Not independent
Tenure on this board
0.5 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify EisnerAmper LLP as independent registered public accountants; and approve, on a non‑binding advisory basis, the Company's executive compensation (Say-on-Pay).
Elect eight directors named in the proxy statement to serve until the next annual meeting or until their successors are elected.
Ratify the appointment of EisnerAmper LLP as Byrna’s independent registered public accountants for the fiscal year ending November 30, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding advisory 'say-on-pay' proposal asking shareholders to approve the overall compensation of the Company's named executive officers as disclosed in the proxy statement, including the Summary Compensation Table and related narrative. Management is seeking a favorable advisory vote to affirm its executive pay philosophy—designed to attract and retain talent and align pay with company performance—while signaling shareholder support for recent changes such as increased use of performance-based long-term incentives, a formulaic short-term incentive scorecard, and adoption of stock ownership guidelines and a severance plan. The Board recommends a FOR vote and justifies this on the basis that compensation is tied to both short-term metrics (revenues, adjusted EBITDA) and multi-year performance conditions, and that pay structures were reformed following shareholder engagement and consultant advice to better align with market practices. The proposal is advisory and non-binding, but the Board and Compensation Committee state they will consider the vote results when making future compensation decisions. Key context includes recent governance changes, leadership transition (new CEO appointed in March 2026), and a shift toward 50% performance-based long-term awards for named executives, reflecting investor and proxy advisor expectations. The Company also implemented a preset scorecard for STI awards and has expanded disclosure and clawback policies to mitigate risk and enhance transparency. For investors evaluating governance risk, the proposal tests shareholder acceptance of management’s revised compensation framework amid the company’s strategic pivot and board refreshment. A FOR vote supports management’s approach to pay-for-performance and retention during a period of organizational change; a AGAINST vote would signal significant shareholder concern and could trigger further engagement and potential revisions by the Compensation Committee. The Board emphasizes that while the vote is non-binding, it will use the outcome to inform compensation policy and design going forward.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 14.99% | 3,402,809 | $23M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.34% | 758,696 | $5M |
| 3 | Wealthspire Advisors, LLC | 2.66% | 604,702 | $4M |
| 4 | Quinn Opportunity Partners LLC | 2.11% | 478,565 | $3M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 1.89% | 429,847 | $3M |
| 6 | CITADEL ADVISORS LLC | 1.79% | 405,726 | $3M |
| 7 | PINNACLE ASSOCIATES LTD | 1.63% | 368,866 | $2M |
| 8 | MONETA GROUP INVESTMENT ADVISORS LLC | 1.48% | 336,638 | $2M |
| 9 | MILLENNIUM MANAGEMENT LLC | 1.43% | 325,550 | $2M |
| 10 | UBS Group AG | 1.35% | 307,287 | $2M |
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