Byrna Technologies Inc. 8-K

What Happened

• Byrna Technologies Inc. announced on March 17, 2026 that it appointed Luan Pham as President, effective the same date. Mr. Pham (age 54) will report to CEO Conn Davis and be based in the company’s Las Vegas office. He joined Byrna in January 2021 (Chief Marketing Officer) and has served as Chief Revenue and Marketing Officer since January 2022.
• The company filed the appointment in an 8-K and issued a press release on March 19, 2026 (Regulation FD disclosure). Compensation and employment terms are documented in an offer letter (Exhibit 10.1).

Key Details

• Base salary: $380,000 annually, effective March 17, 2026.
• Short-term incentive (STI): target 80% of base ($304,000), making total target cash compensation $684,000; prorated STI payable if terminated without cause or for good reason in year one (subject to approval).
• Annual long-term equity incentive: target grant-date value of at least $380,000 — 50% time-vested RSUs (vest over 3 years) and 50% performance RSUs tied to revenue goals for fiscal year ending Nov 30, 2027 and continued employment through March 2, 2028 (or certain post-2027 terminations).
• Promotion retention award: 20,810 shares (10,405 RSUs vesting one year after grant; 10,405 PSUs cliff vesting after one year if 90-day VWAP ≥ 125% of March 16, 2026 close and continued service).
• Severance: as a Tier 2 participant in the Executive Severance Plan, Mr. Pham is entitled to 1.0x base salary and 12 months’ health benefits for a qualifying termination outside a change-in-control; 1.5x base + target bonus, 18 months’ health benefits, and full equity acceleration for a qualifying change-in-control termination. All awards subject to Compensation Committee approval and standard conditions. Non-compete/non-solicit provisions apply for one year post-separation.

Why It Matters

• Leadership continuity: Promoting the Chief Revenue and Marketing Officer to President signals management continuity and centralizes operational responsibility under an executive with multi-year tenure at Byrna.
• Pay and incentives: Mr. Pham’s compensation includes meaningful cash and equity components tied to performance and stock price, which align his incentives with revenue targets and shareholder value but may increase potential share dilution if equity awards vest.
• Corporate governance: The appointment and material terms are disclosed in the 8-K and press release (Regulation FD), giving investors clear, filed documentation of the change and potential severance/liquidity impacts.