Michael T. Ayers
VirTraAbout Michael T. Ayers
Independent director at VirTra (VTSI). Age 61; appointed to the Board on October 21, 2024. Over 35 years in law enforcement, currently Executive Director of the Georgia Peace Officer Standards and Training Council (Georgia POST), overseeing certification and training for ~59,000 officers with a 39-person staff. Prior 29-year tenure at the Georgia Bureau of Investigation culminating as Special Agent in Charge managing investigative operations across 30+ counties. Independent under NASDAQ rules; no legal proceedings disclosed in the past 10 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Bureau of Investigation | Special Agent in Charge | Jan 1990 – Jan 2019 | Managed investigative activities across 30+ counties; supervised, trained, and developed agents. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Peace Officer Standards and Training Council (Georgia POST) | Executive Director | Jan 2019 – Present | Oversight of training/certification for ~59,000 peace officers, correctional officers, jailors, and communications officers; 39 staff. |
Board Governance
- Committees: Audit Committee member (Chair: Jeffrey Brown), Compensation Committee Chair, not on Nominating & Corporate Governance (Chair: Gregg C.E. Johnson).
- Independence: Board determined Ayers is independent under NASDAQ listing standards.
- Attendance: Board held six meetings in FY2024; all incumbent directors attended.
- Board leadership: CEO serves as Board Chair; Board may hold executive sessions of independent directors; no Lead Independent Director disclosed.
Fixed Compensation
| Year | Cash Retainer (Monthly) | Total Cash Fees Paid | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $2,500 | $5,887 | Included in retainer | Non-employee directors paid quarterly in arrears; Ayers began service Oct 21, 2024. |
Performance Compensation
| Equity Component | Grant Amount | Timing | Vesting/Terms | Notes |
|---|---|---|---|---|
| Annual RSUs for Non-Employee Directors | 2,000 RSUs | Last business day immediately prior to annual stockholders meeting | Not specified beyond grant policy | Applies to all non-employee directors. |
| Committee Member RSUs | 500 RSUs per committee | Same as above | Not specified beyond grant policy | Additional RSUs for each committee seat. |
| Committee Chair RSUs | 1,000 RSUs per chaired committee | Same as above | Not specified beyond grant policy | Higher RSU grant for chairs; Ayers chairs Compensation. |
| Director Compensation Cap | $300,000 aggregate (cash + equity) per fiscal year | Ongoing plan limit | Plan limit for non-employee directors | Under 2017 Equity Incentive Plan. |
| Change-in-Control Treatment | Full acceleration for non-employee directors | Upon change in control | Automatic acceleration | Equity plan permits acceleration and/or cancellation-for-cash. |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to Ayers’ director equity; grants are service-based under policy.
Other Directorships & Interlocks
| Organization | Type | Role | Overlap/Interlock | Notes |
|---|---|---|---|---|
| None disclosed | Public company | — | — | No public-company board roles disclosed for Ayers in the proxy. |
| Georgia POST Council | State agency | Executive Director | Potential government interface with law-enforcement training | Oversight role; no related-party transactions with VirTra disclosed. |
Expertise & Qualifications
- Law enforcement leadership across patrol-to-policy roles; GBI special agent in charge experience.
- Executive oversight of large training/certification apparatus (Georgia POST), relevant to VirTra’s training product domain.
- Independent director; governance experience as Compensation Committee Chair.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michael T. Ayers (incl. spouse) | 10 | <1% | Includes 10 shares owned by spouse; no options outstanding company-wide as of 12/31/2024. |
Shares pledged or hedging: not disclosed; the Company has an Insider Trading Policy applicable to directors.
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Ayers oversees executive/director pay, employment/severance and change-in-control arrangements—central to pay-for-performance alignment.
- Independence and attendance: Independent status and full board attendance by incumbents in FY2024 support engagement and oversight quality.
- Ownership alignment: Very low personal stake (10 shares, <1%), which signals limited “skin-in-the-game” compared to typical director ownership expectations.
- Equity plan features: Automatic full acceleration for non-employee directors on change-in-control and the ability to reprice/replace underwater awards may be shareholder-unfriendly if misused; however, options have been suspended since 2017 and none were outstanding as of 12/31/2024.
- Board structure: CEO also serves as Board Chair; no Lead Independent Director disclosed—potential concentration of authority mitigated somewhat by independent-majority board and executive sessions.
- Conflicts/related-party exposure: No related-party transactions involving Ayers disclosed; Company maintains procedures for audit committee review of related-party situations.
RED FLAGS
- Minimal ownership alignment (10 shares).
- CEO also Chair and absence of disclosed Lead Independent Director.
- Change-in-control automatic equity acceleration for non-employee directors.
Mitigating factors
- Independent director and active committee leadership.
- Strong attendance by incumbents in FY2024.
- Options program suspended; no outstanding options at FY2024.