Denis Suggs
SMITH & WESSON BRANDSAbout Denis G. Suggs
Independent director at Smith & Wesson Brands, Inc. since 2021; age 59. Suggs chairs the Nominating & Corporate Governance (NCG) Committee and serves on the Audit Committee. He is CEO of LCP Transportation (since 2020) and previously served as President & CEO of Strategic Materials (2014–2020) with earlier executive roles at Belden, Danaher, and Public Storage. His core credentials include sustainability, manufacturing/operations, and regulated-industry leadership; the Board classifies him as independent under Nasdaq/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LCP Transportation LLC | Chief Executive Officer | 2020–present | Leads in a heavily regulated services sector |
| Strategic Materials, Inc. | President & CEO | 2014–2020 | Sustainability and recycling industry leadership |
| Belden, Inc. | Executive roles | Not disclosed | Manufacturing/operations experience |
| Danaher Corporation | Executive roles | Not disclosed | Manufacturing/operations experience |
| Public Storage Inc. | Executive roles | Not disclosed | Operational leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Patrick Industries | Director | Public company board | Only current public board disclosed within five years |
| Glass Packaging Institute | Director (prior service) | Industry association | Sustainability-focused board experience |
Board Governance
- Committee assignments (FY2025): Chair, NCG Committee; Member, Audit Committee. Audit Committee met 5x; NCG met 4x. All committee members were independent; Audit members (including Suggs) were designated “audit committee financial experts.”
- Independence and attendance: Board determined all nominees except the CEO are independent. In FY2025 the Board met 7x and committees 20x; each director attended ≥75% of aggregate meetings; all directors attended the 2024 Annual Meeting.
- Election results (2025 Annual Meeting): Suggs received 17,320,734 For vs 862,172 Withheld (broker non-votes 12,571,781).
- Risk oversight: NCG oversees governance risks (independence, conflicts, succession). Audit oversees financial reporting, compliance, auditor independence, and cybersecurity; it regularly briefs the Board.
Committee Roles and Meetings (FY2025)
| Committee | Role | FY2025 Meetings | Independence/Notes |
|---|---|---|---|
| Audit | Member | 5 | 4/4 independent; all members designated “audit committee financial experts” |
| Nominating & Corporate Governance | Chair | 4 | 3/3 independent; oversees director nominations, committee composition, governance principles, and Board/management evaluations |
Fixed Compensation (Non-Employee Director – FY2025)
| Component | Program Terms (FY2025) | Suggs FY2025 Amount |
|---|---|---|
| Annual cash retainer | $87,000 per director | Included in total below |
| Committee chair fee (NCG) | $25,000 (NCG Chair) | Included |
| Committee member fee (Audit) | $10,000 (non-chair) | Included |
| Meeting fees | $1,500 per meeting above thresholds (none paid to Suggs in FY2025) | $0 |
| Fees earned or paid in cash (total) | — | $122,000 |
| Stock awards (RSUs) – grant-date fair value | Annual RSU grant sized to ~$120,000 | $119,992 |
| All other compensation | Products, spousal travel, dividends on delivered shares | $4,163 |
| Total compensation | — | $246,155 |
Notes:
- FY2025 program changes: annual retainer increased from $70,000 to $87,000; annual director stock award from $100,000 to $120,000; non-chair committee fees (Audit) to $10,000 and other committees to $7,500, citing unique challenges of firearm company board service.
Performance Compensation (Non-Employee Director Equity)
| Equity Type | FY2025 Grant Size | Vesting/Terms | Performance Link | Other Features |
|---|---|---|---|---|
| RSUs (annual grant) | 9,111 shares | Vests 1/12 monthly after grant | None (time-based only) | Dividend equivalents granted to directors; pay only upon vesting (no payout if unvested) |
| Options | 0 | — | — | No stock options outstanding for directors as of 4/30/2025 |
Other Directorships & Interlocks
| Company | Role | Overlapping/Related-Party Links with SWBI |
|---|---|---|
| Patrick Industries | Director | None disclosed in SWBI related-party section; Audit Committee reviews/approves related-party transactions; no such transactions in FY2025. |
Expertise & Qualifications
- Sustainability: Led a major recycler (Strategic Materials) and served on Glass Packaging Institute board.
- Manufacturing/Operations: Senior operating roles at Belden and Danaher.
- Regulated industries/government: CEO of LCP Transportation in a highly regulated sector; leadership serving regulated sectors like aerospace/defense.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes (Vested/Unvested, etc.) |
|---|---|---|---|
| Denis G. Suggs | 35,604 | <1% | Includes 9,111 RSUs that have or will have vested and are deliverable within 60 days of 7/25/2025. |
| Undelivered vested RSUs (as of 4/30/2025) | 5,314 | — | Directors had undelivered vested RSUs as shown; Suggs had 5,314. |
Ownership alignment and policies:
- Director ownership guideline: lesser of 3x cash retainer or 21,000 shares; five years to comply. Based on 35,604 beneficial shares, Suggs meets the 21,000-share guideline.
- Hedging/pledging: Company policy prohibits director/officer derivatives trading/hedging and pledging/margining of common stock.
Governance Assessment
-
Strengths
- Independent director; chairs NCG and sits on Audit (designated audit committee financial expert), enhancing governance and financial oversight capacity.
- Solid engagement/attendance: each director ≥75% attendance in FY2025; all attended 2024 Annual Meeting.
- No related-party transactions in FY2025; Audit Committee oversees any such transactions under a formal policy.
- Ownership alignment: meets director stock ownership guideline; no options outstanding; hedging/pledging prohibited.
- Say-on-Pay support historically high (95% in 2022, 97% in 2023, 95% in 2024), signaling broad investor confidence in compensation governance.
-
Watch items / signals to monitor
- 2025 director election support: Suggs received 17,320,734 For vs 862,172 Withheld; while elected, his “withheld” votes were higher than some peers—monitor future cycles for any trend in investor sentiment.
- Director pay increases in FY2025 (cash and equity) were above prior levels given industry-specific challenges; continue to assess market alignment and workload justification.
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2022 | 95% |
| 2023 | 97% |
| 2024 | 95% |
| 2025 | Approved (votes For 16,458,436; Against 1,501,908; Abstain 222,562) |
Related-Party and Policy Safeguards
- Related-party transactions: None in FY2025; policy requires disinterested director review/approval; Audit Committee monitors.
- Clawback: Company maintains a compensation recovery policy.
- Insider trading policy: Covers directors; filed as an exhibit to Form 10-K.
Additional Reference Data
Director Election (2025) – Vote Detail
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Denis G. Suggs | 17,320,734 | 862,172 | 12,571,781 |
FY2025 Director Compensation Program (for context)
| Role/Element | Amount |
|---|---|
| Annual cash retainer (director) | $87,000 |
| Chair, Audit/Comp/NCG/Sustainability | $25,000 (each) |
| Non-chair Audit member | $10,000 |
| Non-chair other committee member | $7,500 |
| Annual RSU grant (approx. value) | $120,000; 9,111 shares; vests 1/12 monthly |
Summary: Suggs is an independent, governance-focused director with chair responsibility for NCG and audit oversight credentials, strong ownership alignment, and no disclosed conflicts. 2025 vote results warrant routine monitoring, but broader compensation votes remain supportive, and policy frameworks (related-party, hedging/pledging prohibitions, clawback) mitigate governance risk.