UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

Ballantyne Strong, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PROXY STATEMENT AND NOTICE

FOR THE 20162021 ANNUAL MEETING OF STOCKHOLDERS

to be held at

The Westin4201 Congress Street, Suite 175

400 Corporate Drive

Fort Lauderdale, FL 33334Charlotte, North Carolina 28209

on

May 23, 2016December 6, 2021 at 1:5:00 p.m. (Local Time)(local time)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held May 23, 2016December 6, 2021

The 2021 Annual Meeting of Stockholders of Ballantyne Strong, Inc. will be held at The Westin, 400 Corporate Drive, Fort Lauderdale, FL 33334,our principal executive offices located at 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209*, on May 23, 2016December 6, 2021, at 1:5:00 p.m., Local Timelocal time (including any adjournments or postponements thereof, the “Annual Meeting”), for the following purposes:

Only those stockholders of record at the close of business on March 24, 2016 (the “Record Date”),October 13, 2021, shall be entitled to notice of, the Annual Meeting and to vote at, the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, please vote your proxy card as soon as possible to assure a quorum. Please vote in one of these three ways:

If you vote on the website or by telephone, you do not need to return a proxy card by mail, unless you wish to change your vote or revoke your vote.

Voting by any of these methods will ensure that you are represented at the Annual Meeting even if you are not there in person. Stockholders who have previously voted but attend the Annual Meeting may withdraw their proxy if they wish to do so, and vote in person.

If you desire assistance in scheduling overnight accommodations in Fort Lauderdale, contact Alison Sparrow at Ballantyne at (770) 369-9334. Early reservations are encouraged.

The formal meeting of stockholders will be followed by a review of our business. I look forward to seeing you at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 23, 2016:December 6, 2021: The Company’s Proxy Statement, its 2020 Annual Report to Stockholders, and this Notice are available atwww.strong-world.comwww.ballantynestrong.com orwww.proxyvote.com.

Dated this 28th19^th day of March, 2016.October, 2021.

	By Order of the Board of Directors,
	D. Kyle Cerminara Chairman and Chief Executive Officerof the Board

* We intend to hold our Annual Meeting in person at the Company’s corporate office or another location nearby. However, we are actively monitoring the COVID-19 pandemic; we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, or if the venue changes, we will announce such changes or alternative arrangements for the Annual Meeting as promptly as practicable, which may include postponing or adjourning the Annual Meeting or holding the Annual Meeting solely by means of remote communication. We plan to announce any such updates via a press release and posting details on our website that will also be filed with the Securities and Exchange Commission as proxy material. Please monitor our Annual Meeting website at www.ballantynestrong.com, under the tab “Investor Relations,” for updated information. If you are planning to attend our Annual Meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting. 

Table of Contents

BALLANTYNE STRONG, INC.

2021 Annual Meeting Proxy Statement Summary

Below are highlights of important information you will find in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Committee Membership

Name

Age as of Annual Meeting

Director Since

Principal Occupation

AC

CC

NCGC

D. Kyle Cerminara

44

2015

Chief Executive Officer, Co-Founder and Partner

Fundamental Global

William J. Gerber

63

2015

Former Chief Financial Officer

TD Ameritrade Holding Corporation

Charles T. Lanktree

72

2015

Chief Executive Officer

Eggland’s Best, LLC

Michael C. Mitchell

41

2021

Former Partner

Locust Wood Capital

Robert J. Roschman

56

2015

Owner

Triple R. Associates, Ltd.

Ndamukong Suh

34

2016

Professional Athlete

Tampa Bay Buccaneers of the NFL

Larry G. Swets, Jr.

46

2021

Chief Executive Officer

FG Financial Group, Inc.

	AC	Audit Committee		Chair of the Committee
	CC	Compensation Committee		Committee Member
	NCGC	Nominating and Corporate Governance Committee

* As stated in the Notice of Annual Meeting of Stockholders, we intend to hold our Annual Meeting in person at the Company’s corporate office or another location nearby. However, we are actively monitoring the COVID-19 pandemic; we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, or if the venue changes, we will announce such changes or alternative arrangements for the Annual Meeting as promptly as practicable, which may include postponing or adjourning the Annual Meeting or holding the Annual Meeting solely by means of remote communication. We plan to announce any such updates via a press release and posting details on our website that will also be filed with the Securities and Exchange Commission as proxy material. Please monitor our Annual Meeting website at www.ballantynestrong.com, under the tab “Investor Relations,” for updated information. If you are planning to attend our Annual Meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 23, 2016DECEMBER 6, 2021

This Proxy Statementproxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or “Board of Directors”) of Ballantyne Strong, Inc. (the “Company,” “Ballantyne Strong,” “we”“we,” “our” or “us”). The 2016Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on May 23, 2016December 6, 2021, at 1:5:00 p.m., Local Time,local time, at the The Westin, 400 Corporate Drive, Fort Lauderdale, FL 33334.Company’s principal executive offices located at 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209, which is subject to change for the public health reasons discussed below. The Company’s telephone number is (402) 453-4444.(704) 994-8279.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to be held on May 23, 2016December 6, 2021

As permitted by the rules of the Securities and Exchange Commission’sCommission (the “SEC”), we employ the cost-effective and environmentally-conscious “notice and access” delivery method. This allows us to give our stockholders access to a full set of our proxy materials online. Beginning on or about April 8, 2016,October 26, 2021, we will send to most of our stockholders, by mail or e-mail, a notice, titled as the Notice of Electronic Availability of Proxy Materials, explaining how to access our proxy materials and vote online or by telephone.vote. This notice is not a proxy card and cannot be used to vote your shares.

On or about the same day, we will begin mailing paper copies of our proxy materials to stockholders who have requested them. Those stockholders who do not receive the Notice of Electronic Availability of Proxy Materials, including stockholders who have previously requested to receive paper copies of our proxy materials, will receive a copy of this Proxy Statement,proxy statement, the proxy card, and theour Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”), by mail. This noticeThe Notice of Electronic Availability of Proxy Materials also contains instructions on how you can (i) receive a paper copy of the Proxy Statement,proxy statement, proxy card and Annual Report if you only received a notice by mail, or (ii) elect to receive your Proxy Statement,proxy statement, proxy card and Annual Report over the internetInternet next year if you received them by mail this year.

The Company may deliver multiple proxy statements to multiple stockholders who have requested physical delivery of the proxy materials and who are sharing an address unless it receives contrary instructions from one or more of the stockholders. If you are a stockholder residing at a shared address and would like to request an additional copy of the proxy materials now or with respect to future mailings (or to request to receive only one copy of the proxy materials if you are currently receiving multiple copies), please send your request to the Company, Attn: Corporate Secretary at 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209 or call us at (704) 994-8279.

What is the purpose of the Annual Meeting?

At the Annual Meeting, our stockholders will act upon the matters described in the accompanying notice of meeting.

Who may vote?is entitled to vote at the Annual Meeting?

The Company has one class of voting shares outstanding. Only stockholders of record of our common stock at the close of business on March 24, 2016, the Record Date,October 13, 2021 (the “Record Date”), are entitled to receive notice of the Annual Meeting and to vote the shares of common stock that they held on the Record Date. AtDate at the Annual Meeting. As of the close of business on March 24, 2016,October 13, 2021, the Company had 14,291,01418,475,018 shares of outstanding common stock outstanding, all of which are entitled to vote at the Annual Meeting. A list of stockholders as of the Record Date will be available for inspection during ordinary business hours at our principal executive offices located at 13710 FNB Parkway,4201 Congress Street, Suite 400, Omaha, NE 68154175, Charlotte, North Carolina 28209 for ten (10) days before the Annual Meeting. Each share of common stock will have one (1) vote on each matter to be voted on.on at the Annual Meeting. The shares of common stock held in treasury are not considered outstanding and will not be voted.

What is the purpose of the Annual Meeting?

At the Company’s Annual Meeting, stockholders will act upon the matters described in the accompanying notice of meeting. In addition, management will report on Ballantyne’s performance during fiscal 2015 and respond to questions from stockholders.

Who may attend the Annual Meeting?

All stockholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. If you attend the Annual Meeting in person, you will be asked to present photo identification (such as a state-issued driver’s license) and proof that you own shares of Ballantyne Strong common stock before entering the meeting. If you are a holder of record, the top half of your proxy card or your Notice of InternetElectronic Availability of Proxy Materials is your admission ticket. If you hold shares in street name (through“street name” (that is, through a bank, broker or broker, for example)other nominee), a recent brokerage statement or a letter from your broker, bank or bankother nominee showing your holdings of Ballantyne Strong common stock is proof of ownership.

As part of our efforts to maintain a safe and healthy environment at our Annual Meeting, we are closely monitoring statements issued by the federal, state and local authorities regarding the COVID-19 pandemic. For that reason, we reserve the right to reconsider the date, time, location, and/or means of convening the Annual Meeting, including solely by means of remote communications. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be issued by press release, posted on our website, and filed with the SEC as additional proxy material. We also encourage attendees to review guidance from public health authorities on this issue.

What is the difference between a stockholder of record and a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Broadridge Financial Solutions, Inc., then you are a “stockholder of record.” The Notice of Electronic Availability of Proxy Materials or hard copies of our proxy materials have been provided directly to you by the Company. You may vote by ballot at the Annual Meeting or vote by proxy by completing, signing, dating and returning the enclosed proxy card (if you received hard copies of our proxy materials) or following the instructions on the proxy card for voting by Internet or telephone. If your shares are held for you in “street name,” then you are not a stockholder of record. Rather, the broker, bank or other nominee that holds your shares is the stockholder of record and you are the “beneficial owner” of the shares. The Notice of Electronic Availability of Proxy Materials or hard copies of our proxy materials, as well as a voting instruction card, have been forwarded to you by the broker, bank or other nominee. If you wantcomplete and properly sign the voting instruction card and return it in the appropriate envelope, or follow the instructions on the voting instruction card for voting by Internet or telephone, the broker, bank or other nominee will cause your shares to be voted in accordance with your instructions. If you are a beneficial owner of shares and wish to vote shares that you hold in street name in person at the Annual Meeting, then you must bringobtain a legal proxy, executed in your namefavor, from the holder of record (the broker, bank or other nominee that holds your shares.nominee).

What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of the Company’s common stock outstanding onentitled to vote at the Record DateAnnual Meeting will constitute a quorum, permitting action to be taken and the conduct of business at the Annual Meeting. As of the Record Date, 14,291,01418,475,018 shares of common stock were outstanding. Broker non-votes, abstentions and proxies marked “withheld”“withhold” for the election of directors will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, butbusiness. Once a share is represented at the Annual Meeting, it will not be counteddeemed present for quorum purposes of determiningthroughout the number of votes cast with respect toAnnual Meeting (including any postponement or adjournment thereof unless a proposal.new record date is or must be set for such postponement or adjournment).

May I vote by proxy card or by telephonethe Internet or through the internet?telephone?

You may vote by proxy card or by telephonethe Internet or through the internet.telephone. Voting by any of these methods will ensure that you are represented at the Annual Meeting even if you are not there in person. Please refer to the voting instructions on the Notice of Electronic Availability of Proxy Materials and the proxy card. You may also vote by ballot at the Annual Meeting if you attend in person.

May I change my vote?

Yes. You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. In the event voting is done using the internet, the cutoff will be 11:59 P.M., Eastern Time, the day before the Annual Meeting. You may change your vote on the internetMeeting, whether submitted by mail or by telephone (only your latest internetthe Internet or telephone, by (i) delivering a signed written notice stating that you revoke your proxy submittedto the attention of the Secretary of the Company at 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209 that bears a later date than the date of the proxy you want to revoke and is received prior to the Annual Meeting, will be counted)(ii) submitting a valid, later-dated proxy by the Internet or telephone before 11:59 p.m., Eastern Time, on December 3, 2021, or by signing and returning a new proxy card with a later date,mail that is received prior to the Annual Meeting, or by(iii) attending the meetingAnnual Meeting (or, if the Annual Meeting is postponed or adjourned, attending the postponed or adjourned meeting) and voting in person. However,person, which automatically will cancel any proxy previously given, or revoking your proxy in person, but your attendance alone at the Annual Meeting will not automatically revoke your proxy unlesspreviously given. If you hold your shares in “street name” through a broker, bank or other nominee, you must contact your broker, bank or other nominee to change your vote againor obtain a written legal proxy to vote your shares if you wish to cast your vote in person at the meeting or specifically request in writing that your prior proxy be revoked.Annual Meeting.

Unless you give instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendation is set forth in the description of each proposal in this Proxy Statement. With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

How many votes are required to approve each Proposal?

Proposal 1—One—Election of eightseven directors named in this Proxy Statementproxy statement to the Ballantyne Strong Board of Directors, each to hold office until our 20172022 Annual Meeting of Stockholders (the “2017“2022 Annual Meeting”) and until a successor is duly elected and qualified.qualified or until the director’s earlier retirement, resignation or removal.

Under our Bylaws, the eightseven candidates receiving the highest number of“FOR” “FOR” votes cast by holders of shares represented in person or by proxy at the Annual Meeting will be elected. This number is called a plurality. A properly executed proxy cardProperly submitted proxies marked“WITHHOLD” “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining if there is a quorum at the Annual Meeting, but will not be considered to have been voted for the director nominee. Similarly, any broker non-votes will be counted for purposes of determining if there is a quorum, but will not be considered to have been voted for the director nominee.

Proposal 2—Two—Advisory Vote on Executive Compensation.

The affirmative votenumber of a majorityvotes cast “FOR” advisory approval of the shares presentcompensation of our Named Executive Officers (as defined below), either in person or represented by proxy, at the meeting or entitled to vote will be deemed byAnnual Meeting must exceed the Board to constitute thenumber of votes cast “AGAINST” advisory vote on executive compensation.approval.

Proposal 3—Three—Ratification of Independent Auditors.Registered Public Accounting Firm.

The affirmative votenumber of a majority ofvotes cast “FOR” the shares present or represented by proxy at the meeting or entitled to vote is required to approve Proposal 3, ratification of the appointment of KPMGHaskell & White LLP as the Company’s independent auditorsregistered public accounting firm for the fiscal year ending December 31, 2016.2021, either in person or by proxy, at the Annual Meeting must exceed the number of votes cast “AGAINST” the ratification.

Proposal Four—Amendment to our Certificate of Incorporation to increase the authorized number of shares of common stock.

To be approved by our stockholders, at least a majority of the shares of common stock outstanding and entitled to vote on the proposal as of close of business on the Record Date must vote “FOR” the proposal to amend our Certificate of Incorporation to increase the authorized number of shares of common stock that we may issue from 25 million shares to 50 million shares. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as a vote “AGAINST” this proposal. There will be no broker non-votes with respect to this proposal.

Proposal Five—Amendment and Restatement to our Certificate of Incorporation to change our corporate name from Ballantyne Strong, Inc. to FG Group Holdings Inc.

To be approved by our stockholders, at least a majority of the shares of common stock outstanding and entitled to vote on the proposal as of close of business on the Record Date must vote “FOR” the proposal to amend and restate our Certificate of Incorporation to change our corporate name from Ballantyne Strong, Inc. to FG Group Holdings Inc. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as a vote “AGAINST” this proposal. There will be no broker non-votes with respect to this proposal.

Other Proposals.No other matters are anticipated to be brought before the meeting.Annual Meeting.

How does the Board of Directors recommend I vote?

Unless you give instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board of Directors unanimously recommends a vote “FOR”:

With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

What ishappens if I submit a broker non-vote?proxy card and do not give specific voting instructions?

If you holdare a stockholder of record and sign and return the proxy card without indicating your voting instructions, your shares will be voted in street nameaccordance with the recommendations of the Board of Directors. With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion. As of the filing date of this proxy statement, we did not know of any other matter to be raised at the Annual Meeting.

If you are a beneficial owner and do not provide voting instructions to your bank, broker or other nominee, then, under applicable rules, the broker, bank or other nominee that holds your shares in “street name” may generally vote on “routine” matters but cannot vote on “non-routine” maters. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee will not be voted on any proposal on which your brokerinform the inspector of election for the Annual Meeting that it does not have discretionarythe authority to vote. In this situation,vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which voting matters are considered routine or non-routine, and what is the impact of a broker non-vote?

Proposal 1 regarding the election of directors and Proposal 2 regarding advisory approval of the compensation of our Named Executive Officers are considered non-routine matters under applicable rules. Therefore, a broker, bank or other nominee cannot vote on such proposals without voting instructions from the beneficial owners. If you do not provide voting instructions to your broker, bank or other nominee on these proposals, a “broker non-vote” occurs. Shareswill occur. Although shares constituting broker non-votes are not counted or deemed towill be present or represented for the purpose of determining whether stockholders have approved a matter, but they are counted as present for the purpose of determining a quorum at the Annual Meeting. AtMeeting, broker non-votes will not be considered as votes cast for or withheld from a director nominee or for or against Proposal 2. Accordingly, broker non-votes will have no impact on the election of directors or Proposal 2.

Proposal 3 concerning the ratification of the appointment of Haskell & White LLP as our independent registered public accounting firm for the year ending December 31, 2021, Proposal 4 regarding approval of an amendment to our Certificate of Incorporation to increase the authorized number of shares of common stock, and Proposal 5 regarding approval of an amendment and restatement of our Certificate of Incorporation to change our corporate name from Ballantyne Strong, Inc. to FG Group Holdings Inc. are considered routine matters under applicable rules. Therefore, a broker, bank or other nominee may generally vote on this matter. No broker non-votes are expected in connection with Proposal 3, Proposal 4, or Proposal 5.

How will abstentions be counted?

Although shares constituting abstentions will be counted as present for the purpose of determining a quorum at the Annual Meeting, brokerswithheld votes will not be considered as votes cast for Proposal 1, and abstentions will not be considered as votes cast for Proposals 2 or 3. Accordingly, because the election of directors requires only a plurality vote, withheld votes will have discretionno impact upon the election of directors, and abstentions will also have no impact on the outcome of Proposal 2 (advisory approval of say-on-pay) or Proposal 3 (ratification of the independent registered public accounting firm). Because Proposal 4 and Proposal 5 require the approval of at least a majority of the shares of common stock entitled to vote on the proposals as of close of business on the Record Date, abstentions will have the same effect as votes “AGAINST” Proposal 3, but not on Proposal 14 and Proposal 2.5.

Who pays the expenses incurred in connection with the solicitation of proxies?

The Company will bearWe have retained Alliance Advisors LLC to assist in the cost of its solicitation of proxies for the Annual Meeting and will pay Alliance Advisors LLC a fee of approximately $15,000, including reimbursement of reasonable out-of-pocket expenses and disbursements incurred in connection with the chargesproxy solicitation. It is anticipated that Alliance Advisors LLC will employ approximately 25 persons to solicit stockholders of the Company for the Annual Meeting. We have also agreed to indemnify Alliance Advisors LLC against certain losses, costs and expenses of brokers and others for forwarding solicitation materials to beneficial owners of stock.expenses. In addition, to the use of mail, proxies may be solicited on our behalf by our directors, officers or employees in person or by mail, telephone, by press releases, through internet, byfacsimile or electronic means, by facsimile and otherwise by the Company’s management at the direction of our Board of Directors, withoutcommunications, but no additional compensation.compensation will be paid to them. We have not yet retained, but may retain, a proxy solicitor in conjunction with the Annual Meeting,also requested brokerage houses and its employees may assist us in the solicitation. We will pay all costs ofother custodians, nominees and fiduciaries to forward soliciting proxies, including a feematerial to beneficial owners and reasonablehave agreed to reimburse those institutions for their out-of-pocket expenses for the proxy solicitor, if any.expenses.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting,Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.

How may I get additional copies of the Annual Report?

Our Annual Report on(as amended by Form 10-K for the fiscal year ended December 31, 2015,10-K/A), including financial statements, is available through our website atwww.strong-world.comwww.ballantynestrong.com. The information provided on the Company’s website is referenced in this proxy statement for information purposes only. The information on the Company’s websiteonly, and shall not be deemed to be a part of or incorporated by reference into this proxy statement or any other filings the Company makes with the SEC. For a printed copy, please contact our Corporate Secretary by mail at the address listed below:at: Attn: Corporate Secretary, Ballantyne Strong, Inc., 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209.

Will the Annual Meeting be held in person?

As noted above in the Notice, we intend to hold our Annual Meeting in person. However, we are actively monitoring the COVID-19 pandemic; we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include postponing or adjourning the Annual Meeting or holding the Annual Meeting solely by means of remote communication. We plan to announce any such updates via a press release and posting details on our website that will also be filed with the Securities and Exchange Commission as proxy material. Please monitor our Annual Meeting website at www.ballantynestrong.com, under the tab “Investor Relations,” for updated information. If you are planning to attend our Annual Meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

Largest Owners of Ballantyne Strong Shares

The following table shows each person or entity that Ballantyne Strong knows to be the beneficial owner of more than five percent of the Company’sBallantyne Strong’s outstanding common stock as of the close of business on the Record Date of March 24, 2016.October 13, 2021.

Share Ownership of Directors, Director Nominees and Executive Officers

The following chart sets forth, as of the close of business on the Record Date of March 24, 2016,October 13, 2021, certain information concerning beneficial ownership of common stock by each director and director nominee of the Company, each of the named executive officers (as defined below),Named Executive Officers, and all current directors and executive officers as a group. The address for each director, director nominee and executive officer listed is: c/o Ballantyne Strong, Inc., 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209.

Change of ControlPROPOSAL ONE

ELECTION OF DIRECTORS

Pursuant to the proxy contest settlement agreement entered into with Fundamental Global Investors, LLC, the largest stockholder of the Company, and its affiliates (collectively, “Fundamental Global”), on April 21, 2015, the Company expanded its Board of Directors to nine directors and nominated five director candidates from Fundamental Global’s slate of directors (Messrs. D. Kyle Cerminara, William J. Gerber, Charles T. Lanktree, Robert J. Marino and Robert J. Roschman), who were elected at the Company’s 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”). Fundamental Global holds approximately 22.2% of the Company’s outstanding shares of common stock. Mr. Cerminara, the Chief Executive Officer, Co-Founder and Partner of Fundamental Global Investors, LLC, serves as our Chairman and Chief Executive Officer. As a result of its ownership position and Mr. Cerminara’s board and management positions with the Company, Fundamental Global has the ability to exert significant influence over our policies and affairs, including the power to impact the election of our directors, appointment of our management and approval of any action requiring a stockholder vote, such as amendments to our certificate of incorporation, bylaws, significant stock issuances, mergers and asset sales.

PROPOSAL ONE

ELECTION OF DIRECTORS

Ballantyne’sBallantyne Strong’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Bylaws, as amended (the “Bylaws”), provide for the annual election of all directors. The Certificate of Incorporation and Bylaws allow the Board of Directors to set the number of directors from time to time and to appoint directors between Annual Meetings. For purposes of this 2016 Annual Meeting, theThe Board of Directors has set the number of directors at eight as of the Annual Meeting.seven.

AtDuring 2020, the 2015 Annual Meeting, stockholders elected nineBoard of Directors was comprised of seven directors, namely Gary L. Cavey, D. Kyle Cerminara, Marc E. LeBaron, Samuel C. Freitag, James C. Shay,Lewis M. Johnson, William J. Gerber, Colonel Jack H. Jacobs, Charles T. Lanktree, Robert J. MarinoRoschman, and Robert J. Roschman. Effective May 8, 2015, Mr. CaveyNdamukong Suh, all of whom were elected at the 2020 Annual Meeting of Stockholders held on November 30, 2020 (with the exception of Colonel Jacobs who resigned from the Board of Directors. Ndamukong Suh wasDirectors on October 5, 2020). Mr. Johnson resigned from the Board of Directors on March 9, 2021. Michael C. Mitchell and Larry G. Swets, Jr. were appointed to serve as a director effective January 18, 2016. Robert J. Marino and Marc E. LeBaron are not being renominated for re-election at the Annual Meeting. The Board is also nominating Lewis M. Johnson for election to the Board.

Our Board recommends a vote “FOR” the election of all the nominees listed below.

BOARD OF DIRECTORSDirectors on October 4, 2021.

Set forth below is a list of the eight director nomineesseven current directors of the Company, each of whom is nominated for electionre-election at the Annual Meeting, and certain information regarding them.them, including their age as of the Annual Meeting. The information below also sets forth the year in which each current director became a director of the Company. Each director nominee, if elected, will be entitled to serve until the 20172022 Annual Meeting and until a successor is duly elected and qualified.qualified or until his earlier retirement, resignation or removal.

D. Kyle Cerminara, age 38,44, has beenserved as a director of Ballantyne Strong since February 2015 and the Chairman of the Company’s Chairman, CEO and a directorBoard of Directors since May 2015. Mr. Cerminara is alsopreviously served as the Company’s Chief Executive Officer Co-Founderfrom November 2015 to April 2020. Mr. Cerminara has over 20 years’ experience as an institutional investor, asset manager, director, chief executive, founder and Partneroperator of multiple financial services and technology businesses. Mr. Cerminara co-founded Fundamental Global Investors, LLC, an SEC registered investment advisor that manages equity and fixed income hedge funds andin 2012, which is the largest stockholder of the Company. In addition,Company, and serves as its Chief Executive Officer. Mr. Cerminara is Co-Chief Investment Officera member of Capital Wealth Advisors,the board of directors of a wealth advisornumber of companies focused in the reinsurance, investment management, technology and multi-family office affiliated withcommunication sectors. These include FG Financial Group, Inc. (Nasdaq: FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance and investment management company, since December 2016; Aldel Financial Inc. (NYSE: ADF), a special purpose acquisition company co-sponsored by Fundamental Global, Investors, LLC. Inwhich has entered into a definitive business combination agreement with Hagerty, a leading specialty insurance provider focused on the global automotive enthusiast market, since April 2021; BK Technologies Corporation (NYSE American: BKTI), a provider of two-way radio communications equipment, since July 2015; and Firefly Systems Inc., a venture- backed digital advertising company, since August 2020. He has also served as President of FG New America Acquisition II Corp., a special purpose acquisition company in the process of going public and focused on merging with a company in the InsureTech, FinTech, broader financial services and insurance sectors since February 2015, he2021. From July 2020 to July 2021, Mr. Cerminara served as Director and President of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company, which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit. Mr. Cerminara was also appointed toChairman of FG Financial Group, Inc. in May 2018. He served on the Board of Directors of GreenFirst Forest Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the Company.forest products industry, from June 2016 to October 2021 and was also appointed Chairman from June 2018 to June 2021. Mr. Cerminara haswas also the Chairman of BK Technologies Corporation from March 2017 until April 2020. He also served on the Board of Directors of RELM Wireless Corporation,Limbach Holdings, Inc. (Nasdaq: LMB), a publicly traded company onwhich provides building infrastructure services, from March 2019 to March 2020; Iteris, Inc. (Nasdaq: ITI), a publicly-traded, applied informatics company, from August 2016 to November 2017; Magnetek, Inc., a publicly-traded manufacturer, in 2015; and blueharbor bank, a community bank, from October 2013 to January 2020. He served as a Trustee and President of StrongVest ETF Trust, which was an open-end management investment company, from July 2016 to March 2021. Previously, Mr. Cerminara served as the NYSE MKT, since July 2015.Co-Chief Investment Officer of CWA Asset Management Group, LLC, a position he held from January 2013 to December 2020. Prior to co-founding Fundamental Global Investors, LLC and partnering with Capital Wealth Advisors,these roles, Mr. Cerminara was a Portfolio Managerportfolio manager at Sigma Capital Management, an independent financial adviser, from 2011 to 2012, a Directordirector and Sector Headsector head of the Financials Industry at Highside Capital Management from 2009 to 2011, and a Portfolio Managerportfolio manager and Directordirector at CR Intrinsic Investors from 2007 to 2009. Before joining CR Intrinsic Investors, Mr. Cerminara was a Vice President, Associate Portfolio Managervice president, associate portfolio manager and Analystanalyst at T. Rowe Price (Nasdaq: TROW) from 2001 to 2007, where he was named amongst Institutional Investor’s Best of the Buy Side Analysts in November 2006, and an Analystanalyst at Legg Mason from 2000 to 2001. Mr. Cerminara received an MBA degree from the Darden Graduate School of Business at the University of Virginia and a B.S. in Finance and Accounting from the Smith School of Business at the University of Maryland, where he was a member of Omicron Delta Kappa, an NCAA Academic All American and Co-Captain of the men’s varsity tennis team. He also completed a China Executive Residency at the Cheung Kong Graduate School of Business in Beijing, China. Mr. Cerminara holds the Chartered Financial Analyst (CFA) designation. Mr. Cerminara brings to the Board of Directors the perspective of one of the Company’s most significant stockholders.largest stockholder. He also has extensive experience in the financial industry, including investing, capital allocation, finance and financial analysis of public companies, that qualifies him to serve onand operational experience as our Board of Directors.

Samuel C. Freitag, age 60, has been an independent private investor since January of 2004. From July 2002 to December 2003, he was President of McCarthy Capital Corporation, a private equity fund manager of approximately $300 million in capital. From 1986 until 1997, he held various positions with George K. Baum Merchant Bank, LLC, including serving as Senior Managing Director and Director, Investment Banking. Mr. Freitag has served as a director of Ballantyne since June 2011. Mr. Freitag’s investment banking experience and service on other boards of directors provide him the executive experience and knowledge toformer Chief Executive Officer, which qualify him to serve on our Board of Directors.

William J. Gerber, age 58,63, has served as a director of Ballantyne Strong since May 2015. Mr. Gerber served as Chief Financial Officer of TD Ameritrade Holding Corporation (TD Ameritrade)(Nasdaq: AMTD) (“TD Ameritrade”), a provider of securities brokerage services and related technology-based financial services to retail investors, traders and independent registered investment advisors, from October 2006 to October 2015. In May 2007, he was named Executive Vice President of TD Ameritrade. In his role as Chief Financial Officer, he oversaw investor relations, business development, certain treasury functions and finance operations, including accounting, business planning and forecasting, external and internal reporting, tax and competitive intelligence. From May 1999 until October 2006, he served as the Managing Director of Finance at TD Ameritrade, during which time he played a significant role in evaluating merger and acquisition opportunities. Prior to joining TD Ameritrade, he served as Vice President of Acceptance Insurance Companies, Inc. (“Acceptance”), where he was responsible for all aspects of mergers and acquisitions, investment banking activity, banking relationships, investor communications and portfolio management. Prior to joining Acceptance, Mr. Gerber spent eight years with Coopers & Lybrand, now known as PricewaterhouseCoopers, serving as an audit manager primarily focusing on public company clients. Mr. Gerber was named to Institutional Investor Magazine’s All-America Executive Team as one of the top three CFOs in the Brokerage, Asset Managers and Exchanges category (2012 2013 and 2014)2013). He was also named a member of the CNBC CFO Council (2013 and 2014). He servesSince January 2017, he has served on the Board of Directors for CTMGof Northwestern Mutual Series Fund, Inc. and Boys Town National Board of Trustees., a mutual fund company. He has also served on the Board of Directors of the U.S. holding company for the Royal Bank of Canada since July 2016 and Streck, Labs, Inc., a privately held company, since March 2015. He previously served on the Boys Town National Board of Trustees and the Board of Directors for CTMG Inc., a privately held pharmaceutical testing company. Mr. Gerber holds a B.B.A. in Accounting from the University of Michigan. Mr. Gerber is also a CPACertified Public Accountant in the State of Michigan. Mr. Gerber has served as a director of the Company since May 2015. Mr. Gerber has served as Executive Vice President and Chief Financial Officer of TD Ameritrade, an online brokerage business, for more than eight years and has extensive financial experience, bringing valuable skills to our Board of Directors.

Charles T. Lanktree, age 66,72, has served as President anda director of Ballantyne Strong since May 2015. Mr. Lanktree has served as Chief Executive Officer of Eggland’s Best, LLC, a joint venture between Eggland’s Best, Inc. and Land O’Lakes, Inc. and one of the leading distributors of freshdistributing nationally branded eggs, since 2012.2012 and also served as its President from 2012 to 2018. Since 1997, Mr. Lanktree has served as President and Chief Executive Officer of Eggland’s Best, Inc., a franchise-driven consumer egg business, where he previously served as the President and Chief Operating Officer from 1995 to 1996 and Executive Vice President and Chief Operating Officer from 1990 to 1994. Mr. Lanktree currently serves on the Board of Directors of Eggland’s Best, Inc. and several of its affiliates. He has also served on the board of directors of BK Technologies Corporation (NYSE American: BKTI), a holding company with a wholly-owned operating subsidiary that manufactures high-specification communications equipment, since March 2017. From 20092010 to 2013, he served on the Board of Directors of Eurofresh Foods, Inc., a privately held company.company, and, from 2004 to 2013, he was on the Board of Directors of Nature’s Harmony Foods, Inc. Prior to joining Eggland’s Best, Inc., Mr. Lanktree served as the President and Chief Executive Officer of American Mobile Communications, Inc. from 1987 to 1990 and as the President and Chief Operating Officer of Precision Target Marketing, Inc. from 1985 to 1987. From 1976 to 1985, he held various executive-level marketing positions with The Grand Union Company and Beech-Nut Foods Corporation. Mr. Lanktree received an MBA from the University of Notre Dame and a B.S. in Food Marketing from St. Joseph’s College. He also served in the U.S. Army and U.S. Army Reserves from 1971 to 1977. Mr. Lanktree’s 25 years of experience in consumer marketing and retail operations and his extensive experience as a Chief Executive Officer, coupled with his knowledge and insight of the retail industry, including distribution and franchising operations, qualifies him to serve on our Board of Directors.

Michael C. Mitchell, age 41, has served as a director of Ballantyne Strong since October 2021. Mr. Mitchell most recently served as a Partner at Locust Wood Capital, which he retired from in 2019 after nine years with the firm in analytical positions in the consumer, industrial, real estate and media industries. From 2006 to 2011, Mr. Mitchell was a senior analyst at Breeden Capital LP, working with former SEC Chairman Richard C. Breeden, where Mr. Mitchell was primarily focused on consumer business and was actively involved in board engagements at Applebee’s, a then-Nasdaq-listed restaurant operating company and franchisor and Zale Corporation, a then-NYSE-listed leading specialty retailer of fine jewelry as an advisor to the board. From 2005 to 2006, Mr. Mitchell worked as an analyst for Kellogg Capital Group, LLC, the private investment firm founded by Peter Kellogg, From 2004 to 2005, Mr. Mitchell served as an equity research analyst at Jefferies and Company, Inc. covering post-reorganization equities. Mr. Mitchell is currently the Chief Operating Officer of Children’s Eye Care of Northern Colorado, P.C., a Pediatric Ophthalmology practice based in Fort Collins, CO, which he cofounded and operates with his wife Dr. Carolyn G. Mitchell. Additionally, Mr. Mitchell serves on the advisory board of the Michael F. Price College of Business at the University of Oklahoma. Mr. Mitchell received an MBA from the Michael F. Price College of Business at the University of Oklahoma and a B.S. in Marketing from the Spears College of Business at Oklahoma State University. We believe Mr. Mitchell is qualified to serve on our Board of Directors as he offers the Board valuable insights obtained through his extensive experience in the financial industry, including investing, capital allocation, finance and financial analysis of public companies.

Robert J. Roschman, age 50,56, has served as a director of Ballantyne Strong since May 2015. Mr. Roschman has been an owner of Triple R. Associates, Ltd., a real estate firm with over 100 properties leased to fast food, distribution and retail tenants, since 1992. Mr. Roschman also holds ownership interests in several development properties throughout Florida. Mr. Roschman currently servespreviously served on the Board of Directors of Giant Bank Holdings, Inc., a privately held federally chartered bank with an Internet division, which he founded in 1998.1998 and which merged into Home BancShares, Inc. (Nasdaq: HOMB) in February 2017. From 1987 to 2000, Mr. Roschman was a Co-Founder and Vice President of Snapps Restaurants, Inc., a 76-store fast food restaurant which merged into Rally’s Hamburgers, Inc. From 1983 until 1997, he served as a shareholder of Charter Bank in Delray Beach, Florida, which merged into Southtrust Bank in 1997. Mr. Roschman received a B.S. from Florida State University. He has served as a director of the Company since May 2015. Mr. Roschman brings over 30 years of experience as an investor in multiple lines of business, including real estate, franchising, distribution, banking and retail. Mr. Roschman’s extensive experience as an investor and in managing and overseeing multiple businesses is valuable for evaluating strategic opportunities and qualifies him to serve on our Board of Directors.

James C. Shay, age 52, is the Executive Vice President and Chief Financial Officer for Hallmark Cards, Inc., a retailer of greeting cards and gifts, which position he has held since January 2016. Prior to that, he was Executive Vice President – Finance at Hallmark since August 2015. Previously, Mr. Shay served as Senior Vice President, Finance and Strategic Planning, and Chief Financial Officer for Great Plains Energy, Inc. (NYSE: GXP), a public utility holding company, and Kansas City Power & Light Company, an electric utility company, from 2010 to 2015, Chief Financial Officer for Northern Power Systems from 2009 to 2010, Managing Director of Frontier Investment Bank from 2007 to 2009, Chief Financial Officer for Machine Laboratory, LLC (after its acquisition from BOA) from 2004 to 2006 and in various positions with BHA from 1992 until its acquisition of Machine Laboratory LLC in 2004. Mr. Shay is a Certified Public Accountant. Mr. Shay has served as a director of Ballantyne since May 2012. He is also a member of the Board of Directors of Crown Media Holdings, Inc. (NASDAQ: CRWN), the MRI Global Board of Trustees and its Finance and Audit Committee, the University of Kansas School of Business Advisory Board and the University of Kansas Hospital Advancement Board. Mr. Shay’s extensive background in finance and accounting as well as his executive experience qualify him to serve on our Board of Directors.

Ndamukong Suh, age 29,34, has served as a director of Ballantyne Strong since January 2016. Mr. Suh is an independent private investor. Mr. Suhinvestor and holds ownership interests in several real estate development projects across Michigan, Nebraska, Oregon and Colorado. Mr. Suh is the Founder and a director of the Ndamukong Suh Family Foundation. He is also a professional athlete and has been a member of the Tampa Bay Buccaneers of the National Football League (“NFL”) since 2019, becoming a Super Bowl champion in February 2021. He previously was with the NFL’s Los Angeles Rams from 2018 to 2019, Miami Dolphins from 2015 to 2017 and Detroit Lions from 2010 to 2014. He currently serves on the Board of Advisors of Ember Technologies, a privately held manufacturer and designer of patented temperature adjustable dishware and drinkware. Mr. Suh holds a Bachelor’s degree in Engineering focused on Construction Management from the University of Nebraska. Mr. Suh has served as a director of Ballantyne since January 2016. Our Board of Directors believes that Mr. Suh’s well cultivated business and personal network will addadds unique value to the Company, now and into the future, which, coupled with his extensive experience as an investor, allowingallows him to evaluate strategic opportunities and qualifies him to serve on our Board of Directors.

Lewis M. JohnsonLarry G. Swets, Jr., age 46, has served as a director of Ballantyne Strong since October 2021. Mr. Swets has served as the Chief Executive Officer of FG Financial Group, Inc. (Nasdaq: FGF) (“FG Financial”), a diversified reinsurance, investment management and real estate holding company, since November 2020, after having served as Interim CEO from June 2020 to November 2020. Mr. Swets founded Itasca Financial LLC (“Itasca Financial”), an advisory and investment firm, in 2005 and has served as its managing member since inception. Mr. Swets is a member of the board of directors of FG Financial since November 2013; GreenFirst Forest Products Inc. (TSXV: GFP) (“GreenFirst”), a public company focused on investments in the forest products industry, since June 2016; Harbor Custom Development, Inc. (Nasdaq: HCDI) since February 2020; Insurance Income Strategies Ltd. since October 2017; Alexian Brothers Foundation since March 2018; and Unbounded Media Corporation since June 2019. Previously, Mr. Swets served as a Director and Chief Executive Officer of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit, from July 2020 to July 2021. Mr. Swets served as Chief Executive Officer of GreenFirst from June 2016 to June 2021. Mr. Swets served as the Chief Executive Officer of Kingsway Financial Services Inc. (NYSE: KFS) (“Kingsway”) from July 2010 to September 2018, including as its President Co-Founderfrom July 2010 to March 2017. He served as Chief Executive Officer and Partnera director of Fundamental Global Investors, LLC,1347 Capital Corp., a special purpose acquisition company, from April 2014 to July 2016 when the company completed its initial business combination to form Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach”). Mr. Swets also previously served as a member of the board of directors of Limbach from July 2016 to August 2021; Kingsway from September 2013 to December 2018; Atlas Financial Holdings, Inc. (Nasdaq: AFH) from December 2010 to January 2018; FMG Acquisition Corp. (Nasdaq: FMGQ) from May 2007 to September 2008; United Insurance Holdings Corp. from 2008 to March 2012; and Risk Enterprise Management Ltd. from November 2007 to May 2012. Prior to founding Itasca Financial, Mr. Swets served as an SEC registered investmentinsurance company executive and advisor, that manages equityincluding the role of director of investments and fixed income hedge funds and is the largest stockholder of the Company. In addition,portfolio manager for Lumbermens Mutual Casualty Company, formerly known as Kemper Insurance Companies. Mr. Johnson is Co-Chief Investment Officer of Capital Wealth Advisors, a wealth advisor and multi-family office affiliated with Fundamental Global Investors, LLC. Prior to co-founding Fundamental Global Investors, LLC and partnering with Capital Wealth Advisors, Mr. Johnson was a private investor from 2010 to 2012. From 2008 to 2010 Mr. Johnson served as Portfolio Manager and Managing Director at Louis Dreyfus Highbridge Energy. Previously Mr. Johnson was a Senior Vice President, Portfolio Manager and Analyst at Pequot Capital from 2006 to 2007. Prior to joining Pequot Capital, he was a Vice President and Analyst at T. Rowe Price from 2000 to 2006. He workedSwets began his career in insurance as an Analyst at Capital Research and Managementintern in the Kemper Scholar program in 1994. Mr. Swets earned a Master’s Degree in Finance from DePaul University in 1999 and a Vice President at AYSABachelor’s Degree from 1992 to 1998. Mr. Johnson received an MBA from the Wharton School of Business at theValparaiso University of Pennsylvania in addition to a MA in Political Science and a BA in International Studies from Emory University, where he graduated Magna Cum Laude and was1997. He is a member of Phi Beta Kappa.the Young Presidents’ Organization and holds the Chartered Financial Analyst (CFA) designation. Mr. Johnson hasSwets’ 25 years of experience within financial services and extensive financial experience in the financial industry, including investing, capital allocation, finance and financial analysis of public companies, which skills would be valuablequalifies him to serve on our Board of Directors.

CORPORATE GOVERNANCE

The Board of Directors unanimously recommends a vote “FOR” the election of each of the director nominees listed above.

CORPORATE GOVERNANCE

The Board of Directors operates pursuant to the provisions of the Company’s Certificate of Incorporation (as amended) and Bylaws (as amended) and has also adopted several corporate governance policies to address significant corporate governance issues. Our Code of Ethics, Audit Committee Charter, Nominating and Corporate Governance Committee Charter, and Compensation Committee charterCharter are available on our website atwww.strong-world.comwww.ballantynestrong.com .under the tab “Investor Relations” and then the “Corporate Governance” tab.

Board Leadership Structure and Role of the Board in Risk Oversight

D. Kyle Cerminara is the Chairman of the Company’s Board of Directors and former Chief Executive Officer. Mr. Cerminara is the Chief Executive Officer and Chairmanco-founder of the Board of Directors. Mr. Cerminara representsFundamental Global, the Company’s largest stockholder, which, represents 22.2%together with its affiliates, held approximately 29.5% of the voting and economic interest.interest in the Company as of the Record Date. As such, heMr. Cerminara may be deemed to be the Company’s controlling stockholder. It is

Prior to April 13, 2020, Mr. Cerminara’s opinion that a controlling stockholder who is active in the business,Cerminara served as is currently the case, should hold both roles, setting the toneChairman and Chief Executive Officer of the organization, having the ultimate responsibility for all of the Company’s operating and strategic functions, and providing unified leadership and direction toCompany, which the Board of Directors believed was the best leadership structure for us and our stockholders at the Company’s executive management. The opinion is shared bytime. On April 13, 2020, Mr. Cerminara resigned from his position as our Chief Executive Officer, while continuing to serve as Chairman of the Board of Directors. The Board believed separating the roles of Chairman of the Board and Chief Executive Officer at this time was in our and our stockholders’ best interests, as it allowed Mark Roberson, our new Chief Executive Officer, to focus his time and energy on the day-to-day management of the business, while our Chairman of the Board could focus on providing advice and oversight of management. In connection with Mr. Cerminara’s resignation as Chief Executive Officer, the Board also established a Co-Chairman of the Board position, held by Lewis Johnson, which was subsequently eliminated when Mr. Johnson resigned from the Board of Directors has not named a lead independent director, but receives strong leadership from allon March 9, 2021.

We believe it is beneficial to separate the roles of its members. OurChairman of the Board committees consist of only independent members, and our independent directors meet at least annually in executive session without the presence of non-independent directors and management. In addition, our directors take active and substantialChief Executive Officer to facilitate their differing roles in the activitiesleadership of our company. The role of the Chairman includes setting the agenda for, and presiding over, all meetings of our Board, atincluding executive sessions of independent directors, providing input regarding information sent to our Board, serving as liaison between the full board meetings. They are able to propose items for board meeting agendas,CEO and the Board’s meetings include timeindependent directors and directors and providing advice and assistance to the CEO. The Chairman is also a key participant in establishing performance objectives and overseeing the process for discussionthe annual evaluation of items not onour CEO’s performance. In contrast, our CEO is responsible for handling our day-to-day management and direction, serving as a leader to the formal agenda. Ourmanagement team and formulating corporate strategy.

Mr. Roberson serves as Chief Executive Officer while Mr. Cerminara is currently the non-executive Chairman of the Board. The Board has historically sought to ensure that a majority of its members are independent. The Board believes that this open structure as comparedis appropriate for the Company and provides the appropriate level of independent oversight necessary to a systemensure that the Board meets its fiduciary obligations to our stockholders, that the interests of management and our stockholders are properly aligned, and that we establish and follow sound business practices and strategies that are in which therethe best interests of our stockholders.

The Board of Directors does not believe that one particular leadership structure is a designated lead independent director, facilitates a greater sense of responsibility among our directorsappropriate at all times and facilitates active and effective oversight bywill continue to evaluate the independent directors of the Company’s operations and strategic initiatives, including any risks.Board’s leadership structure from time to time.

One of the Board’sBoard of Directors’ key functions is informed oversight of the Company’s risk management process. The Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various Board standing committees of the Board of Directors that address risks inherent in their respective areas of oversight. In particular, the Board of Directors is responsible for monitoring and assessing strategic and operational risk exposure.exposure, which may include financial, legal and regulatory, human capital, information technology and security and reputation risks. The Audit Committee has the responsibility to consider and discuss major financial risk exposures and the steps management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also provides oversight of the performance of the internal audit function. The Nominating and Corporate Governance Committee monitors the effectiveness of the Company’s corporate governance guidelinespolicies and the selection of prospective members of the Board membersof Directors and their qualifications.qualifications, as well as environmental, social and governance (“ESG”)-related risks. The Compensation Committee, in conjunction with the Audit Committee, assesses and monitors whether any of the Company’s compensation policies and programs have the potential to encourage excessive risk-taking. In addition, the Compensation Committee reviews and monitors matters related to human capital management, including diversity and inclusion initiatives and management of human capital risks. Like all businesses, we also face threats to our cybersecurity, as we are reliant upon information systems and the Internet to conduct our business activities. In light of the pervasive and increasing threat from cyberattacks, the Board believes oversight of this risk is appropriately allocated to the Audit Committee. The Audit Committee, with input from management, assesses the Company’s cybersecurity risks and the measures implemented by the Company to mitigate and prevent cyberattacks and respond to data breaches, and periodically reports on the Company’s cybersecurity program to the Board of Directors. In addition, management and the Board of Directors have recently focused on risks relating to, and the impact on the Company from, the COVID-19 pandemic, and will continue to do so while the situation remains in flux.

Typically, the entire Board of Directors meets with management and the applicable committees of the Board committeesof Directors at least annually to evaluate and monitor respective areas of oversight. Both the Board of Directors as a whole and the various standing committees receive periodic reports from individuals responsible for risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board of Directors as quickly as possible. The Board’sBoard of Directors’ role in risk oversight does not affect the Board’sits leadership structure. However, our Board’s leadership structure supports such risk oversight by combining the Chairman position with the Chief Executive Officer position, the person with primary corporate responsibility for risk management.

Board Independence

The Board of Directors is composed of a majority of independent directors as defined by the listing requirements of the NYSE MKT.American. The Board of Directors has determined that Messrs. LeBaron, Freitag, Shay, Gerber, Lanktree, Roschman Marino and Suh are independent directors of the Company and Mr. Johnson qualifies as an independent director, if elected, under the listing standards adopted by the NYSE MKT.American. In making these independence determinations, the Board of Directors considered all of the factors that automatically compromise director independence as specified in the NYSE MKT’sAmerican’s listing standards and determined that none of those conditions existed. In addition, the Board of Directors considered whether any direct or indirect material relationship, beyond those factors that automatically compromise director independence, existed between those directors, and director nominees, their immediate family members, or their affiliated entities, on the one hand, and us and our subsidiaries, on the other hand. The Board of Directors determined, for those directors identified as independent above, that any relationship that existed was not material and did not compromise that director’s independence.

Our independent directors meet in an executive session at least once per year. All standing committee members are independent for the purpose of the committees on which they serve.

Communication to the Board

Stockholders and other interested parties wishing to communicate with the Board of Directors should addressor a specific director may do so by delivering written correspondence to the Corporate Secretary of the Company whoat: Attn: Corporate Secretary, Ballantyne Strong, Inc., 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209. The Corporate Secretary will present the communication to the Board.appropriate director or directors.

Board and Committee Meeting Attendance

The Board of Directors held four (4)ten meetings in person during 2015. In addition, the Board of Directors held eight (8) meetings via teleconference. Each2020. During 2020, each current director attended at least 75seventy-five percent (75%) of the aggregate of the total number of boardBoard meetings held during the period for which he has beenserved as a director and the total number of meetings held by all committees of the Board on which he served during the periods that he served.

Board AttendanceThe Company does not have a policy with regard to board members’ attendance at annual meetings of our stockholders. Messrs. Cerminara, Gerber, Lanktree and Roschman attended the 2020 Annual Meeting of Stockholders.

Hedging and Pledging Policy

Under Ballantyne Strong’s Insider Trading Policy, all directors, officers and employees of Ballantyne Strong and its subsidiaries are prohibited from engaging in any hedging transactions involving Ballantyne Strong securities or equity securities of any subsidiaries of Ballantyne Strong, holding Ballantyne Strong securities in a margin account or pledging Ballantyne Strong securities as collateral.

All membersLegal Proceedings

No director or executive officer has been involved in any legal proceeding during the past ten years that is material to an evaluation of thehis or her ability or integrity.

Family Relationships

There are no family relationships among any of our directors, director nominees or executive officers.

BOARD COMMITTEES

The Board of Directors are encouraged to attend the Annual Meeting. All directors who were standing for re-election and serving at the time attended the 2015 Annual Meeting with the exception of Mr. LeBaron.

BOARD COMMITTEES

The Board has an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. The current charters for each of the Committeescommittees are available on our websitewww.strong-world.comwww.ballantynestrong.com. under the “Investor Relations” tab and then the “Corporate Governance” tab. The members of the Board committees, as of the date of this Proxy Statement,Record Date, are identified in the following table:

*(1) Chairman of the Board.Board of Directors.

(2) Mr. Roschman was appointed as a member of the Audit Committee on April 13, 2020.

(3) Mr. Lanktree was appointed as a member of the Nominating and Corporate Governance Committee on September 29, 2021.

(4) Mr. Roschman was appointed as the chair of the Nominating and Corporate Governance Committee on September 29, 2021.

Audit Committee

The Audit Committee of the Company’s Board of Directors consists of directors ShayMessrs. Gerber (Chair), LeBaron, Freitag, Gerber, and MarinoRoschman, who are independent for purposes of serving on the committee under the SEC’s rules and NYSE MKT’sAmerican’s listing requirements. The Audit Committee acts under a written charter adopted by the Board of Directors. All Audit Committee members are financially literate. The Board of Directors has determined that Mr. ShayGerber is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act. The Audit Committee assists the Board of Directors in fulfilling its responsibilities for oversight of the quality and integrity of the accounting, auditinginternal controls, and reporting practices of the Company, and performs such other duties as are directed by the Board.Board of Directors. The Audit Committee’s role includes a particular focus on the qualitative aspects of financial reporting to stockholders, and on the Company’s processes to manage business and financial risk, and for compliance with significant applicable legal, ethical and regulatory requirements. At least annuallyThe Audit Committee’s responsibilities include, among other things, reviewing policies and generallyprocedures regarding transactions, and reviewing and overseeing the transactions, between the Company and officers, directors and other related parties that are not a normal part of the Company’s business, and overseeing compliance with the Company’s Code of Ethics and considering conflicts of interest. Annually and on a quarterly basis, the Audit Committee reviews and discusses matters separately with management of the Company and with the Company’s independent auditors.registered public accounting firm.

The Audit Committee also conducts periodic oversight of the Company’s risk management, including regularly reviewing the Company’s cybersecurity and other information technology risks, controls and procedures and the Company’s plans to mitigate cybersecurity risks and to respond to data breaches.

The Audit Committee is directly responsible for the appointment of the independent registered public accounting firm engaged to prepare and issue an audit report on the financial statements and internal controls of the Company and periodically reviews and evaluates theirsuch firm’s performance and independence from management. All audit and permitted non-audit services are pre-approved by the Committee. Any services not covered by prior pre-approval, or services exceeding the pre-approved cost levels, must be approved in advance by theAudit Committee. The Audit Committee has delegated the responsibility of approving proposed non-audit services that arise between Audit Committee meetings to the Audit Committee Chairman, provided that the decision to approve the services is presented for ratification at the next scheduled Audit Committee meeting. During 2015,2020, the Audit Committee held two (2) meetings in person. In addition, the Committee held two (2) meetings via teleconference.four meetings.

Compensation Committee

The Compensation Committee of the Company’s Board of Directors consists of directorsMessrs. Lanktree (Chair), Freitag, LeBaron, Gerber Marino and Roschman. All members of the Compensation Committee are independent for purposes of serving on the committee under the NYSE MKT’sAmerican’s listing requirements.requirements and applicable SEC and tax regulations. The Compensation Committee acts under a written charter adopted by the Board of Directors. The Compensation Committee is responsible for establishing policies with respect to the compensation of the Company’s officers and has overall responsibilities for approving and evaluating officer compensation plans, policies and programs of the Company. The Compensation Committee’s functions include, but are not limited to:

The Compensation Committee has the sole authority to retain and to terminate any compensation consultant, legal counsel or financial or other advisor to be used to assist in the performance of its duties and responsibilities, without consulting or obtaining the approval of senior management of the Company in advance, and has the sole authority to approve the compensation advisor’s fees and other retention terms. The Compensation Committee is responsible for annually reviewing an assessment of any potential conflict of interest raised by the work of a compensation consultant (and other compensation advisor, as required) that is involved in determining or recommending executive and/or director compensation.

The Compensation Committee may delegate its authority to a subcommittee of its members. Further discussion of theThe Compensation Committee can be found under the heading “Compensation Discussion and Analysis.” The Committee held two (2) meetings in person during 2015. In addition, the Committee held one (1) meeting via teleconference.2020.

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are directors FreitagMessrs. Roschman (Chair), Shay, LeBaron, Gerber, Lanktree Marino and Roschman.Suh. All members of the Nominating and Corporate Governance Committee are independent for purposes of serving on the committee under the NYSE MKT’sAmerican’s listing requirements. The Nominating and Corporate Governance Committee acts under a written charter adopted by the Board of Directors. The functions of the Nominating and Corporate Governance Committee include, among other items, overseeing all aspects of the Company’s corporate governance functions, including compliance with significant legal, ethical and regulatory requirements. The Nominating and Corporate Governance Committee’s functions include, but are not limited to:

The Nominating and Corporate Governance Committee also reports to, and assists, the Board of Directors in identifying individuals for membership toon the Board of Directors and recommends to the Board of Directors the director nominees for the nextCompany’s Annual Meeting of Stockholders. The Nominating and Corporate Governance Committee did not hold a meetingmeet during 2015 as the new Board transitioned following the settlement of the proxy contest and handled many duties typically handled by the committee as the full Board.2020.

Director Nomination Process—The Nominating and Corporate Governance Committee believes that the Company is well-served by its current directors. In the ordinary course, absent special circumstances or a material change in the criteria for membership on the Board membership,of Directors, the Nominating and Corporate Governance Committee will re-nominate incumbent directors who continue to be qualified for service on the Board serviceof Directors and are willing to continue as directors. If an incumbent director is not standing for re-election or if a vacancy occurs between annual stockholder meetings, the Nominating and Corporate Governance Committee will seek out potential candidates for appointment to the Board appointmentof Directors who meet the criteria for selection as a nominee and have the specific qualities or skills being sought. Director candidates will be selected based upon input from the members of the Board of Directors, senior management of the Company and, if the Nominating and Corporate Governance Committee deems appropriate, a third-party search firm.

Candidates will be chosen for their ability to represent all of the stockholders, and for their character, judgment, fairness and overall ability. As a group, they are expected to set the appropriate policy for the Company, and to bring to the Board of Directors broad experience in business matters and an insight and awareness of the appropriate and ever-changing role that corporations should have in society. Because the advice of those facing similar issues is of particular value, executive officers of other corporations are desirable candidates. Ballantyne Strong does not have a set policy or process for considering “diversity”, however that term may be defined, in identifying nominees. However, Thethe Nominating and Corporate Governance Committee strives to identify and recruit individuals whose diverse talents, experiences and backgrounds enhance the inclusive environment in which the Board of Directors currently functions. The Nominating and Corporate Governance Committee relies upon its judgment of the foregoing general criteria and the following personal criteria in selecting candidates for nomination to the Board of Directors:

The Nominating and Corporate Governance Committee evaluated Messrs. D. Kyle Cerminara, Samuel C. Freitag, James C. Shay, William J. Gerber, Charles T. Lanktree, Robert J. Roschman and Ndamukong Suh, all of whom are incumbent directors, in addition to Lewis M. Johnson, a director nominee, and recommended their nomination to the Board of Directors. The Board, in turn, nominated these eight persons for election as directors at the Annual Meeting. Based upon discussions with Mr. Cerminara and Fundamental Global, Mr. Cerminara suggested Mr. Johnson, President, Co-Founder and Partner of Fundamental Global Investors, LLC, as a person that the Nominating and Corporate Governance Committee should consider for nomination to our Board of Directors. After evaluating the qualifications of the individuals submitted for consideration, including Mr. Johnson, the Nominating and Corporate Governance Committee recommended to the Board that Mr. Johnson be nominated for election at the Annual Meeting, and the Board approved his nomination.

The Nominating and Corporate Governance Committee will also consider proposals for nominees for director from stockholders which are made in writing to the Corporate Secretary of the Company and comply with Bylaw requirements.the requirements set forth in the Bylaws. The recommendation must contain sufficient background information concerning the nominee to enable a proper judgment to be made as to his or her qualifications. Recommendations must also include a written statement from the candidate expressing a willingness to serve.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is a list of the names and ages of the current executive officers of the Company as of the Record Date, their business history and their term of office with the Company.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Our fiscal year 2015 was a transition year for our company in many respects, including in our board composition, leadership and executive compensation.

On February 20, 2015, the Board of Directors elected Mr. Cerminara, Chief Executive Officer, Co-Founder and Partner of Fundamental Global Investors, LLC, to serve as a director until our 2015 Annual Meeting. In settling a proxy contest with Fundamental Global, our largest stockholder, on April 21, 2015, the Company expanded its Board of Directors to nine directors and nominated five director candidates from Fundamental Global’s slate of directors, who were elected at the 2015 Annual Meeting. In addition, on January 18, 2016, Mr. Suh joined our Board. Following the 2015 Annual Meeting, our board committees were reconstituted and the new leadership was appointed.

In addition to the significant changes in the composition of our Board and compensation committee, we made significant changes to our senior management. On November 24, 2015, the Board of Directors appointed Mr. Cerminara, who had served as Chairman of the Board since May 2015 and as Executive Chairman since September 2015, as our Chief Executive Officer. On November 2, 2015, Stephen L. Schilling joined us as President of our Digital Media business, and Ray F. Boegner was promoted to the newly created position of President of our Cinema business.

Due to these transitional events during our fiscal year 2015, we expect that the way we make compensation decisions in the future will follow a new course. Our Board is evaluating our compensation policies and practices, and we expect that the new compensation policies and practices adopted by our newly composed compensation committee will result in compensation packages for our executives and non-employee directors that reflect a new compensation philosophy.

Most of the decisions described in this Compensation Discussion and Analysis (this “CD&A”) were made by the Compensation Committee that existed prior to the 2015 Annual Meeting (the “previous committee”), which has been reconstituted and some members of which are no longer on the Board. It is important to distinguish the decisions made by the previous committee for 2015 that are reflected in this CD&A from those of the newly reconstituted committee, which for the most part will be reflected in next year’s proxy statement.

In this section of the proxy statement, we discuss in detaildisclose our executive compensation program for 2015 for our named executive officers (also referred to as the “NEOs”(the “Named Executive Officers”), consisting of our principal executive officers, our chief financial officer ourduring 2020, the two other individuals who were serving as executive officers employedat the end of 2020 and our former Chief Executive Officer. Our Named Executive Officers for 2020 were as of December 31, 2015, and one former executive officer who served during 2015 and whose compensation would have qualified him as being among the three highest paid executive officers had he still been serving as of December 31, 2015. Our NEOs for 2015 are:follows:

AsThe disclosures regarding executive compensation in this proxy statement describe our executive compensation program for 2020. We implemented certain actions related to executive compensation during 2020 as a result of these leadership transitions during 2015, our CD&Athe impact of the COVID-19 pandemic on the Company, the economy and the related compensation tables and narratives cover seven NEOs for 2015 and analyze a variety of compensation decisions and actions, some ofindustry, which were made specifically with regard to these transition events.

Compensation Philosophyare described as applicable throughout this section.

Decisions with respect to executive compensation are made by the Compensation Committee onBase Salaries

Effective as of March 1, 2017, Mr. Cerminara received an individual basis based upon a numberannual base salary of factors, including, but not limited to, the provisions of any existing employment contract with an executive officer, evaluation of the executive officer’s performance, the level of responsibility associated with the executive officer’s office, recruitment requirements and the performance of the Company. Prior to making compensation decisions with respect to our executive officers, the Compensation Committee takes into account the recommendations of$225,000 for his service as our Chief Executive Officer and our other Board members. In 2015, in determining and reviewing executive compensation, the previous Compensation Committee also consulted available information provided by Compensation Strategies, Inc. (“Compensation Strategies”) regarding companies of similar size and structure as well as industry data. The new Compensation Committee is evaluating the Company’s compensation structure with the goal of attracting and retaining talented individuals who are critical to the Company’s long-term success and aligning pay with performance.

Say-on-Pay Vote

The Company conducted its first advisory vote on executive compensation in May 2011, which passed with 96% of the vote. The Company’s stockholders also cast their votes in favor of an annual say-on-pay vote.

The Compensation Committee and our Board of Directors have considered the results of our 2015 say-on-pay vote, through which approximately 91% of the votes cast by our stockholders at the 2015 Annual Meeting expressed approval of our named executive officers’ compensation. Based on those results, the Compensation Committee at the time concluded that the compensation paid to the executive officers and our overall pay practices did not require substantial revision. The Board and the Committee had also determined to hold annual say-on-pay votes. The current Compensation Committee is evaluating the Company’s compensation structure.

Base Salary

The base salaries of executive officers are intended to reflect their individual contribution to the Company. Base salaries are reviewed annually and may be changed based on the individual’s performance or a change in competitive pay levels in the marketplace.

The Compensation Committee reviews and establishes the base salary of all executive officers based on independent competitive data, their leadership in establishing performance standards in the conduct of the Company’s business, and its expectation as to their future contributions in directing the long-term success of the Company and its business.

At the time of Mr. Cerminara’s appointment as our Chief Executive Officer, his annual base salary was set at $150,000. Pursuant to the employment agreement negotiated at the time of his appointment as President of Digital Media, Mr. SchillingBoegner receives an annual base salary of $275,000. Following his resignation as our Chief Executive Officer, Mr. Cerminara receives our standard non-employee director compensation, as described below under “Director Compensation.”

The Compensation Committee approved an increase in the annualMr. Roberson receives a base salary of Mr. Legband, effective$250,000, which salary was negotiated as of January 1, 2015, to $170,000, to bring his salary in line with market salaries and in recognitionpart of his long-term valueemployment agreement at the time of his hiring as Executive Vice President and Chief Financial Officer of the Company, effective November 16, 2018. Effective August 16, 2021, Mr. Roberson receives a base salary of $295,000.

Mr. Major receives a base salary of $200,000, which salary was negotiated as part of his employment agreement at the time of his hiring as Senior Vice President of Finance of the Company, effective March 20, 2019. Effective August 16, 2021, Mr. Major receives a base salary of $230,000.

In response to the Company.

The Compensation Committee approved increasesimpact of the COVID-19 pandemic on the Company, the economy, and the industry, each executive officer of the Company agreed to four temporary reductions in the annual base salaries of Mr. Legband and Mr. Boegner, effective as of January 1, 2016,otherwise payable to $185,000 and $225,000, respectively, to bring their salaries in line with market salaries, to account for Mr. Boegner’s promotion to President of Cinema, and in recognition of their long-term value to the Company.

Cash and Restricted Stock Bonuses

The Company’s Short-Term Incentive Plan (“STI Plan”) is an annual incentive program that provides the executive officers, and key management bonuses ifwhich were expected to be temporary until the Company achieves certain goals. The STI Plan provides forresumes normal operations. On April 29, 2020, as approved by the Board on April 30, 2020, Messrs. Roberson and Boegner agreed to a bonus payout60% reduction in the form of cash, restricted and unrestricted stock or some combination thereof based on certain criteria. For the 2015 STI Plan, the Compensation Committee established certain target award percentages of base salary to determine the target award for the named executive officers and certain key employees. The target award for Mr. Cavey was set at 30% of his base salary while the target awards for the remaining named executive officers were within a range of 17.5% to 20%each of their base salaries.salaries, and Mr. Cerminara was not eligible forMajor agreed to a 25% reduction in his salary, which reductions were effective from April 13, 2020, until June 30, 2020. On July 8, 2020, the STI PlanBoard approved, and Messrs. Roberson, Boegner and Major agreed to, a 25% reduction in 2015.each of their salaries, which reductions were effective from July 1, 2020, until and including July 31, 2020. On August 17, 2020, as approved by the Board on August 18, 2020, Messrs. Roberson, Boegner and Major agreed to a 25% reduction in each of their salaries, which reductions were effective from August 1, 2020, until and including August 31, 2020. On September 15, 2020, the Board approved, and Messrs. Roberson, Boegner and Major agreed to, a 25% reduction in each of their salaries, which reductions were effective from September 1, 2020, until and including September 30, 2020.

The Compensation Committee set three universal tactical goals that comprised 100% of the entire target award that applied to each of the participants of the STI Plan. The first universal goal was that fiscal year 2015 revenue exceeds certain thresholds as set forth in the Plan and represented 33% of the target award. The second universal goal was that fiscal year 2015 earnings before interest, taxes, depreciation and foreign exchange (EBITDA&FX) exceeds certain thresholds as set forth in the Plan and represented 34% of the target award. The final universal goal was Convergent Media Systems fiscal year 2015 gross margin exceeding certain thresholds as set forth in the Plan and represented 33% of the target award. The Committee deemed all the goals described above to be effective in focusing management on continued profitability and revenue growth of the Company.Discretionary Bonuses

In 2015, none of the universal tactical goals were achieved and therefore no payouts were made for this timeframe.

2015 was a transition year for the Company and the objectives for the Company. In 2015,October 2020, the Compensation Committee approved the payment of performance bonuses to Messrs. Roberson and Major of $75,000 and $25,000, respectively, for extra time and effort given by such employees in connection with the successful completion of the sale of our Strong Outdoor operating business. After considering a number of factors, including Company performance, the Compensation Committee determined not to pay any discretionary cash bonuses to Mr. Legband and Mr. Boegner of $30,000 and $15,000, respectively, intendedexecutive officers for 2019. The Compensation Committee determined to reward them for good performance in 2015 and in partaward equity grants to indicate their importance to the Company in order to retain them on a long-term basis.certain executive officers as described below.

Long-Term Incentives

Long-Term Incentives

TheWe use long-term incentive componentequity awards as a part of our executive compensation program, is designedin order to incentivize and reward the achievement of longer-term strategic objectives and align the financial interests of the Company’s executive officers with those of the Company’s stockholders. Traditionally, the Compensation CommitteeThe Company’s long-term incentive program for its Named Executive Officers has granted long term incentives to our named executive officers using a mixconsisted of equity compensation awards including performance units (or “PRUs”), restricted stock awards, (or “RSAs”), restricted stock units (or “RSUs”) and nonqualified stock options. Each such type of award, and the reasons it is used, is described below. At the Company’s 2017 Annual Meeting of Stockholders, the Company’s stockholders approved the 2017 Plan (prior to its amendment and restatement) as the successor to our 2010 Long-Term Incentive Plan (the “2010 Plan”) and 2014 Non-Employee Directors’ Restricted Stock Plan, and long-term incentive awards granted after the 2017 Annual Meeting of Stockholders have been made under the 2017 Plan. In addition, stockholders approved an amendment and restatement of the 2017 Plan at the 2019 Annual Meeting of Stockholders.

Long-Term Incentives Granted in 2015

In January 2015, the Committee granted 20,000 RSUs to Mr. Boegner, on the same terms as the RSU awards granted to the Company’s other executive officers who were serving as such in August 2014. The Committee considered these RSUs a retention incentive as the Company continues to move through the transitional nature of the business.

These RSUs generally will vest on August 21, 2018, but shall vest earlier if the following yearly performance hurdles based on stock performance are met:

RSUs will be settled in shares of Company common stock on a one-for-one basis as soon as practical following the fourth anniversary date of the grant or the anniversary of the grant date in the event yearly target stock price performance hurdle is achieved. The first hurdle calling for an average stock trading price over a 10 day period of at least $4.00 was achieved for the period ended December 31, 2014 and therefore 25% of the award vested on August 21, 2015. The second hurdle calling for an average stock trading price over a 10 day period of at least $4.40 was achieved for the period ended December 31, 2015 and therefore 25% of the award will vest on August 21, 2016.

In November 2015 and in connection with his appointment as our Chief Executive Officer, the Compensation Committee granted 60,000 RSAs to Mr. Cerminara. Half of the RSAs granted to Mr. Cerminara were vested immediately on the grant date, and one fourth of the RSAs will vest each year beginning on the first anniversary date of the grant.

In November 2015, the Compensation Committee granted nonqualified stock options to Mr. Cerminara (60,000 options), Mr. Boegner (40,000 options), Mr. Schilling (130,000 options, including 30,000 options awarded as an inducement grant) and Mr. Legband (40,000 options). The options granted in November 2015 have an option price of $4.33 (which is equal to the closing price on the NYSE American of the Company’s common stock on the NYSE MKT on November 20, 2015). The options granted to Mr. Cerminara, Mr. Boegner and Mr. Legband vest ratably (one-fifth each year) on November 22nd of the next five calendar years following the grant date. The inducement grant of 30,000 non-qualified stock options grantedare designed to Mr. Schilling vested immediately atmotivate executives to increase stockholder value as the grant date. The remainingstock options grantedwill only have value if our stockholders also benefit from increasing stock prices.

2020 Equity Grants

On October 9, 2020, the Compensation Committee approved grants of stock options and RSUs to Mr. Schilling vest in a one-fifth installment on the first anniversary dateMessrs. Roberson, Major and Boegner. Messrs. Roberson, Major and Boegner received options to purchase 20,000, 10,000 and 15,000 shares of the grantCompany’s common stock, respectively, at an exercise price of $1.60 per share, pursuant to the 2017 Plan. The stock options have a ten-year term, and become exercisable in subsequentone-fifth annual installments, beginning on the first day of each subsequent quarter for four years following the first anniversary of the grant date. Vesting is contingent upondate, subject to continued employment.

Messrs. Roberson, Major and Boegner also received 40,000, 20,000 and 30,000 RSUs, respectively, pursuant to the executive officer’s2017 Plan. These RSUs vest in one-third annual installments, beginning on the first anniversary of the grant date, subject to continued employment withemployment.

2019 Equity Grants

On June 6, 2019, the Compensation Committee approved grants of stock options and RSUs to Messrs. Cerminara, Roberson and Boegner. Messrs. Cerminara, Roberson and Boegner received options to purchase 30,000, 30,000 and 20,000 shares of the Company’s common stock, respectively, at an exercise price of $2.89 per share, pursuant to the 2017 Plan. The stock options have a ten-year term, and become exercisable in one-fifth annual installments, beginning on the first anniversary of the grant date, subject to continued employment.

Messrs. Cerminara, Roberson and Boegner also received 75,000, 65,000 and 40,000 RSUs, respectively, pursuant to the 2017 Plan. These RSUs vest in one-third annual installments, beginning on the first anniversary of the grant date, subject to continued employment.

On May 31, 2019, as a signing bonus, the Company duringgranted to Mr. Major 30,000 RSUs pursuant to the 2017 Plan, vesting period. No stock option may be exercised more than 10 years fromin one-third annual installments, beginning on the first anniversary of the grant date, of grant.subject to continued employment.

401(k) Retirement Plan

The Company has adopted aCompany’s executive officers are able to participate in the Company’s Retirement and Savings 401(k) Plan (the “Plan”“401(k) Plan”), which is a combination savings and profit sharing plan designed to qualify under Section 401 of the United StatesU.S. Internal Revenue Code of 1986, as amended (the “Code”), including the provisions of Section 401(k). In 2014, all employees of Ballantyne who were at least eighteen years old were eligible to participateCode. Participation in the 401(k) Plan is generally available to all Ballantyne Strong employees on the first of the month following thirty (30) days from the date of hire.same terms. Each participant may defer up to 100% of theirhis or her compensation. The Company may make a discretionary matching contribution equal to a uniform percentage of salary. Each year the Company will determinedetermines the amount of the discretionary percentage. In 2015,2020 and 2019, the Company matched 50% of the amount deferred up to 6% of theireach participating employee’s contribution. AllEmployee contributions to the 401(k) Plan are non-forfeitable. For 2015, no participant could contribute more than $18,000 toEmployer contributions vest annually over three years on the Plan and receive a deduction for federal income tax purposes while certain participants age 50 or older could contribute up to $24,000.employee’s employment anniversary. Benefits may be distributed to participants or their beneficiaries, as the case may be, in the event of a participant’s death, retirement or other termination of service, or, if the participant so requests, on reaching age 59½. Participants may be eligible to withdraw benefits in case of hardship.

Contributions to the 401(k) Plan made by the Company on behalf of the named executive officers of the CompanyNamed Executive Officers are included in the 20152020 Summary Compensation Table.

Other Employee BenefitsEmployment Agreements

The Company also provides its executives with certain benefits which are generally available to all employees of the Company, such as excess life and disability insurance. These benefits for the named executive officers of the Company are included in the 2015 Summary Compensation Table.

Employment Contracts and Severance Protections for Current Executive Officers

The Companycurrently has written employment agreements with Mr.Messrs. Boegner, Roberson and Mr. Schilling.Major. The material provisions of these employment agreements and the severance protections provided to our other current executive officers are discussed below.

Mr. Cerminara is entitled to severance and other benefits such as accrued vacation pursuant toBoegner’s employment agreement with the Company’s then-existing severance policy. Assuming a termination date of December 31, 2015, as required by the the SEC’s rules and assuming applicability of the Company’s then-existing severance policy, the approximate value of the severance benefits would have been $7,324 for Mr. Cerminara. In addition, the terms of the stock options and RSAs granted to Mr. Cerminara provide for accelerated vesting in the event of a change-in-control. Assuming that a change-in-control occurred at December 31, 2015, as required by the SEC’s rules, the approximate value of the vesting stock options would have been $16,800.

Mr. Schilling’s employment agreement,Company, which was entered into on November 2, 2015,February 14, 2012, provides for a base salary, subject to annual review and adjustment, and Mr. Boegner’s eligibility to participate in and/or receive other benefits under compensation plans provided to other executive employees of the Company, including an automobile allowance (which allowance was eliminated effective as of March 1, 2017). He is eligible for performance-based compensation in the form of an annual bonus and is eligible to receive awards, in the Compensation Committee’s discretion, under the Company’s long-term incentive plans. Pursuant to his employment agreement, in the event that his employment is terminated by Ballantyne Strong without cause or by Mr. Boegner for good reason, as these terms are defined in the agreement, then he will receive his base salary for a period equal to three (3) weeks for each year through October 2020 that he was employed by the Company. In addition, Ballantyne Strong will pay for, or reimburse Mr. Boegner for, the cost of health insurance during this same period. For more information on the terms of Mr. Boegner’s employment agreement, see “Potential Payments Upon Termination or Change in Control — Employment Agreements.”

Mr. Roberson’s employment agreement with the Company, which was entered into as of November 6, 2018, provides for an annual base salary of $250,000, subject to annual review and adjustment, and he is eligible for performance-based compensation in the form of an annual bonus of up to $325,000,targeted at $150,000, payable partly in cash and partly through equity awards as determined by the Compensation Committee, provided thatCommittee. The bonus will be subject to the Company achieves certain universal goals establishedachievement of performance metrics and other criteria as determined by the Compensation Committee. As a signing bonus, the Company granted Mr. Roberson 50,000 RSUs pursuant to Mr. Schillingthe 2017 Plan, vesting over a period of three years from the date of grant, and stock optionoptions to purchase 30,000 shares. In addition,40,000 shares of the Company grantedCompany’s common stock pursuant to the 2017 Plan, which options vest over a period of five years from the date of grant. Mr. Schilling a stock option to purchase 100,000 shares, vesting over five years. HeRoberson is also eligible to participate in the Company’s 401(k), medical, dental and vision plans and certain other benefits available generally to employees of the Company. Mr. Schilling’sThe employment agreement also contains customary non-competition and non-solicitation covenants. Mr. Roberson’s employment agreement was amended in September 2021 to provide a severance payment of one year salary and benefits continuation in the event he is terminated without cause.

Mr. Schilling is entitled to severance and other benefits such as accrued vacation pursuant to the Company’s then-existing severance policy. Assuming a termination date of December 31, 2015, as required by the SECs rules and assuming applicability of the Company’s then-existing severance policy, the approximate value of the severance benefits would have been $10,656 for Mr. Schilling. In addition, the terms of the stock options granted to Mr. Schilling provide for accelerated vesting in the event of a change-in-control. Assuming that a change-in-control occurred at December 31, 2015, as required by the SEC’s rules, the approximate value of the vesting stock options would have been $36,400.

Mr. Boegner’sMajor’s employment agreement with the Company, which was entered into as of March 20, 2019, provides for aan annual base salary. Hesalary of $200,000, subject to annual review and adjustment, and he is eligible for performance-based compensation in the form of an annual bonus undertargeted at 25% of base salary, payable in a combination in cash and equity, as determined by the Compensation Committee. The bonus will be subject to the achievement of performance metrics and other criteria as determined by the Compensation Committee. As a signing bonus, the Company granted Mr. Major 30,000 RSUs (equal to $90,000 of common stock, as determined based on the trading price of the Company’s Short-Term Incentivecommon stock on the date of grant) pursuant to the 2017 Plan, vesting over a period of three years from the date of grant. The Company also paid a cash signing bonus of $30,000, payable in two equal installments of $15,000 as of 30 and 60 days, respectively, following the date of the employment agreement, which bonus is subject to forfeiture in the event Mr. Major resigns from the Company or is terminated for cause. Mr. Major is also eligible to participate in the 2010 Long-Term Incentive Plan.Company’s 401(k), medical, dental and vision plans and certain other benefits available generally to employees of the Company. The employment agreement requiresalso contains customary non-competition and non-solicitation covenants. Mr. BoegnerMajor is entitled to acquire and maintain holdingsseverance equal to one year of Ballantyne’s Common Stock in accordance with the Company’s stock ownership requirement that is in effect. In the event that his employment is terminated by Ballantyne without good cause or by Mr. Boegner for good reason, as these terms are defined in the agreement, then he will receive his base salary for period equal to three (3) weeks for each year that he has been employed by the Company. In addition, Ballantyne will pay for or reimburse Mr. Boegner for the cost of health insurance during this same period. He is eligible to participate in and/or receive other benefits provided to other employees of the Company including an automobile allowance. Assuming a termination date of December 31, 2015, as required by the SEC’s rules, the approximate value of the severance benefits would have been $400,755 for Mr. Boegner. In addition, the terms of the stock options, RSUs and PRUs granted to Mr. Boegner all provide for accelerated vesting in the event of a change-in-control. Assumingchange in control that results in his termination or if the Senior Vice President of Finance position is eliminated without Mr. Major being offered a change-in-control occurredmutually-agreed comparable opportunity at December 31, 2015, as required by the SEC’s rules, the approximate valuean affiliate of the vesting stock options would have been $11,200.

Mr. Legband is entitled to severance and other benefits such as accrued vacation pursuant to the Company’s then-existing severance policy. Assuming a termination date of December 31, 2015, as required by the SEC’s rules and assuming applicability of the Company’s then-existing severance policy, the approximate value of the severance benefits would have been $17,479 for Mr. Legband. In addition, the terms of the stock options and RSUs granted to Mr. Legband provide for accelerated vesting in the event of a change-in-control. Assuming that a change-in-control occurred at December 31, 2015, as required by the SEC’s rules, the approximate value of the vesting stock options would have been $11,200.Company.

The Company entered into a Separation and Release Agreement in connection with Mr. Cavey’s resignation in May 2015, pursuant to which Mr. Cavey is entitled to nine months of base salary, plus nine months of health benefits, in consideration for his release of claims against the Company and his agreement not to solicit any Company employees for 12 months and not to disparage the Company. The total value of the severance payments to Mr. Cavey in connection with his resignation is $284,451, consisting of $280,250 in salary continuation payments and $4,201 in Company-paid premiums for continued health benefits.

In connection with the elimination of his position in November 2015, Mr. Stark is entitled to receive six months of base salary, plus six months of health benefits, consistent with the terms of his employment agreement previously negotiated with the Company. Mr. Stark also received a severance payment of $87,305 in place of his bonus payment for 2015. The total value of the severance payments to Mr. Stark in connection with his termination is $198,935, consisting of $104,313 in salary continuation payments, $7,317 in Company-paid premiums for continued health benefits and $87,305 in place of bonus payment.

In connection with the elimination of his position in October 2015, Mr. Anderson is entitled to receive six months of base salary, plus six months of health benefits, consistent with the terms of his employment agreement previously negotiated with the Company. Mr. Anderson also received a severance payment of $40,154 in place of his bonus payment for 2015. The total value of the severance payments to Mr. Anderson in connection with his termination is $137,471, consisting of $90,000 in salary continuation payments, $7,317 in Company-paid premiums for continued health benefits and $40,154 in place of bonus payment.

Compensation Risk Assessment

The Company has evaluated its compensation policies and practices as they relate to risk management and risk taking incentives. Based upon this evaluation, we have concluded that the risks arising from the Company’s relatively uncomplicated compensation structure are not reasonably likely to have a material adverse effect on the business.

Compensation Consultant

The previous Compensation Committee periodically utilized Compensation Strategies as its independent executive compensation consultant, including in 2015. Compensation Strategies reported directly to the Committee and provided advice to the Committee on the structure and amounts of executive compensation. Compensation Strategies provided no other services to the Company. As part of its annual evaluation of its advisors, the Compensation Committee solicited information from Compensation Strategies regarding any actual or perceived conflicts of interest and to evaluate their independence. Based on the information received from Compensation Strategies, the Compensation Committee believes that the work they performed in 2015 did not raise a conflict of interest and that they are independent.

Compensation Committee Interlocks and Insider Participation

During 2015, there were no compensation committee interlocks and no insider participation in compensation decisions that were required to be reported under the rules and regulations of the Exchange Act.

Compensation Committee Report

The Compensation Committee oversees the Company’s compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement and based on such review and discussion, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Charles T. Lanktree, Chair

Marc E. LeBaron

Samuel C. Freitag

William J. Gerber

Robert J. Marino

Robert J. Roschman

Executive Compensation Tables

The following table sets forth information regarding all forms of compensation earned by the Company’s Named Executive Officers during the last threetwo fiscal years. Mr. LegbandMessrs. Roberson and Mr. Boegner were employed by the Company during all of fiscal 2015.2020 and 2019. Mr. CaveyCerminara resigned from his position as the Company effective MayCompany’s Chief Executive Officer on April 13, 2020. Mr. Roberson served as Chief Financial Officer from November 16, 2018, to April 13, 2020, and was appointed as the Company’s Chief Executive Officer on April 13, 2020. Mr. Major served as Senior Vice President, Finance from April 8, 2015. The Company eliminated Mr. Stark’s position2019, to April 13, 2020, and was appointed as the Company’s Chief Financial Officer on November 2, 2015. The Company eliminated Mr. Anderson’s position on October 30, 2015. Mr. Cerminara became Executive Chairman on September 23, 2015. Mr. Schilling was hired as President of Digital Media on November 2, 2015.April 13, 2020.

20152020 Summary Compensation Table

The following table sets forth information concerning each grant of an award made to the Company’s Named Executive Officers during the last completed fiscal year.

Grants of Plan-Based Awards for Fiscal Year 2015

The following table sets forth information concerning outstanding equity awards for each of the Company’s Named Executive Officers as of the end of the last completed fiscal year.

Outstanding Equity Awards at 20152020 Fiscal Year-End