Kevin Maxwell
SMITH & WESSON BRANDSAbout Kevin Maxwell
Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary at Smith & Wesson Brands, Inc. (SWBI); named NEO and serving since November 8, 2021 . Fiscal 2025 annual cash bonus paid was 0.0% of target due to not meeting the Adjusted EBITDAS threshold; fiscal 2024 bonus paid was 70.6% of target on Net Sales and Adjusted EBITDAS metrics . Long-term incentives include RSUs vesting 25% annually and PSUs that vest after ~3 years based on Adjusted EBITDAS growth with a relative TSR modifier or rTSR vs RUT depending on grant year . Beneficial ownership as of July 25, 2025: 28,742 shares (<1%); hedging and pledging of company stock are prohibited; executives must meet stock ownership guidelines (other executive officers: 2x base salary or 26,000 shares) within five years, which Maxwell’s 28,742 shares meet by share count .
Past Roles
| Organization | Role | Dates | Strategic Impact |
|---|---|---|---|
| Smith & Wesson Brands, Inc. | Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | Nov 8, 2021–present | Significant contributions to HQ relocation recognized via FY2024 special bonus |
External Roles
No public company directorships or external board roles disclosed in the proxy statements reviewed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Annualized Target Bonus ($) | Actual Bonus Paid ($) | Actual Bonus as % of Target |
|---|---|---|---|---|---|
| FY2022 | 340,000 | 65% | 221,000 | 97,662 | 28.7% |
| FY2024 | 361,000 | 65% | 234,650 | 165,726 | 70.6% |
| FY2025 | 415,000 | 65% | 269,750 | — | 0.0% |
FY2025 base salaries: Maxwell increased 15.0% YoY to $415,000; no base salary increases planned for FY2026 .
Performance Compensation
Annual Performance-Based Cash Incentives
| Year | Metric | Target (000s) | Threshold (000s) | Actual (for comp) | Payout Rule / Outcome |
|---|---|---|---|---|---|
| FY2024 | Net Sales | 580,436 | n/a | $535.8M | Contributed to 70.6% payout of target |
| FY2024 | Adjusted EBITDAS | 111,989 | 95,191 (85% of target) | $101.3M | Contributed to 70.6% payout of target |
| FY2025 | Net Sales | 570,226 | n/a | $474.7M | No bonus paid because Adjusted EBITDAS below threshold |
| FY2025 | Adjusted EBITDAS | 102,002 | 86,702 (85% of target) | $67.3M | No bonus paid; threshold not met |
Adjusted EBITDAS definition includes add-backs and specified nonrecurring items per Compensation Committee determinations; see detailed exclusions in the proxy .
Long-Term Equity Incentives — PSUs
| Grant Date | Metric | Threshold (#) | Target (#) | Maximum (#) | Vesting | Max Payout Cap |
|---|---|---|---|---|---|---|
| 5/1/2024 | Relative TSR vs RUT | 7,070 | 17,675 | 38,885 | ~3-year performance period | 600% of grant date value (dollar cap) |
| 5/1/2023 | Adjusted EBITDAS Growth with +/-10% rTSR modifier (primary metric) | n/a | n/a | Reported unearned 41,692 as of 4/30/2025 | ~3-year performance period | 600% of grant date value cap |
| 5/2/2022 | Adjusted EBITDAS Growth with rTSR modifier | n/a | n/a | Reported unearned 26,646 as of 4/30/2025 | ~3-year performance period | 600% of grant date value cap |
Change-in-control estimates based on performance through April 30, 2025 indicate no PSU shares would accelerate for FY2023–FY2025 grants .
Long-Term Equity Incentives — RSUs
| Grant Date | RSUs (#) | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|
| 11/8/2021 | 16,241 | One-fourth on each of the first four anniversaries | Included in FY2022 stock awards total; specific grant FV not separately disclosed |
| 5/1/2023 | 10,423 | One-fourth on each of the first four anniversaries | n/a |
| 5/1/2024 | 17,676 | One-fourth on each of the first four anniversaries | 299,962 |
Equity Ownership & Alignment
Beneficial Ownership (as of July 25, 2025)
| Name | Shares Beneficially Owned | Percent of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Kevin A. Maxwell | 28,742 | <1% | 44,310,374 |
- Stock ownership guidelines: Other executive officers must hold at least 2× base salary or 26,000 shares/share equivalents within five years; measurement includes directly owned shares and vested/deliverable RSUs/PSUs; failure may affect eligibility for stock-based compensation . With 28,742 shares, Maxwell meets the 26,000-share guideline threshold by share count .
- Hedging/derivatives trading and pledging/margining of company stock are prohibited for directors and officers .
Outstanding Equity Awards (as of April 30, 2025)
| Award Type | Grant Date | Not Vested / Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|
| RSUs not vested | 11/8/2021 | 4,060 | 38,692 |
| RSUs not vested | 5/2/2022 | 4,441 | 42,323 |
| PSUs unearned | 5/2/2022 | 26,646 | 253,936 |
| RSUs not vested | 5/1/2023 | 10,423 | 99,331 |
| PSUs unearned | 5/1/2023 | 41,692 | 397,325 |
| RSUs not vested | 5/1/2024 | 17,676 | 168,452 |
| PSUs unearned | 5/1/2024 | 38,885 | 370,574 |
RSUs typically vest one-fourth annually on May 1 following each anniversary; PSUs vest based on performance at ~3 years; maximum delivered shares are subject to a 600% of grant date value cap .
Perquisites and Other Compensation (FY2025)
- Car allowance: $10,800; profit sharing: $20,296; dividends paid on delivered shares: $4,568; disability insurance reimbursement: $1,296; other: $151 (federal firearm license fees) .
Employment Terms
Severance and Change-of-Control Economics (Maxwell)
| Scenario | Cash Severance | Bonus Component | Equity Awards | Health & Welfare Benefits |
|---|---|---|---|---|
| Termination not for cause (no CoC) | 207,500 (6 months’ salary continuation) (8) | — (pro-rata bonus for year of termination applies generally to NEOs) (2) | — | 14,886 (COBRA reimbursement; 26/52 weeks per policy) (11) |
| Termination not for cause or upon resignation – Change of Control (double trigger) | 415,000 (12 months’ salary continuation) (9) | 145,363 (average of prior two years’ bonus) (10) | 348,798 (accelerated vesting of applicable RSUs/PSUs, calculated on actual performance through 4/30/2025; estimates showed no PSU acceleration for FY2023–FY2025 grants) (5) | 29,772 (COBRA reimbursement) (11) |
- Double trigger acceleration in CoC; no tax gross-ups for severance or change-in-control payments per policy .
- Clawback policy compliant with Nasdaq; recovery of erroneously awarded compensation upon required restatement .
Performance & Track Record — Compensation History
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| FY2022 | 163,462 | 50,000 | 349,994 | 97,662 | 7,362 | 668,480 |
| FY2023 | 350,000 | — | 319,100 | — | 16,167 | 685,267 |
| FY2024 | 361,000 | 125,000 | 419,499 | 165,726 | 55,124 | 1,126,349 |
| FY2025 | 415,000 | — | 574,278 | — | 37,111 | 1,026,389 |
FY2024 special one-time relocation bonus: $125,000 .
Compensation Governance and Shareholder Feedback
- Program includes clawback, stock ownership guidelines, hedging/derivatives prohibitions, annual say-on-pay, independent consultant, double-trigger CoC vesting, and no tax gross-ups .
- Say-on-pay support: 95% (2022), 97% (2023), 95% (2024) .
Investment Implications
- Cash incentive sensitivity: FY2025 zero bonus payout underscores direct linkage to Adjusted EBITDAS thresholds; downside protection limits discretionary payouts in weak years .
- Near-term equity delivery cadence: Significant RSUs from 2023 and 2024 grants vest 25% annually over four years, creating predictable delivery windows that can coincide with insider selling windows; PSUs remain performance-contingent and capped by dollar value, limiting excessive upside dilution .
- Alignment and risk controls: Ownership guidelines (met by share count), hedging/pledging prohibitions, and clawback policy support alignment and reduce adverse trading/retention risks; CoC terms are double-trigger with defined salary continuation and measured equity acceleration .
- Pay-mix evolution: FY2025 increased base salary (15% YoY), no annual cash incentive payout, and ongoing equity grants suggest a balanced mix with higher fixed retention value offset by at-risk long-term PSUs sensitive to EBITDAS and rTSR .