Steven D. Croxton - Director | Rekor Systems (REKR) Executive Profile & Compensation

About Steven D. Croxton

Independent director at Rekor Systems since 2019, age 63, with 30+ years in investment and commercial banking. Managing Director at Rice, Voelker, LLC; has advised on >$35B of financing and advisory transactions. Education: B.S. in Finance (Louisiana State University); Master of International Management (American Graduate School of International Management, now Thunderbird); FINRA Series 7, 24, 63, 79 licenses. Core credentials: capital markets structuring, corporate finance, and board-level compensation oversight as Rekor’s Compensation Committee Chair .

Past Roles

Organization	Role	Tenure	Committees/Impact
Peninsula Gaming, LLC	Director	Prior (dates not disclosed)	Board service experience; gaming sector exposure

External Roles

Organization	Role	Tenure	Committees/Impact
Rice, Voelker, LLC	Managing Director	Current	Led or advised on >$35B transactions across public/private issuers

Board Governance

Independence: Determined “independent” under Nasdaq Rule 5605(b)(1) .
Committee assignments (2025): Audit Committee member; Compensation Committee Chair; not listed on Governance Committee; Technology Committee suspended March 28, 2025 .
Attendance: In 2024, Board held 4 regular and 21 special meetings; Audit held 4 regular and 4 special; Compensation held 2 regular and 2 special; Governance & Nominations held 3 regular and 1 special; Technology held 3 regular. Each director attended 100% of Board and committee meetings; non‑management directors attended 100% of executive sessions (1 session) .
Lead Independent Director: Paul A. de Bary .

Committee (2025)	Role	Independent
Compensation	Chair	Yes
Audit	Member	Yes

Fixed Compensation

Component	Amount	Notes
Cash fees earned (2024)	$62,000	Includes annual retainer and meeting/committee fees; annual cash fees were reduced 50% starting Nov 2024
Equity (RSUs) grant-date fair value (2024)	$118,657	RSUs; ASC 718 grant-date fair value
Total (2024)	$180,657	Sum of cash and equity
Cash fees earned (2023)	$59,500	Pre-2024 reduction
Equity (RSUs) grant-date fair value (2023)	$33,827	RSUs; ASC 718
Total (2023)	$93,327	Sum of cash and equity

Director Fee Structure (FY2024)	Annual Fee	Board Meeting (In-person)	Board Meeting (Telephonic)	Committee Meeting (In-person)	Committee Meeting (Telephonic)
Board Member	$50,000	$1,000	$500	$500	$250
Audit Chair	$30,000	$1,500	$500	$500	$250
Compensation Chair	$10,000	$1,500	$500	$500	$250
Governance Chair	$15,000	$1,500	$500	$500	$250
Technology Chair	$10,000	$1,500	$500	$500	$250
Special Committee	—	$500	$250	$500	$250
Lead Director	$10,000	—	—	—	—
Note	—	—	—	—	Annual fees reduced 50% starting Nov 2024

Performance Compensation

Director equity grants are RSUs that vest based on service; the Plan requires a minimum one‑year restriction period for restricted stock/RSUs .
No director-specific performance metrics (e.g., revenue/EBITDA/TSR) disclosed for RSU vesting; equity awards are time-based for directors .

Equity Grants (Directors)	FY2023	FY2024	Vesting/Metrics
RSU grant-date fair value (Croxton)	$33,827	$118,657	Service-based; minimum one-year restriction period noted in Plan; metrics not disclosed for director awards

Compensation policy safeguards relevant to investor alignment:

No tax gross‑ups; no repricing without shareholder approval; double‑trigger change‑in‑control vesting; no dividends on unearned performance awards .

Other Directorships & Interlocks

Company	Status	Role	Notes
Peninsula Gaming, LLC	Prior	Director	Historical board service; no current public company directorships disclosed

Compensation Committee interlocks: None; no member has relationships requiring Item 404 disclosure; no interlocks with other issuers’ compensation committees .

Expertise & Qualifications

Capital markets and financing: >$35B transactions across public/private issuers .
Corporate/international banking leadership; investment advisory experience .
Regulatory/credentialed: FINRA Series 7, 24, 63, 79 .
Education: LSU (Finance); Thunderbird (International Management) .

Equity Ownership

Date (Record)	Common Shares	Options Exercisable ≤60 days	RSUs Vesting ≤60 days	Total Beneficial Ownership	% of Class
Mar 18, 2025	110,717	48,499	15,625	174,841	<1%
Feb 21, 2024	64,502	48,499	20,378	133,379	<1%

Stock ownership policy: Directors must hold ≥3x annual cash retainer within 5 years; all current directors, except those serving <6 months, meet the requirement .
Section 16 compliance: All required filings timely in the past fiscal year .
Pledging/hedging: Not disclosed in proxy; Governance Committee monitors conflicts; related party transactions reviewed by independent subcommittee .

Governance Assessment

Board effectiveness: Croxton chairs Compensation and serves on Audit, contributing capital markets depth to pay design and financial oversight; independence affirmed under Nasdaq rules .
Engagement: 100% attendance across Board and committee meetings in 2024; full participation in executive sessions, signaling high engagement .
Ownership alignment: RSU participation and compliance with director ownership guidelines support long-term alignment; beneficial ownership increased year-over-year (133,379 → 174,841) .
Shareholder signals: Strong support in 2025 director election (For 29,864,875; Withheld 709,817; broker non-votes 31,287,188); Say‑on‑Pay advisory also approved (For 16,920,745; Against 1,075,971; Abstain 12,577,976; broker non‑votes 31,287,188) .
Conflicts/related parties: No Croxton‑specific related party transactions disclosed; broader board relationships (e.g., Arctis Global affiliates) were reviewed and determined immaterial for independence; Compensation Committee interlocks absent, reducing conflict risk .

RED FLAGS

None disclosed specific to Croxton: no attendance issues, no related party transactions, no legal proceedings; independence maintained .