John F. Givens II

About John F. Givens II

John F. Givens II is Chairman and Chief Executive Officer of VirTra, Inc. (VTSI). He has served as a director since November 2, 2020, was named Co-CEO on April 11, 2022, became sole CEO on August 15, 2023, and was appointed Chairman effective July 12, 2024 . He holds a B.S. in Computer Science from the Florida Institute of Technology and served in the U.S. Army, with 20+ years of leadership in simulation/training, including building BISim’s U.S. business; he has been recognized with industry honors and service on the National Center for Simulation’s board of directors . Under his leadership, VirTra consolidated production into a state-of-the-art facility, advanced military end-market capture, and launched the V-XR headset-based training platform; he previously helped start, grow, and sell a simulation company for $200 million . The company’s 2025 annual meeting re-elected Givens with 4,434,960 votes for vs. 71,529 withheld, indicating strong shareholder support .

Past Roles

External Roles

Fixed Compensation

• The CEO is eligible for an annual cash bonus at Board discretion rather than a fixed target percentage .

Performance Compensation

• Options: Company suspended option grants since Oct 1, 2017 and reported no options outstanding or exercisable as of Dec 31, 2024; CEO had no option awards outstanding .
• Equity Plan mechanics: The 2017 Equity Incentive Plan permits cancellation/exchange of underwater options or cash settlement without further stockholder approval, and provides for change-in-control acceleration for non-employee directors; committee may accelerate vesting for employees at its discretion .

Equity Ownership & Alignment

• Ownership trend shows increasing beneficial stake through vesting/settlements during 2023–2024 .
• Options: None outstanding at 12/31/2024 company-wide; CEO had no options .
• Pledging/Hedging: Company maintains an Insider Trading Policy; no specific pledging disclosures are noted in the proxy .
• Director equity pay policy (context): Non-employee directors receive monthly cash retainers and annual RSU grants (2,000 RSUs + 500 per committee; 1,000 per committee chair). Employee-directors historically receive no board compensation .

Employment Terms

• Agreement: Three-year employment agreement effective August 15, 2023; auto-renews for 1-year terms with upward cost-of-living adjustments; eligible for discretionary annual cash bonus and equity participation .
• Severance (outside Change-in-Control): If terminated without cause or resigns for good reason (non-CIC), severance equals 3x base salary (using the greater of current base or prior-12-month base) per precedent agreement; Givens’ agreement states termination/non-compete/indemnification terms are identical to Ferris’ .
• Change-in-Control (CIC) Economics: If within 36 months post-CIC the executive is terminated (other than death/disability/for cause) or resigns for any reason, severance equals 4x base salary (as defined); stock options vest immediately upon a CIC (plan also allows acceleration of awards; automatic for non-employee directors) .
• Restrictive Covenants: Two-year non-compete and non-solicitation post-termination under precedent terms (identical to Ferris’) .
• Clawbacks/Gross-ups: Not disclosed in cited documents.

Board Governance

• Roles: Givens serves as Chairman and CEO since July 12, 2024 (Chair) and August 2023 (CEO) .
• Independence: Board determined Ayers, Brown, Johnson, and Lt. Gen.(R) Gervais are independent; Givens is not independent. Majority-independent board .
• Dual-role safeguards: Board notes majority independence and the potential to appoint a lead independent director; executive sessions of independent directors to be held .
• Committees (2025):
  • Audit: Ayers, Brown (Chair, “financial expert”), Johnson, Gervais .
  • Compensation: Ayers (Chair), Brown, Johnson .
  • Nominating & Corporate Governance: Johnson (Chair), Brown, Gervais .
• Attendance: Board held six meetings in FY2024; all incumbent directors attended .
• 2025 Shareholder Vote Results (signal): Givens re-elected with 4,434,960 For vs. 71,529 Withheld; auditors ratified with 7,421,360 For .

Compensation Structure Analysis

• Cash vs Equity Mix: 2024 total comp rose to $1.204m from $0.974m in 2023, with higher stock award value ($796k vs. $617k) and larger cash bonus ($53k vs. $7k), while salary remained roughly flat (cost-of-living increase mid-2024) .
• Performance Orientation: Large 2022–2024 RSU program tied to GAAP net profit thresholds with step-up tranches and committee discretion; 2023 and 2024 settlements were significant (133,333 shares discretionary in Oct 2023; 118,519 RSUs vested in Aug 2024) .
• Award Flexibility/Red Flags: The equity plan permits repricing/exchange/cash-out of underwater options without further shareholder approval; historically, the company ran a cash-redemption program for in-the-money options (now largely moot as options ceased and were eliminated) .
• Option Usage: Options suspended since 2017; as of 12/31/2024 there were no options outstanding, limiting “underwater incentive” risk but shifting emphasis to RSUs .

Performance & Track Record

• Operating/Strategic Execution: Under Givens, VirTra consolidated production into a modern facility, progressed military end-market opportunities, and introduced the V‑XR training platform—key initiatives for growth and margin scale .
• Leadership Capital: Prior to VirTra, Givens helped build and exit a simulation company for $200 million, aligning experience with VirTra’s defense and law enforcement training focus .
• Legal/Controversies: No legal proceedings involving Givens reported in last 10 years .

Director Service History, Committees, and Dual-Role Implications

• Board service since 2020; Chairman since 2024; CEO since 2023 .
• Committee roles: As an executive director/Chair, Givens is not listed on board committees; all committees are composed of independent directors (Audit—Brown Chair; Compensation—Ayers Chair; Nominating—Johnson Chair) .
• Independence: Board majority is independent; the dual CEO/Chair structure is acknowledged with potential for a lead independent director and use of executive sessions, partially mitigating governance risk .

Equity Ownership & Director Compensation (Board Context)

Investment Implications

• Alignment: Givens’ stake increased to 308,493 shares (2.7%) as of Aug 18, 2025, reflecting meaningful skin-in-the-game via performance-based RSU settlements—positive for alignment with shareholders .
• Incentive Design and Timing: RSU vesting keyed to GAAP net profit with August settlements (plus committee discretion) concentrates vesting and potential trading windows around late Q3 each year; 2023 discretionary and 2024 performance-driven issuances are notable cadence markers for potential insider activity and share issuance supply (note: 2024 settlement included tax withholding of 46,367 shares, not open-market selling) .
• Governance Risk: Combined CEO/Chair role increases key-person and oversight risk; mitigants include majority-independent board, independent committee chairs, and executive sessions, but absence of a named lead independent director could be a focal point for governance-oriented investors .
• Contractual Economics: Robust severance (3x base) and CIC terms (4x base within 36 months post-CIC; award acceleration features) could be costly in a transaction scenario, but also support retention during strategic initiatives .
• Pay Trajectory: 2024 compensation skewed more to equity and higher cash bonus vs 2023; continued reliance on net profit as the primary performance metric concentrates management focus on profitability, which may be favorable for near-term operating discipline but is less balanced than multi-metric (e.g., revenue growth/TSR/ESG) frameworks used by larger peers .

Notes and sources: All data and statements are sourced from VirTra’s 2023–2025 DEF 14A proxy statements and 8‑K filings as cited: ; ; ; ; .