Deana McPherson
Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary at 
SMITH & WESSON BRANDS
SMITH & WESSON BRANDSExecutive
About Deana McPherson
Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary of Smith & Wesson Brands, Inc. since 2020; previously served as VP/Chief Accounting Officer and Corporate Controller at SWBI (2007–2020) and earlier finance roles at Wood Group PLC, FiberMark DSI, and Deloitte; she is a Certified Public Accountant registered in Massachusetts . Fiscal 2025 company performance used for pay metrics: Net Sales $474.7 million and Adjusted EBITDAS $67.3 million versus targets, resulting in zero annual bonus payouts to NEOs . Pay-versus-performance disclosure shows FY2025 TSR value of an initial $100 investment at $149 (peer group $107), net income $13.425 million, and Adjusted EBITDAS $67.3 million, evidencing alignment of incentives to operational outcomes . Governance features linked to compensation include a clawback policy, stock ownership guidelines, prohibition on hedging/pledging, and double-trigger change-in-control vesting; no tax gross-ups .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smith & Wesson Brands, Inc. | EVP, CFO, Treasurer, Assistant Secretary | 2020–present | Principal financial and accounting officer; certifies SEC filings; drives capital allocation and performance-linked pay programs |
| Smith & Wesson Brands, Inc. | VP, Chief Accounting Officer, Corporate Controller, Assistant Treasurer | 2017–2020 | Led controllership and reporting; prepared for CFO transition |
| Smith & Wesson Brands, Inc. | VP, Corporate Controller, Assistant Treasurer | 2009–2017 | Consolidation, controls, and SEC reporting |
| Smith & Wesson Brands, Inc. | Corporate Controller | 2007–2009 | Established accounting policies and financial controls |
| Wood Group PLC | VP Finance, Heavy Industrial Turbines division | 2001–2007 | Division-level finance leadership at a $5B services company |
| FiberMark DSI, Inc. | Accounting Manager | 1995–2001 | Operational accounting in specialty materials |
| Deloitte & Touche LLP | Auditor | 1992–1995 | Assurance and GAAP rigor; CPA foundation |
External Roles
- No public-company directorships disclosed in SWBI’s 10-K/DEF 14A biography; credential: Certified Public Accountant (Massachusetts) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $412,000 | $424,000 | $475,000 |
| Target Bonus (% of Base) | Not disclosed (program existed) | 75% (NEO program) | 75% |
| Non-Equity Incentive Paid ($) | $0 | $224,594 | $0 |
| Discretionary/Other Bonus ($) | $0 | $125,000 (Relocation recognition) | $0 |
| All Other Compensation ($) | $60,501 | $140,725 | $238,728 |
| Total Compensation ($) | $935,703 | $1,555,919 | $1,527,295 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Net Sales (cash bonus) | 40% | $570,226k | $474.7m | 0% (threshold gating via EBITDAS) | Annual plan; formulaic payout subject to EBITDAS threshold |
| Adjusted EBITDAS (cash bonus) | 60% | $102,002k; threshold $86,702k | $67.3m | 0% (below threshold) | Annual plan; failure of threshold eliminated bonus |
| RSUs (equity) | 50% of LTI grant value | 25,041 units (5/1/2024 grant) | N/A | Time-based | Vest 25% on each of 1st–4th anniversaries of grant |
| PSUs (equity) | 50% of LTI grant value | Threshold 10,016; Target 25,040; Max 55,088 units (5/1/2024 grant) | Ongoing | Performance-based | 3-year performance; primary metric Adjusted EBITDAS Growth with +/-10% rTSR modifier; payout scale: >10%→200%, 5%→100%, 1%→50%, <1%→0% |
FY2025 Equity Grants and Values
| Grant Type | Grant Date | Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSUs | 5/1/2024 | 25,041 | $424,946 |
| PSUs (Threshold/Target/Max) | 5/1/2024 | 10,016 / 25,040 / 55,088 | $388,621 (PSUs grant FV) |
2022 PSU tranche paid 0 due to underperformance vs RUT over the three-year period (company market cap -29.9% vs RUT +15.2%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 59,955 shares; <1% of outstanding |
| Shares Outstanding (record date) | 44,310,374 (July 25, 2025) |
| Stock Ownership Guideline (CFO) | 2x base salary or 34,000 shares; 5 years to comply |
| Hedging/Pledging Policy | Directors and officers prohibited from derivatives/hedging and pledging/margining company stock |
| Outstanding RSUs (Not Vested) | 3,877 (2020); 2,142 (2021); 6,446 (2022); 15,942 (2023); 25,041 (2024) |
| Outstanding PSUs (Unearned) | 38,680 (2022); 63,766 (2023); 55,088 (2024) |
| Shares Acquired on Vesting (FY2025) | 14,686; value realized $248,463 |
| Options | None disclosed outstanding in NEO table; company has not granted options since 2013 |
Employment Terms
| Trigger | Cash Severance | Bonus Treatment | Equity Treatment | Health Benefits | Notes |
|---|---|---|---|---|---|
| Termination not for cause / good reason (no change in control) | $237,500 (≈6 months base) | Pro-rata current-year bonus if earned | None; pro-rata vesting not specified for CFO | $10,728 COBRA reimbursement (26–52 weeks per plan) | Executive Severance Plan participant |
| Termination not for cause / resignation (change in control) | $475,000 (≈12 months base) | Lump sum equal to average of prior two FY bonuses: $174,797 | Accelerated vesting value estimate $472,412 (based on actual performance through 4/30/2025; PSU acceleration estimated at 0) | $21,456 COBRA reimbursement | Double-trigger vesting policy (companywide) |
| Voluntary termination / death / disability | Not disclosed for CFO | Not disclosed for CFO | Not disclosed for CFO | Not disclosed | CEO-specific terms separate; CFO under plan |
Additional governance and pay safeguards: clawback policy aligned with Nasdaq rules; no tax gross-ups for severance/change-in-control; derivatives/hedging and pledging prohibited .
Performance & Track Record
| Measure | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Sales ($USD Millions) | Not disclosed here | $535.8 | $474.7 |
| Adjusted EBITDAS ($USD Millions) | $95.2 | $96.6 | $67.3 |
| Net Income ($USD Millions) | $36.876 | $39.609 | $13.425 |
| TSR – $100 Initial Investment (Company) | $167 | $244 | $149 |
| TSR – $100 Initial Investment (Peer Group) | $142 | $136 | $107 |
- Say-on-pay approval: 95% (2024), 97% (2023), 95% (2022) .
- Auditor noted adverse opinion on internal control over financial reporting as of April 30, 2025 (internal control effectiveness), elevating CFO oversight stakes; financial statements received clean opinion for FY2025 .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 LTI shifted from 40% RSU/60% PSU to 50%/50%, enhancing retention weight while maintaining performance linkage .
- At-risk pay discipline: Annual bonus paid 0% for FY2025 given failure to meet Adjusted EBITDAS threshold; PSUs from FY2022 paid 0 due to underperformance vs RUT, reinforcing pay-for-performance .
- Performance metric evolution: PSUs now anchored to Adjusted EBITDAS Growth with rTSR modifier, reducing volatility reliance and tying awards to operating execution .
- Governance safeguards: double-trigger CIC vesting, clawback policy, no tax gross-ups; hedging/pledging prohibited .
- Discretionary awards: FY2024 relocation recognition bonus ($125,000) acknowledges specific strategic initiative execution .
Equity Ownership & Alignment
- Ownership guidelines require CFOs to hold 2x salary or 34,000 shares within five years; beneficial ownership of 59,955 shares (<1%) evidences material alignment; hedging/pledging prohibited .
- Outstanding unvested RSUs/PSUs across multiple grant years maintain retentive and performance-linked alignment (detail above) .
Employment Terms
- Participation in Executive Severance Plan provides 6–12 months base continuation and COBRA reimbursement, plus CIC bonus average and accelerated equity vesting (estimated based on performance to 4/30/2025); double-trigger CIC vesting policy and clawback apply; no tax gross-ups .
Investment Implications
- Strong pay-for-performance architecture: zero annual bonus and zero FY2022 PSU payout underscore discipline; FY2025 PSU metrics tied to Adjusted EBITDAS Growth should align future awards with operational improvement .
- Retention balanced against performance: shift to 50% RSU increases retention value amid industry pressures, but continued PSU linkage and ownership guidelines keep alignment intact .
- Execution risk: material decline in Adjusted EBITDAS and auditor’s adverse ICFR opinion increase scrutiny on financial systems and operating performance under CFO leadership; remediation and EBITDAS recovery are likely levers for future incentive realization .
- Governance posture supportive of shareholders: double-trigger CIC, clawback, no tax gross-ups, and anti-hedging/pledging reduce red-flag risk; sustained high say-on-pay support (95–97%) suggests investor confidence in compensation design .