Todd W. Seyfert
STURM RUGER & COAbout Todd W. Seyfert
Todd W. Seyfert (age 55) was appointed President and Chief Executive Officer of Sturm, Ruger & Company, Inc. effective March 1, 2025, and is nominated to join the Board at the 2025 Annual Meeting; he brings deep firearms/outdoor consumer products leadership from FeraDyne Outdoors, Vista Outdoor/ATK Sporting Group, and roles at Magnum Research, Bushnell, Michaels of Oregon, and Birchwood Laboratories . As of April 3, 2025, he beneficially owned 87,516 RGR shares (<1%); a Form 4 was filed March 11, 2025 for a March 3, 2025 grant of 63,758 RSUs (report noted as late by the company) . RGR’s 2024 baseline performance (pre‑Seyfert tenure) featured EPS of $1.77, EBITDA of $55.1M, $55.5M cash from operations, $105.5M cash/short-term investments, no debt, and 32% of firearm sales from new products; shareholders received $46.2M (dividends and buybacks) . Shareholders supported Say‑on‑Pay with 97% approval in 2024, and RGR maintains an independent Chair structure by bylaw, separating CEO and Chair roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sturm, Ruger & Co. | President & CEO | Mar 2025–Present | CEO leading strategy and operations; nominated to Board in 2025 |
| Dometic Group | President | Jan 2024–Mar 1, 2025 | Senior operating leadership in consumer/manufacturing context |
| FeraDyne Outdoors, LLC | Chief Executive Officer | Feb 2016–May 2023 | Led a portfolio of outdoor brands; firearms/outdoor category leadership |
| Vista Outdoor, Inc. | SVP, Sales | Feb 2015–Feb 2016 | Commercial leadership in shooting sports/outdoor |
| ATK Sporting Group | Group VP, Sales, Marketing & Distribution | Mar 2013–Feb 2015 | Commercial and go‑to‑market leadership in firearms/sporting |
| Magnum Research; Bushnell; Michaels of Oregon; Birchwood Laboratories | Various leadership roles | Prior years | Broad firearms/consumer products leadership and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sturm, Ruger & Co. | Director Nominee | 2025 | Nominated to join Board post-2025 Annual Meeting |
| Other public company boards | — | — | No other public company directorships disclosed in proxy |
Fixed Compensation
| Element | Terms |
|---|---|
| Base Salary | Not less than $750,000 per annum |
| Target Annual Cash Bonus | 100% of base salary (performance-based) |
| Annual Equity (Performance) | Target value equal to 125% of base salary; performance RSUs |
| Annual Equity (Retention/Time-based) | Target value equal to 125% of base salary; time-vesting RSUs |
| One-time Equity Award | 40,000 RSUs upon hiring (portion time-based, portion performance-based); share-settled 1:1 upon vesting |
| Make-Whole Cash | Up to $345,000 to offset forfeited 2024 incentives from prior employer |
Performance Compensation
Company framework (2024) for NEOs; Seyfert was not at RGR in 2024 but will participate under the company’s program design.
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| EBIT (Target Income Before Income Taxes) | 80% | $72.4M | $39.7M | 54.8% of goal for EBIT component |
| Non‑Financial Objectives (7 objectives) | 20% | 100% | 80% achievement | 80% of non‑financial component |
| Total Annual Bonus Payout (NEOs) | — | 100% = target | — | 59.8% of target overall |
Additional equity design details:
- Performance RSUs: 3-year performance period; payout 0–200% based on return on net operating assets; TSR modifier ±10 percentage points based on 3-year TSR .
- Time-based RSUs: Cliff vest 100% after 3 years; since 2020, time-vesting RSUs for NEOs have been settled in cash; Seyfert’s one-time 40,000 RSUs are explicitly share‑settled .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 87,516 shares as of Apr 3, 2025 (<1% of class) |
| Recent Grants | 63,758 RSUs granted Mar 3, 2025; Form 4 filed Mar 11, 2025 (company noted the filing as late) |
| Ownership Guidelines | CEO required to hold stock equal to 5× base salary within 5 years |
| Hedging/Margin/Pledging | Hedging prohibited; speculative transactions and margin transactions prohibited under Insider Trading Policy; clawback policy in place for performance-based pay tied to financial reporting |
| Options | Company currently utilizes RSUs rather than stock options for employee equity awards |
Vesting mechanics and potential selling pressure:
- Time-based portion of 2025 awards typically cliff vests after 3 years (implies around March 2028 for Mar 3, 2025 grants), driving a discrete vesting event; Seyfert’s one‑time 40,000 share-settled RSUs increase potential float at vesting relative to cash‑settled time RSUs used for other NEOs .
- Performance RSUs vest after the 3‑year performance cycle based on RNOA with TSR modifier; vesting may lead to additional share issuance for the one‑time award component .
Employment Terms
| Provision | Pre‑CIC Termination (Without Cause/Good Reason) | Post‑CIC Termination (Within 24 months; Without Cause/Good Reason) |
|---|---|---|
| Cash Severance | Lump sum = 18 months of Base Salary | Lump sum = 24 months of Annual Compensation |
| Equity | Prorated vesting of outstanding Retention RSUs and Performance RSUs per terms | Full vesting and cash payment equal to the value of shares as of CIC effective date |
| Medical Benefits | Continued coverage up to 18 months | Continued coverage up to 24 months |
| CIC Vesting Framework (Plan) | — | 2023 Stock Incentive Plan uses double‑trigger CIC vesting; 2017 Plan allows acceleration, subject to assumptions/substitutions; Committee may set different treatment for individual awards |
| Non‑Compete | Prohibition against engaging in activities that compete or interfere during employment and for 2 years thereafter | |
| Start Date / Board Service | CEO start: Mar 1, 2025; nominated to Board at 2025 Annual Meeting |
Board Governance (Service, Committees, Independence, Dual‑Role Implications)
- Board service: Seyfert is a 2025 director nominee; post‑election he would be the sole management director; management directors at RGR historically do not receive Board retainers (e.g., prior CEO did not receive Board fees) .
- Independence and structure: By‑laws require an independent, non‑management Chair; current Chair is independent (Cosentino); separation of CEO and Chair mitigates dual‑role governance risk .
- Committee roles: No committee assignments disclosed for Seyfert; Audit/Compensation/Nominating committees are composed of independent directors .
- Board effectiveness context: In 2024, the Board held 15 meetings; each director attended ≥92% of meetings; Board dissolved Risk Oversight and Capital Policy Committees to handle matters at full Board level for efficiency .
Director Compensation (for context; management directors excluded)
| Role | Annual Retainer | Notes |
|---|---|---|
| Chairman | $188,000 (2/3 cash, 1/3 1‑yr restricted stock) | |
| Lead Vice Chairman | $155,000 | |
| Vice Chairman | $145,000 | |
| Other Directors | $130,000; plus $65,000 in 3‑yr RSUs; new directors receive $100,000 in 5‑yr RSUs | |
| Committee Chair Fees | Audit $20,000; Compensation $15,000; Nominating $12,000 (and others as listed) | |
| Management Director Fees | Not paid (e.g., prior CEO did not receive Board comp) |
Compensation Structure Notes and Governance Safeguards
- Equity mix: Company uses RSUs, not options; reduces risk of option repricing and aligns with multi‑year performance/retention .
- Clawback: Executive Compensation Clawback Policy applies to performance‑based compensation if restated results show financial non‑compliance .
- Hedging/derivatives: Prohibited; margin transactions prohibited; reduces misalignment risk from hedging .
- Ownership guidelines: CEO 5× salary within 5 years promotes long‑term alignment .
- Say‑on‑Pay: 97% approval in 2024 indicates shareholder support of pay design .
Risk Indicators & Red Flags
- Section 16 filing timeliness: Company noted Seyfert’s March 3, 2025 RSU grant Form 4 was filed March 11, 2025 (late); isolated compliance timing issue .
- Related‑party transactions: None disclosed related to Seyfert beyond his employment agreement .
- No debt; ample cash (context for incentive affordability/retention): $105.5M cash/short-term investments and no debt at YE 2024 .
- Program discipline: No option repricing; equity grants set on specific post‑filing dates; independent comp committee oversight .
Data Tables
Key 2024 Company Performance Context (pre‑Seyfert)
| Metric | 2024 Value |
|---|---|
| EPS | $1.77 |
| EBITDA | $55.1M |
| Cash from Operations | $55.5M |
| Cash & Short‑Term Investments (YE) | $105.5M |
| Debt | None |
| New Product Sales (% of firearm sales) | 32% ($159.3M) |
| Capital Returned | $46.2M (Dividends $11.8M; Buybacks $34.4M/835,060 shares) |
Seyfert: Ownership and Recent Grants
| Item | Amount/Detail |
|---|---|
| Beneficially Owned Shares (Apr 3, 2025) | 87,516; <1% of class |
| RSUs Granted (Mar 3, 2025) | 63,758 RSUs; Form 4 filed Mar 11, 2025 (company noted late filing) |
| One‑time Hire Award | 40,000 RSUs (time‑ and performance‑based; share‑settled) |
Seyfert: Compensation Targets
| Component | Target/Value |
|---|---|
| Base Salary | ≥ $750,000 |
| Target Cash Bonus | 100% of base salary |
| Annual Performance RSUs | 125% of base salary target value |
| Annual Time‑based RSUs | 125% of base salary target value |
| Make‑Whole Cash | Up to $345,000 |
Bonus Framework (Companywide Officers, 2024)
| Component | Weight | Target | Actual | Result |
|---|---|---|---|---|
| EBIT | 80% | $72.4M | $39.7M | 54.8% of goal for EBIT component |
| Non‑Financial Objectives | 20% | 100% | 80% achieved | 80% of non‑financial component |
| Total Payout | — | 100% | — | 59.8% of target |
Employment Economics (Severance/CIC)
| Scenario | Cash | Equity | Benefits |
|---|---|---|---|
| Pre‑CIC (Without Cause/Good Reason) | 18 months base salary (lump sum) | Prorated vesting of Retention and Performance RSUs per terms | Medical up to 18 months |
| Post‑CIC (Within 24 months; Without Cause/Good Reason) | 24 months Annual Compensation (lump sum) | Full vesting and cash paid equal to value of vested shares at CIC date | Medical up to 24 months |
Investment Implications
- Alignment and dilution cadence: Seyfert’s package is weighted to performance and time‑based RSUs; the one‑time 40,000 share‑settled RSUs plus the March 2025 RSU grant create identifiable vesting events (3‑year time cliff; 3‑year performance cycle), which can concentrate supply and insider selling windows around 2028+; monitor vesting calendars and 10b5‑1 plans for trading pressure .
- Retention and CIC risk: Pre‑CIC severance at 1.5× salary (plus prorated equity and benefits) is moderate; double‑trigger CIC protection at 2× Annual Compensation with full equity vesting is standard for mid‑cap industrials, reducing forced‑exit risk but potentially raising CIC deal costs; not indicative of egregious “golden parachute” risk .
- Governance quality: Independent Chair required by by‑laws, independent committees, clawback and anti‑hedging/margin policies, and strong Say‑on‑Pay (97%) mitigate governance/compensation risk as the new CEO transitions .
- Early compliance signal: The company noted the March 2025 Form 4 for Seyfert’s RSU grant was filed late; isolated, but worth monitoring Section 16 filing discipline going forward .