Richard McBee
SPORTSMAN'S WAREHOUSE HOLDINGSAbout Richard McBee
Richard McBee, 61, is the independent Chair of the Board at Sportsman’s Warehouse Holdings, Inc., serving as a director since November 2018. He is currently President and Chief Executive Officer of CLEAResult Consulting, Inc. (since July 2021), and previously served as CEO of Riverbed Technology (2019–2021) and CEO and Director of Mitel Networks Corporation (2011–2019). McBee began his career at Tektronix, holding senior roles, and later led the Communications and Enterprise Group at Danaher; he holds a B.S. from the United States Air Force Academy and an MBA from Chapman School of Business and Economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CLEAResult Consulting, Inc. | President & CEO | Jul 2021–Present | Energy efficiency leadership; operational oversight |
| Riverbed Technology | President & CEO | Oct 2019–Jun 2021 | Turnaround and portfolio execution |
| Mitel Networks (Nasdaq: MITL) | President, CEO & Director | Jan 2011–Oct 2019 | Led public company; strategic M&A and operations |
| Danaher (NYSE: DHR) | President, Communications & Enterprise Group | 2007–2011 | Post-acquisition integration; multi-business oversight |
| Tektronix | SVP/GM Communications BU; SVP Worldwide Sales/Service/Marketing; VP Marketing | ~15 years | Business unit leadership and global sales |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Mitel Networks Corporation | Director (alongside CEO role) | Prior | Public company directorship noted during CEO tenure |
| Other current public company boards | — | Not disclosed | No current public directorships disclosed in proxy |
Board Governance
- Independent Chair of the Board; separate CEO and Chair roles maintained to balance independence and management participation .
- Committee membership: Compensation Committee (member; not chair) .
- Independence: Board affirmatively determined McBee qualifies as an independent director under Nasdaq rules; independent directors meet in regularly scheduled executive sessions .
- Attendance: In fiscal 2024, the Board held 8 meetings; Compensation Committee 9; Audit 5; Nominating and Governance 4; each director attended at least 75% of applicable meetings. All then-current directors attended the 2024 annual meeting .
- Board structure and declassification: Phased declassification continues, with one‑year terms on election as classes roll off; McBee’s term aligned with annual elections per the plan .
- Public engagement: As Chair, McBee publicly supported board right-sizing (reducing from 9 to 6 members) to align with expense structure and profitability strategy under CEO Paul Stone .
Skills (from Board skills matrix):
- E‑Commerce/Digital; Supply Chains & Logistics; Board/Public Company Governance; M&A/Capital Markets; Human Capital/Culture; CEO Experience; Shareholder Communication & Alignment .
Fixed Compensation
| Component | Policy Detail | FY 2024 Actual (Cash) |
|---|---|---|
| Annual cash retainer (non-employee director) | $85,000 | Included in actual |
| Chair of the Board cash retainer | +$130,000 | Included in actual |
| Lead Independent Director retainer | +$15,000 (if applicable) | Not applicable (McBee is Chair) |
| Committee chair fees | Audit +$30,000; Comp +$25,000; Nominating +$25,000 | Not applicable (not a committee chair) |
| FY 2024 total cash fees (McBee) | — | $215,000 |
Performance Compensation
| Component | Policy Detail | FY 2024 Actual (Stock) | Vesting / Notes |
|---|---|---|---|
| Annual RSU Award (non-employee director) | RSUs equal to $100,000 / closing price | — | 12 monthly installments; full vesting prior to next annual meeting if <12 months; deferral elections allowed |
| Annual RSU Award for Chair of the Board | RSUs equal to $115,000 / closing price | $114,997 grant-date fair value | 12 monthly installments; settlement per plan, optional deferral |
| Performance metrics | Not applicable to director RSUs | None | Director equity is time-based; no performance conditions disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy |
| Prior public boards | Mitel Networks Corporation (served as Director during CEO tenure) |
| Interlocks/conflicts | None disclosed; Audit Committee reviews all related-party transactions; no transactions requiring Item 404(a) disclosure were noted for McBee |
Expertise & Qualifications
- CEO experience with public and private technology companies; strategic M&A and transformation leadership .
- Digital/e‑commerce, supply chain/logistics, governance, capital markets, human capital, and shareholder communication skills per the Board’s skills matrix .
- Education: B.S., U.S. Air Force Academy; MBA, Chapman School of Business and Economics .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 205,608 | <1% of outstanding; computed on 38,287,425 shares |
| Ownership % of common | <1% | As disclosed in beneficial ownership table |
| RSUs vested but not paid | 21,718 | Director equity settlement per plan |
| Unvested RSUs | 10,859 | Annual RSU grant vests monthly |
| Shares pledged/hedged | Prohibited | Corporate policy prohibits hedging and pledging of Company stock |
| Director ownership guidelines | ≥3× base annual retainer ($300,000) | Directors either compliant or within grace period (five years) |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: Approved, with votes For 22,155,199; Against 4,399,313; Abstain 17,388; Broker non‑votes 4,301,439 .
- 2025 proxy notes approximately 83% approval in prior year (substantially higher than the 2023 ~68% approval), with program changes emphasizing performance alignment and three‑year cliff vesting .
Compensation Committee Analysis
- Compensation Committee composition (FY 2024→FY 2025): Current chair Steven R. Becker; members include McBee and Sansom; all members independent under Nasdaq and SEC rules .
- Independent consultant: FW Cook engaged; Committee concluded no conflicts of interest; used peer group benchmarking to assess executive/director compensation practices .
Peer group (FY 2024 executive compensation benchmarking):
| Peers |
|---|
| Academy Sports & Outdoors; Big 5 Sporting Goods; Boot Barn; The Buckle; Caleres; Citi Trends; The Container Store; Designer Brands; Genesco; Haverty Furniture; Hibbett Sports; LL Flooring; Sally Beauty; Shoe Carnival; Zumiez |
Related‑Party Transactions & Risk Indicators
- Related‑party transactions: Audit Committee oversees; no transactions requiring disclosure since January 29, 2023 were noted beyond items in proxy; none involving McBee .
- Clawback: Company maintains Dodd‑Frank compliant clawback; awards under the equity plan subject to additional recoupment provisions .
- Section 16 reporting: Officers, directors, and 10% owners timely filed all reports in FY 2024 .
- Hedging/pledging: Prohibited for directors and employees .
- Legal/investigations: No director‑specific proceedings disclosed; routine forward‑looking statement risk factors referenced to Form 10‑K .
RED FLAGS: None identified specific to McBee in proxy disclosures (no related‑party transactions, hedging/pledging prohibited, independent status, strong attendance). Continued monitoring recommended for board engagement and any future interlocks or related‑party exposure .
Governance Assessment
- Strengths: Independent Chair with relevant operational and technology background; clear separation of Chair/CEO roles; strong board attendance; independent committees; robust insider trading and anti‑hedging/pledging policies; director ownership guidelines; say‑on‑pay improvement with enhanced performance alignment in executive pay .
- Engagement: As Chair, McBee communicated board resizing to align costs and support profitability strategy—signal of active oversight and expense discipline .
- Watch items: Ongoing oversight of compensation alignment and board composition amid declassification; monitor director equity holdings against guidelines and any future related‑party transactions disclosures .