Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Effective August 23, 2021, the board of directors (the "Board") of Byrna
Technologies Inc. (the "Company") appointed Michael Gillespie as the Company's
Chief Operating Officer. Mr. Gillespie assumed his position as the Company's
Chief Operating Officer on August 23, 2021.
The following is certain biographical information regarding Mr. Gillespie:
Mr. Gillespie, age 56, has more than 30 years of experience managing large
domestic and international manufacturing operations. From 1996 until 2018, Mr.
Gillespie was with Linear Technology (now part of Analog Devices), a
semiconductor manufacturer, where he held roles as Director of Sales in the
Western U.S. and Canada, Pacific Northwest Sales Manager, and Technical Sales
Engineer. Most recently, from 2016 to 2018, Mr. Gillespie was the General
Manager of Wafer Fab Operations in their Camas, WA plant. There, he focused on
site expenses, cycle times, work in process inventory, and operator
productivity. Previously, Mr. Gillespie was a Managing Director of Global
Assembly Operations from 2014 to 2016. In this role, he was responsible for the
turnaround of underperforming operations, including, inventory management, cycle
times, and back-end output, among other things. Mr. Gillespie has also served on
numerous boards of directors including, Linear Semiconductor Sdn Bhd, Frepenca
Business Association, and the Pacific Northwest Academy, none of which are
public companies.
Mr. Gillespie holds a Bachelor of Science in Electrical Engineering from the
University of California at San Diego with a focus on semiconductor physics and
integrated circuit processing.
There is no arrangement or understanding between Mr. Gillespie and any other
person pursuant to which he was selected as an officer of the Company, and there
are no related party transactions involving Mr. Gillespie that are reportable
under Item 404(a) of Regulation S-K. There are no family relationships between
any director or executive officer of the Company and Mr. Gillespie.
In connection with Mr. Gillespie's appointment as the Company's Chief Operating
Officer, he accepted an offer letter from the Company (the "Offer Letter").
Pursuant to the Offer Letter, Mr. Gillespie will receive an annual base salary
of $325,000. Mr. Gillespie is eligible to participate in the Company's annual
performance program. Mr. Gillespie is expected to receive approximately 200,000
restricted stock units that will vest after three years of employment at the
Company and subject to the Company's stock price achieving certain price
triggers. Mr. Gillespie also is eligible to participate in the Company's
employee benefits, including health insurance.
Item 7.01 Regulation FD Disclosure.
On August 23, 2021, the Company issued a press release announcing Mr.
Gillespie's appointment. Pursuant to Item 7.01 of Form 8-K, a copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise subject to the liability of such section, nor shall it be
deemed incorporated by reference in any filing of the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any
general incorporation language in such filing, unless expressly incorporated by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated August 23, 2021
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