Gregg C.E. Johnson
VirTraAbout Gregg C.E. Johnson
Independent director of VirTra since November 2022; age 60. Law degree from Osgoode Hall Law School (1988) and admitted to practice in Alberta (1989). Background spans corporate compliance and senior management at high‑growth companies, including CEO roles and capital markets advisory; he advised VirTra’s board on its successful NASDAQ listing and served on VirTra’s Advisory Board prior to joining the board . Additional education disclosed by VirTra: BA in Economics & Political Science (Red Deer Polytechnic); LL.B/J.D. (York University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Serenus Global Inc. | Director and Chief Executive Officer | Oct 2021 – Feb 2024 | Led growth in controlled substances sector |
| Upeva, Inc. | Chief Executive Officer | Jan 2017 – Nov 2021 | Capital markets advisory, M&A, NASDAQ compliance; seconded to Harvest Health & Recreation go‑public on CSE |
| VirTra | Advisory Board member; primary advisor on NASDAQ listing | Pre‑board (dates not specified) | Advised listing and governance processes |
| Vivos Biotechnologies/Therapeutics (NASDAQ: VVOS) | Corporate Secretary and Director | May 2016 – Mar 2018 | Early public company development; later periods as director (Dec 2019–May 2020) disclosed by VirTra site |
External Roles
| Company | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Vivos Therapeutics (NASDAQ: VVOS) | Director; Corporate Secretary | Public | Jul 2016–Mar 2018; Director again Dec 2019–May 2020 | Board interlock is prior, not current |
| Serenus Global/Therapeutics | CEO; Director | Private | 2021–2024 | Controlled substances company |
| Upeva, Inc. | CEO | Private | 2017–2021 | Strategic consulting; oversaw Harvest Health & Recreation listing on CSE |
Board Governance
- Independence: Determined independent under NASDAQ listing standards .
- Board attendance: Board met six times in FY 2024; all incumbent directors attended (implies 100% attendance for Johnson) .
- Committee assignments:
- Audit Committee member .
- Compensation Committee member .
- Nominating & Corporate Governance Committee chair .
- Board leadership: CEO serves as Chairman; board holds executive sessions of independent directors; no designated Lead Independent Director disclosed .
- Annual election result (signal): 2025 “For” votes for Johnson were 2,403,720 (withheld 2,102,769), notably lower support vs other nominees; 2024 “For” votes were 3,067,640 (withheld 1,532,991) .
Fixed Compensation
| Component | Policy/Amount | Period | Notes |
|---|---|---|---|
| Cash retainer (non‑employee directors) | $2,500 per month, paid quarterly in arrears (covers Board and committee meetings; no meeting fees) | Effective Jul 1, 2024 | Travel reimbursement for reasonable expenses |
| 2024 Total Compensation (Johnson) | Cash fees: $25,500; Stock awards (fair value): $29,340; Options: $0; Total: $54,840 | FY 2024 | As disclosed in Director Compensation Table |
| Director pay cap | Annual aggregate cap for non‑employee directors: $300,000 (cash + grant date fair value of equity) | Equity Plan | Governance constraint |
Performance Compensation
| Metric | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual RSU program (policy) | 2,000 RSUs per director; +500 RSUs per committee; +1,000 RSUs for each committee chaired; granted on business day immediately prior to annual meeting | Same | Sets structure; vesting terms not specified in proxy |
| Actual RSU/stock award (Form 4) | 4,500 shares awarded on Oct 18, 2024; post‑transaction holdings 6,600 | 4,000 shares awarded on Oct 13, 2025; post‑transaction holdings 10,600 | Award/Grant transactions; price $0; Director type “D”; URLs to SEC Form 4 |
| Options | None outstanding for directors at 12/31/2024 | N/A | Company suspended director option grants since Oct 1, 2017; no options outstanding at FY‑end 2024 |
| Change‑of‑control treatment | Non‑employee director awards vesting automatically accelerated in full upon change‑of‑control | Plan‑level | Equity Plan acceleration mechanics |
Other Directorships & Interlocks
| Organization | Relationship | Current? | Overlap/Interlock risk |
|---|---|---|---|
| Vivos Therapeutics (NASDAQ: VVOS) | Prior director/secretary | No | Healthcare device company; no apparent supplier/customer overlap with VirTra |
Expertise & Qualifications
- Legal training and corporate compliance leadership across U.S. and Canada; CEO experience at Serenus Global and Upeva .
- Capital markets advisory and governance—primary advisor to VirTra’s NASDAQ listing; Advisory Board member pre‑appointment .
- Prior public board experience (Vivos Therapeutics) adds governance familiarity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Gregg C.E. Johnson | 6,600 | <1% |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Acquired | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2025‑10‑15 | 2025‑10‑13 | Award/Grant (A) | 4,000 | $0 | 10,600 | |
| 2024‑10‑22 | 2024‑10‑18 | Award/Grant (A) | 4,500 | $0 | 6,600 |
Governance Assessment
- Board effectiveness: Johnson adds legal/compliance and capital markets expertise; chairs Nominating & Governance and sits on Audit and Compensation, supporting oversight breadth . Independence affirmed; 100% board meeting attendance in 2024 .
- Compensation alignment: Director pay structure emphasizes fixed monthly cash and standardized RSU grants linked to committee service, with plan‑level caps and change‑of‑control acceleration defined; Johnson’s 2024 mix was $25,500 cash vs $29,340 equity (no options), indicating moderate equity alignment .
- Ownership: Beneficial ownership is small (<1%), typical for small‑cap boards, with incremental awards near annual meetings consistent with policy .
- Voting signal: 2025 support for Johnson lagged peers (2.40M “For” vs 2.10M “Withheld”), down from 2024, which may indicate investor scrutiny of board composition/oversight; monitoring future voting trends and investor engagement is advisable .
- Conflicts/related party: Company maintains a related‑party transaction policy; proxy disclosures list no material related‑party transactions involving Johnson for 2024/2023. Option redemptions involved former Executive Chair and one director, not specified as Johnson .
- Structural consideration: CEO also serves as Chair; absence of a Lead Independent Director may be viewed cautiously by some investors despite majority‑independent board and executive sessions .
RED FLAGS
- Lower 2025 “For” votes for Johnson versus other nominees suggest potential investor concerns about board oversight or director qualifications; merits engagement and disclosure clarity .
- CEO‑Chair combined role without named Lead Independent Director may raise governance risk perceptions in some frameworks .
Positive Indicators
- Independent status, full attendance, and chairing Nominating & Governance strengthens board process integrity .
- Standardized, modest director RSU program tied to committee service and plan‑level caps, with no options usage, aligns with shareholder‑friendly practices for small caps .
Notes on Compensation Committee
- Composition: Ayers (Chair), Brown, Johnson; meets at least twice per year; oversees executive/director compensation, incentive plans, severance/change‑in‑control agreements, and frequency of Say‑on‑Pay .
- Consultant usage: Nominating Committee disclosed no outside consultants in FY 2024; compensation committee consultant usage not disclosed in proxy .
Related Party Transactions
- Policy in place with Audit Committee oversight for conflicted transactions .
- 2024/2023: Company disclosed option redemptions and exercises involving former Executive Chair and one director; no specific related‑party transactions attributed to Johnson .
Committee Attendance and Engagement
- Board met six times in FY 2024; all incumbent directors attended (Johnson included). Audit Committee charter calls for at least four meetings; Compensation and Nominating charters call for at least two meetings each .