DEF 14A of Rekor Systems, Inc.
Filed Apr 1, 20260001140361-26-012759
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board currently consists of six members following the resignations of Timothy Davenport and Viraj Mehta effective January 14, 2026, and the resignation of Sanjay Sarma effective March 25, 2026. The Corporate Governance and Nominations Committee and the Board have unanimously approved the recommended slate of six directors. The following table shows the Company’s nominees for election to the Board. Each nominee, if elected, will serve until the next Annual Meeting of Stockholders and until a successor is named and qualified, or until his earlier resignation or removal. All nominees are members of the current Board of Directors. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated by the stockholder, the accompanying proxy will be voted for the election of the six persons named under the heading “Nominees for Directors.” Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy will be voted for a substitute nominee.
Nominees for Director
Nominees for Director
Nominees for Director
| Name of Nominee | Age | Position | Director Since | | Robert A. Berman | 66 | President and Chief Executive Officer; Chairman of the Board | 2016 | | Paul A. de Bary | 79 | Lead Director | 2017 | | Glenn Goord | 74 | Director | 2016 | | David Hanlon | 80 | Director | 2018 | | Steven D. Croxton | 63 | Director | 2019 | | Andrew Meyers | 57 | Director | 2024 |
Nominees for Director
The Governance and Nominations Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that the individual should serve as a current director and as a nominee for re-election as a member of our Board.
Nominees Biographies
Nominees Biographies
Robert A. Berman, President and Chief Executive Officer and Chairman of the Board of Directors
Robert A. Berman, President and Chief Executive Officer and Chairman of the Board of Directors Robert Berman has served as a member of our Board of Directors since March 2016 and was appointed Chairman of the Board of Directors in connection with the retirement of Mr. James McCarthy from the Board on July 23, 2020. Since January 2000, Mr. Berman has served as the General Partner of Avon Road Partners, L.P., a limited partnership investing in real estate and the broadcast media industry. From 2006 through March 2015, Mr. Berman held the office of Chairman and Chief Executive Officer at Cinium Financial Services Corporation, a privately-held specialty finance company, and its predecessor, Upper Hudson Holdings, LLC. Prior to Cinium, Mr. Berman was Chief Executive Officer of Empire Resorts, Inc., a NASDAQ-listed gaming company, from 2002-2005. On March 12, 2025, Mr. Berman was appointed as Interim President and Chief Executive Officer of the Company following the resignation of David Desharnais. On March 23, 2026, the Company entered into an Amended and Restated Employment Agreement with Mr. Berman, appointing him President and Chief Executive Officer of the Company. Director Qualifications Mr. Berman has extensive experience in the private equity and public company markets. We believe his strong understanding of the financial markets and the M&A process, and his previous senior executive roles with public companies make him a qualified member of our Board of Directors and to serve as our President and Chief Executive Officer and Chairman.
Glenn Goord, Director
Glenn Goord, Director Glenn Goord has served on our Board of Directors since March 2016. From 1996 until his retirement in 2006, Mr. Goord served as Commissioner of the New York State Department of Correctional Services (“NYSDCS”), where he oversaw the state prison system. Mr. Goord received the Carl Robison Award, the highest honor bestowed by the Middle Atlantic States Correctional Association, in 1997. In 1998 he received the Charles Evans Hughes Award for public service from the Albany based Capital Area Chapter for the American Society for Public Administration (ASPA). In 2002, ASPA awarded Mr. Goord its highest honor, the Governor Alfred E. Smith Award, for his direction of the NYSDCA’s efforts to aid New York City following the September 11, 2001 terrorist attack. Mr. Goord holds a BA in Psychology from Fairleigh Dickinson University. Mr. Goord has a strong background in government operations and procurement. His insights into how government operates is a key skill for board decision making on Rekor strategy in certain industry segments. We believe his management and operational experience makes him a qualified member of our Board of Directors and the committees on which he participates.
Paul A. de Bary, Lead Director
Paul A. de Bary, Lead Director Paul A. de Bary has served on our Board of Directors since January 2017 and as Lead Director since November 2017. As an attorney, financial advisor and investment banker, Mr. de Bary has had extensive experience with financial markets, governmental operations and private businesses. From 1996 to 2015, he was a managing director at Marquette de Bary Co., Inc., a New York based broker-dealer, where he served as a financial advisor for state and local government agencies, public and private corporations and non-profit organizations, as well as general counsel. He previously served as a director of Empire Resorts, Inc. (Nasdaq: NYNY) from 1996 to 2010, where he served as chair of its audit committee as well as, at various times throughout his tenure as a director, a member of the governance and compensation committees and various special committees. Mr. de Bary has also served as Chairman of the Board of Ethics of the Town of Greenwich, Connecticut since 2008. Mr. de Bary is a member of the American Bar Association, the New York State Bar Association and the Association of the Bar of the City of New York. Mr. de Bary holds a JD, an MBA and an A.B. from Columbia University. Director Qualifications Mr. de Bary has a diverse background that includes experience as a lawyer, investment banker, corporate officer and member of several boards of directors, including those of public companies. He has also had extensive experience working with governmental entities. We believe these experiences, combined with his skills and knowledge related to public market decision-making and audit committee roles and responsibilities, makes him qualified member of our Board of Directors and the committees on which he participates.
David P. Hanlon, Director
David P. Hanlon, Director David Hanlon has served on our Board of Directors since November 2018. Mr. Hanlon is a founding principal of Executive Hospitality Partners, a strategic and asset management firm. Since 2008, he has served as Chief Executive Officer of Hanlon Investments which provides project development consulting services to casinos, hotels and resorts. Mr. Hanlon has served as a member of Cornell University’s Industry Advisory Board, as well as on the Board of Directors of the Cornell Football Association and was elected to be a lifetime member of the Cornell University Administrative Advisory Board. He was also an advisor to the Wharton Entrepreneurial Program. Mr. Hanlon holds a B.S. in Hotel Administration from Cornell, an MBA in Finance and an M.S. in Accounting from the Wharton School at the University of Pennsylvania and graduated from the Advanced Management Program at the Harvard Business School. Director Qualifications Mr. Hanlon has extensive leadership and executive management experience and experience serving on public company boards of directors. We believe his skills and experience make him a qualified member of our Board of Directors and the committees on which he participates.
Steven D. Croxton, Director
Steven D. Croxton, Director Steve Croxton currently serves as CEO of Stirling Street Capital Advisors, LLC and has more than 39 years of experience in investment and commercial banking. During his career, Mr. Croxton has been involved in financing and advisory transactions totaling more than $50 billion for a variety of public and private corporations. He has held leadership roles with responsibilities related to investment, corporate, and international banking. Mr. Croxton earned a B.S. in Finance from Louisiana State University, and a Master of International Management from the American Graduate School of International Management (now Thunderbird School of Global Management), and holds FINRA Series 7, 24, 63, and 79 licenses. Mr. Croxton has in-depth knowledge of the capital markets, as well as extensive background in financing and advisory of public corporations. We believe his skills and experiences make him a qualified member of our Board of Directors and the committees on which he participates.
Andrew Meyers, Director
Andrew Meyers, Director Andrew Meyers has been a partner in Seaport Capital, LLC, a firm that invests in communication infrastructure and services, business and information services and media companies. He has an active role in sourcing, analyzing and structuring new investment opportunities, and also assists in managing the operating activities of Seaport. He focuses primarily on business and information services, communication infrastructure, software and tech-enabled services investments. Mr. Meyers brings an extensive background in corporate governance, having served on various committees, including audit committees, compensation committees, and special committees for both public and private companies. Director Qualifications As Partner at Seaport Capital, Mr. Meyers brings in-depth experience with M&A and financial strategies, as well as extensive experience working with technology companies to enhance their growth. With his business background and prior experience in corporate governance, we believe his skills and experiences make him a qualified member of our Board of Directors.
Former Directors
Former Directors The following individuals served as directors during fiscal year 2025 but are not nominees for the 2026 Annual Meeting:
Timothy Davenport
Timothy Davenport Timothy Davenport served on our Board of Directors from January 2023 until his resignation effective January 14, 2026. Mr. Davenport served as Chief Operating Officer for Arctis Global, LLC. He had over 20 years of experience in the hedge fund industry. The Company thanks Mr. Davenport for his contributions to the Board.
Viraj Mehta
Viraj Mehta Viraj Mehta served on our Board of Directors from May 2024 until his resignation effective January 14, 2026. Mr. Mehta serves as Chief Investment Officer of Arctis Global, LLC. The Company thanks Mr. Mehta for his contributions to the Board.
Sanjay Sarma
Sanjay Sarma Sanjay Sarma served on our Board of Directors from January 2023 until his resignation effective March 25, 2026. Professor Sarma is President, CEO, and Dean of Asia School of Business (“ASB”). The Company thanks Professor Sarma for his contributions to the Board.
Information about the Board of Directors and Committees
Information about the Board of Directors and Committees
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to unexercised stock options, stock that has not vested, and equity incentive plan awards held by our named executive officers on December 31, 2025. All equity awards are granted under our 2017 Equity Award Plan.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | Restricted Stock Awards(2) | | | Name | Grant Date | Number of Securities Underlying Unexercised Option - Exercisable | Number of Securities Underlying Unexercised Options - Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares that Have Not Vested | Market Value of Shares of Stock that Have not Vested(2) | | Robert Berman | — | — | — | — | — | — | — | | President Chief Executive Officer | | | | | | | | | David Desharnais(3) | — | — | — | — | — | — | — | | Former President Chief Executive Officer | | | | | | | | | Eyal Hen(4) | 5/19/2019 | 50,000 | — | 0.78 | 5/19/2029 | — | — | | Former Chief Financial Officer | | | | | | | | | Joseph Nalepa | 8/16/2024 | 6,666 | — | 4.39 | 7/29/2029 | — | — | | Chief Financial Officer | 11/26/2024 | — | — | — | — | 6,666(5) | $9,199 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The options and awards vest in equal annual installments over three years. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents the market value of the restricted stock award or restricted stock unit based on the closing price of our common stock of $1.38 per share on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Mr. Desharnais resigned effective March 26, 2025. In connection with his departure, the Company cancelled 666,300 unvested restricted stock units related to his November 26, 2024 equity award and 16,666 unvested restricted stock units related to his March 15, 2023 equity award. No equity awards were outstanding as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Mr. Hen resigned as Chief Financial Officer effective November 17, 2025. Per his Employment Agreement and applicable award agreements, all of Mr. Hen’s unvested equity awards were forfeited upon his resignation. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The award vests in two equal annual installments on September 2, 2026 and September 2, 2027. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table sets forth compensation information for our Chief Executive Officer, referred to below as our CEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our stockholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2025, 2024, and 2023. This table covers three fiscal years as permitted for smaller reporting companies under Item 402(v)(8)(ii) of Regulation S-K.
PAY VERSUS PERFORMANCE
| Year | PEO | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return(5) | Net Loss | | 2025 | David Desharnais | $115,512 | $(11,089) | $290,969 | $217,968 | $115.00 | $(61,640,000) | | | Robert Berman | — | $(72,000) | | | | | | 2024 | David Desharnais | $1,327,229 | $1,503,902 | $653,185 | $683,948 | $130.00 | $(49,458,000) | | 2023 | Robert Berman | $405,829 | $405,829 | $644,432 | $1,257,108 | $277.50 | $(44,925,000) |
PAY VERSUS PERFORMANCE
| (1) For fiscal year 2025, Rekor had two individuals serve as principal executive officer: David Desharnais (from January 1 through March 26, 2025) and Robert A. Berman (from March 12, 2025 through December 31, 2025). Both individuals’ SCT totals and CAP are reported separately for 2025. For fiscal year 2024, the PEO was David Desharnais. For fiscal year 2023, the PEO was Robert A. Berman. |
PAY VERSUS PERFORMANCE
| (2) Compensation Actually Paid (“CAP”) is calculated in accordance with Item 402(v) of Regulation S-K. CAP equals the Summary Compensation Table Total, adjusted by: (i) subtracting the aggregate grant-date fair value of equity awards reported in the Summary Compensation Table; (ii) adding the year-end fair value of equity awards granted in the reported year that remain outstanding and unvested; (iii) adding (or subtracting) the change in fair value of prior-year equity awards that remain outstanding and unvested; (iv) adding the vesting-date fair value of equity awards that vested during the reported year; and (v) subtracting the prior year-end fair value of awards forfeited during the reported year. |
PAY VERSUS PERFORMANCE
| (3) Represents the average SCT total compensation of the Non-CEO NEOs. For 2025, the Non-CEO NEOs are Eyal Hen (former CFO, served through November 17, 2025) and Joseph Nalepa (CFO, appointed November 17, 2025). For 2024, the Non-CEO NEOs are Eyal Hen and Robert A. Berman. For 2023, the Non-CEO NEOs are Eyal Hen and David Desharnais. |
PAY VERSUS PERFORMANCE
| (4) Represents the average CAP for the Non-CEO NEOs, calculated using the same methodology as footnote (2) above. |
PAY VERSUS PERFORMANCE
| (5) Value of a hypothetical $100 investment in Rekor Systems common stock on December 31, 2022, assuming reinvestment of dividends. The closing prices of Rekor’s common stock as reported on NASDAQ, as applicable, on the following trading days were: (i) $1.20 on December 30, 2022; (ii) $3.33 on December 29, 2023; (iii) $1.56 on December 31, 2024; and (iv) $1.38 on December 31, 2025. |
PAY VERSUS PERFORMANCE
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for CEO | Reported Value of Equity Awards for CEO(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value for Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Fair Value Decrease from Prior Year end Awards that Failed to Meet Applicable Vesting Conditions During the Current Fiscal Year | Compensation Actually Paid to CEO | | 2025 | $115,512 | $— | $— | $— | $— | $(75,667) | $(122,934) | $(83,089) | | 2024 | $1,327,229 | $(596,339) | $1,039,428 | $(280,249) | $— | $13,833 | $— | $1,503,902 | | 2023 | $405,829 | $— | $— | $— | $— | $— | $— | $405,829 |
PAY VERSUS PERFORMANCE
| (1) Represents the grant date fair value of the equity awards to our CEO, as reported in the Summary Compensation Table |
PAY VERSUS PERFORMANCE
To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-CEO NEOs | Reported Value of Equity Awards for Non-CEO NEOs(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value for Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Fair Value Decrease from Prior Year end Awards that Failed to Meet Applicable Vesting Conditions During the Current Fiscal Year | Average Compensation Actually Paid to Non-CEO NEOs | | 2025 | $290,969 | $— | $— | $(9,749) | $— | $(51,672) | $(11,580) | $217,968 | | 2024 | $653,185 | $(296,740) | $291,720 | $(41,300) | $98,250 | $(21,167) | $— | $683,948 | | 2023 | $644,432 | $(67,500) | $166,500 | $464,201 | $— | $49,475 | $— | $1,257,108 |
PAY VERSUS PERFORMANCE
| (1) Represents the grant date fair value of the equity awards to our Non-CEO NEOs, as reported in the Summary Compensation Table |
COMPENSATION OF REKOR DIRECTORS
| Name | Fees earned or paid in cash ($) | Stock Awards(1) ($) | Total ($) | | Paul de Bary | $96,625 | — | $96,625 | | Glenn Goord | 34,625 | — | 34,625 | | David Hanlon | 41,750 | — | 41,750 | | Andrew Meyers | 35,125 | — | 35,125 | | Steven Croxton | 41,000 | — | 41,000 | | Timothy Davenport(2) | 33,125 | — | 33,125 | | Viraj Mehta(3) | 3,500 | — | 3,500 | | Sanjay Sarma(4) | 33,625 | — | 33,625 | | Total Compensation | $319,125 | — | $319,125 |