DEF 14A of Byrna Technologies Inc.
Filed Jun 18, 2025 · FY20240001437749-25-020788
ELECTION OF DIRECTORS: BOARD NOMINEES
ELECTION OF DIRECTORS: BOARD NOMINEES
ELECTION OF DIRECTORS: BOARD NOMINEES
| Name | Age | Director Since | Committee Memberships | Other Current Public Company Boards | | Bryan Ganz | 67 | 2016 | Product Safety | | | Herbert Hughes Independent | 65 | 2019 | Audit (Chair) Compensation Governance | | | Chris Lavern Reed Independent | 56 | 2020 | Audit Compensation (Chair) Governance Product Safety | | | Emily Rooney Independent | 75 | 2021 | Governance Product Safety (Chair) | | | Leonard Elmore Independent | 73 | 2021 | Audit Governance (Chair) Product Safety | 1800Flowers.com |
ELECTION OF DIRECTORS: BOARD NOMINEES
Board Composition Overview: Board Composition Highlights:
ELECTION OF DIRECTORS: BOARD NOMINEES
| ● | Number of Independent Directors: 4 of 5 (80%) |
ELECTION OF DIRECTORS: BOARD NOMINEES
| ● | Number of Gender or Ethnically Diverse Directors: 4 of 5 (80%) |
ELECTION OF DIRECTORS: BOARD NOMINEES
| ● | Number of Women Chairing Standing Committees: 1 of 4 (25%) |
ELECTION OF DIRECTORS: BOARD NOMINEES
| ● | 100% of our Committee Chairs Are Independent and Gender or Ethnically Diverse |
ELECTION OF DIRECTORS: BOARD NOMINEES
| ● | None of our Non-Employee Directors Serve as an Executive Officer of a Public Company |
ELECTION OF DIRECTORS: BOARD NOMINEES
| ● | None of our Directors Serve on more than one other Public Company Board |
ELECTION OF DIRECTORS: BOARD NOMINEES
Our Board has diverse and varied experiences, backgrounds, and strengths. Our four independent directors, led by Board Chair Herbert Hughes, who has the longest tenure with the Company of any of our directors, play a vital role in oversight of risk areas and strategic guidance.
What number of votes is required on proposals other than the election of directors?
What number of votes is required on proposals other than the election of directors? Other than the election of directors, all other proposals shall be decided by the affirmative vote of the majority of shares present or represented by proxy at the meeting and entitled to vote on the applicable matter, assuming a quorum is present.
PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES
PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES The Board of Directors of the Company currently consists of five members. Once elected, directors serve for one-year terms with all directors being elected by our stockholders at each annual meeting to succeed the directors whose terms are then expiring. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. At the Annual Meeting, five directors, nominated by the Board of Directors, will stand for election to serve until the 2026 annual meeting of stockholders. At the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated Bryan Ganz, Herbert Hughes, Chris Lavern Reed, Emily Rooney, and Leonard Elmore for election as the directors of the Company. The nominees have agreed to stand for election and, if elected, to serve as directors. However, if any person nominated by the Board of Directors is unable to serve or will not serve, the proxies will be voted for the election of such other person or persons as the Nominating and Governance Committee and the Board of Directors may recommend.
Director Biographies: Summary
Director Biographies: Summary
Director Biographies: Summary
| Name | Age | Director Since | Committee Memberships | Other Current Public Company Boards | | Bryan Ganz | 67 | 2016 | Product Safety | | | Herbert Hughes Independent | 65 | 2019 | Audit (Chair) Compensation Governance | | | Chris Lavern Reed Independent | 56 | 2020 | Audit Compensation (Chair) Governance Product Safety | | | Emily Rooney Independent | 75 | 2021 | Governance Product Safety (Chair) | | | Leonard Elmore Independent | 73 | 2021 (FY22) | Audit Governance (Chair) Product Safety | 1800Flowers.com |
Director Nominee Biographies
Director Nominee Biographies Below are the biographies of our director nominees, all of whom are incumbent directors.
Director Nominee Biographies
| | Bryan Scott Ganz became the Company’s President effective July 13, 2018, Chief Executive Officer effective April 1, 2019, has been a director since June 2016, and a member of the Product Safety Committee since June 2022. Mr. Ganz served as Board Chair from April 2019 to June 17, 2022. Prior to becoming the Company’s President, he was engaged by the Company, beginning in May 2016, in a consulting capacity to assist in a restructuring of operations, evaluation of management, identify sources of capital, and provide strategic advice. Mr. Ganz brings more than 30 years of global business experience in sales management, manufacturing, new product design and development, and supply chain management, and mergers and acquisitions as well as experience as a director of other publicly held companies. Previously, Mr. Ganz founded Maine Industrial Tire LLC, an industrial tire company sold to a unit of Trelleborg AB in 2012. | | From 1991 to 2009 Mr. Ganz held several roles culminating with CEO of GPX International, Inc. and its predecessor Galaxy Tire Inc. Mr. Ganz started his career at Paramount Capital Group where he was a partner from 1985 to 1991. Mr. Ganz is the founder and majority shareholder of Northeast Industrial Partners LLC, a holding company that owns and operates privately held businesses. In addition, he is a principal in Scudder Bay Capital LLC, a captive private REIT. Mr. Ganz received a J.D. from Columbia Law School and a B.S. in Business Administration from Georgetown University. During Mr. Ganz’s tenure, the Company has transitioned from the research and development stage to produce and sell the Byrna line of personal security products, including less-lethal launchers, pepper spray, and other personal security tools and accessories. Key achievements during under his leadership included eliminating all long-term debt, development of a robust DTC ecommerce program, including Amazon, establishment of a nationwide network of dealers including such large chain sporting goods stores as Cabela’s, Bass Pro, and Sportsman’s Warehouse, establishment of new enlarged manufacturing facilities in the U.S., entry into the Canadian and Latin American markets, listing on Nasdaq, successfully implementing a share repurchase program, establishing a talented and diverse Board of Directors, and establishing a first class operational infrastructure with a dynamic, experienced quality leadership team. During fiscal 2024 Mr. Ganz has worked closely with the Chief Marketing and Revenue Officer to expand our marketing strategy and sales channels, with the Chief Operating Officer to improve new product timelines, reduce waste and costs of goods, and prepare for potential tariffs on imported parts and goods, and with the Chief Financial Officer to develop our financial resources and investor relations. | |
Director Nominee Biographies
| | Herbert Hughes has been a director since July 9, 2019, and Board Chair since June 17, 2022. He served as Lead Independent Director from December 2021 through June 16, 2022. Mr. Hughes also is Chair of the Audit Committee and is its financial expert. He also is a member of the Compensation Committee, a member of the Nominating and Governance Committee, and Chair of its Succession Planning Subcommittee. Mr. Hughes previously served as Chair of an Ad Hoc Committee during 2021 and 2022 overseeing the establishment of the Company’s stock repurchase program. Mr. Hughes has over three decades of experience in finance, risk management, operational management, and derivatives modeling as an advisor and leader of a diverse range of businesses and is an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Since March 2017, Mr. Hughes has been Chief Financial Officer of Wormhole Labs Inc. | | (“Wormhole Labs”), a metaverse emerging technology company using mixed and augmented applications in enterprise and consumer markets and has served on its board of directors. On December 27, 2023, Wormhole Labs filed a voluntary petition for protection under Chapter 11 of the bankruptcy code in the U.S. Bankruptcy Court for the Western District of Texas. On December 4, 2024, Wormhole Labs, Inc. emerged from bankruptcy and Mr. Hughes continues as a manager and Chief Financial Officer of the reorganized company. At Wormhole Labs, Mr. Hughes is responsible for financial reporting, capital structure and formation, and SaaS and ecommerce negotiations, and has worked with the Chief Technology Officer on issues related to the development of Wormhole’s cybersecurity program. Since September 2023, Mr. Hughes has been Chief Financial Officer of Wormhole Information Technology Systems (WITS), and a member of its Board. At WITS, Mr. Hughes is responsible for financial reporting, capital structure, and SAAS and enterprise negotiations. WITS is owned in part by Wormhole Labs and builds augmented reality-based enterprise software for power grid companies and other enterprises. As of November 2024, Mr. Hughes joined the board of Mission Arizona Health Acquisitions, Inc., a private nutritional health company. Mr. Hughes has held executive level positions in several industries including technology, hospitality, asset management, oil and gas exploration and production, and oil industry services. | |
Director Nominee Biographies
Through his professional investment and advisory positions, Mr. Hughes has gained valuable experience with some of the unique challenges related to leadership and growth of an early-stage technology business. Mr. Hughes received a B.A. from Harvard University, and is a member of the Minnesota Chippewa tribe and the National Congress of American Indians. Mr. Hughes is the Company’s first independent Board Chair. During his tenure as Chair of the Audit Committee, the Company eliminated material weaknesses in its financial processes and controls, the Audit Committee has established and implemented a robust oversight program to monitor financial and enterprise risk, facilitate timely and reliable financial reporting, systems, and controls and, in fiscal 2023, added breadth and depth to risk oversight by the Audit Committee through regular engagement with the management team to ensure there is ongoing monitoring and tracking of key risk areas. As Board Chair, Mr. Hughes has worked closely with the Corporate Secretary, the CEO, the CFO, other members of management, and the chair of each board committee to improve information flow to the Board of Directors and deepen understanding of the Company’s business drivers as well as to improve communication of the needs, expectations, and decisions of the Board and its committees to management. This has improved the Board’s efficiency, focus, and efficacy. Mr. Hughes prioritizes shareholder engagement and management input, seeking to improve the transparency and responsiveness of the Board of Directors to all constituencies, with the overriding goal of aligning the interests of shareholders with Board and management decisions to deliver sustained shareholder value and alignment. In his roles as Board Chair and the senior member of the Compensation Committee he has taken the lead in (i) engaging with stockholders on compensation topics (ii) including stockholder and proxy advisor feedback in the Compensation Committee’s decision-making processes, and (iii) working to improve the transparency of compensation processes and decisions. Under his leadership the Board recently established a Search and Succession committee on which he serves.
Director Nominee Biographies
| | Chris Lavern Reed has been a Director since September 1, 2020, and, since April 2012, has been the managing partner of Roca Property Group (previously Garcia Reed Investments, LLC), a real estate management and investment entity. Mr. Reed is Chair of the Compensation Committee and is a member of the Audit, Nominating and Governance, and Product Safety Committees. Mr. Reed has over three decades of experience in global law enforcement. Since August 2022 Mr. Reed has served as an International Financial Crimes Advisor, providing strategic consultation, project management, and risk analysis services in the anti-money laundering and counter-terrorism financing field to international clients. From October 2018 through April 29, 2022, he served with the U.S. Department of State, overseeing classified investigations. From December 2016 to July 2018, Mr. Reed served as the Special Agent in Charge and Director at the U.S. Agency for International Development Office of Inspector General (USAID OIG). | | Prior to his leadership role with USAID, Mr. Reed served in numerous leadership roles within the U.S. Department of Justice, Bureau of Alcohol, Tobacco, Firearms and Explosives (“BATF”). Through his work, Mr. Reed has established professional qualifications and training in leadership, security, and financial crime investigations and has strategic and operational experience related to financial risk and fraud matters. Mr. Reed has served as an instructor for the U.S. Department of State Foreign Service Institute and has spoken internationally on the topics of fraud, corruption, and a host of investigative topics. He has served as a subject matter expert in the U.S. Senate on law enforcement, homeland security and fraud issues. Through his government work, Mr. Reed has developed an understanding of complex public policy matters, the government contracting process, and has extensive experience in crisis management and global law enforcement training. He has completed continuing education coursework related to cybercrime, fraud, and business identity theft, among other cybersecurity topics, is a member of the Association of Certified Fraud Examiners and has been a Certified Fraud Examiner since April 2018. Mr. Reed also is a graduate of Georgetown University’s Congressional Fellow Program and has completed Columbia Business School’s Executive Development and Management Programs. Through his business degree, professional certifications, 10 plus years of business experience in the private sector, over 30 years of experience in relevant global and federal law enforcement, and BATF experience, Mr. Reed has developed a broad legal and technical knowledge base including expertise related to money-laundering, bribery, financial fraud corruption and internal conflict of interest schemes designed to hide illicit proceeds. His education, experience and training bring the Board critical oversight and investigative skills, important subject matter expertise, and a high degree of financial literacy. A veteran of the U.S. Marine Corps., he received an M.B.A. from Champlain College, an M.A. from Northern Arizona University, and a B.A. from Indiana University. | |
Director Nominee Biographies
Since Mr. Reed became Chair of the Compensation Committee, previously high turnover has been significantly reduced to industry average, the Committee has worked to understand and address stockholder and proxy advisor feedback concerning past executive compensation decisions and the Company’s incentive compensation programs by, among other things, negotiating a new agreement with the CEO with only performance-based equity incentives, restructuring the short-term incentive program (effective fiscal 2024) to a formulaic program including pre-determined metrics and corresponding payouts, scheduling a bi-annual review of the Company’s Long-Term incentive program, planning changes to the Company’s Long-Term Incentive Program to be informed by stockholder feedback and, among other things, reduce reliance on time-based stock options, adding transparency to compensation decisions and the compensation process, and expanding stockholder outreach to better engage with a broader range of investors, particularly institutional investors.
Director Nominee Biographies
| | Emily Rooney has been a director since October 1, 2021. She chairs the Company’s Product Safety Committee and serves on the Nominating and Governance Committee and its Succession Planning Subcommittee. She previously served on the Audit Committee from October 2021 to June 2022 and on an Ad Hoc Committee during 2021 and 2022 overseeing the establishment of the Company’s stock repurchase program. Ms. Rooney has over 40 years of experience as a journalist. Since October 1, 2021, she has been working with Muddhouse Media producing a bi-monthly podcast entitled “Beat the Press” which can be heard through Spotify and Apple Music. | | From December 1998 through September 2021, she was Executive Editor and host for WGBH’s Emmy Award winning television show Beat the Press, examining media coverage of current events. From January 1997 to December 2014, she was also the creator, Executive Editor, and host of the television show Greater Boston with Emily Rooney. Previously she was the political director for Fox News in New York and Executive Producer of World News Tonight with Peter Jennings, positions in which she oversaw multimillion-dollar budgets. Ms. Rooney’s deep understanding and discerning examination of media, politics, and culture, and her writing and speaking skills, have earned her numerous awards, including the National Press Club’s Arthur Rowse Award for Press Criticism, a series of New England Emmy Awards, and Associated Press recognition for Best News/Talk Show. As an investigative journalist she has examined such company relevant topics as media coverage, financial fraud, police use of lethal force, social justice initiatives, and legislative initiatives related to gun control. Ms. Rooney’s relationships help further the Company’s deep understanding of politics, culture, the media, and public sentiment, are beneficial to the Board in overseeing and facilitating the development of the Company’s business strategy. Ms. Rooney received a B.A. from The American University, Washington D.C. | |
Director Nominee Biographies
Ms. Rooney has been instrumental in overseeing management’s development of procedures related to product safety and safe product use including procedures related to end user safety and employee safety. Under her leadership of the Product Safety Committee, management has undertaken a comprehensive review of product development, manufacturing, customer service, employee training, and recordkeeping and escalation protocols related to product efficacy and safety, is developing updated protocols including third party testing and verification, and is launching a new employee training program and a new online product operation resource to facilitate product safety. Ms. Rooney’s professional experiences, business and industry related knowledge, investigative and analytic skills, and deep understanding politics, culture, the media and public sentiment, developed through her 40 years as an investigative journalist and television producer, including her in depth understanding of current topics relevant to the Company’s business and marketing strategies, are valuable to the Company, Board and its committees in their exercise of oversight and in facilitating, overseeing, and finding resources for strategic planning, including expansion of its new marketing strategies. As a woman she also adds to the Board’s diversity, which we believe adds to the quality, depth, and perspective of the Board.
Director Nominee Biographies
| | Leonard Elmore has been a director since December 2021. He serves as Chair of the Nominating and Governance Committee and as a member of the Audit Committee, the Succession Planning Subcommittee, and the Product Safety Committee. He previously served as a member of the Product Safety Committee from December 2021 to June 2022, and during 2021 and 2022 as a member of an Ad Hoc Committee overseeing the establishment of the Company’s stock repurchase program. Mr. Elmore is a retired attorney and business leader, a television sports personality, and an educator. He has a wide spectrum of experience in the private and public sectors, and, through his Co-Chairmanship of the John and James L. Knight Foundation’s Knight Commission on Intercollegiate Athletics, is involved in public interest initiatives directed at promoting diversity, inclusion, and reform in college athletics. A former collegiate basketball All American at the University of Maryland at College Park and a ten-year professional player in both the ABA and NBA, Mr. Elmore has been a Broadcast Analyst for the BIG Ten Network since November 2020. | | Since August 2018, Mr. Elmore has also served as Senior Lecturer in Discipline at the Columbia University School of Professional Studies Sports Management Program. Mr. Elmore’s prior business experience includes serving as Chief Executive Officer of iHoops, the official youth basketball initiative of the NCAA and NBA, and as the President of Test University, a leading provider of Internet-delivered learning solutions for pre-college students. As a practicing attorney, Mr. Elmore was a Partner with the law firm of Dreier LLP and, before that, Senior Counsel with LeBoeuf, Lamb, et. Al. (subsequently, Dewey & LeBoeuf). He began his legal career as an Assistant District Attorney with the King’s County (Brooklyn) District Attorney in New York City. Mr. Elmore has extensive public and private Board experience. Since October 2020, Mr. Elmore has been a member of the Board of Directors of 1800Flowers.com (Nasdaq: FLWS), a leading online and telephonic gift and flower retailer, and is the Chair of its Nominating and Corporate Governance Committee. From 2007 until February 2020, Mr. Elmore served as a Director on the Board of Directors of Lee Enterprises, Inc. (Nasdaq: LEE), a newspaper publishing company, where he served on the Audit Committee. He also sat on the Board of iHoops from its foundation. Mr. Elmore has been involved for over a decade in public interest endeavors of the John and James L. Knight Foundation’s Knight Commission on Intercollegiate Athletics, whose focus is to develop, promote and lead transformational change that prioritizes the education, health, safety and success of college athletes, and currently serves as one of the Commission’s Co-Chairs. He chairs the Commission’s Racial Equity Task Force and is a member of its Leadership Committee. He also is on the Board of Advisors of the Shirley Povich Center for Sports Journalism at the University of Maryland College Park Merrill School of Journalism. He received a J.D. from Harvard Law School and a B.A. from the University of Maryland. Mr. Elmore’s education, business experience and experience as a director of other public companies, including as a member of Audit and Governance committees, bring the Board experience in oversight (including of financial reporting and ESG areas), public relations (including media relationships), and a high degree of financial literacy. | |
Director Nominee Biographies
During his tenure on the Nominating and Governance Committee Mr. Elmore was instrumental in the transition to an independent Chair, the restructuring of the Compensation Committee’s responsibilities to improve Board efficiency, improvements to the Board self-evaluation process, development of various ESG related policies, adoption of a Clawback Policy and mandatory agreements by section 16 officers to comply with the Clawback Policy. He also has taken an active role, on behalf of the Board and as a member of the new Succession Committee, in driving the development of plans for internal career paths, career-related training and development and departmental crisis management, business continuity and succession plans. We believe Mr. Elmore’s legal education and professional experience, experience as an executive in the public and private sectors, experience on the Boards and on the Nominating and Governance and Audit Committees of other public companies, demonstrated commitment to social justice, safety and promotion of diversity, his experience as a professional athlete and television commentator, and his hands on approach to oversight qualify him to serve on our Board and also bring the board important leadership qualities and a high degree of financial literacy. Mr. Elmore is African-American and is one of three directors on our board who has self-identified as belonging to an underrepresented racial, ethnic, or other minority group, diversity that we believe adds to the quality, depth, and perspective of the Board
Compensation Discussion and Analysis
| ● | Restructuring of the long-term incentive program for our non-CEO executive officers beginning in fiscal year 2025, informed by stockholder feedback and the advice of our independent compensation consultant, to eliminate time-based options and increase use of performance-based equity awards; | | ● | Determined short term cash incentive awards for fiscal 2024 based on a preset, formulaic scorecard system to strengthen alignment between pay and performance and improve transparency to stockholders and management and adopted a preset formulaic scorecard for determination of fiscal year 2025 short-term incentive awards; | | ● | Expanded application of the Company’s Clawback Policy to include all recipients of long-term incentive awards under the long-term executive incentive program, including those that are not Section 16 officers and continued utilization of contractual mechanisms to strengthen the policy’s enforceability | | ● | Worked with an independent outside consultant to improve construction and usage of a representative peer group to assess compensation levels and structure, identify relevant indices to assess performance, and to monitor and evaluate the overall compensation structure on an ongoing basis, including the success of the new short-term and long-term incentive program in improving alignment of pay and performance; and | | ● | Maintained stockholder engagement, including regular outreach to institutional investors, to solicit feedback on compensation, governance and other topics of importance to stockholders and the success of our business. | | ● | Maintained exclusion of the CEO from eligibility for awards under the executive long term incentive program, limiting incentive equity awards to the CEO to the performance-based awards tied to our stock price that were granted under his current three-year employment agreement. | | ● | Maintained expanded proxy disclosures related to the determination of at-risk elements of executive compensation to add transparency to our compensation process including detailed disclosure of vesting terms, financial goals and objectives and the assessment of those goals following the end of the year. |
Executive Compensation Philosophy
| ● | Attracting and retaining highly qualified individuals capable of making significant contributions to our growth and long-term success; | | ● | Promoting a dynamic and collaborative environment that encourages team and individual achievement; | | ● | Relating pay to performance through an emphasis on at-risk, variable pay components; | | ● | Rewarding achievement of preselected key metrics and strategic milestones that will enhance long-term shareholder value; | | ● | Rewarding strategic management in furtherance of long-term sustained growth; | | ● | Aligning the interests of our executives with the interests of our shareholders in growing shareholder value over the long-term through equity ownership; and | | ● | Balancing short-term incentives that could encourage inappropriate risk taking with longer term compensation components that encourage consideration of long-term return. |
Compensation Committee Role
The Compensation Committee has found peer group data provided by the independent compensation consultant to be helpful in developing the structure of our overall compensation program, including recent modifications made to develop formulaic mechanisms to more clearly tie short-term incentive awards to performance and to incorporate performance metrics into the long-term executive incentive program. Historically, peer data was of limited utility for benchmarking overall and long-term incentive compensation, due to our rapid growth rate, the unique historic role of the CEO, challenges in in constructing a relevant peer group from the Company’s legacy “Aerospace & Defense” classification, and limited use of performance related incentives by companies historically deemed to be peers. We believe meaningful peer data would be helpful to the Committee and investors in evaluating our executive compensation program and believe that the newly constituted peer group will help to facilitate these processes. The Compensation Committee is currently working with its outside consultants to improve the utility of peer groups for this type of market analysis and benchmarking.
Components of our Executive Compensation Structure
| ● | Prohibition of repricing of options or SARs without explicit shareholder approval; | | ● | No evergreen features; | | ● | No liberal share recycling including of shares repurchased, withheld, or tendered for cashless exercise or withholding tax obligations; | | ● | One year minimum vesting, subject to limited exceptions; | | ● | No option reloading; | | ● | No dividend payouts on any unvested equity awards; and | | ● | No non-standard change in control definitions. |
Components of our Executive Compensation Structure
Awards granted under the long-term incentive program for our named executive officers have utilized multi-year vesting periods to encourage long-term strategic planning and sustained growth, performance-based vesting conditions to directly link a portion of “at risk” executive compensation to shareholder return, and front-loaded grants with back-weighted vesting provisions to discourage turnover, particularly as executives gain experience and become more valuable to the Company over time. To date, grants of performance-based restricted stock units have been structured to vest on preset end dates such that any shares that do not satisfy vesting conditions by the specified end date are forfeited. Vesting of all performance-based RSU awards has been conditioned upon achievement of preset stock prices for specified periods and no RSU awards have provided for vesting before the end of a multi-year service term, which generally has been three years from the effective grant date. The named executive officers’ long-term equity incentive packages (including that of the CEO), as initially granted by the Board in 2020, consisted of restricted stock units that could not vest until the end of specified three-year service periods. All of the units granted to the CEO and two-thirds of those granted to the other named executive officers in the initial long-term incentive packages were performance-based. These initial long-term incentive packages were modified in March 2022 due to the potential reduction of their motivational value following a decline in the Company’s stock price. With the advice of FW Cook, the Compensation Committee and the full Board approved the cancellation of 50% of the original grants to the CEO and the rest of the management team (including the other two named executive officers at the time) and the issuance of an equal number of time-based stock options, therefore avoiding any increased dilution. Additionally, each executive (including Messrs. Ganz, North and Pham) retained performance-based RSUs with vesting dependent on the Company’s stock trading at $30 per share before their respective performance end dates. Details of these RSU grants, the modifications thereto, and the final vesting and forfeitures of these awards are set out in the Executive RSU Grant Details table below, and the details of the 2022 option grants are set forth in the notes to the Outstanding Equity Awards table. The Board believes that the 2022 restructuring of long-term incentive facilitated retention of key executives while maintaining stock price performance-based awards. Additionally, it brought the overall structure of the executive long-term incentive packages closer to that of peers. At the beginning of fiscal year 2023, the Company made grants to the CEO and the named executive officers at the time pursuant to a new long-term incentive equity program utilizing annual grants of stock options to ensure continued motivation to drive performance and facilitate retention in variable markets, while aligning executives’ interests with those of stockholders generally because the options only yield value to the extent that our stock price appreciates following the grant date. Later in the year, the Company determined to exclude the CEO going forward, limiting his grants in fiscal year 2024 to performance-based RSUs granted in the 2023 Ganz Agreement. In response to shareholder feedback and recognition of improved market conditions, and as detailed below in 2024 Compensation Topics, the long-term incentive program has been restructured to eliminate the use of time-based options and utilize performance-based awards.
Summary Compensation Table
Summary Compensation Table The following table sets forth all compensation paid to our named executive officers at the end of the fiscal years ended November 30, 2024 and 2023. Individuals we refer to as our “named executive officers” include our Chief Executive Officer and our two other most highly compensated executive officers during the fiscal year ended November 30, 2023 whose salary and bonus for services rendered in all capacities exceeded $100,000, as well as David North, who retired as our Chief Financial Officer effective as of July 15, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option | | | | | | ($)(1) | ($)(2)(6) | ($)(3) | Awards ($)(4) | Other ($)(5) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | (i) | | Bryan Ganz | 2024 | 495,000 | 742,500 | 1,357,560 | 0 | 0 | 2,595,060 | | Chief Executive Officer | 2023 | 465,000 | 371,250 | — | 424,782 | 0 | 1,261,032 | | Laurilee Kearnes | 2024 | 156,458 | 170,625 | 264,250 | 0 | 0 | 591,333 | | Chief Financial Officer (6) | 2023 | — | — | — | — | — | — | | Luan Pham | 2024 | 318,333 | 360,000 | 49,819 | 204,960 | 0 | 933,112 | | Chief Marketing and Revenue Officer | 2023 | 300,000 | 225,000 | — | 212,388 | 0 | 737,388 | | David North | 2024 | 165,561 | 0 | 0 | 204,960 | 134,061 | 504,582 | | Former Chief Financial Officer (7) | 2023 | 250,000 | 150,000 | — | 212,388 | 0 | 612,388 |
Summary Compensation Table
Notes:
Summary Compensation Table
| (1) The base salary of our CEO during the first eight months of 2023 was set pursuant to his three-year contract approved by shareholders in 2020, and since September 1, 2023 has been set pursuant to his new three-year contract effective on September 1, 2023. | | (2) Amounts reflected in this column are cash awards under the Company’s short-term incentive plan paid shortly after the end of each fiscal year. Our short-term incentive awards reflect the Compensation Committee’s assessment of the named executive officers’ collective achievement of pre-selected objective and subjective financial metrics and strategic goals, adjusted to account for individual performance considerations and contributions and any other objective metric or subjective measure of performance that the Compensation Committee, in its discretion, deems appropriate and aligned with company goals. These amounts are calculated as a percentage of each named executive officer’s target short-term incentive provided in their respective employment contract or offer as subsequently set by the Compensation Committee for future fiscal years. | | (3) All stock-based awards reported for the years ended November 30, 2024 for Mr. Ganz were restricted stock units with vesting contingent upon continued employment, and subject to performance conditions, and subject to the terms of the governing plan and related grant agreements. The grant date fair value of these stock-based awards was determined using Monte-Carlo simulation model. Mr. Ganz was originally awarded 600,000 units. Mr. Ganz assigned 55,000 units to various members of the senior management including 20,000 units that were assigned to Mr. Pham. The stock-based awards granted to Ms. Kearnes were restricted stock units with vesting contingent upon continued employment and subject to the terms of the related grant agreement. | | (4) All option awards for the years ended November 30, 2023 and November 30, 2024 were stock options with vesting based on the grantee’s continuous service through specified vesting dates. The grant date fair value of each stock option is estimated on the date of grant by using the Black-Scholes model. Options granted to Mr. North in 2024 were forfeited upon his termination. |
Summary Compensation Table
| (5) Compensation reported under this category includes severance and consulting payments made to Mr. North under the severance and consulting agreements that were executed in July 2024. | | (6) Ms. Kearnes’ employment began on June 7, 2024 and she was appointed as Chief Financial Officer effective July 15, 2024. | | (7) Mr. North retired as Chief Financial Officer effective July 15, 2024. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning the outstanding equity awards of each of our Named Executive Officers as of November 30, 2024:
Outstanding Equity Awards at Fiscal Year-End
| Option Awards | | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable (1) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of unvested earned stock units ($)(3) | Number unearned units of stock that have not vested | Market value of unearned unvested stock units ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Bryan Ganz | 375,000 | 75,000 | — | 9.23 | 3/23/32 | — | — | — | — | | | 13,333 | 53,334 | — | 8.96 | 12/8/32 | — | — | — | — | | | — | — | — | — | — | 545,000 | 10,534,850 | — | — | | Laurilee Kearnes | — | — | — | — | — | 25,000 | 483,250 | — | — | | Luan Pham | 68,750 | 13,750 | — | 9.23 | 3/23/32 | — | — | — | — | | | 6,666 | 26,667 | — | 8.96 | 12/8/32 | — | — | — | — | | | | 42,000 | | 6.89 | 01/28/34 | | | | | | | | | | | | 20,000 | 386,600 | | |
Outstanding Equity Awards at Fiscal Year-End
Notes
Outstanding Equity Awards at Fiscal Year-End
| (1) All unexercisable option awards expiring 3/23/32 were granted on March 23, 2022 and vest in equal increments on the first day of each quarter ending on March 1, 2025. Unexercisable option awards expiring 12/8/32 were granted on December 8, 2022 and are back-weighted LTI options that provided for vesting as follows: 20% vested on the first anniversary of the grant (reflected in column b), 30% of the original grant will vest on the second grant anniversary, and the remaining 50% of the original grant will vest on the third anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The unvested stock-based awards listed for Mr. Ganz are RSUs that were granted on December 5, 2023 pursuant to the 2023 Ganz Agreement. They are subject to a double trigger of performance and time providing that (i) performance hurdles for three equal tranches, each consisting 200,000 units, will be met when our common stock trades above successively higher stock performance thresholds, and (ii) subject to certain conditions in connection with a termination through a "Qualified Retirement" without cause, by resignation, by virtue of death or disability, or through a "Change in Control", Mr. Ganz must remain employed by us until August 31, 2026 for the restricted stock units to vest. Each of the performance hurdles was met prior to November 30, 2024. Mr. Ganz assigned 55,000 units to three members of the senior team, 20,000 of which were assigned to Mr. Pham. The unvested stock-based awards listed for Ms. Kearnes are RSUs that are subject only to time-based vesting and will vest with respect to 20% of the RSUs on June 19, 2025, with respect to 30% of the RSUs on June 19, 2026, and with respect to 50% of the RSUs on June 19, 2027, subject to her continued service through such dat. | | (3) Market value calculations are based on the $19.33 closing price on the last day of the Company’s fiscal year. |
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control In the event of termination of the Employment Agreement by Mr. Ganz for Good Reason or by Byrna without Cause, or if Mr. Ganz retires pursuant to a Qualified Retirement, Mr. Ganz will be entitled to receive the compensation described above under “Employment Agreements—Bryan Ganz—Termination and Severance Provisions” subject to his execution of a release. Additionally, the options granted to our named executive officers during the fiscal year ended November 30, 2022 provide that, in the event the grantee is terminated without cause or resigns for good reason (as those terms are defined in the applicable award agreements) within twelve months following a change of control, then the vesting of those options will be fully accelerated.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding compensation actually paid (“CAP”) as defined by the Securities Exchange Commission to our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and certain financial performance measures for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below as a basis for making its pay decisions, and the CAP calculations continue to be estimates at best of future value that may not be realized, but we do think that it is a more meaningful measure of pay and performance alliance than an unadjusted comparison of TSR to an estimate of compensation at a different, earlier point in time without accounting for subsequent events during the period. For further information regarding the Company’s pay for performance philosophy and how we seek to align executive compensation with the Company’s performance, please see “ Compensation Discussion and Analysis” above. The amounts set forth below under the headings “Compensation Actually Paid to PEO” for our PEO and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K.
Pay Versus Performance
| Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3)(7) | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Compensation Actually Paid to Non- PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5) | Net Income (Loss) (in millions) (6) | | 2024 | $2,595,060 | $13,021,203 | $676,342 | $1,396,898 | $131.32 | $12.792 | | 2023 | $1,261,032 | $(1,486,908) | $674,888 | $259,610 | $39.74 | $(8.192) | | 2022 | $3,154,500 | $1,1428,780 | $962,911 | $728,639 | $58.83 | $(7.885) |
Pay Versus Performance
| (1) We are a smaller reporting company pursuant to Rule 405 of the Securities Act of 1933, and as such, we are only required to include information for the past three fiscal years in this table. |
Pay Versus Performance
| (2) Our PEO for each of the applicable fiscal years 2024, 2023 and 2022 is Mr. Ganz. |
Pay Versus Performance
| (3) In calculating the CAP, the fair value or change in fair value, as applicable, of the equity awards included in such calculations was computed in accordance with FASB ASC Topic 718 and the valuation assumptions used to calculate fair values were determined in a consistent manner and did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance
| (4) Our Non-PEO NEOs for fiscal year 2024, are Ms. Kearnes, Mr. North and Mr. Pham; for fiscal years 2023, and 2022 it is Mr. North and Mr. Pham. For the fiscal year 2024 the average is based on three individuals. However, Ms. Kearnes and Mr. North each held the position of Chief Financial Officer for a portion of the year. |
Pay Versus Performance
| (5) Pursuant to the SEC rules, the Total Shareholder Return (“TSR”) reflected in this column assumes $100 was invested on November 30, 2021 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |
Pay Versus Performance
| (6) The amounts reflected in this column represent the net income (loss) reflected in our audited financial statements for each applicable fiscal year. |
Pay Versus Performance
| (7) For fiscal years 2024, 2023 and 2022, calculation of our PEO’s CAP reflects the adjustments made to the total compensation amounts reported in the Summary Compensation Table (“SCT”) for fiscal years 2023 and 2022, in each case, computed in accordance with Item 402(v) of Regulation S-K. The CAP dollar amounts included in the table do not reflect the actual amount of compensation earned by the executive or paid by us during the applicable year. The adjustments made to the SCT total for purposes of calculating CAP, in accordance with the relevant rules, are reflected below: |
Pay Versus Performance
| Fiscal Year | 2024 | 2023 | 2022 | | PEO SCT Total | $2,595,060 | $1,261,032 | $3,154,500 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(A) | $(2,479,500) | $(424,782) | $(2,479,500) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $10,534,850 | $239,998 | $2,700,000 | | + Year-Over-Year Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,764,319 | $(571,500) | $(1,992,435) | | + Fair Value at Vesting Date of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year | $606,474 | $(1,990,875) | $0 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $(780) | $(253,785) | | Compensation Actually Paid to PEO | $13,021,203 | $(1,486,908) | $1,128,780 |
Pay Versus Performance
| (A) For 2023, this amount represents the grant date fair value of 66,666 options. For 2022, this amount reflects the grant date fair value of 450,000 options. For additional information, see see Note 4 to the Summary Compensation Table |
Pay Versus Performance
| (8) For fiscal years 2023 and 2022, calculation of the average CAP for Non-PEO NEOs reflects the following adjustments made to the total compensation amounts reported for the applicable Non-PEO NEOs in the SCT for fiscal years 2023 and 2022, computed in accordance with Item 402(v) of Regulation S-K. The CAP dollar amounts included in the table do not reflect the actual amount of compensation earned by the executives or paid by us during the applicable year. The adjustments made to the SCT total for purposes of calculating CAP, in accordance with the relevant rules, are: |
Pay Versus Performance
| Fiscal Year | 2024 | 2023 | 2022 | | Non-PEO NEO Average SCT Total | $676,342 | $674,888 | $962,911 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(240,996) | $(212,388) | $(571,661) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $519,070 | $119,999 | $624,187 | | + Year over Year Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $215,995 | $(217,824) | $(240,516) | | + Fair Value at Vesting Date of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal that Vested During Fiscal Year | $226,487 | $(103,962) | $0 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $(53) | $(46,282) | | Average Compensation Actually Paid | $1,396,898 | $259,610 | $728,639 |
Pay Versus Performance
In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the table above.
Relationship between Compensation Actually Paid and Company TSR
Relationship between Compensation Actually Paid and Company TSR The following graph sets forth the relationship between the CAP for our PEO, the average of CAP for our Non-PEO NEOs, and the Company’s cumulative Total Shareholder Return (“TSR”) over the two most recently completed fiscal years.
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss) The following graph sets forth the relationship between CAP for our PEO, the average of CAP for our Non-PEO NEOs, and the Company’s net income (loss) over the two most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table summarizes the director compensation of our non-employee directors for fiscal year 2024:
DIRECTOR COMPENSATION
| Name(1) | Fees earned or paid in cash ($) | Stock- based Awards ($)(2)(3) | Total ($) | | Herbert Hughes | 100,762 | 154,666 | 255,428 | | Chris Lavern Reed | 66,552 | 110,669 | 177,221 | | Emily Rooney | 63,958 | 110,669 | 174,627 | | Leonard Elmore | 63,958 | 110,669 | 174,627 |
DIRECTOR COMPENSATION
| (1) Bryan Ganz, our Chief Executive Officer, is not included in this table because Mr. Ganz is our employee, and thus received no compensation for his service as a director. The compensation received by Mr. Ganz as an employee of the Company is shown in the Summary Compensation Table on page 10. | | (2) All stock-based awards were restricted stock units valued for purposes of this table as of the grant date. The stock based awards listed here for each director reflect awards to each independent director of 11,528 units as partial compensation for services to be rendered for the 2024 to 2025 annual meeting cycle, vesting of which is conditional upon full performance of such services. The award for Mr. Hughes includes a stipend of 4,583 units as partial compensation for his service as the Chair of the Board for the 2024 to 2025 annual meeting cycle, vesting of which is conditional upon completion of those services. | | (3) At our 2024 fiscal year end Mr. Hughes had 17,500 outstanding options exercisable at $1.90, and the non-employee directors held the following unvested restricted stock units: 16,111 for Herbert Hughes; 11,528 for Chris Lavern Reed; 11,528 for Emily Rooney; and 11,528 for Leonard Elmore. In addition, they held the following restricted stock units had vested but were subsequently settled: 30,137 units for Herbert Hughes and 21,918 units each for Emily Rooney, Chris Lavern Reed and Leonard Elmore. |
DIRECTOR COMPENSATION
During the year ended November 30, 2021, base board compensation was set at $110,000, half of which was to be paid in a combination of cash and restricted equity. In addition, the following stipends were to be paid: Audit Committee Chair: $10,000 Compensation Committee Chair: $7,500 Nominating & Governance Committee Chair: $5,000 Lead Independent Director: $25,000 During the year ended November 30, 2022, the board compensation cycle was changed from a fiscal year basis to an annual meeting cycle basis. Additionally, based on certain criteria set following consultation with FW Cook, including peer data and incentive and retention goals, the base board compensation was increased to $135,000 per annum, of which the equity portion was $80,000 of RSUs. Committee Chair stipends were held at the rates set in 2021 with the addition of the following stipends, on a per annum basis, for new positions: Product Safety Committee Chair: $5,000 Independent Chairman of the Board: $30,000 cash, together with RSU award of $30,000. In July 2024, the base salary for all directors was raised from was raised from $135,000 to $145,000, consisting of $62,000 cash and $83,000 in RSUs. committee chair cash stipends and the Chairman’s stipends were raised by 7%. The increases were made retroactive from the one-year anniversary of the Company’s 2023 annual meeting. The following table sets forth, as of June 9, 2025, information regarding beneficial ownership of our capital stock by:
DIRECTOR COMPENSATION
| ● | each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; |
DIRECTOR COMPENSATION
| ● | each of our executive officers; |
DIRECTOR COMPENSATION
| ● | each of our directors; and |
DIRECTOR COMPENSATION
| ● | all our current executive officers and directors as a group. |
DIRECTOR COMPENSATION
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of the applicable security, including options that are currently exercisable or exercisable within 60 days of June 9, 2025. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable. Our calculation of the percentage of beneficial ownership is based on 22,678,469 shares of our common stock issued and outstanding as of June 9, 2025. Common stock subject to stock options currently exercisable or exercisable within 60 days of June 9, 2025 are deemed to be outstanding for computing the percentage ownership of the person holding these securities and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.
DIRECTOR COMPENSATION
| Names and Address (1) | Common Stock | Percent of Class | | Greater Than 5% Stockholders | | | | Pierre Lapeyre Jr. (2) | 2,891,943 | 12.75% | | FMR LLC (3) | 2,327,936 | 10.26% | | Capital Research Global Investors (4) | 1,884,155 | 8.31% | | BlackRock, Inc. (5) | 1,223,402 | 5.39% | | Executive Officers | | | | Bryan Scott Ganz(6) | 1,766,352 | 7.79% | | Luan Pham(7) | 126,715 | * | | Laurilee Kearnes(8) | 8,500 | * | | John Brasseur (9) | 9,068 | * | | Non-employee Directors | | | | Chris Lavern Reed (10) | 53,570 | * | | Herbert Hughes (11) | 151,337 | * | | Leonard Elmore (12) | 45,946 | * | | Emily Rooney (13) | 49,092 | * | | All Executive Officers and Directors as a group | 2,210,580 | 9.75% |
DIRECTOR COMPENSATION
* Less than 1%
DIRECTOR COMPENSATION
| (1) Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Byrna Technologies Inc., 100 Burtt Road, Suite 115, Andover, Massachusetts 01810. |
DIRECTOR COMPENSATION
| (2) This information is based in part upon a Schedule 13G filed by Mr. Lapeyre on January 31, 2022. Mr. Lapeyre’s principal business address is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, NY 10019. | | (3) This information is based upon an amended Schedule 13G filed by FMR LLC (“FMR”) and Abigail P. Johnson on April 4, 2025. The principal business address of FMR is 245 Boylston Street, Boston, Massachusetts 02110. Ms. Johnson is a director, the Chairman and Chief Executive Officer of FMR. | | (4) This information is based upon a Schedule 13G filed by Capital Research Global Investors (“CRGI”) on May 7, 2025. The principal business address of CRGI is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. CRGI is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CRGI's divisions of each of the investment management entities collectively provide investment management services under the name “Capital Research Global Investors.” | | (5) This information is based upon a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) on November 8, 2024. The principal business address of BlackRock is 50 Hudson Yards, New York, New York 10001. | | (6) Consists of (i) 880,406 shares of common stock owned by Mr. Ganz in his individual capacity, (ii) options exercisable into 483,334 shares of our common stock within 60 days of June 9, 2025, (iii) 328,059 shares of common stock owned by Northeast Industrial Partners LLC, of which Mr. Ganz is the majority holder, (iv) 70,753 shares of common stock owned by the Judith Ganz Trust, of which Mr. Ganz is the trustee, and (v) 3,800 shares of common stock owned by Li Zhang, who married Mr. Ganz in January 2023. | | (7) Consists of (i) 19,148 shares of our common stock owned by Mr. Pham, and (ii) options exercisable into 107,567 shares of our common stock within 60 days of June 9, 2025. | | (8) Consists of (i) 3,500 shares of our common stock owned by Ms. Kearnes and (ii) 5,000 shares of common stock underlying restricted stock units vesting within 60 days of June 9, 2025. | | (9) Consists of 9,068 shares of our common stock owned by Mr. Brasseur. | | (10) Consists of (i) 42,042 shares of our common stock owned by Mr. Reed and (ii) 11,528 shares of common stock underlying restricted stock units vesting within 60 days of June 9, 2025. | | (11) Consists of (i) 135,226 shares of our common stock owned by Mr. Hughes and (ii) 16,111 shares of common stock underlying restricted stock units vesting within 60 days of June 9, 2025. | | (12) Consists of (i) 34,418 shares of our common stock owned by Mr. Elmore and (ii) 11,528 shares of common stock underlying restricted stock units vesting within 60 days of June 9, 2025. | | (13) Consists of (i0 37,564 shares of our common stock owned by Ms. Rooney and (ii) 11,528 shares of common stock underlying restricted stock units vesting within 60 days of June 9, 2025. |
Limitation of Liability and Indemnification of Directors and Officers
Limitation of Liability and Indemnification of Directors and Officers We are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee, or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to the corporation. To the extent that a present or former officer or director is successful on the merits or otherwise in the defense of any action, suit, or proceeding referred to above, or in the defense of any claim, issue, or matter therein, the corporation must indemnify him or her against the expenses (including attorneys’ fees) that such officer or director has actually and reasonably incurred. Our Certificate of Incorporation, as amended, provides that our directors will not be personally liable to the company or our stockholders except for liability (i) for any breach of the director’s duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived improper personal benefit. In addition, our Bylaws, as amended, provides for the indemnification of our directors and officers to the fullest extent permitted by law. Section 102(b)(7) of the DGCL permits a corporation to provide in its Certificate of Incorporation, as amended, that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:
Limitation of Liability and Indemnification of Directors and Officers
| • | breach of a director’s duty of loyalty to the corporation or its stockholders; |
Limitation of Liability and Indemnification of Directors and Officers
| • | act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
Limitation of Liability and Indemnification of Directors and Officers
| • | unlawful payment of dividends or redemption of shares; or |
Limitation of Liability and Indemnification of Directors and Officers
| • | transaction from which the director derives an improper personal benefit. |
Limitation of Liability and Indemnification of Directors and Officers
Our Bylaws, as amended, provide that expenses incurred by any director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by us, provided such director must repay amounts in excess of the indemnification such director is ultimately entitled to. We have entered into indemnification agreements with our directors, executive officers and certain other officers and agents pursuant to which they are provided indemnification rights that are broader than the specific indemnification provisions contained in the DGCL. Section 174 of the DGCL provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered on the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such director receives notice of the unlawful actions.
Arrangements between Directors and Officers
Arrangements between Directors and Officers To our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which the officer or Director was selected to serve or was elected, respectively.