Jeffrey D. Brown
VirTraAbout Jeffrey D. Brown
Independent director of VirTra, Inc. since 2011; age 62 per 2025 proxy. Certified Public Accountant (CPA) since 1993 with a B.S. in Accounting from California State University, San Bernardino; former Ernst & Young auditor (1990–1994) and CFO of Gold Canyon Candles (2002–2004). Designated “audit committee financial expert” under SEC/Nasdaq standards; tenure ~14 years on VirTra’s board with continued independence confirmed by Nasdaq criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Auditor | 1990–1994 | Audited diverse organizations; foundation for audit expertise |
| Gold Canyon Candles | Chief Financial Officer | 2002–2004 | Finance leadership during revenue growth |
| Independent practice | CPA and Financial Advisor | CPA since 1993; financial advisor 19–20+ years | Broad client advisory; supports “financial expert” designation |
External Roles
- No other public company directorships disclosed in 2024–2025 proxy statements .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director per Nasdaq; no material relationship with VirTra |
| Board roles | Audit Committee Chair; member – Compensation Committee; member – Nominating & Corporate Governance Committee |
| Audit Committee standing | Chair; designated audit committee financial expert |
| Meeting attendance | Board held 6 meetings in FY2024; all incumbent directors attended (100% attendance) |
| Board leadership | CEO (Givens) is Chair; majority independent board; executive sessions for independent directors; no Lead Independent Director disclosed |
| Committee meeting cadence | Audit ≥4x/year; Compensation ≥2x/year; Nominating ≥2x/year |
Fixed Compensation
| Year | Cash Retainer (Annual) | Committee Cash Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2023 | $24,000 | None disclosed | Included in retainer (“covers” meetings) | $24,000 |
| 2024 | $25,500 | None disclosed | Included in retainer | $25,500 |
| Structure since 7/1/2024 | $2,500 per month, paid quarterly in arrears; covers Board and committee meetings and consents | – | – | – |
Performance Compensation
| Year | RSU Grant Date | RSUs Granted | Award Fair Value | Option Awards | Grant Mechanics |
|---|---|---|---|---|---|
| 2024 | 2024-10-18 | 4,000 | $26,080 | $21,050 | 2,000 RSUs plus committee increments: +500 per committee; +1,000 if chair. Brown’s committee mix (Audit Chair; Comp member; Nominating member) results in 4,000 RSUs |
| 2025 | 2025-10-13 | 4,000 | Not disclosed in proxy | Not disclosed in proxy | Same RSU policy per director compensation program |
- Change-in-control terms: Non-employee director awards automatically accelerate in full upon a change-in-control under the 2017 Equity Incentive Plan .
- Repricing authority: Plan permits cancellation and exchange of underwater options/stock appreciation rights without stockholder approval (potential governance risk) .
- No director-specific performance metrics (e.g., TSR or EBITDA targets) tied to director compensation disclosed .
Other Directorships & Interlocks
- None disclosed; no shared directorships with known customers/suppliers/competitors identified in the proxy .
Expertise & Qualifications
- CPA since 1993; former Big Four auditor; CFO experience; decades in financial advisory; designated as audit committee financial expert—strong financial oversight competency .
- Board tenure since 2011 supports institutional knowledge continuity .
Equity Ownership
| Metric | As of 8/26/2024 | As of 8/18/2025 |
|---|---|---|
| Beneficial ownership (shares) | 49,193 | 53,193 |
| Percent of class | 0.4% | 0.5% |
| RSU awards near annual meeting | 4,000 (granted 10/18/2024) | 4,000 (granted 10/13/2025) |
| Options outstanding (company-wide) | 15,000 outstanding at 12/31/2023; none outstanding at 12/31/2024 |
Insider Trades (Form 4) – Jeffrey D. Brown (director)
| Transaction Date | Filing Date | Type | Security | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2023-03-21 | 2023-03-22 | Option exercise (M) → Common | Common | 2,500 | $2.23 | 36,693 | |
| 2023-03-21 | 2023-03-22 | Option disposition (D) | Option | 2,500 | $2.23 | – | |
| 2023-06-15 | 2023-07-28 | Option exercise (M) → Common | Common | 2,500 | $4.19 | 39,193 | |
| 2023-06-15 | 2023-07-28 | Option disposition (D) | Option | 2,500 | $4.19 | – | |
| 2023-09-22 | 2023-10-02 | Option exercise (M) → Common | Common | 2,500 | $5.88 | 41,693 | |
| 2023-09-22 | 2023-10-02 | Option disposition (D) | Option | 2,500 | $5.88 | – | |
| 2023-12-18 | 2023-12-28 | Option exercise (M) → Common | Common | 2,500 | $5.20 | 44,193 | |
| 2023-12-18 | 2023-12-28 | Option disposition (D) | Option | 2,500 | $5.20 | – | |
| 2024-03-21 | 2024-03-25 | Option exercise (M) → Common | Common | 2,500 | $5.20 | 46,693 | |
| 2024-03-21 | 2024-03-25 | Option disposition (D) | Option | 2,500 | $4.30 | – | |
| 2024-06-22 | 2024-08-22 | Option exercise (M) → Common | Common | 2,500 | $3.76 | 49,193 | |
| 2024-06-22 | 2024-08-22 | Option disposition (D) | Option | 2,500 | $3.76 | – | |
| 2024-10-18 | 2024-10-22 | RSU award (A) | Common | 4,000 | $0.00 | 53,193 | |
| 2025-10-13 | 2025-10-15 | RSU award (A) | Common | 4,000 | $0.00 | 57,193 |
- Section 16 compliance: three late reports in 2023 (option exercises); one late filing noted in 2024 .
Governance Assessment
-
Strengths
- Audit Committee leadership and financial expert designation; deep accounting/audit background strengthens financial oversight .
- Clear director independence; 100% attendance in FY2024; multi-committee engagement indicates active governance .
- Equity alignment via annual RSU grants calibrated to committee service and chair roles; beneficial ownership increased 2024→2025 consistent with awards .
-
Watch items / RED FLAGS
- Equity plan permits re-pricing/exchange of underwater options without shareholder approval; automatic acceleration of non-employee director awards at change-in-control—potential misalignment in certain scenarios .
- Repeated late Section 16 filings (three in 2023; one in 2024) indicate administrative control weakness; not material but monitor for recurrence .
- Board chair is CEO; absence of a disclosed Lead Independent Director reduces independent counterbalance, though executive sessions mitigate .
-
Compensation mix signals
- 2024 director pay shows meaningful equity component (Stock Awards $26,080; Option Awards $21,050) alongside cash retainer ($25,500), reflecting service and committee leadership rather than performance metrics—alignment primarily via time-based RSUs .
-
Related-party exposure
- Option exercise activity by a board member noted in related-party section for 2023–2024 (consistent with Brown’s Form 4s); no loans or business dealings disclosed .
Notes
- Director stock ownership guidelines, pledging/hedging policies for directors, clawbacks specifically applicable to directors are not disclosed in the proxy; Company-wide Insider Trading Policy and Code of Ethics in place .
- Committee charters explicitly assign Audit oversight of related-party transactions and financial risks; Compensation oversight of pay practices risk; Nominating oversight of independence and governance .