Robert Scott
SMITH & WESSON BRANDSAbout Robert L. Scott
Robert L. Scott, age 79, is an independent director and Non-Executive Chairman of the Board at Smith & Wesson Brands, Inc. (SWBI). He has served on the Board since 1999 and as Chairman since 2020, with current committee memberships on Audit and Nominations & Corporate Governance (NCG) . The Board has determined he is independent under Nasdaq and SEC standards; Audit Committee members, including Scott, are designated “audit committee financial experts” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith & Wesson Brands, Inc. | Chairman of the Board (Non-Executive) | 2020–present | Presides over executive sessions of independent directors |
| Smith & Wesson Brands, Inc. | Consultant | 2004–2006 | Historical advisory relationship; no related-party transactions in FY2025 |
| Smith & Wesson Brands, Inc. (predecessor/affiliate) | President | 1999–2002 | Executive leadership experience |
| Smith & Wesson Corp. (wholly owned subsidiary) | Chairman | 2003 | Oversight of subsidiary operations |
| Smith & Wesson Corp. | President | 2001–2002 | P&L leadership |
| Smith & Wesson Corp. | VP Sales & Marketing; later VP Business Development | 1989–1999 | Commercial leadership and strategic development |
| Berkley & Company | Senior positions | Prior to 1989 | Outdoor industry experience |
| Tasco Sales Inc. | Senior positions | Prior to 1989 | Sales leadership |
| Primos Hunting | Director (prior) | Not disclosed | Industry perspective |
| OPT Holdings | Director (prior) | Not disclosed | Hunting accessories market experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Shooting Sports Foundation (NSSF) | Chairman | Current | Trade association leadership in firearms industry |
| Sporting Arms and Ammunition Manufacturers' Institute (SAAMI) | Director | 2005–2008 | Standards body involvement |
| Other public company boards | None | — | None within past five years as well |
Board Governance
- Committees: Audit (member), NCG (member); Chairs are Anita D. Britt (Audit) and Denis G. Suggs (NCG) .
- Independence and expertise: Board determined Scott is independent; all Audit members are “audit committee financial experts” under SEC rules .
- Attendance: In fiscal 2025, the Board met 7 times and committees met 20 times; each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet without management; the Chairman presides over Board executive sessions .
- Majority voting and proxy access: Board uses majority voting in uncontested elections; proxy access for long-term holders (up to 20 stockholders holding ≥3% for ≥3 years) .
- Over-boarding and refreshment: Policy limits directors to ≤3 other public boards; more than 70% of director nominees joined since 2018 .
Fixed Compensation (Director; Fiscal 2025)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-employee director) | $87,000 | Standard retainer |
| Additional Chairman retainer | $90,000 | For Board Chairman |
| Audit Committee member fee (non-chair) | $10,000 | Per member |
| NCG Committee member fee (non-chair) | $7,500 | Per member |
| Meeting fees | $0 | Only paid when meetings exceed thresholds; not applicable to Scott in FY2025 |
| Total cash (Scott) | $194,500 | Sum of above for Scott |
| All other compensation (Scott) | $40,569 | Medical coverage reimbursement, certain products provided without cost, spousal travel, dividends on delivered shares |
Performance Compensation (Director; Fiscal 2025)
| Equity Element | Grant Detail | Vesting | Valuation/Notes |
|---|---|---|---|
| Annual RSU award (non-employee directors) | 9,111 RSUs | Vests 1/12 monthly; in 2024 Form 4, delivery 100% at one-year anniversary of grant | Grant-date fair value $119,992 (ASC 718) |
| Dividend equivalents on RSUs | Effective Sept 2023 for directors and NEOs; not paid unless awards vest | Follows RSU vesting | Aligns with shareholder returns |
| Options | None outstanding for directors as of Apr 30, 2025 | — | — |
| Performance metrics tied to director equity | None disclosed | — | Executive PSU metrics (Adjusted EBITDAS growth with rTSR modifier) apply to NEOs, not to directors |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential interlock/conflict |
|---|---|---|---|
| NSSF | Trade association | Chairman | Industry alignment; not a public company board |
| SAAMI | Standards body | Director (2005–2008) | Historic role; no current transaction disclosed |
| Public company boards (current/last 5 years) | — | None | No interlocks disclosed |
Expertise & Qualifications
- Executive, sales and marketing, and business development experience at SWBI and affiliates (President; VP Sales & Marketing; VP Business Development) .
- Regulated industry experience through firearms and outdoor industry affiliations (SWBI, NSSF, SAAMI, Primos, OPT) .
- Audit Committee financial expertise designation by the Board .
- Skills Matrix attributes: Executive leadership; regulated industry/government; sales and marketing among identified skills .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Robert L. Scott | 76,680 | <1% | Includes shares underlying vested RSUs as defined by SEC rules |
| Vested RSUs undelivered (Director outstanding stock awards at 4/30/2025) | 8,314 (Scott) | — | Represents undelivered shares underlying vested RSUs |
| Options | None (directors) | — | No options outstanding |
| Shares outstanding (record date) | 44,310,374 (7/25/2025) | — | Basis for percent calculations |
| Ownership guidelines (directors) | 3x cash retainer or 21,000 shares/equivalents | — | Five years to comply; failure may impact eligibility |
| Compliance status (Scott) | Exceeds 21,000 shares threshold with 76,680 shares | — | Indicates alignment with guidelines |
| Hedging/pledging policy | Prohibited for directors/officers | — | Mitigates alignment risk |
Insider Trades (Recent)
| Date | Type | Securities | Quantity/Price | Note/Source |
|---|---|---|---|---|
| 09/17/2024 | RSU grant/acquisition (A) | Common Stock via RSUs | 9,111; $0 | Director annual RSU grant; 1/12 monthly vest; delivery at one-year anniversary per Form 4 |
| 07/29/2024 | Sale (S) | Common Stock | 2,000; ~$16.07 | Reported on insider tracker; net proceeds ~$32,140 |
| 02/17/2023 | Sale (S) | Common Stock | Notional sale per filing | Executed under Rule 10b5-1 trading plan dated 6/30/2022 |
| 09/15/2025 (filed 09/17/2025) | Form 4 | — | — | EDGAR index indicating Scott Form 4 filing |
Governance Assessment
- Alignment strengths: Scott’s substantial share ownership (76,680 shares) exceeds director ownership guideline thresholds, and hedging/pledging is prohibited, supporting investor alignment . His Audit Committee financial expert designation and committee roles (Audit, NCG) reinforce board effectiveness in oversight of financial reporting and governance processes .
- Independence and oversight: Board confirms independence; no related-party transactions in FY2025; executive sessions chaired by the independent Chairman support robust oversight .
- Compensation structure: Director pay increased in FY2025 to reflect market and industry-specific challenges; Scott’s cash total was $194,500 and equity grant fair value $119,992, with RSUs vesting monthly and dividend equivalents accruing only upon vesting, maintaining at-risk exposure .
- Potential yellow flags: Very long tenure (since 1999) and prior executive/consultant roles may raise perception risks around independence despite formal compliance; board has no mandatory retirement age, though it conducts annual review of director continuation and emphasizes refreshment with majority of directors joining since 2018 . Insider sales have occurred under planned trading programs; continued transparency via Form 4 mitigates concerns .
Overall, Scott’s role as independent Chairman and committee member, strong meeting attendance, ownership alignment, and absence of related-party transactions support investor confidence; his long tenure and historical affiliations warrant continued monitoring for board refreshment and independence optics .