Luan Pham
About Luan Pham
Luan Pham, age 54, is Byrna’s Chief Marketing and Revenue Officer (CMRO), having joined as CMO on January 18, 2021 and elevated to CMRO in April 2021. He previously led marketing and revenue at Laird Superfood (2017–2020), headed marketing at Condé Nast’s Golf Digest (from 2012), and served as Senior Director of Marketing for Golf & Tennis at Ralph Lauren; he holds a B.A. from California State University, Fullerton . Compensation-linked performance for FY2024 used a formulaic STI scorecard (60% financial, 40% strategic) with metrics in revenue (50%), adjusted EBITDA (25%) and gross margin (25%); Pham’s payout was 150% of target, while FY2023 payouts emphasized strategic execution amid an industry advertising ban and acknowledged negative TSR considerations at the CEO level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Laird Superfood, Inc. | Chief Revenue and Marketing Officer | 2017–2020 | Led growth-focused marketing/revenue functions for plant-based products |
| Condé Nast – Golf Digest | Head of Marketing | 2012–2017+ | Directed brand and audience strategy in premium media |
| Ralph Lauren | Senior Director of Marketing (Golf & Tennis) | Prior to 2012 | Drove category marketing and brand positioning in sports verticals |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 300,000 | 300,000 | 318,333 |
| Target Bonus (% of Base) | 75% | 75% | 75% |
| Actual Bonus Paid ($) | 112,500 | 225,000 | 360,000 |
| Stock Awards ($) | 39,551 | — | 49,819 |
| Option Awards ($) | 454,936 | 212,388 | 204,960 |
| Other ($) | 27,142 | 0 | 0 |
| Total ($) | 934,129 | 737,388 | 933,112 |
Performance Compensation
| Year | Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|---|---|
| FY2024 | Short-Term Incentive (STI) | Revenue | 50% | Pre-set threshold to max; specific targets not disclosed | Achieved scorecard resulting in max payout | 150% of target | Paid after fiscal year-end |
| FY2024 | Short-Term Incentive (STI) | Adjusted EBITDA | 25% | Pre-set threshold to max; specific targets not disclosed | Achieved scorecard resulting in max payout | 150% of target | Paid after fiscal year-end |
| FY2024 | Short-Term Incentive (STI) | Gross Margin | 25% | Pre-set threshold to max; specific targets not disclosed | Achieved scorecard resulting in max payout | 150% of target | Paid after fiscal year-end |
| FY2024 | Short-Term Incentive (STI) | Strategic Objectives | 40% (overall STI includes 60% financial/40% strategic) | Non-financial objectives incl. risk management and human capital | Achieved | 150% of target | Paid after fiscal year-end |
| FY2023 | Short-Term Incentive (STI) | Strategic Execution | N/A (financial metrics not set due to ad ban) | Develop new marketing strategy amid weapons ad ban | Successful implementation evidenced by Q4’23 revenue rebound (approx. +120% seq., +33% YoY domestic) | 100% of target for non-CEO execs | Paid after fiscal year-end |
| 4/18/2021 grant | RSUs (Time-based) | Continued Employment | — | Cliff vest at 4/18/2024 | Vested in full (50,000 units) | — | Vested 4/18/2024 |
| 4/18/2021 grant | RSUs (Performance-based) | 20-day VWAP $30 | — | Must meet price trigger by 4/18/2024 and be employed | Partially forfeited (25,000 forfeited with 2022 option exchange; remainder forfeited at end date) | — | Forfeited 4/18/2024 |
| 4/18/2021 grant | RSUs (Performance-based) | 20-day VWAP $40 | — | Must meet price trigger by 4/18/2024 and be employed | Forfeited (entire tranche in 2022 option exchange) | — | Forfeited |
| 3/23/2022 grant | RSUs (Time-based) | Continued Employment | — | End date | All units vested 4/18/2024 (5,000) | — | Vested |
| 3/23/2022 grant | RSUs (Performance-based) | 20-day VWAP $30 | — | Must meet price trigger by end date | Forfeited 4/18/2024 | — | Forfeited |
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (shares) | % of Class | Composition Notes |
|---|---|---|---|
| Sep 30, 2024 | 128,047 | <1% | Includes 52,631 shares owned and options exercisable into 75,416 shares within 60 days |
| Jun 9, 2025 | 126,715 | <1% | Includes 19,148 shares owned and options exercisable into 107,567 shares within 60 days; total company shares outstanding 22,678,469 |
| Outstanding Equity (as of Nov 30, 2024) | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Options (grant 3/23/2022) | 68,750 | 13,750 | 9.23 | 03/23/2032 (quarterly vesting through Mar 1, 2025) |
| Stock Options (grant 12/8/2022) | 6,666 | 26,667 | 8.96 | 12/08/2032 (back-weighted: 20% yr1, 30% yr2, 50% yr3) |
| Equity Incentive Options (grant 1/28/2024) | — | 42,000 unearned | 6.89 | 01/28/2034 |
| Unvested Earned RSUs | 20,000 | — | — | Market value $386,600 (at $19.33 closing price) |
| Assigned RSUs from CEO’s 12/5/2023 award | 20,000 | — | — | Assigned to Pham; CEO’s performance hurdles met; time vesting runs to 8/31/2026 |
- Hedging/margin and pledging policy: Byrna prohibits hedging (puts/calls/derivatives) and holding company stock in margin accounts; pledging company securities as collateral requires prior written approval of a Compliance Officer .
- Rule 10b5-1 trading plan: Pham adopted a 10b5-1 plan on November 7, 2024 to sell up to 33,483 shares between February 12, 2025 and December 31, 2025, subject to conditions .
Employment Terms
- Offer letter and role evolution: Pham joined as CMO on Jan 18, 2021 with base salary $225,000, eligibility for discretionary bonus, and 150,000 RSUs with cliff vesting tied to time and stock price (VWAP triggers of $30 and $40); in April 2021 his salary increased to $275,000 with commission-based pay, and in January 2022 he became CMRO with salary increased to $300,000 and an STI target of 75% (replacing commissions) .
- RSU grant details: 4/18/2021 grant included 50,000 time-based RSUs that vested 4/18/2024; the performance-based tranches were forfeited due to unmet price triggers and partial exchange for options; 3/23/2022 included 5,000 time-based RSUs (vested) and 2,500 performance-based RSUs (forfeited) .
- Executive Severance Plan (effective July 29, 2025): Pham designated Tier 2. If terminated without Cause or resigns for Good Reason absent a change in control (Qualifying Termination), benefits include: 1.0x base salary paid monthly and 12 months COBRA reimbursements; previously earned unpaid bonus is paid . Following a change in control (Qualifying CIC Termination within 12 months), benefits include: 1.5x the sum of base salary and target bonus paid in a lump sum, 18 months COBRA reimbursement, plus full acceleration of outstanding time-based equity and performance-based equity deemed achieved at target; options/SARs remain exercisable for full term .
- Clawback: Nasdaq-compliant clawback policy requires recovery of incentive-based compensation following certain restatements; executives have signed agreements to comply .
Investment Implications
- Pay-for-performance alignment: STI moved to a formulaic scorecard in FY2024 with clear financial weights and strategic objectives, and target STI for Pham set at 75% of salary; his 150% payout reflects execution against revenue, EBITDA, and gross margin targets, strengthening alignment of compensation with business performance .
- Vesting and potential selling pressure: Significant option holdings with tranches vesting through March 2025 and a 10b5-1 plan to sell up to 33,483 shares in 2025 introduce potential insider selling supply; unvested earned RSUs (20,000) tied to time vesting through August 31, 2026 support retention .
- Change-of-control protection: Tier 2 CIC severance of 1.5x salary+target bonus with accelerated vesting mitigates retention risk during M&A; absence of 280G gross-up and use of cutback reduces shareholder-unfriendly economics .
- Ownership alignment: Pham’s beneficial ownership is <1% but includes a meaningful option position; Byrna’s prohibition on hedging/margin accounts and restricted pledging supports alignment and reduces governance risk .
- Performance track record: Compensation Committee cited measurable marketing strategy success in late FY2023 (Q4 revenue rebound) amid industry advertising constraints; FY2024’s formal scorecard further ties variable pay to financial performance, a positive indicator for execution .
