Item 9A. Controls and Procedures
ITEM 9A—CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
The Company conducted an evaluation, with the
participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended,
as of December 31, 2024. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of
December 31, 2024, the Company’s disclosure controls and procedures over financial reporting were effective.
Management’s Report on Internal Control over Financial
Reporting
The Company’s management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company conducted an evaluation, with the
participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over financial
reporting as of December 31, 2024. This evaluation was performed based on the criteria established in “Internal Control —
Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.
Management has concluded that the Company maintained
effective internal control over financial reporting as of December 31, 2024, based on criteria established in “Internal Control —
Integrated Framework” issued by the COSO in 2013.
The effectiveness of the Company’s internal
control over financial reporting as of December 31, 2024 has been audited by RSM US LLP, an independent registered public accounting firm,
as stated in their report which is included in this Form 10-K.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal control
over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
80
New York Stock Exchange Certification
Pursuant to Section 303A.12(a) of the New York
Stock Exchange Listed Company Manual, the Company submitted an unqualified certification of our Chief Executive Officer to the New York
Stock Exchange in 2024. The Company has also filed, as exhibits to this Annual Report on Form 10-K, the Chief Executive Officer and Chief
Financial Officer Certifications required under the Sarbanes-Oxley Act of 2002.
ITEM 9B—OTHER INFORMATION
Rule 10b5-1 Trading Plans
The adoption or termination
of contracts, instructions or written plans for the purchase and sale of the Company’s securities by the Company’s Section
16 officers or directors for the three months ended December 31, 2024, each of which is intended to satisfy the affirmative defense conditions
of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:
Name Title Action Date
Adopted Expiration
Date Aggregate # of
Securities to be
Purchased/Sold
John A. Cosentino, Jr. (1) Director Adoption of Rule 10b5-1 Plan November 14, 2024 November 14, 2025 5,000
(1) John A. Cosentino, Jr., a director of the Company, entered into a Rule 10b5-1 Plan on November 14, 2024. Mr. Cosentino’s Rule
10b5-1 Plan provides for the potential sale of up to 5,000 shares of the Company’s common stock. The Rule 10b5-1 Plan expires on
November 14, 2025, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
None of the Company’s directors or Section 16 officers
adopted or terminated a “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K during the three months
ended December 31, 2024.
ITEM 9C—DISCLOSURE REGARDING
FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
81
PART III
ITEM 10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning the Company’s directors,
including the Company’s separately designated standing audit committee, and on the Company’s code of business conduct and
ethics required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting
of Stockholders scheduled to be held May 29, 2025, which will be filed with the SEC in April 2025.
Information concerning the Company’s executive
officers required by this Item is set forth in Item 1 of this Annual Report on Form 10-K under the caption “Executive Officers of
the Company.”
Information concerning beneficial ownership reporting
compliance required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting
of Stockholders scheduled to be held May 29, 2025, which will be filed with the SEC in April 2025.
ITEM 11—EXECUTIVE COMPENSATION
Information concerning director and executive
compensation required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting
of Stockholders scheduled to be held May 29, 2025, which will be filed with the SEC in April 2025.
ITEM 12—SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning the security ownership
of certain beneficial owners and management and related stockholder matters required by this Item is incorporated by reference from the
Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders scheduled to be held May 29, 2025, which will be
filed with the SEC in April 2025.
82
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information regarding
compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2024:
Equity Compensation Plan Information
Plan category
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) *
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
Equity compensation plans approved by security holders
2017 Stock Incentive Plan
90,940
—
0
2023 Stock Incentive Plan
298,421
—
845,399**
Equity compensation plans not approved by security holders
None.
Total
398,361
—
845,399
* Restricted stock units are settled in shares of common stock or the cash equivalent. Accordingly, the
weighted-average exercise price is not applicable.
** Includes 151,386 unused shares previously
authorized for issuance under the 2017 SIP that are now incorporated into and issuable under the 2023 SIP.
ITEM 13—CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information concerning certain relationships and
related transactions required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025
Annual Meeting of Stockholders scheduled to be held May 29, 2025.
ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning the Company’s principal
accountant fees and services and the pre-approval policies and procedures of the audit committee of the board of directors required by
this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders scheduled
to be held May 29, 2025, which will be filed with the SEC in April 2025.
83
PART IV
ITEM 15—EXHIBITS AND FINANCIAL STATEMENT
SCHEDULE
(a) Exhibits and
Financial Statement Schedule
(1) Financial Statements
can be found under Item 8 of Part II of this Form 10-K
(2) Schedule can
be found on Page 87 of this Form 10-K
(3) Listing of
Exhibits:
Exhibit 3.1
Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 4.1 to the Form S-8 Registration Statement previously filed by the Company File No. 333-272443 on June 6, 2023).
Exhibit 3.2
Bylaws of the Company, as amended through November 12, 2019 .
Exhibit 4.1
Description of the Company’s Securities .
Exhibit 10.1
Severance Agreement, dated as of November 25, 2024, by and between the Company and Thomas A. Dineen (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024). **
Exhibit 10.2
Severance Agreement, dated as of November 25, 2024 by and between the Company and Kevin B. Reid, Sr. (Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).**
Exhibit 10.3
Transition Services and Consulting Agreement, dated August 1, 2016, by and between the Company and Michael O. Fifer (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).**
Exhibit 10.4
Amended and Restated Agreement, dated November 10, 2020, by and between the Company and Christopher J. Killoy (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on November 12, 2020).**
Exhibit 10.5
Executive Severance Agreement, dated November 25, 2024, by and between the Company and Shawn C. Leska (Incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).**
84
Exhibit 10.6
Loan Agreement, dated January 7, 2022 between Sturm, Ruger & Company, Inc. and Regions Bank . (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2022) , as amended by that certain Amendment to Credit Agreement, dated November 3, 2022, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022) and that certain Second Amendment to Loan Agreement, dated June 6, 2024, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2024).
Exhibit 10.7
The Sturm, Ruger & Company, Inc. 2017 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on March 27, 2017).**
Exhibit 10.8
The Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on April 20, 2023)**
Exhibit 10.9
Separation Agreement, dated as of December 21, 2023 by and between Sturm, Ruger, & Co., Inc. and Thomas P. Sullivan (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2023).**
Exhibit 10.10
Employment Agreement, dated as of January 15, 2025, by and between the Company and Todd W. Seyfert (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 17, 2025). **
Exhibit 19.1
Sturm Ruger & Company, Inc. Insider Trading Policy
Exhibit 23.1
Consent of RSM US LLP
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
Exhibit 31.2
Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
Exhibit 32.1
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2
Certification of the Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
85
Exhibit 97
Executive Compensation Clawback Policy
Exhibit 101.INS*
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH*
Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104*
Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*Filed herewith
**Indicates management contract or compensatory plan or arrangement
86
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
STURM, RUGER & COMPANY, INC.
(Registrant)
S/THOMAS A. DINEEN
Thomas A. Dineen
Principal Financial Officer
Principal Accounting Officer, Senior Vice President,
Treasurer, and Chief Financial Officer
February 19, 2025
Date
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
S/CHRISTOPHER J. KILLOY
2/19/25
S/RONALD C. WHITAKER
2/19/25
Christopher J. Killoy
Chief Executive Officer, Director
(Principal Executive Officer)
Ronald C. Whitaker
Director
S/JOHN A. COSENTINO, JR.
2/19/25
S/PHILLIP C. WIDMAN
2/19/25
John A. Cosentino, Jr.
Director
Phillip C. Widman
Director
S/AMIR P. ROSENTHAL
2/19/25
S/SANDRA S. FROMAN
2/19/25
Amir P. Rosenthal
Director
Sandra S. Froman
Director
S/TERRENCE G. O’CONNOR
2/19/25
S/REBECCA S. HALSTEAD
2/19/25
Terrence G. O’Connor
Director
Rebecca S. Halstead
Director
S/MICHAEL O. FIFER
2/19/25
S/THOMAS A. DINEEN
2/19/25
Michael O. Fifer
Director
Thomas A. Dineen
Principal Financial Officer
Principal Accounting Officer, Senior Vice
President, Treasurer, and Chief Financial Officer
87
EXHIBIT INDEX
Page
No.
Exhibit 3.1
Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 4.1 to the Form S-8 Registration Statement previously filed by the Company File No. 333-272443 on June 6, 2023).
Exhibit 3.2
Bylaws of the Company, as amended through November 12, 2019 .
Exhibit 4.1
Description of the Company’s Securities .
Exhibit 10.1
Severance Agreement, dated as of November 25, 2024, by and between the Company and Thomas A. Dineen (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024). **
Exhibit 10.2
Severance Agreement, dated as of November 25, 2024 by and between the Company and Kevin B. Reid, Sr. (Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).**
Exhibit 10.3
Transition Services and Consulting Agreement, dated August 1, 2016, by and between the Company and Michael O. Fifer (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).**
Exhibit 10.4
Amended and Restated Agreement, dated November 10, 2020, by and between the Company and Christopher J. Killoy (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on November 12, 2020).**
Exhibit 10.5
Executive Severance Agreement, dated November 25, 2024, by and between the Company and Shawn C. Leska (Incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).**
Exhibit 10.6
Loan Agreement, dated January 7, 2022 between Sturm, Ruger & Company, Inc. and Regions Bank . (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2022) , as amended by that certain Amendment to Credit Agreement, dated November 3, 2022, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022) and that certain Second Amendment to Loan Agreement, dated June 6, 2024, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2024).
88
EXHIBIT INDEX (continued)
Exhibit 10.7
The Sturm, Ruger & Company, Inc. 2017 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on March 27, 2017)
Exhibit 10.8
The Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on April 20, 2023).**
Exhibit 10.9
Separation Agreement, dated as of December 21, 2023 by and between Sturm, Ruger, & Co., Inc. and Thomas P. Sullivan (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2023).**
Exhibit 10.10
Employment Agreement, dated as of January 15, 2025, by and between the Company and Todd W. Seyfert (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 17, 2025). **
Exhibit 19.1
Sturm Ruger & Company, Inc. Insider Trading Policy
Exhibit 23.1
Consent of RSM US LLP
93
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
94
Exhibit 31.2
Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
96
Exhibit 32.1
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
98
Exhibit 32.2
Certification of the Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99
Exhibit 97
Executive Compensation Clawback Policy
Exhibit 101.INS*
Inline XBRL Instance Document– the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH*
Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
89
Exhibit 101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104*
Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*Filed herewith
**Indicates management contract or compensatory plan or arrangement
90
YEAR ENDED DECEMBER 31, 2024
STURM, RUGER & COMPANY, INC.
ITEMS 15(a)
FINANCIAL STATEMENT SCHEDULE
91
Sturm, Ruger & Company, Inc.
Item 15(a)--Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts
(In Thousands)
COL. A
COL. B
COL. C
COL. D
COL. E
ADDITIONS
Description
Balance at
Beginning
of Period
(1)
Charged
(Credited) to
Costs and
Expenses
(2)
Charged to
Other
Accounts
–Describe
Deductions
Balance
at End
of
Period
Deductions from asset accounts:
Allowance for doubtful accounts:
Year ended December 31, 2024
$ 400
$ —
$ —
$ 400
Year ended December 31, 2023
$ 400
$ —
$ —
$ 400
Year ended December 31, 2022
$ 400
$ —
$ —
$ 400
Allowance for discounts:
Year ended December 31, 2024
$ 1,164
$ 12,241
$ 12,095 (a)
$ 1,310
Year ended December 31, 2023
$ 1,334
$ 12,540
$ 12,710 (a)
$ 1,164
Year ended December 31, 2022
$ 1,169
$ 13,849
$ 13,684 (a)
$ 1,334
(a) Discounts taken
92