Fred Diaz
SMITH & WESSON BRANDSAbout Fred M. Diaz
Independent director of Smith & Wesson Brands, Inc. since 2021; age 59. Former President, CEO, and Chairman of Mitsubishi Motor North America, with prior executive roles at Nissan North America and a 24‑year career at Chrysler, including President & CEO of the Ram Truck Brand and Chrysler of Mexico. At SWBI, he serves on the Compensation Committee and chairs the Sustainability Committee; current public company directorships include Archer Aviation, SiteOne Landscape Supply, and Valero Energy. Attendance: each director (including Diaz) attended at least 75% of aggregate Board and committee meetings in FY2025.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Mitsubishi Motor North America, Inc. | President, CEO, and Chairman | 2018–2020 | Led U.S. operations leadership transition and turnaround (background as disclosed) |
| Mitsubishi Motors Corporation (Tokyo) | GM, Performance Optimization Global Marketing & Sales | 2017–2018 | Global commercial optimization |
| Nissan North America, Inc. | Executive roles incl. SVP Sales & Marketing & Operations USA | ~4 years (prior to 2017) | U.S. sales/marketing leadership |
| Chrysler LLC | Various executive roles incl. President & CEO, Ram Truck; President & CEO, Chrysler de México | 24 years | Manufacturing and commercial leadership |
External Roles
| Company | Role | Committee Roles (if disclosed) | Notes |
|---|---|---|---|
| Archer Aviation Inc. | Director | Not disclosed in SWBI proxy | Current public company board |
| SiteOne Landscape Supply, Inc. | Director | Not disclosed in SWBI proxy | Current public company board |
| Valero Energy Corporation | Director | Not disclosed in SWBI proxy | Current public company board |
Board Governance
- Independence: Diaz is an independent director; SWBI’s four standing committees are fully independent.
- Committee assignments & chairs (FY2025):
- Compensation Committee: Member; 7 meetings; all members independent; Diaz is a signatory to the Compensation Committee Report.
- Sustainability Committee: Chair; 4 meetings; all members independent.
- Attendance and engagement: Board held 7 meetings; committees held 20 combined; all directors attended ≥75% of their meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet in regular executive sessions; Chair presides at Board sessions; committee chairs preside at committee sessions.
- Over-boarding control: Policy limits directors to no more than three other public boards unless specifically approved; NCG reviews time commitments annually. Diaz serves on three other boards, in line with policy.
Fixed Compensation
| Element (FY2025 unless noted) | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $87,000 | |
| Committee member retainers | Audit $10,000; Compensation $7,500; NCG $7,500; Sustainability $7,500 | |
| Committee chair retainers | Audit $25,000; Compensation $25,000; NCG $25,000; Sustainability $25,000 | |
| Chairman additional retainer | $90,000 | |
| Meeting fees | $1,500 per meeting above thresholds (no such payments in FY2025 to Diaz) | |
| Annual RSU grant (FY2025) | 9,111 RSUs; vests 1/12 monthly after grant | |
| Director compensation—Diaz (FY2025) | Cash fees $119,500; Stock awards $119,992; All Other $16,719; Total $256,211 | |
| “All Other” nature (general) | Company products, spousal travel, dividends on delivered shares (per footnote description) |
YOY program changes (structure, not individual):
| Pay Element | FY2024 | FY2025 | Change |
|---|---|---|---|
| Annual cash retainer | $70,000 | $87,000 | +$17,000 |
| Annual RSU grant value | $100,000 (8,496 RSUs) | $120,000 (9,111 RSUs) | +$20,000 (~+615 RSUs) |
| Non-chair committee member fee (Audit/others) | Audit $8,000; Others $5,000 | Audit $10,000; Others $7,500 | +$2,000; +$2,500 |
| Chairman additional retainer | $62,500 | $90,000 | +$27,500 |
Implication: Director pay shifted higher in both cash and time-vested equity in FY2025, reflecting competitive benchmarking and “unique challenges” of firearm industry board service.
Performance Compensation
| Performance-Linked Elements for Directors | Metrics/Targets | Vesting/Notes |
|---|---|---|
| None disclosed for non-employee directors | N/A | Director RSUs are time-based (monthly vesting), not performance-linked; meeting fees only for excess meetings. |
The Compensation Committee uses an independent consultant (Compensia) and affirmed its independence; director pay was reviewed against the executive peer group.
Other Directorships & Interlocks
- Current public boards: Archer Aviation; SiteOne Landscape Supply; Valero Energy. No Compensation Committee interlocks or insider participation disclosed for FY2025.
- Over-boarding status: Within SWBI policy (≤3 other public boards). NCG annually reviews time commitments.
Expertise & Qualifications
- Executive leadership: Former CEO roles at Mitsubishi Motor North America, Ram Truck Brand, and Chrysler de México.
- Manufacturing/operations: Extensive experience at Chrysler and Mitsubishi.
- Sales & marketing: Former SVP Sales & Marketing & Operations USA at Nissan North America.
- Public company governance: Service on three other public boards enhances governance insight.
Equity Ownership
| Ownership Detail (as of record date July 25, 2025) | Amount | Notes |
|---|---|---|
| Beneficial ownership – Diaz | 35,904 shares | Includes 9,111 RSUs deliverable within 60 days of record date (annual RSU grant), per footnote (3) |
| % of outstanding | <1% | Based on 44,310,374 shares outstanding |
| Director stock ownership guideline | 3x cash retainer or 21,000 shares (or share equivalents); 5 years to comply | Counts directly owned shares and certain vested/deliverable RSUs; failure may impact eligibility for stock-based pay/nomination |
| Compliance assessment | Appears to meet guideline by share-count standard (35,904 ≥ 21,000) | Based on disclosed holdings vs guideline thresholds |
| Hedging/pledging | Prohibited for directors and officers | Also prohibits margining company stock |
Insider transactions (recent):
| Date | Type | Security | Shares | Price | Post-Trans. Holdings/Notes | Source |
|---|---|---|---|---|---|---|
| 2024-09-17 | A (grant) | RSUs | 9,111 | $0 | Time-based vesting; all deliverable on 1-year anniversary; 35,904 shares beneficially owned after | |
| 2021-12-06 | Open market buy | Common | 300 | $17.07 | Aggregate holdings updated on Form 4; later reflected in 2024/2025 totals |
Governance Assessment
-
Strengths
- Independent director with deep manufacturing, sales, and operating experience; chairs Sustainability and serves on Compensation Committee.
- Strong attendance and engagement; Board uses independent consultant; director pay aligned to market with transparent structure.
- No related-party transactions in FY2025; robust hedging/pledging prohibitions; standing executive sessions.
- Stock ownership guideline is clear and Diaz appears compliant by share-count; insider alignment supported by recurring time-vested RSU grants.
- No Compensation Committee interlocks or insider participation reported.
-
Watch items
- Over-boarding at the policy cap (three other public boards); mitigated by NCG annual time-commitment reviews but worth monitoring for workload and potential conflicts.
- Director equity is time-based (not performance-linked); while typical for directors, it provides alignment via ownership rather than performance conditions.
-
Contextual signals
- Say‑on‑pay support has been strong (95% in 2024; 95%/97% prior years), reflecting broader shareholder confidence in compensation governance.
No red flags identified regarding related‑party transactions, hedging/pledging, or committee interlocks in FY2025.