Andrew Meyers
Rekor SystemsAbout Andrew Meyers
Andrew Meyers (age 56) is an independent director of Rekor Systems, Inc., serving since 2024. He is a Partner at Seaport Capital, focusing on business and information services, communication infrastructure, software, and tech-enabled services, and has prior committee experience (audit, compensation, special committees) across public and private companies, indicating strong governance literacy and transaction expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seaport Capital, LLC | Partner | 2018–present | Corporate governance experience across audit, compensation, and special committees (public/private companies) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Seaport Capital, LLC | Partner | 2018–present | Focus areas: M&A, tech growth; sector focus: communication infrastructure, software/services |
Board Governance
- Independence: Board identifies Meyers as independent under Nasdaq Rule 5605(b)(1) .
- Committee assignments: Audit Committee Member (Chair: Paul de Bary; other members: Croxton, Hanlon) . Committee matrix confirms “Drew Meyers” (name variant) as Audit Member; no Compensation/Governance/Technology assignments .
- Attendance: In 2024, the Board held 4 regular and 21 special meetings; all directors—including independent directors—attended 100% of Board and applicable committee meetings and executive sessions for their terms .
- Board structure: Chairman is Robert Berman; Lead Independent Director is Paul A. de Bary, with robust lead director responsibilities including agenda approval, executive sessions, CEO evaluation oversight, and investor liaison .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director (Nasdaq 5605(b)(1)) |
| Committee membership | Audit Committee Member |
| Attendance (2024) | 100% of Board/committee/executive sessions |
| Years of service | Director since 2024 |
| Lead independent director | Paul A. de Bary (scope detailed) |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned/paid in cash | 51,500 | Includes annual retainer and meeting fees |
| Stock awards (RSUs) – grant date fair value | 275,657 | ASC 718 grant-date value; time-based service vesting |
| Total | 327,157 | Sum of cash + RSU fair value |
| Director Fee Schedule (FY2024) | Cash ($) | Meeting Fees – In Person ($) | Meeting Fees – Telephonic ($) |
|---|---|---|---|
| Board Member annual retainer | 50,000 | 1,000 | 500 |
| Audit Committee Chair retainer | 30,000 | 500 | 250 |
| Compensation Committee Chair retainer | 10,000 | 500 | 250 |
| Governance Committee Chair retainer | 15,000 | 500 | 250 |
| Technology Committee Chair retainer | 10,000 | 500 | 250 |
| Special Committee meeting fees | — | 500 | 250 |
| Lead Director retainer | 10,000 | — | — |
- Note: Annual fees were reduced by 50% in November 2024, paid quarterly .
Performance Compensation
- Structure: Non-employee director equity is RSU-based, service-vested; no performance metrics (TSR/EBITDA/etc.) are disclosed for director equity .
- Vesting: As of the record date, Andrew Meyers held RSUs scheduled to vest into shares within 60 days of March 31, 2025 (15,625 units) .
| Equity Award Detail | Grant type | Units / Value | Vesting terms |
|---|---|---|---|
| FY2024 director equity | RSUs | $275,657 grant-date fair value | Service-based; no performance conditions disclosed |
| RSUs outstanding at record date | RSUs | 15,625 units | Vest within 60 days of March 31, 2025 |
Expertise & Qualifications
- Transaction and capital deployment expertise: M&A and financial strategies; tech company growth experience .
- Governance proficiency: Prior service on audit, compensation, special committees (public/private), indicating familiarity with oversight rigour .
- Sector fluency: Business/information services, communication infrastructure, software/tech-enabled services .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Detail |
|---|---|---|---|
| Andrew Meyers | 91,462 | <1% | Comprises 15,625 RSUs vesting within 60 days of Mar 31, 2025, and 15,625 common shares |
- Director stock ownership guidelines: Directors must own stock equal to 3x annual cash retainer, with a 5-year compliance window; company states all current directors meet the requirement except those serving less than six months .
Other Directorships & Interlocks
- No specific current public company directorships or interlocks for Andrew Meyers are disclosed in the proxy .
- Related-party framework: The Governance Committee oversees related-party reviews; policy requires subcommittee approval comprised entirely of disinterested independent directors .
- Disclosed transactions: SPA financing (Jan 2023) involved CEO Robert Berman and Arctis affiliates (Viraj Mehta, Tim Davenport roles at Arctis), but no transactions involving Andrew Meyers are disclosed; Board concluded independence unaffected by ordinary-course relationships .
Governance Assessment
- Strengths: Independent director status; Audit Committee membership enhances financial reporting oversight; 100% attendance in 2024 indicates high engagement; equity-plus-cash mix aligns with shareholder outcomes via stock holdings and RSUs .
- Ownership alignment: Beneficial ownership and RSUs with near-term vesting support skin-in-the-game; company-wide director ownership policy (3x retainer) indicates alignment discipline .
- Conflicts and related-party exposure: No Andrew-specific related-party transactions disclosed; Board’s conflict policy and independence review mitigate risk; presence of Arctis-affiliated directors elsewhere on the Board is noted but not tied to Meyers .
- Signals/RED FLAGS: None identified for Andrew Meyers—no low attendance, no related-party transactions, no disclosed hedging/pledging. Board meeting frequency and full attendance suggest high board activity and oversight during a period of change (CEO transition) .
Overall, Meyers presents as a financially literate, transaction-oriented independent director with solid audit oversight participation and full engagement, without disclosed conflicts—a net positive for investor confidence in Rekor’s governance structures .