Sanjay Emani Sarma - Director | Rekor Systems (REKR) Executive Profile & Compensation

About Sanjay Emani Sarma

Independent director at Rekor Systems since 2023; age 57 (as of 2025). Professor of Mechanical Engineering at MIT and (since 2023) President, CEO, and Dean of the Asia School of Business. Co-founded MIT’s Auto-ID Center (EPC/RFID standards; foundational for IoT) and founded IoTask (IoT advisory). Education: BTech from IIT, MS from Carnegie Mellon, PhD from UC Berkeley. Share ownership at Rekor is less than 1% of outstanding shares.

Past Roles

Organization	Role	Tenure	Committees/Impact
MIT (Massachusetts Institute of Technology)	Professor of Mechanical Engineering; former VP for Open Learning	Ongoing (Professor); VP through June 2022	Co-founded Auto-ID Center (EPC/RFID); IoT thought leadership
Asia School of Business (ASB)	President, CEO, and Dean	Since 2023	Institutional leadership in management education
OATSystems (acquired by Checkpoint Systems)	Founder & CTO	Prior to 2008 acquisition	Enterprise RFID solutions; tech commercialization

External Roles

Organization	Role	Public/Private	Notes
Aclara Resources Inc. (TSX: ARA)	Independent Director	Public	Board service disclosed in Rekor proxy
GS1 US	Board	Non-profit/Industry	Standards body (EPCglobal/RFID ecosystem)
CleanLab.ai	Board	Private	AI company board service
IoTask	Founder	Private	IoT consulting/advisory

Board Governance

Independence: Board determined Sarma is independent under Nasdaq rules. Six of nine Rekor directors are independent.
Committees: Chaired the Technology & Social Responsibility Committee (established 2024); committee activities were suspended effective March 28, 2025 given current strategic focus. Other committee memberships for Sarma not disclosed.
Attendance: In 2024, the board met 4 regular and 21 special times; all directors attended 100% of board and committee meetings during their terms. Independent directors also attended 100% of executive sessions.
Lead Independent Director: Paul A. de Bary; responsibilities include agenda oversight, executive sessions, CEO evaluation input, and shareholder liaison.
Election results (2025 Annual Meeting): Sarma received 29,852,989 “For,” 721,703 “Withheld,” with 31,287,188 broker non-votes.

Fixed Compensation

Year	Cash Fees ($)	Notes
2024	57,500	Annual board fee framework: $50,000; Technology Committee Chair: $10,000; meeting fees ($1,000 in-person/$500 telephonic board; $500/$250 committee). Annual fees reduced 50% beginning Nov 2024.
2023	27,500	As a new independent director in 2023; same fee schedule (no reduction in 2023).

Performance Compensation

Grant/Txn Date	Type	Shares/Units	Price	Post-Transaction Ownership	Source
2024-11-26	Award (common/RSU)	31,250	$0.00	107,087	https://www.sec.gov/Archives/edgar/data/1697851/000106299324019846/0001062993-24-019846-index.htm
2024-01-10	Award (common/RSU)	25,837	$0.00	75,837	https://www.sec.gov/Archives/edgar/data/1697851/000120919124001519/0001209191-24-001519-index.htm
2023-09-27	Award (common/RSU)	50,000	$0.00	50,000	https://www.sec.gov/Archives/edgar/data/1697851/000120919123050820/0001209191-23-050820-index.htm
2023-09-14	Initial filing	Form 3	—	—	https://www.sec.gov/Archives/edgar/data/1697851/000120919123050528/0001209191-23-050528-index.htm

2024 director equity grant fair value recorded in Rekor’s proxy: $118,657 (aggregate grant-date fair value).
2023 director equity grant fair value: $168,500.
Clawback: Rekor maintains a compensation recovery (clawback) policy over incentive compensation tied to restated financials.

Other Directorships & Interlocks

Company	Overlap/Interlock	Notes
Aclara Resources Inc.	External board only	No Rekor-related transaction disclosed with Aclara.
Arctis Global-related matters	Board-level exposure only	Rekor related-party transactions involve Arctis Global and CEO Berman; another director (Tim Davenport) is Arctis COO. No Sarma involvement disclosed.

Expertise & Qualifications

Domain expertise: IoT, RFID/EPC standards, urban mobility, data networks, logistics; author and co-author of IoT-focused publications and a 2017 MIT Press book.
Academic/leadership: Senior academic roles at MIT; CEO/Dean leadership at ASB since 2023.
Education: IIT (Bachelors), Carnegie Mellon (MS), UC Berkeley (PhD).

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	Notes
Sanjay E. Sarma	91,462	<1%	Footnote indicates components include 15,625 RSUs vesting within 60 days of March 31, 2025 and 15,625 shares; overall table shows 91,462 total beneficial ownership. Based on 110,687,209 shares outstanding (Record Date 3/18/2025).

Director stock ownership guidelines: 3x annual cash retainer within five years of Jan 1, 2022 or appointment; proxy states all current directors (except those serving <6 months) meet the requirement.

Governance Assessment

Strengths
- Independent director with 100% meeting attendance in 2024; signals strong engagement.
- Relevant technology oversight experience; chaired the Technology & Social Responsibility Committee during its active period.
- Compensation mix emphasizes equity alignment (consistent annual RSU/stock awards; no sales reported). (Form 4 URLs above)
Watch items / context
- Technology Committee activities suspended effective March 28, 2025; reduces formal technology governance touchpoint (though may reflect streamlining).
- Board environment includes related-party history with Arctis Global and CEO Berman; while no Sarma involvement is disclosed, perception risk exists due to multiple directors linked to or interacting with that investor.
- 2025 Say-on-Pay passed but with unusually high abstentions (For 16.9M; Abstain 12.58M; Against 1.08M); potential signal of shareholder caution on pay and governance.
Overall view: Sarma’s independence, attendance, and deep IoT/technology credentials support board effectiveness and strategy oversight. No Sarma-specific conflicts or related-party exposures are disclosed. Equity-heavy director compensation and ongoing awards align incentives, with no pledging or hedging disclosures noted for him. (Form 4 URLs above)