Paul A. de Bary
Rekor SystemsAbout Paul A. de Bary
Lead Independent Director of Rekor Systems, Inc. since November 2017; director since 2017, age 78. An attorney, financial advisor, and investment banker with extensive public-market and audit committee experience; designated the Board’s “audit committee financial expert.” Holds a JD, MBA, and AB from Columbia University; member of the American Bar Association, New York State Bar Association, and the Association of the Bar of the City of New York. Independent under Nasdaq rules; the Board determined he has no material relationship with the Company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marquette de Bary Co., Inc. | Managing Director and General Counsel | 1996–2015 | Advised state/local agencies, corporations, and non-profits; finance and legal leadership |
| Prudential Securities (Public Finance) | Managing Director | 1994–1997 | Public finance leadership |
| Hawkins, Delafield & Wood (NY law firm) | Partner | 1975–1994 | Legal leadership; public finance expertise |
| Empire Resorts, Inc. (Nasdaq: NYNY) | Director | 1996–2010 | Audit Committee Chair; member of governance and compensation committees; various special committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Town of Greenwich, CT – Board of Ethics | Chairman | Since 2008 | Municipal ethics oversight |
| Professional affiliations | Member | Ongoing | ABA, NYSBA, Association of the Bar of the City of New York |
Board Governance
- Lead Director responsibilities include presiding over executive sessions, liaising between independent directors and the Chair, approving agendas/materials, and overseeing CEO evaluation and succession planning. Mr. de Bary currently serves as Lead Director.
- Committee assignments (2025): Audit Committee Chair; Governance & Nominations Committee Member; Technology & Social Responsibility Committee Member (activities suspended March 28, 2025).
- Audit committee “financial expert” designation: Mr. de Bary is the Board’s SEC-defined audit committee financial expert.
- Independence: Listed as independent (Nasdaq Rule 5605); Board found no material relationships.
- Attendance and engagement (2024): Board held 4 regular and 21 special meetings; committees met regularly (Audit 4 regular/4 special; Compensation 2/2; Nominations 3/1; Technology 3; Governance 4/3). Each director, including Mr. de Bary, attended 100% of Board and relevant committee meetings; non-management directors’ executive sessions attendance was also 100%.
Fixed Compensation
| Year | Cash Fees ($) | Components (Structure) | Notes |
|---|---|---|---|
| 2024 | 230,250 | Annual retainers and per-meeting fees; Audit Chair ($30,000), Lead Director ($10,000), Board Member ($50,000); meeting fees: Board in-person $1,000/telephonic $500; committee in-person $500/telephonic $250; special committee $500/$250 | Annual fees reduced by 50% in November 2024; payments quarterly |
Performance Compensation
| Grant Type | Year | Shares/Units | Fair Value ($) | Vesting / Terms |
|---|---|---|---|---|
| RSUs (director grant) | 2024 | Not disclosed in proxy table | 118,657 | Director RSU fair value per ASC 718; time-based service vesting |
| RSUs (scheduled vesting) | 2025 (as of 3/31/25) | 15,625 | N/A | Will vest into shares within 60 days of March 31, 2025 |
| RSUs (scheduled vesting) | 2024 (as of 2/21/24) | 20,378 | N/A | Will vest into shares within 60 days of February 21, 2024 |
| Stock Options (exercisable) | 2025 (as of 3/31/25) | 108,499 | N/A | Exercisable within 60 days of March 31, 2025 |
| Stock Options (historical) | 2019 grants | 10,000; 50,000 | 31,276 (2019 fair value combined) | Grants on Mar 26, 2019 and May 8, 2019; vesting details not disclosed here |
| Stock Options (historical) | 2017 grant | 48,499 | N/A | Fully-vested; strike $1.5464 per share (as of 12/31/2017) |
- No director performance metrics disclosed (director equity appears time-based). Clawback policy described for executive incentive compensation; not applicable to standard director RSU grants.
Other Directorships & Interlocks
| Company | Status | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Empire Resorts, Inc. (Nasdaq: NYNY) | Prior public company directorship (1996–2010) | Audit Chair; governance and compensation committees; special committees | None disclosed with Rekor’s current key counterparties |
- Related party transactions disclosure: 2023 SPA and warrants involved Robert Berman and Arctis Global (with Tim Davenport, Viraj Mehta). No transactions identified involving Mr. de Bary; Board deemed relationships not material to independence.
Expertise & Qualifications
- Financial markets, audit oversight, and governance expertise; extensive service as public-company audit committee chair and SEC “audit committee financial expert.”
- Legal and public finance background (partner at Hawkins, Delafield & Wood; MD in public finance at Prudential Securities).
- Academic credentials: JD/MBA/AB, Columbia University; professional legal associations.
Equity Ownership
| As of Record Date | Common Shares | RSUs (vesting ≤60 days) | Options (exercisable ≤60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| March 18, 2025 | 130,717 | 15,625 | 108,499 | 254,841 | <1% |
| February 21, 2024 | 84,502 | 20,378 | 108,499 | 213,379 | <1% |
- Director stock ownership policy: 3× annual cash retainer; compliance expected within five years. “All current directors” (except those serving less than six months) meet the requirement—Mr. de Bary included.
- No pledging/hedging disclosed for Mr. de Bary.
Governance Assessment
- Board effectiveness: Mr. de Bary’s leadership as Lead Director and Audit Chair, combined with 100% attendance and “audit committee financial expert” designation, supports strong independent oversight.
- Independence and conflicts: Board affirmed independence and absence of material related-party exposure for Mr. de Bary; no disclosed loans or transactions involving him.
- Compensation alignment: Mix of cash retainers and time-based equity (RSUs); ownership guideline compliance strengthens alignment. 2024 cash fees $230,250 and RSU grant fair value $118,657 reflect active meeting engagement and chair responsibilities, with fees reduced 50% starting Nov 2024—cost discipline signal.
- Shareholder support signals: 2025 director election—For 28,417,557; Withheld 2,157,135 (broker non-votes 31,287,188). Say-on-Pay approved (For 16,920,745; Against 1,075,971; Abstain 12,577,976)—broader governance support backdrop.
- RED FLAGS: None disclosed regarding pledging, hedging, related-party dealings, tax gross-ups, or option repricings involving Mr. de Bary.
Board Governance (Detailed Committee Table)
| Name | Audit Committee | Compensation Committee | Governance Committee | Technology Committee |
|---|---|---|---|---|
| Paul A. de Bary (Independent) | Chair | — | Member | Member (committee activities suspended Mar 28, 2025) |
Fixed Compensation (Structure Reference)
| Position | Annual Fee ($) | Board Meeting Fee (In Person) | Board Meeting Fee (Telephonic) | Committee Meeting Fee (In Person) | Committee Meeting Fee (Telephonic) |
|---|---|---|---|---|---|
| Board Member | 50,000 | 1,000 | 500 | 500 | 250 |
| Audit Committee Chair | 30,000 | 1,500 | 500 | 500 | 250 |
| Compensation Committee Chair | 10,000 | 1,500 | 500 | 500 | 250 |
| Governance Committee Chair | 15,000 | 1,500 | 500 | 500 | 250 |
| Technology Committee Chair | 10,000 | 1,500 | 500 | 500 | 250 |
| Special Committee | — | 500 | 250 | 500 | 250 |
| Lead Director | 10,000 | — | — | — | — |
- Annual fees reduced by 50% in November 2024.
Director Compensation (2024 Actuals)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Paul de Bary | 230,250 | 118,657 | 348,907 |
Other Directorships & Interlocks (Detail)
| Company | Exchange | Role | Period | Committees |
|---|---|---|---|---|
| Empire Resorts, Inc. | Nasdaq (NYNY) | Director | 1996–2010 | Audit Chair; governance; compensation; special committees |
Equity Ownership (Breakdown Detail)
| Component (as of 3/18/2025) | Shares/Units |
|---|---|
| Common Stock | 130,717 |
| RSUs (vesting ≤60 days) | 15,625 |
| Stock Options (exercisable ≤60 days) | 108,499 |
| Total Beneficial Ownership | 254,841 (<1%) |
Overall, Paul A. de Bary demonstrates strong governance credentials as Lead Director and Audit Chair, consistent 100% attendance, and clear independence with no related-party exposure—supportive of investor confidence. Compensation is a reasonable mix of cash for responsibilities and time-based equity, with compliance to ownership guidelines reinforcing alignment. No material red flags disclosed.