Not independent
Tenure on this board
5.6 yrs
5 nominees · 4 ballot items.
Four proposals: (1) election of five directors; (2) ratification of Haynie as the company’s independent registered public accounting firm for fiscal year 2026; (3) a non-binding advisory approval of the compensation of the company’s named executive officers (say-on-pay); and (4) a non-binding advisory vote on the frequency (one, two, or three years) of future say-on-pay votes (Board recommends every three years).
To elect five directors to the Company's Board to serve until the 2027 annual meeting or until their successors are elected and qualified.
To ratify the appointment of Haynie as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non‑binding advisory vote to approve the compensation paid to VirTra’s named executive officers as disclosed in the proxy statement. Management seeks this advisory endorsement to confirm that its compensation philosophy—competitive base salaries, performance‑linked annual cash incentives, and long‑term equity incentives—is aligned with stockholder interests and effective in attracting, motivating and retaining key executives. The Compensation Committee retains discretion over compensation design and may alter specifics over time, but seeks stockholder affirmation of the overall approach. The vote is non‑binding (a standard 'say‑on‑pay' under SEC and governance best practices), yet its outcome will inform future decisions by the Compensation Committee and may influence pay design, disclosure practices, and investor relations. Company‑specific context includes disclosed CEO and CFO compensation levels, the existing 2017 Equity Incentive Plan with a substantial share reserve, and prior restricted stock unit grants; these features suggest a mix of cash and equity incentives already in place. The Board recommends a FOR vote, arguing the program aligns pay with business objectives and long‑term value creation. A negative vote would not nullify current pay arrangements but would likely trigger more active engagement between investors and the Compensation Committee and could prompt redesigns to better address shareholder concerns. Given VirTra’s size and governance profile, this advisory vote is an important signal but does not legally constrain the Board’s remuneration decisions.
Non-binding, advisory vote to select the frequency (one, two or three years) with which the Company will hold future advisory votes on executive compensation; the Board recommends every three years.
This management proposal asks shareholders, on a non‑binding basis, to choose how frequently the company will solicit future advisory votes on executive compensation (one, two or three years). Management (the Board) favors a triennial schedule and argues that a three‑year interval provides sufficient time to implement compensation programs, observe their effects, and reduces administrative burden and volatility from annual advisory votes. The proposal is non‑binding, and the Board and Compensation Committee will consider the shareholder preference but are not compelled to act. Company context: VirTra is a relatively small public company with an existing compensation framework that includes multi‑year equity incentives and a Compensation Committee that retains discretion over plan features; a three‑year cadence is commonly favored by boards of similar companies seeking stability for long‑term incentive structures. From a governance perspective, some investors prefer annual votes to maintain frequent accountability, while others accept multi‑year votes to enable longer‑term planning; a triennial choice can be viewed as balancing those interests. The Board’s recommendation for every three years signals a preference for multi‑year alignment of pay with performance metrics and long‑term value creation, but the outcome will be measured as the plurality winner among the three options. A vote for a shorter frequency could increase investor‑driven pressure for more frequent compensation adjustments or disclosure changes. Given the non‑binding nature, the practical effect depends on investor sentiment and subsequent engagement between the Compensation Committee and major holders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.94% | 445,579 | $2M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 2.82% | 318,394 | $1M |
| 3 | Archon Capital Management LLC | 1.09% | 123,265 | $457K |
| 4 | MILLENNIUM MANAGEMENT LLC | 0.91% | 103,364 | $383K |
| 5 | BlackRock, Inc. | 0.81% | 91,611 | $340K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.81% | 91,278 | $339K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.55% | 62,750 | $233K |
| 8 | United Advisor Group, LLC | 0.55% | 61,660 | $229K |
| 9 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.52% | 58,876 | $218K |
| 10 | ARS Investment Partners, LLC | 0.51% | 57,967 | $215K |
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