byrn20241017_def14a.htm

DEF 14A 1 byrn20241017_def14a.htm FORM DEF 14A byrn20241017_def14a.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

BYRNA TECHNOLOGIES INC.

(Name of Registrant as specified in its Charter)

(Name of Person(s) Filing Proxy Statement), if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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BYRNA TECHNOLOGIES INC.

100 Burtt Road, Suite 115

Andover, MA 01810

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Byrna Technologies Inc., a Delaware corporation (the “Company” or “Byrna”), to be held at 10:00 a.m., Eastern Standard Time, on Wednesday, November 20, 2024 at the offices of Byrna Technologies, Inc. 100 Burtt Rd., Suite 115, Andover, MA 01810. At the meeting, we will be voting on the matters described in the accompanying Proxy Statement.

Items of Business

To elect five (5) directors named in the Company’s proxy statement to serve until the next Annual Meeting of Stockholders or until their respective successors are qualified and elected (the “Election of Directors Proposal”);

To ratify the appointment of EisnerAmper LLP as Byrna’s independent registered public accountants for the fiscal year ending November 30, 2024 (the “Auditor Ratification Proposal”);

To approve an amendment to the Byrna Technologies Inc. Amended and Restated 2020 Equity Incentive Plan (the “Plan”) to increase the number of shares available for issuance thereunder by 2,375,000 shares and to prohibit the payment or accrual of dividends on unvested or unexercised stock options, stock appreciation rights and stock bonus awards (the “Plan Proposal”);

To approve, by non-binding vote, the Company’s executive compensation (“Say on Pay”); and

To transact such other business as may properly come before the meeting.

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Voting

Only stockholders of record as shown in the books of our transfer agent at the close of business on October 14, 2024 are entitled to notice of, and to vote at, the Annual Meeting. At least ten days prior to the meeting, a complete list of stockholders entitled to vote will be available for inspection by any stockholder for any purpose germane to the meeting, during ordinary business hours, at the Company’s corporate headquarters, 100 Burtt Road, Suite 115, Andover, MA 01810.

On or about October 21, 2024, the Notice of Annual Meeting, Proxy Statement and Proxy Materials are first being mailed to our stockholders of record as of the Record Date.

Regardless of whether you expect to attend the meeting, please vote in advance of the meeting by using one of the methods described in the Company’s proxy statement (the “Proxy Statement”). As a stockholder of record, you may vote your shares (1) at the meeting, (2) by telephone, (3) through the Internet, or (4) by completing and mailing a proxy card. Specific instructions for voting by telephone or through the Internet are included in the Proxy Statement. If you attend and vote at the meeting, your vote at the meeting will replace any earlier vote you cast.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Wednesday, November 20, 2024: The Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended November 30, 2023 are available at www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material. www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

By Order of the Board of Directors

/s/ Lisa Wager

Corporate Secretary

100 Burtt Road, Suite 115

Andover MA 01810

October 21, 2024

Even though you may plan to attend the meeting, please vote by telephone, through the Internet, or, if you receive your proxy materials by mail, execute the enclosed proxy card and mail it promptly in the accompanying postage-free return envelope. Stockholders who received proxy materials in the mail are also welcome to vote by telephone or through the Internet by following the instructions on the proxy card. Should you attend the meeting, you may revoke your proxy and vote at the meeting if you wish to change your vote.

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BYRNA TECHNOLOGIES INC.

100 Burtt Road, Suite 115

Andover, MA 01810

__________________________________________________________

2024 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Byrna Technologies Inc. (“Byrna”, the “Company,” “we,” “us,” or “our”) to be voted at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). On or about October 21, 2024, the Notice of Annual Meeting, Proxy Statement and Proxy Materials are first being mailed to our stockholders of record as of October 14, 2024, the Record Date, and our notice of annual meeting, proxy materials, and 2023 Annual Report are first being posted on www.proxyvote.com. All website addresses given in this document are for informational purposes only and are not intended to be an active link or to incorporate any website information into this document.

Stockholders as of the Record Date are invited to attend the Annual Meeting which will take place on Wednesday, November 20, 2024, beginning at 10:00 a.m. Eastern Time at the offices of Byrna Technologies Inc., 100 Burtt Road, Andover, MA, 01810 and any adjournments or postponements thereof. You may obtain directions to the Annual Meeting at www.proxyvote.com.

Whether or not you are able to attend the Annual Meeting, you are urged to vote your proxy, either by mail, telephone or on the Internet. Specific instructions for voting by telephone or through the Internet are included in this Proxy Statement. If you attend and vote at the meeting, your vote at the meeting will replace any earlier vote you cast. Proxies also may be voted at any adjournment or postponement of the Annual Meeting.

iii

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BYRNA TECHNOLOGIES INC.

PROXY STATEMENT FOR THE

2024 ANNUAL MEETING OF STOCKHOLDERS

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		Page
NOTICE OF ANNUAL MEETING		i
PROXY STATEMENT		iii
2024 PROXY SUMMARY		1
ABOUT THE MEETING		4
PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES		8
OUR BOARD AND ITS COMMITTEES		9
CORPORATE GOVERNANCE		22
REPORT OF THE AUDIT COMMITTEE		24
EXECUTIVE COMPENSATION		25
EQUITY COMPENSATION PLAN INFORMATION		46
DIRECTOR COMPENSATION		47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		48
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		50
PRINCIPAL ACCOUNTING FEES AND SERVICES		53
PROPOSAL 2: RATIFICATION OF ENGAGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		54
PROPOSAL 3: AMENDMENT TO AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN		55
PROPOSAL 4: NON-BINDING RATIFICATION OF EXECUTIVE COMPENSATION		63
HOUSEHOLDING OF PROXY MATERIALS		64
STOCKHOLDER PROPOSALS		64
OTHER MATTERS		65
ANNEX A: AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN, AS AMENDED		A-1

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2024 PROXY SUMMARY

2024 PROXY SUMMARY

This summary highlights selected information contained in this Proxy Statement. Please review the entire Proxy Statement and our 2023 Annual Report before voting your shares.

ANNUAL MEETING OF STOCKHOLDERS

Time and Date:	10:00 a.m., Eastern Time, Wednesday, November 20, 2024

Meeting Location:	Offices of Byrna Technologies Inc. 100 Burtt Rd., Suite 115, Andover, MA 01810

Record Date:	October 14, 2024

Voting:	Stockholders as of the Record Date are entitled to vote. Each share of common stock is entitled to vote for each director nominee and one vote for each of the other proposals to be voted on.

ANNUAL MEETING AGENDA

Proposal		Board Recommendation	More Information
1.	Election of the five directors named in this Proxy Statement	FOR EACH NOMINEE	Page 8
2.	Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accountants for the fiscal year ending November 30, 2024	FOR	Page 54
3.	Approval of an amendment to the Byrna Technologies Inc. Amended and Restated 2020 Equity Incentive Plan to increase the number of shares available for issuance thereunder by 2,375,000 shares and to prohibit the payment or accrual of dividends on unvested or unexercised stock options, stock appreciation rights and stock bonus awards	FOR	Page 55
4.	Approval, by non-binding vote, of the Company's executive compensation ("Say on Pay")	FOR	Page 63

Recent Performance Highlights

●	Successfully implemented new marketing strategy based on key influencer partnerships and direct-to-consumer marketing across multiple channels, with a focus on radio, television, and social media.
●	Demonstrated the sustainability and scalability of the new marketing program, with expansion of our celebrity roster, generating record revenues of over $20 million in each of the Company’s most recent two quarters and year-to-date revenues through August 2024 of nearly $60 million.
●	Delivered 12-month Total Shareholder Return (“TSR”) of over 200% following the launch of our new marketing strategy in the fourth quarter of fiscal year 2023.
●	Demonstrated added value of the new marketing programs to overall brand recognition and growing acceptance of less lethal alternatives to lethal weapons as increased visibility from the celebrity endorsement program yielded earned media placements on over two dozen news programs to date, including ABC, Fox, Newsmax, and NewsNation, and began to open doors to traditional advertising opportunities on broadcast and cable networks.
●	Demonstrated the growth opportunity presented by our retail store model with a run rate of more than $1 million per year at a 65% gross profit margin at our first bricks-and-mortar store in Las Vegas and took steps to actively expand our retail store footprint, signing lease agreements for new stores in three other locations and actively exploring additional locations. We also reached national account status with Bass Pro Shops and Cabela’s, expanding our presence from 42 stores to 137 stores nationwide.
●	Expanded our international visibility with large orders from law enforcement agencies in Uruguay and Argentina, and expansion of sales reach in Mexico to consumers through a federally certified training program allowing civilians to legally carry the Byrna launcher.
●	Approved a $10 million stock repurchase program and returned value to stockholders through repurchases to date of approximately $3 million of our stock.
●	Scaled up production through addition of workers and shifts at our Fort Wayne manufacturing facility in response to rising demand resulting from celebrity endorsement marketing campaign, to build inventory to support current sales growth and holiday demand, and to support future product lines including a compact launcher and a full range of ammunition that will be made in the United States.

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2024 PROXY SUMMARY

ELECTION OF DIRECTORS: BOARD NOMINEES

Name	Age	Director Since	Committee Memberships	Other Current Public Company Boards
Bryan Ganz	66	2016	Product Safety
Herbert Hughes Independent	64	2019	Audit (Chair) Compensation Governance
Chris Lavern Reed Independent	56	2020	Audit Compensation (Chair) Governance Product Safety
Emily Rooney Independent	74	2021	Governance Product Safety (Chair)
Leonard Elmore Independent	72	2021	Audit Governance (Chair) Product Safety	1800Flowers.com

Board Composition Overview:

Board Composition Highlights:

●

Number of Independent Directors: 4 of 5 (80%)

●

Number of Gender or Ethnically Diverse Directors: 4 of 5 (80%)

●

Number of Women Chairing Standing Committees: 1 of 4 (25%)

●

100% of our Committee Chairs Are Independent and Gender or Ethnically Diverse

●

None of our Non-Employee Directors Serve as an Executive Officer of a Public Company

●

None of our Directors Serve on more than one other Public Company Board

Our Board has diverse and varied experiences, backgrounds, and strengths. Our four independent directors, led by Board Chair Herbert Hughes, who has the longest tenure with the Company of any of our directors, play a vital role in oversight of risk areas and strategic guidance.

ADVISORY VOTE: INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

We are asking stockholders to vote FOR the ratification of the selection of EisnerAmper LLP as our independent registered public accountants for the fiscal year ending November 30, 2024.

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2024 PROXY SUMMARY

ADVISORY VOTE: APPROVAL OF EXECUTIVE COMPENSATION: NAMED EXECUTIVE OFFICERS

Our named executive officers for our 2023 fiscal year were:

•	Bryan Ganz, Chief Executive Officer

•	David North, Chief Financial Officer

•	Luan Pham, Chief Marketing and Revenue Officer

We are asking our stockholders to approve on an advisory basis the Company’s executive compensation. Our Board recommends a FOR vote because we believe our compensation program aligns the interests of our named executive officers with those of our stockholders and achieves our compensation objective of rewarding management based upon individual and Company performance and the creation of stockholder value over the long term. Although stockholder votes on executive compensation are non-binding, the Board and the Compensation Committee consider the results when reviewing whether any changes should be made to our compensation program and policies.

Highlighted Changes in Our Executive Compensation Program:

In response to stockholder feedback as described further below, as well as its self-evaluation and consideration of best practices, the Compensation Committee has made a number of important changes to the executive compensation program since our last Annual Stockholders Meeting and identified additional areas for action, to be informed by shareholder outreach, over the coming fiscal year. Highlights that we believe are central to furtherance of our goals of pay-for-performance that furthers long-term stockholder and business goals and improved transparency to compensation-related decisions include:

●	Changing the Company’s policy, effective upon commencement of the fiscal year beginning December 1, 2024, related to awards under our long-term incentive program to remove the CEO from eligibility for awards under the program, including stock option awards, and limiting future incentive equity awards to the CEO to those provided under his current three year employment agreement.
●	Signed a new three-year employment agreement with our CEO, under which 100% of the incentive equity to be granted pursuant to the agreement will be performance-based and tied to our stock price, with all awards cliff-vesting at the end of the full contract term, to further align with stockholder interests.
●	Expanded proxy disclosures related to the determination of at-risk elements of executive compensation to add transparency to our compensation process including detailed disclosure of vesting terms, financial goals and objectives and the assessment of those goals following the end of the year.
●	Effective in the current fiscal year ending November 30, 2024, adopted a formulaic scorecard system for determining annual short-term incentive compensation awards to strengthen alignment between pay and performance and improve transparency to stockholders and management.
●	Determined to make changes, informed by stockholder feedback and to take effect in the upcoming fiscal year beginning December 1, 2024, to the structure of the long-term incentive program for our non-CEO executive officers, to decrease reliance on time-based options and increase use of performance-based equity awards.
●	Reviewed potential risk mitigators identified in stockholder feedback and adopted a new Clawback Policy as well as contractual mechanisms to strengthen the policy’s enforceability.
●	Determined to review the need for minimum stock ownership and holding related policies at least annually.
●	Planned expanded stockholder engagement, including regular outreach to institutional investors, to solicit feedback on compensation, governance and other topics of importance to stockholders and the success of our business.

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ABOUT THE MEETING

ABOUT THE MEETING

Why did I receive this Proxy Statement?

Our Board is soliciting your proxy to vote on your behalf at the meeting because you were a stockholder of our Company as of October 14, 2024, the Record Date, and entitled to vote.

This Proxy Statement summarizes the information you need to know in order to cast your votes at the meeting.

What Is the Effect of Signing the Proxy Card?

The Proxy Card appoints Bryan Ganz, our Chief Executive Officer, or in his absence Laurilee Kearnes, our Chief Financial Officer, or either of them, as your representative at the Annual Meeting. As your representatives, they will vote your shares of common stock at the Annual Meeting (or any adjournments or postponements) in accordance with your instructions on your proxy card. You may appoint a different person as proxy if you prefer but they will only be able to vote if they attend the meeting. If you want to appoint another person to represent you at the Annual Meeting, you may do so either by inserting such person’s name in the blank space provided in the form of proxy or by providing another form of proxy.

What am I voting on?

You are voting on four items:

•	Election of directors named in this Proxy Statement (see page 8);

•	Ratification of the appointment of EisnerAmper LLP as our independent registered public accountants for the fiscal year ending November 30, 2024 (see page 54);

•

Amendment to the Byrna Technologies Inc. Amended and Restated 2020 Equity Incentive Plan to increase the number of shares available for issuance thereunder by 2,375,000 shares and to prohibit the payment or accrual of dividends on unvested or unexercised stock options, stock appreciation rights and stock bonus awards (see page 55); and

•	Approval, by non-binding vote, of the Company’s executive compensation (see page 63).

How do I vote?

*Stockholders of record*		*Street name holders*

Stockholders of record, have four ways to vote:		If your shares are held in an account at a brokerage firm, bank or other agent, then you are the beneficial owner of shares held in “street name” and not a stockholder of record.
	Vote on the Internet www.proxyvote.com

	Vote by Phone 1-800-690-6903	As a beneficial owner, you may direct your broker, bank or other agent on how to vote the shares in your account by following voting instructions that they provide, or you may obtain a proxy issued in your name from them.

	Vote by Mail Complete, sign and mail your proxy	Beneficial owners who do not obtain a proxy from their broker may also attend the meeting (with appropriate identification and subject to any limits that may be placed by the Corporate Secretary on attendance by non- record holders and in the interests of the safety of attendees)

	Vote at the Meeting

Voting by telephone and on the internet will close at 11:59 p.m. Eastern Daylight Time on November 19, 2024.

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ABOUT THE MEETING

Has the Board of Directors made any recommendations on voting?

Yes. The Board recommendations are as follows:

Proposal		Board Recommendation
1.	Election of the five directors named in this Proxy Statement	FOR EACH NOMINEE
2.	Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accountants for the fiscal year ending November 30, 2024	FOR
3.	Amendment to the Byrna Technologies Inc. Amended and Restated 2020 Equity Incentive Plan to increase the number of shares available for issuance thereunder by 2,375,000 and to prohibit the payment or accrual of dividends on unvested or unexercised stock options, stock appreciation rights and stock bonus awards	FOR
4	Approval, by non-binding vote, of the Company's executive compensation ("Say on Pay")	FOR

Will any other matters be voted on?

We are not aware of any other matters that will be brought before the stockholders for a vote at the Annual meeting. If any other matter is properly brought before the meeting, your proxy card gives authority to Bryan Ganz, and in his absence Laurilee Kearnes, to vote your shares at their discretion on such other matters.

How many voting stockholders do you need to hold the Annual Meeting?

To conduct the Annual Meeting, we must have a quorum, which means that one-third of our outstanding voting shares as of the record date must be present, in person or by proxy, at the Annual Meeting. If you vote or abstain on any matter your shares will be part of the quorum. If you hold your shares in street name and do not provide voting instructions to your broker, bank, trustee or other nominee, but your broker, bank, trustee, or other nominee has and exercises discretionary authority to vote on at least one matter, your shares will be counted in determining the quorum for all matters to be voted on at the meeting. Brokers have discretionary authority relating to the ratification of independent public accountants.

Why should I submit a proxy if I intend to attend the Annual Meeting?

Even if you plan to attend the Annual Meeting, it is a good idea to complete, sign and return your proxy card in case your plans change. We also ask that you vote by proxy even if you intend to attend the meeting so that we will know as soon as possible that we have a quorum. This also saves us the additional costs of having to solicit proxies to ensure a quorum.

Your shares of Common Stock represented by the proxy will be voted in accordance with your instructions and if you specify a choice with respect to any matter to be acted upon, your shares of Common Stock will be voted accordingly.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on October 14, 2024, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the meeting. If you were a stockholder of record on the Record Date you can vote all shares that you held on that date at the meeting or at any postponement or adjournment of the meeting.

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ABOUT THE MEETING

If I submit a Proxy without indicating my vote on all matters, will it be voted?

A properly executed proxy that does not include instructions to vote on one or more matters will be voted as follows:

FOR each director nominee named in the proxy materials; and

FOR ratification of EisnerAmper LLP as our independent registered public accountants for the fiscal year ending November 30, 2024;

FOR the approval of the amendment to the Byrna Technologies Inc. Amended and Restated 2020 Equity Incentive Plan to increase the number of shares available for issuance thereunder by 2,375,000 and to prohibit the payment or accrual of dividends on unvested or unexercised stock options, stock appreciation rights and stock bonus awards; and

FOR the approval, by non-binding vote, of the Company’s executive compensation.

What if I abstain from voting?

Abstentions with respect to a proposal are counted for the purposes of establishing a quorum. If a quorum is present, abstentions will not be included in vote totals.

Since our bylaws provide that approval of a proposal at an Annual Meeting of the stockholders is generally by the affirmative vote of a majority of the voting shares present, in person or by proxy, at an Annual Meeting of the stockholders and entitled to vote on the applicable matter, a properly executed proxy card marked ABSTAIN with respect to a proposal will have the same effect as voting AGAINST that proposal. However, election of Directors is by a majority of the votes cast at the Annual Meeting with respect to a nominee, meaning that the number of shares voted FOR a nominee must exceed the number of shares voted AGAINST the nominee. A properly executed proxy card marked ABSTAIN with respect to the election of any Director nominee will not affect the approval of the nominee.

How many votes do I have?

You have one vote for each share of common stock you owned at the close of business on the Record Date.

How many shares can be voted at the Annual Meeting in total?

As of the Record Date, we had 69 stockholders of record and 22,758,402 shares outstanding, each of which is entitled to one vote at the meeting. Cumulative voting is not permitted.

What number of votes is required to elect each of the directors?

Assuming a quorum is present, each director nominee named in Proposal 1, the election of the directors, must be elected by the affirmative vote of a majority of the votes cast in an uncontested election. In other words, each director will be elected if more shares are voted FOR his or her election than are voted AGAINST his or her election. Any share that does not cast a vote for a director (including abstentions and broker non-votes, explained below) does not count as a vote against the director. Under Delaware law, any incumbent director who does not receive the affirmative vote of a majority of the votes cast at the Annual Meeting will continue to serve on the Board as a “holdover director.” In accordance with our by-laws, each of our standing directors has tendered a resignation from the Board, conditioned on the incumbent director’s failure to receive a majority of the votes cast. If an incumbent director does not receive a majority of the votes cast, our Nominating and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation or take any other action. The Board of Directors will act on the committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of our election results.

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ABOUT THE MEETING

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.

Can I change my vote or revoke my proxy after I submit my vote?

Yes. If you vote prior to the meeting, you may change your vote or revoke your proxy at any time before the votes are cast at the Annual Meeting by sending in a new proxy card with a later date, by casting a new vote by telephone or on the Internet (not later than 11:59 p.m. Eastern Daylight Time on November 19, 2024), or by sending a written notice of revocation to our Corporate Secretary at our corporate headquarters, 100 Burt Rd Suite 115, Andover, MA 01810. You also may automatically revoke your proxy by attending the Annual Meeting and voting there if you are a record stockholder. Attending the Annual Meeting without voting at such meeting will not in and of itself constitute revocation of a proxy.

If you are a beneficial stockholder but not a stockholder of record, then to revoke your voting instructions, you must submit new voting instructions to your broker, trustee or nominee or you obtain an individual proxy from your broker, trustee or nominee and attend the meeting to vote.

What is a broker non-vote and what effect does it have?

Brokers and other intermediaries who hold shares of Common Stock in street name for their customers, generally are required to vote the shares of Common Stock in the manner directed by their customers. If their customers do not give any direction, brokers may vote shares of Common Stock on routine matters. However, in the absence of customer direction for voting on non-routine matters, brokers may not vote shares of Common Stock on those matters, which is referred to as a broker non-vote. The only matter that brokers will be able vote on without specific direction at the Annual Meeting is Proposal 2, ratification of EisnerAmper LLP as our independent registered public accountants.

Any shares of Common Stock represented at the Annual Meeting but not voted (whether by abstention, broker non-vote or otherwise) will have no impact in the election of directors except to the extent that the failure to vote for an individual results in another individual receiving a larger proportion of votes cast. Any broker non-votes with respect to all other non-routine proposals will not affect the approval of such proposals. In recognition of our desire to have every stockholder vote count, we encourage our stockholders to instruct their brokers to vote their shares.

Where can I find the voting results of the Annual Meeting?

We will publish the final results in a current report filing on Form 8-K with the United States Securities and Exchange Commission (the “SEC”) within four business days of the Annual Meeting.

Who will pay for the costs of soliciting proxies?

We will pay the entire expense of soliciting proxies for the Annual Meeting. In addition to solicitations by mail, certain of our directors, officers and employees (who will receive no compensation for their services other than their regular compensation) may solicit proxies by telephone, telegram, personal interview, facsimile, e-mail or other means of electronic communication. Banks, brokerage houses, custodians, nominees, and other fiduciaries have been requested to forward proxy materials to the beneficial owners of shares of common stock held of record by them as of the Record Date, and such custodians will be reimbursed for their expenses.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Wednesday, November 20, 2024: The Proxy Statement and the Annual Report are available at www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

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PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

The Board of Directors of the Company currently consists of five members. Once elected, directors serve for one-year terms with all directors being elected by our stockholders at each annual meeting to succeed the directors whose terms are then expiring. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

At the Annual Meeting, five directors, nominated by the Board of Directors, will stand for election to serve until the 2025 annual meeting of stockholders. At the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated Bryan Ganz, Herbert Hughes, Chris Lavern Reed, Emily Rooney, and Leonard Elmore for election as the directors of the Company. The nominees have agreed to stand for election and, if elected, to serve as directors. However, if any person nominated by the Board of Directors is unable to serve or will not serve, the proxies will be voted for the election of such other person or persons as the Nominating and Governance Committee and the Board of Directors may recommend.

Vote Required

The affirmative vote of a majority of the votes cast by holders of shares of common stock present or represented by proxy and entitled to vote on the matter at the Annual Meeting is required for the election of the director nominees as directors of the Company, meaning that the number of shares voted FOR a nominee must exceed the number of shares voted AGAINST the nominee. Any share that does not cast a vote for a director (including abstentions and broker non-votes) does not count as a vote against the director. See “What number of votes is required to elect each of the directors?” on page 6.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.

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PROPOSAL 1: ELECTION OF DIRECTORS

OUR BOARD AND ITS COMMITTEES

Director Biographies: Summary

Name	Age	Director Since	Committee Memberships	Other Current Public Company Boards
Bryan Ganz	66	2016	Product Safety
Herbert Hughes Independent	64	2019	Audit (Chair) Compensation Governance
Chris Lavern Reed Independent	55	2020	Audit Compensation (Chair) Governance Product Safety
Emily Rooney Independent	74	2021	Governance Product Safety (Chair)
Leonard Elmore Independent	72	2021 (FY22)	Audit Governance (Chair) Product Safety	1800Flowers.com

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PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominee Biographies

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

Bryan Scott Ganz became the Company’s President effective July 13, 2018, Chief Executive Officer effective April 1, 2019, has been a director since June 2016, and a member of the Product Safety Committee since June 2022. Mr. Ganz served as Board Chair from April 2019 to June 17, 2022. Prior to becoming the Company’s President, he was engaged by the Company, beginning in May 2016, in a consulting capacity to assist in a restructuring of operations, evaluation of management, identify sources of capital, and provide strategic advice. Mr. Ganz brings more than 30 years of global business experience in sales management, manufacturing, new product design and development, and supply chain management, and mergers and acquisitions as well as experience as a director of other publicly held companies. Previously, Mr. Ganz founded Maine Industrial Tire LLC, an industrial tire company sold to a unit of Trelleborg AB in 2012. From 1991 to 2009 Mr. Ganz held several roles culminating with CEO of GPX International, Inc. and its predecessor Galaxy Tire Inc. Mr. Ganz started his career at Paramount Capital Group where he was a partner from 1985 to 1991. Mr. Ganz is the founder and majority shareholder of Northeast Industrial Partners LLC, a holding company that owns and operates privately held businesses. In addition, he is a principal in Scudder Bay Capital LLC, a captive private REIT. Mr. Ganz received a J.D. from Columbia Law School and a B.S. in Business Administration from Georgetown University. During Mr. Ganz’s tenure, the Company has transitioned from the research and development stage to produce and sell the Byrna line of personal security products, including less-lethal launchers, pepper spray, and other personal security tools and accessories. Key achievements during under his leadership included eliminating all long-term debt, development of a robust DTC ecommerce program, including Amazon, establishment of a nationwide network of dealers including such large chain sporting goods stores as Cabela’s, Bass Pro, and Sportsman’s Warehouse, establishment of new enlarged manufacturing facilities in the U.S. and South Africa, entry into the Canadian and Latin American markets, listing on Nasdaq, successfully completing a share repurchase program, establishing a talented and diverse Board of Directors, and establishing a first class operational infrastructure with a dynamic, experienced quality leadership team. During fiscal 2023 Mr. Ganz powered the Company through a social media weapons advertising ban, working closely with the Chief Marketing and Revenue Officer to develop and implement a new marketing strategy, restructured operations to improve new product timelines and reduce waste and costs of goods, and worked closely with his management team to expand direct communications with the Board, facilitating career development and oversight. Mr. Ganz leads the management team by example.

Herbert Hughes has been a director since July 9, 2019, and Board Chair since June 17, 2022. He served as Lead Independent Director from December 2021 through June 16, 2022. Mr. Hughes also is Chair of the Audit Committee and is its financial expert. He also is a member of the Compensation Committee, a member of the Nominating and Governance Committee, and Chair of the newly formed Succession Planning Committee. Mr. Hughes previously served as Chair of an Ad Hoc Committee during 2021 and 2022 overseeing the establishment of the Company’s stock repurchase program. Mr. Hughes has over three decades of experience in finance, risk management, operational management, and derivatives modeling as an advisor and leader of a diverse range of businesses and is an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Since March 2017, Mr. Hughes has been Chief Financial Officer of Wormhole Labs Inc. (“Wormhole Labs”), a metaverse emerging technology company using mixed and augmented applications in enterprise and consumer markets and has served on its board of directors. On December 27, 2023, Wormhole Labs filed a voluntary petition for protection under Chapter 11 of the bankruptcy code in the U.S. Bankruptcy Court for the Western District of Texas, and Mr. Hughes is expected to continue as a manager and Chief Financial Officer of the reorganized company. At Wormhole Labs, Mr. Hughes is responsible for financial reporting, capital structure and formation, and SAAS and ecommerce negotiations, and has worked with the Chief Technology Officer on issues related to the development of Wormhole’s cybersecurity program. Since September 2023, Mr. Hughes has been Chief Financial Officer of Wormhole Information Technology Systems (WITS), and a member of its Board. At WITS Mr. Hughes is responsible for financial reporting, capital structure, and SAAS and enterprise negotiations. WITS is owned in part by Wormhole Labs and builds augmented reality-based enterprise software for power grid companies and other enterprises. Mr. Hughes has held executive level positions in several industries including technology, hospitality, asset management, oil and gas exploration and production, and oil industry services.

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Through his professional investment and advisory positions, Mr. Hughes has gained valuable experience with some of the unique challenges related to leadership and growth of an early-stage technology business. Mr. Hughes received a B.A. from Harvard University, and is a member of the Minnesota Chippewa tribe and the National Congress of American Indians. Mr. Hughes is the Company’s first independent Board Chair. During his tenure as Chair of the Audit Committee, the Company eliminated material weaknesses in its financial processes and controls, the Audit Committee has established and implemented a robust oversight program to monitor financial and enterprise risk, facilitate timely and reliable financial reporting, systems, and controls and, in fiscal 2023, added breadth and depth to risk oversight by the Audit Committee through regular engagement with the management team to ensure there is ongoing monitoring and tracking of key risk areas. As Board Chair, Mr. Hughes has worked closely with the Corporate Secretary, the CEO, the CFO, other members of management, and the chair of each board committee to improve information flow to the Board of Directors and deepen understanding of the Company’s business drivers as well as to improve communication of the needs, expectations, and decisions of the Board and its committees to management. This has improved the Board’s efficiency, focus, and efficacy. Mr. Hughes prioritizes shareholder engagement and management input, seeking to improve the transparency and responsiveness of the Board of Directors to all constituencies, with the overriding goal of aligning the interests of shareholders with Board and management decisions to deliver sustained shareholder value and alignment. In his roles as Board Chair and the senior member of the Compensation Committee he has taken the lead in (i) engaging with stockholders on compensation topics (ii) including stockholder and proxy advisor feedback in the Compensation Committee’s decision-making processes, and (iii) working to improve the transparency of compensation processes and decisions. Under his leadership the Board recently established a Search and Succession committee on which he serves.

Chris Lavern Reed has been a Director since September 1, 2020, and, since April 2012, has been the managing partner of Roca Property Group (previously Garcia Reed Investments, LLC), a real estate management and investment entity. Mr. Reed is Chair of the Compensation Committee and is a member of the Audit, Nominating and Governance, and Product Safety Committees. Mr. Reed has over three decades of experience in global law enforcement. Since August 2022 Mr. Reed has served as an International Financial Crimes Advisor, providing strategic consultation, project management, and risk analysis services in the anti-money laundering and counter-terrorism financing field to international clients. From October 2018 through April 29, 2022, he served with the U.S. Department of State, overseeing classified investigations. From December 2016 to July 2018, Mr. Reed served as the Special Agent in Charge and Director at the U.S. Agency for International Development Office of Inspector General (USAID OIG). Prior to his leadership role with USAID, Mr. Reed served in numerous leadership roles within the U.S. Department of Justice, Bureau of Alcohol, Tobacco, Firearms and Explosives (“BATF”). Through his work, Mr. Reed has established professional qualifications and training in leadership, security, and financial crime investigations and has strategic and operational experience related to financial risk and fraud matters. Mr. Reed has served as an instructor for the U.S. Department of State Foreign Service Institute and has spoken internationally on the topics of fraud, corruption, and a host of investigative topics. He has served as a subject matter expert in the U.S. Senate on law enforcement, homeland security and fraud issues. Through his government work, Mr. Reed has developed an understanding of complex public policy matters, the government contracting process, and has extensive experience in crisis management and global law enforcement training. He has completed continuing education coursework related to cybercrime, fraud, and business identity theft, among other cybersecurity topics, is a member of the Association of Certified Fraud Examiners and has been a Certified Fraud Examiner since April 2018. Mr. Reed also is a graduate of Georgetown University’s Congressional Fellow Program and has completed Columbia Business School’s Executive Development and Management Programs. Through his business degree, professional certifications, 10 plus years of business experience in the private sector, over 30 years of experience in relevant global and federal law enforcement, and BATF experience, Mr. Reed has developed a broad legal and technical knowledge base including expertise related to money-laundering, bribery, financial fraud corruption and internal conflict of interest schemes designed to hide illicit proceeds. His education, experience and training bring the Board critical oversight and investigative skills, important subject matter expertise, and a high degree of financial literacy. A veteran of the U.S. Marine Corps., he received an M.B.A. from Champlain College, an M.A. from Northern Arizona University, and a B.A. from Indiana University.

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Since Mr. Reed became Chair of the Compensation Committee, previously high turnover has been significantly reduced to industry average, the Committee has worked to understand and address stockholder and proxy advisor feedback concerning past executive compensation decisions and the Company’s incentive compensation programs by, among other things, negotiating a new agreement with the CEO with only performance-based equity incentives, restructuring the short-term incentive program (effective fiscal 2024) to a formulaic program including pre-determined metrics and corresponding payouts, scheduling a bi-annual review of the Company’s Long-Term incentive program, planning changes to the Company’s Long-Term Incentive Program to be informed by stockholder feedback and, among other things, reduce reliance on time-based stock options, adding transparency to compensation decisions and the compensation process, and expanding stockholder outreach to better engage with a broader range of investors, particularly institutional investors.

Emily Rooney has been a director since October 1, 2021. She chairs the Company’s Product Safety Committee and serves on the Nominating and Governance Committee and the Ad Hoc Search and Succession Committee. She previously served on the Audit Committee from October 2021 to June 2022 and on an Ad Hoc Committee during 2021 and 2022 overseeing the establishment of the Company’s stock repurchase program. Ms. Rooney has over 40 years of experience as a journalist. Since October 1, 2021, she has been working with Muddhouse Media producing a bi-monthly podcast entitled “Beat the Press” which can be heard through Spotify and Apple Music. From December 1998 through September 2021, she was Executive Editor and host for WGBH’s Emmy Award winning television show Beat the Press, examining media coverage of current events. From January 1997 to December 2014, she was also the creator, Executive Editor, and host of the television show Greater Boston with Emily Rooney. Previously she was the political director for Fox News in New York and Executive Producer of World News Tonight with Peter Jennings, positions in which she oversaw multimillion-dollar budgets. Ms. Rooney’s deep understanding and discerning examination of media, politics, and culture, and her writing and speaking skills, have earned her numerous awards, including the National Press Club’s Arthur Rowse Award for Press Criticism, a series of New England Emmy Awards, and Associated Press recognition for Best News/Talk Show. As an investigative journalist she has examined such company relevant topics as media coverage, financial fraud, police use of lethal force, social justice initiatives, and legislative initiatives related to gun control. Ms. Rooney’s relationships help further the Company’s deep understanding of politics, culture, the media, and public sentiment, are beneficial to the Board in overseeing and facilitating the development of the Company’s business strategy. Ms. Rooney received a B.A. from The American University, Washington D.C.

Ms. Rooney has been instrumental in overseeing management’s development of procedures related to product safety and safe product use including procedures related to end user safety and employee safety. Under her leadership of the Product Safety Committee, management has undertaken a comprehensive review of product development, manufacturing, customer service, employee training, and recordkeeping and escalation protocols related to product efficacy and safety, is developing updated protocols including third party testing and verification, and is launching a new employee training program and a new online product operation resource to facilitate product safety. Ms. Rooney’s professional experiences, business and industry related knowledge, investigative and analytic skills, and deep understanding politics, culture, the media and public sentiment, developed through her 40 years as an investigative journalist and television producer, including her in depth understanding of current topics relevant to the Company’s business and marketing strategies, are valuable to the Company, Board and its committees in their exercise of oversight and in facilitating, overseeing, and finding resources for strategic planning, including expansion of its new marketing strategies. As a woman she also adds to the Board’s diversity, which we believe adds to the quality, depth, and perspective of the Board.

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Leonard Elmore has been a director since December 2021. He serves as Chair of the Nominating and Governance Committee and as a member of the Audit Committee and the Product Safety Committee. He previously served as a member of the Product Safety Committee from December 2021 to June 2022, and during 2021 and 2022 as a member of an Ad Hoc Committee overseeing the establishment of the Company’s stock repurchase program. Mr. Elmore is a retired attorney and business leader, a television sports personality, and an educator. He has a wide spectrum of experience in the private and public sectors, and, through his Co-Chairmanship of the John and James L. Knight Foundation’s Knight Commission on Intercollegiate Athletics, is involved in public interest initiatives directed at promoting diversity, inclusion, and reform in college athletics. A former collegiate basketball All American at the University of Maryland at College Park and a ten-year professional player in both the ABA and NBA, Mr. Elmore has been a Broadcast Analyst for the BIG Ten Network since November 2020. Since August 2018, Mr. Elmore has also served as Senior Lecturer in Discipline at the Columbia University School of Professional Studies Sports Management Program. Mr. Elmore’s prior business experience includes serving as Chief Executive Officer of iHoops, the official youth basketball initiative of the NCAA and NBA, and as the President of Test University, a leading provider of Internet-delivered learning solutions for pre-college students. As a practicing attorney, Mr. Elmore was a Partner with the law firm of Dreier LLP and, before that, Senior Counsel with LeBoeuf, Lamb, et. Al. (subsequently, Dewey & LeBoeuf). He began his legal career as an Assistant District Attorney with the King’s County (Brooklyn) District Attorney in New York City. Mr. Elmore has extensive public and private Board experience. Since October 2020, Mr. Elmore has been a member of the Board of Directors of 1800Flowers.com (Nasdaq: FLWS), a leading online and telephonic gift and flower retailer, and is the Chair of its Nominating and Corporate Governance Committee. From 2007 until February 2020, Mr. Elmore served as a Director on the Board of Directors of Lee Enterprises, Inc. (Nasdaq: LEE), a newspaper publishing company, where he served on the Audit Committee. He also sat on the Board of iHoops from its foundation. Mr. Elmore has been involved for over a decade in public interest endeavors of the John and James L. Knight Foundation’s Knight Commission on Intercollegiate Athletics, whose focus is to develop, promote and lead transformational change that prioritizes the education, health, safety and success of college athletes, and currently serves as one of the Commission’s Co-Chairs. He chairs the Commission’s Racial Equity Task Force and is a member of its Leadership Committee. He also is on the Board of Advisors of the Shirley Povich Center for Sports Journalism at the University of Maryland College Park Merrill School of Journalism. He received a J.D. from Harvard Law School and a B.A. from the University of Maryland. Mr. Elmore’s education, business experience and experience as a director of other public companies, including as a member of Audit and Governance committees, bring the Board experience in oversight (including of financial reporting and ESG areas), public relations (including media relationships), and a high degree of financial literacy. During his tenure on the Nominating and Governance Committee.

During his tenure on the Nominating and Governance Committee Mr. Elmore was instrumental in the transition to an independent Chair, the restructuring of the Compensation Committee’s responsibilities to improve Board efficiency, improvements to the Board self-evaluation process, development of various ESG related policies, adoption of a Clawback Policy and mandatory agreements by section 16 officers to comply with the Clawback Policy. He also has taken an active role, on behalf of the Board and as a member of the new Succession Committee, in driving the development of plans for internal career paths, career-related training and development and departmental crisis management, business continuity and succession plans. We believe Mr. Elmore’s legal education and professional experience, experience as an executive in the public and private sectors, experience on the Boards and on the Nominating and Governance and Audit Committees of other public companies, demonstrated commitment to social justice, safety and promotion of diversity, his experience as a professional athlete and television commentator, and his hands on approach to oversight qualify him to serve on our Board and also bring the board important leadership qualities and a high degree of financial literacy. Mr. Elmore is African-American and is one of three directors on our board who has self-identified as belonging to an underrepresented racial, ethnic, or other minority group, diversity that we believe adds to the quality, depth, and perspective of the Board

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Board Diversity Matrix (As of October 21, 2024)

Total Number of Directors				5
Part I. Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	4	-	-
Part II. Demographic Background
African American or Black	-	2	-	-
Alaskan Native or Native American	-	1	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	1	2	-	-
Two or More Races or Ethnicities	-	1*	-	-
LGBTQ+	-	-	-	-
Did Not Disclose Demographic Background	-	-	-	-

*One director self-identifies as White and Native American, so he is identified under both of those categories as well as under “Two or More Races or Ethnicities.”

Board Composition

Our current Board is composed of five directors, each of whom are standing for reelection at the Annual Meeting. Except for Bryan Ganz, our CEO and President, all of our directors are independent. None of our directors is an executive officer of any other public company or serves on the boards of more than one other public company. All directors serve one-year terms until their successors are elected and qualified at the next annual meeting of our stockholders. Directors are elected by a majority of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting, unless there are more nominees running than positions open.

Criteria for Board Membership and Board Refreshment

The Nominating and Governance Committee Charter provides that the committee will consider such factors as it deems relevant in evaluating and recommending director candidates, including, without limitation, skill, diversity, integrity, experience with comparable businesses and other organizations, experience relevant to the needs of the Company, leadership qualities, and the extent to which a candidate would be a desirable addition to the Board. Because the current board is relatively small by choice to contain costs, we also seek directors who are not committed as executive officers of other public companies or on more than two other boards, to ensure that our directors can commit the time needed to guide the Company and provide effective oversight of our strategy and business plans. Finally, we seek to refresh the board thoughtfully so that we may have a mix of perspectives of longer serving directors and those who recently joined the Board.

We recognize the value of seeking out directors from various backgrounds and professions and diverse in age, gender, race, and ethnicity so that the Board can draw on its breadth and depth to inform its decisions. Our five board nominees bring diversity in ethnicity, gender, professional experience, and tenure. Our Board has varied experiences, backgrounds, and strengths. Our four independent directors, led by Herbert Hughes as Board Chair, who has the longest tenure with the Company of any of our directors, play a vital role in oversight of risk areas and strategic guidance.

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Leadership Structure of the Board of Directors

Mr. Hughes, our longest-tenured independent director, has served as Board Chair since June 2022, prior to that, as Lead Independent Director beginning in December 2021, and has been an independent director of the Company since July 2019. Mr. Ganz, our President and Chief Executive Officer, served as Board Chair from April 2019 until June 2022. Following the Company’s listing on the Nasdaq Stock Exchange in 2021, the Nominating and Governance Committee recommended that an independent Board Chair would best serve the interests of the Company and our stockholders, and nominated Mr. Hughes, who had served as an independent director for three years, as Board Chair. We believe that separation of the positions of Board Chair and Chief Executive Officer facilitates the independence and effectiveness of the Board in its roles of evaluating and overseeing the Chief Executive Officer and senior management and, therefore, is in the best interests of the Company and our stockholders. It also allows Mr. Ganz to focus on managing the Company’s business and operations while Mr. Hughes focuses on Board matters.

Role of Board in Risk Oversight Process

Our Board of Directors has responsibility for the oversight of the Company’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable our Board to understand the Company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

The Audit Committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, cybersecurity risk, and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures, including development of new procedures and protocols in response to developing topics including, beginning in fiscal year 2023, the ongoing development of protocols and training to strengthen cybersecurity and data protection. The Compensation Committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The Nominating and Governance Committee manages risks associated with the independence of the Board, corporate disclosure practices, insider trading risks, and potential conflicts of interest. The Product Safety Committee manages risks associated with the safety of products we manufacture and distribute. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our full Board, and risk topics delegated to committees may alternatively be discussed at Board meetings.

Board Committees

Below is a summary of our standing committees’ responsibilities, and their present membership and leadership.

Audit Committee

Our Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act and Rule 5605(c) of the Marketplace Rules of Nasdaq. It exercises sole authority with respect to the selection, appointment, oversight of and, where appropriate, replacement of the Company’s independent registered public accounting firm and the terms of its engagement including compensation; reviews the policies and procedures of the Company and management with respect to maintaining the Company’s books and records and cybersecurity; reviews with the independent registered public accounting firm, upon the completion of its audit, the results of the auditing engagement and any other recommendations the independent registered public accounting firm may have with respect to the Company’s financial, accounting or auditing systems; and reviews with the independent registered public accounting firm, upon the completion of its quarterly review of the Company’s financial statements, the results of the quarterly review and any other recommendations the independent registered public accounting firm may have in connection with such quarterly reviews. Our Audit Committee also is responsible for, among other things, assisting our Board of Directors with oversight of: (1) the integrity of our financial statements; (2) legal, ethical and risk management compliance programs; (3) our systems of internal accounting and financial reporting control. The Audit Committee meets periodically with members of management to discuss risk topics, including cybersecurity procedures, supply chain vulnerabilities, material weaknesses if any, and any risks identified to it by management or by the Company’s independent registered public accounting firm. The Committee also receives any whistleblower reports and oversees compliance with the Company’s insider trading program among other things.

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Our current Audit Committee members are Herbert Hughes (Chair), Chris Lavern Reed, and Leonard Elmore. Each of these Committee members is “independent” within the meaning of Rule 10A-3 under the Exchange Act and Rule 5605(a)(2) of the Marketplace Rules of Nasdaq. Our Audit Committee has been 100% independent pursuant to the applicable Nasdaq rules since July 2019. Our Nominating and Governance Committee and the Board have determined that Herbert Hughes is an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K and that each of the other committee members has the level of “financial literacy” required by the applicable rules and regulations of the SEC. During fiscal year 2023, each current member of the Audit Committee was present at 100% of the Audit Committee meetings held during such director's tenure as a member of the Audit Committee.

Compensation Committee

Our Compensation Committee is responsible for, among other things: (1) reviewing and approving compensation levels of our Chief Executive Officer (“CEO” or “PEO”) and other executive officers, including salaries, awards under our incentive compensation plans and other forms of compensation; (2) reviewing and approving the corporate goals and objectives with respect to compensation for our executive officers; and (3) reviewing and recommending to the Board any changes to the compensation of our non-employee directors. The Compensation Committee also administers our equity incentive plan.

Many key compensation decisions are made during the first part of the fiscal year including review of the management team’s performance during the fiscal year concluded, determination of annual, short-term incentive cash bonus awards for the completed fiscal year, and discussion of compensation related targets, objectives and key metrics for the new fiscal year. However, compensation is an ongoing process, and the committee holds regularly scheduled meetings throughout the year, based on its annual meeting cycle, for purposes of evaluation, planning and taking appropriate action including consideration of Say on Pay votes and feedback from stockholder engagement during proxy solicitation and following our Annual Meeting, the award of new hire grants, and to discuss compensation related topics with its advisors and management. In addition, the committee may convene special meetings in addition to its regularly scheduled meetings on any of these topics, to consider compensation topics raised by management, to consider compensation packages for potential candidates for executive positions, including grants proposed in connection with promotions or to facilitate the inducement of any external candidate for a senior management position, and to discuss topics related to retention or turnover, or to consider market developments, peer group composition, feedback on or risks identified in incentive programs, changes in SEC rulemaking, Nasdaq listing requirements, or proxy advisor guidelines related to compensation, or other topics within its purview. During the fiscal year ended November 30, 2023 the Compensation Committee held seven meetings in addition to informal sessions and special meetings related to negotiation of a new employment agreement with the CEO, planned awards under the Company’s incentive equity programs, and acted by consent to make awards under the Company’s equity incentive programs. The Compensation Committee meets with the Chief People Officer (“CPO”) on topics related to human capital resources, including employee turnover, retention or recruitment challenges, diversity, employee satisfaction, and new benefits under consideration and with the Chief Governance Officer and Corporate Secretary on matters related to new regulatory rulemaking, preparation of compensation related policies and resolutions, preparation of the compensation discussion for the annual proxy materials, stockholder engagement support, and for research and counsel on compensation related topics. In recent years, the Committee has engaged FW Cook, an independent compensation consultant to review and make recommendations related to compensation topics including retention, recruitment, peer group construction and benchmarking, recommendations related to its short- and long-term incentive programs, and potential terms of the CEO’s 2023 contract.

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The members of our Compensation Committee are Chris Lavern Reed (Chair) and Herbert Hughes. Each of these Committee members is “independent” within the meaning of Rule 10A-3 under the Exchange Act. In addition, each member of our Compensation Committee qualifies as a “non-employee director” under Rule 16b-3 of the Exchange Act and is “independent” as defined by Rule 5605(a)(2) of the Marketplace Rules of Nasdaq. Our Compensation Committee has been 100% independent pursuant to the applicable Nasdaq rules since July 2019. During fiscal year 2023, each member of the Compensation Committee was present at 100% of the Compensation Committee meetings held during such director's tenure as a member of the Compensation Committee.

Nominating and Governance Committee

Our Nominating and Governance Committee is responsible for assisting our Board of Directors by: (1) identifying individuals qualified to become members of our Board of Directors and its committees; (2) recommending to our Board of Directors nominees for election to the Board at the annual meeting of stockholders; and (3) assisting our Board of Directors in assessing director performance and the capacity and effectiveness of the Board of Directors as a whole including the breadth and depth of its substantive knowledge on topics related to general financial risk management, risks specific to the Company, strategic direction, and other matters related to its oversight and guidance of management, as well as in view of developments in the business and in legal and regulatory considerations. The Committee annually reviews the Board’s and each committee’s charter and composition and makes recommendations to Committees and the Board to improve oversight and strengthen their respective resources. In fiscal 2023 the Committee recommended and the Chair made changes to the Board’s delegation of responsibilities to committees and to its time allocation at Board meetings in response to self-evaluations administered by the committee, made recommendations that were adopted by the Board to strengthen the Company’s Insider Trading Policy and Clawback Policy, and initiated review of the Company’s management development and succession planning programs, including by recommending the formation of the Ad Hoc Succession Planning Committee. The Board currently consists of one member of management and four independent directors, but up to seven directors are authorized by the Company’s by-laws, and the Committee evaluates candidates brought to its attention on a rolling basis and may recommend the addition of Board members to provide relevant expertise, experience or to add depth to the Board. Diversity of background, experience, gender, and racial and ethnic identity are considered by the Committee in board recruitment. The board’s five current members include individuals with diverse backgrounds in manufacturing, finance, business, law, public service, the media, and law enforcement. Four individuals add racial, ethnic or gender diversity: one woman, two men who identify as African American, and one man who is a member of a Native American tribe. The Nominating and Governance Committee works with our Chief Governance Officer in recommending changes to the Company’s governance and compliance policies and protocols related to changes in Delaware law and SEC and Nasdaq rulemaking, in keeping the Board and management informed about important regulatory and legal developments related to SEC disclosure requirements, best practices, Board oversight responsibilities and educational opportunities, in preparing, administering, and reporting annual Board and Committee self-evaluations, annual D&O Questionnaires, and onboarding of any new Board members, among other things.

The members of our Nominating and Corporate Governance Committee are Leonard Elmore (Chair), Herbert Hughes, Emily Rooney, and Chris Reed. All current members of the Nominating and Corporate Governance Committee are “independent” as defined by Rule 5605(a)(2) of the Marketplace Rules of Nasdaq. During fiscal year 2023, each member of the Nominating and Corporate Governance Committee was present at 100% of the Nominating and Governance Committee meetings held during such director's tenure as a member of the Nominating and Governance Committee. The Committee also met informally and acted by consent, recommending changes that were adopted by the Board to the Company’s Insider Trading Policy to foster compliance with new SEC and Nasdaq regulations related to insider trading and 10b5-1 plans and a new Clawback Policy to comply with regulations going into effect in the coming year.

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Product Safety Committee

Our Product Safety Committee, formed in December 2022, is responsible for assisting the Board with its oversight responsibilities related to the safety of products manufactured in house for consumer use, including the establishment and maintenance of safety-related policies, procedures, reporting systems for ongoing oversight, safety-related crisis management, customer warnings, and product recalls, and any legal and regulatory requirements related to the safety of the products manufactured and produced and services offered by the Company (collectively, “products”). The committee meets with such members of management and the Company’s operations and technical management personnel as it sees fit to review topics relevant to its responsibilities and reports on such matters to the board for further discussion and. The Committee may engage outside advisors to assist the Company in compliance with the Consumer Product Safety Act and to assist its members in understanding such legal and regulatory environment as is relevant to the safety of the Company’s products. The members of the committee are Emily Rooney (Chair), Chris Lavern Reed, and, since October 2023, Leonard Elmore, each of whom is independent, and Bryan Ganz. During 2023 the Committee closely oversaw the development of safety protocols by the management product safety committee under the stewardship of the new VP of Product Development.

Code of Business Conduct and Ethics, Insider Trading Policy, and Hedging Prohibition

We have adopted a Code of Business Conduct and Ethics that applies to all employees, including our Chief Executive Officer and Chief Financial Officer. A copy of our Code of Business Conduct and Ethics is available free of charge on our website at ir.byrna.com. We intend to disclose any amendment to or waiver from a provision of our Code of Business Conduct and Ethics that requires disclosure on our website at ir.byrna.com. The Company also has a formal Whistleblower Policy, a hotline monitored by the Chair of the Audit Committee, and a comprehensive Insider Trading Policy.

Important Insider Trading Related Policies

Our Insider Trading Policy, which will be filed as an exhibit to our Annual Report on Form10-K for the fiscal year ending November 30, 2024, includes the following key provisions:

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Persons covered: Our Insider Trading Policy applies to all employees, consultants, directors, any former employees who retain material nonpublic information (“MNPI”), and any of their respective family members, household members, dependents and anyone whose securities they influence, direct or control (collectively, “Covered Persons”).

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Transactions prohibited:

Broad prohibition against any transaction that involves our securities while in possession of material non-public information.

Parallel prohibition against any transactions in the securities of other companies related to MNPI obtained in the course of service to us (collectivel,y “Covered Transactions”).

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Mandatory preclearance; no safe harbors or exceptions: All Covered Persons are required to obtain written preclearance of all Covered Transactions and there is no hardship or personal circumstances exception to any provision of the Insider Trading Policy.

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Written representation of no MNPI required for pre-clearance. Pre-clearance is only granted upon submission of a written representation that the Covered Person is not in possession of MNPI and all Covered Transactions that receive pre-approval are subject to the continuing representation that the Covered Person is not in possession of MNPI at the time the transaction is directed.

The Insider Trading Policy contains detailed explanations of what constitutes MNPI, what the insider trading laws prohibit, and the legal risks of illegal use MNPI as well as a discussion of Regulation FD and prohibitions against sharing Company information with outsiders. The Compliance Officer is available to answer any questions.

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Blackout Periods. The Insider Trading Policy details the Company’s regular quarterly blackout period and explains that special blackout periods may also be announced without prior notice. The Company sends notices to all employees with Company emails when blackouts begin and end, together with courtesy copies of the Insider Trading Policy and pre-clearance forms. Blackout Period starts and ends are also announced at the daily morning meeting held on the factory floor to ensure that employees without company emails receive notice, and Blackout related notices are posted prominently on the Employee Bulletin Board next to the punch in clock in the factory.

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Comprehensive Hedging and Margin Account Prohibition. The Insider Trading Policy prohibits hedging in the Company’s securities, including trading in public options, puts, calls, or other derivative securities as well as holding Company securities in margin accounts.

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Common Stock received in Settlement or upon Exercise of equity awards. The exercise of previously granted options or SARs and the settlement of restricted stock or restricted stock units previously granted under Company Incentive Equity Plans is not affected by the Insider Trading Policy, but any company securities received upon such exercise or settlement are subject to the Policy and all Policy terms, including all pre-clearance related requirements and all rules related to blackout periods and trading while in possession of material non-public information.

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Entry into and Transactions pursuant to 10b5-1 Plans

Pre-clearance is required.

Pre-clearances will not be granted and plans cannot be entered into during Blackout Periods or when the director or employee is in possession of MNPI.

Plans by Section 16 officers and directors and by all other covered persons must include the respective cooling periods prescribed by SEC and Nasdaq rules.

Compensation Committee Incentive Equity Grant Policies

The Compensation Committee’s policy is to not grant stock options or similar awards whose exercise price is related to the market value of our common stock in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and to not time the public release of such information based on stock option grant dates. To bolster our commitment to the highest ethical standards, our Compensation Committee recently adopted a policy, effective March 1, 2024, to make awards of options or similar awards on preset dates that do not fall in our standard quarterly Blackout Periods and not to grant stock options or similar awards whose exercise price is related to the market price of our common stock on the date of grant during periods in which there is likely to be material nonpublic information about our company, including (i) during Blackout Periods or outside a trading window established in connection with the public release of earnings information under our Insider Trading Policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information (each, a “Filing Window”) or, in the event that any stock option grant is awarded by the Committee during a Blackout Period or a Filing Window, it will be deemed effective on the day after the earnings or other announcement has been made and one full day of trading thereafter completed, unless such day is within a Filing Window, in which case such grants will not be deemed effective until the day after the first full trading day following the filing of the applicable report with the Securities and Exchange Commission.

Director Independence

A majority of the Board of Directors is independent as defined in Rule 5605(a)(2) of the Marketplace Rules of Nasdaq. The Board has reviewed and determined that 80% of our directors are independent under the applicable standards of Nasdaq: Herbert Hughes, Chris Lavern Reed, Leonard Elmore, and Emily Rooney. Each Board Committee except the Product Safety Committee is 100% comprised of independent directors. In December 2021, Herbert Hughes was appointed as Lead Independent Director and, effective May 16, 2023, he was elected Chair. During the fiscal year ended November 30, 2023, our independent directors held two stand-alone executive meetings of all independent directors, two executive sessions following Board meetings, and three executive sessions with the Company’s auditors following Audit Committee meetings.

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Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has in the past served as an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Director Engagement

Our Board of Directors met seven times during fiscal year ended November 30, 2023, and also acted by unanimous written consent. Over the past twelve months, two Board meetings were held at the Company’s domestic facilities in Las Vegas and Andover and included facility visits and engagement with local management and other employees. Members of management are invited to and attend selected board and committee meetings, depending on the agenda, to report on relevant topics and respond to questions, and engage informally with committee chairs on relevant topics.

In addition to our seven Board meetings during the 2023 fiscal year, the Audit Committee met five times, the Compensation Committee met seven times, and also met informally which resulted in action by consent, the Nominating and Governance Committee met twice and also acted by consent, and the Product Safety Committee met twice. Each director attended at least 75% of the combined Board and applicable committee meetings. Executive sessions or meetings of outside (non-management) directors without management present are included on the agenda for each regularly scheduled Board of Directors and Audit Committee meeting as well as any other committee meeting attended by management. During fiscal year 2023, the independent directors held eight executive sessions without management present, three of which included meeting with the Company’s independent auditors. The Compensation Committee also meets in executive sessions on compensation related matters with its outside advisors, in addition to regularly scheduled meetings.

Submission of Stockholder Recommendations for Director Candidates

The Nominating and Governance Committee has established procedures for stockholders to recommend director candidates. All stockholder recommendations for director candidates must be submitted in writing to our Corporate Secretary at 100 Burtt Road, Suite 115, Andover, MA 01810, who will forward all recommendations to the Nominating and Governance Committee. All stockholder recommendations for director candidates must be submitted to the Company not less than 120 calendar days prior to the anniversary of the date on which our proxy statement was released to stockholders in connection with the previous year’s annual meeting. All stockholder recommendations for director candidates must include:

the name and address of record of the stockholder;

a representation that the stockholder is a record holder of our securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934;

the name, age, business and residential address, educational background, public company directorships, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;

a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for board membership approved by the Board of Directors and set forth in the Nominating and Governance Committee charter;

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a description of all arrangements or understandings between the stockholder and the proposed director candidate;

the consent of the proposed director candidate to be named in the proxy statement, to have all required information regarding such director candidate included in the proxy statement, and to serve as a director if elected; and

any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

The Nominating and Governance Committee will evaluate all such proposed director candidates, including those recommended by stockholders, in compliance with the procedures established by the Nominating and Governance Committee, in the same manner, with no regard to the source of the initial recommendation of such proposed director candidate. When considering a potential candidate for membership on the Board of Directors, the Nominating and Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board membership approved by the Board of Directors, all facts and circumstances that the Nominating and Governance Committee deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her availability, depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board of Directors. At a minimum, each candidate must have high personal and professional integrity, have demonstrated ability and judgment, and be effective, in conjunction with the other directors and candidates, in collectively serving the long-term interests of the stockholders. In addition, the Nominating and Governance Committee will recommend that the Board select candidates for nomination to help ensure that a majority of the Board shall be “independent” in accordance with Nasdaq rules and that each of its Audit, Compensation, and Nominating and Governance Committees shall be comprised entirely of independent directors, subject to certain exceptions under the Nasdaq rules to such requirement. Although there is no specific policy regarding the consideration of diversity in identifying director candidates, the Nominating and Governance Committee may consider whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. The Nominating and Governance Committee also may consider whether the candidate has direct experience in the industries or in the markets in which the Company operates. The Company does not pay any fees to third parties to identify or evaluate potential nominees.

Stockholder Communications

We welcome the opportunity to share the Company’s story and strategy with investors, and value their input on long-term goals and strategies and their feedback on our operations, management, and initiatives. Stockholders and other interested parties wishing to communicate with the Board of Directors may do so by sending a written communication to any director at the following address: Corporate Secretary, Byrna Technologies Inc., 100 Burtt Road, Suite 115, Andover, MA 01810. The mailing envelope should contain a notation indicating that the enclosed letter is a “Board Communication.” All such letters should clearly state whether the intended recipients are all members of the Board of Directors or certain specified individual directors. Our Corporate Secretary or her designee will make a copy of any such communication so received and promptly forward it to the director or directors to whom it is addressed.

Committee Charters

The Board has adopted, and may amend from time to time, a written charter for each of the Nominating and Corporate Governance Committee, Audit Committee, Compensation Committee and Product Safety Committee. Byrna maintains a website at www.byrna.com. We make available on our website, free of charge, copies of each of these charters. The information on our website is not incorporated by reference into this proxy statement and should not be considered to be a part of this proxy statement.

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Our Corporate Citizenship

We are committed to exceeding the expectations of you, our stockholders, our employees, and the communities in which we live and work. Every day we strive as a team to develop and deliver innovative tools and educational and training programs to facilitate safer policing, safer schools, safer communities, and safer living. Our goal is simple: to reduce the lethal consequences that result from deployment of traditional firearms by developing and offering simple, effective, and affordable tools and training for personal safety, community safety, and criminal apprehension. We believe our message is one that people with opposing political perspectives should be able to agree upon and are working to raise public awareness of the availability and value of non-lethal alternatives to firearms. In the interest of making our tools available to people who might not be able to afford them, we offer Sezzle® as a payment option on our e-commerce store.

We have not adopted any formal objectives for environmental sustainability and just begun the process of analyzing and planning compliance with the SEC’s recently finalized rules. However, we have undertaken several projects directed at environmental sustainability and employee and public health and safety. We have developed the first environmentally friendly less lethal round to reduce our contribution to the environmental challenge presented by the build-up of non-biodegradable plastic debris. We have begun a packaging project to reduce ammunition packaging waste by converting from plastic containers to mylar bags. We also are evaluating changes to our protocols for intracompany shipping to reduce unpacking and repacking waste. Finally, we recently hired an Environmental Health and Safety consultant to review our current policies, audit our facility, and create proposals for improvement.

Our Team: Human Capital Management

Talent Acquisition, Engagement, and Retention

Our team is critical to the Company’s ability to meet its strategic goals including growing revenues, improving margins and simplifying day-to-day processes to maximize efficiency. Our Board and our Human Resources Department, led by our Chief People Officer, Sandra Driscoll, work to further our key human capital management priorities: talent acquisition and retention, diversity and inclusion, engagement and collaboration, and development. We use a variety of recruiting and retention tools to engage and retain our human capital including recruiters, employee referrals, short and Long-Term incentive programs, a full suite of health benefits, employer 401(k) contributions, hybrid work environments where possible, and a comfortable workplace with various amenities and features to encourage collaboration and collegiality. In the U.S., in addition to initiatives related to compensation and the physical work environment, we seek to support our employees by providing benefits, services and, in some cases, flexible work arrangements to support our employees with personal or work-related issues. Our benefit programs include a range of support services related to mental and emotional well-being.

We are continuously engaged in efforts to provide opportunities and awards to improve the Company’s recruitment and retention of critical talent globally. In February 2022, our Compensation Committee retained FW Cook, an independent compensation consultant, to make recommendations to support retention and recruitment. We subsequently implemented a New Hire Incentive Equity Program, a one-time Employee Retention Grant Program to provide incentive equity to employees hired before the New Hire Incentive Equity Program was adopted, and an a long-term incentive equity grant program for senior management and key employees to provide better motivational and retention tools in the medium and short range as a result of FW Cook’s recommendations. The Compensation Committee works with its advisors each year to review and develop its compensation incentive programs informed by peer data and industry developments, including recent changes and contemplated changes described in this proxy statement. Additionally, we have undertaken several key projects to support and incentivize our people, including moving Fort Wayne manufacturing and customer support teams to a new facility with better workplace amenities, implementation of company-wide, cloud-based systems to improve safety and security, new software and hardware to facilitate management of inventory, production and shipping operations, a hybrid work policy for office workers, and a global product safety related training program. We have reorganized our facilities and standardized certain parts to reduce SKUs, improve efficiency and lower costs, and currently are exploring additional changes, including training of key personnel in lean manufacturing techniques, to continually improve employee safety, working conditions, efficiency, and product quality. We are currently planning a new facility in Fort Wayne dedicated to ammunition manufacture in the U.S.

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We continue to invest in our human capital by offering an online learning platform, which currently offers self-guided courses of study designed to facilitate the personal and professional development of our employees and organizational compliance and security. These include programs on stress management, discrimination, workplace conflict management, intergenerational communication skills, collaboration and teambuilding, time management, planning and organizing, listening skills, negotiating skills, presentation skills and e-mail best practices, as well as modules specifically for managers and supervisors. We also have conducted safety training, including level 2 firearms training where appropriate, and implemented a firearms safety protocol in all our facilities to better secure the well-being of employees and visitors and provide a consistent and safe way to demonstrate and use our products, external training to support specific areas of growth, including technical, organizational, and personal growth initiatives, and organizational training such as cybersecurity and foreign corrupt best practices

Diversity and Inclusion

Byrna embraces diversity and equal opportunity. We view diversity in our team as an important contributor to innovation and seek to encourage all team members to offer bring their background, experience, diverse skills, and perspective to the workplace. Our Human Resources department is in the process of building programs designed to make all employees comfortable in expressing their views and collaborating so that they can develop and thrive in the workplace. On an annual basis, all employees are required to participate in training directed at preventing discrimination and harassment and understanding bias, with special training for managers on leadership’s role in preventing discrimination and workplace harassment. With under 100 employees in the United States, we do not report metrics to the EEOC.

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REPORT OF THE AUDIT COMMITTEE

REPORT OF THE AUDIT COMMITTEE

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Proxy Statement or any future filing with the Securities and Exchange Commission, in whole or in part, the following report shall not be deemed incorporated by reference into any such filing.

The undersigned members of the Audit Committee of the Board of Directors of the Company submit this report in connection with the committee’s review of the financial reports of the Company for the fiscal year ended November 30, 2023 as follows:

The Audit Committee has reviewed and discussed with management the audited financial statements of the Company for the fiscal year ended November 30, 2023.

The Audit Committee has discussed with representatives of EisnerAmper LLP the matters required to be discussed with them by applicable requirements of Public Company Accounting Oversight Board Auditing Standard No. 16.

The Audit Committee has received the written disclosures and the letter from the independent accountant required by the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent accountant the independent accountant’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2023 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee:

Herbert Hughes, Chairman of the Audit Committee
Chris Lavern Reed
Leonard Elmore

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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Our Executive Officers

In addition to Mr. Ganz, our current executive officers include Laurilee Kearnes, Luan Pham, and Lisa Wager. Information concerning our executive officers, other than Mr. Ganz, follows:

Laurilee Kearnes has been Chief Financial Officer since July 2024. Ms. Kearnes brings over 20 years of experience in financial and operating leadership, most recently serving as CFO for Harte Hanks (Nasdaq: HHS), a Massachusetts-based global customer experience strategy company, from November 2019 to October 2023. At Harte Hanks, she oversaw all finance, accounting, and human resources for a business with over $200 million in annual revenues. Prior to her role as CFO at Harte Hanks, Ms. Kearnes held various key positions, including Corporate Controller from August 2018 to November 2019, Group VP of Finance from 2006 to 2018, and VP of Finance from 2003 to 2006. Her background also includes roles at Brooks Automation, where she managed financial operations in a high-tech manufacturing environment from 2000 to 2003, and at Nutraceutical Corporation, where she gained insights into market dynamics in consumer-focused industries from 1997 to 2000. Ms. Kearnes graduated from Utah State University, receiving both her undergraduate degree and master’s degree in accounting.

Luan Pham has been Chief Marketing and Revenue Officer since April 2021, and joined the Company as Chief Marketing Officer in January 2021. He previously served as Chief Revenue and Marketing Officer, from June 2017 to December 2020, of Laird Superfood, Inc., a creator of plant-based food products. Immediately before joining Laird, and since January 2012, Mr. Pham was Head of Marketing for Condé Nast's Golf Digest. Previously, Mr. Pham was Senior Director of Marketing for Golf and Tennis at Ralph Lauren. Mr. Pham received a B.A. from California State University, Fullerton.

Lisa Wager has been Corporate Secretary since April 2019 and our Chief Governance Officer since December 2021. She previously served as the Company’s Chief Legal Officer from October 2018 to December 2021. Previously, Ms. Wager was in private practice for over 20 years, most recently as a Partner with the law firm of Morgan Lewis. Ms. Wager was as a law clerk to Hon. John F. Keenan, United States District Judge for the Southern District of New York. She received a J.D. from Columbia Law School and a B.S. from Union College.

Compensation Discussion and Analysis

The Company’s three named executive officers (“NEOs”) in the fiscal year ended November 30, 2023 were:

Bryan Ganz, President and Chief Executive Officer (“CEO” or “PEO”)

Luan Pham, Chief Marketing and Revenue Officer, and

David North, former Chief Financial Officer.

This Compensation Discussion and Analysis is intended to provide material information related to our executive compensation program, including our compensation goals, the criteria used in making and the reasons underlying executive compensation decisions and to provide context for the information in the Summary Compensation and Compensation Actually Paid tables.

We believe a compensation program that promotes long-term growth is a cornerstone to delivering meaningful shareholder value. We have worked to engage actively with our stockholders in structuring and setting CEO compensation and in crafting its executive incentive compensation program.

Key changes to our executive compensation program since our 2023 annual meeting of stockholders include:

	●	Modified the long-term incentive program to exclude the CEO from further grants thereunder effective December 1, 2023;
	●	Determined that no equity grants will be made to the current CEO during the three-year term of his 2023 employment agreement other than those explicitly provided for in the agreement;

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	●	Provided that 100% of the incentive equity to be granted to the CEO pursuant to his new three-year agreement will be performance-based and tied to our stock price, with all awards cliff-vesting at the end of the full contract term, to further align with stockholder interests;
	●	Determined to make changes to the structure of the long-term incentive program for our non-CEO executive officers beginning in fiscal year 2025, informed by stockholder feedback, to decrease reliance on time-based options and increase use of performance-based equity awards;
	●	Implemented changes to the annual short term cash incentive program beginning in fiscal 2024 to a preset, formulaic scorecard system to strengthen alignment between pay and performance and improve transparency to stockholders and management;
	●	Reviewed potential risk mitigators identified through stockholder feedback and adopted a new Clawback Policy as well as contractual mechanisms to strengthen the policy’s enforceability;
	●	Considered the need for minimum stock ownership and holding related policies and determined to revisit these topics at least annually;
	●	Determined to work with an independent outside consultant to try to improve construction and usage of a representative peer group to assess compensation levels and structure, identify relevant indices to assess performance, and to monitor and evaluate the overall compensation structure on an ongoing basis, including the success of the new formulaic short-term incentive program in improving alignment of pay and performance; and
	●	Planned expanded stockholder engagement, including regular outreach to institutional investors, to solicit feedback on compensation, governance and other topics of importance to stockholders and the success of our business.

Stockholder Engagement and Feedback

Accountability is critical to our success, and we actively seek our stockholders’ input and perspectives on our policies and practices. Our stockholder engagement program is led by our senior management and overseen by our Board, and since the beginning of fiscal 2023 it included meeting with over 90 investors at conferences and several hundred investor calls made or received with management and our investor relations representatives.

In making compensation decisions during fiscal year 2023, the Board and the Compensation Committee considered the say-on-pay vote from our 2023 annual meeting of stockholders, which reflected strong overall support with approximately 82% of shareholders voting in support of our compensation program as disclosed in the proxy statement for that meeting and relevant institutional voting policies and voting records. The Compensation Committee and the Board also considers stockholders’ long-term goals and interests in connection with strategic decisions generally including our executive compensation structure. In addition, members of the Board and the Compensation Committee engaged directly with shareholders during fiscal year 2023 on several specific topics, including:

	●	a meeting between members of our Compensation Committee and members of the stewardship committee of one of our largest institutional investors to review topics related to alignment of pay and performance in advance of the 2023 Say on Pay vote;
	●	multiple communications between large individual and institutional investors and members of management or members of the Board and numerous conversations between management and institutional investors discussing marketing challenges the Company faced in 2023; and
	●	several phone calls between members or representatives of the Compensation Committee and several of our largest individual shareholders related to negotiation of the Mr. Ganz’s new employment agreement and his related long-term incentive awards, which feedback was reflected in the final agreement.

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Executive Compensation Philosophy

Our executive compensation program is designed to align executive compensation with the interests of our shareholders by rewarding achievements that serve our financial and operational goals and build success. To build sustained long-term success, our executive compensation program is designed with the following goals:

	●	attracting and retaining highly qualified individuals capable of making significant contributions to our growth and long-term success;
	●	promoting a dynamic and collaborative environment that encourages team and individual achievement;
	●	relating pay to performance through an emphasis on at-risk, variable pay components;
	●	rewarding achievement of preselected key metrics and strategic milestones that will enhance long-term shareholder value;
	●	rewarding strategic management in furtherance of long-term sustained growth;
	●	aligning the interests of our executives with the interests of our shareholders in growing shareholder value over the long-term through equity ownership; and
	●	balancing short-term incentives that could encourage inappropriate risk taking with longer term compensation components that encourage consideration of long-term return.

Guided by these objectives, our executive compensation design reflects our vision and values, general economic and company-specific considerations, and is built on a framework of pay-for-performance, comprehensive position evaluations, and market competitiveness.

In structuring incentive compensation to advance our immediate and long-term financial and operational goals, identified priorities include:

	●	achieving financial metrics that build shareholder value over time;
	●	driving and growing traffic to our e-commerce and bricks and mortar stores;
	●	expanding and growing our premier dealer network;
	●	expanding our geographic footprint and sales channels;
	●	innovative and strategic product line expansion and partnerships to develop our safety ecosystem;
	●	managing regulatory, business and product-related challenges including challenges stemming from our products’ proximity to the socially and politically charged subject of firearms.
	●	expanding demand for our products by raising public awareness of the availability of effective less-lethal alternatives to firearms;
	●	building brand recognition as a pioneer in the market for less-lethal self-defense tools specifically created for civilians; and
	●	establishing the Byrna® line of non-lethal products as the best-in-class solution for civilian personal safety.

To mitigate risk, our compensation program design includes a comprehensive clawback policy, use of multi-year and back-weighted vesting periods of at least three years in most long-term incentive awards, use of key financial metrics in short-term incentive determination, monitoring stockholdings of and stock sales by our executive officers, and the Compensation Committee’s ultimate discretion in awarding short-term incentives to ensure that they serve long-term shareholder interests.

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Compensation Committee Role

The current members of our Compensation Committee are Chris Reed (Committee Chair) and Herbert Hughes. Each member of the Compensation Committee is an independent director under the applicable rules of Nasdaq. The Compensation Committee is primarily responsible for addressing the fair and competitive compensation of our executive officers along with matters related to our compensation plans, policies, and programs. In fulfilling its duties and responsibilities, the Compensation Committee may consult with management and investors, and hire independent consultants. The Compensation Committee uses professional compensation consultants to provide market and peer data related to compliance policies, structure and awards to inform its compensation design, as well as to assist in specific compensation-related decisions. Compensation related feedback from investors, including feedback transmitted by management and the investor relations team following earnings calls, at investor conferences, and in one-on-one meetings or calls, is considered by the Compensation Committee together with institutional investor guidelines, publications and analyses by proxy advisors.

In reviewing the compensation of NEOs, the Compensation Committee generally meets only with the CEO and the committee’s independent compensation consultant. No executives (including the CEO) may attend Compensation Committee discussions of or participate in decisions on their own compensation.

Use of Independent Consultants and Peer Groups

In 2023, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as an independent consultant to provide peer data, information on compensation trends and institutional investor outlook, and alternative incentive designs that informed the following topics:

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negotiation of a new three-year contract with the CEO effective upon the August 31, 2023 expiration of his prior contract;

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modification of the long-term incentive program to exclude the CEO for 2024; and

●

adoption of formulaic methodology, including implementation and communication of preset metrics, to be used in awarding annual short-term incentives beginning with the 2024 STI program.

The Compensation Committee continues to work with its outside advisors to further develop our executive compensation program.

The Compensation Committee has found peer group data provided by the independent compensation consultant to be helpful in developing the structure of our overall compensation program, including modifications made in 2022 to address changing market and competitive conditions and retention challenges, and in developing a formulaic mechanism to more clearly tie short-term incentive awards to performance. To date, peer data has been of limited utility for benchmarking overall and LTI, initially due to the significant growth the Company was undergoing when the executive compensation program was designed in 2020 and the unique historic role of the CEO, and more recently due to challenges in in constructing a relevant peer group from the Company’s legacy “Aerospace & Defense” classification and limited use of performance related incentives by companies that are deemed to be peers. We believe meaningful peer data would be helpful to the Committee and investors in evaluating our executive compensation program. The Compensation Committee will work with its outside consultants to review and update our peer group to improve its utility for this type of market analysis.

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Components of our Executive Compensation Structure

Base salary

We pay base salaries to attract and retain talented employees, including our NEOs. We operate in a fast-paced and demanding environment and place great reliance on the skills of our small core team. Each of our executives is called on to lead “with their sleeves rolled up,” and has decades of experience in areas of critical importance to our long-term success. Our base salary levels are set based on market competitive considerations, including the unique skills and experience of each of our executive officers, the immediate and longer term demands of our business and organizational structure, and our long-term business and shareholder interests, with reference to peer data provided by our independent compensation consultants. In referencing peer data, we seek to draw from companies with similar business models, C-suite structures, and expectations of executives in assessing the overall reasonableness of our compensation packages although, as noted previously, that has been challenging.

Increases in base salary are driven primarily by demonstrated value to the Company, generally reviewed annually and adjusted from time to time based on market data and assessment of company, business unit and individual performance and experience. Merit increases are awarded based on the performance of the employee. For executives other than the CEO, increases in base salary may be initiated by the CEO’s recommendation in his annual report to the Compensation Committee.

For fiscal year 2023 the CEO had a modest increase in his base salary as a result of the commencement of a new employment agreement effective September 1, 2023, reflecting cost of living and inflation since his 2022 salary was set for the term beginning September 1, 2020 (as discussed below) and that salary is fixed for the full three years of his agreement. Neither of the two NEOs other than our CEO had any increase in their fiscal year 2023 salary compared to fiscal year 2022.

Short-Term Incentive

We seek to balance the security provided by a base salary with the “at-risk” feature of an annual short-term incentive (“STI”) cash award. The annual bonus opportunity allows us to recognize and reinforce our executives’ performance over the prior year and their contributions, individually and as a member of a team, to building long-term shareholder value. Each executive officer has an STI target stated as a percentage of base salary. The STI targets for our NEOs were initially set at hiring based on position and seniority. Although STI targets are relatively stable at the named executive level, they may be adjusted due to a change in position or increase in recognition of an NEO’s increasing value to the Company. Targets and respective payouts for the years reflected in the SCT are detailed under “Short-Term Incentive Detail” below.

The general process used to determine actual STI awards over the past five years has begun with the Compensation Committee’s selection, early in the year, of key financial metrics, operational goals and/or strategic milestones to be considered based on Company priorities. Final STI awards related to performance in a given fiscal year are made early in the following fiscal year.

Long-Term Incentive Equity

We grant equity-based awards to our executive officers under our Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”) in order to recruit, retain and motivate our executive team to pursue strategies directed at sustained long-term growth. We believe that executives’ interests and those of other stockholders are well-aligned when they are co-owners of the Company and through opportunities to increase their ownership and the value of that ownership, effectively reaping what they sow. Long-term incentives that we can grant under the 2020 Plan include restricted stock, restricted stock units, stock appreciation rights and stock options.

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Key features of the 2020 Plan include:

	●	Prohibition of repricing of options or SARs without explicit shareholder approval;
	●	No evergreen features;
	●	No liberal share recycling including of shares repurchased, withheld, or tendered for cashless exercise or withholding tax obligations;
	●	One year minimum vesting, subject to limited exceptions;
	●	No option reloading;
	●	No dividend payouts on any unvested equity awards; and
	●	No non-standard change in control definitions.

Awards granted under the long-term incentive program for our named executive officers have utilized multi-year vesting periods to encourage long-term strategic planning and sustained growth, performance-based vesting conditions to directly link a portion of “at risk” executive compensation to shareholder return, and front-loaded grants with back-weighted vesting provisions to discourage turnover, particularly as executives gain experience and become more valuable to the Company over time. To date, grants of performance-based restricted stock units have been structured to vest on preset end dates such that any shares that do not satisfy vesting conditions by the specified end date are forfeited. Vesting of all performance-based RSU awards has been conditioned upon achievement of preset stock prices for specified periods and no RSU awards have provided for vesting before the end of a multi-year service term, which generally has been three years from the effective grant date.

The NEOs’ long-term equity incentive packages (including the CEO’s), as initially granted by the Board in 2020, consisted of front-loaded 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.

2022 Modifications to Executive Long-Term Incentive Packages

Between the third quarter of 2021 and the first quarter of 2022, our stock price fell significantly, reducing the motivational value of the executive team’s LTI packages. We also experienced turnover of our Chief Supply Officer, Controller, and Chief Operating Officer.

In response to concerns and based on feedback from FW Cook, in March of 2022 the Compensation Committee approved the cancellation of 50% of the original grants to the CEO and the other two named executive officers, consisting of all of the performance-based RSU awards subject to a $40 stock price target and half of performance-based RSU awards subject to a $30 stock target, and the issuance of an equal number of time-based stock options with a ten-year term, exercisable at the fair market value on grant date. For clarity, the CEO retained all of his $20 performance-based RSUs and half of his $30 performance-based RSUs, and the other two named executive officers each retained their time-based RSUs and half of their $30 performance-based RSUs. All of the $30 performance-based RSUs were forfeited on their respective end dates between August 31, 2023 and April 18, 2024. The details of these RSU grants, the modifications thereto, and the final vesting and forfeitures of these awards is 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 Summary Compensation Table.

One-third of the stock options that each executive was granted in connection with his March 2022 forfeitures of a portion of his outstanding performance-based RSUs vested on the first anniversary of the grant, and the balance vested or will vest in even quarterly increments over the following two years. Because these new option grants replaced simultaneously forfeited performance-based RSU awards, they had no net impact on the overall number of shares reserved for issuance to the grantees and no additional dilutive impact on shareholders as a whole. Implementation of these changes to our long-term compensation was intended to provide more effective, ongoing long-term incentives to facilitate retention, while maintaining stock price performance-based awards. Moreover, it brought the overall structure of the executive long-term incentive packages closer to that of peers.

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Fiscal 2023 Compensation Topics

Fiscal Year 2023 Long-Term Equity-Based Incentive Grants

In the third quarter of fiscal year 2022, business challenges related to economic headwinds and the global supply chain crisis led to lower earnings estimates and our stock price declined further. In response to this, the Compensation Committee adopted a long-term incentive equity program (the “LTI Program”) for our executive officers to begin during the 2023 fiscal year, as well as a new hire program to provide incentive equity to new employees throughout the business based on their positions and base salaries. The LTI Program was structured to consist of 100% stock options for fiscal 2023 because the Compensation Committee believed that this would ensure continual motivation to drive performance and facilitate retention in variable markets, while aligning executives’ interests with those of stockholders generally because the options could yield value only to the extent that our stock price appreciated following the grant date. The first grants under the program were made in December 2022 (in fiscal year 2023). The recipients included our CEO and our other two named executive officers as well as other members of senior management. The Compensation Committee will continue to evaluate the proper mix of equity for the LTI Program each year and intends to engage with shareholders to solicit investor feedback to inform program design decisions.

2023 Ganz Agreement

Shortly after the 2023 Annual Meeting of Stockholders, the members of the Compensation Committee were charged with negotiating a new contract with Mr. Ganz to commence upon the August 31, 2023 expiration of the employment period covered by the 2020 Ganz Agreement. The new contract would contemplate an orderly transition of leadership over or upon the conclusion of its new three-year term. The Compensation Committee retained FW Cook as an independent consultant to advise it in connection with assessing the reasonableness of the overall compensation package relative to peers, its alignment to our business goals, and the alignment of the incentive structure with shareholder value. The Compensation Committee also considered feedback received from investors and the results of the 2023 say-on-pay vote as it negotiated the agreement based on its outreach to large stockholders. On September 12, 2023, informed by this feedback as well as published commentary in connection with the 2023 say-on-pay vote, we executed a new three-year employment agreement with Mr. Ganz, effective as of September 1, 2023 (the “2023 Ganz Agreement”). For a summary of the terms of 2023 Ganz Agreement, see “—Employment Agreements—Bryan Ganz” below.

Other 2023 Compensation Committee Actions

Following the May 2023 say-on-pay vote, the Compensation Committee considered the views expressed by proxy advisors related to time-based incentive equity grants, and explored ways to further align pay with performance and improve the transparency of our compensation practices, particularly determination of short-term incentives and its consideration of total shareholder return in various elements of the executive compensation structure.

2023 Short-Term Incentive Cash Awards

In determining 2023 short-term incentive awards, the Compensation Committee focused on the extent to which management had achieved the pre-determined strategic goal of developing a new marketing strategy following the marketing challenges that had resulted from the early 2023 third party weapons advertising ban that significantly impacted our historic marketing programs. In determining 2023 STI awards to be made following the fiscal year-end, the Compensation Committee reviewed available quantitative evidence bearing on the success of the new program. The Compensation Committee reviewed quantitative data reflecting web activity in the wake of endorsement airings, non-quantitative but informative information reflecting additional celebrities under contract or in contract discussions, and preliminary revenue results for the fourth quarter of 2023 reflecting a sequential increase of approximately 120% over third quarter 2023 revenues and a 33% year-over-year quarterly increase in domestic revenues. The Compensation Committee also considered additional quantitative data including early holiday orders during the period immediately following the end of the fiscal year (beginning with Black Friday and Cyber Monday) relative to the prior year’s holiday season, which was up 50% year over year. While these results had not yet been reported and thus were not yet reflected in the year end stock price, the Board reasonably anticipated that shareholder return would catch up with the revenue trend once results were announced and sustained. Accordingly, the Compensation Committee concluded that management fully met its single prioritized strategic goal set for 2023. As a result, the Compensation Committee awarded 100% of target bonuses to Mr. Pham and Mr. North. The Compensation Committee awarded Mr. Ganz a bonus equal to 75% of his target bonus reflecting the strong performance of the new marketing strategy and his leadership of the team, but exercised a discretionary reduction of his 100% target due to his ultimate responsibility for supply chain and product development issues encountered earlier in the fiscal year that had been the responsibility of certain of his direct reports.

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When the preliminary financials and other information considered by the Committee were reported in the Company’s Annual Report on Form 10-K filed February 14, 2024, they reflected a strong sequential quarterly revenue increase of 119% over the fiscal third quarter 2023 revenue following implementation of the new marketing strategy. Illustrating even longer sustained and improved performance, the revenue for the third quarter of 2024 reflect year over year third quarter revenue growth of 194%.

	Q3 2023		Q4 2023			Q3 2024
	($ millions)		($ millions)			($ millions)
Last Quarterly Revenues Reported		7.1		15.6			20.9
Increase over Q3 2023 Revenues				119	%		194	%

The table below details Total Shareholder Return (“TSR”) changes following the reporting of our financial results for fiscal year 2023 and through October 16, 2024, relative to Russell Microcap ETF (the “IWC”) over the same periods.

	Fiscal 2023 Year End		2023 Financials Reported
Date	11/30/23		2/14/24			10/16/24
Byrna Closing Price	$	5.85	$	10		$	15.76
Byrna TSR Increase from 11/30/23				71	%		169	%
Russell Microcap ETF (IWC) Closing	$	101.88		115.33			128.57
Price IWC TSR Increase over same periods				13.20	%		26	%

The 71% increase in Byrna’s TSR upon reporting its fourth quarter and full year 2023 results support the Compensation Committee’s decisions for the 2023 STI awards. Further underscoring the Compensation Committee’s assessment that management had demonstrated the scalability and sustainability of the new program is the 169% year-over-year third quarter growth of our TSR through October 16, 2024, relative to the IWC’s TSR of 26% over the same period.

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2024 Compensation Planning

New Methodology for Determination of STI Awards

For fiscal 2024, the Compensation Committee has implemented an annual short term incentive program subject to pre-determined performance measures applied formulaically to determine STI payouts. The pre-determined measures are 60% financial and 40% strategic, with thresholds for each metric below which no payout will be made and a maximum performance that, if reached, will result in a maximum payout at 150% of target for that element. The financial metrics for fiscal 2024 are comprised of revenues (50%), EBITDA (25%) and gross margin (25%). The strategic goals selected are non-financial objectives and considerations, including management of certain risks and human capital, identified as central to the success of our business.

The Compensation Committee believes that its formal communication of the new scorecards to management early in the year will improve the effectiveness of the STI program in enhancing shareholder value by clearly communicating the Board’s priorities and how achievement of specific metrics selected to advance those priorities will impact their STI awards. The Compensation Committee expects the scorecard system to strengthen the connection between pay and performance, and facilitate alignment of compensation and TSR, particularly over multiple year periods.

Long-Term Incentive Design Review and Shareholder Engagement Plans

In December of 2023, which is during our fiscal year 2024, the Compensation Committee considered investor feedback regarding of the use of stock options as long-term incentive compensation, but decided that continuing the long-term incentive option program for fiscal 2024 was the best way to provide consistency in the program and the best incentivizing and retention tool. The Compensation Committee decided to remove the CEO from eligibility for the option grant program because his contractual entitlement to performance-based RSU grants was intended to reflect comprehensive long-term incentive compensation for the full three-year period of his contract. The Compensation Committee is continuing to evaluate the program, including seeking shareholder input, refining our peer group, and may make changes for FY 2025 and subsequent years.

Peer Group Benchmarking

Notwithstanding our best efforts to analyze our executive compensation structure and performance relative to a representative group of peers, we have been challenged by turnover in our identified peer group executive ranks, limited disclosures related particularly to incentive equity among other smaller reporting companies, and substantial differences between the organizational structures, executive responsibilities, seniority levels, business structures, and growth stage between Byrna and peer companies. Our most fundamental challenges stem from our legacy designation as an “Aerospace and Defense” company and unique company related challenges stemming from our new and novel business, the highly charged political and economic spheres in which it operates, our vulnerability to economic and cyclical headwinds and the cyclical nature of our business, whose high season is not fully captured by its fiscal year or the disclosure of high season results.

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Summary Compensation Table

The following table sets forth all compensation paid to our named executive officers at the end of the fiscal years ended November 30, 2023 and 2022. Individuals we refer to as our “named executive officers” include our Chief Executive Officer and our two other most highly compensated executive officers during the fiscal year ended November 30, 2023 whose salary and bonus for services rendered in all capacities exceeded $100,000.

	Year	Salary		Bonus		Stock		Option
Name and Principal Position		($)(1)		($)(2)(6)		Awards ($)(3)		Awards ($)(4)		Other ($)(5)		Total ($)

(a)	(b)		(c)		(d)	(e)		(f)		(h)		(i)
Bryan Ganz	2023		465,000		371,250		-		424,782		17,297		1,278,329
Chief Executive Officer	2022		450,000		225,000				2,479,500		19,306		3,173,806
David North	2023		250,000		150,000				212,388		15,695		628,083
Former Chief Financial Officer (6)	2022		250,000		120,000		235,257		413,578		16,895		1,035,730
Luan Pham	2023		300,000		225,000				212,388		26,321		763,709
Chief Marketing and Revenue Officer	2022		300,000		112,500		39,551		454,936		27,142		934,129

Notes:

(1)

The base salary of our CEO during 2022 and the first eight months of 2023 was set pursuant to his three-year contract approved by shareholders in 2020 and, since September 1, 2023, has been set pursuant to his new three-year contract effective on that date. The base salaries of our non-PEO NEOs were initially set in August 2020 and April 2021 pursuant to their offer letters and have been adjusted since pursuant to merit raises and increased responsibilities.

(2)

Amounts reflected in this column are cash awards under the Company’s short-term incentive plan made in December of the year following each fiscal year. Our short-term incentive awards reflect the Compensation Committee’s assessment of the NEOs’ 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 NEO’s target short-term incentive provided in their respective employment contract or offer as subsequently set by the Compensation Committee for future fiscal years. Additional information underlying the determination of each award in this column is provided in the Short-Term Incentive Detail table below.

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(3)

All stock-based awards reported for the years ended November 30, 2023 and November 30, 2022 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.

(4)

All option awards for the years ended November 30, 2022 and November 30, 2023 were stock options with vesting based on the grantee’s continuous service through specified vesting dates. The grant date fair value of each stock option is estimated on the date of grant by using the Black-Scholes model. Options listed in this column that were granted in 2022 included 450,000 to Mr. Ganz (with a grant date fair value of $2,479,500), 75,000 to Mr. North (with a grant date fair value of $413,578) and 82,500 to Mr. Pham (with a grant date fair value of $454,936) that replaced an equivalent number of performance-based restricted stock units previously granted to them that were forfeited in 2022.

(5)

Compensation that we have reported under this category includes our contribution to the cost of health insurance and 401(k) partial matching for those employees contributing to 401(k) plans. These benefits, however, are offered to all employees of the Company on the same terms, and thus the contributions to the cost of health care insurance were included voluntarily and are not required to be included in the Summary Compensation Table.

(6)	Mr. North retired as Chief Financial Officer effective July 15, 2024.

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Short-Term Incentive Detail

The table below provides additional information regarding short-term incentive targets for our named executive officers, the metrics and strategic goals considered when determining bonus payments, and the amount of bonus payments for fiscal years 2022 and 2023 as a percentage of each named executive officer’s base salary.

Name and Principal Position	Year	Target STI (as a % of base)		% of Target Awarded (1)(2)		Preselected Metric(s)		Preselected Strategic Goals
Bryan Ganz	2023		100%		75%		N/A; financial target metrics were not set due to third party business disruption that began in late Q1 was deemed unresolvable in March		Q1 new product rollouts; developing a successful marketing strategy in the face of the third party advertising ban was prioritized in March
President and Chief Executive Officer	2022		100%		50%		Revenue Gross Profit EBITDA		Elimination of material weakness NetSuite implementation
Luan Pham	2023		75%		100%		N/A; financial target metrics were not set due to third party business disruption that began in late Q1 and was deemed unresolvable in March		Q1 new product rollouts; developing a successful marketing strategy in the face of the third party advertising ban was prioritized in March
Chief Marketing and Revenue Officer	2022		75%		50%		Revenue Gross Profit EBITDA		Elimination of material weakness NetSuite implementation
David North	2023		60%		100%		growth/A		Financial support of new product rollouts and of new marketing strategy development prioritized in March
Former Chief Financial Officer	2022		60%		80%		Revenue Gross Profit EBITDA		Elimination of material weakness NetSuite implementation

(1)

Specific financial targets were not set for 2023 STI awards due to third party implementation of an advertising ban on all weapons advertising, and meeting that challenge took precedence over shorter-term goals. In March 2023, management was charged with the strategic priority of developing a new marketing strategy, which the Compensation Committee found, after the fiscal year ended, to have been successfully implemented in the fourth fiscal quarter. The Compensation Committee awarded full STI targets to the non-CEO executive officers for achieving this selected strategic goal and in recognition of the overriding importance of this new strategy to long-term shareholder value. The Compensation Committee recognized the importance of the CEO’s leadership and personal contributions to the development and implementation of the new strategy, but made an adjustment downwards of 25% from his target STI award to align this portion of his at-risk compensation to the continuing negative TSR (relative to other companies with a similar market capitalization) and because he was charged with ultimate responsibility for delays in new product related challenges in the first quarter of fiscal year 2023.

(2)

Two of the 2022 preselected metrics, Revenue and Gross Profit, were satisfied but positive EBITDA was not achieved. All preselected strategic milestones were met. The Compensation Committee made individual downward adjustments to the Chief Marketing Officer’s STI target of 50% based on achievement of the pre-identified metrics and performance of domestic sales channels for which he was responsible, and a discretionary 50% adjustment to the CEO’s STI target to align his at-risk compensation with the overall decline in TSR. A smaller negative adjustment of 20% was made to the Chief Financial Officer’s STI award in recognition of his primary responsibility for the achievement of the predetermined strategic milestones of eliminating material weakness and implementation of NetSuite.

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Employment Arrangements

Bryan Ganz

On November 19, 2020, 99% of shareholders voting at the Company’s Annual Meeting approved the CEO compensation terms set forth in the Company’s employment agreement with Bryan Ganz effective August 31, 2020 (the “2020 Ganz Agreement”) and the issuance to him of 900,000 restricted stock units as provided therein. Byrna and Mr. Ganz also entered into a Non-competition and Non-solicitation Agreement, covering a period of 12 months from the date of termination of Mr. Ganz’ employment. The 2020 Ganz Agreement provided that Mr. Ganz would be paid an annual salary for $450,000, be eligible for a target annual short-term incentive award of 100%, of his base salary, subject to his achievement of criteria established by the Compensation Committee. In addition, in consideration of Mr. Ganz’ rendering of services thereunder, Mr. Ganz was granted 900,000 performance-based RSUs under the 2020 Plan, which RSUs would have been eligible to vest on August 31, 2023, subject to certain stock price-based performance metrics and a time-based vesting requirement of three years. The details of Mr. Ganz’s performance-based RSU awards, including those exchanged for options and others that were forfeited, are detailed under “—Executive RSU Grant Details” below.

The term of the 2020 Ganz Agreement ended on August 31, 2023 and, on September 12, 2023, we entered into a new three-year employment agreement, effective September 1, 2023, with Mr. Ganz (the “2023 Ganz Agreement”). The 2023 Ganz Agreement provides for an annual base salary of $495,000 and a target bonus of 100%, with the actual bonus awarded based on criteria established the Compensation Committee, and ends on August 31, 2026 (the “End Date”) unless terminated earlier pursuant to its terms. Following the conclusion of fiscal 2023, Mr. Ganz was awarded 75% of his target bonus. See “—2022 and 2023 Short Term Incentive Detail” above for more information regarding targets, actual award amounts, and performance criteria relating to bonus awards during 2022 and 2023 .

As discussed above, as inducement for Mr. Ganz committing to serve as CEO for up to three additional years, the Company agreed to grant Mr. Ganz 600,000 performance-based RSUs at the start of fiscal year 2024. The RSUs are eligible to vest on the End Date, but only to the extent the Company’s stock satisfies the specified stock performance thresholds and provided that Mr. Ganz remains employed by the Company as its Chief Executive Officer through the End Date. The RSUs are divided into three equal tranches with successively higher performance thresholds. The contract includes special provisions governing certain types of termination events during the vesting period summarized below. Under the terms of the 2023 Ganz Agreement, any performance-based RSUs that do not vest on the End Date will be forfeited on that date.

Termination and Severance Provisions

The 2023 Ganz Agreement provides for termination prior to the End Date by us or by Mr. Ganz with or without cause, following the selection and approval by the Board of a successor in connection with a Qualified Retirement (as such term is defined in the Employment Agreement), or by reason of death or disability. If we terminate Mr. Ganz’s employment without Cause or he resigns for Good Reason (as such terms are defined in the Employment Agreement), then Mr. Ganz will be eligible to receive continued payment of his base salary for 12 months, plus fifty percent (50%) of his target bonus amount for the applicable year, subject to the execution of a customary release in favor of us. Additionally, if we terminate Mr. Ganz’s employment without Cause or he resigns for any reason other than a Qualified Retirement, the performance period for the performance-based RSUs will end on the earlier of six months following termination or the End Date, and to the extent that any stock price triggers are met during that period, the performance-based RSUs will vest on a prorated basis based on the duration of Mr. Ganz’s service during the term of the 2023 Ganz Agreement.

If Mr. Ganz’s employment is terminated due to a Qualified Retirement, the performance period for the RSUs will extend until the End Date and, to the extent stock price triggers are met, the RSUs will fully vest notwithstanding Mr. Ganz’s retirement prior to the End Date. If Mr. Ganz’s employment is terminated due to death or disability, the performance period for the RSUs will end on the earlier of six months following termination or the End Date, and to the extent that any stock price triggers are met during that period, the RSUs will vest on a prorated basis based on the duration of Mr. Ganz’s service during the term of the 2023 Ganz Agreement, provided that if such termination occurs after the one-year anniversary of the Effective Date then the RSUs with the threshold price trigger will not be prorated, and if such termination occurs after the two-year anniversary of the Effective Date then the RSUs with the target price trigger will not be prorated. If, due to a Change of Control (as defined in the agreement), we cease to exist as a publicly traded entity, each price trigger will be deemed satisfied to the extent that the value per share in the transaction, whether in cash, securities and/or other property, equals or exceeds the applicable price trigger, the RSUs would be converted to time-based vesting, and the RSUs would fully accelerate upon any termination of Mr. Ganz by us without Cause or if Mr. Ganz resigns for Good Reason within one year of the Change of Control.

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David North

Effective August 31, 2020, Mr. North was appointed by the Board of Directors as Chief Financial Officer. In connection with Mr. North’s appointment, he accepted an offer letter (the “Offer Letter”). The Offer Letter provided that Mr. North would be paid an annual base salary of $250,000 and may be eligible for a discretionary bonus. It further provided that Mr. North would receive 60,000 restricted stock units to vest at the end of a three-year period subject to time and performance conditions. At the beginning of fiscal 2022, Mr. North’s STI Target was set at 60% of his base salary and he was granted an additional 90,000 RSUs, effective on shareholder approval of plan expansion, subject to the same time and performance conditions as his earlier grant to bring his total LTI package in line with those of the other senior executives. The details of Mr. North’s grants, including units forfeited in the 2022 exchange for options and units forfeited and earned on the vesting dates are detailed under “—Executive RSU Grant Details” below.

On June 19, 2024, we entered into a Separation Agreement and General Release with Mr. North (the “Separation Agreement”), effective as of July 15, 2024, in connection with Mr. North’s retirement. Pursuant to the Separation Agreement, (i) Mr. North received a payment of $82,500, less applicable deductions and other withholdings, which represents one-half of his estimated bonus amount for fiscal year 2024, (ii) we extended Mr. North’s exercise rights on all of his outstanding vested options under the Plan with grant dates of March 23, 2022 (the “March 2022 Options”) and December 8, 2022 (the “December 2022 Options”), for a period of twelve months following the date when Mr. North ceases to serve as either our employee or consultant, and (iii) we amended the terms of each of the March 2022 Options and the December 2022 Options, such that they shall continue to vest per each of their terms subject to Mr. North’s continuous service as either an employee or consultant. On the date that the Separation Agreement became effective, however, Mr. North forfeited his rights to options that he was granted on January 28, 2024.

On June 19, 2024, we also entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. North, effective as of July 16, 2024 (the “Start Date”), pursuant to which Mr. North provides certain consulting services to us following his retirement as CFO. The Consulting Agreement has an initial term of nine months from the Start Date, which may be extended for successive two-month periods upon prior written agreement of both parties. Mr. North receives compensation at a rate of $11,458 per month for services provided under the Consulting Agreement. The Consulting Agreement may be terminated by either party with thirty days prior written notice.

Luan Pham

Mr. Pham joined Byrna on January 18, 2021, as the Chief Marketing Officer. In connection with Mr. Pham’s appointment as the Company’s Chief Marketing Officer, he accepted an offer letter from the Company (the “Offer Letter”). The Offer Letter provided that Mr. Pham would be paid an annual base salary of $225,000 and may be eligible for a discretionary bonus. It further provided that Mr. Pham would receive 150,000 restricted stock units (on a post reverse split basis) with cliff-vesting terms based upon his time at Byrna and our stock price appreciation. The details of Mr. Pham’s restricted stock unit grants, including units forfeited in the 2022 exchange for options and units subsequently forfeited and earned on the specific cliff-vesting date are detailed below under “—Executive RSU Grant Details” below. Mr. Pham’s grant was made effective on April 18, 2021 and partially vested on April 18, 2024, with the remaining performance-based RSUs that were subject to performance conditions that were not met being forfeited on that date. Fifty thousand of the units granted to Mr. Pham’s grant were time-vesting RSUs. Fifty thousand of the units were performance-based RSUs subject to satisfaction of 20-day VWAP trigger of $30, and 50,000 of the units were performance-based RSUs subject to satisfaction of a $40 20-day VWAP price trigger. All triggers must have been satisfied by the April 18, 2024 vesting date and vesting of all the RSUs was conditional upon his continued employment on that date, such that any units that did not vest by that date were forfeited on that date. The offer letter also included an offer of employee benefits, including health insurance. In April 2021, in recognition of Mr. Pham’s performance his oversight responsibilities began to expand, he received a raise to $275,000, and began to earn commissions based on targets for different sales channels in place of his discretionary target bonus. In January 2022, Mr. Pham’s duties expanded to include the Chief Revenue Officer duties in addition to his marketing responsibilities. His title changed to Chief Marketing and Revenue Officer, his salary increased to $300,000 annually, and he was given an STI target of 75% in place of his commissions, which roughly equated to his commission earnings the prior year. In March 2022, in further recognition of his expanded responsibilities and to incentivize Mr. Pham’s continuing commitment and agreement to forfeit half of the performance-based RSUs previously granted, the Company agreed to increase his original incentive equity package as detailed under “—Executive RSU Grant Details” below.

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Executive RSU Grant Details

The table below provides all grant, modification, vesting and forfeiture details of the restricted stock units granted to the CEO and our two named executive officers through the end of the 2023 fiscal year.

Executive	Effective Grant Date (1)	# Units (2)	Vesting Type	End Date	Performance Vesting Conditions	Time Vesting Conditions	3/23/22 Forfeiture and Status
Bryan Ganz	9/2/20	300,000	Time and performance	8/31/23	20-day VWAP of $20 + continued employment at end date	Unvested units are forfeited if performance condition not met by end date	Vested 8/31/23
		300,000	Time and performance		20-day VWAP of $30 + continued employment at end date	Unvested units are forfeited if performance condition not met by end date	Half of the units (150,000) forfeited in conjunction with 2022 Option Grant; balance forfeited upon end date of 8/31/23 for non-satisfaction of performance conditions
		300,000	Time and performance		20-day VWAP of $40 + continued employment at end date	Unvested units are forfeited if performance condition not met by end date	All units (300,000) forfeited in conjunction with 2022 Option Grant
Luan Pham	4/18/21	50,000	Time	4/18/24	Continued employment at end date	—	Vested 4/18/24
		50,000	Time and performance		20-day VWAP of $30 + continued employment at end date	Unvested units are forfeited if performance condition not met by end date	Half of the units (25,000) forfeited in conjunction with 2022 Option Grant; balance forfeited upon end date of 4/18/24 for non-satisfaction of performance conditions
		50,000	Time and performance		20-day VWAP of $40 + continued employment at end date	Unvested units are forfeited if performance condition not met by end date	All of the units (50,000) forfeited in conjunction with 2022 Option Grant
	3/23/22	5,000	Time		Continued employment at end date	—	Not forfeited; vested 4/18/24
		2,500	Time and performance		20-day VWAP of $30 + continued employment at end date	Unvested units are forfeited if performance condition not met by end date	Forfeited at end date of 4/18/24 for non-satisfaction of performance conditions
							Rights to an additional 2,500 performance-based RSUs ($30 trigger) and 5,000 new performance-based RSUs with a $40 trigger were forfeited in connection with 3/23/2022 option grants
David North	11/30/20	20,000	Time	12/1/23	Continued employment at end date	—	Not forfeited; vested 12/1/23
		20,000	Time and performance		20-day VWAP of $30 + continued employment at end date	Unvested units are forfeited if performance condition not met by end date	Half of the units (10,000) forfeited in conjunction with 2022 Option Grant; balance forfeited upon end date of 12/1/23 for non-satisfaction of performance conditions
		20,000	Time and performance		20-day VWAP of $40 + continued employment at end date	Unvested units are forfeited if performance condition not met by end date	All (20,000) units forfeited in conjunction with 2022 Option Grants
	6/17/22	30,000	Time	11/30/23	Continued employment at end date	—	Not forfeited; vested 11/30/23
		15,000	Time and performance		20-day VWAP of $30 + continued employment at end date	Unvested units are forfeited if performance condition not met by end date.	Forfeited at end date of 11/30/23 for non-satisfaction of performance conditions
							Rights to an additional 15,000 performance-based RSUs ($30 trigger) and 30,000 new performance-based RSUs with a $40 trigger approved by Compensation Committee to be issued upon plan expansion were forfeited in connection with 2022 Option Grants so those two sets of RSUs were never issued

Table of Contents

EXECUTIVE COMPENSATION

(1)

Initial grants were effective 90 days post hiring and June 2022 were made consistent with 3/23/22 forfeiture agreements.

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, 2023:

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 (#)		Market value of unvested earned stock units		Number unearned units of stock that have not vested (2)(3)		Market value of unearned unvested stock units(4)

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Bryan Ganz		225,000		225,000		-		9.23	3/23/32			-		-		-		-
		13,333		53,334		-		8.96	12/8/32			-		-		-		-
David North		37,500		37,500		-		9.23	3/23/32			-		-		-		-
		6,666		26,667		-		8.96	12/8/32
		-		-		-		-		-		20,000		117,000		10,000		58,500
		-		-		-		-		-		30,000		175,500		15,000		87,750
Luan Pham		41,250		41,250		-		9.23	3/23/32			-				-
		6,666		26,667		-		8.96	12/8/32			-		-		-		-
		-		-		-		-		-		50,000		292,500		25,000		146,250
		-		-		-		-		-		5,000		29,250		2,500		14,625

Notes

(1)

All unexercisable option awards expiring 3/23/32 are 2022 Options granted 3/23/22 that 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. See footnotes to the Summary Compensation Table for further vesting and grant details.

(2)

All unvested unearned stock-based awards listed are restricted stock units that are eligible to vest only if certain performance triggers have been satisfied by the vesting date or they are forfeited on that date. See footnotes to the Summary Compensation Table for vesting, termination and forfeiture grant details.

(3)

The unearned stock awards listed in this column are the units outstanding after the stock plan modification in March 2022. Mr. Ganz had 150,000 unearned performance units after the modification, but they were forfeited on August 31, 2023 because the performance condition was not met. Because they were forfeited prior to the end of the fiscal year, they are not reflected in this table.

SEC Form DEF 14A filed by Byrna Technologies Inc.