shawn C. Leska
STURM RUGER & COAbout Shawn C. Leska
Shawn C. Leska is Vice President, Sales at Sturm, Ruger & Company, Inc., a role he has held since November 6, 2015; he joined Ruger in 1989 and previously served as Director of Sales beginning in 2011 . He is 53 years old as of the company’s FY2024 Form 10-K and serves among the executive officers listed by the Board . Leska’s remit aligns directly with revenue generation and sell-through across Ruger’s distributor and retail channels; in 2024 Ruger generated earnings before income taxes of $38.0 million, EPS of $1.77, EBITDA of $55.1 million, and cash from operations of $55.5 million, supported by $159.3 million in new product sales (32% of firearm sales) and zero debt, which underpin incentive metrics tied to EBIT and long-term RO-NOA/TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sturm, Ruger & Company, Inc. | Vice President, Sales | 2015–present | Leads sales strategy, distribution and sell-through across channels |
| Sturm, Ruger & Company, Inc. | Director of Sales | 2011–2015 | Managed sales organization and key accounts, pipeline conversion |
| Sturm, Ruger & Company, Inc. | Sales roles (various) | 1989–2011 | Progressively expanded sales responsibilities over three decades |
External Roles
No external public company board roles or committee positions disclosed for Leska in the latest 10-K and Proxy .
Fixed Compensation
Multi-year cash compensation for Leska:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $316,667 | $334,375 | $350,000 |
| Profit Sharing ($) | $48,524 | $24,490 | $16,705 |
| All Other Compensation ($) | $29,934 | $32,279 | $33,629 |
| Total Compensation ($) | $990,292 | $980,117 | $1,006,867 |
Base salary was set at $350,000 with an effective date of August 16, 2023 .
Perquisites and benefits detail (2024):
| Component | Amount |
|---|---|
| Taxable Premiums Paid by Company for Group Term Life Insurance | $2,579 |
| Company Matching and Discretionary 401(k) Contributions | $31,050 |
Performance Compensation
Annual Cash Incentive (2024)
Ruger’s officer bonus was tied to EBIT (80% weighting) and non-financial objectives (20%). Target EBIT was $72.4 million; actual EBIT was $39.7 million (54.8% of target). Non-financial objectives were achieved at 80% of their 20% weighting. Aggregate payout equaled 59.8% of target, yielding Leska’s actual cash award of $139,533 .
| Metric | Weighting | Target | Actual | Payout (% of Target) | 2024 Result ($) |
|---|---|---|---|---|---|
| EBIT | 80% | $72.4M | $39.7M | 54.8% of EBIT portion | Included in total below |
| Non-Financial Objectives | 20% | Structured set (7 objectives) | 80% attainment | 80% of 20% portion | Included in total below |
| Aggregate | 100% | — | — | 59.8% | $139,533 |
Equity Awards (2024 Grants)
Leska received both performance-based RSUs and time-based RSUs in 2024, each targeting 67% of salary. Grants were issued on February 29, 2024 at a base price of $43.25 (mean of high/low) and are determined by dividing target $ value by grant price .
| Award Type | Grant Date | Target % of Salary | Grant-Date Fair Value ($) | RSUs Granted (#) | Vesting / Performance Metrics |
|---|---|---|---|---|---|
| Performance-Based RSUs | 2/29/2024 | 67% | $233,500 | 5,398 | 3-year RO-NOA with payout 0–200%; TSR ±10% modifier |
| Time-Based RSUs (Retention) | 2/29/2024 | 67% | $233,500 | 5,398 | Cliff vest 100% after 3 years; settled in cash since 2020 |
Performance realization to date (company-wide awards): 2024 awards achieved 3% to date; 2023 awards 9%; 2022 awards 26%, indicating modest performance payout accruals so far .
Stock vested in 2024:
| Vested Shares (RSUs) | Value Realized Upon Vesting ($) |
|---|---|
| 5,386 | $232,300 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 3, 2025)
| Holder | Shares Beneficially Owned | Options Exercisable (≤60 days) | Total Beneficial | % of Class |
|---|---|---|---|---|
| Shawn C. Leska | 38,820 | — | 38,820 | * (<1%) |
Stock ownership guidelines require two times base salary for other Named Executive Officers (NEOs), which includes the VP Sales role; CEO 5×, SVPs 3× . The Insider Trading Policy prohibits hedging and speculative transactions; the Executive Compensation Clawback Policy allows clawbacks for restatements tied to securities law noncompliance .
Unvested RSUs Outstanding (12/31/2024)
| Grant Cohort | Grant-Date Fair Value ($) | Units Not Vested (#) | Market Value at $35.37 Close ($) |
|---|---|---|---|
| 2024 Retention RSUs | $233,500 | 5,398 | $190,927 |
| 2024 Performance RSUs | $233,500 | 5,398 | $190,927 |
| 2023 RSUs (combined rows) | $216,800 | 4,087 | $144,557 |
| 2022 RSUs (combined rows) | $201,000 | 2,813 | $99,496 |
Hedging prohibited; no pledging disclosures were noted in the filings .
Employment Terms
Severance & Change-of-Control (Leska – executed November 25, 2024)
- Pre-Change-in-Control termination (Company w/o Cause or Officer for Good Reason): lump sum equal to 18 months of Base Annual Salary, pro-rated vesting of outstanding Retention and Performance RSUs, and continuation of medical insurance benefits up to 18 months, subject to executing a Release .
- Post-Change-in-Control termination within 24 months (Company w/o Cause or Officer for Good Reason): lump sum equal to 24 months of Annual Compensation (Base Salary + target cash bonus), full vesting of Retention and Performance RSUs paid in a lump sum equal to the cash value as of the effective date of the Change in Control, and continuation of medical insurance benefits up to 24 months, subject to Release .
- Agreement term: one year with automatic annual extensions unless the Company gives written notice ≥360 days prior or the officer gives notice/terminates before renewal; includes a Section 280G excise tax cutback and Section 409A compliance provisions .
- Non-compete and non-solicit obligations are embedded in the general Release during the severance period; confidentiality applies during and after the severance period; Colorado carve-outs apply per statute .
Change-in-control vesting mechanics under stock plans:
- 2017 Plan: potential accelerated vesting unless assumed/substituted in a merger; some awards require double-trigger .
- 2023 Plan: double-trigger accelerated vesting only if termination without cause or for good reason following a change in control and awards are assumed/substituted/continued .
Potential Payments (Illustrative table, company-disclosed estimates at 12/31/2024)
| Scenario | Severance Payment ($) | Performance-Based Cash (Nominal @ 200%) ($) | Equity Awards That Vest (#) | Medical Continuation ($) | Aggregate Payments ($) |
|---|---|---|---|---|---|
| Change in Control Termination | $700,000 | $466,700 | 22,402 | $32,900 | $1,199,600 |
| Termination w/o Cause (pre-CIC) | $525,000 | $0 | 6,449 | $32,900 | $557,900 |
| Retirement | n/a | $233,300 | — | $0 | $233,300 |
| Death or Disability | n/a | $233,300 | 24,956 | $0 | $233,300 |
Notes: Performance payouts under retirement/death/disability are prorated to the extent earned; aggregate excludes RSU counts for vesting .
Investment Implications
- Pay-for-performance alignment: 2024 officer bonus paid at 59.8% of target driven by below-target EBIT, and multi-year RO-NOA/TSR conditions have low realized achievement to date (2024: 3%; 2023: 9%; 2022: 26%), signaling disciplined equity payouts tied to operating performance and market returns .
- Retention vs. selling pressure: Three-year cliff vesting retention RSUs and ongoing performance RSUs create staggered vesting through 2025–2027, which supports retention but can create periodic liquidity events upon vesting; 2024 vesting realized $232,300 for Leska on 5,386 shares .
- Change-in-control protection: 18-month/24-month cash severance multiples plus RSU acceleration (pro-rata pre-CIC; full post-CIC) and medical continuation provide meaningful retention during corporate transitions; non-compete/non-solicit obligations during the severance period reduce immediate competitive risk .
- Alignment safeguards: Stock ownership guidelines (2× base for NEOs), formal clawback, and prohibitions on hedging/speculative trading reinforce long-term equity alignment, with strong shareholder support for pay practices (97% Say-on-Pay approval in 2024) .
Appendix: Company Performance Context (2024)
| Metric | 2024 |
|---|---|
| Earnings Before Income Taxes ($) | $38.0M |
| EPS ($) | $1.77 |
| EBITDA ($) | $55.1M |
| Cash From Operations ($) | $55.5M |
| New Product Sales ($) | $159.3M (32% of firearm sales) |
| Ending Cash & Short-Term Investments ($) | $105.5M; Debt: $0 |
Governance and compensation program features (selection): Independent Compensation Committee oversight and use of consultants; equity grants set after public filings; re-pricing prohibited; RSUs used instead of options; insider trading, hedging prohibitions; clawback policy .