DEF 14A of VirTra, Inc
Filed Apr 29, 2026 · FY20250001493152-26-019622
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, Johnson and Ayers, and Lt. Gen. (R) Gervais, were elected at the last annual meeting of shareholders held in October 2025. Mr. Jeffrey Brown, who was elected as a director in 2011, departed the Company in February 2026, creating a vacancy on the Board. Mr. Grant Barber was elected by the remaining directors to fill the vacancy in February 2026. He was identified as a candidate for election as a director by the Board and the executive officers of the Company based on his previous financial and accounting experience. Each of the nominees, including Mr. Barber, was 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 majority 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 seven meetings during the fiscal year ended December 31, 2025. There were no directors who attended less than 75% of the aggregate of the meetings of the Board and the committees on which he/she served.
Board Recommendation
Board Recommendation The Board recommends a vote FOR the election of each of Messrs. Givens, Johnson, Ayers and Barber and Lt. Gen. (R) Gervais. Proxies will be voted FOR the election of the five nominees, unless otherwise specified.
Director Nominees
Director Nominees The following table sets forth the names, positions and ages (as of the date of the Annual Meeting) 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
| Name | Age | Position/Title | | John F. Givens II | 62 | Chairman, Chief Executive Officer and Director | | Alanna Boudreau | 46 | Chief Financial Officer | | Gregg C.E. Johnson | 61 | Director | | Michael T. Ayers | 62 | Director | | Maria R. Gervais | 60 | Director | | Grant A. Barber | 67 | Director |
Director Nominees
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, became the sole Chief Executive Officer in August 2023, and has served as a director of our company since November 2, 2020. Mr. Givens has over 20 years’ experience as a board member, entrepreneur, and corporate executive. In 2010, Mr. Givens established Bohemia Interactive Simulations Inc. (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 the 600 Group PLC (AIM: SIXH), a publicly listed U.K.-based global industrial laser company. At The 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 The 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. 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 October 2021, Mr. Johnson has been the chief executive officer of Serenus Global Inc., a privately held 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. (nka Vivos Therapeutics, Inc.), a company which focuses on the development and commercialization of innovative biomedical treatment alternatives for sleep apnea, 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 served as a director since October 2024 and 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 has served as a director since October 2024 and 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, specifically as a thought leader and subject matter expert in the modeling, simulation, virtual/ gaming, and training domains, uniquely positions 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. Grant A. Barber. Mr. Barber was elected as a director in February 2026. He has more than 35 years of international financial and operational leadership across technology, telecommunications, and industrial technology markets. From January 2006 to November 2022, he was the executive vice president and chief financial officer for Hughes Communications, Inc., a publicly-traded company acquired by EchoStar Corporation in 2011. During his tenure at Hughes, he helped lead the company’s transformation into a public company, overseeing regulatory reporting, public company filings, investor engagement, and multinational governance requirements. He also supported major strategic initiatives that strengthened operational performance and global market reach. Before Hughes, Barber held a similar position at Acterna Inc., a global communications equipment company, where he led a rapid operational turnaround that restored performance. Earlier in his career, he spent nearly two decades at Nortel Networks, overseeing multi-billion-dollar regional and global finance operations across North America and Europe. Mr. Barber holds an Honours Bachelor of Business Administration from Wilfrid Laurier University and has served on several boards, including CIG Wireless Corp. (CIGW), Cloudbolt Software, Inc., and Hughes Systique, LLC. We believe his extensive experience in global finance, strategic planning, and public company governance make him well-qualified to serve on our Board of Directors.
Director Nominees
There are no family relationships between any of the executive officers and directors.
Director Compensation
Director Compensation
2025 Director Compensation Table
2025 Director Compensation Table
2025 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 (1) | $30,000 | $24,360 | $- | $- | $- | $- | $54,360 | | Gregg C.E. Johnson | $30,000 | $24,360 | $- | $- | $- | $- | $54,360 | | Michael T. Ayers | $30,000 | $21,315 | $- | $- | $- | $- | $51,315 | | Lt. Gen. (R) Maria Gervais | $30,000 | $36,540 | $- | $- | $- | $- | $66,540 |
2025 Director Compensation Table
| (1) Mr. Brown resigned as a director in February 2026. |
2025 Director Compensation Table
Beginning July 1, 2024, each non-employee director (currently Messrs. Barber, Johnson, and Ayers and Lt. Gen.(R) Gervais) are paid $2,500 per month quarterly in arrears to cover all Board and committee meetings, actions by written consent, and attendance fees. We reimburse our non-employee directors for reasonable travel expenses incurred in attending Board and committee meetings. In addition, on the last business day immediately prior to the annual stockholders meeting, each non-employee director is to receive 2,000 restricted stock units plus 500 restricted stock units for each committee on which he/she serves. The 500 restricted stock unit grant is increased to 1,000 for committees on which the director serves as chair. We also may allow our non-employee directors to participate in any equity compensation plans that we have adopted or may adopt in the future. Historically, our directors that are our employees, have not received compensation for their service as directors.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| | Fiscal | | | Stock | Option | All Other | | | Name and | Year | Salary | Bonus | Awards | Awards | Compensation | Total | | Principal Position | Ended | ($) | ($) | ($) | ($) | ($) | ($) | | John F. Givens II | 12/31/2025 | $360,499 | $8,930 | $145,750 | $- | $- | $515,179 | | Chief Executive Officer | 12/31/2024 | $354,361 | $53,286 | $796,448 | $- | $- | $1,204,095 | | Alanna Boudreau | 12/31/2025 | $212,180 | $5,073 | $24,250 | $- | $- | $241,503 | | Chief Financial Officer | 12/31/2024 | $201,385 | $28,236 | $78,300 | $- | $- | $307,921 |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End No stock options were outstanding as of December 31, 2025.