DEF 14A of VirTra, Inc
Filed Aug 26, 2025 · FY20240001641172-25-025433
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS Five directors are to be elected at the Annual Meeting. All of the director nominees were elected at the last annual meeting of shareholders held in October 2024. 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 six meetings during the fiscal year ended December 31, 2024 at which all of the incumbent directors attended.
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 | 61 | Chairman of the Board, Chief Executive Officer and Director | | Alanna Boudreau | 45 | Chief Financial Officer | | Jeffrey D. Brown | 62 | Director | | Gregg C.E. Johnson | 60 | Director | | Michael T. Ayers | 61 | Director | | Lt. Gen.(R) Maria R. Gervais | 59 | 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 initially 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 and became Board Chair in July 2024. 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 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. 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 20 years, performing financial services for a wide range of companies. 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. From October 2021 to February 2024, Mr. Johnson was a director and chief executive officer of Serenus Global Inc., a privately held fast growing controlled substance 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 – NASDAQ: VVOS), a company focused on the development and commercialization of an FDA cleared innovative biomedical treatment modality for moderate to severe 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 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. t. Gen.(R) Gervais retired from the U.S. Army in August 2024 after 37 years of service. She is a visionary and transformational leader who created and implemented the Army’s $2 billion Synthetic Training Environment initiative to revolutionize the Army’s collective training enterprise. In her last position as the Deputy Commanding General for U.S. Army Training and Doctrine Command (May 2021 to August 2024), she provided oversight, 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. 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. We believe that her extensive career and focused programmatic, acquisition, and requirement development experience while serving in the U.S. Army, coupled with being a thought leader and subject matter expert in the modeling, simulation, virtual/ gaming, and training domains, uniquely position her to provide the depth and breadth of knowledge necessary to help the Company and the Board of Directors 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
2024 Director Compensation Table
2024 Director Compensation Table
2024 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 | $25,500 | $26,080 | $21,050 | $- | $- | $- | $72,630 | | Gregg C.E. Johnson | $25,500 | $29,340 | $- | $- | $- | $- | $54,840 | | James McDonnell(1) | $18,000 | $- | $- | $- | $- | $- | $18,000 | | Michael T. Ayers(2) | $5,887 | $- | $- | $- | $- | $- | $5,887 | | Lt. Gen.(R) Maria R. Gervais(2) | $5,887 | $- | $- | $- | $- | $- | $5,887 |
2024 Director Compensation Table
(1) Mr. McDonnell served until October 21, 2024. (2) Mr. Ayers and Lt. Gen.(R) Gervais commenced serving on the board beginning October 21, 2024. Beginning July 1, 2024, each non-employee director (Messrs. Brown, Johnson, and Ayers and Lt. Gen.(R) Gervais) are paid $2,500 per month quarterly in arrears to cover all Board and committee meetings, actions by written consent, and attendance fees. We reimburse our non-employee directors for reasonable travel expenses incurred in attending Board and committee meetings. In addition, on the last business day immediately prior to the annual stockholders meeting, each non-employee director is to receive 2,000 restricted stock units plus 500 restricted stock units for each committee on which he/she serves. The 500 restricted stock unit grant is increased to 1,000 for committees on which the director serves as chair. We also may allow our non-employee directors to participate in any equity compensation plans that we have adopted or may adopt in the future. Historically, our directors that are our employees, have not received compensation for their service as directors.
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 Summary Compensation Table
| | Fiscal | | | Stock | Option | All Other | | | Name and | Year | Salary | Bonus | Awards | Awards | Compensation | Total | | Principal Position | Ended | ($) | ($) | ($) | ($) | ($) | ($) | | Robert D. Ferris(1) | 12/31/2024 | $201,842 | $13,322 | $833,000 | $59,600 | $105,3692 | $1,213,133 | | Executive Chairman | 12/31/2023 | $349,860 | $12,334 | $- | $47,850 | $- | $410,044 | | John F. Givens II(1) | 12/31/2024 | $354,361 | $53,286 | $796,448 | $- | $- | $1,204,095 | | Chief Executive Officer | 12/31/2023 | $349,860 | $6,943 | $617,332 | $- | $- | $974,135 | | Alanna Boudreau | 12/31/2024 | $201,385 | $28,236 | $78,300 | $- | $- | $307,921 | | Chief Financial Officer | 12/31/2023 | $185,385 | $307 | $36,800 | $- | $- | $222,492 |
2024 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 and Mr. Givens became the Chief Executive Officer. Mr. Ferris resigned as Executive Chairman effective July 12, 2024. | | (2) Mr. Ferris’ compensation includes the first portion of a separation agreement payment which is $175,000 per year starting July 15, 2024 through July 15, 2029. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End No stock options were outstanding as of December 31, 2024.