Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-09-29

Byrna Technologies (BYRN)

Former CEO Bryan Ganz was paid $1,173,150 in fiscal year 2025 (SEC filing 0001437749-26-029518 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,173,150
Bryan Ganz total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
84.94%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Bryan Ganz (Former Chief Executive Officer (5)), FY2025 total compensation $1,173,150 (base salary $495,000) [exec_comp, SEC accession 0001437749-26-029518, filed 2026-09-02]

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BYRN's next annual pay disclosure, estimated September 2, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Bryan Ganz$495,000$678,150$0$0$0$0$0$1,173,150
Former Chief Executive Officer (5)
Luan Pham329,167339,075380,00400001,048,246
Former President (7)
Laurilee Kearnes334,167275,370330,0180000939,555
Chief Financial Officer (6)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Bryan Ganz$1,173,150———
Luan Pham1,048,246933,112—↑ +115,134
Laurilee Kearnes939,555591,333—↑ +348,222

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against BYRN
2 companies name BYRN as a compensation peer

Each company listed discloses BYRN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named BYRN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Bryan GanzPRSU——900,000———
Bryan GanzPRSU2023-12-05—600,000———
Laurilee KearnesRSU2024-06-19——25,000——
03b

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Laurilee KearnesRSU26,939—$491,637
Bryan GanzRSU545,000—9,946,250
Bryan GanzOption33,3348.96—
Luan PhamRSU27,990—510,818
Luan PhamPSU7,990—145,818
Laurilee KearnesPSU6,939—126,637
Luan PhamOption16,6678.96—
Luan PhamOption33,6006.89—
05

Incentive-plan design — the Compensation Discussion & Analysis

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. The program emphasizes at-risk, variable pay components to relate pay to performance, rewards the achievement of preselected key metrics and strategic milestones, and balances short-term incentives with longer-term compensation components to encourage long-term shareholder value growth.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantFrederic W. Cook & Co., Inc. (FW Cook)
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-09-258,783,2481,556,8691,468,54384.94%Passed
20252025-07-2912,807,9343,040,583131,35280.81%Passed
20242024-11-2011,525,926741,95216,10393.95%Passed
20232023-05-1912,654,4032,796,86423,31781.9%Passed
20222022-06-1713,995,8221,174,16140,18592.26%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-09-2584.94%a
20252025-07-2980.81%b
20242024-11-2093.95%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Herbert HughesIndependent · Nominating/Governance · Compensation · Audit (Chair) · Succession Planning (Chair) · Ad Hoc$112,960$142,986———$255,945
Chris Lavern ReedIndependent · Nominating/Governance · Product Safety · Audit · Compensation73,465109,998———183,463
Leonard ElmoreIndependent · Nominating/Governance · Audit · Succession Planning · Product Safety · Compensation73,005109,998———183,003
Emily RooneyIndependent · Product Safety · Compensation · Nominating/Governance · Not standing for re-election · Departed during FY70,419109,998———180,417
TJ KennedyIndependent · Board Chair · Enterprise Risk Management · Compensation · Nominating/Governance12,93992,266———105,205
Adam RothIndependent · Enterprise Risk Management · Compensation · Nominating/Governance12,93992,266———105,205
Conn DavisEmployee director · Enterprise Risk Management—————0
Matthew McBrady, Ph.DIndependent · Newly elected——————
Rose Lopez KeravuoriIndependent · Enterprise Risk Management · Newly elected——————
09

Board fee structure and ownership guideline

Annual cash retainer$55,000
Annual equity retainer$110,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)7,500 / 5,000 / 3,750
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$355,727
Equity awards (grant-date value)$657,512
All other compensation$0
Total cost of the board$1,013,239

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Short-Term Incentive
10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Byrna Technologies2025Bryan Ganz$495,000$0$0$0$1,173,150

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Byrna Technologies in fiscal 2025?
As disclosed, Bryan Ganz (Former Chief Executive Officer (5)) was the highest-paid executive at Byrna Technologies in fiscal 2025, with total compensation of $1,173,150.
How did shareholders vote on Byrna Technologies's executive compensation?
As disclosed, 84.94% of shareholders supported Byrna Technologies's executive compensation in the latest say-on-pay vote.
How much does Byrna Technologies spend in total on board compensation for fiscal 2025?
As disclosed, Byrna Technologies reported total board compensation of $1,013,239 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Bryan GanzDEF 14A2026-09-020001437749-26-029518Section “Executive Compensation”. As printed: 1,173,150. Filing ↗machine: r3 · c24 · span 376115–376124
2Section 01, Luan PhamDEF 14A2026-09-020001437749-26-029518Section “Executive Compensation”. As printed: 1,048,246. Filing ↗machine: r7 · c24 · span 391411–391420
3Section 01, Laurilee KearnesDEF 14A2026-09-020001437749-26-029518Section “Executive Compensation”. As printed: 939,555. Filing ↗machine: r5 · c24 · span 384025–384032
4Section 03, Bryan Ganz PRSUDEF 14A2026-09-020001437749-26-029518Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 440663–440670
5Section 03, Bryan Ganz PRSUDEF 14A2026-09-020001437749-26-029518Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 443304–443311
6Section 03, Laurilee Kearnes RSUDEF 14A2026-09-020001437749-26-029518Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 456769–456775
7Section 08, Herbert HughesDEF 14A2026-09-020001437749-26-029518Section “Director Compensation”. As printed: 255,945. Filing ↗machine: span 720890–720897
8Section 08, Chris Lavern ReedDEF 14A2026-09-020001437749-26-029518Section “Director Compensation”. As printed: 183,463. Filing ↗machine: span 722795–722802
9Section 08, Leonard ElmoreDEF 14A2026-09-020001437749-26-029518Section “Director Compensation”. As printed: 183,003. Filing ↗machine: span 726601–726608
10Section 08, Emily RooneyDEF 14A2026-09-020001437749-26-029518Section “Director Compensation”. As printed: 180,417. Filing ↗machine: span 724699–724706
11Section 08, TJ KennedyDEF 14A2026-09-020001437749-26-029518Section “Director Compensation”. As printed: 105,205. Filing ↗machine: span 728498–728505
12Section 08, Adam RothDEF 14A2026-09-020001437749-26-029518Section “Director Compensation”. As printed: 105,205. Filing ↗machine: span 730394–730401
13Section 08, Conn DavisDEF 14A2026-09-020001437749-26-029518Section “Director Compensation”. As printed: 0. Filing ↗
14Section 08, Matthew McBrady, Ph.DDEF 14A2026-09-020001437749-26-029518Section “Director Compensation”. As printed: —. Filing ↗
15Section 08, Rose Lopez KeravuoriDEF 14A2026-09-020001437749-26-029518Section “Director Compensation”. As printed: —. Filing ↗
16Section 06, 2026 voteForm 8-K2026-09-290001437749-26-031471Item 5.07 · say-on-pay result. As reported: 84.94% (votes for as printed: 8,783,248). Filing ↗
17Section 06, 2025 voteForm 8-K2025-07-300001437749-25-023996Item 5.07 · say-on-pay result. As reported: 80.81% (votes for as printed: 12,807,934). Filing ↗
18Section 06, 2024 voteForm 8-K2024-11-210001437749-24-035966Item 5.07 · say-on-pay result. As reported: 93.95% (votes for as printed: 11,525,926). Filing ↗
19Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
20Section 09b board cost (computed)Computed——Cash 355,727 + equity 657,512 + all other 0 = 1,013,239, summed across the director compensation table rows.machine: formula: Σ = 1,013,239
21Byrna Technologies (subject), Section 10b CEO totalDEF 14A2026-09-020001437749-26-029518CEO total compensation as printed in Byrna Technologies's own proxy. As printed: 1,173,150. Filing ↗machine: r3 · c24 · span 376115–376124

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