Chris Lavern Reed
About Chris Lavern Reed
Independent director (age 56) serving on Byrna’s board since September 1, 2020; current roles include Chair of the Compensation Committee and member of the Audit, Nominating & Governance, and Product Safety Committees . Background spans 30+ years in global law enforcement and financial crimes, with private-sector experience as managing partner of Roca Property Group since April 2012 and advisory work as an International Financial Crimes Advisor since August 2022 . Education and credentials: MBA (Champlain College), M.A. (Northern Arizona University), B.A. (Indiana University); Certified Fraud Examiner since April 2018; Georgetown Congressional Fellow; Columbia Business School executive programs; U.S. Marine Corps veteran .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Oversaw classified investigations | Oct 2018 – Apr 29, 2022 | Developed crisis management and global law enforcement training capabilities |
| USAID Office of Inspector General | Special Agent in Charge and Director | Dec 2016 – Jul 2018 | Led fraud/corruption investigations; strategic oversight |
| Bureau of Alcohol, Tobacco, Firearms and Explosives (DOJ) | Various leadership roles | Prior to 2016 | Subject-matter expertise in AML, bribery, financial fraud, conflict of interest schemes |
| Foreign Service Institute (U.S. Dept. of State) | Instructor | Various | Training on fraud/corruption and investigative topics |
| U.S. Senate | Subject-matter expert | Various | Testified/advised on law enforcement, homeland security, fraud |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Roca Property Group (f/k/a Garcia Reed Investments, LLC) | Managing Partner | Apr 2012 – Present | Real estate management and investment |
| International Financial Crimes Advisor | Strategic consultant | Aug 2022 – Present | Anti-money laundering and counter-terrorism financing |
Board Governance
- Committee assignments: Compensation (Chair), Audit, Nominating & Governance, Product Safety .
- Independence: Board determined Reed is independent under Nasdaq Rule 5605(a)(2) .
- Attendance and engagement:
- Audit Committee members (including Reed) had 100% meeting attendance in fiscal 2024 .
- Compensation Committee members had 100% attendance in fiscal 2023 .
- Nominating & Governance Committee members had 100% attendance in fiscal 2024 .
- Each director attended at least 75% of combined Board and applicable committee meetings in fiscal 2024; Board met three times, with additional executive sessions of independent directors .
- Governance contributions: As Compensation Chair, Reed led pay-for-performance reforms—negotiated a CEO agreement with solely performance-based equity; implemented formulaic STI scorecards; scheduled bi-annual LTI reviews; reduced reliance on time-based options; expanded shareholder outreach; and helped reduce high turnover to industry average .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fiscal 2024 – Fees earned (cash) | $66,552 | Cash component for the year |
| Fiscal 2024 – Stock-based awards (RSUs) | $110,669 | Grant of 11,528 RSUs for the 2024–2025 annual meeting cycle, vesting upon service completion |
| Fiscal 2024 – Total | $177,221 | Cash + RSU grant date fair value |
| Base annual retainer (as of July 2024) | $145,000 | $62,000 cash + $83,000 RSUs |
| Compensation Committee Chair stipend (historical) | $7,500 | Established in 2021; cash stipend |
| Committee Chair stipends change (July 2024) | +7% | New dollar amounts not disclosed |
Director pay mix shows substantial equity component via RSUs (service-based), plus cash retainer and chair stipends; base retainer increased in July 2024 and stipends raised 7% .
Performance Compensation
| Component | Metric/Condition | Detail |
|---|---|---|
| Annual Director RSU grant | Service completion only (time-based) | 11,528 RSUs granted for 2024–2025 cycle; vest conditional on full performance of services in the annual meeting cycle |
| Grant timing | RSU award date and filing | RSUs awarded on July 19, 2024; Form 4 filed July 24, 2024 |
| Options | None disclosed for Reed | Director options disclosed only for Board Chair (Hughes); none for Reed |
No performance metrics (revenue/EBITDA/TSR) are attached to director equity awards; vesting is service-based for annual RSUs .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None listed for Reed |
| Committee interlocks | None—Compensation Committee members are independent; no executive officers serving on other boards/comp committees with reciprocal relationships |
Expertise & Qualifications
- Certified Fraud Examiner (since April 2018), AML/CFT advisor; deep financial crimes and cybersecurity coursework .
- Executive programs: Columbia Business School; Georgetown Congressional Fellow .
- Degrees: MBA (Champlain), MA (Northern Arizona), BA (Indiana); U.S. Marine Corps veteran .
- Board-relevant skills: investigative oversight, risk analysis, financial literacy; strategic and operational experience in fraud/corruption and public policy .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Breakdown |
|---|---|---|---|
| Chris Lavern Reed | 53,570 | <1% | 42,042 shares owned directly ; 11,528 RSUs vesting within 60 days of June 9, 2025 |
| Previously vested RSUs (settled) | 21,918 units | — | Vested and settled prior to fiscal year end |
- Hedging/pledging: Insider Trading Policy prohibits hedging and holding company securities in margin accounts; pre-clearance required for trades and 10b5-1 plans . No pledging by Reed disclosed; proxy reports only a related-party sublease with CEO (no Reed-related transactions) .
Insider Trades
| Date (Filed) | Transaction | Detail |
|---|---|---|
| Jul 24, 2024 | Form 4 (award) | Reported RSU grant awarded Jul 19, 2024 to Reed as part of director compensation |
Governance Assessment
- Board effectiveness: Reed’s leadership of the Compensation Committee advanced pay-for-performance rigor (formulaic STI metrics, elimination of time-based options, expanded clawback coverage and shareholder engagement) and negotiated a performance-only CEO equity program—positive alignment signals .
- Independence and attendance: Independent director with perfect committee attendance rates cited for Audit (2024), Compensation (2023), and N&G (2024); overall board attendance above 75%—strong engagement .
- Compensation mix and ownership: Material RSU component ties director compensation to ongoing service; Reed’s direct and RSU holdings provide alignment, albeit with <1% ownership—appropriate for an independent director .
- Conflicts and red flags: No related-party transactions involving Reed disclosed; company prohibits hedging/margin accounts; one late Section 16 Form 4 noted for RSU award reporting (administrative), not suggestive of material compliance issues .
- Shareholder signals: 2024 Say-on-Pay passed with ~94% support, reflecting investor approval of compensation direction under Reed’s committee leadership .
Overall, Reed’s profile supports investor confidence in board oversight of compensation and risk, with tangible reforms to strengthen pay-for-performance, high committee attendance, and no disclosed conflicts. The minor late Form 4 filing is a process blemish but not a governance red flag .
