Herbert Hughes
About Herbert Hughes
Herbert Hughes (age 65) has served on the Byrna board since July 9, 2019; he became Lead Independent Director in December 2021 and was elected independent Board Chair on June 17, 2022. He chairs the Audit Committee as its designated “audit committee financial expert,” sits on the Compensation and Nominating & Governance Committees, and chairs the board’s Succession Planning Subcommittee. He has 30+ years of experience in finance, risk management, operations, and derivatives modeling; he has been CFO of Wormhole Labs Inc. since March 2017; he holds a B.A. from Harvard and is a member of the Minnesota Chippewa Tribe and the National Congress of American Indians. The board affirms his independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Byrna Technologies (BYRN) | Independent Director | Director since Jul 9, 2019 | Independent under Nasdaq; longest-tenured independent director |
| Byrna Technologies (BYRN) | Lead Independent Director | Dec 2021 – Jun 16, 2022 | Led independent director sessions; supported board independence |
| Byrna Technologies (BYRN) | Board Chair (Independent) | Jun 17, 2022 – Present | Separated Chair/CEO roles; improved information flow, board efficiency, and shareholder engagement |
| Byrna Technologies (BYRN) | Audit Committee Chair & Financial Expert | 2019 – Present | Oversaw elimination of material weaknesses; established robust financial and enterprise risk oversight program; 100% committee attendance FY2024 |
| Byrna Technologies (BYRN) | Compensation Committee Member | 2021 – Present | 100% committee attendance FY2023 |
| Byrna Technologies (BYRN) | Nominating & Governance Committee Member; Chair, Succession Planning Subcommittee | 2024 – Present | 100% committee attendance FY2024; emergency and long‑term succession oversight |
| Byrna Technologies (BYRN) | Chair, Ad Hoc Committee (Stock Repurchase Program) | 2021 – 2022 | Oversaw establishment of share repurchase program |
| Wormhole Labs Inc. | Chief Financial Officer | Mar 2017 – Present | Metaverse technology firm; finance leadership |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Other current public company boards | None listed | — | No other current public company directorships shown for Hughes in proxy summary |
| National Congress of American Indians | Member | n/a | Membership disclosed in director biography |
Board Governance
- Independence and leadership: Hughes is an independent director under Nasdaq rules; he has served as independent Board Chair since June 2022, following prior service as Lead Independent Director. The board believes separating the Chair and CEO roles enhances independence and oversight.
- Committee roles: Audit Chair and financial expert; member, Compensation; member, Nominating & Governance; Chair, Succession Planning Subcommittee.
- Attendance and engagement: Audit Committee members (including Hughes) had 100% attendance in FY2024; Compensation Committee members had 100% attendance in FY2023; Nominating & Governance Committee members had 100% attendance in FY2024. Each director attended at least 75% of combined board/committee meetings; the board held three meetings in FY2024.
- Executive sessions: Independent directors held two stand‑alone executive meetings, two executive sessions after board meetings, and one with auditors following Audit Committee meetings in FY2024; independent directors also held three executive sessions without management in conjunction with full board/Audit meetings.
- Audit Committee report: The FY2024 Audit Committee report recommending inclusion of audited financials in the 10‑K was submitted by Chair Herbert Hughes.
Fixed Compensation
| Component | Structure/Amount | Effective Period | Notes |
|---|---|---|---|
| Annual base retainer (board) | $110,000 (50% cash + restricted equity) | FY2021 basis | Legacy structure |
| Committee Chair stipends | Audit $10,000; Compensation $7,500; Nominating & Governance $5,000 | FY2021 basis | Legacy stipends |
| Base retainer (shift to annual meeting cycle) | $135,000 per annum; equity portion $80,000 in RSUs | Adopted in FY2022 | Cycle changed to annual meeting basis; peer-informed |
| Added stipends (new roles) | Product Safety Chair $5,000; Independent Board Chair $30,000 cash + $30,000 RSUs | FY2022 | New positions |
| Retainer increase | $145,000 total: $62,000 cash + $83,000 RSUs; +7% to chair and Chair stipends; retroactive to one‑year anniversary of 2023 annual meeting | Jul 2024 | Current structure |
| FY2024 director compensation (Hughes) | Cash fees: $100,762; Stock‑based awards: $154,666; Total: $255,428 | FY2024 | Includes Board Chair stipend |
Performance Compensation
| Equity Instrument | Grant/Units | Vesting/Terms | Notes |
|---|---|---|---|
| RSUs (annual director grant) | 11,528 units for 2024–2025 cycle | Vesting conditional on full performance of services during cycle | Standard non‑employee director equity |
| RSUs (Board Chair stipend) | 4,583 units for 2024–2025 cycle | Vesting conditional on completion of Board Chair service for cycle | Chair‑only stipend |
| Options (outstanding at FY2024 year‑end) | 17,500 options | Exercisable at $1.90 per share | Legacy option holdings |
| Unvested RSUs at FY2024 year‑end | 16,111 units | Future vesting per service terms | — |
| Previously vested RSUs settled | 30,137 units (settled) | — | — |
No performance metrics (e.g., revenue/EBITDA/TSR) are tied to non‑employee director compensation; RSUs vest based on service during the board cycle.
Other Directorships & Interlocks
| Topic | Disclosure | Detail |
|---|---|---|
| Other current public company boards | None listed for Hughes | Proxy summary table shows no other public boards for Hughes |
| Compensation Committee interlocks | None | Company discloses no interlocks or insider participation for Compensation Committee members (includes Hughes) |
| External executive roles among directors | None | “None of our Non‑Employee Directors Serve as an Executive Officer of a Public Company” |
Expertise & Qualifications
- Audit committee financial expert under Item 407(d)(5); extensive background in finance, risk management, operational management, and derivatives modeling.
- CFO experience at Wormhole Labs since March 2017; B.A., Harvard University.
- Governance leadership: first independent Board Chair at Byrna; prioritized shareholder engagement; improved information flow and board effectiveness; led establishment of Search and Succession committee.
- Diversity: member of the Minnesota Chippewa Tribe and the National Congress of American Indians.
Equity Ownership
| Category | Amount/Detail |
|---|---|
| Shares owned directly | 135,226 shares |
| RSUs vesting within 60 days of Jun 9, 2025 | 16,111 shares underlying RSUs |
| Options outstanding | 17,500 options exercisable at $1.90 |
| Unvested RSUs at FY2024 year‑end | 16,111 units |
| Previously vested RSUs (settled) | 30,137 units |
Governance Assessment
- Board effectiveness: As independent Board Chair and Audit Committee Chair/financial expert, Hughes has emphasized improved information flow, risk oversight, and shareholder engagement; the Audit Committee under his leadership oversaw elimination of material weaknesses and strengthened enterprise risk oversight. Committee attendance is robust (100% across Audit FY2024, Compensation FY2023, and Nominating & Governance FY2024).
- Independence and engagement signals: Confirmed independent under Nasdaq rules; separation of Chair/CEO roles; frequent executive sessions of independent directors and with auditors; active role interfacing with investors on compensation topics.
- Compensation alignment: Non‑employee director pay mixes cash retainers with service‑vested RSUs (including a Chair stipend in cash and RSUs). FY2024 total compensation for Hughes was $255,428 (cash $100,762; stock $154,666), and he maintains equity exposure via shares, RSUs, and legacy options—supporting alignment through ownership.
- Potential risk indicators to monitor:
- Concentration of oversight roles: Hughes concurrently serves as independent Board Chair and Audit Committee Chair, which consolidates leadership and financial oversight in a single director. Investors may monitor this structure alongside strong committee attendance and independence practices.
- Related‑party transactions: The proxy’s related‑party section highlights a sublease with the CEO’s entity; no Mr. Hughes‑related transactions are identified in that section.
