Leonard Elmore
About Leonard Elmore
Leonard Elmore (age 73) is an independent director of Byrna Technologies, serving since December 2021. He chairs the Nominating & Governance Committee and is a member of the Audit Committee, the Product Safety Committee, and the Succession Planning Subcommittee. Elmore holds a J.D. from Harvard Law School and a B.A. from the University of Maryland; his background spans legal practice, public company board service, executive leadership, and academia, bringing financial literacy and ESG oversight experience to Byrna’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dreier LLP | Partner (Attorney) | Prior to Dewey & LeBoeuf (dates not specified) | — |
| LeBoeuf, Lamb, et al. (Dewey & LeBoeuf) | Senior Counsel | Prior to Dreier LLP (dates not specified) | — |
| King’s County (Brooklyn) District Attorney | Assistant District Attorney | Early legal career (dates not specified) | — |
| iHoops (NCAA/NBA youth basketball) | Chief Executive Officer | Prior period (dates not specified) | — |
| Test University | President | Prior period (dates not specified) | — |
| BIG Ten Network | Broadcast Analyst | Since Nov 2020 | — |
| Columbia University School of Professional Studies | Senior Lecturer in Discipline (Sports Management) | Since Aug 2018 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1-800-Flowers.com (FLWS) | Director; Chair, Nominating & Corporate Governance | Since Oct 2020 | Governance leadership at FLWS |
| Lee Enterprises (LEE) | Director; Audit Committee member | 2007–Feb 2020 | Audit oversight |
| Knight Commission on Intercollegiate Athletics (John & James L. Knight Foundation) | Co-Chair; Chair, Racial Equity Task Force; Leadership Committee member | Over a decade | Public interest initiatives (education, health, safety, diversity) |
| Univ. of Maryland Merrill School of Journalism | Board of Advisors, Shirley Povich Center | Ongoing | Advisory role |
Board Governance
- Committee assignments at Byrna: Chair, Nominating & Governance; member, Audit; member, Product Safety; member, Succession Planning Subcommittee .
- Independence: Board determined Elmore is independent under Nasdaq rules; Byrna’s audit, compensation, and governance committees are fully independent .
- Attendance: Audit Committee—each current member (including Elmore) attended 100% of meetings in FY2024; in FY2022, each director attended at least 75% of board and committee meetings; Audit Committee members attended 100% of meetings in FY2022 .
- Governance impact: Instrumental in transition to an independent Chair, restructuring Compensation Committee responsibilities, improving board self-evaluation, adopting clawback policy, and advancing ESG policies (Speak Up culture, anti-child labor/human trafficking, gender identity nondiscrimination, stockholder communication) .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Fees earned or paid in cash ($) | $55,000 | $60,000 | $63,958 |
| Stock-based awards ($) | $117,823 | $80,000 | $110,669 |
| Total ($) | $165,000 | $140,000 | $174,627 |
| Director base compensation program changes | Board comp increased to $135,000 per annum (equity portion $80,000 RSUs) in FY2022; stipends established/maintained; Independent Chair stipend introduced | — | Raised to $145,000 (cash $62,000 + RSUs $83,000) in July 2024; chair stipends raised 7% retroactive to one-year anniversary of 2023 annual meeting |
Performance Compensation
| Award Cycle | RSU Units Granted | Vesting Terms | Notes |
|---|---|---|---|
| End FY2021–2022 Annual Meeting (pro rata) | 3,409 | Service through period | Pro rata equity for transition to annual meeting cycle |
| 2022–2023 Annual Meeting cycle | 9,091 | Service through cycle | Time-based RSUs; no performance metrics disclosed |
| 2023–2024 Annual Meeting cycle | 21,918 | Service through cycle | Time-based RSUs; includes chair stipend units for Chair of Board (not Elmore) |
| 2024–2025 Annual Meeting cycle | 11,528 | Service through cycle | Time-based RSUs; no performance metrics disclosed |
No director performance-based metrics (e.g., TSR, EBITDA, ESG scorecards) are disclosed for Elmore’s director equity awards; they vest based on service during the board cycle .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Potential Conflicts |
|---|---|---|---|
| 1-800-Flowers.com (FLWS) | Director | Chair, Nominating & Corporate Governance | No Byrna competitor/supplier/customer interlock disclosed |
| Lee Enterprises (LEE) | Former Director | Audit Committee | Historical role; no current interlock |
| Board Overboarding | — | — | Byrna proxies state none of the directors serve on more than one other public company board (reduces overboarding risk) |
Expertise & Qualifications
- Legal and governance: Harvard-trained attorney; experience as partner/senior counsel; audit and governance committee service at other public companies; high degree of financial literacy .
- Public interest/ESG: Knight Commission co-chair; leadership in racial equity and athlete safety; ESG policy development at Byrna .
- Media and stakeholder communications: Professional commentator; public relations experience .
- Academia and sports management: Columbia University Senior Lecturer; former professional athlete; broad stakeholder perspective .
Equity Ownership
| As-of Date | Beneficial Shares | Percent of Class | Composition |
|---|---|---|---|
| Mar 10, 2023 | 3,409 | <1% | — |
| Sep 30, 2024 | 34,418 | <1% | 12,500 common + 21,918 vested RSUs pending settlement |
| Jun 9, 2025 | 45,946 | <1% | 34,418 common + 11,528 RSUs vesting within 60 days |
- Hedging/pledging: Insider Trading Policy prohibits hedging, margin accounts, and use of company securities as collateral without prior approval; all trades require pre-clearance; Rule 10b5-1 plans subject to cooling-off and blackout restrictions .
- No pledging disclosed for Elmore in ownership tables/footnotes .
Governance Assessment
- Independence and committee leadership: Elmore is independent and chairs Governance while serving on Audit, Product Safety, and Succession—strengthening oversight breadth and succession planning rigor .
- Engagement and attendance: 100% Audit Committee attendance in FY2024 and strong board engagement historically (facility tours, executive sessions) supports active oversight .
- Compensation alignment: Director pay mixes cash with time-based RSUs; absence of performance metrics for director equity is typical but offers limited pay-for-performance linkage for directors .
- Pay structure changes: Board raised director base compensation to $145,000 and increased chair stipends by 7% retroactively in 2024—transparent disclosure but retroactivity can be a modest governance sensitivity; FW Cook involvement indicates independent benchmarking .
- Controls and risk mitigators: Adoption of clawback policy; stringent insider trading controls (preclearance, blackout plans, hedging/margin prohibitions) reduce conduct risk and enhance investor confidence .
- Related-party and interlocks: No related-party transactions disclosed involving Elmore; current external board (FLWS) unrelated to Byrna’s industry, reducing conflict risk .
- Diversity and board composition: Board emphasizes diverse, independent leadership; Elmore’s ESG-oriented background adds perspective to stakeholder and product safety oversight .
RED FLAGS to monitor
- Retroactive increases in director compensation/stipends (July 2024) warrant ongoing scrutiny versus performance and peer benchmarks .
- Director equity is time-based (service), not performance-based; ensure committee outcomes and governance impact continue to substantiate RSU value .
Positive signals
- Strong committee coverage (Audit, Governance chair, Product Safety, Succession), 100% Audit attendance, and documented governance reforms (independent Chair, ESG/clawback policies) support board effectiveness .
