TJ Kennedy

About TJ Kennedy

TJ Kennedy is a non-employee director appointed to Byrna Technologies’ Board on September 4, 2025 (age 53). He is the CEO of Fractional Source and a veteran operator in public safety and wireless technologies, with prior CEO roles at Wrap Technologies (NASDAQ: WRAP) and Qumu, and earlier leadership at FirstNet, the U.S. first responder broadband authority. He holds a B.S. in Health Promotion & Education (University of Utah) and an MBA (Johns Hopkins University). Independence determination and committee assignments were not disclosed at appointment and are typically addressed in the next proxy filing .

Past Roles

External Roles

Board Governance

• Appointment and status: Appointed to Byrna’s Board on Sept 4, 2025; compensation to follow Byrna’s standard non‑employee director program. Independence and committee assignments were not specified at appointment; no related‑party transactions were disclosed in connection with his appointment .
• Byrna board context (FY2024/2025): As of the 2025 proxy, 4 of 5 directors were independent; all committee chairs were independent; committees include Audit, Compensation, Nominating & Governance (plus Succession subcommittee), and Product Safety. Attendance in FY2024: each director attended ≥75% of combined board/committee meetings; Audit and Nominating & Governance reported 100% attendance for members. Executive sessions of independent directors are held regularly .
• Director engagement cadence: Board met three times in FY2024 (plus actions by consent) with facility visits and management engagement; committees met throughout the year (Audit 4x, Compensation 6x, N&G/Succession 3x, Product Safety 2x) .
• Policies underpinning governance: Insider Trading Policy requires pre‑clearance, prohibits hedging (options/derivatives) and margin accounts; Clawback Policy compliant with Nasdaq for incentive‑based compensation recovery (primarily executives) .

Fixed Compensation

Notes: The 8-K states Mr. Kennedy will be compensated consistent with Byrna’s standard non‑employee director program; actual grant timing/size (e.g., pro‑rata equity for joining mid‑cycle) was not disclosed at appointment .

Performance Compensation

• Byrna does not disclose performance‑based compensation for non‑employee directors; director equity is service‑based RSUs. No director performance metrics are used for director pay determination .

Other Directorships & Interlocks

No arrangements or related‑party transactions involving Kennedy exceeding $120,000 were disclosed at appointment; none were proposed .

Expertise & Qualifications

• Public safety and mission‑critical communications leadership: Led FirstNet’s nationwide public safety broadband build (30,000+ agencies; ~7 million connections) .
• Go‑to‑market and scaling in public safety tech: Expanded WRAP’s less‑lethal device adoption to nearly 1,000 agencies across 59 countries .
• Governance and board experience across public, private, and public‑sector entities; advisory role in public safety communications .
• Education: B.S. (University of Utah) and MBA (Johns Hopkins University) .

Equity Ownership

• Beneficial ownership: Mr. Kennedy joined the Board after the June 9, 2025 record date for the latest proxy ownership table; thus he does not appear in the June 9, 2025 beneficial ownership table .
• Expected director equity: New directors follow standard non‑employee RSU program; exact RSU grant for Mr. Kennedy was not disclosed at appointment .
• Hedging/pledging: Byrna’s Insider Trading Policy prohibits hedging and holding company stock in margin accounts; all covered persons (including directors) require pre‑clearance for trades .

Governance Assessment

• Positives

  • Deep domain expertise in less‑lethal public safety, mission‑critical networks, and scaling adoption—aligned with Byrna’s strategic channels in consumer, private security, and law enforcement .
  • Standard non‑employee director pay structure with balanced cash/equity and transparent RSU grants; Board/committee chair roles receive disclosed stipends .
  • No related‑party transactions disclosed; appointment free of special arrangements or family relationships .
  • Strong board‑level governance architecture: majority‑independent board (as of 2025 proxy), independent committee chairs, regular executive sessions; robust insider trading and clawback policies .
  • Investor alignment signals: Say‑on‑pay support was ~94% (2024) and ~82% (2023), reflecting responsiveness to shareholder feedback on pay practices .

• Watch items / potential red flags

  • Industry overlap: Prior WRAP leadership in less‑lethal devices creates perceived overlap; while no current WRAP role is disclosed, monitor for stock holdings, consulting, or advisory ties in future. No related‑party transactions disclosed at appointment .
  • Independence and committees pending: Independence status and committee assignments were not specified at appointment; confirmation expected in the next proxy. Until assigned, direct influence on Audit/Comp/Governance/Product Safety oversight is unknown .
  • Attendance/engagement: No attendance data yet for Mr. Kennedy; board reported strong attendance for FY2024 but predates his tenure .

Overall view: Kennedy brings highly relevant public safety and scaling expertise that can strengthen Byrna’s oversight and go‑to‑market strategy, with no disclosed conflicts or related‑party transactions. Key next disclosures to track are independence designation, committee placement (Product Safety and/or Nominating & Governance would leverage his background), and initial Form 4 filings reflecting RSU grants and any open‑market purchases .

Appendix: Byrna Director Program Snapshot (for context)