DEF 14A of VirTra, Inc
Filed Sep 6, 2024 · FY20230001493152-24-035295
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS Five directors are to be elected at the Annual Meeting. Four of the director nominees, Messrs. Givens, Brown, Johnson, and McDonnell, were elected at the last annual meeting of shareholders held in October 2023. Mr. Robert Ferris, who was elected as a director in October 2023, departed the Company in July 2024, creating a vacancy on the Board. Mr. McDonnell has declined to be a candidate for re-election. Michael T. Ayers and Lt. Gen.(R) Maria R. Gervais have been identified as candidates for election as directors by the Nominating and Corporate Governance Committee of the Board based on the needs of the Company and their experience. Each of the nominees were recommended for nomination for election by the Nominating and Corporate Governance Committee, which is comprised solely of independent directors. Each of the nominees has consented to serve as a director if elected. If, at the time of the Annual Meeting, any nominee should be unable to serve, it is the intention of the persons designated as proxies to vote, in their discretion, for such other persons as may be designated as a nominee by the Board. The Company’s bylaws require directors to be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present (with “abstentions” and “broker non-votes” not counted as a vote cast with respect to that director). All of our directors and director nominees are encouraged to attend the annual meetings of our stockholders. The Board of Directors held two meetings during the fiscal year ended December 31, 2023 at which all directors attended, and acted by unanimous written consent four times.
Director Nominees and Executive Officers
Director Nominees and Executive Officers The following table sets forth the names, positions and ages of our director nominees, each of whom currently serves as a member of our Board of Directors, as well as our executive officers.
Director Nominees and Executive Officers
| Name | Age | Position/Title | | John F. Givens II | 60 | Chairman of the Board, Chief Executive Officer and Director | | Alanna Boudreau | 44 | Chief Financial Officer | | Jeffrey D. Brown | 61 | Director | | Gregg C.E. Johnson | 59 | Director | | Michael T. Ayers | 60 | Nominee for director | | Lt. Gen.(R) Maria R. Gervais | 58 | Nominee for director |
Director Nominees and Executive Officers
Biographical information concerning the director nominees listed above is set forth below: John F. Givens II. Mr. Givens was appointed as Co-Chief Executive Officer as of April 11, 2022, and has served as a director of our company since November 2, 2020. Mr. Givens was appointed to the role of Chief Executive Officer in August of 2023. Mr. Givens has over 20 years’ experience as a board member, entrepreneur, and corporate executive. He currently serves as a military board advisor to Bohemia Interactive Simulations (BISim), a global developer of advanced military simulation and training software. In 2010, Mr. Givens established the US company of BISim, and as president, took military simulations products from inception to production. Mr. Givens has achieved numerous awards and honors, including appointment to the board of directors of the National Center for Simulation (NCS), an association of defense companies, and the “Pioneer Awards” for outstanding contributions and innovations to the training and effectiveness of US and overseas soldiers, sailors, and airmen. Mr. Givens graduated with a Bachelor of Science degree in Computer Science from the Florida Institute of Technology and proudly served in the United States Army. We believe Mr. Givens’ history as founder and president of BISim, and his business development expertise, technology background and extensive management experience provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. Alanna Boudreau. Ms. Boudreau was appointed as our Chief Financial Officer as of December 2022. She brings over 20 years of experience in managerial, financial and operating functions, most recently serving as group controller for 600 Group PLC (AIM: SIXH), a publicly-listed U.K.-based global industrial laser company. At 600 Group, she oversaw all accounting activities for a business with over $30 million of revenues that included two manufacturing plants and offices in Orlando, Florida and United Kingdom. Prior to 600 Group, Boudreau was an Accounting Manager at Advent Health, a leading U.S.-based nonprofit health care company, where she oversaw accounting functions for 12 locations. Boudreau graduated Summa Cum Laude from the New York Institute of Technology, receiving a Bachelor of Science in Business Administration. She received an MBA from the University of Phoenix. Jeffrey D. Brown. Mr. Brown has served as a director of our Company since 2011. Mr. Brown has been a Certified Public Accountant (“CPA”) since 1993 and a Financial Advisor for over 19 years, performing financial services for a wide range of companies and individuals. From 2002 to 2004, Mr. Brown was the Chief Financial Officer for Gold Canyon Candles, a provider of fragranced candles and accessories during a period of rapid growth in revenues. From 1990 to 1994, Mr. Brown was an auditor at Ernst & Young performing audits for a variety of organizations. Mr. Brown received a Bachelor of Science in Accounting from California State University, San Bernardino and his CPA designation in 1993. We believe Mr. Brown’s history as a financial and accounting services professional, and a former auditor and management experience provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. Gregg C.E. Johnson. Mr. Johnson has served as a director of our Company since November 2022. He received his law degree in 1988 from Osgoode Hall Law School in Toronto, Canada, and was admitted as a lawyer in Alberta in 1989. He also has extensive experience in corporate compliance and senior management of high-growth entrepreneurial companies. Since May 2024, he has been the managing director of Collaborative Capital Partners, LLC, a firm which provides consulting services, focusing on high-growth entrepreneurial companies seeking access to capital and global manufacturing logistics and distribution. From October 2021 to February 2024, Mr. Johnson was the chief executive officer of Serenus Global Inc., a privately held fast growing medical company based in Tempe, Arizona and Calgary, Alberta. From January 2017 to November 2021, he was the chief executive officer of Upeva, Inc., which provided business advisory services pertaining to capital markets, corporate finance, mergers and acquisitions, crowdfunding, and NASDAQ compliance. Mr. Johnson was the primary advisor to our board on our successful effort to list our stock on NASDAQ as well as a member of VirTra’s Advisory Board. He has served as corporate secretary and a director of Vivos Biotechnologies, Inc. (aka Vivos Therapeutics, Inc.), a company which focuses on the development and commercialization of innovative biomedical treatment alternatives, from May 2016 to March 2018. His career has included experience in all stages of public company development and venture capital for emerging growth companies across Canada and the United States. We believe Mr. Johnson’s experience in law, business, corporate compliance and emerging companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors. Michael T. Ayers. Mr. Ayers has had over 35 years in law enforcement. Since January 2019, Mr. Ayers has been the Executive Director of the Georgia Peace Officer Standards and Training Council, which is a state agency consisting of 39 staff members with oversight of approximately 59,000 peace officers, correctional officers, jailors and communication officers’ training and certification. He spent 29 years (January 1990 to January 2019) with the Georgia Bureau of Investigation. In his last position as special agent in charge, he managed investigative activities in an area covering over 30 counties and directly supervised, trained, and developed special agents for the Bureau. We believe that his experience in law enforcement, from patrol officer to senior policy roles, will contribute to the Company being able to produce and deliver better training products and make him well qualified to serve on our Board of Directors. Lt. Gen.(R) Maria R. Gervais. Lt. Gen.(R) Gervais retired from the U.S. Army in August 2024 after having served in various capacities for over 37 years. In her last position (May 2021 to August 2024), she served as the Deputy Commanding General at the U.S. Army Training and Doctrine Command, with responsibility for leading the talent acquisition, workforce development, and strategic communication for a 1.2 million member organization with a program budget of $5.1 billion. She directed the recruitment, on-boarding, and training of 100,000 employees and workforce development of over 800,000 employees each year. From October 2017 to May 2021, she served as the first Synthetic Training Environment Cross Functional Team Director, where she led the effort to streamline the Army’s acquisition process to accelerate modernization of the Army’s training enterprise. Her efforts resulted in the then existing process being reduced from 7 years to 2 years, the accelerated delivery (by 10+ years) of a new training methodology that improved workforce performance, and paving the way for adoption of 3D terrain with the Army. We believe that her extensive career and experience in the U.S. Army, in increasing roles of responsibility, uniquely position her to provide the depth and breadth of knowledge necessary to help the Company make informed decisions related to the military sales expansion initiatives currently being undertaken and make her well qualified to serve on our Board of Directors. There are no family relationships between any of the executive officers and directors.
Director Compensation
Director Compensation
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name | Fees earned or paid in cash | Stock Awards | Option Awards | Non-equity incentive plan compensation | Nonqualified deferred compensation earnings | All Other Compensation | Total | | Jeffrey D. Brown | $24,000 | $- | $- | $- | $- | $- | $24,000 | | Gregg C.E. Johnson | $24,000 | $- | $- | $- | $- | $- | $24,000 | | James McDonnell | $24,000 | $50,000 | $- | $- | $- | $- | $74,000 |
2023 Director Compensation Table
We approved the payments of quarterly and annual cash retainers to each non-employee director (Messrs. Brown, Johnson, and McDonnell) to cover all Board and committee meetings, actions by written consent, and attendance fees. The cash retainers are in lieu of previously Board-approved awards of stock options and any other compensation to non-employee directors for serving on the Board of directors and committees. We reimburse our non-employee directors for reasonable travel expenses incurred in attending Board and committee meetings. We also may allow our non-employee directors to participate in any equity compensation plans that we have adopted or may adopt in the future. Historically, our directors that are our employees, have not received compensation for their service as directors.
2023 Summary Compensation Table
2023 Summary Compensation Table
2023 Summary Compensation Table
| | Fiscal | | | Stock | Option | All Other | | | Name and | Year | Salary | Bonus | Awards | Awards | Compensation | Total | | Principal Position | Ended | ($) | ($) | ($) | ($) | ($) | ($) | | Robert D. Ferris (1) | 12/31/2023 | $349,860 | $12,334 | | $47,850 | $- | $410,044 | | Executive Chairman | 12/31/2022 | $360,481 | $- | $80,702 | $- | $- | $441,183 | | John F. Givens II (1) | 12/31/2023 | $349,860 | $6,943 | $617,332 | | $- | $974,135 | | Chief Executive Officer | 12/31/2022 | $188,065 | | $414,914 | | | $602,979 | | Alanna Boudreau (2) | 12/31/2023 | $185,385 | $307 | $36,800 | $- | $- | $222,492 | | Chief Financial Officer | 12/31/2022 | $8,308 | | $- | $- | $- | $8,308 |
2023 Summary Compensation Table
| (1) Messrs. Ferris and Givens served as Co-Chief Executive Officers from April 2022 until August 15, 2023, when Mr. Ferris became the Executive Chairman of the Board and Mr. Givens became the Chief Executive Officer. | | (2) Ms. Boudreau became the Chief Financial Officer of the Company on December 1, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2023:
Outstanding Equity Awards at 2023 Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Un exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Robert D. Ferris | 4/1/2017 | 5,000 | - | - | $4.30 | 4/1/2024 | | | 7/1/2017 | 5,000 | - | - | $3.76 | 7/1/2024 | | Total | | 10,000 | | | | |