Michelle Lohmeier
SMITH & WESSON BRANDSAbout Michelle J. Lohmeier
Independent director of Smith & Wesson Brands, Inc. (SWBI); age 62; director since 2023. Former senior advisor to the CEO of Spirit AeroSystems (2019–2021), with prior senior operating roles at Spirit, Raytheon (including VP, Land Warfare Systems), and early career at Hughes Aircraft; extensive aerospace/defense manufacturing background. She serves on SWBI’s Audit, Compensation, and Sustainability Committees and is classified as independent under Nasdaq and SEC rules. The Board has determined all Audit Committee members, including Ms. Lohmeier, are “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit AeroSystems Holdings, Inc. | Senior Advisor to the CEO | 2019–2021 | Advised on strategic and operating matters (aerospace programs) |
| Spirit AeroSystems | SVP & GM, Airbus Programs | Not disclosed | Senior operating leadership in manufacturing |
| Raytheon Company (Raytheon Missile Systems) | VP, Land Warfare Systems; Program Director (SM-6) | Not disclosed | Led design, development, and production implementation of SM‑6 for U.S. Navy |
| Hughes Aircraft Company | System Test Engineer | Began in 1985 | Early engineering career foundation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Mistras Group, Inc. | Director | Current | Other public company board |
| Kaman Corp. | Director | Within last five years | Prior public board (within five years) |
Board Governance
- Independence and roles: Independent director; serves on Audit, Compensation, and Sustainability Committees; not a committee chair. SWBI’s board has 6 of 7 independent nominees and a non-executive Chairman, with all committees composed of independent directors. Audit Committee members (including Ms. Lohmeier) are designated “audit committee financial experts.”
- Committee workload and meetings (FY2025): Audit (5), Compensation (7), Nominating & Corporate Governance (4), Sustainability (4). Ms. Lohmeier serves on Audit, Compensation, Sustainability—indicative of substantial oversight breadth.
- Attendance and engagement: In FY2025, each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting. Independent directors hold regular executive sessions without management.
- Risk oversight: Audit oversees financial reporting, compliance, and cybersecurity; Sustainability discussed the campaign against the firearm industry at each meeting in FY2025; NCG oversees governance risks (independence, conflicts).
- Stockholder signaling: Say‑on‑pay support remained high (2022: 95%, 2023: 97%, 2024: 95%).
Fixed Compensation (Director)
| Component (FY2025 unless noted) | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non‑employee director) | $87,000 | |
| Committee member retainers | Audit (non‑chair): $10,000; Compensation/NCG/Sustainability (non‑chair): $7,500 each | |
| Committee chair retainers (for reference) | $25,000 per committee (Audit/Comp/NCG/Sustainability) | |
| Extra meeting fee | $1,500 per committee meeting above thresholds; paid to Ms. Lohmeier for attending seven Compensation Committee meetings | |
| FY2025 cash actually paid (Ms. Lohmeier) | $109,722 | |
| All other compensation (Ms. Lohmeier) | $15,187 (products provided without cost, spousal travel, dividends on delivered shares) |
Performance Compensation (Director Equity)
| Award | Grant Date/Year | Shares/Value | Vesting/Terms | Source |
|---|---|---|---|---|
| Annual RSU award (standard for non‑employee directors) | FY2025 | 9,111 shares | Vests one‑twelfth monthly | |
| FY2025 stock award grant date fair value (Ms. Lohmeier) | FY2025 | $119,992 | ASC 718 valuation | |
| Dividend equivalents on RSUs | Implemented Sept 2023 for directors and NEOs; pay only upon vest | Accrue; not paid unless/until vest | ||
| Options | None outstanding for directors as of 4/30/2025 | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Mistras Group, Inc. |
| Prior public boards (≤5 years) | Kaman Corp. |
| Interlocks | None disclosed; Compensation Committee Interlocks: none in FY2025 |
Expertise & Qualifications
- Manufacturing and operations leadership across aerospace and defense (Spirit, Raytheon, Hughes).
- Regulated industry/government exposure through aerospace/defense programs.
- Public company board experience (Mistras; prior Kaman).
- Audit literacy: designated audit committee financial expert as an Audit Committee member.
Equity Ownership
| Measure (as of record date 7/25/2025 unless noted) | Amount | Source |
|---|---|---|
| Beneficial ownership (Ms. Lohmeier) | 17,607 shares; includes 9,111 RSUs vesting/deliverable within 60 days per methodology | |
| Vested RSUs undelivered (as of 4/30/2025) | 5,314 units | |
| Stock options | 0 outstanding for directors (as of 4/30/2025) | |
| Director ownership guidelines | Non‑employee directors must hold the lesser of 3x cash retainer or 21,000 shares/equivalents; five years to comply | |
| Hedging/pledging policy | Directors/officers prohibited from derivatives trading/hedging and from pledging/margining company stock | |
| Section 16 compliance | Company believes all directors/officers complied with Section 16(a) in FY2025 |
Governance Assessment
- Strengths
- Independence and breadth: Member of three independent committees; contributes operating, manufacturing, and regulated-industry expertise; Audit Committee financial expert designation enhances financial oversight.
- Engagement and reliability: Met or exceeded attendance threshold; Board holds regular executive sessions; robust risk oversight including cybersecurity and industry‑specific risks.
- Alignment and safeguards: Ongoing RSU grants with monthly vesting and dividend equivalents; robust anti‑hedging/pledging policy; stock ownership guidelines with defined compliance window.
- Shareholder support: Strong say‑on‑pay outcomes (95–97%) signal investor confidence in compensation governance.
- Conflicts oversight: Related‑party transaction policy enforced; no related‑party transactions in FY2025.
- Watch items / potential red flags
- Director pay uplift: FY2025 increases to cash retainer ($70k→$87k), equity grant ($100k→$120k), and committee fees (e.g., Audit member $8k→$10k; others $5k→$7.5k) reflect higher demands/risks of firearm industry service; investors may scrutinize pay-for-risk vs workload.
- Multi‑committee load: Serving on Audit, Compensation, and Sustainability concurrently increases workload; effective time management and continued high attendance remain critical.
Notes on SWBI committee purview (relevant to Ms. Lohmeier’s roles):
- Audit: financial reporting, compliance, cybersecurity, internal/external audit oversight; all members are financial experts.
- Compensation: executive and director pay, incentive/equity plan oversight, independent consultant (Compensia) with independence affirmed by the committee.
- Sustainability: environmental/sustainability risks and opportunities; discussed the campaign against the firearm industry at each FY2025 meeting.