Paul Rosenbaum
About Paul A. Rosenbaum
Independent director at ParkerVision (PRKR) since December 2016; currently Audit Committee Chair and Compensation Committee member. Age 82 (Class III director nominee). Background spans CEO/chair roles (Rentrak), legal practice (Rosenbaum Law Center), and public service (Michigan Legislature; Port of Portland; Oregon Liquor Control Commission). Board has determined he is independent under Nasdaq rules; Audit Committee designates him a “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rentrak Corporation (Nasdaq) | Chairman & CEO; later non‑executive Chairman | Sep 2000–Jun 2009; non‑exec chair Jun 2009–Jul 2011 | Led a public data/analytics company in media measurement |
| Rosenbaum Law Center | Chief Partner | 1978–2000 | Legal leadership; governance/legal expertise |
| Michigan Legislature | State Representative | 1972–1978 | Chaired House Judiciary Committee; authored Michigan Administrative Procedures Act |
| Port of Portland (Commission) | Commissioner; Vice Chair | 2007–2016; Vice Chair 2012–2016 | Infrastructure and public governance oversight |
| Oregon Liquor Control Commission | Commissioner; Chairman | Appointed Sep 2017; Chairman through Jan 2023 | Regulatory governance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SWR Corporation (private) | Chief Executive | Since 1994 | Specialty industrial chemicals; operating experience |
| Providence St. Vincent Medical Foundation | Council of Trustees; prior President | Since 2009 | Non‑profit board service |
Board Governance
- Structure and leadership: PRKR combines CEO/Chair (Jeffrey Parker); no Lead Independent Director; independent directors meet in executive session. Board views combined roles as appropriate for company size.
- Independence: Board determined Rosenbaum is independent (Nasdaq standards).
- Attendance and engagement: In 2024, Board met 10 times (plus 3 unanimous consents); all directors attended ≥75% of Board and committee meetings; two directors attended the 2024 annual meeting. In 2023, Board met 24 times (plus 7 unanimous consents); all directors attended ≥75%; all but one attended the 2023 annual meeting.
- Committees:
- Audit Committee: Rosenbaum (Chair); 4 meetings in 2024; all members are financial experts and independent. Scope includes financial reporting oversight, auditor independence, and related‑party transaction review.
- Compensation Committee: Members in 2024 included Titterton (Chair), Litvack, Rosenbaum; met once and acted by unanimous consent once in 2024; retains independent consultant; oversees executive and director pay programs.
Fixed Compensation
Director pay is equity‑only (no cash retainers); awards generally vest over one year (quarterly or as specified) and expire within 5–7 years. Program caps: up to $80,000 fair value annually for Board service, plus up to $20,000 for committee service. Hedging and short sales are prohibited for directors/officers.
| Year | Grant Date | Instrument | Quantity | Price/Strike | Vesting | Expiration | Grant‑Date Fair Value |
|---|---|---|---|---|---|---|---|
| 2023 | Jan 16, 2023 | Options (annual) | 250,000 | $0.30 | 4 quarterly tranches from Apr 16, 2023 | Jan 16, 2028 | Included in 2023 director totals; program formalized with $80k+$20k caps |
| 2023 | Jan 16, 2023 | Options (audit committee add’l) | 50,000 | $0.30 | 4 quarterly tranches from Apr 16, 2023 | Jan 16, 2028 | Within program caps |
| 2024 | Feb 1, 2024 | Options (annual) | 275,000 | $0.20 | 4 quarterly tranches from May 1, 2024 | Feb 1, 2029 | ~$50,746 per director (ASC 718) |
| 2025 | Jul 3, 2025 | RSUs (choice) | 275,000 | — | 50% on grant; 50% on Dec 31, 2025 | — | ~ $80,000 per director (aligned to consultant) |
| 2025 | Jul 3, 2025 | Options (choice) | 300,000 | $0.29 | 50% on grant; 50% on Dec 31, 2025 | Per award terms | ~ $80,000 per director (aligned to consultant) |
Director Compensation – 2024 (reported):
| Director | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Paul A. Rosenbaum | — | 50,746 | 50,746 |
| (Comparatives shown for full Board) | — | — | — |
| Litvack | — | 50,746 | 50,746 |
| Sterne | — | 50,746 | 50,746 |
| Titterton | — | 50,746 | 50,746 |
Notes:
- 2025 awards were delayed pending Alliant Human Capital review; finalized at ~$80k per director with choice of RSUs vs options. No extra 2024 grant for committee service.
Performance Compensation
- No performance‑conditioned metrics disclosed for director pay; awards are time‑based (RSUs/options). No cash bonuses for directors.
- Prohibition on hedging/shorting aligns ownership incentives.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Rosenbaum. |
| Prior public company board | Rentrak Corporation (Nasdaq): Chairman & CEO; later non‑exec Chairman. |
| Non‑profit/commission roles | Providence St. Vincent Medical Foundation (Trustee; prior President); Oregon Liquor Control Commission (Chair through Jan 2023); Port of Portland (Commissioner; Vice Chair). |
| Potential interlocks/conflicts | Related‑party financing with PRKR via convertible notes (see Related‑Party table); Audit Chair role includes approving related‑party transactions. |
Expertise & Qualifications
- Financial expertise: Board deems Audit Committee members (incl. Rosenbaum) “financial experts” under SEC rules.
- Operating/board leadership: CEO/chair experience (Rentrak); executive at SWR Corporation.
- Legal/policy: Former chief partner at a law firm; Michigan House Judiciary Chair; administrative law author; broad regulatory/governance exposure.
Equity Ownership
Beneficial ownership as of Aug 4, 2025:
| Holder | Shares Beneficially Owned | Percent of Class | Notable Components |
|---|---|---|---|
| Paul A. Rosenbaum | 4,327,296 | 3.53% | Includes 2,330,000 options exercisable within 60 days; excludes 137,500 RSUs that may become exercisable in the future. |
Director equity status (context):
- As of Dec 31, 2024, Rosenbaum had 2,330,000 options outstanding; 2,261,250 were exercisable at year‑end. By Aug 4, 2025, all 2,330,000 were exercisable within 60 days.
- 2025 RSU election (if chosen): 275,000 RSUs with 50% immediate vesting on Jul 3, 2025 and 50% vesting on Dec 31, 2025; 137,500 unvested as of Aug 4, 2025 would be excluded from beneficial ownership.
Related‑Party Transactions (Conflict Screening)
| Date/Period | Party | Instrument | Principal/Terms | Status |
|---|---|---|---|---|
| 2018 (matured Sep 2023) | Paul Rosenbaum | Convertible promissory note | $100,000; conversion price $0.40 | Repaid at maturity Sep 2023 |
| May 2022 | Paul Rosenbaum | Convertible promissory notes | $100,000; fixed conversion price $0.13 | Outstanding through 2024 |
| Sep 2023 | Paul Rosenbaum | Convertible promissory notes | $100,000; fixed conversion price $0.25 (above‑market) | Issued Sep 2023 |
| May 10, 2024 (amendment) | Paul Rosenbaum | Amendment of notes | Deferred interest payments to earlier of maturity or conversion | Amended terms |
| Oct 2024 | Paul Rosenbaum | Conversion | Converted all outstanding notes into common stock | Eliminated creditor relationship |
Audit Committee reviews related‑party transactions per charter; Rosenbaum is Audit Chair; Board asserts independence under Nasdaq; related‑party notes were disclosed, with one tranche at an above‑market conversion price.
Shareholder Signals (Votes & Auditor Oversight)
- 2025 Annual Meeting Results:
- Director election: Rosenbaum received 19,369,656 “For” and 1,117,384 “Withheld”; broker non‑votes 52,728,246.
- Say‑on‑Pay: For 18,723,719; Against 1,357,164; Abstain 406,157; broker non‑votes 52,728,246.
- Say‑on‑Frequency: 2 years received 10,622,593 votes vs 1 year 7,378,262; 3 years 1,928,782; abstain 557,403.
- Auditor change/oversight: Audit Committee oversaw transition from MSL, P.A. to Frazier & Deeter in Dec 2024; 2025 ratification recommended.
Governance Assessment
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Strengths:
- Independent Audit Chair and SEC “financial expert”; consistent ≥75% attendance; active committee structure; prohibition on hedging/short sales.
- Director pay is equity‑only with modest caps ($80k board + up to $20k committee), aligning with shareholders; 2025 review by independent consultant (Alliant).
- Shareholder support: Re‑elected with strong “For” votes; Say‑on‑Pay passed; shareholders preferred biennial Say‑on‑Pay (2 years).
-
Watch items / potential red flags:
- Related‑party financing: Director convertible notes (2018–2024) present perceived conflict risk; mitigated by transparent disclosure, an above‑market conversion price on one 2023 tranche, Audit Committee oversight, and full conversion in Oct 2024 removing the creditor relationship. Continued vigilance warranted given Audit Chair role.
- Executive option modification: In Apr 2025 the Compensation Committee extended CEO/CFO option expirations by 5 years, incurring a ~$1.9m charge—generally a governance caution; Rosenbaum serves on the committee (since Apr 2023). Investors may scrutinize process, rationale, and alignment.
- Board leadership: Combined CEO/Chair with no Lead Independent Director concentrates power; however, independent directors hold regular executive sessions.
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Overall: Rosenbaum brings seasoned operating, financial oversight, and legal/policy expertise with solid engagement and ownership alignment. Key governance sensitivities relate to prior related‑party notes and the 2025 option term extension for executives; both merit ongoing monitoring, but disclosures and structural checks (committee oversight, independence determinations) are in place.