Bryan Ganz
About Bryan Ganz
Bryan Ganz (age 67) has served as Chief Executive Officer since April 1, 2019, President since July 13, 2018, and a director since June 2016; he previously served as Board Chair from April 2019 to June 17, 2022. He holds a J.D. from Columbia Law School and a B.S. in Business Administration from Georgetown University . Under his leadership, Byrna eliminated long-term debt, expanded DTC e-commerce and national dealer networks, onshored manufacturing, listed on Nasdaq, and executed a share repurchase program . Performance highlights include record FY2024 revenues “over $85 million,” net income of $12.792 million, and a three-year TSR value of $131.32 for $100 invested (as of Nov 30, 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GPX International/precedessor Galaxy Tire Inc. | Roles culminating as CEO | 1991–2009 | Led industrial tire platform; broad experience in sales, manufacturing, product and M&A |
| Maine Industrial Tire LLC | Founder | Through 2012 (sale) | Founded industrial tire company sold to Trelleborg AB in 2012 |
| Paramount Capital Group | Partner | 1985–1991 | Early-career investing/finance experience |
| Byrna Technologies | Consultant (restructuring/strategy) | 2016 | Engaged to restructure operations, advise on management, capital, strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Northeast Industrial Partners LLC | Founder & Majority Shareholder | N/A | Operates privately held businesses |
| Scudder Bay Capital LLC | Principal | N/A | Captive private REIT |
| Various public companies | Director | N/A | Experience as a director of other publicly held companies (not specified) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 465,000 | 495,000 |
| Target Bonus (% of Base) | 100% | 100% |
| Actual STI Payout ($) | 371,250 | 742,500 |
| Actual STI (% of Target) | 75% | 150% |
Performance Compensation
Annual STI Design (CEO)
| Element | FY 2024 Details |
|---|---|
| Metrics & Weighting | 60% financial / 40% strategic; financial split: Revenue (50%), EBITDA (25%), Gross Margin (25%) |
| Target | 100% of base salary |
| Payout | 150% of target (CEO) |
| Payment Timing | Paid as cash shortly after fiscal year-end |
Long-Term Incentives (CEO)
| Grant/Instrument | Quantity | Vesting/Performance | Key Dates | Status/Value |
|---|---|---|---|---|
| Performance RSUs (3 tranches) | 200,000 each (600,000 total; 55,000 assigned to others) | Double trigger: (i) 20-day VWAP hurdles at $6 / $9 / $12, and (ii) continuous employment through End Date; forfeit if not met | Grant 12/5/2023; End Date 8/31/2026 | All three price hurdles met before 11/30/2024; 545,000 unvested units remain for CEO, valued $10,534,850 at $19.33 close on 11/30/2024 |
| Stock Options (3/23/2022) | 375,000 exercisable / 75,000 unexercisable | Quarterly vesting through 3/1/2025 (unexercisable portion) | Strike $9.23; Exp. 3/23/2032 | ITM at $19.33 FYE price |
| Stock Options (12/8/2022) | 13,333 exercisable / 53,334 unexercisable | Back-weighted: 20%/30%/50% over yrs 1/2/3 | Strike $8.96; Exp. 12/8/2032 | ITM at $19.33 FYE price |
Notes:
- CEO excluded from general executive LTI option program; his long-term incentives are governed by the 2023 agreement’s performance RSUs .
- For FY2025, non-CEO LTI restructured to eliminate time-based options and increase performance-based awards, including a revenue-based threshold for FY2026 in addition to service .
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Beneficial Ownership (shares) | 1,766,352 shares (includes direct, options exercisable within 60 days, LLC, trust, spouse) |
| Ownership (% of outstanding) | 7.79% (as of 6/9/2025) |
| Breakdown (beneficial) | Direct: 880,406; Options exercisable ≤60 days: 483,334; Northeast Industrial Partners LLC: 328,059; Judith Ganz Trust: 70,753; Spouse (Li Zhang): 3,800 |
| Unvested RSUs (CEO) | 545,000 units (post 55,000 assignment) |
| Market Value of Unvested RSUs | $10,534,850 at $19.33 close on 11/30/2024 |
| Unexercisable Options (CEO) | 128,334 (75,000 at $9.23 exp. 3/23/2032; 53,334 at $8.96 exp. 12/8/2032) |
| Hedging/Pledging Policy | Hedging prohibited; holding company securities in margin accounts prohibited (mitigates pledging risk) |
| Ownership Guidelines | Company determined to adopt minimum stock ownership/holder policy during current fiscal year and review annually |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Three-year CEO employment agreement effective 9/1/2023 through 8/31/2026 (“2023 Ganz Agreement”) |
| Base Salary; Target Bonus | $495,000; 100% of base salary |
| LTI Consideration | 600,000 performance-based RSUs granted 12/5/2023 across VWAP hurdles ($6/$9/$12); vesting only at End Date with continued service; 55,000 units assigned to other senior team members |
| Severance | If terminated without Cause or resigns for Good Reason: 12 months base salary + 50% of target bonus, subject to release |
| CoC Treatment (Options) | Double-trigger acceleration within 12 months post-change of control (terminated without cause or resign for good reason) |
| CoC Treatment (RSUs) | If CoC value per share meets/exceeds price triggers, triggers deemed met, awards convert to time-based; full acceleration on termination without Cause or for Good Reason within one year post-CoC |
| Retirement/Death/Disability Treatment (RSUs) | Qualified Retirement: performance period extends to End Date with potential full vest; Death/Disability: performance period ends earlier of 6 months post-termination or End Date, with pro-rata vesting and special non-proration milestones after year 1/2 |
| Restrictive Covenants | 2020 agreement included 12-month non-compete and non-solicit from termination date |
| Clawback | Broad recovery policy for incentive compensation based on financial reporting measures; all executive officers signed compliance agreements |
| Pension/Deferred | No pension or defined benefit plan |
Board Governance
- Board Service: Director since 2016; Product Safety Committee member since June 2022; Board Chair from April 2019 to June 17, 2022 .
- Current Board Structure: 5 directors; 4 independent (80%); independent Board Chair (Herbert Hughes) since June 2022; separation of Chair/CEO roles .
- Committees: Audit, Compensation, Nominating & Governance, and Product Safety; CEO serves on Product Safety; all other committees fully independent .
- Meeting/Independence Practices: Each director attended ≥75% of applicable meetings in FY2024; independent directors hold regular executive sessions without management .
- Director Pay: CEO receives no additional compensation for board service (employee) .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR: Value of $100 Investment (as of FYE) | $58.83 | $39.74 | $131.32 |
| Net Income (Loss), $ millions | ($7.885) | ($8.192) | $12.792 |
Additional business achievements under his tenure include eliminating long-term debt, establishing DTC/Amazon channels and major dealer networks, onshoring manufacturing, Nasdaq listing, a share repurchase program, and building a diversified board and leadership team . FY2024 revenue performance reached “over $85 million,” supported by new marketing programs and channel expansion .
Related-Party Transactions
- Sublease of office premises to a corporation owned/controlled by Mr. Ganz; payments received by Byrna were $14,449 in FY2024; related-party transactions are reviewed and approved by the Audit Committee .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: Approximately 94% support at 2024 annual meeting .
- Ongoing engagement with investors; Compensation Committee uses independent consultant FW Cook; added formal scorecards, broadened clawback scope, and is restructuring the LTI mix to emphasize performance-based awards (non-CEO) .
Compensation Structure Analysis
- Increased at-risk alignment: CEO STI shifted to preset formulaic metrics in 2024; payout 150% of target reflecting strong performance against revenue/EBITDA/gross margin and strategic goals .
- LTI risk profile: CEO’s 2023 grant is entirely performance-based RSUs with stock-price hurdles and a three-year service requirement (double trigger), tightening pay-for-performance; non-CEO LTI program is shifting from time-based options to performance-based equity tied to revenue for FY2026 .
- Governance safeguards: Clawback policy, hedging prohibition, and ban on margin accounts; clear grant timing policy to avoid grants around blackout/filing windows .
Equity Vesting & Potential Selling Pressure
- 545,000 CEO RSUs eligible to vest on 8/31/2026 (all price hurdles met but require continued employment), representing $10.53 million at $19.33/share at FY2024 year-end; options are in-the-money with further scheduled vesting, which together create a notable 2026 supply overhang if vested and settled .
- Insider trading policy prohibits hedging and margin accounts, reducing alignment risks associated with pledging/hedging; CEO reported a stock sale on November 14, 2024 (Form 4 filed November 19, 2024) per Section 16 footnotes .
Investment Implications
- Alignment: High insider ownership (7.79%) and performance-contingent RSUs link pay to value creation, supported by 2024 profit inflection and TSR recovery; clawback/hedging/margin restrictions further align incentives .
- Overhang/Timing: 545,000 CEO RSUs that vest at 8/31/2026 plus ITM options could create selling pressure around vesting windows, a tactical consideration for traders and entry timing .
- Governance: Separation of Chair/CEO and fully independent key committees mitigate dual-role concerns; CEO remains a board member and on Product Safety, but independent oversight looks robust .
- Contract Economics: Severance is moderate (12 months salary + 50% target bonus) with double-trigger CoC protection; no pension/gross-ups disclosed; future adoption of formal ownership guidelines would add another alignment layer .
- Risk Flags: Small related-party sublease is immaterial; late Section 16 filings noted for certain Form 4s (including a CEO sale) underscore process rigor as an area to monitor .
