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swbi-def14a_20210927.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

Smith & Wesson Brands, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:


	(2)	Aggregate number of securities to which transaction applies:


	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	(4)	Proposed maximum aggregate value of transaction:


	(5)	Total fee paid:


☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:


	(2)	Form, Schedule or Registration Statement No.:


	(3)	Filing Party:


	(4)	Date Filed:

Smith & Wesson® 2021 NOTICE OF ANNUAL SHAREHOLDER MEETING AND PROXY STATEMENT

NOTICE OF

ANNUAL MEETING OF

STOCKHOLDERS

Date:

Tuesday,

September 27, 2021

Time:

12pm Eastern Time

Location:

www.virtualshareholderme eting.com/SWBI2021

The Annual Meeting of Stockholders of Smith & Wesson Brands, Inc., a Nevada corporation, will be held at 12:00 p.m., Eastern Time, on Monday, September 27, 2021. The Annual Meeting of Stockholders will be a virtual meeting of stockholders. You will be able to attend the Annual Meeting of Stockholders, vote, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/SWBI2021 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting of Stockholders will be held for the following purposes:


PROPOSAL		RECOMMENDED VOTE
1	To elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified.	for
2	To provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2021 (“say-on-pay”).	for
3	To ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2022.	for
4	To approve our 2021 Employee Stock Purchase Plan.	for
5	To vote upon a stockholder proposal, if properly presented at the meeting.	against
6	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this notice.

Only stockholders of record at the close of business on August 4, 2021 are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend the meeting and vote electronically during the meeting. To assure your representation at the meeting, however, you are urged to vote by proxy as soon as possible over the Internet as instructed in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, you can also vote by telephone or by mail by following the instructions on the proxy card. You may vote electronically during the meeting even if you have previously given your proxy.

Sincerely,

Deana L. McPherson

Executive Vice President,

Chief Financial Officer,

Treasurer, and Assistant Secretary

Springfield, Massachusetts

August 18, 2021

TABLE OF

CONTENTS


VOTING AND OTHER MATTERS		1

COMPANY UPDATES		5

PROPOSAL ONE – ELECTION OF DIRECTORS		7

CORPORATE GOVERNANCE		13

COMPENSATION DISCUSSION AND ANALYSIS		20

COMPENSATION COMMITTEE REPORT		38

EXECUTIVE COMPENSATION		39

DIRECTOR COMPENSATION		61

EQUITY COMPENSATION PLAN INFORMATION		63

REPORT OF THE AUDIT COMMITTEE		64

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		65

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		66

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	68

PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)		69

PROPOSAL THREE – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT		72

PROPOSAL FOUR – APPROVAL OF OUR 2021 EMPLOYEE STOCK PURCHASE PLAN		74

PROPOSAL FIVE - STOCKHOLDER PROPOSAL		79

DEADLINES FOR RECEIPT OF STOCKHOLDER PROPOSALS		85

HOUSEHOLDING OF PROXY MATERIALS		88

OTHER MATTERS		89

APPENDIX A ADJUSTED EBITDAS		A-1

APPENDIX B 2021 EMPLOYEE STOCK PURCHASE PLAN		B-1

VOTING AND

OTHER MATTERS

SMITH & WESSON BRANDS, INC.

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

PROXY STATEMENT

General

The enclosed proxy is being solicited on behalf of Smith & Wesson Brands, Inc., a Nevada corporation, by our Board of Directors for use at our Annual Meeting of Stockholders to be held at 12:00 p.m., Eastern Time, on Monday, September 27, 2021, or at any adjournment or postponement thereof, for the purposes set forth in this proxy statement and in the accompanying notice. The Annual Meeting of Stockholders will be a virtual meeting. You will be able to attend the Annual Meeting of Stockholders during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/SWBI2021 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

In accordance with rules adopted by the Securities and Exchange Commission, or the SEC, that allow companies to furnish their proxy materials over the Internet, we are mailing a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy statement and our 2021 Annual Report to most of our stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how to access those documents and vote over the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of our proxy materials, including our proxy statement, our 2021 Annual Report, and a form of proxy card. We believe this process will allow us to provide our stockholders the information they need in a more timely manner, while reducing the environmental impact and lowering our costs of printing and delivering the proxy materials.

These proxy solicitation materials were first released on or about August 18, 2021 to all stockholders entitled to vote at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on September 27, 2021. These proxy materials, which include the notice of annual meeting, this proxy statement, and our 2021 Annual Report for the fiscal year ended April 30, 2021, are available at www.proxyvote.com.

How Does the Board of Directors Recommend That You Vote

The Board of Directors recommends that you vote as follows:

•

FOR the election of each of the nominee directors (Proposal One);


2021 Proxy Statement I 1

Voting and Other Matters

Stockholders of record at the close of business on August 4, 2021, which we have set as the record date, are entitled to notice of and to vote at the meeting. On the record date, there were outstanding 48,046,090 shares of our common stock. Each stockholder voting at the meeting, either electronically during the meeting or by proxy, may cast one vote per share of common stock held on all matters to be voted on at the meeting.

If, on August 4, 2021, your shares were registered directly in your name with our transfer agent, Issuer Direct Corporation, then you are a stockholder of record. As a stockholder of record, you may vote electronically during the meeting. Alternatively, you may vote by proxy over the Internet as instructed above or, if you receive paper copies of the proxy materials by mail, by using the accompanying proxy card or by telephone. Whether or not you plan to attend the meeting, we urge you to vote by proxy over the Internet as instructed in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, by filling out and returning the enclosed proxy card, or by telephone as instructed on the enclosed proxy card to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend the meeting and vote electronically during the meeting.

If, on August 4, 2021, your shares were held in an account at a brokerage firm, bank, or similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account. You should have received voting instructions with these proxy materials from that organization rather than from us. You should follow the instructions provided by that organization to submit your proxy. You are also invited to attend the meeting. However, since you are not the stockholder of record, you may not vote your shares electronically during the meeting unless you obtain a “legal proxy” from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares at the meeting.

You are entitled to attend the meeting only if you were a stockholder of record at the close of business on August 4, 2021, which we have set as the record date, or you hold a valid proxy for the meeting. You may attend the meeting by visiting www.virtualshareholdermeeting.com/SWBI2021 and using your 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials to enter the meeting. If, on August 4, 2021, your shares were held in an account at a brokerage firm, bank, or similar organization, then you are the beneficial owner of shares held in “street name,” and you will be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual annual meeting.

Stockholders who wish to submit a question for the meeting may do so live during the meeting at www.virtualshareholdermeeting.com/SWBI2021.

The presence, in person or by proxy, of the holders of a majority of the total number of shares of common stock entitled to vote constitutes a quorum for the transaction of business at the meeting. Votes cast electronically during the meeting or by proxy at the meeting will be tabulated by the election inspector appointed for the meeting, who will determine whether a quorum is present.

Assuming that a quorum is present, the affirmative vote of a majority of the votes cast will be required for the election of each director nominee, to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2022, to approve our 2021 Employee Stock Purchase Plan, and to approve the stockholder proposal. The advisory vote on the compensation of our named executive officers for fiscal 2021 (“say-on-pay”) is non-binding, but our Board of Directors will consider the input of stockholders based on a majority of votes cast for the say-on-pay proposal.

Brokers, banks, or other nominees that hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks, and other nominees are permitted to vote the beneficial owner’s proxy in their own discretion as to certain “routine” proposals when they have not received instructions from the beneficial owner, such as the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2022. If a broker, bank, or other nominee votes such “uninstructed” shares for or against a “routine” proposal, those shares will be counted towards determining whether or not a quorum is present and are considered entitled to vote on the “routine” proposals. However, where a proposal is not “routine,” a broker, bank, or other nominee is not permitted to exercise its voting discretion on that proposal without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes” when the nominee has voted on other non-routine matters with authorization or voted on routine matters. These shares will be counted towards determining whether or not a quorum is present, but will not be considered entitled to vote on the “non-routine” proposals.

Please note that brokers, banks, and other nominees may not use discretionary authority to vote shares on the election of directors, the say-on-pay proposal, the proposal to approve our 2021 Employee Stock Purchase Plan, or the stockholder proposal if they have not received specific instructions from their clients. For your vote to be counted in the election of directors, the say-on-pay proposal, the proposal to approve our 2021 Employee Stock Purchase Plan, and the stockholder proposal, you will need to communicate your voting decisions to your broker, bank, or other nominee before the date of the meeting.

As provided in our bylaws, a majority of the votes cast means that the number of shares voted “for” a nominee for election to our Board of Directors or any other proposal exceeds the number of shares voted “against” such nominee or other proposal. Because abstentions and broker non-votes do not represent votes cast “for” or “against” a proposal, abstentions and broker non-votes will have no effect on the election of directors, the say-on-pay proposal, the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2022, the proposal to approve our 2021 Employee Stock Purchase Plan, or the stockholder proposal, as each such proposal is determined by reference to the votes actually cast by the shares present in person or by proxy at the meeting and entitled to vote.

In accordance with our director resignation policy, an incumbent director who does not receive the requisite majority of votes cast in an uncontested election is expected to submit his or her offer of resignation to our Board of Directors. Our Board of Directors, upon recommendation of the Nominations and Corporate Governance Committee, will make a determination as to whether to accept or reject the offered resignation

within 90 days after the stockholder vote. A director whose offered resignation is under consideration will abstain from any decision or recommendation regarding the offered resignation, but will otherwise continue to serve as a director until our Board of Directors makes its determination regarding the offered resignation. We will publicly disclose our Board of Directors’ decision regarding the tendered resignation and the rationale behind the decision in a filing of a Current Report on Form 8-K with the SEC.

When a proxy is properly executed and returned, the shares it represents will be voted at the meeting as directed. Except as provided above under “Broker Non-Votes and Abstentions,” if no specification is indicated, the shares will be voted (1) “for” the election of each of the eight director nominees set forth in this proxy statement, (2) “for” the approval of the compensation of our named executive officers for fiscal 2021, (3) “for” the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2022, (4) “for” the approval of our 2021 Employee Stock Purchase Plan, and (5) “against” the stockholder proposal. If any other matter is properly presented at the meeting, the individuals specified in the proxy will vote your shares using their best judgment.

Any person giving a proxy may revoke the proxy at any time before its use by delivering to us either a written notice of revocation or a duly executed proxy bearing a later date or by attending the meeting and voting electronically during the meeting (as provided under “Stockholders Entitled to Vote; Record Date; How to Vote”). Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

We will bear the cost of this solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies also may be solicited by certain of our directors and officers, personally or by telephone or e-mail, without additional compensation.

We have retained Morrow Sodali LLC, a proxy solicitation firm, to perform various solicitation services in connection with the Annual Meeting of Stockholders. We will pay Morrow Sodali a fee of $10,000, plus phone and other related expenses, in connection with its solicitation services. Morrow Sodali has engaged approximately 15 of its employees to assist us in connection with the solicitation of proxies.

Our 2021 Annual Report to Stockholders, which was made available to stockholders with or preceding this proxy statement, contains financial and other information about our company, but is not incorporated into this proxy statement and is not to be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The information contained in the “Compensation Committee Report” and the “Report of the Audit Committee” shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

We will provide, without charge, a copy of our Annual Report on Form 10-K for the fiscal year ended April 30, 2021 as filed with the SEC to each stockholder of record as of the record date that requests a copy in writing. Any exhibits listed in our Annual Report on Form 10-K also will be furnished upon request at the actual expense we incur in furnishing such exhibits. Any such requests should be directed to our Secretary at the address of our executive offices set forth in this proxy statement.

In connection with the previously announced spin-off of our outdoor products and accessories business, or the Separation, to American Outdoor Brands, Inc., or AOUT, our Board of Directors appointed Mark P. Smith, formerly Co-President and Co-Chief Executive Officer of our company, as President and Chief Executive Officer and as a director of our company and appointed Deana L. McPherson, formerly Vice President, Chief Accounting Officer, Corporate Controller, and Assistant Treasurer of our company, as Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary of our company. Susan J. Cupero was named an executive officer of our company on June 23, 2021. Effective August 24, 2020, in connection with the Separation, Brian D. Murphy resigned as Co-President and Co-Chief Executive Officer of our company to serve as the President and Chief Executive Officer of AOUT as a new independent, publicly traded company; and Gregory J. Gluchowski, Jr. and I. Marie Wadecki resigned from our Board of Directors to become directors of AOUT. In connection with the Separation, Jeffrey D. Buchanan, who served as Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer of our company, formalized his previously announced retirement from our company as of the close of business on August 23, 2020. Effective August 1, 2020, Lane A. Tobiassen, former President, Firearm division of our company, separated from our company. Effective August 1, 2021, Robert J. Cicero retired as Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary of our company. Mitchell A. Saltz served on our Board of Directors for many years until his death in October 2020.

In preparation for the Separation, we changed our name to Smith & Wesson Brands, Inc. on May 29, 2020. During fiscal 2021, the management and the Board of Directors of our company devoted significant time and attention to reorganize and restructure our company in preparation for the Separation.

In connection with the Separation, our outstanding stock-based awards, including restricted stock units, or RSUs, and performance-based restricted stock units, or PSUs, were adjusted in a manner intended to maintain the intrinsic value of the RSUs and PSUs immediately prior to the Separation. The RSUs and PSUs held by our directors and executives generally were converted into RSUs or PSUs of our company and AOUT, such that each such holder would (i) continue to hold the existing RSU or PSU in our company covering the same number of shares of our common stock that were subject to the RSU or PSU prior to the Separation and (ii) receive an identical RSU or PSU covering one share of AOUT common stock for each four shares of our common stock covered by the RSU or PSU in our company, resulting in the RSUs or PSUs for our company, and AOUT, having a combined intrinsic value immediately after the Separation as before the Separation, taking into account any necessary adjustments to the exercise price (if any) to maintain such intrinsic value. In addition, to the extent the existing award of our company is subject to the achievement of certain company performance-based target goals, appropriate adjustments will be made to such target goals and incorporated into the new awards to reflect the changes to the businesses of each of our company and AOUT as a result of the Separation. The number of shares covered by RSUs in our company held by other employees were adjusted so that the RSUs had the same intrinsic value immediately following the Separation as before the Separation. To the extent the existing award of our company is subject to vesting based upon continued service with our company, the new awards will also remain subject to the same vesting conditions based upon continued employment with the holder’s post-Separation employer.

Our articles of incorporation and bylaws provide that the number of directors shall be fixed from time to time by resolution of our Board of Directors. The number of directors is currently fixed at eight. Our articles of incorporation and bylaws provide that all directors are elected at each annual meeting of our stockholders for a term of one year and hold office until their successors are elected and qualified.

A board of eight directors is to be elected at this meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them “for” each of the nominees named below. All of the nominees currently are directors of our company. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee designated by our current Board of Directors to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director.

The following table sets forth certain information regarding the nominees for directors of our company:

Robert L. Scott has served as a director of our company since December 1999 and was appointed as Chairman of the Board on August 23, 2020. Mr. Scott is the Chairman of the National Shooting Sports Foundation and a Governor of the Sporting Arms and Ammunition Institute. Mr. Scott served as a consultant to our company from May 2004 until February 2006; President of our company from December 1999 until September 2002; Chairman of our wholly owned subsidiary, Smith & Wesson Corp., from January 2003 through December 2003; and President of Smith & Wesson Corp. from May 2001 until December 2002. From December 1989 to December 1999, Mr. Scott served as Vice President of Sales and Marketing and later as Vice President of Business Development of Smith & Wesson Corp. prior to its acquisition by our company. Prior to joining Smith & Wesson Corp., Mr. Scott was employed for eight years in senior positions with Berkley & Company and Tasco Sales Inc., two leading companies in the outdoor industry. Mr. Scott previously served as a director and a member of the Compensation Committee of OPT Holdings, a private company marketing hunting accessories. We believe Mr. Scott’s prior extensive service with our company and his very extensive industry knowledge and expertise provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

Michael F. Golden has served as a director of our company since December 2004 and was appointed Vice Chairman of the Board on August 23, 2020. Mr. Golden served as the President and Chief Executive Officer of our company from December 2004 until his retirement in September 2011. Mr. Golden served on the board of directors of Quest Resource Holding Corporation, a publicly traded environmental solutions company that serves as a single source provider of recycling and environment-related programs, services, and information, from October 2012 to March 2021. Mr. Golden was employed in various executive positions with the Kohler Company from February 2002 until joining our company, with his most recent position being the President of its Cabinetry Division. Mr. Golden was the President of Sales for the Industrial/Construction Group of the Stanley Works Company from 1999 until 2002; Vice President of Sales for Kohler’s North American Plumbing Group from 1996 until 1998; and Vice President — Sales and Marketing for a division of The Black & Decker Corporation where he was employed from 1981 until 1996. Since February 2013, Mr. Golden has served as a member of the board of directors of Trex Company, Inc., a New York Stock Exchange-listed manufacturer of high-performance wood-alternative decking and railing, and serves as a member of the Nominating/Corporate Governance Committee and Chairman of the Compensation Committee. We believe Mr. Golden’s service as the former President and Chief Executive Officer of our company, his intimate knowledge and experience with all aspects of the operations, opportunities, and challenges of our company, and his long business career at major companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

Committee: Audit Committee, Compensation Committee, and Environmental, Social, and Governance Committee

Anita D. Britt has served as a director of our company since February 2018. Ms. Britt served as Chief Financial Officer for Perry Ellis International, Inc., a publicly traded apparel company, from March 2009 until her retirement in March 2017. From August 2006 to February 2009, Ms. Britt served as Executive Vice President and Chief Financial Officer of Urban Brands, Inc., a privately held apparel company. From 1993 to 2006, Ms. Britt served in various positions, including that of Executive Vice President, Finance, for Jones Apparel Group, Inc., an apparel company. Ms. Britt has served as a member of the Board of Directors since 2018 and is a member of the Audit Committee and the Corporate Governance Committee of Delta Apparel, Inc., a New York Stock Exchange-listed designer, manufacturer, and marketer of lifestyle basics and branded active wear apparel, headwear, and related accessory products. Ms. Britt has served as a member of the Board of Directors, the chair of the Audit Committee, and a member of the Compensation Committee and Nominations and Corporate Governance Committee since June 2021 of urban-gro, Inc. a Nasdaq-listed provider of integrated design, engineering, and cultivation systems for the indoor horticulture market. Ms. Britt previously served on the Board of Trustees and Finance Committee of St. Thomas University from April 2013 to January 2018 and as its Chief Financial Officer from January 2018 to March 2018. Ms. Britt is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants. Ms. Britt is also a Board Leadership Fellow, as designated by the National Association of Corporate Directors. We believe Ms. Britt’s extensive financial leadership at a number of public and private companies and her extensive experience with consumer-oriented companies provide the requisite qualifications, skills, perspectives, and experience that make her well qualified to serve on our Board of Directors.

Committee: Compensation Committee and Environmental, Social, and Governance Committee

Fred M. Diaz has served as a director of our company since May 2021. Mr. Diaz served as President and Chief Executive Officer of Mitsubishi Motor North America, Inc. from 2018 to 2020 and as General Manager, Performance Optimization Global Marketing and Sales of Mitsubishi Motors Corporation in Tokyo, Japan from 2017 to 2018. Mr. Diaz served in various executive level positions with Nissan North America Inc. for four years and Chrysler Corporation LLC for 24 years as the President and Chief Executive Officer of both the Ram Truck Brand and Chrysler of Mexico. Mr. Diaz currently serves on the board of directors of SiteOne Landscape Supply, Inc., a publicly owned company that is the largest and only national wholesale distributor of landscaping products in the United States and Canada. We believe Mr. Diaz’s executive positions, including that of chief executive officer for multiple companies, his management and marketing experience, and his experience as a public company director provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

Committee: Audit Committee, Nominations and Corporate Governance Committee, and Compensation Committee

John B. Furman has served as a director of our company since April 2004. Since leaving the practice of law in August 1998, Mr. Furman has served as a consultant to or an executive of a number of companies, including serving as the chief executive officer of two public companies, with his focus being on restructurings, business transactions, capital formation, and product commercialization. From February 2009 until December 2009, Mr. Furman was the President and Chief Executive Officer of Infinity Resources LLC (now Quest Resource Holding Corporation), a privately held environmental solutions company that served as a single-source provider of recycling programs. Mr. Furman served as President and Chief Executive Officer of GameTech International, a publicly traded company involved in interactive bingo systems, from September 2004 until July 2005. Mr. Furman served as President and Chief Executive Officer and a director of Rural/Metro Corporation, a publicly traded provider of emergency and fire protection services, from August 1998 until January 2000. Mr. Furman was a senior member of the law firm of O’Connor, Cavanagh, Anderson, Killingsworth & Beshears, a professional association, from January 1983 until August 1998; he was Associate General Counsel of Waste Management, Inc., a New York Stock Exchange- listed provider of waste management services, from May 1977 until December 1983; and Vice President, Secretary, and General Counsel of the Warner Company, a New York Stock Exchange-listed company involved in industrial mineral extractions and processing, real estate development, and solid and chemical waste management, from November 1973 until April 1977. Mr. Furman previously served as a director and Chairman of the Compensation Committee of MarineMax, Inc., a New York Stock Exchange-listed company that is the nation’s largest recreational boat dealer. We believe Mr. Furman’s experience as a chief executive officer and a consultant to multiple companies, his experience as a lawyer in private practice and for corporations, and his experience as a public company director provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

Committee: Nominations and Corporate Governance Committee and Compensation Committee

Barry M. Monheit has served as a director of our company since February 2004, including as Chairman of the Board from October 2004 until the Separation when he became Chairman of the Board of AOUT. Mr. Monheit has served as Chairman of the Board of American Outdoor Brands, Inc., a publicly traded outdoor products and accessories company and our former subsidiary, since its spin-off from our company in August 2020. Mr. Monheit has been, since July 1, 2020, a Senior Managing Director of J.S Held, LLC, formerly Simon Consulting, L.L.C., a consulting company providing services in forensic accounting, fraud investigations, receivership and restructuring, and lost profit examinations. Mr. Monheit has been, since December 2015, Vice Chairman of the Board of That’s Eatertainment Corp. (formerly Modern Round Entertainment Corporation), a company formed to create and roll out nationally an entertainment concept centered around a virtual interactive shooting experience utilizing laser technology-based replica firearms and extensive food and beverage offerings, and was a principal of its predecessor, Modern Round LLC, from February 2014 until December 2015. Mr. Monheit served as the President and Chief Executive Officer of Quest Resource Holding Corporation, a publicly traded environmental solutions company that serves as a single-service provider of recycling and environment-related programs, services, and information, from June 2011 until July 2013 and served as a director of that company or its predecessors from June 2011 until July 2019. Mr. Monheit served as a financial and operational consultant from April 2010 until June 2011. From May 2009 until April 2010, Mr. Monheit was a Senior Managing Director of FTI Palladium Partners, a financial consulting division of FTI Consulting, Inc., a New York Stock Exchange-listed global advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory, and economic environment. Mr. Monheit was a consultant focusing on financial and operational issues in the corporate restructuring field from January 2005 until May 2009. From July 1992 until January 2005, Mr. Monheit was associated in various capacities with FTI Consulting, Inc., serving as the President of its Financial Consulting Division from May 1999 through November 2001. Mr. Monheit was a partner with Arthur Andersen & Co. from August 1988 until July 1992, serving as partner-in-charge of its New York Consulting Division and partner-in-charge of its U.S. Bankruptcy and Reorganization Practice. We believe Mr. Monheit’s extensive experience in financial and operational consulting gained as an executive of major restructuring firms and his executive experience with major and emerging companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

Mark P. Smith has served as President and Chief Executive Officer and as a director of our company since August 2020. Mr. Smith served as Co-President and Co-Chief Executive Officer of our company from January 2020 until August 2020. Mr. Smith served as President, Manufacturing Services of our company and as President of Manufacturing Services for Smith & Wesson Sales Company (formerly known as American Outdoor Brands Sales Company and Smith & Wesson Corp.), a subsidiary of our company, from March 2016 until January 2020. Mr. Smith served as Vice President of Manufacturing and Supply Chain Management from May 2011 until March 2016 and served as Vice President of Supply Chain Management from May 2010 until May 2011. He was Director Supply Chain Solutions for Alvarez & Marsal Business Consulting, LLC from April 2007 until April 2010. Mr. Smith held various positions for Ecolab, Inc., a developer and marketer of programs, products, and services for the hospitality, foodservice, healthcare, industrial, and energy markets, from March 2001 until April 2007, including Program Manager, Acquisition Integration Manager, Senior Manufacturing Planner, Plant Engineer, and Senior Production / Quality Supervisor. Mr. Smith was a Production Supervisor for Bell Aromatics, a manufacturer of flavors and fragrances, from August 1999 until March 2001. We believe Mr. Smith’s position as President and Chief Executive Officer of our company, as President, Manufacturing Services of our company, as President of Manufacturing Services for Smith & Wesson Sales Company, his experience in marketing and supply chain management for various companies, and other executive positions with various companies provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board of Directors.

Denis G. Suggs has served as a director of our company since May 2021. Mr. Suggs has served as the Chief Executive Officer of LCP Transportation LLC, a non-emergency medical transportation provider, since 2020. Mr. Suggs served as President and Chief Executive Officer of Strategic Materials, Inc., a glass recycler, from 2014 to 2020. Mr. Suggs previously served in executive capacities with Belden, Inc., Danaher Corporation, and Public Storage Inc. Mr. Suggs currently serves on the board of Patrick Industries, a publicly owned company that is a major manufacturer of components, building products and materials for the recreation vehicle, marine, manufactured housing, and industrial markets in the United States and Canada. We believe Mr. Suggs’ executive positions, including that of chief executive officer for multiple companies, his managerial experience, and his experience as a public company director make him well qualified to serve on our Board of Directors.

There are no family relationships among any of our directors and executive officers.

Our Board of Directors has determined, after considering all of the relevant facts and circumstances, that Anita D. Britt, Fred M. Diaz, John B. Furman, Michael F. Golden, Barry M. Monheit, Robert L. Scott, and Denis G. Suggs are independent directors, as “independence” is defined by the listing standards of the Nasdaq Stock Market, or Nasdaq, and by the SEC, because they have no relationship with us that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director. Mark P. Smith is an employee director. Gregory J. Gluchowski, Jr., and I. Marie Wadecki served on our Board of Directors during a portion of fiscal 2021. Mr. Gluchowski and Ms. Wadecki resigned from our Board of Directors in August 2020 in connection with the Separation to join the Board of Directors of AOUT as provided for in the Separation. Mr. Gluchowski and Ms. Wadecki were independent directors, as “independence” is defined by the listing standards of Nasdaq and by the SEC, because they had no relationship with us that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director.

Committee Charters, Corporate Governance Guidelines, and Codes of Conduct and Ethics

Our Board of Directors has adopted charters for the Audit; Compensation; Nominations and Corporate Governance; and Environmental, Social, and Governance Committees describing the authority and responsibilities delegated to each committee by our Board of Directors. Our Board of Directors has also adopted Corporate Governance Guidelines, a Code of Conduct, and a Code of Ethics for the CEO and Senior Financial Officers. We post on our website, at www.smith-wesson.com, the charters of our Audit; Compensation; Nominations and Corporate Governance; and Environmental, Social, and Governance Committees; our Corporate Governance Guidelines, Code of Conduct, and Code of Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; and any other corporate governance materials specified by SEC or Nasdaq regulations. These documents are also available in print to any stockholder requesting a copy in writing from our Secretary at the address of our executive offices set forth in this proxy statement.

Our Board of Directors has adopted a Policy on Corporate Political Contributions and Expenditures which is posted on our website at www.smith-wesson.com. In accordance with this policy, for each fiscal year beginning in 2015, we have posted on our website during the applicable fiscal year an annual report disclosing all political contributions or expenditures in the United States that are not deductible as “ordinary and necessary” business expenses under Section 162(e) of the Internal Revenue Code in excess of $50,000. Non-deductible amounts generally include contributions to or expenditures in support of or opposition to political candidates, political parties, or political committees.

We regularly schedule executive sessions in which independent directors meet without the presence or participation of management. The Chairman of our Board of Directors serves as the presiding director of such executive sessions.

Our bylaws authorize our Board of Directors to appoint from among its members one or more committees consisting of one or more directors. Our Board of Directors has established an Audit Committee; a Compensation Committee; a Nominations and Corporate Governance Committee; and an Environmental, Social, and Governance Committee, each consisting entirely of independent directors as “independence” is defined by the listing standards of Nasdaq and by the SEC.

The purpose of the Audit Committee includes overseeing the financial and reporting processes of our company and the audits of the financial statements of our company and providing assistance to our Board of Directors with respect to its oversight of the integrity of the financial statements of our company, our company’s compliance with legal and regulatory matters, our company’s policies and practices related to information security, the independent registered public accountant’s qualifications and independence, and the performance of our company’s independent registered public accountant. The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of our company’s accounting and financial reporting process and audits of the financial statements of our company on behalf of our Board of Directors. The Audit Committee also selects the independent registered public accountant to conduct the annual audit of the financial statements of our company; reviews the proposed scope of such audit; reviews accounting and financial controls of our company with the independent registered public accountant and our financial accounting staff; and reviews and approves any transactions between us and our directors, officers, and their affiliates, also referred to as related-person transactions.

The Audit Committee currently consists of Messrs. Furman, Scott, and Suggs and Ms. Britt, with Ms. Britt serving as the chair. Our Board of Directors has determined that each of Messrs. Furman, Scott, and Suggs and Ms. Britt, whose backgrounds are described above, qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC. During a portion of fiscal 2021, Ms. Wadecki also served on the Audit Committee before joining the Board of Directors of AOUT. Mr. Suggs was appointed to the Audit Committee following fiscal 2021 in connection with his appointment to our Board of Directors.

The purpose of the Compensation Committee includes determining, or, when appropriate, recommending to our Board of Directors for determination, the compensation of the Chief Executive Officer and other executive officers of our company and discharging the responsibilities of our Board of Directors relating to compensation programs of our company. The Compensation Committee currently makes all decisions with respect to executive compensation. The Compensation Committee currently consists of Messrs. Diaz, Furman, and Monheit and Ms. Britt with Mr. Monheit serving as the chair. During a portion of fiscal 2021, Mr. Gluchowski and Ms. Wadecki also served on the Compensation Committee before joining the Board of Directors of AOUT, and Mr. Furman served as chair of the Compensation Committee, until the Separation. Mr. Diaz was appointed to the Compensation Committee following fiscal 2021 in connection with his appointment to our Board of Directors.

The purpose of the Nominations and Corporate Governance Committee includes the selection or recommendation to our Board of Directors of nominees to stand for election as directors at each election of directors, the oversight of the selection and composition of committees of our Board of Directors, the oversight of the evaluations of our Board of Directors and management, and the development and recommendation to our Board of Directors of corporate governance principles applicable to our company. The Nominations and Corporate Governance Committee currently consists of Messrs. Furman, Monheit, Scott, and Suggs, with Mr. Furman serving as chair. During a portion of fiscal 2021, Mr. Gluchowski and Ms. Wadecki also served on the Nominations and Corporate Governance Committee, with Ms. Wadecki

serving as the chair, before joining the Board of Directors of AOUT. Mr. Suggs was appointed to the Nominations and Corporate Governance Committee following fiscal 2021 in connection with his appointment to our Board of Directors.

The Nominations and Corporate Governance Committee will consider persons recommended by stockholders for inclusion as nominees for election to our Board of Directors if the information required by our bylaws is submitted in writing in a timely manner addressed and delivered to our Secretary at the address of our executive offices set forth in this proxy statement. The Nominations and Corporate Governance Committee identifies and evaluates nominees for our Board of Directors, including nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our Board of Directors.

The purpose of the Environmental, Social, and Governance, or ESG, Committee is to assist the Board of Directors and the various committees of the Board of Directors, as applicable, in fulfilling the oversight responsibilities of the Board of Directors with various environmental, social, health, safety, and governance policies and operational control matters relevant to our company, particularly those that do not come within the purview of other standing committees of the Board of Directors or the Board of Directors itself. Among other things, the ESG Committee plans to focus on environmental matters, including energy use, water use, sustainability, recycling, pollution, and hazardous waste; social, health, and safety matters, including workplace health and safety, working conditions, employee opportunities, employee training, diversity and inclusion, and corporate giving and philanthropy; and governance matters, including privacy and workplace ethics and compliance.

The ESG Committee currently consists of Ms. Britt and Messrs. Golden and Diaz, with Mr. Golden serving as the chair. In view of the wide range of matters considered by the ESG Committee, various high-level executives serve as ex-officio members, including our company’s Chief Financial Officer, Corporate Controller, Senior Manager of Internal Audit, Vice President of Operations, and Senior Director of Human Resources. The ESG Committee was established as an ad hoc committee during fiscal 2021 and formalized as a standing committee in early fiscal 2022 with the plan to meet at least quarterly on a go-forward basis.

We have assessed the compensation policies and practices with respect to our employees, including our executive officers, and have concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company.

Risk is inherent in every business. As is the case in virtually all businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-day management of the risks we face. Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.

In its oversight role, our Board of Directors’ involvement in our business strategy and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its determination of the appropriate level of enterprise risk. Our Board of Directors receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we face, including operational, economic, financial, cyber security, legal, regulatory, and competitive risks. Our Board of Directors also reviews the various risks we identify in our filings with the SEC as well as risks relating to various specific developments, such as acquisitions, securities repurchases, debt and equity

placements, and new product introductions. In addition, our Board of Directors regularly receives reports from our Senior Manager of Internal Audit and our General Counsel and Chief Compliance Officer.

Our board committees assist our Board of Directors in fulfilling its oversight role in certain areas of risk. Pursuant to its charter, the Audit Committee oversees the financial and reporting processes of our company and the audit of the financial statements of our company and provides assistance to our Board of Directors with respect to the oversight and integrity of the financial statements of our company, our company’s compliance with legal and regulatory matters, our company’s policies and practices related to information security, the independent registered public accountant’s qualification and independence, and the performance of our independent registered public accountant. The Compensation Committee considers the risk that our compensation policies and practices may have in attracting, retaining, and motivating valued employees and endeavors to assure that it is not reasonably likely that our compensation plans and policies would have a material adverse effect on our company. Our Nominations and Corporate Governance Committee oversees governance related risk, such as board independence, conflicts of interest of members of the Board of Directors and executive officers, and management and succession planning.

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board of Directors. We believe directors should have various qualifications, including individual character and integrity; business experience; leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of prospective directors is made in the context of the perceived needs of our Board of Directors from time to time. Our eight-person Board of Directors currently includes one woman and two minority members.

All of our directors have held senior-level positions in business or professional service firms and have experience in dealing with complex issues. We believe that all of our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each individual should continue to serve as a director of our company.

We believe that effective board leadership structure can depend on the experience, skills, and personal interaction between persons in leadership roles as well as the needs of our company at any point in time. Our Corporate Governance Guidelines support flexibility in the structure of our Board of Directors by not requiring the separation of the roles of Chief Executive Officer and Chairman of the Board.

We currently maintain separate roles between the Chief Executive Officer and Chairman of the Board in recognition of the differences between the two responsibilities. Our Chief Executive Officer is responsible for setting our strategic direction and day-to-day leadership and performance of our company. The Chairman of the Board provides input to the Chief Executive Officer, sets the agenda for board meetings, and presides over meetings of the full Board of Directors as well as executive sessions of the Board of Directors.

We have a policy prohibiting our directors and officers, including our executive officers, and any family member residing in the same household, from engaging in derivatives trading and hedging involving our securities or pledging or margining our common stock.

We maintain stock ownership guidelines for our non-employee directors and executive officers. Our non-employee directors and executive officers are required to own shares of our common stock or share equivalents with a value equal to at least the lesser of the following:

Each individual has five years from the date of their appointment as a director or an executive officer to achieve the required ownership levels. We believe that these guidelines promote the alignment of the long-term interests of our executive officers and members of our Board of Directors with our stockholders.

Stock ownership generally includes the shares directly owned by the individual (including any shares over which the individual has sole ownership, voting, or investment power); the number of shares owned by the individual’s minor children and spouse and by other related individuals and entities over whose shares the individual has custody, voting control, or power of disposition; shares underlying RSUs that have vested and are deliverable or will be vested and deliverable within 60 days; shares underlying PSUs that have vested but are not deliverable within 60 days if the performance requirements have been satisfied; shares underlying stock options that have vested or will vest within 60 days; and shares held in trust for the benefit of the individual or the individual’s immediate family members.

If an individual achieves the required ownership level on the first day of any fiscal year, the value of the individual’s stock ownership on that date will be converted into a number of shares to be maintained in the future by dividing the value of such stock ownership by the price of our common stock on the prior day, which is the last day of the preceding fiscal year.

The failure to satisfy the required ownership level may result in the ineligibility of the individual to receive stock-based compensation in the case of an executive officer or director or the inability to be a nominee for election to the Board of Directors in the case of a director.

We maintain a compensation recovery, or clawback, policy. In the event we are required to prepare an accounting restatement of our financial results as a result of a material noncompliance by us with any financial reporting requirement under the federal securities laws, we will have the right to use reasonable efforts to recover from any current or former executive officers who received incentive compensation (whether cash or equity) from us during the three-year period preceding the date on which we were required to prepare the accounting restatement, any excess incentive compensation awarded as a result of the misstatement. This policy is administered by the Compensation Committee of our Board of Directors. Once final rules are adopted by the SEC regarding clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, we will review this policy and make any amendments necessary to comply with the new rules.

We maintain a Corporate Stewardship Policy. In accordance with this policy, to meet our objective of being a good corporate steward, we take into account our responsibilities with respect to (i) employee, safety, and governance risks, including the risks caused by the unlawful or improper use of firearms, and (ii) preserving the right to bear arms enshrined in the U.S. Constitution.

We maintain a Whistleblower Policy covering the policies and procedures for (i) the receipt, retention, and treatment of complaints that we receive regarding accounting, internal controls, or auditing matters; and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

During our fiscal year ended April 30, 2021, Messrs. Furman, Gluchowski, and Monheit and Mses. Britt and Wadecki served on the Compensation Committee. None of these individuals had any material contractual or other relationships with us during such fiscal year except as directors. During our fiscal year ended April 30, 2021, none of our executive officers served on the compensation committee or board of directors of any entity whose executive officers serve as a member of our Board of Directors or Compensation Committee.

Our Board of Directors held a total of 19 meetings during the fiscal year ended April 30, 2021. During the fiscal year ended April 30, 2021, the Audit Committee held six meetings, the Compensation Committee held nine meetings, and the Nominations and Corporate Governance Committee held six meetings. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board of Directors, and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she was a member.

We encourage each of our directors to attend each annual meeting of stockholders. To that end, and to the extent reasonably practicable, we regularly schedule a meeting of our Board of Directors on the same day as our annual meeting of stockholders. All of our then current directors attended our 2020 Annual Meeting of Stockholders.

We have a director resignation policy that provides that any incumbent director who does not receive the requisite majority of votes cast in an uncontested election is expected to submit his or her offer of resignation to our Board of Directors. For more detailed information regarding this policy, see “Voting and Other Matters — Broker Non-Votes and Abstentions.”

Our bylaws allow for “proxy access,” a means for our stockholders to include stockholder-nominated director candidates in our proxy materials for annual meetings of stockholders. A stockholder, or group of not more than 20 stockholders, that meet specific eligibility requirements are generally permitted to nominate the greater of (i) two director nominees or (ii) 20% of the total number of directors in office at the deadline for proxy access nominations. In order to be eligible to use the proxy access process, an eligible stockholder must, among other requirements, have owned 3% or more of our outstanding common

stock continuously for at least three years. Use of the proxy access process to submit stockholder nominees is subject to additional eligibility, procedural, and disclosure requirements as set forth in our bylaws.

Our relationship with our stockholders is an important part of our corporate governance commitment. We meet with a broad base of investors throughout the year to discuss strategy and other important matters, including executive compensation. We consider investor feedback on emerging issues, which allows us to better understand our stockholders’ priorities and perspectives. This year-round engagement process provides us with useful input concerning our corporate strategy and enables us to consider developments proactively and to act responsibly. During the solicitation for the 2020 Annual Meeting of Stockholders, we reached out to stockholders holding approximately 24% of our outstanding shares and had discussions with stockholders holding approximately 16% of our outstanding shares.

Interested parties may communicate with our Board of Directors or specific members of our Board of Directors, including our independent directors and the members of our various board committees, by submitting a letter addressed to the Board of Directors of Smith & Wesson Brands, Inc., c/o any specified individual director or directors, at the address of our executive offices set forth in this proxy statement. Any such letters are sent to the indicated directors.

On August 24, 2020, we completed the Separation and AOUT became an independent, publicly traded company holding, directly or indirectly through its subsidiaries, the assets and legal entities, subject to any related liabilities, associated with the former outdoor products and accessories business of our company. In connection with the Separation, Mr. Smith, formerly Co-President and Co-Chief Executive Officer of our company, became the sole President and Chief Executive Officer of our company, and Deana L. McPherson, formerly Senior Vice President, Chief Accounting Officer, and Controller of our company, became the Executive Vice President, Chief Financial Officer, and Treasurer of our company. Susan J. Cupero was named an executive officer on June 23, 2020. In conjunction with the Separation, Brian D. Murphy resigned as Co-President and Co-Chief Executive Officer of our company and became the President and Chief-Executive Officer of AOUT and Jeffrey D. Buchanan retired as previously announced as Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer of our company. Lane A. Tobiassen, former President, Firearm division of our company, separated from our company effective August 1, 2020. Robert J. Cicero retired as Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary of our company effective August 1, 2021. See “Executive Compensation — Employment Agreements and Severance Arrangements with Our Named Executive Officers — Retirement Agreement with Mr. Buchanan” for a more detailed discussion of the retirement arrangements with Mr. Buchanan.

On April 4, 2020, we entered into a separate employment agreement with each of Mark P. Smith and Brian D. Murphy, as Co-President and Co-Chief Executive Officer of our company, effective as of January 15, 2020. Our agreement with Mr. Murphy specified that he would resign his positions with our company effective as of the Separation and would become the President and Chief Executive Officer of AOUT. Our agreement with Mr. Smith specified that he would be the sole President and Chief Executive Officer of our company effective as of the Separation. See “Executive Compensation — Employment Agreements and Severance Arrangements with Our Named Executive Officers — Employment Agreements with Mr. Smith and Mr. Murphy” for a more detailed discussion of the employment arrangements of Messrs. Smith and Murphy.

In fiscal 2021, we were subject to the ongoing effects of the COVID-19 pandemic. Those effects included keeping our workplace safe, dealing with various supply-chain issues, and navigating changes and challenges in the retail landscape while operating our business at increased demand levels.

For purposes of this Compensation Discussion and Analysis, all amounts pertaining to financial statement performance relate to continuing operations only and exclude any results from the outdoor products and accessories business.

This Compensation Discussion and Analysis describes our executive compensation program, outlines the core principles behind that program, and reviews the actions taken by our Compensation Committee concerning the fiscal 2021 compensation of the executive officers named in the Fiscal 2021 Summary Compensation Table below, or the named executive officers. These named executive officers are as follows:

Messrs. Smith and Murphy served as Co-Presidents and Co-Chief Executive Officers from May 1, 2020 until August 24, 2020. Effective August 24, 2020, Mr. Smith and Ms. McPherson assumed their current positions with our company. Effective with the date of the Separation on August 24, 2020, Mr. Murphy left our company and became the sole President and Chief Executive Officer of AOUT and Mr. Buchanan retired as an executive officer. Mr. Tobiassen separated from our company effective August 1, 2020. Mr. Cicero retired as an executive officer of our company effective August 1, 2021.

In spite of the uncertainty regarding our ability to continue operating during the COVID-19 pandemic, whether consumer demand would continue at the heightened levels that began in March 2020, and the time commitments required to complete the Separation, the Compensation Committee increased the fiscal 2021 financial performance metrics for the annual cash incentive bonus relative to the prior year. The fiscal 2021 metrics were established to provide the executive officers with objectives that were difficult, but attainable, in order to motivate and incentivize them to drive increases in net sales and Adjusted EBITDAS over the prior year’s results. While challenging conditions did, in fact, continue throughout fiscal 2021, the executive officers successfully maintained operations while striving to provide a safe work environment for our employees, increased production volume by more than 60%, hired approximately 300 new employees, overcame significant challenges within the supply chain, successfully managed numerous changes to the organization resulting from planning and completing the Separation, and yet drove our company to deliver a strong financial performance, including significantly increasing net sales and Adjusted EBITDAS for fiscal 2021. Given these positive results and recognizing potential retention issues caused by firearm and firearm-related industry factors beyond the control of management, the Compensation Committee believes it is important to continue to incentivize and retain our executive officers on a pay-for-performance basis with compensation programs similar to previous years using objective financial metrics

that take into account the business, social, political, and corporate environment in which our company operates consistent with our compensation philosophy of pay-for-performance and executive retention. See Appendix A – Adjusted EBITDAS for a reconciliation of Net Income to Adjusted EBITDAS.

Our Compensation Committee believes that, in the context of the various factors facing the primary industry in which we operate, our executive compensation program continues to illustrate our company’s strong commitment to align pay with performance. In light of our operational accomplishments and taking

into consideration potential management retention issues in a difficult environment, as well as the Compensation Committee’s pay-for-performance philosophy, the Compensation Committee recommends that our stockholders vote “FOR” this year’s resolution to approve on an advisory basis the compensation of our named executive officers for fiscal 2021 as described in this proxy statement. Our recommendation is particularly strong given our management’s performance during fiscal 2021 despite the COVID-19 pandemic that closed down the operations of many companies and the substantial time commitment to the Separation. Our management team was able to keep our entire business operating due to a broad range of safety procedures and cleaning protocols, which were implemented early and aggressively to significantly reduce the risk of COVID-19 transmission and keep our employees safe. The ability of our business to remain operational during that period allowed our business to address an increase in consumer demand that began during the fourth quarter of the prior fiscal year. Our management’s actions were instrumental in delivering strong results for fiscal 2021 and beyond.

Historically, the firearm and firearm-related industries have been very cyclical, with previous expansions and contractions due, in large part, to unpredictable political, economic, social, legislative, and regulatory factors beyond the control of industry participants and their management teams. During fiscal 2021, managing our company was made even more challenging by the ongoing changes being made in preparation for the Separation and the continuing effects of the COVID-19 pandemic (including keeping our workforce safe while operating our business at increased demand levels). The factors that we believe affected all participants in the firearm industry, as well as our company, included changes in the social and political environment, unsettling news events, potential legislative restrictions on the sale or design of firearms, actual and potential legislative and regulatory actions at the federal and state levels, economic changes, fears surrounding crime and terrorism, and, most recently, the COVID-19 pandemic. Our fiscal 2021 performance was also affected by other factors that may have resulted in an increase in demand for our products in fiscal 2021, including a perception by consumers that the political and regulatory environment was less favorable toward consumer firearm ownership and the effects of the COVID-19 pandemic.

Despite this very challenging and changing internal as well as industry environment, we achieved a number of significant accomplishments in fiscal 2021 that demonstrated our ongoing progress toward our objective of being the undisputed market leader in the firearm industry. The highlights of these accomplishments include the following:

We maintain corporate governance policies and practices designed to align executive and director compensation with stockholder interests.

Our Board of Directors has appointed a Compensation Committee, consisting exclusively of independent directors. The charter of the Compensation Committee authorizes the Compensation Committee to determine and approve, or to make recommendations to our Board of Directors with respect to, the compensation of our Chief Executive Officer and other executive officers. Our Board of Directors has authorized the Compensation Committee to make all decisions with respect to such executive compensation. Among other things, the Compensation Committee is authorized to determine and approve the base salary of our Chief Executive Officer and other executive officers. Additionally, the Compensation Committee establishes annual cash and stock-based incentive compensation programs for our Chief Executive Officer and other executive officers, providing our executives with variable compensation opportunities, a majority of which are based on the achievement of key operating measures, determined at the beginning of the fiscal year, tying pay to performance. Once the Compensation Committee determines key operating measures for the upcoming fiscal year, the measures generally are not subject to material changes during the fiscal year. The Compensation Committee, with advice from its independent compensation consultant, also determines the compensation of our Board of Directors.

Our executive compensation program consists primarily of base salary, annual performance-based cash incentive compensation opportunities, stock-based compensation, severance and change-in-control payments and benefits, health and welfare benefits generally available to most employees and other executives of our company, and limited perquisites as described herein. The Compensation Committee considers each element of compensation individually and collectively with other elements of compensation when establishing the various forms, elements, and levels of compensation for our executive officers.

Our philosophy with respect to executive compensation is to pay base salaries to our executive officers at levels that, in the context of unfavorable industry factors beyond the control of management, enable us to attract, motivate, and retain highly qualified executives. In addition, our executive compensation program is designed to link annual performance-based cash incentive compensation to the achievement of pre-established performance objectives, based primarily on our company’s financial results. For more detailed information regarding our annual performance-based cash incentive compensation plan, see “Compensation Discussion and Analysis — Components of Compensation — Annual Performance-Based Cash Incentive Compensation.” Similarly, our executive compensation program is designed so that stock-based compensation focuses our executive officers’ efforts on increasing stockholder value by aligning their economic interests with those of our stockholders. To that end, our stock-based compensation generally is intended to result in more limited rewards if the market price of our common stock does not appreciate or does not appreciate in an amount equal to or above certain levels, but may provide substantial rewards to our executive officers (as well as to our stockholders in general) if our common stock appreciates or appreciates in an amount equal to or above certain levels. For more detailed information regarding our

stock-based compensation program, see “Compensation Discussion and Analysis — Components of Compensation — Stock-Based Compensation.”

Total compensation levels for our executive officers reflect corporate positions, responsibilities, and achievement of performance objectives. As a result of our continuing “pay-for-performance” philosophy, compensation levels may vary significantly from year-to-year and among our various executive officers. In general, we expect the compensation level of our Chief Executive Officer will be higher than that of our other executive officers. This assumes relatively equal achievement of individual performance objectives, since the Compensation Committee sets our base salaries, cash incentive compensation, and stock-based compensation after reviewing similar compensation elements of the executives at comparable companies, which generally compensate their chief executive officers at higher levels because of the significance of their roles and their importance to overall company success. We believe that the overall compensation levels for our executive officers, including our named executive officers, are and continue to be in alignment with our “pay-for-performance” philosophy and have been consistent with our performance.

The Compensation Committee has developed an executive compensation program that demonstrates our ongoing commitment to good corporate governance practices and aligns our executive officers’ interests with those of our stockholders. This includes maintaining a compensation recovery, or clawback, policy and stock ownership guidelines, maintaining both incentive stock and cash bonus plans that are intended to align our incentive award grant practices with current market practices and to set forth the principles to which our stockholders expect us to adhere to in designing and administering compensation programs, and prohibiting the repricing of stock options and stock appreciation rights, or SARs, without approval by our stockholders. In addition, we do not provide for any tax gross-ups in connection with severance or change-in-control payments.

The Compensation Committee determines the compensation of our Chief Executive Officer and our other executive officers. At least annually, the Compensation Committee determines the compensation of the Chief Executive Officer and other executive officers in light of the goals and objectives of our compensation program for that fiscal year. The Compensation Committee, together with our Chief Executive Officer, annually assesses the performance of our other executive officers. After receiving recommendations from our Chief Executive Officer, the Compensation Committee, with input from its independent compensation consultant, determines the compensation for our other executive officers.

At the request of the Compensation Committee, our Chief Executive Officer may attend a portion of some of the Compensation Committee meetings, including meetings at which our independent compensation consultant is present. This enables the Compensation Committee to review with our Chief

Executive Officer the corporate and individual goals that the Chief Executive Officer regards as important to achieve our overall success. The Compensation Committee also requests that our Chief Executive Officer assess the performance of and our goals for our other executive officers. However, the Compensation Committee, with the assistance of its independent compensation consultant, rather than our Chief Executive Officer, makes the decisions regarding individual and corporate goals and targets for our other executive officers. Our Chief Executive Officer does not attend any portion of meetings at which his compensation is determined. We had Co-Presidents and Co-Chief Executive Officers for a portion of fiscal 2021.

In determining compensation levels, the Compensation Committee periodically reviews compensation levels of executives of companies that it deems to be generally similar to our company based on their size, industry, and competitive factors to enable our company to attract executives from other industries and to establish compensation levels that it deems appropriate to retain and motivate our executive officers. The Compensation Committee uses this peer group information as well as published executive compensation survey data from a broader group of companies with similar revenue to our company as points of reference but does not benchmark or target our compensation levels against this competitive information.

The Compensation Committee retains the services of an independent compensation consultant to review trends in executive compensation, assist with the identification of relevant peer companies, and conduct an assessment and analysis of executive market compensation. The Compensation Committee makes all determinations regarding the engagement, fees, and services of its compensation consultant and its compensation consultant reports directly to the Compensation Committee. From time to time, the Compensation Committee may retain the services of outside legal counsel to advise on compensation matters.

Our executive compensation program continues to emphasize our “pay-for-performance” philosophy and helps us to attract, motivate, and retain highly qualified executives. Our compensation program provides the opportunity for our executives to receive higher total compensation based on successful performance against objective metrics, financial and otherwise, and above market stock price appreciation.

The Compensation Committee sets the base salaries of our executive officers at levels that it believes are required to attract, motivate, and retain highly qualified individuals assuming that they will not receive incentive compensation, but reflecting the possible receipt of incentive compensation. Base salaries for our executive officers are established based on an individual’s position, responsibilities, skills, experience, performance, and contributions. In determining base salaries, the Compensation Committee also considers individual performance and contributions, future potential, competitive salary levels for comparable positions at other companies, salary levels relative to other positions within our company, corporate needs, and the advice of the Compensation Committee’s independent compensation consultant. The Compensation Committee’s evaluation of the foregoing factors is subjective and the Compensation Committee does not assign a particular weight to any one factor.

The Compensation Committee independently determines the base salary of our Chief Executive Officer. The base salaries for our other executive officers, other than the Chief Executive Officer, are determined by the Compensation Committee following consultation with the Chief Executive Officer. The Compensation Committee considers the recommendations of our Chief Executive Officer as one of the factors described above. We had Co-Chief Executive Officers for a portion of fiscal 2021.

Given the high-profile nature of the firearms industry, it has become increasingly difficult to attract, motivate, and retain highly qualified individuals willing to be associated with our company and the firearms industry as a whole. The Compensation Committee has become increasingly aware of the impact this factor has had not only on existing and potential future employees but also the pressures this factor places on the families of these individuals.

The Compensation Committee generally sets base salary levels for our executive officers at the beginning of each fiscal year, although it can make changes to base salary levels at any time during the fiscal year. For more detailed information regarding the amounts paid as base salary to our named executive officers in fiscal 2021, see “Compensation Discussion and Analysis — Fiscal 2021 Compensation — Base Salaries.”

As it has in the past, at the start of fiscal 2021, the Compensation Committee established a performance-based cash incentive compensation plan for our executive officers. In designing the cash incentive compensation plan for any particular year or period, the Compensation Committee establishes performance objectives, based primarily on the financial results of our company and the achievement of other corporate goals. In some limited cases, the Compensation Committee also considers individual objectives, responsibilities, and performance in determining the amounts payable under the plan, but did not do so in fiscal 2021. The target annual compensation opportunities for our executive officers are determined by the Compensation Committee. These objective target incentive compensation opportunities are subject to change from year to year, based on the Compensation Committee’s periodic review of economic, industry, and competitive data; changes in individual responsibilities; and our overall compensation philosophy. The Compensation Committee confirms, with its independent compensation consultant and our company’s independent audit firm, the achievement and approves the payment, if any, of annual cash incentive compensation in the first quarter of the following fiscal year. For more detailed information regarding the amounts paid as annual performance-based cash incentive compensation to our named executive officers for fiscal 2021, see “Compensation Discussion and Analysis — Fiscal 2021 Compensation — Annual Performance-Based Cash Incentive Compensation.”

The Compensation Committee strongly believes in tying executive rewards directly to our long-term success and focusing our executive officers’ efforts on increasing stockholder value by aligning their interests with those of our stockholders. To that end, our stock-based compensation generally is intended to result in more limited rewards if the price of our common stock does not appreciate or does not appreciate above certain levels but may provide substantial rewards to our executive officers (as well as to our stockholders in general) if our common stock appreciates above certain levels. Our stock-based compensation also enables our executive officers to earn and maintain a significant stock ownership position in our company. The amount of stock-based compensation granted takes into account the performance of our company; the grant date value of awards; previous grants to an executive officer; an executive officer’s position with our company; the performance, contributions, skills, experience, and responsibilities of the executive officer; the cost to our company; the executive officer’s total compensation in relation to our peer companies; and other factors that the Compensation Committee deems necessary or appropriate from time to time, including retention, overhang, and burn rate.

Our stock-based compensation consists primarily of RSUs and PSUs. The Compensation Committee generally sets the vesting schedule for RSUs over multiple year periods to encourage executive retention. The Compensation Committee generally establishes multi-year performance requirements for the earning of PSUs to reward long-term company performance. PSUs are earned only if the relative performance of our common stock achieves the then-applicable pre-established metric compared with the performance of the RUT. In addition, we generally maintain a value cap on PSUs.

As has been true in the case of base salary and cash-based incentive compensation, given the high-profile nature of the firearm industry, it has become increasingly difficult to attract, motivate, and retain highly qualified individuals willing to be associated with the industry as a whole and therefore our company. Accordingly, the Compensation Committee continues to recognize the importance of long-term incentive stock-based compensation.

Our executive officers are eligible to participate in those health, welfare, and retirement plans, including our profit sharing, 401(k), employee stock purchase plan, and medical and disability plans generally available to employees of our company who meet applicable eligibility requirements. For more detailed information regarding the retirement benefits for which our named executive officers are eligible and contributions made to retirement plans on behalf of our named executive officers, see “Executive Compensation — Retirement Plans.”

In addition, from time to time, we provide certain of our executive officers with other benefits and perquisites that we believe are reasonable. These benefits and perquisites include severance and change-in-control benefits, car allowances, housing allowances, relocation assistance, a nonqualified supplemental deferred compensation plan, and reimbursement of insurance premiums. For more detailed information regarding these other benefits and perquisites for which our named executive officers are eligible, see “Executive Compensation.”

We do not view perquisites and other personal benefits as a significant element of our executive compensation program but do believe they can be useful in attracting, motivating, and retaining the executive talent for which we compete. We believe that these additional benefits may assist our executive officers in performing their duties and provide time efficiencies for our executive officers in appropriate circumstances.

In the future, we may provide additional benefits and perquisites to our executive officers as an element of their overall compensation. All future practices regarding benefits and perquisites will be approved and subject to periodic review by the Compensation Committee.

The Compensation Committee sets the value of RSUs and PSUs at the fair market value of our common stock, which is the closing price of our common stock on the Nasdaq Global Select Market on the effective date of grant. The Compensation Committee generally grants stock-based compensation to our executive officers annually within the same time frame each year. In the case of new hires, grant prices generally are determined by the closing price of our common stock on the 15th day of the month following the date on which the employee reports for service. The Compensation Committee authorizes our Chief Executive Officer to grant stock-based compensation to employees who are not executive officers, subject to limitations on amount and subsequent reporting to the Compensation Committee.

The Compensation Committee engaged Compensia, Inc., or Compensia, an independent national compensation consulting firm, to assist in the design of our executive compensation program for fiscal 2021. The Compensation Committee has the sole authority to retain and dismiss its compensation consultant and approve the fees of its compensation consultant. No member of the Compensation Committee or any named executive officer has any affiliation with Compensia, and Compensia did not provide any services to our company during fiscal 2021 other than services to the Compensation Committee. In accordance with the requirements of applicable SEC rules, the Compensation Committee has reviewed the independence of Compensia and has determined that Compensia did not have any conflicts of interest under the criteria established under such rules.

As a part of its evaluation of our executive compensation program, Compensia assisted the Compensation Committee in determining an appropriate group of peer companies. The Compensation Committee uses the peer companies as the primary source of competitive market information for executive compensation benchmarking. In selecting peer companies for the Compensation Committee’s consideration, Compensia identified companies deemed generally relevant to us with a focus on companies involved in leisure or cyclical and consumer products companies, especially those with high dollar value products, and supplemented this list with companies involved in manufacturing. Within these industries, Compensia used a “rules-based” approach to select companies based on similar financial characteristics. Specifically, Compensia selected companies with revenue from 50% to 200% of our revenue and market capitalizations from 33% to 300% of our market capitalization at the time of the peer group review.

The selected peer group used to make decisions for fiscal 2021 executive compensation, as approved by the Compensation Committee, consisted of the following companies:

The Compensation Committee continued to include a supplemental peer company, Vista Outdoor, because of its close business similarities to our company despite the fact that it exceeds our revenue selection range. Information from Vista Outdoor was not included in the overall peer market data, however, but was shown on a supplemental basis to help the Compensation Committee better understand how companies in our industry compensate their key executives.

Compensia provided an assessment and analysis of the compensation practices of our peer companies, determined the positioning of each executive officer’s compensation by element among the peer companies and the survey data, developed recommendations and guidelines for the structure of our executive compensation program, and reviewed the overall compensation package and advised the Compensation Committee regarding the appropriateness of our executive compensation program.

As is our practice, the Compensation Committee generally, although not always, sets base salaries for our executive officers at the beginning of the fiscal year based on a review of the position and function of each executive officer, the competitiveness of their current base salaries in comparison to the peer and market data, and their individual performance on a subjective basis. Based on an evaluation of the foregoing factors, the Compensation Committee’s desire to reward and retain the key executive officers who it believes are instrumental to our success, the general industry range for base salary increases, and the competitiveness of our base salaries as measured against the peer and market data, the Compensation Committee set the annual base salaries for our executive officers during fiscal 2021 as follows:

Name and Position	Annualized Fiscal 2020 Base Salary			Annualized Fiscal 2021 Base Salary			Percentage Change
Mark P. Smith	$	500,000	(1)	$	500,000			0.0	%
President and Chief Executive Officer since August 24, 2020; Co-President and Co-Chief Executive Officer from May 1, 2020 until August 24, 2020.

Brian D. Murphy	$	500,000	(1)	$	500,000			0.0	%
Co-President and Co-Chief Executive Officer from May 1, 2020 until August 24, 2020.

Deana L. McPherson	$	365,000	(2)	$	365,000			0.0	%
Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary since August 24, 2020; Vice President and Chief Accounting Officer, Corporate Controller, and Assistant Treasurer from May 1, 2020 until August 24, 2020.

Jeffrey D. Buchanan	$	423,602		$	423,602	(3)		0.0	%
Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer from May 1, 2020 until August 23, 2020.

Robert J. Cicero	$	357,414		$	357,414	(4)		0.0	%
Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary.

Susan J. Cupero	$	275,000	(5)	$	275,000			0.0	%
Vice President, Sales.

Lane A. Tobiassen	$	315,087	(6)	$	315,087			0.0	%
President, Firearm division from May 1, 2020 until August 1, 2020.

For more information regarding the amounts paid as base salary to our named executive officers, see “Executive Compensation — Fiscal 2021 Summary Compensation Table.”

Our fiscal 2021 Executive Annual Cash Incentive Program is an annual performance-based cash incentive program. The program provides each participant, including our named executive officers, with an opportunity to earn cash incentive compensation based on attainment of pre-established objective financial performance metrics and, from time to time, individual performance goals. Each participant is assigned an incentive bonus opportunity expressed as a percentage of base pay, or a target percentage, and objective financial performance metrics are established with varying weightings totaling 100%. For each financial performance metric, threshold, target, and maximum performance levels are set. A participant’s final cash incentive compensation is calculated by multiplying the participant’s target percentage by the weighted average percentage calculated for each financial performance metric. A participant’s cash incentive compensation cannot exceed 200% of the individual’s bonus opportunity, and eligibility for the payment of any award is subject to the continued employment of the participant through the end of the fiscal year.

For fiscal 2021, the Compensation Committee established Net Sales and Adjusted EBITDAS as the performance metrics for the named executive officers with a weighting of 40% for Net Sales and 60% for Adjusted EBITDAS.

Adjusted EBITDAS also served as the threshold, for which the failure to achieve such performance metric would result in no bonus payments regardless of the achievement of the other performance metrics.

“Adjusted EBITDAS,” for the purposes of compensation, means our company's net income as reported in our Form 10-K adding back interest, taxes, depreciation, amortization, non-cash stock compensation expense, and any nonrecurring expenses as determined by the Committee as set forth in the Program or at any time thereafter. For fiscal year 2021, the Committee has determined that such nonrecurring expenses shall include (i) accelerated expenses related to the repurchase or refinance of the Company’s outstanding bonds or Credit Facility, if any; (ii) fair value inventory step-up and backlog expense; (iii) all acquisition or merger related expenses associated with negotiating, conducting diligence, and closing for any acquired company or merger; (iv) any severance, retention, or other costs related to the reorganization and restructure of the firearms business after the spin-off of the Outdoor Products & Accessories division only if, and to the extent, the costs are incurred with respect to matters incurred or created by virtue of the existence and operations of Outdoor Products/Accessories Division prior to its having been spun-off (specifically excluding from the preceding restriction the company’s shared services division); (v) changes in contingent consideration; (vi) impairment charges for goodwill, tangible, or intangible assets; (vii) costs incurred relating to shareholder activism; (viii) any transition costs directly related to the successful completion of the spin-off (excluding costs which would be normally incurred as a public company); (ix) extraordinary costs directly related to responding to the COVID-19 pandemic, including costs of any premium pay and purchase of personal protective equipment, but excluding costs that would generally be associated with responding to non-pandemic forms of a surge; (x) any costs/impact related to the implementation of any new accounting pronouncements that become effective during the fiscal year; and (xi) the tax effect of non-GAAP adjustments. To the extent practicable, each amount was calculated based upon the numbers used in the audited financial statements and, if possible, in the same amount as reported in the Form 10-K.

The target award percentages for fiscal 2021 as a percentage of base pay were 100% for Mr. Smith and 65% for Mr. Cicero and Mses. McPherson, and Cupero. Messrs. Murphy, Buchanan, and Tobiassen were not eligible for bonuses for fiscal 2021 as they were not expected to be employed by our company at the end of fiscal 2021.

Ms. McPherson and Mr. Cicero each received a discretionary bonus of $25,000 that was granted in fiscal 2020 and paid in fiscal 2021 in recognition of their efforts with respect to the Separation.

The financial performance metrics established under the fiscal 2021 program were as follows:

The failure to reach the threshold metric of at least $104,250,000, or 83.4% of Target, for the Adjusted EBITDAS metric for our company would result in no bonus payments regardless of the achievement of the net sales metrics.

In fiscal 2021, net sales and Adjusted EBITDAS, for purposes of compensation, were $1.1 billion and $366.6 million, respectively, compared with $529.6 million and $92.7 million, respectively, in fiscal 2020. This growth in net sales of 100.0% and 295.5%, respectively, compared very favorably to the financial performance of our industry competitors, Vista Outdoor, Inc. that reported increases in net sales and Adjusted EBITDAS of 26.7% and 203.0%, respectively, for its fiscal year ended March 31, 2021, and Sturm, Ruger & Company, Inc. that reported increases in net sales and Adjusted EBITDAS of 38.6% and 111.0%, respectively, for its trailing 12 months ended March 31, 2021.

The table below sets forth for each named executive officer the annual fiscal 2021 base salary, the target bonus percentage, the annualized target cash bonus opportunity, and the actual bonus paid for fiscal 2021 reflected as a percentage of target bonus opportunity and in cash:

During fiscal 2021, grants of annual stock-based compensation to our named executive officers consisted of RSUs and PSUs. In determining the equity awards granted to each executive officer during

fiscal 2021, the Compensation Committee considered the dollar value of the awards granted to each executive officer; previous grants to our executive officers; each executive officer’s position with our company; the performance, contributions, skills, experience, and responsibilities of each executive officer; the cost of the stock-based compensation to our company; each executive officer’s total compensation in relationship to the market data; and the overall performance of our company.

During fiscal 2021, we granted the following PSUs to our named executive officers:

Messrs. Smith and Cicero and Ms. McPherson received an annual grant of PSUs in April 2020 (fiscal 2020) and a new annual grant in May 2021 (fiscal 2022). Ms. Cupero received a grant in June 2020 (fiscal 2021) upon being named an executive officer. In recognition of his efforts in connection with the Separation and his promotion to sole President and Chief Executive Officer, Mr. Smith received a grant of PSUs in August 2020. As part of Mr. Murphy’s Separation Agreement, Mr. Tobiassen’s Separation Agreement, and Mr. Buchanan’s Retirement Agreement, they were not eligible to receive PSU awards in fiscal 2021.

These PSUs are earned and vest based on the relative performance of our common stock against the RUT over the approximately three-year performance period following the date of grant. If the relative performance of our common stock (measured based on the average closing price of our common stock during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average closing price of our common stock during the 90-calendar-day-period immediately following the date of grant) does not equal or exceed the relative performance of the RUT (measured based on the average closing price of the RUT during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average closing price of the RUT during the 90-calendar-day-period immediately following the date of grant), then no PSUs subject to the awards will be earned and vest. If the relative performance of our common stock equals the relative performance of the RUT, then 38% of the PSUs subject to the awards (at target) will be earned and vest, or the threshold award. If the relative performance of our common stock exceeds the relative performance of the RUT by up to five points, then the PSUs subject to the awards will be earned and vest on a straight-line basis from the threshold award level up to the target award level, with 100% of the PSUs subject to the awards (the target number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by five points. If the relative performance of our common stock exceeds the relative performance of the RUT by over five points up to a level of 10 points, then the PSUs subject to the awards will be earned and vest on a straight-line basis up to the maximum award, with 200% of the PSUs subject to the awards (the maximum number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by 10 points or more.

The underlying shares of our common stock earned, if any, relating to these PSUs will be delivered as soon as practical after the ending date of the performance period and certification by the Compensation Committee of the performance achievement. The maximum number of shares that can be delivered with respect to the fiscal 2021 PSU awards is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. See “Compensation Discussion and Analysis — Introduction — Summary of Fiscal 2021 Compensation Program.”

Upon a change in control of our company prior to the three year anniversary of the date of any PSU grant, each PSU award recipient will earn a number of PSUs subject to the award in accordance with the

formula described above, provided that (i) the relative performance of our common stock will be measured based on the consideration offered for one share of our common stock in the change in control to calculate our market capitalization (or in the event of a change in control that does not involve an acquisition of our stock, based on the trading price of our common stock on the date of the change in control to calculate our market capitalization) against the average closing price of our common stock during the 90-calendar-day period immediately following the date of grant; and (ii) the relative performance of the RUT will be measured based on the average closing price of the RUT during the 90-calendar-day-period immediately prior to the change in control against the average closing price of the RUT during the 90-calendar-day-period immediately following the date of grant. The PSUs earned pursuant to the formula described above will then be converted into RSUs that will vest upon the earlier of (i) a qualifying termination of employment or (ii) the original vesting date.

During fiscal 2021, we also granted the following RSUs to our named executive officers:

For more information regarding the grants of stock-based compensation to our named executive officers in fiscal 2021, see “Executive Compensation — Fiscal 2021 Grants of Plan-Based Awards.”

Each named executive officer forfeits the unvested portion, if any, of this stock-based compensation if his service to our company is terminated for any reason, except as otherwise set forth in the applicable award agreement, in any employment or severance agreement between our company and the named executive officer, in any policy or plan of our company applicable to the named executive officer, or as may otherwise be determined by the administrator of the applicable equity plan. See “Executive Compensation — Potential Payments Upon Termination or Change in Control.”

The PSUs granted in fiscal 2018 to our executive officers, which had a three-year performance period ending May 1, 2021, were earned because the market capitalization of our company combined with the market capitalization of AOUT met the maximum performance requirements compared with the RUT. Over the three-year performance period, our market capitalization combined with market capitalization of AOUT appreciated 101.6% while the RUT appreciated 36.2%. As a result, the Compensation Committee confirmed that this outperformance resulted in the PSUs granted in fiscal 2018 being earned, and therefore,

our named executive officers that had received the 2018 award received 200% of the target shares of common stock underlying the PSUs granted in fiscal 2018.

In connection with the Separation, our existing stock-based awards for certain named executive officers were converted into awards with respect to equity interests in our company and AOUT, subject to certain adjustments, such that the combined awards would have a combined intrinsic value of the existing awards prior to the Separation. See “Company Updates - Adjustments to Outstanding Stock-Based Awards.”

We maintain a compensation recovery, or clawback, policy. In the event we are required to restate our financial results as a result of a material noncompliance by us with any financial reporting requirement under the federal securities laws, we will have the right to use reasonable efforts to recover from any current or former executive officer who received incentive compensation (whether cash or equity) from us during the three-year period preceding the date on which we were required to prepare the accounting restatement, any excess incentive compensation awarded as a result of the misstatement. This policy is administered by the Compensation Committee. If final rules are adopted by the SEC regarding clawback requirements under the Dodd-Frank Act, we will review this policy and make any amendments as necessary to comply with the new rules.

This clawback policy applies to all cash and stock-based incentive compensation programs.

Section 162(m) of the Code generally limits our deductibility, for federal income tax purposes, of compensation paid to each of our named executive officers in excess of $1 million per person per year.

Sections 280G and 4999 of the Code, or Sections 280G and 4999, provide that executive officers and directors and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of a company that exceeds certain prescribed limits and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G and 4999 during fiscal 2021 and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.

We account for stock-based employee compensation arrangements in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation — Stock Compensation,” or ASC Topic 718. ASC Topic 718 requires companies to measure the compensation expense for all stock-based payment awards made to employees and directors, including stock options and deferred stock units, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award. In determining stock-based compensation, the Compensation Committee considers the potential expense of these awards under ASC Topic 718 and the impact on our company.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement and, based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The following table sets forth, for the fiscal years ended April 30, 2021, 2020, and 2019, information with respect to compensation for services in all capacities to us and our subsidiaries earned by our President and Chief Executive Officer, our Former Co-President and Co-Chief Executive Officer, our Executive Vice President and Chief Financial Officer, our former Chief Financial Officer, each of our two other executive officers, and one additional individual who served as an executive officer during the fiscal year ended April 30, 2021 but was not serving as an executive officer on April 30, 2021, or collectively our named executive officers.

Name and Principal Position	Year	Salary		Bonus (1)		Stock Awards (2)		Option Awards		Non-Equity Incentive Plan Compensation (3)		All Other Compensation (4)		Total (5)
Mark P. Smith (6)	2021	$	519,231	$	—	$	1,068,599	$	—	$	1,000,000	$	117,110	$	2,704,939
President and Chief	2020	$	394,193	$	—	$	643,457	$	—	$	359,341	$	31,616	$	1,428,607
Executive Officer	2019	$	346,541	$	—	$	258,800	$	—	$	509,889	$	28,683	$	1,143,913

Brian Murphy (7)	2021	$	173,077	$	—	$	—	$	—			$	33,242	$	206,319
Former Co- President and	2020	$	359,265	$	—	$	643,457	$	—	$	275,957	$	83,330	$	1,362,008
Co-Chief Executive Officer	2019	$	291,551	$	—	$	258,800	$	—	$	262,461	$	87,014	$	899,826

Deana L. McPherson (8)	2021	$	379,038	$	25,000	$	173,500	$	—	$	474,500	$	66,976	$	1,119,014
Executive Vice President,	2020	$	307,965			$	265,913	$	—	$	182,650	$	30,489	$	787,018
Chief Financial Officer, Treasurer, and Assistant Secretary	2019	$	280,458			$	52,578	$	—	$	253,249	$	27,468	$	613,753

Jeffrey D. Buchanan (9)	2021	$	161,304	$	—	$	—	$	—			$	23,108	$	184,413
Former Executive Vice	2020	$	423,270	$	—	$	—	$	—	$	288,338	$	59,468	$	771,076
President,	2019	$	411,078	$	—	$	453,198	$	—	$	697,900	$	54,372	$	1,616,548
Chief Financial Officer,												$	-
Chief Administrative												$	-
Officer, and Treasurer												$	-

Robert J. Cicero (10)	2021	$	371,161	$	25,000	$	173,500	$	—	$	464,638	$	66,416	$	1,100,716
Senior Vice President,	2020	$	357,134	$	—	$	280,125	$	—	$	210,847	$	31,489	$	879,595
General Counsel, Chief	2019	$	346,847	$	—	$	258,800	$	—	$	510,339	$	30,325	$	1,146,311
Compliance Officer, and												$	-
Secretary												$	-

Susan J. Cupero (11)	2021	$	285,577			$	451,250	$	—	$	357,500	$	61,073	$	1,155,400
Vice President, Sales	2020	$	215,388			$	63,323	$	—	$	113,214	$	23,938	$	415,862
	2019	$	194,604			$	29,378	$	—	$	136,990	$	20,772	$	381,744

Lane A. Tobiassen (12)	2021	$	103,009			$	21,808	$	—	$	—	$	242,810	$	367,627
Former President,	2020	$	314,316			$	-	$	—	$	201,351	$	26,162	$	541,829
Firearms divison	2019	$	291,599			$	258,800	$	—	$	84,254	$	15,879	$	650,532

Set forth below is the maximum value for the PSUs granted to the named executive officers during fiscal 2021 (i.e., 200% of the target award value).

Name	Car Allowance		Reimbursement for Insurance Premiums (4a)		Matching Contributions to Defined Contribution Plan		Payments Under Profit Sharing Plan (4b)		Housing Allowance		Severance Payments		Other			Total (5)
Mark P. Smith	$	18,000	$	10,294	$	8,012	$	42,750	$	—	$	—	$	38,054	(4c)	$	117,110
Brian D. Murphy	$	6,000	$	9,974	$	2,567	$	—	$	—	$	—	$	14,702	(4d)	$	33,243
Deana L. McPherson	$	11,600	$	4,091	$	8,535	$	42,750	$	—	$	—	$	—		$	66,976
Jeffrey D. Buchanan	$	4,000	$	2,325	$	978	$	—	$	6,250	$	—	$	9,555	(4e)	$	23,108
Robert J. Cicero	$	10,800	$	4,455	$	8,375	$	42,750	$	—	$	—	$	37	(4f)	$	66,416
Susan J. Cupero	$	9,000	$	756	$	8,567	$	42,750	$	—	$	—	$	—		$	61,073
Lane A. Tobiassen	$	2,700	$	222	$	5,576	$	—	$	—	$	230,256	$	4,056	(4g)	$	242,810

The following table sets forth certain information with respect to grants of plan-based awards to our named executive officers during the fiscal year ended April 30, 2021.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)(3)		Options (#)		Awards ($/Sh)		Awards (4)
Mark P. Smith	8/25/2020	$	—	$	—	$	—	$	—	$	—	$	—		28,952	$	—	$	—	$	500,001
	8/25/2020		—		—		—		11,001		28,951		57,902		—		—		—	$	568,598

Brian D. Murphy			—		—		—		—		—		—		—		—		—		—

Deana L. McPherson	9/8/2020		—		—		—		—		—		—		10,000		—		—	$	173,500

Jaffrey D. Buchanan			—		—		—		—		—		—		—		—		—		—

Robert J. Cicero	9/8/2020		—		—		—		—		—		—		10,000		—		—	$	173,500

Susan J. Cupero	8/24/2020		—		—		—		—		—		—		2,152		—		—	$	15,252
	9/8/2020		—		—		—		—		—		—		10,000		—		—	$	173,500
	9/9/2020		—		—		—		—		—		—		7,357		—		—	$	124,995
	9/9/2020		—		—		—		2,796		7,357		14,714		—		—		—	$	137,502

Lane A. Tobiassen	8/24/2020		—		—		—		—		—		—		3,473		—		—	$	21,808

Reference is made to “Compensation Discussion and Analysis — Executive Summary — Highlights of Fiscal 2021 Compensation Program” for certain changes affecting fiscal 2021 compensation for our named executive officers.

The following table sets forth information with respect to outstanding equity awards held by our named executive officers as of April 30, 2021.

	Stock Awards
					Market			Equity Incentive			Equity Incentive
		Number			Value of			Plan Awards:			Plan Awards:
		of			Shares or			Number of			Market or
		Shares or			Units of			Unearned			Payout Value
		Units of			Stock			Shares, Units			of Unearned
	Stock	Stock			That Have			or Other			Shares, Units or
	Award	That Have			Not			Rights That			Other Rights
	Grant	Not			Vested			Have Not			That Have
Name	Date (1)	Vested			(2)			Vested (4)			Not Vested (2)
Mark P. Smith	4/27/2017		3,250			$	56,550
	4/26/2018								28,800	(5)		$	501,120
	4/26/2018		6,500			$	113,100
	4/30/2019								28,800	(5)		$	501,120
	4/30/2019		9,750			$	169,650
	4/6/2020								89,742	(5)		$	1,561,511
	4/6/2020		44,872			$	780,773
	8/25/2020		28,952	(3)		$	503,765
	8/25/2020								57,902			$	1,007,495
Brian D. Murphy	4/27/2017		1,100			$	19,140
	4/26/2018								28,800	(5)		$	501,120
	4/26/2018		6,500			$	113,100
	4/30/2019								28,800	(5)		$	501,120
	4/30/2019		9,750			$	169,650
	4/6/2020								89,742	(5)		$	1,561,511
	4/6/2020		44,872			$	780,773
Deana L. McPherson	6/15/2017		1,146	(3)		$	19,940
	6/15/2018		2,292	(3)		$	39,881
	6/15/2019		3,438	(3)		$	59,821
	4/6/2020		16,026			$	278,852
	4/6/2020								32,050	(5)		$	557,670
	9/8/2020		10,000	(6)		$	174,000
Jeffrey D. Buchanan (7)
Robert J. Cicero	4/27/2017		3,250			$	56,550
	4/26/2018								28,800	(5)		$	501,120
	4/26/2018		6,500			$	113,100
	4/30/2019								28,800	(5)		$	501,120
	4/30/2019		9,750			$	169,650
	4/6/2020								32,050	(5)		$	557,670
	4/6/2020		16,026			$	278,852
	9/8/2020		10,000	(6)		$	174,000
Susan J. Cupero	6/15/2017		300	(3)		$	5,220
	6/15/2017		268	(3)		$	4,663
	6/15/2018		1,152	(3)		$	20,045
	6/15/2019		1,729	(3)		$	30,085
	3/15/2020		4,687	(3)		$	81,554
	8/24/2020		1,805	(3)		$	31,407
	9/8/2020		10,000	(6)		$	174,000
	9/9/2020		7,357	(3)		$	128,012
	9/9/2020								14,714			$	256,024
Lane A. Tobiassen (7)

See “Compensation Discussion and Analysis — Executive Summary — Highlights of Fiscal 2021 Compensation” for certain changes affecting fiscal 2021 compensation for our named executive officers.

The following table describes, for the named executive officers, the number of shares acquired and the value realized on the exercise of options and vesting of stock awards during the fiscal year ended April 30, 2021.

We maintain our Profit Sharing and Investment Plan, or 401(k) Plan, a retirement plan intended to be tax-qualified under Section 401(a) of the Code and under which 401(k), Roth, matching, and discretionary profit-sharing contributions are authorized. All profit-sharing contributions vest immediately and all matching contributions vest 50% after one year and 100% after two years. The plan covers substantially all of our employees, including our executive officers, subject to meeting applicable eligibility requirements.

Employees become eligible to make 401(k) and Roth contributions and to receive matching contributions on the first day of the month after their date of hire. Subject to certain Code limitations, the plan permits non-highly compensated employees to make 401(k) and Roth contributions of up to 100% of their eligible compensation. Subject to certain Code limitations, we make discretionary matching contributions with respect to our employees’ 401(k) and Roth contributions. For the plan years ended April 30, 2021, 2020, and 2019, we made matching contributions equal to 50% of participants’ 401(k) and Roth contributions, up to 6% of their eligible compensation.

Employees become eligible to receive profit sharing contributions on the first day of the plan year subsequent to when they complete one year of eligible service and must be employed on the last day of the plan year, in order to receive a profit-sharing contribution, if any, for that plan year. For the fiscal year ended April 30, 2021, we made profit sharing contributions equal to approximately 4.5% of the operating

profit of our company. Operating profit under the plan is defined as income before interest and state and federal income taxes. Profit sharing contributions are allocated to eligible participants in proportion to their eligible compensation (subject to certain Code limitations).

We do not offer any defined benefit pension plan to any of our executive officers.

We offer a Nonqualified Supplemental Deferred Compensation Plan, which is an unfunded deferred compensation plan that is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder. The plan provides deferred compensation benefits to a select group of management or highly compensated employees, as selected (in each case) by our company.

The plan allows participants to prospectively elect to defer up to 50% of base salary and up to 100% of certain cash bonuses. In the event that salary deferred into the 401(k) Plan must be returned to a participant under the Code’s 401(k) rules, a comparable amount of salary may be deferred into the plan by the participant if the participant has made such an election. In addition, our company will make non-elective contributions to the extent necessary to compensate participants for the amount of their “profit sharing” contribution that cannot be made to the 401(k) Plan due to the limitations of Section 415 of the Code. Additional discretionary non-elective contributions may also be made. Participant deferrals and non-elective contributions are, at all times, 100% vested.

A participant’s deferrals and non-elective contributions are credited to a deferred compensation account and held in a “rabbi trust” until the occurrence of an applicable distributable event. All of the assets of the rabbi trust will be subject to the claims of creditors of our company and participating affiliates, as applicable. The distributable events include the following:

Distributable amounts are paid in the form of a lump sum cash payment or, for certain distributions, in a fixed number of cash installment payments, as elected by the participant.

A menu of investment options is made available to participants, and each participant will be able to select from such investment options, which will be used to determine the earnings, gains, and losses to be credited to the deferred amounts. We are not required to invest a participant’s account in the investment options selected because they are used only for purposes of determining the earnings, losses, and gains to be credited to a participant’s account. We retain the discretion to amend or terminate the plan at any time (provided no such action affects a participant’s right to receive the full amount of his or her account balance).

The following table sets forth, for the named executive officers, earnings, distributions, and year-end account balances with respect to the Nonqualified Supplemental Deferred Compensation Plan.

Employment Agreements and Severance Arrangements with Our Named Executive Officers

On April 4, 2020, we entered into an employment agreement with each of Messrs. Smith and Murphy, as Co-Presidents and Co-Chief Executive Officers, effective as of January 15, 2020. On August 24, 2020, the effective date of the Separation, Mr. Smith became the sole President and Chief Executive Officer of our company and Mr. Murphy resigned all positions with our company and our subsidiaries and became the President and Chief Executive Officer of AOUT. Our employment agreement with Mr. Murphy was deemed to have been assigned to AOUT effective on August 24, 2020.

Under the terms of his employment agreement, Mr. Smith is entitled to an annual base salary that is subject to annual review by our Board of Directors or a committee thereof. Mr. Smith is also eligible to participate in our executive compensation programs, to receive a discretionary annual cash bonus under our annual cash incentive program as determined by our Board of Directors or a committee thereof, and to receive annual and periodic stock-based compensation awards as determined by our Board of Directors or a committee thereof. Mr. Smith is entitled to receive other standard benefits, including a car allowance of $1,500 per month; participation in any group health insurance, pension, retirement, vacation, expense reimbursement, relocation program (as applicable), and other plans, programs, and benefits approved by our Board of Directors or a committee thereof and made available from time to time to our other executive employees; and certain insurance benefits (including the reimbursement of reasonable insurance premiums for a key person term-insurance policy). If we unilaterally terminate Mr. Smith’s employment without cause, he will receive (i) his base salary for a period of 18 months after such termination; (ii) a pro rata portion of his annual cash bonus for the fiscal year in which the termination occurs to the extent earned under the then applicable executive annual cash incentive program; (iii) at our option, either (x) coverage under our medical plan to the extent provided for him pursuant to his employment agreement at the termination, such benefits to be received for a period of 18 months after the termination, or (y) reimbursement for the COBRA premium for such coverage through the earlier of such 18-month period or the COBRA eligibility period; and (iv) a vested pro rata portion of stock-based awards scheduled to vest in the fiscal year of the termination.

If Mr. Smith’s employment is terminated by reason of his death or disability, if Mr. Smith unilaterally terminates his employment, or if Mr. Smith engages in an act or acts involving a crime, moral turpitude, fraud, or dishonesty, or Mr. Smith willfully violates in a material respect our Corporate Governance Guidelines, Code of Conduct, or Code of Ethics for the Chief Executive Officer and Senior Financial Officers, Mr. Smith shall receive no further base compensation under his employment agreement.

If Mr. Smith’s employment is terminated by reason of his death or disability, if we unilaterally terminate Mr. Smith’s employment without cause, or if Mr. Smith voluntarily terminates his employment, or is terminated by our company, following a qualifying change in control event as described below, the

employment agreement for Mr. Smith provides that he will receive, for the fiscal year of the notice of termination, any earned bonus, on a pro-rated basis, based on the performance goals actually achieved for the fiscal year of the notice of termination, as determined in the sole discretion of our Board of Directors or a committee thereof, at the time such bonuses are paid to our other employees.

Mr. Smith’s employment agreement provides that, in the event of a change in control of our company (as defined in the employment agreement), Mr. Smith may, at his option and upon written notice to us, terminate his employment, unless (i) the provisions of his employment agreement remains in full force and effect and (ii) he suffers no reduction in his status, duties, authority, or compensation following the change in control, provided that he will be considered to suffer a reduction in his status, duties, or authority if, after the change in control, (a) he is not the chief executive officer of the company that succeeds to our business; (b) such company’s stock is not listed on a national stock exchange; or (c) such company terminates his employment or reduces his status, duties, authority, or compensation within one year of the change in control. If, within one year of a change of control, Mr. Smith terminates his employment due to the change in control following which the employment agreement does not remain in full force and effect or his status, duties, authority, or compensation have been reduced, or such company terminates Mr. Smith, he will receive (A) his base salary for a period of 18 months after such termination; (B) an amount equal to 150% of the average of his cash bonus paid for each of the two fiscal years immediately preceding his termination, which will be paid over the 18-month period after such termination; (C) his car allowance for a period equal to 18 months after such termination; and (D) at our option, either (x) coverage under our medical plan to the extent provided for him at the date of termination for a period equal to 18 months after such termination or (y) reimbursement for the COBRA premium for such coverage through the earlier of such 18-month period or the COBRA eligibility period. In addition, all unvested stock-based compensation held by Mr. Smith in his capacity as an employee on the effective date of the termination will vest as of the effective date of such termination.

The employment agreement prohibits Mr. Smith from competing with us for a period equal to 18 months following the termination of his employment with us, regardless of the reason therefor, in any state or other geographical area in which we sell products or provide services during his employment with us. The employment agreement also prohibits Mr. Smith from soliciting, seeking to hire, or hiring any person or persons who is employed by or was employed by us within 12 months of the termination of his employment for a period equal to 18 months following the termination of his employment with us.

We and Mr. Buchanan were parties to a severance and change in control agreement, which is referred to as the Severance Agreement. Pursuant to his Severance Agreement, if we terminated Mr. Buchanan’s employment without Good Cause, or Mr. Buchanan terminated his employment for Good Reason (each as defined in the Severance Agreement), Mr. Buchanan would receive certain payments and benefits, subject to the terms and conditions set out in his Severance Agreement. These payments and benefits include continuation of base salary and payment of a pro rata portion of his cash incentive bonus to the extent earned under the then-applicable executive annual cash incentive program. These payments and benefits are described below under “Potential Payments Upon Termination or Change in Control.”

On August 5, 2020, in recognition of the long and valuable services provided by Mr. Buchanan to our company, we and Mr. Buchanan entered into an agreement, which we refer to as the Retirement Agreement, in connection with Mr. Buchanan’s retirement from our company, effective as of the close of business on August 23, 2020 or such other earlier date as may be accepted by the Chief Executive Officer. Pursuant to the Retirement Agreement, Mr. Buchanan retired as Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer and from all other positions with our company and our subsidiaries and affiliates, as we previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2020.

Pursuant to the Retirement Agreement and in connection with Mr. Buchanan’s retirement, (i) the restricted stock units held by Mr. Buchanan were accelerated; (ii) the performance stock units held by Mr.

Buchanan were accelerated at target and were converted into 50,200 shares of our common stock; (iii) the holding period on the shares underlying or associated with the accelerated restricted stock units or performance stock units were waived, provided that Mr. Buchanan may not sell any such shares prior to October 1, 2020 when he completes the transition of his duties; (iv) Mr. Buchanan will remain on the payroll of our company until September 30, 2020 to complete the transition of his duties; (v) the period of non-competition set forth in Section 4(b) of the Severance Agreement was extended from 12 months to 24 months; and (vi) Mr. Buchanan will not receive any cash payments, whether provided for in Sections 2 and 3 of the Severance Agreement, or otherwise, and Sections 2 and 3 of the Severance Agreement will no longer have any force or effect.

On May 24, 2021, in connection with Mr. Cicero’s retirement, we and Mr. Cicero entered into a separation and release agreement, or the Separation Agreement, which includes a general release of all claims, or the General Release, as an exhibit thereto. Pursuant to the Separation Agreement, Mr. Cicero’s roles as our Chief Compliance Officer, General Counsel, and Secretary ceased effective as of August 1, 2021, or the Transition Date. However, from the Transition Date through September 10, 2021, or the Termination Date, Mr. Cicero will continue to be employed with our company in a non-executive capacity on a full-time basis, and will assist us with respect to all transition matters and perform such duties as may reasonably be requested.

Pursuant to the Separation Agreement, if Mr. Cicero signs and does not revoke the Separation Agreement or the General Release, during the Revocation Period (as defined in the Separation Agreement), (a) commencing on the first regular payroll date immediately following the end of the Revocation Period, we will continue to pay to Mr. Cicero his annual base salary for a period of 26 weeks in accordance with our normal payroll processing, and (b) if Mr. Cicero (or Mr. Cicero and Mr. Cicero’s eligible dependents) timely and properly elects medical and dental insurance continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, we will continue to pay the cost of the COBRA premiums until the earlier of 26 weeks following the Termination Date, or the termination of Mr. Cicero’s rights under COBRA.

As of the Termination Date, Mr. Cicero acknowledges and agrees that the Separation Agreement and General Release will supersede and replace all benefits, rights, and obligations in connection with Mr. Cicero’s employment with our company, including, without limitation, any rights or benefits under our executive severance pay plan. Accordingly, Mr. Cicero further acknowledges and agrees that the Separation Agreement and General Release sets forth all compensation and benefits to which Mr. Cicero is entitled and will be paid to Mr. Cicero in full satisfaction thereof, in connection with Mr. Cicero’s employment with our company.

The treatment of Mr. Cicero’s outstanding equity awards on account of his separation with our company will be governed by the terms and conditions set forth in Mr. Cicero’s existing equity award agreements entered into with our company as well as the applicable equity award plan under which such equity awards had been granted.

We and Mr. Tobiassen were parties to an employment change letter, which is referred to as the Offer Letter. As described in the Offer Letter, on March 7, 2019, Mr. Tobiassen became President of the Firearms division of our company, becoming eligible to participate in the Executive Severance Plan of our company (as described below). At that time, our company agreed to honor and continue the benefits for which Mr. Tobiassen had been eligible under his prior employment arrangement, which our company assumed in the acquisition of Crimson Trace Corporation, an Oregon corporation. In the event Mr. Tobiassen terminated his employment for Good Reason, or his employment was terminated without Good Cause (each as defined in the Executive Severance Plan), Mr. Tobiassen would receive (i) salary continuation for 52 weeks plus $50,000, and (ii) reimbursement for the cost of healthcare continuation

coverage for 52 weeks. Pursuant to the Offer Letter and in connection with Mr. Tobiassen’s separation from our company, (i) Mr. Tobiassen’s salary will continue for 52 weeks plus $50,000; (ii) Mr. Tobiassen will be reimbursed for the cost of healthcare continuation coverage for 52 weeks; and (iii) we accelerated a total of 5,313 RSUs for Mr. Tobiassen. Mr. Tobiassen separated from our company effective August 1, 2020.

We have adopted the Smith & Wesson Brands, Inc. Executive Severance Pay Plan, which is referred to as the Executive Severance Plan, for the benefit of (i) any person appointed by our Board of Directors as an Executive Officer of our company, who is not covered by a separate employment agreement, severance agreement, change in control agreement, or similar agreement covering such Executive Officer’s severance, or (ii) any other officer of our company or of an Applicable Subsidiary (as defined in the Executive Severance Plan) that is selected by the plan administrator (currently, the Compensation Committee) in its sole and absolute discretion. Severance eligibility for Messrs. Smith and Buchanan are or were covered under other agreements and therefore they are not covered under the Executive Severance Plan. Mr. Smith is the only current named executive officer that is covered under an employment agreement. Mr. Buchanan, our former Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer of our company, is covered under his Retirement Agreement. Mr. Cicero and Mses. McPherson and Cupero were the only named executive officers who participated in the Executive Severance Plan during fiscal 2021, but the plan also covers any other person that meets the eligibility requirements. Following his Separation, Mr. Tobiassen, our former President of the Firearms division, was covered under his Separation Agreement. Following his retirement, Mr. Cicero, our former Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary, is covered under his Separation Agreement.

Pursuant to the Executive Severance Plan, if we terminate a participating executive without Good Cause (other than due to death or disability) or a participating executive resigns for Good Reason (each as defined in the Executive Severance Plan), he or she will receive certain payments and benefits, subject to the terms and conditions set out in the Executive Severance Plan. These payments and benefits include continuation of base salary, payment of a pro rata portion of his or her cash incentive bonus, and reimbursement for the cost of healthcare continuation coverage for the participating executive and his or her eligible dependents. These payments and benefits are described below under “Potential Payments Upon Termination or Change in Control.”

In addition, if we terminate a participating executive during a Potential Change in Control Protection Period or Change in Control Protection Period or a participating executive resigns following an Adverse Change in Control Effect (each as defined in the Executive Severance Plan), he or she will receive certain payments and benefits, subject to the terms and conditions set out in the Executive Severance Plan. These payments and benefits include continuation of base salary, a lump sum cash payment equal to the average of the cash incentive bonuses paid to the executive for each of the preceding two fiscal years, vesting of all stock-based compensation granted to the executive in his or her capacity as an employee of our company, and reimbursement for the cost of healthcare continuation coverage for the participating executive and his or her eligible dependents. These payments and benefits are described below under “Potential Payments Upon Termination or Change in Control.”

Our obligations under the Executive Severance Plan are contingent upon (i) the participating executive executing (and not revoking during any applicable revocation period) and not violating any provision of a valid and enforceable full and unconditional release of all claims against us or any of our affiliates, and (ii) the participating executive’s full compliance with any and all non-competition, non-solicitation, and similar agreements by which the participating executive was bound as of the effective date of his or her termination or resignation.

Termination by Us Without Good Cause or by the Executive with Good Reason — No Change in Control

Pursuant to his Employment Agreement, if we unilaterally terminate Mr. Smith’s employment without cause, other than in connection with a Change in Control, death, or disability, he will receive the following payments and benefits, subject to the terms and conditions set out in his Employment Agreement:

Pursuant to his Retirement Agreement, Mr. Buchanan received the following payments upon the completion of the Separation:

Pursuant to his Separation Agreement, Mr. Tobiassen received the following payments upon the completion of the Separation: