David Hanlon
Rekor SystemsAbout David Hanlon
David P. Hanlon, age 79, has served as an independent director of Rekor Systems since November 2018. He is a founding principal of Executive Hospitality Partners and, since 2008, CEO of Hanlon Investments, with earlier advisory roles at Cornell and Wharton. Hanlon holds a B.S. in Hotel Administration (Cornell), an MBA in Finance and an M.S. in Accounting (Wharton), and completed Harvard Business School’s Advanced Management Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hanlon Investments | Chief Executive Officer | Since 2008 | Strategic and asset management for casinos, hotels, resorts |
| Executive Hospitality Partners | Founding Principal | Not disclosed | Strategic and asset management firm founding principal |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cornell University Industry Advisory Board | Member | Not disclosed | Also served on Board of Directors of the Cornell Football Association and as a lifetime member of the Cornell Administrative Advisory Board |
| Wharton Entrepreneurial Program | Advisor | Not disclosed | Advisory role |
Board Governance
- Independence: The Board determined Hanlon is independent under Nasdaq rules; he is listed among independent directors .
- Committee assignments (2025):
- Audit Committee: Member
- Compensation Committee: Member
- Governance & Nominations Committee: Chair
- Attendance: In 2024, the Board held 4 regular and 21 special meetings; each director, including Hanlon, attended 100% of the Board and committee meetings held during their term. Non-management directors also attended 100% of executive sessions held .
- Board leadership/engagement: Robert Berman serves as Chair; a Lead Director (Paul de Bary) performs defined oversight functions, including executive sessions and agenda approval, when the Chair is not independent .
- Clawback policy: Compensation Committee oversees a policy allowing recovery of incentive pay after a restatement .
| Committee | Role | Source |
|---|---|---|
| Audit | Member | |
| Compensation | Member | |
| Governance & Nominations | Chair |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Source |
|---|---|---|
| 2024 | 61,750 |
Director fee program (context; effective 2024 with Nov. 2024 reductions):
- Annual board member fee: $50,000; Audit Chair: $30,000; Governance Chair: $15,000; Compensation Chair: $10,000; Lead Director: $10,000. Meeting fees: Board in-person $1,000 / telephonic $500; Committee in-person $500 / telephonic $250. Annual fees were reduced by 50% in November 2024 .
| Role/Meeting | Amount ($) | Source |
|---|---|---|
| Board Member annual fee | 50,000 | |
| Audit Committee Chair annual fee | 30,000 | |
| Governance Committee Chair annual fee | 15,000 | |
| Compensation Committee Chair annual fee | 10,000 | |
| Lead Director annual fee | 10,000 | |
| Board meeting in-person | 1,000 | |
| Board meeting telephonic | 500 | |
| Committee meeting in-person | 500 | |
| Committee meeting telephonic | 250 | |
| Program change | Annual fees reduced 50% in Nov. 2024 |
Performance Compensation (Director Equity)
| Year | Equity Vehicle | Grant-Date Fair Value ($) | Vesting Terms | Source |
|---|---|---|---|---|
| 2024 | RSUs (service-based) | 118,657 | Specific director vesting not disclosed; awards granted under the 2017 Equity Award Plan, which requires ≥1-year restriction period for RSUs |
Notes:
- Plan safeguards include no repricing without shareholder approval, no tax gross-ups, prohibition of dividends on unearned performance awards, and double-trigger vesting on change-in-control if awards are assumed .
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| — | — | — | No other current public-company directorships disclosed in Hanlon’s proxy biography |
Related-party/Interlock context (Board-level):
- Rekor disclosed a 2023 private placement where investors included the Chair (Robert Berman) and Arctis Global affiliates; Tim Davenport (Rekor director) is COO of Arctis Global. The Board redeemed the notes in March 2024 and later adjusted warrants in June 2024. The Governance & Nominations Committee (which Hanlon chairs) oversees related-party review; the Board concluded such relationships were not material to independence determinations .
Expertise & Qualifications
- Executive leadership and public board experience; sector expertise in hospitality/gaming project development .
- Education: Cornell B.S. (Hotel Administration), Wharton MBA (Finance), Wharton M.S. (Accounting), Harvard AMP .
- Roles on academic/industry boards and advisory programs (Cornell, Wharton) .
Equity Ownership
As of March 18, 2025 record date:
| Holder | Total Beneficial Ownership (sh) | % of Class | Components |
|---|---|---|---|
| David Hanlon | 202,341 | <1% | 70,999 options exercisable within 60 days; 15,625 RSUs vesting within 60 days; 115,717 common shares |
Director stock ownership guideline:
- Requirement: Directors to own stock equal to 3x annual cash retainer within five years; as of 2024, except for directors serving less than six months, all current directors met the requirement .
Insider Trades
- Section 16(a) compliance: The company reports that all required insider ownership filings were timely during the past fiscal year .
Governance Assessment
- Strengths: Independent status; 100% Board and committee attendance in 2024; chairs Governance & Nominations (key for board composition, succession, conflicts review); member of Audit and Compensation (broad oversight). Equity awards align director interests; stock ownership guideline and clawback policy bolster alignment and accountability .
- Watch items: Board-related party context with Arctis affiliates (another director is Arctis COO) requires continued robust conflict oversight; the Board states these relationships were not material to independence. Board leadership remains with a non-independent Chair, mitigated by a strong Lead Director role. CEO transition in March 2025 adds oversight demands for Governance & Nominations (which Hanlon chairs) during CEO search .