エドガーで原本を確認する
|
333-132456
|
71-1050654
|
|||
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Title of each class
|
Trading Symbol(s)
|
Name of exchange on which registered
|
|
Common Stock, $0.001 par value
|
BYRN
|
Nasdaq Capital Market
|
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
|
(b)
|
Retirement of Chief Executive Officer and Resignation as Director
|
|
(c) / (d)
|
Appointment of Chief Executive Officer and Director; Change in Board Leadership
|
|
(e)
|
Compensatory Arrangements for Certain Directors and Officers
|
|
●
|
Mr. Davis will receive an initial base salary of $450,000 per year.
|
|
●
|
Mr. Davis will be eligible to participate in the Company’s short-term incentive program, with an initial target annual bonus equal to 100% of base salary, subject to Company and individual performance and approval by the Compensation Committee of the Board.
|
|
●
|
As approved by the Compensation Committee, a 2026 annual equity award to Mr. Davis with a target grant-date value of $750,000, consisting of (i) 50% time-based restricted stock units vesting ratably over three years and (ii) 50% performance-based restricted stock units; both of which are subject to performance conditions and continued service.
|
|
●
|
As approved by the Compensation Committee, a performance-based new-hire equity award for Mr. Davis with a target value of $250,000, which will vest in full, if at all, on the second anniversary of his start date, subject to the achievement of a specified stock-price performance condition and continued employment.
|
|
●
|
Mr. Davis will be subject to the Company’s executive stock ownership guidelines, which currently require the Chief Executive Officer to own Company equity with a value equal to three times base salary within five years of his start date.
|
|
●
|
Mr. Davis will be eligible to participate as a Tier 1 participant in the Company’s Executive Severance Plan, subject to execution of a participation agreement and the terms of the plan.
|
|
●
|
Mr. Davis will be entitled to participate in the Company’s employee benefit plans and programs on the same basis as other senior executives.
|
|
●
|
Mr. Davis’s employment is at will.
|
|
●
|
payment of accrued base salary and other earned compensation through March 2, 2026;
|
|
●
|
payment of a prorated 2026 target bonus in the amount of $123,750;
|
|
●
|
reimbursement of 100% of the employer-equivalent portion of monthly COBRA premiums for a period of three months following the date he ceased to be eligible for employee health insurance coverage;
|
|
●
|
reimbursement of up to $20,000 of relocation-related moving expenses;
|
|
●
|
extension of the exercise period for 66,667 outstanding stock options until March 31, 2027; and
|
|
●
|
confirmation that, out of the original grant of 600,000 restricted stock units provided for in Mr. Ganz’s employment agreement, applicable time and stock-price-based vesting conditions for certain outstanding restricted stock units had been satisfied, resulting in a total of 545,000 restricted stock units issuable to Mr. Ganz as of the date hereof, subject to the terms of the applicable award agreements; provided that such number may increase by up to an aggregate of 30,000 additional restricted stock units if certain share reversions under such awards occur.
|
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Exhibit
No.
|
Description
|
|
|
10.1
|
||
|
10.2
|
||
|
10.3
|
||
|
99.1
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
BYRNA TECHNOLOGIES INC.
|
|||
|
Date: March 3, 2026
|
By:
|
/s/ Laurilee Kearnes
|
|
|
Name: Laurilee Kearnes
Title: Chief Financial Officer
|
|||
Exhibit 10.1
Execution Copy
March 1, 2026
Mr. Conn Davis
Dear Conn:
On behalf of the Board of Directors (the “Board”) of Byrna Technologies Inc., a Delaware corporation (the “Company” or “Byrna”), I am pleased to offer you the position of Chief Executive Officer of the Company, subject to the terms and conditions set forth in this letter (this “Offer Letter”). We believe you are uniquely qualified to lead Byrna through its next phase of growth and long-term value creation, and we are enthusiastic about the prospect of working together.
All equity-based awards, severance benefits, and long-term incentive arrangements described in this Offer Letter are subject to final approval by the Board and/or the Compensation Committee of the Board (the “Compensation Committee”), as applicable, and subject to the execution of applicable plan documents, award agreements, and participation agreements.
1. Position; Duties; Reporting
You will serve as Chief Executive Officer of the Company, reporting to the Board. In this role, you will have overall responsibility for the management, strategy, and performance of the Company and such other duties consistent with your position as may be assigned by the Board from time to time. Your principal work location will be your home office in Dallas, Texas, subject to reasonable and customary travel, including regular travel to other Company locations, as required in connection with your duties.
2. Start Date
Your employment with the Company will commence on March 2, 2026 (the “Start Date”).
3. Base Salary
You will receive an initial base salary of $450,000 per annum, payable in accordance with the Company’s regular payroll practices and subject to applicable tax withholdings, effective as of the Start Date. Your base salary will be reviewed annually by the Compensation Committee, and any adjustment will be made in the sole discretion of the Compensation Committee. Any annual adjustment to your base salary, if approved, shall be an increase only and shall not result in a reduction of your base salary.
Execution Copy
4. Annual Cash Incentive
You will be eligible to participate in the Company’s short-term incentive (“STI”) program, as in effect from time to time. Your initial STI target will be equal to 100% of your base salary (i.e., $450,000), resulting in total target annual cash compensation of $900,000, based on the achievement of individual and Company performance objectives established by the Compensation Committee.
No STI award shall be deemed earned, vested or payable unless and until it is approved by the Compensation Committee and paid, and except as expressly provided under the Executive Severance Plan. As described below, you must be actively employed on the applicable payment date to earn and receive any STI award. If your employment is terminated by the Company without Cause or by you for Good Reason before the end of a performance period, you will remain eligible to receive an STI award for your actual performance period equal to a pro rata share of your annual target STI, subject to Compensation Committee approval. The Compensation Committee reserves the right to modify, suspend, or discontinue any STI program at any time.
5. Long-Term Incentive Program and Equity Compensation
You will be eligible to participate in the Company’s Long-Term Incentive Program (“LTIP”), as established and administered by the Compensation Committee from time to time. The LTIP is intended to align executive compensation with sustained long-term stockholder value creation.
All equity awards are subject to approval by the Compensation Committee and will be governed exclusively by the Company’s Amended and Restated 2020 Equity Incentive Plan, the LTIP, and the applicable award agreements, each as may be in effect and amended from time to time. This Offer Letter does not constitute, and shall not be deemed to be, an equity award agreement or to amend or modify the terms of any equity plan or award agreement.
(a) Annual LTIP Equity Grant – 2026
Subject to final Compensation Committee approval and pursuant to the LTIP and the Company’s Amended and Restated 2020 Equity Incentive Plan, you will receive a 2026 annual long-term incentive equity grant with a target grant-date value of $750,000 and granted on substantially the same terms applicable to other senior executives participating in the LTIP, with the grant date being the same date on which annual LTIP awards are granted to other senior executives for 2026.
Execution Copy
Consistent with the LTIP design for other executives, the grant will be comprised of:
|
● |
50% time-vested restricted stock units (“RSUs”), vesting in equal annual installments over a three-year period, 1/3rd shares vesting each year in each tranche, subject to your continued service through each vesting date; and |
|
● |
50% performance-based restricted stock units (“PSUs”), with vesting determined based on achievement of pre-established performance goals approved by the Compensation Committee, a subsequent holding or service-based vesting period, as set forth in the applicable award agreement, and conditioned upon continued service through the vesting date. |
The number of shares subject to each award will be determined as of the grant date based on the Company’s stock price on the grant date (with stock price meaning the closing price of the Company’s common stock on the grant date as reported by Nasdaq), as determined by the Compensation Committee. The equity award will be evidenced in an executed written equity award agreement (which also may be in electronic format). The Compensation Committee shall have sole discretion to determine the valuation methodology, performance metrics, vesting conditions, and any adjustments required to reflect stock splits, dividends, recapitalizations, mergers, or similar corporate transactions, in accordance with the applicable equity plan.
Based on the foregoing, for illustrative purposes only, your total target annual compensation for 2026 (excluding the new-hire equity award described in Section 5(b)) is $1,650,000.
(b) Performance-Based New Hire Equity Award
Subject to final Compensation Committee approval and pursuant to the Company’s Amended and Restated 2020 Equity Incentive Plan, the LTIP, and the applicable award agreement, you will receive a new-hire equity award, consisting of PSUs with a Start Date value of $250,000 based on the closing price of the Company’s stock on the Start Date. The units will vest in full, if at all, on the two year anniversary of the Start Date (the “Vesting Date”), provided that the volume-weighted average price (“VWAP”) of the Company’s common stock over the final ninety (90) days of the two-year performance period equals or exceeds 156% of the Company’s closing stock price on the StartDate (representing a 56% increase), subject to continued employment on the Vesting Date. By way of illustration only, if the Company’s closing stock price on the Start Date is $17.50, the $250,000 target Start Date value would result in approximately 14,286 shares ($250,000 ÷ $17.50). Those shares would be granted and would remain unvested for the two-year performance period following the Start Date. The shares would vest in full following two (2) years of continuous employment only if the VWAP of the Company’s common stock over the final ninety (90) days of the two-year performance period equals or exceeds $27.30 per share (representing 156% of the $17.50 Start Date stock price).
Execution Copy
If the performance condition is not satisfied on the Vesting Date, then none of the shares will vest and the award will be forfeited in its entirety on the Vesting Date, with no partial vesting. Notwithstanding the foregoing, in the event of a Change in Control prior to the Vesting Date of the New Hire Equity Award, then the performance conditions shall be deemed achieved, in accordance with the Executive Severance Plan summarized in Section 6 below.
(c) Share Ownership Guidelines
You will be subject to the Company’s executive share ownership guidelines, which currently require the Chief Executive Officer to hold Company equity with a value equal to three (3) times your base salary by the end of a 5-year period which will commence on your Start Date.
The Compensation Committee retains full discretion to interpret, enforce, amend, or grant temporary exceptions to the share ownership guidelines.
6. Executive Severance Plan Participation
You will be eligible to participate in the Byrna Technologies Inc. Executive Severance Plan, as may be amended from time to time (the “Severance Plan”), as a Tier 1 participant, subject to approval by the Compensation Committee and execution of a separate participation agreement (the “Participation Agreement”).
Your eligibility for, and receipt of, severance benefits will be governed exclusively by the terms of the Severance Plan and your Participation Agreement, including the requirement that you execute a release of claims. This Offer Letter does not itself create any severance rights.
Under the Severance Plan, and subject to its terms and conditions:
|
● |
Non-Change in Control: Cash severance equal to 1.0x base salary and continued health benefits for twelve (12) months. |
|
● |
Change in Control: Cash severance equal to 2.0x the sum of base salary and target bonus, paid in a lump sum; continued health benefits for eighteen (18) months (paid as a lump sum); full acceleration of time-based equity awards; and performance-based awards deemed achieved at target levels. |
|
● |
Section 280G: All severance benefits shall be subject to a “best net benefit” cutback provision (“Golden Parachute” limitation). The ‘best net benefit’ provision means that payments will be reduced only if doing so would result in a greater after-tax benefit to you, as determined under Section 280G of the Internal Revenue Code. |
Execution Copy
In the event of any inconsistency, the Severance Plan and Participation Agreement will control. Separately, the terms “Change in Control,” “Good Reason,” and “Cause” shall have the meanings set forth exclusively in the Severance Plan and/or applicable equity plans, and not any colloquial or securities-law meaning.
7. Benefits
You will be eligible to participate in the Company’s employee benefit plans and programs, including medical, dental, vision, and other welfare benefits, on the same basis as other senior executives, subject to the terms of the applicable plans. The Company currently pays approximately 80% of the cost of Company-provided health insurance for employees and their families. All benefits are subject to modification or termination at the Company’s discretion.
8. Paid Time Off
You will be eligible to participate in the Company’s unlimited paid time off program, subject to Company policy and business needs.
9. Policies; Compliance
As a senior executive of a publicly traded company, you will be required to comply with the Company’s Code of Business Conduct and Ethics, Insider Trading Policy, stock ownership guidelines, Clawback Policy, and all other applicable corporate policies, as may be amended from time to time. You will be required to pre-clear all transactions in Company securities, other covered securities, and entry into any 10b5-1 plans. You also will be subject to Section 16 reporting obligations and similar reporting obligations set by Canadian securities regulatory authorities.
10. At-Will Employment
Your employment with the Company will be at will, meaning that either you or the Company may terminate the employment relationship at any time, with or without cause or notice, subject to any severance rights that may arise under the Severance Plan. No other document, plan, or policy alters the at-will nature of your employment. Nothing in this Offer Letter creates a contract of employment for any definite term.
Execution Copy
11. Confidentiality; Restrictive Covenants; Cooperation
As a condition of your employment, you will be required to execute the Company’s standard confidentiality, invention assignment, and restrictive covenant agreements, if you have not already done so.
Following termination of your employment, you agree to reasonably cooperate with the Company, upon reasonable request, in connection with matters relating to your period of employment, provided that such cooperation does not unreasonably interfere with your subsequent employment or other professional activities.
12. Background Check
This offer is contingent upon the successful completion of a background check, consistent with Company policy and applicable law.
13. Section 409A
This Offer Letter and any payments or benefits referenced herein are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code. The Company makes no guarantee regarding the tax treatment of any payment or benefit, and any payments subject to Section 409A will be made only in compliance with its requirements, including any applicable six-month delay.
14. Governing Law
This Offer Letter will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.
15. Entire Agreement; Successors
This Offer Letter, together with the Severance Plan, your Participation Agreement, applicable equity award agreements, the LTIP, and Company policies, constitutes the entire agreement between you and the Company regarding the subject matter hereof and supersedes all prior discussions or understandings. You acknowledge that you have not relied on any representations or statements not expressly set forth in this Offer Letter. You also acknowledge that the Company may be required to publicly disclose the terms of this Offer Letter and related arrangements in filings with the Securities and Exchange Commission or otherwise as required by applicable law or stock exchange rules.
Execution Copy
The headings in this Offer Letter are for convenience only and shall not affect the interpretation of this Offer Letter.
This Offer Letter will be binding upon the Company and its successors to the extent required under applicable law and the Severance Plan.
16. Counterparts and Electronic Execution
This Offer Letter may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.
If you accept this offer, please sign and return this Offer Letter on March 2, 2026. This offer will automatically expire if not accepted by that date. Acceptance may be made by electronic signature.
This offer and any related discussions are non-binding and create no obligation on either party unless and until the Board of Directors approves this offer and the offer is executed by both parties on or before March 2, 2026. The effective date shall be March 2, 2026.
We look forward to welcoming you to Byrna and working together to build long-term stockholder value.
Signature Page Follows.
Execution Copy
Signature Page Only.
Sincerely,
Byrna Technologies, Inc.
By: ________________________
Name: Herbert Hughes
Title: Chairman of the Board, Byrna Technologies, Inc.
Accepted and Agreed:
By: ________________________
Name: Conn Davis
Title: CEO
Exhibit 10.2
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (this "Agreement") is made as of February 26, 2026, by and between Byrna Technologies, Inc., a Delaware corporation (the "Company"), and Bryan Ganz ("Executive").
WHEREAS, this Agreement amends and restates the Employment Agreement effective September 1, 2023, by and between the Company and Executive (the "Original Agreement") as expressly set forth herein;
WHEREAS, Executive is currently employed as the Chief Executive Officer of the Company; and
WHEREAS, Executive desires to terminate Executive's employment due to a Qualified Retirement pursuant to Section 5(e) of the Original Agreement, and on the terms set forth in this Agreement.
WHEREAS, Capitalized terms used in this Agreement without definition shall have the meanings ascribed to them in the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
|
1. |
Amendment and Restatement. This Agreement amends and restates the Original Agreement as expressly set forth herein, effective as of March 2, 2026 (the "Retirement Date"). |
|
2. |
Termination for a Qualified Retirement. Pursuant to Section 5(e) of the Original Agreement, Executive agrees to terminate Executive's employment due to a Qualified Retirement. The Company agrees to waive the requirement for Executive to provide six (6) months' notice. The Company shall pay to Executive the Final Compensation owed under the Original Agreement, which amount shall be paid, less standard deductions and other required withholdings, on or before the Retirement Date. |
|
3. |
Resignation from Other Positions. Pursuant to Section 6(c) of the Original Agreement, Executive acknowledges and agrees that, upon the Retirement Date, Executive will automatically be deemed to have resigned from all other positions and titles that Executive holds with the Company and any affiliate or subsidiary thereof, including from the Company's Board of Directors (the "Board"). |
|
4. |
Target Bonus. The Company agrees to pay Executive $123,750, representing his Target Bonus pro-rated for the first quarter of 2026 and based on the terms of the Original Agreement, which amount shall be paid, less standard deductions and other required withholdings, on or before the Company's next regularly scheduled payroll following the Retirement Date. |
|
5. |
COBRA Benefits. For a period of three (3) months after Executive is no longer eligible to receive health insurance benefits as an employee of the Company, the Company agrees to reimburse Executive for 100% of the portion of monthly COBRA premiums paid by Executive representing the corresponding amount of the monthly health insurance premiums paid by the Company prior to the Retirement Date, with such reimbursement being paid to Executive within ten (10) business days following Executive's submission to the Company of reasonable documentation. |
|
6. |
Vacating Premises. Executive agrees to vacate Executive's office at 100 Burtt Road, Suite 1 15, Andover, Massachusetts, including with respect to NEIP, by no later than April 1, 2026. The Company will reimburse up to $20,000 of the cost of moving Executive's furniture and other personal belongings out of the Company's offices to a location within 25 miles thereof, within ten (10) business days following Executive's submission to the Company of reasonable documentation. |
|
7. |
Stock Options. The exercise date of 66,667 stock options granted to Executive pursuant to the Incentive Stock Option Award Agreement, dated as of April 4, 2023, by and between the Company and Executive is hereby extended until the close of business on March 31, 2027. |
|
8. |
Restricted Stock Unit Awards. The Company confirms that the time and stock price triggers applicable to the RSUs granted pursuant to Section 4(c) of the Original Agreement have been satisfied. Executive confirms that, out of the originally granted 600,000 RSUs, the number of RSUs to be issued to him is 545,000 (subject to increases of up to an aggregate of 30,000 RSUs in the event of reversions). |
|
9. |
2026 Annual Meeting of Stockholders. Executive agrees to support the slate of nominees for election to the Board proposed by the Board and led by the Board's incoming Chair, TJ Kennedy, at the 2026 Annual Meeting of Stockholders provided that Executive will be given an opportunity to review the slate and provide comments to Mr. Kennedy and the Board's Nominating and Governance Committee before the slate is finalized. |
|
10. |
Complete Agreement. This Agreement, including all of the terms of the Original Agreement, except as otherwise expressly stated herein, embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. For the avoidance of any doubt, all other terms of the Original Agreement (including without limitation Sections 7, 8 and 9 thereof) will continue to apply collectively with the terms of this Agreement. To the extent that anything contained in this Agreement conflicts with the Original Agreement, the terms of this Agreement shall govern. |
|
11. |
Advice from Independent Counsel. The parties hereto understand that this Agreement has been entered into voluntarily, is legally binding and may affect such party's rights. Each party represents to the other that it has received, or been advised and given the opportunity to receive, legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement to which it is a party and that it is satisfied with its legal counsel and the advice received from it. |
|
12. |
Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of law rules or provisions. |
|
13. |
Amendment and Waiver. No modification, waiver or amendment of this Agreement shall be valid unless made in writing and signed by both parties hereto. No course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement. |
|
14. |
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Furthermore, the delivery of a copy of such signature by facsimile transmission or other electronic exchange methodology shall constitute a valid and binding execution and delivery of this Agreement by such party, and such electronic copy shall constitute an enforceable original document. Counterpart signatures need not be on the same page and shall be deemed effective upon receipt. |
*** Signature page follows *** IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
|
|
THE COMPANY: BYRNA TECHNOLOGIES, INC. By: /S/ Laurilee Kearnes, CFO
THE EXECUTIVE: /S/ Bryan Ganz |
|
|
Exhibit 10.3
ADVISORY AGREEMENT
BYRNA TECHNOLOGIES, INC.
Effective Date: March 2, 2026
This Advisory Agreement (the "Agreement") is made as of February 26, 2026, by and between Byrna Technologies, Inc. (the "Company"), a Delaware corporation, and Bryan Ganz ("Advisor"). The Company and Advisor are each referred to herein individually as a "Party" and together as the "Parties."
WHEREAS, the Company wishes to retain Advisor to provide, on an independent contractor basis, certain services described below, and Advisor desires to perform such services, on an independent contractor basis, for the Company, pursuant to the terms and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
1. Scope of Services; Duties. During the Term (as defined below), the Company hereby engages Advisor to provide the Chief Executive Officer, as requested, with information concerning historical matters and decisions as well as institutional information regarding Byrna. This will include review of past decisions, evaluation of employees, discussion of strategic initiatives, and review of results during the time during which the Advisor was the CEO of Byrna. The Advisor shall also provide introductions to investors, employees, vendors and partners. The Advisor shall specifically not be provided with new non-public material information nor be asked to opine on strategic initiatives that were not contemplated at the time of the Advisor's retirement as CEO. During the Term, Advisor shall (a) render the Services ethically, conscientiously and in a professional and workmanlike manner in accordance with industry standards and devote his best efforts and abilities thereto; and (b) observe all policies in place from time to time by the Company for independent contractors.
2. Term. The term of this Agreement, and the period during which Advisor will provide Services to the Company hereunder, shall commence on the Effective Date and shall continue in effect for thirty (30) days from the Effective Date of this Agreement (the "Initial Term"), unless earlier terminated in accordance with Section 1 1 of this Agreement. Client may extend the Initial Term for a maximum of five (5) months (the "Additional Term," and together with the Initial Term, the "Term").
3. Compensation.
(a) During the Term, and as complete compensation to Advisor for his performance of the Services under this Agreement, Advisor will be paid as follows:
(i) Client will pay Advisor compensation of $41,250 for Services rendered pursuant to this Agreement as Advisor's sole compensation for the Services for the Initial Term. (ii) Advisor will perform the Services during the Additional Term for no additional compensation.
(b) Advisor's compensation shall be payable without deduction for federal income, social security or state or local income taxes. The compensation shall not be a salary and includes Advisor's overhead and profit and any and all federal, state and local taxes that may be applicable to the Services. Advisor shall bear sole responsibility for payment of any federal, state and local income tax withholding, social security taxes, workers' compensation coverage, unemployment insurance, liability insurance, health and disability insurance, retirement benefits or other welfare or pension benefits, and any other payments and expenses for Advisor as required by law. The Company will not prepare a Form W-2 for Advisor, but will provide Advisor with a Form 1099, if required by law. Advisor hereby indemnifies, defends and holds harmless the Company and the other Indemnified Parties (as defined below) from and against any and all claims in the event of Advisor's failure, or any alleged failure, to do so.
(c) Upon the conclusion of the Initial Term, the Company shall promptly pay Advisor all compensation due and owing to Advisor pursuant to Section 3(a)(i). In no event shall the Company be obligated to make any further payment to Advisor under this Agreement.
4. Expenses. Unless the Parties otherwise agree in writing, Advisor agrees that as an independent contractor all costs and expenses incurred by Advisor in connection with the performance of the Services shall be borne solely and exclusively by Advisor except for any travel expenses necessary to perform the duties requested by the CEO. Such travel expenses shall be reimbursed in the same manner that the Advisor was reimbursed when he was acting as CEO.
5. Representations and Warranties. Advisor represents and warrants that: (a) the Services will be performed in a professional manner; and (b) Advisor will comply with all applicable federal, state and local laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.
6. Independent Contractor Relationship; Compliance with Laws. It is expressly understood and agreed between the Parties that Advisor's relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Client and any of Advisor's personnel, employees or agents. Advisor is not authorized to make any representation, contract or commitment on behalf of Client. Neither Advisor nor the Company shall represent directly or indirectly that Advisor is an agent, employee or legal representative of the Company. Advisor will not be entitled to any of the benefits that Client may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because Advisor is an independent contractor, Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers' compensation insurance on behalf of Advisor. Advisor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement. Advisor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. No part of Advisor's compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. Client will regularly report amounts paid to Advisor by filing Form 1099-MISC with the Internal Revenue Service as required by law. If, notwithstanding the foregoing, Advisor is reclassified as an employee of Client, or any affiliate of Client, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Advisor agrees that Advisor will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Client.
7. Confidential Information. During the term of this Agreement and thereafter Advisor (i) will not use or permit the use of Client's Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, (ii) will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and (iii) will not disclose such Confidential Information to any third parties except as set forth in this section and in Section 9.1 below. Advisor will protect Client's Confidential Information from unauthorized use, access or disclosure in the same manner as Advisor protects its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Client and Advisor, nothing in this Agreement shall limit Advisor's right to report possible violations of law or regulation with any federal, state, or local government agency. "Confidential Information" as used in this Agreement means all information disclosed by Client to Advisor, whether during or before the term of this Agreement, that is not generally known in the Client's trade or industry and will include, without limitation: (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Client or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, show-how, theories, technical, operating, marketing, financial or other business information, plans, business and strategies, source codes, computer systems, algorithms, formulae, concepts, creations, costs, plans, materials, enhancements, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, models and systems, sales and pricing techniques, records, files, memoranda, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or agreements between the Parties; and (e) any information regarding the skills and compensation of employees, contractors or other agents of Client or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or Advisor in the course of Client's business. Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission of Advisor, (y) is disclosed to Advisor by a third party without restrictions on disclosure, or (z) was in Advisor's lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Advisor either directly or indirectly from Client. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Advisor will first have given notice to Client and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. All Confidential Information furnished to Advisor by Client is the sole and exclusive property of Client or its suppliers or customers. Upon request by Client, Advisor agrees to promptly deliver to Client the original and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Advisor will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (l) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
7.1 Personal Information. With respect to any Confidential Information that constitutes personal data, personal information, personally identifiable information or similar information under applicable privacy or data security laws (collectively, "Personal Information"), Advisor shall not (i) sell Personal Information or (ii) retain, use or disclose Personal Information for any purpose other than the specific purpose of providing the Services.
(a) Advisor shall use reasonable security measures appropriate to the nature of any Personal Information in its possession or control to protect the Personal Information from unauthorized access, destruction, use, modification, or disclosure.
(b) The Parties acknowledge and agree that Advisor's access to Personal Information is not part of the consideration exchanged by the parties in respect of the Agreement.
(c) If any individual contacts Advisor to make a request pertaining to their Personal Information, Advisor shall promptly forward the request to the Company and shall not respond to the individual except as instructed by Company. Advisor shall promptly take such actions and provide such information as Company may request to help Company fulfill requests of individuals to exercise their rights under the applicable privacy or data security laws, including, without limitation, requests to access, delete, opt-out of the sale of, or receive information about the processing of, Personal Information pertaining to them. Advisor agrees to cooperate with Company to further amend the Agreement as may be necessary to address compliance with applicable privacy or data security laws.
8. Termination.
(a) The Term of this Agreement, and Advisor's engagement hereunder, may earlier terminate upon the occurrence of one or more of the following events:
(i) By the Company upon not less than ten (10) days' prior written notice of termination to Advisor;
(ii) By Advisor upon not less than ten (10) days' prior written notice of termination to the Company; and
(iii) Immediately upon written notice to Advisor in the event (1) of any breach by Advisor of any of its representations, warranties, covenants or agreements set forth in this Agreement; (2) that any representation, warranty, covenant or agreement made by Advisor in this Agreement was materially false when made; (3) that Advisor has committed any act or omission which involves willful misconduct, material neglect of the Company's business or dishonestly or disloyalty to the Company or any of his employees, officers, directors, contractors, equity holders, members, customers, clients, vendors, suppliers, agents, representatives, advisors, successors or permitted assigns (collectively, "Representatives"); or (4) that Advisor is convicted of a felony or a crime involving moral turpitude.
(b) Upon termination of this Agreement and Advisor's engagement hereunder, the Company shall have no further obligations to Advisor under this Agreement or otherwise.
9. No Conflict of Interest. Advisor represents and warrants that Advisor is not party to a contract, agreement, arrangement, understanding, obligation or duty to any other person or entity that would prevent, limit or inhibit Advisor from performing Advisor's obligations to the Company under this Agreement or otherwise complying with any of the terms of this Agreement. Advisor agrees not to use any proprietary or Confidential Information belonging to any other person or entity in performing the Services for the Company pursuant to this Agreement or disclose any proprietary or Confidential Information belonging to any other person or entity to the Company or any of its Representatives.
10. Exclusivity. Advisor acknowledges that the Company is retaining Advisor on a nonexclusive basis and that Advisor is free to engage in or simultaneously perform services for other clients.
11. Permitted Conduct. Nothing in this Agreement prohibits or restricts Advisor or the Company from (i) their respective right to disclose relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement or as may otherwise be required under Section 9 of this Agreement, or (ii) initiating communications directly with, cooperating with, providing relevant information to, testifying before or otherwise assisting in an investigation or proceeding by the Securities and Exchange Commission, or any other governmental or regulatory body or official(s) or self-regulatory organization regarding a possible violation of law, rule or regulation; provided that, if permitted by applicable law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, Advisor or his personnel shall give prompt written notice to the Company in accordance with Section 17 to permit the Company to protect its interests in confidentiality to the fullest extent possible.
12. Binding Effect; Assignment. This Agreement shall be binding on an inure to the benefit of each of the Parties and their respective successors and permitted assigns. Advisor may not assign this Agreement, in whole or in part, or delegate any of its duties or obligations under this Agreement, without the Company's prior written consent.
13. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given (a) on the date delivered if personally delivered, or (b) upon receipt by the receiving Party or any notice sent by registered or certified mail (first-class mail, postage pre-paid, return receipt requested), or overnight courier or similar courier service, in each case addressed to the Company or Advisor, as the case may be, at the respective addresses set forth herein in the preamble to this Agreement (if to the Company, Attention: TJ Kennedy, Board of Directors - 100 Burtt Road, Suite 115, Andover, MA 01810 - tkennedy@byrna.com) or such other address as either Party may in the future specify in writing to the other.
14. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to choice of law or conflicts of law rules or provisions. The Parties irrevocably consent and submit to and agree not to contest, the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts for the purpose of any Claim relating to or arising out of this Agreement. Each of the Parties irrevocably waives any objection to the venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such Claim brought in any such court has been brought in any inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover their costs and attorneys' fees associated therewith.
15. Severability. If any one or more of the terms, provisions, covenants or restrictions contained in this Agreement shall be determined by a court of competent jurisdiction to be unlawful, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the Parties will attempt to agree upon a valid, legal and enforceable provision which shall be a reasonable substitute for such invalid and unenforceable provision in light of the tenor of this Agreement, and, upon so agreeing, shall incorporate such substitute provision in this Agreement.
16. No Waiver. The waiver by the other Party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.
17. Headings. The Section headings in this Agreement are for the convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
18. Injunctive Relief for Breach. Advisor's obligations under this Agreement are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage to Client for which there will be no adequate remedy at law; and, in the event of such breach, Client will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
19. Survival. Notwithstanding anything contained in this Agreement, the provisions of Sections 5-10 and 13-26 of this Agreement, and the respective rights and obligations of the Parties thereunder, and any other terms or provisions of this Agreement which by their nature are intended to or should survive, shall survive any expiration or termination of this Agreement and continue in full force and effect (for the period specified therein, to the extent applicable).
20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
21. Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes and preempts any and all prior or contemporaneous agreements, arrangements or understandings, whether verbal or written, between the Parties with respect to the subject matter hereof, and the Parties acknowledge and agree that this Agreement has been induced by no representations, statements or agreements other than those contained herein. This Agreement may not be amended, changed or modified except by an instrument in writing, signed by the Company and Advisor.
[Remainder of page intentionally left blank; Signature page follows]
IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Agreement as of the Effective Date.
|
|
COMPANY: BYRNA TECHNOLOGIES, INC. By: /s/ Laurilee Kearnes Email:lkearnes@byrna.com Address: 100 Bunt Road, Suite 115 Andover, MA 01810
ADVISOR:/s/ Bryna Ganz Email:bganz@scudderbay.com Address: 5 Argilla Road Andover, Massachusetts 01810 |
|
|
Exhibit 99.1
Byrna Technologies Announces CEO Transition
Transformational Leader Bryan Ganz to Retire as CEO
Conn Davis Appointed as Successor
TJ Kennedy Appointed Chair of the Board
ANDOVER, Mass. – March 3, 2026 – Byrna Technologies Inc. (“Byrna” or the “Company”) (Nasdaq: BYRN), a personal defense technology company specializing in the development, manufacture, and sale of innovative less-lethal personal security solutions, today announced that Bryan Ganz is retiring as Chief Executive Officer and as a member of the Company’s Board of Directors. Following an extensive search process, with the assistance of a leading independent search firm, the Byrna Board has appointed Conn Davis to succeed Mr. Ganz and join the Board as a Director, effective immediately. To facilitate a smooth transition, Mr. Ganz will serve as an advisor to support the incoming CEO for up to six months.
Additionally, as part of Byrna’s broader leadership succession strategy, TJ Kennedy, who has served as a Director since September 2025, has been elected to succeed Herbert Hughes as Chair of the Board. Mr. Hughes will continue to serve as a Director on the Board.
Mr. Davis is a growth-oriented public company executive with deep experience across strategy, product innovation, marketing, eCommerce, and mergers and acquisitions. He most recently served in a series of executive leadership positions at MasterBrand, Inc., culminating in his role as Executive Vice President, Strategy and Corporate Development. At MasterBrand, Mr. Davis shaped the company’s long-term growth roadmap, strengthened its M&A capability and pipeline, and enhanced its commercial execution. He brings a track record of successful product launches, delivering measurable efficiency gains and performance improvements, and driving top- and bottom-line growth.
Since becoming CEO in 2019 after first joining the Company’s Board in 2016, Mr. Ganz’s leadership of Byrna has been transformational. He led the Company’s transition from a small research and development company to a multinational manufacturing and sales operation with a portfolio of unique self-defense products, including less-lethal launchers, projectiles, and other personal security tools, as well as a robust innovation pipeline. Mr. Ganz also oversaw the Company’s listing on the OTCQB, its uplisting to Nasdaq, its inclusion in the Russell 2000, its shift to a more institutional governance model, and, most importantly, the strategic transition to a consumer model featuring the Byrna brand of less-lethal launchers.
“The work we have done since 2018, when we pivoted to a consumer-focused self-defense model, has allowed us to bring Byrna’s mission to life by providing less-lethal personal safety options that are safe, reliable, and effective. It has been the highlight of my career,” said Mr. Ganz. “When I first joined the Company, we had $250,000 in annual sales and produced 40mm impact rounds for law enforcement. Today, we offer customers a wide range of unique self-defense products manufactured in our Fort Wayne factory through a robust direct-to-consumer program and an established national network of more than 1,500 leading sporting goods dealers. With over 775,000 launchers sold worldwide, Byrna had record revenues of $118 million last year, growing at an 84% CAGR over the last seven years following our move to a consumer model. Last year, Forbes named Byrna the 10th Most Successful Small Cap company in America. I am incredibly proud of our team and all we have accomplished. It has been a privilege to be part of this remarkable journey with them.”
Mr. Davis added, “I have long admired that Byrna’s mission is grounded in a desire to save lives, and I am honored to join as CEO at this important time for the Company. The team has made great strides to position Byrna for the future by expanding its retail presence, successfully launching new products, and scaling and onshoring operations, and I believe we have the right pieces in place to seize new growth opportunities. I am excited to work alongside the management team and thank Bryan for his commitment to supporting the transition as we begin this new chapter and take Byrna to the next level.”
Mr. Ganz continued, “With a strong foundation in place, the time is right to bring in a new CEO with the skills and expertise to take Byrna to new heights. The Board and I have been intensely focused on succession planning, with a focus on bringing in a new generation of leadership to the Company, and I can attest that Conn brings the mix of experience, fresh energy, and skillsets that we were seeking. He has a proven track record of creating and executing product development and go-to-market strategies that translate into profitable growth, as well as successful M&A and integration experience. What’s more, he is passionate about our work to enable customers to protect and defend themselves without resorting to lethal force, and I look forward to supporting him as an advisor.”
“On behalf of the Board of Directors, I would like to thank Bryan for his invaluable vision and leadership. He has been a key architect of the Byrna story, and we will continue to benefit from his insights throughout this transition,” said Mr. Kennedy. “We also are thrilled to welcome Conn as Byrna’s next CEO. Conn is a strong leader with extensive experience in strategy and growing operations that will be critical as we continue to expand our product range and channels. I look forward to leveraging my own experience scaling mission-critical public safety technologies and serving as a public company CEO to support Conn and the rest of our talented management team as I step into the role of Board Chair.”
Mr. Kennedy continued, “Herb has made many significant contributions to the Board since he first joined in 2019, and he is a strong proponent of the broader leadership succession strategy for both the Board and management at Byrna. He has also been instrumental in overseeing the CEO search process, and we are grateful that Herb will remain on the Board as we continue advancing Byrna’s mission. With world-class teams at the management level and in the boardroom, we are confident that we will unlock tremendous opportunities ahead for Byrna.”
The Company intends to release select preliminary results for the fiscal first quarter of 2026 consistent with its normal reporting cadence.
About Conn Davis
Conn Davis most recently served as Executive Vice President, Strategy and Corporate Development, at MasterBrand, Inc., leading a team of more than 100 associates spanning product development and innovation, marketing, corporate strategy, and M&A. Earlier in his time at MasterBrand, Mr. Davis served as EVP, Corporate Strategy and GM eCommerce, more than doubling business unit revenue in two years, after serving as Vice President, Corporate Strategy, leading corporate strategy, M&A, a strategic business unit, and market research and insights. Prior to joining MasterBrand, he served as Director of Strategy at Fortune Brands Home & Security, before which he worked at Bain & Company and at Jenkins & Kling, P.C. and Brown & James, P.C. as an attorney. Mr. Davis holds a bachelor’s degree from Southeast Missouri State University, a J.D. from DePaul University, and an M.B.A. from the Olin Business School at Washington University in St. Louis.
About TJ Kennedy
TJ Kennedy has served as an Independent Director on the Board of Directors since September 2025. He brings more than two decades of leadership experience in technology, wireless, and public safety. Mr. Kennedy is currently CEO of GeoComm, which is a SaaS company that is dedicated to saving lives and protecting people through precise location intelligence. GeoComm serves communities across the U.S., ensuring the safety of over 100 million people. He previously served as CEO of Wrap Technologies, an innovative non-lethal public-safety device company, where he helped expand less-lethal restraint device adoption to nearly 1,000 agencies in 59 countries. He was also President of FirstNet, where he was instrumental in executing the U.S. government’s largest-ever public-private partnership. Mr. Kennedy holds a B.S. in health promotion and education from the University of Utah and an M.B.A. from Johns Hopkins University.
About Byrna Technologies Inc.
Byrna is a personal defense technology company specializing in the development, manufacture, and sale of innovative less-lethal personal security solutions. For more information on the Company, please visit the corporate website here or the Company’s investor relations site here. The Company is the manufacturer of the Byrna® CL, Byrna® LE and Byrna® SD personal security devices, state-of-the-art handheld CO2 powered launchers designed to provide a less-lethal alternative to a firearm for the consumer, private security, and law enforcement markets. To purchase Byrna products, visit the Company’s e-commerce store.
Investor Contact:
Tom Colton and Alec Wilson
Gateway Group, Inc.
949-574-3860
BYRN@gateway-grp.com