Glenn Goord
Rekor SystemsAbout Glenn Goord
Glenn Goord, 73, has served as an independent director of Rekor Systems since March 2016. He is the former Commissioner of the New York State Department of Correctional Services (1996–2006) and holds a BA in Psychology from Fairleigh Dickinson University; his public service garnered multiple awards including ASPA’s Governor Alfred E. Smith Award (2002) . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NY State Dept. of Correctional Services | Commissioner | 1996–2006 | Led statewide prison system; recognized with Carl Robison (1997), Charles Evans Hughes (1998), and ASPA Governor Alfred E. Smith awards (2002) . |
External Roles
- The proxy biography does not list current public company directorships for Mr. Goord .
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent by the Board under Nasdaq Rule 5605; listed among independent directors . |
| Board Tenure | Director since 2016 . |
| Committee Assignments (2025 proxy) | Compensation Committee (Member); Governance & Nominations Committee (Member) . |
| Committee Chairs | None (Croxton chairs Compensation; Hanlon chairs Governance & Nominations) . |
| Attendance (2024) | Board: 4 regular + 21 special; each director attended 100% of Board and committee meetings; one executive session of non-management directors, 100% attendance by independents . |
| Lead Independent Director | Paul A. de Bary . |
| Technology & Social Responsibility Committee | Established in 2024; suspended effective March 28, 2025 (Goord not a member) . |
2024 Meetings and Attendance
| Body | 2024 Meetings | Director Attendance |
|---|---|---|
| Board of Directors | 25 (4 regular, 21 special) | 100% for each director |
| Audit Committee | 8 (4 regular, 4 special) | 100% for each member |
| Compensation Committee | 4 (2 regular, 2 special) | 100% for each member |
| Nominations Committee | 4 (3 regular, 1 special) | 100% for each member |
| Governance Committee | 7 (4 regular, 3 special) | 100% for each member |
| Independent Executive Sessions | 1 | 100% for independent directors |
2025 Annual Meeting Voting (Signal of Investor Support)
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Glenn Goord | 28,427,885 | 2,146,807 | 31,287,188 |
Fixed Compensation (Director)
| Year | Fees Earned/Paid in Cash | Notes |
|---|---|---|
| 2024 | $50,500 | Board reduced annual fees by 50% in Nov 2024; fee schedule below . |
Director fee schedule (effective 2024; reduced 50% in Nov 2024):
- Board Member retainer: $50,000; per-meeting fees: $1,000 in-person / $500 telephonic; Committee meeting fees: $500 in-person / $250 telephonic .
- Committee Chairs: Audit $30,000; Compensation $10,000; Governance $15,000; Technology $10,000; Lead Director $10,000 .
Performance Compensation (Director Equity)
| Year | Stock Awards (Grant-Date Fair Value) | RSUs Outstanding (vesting within 60 days of 3/31/25) | Notes |
|---|---|---|---|
| 2024 | $118,657 | 15,625 | Stock awards are time-based RSUs; no director performance metrics disclosed . |
Performance metrics tied to director compensation: None disclosed; director equity grants are service-based RSUs (no TSR/financial goals indicated) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member has been an officer/employee of Rekor; no interlocking relationships per Item 407(e)(4) of Reg S‑K .
- No other public company board roles for Mr. Goord disclosed in the proxy biography .
Expertise & Qualifications
- Government operations and procurement expertise; insight into public-sector processes relevant to Rekor’s strategy in certain segments .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Class | Common Shares | Options (Exercisable within 60 days) | RSUs (Vest within 60 days) |
|---|---|---|---|---|---|
| Glenn Goord | 302,991 | <1% | 216,367 | 70,999 | 15,625 |
- Shares outstanding at record date (Mar 18, 2025): 110,687,209 .
- Director stock ownership guideline: 3× annual cash retainer within five years; except directors serving <6 months, all current directors meet guideline (implies Mr. Goord is in compliance) .
- Pledging/hedging: No pledging or hedging by Mr. Goord disclosed in proxy; no related-party arrangements involving Mr. Goord disclosed .
Governance Assessment
- Strengths: Independent director with 100% attendance; active on Compensation and Governance & Nominations Committees; meaningful equity ownership and compliance with stock ownership guidelines; director fee reductions in Nov 2024 signal cost discipline and alignment during a challenging period .
- Investor support: Re-elected with 28.4M For vs. 2.1M Withheld; indicates broad shareholder backing amid a board refresh and governance evolution .
- Conflicts/related-party exposure: None identified for Mr. Goord; Board reviewed related-party transactions and deemed them not material to independence; separate 2023 financing involved the CEO and a major holder (Arctis) with board representation, but no disclosure implicates Mr. Goord .
- Pay structure: Director compensation balanced between cash ($50.5k in 2024) and time-based RSUs ($118.7k grant-date value); absence of performance conditions is typical for directors but means equity is time-based rather than outcome-based .
RED FLAGS: None specific to Mr. Goord disclosed (no low attendance, no related-party transactions, no pledging). Board-level related-party history (Arctis-linked financing) warrants continued monitoring for independence optics, though not attributed to Mr. Goord and reviewed under the company’s related-party policy .