DEF 14A of Byrna Technologies Inc., Sep 2, 2026

DEF 14A of Byrna Technologies Inc.

Filed Sep 2, 2026 · FY20250001437749-26-029518

Open on EDGAR

  1. ELECTION OF DIRECTORS: BOARD NOMINEES

    ELECTION OF DIRECTORS: BOARD NOMINEES

  2. ELECTION OF DIRECTORS: BOARD NOMINEES

    | Name | Age | Director Since | Committee Memberships | | Conn Davis | 44 | March 2026 | Enterprise Risk Management | | Leonard Elmore Independent | 74 | December 2021 | Nominating and Governance (Chair) Audit | | Herbert Hughes Independent | 66 | July 2019 | Audit (Chair) Nominating and Governance Compensation | | TJ Kennedy Independent | 54 | September 2025 | Enterprise Risk Management | | Rose Lopez Keravuori Independent | 50 | August 2026 | Enterprise Risk Management | | Matthew McBrady, Ph.D. Independent | 55 | August 2026 | — | | Chris Lavern Reed Independent | 58 | September 2020 | Compensation (Chair) Nominating and Governance Audit | | Adam Roth Independent | 57 | September 2025 | Enterprise Risk Management |

  3. ELECTION OF DIRECTORS: BOARD NOMINEES

    The Board and Nominating and Governance Committee regularly review the composition and leadership of the Board’s committees. In the coming year, the Board anticipates appointing its directors who have joined the Board since the 2025 Annual Meeting to additional Board committees and, as appropriate, rotating committee leadership and membership to promote Board effectiveness, facilitate orderly succession and support effective oversight. As part of the Board’s director orientation and development program, TJ Kennedy and Adam Roth have attended Audit Committee meetings and Nominating and Governance Committee meetings since joining the Board last year. Current Board Composition Highlights: Our Board has diverse and varied experiences, backgrounds, and strengths. Our seven independent directors, led by Board Chair TJ Kennedy, play a vital role in overseeing key risk areas and providing strategic guidance.

  4. ELECTION OF DIRECTORS: BOARD NOMINEES

    | ● | Number of Independent Directors: 7 of 8 (87.5%) |

  5. ELECTION OF DIRECTORS: BOARD NOMINEES

    | ● | Number of Gender or Ethnically Diverse Directors: 5 of 8 (62.5%) |

  6. ELECTION OF DIRECTORS: BOARD NOMINEES

    | ● | 100% of our Committee Chairs Are Independent and Ethnically Diverse |

  7. ELECTION OF DIRECTORS: BOARD NOMINEES

    | ● | None of our Non-Employee Directors Currently Serve on another Public Company Board |

  8. 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.

  9. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES The Board of Directors of the Company currently consists of eight 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, eight directors, nominated by the Board of Directors, will stand for election to serve until the 2027 annual meeting of stockholders. Emily Rooney resigned from the Board of Directors on August 10, 2026, and Rose Lopez Keravuori was appointed to the Board of Directors to fill the resulting vacancy on that date. On August 29, 2026, the Board of Directors increased the size of the Board to eight members and appointed Matthew McBrady, Ph.D. to fill the resulting vacancy. At the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated Conn Davis, Leonard Elmore, Herbert Hughes, TJ Kennedy, Rose Lopez Keravuori, Matthew McBrady, Ph.D., Chris Lavern Reed, and Adam Roth 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.

  10. Director Nominee Biographies

    Director Nominee Biographies Below are the biographies of our director nominees, all of whom are incumbent directors.

  11. Director Nominee Biographies

    | | TJ Kennedy became Chair of the Board of Directors on March 2, 2026, and has served as an Independent Director on the Board of Directors since September 2025. Mr. Kennedy has served as the Chief Executive Officer and President of GeoComm, which provides public safety grade location data and maps to safeguard communities and enhance response and collaboration, since October 2025. He previously served as the Chief Executive Officer and a member of the board of directors of Wrap Technologies (Nasdaq:WRAP) from April 2022 to April 2023, a public safety technology company, and a board member from April 2021 to April 2023. From July 2020 to April 2022, Mr. Kennedy served as the Chief Executive Officer, president, and member of the board of directors of Qumu, Inc., a Nasdaq-listed company that prior to its acquisition in 2023 provided the tools to create, manage, secure, distribute and measure the success of live and on-demand video for enterprises. From January 2019 to July 2020, Mr. Kennedy served as the Chief Executive Officer and member of the board of directors of Allerio, Inc., and from January 2018 through July 2020 and since April 2023, he has served as a founder and principal of The Public Safety Network. From July 2013 to January 2018, Mr. Kennedy served as the President/Deputy Executive Director of FirstNet – First Responder Network Authority. Mr. Kennedy has served on the advisory board of Siyata Mobile Inc., a public safety communications technology company, since July 2024, on the board of directors of SkyfireAI, a venture capital backed start up focused on drone technology, since May 2023, on the board of directors of GeoComm since April 2022 through October 2025, and on the board of directors of SafetyNet, a New Zealand company responsible for operating public safety networks, since August 2020. Mr. Kennedy holds a Bachelor of Science in Health Promotion and Education from the University of Utah, and an M.B.A from Johns Hopkins University. Mr. Kennedy’s experience as a public company CEO, President and board member, his leadership experience in the public safety and less-lethal industries, and his extensive sales, marketing and operational experience, have brought significant value to his role as Chair of the Board. |

  12. Director Nominee Biographies

    | | Conn Davis became our Chief Executive Officer and a member of the Board of Directors effective March 2, 2026. He is a member of the Board’s Enterprise Risk Management Committee. Mr. Davis previously served, from March 1, 2025 to March 1, 2026, as Managing Director of Annalex Equity (“Annalex”), a private equity independent sponsor that he founded. Prior to founding Annalex, Mr. Davis was a senior member of the executive leadership team at MasterBrand Inc. (NYSE: MBC) (“MasterBrand”), serving from April 2023 to February 2025 as Executive Vice President, Strategy & Corporate Development, from September 2021, to April 2023, as EVP, Corporate Strategy and GM eCommerce and from June 2020 to September 2021, as Vice President, Corporate Strategy. Prior to joining MasterBrand, Mr. Davis served as Director of Strategy at Fortune Brands Home & Security, before which he worked at Bain & Company. Earlier in his career he practiced as an attorney. Mr. Davis holds a bachelor’s degree from Southeast Missouri State University, a J.D. from DePaul University, and an M.B.A. from the Olin Business School at Washington University in St. Louis. Mr. Davis is an accomplished executive with significant experience leading strategies and teams across product innovation and development, marketing, and eCommerce. Mr. Davis brings to the Board his deep experience building M&A strategies and pipelines, creating product innovation roadmaps, leading pricing and go-to-market redesign, his track record of delivering measurable efficiency gains, performance improvements, and driving top- and bottom-line growth. |

  13. Director Nominee Biographies

    | | Leonard Elmore has been a director since December 2021. He has served as Chair of the Nominating and Governance Committee since June 2022 and is a member of the Audit Committee and the Succession Planning Subcommittee. He served as a member of the Product Safety Committee from December 2022 until its dissolution in August 2026, 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, the focus of which is to develop, promote and lead transformational change that prioritizes the education, health, safety and success of college athletes and that 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 also worked at CBS Sports Network and at the B1G Ten Networking for more than three decades. Since August 2018, Mr. Elmore has served as Senior Lecturer at the Columbia University School of Professional Studies. 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, Greene & MacRae (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. From October 2020 to December 2025, Mr. Elmore served as a member of the Board of Directors of 1800Flowers.com (Nasdaq: FLWS), a leading online and telephonic gift and flower retailer, and served as 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 on the Board of Trustees of the University of Maryland since 2022, and 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. At the Knight Commission, he chairs the Commission’s Racial Equity Task Force and is a member of its Leadership Committee. Mr. Elmore received a J.D. from Harvard Law School and a B.A. from the University of Maryland. During his tenure on the Nominating and Governance Committee Mr. Elmore has implemented several important governance-related initiatives to strengthen the Board’s independence including the transition to an independent Board Chair and the initiation of committee charter amendments to enhance Compensation Committee approval rights regarding executive compensation. As Chair of the Nominating and Governance Committee, he has continued to reinforce the importance of independent oversight, working closely with outside counsel, including special counsel as needed, to ensure independent oversight of appropriate matters. As Chair of the committee, he also has guided the Board refreshment process through improvements to the Board’s self-evaluation process and skills matrix, informing board recruitment, education initiatives including corporate NACD membership, and several governance and compliance related initiatives. During Mr. Elmore’s tenure as Chair of the Nominating and Governance Committee, the committee has overseen crisis management planning and business continuity and succession plans. During fiscal years 2025 and 2026, Mr. Elmore, together with the Board Chair and CEO, led the Company’s Board refreshment program, and from late 2023 through February 2026 he served on the Search and Succession Subcommittee that oversaw the Company’s CEO search and selection of Mr. Davis as CEO. The Board has benefitted significantly from Mr. Elmore’s corporate governance expertise and financial literacy, gleaned through his legal education, professional experience as an attorney and as an executive in the public and private sectors, his experience on the Boards of other public companies, demonstrated commitment to justice and public safety, and his hands-on approach to oversight. Moreover, he brings the Board, particularly our new directors, important leadership qualities and a deep institutional knowledge of the history of our governance, business, and strategy. Mr. Elmore identifies as African-American, contributing to the diversity that we believe adds to the quality, depth, and perspective of our Board. |

  14. Director Nominee Biographies

    | | Herbert Hughes has been a director since July 9, 2019, and served as Board Chair from June 2022 until March 2, 2026. He served as Lead Independent Director from December 2021 through June 16, 2022. Mr. Hughes is Chair of the Audit Committee and its financial expert. He previously chaired the Company’s Compensation Committee and Nominating and Governance Committee and continues to be a member of each. Mr. Hughes has been Chair of the Search and Succession Planning Subcommittee since April 2024 and has led the Company’s 2025 and 2026 Board refreshment as well as the Board’s CEO search process culminating in the engagement of Mr. Davis, effective March 2, 2026, as the Company’s CEO. In 2022, Mr. Hughes initiated the Board’s committee refreshment program including committee leadership rotations of the Compensation and Nominating and Governance Committees. He served as Chair of an Ad Hoc Committee during 2021 and 2022 overseeing the establishment of the Company’s stock repurchase program. During his tenure as Chair of the Audit Committee, the Company eliminated material weaknesses in its financial processes and controls and implemented a robust oversight program to monitor financial and enterprise risk. As Board Chair, Mr. Hughes worked to improve information flow to the Board of Directors and drive data based strategic and operational decisions. Throughout his tenure on the Compensation Committee the Committee has prioritized shareholder engagement and shareholder input related to compensation topics including CEO performance-based incentive equity and material CEO contract terms. Mr. Hughes has over three decades of experience in finance, risk management, operational management and commercial and government contracting, including Board of Directors and executive level positions across a diverse range of industries and is an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Since February 2026 Mr. Hughes has been Co-Chairman and Co-Founder of DataX Energy, a private corporation created to acquire and develop AI data center assets. Since August 2025 he also has been Chief Financial Officer of Overwatch Grid Systems, Inc., a private company focused on AI driven sensor systems to provide digital security to critical infrastructures. Since November 2024, Mr. Hughes has been a member of the Board of Directors of Mission Arizona Health Acquisitions, Inc., a private nutritional health company. Since March 2017, Mr. Hughes also 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. From December 2023 to December 2024, Wormhole Labs underwent a reorganization under Chapter 11 of the bankruptcy code in the U.S. Bankruptcy Court for the Western District of Texas. Mr. Hughes continues to serve as Chief Financial Officer of the reorganized company. Since September 2023, Mr. Hughes has served on the Board of Directors and as Chief Financial Officer of Wormhole Information Technology Systems (WITS), which is owned in part by Wormhole Labs and builds augmented reality-based enterprise software for power grid companies and other enterprises. Through his career he has held executive level positions in businesses in the hospitality, technology, asset management, oil and gas exploration and production, and oil services industries. Mr. Hughes began his career as a trader at Kidder Peabody, then ran his own hedge fund, and served as the head of derivatives and risk management for the Bass brothers, among other positions. He 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’ involvement in several technology and AI-related businesses and his experience with businesses that are integrating new technology including AI into public safety related projects is valuable to the Company’s evolution and integration of existing and future technology into operations and products as well as Board oversight of those areas. Through his professional investment and advisory positions, Mr. Hughes offers valuable experience with some of the unique challenges related to leadership and growth of an early-stage technology business. As the Board’s first Independent Chair, Mr. Hughes built a board of diverse perspectives, experiences, and the broad range of backgrounds and skills needed to effectively exercise oversight over the Company’s development of its strategic objectives and risk management. He also has been instrumental in building a culture of active engagement by Board members, encouraging candor, and drawing on the expertise and experience of each Board member in Board efforts to facilitate the Company’s strategic direction and responsibly manage risk. Through his seven years of service including on each of our standing committees, he brings the Board deep institutional knowledge that spans the period including Byrna’s first full year selling less-lethal launchers, the opening of our U.S. production facility, our 2021 listing on Nasdaq and U.S. public offering, our historic production, supply and marketing strategies, and the evolution of the Company’s strategy that led to its ongoing Board and leadership refreshment to pursue the next phase of the Company’s growth. During Mr. Hughes’ tenure as Lead Independent Director and then Chair of the Board, he led shareholder engagement on compensation and governance topics including with our largest institutional individual investors. Moreover, Mr. Hughes has guided the development of the Company’s new strategic direction and the Board’s selection of Mr. Davis as CEO to lead that effort. As such, he is fully committed to supporting the CEO transition and the Company’s strategic implementation. Mr. Hughes’ deep institutional knowledge, historic relationships with large investors, and long leadership of the Board is extremely valuable to the Company and to Mr. Davis during this transformational period. |

  15. Director Nominee Biographies

    | | Rose Lopez Keravuori has been a director since August 2026. Ms. Keravuori served in the United States Army and Army Reserve from May 1997 to Feb 2026. She retired at the rank of Brigadier General, and most recently served in the Intelligence field with her last position as Director of Intelligence (J2) at U.S. Africa Command. During her military career, Ms. Keravuori commanded intelligence organizations from 30 to 1,300 people and served in operational assignments in Germany, Kosovo, Afghanistan, Iraq, and Africa. Her private sector experience includes leadership positions in business development, program management, and operations with BAE Systems from January 2006 to January 2011, and founding and serving as Chief Executive Officer of ROSE Solutions, a consulting firm specializing in the development and implementation of strategic initiatives for clients ranging from small businesses to federal agencies, from January 2011 to May 2021, and is president of SISU Strategic Advisors, a consulting firm that she co-founded in 2025. Ms. Keravuori currently serves as Chair of the Advisory Board of GCR Group, a global producer and marketer of critical minerals. Ms. Keravuori is a graduate of the United States Military Academy at West Point and holds a Master of Studies in Diplomatic Studies from the University of Oxford, a Master of Strategic Studies from the U.S. Army War College, and an MBA from Cameron University. Ms. Keravuori self-identifies as Hispanic and is fluent in three languages. Ms. Keravuori’s nearly three decades of leadership experience, deep expertise in international security, strategic operations, and risk management and proven ability to navigate complex global environments strengthen the Board’s leadership and strategic oversight capabilities, and adds a unique perspective to facilitate the Company’s next stage of growth as it seeks to expand across the consumer, professional security, and international markets. |

  16. Director Nominee Biographies

    | | Matthew McBrady, Ph.D. has been a director since August 2026. Dr. McBrady was appointed as Chief Financial Officer of GoBrands, Inc., the parent firm of the leading global quick commerce company, Gopuff, in October 2025. Dr. McBrady served as a director of Axon Enterprise, Inc. (Nasdaq:AXON) from January 2001 through June 2014 and from October 2016 to May 2026. During his tenure, he chaired the Audit Committee, Compensation Committee, and the M&A and Capital Structure Committee, and served as a member of the Enterprise Risk and Compliance Committee. From August 2020 through May 2026, he was a Professor of Practice in Finance at the Darden Graduate School of Business Administration at the University of Virginia (the “Darden School”), where he taught classes in Corporate Financial Strategy, Corporate Financing, and Impact and ESG Investing. From March 2022 through September 2022, Dr. McBrady served as Interim Chief Financial Officer at Workrise, a technology-enabled workforce-management and staffing company serving the energy and infrastructure sectors. Prior to returning to academia, Dr. McBrady spent more than a decade as a private equity and hedge fund investor, serving as Managing Director and Chief Investment Officer of the Multi-Strategy Hedge Funds at BlackRock, Inc., Managing Director and Head of Investment Strategy and Risk Management at Silver Creek Capital Management, LLC, and as a Senior Associate and Vice President in the North American Private Equity group at Bain Capital, LLC. Prior to becoming a professional investor, Dr. McBrady served as both a senior economic policy advisor and finance professor. During his earlier career in academia, Dr. McBrady also served as a Professor of Finance at the Darden School as well as the Wharton School of Business at the University of Pennsylvania. From August 1998 through January 2000, Dr. McBrady served as an international economist with President Clinton’s Council of Economic Advisers and the U.S. Treasury Department. In addition to his work in the private sector and academia, Dr. McBrady currently serves as an advisor to a number of impact investing funds and as a Director and longstanding Investment Committee member and the Chair of Global Partnerships, a non-profit impact investor and pioneer in the impact-first debt markets in Latin America and Africa. Dr. McBrady holds a B.A. in Economics from Harvard University, a M.Sc. in International Economics from Oxford University (U.K.) where he was a Marshall Scholar, and a Ph.D. in Business Economics from Harvard University. Dr. McBrady’s experience in the less-lethal industry, extensive corporate governance background, and expertise with operational, financial, capital markets, transactional and brand-building matters provide valuable insight for the Board and management to support Byrna’s operations, future growth and market expansion. |

  17. Director Nominee Biographies

    | | Chris Lavern Reed has been a Director since September 2020. Mr. Reed is Chair of the Compensation Committee and is a member of the Audit and Nominating and Governance Committees, and served as a member of the Product Safety Committee until its dissolution in August 2026. Since February 2026, he has served as a Board Advisor to the Arizona International Business Association (AIBA), a non-profit that seeks to promote state commerce by introducing local businesses to international opportunities. Since April 2012, has been the managing partner of Roca Property Group LLC (previously Garcia Reed Investments, LLC), a family-owned real estate investment entity. Mr. Reed has over three decades of experience in global law enforcement and international development oversight. Since August 2022 Mr. Reed has served as an International Financial Crimes Advisor, providing strategic consultation, project management, and geopolitical 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, government contracting processes, 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. He is also a member of the National Association of Corporate Directors (“NACD”) since 2025 and has leveraged his membership to provide ongoing proactive corporate guidance to help the Board stay ahead of evolving regulatory compliance, generative AI oversight, and to anticipate emerging geopolitical risk. Since Mr. Reed became Chair of the Compensation Committee, previously high turnover has been significantly reduced to industry average, and the Committee has worked to understand and address stockholder and proxy advisor feedback concerning past executive compensation decisions, engaged an independent compensation consultant to inform its decisions including recent development of an updated peer group and periodic benchmarking data. Informed by this input, the Committee has provided only performance-based equity incentives in its three most recent CEO contracts, restructured the Company’s short-term incentive program (effective fiscal 2024) to utilize a “Performance Scorecard” with pre-determined metrics and corresponding payouts and, in fiscal 2025, restructured the Company’s Long-Term Incentive Program for the named executive officers and certain other non-CEO officers to be 50% performance-based, and adopted expanded compensation disclosure in its proxy materials beyond required disclosure to improve the transparency of compensation decisions. |

  18. Director Nominee Biographies

    | | Adam Roth has been a Director since September 2025 and recently was appointed to the newly formed Enterprise Risk Management Committee. Since May 2025, he has served as founder and Managing Director of Synthesis Consulting Group, which provides strategic branding advice to senior executives, identifying and maximizing key growth opportunities. Mr. Roth retired in May 2024, from Nike, Inc. (NYSE: NKE) where he had a 25-year career leading marketing across North America, Asia-Pacific, Latin America, and Global Brands, including Running and Basketball and played a central role in some of Nike’s most iconic brand campaigns and high-profile influencer partnerships. From September 2021 to the time of his retirement, Mr. Roth was Nike’s Vice President, North America Marketing. Earlier Nike roles included VP of Asia-Pacific & Latin America Marketing, from August 2019 to September 2021, VP of Global Brand Communications, VP of Global Brand Innovation, VP of Global Running Brand, and VP of Global Basketball Brand. Earlier in his career, he held senior roles at the advertising agencies TBWA\Chiat\Day, Foote Cone & Belding, and Saatchi & Saatchi. Mr. Roth graduated magna cum laude from Brown University. Mr. Roth is a distinguished enterprise brand leader with over thirty years of experience in marketing, renowned for his dynamic, visionary approach to global brand strategy. During Mr. Roth’s long and successful tenure at Nike, he spearheaded groundbreaking, business-building campaigns that significantly expanded the brand’s global presence. Mr. Roth excels at translating consumer and marketplace insights into actionable strategies, crafting full-funnel marketing plans that deeply resonate with consumers worldwide. His commitment to sustainable business success is reflected not only in his strategic vision but also in his ability to build and lead high-performing, high-talent teams. As founder and managing director at Synthesis Consulting Group, Adam guides senior executives and emerging businesses in unlocking growth opportunities. He serves as an executive advisor to PricewaterhouseCoopers and several early-stage ventures across technology and consumer brands, drawing on his broad expertise in end-to-end brand strategy, planning and development. Dedicated to shaping the next generation of marketing talent, Mr. Roth advises the Brown University Sports Network and mentors numerous professionals across the industry. A champion of inclusive leadership, he co-founded Nike’s Global Brand Diversity, Equity & Inclusion Council and completed the Inclusive & Authentic Leadership program at Northwestern University’s Weinberg College of Arts & Sciences. Mr. Roth graduated magna cum laude from Brown University. Mr. Roth’s decades of marketing and branding experience have brought valuable growth-oriented insights to Mr. Davis and the Board in the development of the Company’s strategy to elevate its marketing and brand presence to unlock its next stage of growth. He also brings important experience with brand equity management, innovation vetting, and developing e-commerce strategies that will facilitate the Board’s oversight of go-to-market risk mitigation and the Enterprise Risk Management Committee’s oversight of risk areas that could cause reputational damage. With more than three decades of global branding and marketing experience, Mr. Roth provides valuable guidance and insights to Byrna’s Board and Management to facilitate the Company’s development and execution of its long-term growth strategy. |

  19. Compensation Discussion and Analysis

    | ● | Implementing the new long-term incentive (“LTI”) program for our executive officers as 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, with 50% of the fiscal year 2025 LTI awards made to our named executive officers (other than the CEO) being performance based2 and cliff-vesting at the end of fiscal year 2027 if and only if the performance conditions related to the Company’s revenues for fiscal year 2026 are satisfied and subject to continued employment through the end date; |

  20. Compensation Discussion and Analysis

    | ● | Continued determination of short-term cash incentive awards for fiscal year 2025 based on a preset, formulaic scorecard system to strengthen alignment between pay and performance and improve transparency to stockholders and management and approval of a preset formulaic scorecard for determination of fiscal year 2026 short-term incentive awards; |

  21. Compensation Discussion and Analysis

    | ● | Continued expanded application of the Company’s Clawback Policy to include all recipients of long-term incentive awards under the long-term incentive program, including those that are not Section 16 officers, and continued utilization of contractual mechanisms to strengthen the policy’s enforceability, including after a termination; |

  22. Compensation Discussion and Analysis

    | ● | Adopting a formal Severance Program, effective July 29, 2025, informed by peer data and on the advice of the Committee’s independent compensation advisor, FW Cook, with three tiers of coverage for the CEO, other named executive officers, and certain other senior officers; |

  23. Compensation Discussion and Analysis

    | ● | Worked with an independent outside consultant to select a new, updated representative peer group formally approved on July 11, 2025 to assess and benchmark management and Board 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; |

  24. Executive Compensation Philosophy

    | ● | Attracting and retaining highly qualified individuals capable of making significant contributions to our growth and long-term success; |

  25. Executive Compensation Philosophy

    | ● | Rewarding achievement of preselected key metrics and strategic milestones that will enhance long-term shareholder value; |

  26. Executive Compensation Philosophy

    | ● | Rewarding strategic management in furtherance of long-term sustained growth; |

  27. Executive Compensation Philosophy

    | ● | Aligning the interests of our executives with the interests of our shareholders in growing shareholder value over the long-term through equity ownership; and |

  28. Executive Compensation Philosophy

    | ● | Balancing short-term incentives that could encourage inappropriate risk taking with longer term compensation components that encourage consideration of long-term return. |

  29. Compensation Committee Role

    | ● | Restructuring of the long-term incentive program to be 50% performance based; |

  30. Compensation Committee Role

    | ● | Adoption of a Severance Program for named executive officers; |

  31. Compensation Committee Role

    | ● | Continued use of methodology, including implementation and communication of preset metrics, used in awarding annual short-term incentives awards for fiscal year 2024 performance and presetting the metrics to be used to determine fiscal year 2025 short-term incentive awards; and |

  32. Compensation Committee Role

    | ● | Use of benchmarking data from a new peer group established in 2025 to adjust the 2026 compensation package for several senior executives, including the CFO, to align generally with median as well as in setting compensation parameters used in connection with 2025 and 2026 CEO search. |

  33. Components of our Executive Compensation Structure

    | ● | No dividend payouts on any unvested equity awards; and |

  34. Components of our Executive Compensation Structure

    | ● | No non-standard change in control definitions. |

  35. 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 in past years, 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 cliff 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 financial metrics for specified periods. CEO and non-CEO RSU awards made before fiscal year 2025 provided for vesting only at the end of a multi-year service term. Performance based RSU awards in fiscal year 2025 maintained this structure, while time-based RSU awards vested in three equal tranches generally on the first, second and third anniversary of the grant date. Historic Long-Term Incentive Discussion 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. In early 2023, informed by peer data and input from FW Cook, the Company made grants to Mr. Ganz 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. In 2024, long-term incentive option grants under the program adopted in 2023 were not made to Mr. Ganz who was granted only performance-based RSUs in accordance with the 2023 Ganz Agreement.

  36. Summary Compensation Table

    Summary Compensation Table The following table sets forth all compensation paid to our named executive officers during the fiscal years ended November 30, 2025 and 2024. Individuals we refer to as our “named executive officers” include our former Chief Executive Officer and our two other most highly compensated executive officers during the fiscal year ended November 30, 2025 whose salary and bonus for services rendered in all capacities exceeded $100,000. Mr. Ganz retired as our Chief Executive Officer effective on March 2, 2026, and Luan Pham ceased serving as our President on June 13, 2026.

  37. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Other | | | | | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | (i) | | Bryan Ganz | 2025 | 495,000 | 678,150 | — | — | — | 1,173,150 | | Former Chief Executive Officer (5) | 2024 | 495,000 | 742,500 | 1,357,560 | 424,782 | — | 2,595,060 | | Laurilee Kearnes | 2025 | 334,167 | 275,370 | 330,018 | — | — | 939,555 | | Chief Financial Officer (6) | 2024 | 156,458 | 170,625 | 264,250 | — | — | 591,333 | | Luan Pham | 2025 | 329,167 | 339,075 | 380,004 | — | — | 1,048,246 | | Former President (7) | 2024 | 318,333 | 360,000 | 49,819 | 204,960 | — | 933,112 |

  38. Summary Compensation Table

    Notes:

  39. Summary Compensation Table

    | (1) The base salary of Mr. Ganz was set pursuant to a three-year contract effective on September 1, 2023. |

  40. Summary Compensation Table

    | (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. Detailed information relating to short-term incentive awards is provided in the table below under “Short-Term Incentive Detail.” |

  41. Summary Compensation Table

    | (3) Stock-based awards reported for the years ended November 30, 2025, and November 30, 2024 were restricted stock units with vesting contingent upon continued employment, with a portion of such units 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. Detailed information relating to these awards can be found in the tables below under “Executive RSU Grant Details” and “Outstanding Equity Awards at Fiscal Year-End.” |

  42. Summary Compensation Table

    | (4) All option awards for the fiscal year ended 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. |

  43. Summary Compensation Table

    | (5) Mr. Ganz retired as Chief Executive Officer effective March 2, 2026. |

  44. Summary Compensation Table

    | (6) Ms. Kearnes’ employment began on June 7, 2024 and she was appointed as Chief Financial Officer effective July 15, 2024. |

  45. Summary Compensation Table

    | (7) Mr. Pham was appointed as President effective March 17, 2026, and served as Chief Marketing and Revenue Officer prior to that date. Mr. Pham’s employment terminated effective June 13, 2026. |

  46. Conn Davis

    Conn Davis In connection with his appointment, we entered into an offer letter with Mr. Davis on March 2, 2026 (the “Davis Offer Letter”), setting forth the material terms of his employment. Under the Davis Offer Letter:

  47. Conn Davis

    | ● | Mr. Davis receives an initial base salary of $450,000 per year. |

  48. Conn Davis

    | ● | Mr. Davis is eligible to participate in our STI program, with an initial target annual bonus equal to 100% of base salary, subject to Company and individual performance and approval by the Compensation Committee. The STI Award under this program, if any, will be determined in accordance with satisfaction of financial and strategic goals that are preset by the Compensation Committee. |

  49. Conn Davis

    | ● | As approved by the Compensation Committee as part of the Company’s 2026 long-term incentive program for senior management including the CEO and other named executive officers, Mr. Davis received a 2026 annual equity award with a target grant-date value of $750,000, consisting of (i) 50% time-based RSUs vesting ratably over three years subject to continued service on each vesting date, and (ii) 50% performance-based RSUs. The performance-based RSUs cliff vest on November 30, 2028 (the “end date”) if and only if the performance conditions related to the Company’s revenues for fiscal year 2027 are satisfied and subject to continued employment through the end date. Any units that do not vest on the end date are forfeited. |

  50. Conn Davis

    | ● | As approved by the Compensation Committee, Mr. Davis received a one-time new-hire equity award of performance-based RSUs with a grant date value of $250,000, that will cliff vest in full, if at all, on the second anniversary of his start date subject to the achievement of a specified stock-price performance condition and continued employment on the vesting date. If the performance condition is not satisfied on the vesting date, the award is forfeited. |

  51. Conn Davis

    | ● | Mr. Davis is subject to our executive stock ownership guidelines, which currently require the Chief Executive Officer to own Company equity with a value equal to three times base salary within five years of his start date. |

  52. Conn Davis

    | ● | Mr. Davis participates as a Tier 1 participant in our Executive Severance Plan, as further described below. |

  53. Conn Davis

    | ● | Mr. Davis is entitled to participate in our employee benefit plans and programs on the same basis as other senior executives. |

  54. Conn Davis

    | ● | Mr. Davis’s employment is at will. |

  55. 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, 2025:

  56. 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 (4) | Market value of unearned unvested stock units ($) (3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Bryan Ganz | 450,000 | — | — | 9.23 | 3/23/32 | — | — | — | — | | | 33,333 | 33,334 | — | 8.96 | 12/8/32 | — | — | — | — | | | — | — | — | — | — | 545,000 | 9,946,250 | — | — | | Laurilee Kearnes | — | — | — | — | — | 26,939 | 491,637 | 6,939 | 126,637 | | Luan Pham | 82,500 | — | — | 9.23 | 3/23/32 | — | — | — | — | | | 16,666 | 16,667 | — | 8.96 | 12/8/32 | — | — | — | — | | | 8,400 | 33,600 | — | 6.89 | 01/28/34 | — | — | — | — | | | — | — | — | — | — | 27,990 | 510,818 | 7,990 | 145,818 |

  57. Outstanding Equity Awards at Fiscal Year-End

    Notes

  58. 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. Unexercisable option awards expiring 1/28/34 were granted on January 28, 2024 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 December 28, 2026, and the remaining 50% of the original grant will vest on December 28, 2027. Vesting of the foregoing options is contingent upon the holder remaining employed by the Company on the vesting date. The award agreement governing the options granted to Mr. Ganz on March 23, 2022 provided that in the event of a retirement that satisfied stated conditions related to age and term of service to the Company, vested options would remain exercisable until their original end date of March 23, 2032. These conditions are satisfied by Mr. Ganz’s March 2, 2026 retirement and, accordingly, the March 2022 options continue to be exercisable even though he is no longer employed by the Company. Pursuant to the terms of the Ganz Amended Employment Agreement his options granted December 8, 2022 may be exercised until March 31, 2027. Pursuant to the Plan and Mr. Pham’s award agreements his exercisable options may be exercised until September 13, 2026. |

  59. Outstanding Equity Awards at Fiscal Year-End

    | (2) The unvested stock-based awards listed for Mr. Ganz and 20,000 of Mr. Pham’s are RSUs that were granted on December 5, 2023 with 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 $6.00, $9.00 and $12.00, respectively on a 20-day volume weighted average closing price, 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. See above under “Employment Agreements” for treatment of RSUs held by Mr. Ganz in connection with his Qualified Retirement and the RSUs held by Mr. Pham in connection with his termination of service. The unvested stock-based awards listed for Ms. Kearnes include 20,000 RSUs that are subject only to time-based vesting and will vest with respect to 7,500 of the RSUs on June 19, 2026, and with respect to 12,500 of the RSUs on June 19, 2027, subject to her continued service through such dates. Additionally, 6,939 of Ms. Kearnes’s RSUs and 7,990 of Mr. Pham’s RSUs were granted on 5/2/25 and are subject only to time-based vesting and will vest with respect to 1/3 on the first anniversary of the grant, 1/3 on March 1, 2027 and the final 1/3 on March 1, 2028, contingent upon each person’s continued employment on each vesting date. |

  60. Outstanding Equity Awards at Fiscal Year-End

    | (3) Market value calculations are based on the $18.25 closing price on the last day of the Company’s fiscal year. |

  61. Outstanding Equity Awards at Fiscal Year-End

    | (4) The unvested and unearned stock-based awards listed for Ms. Kearnes and Mr. Pham are RSUs that were granted on May 2, 2025, and are subject to a double trigger of performance and time. The performance trigger is based on certain pre-set revenue targets to be achieved for fiscal year 2026. There is a sliding scale of shares to be issued based on that performance and the number of shares that are awarded could range from zero to 200% of the performance based RSUs. The RSUs will cliff-vest on November 30, 2027, only to the extent the revenue targets were satisfied, and conditioned on employment through the vesting date. Any units that do not vest on November 30, 2027, will be forfeited. Mr. Pham forfeited his unearned RSUs in connection with his termination of service pursuant to the Pham Separation Agreement. |

  62. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Executive Severance Plan On July 29, 2025, the Board, based on the recommendation of the Compensation Committee, approved the adoption of the Byrna Technologies Inc. Executive Severance Plan (the “Severance Plan”) to provide severance benefits to certain executive-level employees in the event their employment with us terminates under certain qualifying circumstances, as further described below. The Severance Plan contains the following material terms and conditions: Eligibility and Participation. Any full-time employee who is an officer and other key employees who are specifically designated by the Compensation Committee are eligible to participate in the Severance Plan. Mr. Ganz was not eligible to participate in the Severance Plan. To participate in the Severance Plan, a participant must enter into a participation agreement that sets forth the specific benefits that the participant is entitled to under the Severance Plan based on three tiers. Laurilee Kearnes, our Chief Financial Officer, is designated as Tier 2, and Conn Davis, our Chief Executive Officer, is designated as Tier 1. Luan Pham, our former President, was designated as Tier 2. Benefits Under the Severance Plan – Qualifying Termination absent Change in Control. In the event that a participant in the Severance Plan is terminated by us without cause, or resigns for good reason, other than in during the twelve-month period following a change in control, the participant will be entitled to receive accrued but unpaid compensation plus, subject to the timely execution and non-revocation of a release of claims:

  63. Potential Payments upon Termination or Change of Control

    | ● | an amount equal to product of (A) the participant’s base salary at the time of such termination, multiplied by (B) a multiple (the “Severance Multiple”), payable in monthly installments, with the Severance Multiple for Tier 1 and Tier 2 being 1.0 and the Severance Multiple for Tier 3 being 0.5; |

  64. Potential Payments upon Termination or Change of Control

    | ● | reimbursement for monthly COBRA premiums for a specified continuation period (the “Benefit Continuation Period”), with the Benefit Continuation Period for Tier 1 and Tier 2 being twelve months and the Benefit Continuation Period for Tier 3 being six months; and |

  65. Potential Payments upon Termination or Change of Control

    | ● | previously earned but unpaid annual bonus for a completed calendar year prior to the date of the termination. |

  66. Potential Payments upon Termination or Change of Control

    Benefits Under the Severance Plan – Qualifying Termination following Change in Control. In the event that a participant in the Severance Plan is terminated by us without cause, or resigns for good reason, during the twelve-month period following a change in control, the participant will be entitled to receive accrued but unpaid compensation plus, subject to the timely execution and non-revocation of a release of claims:

  67. Potential Payments upon Termination or Change of Control

    | ● | a lump-sum payment in an amount equal to product of (A) the sum of (i) the participant’s base salary at the time of such termination or, if greater, in effect on the first occurrence of a change in control, plus (ii) the participant’s target annual bonus for the year in which the termination occurred or, if greater, in effect on the first occurrence of a change in control, multiplied by (B) a multiple (the “CIC Severance Multiple”), with the CIC Severance Multiple for Tier 1 being 2.0, the CIC Severance Multiple for Tier 2 being 1.5, and the CIC Severance Multiple for Tier 3 being 0.75; |

  68. Potential Payments upon Termination or Change of Control

    | ● | a lump sum payment equal to the participant’s monthly COBRA premiums that would have otherwise been payable during a specified continuation period (the “CIC Benefit Continuation Period”), with the CIC Benefit Continuation Period for Tier 1 and Tier 2 being eighteen months and the CIC Benefit Continuation Period for Tier 3 being nine months; |

  69. Potential Payments upon Termination or Change of Control

    | ● | previously earned but unpaid annual bonus for a completed calendar year prior to the date of the termination; and |

  70. Potential Payments upon Termination or Change of Control

    | ● | full acceleration of outstanding time-based equity awards and acceleration of performance-based equity awards at target level. |

  71. Potential Payments upon Termination or Change of Control

    The Severance Plan does not provide for a gross-up payment to participants in the event that a participant is subject to an excise tax under Internal Revenue Code Section 280G and Section 4999. Instead, if such excise taxes would be triggered, payments to a participant would be cut back if doing so would result in a greater after-tax payment to the participant than if the participant received the payments and paid the excise taxes. Any benefits received by a participant pursuant to the Severance Plan will be reduced by the amount of any other severance benefits received by the participant under another severance plan maintained by us or any agreement between the participant and us that provides for severance benefits. Clawback Application to Severance Program. Amounts payable under the Severance Plan are subject to any policy of ours providing for clawback or recovery of amounts paid to a participant, whether in existence as of the effective date of the Severance Plan or later adopted. We may amend or terminate the Severance Plan at any time by providing 90 days’ advance notice to each participant, provided that such amendment or termination cannot reduce or diminish a participant’s rights under the Severance Plan without the written consent of the participant. Each participant in the severance plan is required to, and has signed, an agreement to abide by our Clawback Policy. Ganz Agreements See above under “Employment Arrangements—Bryan Ganz” for a description of severance and retirement payments that would have become payable under the 2023 Ganz Agreement and that become payable upon Mr. Ganz’s retirement under the Ganz Amended Employment Agreement. Pham Separation Agreement See above under “Employment Arrangements—Luan Pham” for a description of severance payments that became payable in connection with Mr. Pham’s separation from service under the Pham Separation Agreement. 2022 Option Grant 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.

  72. 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.

  73. 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) | | 2025 | $1,173,150 | $778,306 | $993,900 | $910,682 | $210.74 | $9.687 | | 2024 | $2,595,060 | $13,021,203 | $676,342 | $1,396,898 | $223.21 | $12.792 | | 2023 | $1,261,032 | $(1,486,908) | $674,888 | $259,610 | $67.55 | $(8.192) |

  74. 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. |

  75. Pay Versus Performance

    | (2) Our PEO for each of the applicable fiscal years 2025, 2024 and 2023 is Bryan Ganz, our former Chief Executive Officer. Mr. Ganz retired from serving as Chief Executive Officer effective March 2, 2026. |

  76. 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. |

  77. Pay Versus Performance

    | (4) Our Non-PEO NEOs for fiscal year 2025 are Ms. Kearnes and Mr. Pham; for fiscal year 2024 are Ms. Kearnes, Mr. Pham, and David North, our former Chief Financial Officer; and for fiscal year 2023 are 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. |

  78. 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, 2022 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |

  79. 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. |

  80. Pay Versus Performance

    | (7) For fiscal years 2025, 2024 and 2023, calculation of our PEO’s CAP reflects adjustments made to the total compensation amounts reported in the Summary Compensation Table (“SCT”) for those fiscal year, 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: |

  81. Pay Versus Performance

    | Fiscal Year | 2025 | 2024 | 2023 | | PEO SCT Total | $1,173,150 | $2,595,060 | $1,261,032 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(A) | $0 | $(2,479,500) | $(424,782) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | $10,534,850 | $239,998 | | + Year-Over-Year Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(623,492) | $1,764,319 | $(571,500) | | + 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 | $228,648 | $606,474 | $(1,990,875) | | - 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 | $0 | $(780) | | Compensation Actually Paid to PEO | $778,306 | $13,021,203 | $(1,486,908) |

  82. Pay Versus Performance

    | (A) For 2023, this amount represents the grant date fair value of 66,666 options. For additional information, see Note 4 to the Summary Compensation Table |

  83. Pay Versus Performance

    | (8) For fiscal years 2025, 2024 and 2023, 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 for those fiscal years, 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: |

  84. Pay Versus Performance

    | Fiscal Year | 2025 | 2024 | 2023 | | Non-PEO NEO Average SCT Total | $993,900 | $676,342 | $674,888 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(355,011) | $(240,996) | $(212,388) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $272,454 | $519,070 | $119,999 | | + Year over Year Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(48,129) | $215,995 | $(220,159) | | + 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 | $47,469 | $226,487 | $(102,678) | | - 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 | $0 | $(53) | | Average Compensation Actually Paid | $910,682 | $1,396,898 | $259,610 |

  85. 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.

  86. 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 three most recently completed fiscal years.

  87. 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 three 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.

  88. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the director compensation of our non-employee directors for fiscal year 2025:

  89. DIRECTOR COMPENSATION

    | Name(1) | Fees earned or paid in cash ($) | Stock- based Awards ($)(2)(3) | Total ($) | | Herbert Hughes | 112,960 | 142,986 | 255,945 | | Chris Lavern Reed | 73,465 | 109,998 | 183,463 | | Emily Rooney (4) | 70,419 | 109,998 | 180,417 | | Leonard Elmore | 73,005 | 109,998 | 183,003 | | TJ Kennedy | 12,939 | 92,266 | 105,205 | | Adam Roth | 12,939 | 92,266 | 105,205 |

  90. DIRECTOR COMPENSATION

    | (1) Bryan Ganz, our former Chief Executive Officer, is not included in this table because Mr. Ganz was 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 31. |

  91. DIRECTOR COMPENSATION

    | (2) All stock-based awards were RSUs 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 4,865 units as partial compensation for services to be rendered for the 2025 to 2026 annual meeting cycle, vesting of which is conditional upon full performance of such services. The stock based awards for Mr. Kennedy and Mr. Roth were pro-rated based on their time of service which amounted to 4,379 units. The award for Mr. Hughes includes a stipend of 1,459 units as partial compensation for his service as the Chair of the Board for the 2025 to 2026 annual meeting cycle. |

  92. DIRECTOR COMPENSATION

    | (3) At our 2025 fiscal year end the non-employee directors held the following unvested restricted stock units: 6,324 for Herbert Hughes; 4,865 for Chris Lavern Reed; 4,865 for Emily Rooney; 4,865 for Leonard Elmore; 4,379 for TJ Kennedy; and 4,379 for Mr. Roth. In addition, they held the following restricted stock units that had vested but had not yet been settled: 16,111 units for Herbert Hughes and 11,528 units each for Emily Rooney, Chris Lavern Reed and Leonard Elmore. |

  93. DIRECTOR COMPENSATION

    | (4) Ms. Rooney resigned from the Board of Directors effective August 10, 2026. |

  94. DIRECTOR COMPENSATION

    In July 2025, on the recommendation of FW Cook informed by an updated peer study, and the recommendation of the Compensation Committee, the Board adjusted our non-employee director compensation structure to bring it in better alignment with peers and to further align it with shareholder interests by: (i) decreasing the cash component of the base compensation from (ii) increasing the overall base compensation but shifting the weight of equity to cash components by increasing the equity component, (iii) providing cash compensation for service on each standing board committee and on the CEO Search and Succession subcommittee, and (iv) approving adjusted committee Chair stipends as laid out in the FW Cook recommendations. As a result of these changes total base compensation per annum was set at $165,000, comprised of $55,000 in cash and $110,000 in RSUs. No changes were recommended or made to the cash or equity stipends to the Chairman of the Board for his services as such. The new compensation program for non-employee directors for service on board committees provides the following stipends: (i) $7,500 per annum for each member of the Audit Committee and an additional $7,500 for the Chair of the Audit Committee, (ii) $5,000 per annum for each member of the Compensation Committee and an additional $5,000 for the Chair of the Compensation Committee, (iii) $3,750 for each member of the Nominating and Governance and Product Safety committees, and an additional $3,750 to each of their Chairs, and (iv) payment of a $10,000 additional stipend to each member of the CEO Search and Succession subcommittee, with an additional $5,000 for the Chair of that subcommittee. The following table sets forth, as of August 18, 2026, information regarding beneficial ownership of our capital stock by:

  95. DIRECTOR COMPENSATION

    | ● | each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; |

  96. DIRECTOR COMPENSATION

    | ● | each of our current executive officers and our named executive officers; |

  97. DIRECTOR COMPENSATION

    | ● | each of our directors and director nominees; and |

  98. DIRECTOR COMPENSATION

    | ● | all our current executive officers and directors as a group. |

  99. 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 August 18, 2026. 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 23,404,754 shares of our common stock issued and outstanding as of August 18, 2026. Common stock subject to stock options currently exercisable or exercisable within 60 days of August 18, 2026 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.

  100. DIRECTOR COMPENSATION

    | Names and Address (1) | Common Stock | Percent of Class | | Greater Than 5% Stockholders | | | | Pierre Lapeyre Jr. (2) | 2,891,943 | 12.4% | | FMR LLC (3) | 1,627,566 | 7.0% | | Bryan Scott Ganz (6) | 2,296,635 | 9.6% | | Current Executive Officers | | | | Conn Davis (4) | 22,108 | * | | Laurilee Kearnes (5) | 18,887 | * | | Named Executive Officers | | | | Bryan Scott Ganz (6) | 2,296,635 | 9.6% | | Luan Pham (7) | 21,811 | * | | Laurilee Kearnes (5) | 18,887 | * | | Directors | | | | Conn Davis (4) | 22,108 | * | | Leonard Elmore (8) | 60,811 | * | | Herbert Hughes (9) | 178,342 | * | | TJ Kennedy (10) | 34,189 | * | | Rose Lopez Keravuori (11) | 561 | * | | Matthew McBrady, Ph.D. | — | * | | Chris Lavern Reed (12) | 66,585 | * | | Adam Roth (13) | 4,379 | * | | All Current Executive Officers and Directors as a group (9 persons) (14) | 385,862 | 1.6% |

  101. DIRECTOR COMPENSATION

    * Less than 1%

  102. 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. |

  103. DIRECTOR COMPENSATION

    | (2) This information is based in part upon a Schedule 13G filed by Mr. Lapeyre on February 1, 2022. Mr. Lapeyre’s principal business address is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, NY 10019. |

  104. DIRECTOR COMPENSATION

    | (3) This information is based upon an amended Schedule 13G amendment filed by FMR LLC (“FMR”) and Abigail P. Johnson on August 7, 2026. 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. |

  105. DIRECTOR COMPENSATION

    | (4) Consists of 22,108 shares of common stock owned by Mr. Davis |

  106. DIRECTOR COMPENSATION

    | (5) Consists of 18,887 shares of common stock owned by Ms. Kearnes. |

  107. DIRECTOR COMPENSATION

    | (6) This information is based upon an amended Schedule 13D amendment filed by Bryan S. Ganz, Northeast Industrial Partners LLC (“NEIP”), Judith L. Ganz Trust (the “JLG Trust”), Li Ganz, BSG Family Investment LLC (“BSG”) and BG 2025 Irrevocable Exempt Trust (the “BG Trust”) on August 12, 2026. The principal business address of the reporting persons is 300 Tradecenter Drive, Suite 7640, Woburn, MA 01801. Consists of (i) 984,323 shares of common stock owned by Mr. Ganz in his individual capacity, (ii) options exercisable into 516,667 shares of common stock within 60 days of August 18, 2026, (iii) 243,859 shares of common stock owned by Northeast Industrial Partners LLC, of which Mr. Ganz has shared voting and dispositive power, (iv) 70,753 shares of common stock owned by the JLG Trust, of which Mr. Ganz is the trustee, (v) 11,800 shares of common stock owned by Li Zhang, who is Ms. Ganz’s spouse, and (vi) 469,233 shares of common stock owned by BSG. Mr. Ganz is the manager of BSG, and the BG Trust is the sole member of BSG, with Mr. Ganz having the power to replace the trustee of the BG Trust. Mr. Ganz has disclaimed beneficial ownership with respect to the shares of common stock held by NEIP, the JLG Trust, the BG Trust and Li Ganz, in each case except to the extent of his pecuniary interest therein. |

  108. DIRECTOR COMPENSATION

    | (7) Mr. Pham’s employment terminated effective June 13, 2026. Consists of 21,811 shares of common stock owned by Mr. Pham. |

  109. DIRECTOR COMPENSATION

    | (8) Consists of 60,811 shares of common stock owned by Mr. Elmore. |

  110. DIRECTOR COMPENSATION

    | (9) Consists of (i) 161,842 shares of common stock owned by Mr. Hughes, and (ii) 16,500 shares of common stock owned by Mr. Hughes’ brother. |

  111. DIRECTOR COMPENSATION

    | (10) Consists of (i) 33,379 shares of common stock that are held by Mr. Kennedy, and (ii) 810 shares of our common stock that may be issued within 60 days of August 18, 2026 upon the vesting of restricted stock units that are held by Mr. Kennedy. |

  112. DIRECTOR COMPENSATION

    | (11) Consists of 561 shares of common stock that may be issued within 60 days of August 18, 2026 upon the vesting of restricted stock units that are held by Ms. Keravuori. |

  113. DIRECTOR COMPENSATION

    | (12) Consists of 66,585 shares of common stock owned by Mr. Reed. |

  114. DIRECTOR COMPENSATION

    | (13) Consists of 4,379 shares of common stock owned by Mr. Roth. |

  115. DIRECTOR COMPENSATION

    | (14) Consists of an aggregate of (i) 367,991 shares of common stock owned by executive officers and directors directly, (ii) 16,500 shares of common stock held by the brother of a director, and (iii) 1,371 shares of common stock that may be issued within 60 days of August 18, 2026 upon the vesting of restricted stock units that are held by certain directors. |

  116. 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:

  117. Limitation of Liability and Indemnification of Directors and Officers

    | • | breach of a director’s duty of loyalty to the corporation or its stockholders; |

  118. 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; |

  119. Limitation of Liability and Indemnification of Directors and Officers

    | • | unlawful payment of dividends or redemption of shares; or |

  120. Limitation of Liability and Indemnification of Directors and Officers

    | • | transaction from which the director derives an improper personal benefit. |

  121. 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.

  122. 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.