Beretta Holding Nominates Four Highly Qualified, Independent Director Candidates to Ruger Board of Directors
Highlights That Ruger’s Recent Reactive and Inadequate Board Self-Refreshment Leaves Entrenched Leadership and Governance Failures Unaddressed
Details Sustained Shareholder Value Destruction Driven by Margin Compression, Alarming Misalignment of Interests, Ineffective Capital Allocation and Strategic Missteps
Nominates Highly Qualified and Independent Director Candidates with Proven Capital Allocation, Operating, Industry, and Corporate Governance Expertise to Help Restore Accountability and Maximize Shareholder Value
LUXEMBOURG--(BUSINESS WIRE)--Feb. 26, 2026--
“Beretta Holding is the largest shareholder of Ruger and one of the most experienced operators in the global firearms industry. For more than five centuries, we have navigated demand cycles, regulatory changes and technological disruption while building durable, profitable businesses grounded in disciplined leadership, continuous innovation, high-quality products and modern manufacturing – all underpinned by a governance culture grounded in accountability and long-term stewardship. We invested in Ruger because we believe in the strength of its storied American brand, meaningful assets and deeply loyal customer base. We did not invest to be adversarial. From the outset, our goal has been collaborative engagement focused on how we can partner with Ruger to improve performance and deliver sustainable long-term value for all shareholders, employees and customers. We have also been clear about our desire to increase our ownership stake to further align on paths to value creation that benefit all shareholders.
Ruger recently announced a board refresh as a fait accompli. As Ruger’s largest shareholder, we would have expected to have had meaningful dialogue with Ruger prior to such announcement. We are concerned that the newly appointed directors not only lack any public company experience, but also lack the necessary capital markets and capital allocation expertise to address the underlying causes of Ruger’s sustained underperformance. In our view, this so-called refreshment is largely cosmetic and is structured to protect the interests of incumbent directors. As a result, it falls short of delivering the substantive change needed to strengthen accountability and drive long-term shareholder value.
Despite having lengthy tenures, the remaining incumbent directors collectively have de minimis shareholdings in the Company – approximately 1.0% ownership over their 65+ years of collective service – leading us to question whether they are more interested in defending their gratuitous all-cash retainers than in creating value for shareholders.1 Rather than demonstrating meaningful alignment with shareholders, insiders have, in the aggregate, been net sellers of Ruger stock, raising serious questions about whether the Board’s incentives are aligned with long-term value creation.2
The consequences of these issues are tangible. Despite operating in the same macroeconomic and regulatory environment as its peers – and during one of the most favorable demand environments in the Company’s history – Ruger has consistently lagged the firearms industry, delivered negative long-term shareholder returns and experienced sustained earnings and margin compression. Notably, net income has declined by more than 90% from its peak and now sits at its lowest level in a decade, reflecting a failure to translate opportunity into durable value creation. Ruger’s shares have also severely underperformed peers and relevant benchmarks over the past decade. In fact, the Company has lagged its closest public competitor, Smith & Wesson Brands, Inc., by -57.1% and the Russell 2000 by -81.5% over the last three years.3
After careful consideration, we now believe the only remaining path forward for shareholders is to seek meaningful boardroom change at the upcoming Annual Meeting. That is why we have made the decision to nominate four highly qualified, independent director candidates for election to the Board.
For too long, Ruger’s Board has prioritized its own interests and self-preservation over accountability to the Company’s owners, the shareholders. The Board has a fiduciary duty to prioritize shareholder interests, yet the current Board’s actions have too often insulated incumbents. We believe shareholder-appointed directors are absolutely necessary to restore proper alignment, strengthen oversight and ensure that Ruger is operated with a singular focus on maximizing long-term value for shareholders, employees and customers. Our nominees bring deep capital allocation, operating, industry and corporate governance expertise and are prepared to step into the boardroom to introduce the disciplined oversight and fresh perspectives necessary to reverse value destruction and rebuild investor confidence.”
Director Candidate Biographies
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Mr. Christodolou is the Manager ofInwood Capital Management, LLC , an investment firm he founded in 2000.
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Prior to founding
Inwood Capital Management ,Mr. Christodolou spent his early career atBass Brothers/Taylor & Company , an investment firm associated with the Bass family, where he led numerous constructive activist investment initiatives.
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Mr. Christodolou serves on the boards of directors at (NYSE: LNN), where he served as Chairman from 2003-2015, and atLindsay Corporation (NYSE: NTST).NETSTREIT
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He also previously served on the boards of directors of the following public companies:
Omega Protein Corporation until its acquisition in 2017, (NYSE: FPI), andFarmland Partners Inc .XTRA Corporation until it was acquired by Berkshire Hathaway Inc. in 2001.
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Mr. Detwiler currently serves as co-founder and Managing Partner ofFernbrook Capital Management , an investment firm.
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Previously,
Mr. Detwiler was a Managing Director atGLC Advisors & Co. , an investment banking firm, and prior to that, he served as Chief Investment Officer ofUnited Safety Ltd. , a global provider of industrial safety services.
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Earlier in his career,
Mr. Detwiler co-foundedWatch Hill Partners andThree Ocean Partners , where he led the principal investing platforms across both firms. Prior to starting Watch Hill,Mr. Detwiler was an M&A attorney and a law clerk for United States District JudgeMalcolm Muir of theUnited States District Court for the Middle District of Pennsylvania .
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Mr. Detwiler began his career atPricewaterhouse Coopers . He holds a M.S. degree in accounting as well as a J.D. fromVillanova University School of Law .Mr. Detwiler remains a member of theNew York State Bar Association .
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Mr. DeYoung was formerly Chairman and CEO ofVista Outdoor Inc. (formerly NYSE: VSTO), a leading global designer, manufacturer and marketer in shooting sports and outdoor products.
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Prior to
Vista Outdoor , DeYoung was President and CEO ofAlliant Techsystems Inc. (formerly NYSE: ATK), an aerospace and defense products, and commercial arms and ammo producer.
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Mr. DeYoung has led diverse companies and advised and led M&A transactions across the firearms industry, including creatingVista Outdoor Inc. via spin-off from Alliant Techsystems.
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Mr. DeYoung served on the boards of directors ofVista Outdoor Inc. andOrbital ATK Inc. (n/k/aNorthrop Grumman Innovation Systems ).
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Mr. DiSanto currently serves as the Chairman and CEO ofAncora Holdings Group , a private wealth advisor and institutional asset manager.
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Prior to his role at
Ancora Holdings Group ,Mr. DiSanto was CEO of (OTC: RGBD). Earlier in his career,Regional Brands Inc .Mr. DiSanto served as Executive Vice President and Manager of Fifth Third Bank’s Investment Advisors Division (NASDAQ: FITB), President and COO ofMaxus Investment Group and Managing Partner at Gelfand Partners Asset Management.
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Mr. DiSanto has served as a director at several manufacturing companies including as Chair of the Compensation Committee atThe (NASDAQ: EML) and as a member of the board atEastern Company (NYSE: AP).Ampco-Pittsburgh Corporation
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Mr. DiSanto also served as a director atRegional Brands Inc. and Alithya Group Inc. (OTCMKTS: ALYAF) and as Chair of Case Western Reserve University’sBoard of Trustees .
About
With roots dating back to 1526,
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
BERETTA HOLDING STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
As of the date hereof,
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1 Ruger 2025 Proxy Statement. Remaining incumbent directors include |
| 2 Capital IQ. Public ownership filings. |
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3 FactSet. As of |
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