Emily Rooney

About Emily Rooney

Emily Rooney (age 75) has served as an independent director of Byrna Technologies since October 1, 2021. She chairs the Product Safety Committee and serves on the Nominating & Corporate Governance Committee and its Succession Planning Subcommittee; she previously served on the Audit Committee (Oct 2021–Jun 2022) and an Ad Hoc committee overseeing the establishment of the stock repurchase program (2021–2022) . Rooney brings 40+ years of investigative journalism and executive production experience (WGBH’s “Beat the Press,” “Greater Boston,” Fox News Political Director, Executive Producer of ABC’s World News Tonight) and holds a B.A. from The American University, Washington, D.C. .

Past Roles

Organization	Role	Tenure	Committees/Impact
WGBH – “Beat the Press”	Executive Editor & Host	Dec 1998–Sep 2021	Led Emmy-winning program examining media coverage; investigative focus relevant to product safety and public sentiment .
WGBH – “Greater Boston with Emily Rooney”	Creator, Executive Editor & Host	Jan 1997–Dec 2014	Oversaw content and budgets; communications and oversight experience transferable to board work .
Fox News (NY)	Political Director	Prior to WGBH roles	Managed political coverage; oversight of multimillion-dollar budgets .
ABC – World News Tonight	Executive Producer	Prior to WGBH roles	Executive leadership and large-scale operations experience .
Muddhouse Media	Producer, “Beat the Press” podcast	Since Oct 1, 2021	Ongoing media engagement; maintains networks relevant to strategy and reputation .

External Roles

Organization	Role	Tenure	Committees/Impact
Public company boards	None disclosed	—	Proxy summaries show no other public boards for Rooney .

Board Governance

Committee assignments: Product Safety Committee (Chair); Nominating & Corporate Governance Committee; Succession Planning Subcommittee. Prior service: Audit Committee (Oct 2021–Jun 2022); Ad Hoc committee for stock repurchase program (2021–2022) .
Independence: Determined independent under Nasdaq Rule 5605(a)(2); Board is 80% independent; all committee chairs independent; Product Safety includes independent directors .
Attendance/engagement: Nominating & Governance Committee members (including Rooney) had 100% attendance in fiscal 2024; independent directors held multiple executive sessions with and without management/auditors in FY2023 .
Product safety oversight: Under Rooney’s leadership, management undertook comprehensive product safety reviews, updated protocols (including third-party testing), launched employee training and an online product operation resource .
Clawback/insider trading policies: N&G recommended changes adopted by the Board, including an updated Insider Trading Policy (10b5-1 compliance) and a new Clawback Policy aligned with SEC/Nasdaq regulations .

Fixed Compensation

Fiscal Year	Fees Earned (Cash, $)	Stock-Based Awards (RSUs, $)	Total ($)
FY2022	57,291	110,000	167,291
FY2023	60,000	80,000	140,000
FY2024	63,958	110,669	174,627

Board compensation framework: Base annual board compensation increased from $135,000 to $145,000 in July 2024 (retroactive to 2023 meeting anniversary), comprising $62,000 cash and $83,000 in RSUs; committee chair and chairman stipends rose by 7% .
Committee chair stipends: Audit Chair $10,000; Compensation Chair $7,500; Nominating & Governance Chair $5,000; Product Safety Chair $5,000; Independent Chair additional cash and RSU stipend ($30,000 each at establishment) .

Performance Compensation

Element	Grant/Units	Vesting/Terms	Notes
RSUs (FY2022–FY2023 cycle)	9,091 units (standard cycle); plus pro rata 646 units for service from appointment through FY2021	Vesting conditional on full performance through annual meeting cycle	Part of $80,000 RSU portion; pro rata 3,409 units also awarded for transition to meeting-cycle compensation .
RSUs (FY2023–FY2024 cycle)	21,918 units	Service-vesting over annual meeting cycle	Standard director equity portion; units for independent directors .
RSUs (FY2024–FY2025 cycle)	11,528 units	Service-vesting over annual meeting cycle	Standard director grant to independent directors .
Stock options	None outstanding for Rooney	—	2022 proxy shows no director options; 2024 footnote references options only for Hughes (not Rooney) .

Performance metrics: No performance-linked metrics disclosed for non-employee director equity; RSUs vest based on service over the annual meeting cycle .

Other Directorships & Interlocks

Person	Other Public Boards	Potential Interlocks
Emily Rooney	None disclosed	None disclosed with Byrna’s competitors/customers/suppliers .

Expertise & Qualifications

Investigative journalism, executive production, and political/media analysis; overseen multimillion-dollar budgets at Fox News and ABC .
Product safety oversight experience, including protocols, training, third-party verification; supports governance and operational risk control .
Education: B.A., The American University (Washington, D.C.) .
Board contribution: Deep understanding of politics, culture, media, and public sentiment beneficial to strategy and marketing oversight .

Equity Ownership

Date (Record)	Shares Beneficially Owned	Percent of Class	Notes
Jun 9, 2025	49,092	<1%	Based on 22,678,469 shares outstanding .
Sep 30, 2024	35,064	<1%	Based on 22,488,220 shares outstanding .
Mar 10, 2023	4,055	<1%	Based on 21,866,209 shares outstanding .

Unvested/Settled RSUs at FY-End	Units	Status
FY2022	12,500 outstanding RSUs	Unvested at FY-end 2022 .
FY2023	21,918 unvested RSUs	Unvested at FY-end 2023 .
FY2024	11,528 unvested RSUs; 21,918 RSUs had vested and were subsequently settled	Reflects 2024–2025 cycle grant and settlement of prior cycle .

Pledging/hedging: Insider Trading Policy prohibits hedging, short sales, derivative trades, margin accounts, and use of company securities as collateral without prior written approval; all trades require preclearance and adherence to blackout windows .
Ownership guidelines: No director stock ownership guidelines disclosed in the cited sections; not addressed in retrieved proxy excerpts.

Governance Assessment

Strengths: Independent status; chairing Product Safety; 100% committee attendance in FY2024 for N&G; active oversight resulting in enhanced protocols and training; presence of robust Insider Trading and Clawback policies; board-wide commitment to independent leadership of committees .
Alignment: Equity grants in RSUs provide ongoing service-based ownership; Rooney’s beneficial ownership climbed from 4,055 (Mar 2023) to 49,092 (Jun 2025), supporting increasing alignment, though absolute ownership remains <1% .
Compensation structure: Director pay mix balanced between cash and RSUs; recent increase to base board compensation and stipends benchmarked via FW Cook suggests responsiveness to market data, with continued use of RSUs rather than options for directors .
Shareholder engagement: Compensation Committee initiatives (formulaic STIP, performance-based CEO equity, LTI program review, expanded outreach) indicate governance responsiveness to investor/proxy advisor feedback; positive signal for board effectiveness even though these changes primarily affect executives .
RED FLAGS:
- Minor Section 16 timeliness issue: Form 4s for RSU awards on July 19, 2024 were filed July 24, 2024 (reported under “Delinquent Section 16 Reports”) .
- No explicit director ownership guidelines disclosed and modest absolute shareholding (<1%) may be viewed as a weaker “skin-in-the-game” signal despite upward trend .
Conflicts/related parties: No arrangements/understandings for director selection; no family relationships; no related-party transactions involving Rooney disclosed in the cited sections .

Insider Trades (disclosed in proxy)

Date	Filing	Transaction	Notes
Jul 24, 2024	Form 4	RSU award reported (grant date Jul 19, 2024)	Reported under “Delinquent Section 16 Reports” for timing; aligns with 11,528-unit 2024–2025 director cycle grant .