0001437749-26-010311
SEC filingThis 10-K/A amendment adds Part III governance disclosures following the February 2026 original filing, with no changes to financial statements. The defining event is the March 2, 2026 CEO transition from Bryan Ganz to Conn Davis alongside significant board refreshment.
The most significant development disclosed in this amendment is the orderly CEO succession completed on March 2, 2026. Bryan Ganz retired as Chief Executive Officer and was succeeded by Conn Davis, who brings a different strategic skill set to the role. Davis previously served as Executive Vice President of Strategy & Corporate Development at MasterBrand Inc. (NYSE: MBC), with prior experience at Bain & Company and as a practicing attorney. His background in M&A strategy, product innovation roadmaps, and e-commerce suggests a potential strategic pivot toward operational efficiency and growth through acquisition—a departure from Ganz's founder-led growth phase.
The Search and Succession Subcommittee, led by Herbert Hughes with Leonard Elmore and Emily Rooney, engaged Grey Search to conduct a nationwide search evaluating both internal and external candidates. The selection of an external candidate over internal contender Luan Pham (who was elevated to President) signals the Board's preference for fresh strategic perspective. Pham's promotion to President alongside the external CEO hire creates a leadership structure that balances continuity in revenue and marketing operations with new strategic direction.
The Board underwent substantial refreshment during fiscal year 2025, expanding from five to seven directors. TJ Kennedy joined as an independent director in September 2025 and became Board Chair on March 2, 2026, replacing Herbert Hughes who had served as Chair since June 2022. Kennedy brings public safety technology expertise as CEO of GeoComm, a SaaS company providing location intelligence—directly relevant to Byrna's law enforcement and personal safety product positioning.
The Compensation Committee restructured executive pay toward performance-based incentives, responding to stockholder feedback on prior compensation programs. This shift reflects a broader governance evolution under the refreshed Board, emphasizing stronger alignment between executive rewards and shareholder value creation.
The Audit Committee, chaired by Herbert Hughes (designated as an audit committee financial expert), noted that during his tenure the company eliminated material weaknesses in financial processes and controls. This governance improvement provides investors confidence in financial reporting reliability as the company transitions leadership.