Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses REKR in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named REKR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Eyal Hen | $388,956 | $0 | $0 | $0 | $0 | $0 | $11,602 | $400,018 |
| Former Chief Financial Officer | ||||||||
| Joseph Nalepa | 175,769 | 0 | 0 | 0 | 0 | 0 | 6,512 | 181,921 |
| Chief Financial Officer | ||||||||
| David Desharnais | 111,606 | 0 | 0 | 0 | 0 | 0 | 3,906 | 115,512 |
| Former President and Chief Executive Officer | ||||||||
| Robert Berman | 1,000 | 0 | 0 | 0 | 0 | 0 | 0 | 1,000 |
| President and Chief Executive Officer, Chairman | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Eyal Hen | $400,018 | $634,083 | — | −234,065 |
| Joseph Nalepa | 181,921 | — | — | — |
| David Desharnais | 115,512 | 1,327,229 | — | −1,211,717 |
| Robert Berman | 1,000 | 672,286 | 405,829 | −671,286 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Joseph Nalepa | CFO | 2026-05-11 | A | 100,000 | $0 | $0 | Common | Form 4 ↗ |
| Robert Alan Berman | Director | 2026-05-27 | D | 1,000,000 | — | — | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Joseph Nalepa | Option | 6,666 | 4.39 | — |
| Eyal Hen | Option | 50,000 | 0.78 | — |
Compensation policies are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of the Company's stockholders, principally oriented toward the Company's success at developing and deploying roadway intelligence products and services.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | not disclosed |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-05-15 | 16,920,745 | 1,075,971 | 12,577,976 | 55.34% | Passed |
| 2023 | 2023-09-14 | 22,079,357 | 807,413 | 40,498 | 96.3% | Passed |
| 2022 | 2022-08-15 | 20,982,656 | 1,402,654 | 61,880 | 93.48% | Passed |
| 2021 | 2021-09-14 | 11,830,574 | 48,831 | 2,771,946 | 80.75% | Passed |
| 2018 | 2018-08-09 | 10,422,359 | 112,821 | 974,983 | 90.55% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-05-15 | 55.34%a |
| 2023 | 2023-09-14 | 96.3%b |
| 2022 | 2022-08-15 | 93.48%c |
a. Approved under the standard stated in the filing — “Abstentions will be counted as votes against this proposal and will have the same effect as a negative vote.”.
b. Approved under the standard stated in the filing — “Abstentions will be counted as votes against this proposal and will have the same effect as a negative vote.”.
c. Approved under the standard stated in the filing — “Abstentions will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Paul A. de BaryIndependent · Lead Independent Director · Audit (Chair) · Governance and Nominations | $96,625 | $0 | $0 | $0 | $0 | $96,625 |
| David HanlonIndependent · Audit · Compensation · Governance and Nominations (Chair) | 0 | 0 | 0 | 0 | 0 | 41,750 |
| Steven D. CroxtonIndependent · Audit · Compensation (Chair) | 0 | 0 | 0 | 0 | 0 | 41,000 |
| Andrew MeyersIndependent · Audit | 0 | 0 | 0 | 0 | 0 | 35,125 |
| Glenn GoordIndependent · Compensation · Governance and Nominations | 34,625 | 0 | 0 | 0 | 0 | 34,625 |
| Robert A. BermanEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 30,000 / 10,000 / 15,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $131,250 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $131,250 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Rekor Systems | 2025 | Robert Berman | $1,000 | $0 | $0 | $0 | $1,000 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Eyal Hen | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “EXECUTIVE COMPENSATION”. As printed: 400,018. Filing ↗machine: r6 · c18 · span 273232–273239 |
| 2 | Section 01, Joseph Nalepa | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “EXECUTIVE COMPENSATION”. As printed: 181,921. Filing ↗machine: r8 · c18 · span 280233–280240 |
| 3 | Section 01, David Desharnais | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “EXECUTIVE COMPENSATION”. As printed: 115,512. Filing ↗machine: r2 · c18 · span 259142–259149 |
| 4 | Section 01, Robert Berman | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “Executive Compensation”. As printed: 1,000. Filing ↗ |
| 5 | Section 07, pay ratio | 10-K | 2026-03-31 | 0001437749-26-010647 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, Paul A. de Bary | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “Director Compensation”. As printed: 96,625. Filing ↗machine: t86 · r2 · c3 · span 484865–484871 |
| 7 | Section 08, David Hanlon | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “Director Compensation”. As printed: 41,750. Filing ↗ |
| 8 | Section 08, Steven D. Croxton | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “Director Compensation”. As printed: 41,000. Filing ↗ |
| 9 | Section 08, Andrew Meyers | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “Director Compensation”. As printed: 35,125. Filing ↗ |
| 10 | Section 08, Glenn Goord | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “Director Compensation”. As printed: 34,625. Filing ↗machine: t86 · r3 · c3 · span 486874–486880 |
| 11 | Section 08, Robert A. Berman | DEF 14A | 2026-04-01 | 0001140361-26-012759 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 02, Joseph Nalepa 2026-05-11 | Form 4 | 2026-05-13 | 0001697851-26-000011 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 13 | Section 02, Robert Alan Berman 2026-05-27 | Form 4 | 2026-05-29 | 0001697851-26-000013 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-05-16 | 0001437749-25-017443 | Item 5.07 · say-on-pay result. As reported: 55.34% (votes for as printed: 16,920,745). Filing ↗ |
| 15 | Section 06, 2023 vote | Form 8-K | 2023-09-15 | 0001654954-23-011942 | Item 5.07 · say-on-pay result. As reported: 96.3% (votes for as printed: 22,079,357). Filing ↗ |
| 16 | Section 06, 2022 vote | Form 8-K | 2022-08-16 | 0001654954-22-011403 | Item 5.07 · say-on-pay result. As reported: 93.48%. Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 09b board cost (computed) | Computed | — | computed | Cash 131,250 + equity 0 + all other 0 = 131,250, summed across the director compensation table rows.machine: formula: Σ = 131,250 |
| 19 | Rekor Systems (subject), Section 10b CEO total | DEF 14A | 2026-04-01 | 0001140361-26-012759 | CEO total compensation as printed in Rekor Systems's own proxy. As printed: 1,000. Filing ↗ |