Robert A. Berman
Rekor SystemsAbout Robert A. Berman
Robert A. Berman is Interim President and Chief Executive Officer and Chairman of Rekor Systems, Inc. (appointed Interim CEO on March 12, 2025; director since 2016; Chairman since July 23, 2020). He previously served as CEO and Executive Chairman and brings private equity and public company leadership experience from Avon Road Partners, L.P. (General Partner since 2000), Cinium Financial Services (Chairman/CEO 2006–2015), and Empire Resorts (CEO 2002–2005) . Under his stewardship, Rekor reported FY 2024 revenue of $46.0M (+32% YoY) and a net loss of $61.4M as it scales roadway intelligence solutions; FY 2024 EBITDA was -$49.2M and Adjusted EBITDA -$29.1M reflecting continued investment and restructuring . Total shareholder return (company-wide) measured by a fixed $100 investment closed at $23.82 for 2024 vs $50.84 in 2023 and $18.32 in 2022, highlighting volatility during platform build-out .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rekor Systems, Inc. | Interim President & CEO; Chairman; Director | Interim CEO since Mar 2025; Chairman since Jul 2020; Director since 2016 | Led strategic realignment and capital discipline; board leadership with Lead Independent Director structure |
| Avon Road Partners, L.P. | General Partner & Manager | Since 2000 | Investment leadership; financial markets and M&A experience applicable to Rekor strategy |
| Cinium Financial Services Corp. | Chairman & CEO | 2006–2015 | Specialty finance leadership; operating experience in private companies |
| Empire Resorts, Inc. (NASDAQ: NYNY) | Chief Executive Officer | 2002–2005 | Public company CEO; capital markets and governance experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Avon Road Partners, L.P. | General Partner & Manager | Since 2000 | Provides investment acumen and capital markets expertise; relevant to financing and M&A at Rekor |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 695,000 | 394,279 | 269,792 |
| Bonus | 0 | 0 | 0 |
| Equity Incentive Awards (fair value at grant) | 0 | 0 | 393,000 |
| All Other Compensation (401k match) | 15,086 | 11,550 | 9,494 |
| Total | 710,086 | 405,829 | 672,286 |
- Berman voluntarily reduced his salary multiple times, most notably to $1/year in November 2024, following reductions to $250,000 in May 2024 and to $347,500 in March 2023; he had no cash bonus for 2022–2024 .
Performance Compensation
- Rekor’s plan permits objective bonus metrics including revenues, EBITDA, free cash flow, stockholder return, market share, liquidity, strategic initiatives, and more; executive awards since 2019 have principally oriented toward restricted stock subject to continued employment rather than TSR/net income metrics due to stage-of-lifecycle dynamics .
- Specific annual metric weightings/targets and payouts for Berman were not disclosed; his FY 2024 equity was 300,000 RSUs (see vesting below) .
Equity Ownership & Alignment
| Ownership metric | As of Feb 21, 2024 | As of Mar 18, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 3,300,323 | 2,536,219 |
| Percent of Class | 3.9% (84,404,798 SO) | 2.3% (110,687,209 SO) |
| Direct Common Shares | 1,008,609 | 1,685,219 |
| Indirect – Avon Road Partners, L.P. | 1,165,104 | 1,001,000 |
| Options/Warrants exercisable within 60 days | Options: 100,000; Warrants: 1,000,000 | Not disclosed in 2025 table |
- Director stock ownership policy requires 3x annual cash retainer; all current directors except those serving <6 months meet this requirement (employee directors do not receive director cash retainers) .
- No disclosure of pledging or hedging of Berman’s shares was identified in the proxy materials .
Outstanding Equity Awards
As of Dec 31, 2024 (FY end):
| Award type | Grant date | Quantity | Vesting schedule | Market value at 12/31/24 |
|---|---|---|---|---|
| RSUs | 08/16/2024 | 150,000 | Vests in two equal installments on grant date and 1 year from grant date | $234,000 (at $1.56) |
As of Dec 31, 2023 (FY end):
| Award type | Grant date | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|---|
| Stock Options | 05/08/2019 | 50,000 | — | $1.00 | 05/08/2029 |
| Stock Options | 05/08/2019 | 50,000 | — | $1.50 | 05/08/2029 |
- Equity grant: 300,000 RSUs issued to Berman on 08/16/2024; half vested at grant and the remaining half scheduled for 08/16/2025, creating potential near-term supply as shares deliver/settle .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date & role | Employment Agreement dated May 15, 2019 (CEO); superseded prior agreement; five-year term with automatic one-year renewals thereafter |
| Base salary minimum | $695,000 per annum (subject to voluntary reductions) |
| Voluntary reductions | Reduced to $347,500 (Mar 2023), $250,000 (May 2024), and then to $1/year (Nov 2024) |
| Bonus eligibility | Eligible as determined by Compensation Committee; company bonus plan metrics include revenue, EBITDA, FCF, cash from ops, TSR, ROA/ROE, market share, liquidity and strategic goals |
| Change-of-control | If terminated within 120 days following a change in control, eligible to receive 2x base salary then in effect |
| Clawback | Policy authorizes recovery of incentive comp tied to financial results that are later restated |
Board Governance
- Dual-role implications: The Board is led by Chairman Robert Berman; as he is not independent, the Board appoints a Lead Director (Paul A. de Bary) with explicit authorities over agendas, executive sessions, CEO evaluation and succession, and investor liaison to strengthen independent oversight .
- Committee structure and membership: Audit (Chair de Bary; Croxton, Meyers, Hanlon), Compensation (Chair Croxton; Hanlon, Goord), Governance & Nominations (Chair Hanlon; de Bary, Goord); Technology & Social Responsibility Committee was suspended effective March 28, 2025 (previously chaired by Prof. Sarma) .
- Attendance: In 2024, the Board held 4 regular and 21 special meetings; each director attended 100% of Board and committee meetings held during their term; non-management (independent) directors also attended 100% of executive sessions .
- Independence: In 2025, six non‑employee directors deemed independent per Nasdaq rules; in 2024, eight of nine directors (excluding Berman) were independent .
Director Compensation
- Employee directors (including Berman) do not receive director compensation; non-employee director fees were reduced 50% in November 2024; director equity grants and cash fees are disclosed separately for non-employee directors .
- Director stock ownership guidelines: Minimum holding equal to 3x annual cash retainer within five years; current directors are in compliance except those serving less than six months .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of initial $100 investment | $18.32 | $50.84 | $23.82 |
| Revenue ($000s) | — | 34,933 | 46,028 |
| Net Loss ($000s) | (83,115) | (45,685) | (61,410) |
| EBITDA ($000s) | — | (34,163) | (49,227) |
| Adjusted EBITDA ($000s) | — | (29,853) | (29,103) |
- 2025 realignment: Company created an Executive Committee, reduced workforce, and refocused on Rekor Scout and Discover products to accelerate revenue and reduce dependence on outside capital; CEO transition occurred March 2025 (Desharnais resignation), with Berman appointed Interim CEO .
Related Party Transactions and Legal/Risk Indicators
- Related party financing: In January 2023, Rekor issued $12.5M Senior Secured Notes and 6.25M warrants; investors included Robert A. Berman ($2.0M) and Arctis Global ($6.5M). Notes were redeemed on March 4, 2024; warrants were modified/exercised in 2024 (strike reduced to $1.40; aggregate shares cut from 5.25M to 3.675M) .
- Litigation: Ongoing HC Wainwright matter regarding alleged fees/warrants; company disputes claims and is defending; OSHA complaint(s) progressed to administrative hearings with partial settlement; court requested post‑hearing briefs; company intends vigorous defense .
- Audit going concern: Auditor’s report for FY 2024 included an explanatory paragraph on the company’s ability to continue as a going concern .
- Capital markets: At‑Market Issuance Sales Agreement of up to $25M was entered February 10, 2025; 5.15M shares were issued through March 28, 2025 .
Investment Implications
- Alignment: Berman’s salary reductions culminating in $1/year and an FY 2024 equity grant (300,000 RSUs with half vesting at grant and remaining half due 08/16/2025) signal high equity-at-risk alignment and near‑term delivery, which may influence float and insider-related supply as awards settle .
- Retention risk and economics: Employment agreement provides 2x base salary severance within 120 days post change‑of‑control; a robust clawback exists, and bonus eligibility spans operating, financial, and strategic metrics, but recent compensation has emphasized RSUs over cash bonuses .
- Ownership: Beneficial ownership stands at 2.3% as of March 18, 2025 (down from 3.9% as of February 21, 2024), with indirect holdings via Avon Road Partners; no pledging disclosed. Upcoming RSU vesting on 08/16/2025 is a watch item for potential insider supply .
- Execution and risk: While FY 2024 revenue grew 32%, sustained losses, going‑concern language, and ongoing litigation underscore execution risk; the Board’s Lead Independent Director structure mitigates dual‑role governance concerns during the interim CEO period .