Adam Roth
About Adam Roth
Adam L. Roth, age 56, was appointed to Byrna Technologies’ Board of Directors on September 4, 2025; he is a non‑employee director with no related-party transactions disclosed and holds a B.A. from Brown University . Roth is a veteran brand and marketing executive, most recently serving as Nike’s Vice President of North America Marketing (2021–2024) and previously holding senior VP roles across Global Brand Innovation (2016–2018), Global Brand Creative (2018–2019), and Asia-Pacific & Latin America Marketing (2019–2021) . At appointment, his Form 3 reported no beneficial ownership in BYRN shares or derivatives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | VP, North America Marketing | 2021–2024 | Led major regional brand strategy and execution |
| Nike, Inc. | VP, Asia-Pacific & Latin America Marketing | 2019–2021 | Drove multi-region marketing initiatives |
| Nike, Inc. | VP, Global Brand Creative | 2018–2019 | Oversaw global brand creative campaigns |
| Nike, Inc. | VP, Global Brand Innovation | 2016–2018 | Advanced innovative brand programs |
| TBWA/Chiat/Day; asimba.com; Saatchi & Saatchi | Digital/Advertising roles | Not disclosed | Early digital and agency experience |
| Synthesis Consulting Group | Founder (strategy brand consultancy) | 2024–present | Advises executives and growth companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ad Council | Director (past) | Not disclosed | Not disclosed |
Board Governance
- Appointment and board size: Byrna increased its Board from five to seven members on September 4, 2025, appointing Adam Roth and TJ Kennedy .
- Independence and conflicts: Roth is a non‑employee director; filings disclose no arrangements for his appointment and no family relationships or related‑party transactions since the prior fiscal year (no >$120,000 transactions) .
- Committee structure (context): Byrna’s standing committees are Audit (Chair Herbert Hughes), Compensation (Chair Chris Reed), Nominating & Governance (Chair Leonard Elmore), and Product Safety (Chair Emily Rooney); all committee chairs are independent .
- Committee assignment for Roth: Not disclosed at appointment; compensation will follow Byrna’s standard non‑employee director program .
- Codes and policies: Byrna maintains a Code of Business Conduct and Ethics, a strict Insider Trading Policy (with preclearance, blackout periods, and comprehensive hedging/margin prohibitions), and adopted a Clawback Policy; committee charters are publicly available .
- Engagement and attendance (FY2024 context): Each director attended at least 75% of combined Board and applicable committee meetings; independent directors held executive sessions during Board and Audit meetings .
Fixed Compensation
Roth’s compensation is “consistent with the Company’s standard compensation program for non‑employee directors” (per 8‑K) . The current program and recent changes:
| Component | Amount/Structure | Source |
|---|---|---|
| Base Director Compensation (raised July 2024) | $145,000 total; split $62,000 cash + $83,000 RSUs (annual meeting cycle; retroactive from the one‑year anniversary of the 2023 annual meeting) | |
| Committee Chair Stipends (original) | Audit Chair $10,000; Compensation Chair $7,500; Nominating & Governance Chair $5,000; Product Safety Chair $5,000 | |
| Chair & Chair Stipend Adjustment | July 2024: chair stipends and Chairman’s stipends raised by 7% (specific post‑increase dollar amounts not itemized) | |
| Independent Board Chair | $30,000 cash + RSUs valued at $30,000 (pre‑increase); 7% increase applied July 2024 | |
| Director RSU Grants (FY2024 cycle example) | 11,528 RSUs to each independent director as partial compensation for 2024–2025 cycle; Chair received an additional 4,583 RSUs |
Notes:
- Director compensation is paid on an annual meeting cycle basis; equity awards vest conditional on service completion. RSU counts for previously seated directors are provided as program examples; Roth’s specific RSU grant timing/size at appointment was not disclosed .
Performance Compensation
- Byrna does not disclose performance‑based equity or cash metrics for director compensation; director equity is delivered as RSUs tied to service (not performance targets) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in appointment 8‑K or press release |
| Prior public company boards | None disclosed for Roth (Ad Council is a non‑profit) |
| Interlocks / related parties | None; filings state no arrangements/understandings, no family relationships, and no related transactions since prior fiscal year |
Expertise & Qualifications
- Global brand-building leadership: Led iconic Nike brand campaigns and high‑profile athlete/influencer partnerships; brings consumer marketing and go‑to‑market expertise .
- Multi‑region strategic marketing: Senior leadership across North America, Asia-Pacific & Latin America, and global functions (Brand Creative/Innovation) .
- Advisory and growth focus: Founder of Synthesis Consulting Group advising senior executives and emerging marketing talent .
- Education: B.A., Brown University .
Equity Ownership
| Security | Amount Beneficially Owned | Form/Date | Notes |
|---|---|---|---|
| Common Stock | 0 | Form 3 filed Sept 23, 2025 | “No securities are beneficially owned.” |
| Derivative Securities (options, RSUs, etc.) | 0 reported | Form 3 filed Sept 23, 2025 | Any director RSUs would follow standard program; specific grant to Roth not disclosed |
| Power of Attorney | On file | Exhibit 24.1 (POA) dated Aug 30, 2025 | Authorizes filings of Forms 3/4/5 |
Policy context:
- Insider Trading Policy prohibits hedging and margin accounts for covered persons (directors included); transactions require written preclearance and are subject to blackout/cooling‑off rules .
Say‑on‑Pay & Shareholder Feedback (Context for governance signals)
| Meeting Year | Say‑on‑Pay Support | Source |
|---|---|---|
| 2024 | ~94% approval | |
| 2023 | ~82% approval |
Management/Board also reported expanded shareholder outreach and adoption of clawback policy and stricter grant‑timing controls to align pay‑for‑performance and transparency .
Governance Assessment
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Positive signals:
- Addition of a seasoned global brand executive at a consumer‑growth inflection point (Board and press emphasize brand scaling ambitions) .
- Clean conflicts profile at appointment (no family relationships, arrangements, or related‑party transactions disclosed) supporting independence .
- Robust governance framework with independent committee leadership, strict insider‑trading controls (hedging/margin prohibited), and clawback policy .
- Strong recent say‑on‑pay outcomes (82–94% approvals), indicating investor support for compensation governance trajectory .
-
Watch items / uncertainties:
- Committee assignments for Roth not disclosed at appointment—monitor for Audit/Comp/Nominating/Product Safety placements and attendance in FY2025–2026 filings .
- Equity ownership alignment will evolve post‑appointment—track RSU grants under the director program and any subsequent Form 4 reports; initial Form 3 shows zero holdings .
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Overall implications for investor confidence: Roth’s appointment strengthens consumer marketing expertise on the Board while maintaining clean independence and conflict posture; alignment mechanisms (equity retainers, clawback, anti‑hedging) and high say‑on‑pay support collectively underpin governance quality during Byrna’s growth phase .
