Barry Monheit
SMITH & WESSON BRANDSAbout Barry M. Monheit
Independent director at Smith & Wesson Brands, Inc. since 2004; age 78. Former Chairman of SWBI’s Board until the 2020 spin-off of American Outdoor Brands; currently serves as Chair of SWBI’s Compensation Committee and member of its Nominations & Corporate Governance (NCG) Committee. Background includes senior leadership in consulting and restructuring (FTI Consulting, Arthur Andersen, J.S. Held) and a prior public-company CEO role (Quest Resource Holding Corp.) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith & Wesson Brands, Inc. | Chairman of the Board | 2004–Aug 24, 2020 | Led Board through separation of outdoor products business |
| J.S. Held, LLC | Senior Managing Director | 2020–Jul 2023 | Forensic accounting, investigations, restructuring |
| Quest Resource Holding Corp. | President & CEO; Director | President & CEO 2014–2015; Director 2011–2019 | Environmental solutions; public company leadership experience |
| FTI Palladium Partners (FTI Consulting) | Senior Managing Director | 2009–2010 | Financial consulting/divisional leadership |
| FTI Consulting, Inc. | President, Financial Consulting Division | 1999–2001 (assoc. 1992–2005) | Division head; restructuring expertise |
| Arthur Andersen & Co. | Partner; Partner-in-charge (NY Consulting; U.S. Bankruptcy & Reorg) | 1988–1992 | Led consulting and bankruptcy practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Outdoor Brands, Inc. (AOUT) | Chairman of the Board | Since Aug 24, 2020 | Service began at spin-off from SWBI; confirmed as Chairman |
Board Governance
- Independence: SWBI Board determined Monheit is independent under SEC/Nasdaq standards .
- Committees: Compensation Committee Chair; NCG Committee member .
- Committee activity: Compensation (7 meetings in fiscal 2025); NCG (4 meetings in fiscal 2025) .
- Attendance: Board held 7 meetings; each director attended ≥75% of aggregate Board+committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session regularly; committee chairs preside for committee sessions .
- Compensation Committee governance: No interlocks or insider participation in fiscal 2025; independent consultant (Compensia) retained; independence affirmed .
| Governance Item | Fiscal 2025 Detail |
|---|---|
| Independence status | Independent |
| Committees | Compensation (Chair); NCG (Member) |
| Committee meetings attended | Compensation: 7; NCG: 4 (committee meeting counts) |
| Board meetings | 7 total; ≥75% attendance by each director |
| Executive sessions | Regular sessions of independent directors |
Fixed Compensation
| Component | Fiscal 2025 Amount/Policy |
|---|---|
| Annual cash retainer (non-employee directors) | $87,000 |
| Committee chair retainer (Compensation) | $25,000 |
| Committee member retainer (NCG) | $7,500 (non-chair) |
| Per-meeting fee (Compensation Committee) | $1,500 for meetings >6 per year; Monheit received $1,500 for attending 7 Compensation Committee meetings |
| Director cash compensation (Monheit – Fees Earned) | $121,000 |
| All other compensation (Monheit) | $6,913 |
| Director Compensation (Fiscal 2025) | Cash Fees | Stock Awards (Grant-Date FV) | All Other | Total |
|---|---|---|---|---|
| Barry M. Monheit | $121,000 | $119,992 | $6,913 | $247,905 |
Compensation program changes approved for fiscal 2025 increased director cash retainer from $70,000 to $87,000 and annual stock award value from $100,000 to $120,000, with higher chair/member retainers reflecting governance demands of a firearm company board .
Performance Compensation
- Equity structure: Annual RSU award; no option awards; no performance-based director equity (director RSUs are time-based) .
- Fiscal 2025 grant: 9,111 RSUs to each non-employee director; vest one-twelfth monthly after grant .
| Equity Award (Director) | Grant Size | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (Annual) | 9,111 shares | 1/12 monthly | Not applicable for directors (time-based) |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| American Outdoor Brands, Inc. | Chairman | Former SWBI segment spun-off; SWBI disclosed no related-party transactions in fiscal 2025 |
- Compensation Committee Interlocks: None in fiscal 2025 (no SWBI executive served on another company board/comp committee with a SWBI director) .
Expertise & Qualifications
- Executive leadership and restructuring expertise (CEO, division president; Arthur Andersen bankruptcy/reorganization lead) .
- Public-company board experience (AOUT, SWBI) .
- Financial and governance experience through senior consulting roles .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of July 25, 2025) | 107,480 shares; <1% of outstanding |
| Shares outstanding basis for calculation | 44,310,374 shares |
| Included RSUs deliverable within 60 days | 9,111 shares |
| Vested RSUs deferred until retirement from Board | 3,000 shares |
| Ownership guideline (directors) | 3x cash retainer or 21,000 shares/equivalents |
- Ownership guideline compliance: Based on 107,480 beneficial shares, Monheit exceeds the 21,000-share director guideline threshold .
- Anti-hedging/anti-pledging: SWBI prohibits directors from hedging or pledging/margining company stock; derivative trading by directors is prohibited .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-09-17 | 2025-09-15 | A (Award) | 12,711 | $0.00 | 24,822 | https://www.sec.gov/Archives/edgar/data/1092796/000119312525206354/0001193125-25-206354-index.htm |
| 2024-09-19 | 2024-09-17 | A (Award) | 9,111 | $0.00 | 107,480 | https://www.sec.gov/Archives/edgar/data/1092796/000095017024108173/0000950170-24-108173-index.htm |
| Data source: Insider-trades skill output (Form 4 records). |
Compensation Committee Analysis
- Consultant: Compensia, Inc. served as independent compensation consultant; independence affirmed under SEC/Nasdaq standards .
- Peer group oversight: Compensia recommended fiscal 2025 peer group focused on leisure/consumer sporting products with revenue $260M–$1B and market cap $204M–$1.8B; includes Sturm, Ruger & Co. and 17 others; peer set was refreshed with five additions and six removals/reference peer .
- Program features (risk mitigants): Clawback policy aligned with Nasdaq rules; double-trigger vesting on change-in-control; no tax gross-ups; stock ownership guidelines; derivatives/hedging prohibited .
Say-On-Pay & Shareholder Feedback
- 2025 Annual Meeting (Sept 15, 2025): Say-on-pay approved (For: 16,458,436; Against: 1,501,908; Abstain: 222,562) .
- Recent support history: 2022: 95%; 2023: 97%; 2024: 95% (votes cast in favor) .
- Stockholder engagement: Meetings held with large holders in 2024–2025 to discuss governance initiatives and disclosures .
Governance Assessment
- Strengths: Independent committee leadership; active Compensation and NCG participation; robust anti-hedging/pledging and clawback policies; strong say-on-pay support; no related-party transactions or committee interlocks disclosed in fiscal 2025 .
- Alignment: Significant personal share ownership (107,480) exceeding director guideline thresholds; ongoing annual RSU grants with straightforward, time-based vesting .
- Engagement signals: Extra per-meeting fee indicates active Compensation Committee workload (7 meetings) and participation by Monheit .
- Potential watch items: Long tenure (director since 2004) warrants continued Board refreshment attention, though SWBI highlights >70% of nominees joined since 2018 . No red flags observed related to hedging/pledging, related-party transactions, or compensation interlocks in fiscal 2025 .