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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BYRN's next annual pay disclosure, estimated September 2, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Bryan Ganz | $495,000 | $678,150 | $0 | $0 | $0 | $0 | $0 | $1,173,150 |
| Former Chief Executive Officer (5) | ||||||||
| Luan Pham | 329,167 | 339,075 | 380,004 | 0 | 0 | 0 | 0 | 1,048,246 |
| Former President (7) | ||||||||
| Laurilee Kearnes | 334,167 | 275,370 | 330,018 | 0 | 0 | 0 | 0 | 939,555 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Bryan Ganz | $1,173,150 | — | — | — |
| Luan Pham | 1,048,246 | 933,112 | — | ↑ +115,134 |
| Laurilee Kearnes | 939,555 | 591,333 | — | ↑ +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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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.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Bryan Ganz | PRSU | — | — | 900,000 | — | — | — |
| Bryan Ganz | PRSU | 2023-12-05 | — | 600,000 | — | — | — |
| Laurilee Kearnes | RSU | 2024-06-19 | — | — | 25,000 | — | — |
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.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Laurilee Kearnes | RSU | 26,939 | — | $491,637 |
| Bryan Ganz | RSU | 545,000 | — | 9,946,250 |
| Bryan Ganz | Option | 33,334 | 8.96 | — |
| Luan Pham | RSU | 27,990 | — | 510,818 |
| Luan Pham | PSU | 7,990 | — | 145,818 |
| Laurilee Kearnes | PSU | 6,939 | — | 126,637 |
| Luan Pham | Option | 16,667 | 8.96 | — |
| Luan Pham | Option | 33,600 | 6.89 | — |
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 consultant | Frederic W. Cook & Co., Inc. (FW Cook) |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-09-25 | 8,783,248 | 1,556,869 | 1,468,543 | 84.94% | Passed |
| 2025 | 2025-07-29 | 12,807,934 | 3,040,583 | 131,352 | 80.81% | Passed |
| 2024 | 2024-11-20 | 11,525,926 | 741,952 | 16,103 | 93.95% | Passed |
| 2023 | 2023-05-19 | 12,654,403 | 2,796,864 | 23,317 | 81.9% | Passed |
| 2022 | 2022-06-17 | 13,995,822 | 1,174,161 | 40,185 | 92.26% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-09-25 | 84.94%a |
| 2025 | 2025-07-29 | 80.81%b |
| 2024 | 2024-11-20 | 93.95%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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| 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 · Compensation | 73,465 | 109,998 | — | — | — | 183,463 |
| Leonard ElmoreIndependent · Nominating/Governance · Audit · Succession Planning · Product Safety · Compensation | 73,005 | 109,998 | — | — | — | 183,003 |
| Emily RooneyIndependent · Product Safety · Compensation · Nominating/Governance · Not standing for re-election · Departed during FY | 70,419 | 109,998 | — | — | — | 180,417 |
| TJ KennedyIndependent · Board Chair · Enterprise Risk Management · Compensation · Nominating/Governance | 12,939 | 92,266 | — | — | — | 105,205 |
| Adam RothIndependent · Enterprise Risk Management · Compensation · Nominating/Governance | 12,939 | 92,266 | — | — | — | 105,205 |
| Conn DavisEmployee director · Enterprise Risk Management | — | — | — | — | — | 0 |
| Matthew McBrady, Ph.DIndependent · Newly elected | — | — | — | — | — | — |
| Rose Lopez KeravuoriIndependent · Enterprise Risk Management · Newly elected | — | — | — | — | — | — |
| 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 | — |
| Component | FY2025 |
|---|---|
| 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.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Byrna Technologies | 2025 | Bryan 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.
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Bryan Ganz | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Executive Compensation”. As printed: 1,173,150. Filing ↗machine: r3 · c24 · span 376115–376124 |
| 2 | Section 01, Luan Pham | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Executive Compensation”. As printed: 1,048,246. Filing ↗machine: r7 · c24 · span 391411–391420 |
| 3 | Section 01, Laurilee Kearnes | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Executive Compensation”. As printed: 939,555. Filing ↗machine: r5 · c24 · span 384025–384032 |
| 4 | Section 03, Bryan Ganz PRSU | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 440663–440670 |
| 5 | Section 03, Bryan Ganz PRSU | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 443304–443311 |
| 6 | Section 03, Laurilee Kearnes RSU | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 456769–456775 |
| 7 | Section 08, Herbert Hughes | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Director Compensation”. As printed: 255,945. Filing ↗machine: span 720890–720897 |
| 8 | Section 08, Chris Lavern Reed | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Director Compensation”. As printed: 183,463. Filing ↗machine: span 722795–722802 |
| 9 | Section 08, Leonard Elmore | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Director Compensation”. As printed: 183,003. Filing ↗machine: span 726601–726608 |
| 10 | Section 08, Emily Rooney | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Director Compensation”. As printed: 180,417. Filing ↗machine: span 724699–724706 |
| 11 | Section 08, TJ Kennedy | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Director Compensation”. As printed: 105,205. Filing ↗machine: span 728498–728505 |
| 12 | Section 08, Adam Roth | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Director Compensation”. As printed: 105,205. Filing ↗machine: span 730394–730401 |
| 13 | Section 08, Conn Davis | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 08, Matthew McBrady, Ph.D | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 15 | Section 08, Rose Lopez Keravuori | DEF 14A | 2026-09-02 | 0001437749-26-029518 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-09-29 | 0001437749-26-031471 | Item 5.07 · say-on-pay result. As reported: 84.94% (votes for as printed: 8,783,248). Filing ↗ |
| 17 | Section 06, 2025 vote | Form 8-K | 2025-07-30 | 0001437749-25-023996 | Item 5.07 · say-on-pay result. As reported: 80.81% (votes for as printed: 12,807,934). Filing ↗ |
| 18 | Section 06, 2024 vote | Form 8-K | 2024-11-21 | 0001437749-24-035966 | Item 5.07 · say-on-pay result. As reported: 93.95% (votes for as printed: 11,525,926). Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 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 |
| 21 | Byrna Technologies (subject), Section 10b CEO total | DEF 14A | 2026-09-02 | 0001437749-26-029518 | CEO 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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