Byrna Technologies (BYRN) Proxy filing summary

Executive summary

• Fiscal 2025 saw record revenue and operational income, with a focus on expanding the retail footprint and evolving leadership and board oversight to support long-term growth.

• A new CEO was appointed in March 2026, and four new independent directors joined the board, bringing expertise in brand building, risk management, finance, and less-lethal technology.

• Strategic priorities include core revenue growth, disciplined M&A, and improving profitability and free cash flow through operational efficiencies.

• The company aims to broaden its market by targeting both gun owners and non-gun owners seeking less-lethal personal safety options.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, ratifying EisnerAmper LLP as independent auditors for FY2026, and approving executive compensation on a non-binding basis.

• The board recommends voting FOR all director nominees, auditor ratification, and the executive compensation proposal.

• No other matters are expected to be brought before the meeting, but proxies may be voted on additional business if it arises.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent, with significant diversity in gender, ethnicity, and professional background.

• Recent board refreshment reduced average tenure and age, and enhanced expertise in risk, finance, marketing, and public safety.

• Board committees include Audit, Compensation, Nominating and Governance, and a newly formed Enterprise Risk Management Committee.

• The board separates the roles of Chair and CEO to enhance independent oversight.