Mark Smith
SMITH & WESSON BRANDSAbout Mark P. Smith
Mark P. Smith, 49, is President and CEO of Smith & Wesson Brands, Inc. and has served as a director since 2020; he joined the company in 2010 and is not an independent director . The Board has a non-executive Chairman and six of seven nominees are independent, with all committees composed of independent directors, which mitigates dual-role governance risk given Smith’s executive-director status . Pay-versus-performance disclosures show cumulative TSR value of a $100 investment of $149 in 2025 (vs. $244 in 2024, $167 in 2023, $183 in 2022, $229 in 2021), Net Income of $13.4 million in 2025 (vs. $39.6m in 2024), and Adjusted EBITDAS of $67.3 million in 2025 (vs. $94.3m in 2024), framing the recent performance context for incentive outcomes .
| Performance Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| TSR – Value of $100 Investment ($) | $229 | $183 | $167 | $244 | $149 |
| Net Income ($000s) | $252,049 | $194,494 | $36,876 | $39,609 | $13,425 |
| Adjusted EBITDAS ($mm) | $366.6 | $299.6 | $95.2 | $94.3 | $67.3 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smith & Wesson Brands, Inc. | President & CEO; Director (not independent) | 2020–present | Executive leadership and board oversight during a volatile industry period . |
| Smith & Wesson Brands, Inc. | Co-President & Co-CEO | Jan–Aug 2020 | Transition leadership before assuming sole CEO role . |
| Smith & Wesson Brands, Inc. | President, Manufacturing Services | 2016–2020 | Operations leadership across manufacturing footprint . |
| Smith & Wesson Brands, Inc. | VP, Manufacturing & Supply Chain Mgmt | 2011–2016 | Scaling production and supply chain capabilities . |
| Smith & Wesson Brands, Inc. | VP, Supply Chain Mgmt | 2010–2011 | Supply chain optimization . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alvarez & Marsal Business Consulting, LLC | Director, Supply Chain Solutions | 2007–2010 | Consulting-led performance improvement experience . |
| Ecolab, Inc. | Various roles | 2001–2007 | Operations and process experience in a blue-chip environment . |
| Bell Aromatics | Production Supervisor | 1999–2001 | Early production leadership . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $721,000 | $743,000 | $850,000 |
| Bonus ($) | — | $200,000 (Relocation recognition) | — |
| Non-Equity Incentive Plan Compensation ($) | — | $524,758 | — (missed threshold) |
| All Other Compensation ($) | $81,849 | $105,905 | $183,781 |
| Total ($) | $2,305,721 | $3,646,527 | $3,713,833 |
| CEO Pay Ratio | — | — | 65:1 |
Notes: FY25 base salary rose 14.4% to $850,000 as part of a broader market and retention review; FY26 salaries were held flat . Executives received no FY25 annual cash bonus due to failing the Adjusted EBITDAS threshold .
Performance Compensation
Annual Cash Incentive (FY 2025)
| Metric | Weight | Target | Threshold | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Net Sales | 40% | $570.226m | — | 115% of target (200% payout) | $474.7m | 0% (failed EBITDAS threshold) |
| Adjusted EBITDAS | 60% | $102.002m | $86.702m (85% of target) | 115% of target (200% payout) | $67.3m | 0% (below threshold) |
| CEO Target Bonus | 100% of base salary | — | — | Cap 200% of target | — | 0% |
Definition of Adjusted EBITDAS and enumerated exclusions (e.g., relocation, activism costs) per plan policy .
Long-Term Equity (FY 2025 design and Smith’s grants)
- Mix: 50% RSUs (time-based, 4-year, 25% per year), 50% PSUs (3-year performance) .
- PSU metric: Adjusted EBITDAS Growth for each of three successive one-year periods with targets set at 5% growth from prior year; rTSR modifier ±10% .
- FY2025 Payout Scale (per one-year period): >10% = 200%; 5% = 100%; 1% = 50%; <1% = 0% .
| Grant Type | Grant Date | Shares/Units | Vesting/Performance | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSU | 5/1/2024 | 82,489 | 25% on each of 1st–4th anniversaries | $1,399,838 |
| PSU (Threshold/Target/Max) | 5/1/2024 | 32,995 / 82,488 / 181,474 | 3-year performance; Adjusted EBITDAS Growth + rTSR modifier | $1,280,214 |
Historical note: No stock options have been granted since 2013 .
Equity Ownership & Alignment
- Beneficial ownership: 250,873 shares; <1% of outstanding (44,310,374 shares as of 7/25/2025) .
- Ownership guidelines (CEO): 3x base salary or 161,000 shares; five-year compliance period .
- Status: Smith’s 250,873 shares exceed the 161,000-share guideline threshold .
- Hedging/pledging: Company prohibits derivatives, hedging, and pledging/margining of company stock by directors and officers .
Outstanding equity as of 4/30/2025:
| Award Type | Grant Date | Unvested/Unearned Shares | Market/Payout Value |
|---|---|---|---|
| RSU | 4/6/2020 | 10,846 | $103,362 |
| RSU | 5/3/2021 | 6,963 | $66,357 |
| RSU | 5/2/2022 | 20,916 | $199,329 |
| RSU | 5/1/2023 | 51,504 | $490,833 |
| RSU | 5/1/2024 | 82,489 | $786,120 |
| PSU (RUT or EBITDAS-based, by grant year) | 5/2/2022 | 125,500 unearned | $1,196,015 |
| PSU | 5/1/2023 | 206,016 unearned | $1,963,332 |
| PSU | 5/1/2024 | 181,474 unearned | $1,729,447 |
Policy backstops: Clawback policy aligned with Nasdaq rules; recovery of erroneously awarded compensation in restatement scenarios; no 280G/4999 tax gross-ups; ownership and retention requirements enforced .
Employment Terms
- Agreement: Employment agreement dated April 4, 2020; amended and restated June 16, 2025 .
- Benefits: Eligible for annual cash bonus at Board discretion; annual/periodic stock awards; car allowance $1,500/month; standard executive benefits .
- Termination without cause: 18 months base salary; pro-rata earned bonus; 18 months car allowance; 18 months medical coverage or COBRA reimbursement; pro-rata vesting of awards scheduled to vest in year of termination .
- Change in control (double trigger): If terminated or resigns for qualifying good reason within two years of a change in control, receives 24 months base salary, lump sum equal to 2x target bonus, 24 months car allowance, 24 months medical or COBRA reimbursement; all unvested equity vests upon qualifying termination .
Illustrative potential payments (as of 4/30/2025):
| Scenario | Cash Severance | Bonus | Equity Acceleration | Health & Welfare | Other (Car Allowance) |
|---|---|---|---|---|---|
| Not for Cause (No CoC) | $1,275,000 | Pro-rata current-year bonus (if earned) | $524,092 (pro-rata portion) | $45,692 | $27,000 |
| CoC + Termination/Resignation | $1,275,000 | $543,569 (formula per plan) | $1,646,003 | $45,692 | $27,000 |
Board Governance (Director Service, Committees, Independence)
- Director since 2020; not independent; no committee memberships .
- Board structure: Non-executive Chairman; 6 of 7 nominees independent; all committees independent .
- Director compensation: Smith receives no additional compensation for board service .
Director/External Roles
- Other public company boards: None currently and none within last five years .
Compensation Structure Analysis
- FY25 design tightened pay-for-performance: 100% of annual bonus goals tied to Net Sales and Adjusted EBITDAS, with EBITDAS serving as a threshold; bonus paid 0% due to missing the threshold .
- LTI mix shifted from 40% RSUs/60% PSUs to 50%/50% to better match market and enhance retention quality; PSU metric changed from rTSR to Adjusted EBITDAS Growth with a ±10% rTSR modifier .
- Governance features: Clawback; prohibition on hedging/pledging; double-trigger vesting on CoC; no 280G/4999 tax gross-ups; strong historical say-on-pay support (95% in 2024; 95% in 2022; 97% in 2023) .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support |
|---|---|
| 2022 | 95% |
| 2023 | 97% |
| 2024 | 95% |
Performance Compensation – Detailed FY2025 Plan Mechanics
| Element | Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Bonus | Net Sales | 40% | $570.226m | $474.7m | 0% | Paid after FY (none for FY25) |
| Annual Bonus | Adjusted EBITDAS | 60% | $102.002m; Threshold $86.702m | $67.3m | 0% | Paid after FY (none for FY25) |
| PSUs (FY25 grant) | Adjusted EBITDAS Growth; rTSR modifier | 50% of LTI value | 5% growth each year over 3 years | Determined over FY25–FY27 | 0–200%/yr; ±10% rTSR modifier | Cliff vest at end of 3-year period |
| RSUs (FY25 grant) | Time-based | 50% of LTI value | — | — | — | 25% per year over 4 years |
Equity Grant History Snapshot (FY2025 Grants of Plan-Based Awards)
| Grant Date | RSUs (#) | PSUs Target (#) | PSUs Threshold/Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 5/1/2024 | 82,489 | 82,488 | 32,995 / 181,474 | $1,399,838 (RSUs); $1,280,214 (PSUs) |
Employment Contract Economics and Protections
- Car allowance of $1,500/month; other standard executive benefits .
- No formal policy timing grants to material nonpublic information; no options granted since 2013 .
- Related-party transactions: none in FY2025; indemnification agreements in place .
Investment Implications
- Incentive alignment: FY25 zero annual bonus confirms a tight pay-for-performance linkage (EBITDAS threshold), and PSUs now tied to operating performance (Adjusted EBITDAS Growth) with a limited rTSR modifier, increasing line-of-sight but potentially lowering upside versus pure rTSR—supportive of fundamentals-driven execution .
- Retention vs. performance mix: The shift to 50% RSUs increases retention value and predictability of realized pay; however, greater time-based equity introduces some performance dilution risk if fundamentals remain pressured .
- Insider selling pressure: Significant scheduled RSU vesting each May 1 (FY2025–FY2028) may create periodic liquidity events, though hedging/pledging is prohibited, reducing levered selling risk; PSU outcomes depend on multi-year EBITDAS growth .
- Change-in-control posture: Double-trigger acceleration and two years’ salary plus 2x target bonus upon qualifying termination may align the CEO with shareholder value realization in a strategic transaction, while providing robust retention outside a CoC .
- Governance and shareholder sentiment: Independent board leadership, strong say-on-pay support, a Nasdaq-aligned clawback, and no excise-tax gross-ups suggest low governance risk; ownership at 250,873 shares exceeds the share-count guideline threshold, reinforcing alignment .