Timothy Davenport

About Timothy Davenport

Timothy J. Davenport (age 49) has served on Rekor’s Board since 2023. He is Chief Operating Officer of Arctis Global, LLC (a hedge fund manager), is a Fellow Chartered Accountant (ICAEW), and holds a mechanical engineering degree from the University of Birmingham. His background spans senior finance and operations roles in the hedge fund industry including Marshall Wace (Head of Fund Accounting), MW Eaglewood (COO), and Winton (CFO) .

Past Roles

External Roles

Board Governance

• Independence: The Board lists six independent directors (Croxton, de Bary, Hanlon, Goord, Meyers, Sarma). Davenport is not listed among independent directors, and he is COO of Arctis Global, LLC, an affiliate of a significant Rekor investor considered in related-party review .
• Board/committee attendance: In 2024, the Board held 4 regular and 21 special meetings, and each director attended 100% of Board and applicable committee meetings; non-management directors held one executive session and attended 100% of executive sessions .
• Committees: Current committee membership/leadership does not include Davenport (see below) .
• Lead Independent Director: Paul A. de Bary serves as Lead Director .
• Executive sessions: One in 2024 for non-management directors .

Fixed Compensation

• Program structure and fees (non-employee directors, 2024; annual fees reduced 50% in Nov 2024) :

• 2024 actual director pay (non-employee directors) :

• Ownership policy: Directors must own stock equal to 3x the annual cash retainer within five years of the later of Jan 1, 2022 or board start date; except those with <6 months service, all current directors meet this requirement .

Performance Compensation

• Non-employee director equity is delivered as RSU/stock awards (grant-date fair value per ASC 718); no performance metrics are disclosed for director equity grants .
• Documented equity award events for Davenport (Form 4s):

Other Directorships & Interlocks

• Current public company boards: None disclosed for Davenport in Rekor’s proxy/8-K materials .
• Board/Investor interlocks:
  • Davenport is COO of Arctis Global, LLC; Arctis Global Master Fund invested in Rekor’s 2023 senior secured notes/warrants (redeemed Mar 4, 2024; subsequent warrant exercise agreement June 20, 2024). Rekor identified this as a related-party context for oversight by governance processes .
  • Another Rekor director, Viraj Mehta, is Chief Investment Officer of Arctis Global, LLC and a 9.2% beneficial owner through Arctis-related holdings .

Expertise & Qualifications

• Fellow Chartered Accountant (ICAEW); mechanical engineering degree, University of Birmingham .
• 20+ years in hedge fund industry; roles spanning fund accounting, operations, CFO responsibilities; provides financial and operational expertise to Rekor’s financial strategies and M&A initiatives .

Equity Ownership

• Beneficial ownership at record date (Mar 18, 2025): 91,462 shares; less than 1% of outstanding shares (110,687,209). Footnote indicates holdings include 15,625 RSUs scheduled to vest within 60 days of March 31, 2025, and 15,625 shares; percentage marked as “*” (<1%) .
• Recent Form 4 post-transaction holdings: 107,087 shares reported after 2024-11-26 RSU award .
• Stock ownership policy: 3x cash retainer within five years; except for directors serving less than six months, all current directors meet the requirement (company-wide statement) .

Governance Assessment

• Strengths

  • 100% attendance at Board and committee meetings in 2024 indicates high engagement .
  • Deep finance/operations background aligns with Rekor’s capital allocation and acquisition initiatives .
  • Director compensation mix is modest and equity-inclusive (cash $47,500; stock awards $118,657 in 2024), aligning incentives with shareholders; meeting fees and retainer reductions (50% cut in Nov 2024) reflect cost discipline .

• Risks / RED FLAGS

  • Not classified as independent; affiliation with Arctis, a significant investor involved in prior financing and warrant transactions constitutes an ongoing related-party sensitivity that requires robust recusal and Governance Committee oversight .
  • Two Arctis-affiliated directors on the Board (Davenport and Mehta) heighten perceived influence; careful monitoring of conflicts and board independence balance is warranted .
  • No current committee roles for Davenport limit direct involvement in audit/comp/nom-gov oversight; consider if/when independence status changes whether committee service is appropriate .

• Shareholder feedback

  • 2024 say-on-pay advisory vote approved: For 19,149,034; Against 863,924; Abstain 497,197; Broker non-votes 22,473,270 .

Director Compensation (Detail)

Committee Composition Snapshot (for context)

Related-Party Transactions (Conflict Oversight)

• 2023 Securities Purchase Agreement: Issued $12.5M senior secured notes and related warrants; investors included CEO Robert Berman ($2.0M) and Arctis ($6.5M). Davenport serves as COO of Arctis Global, LLC (manager of Arctis). Notes redeemed on Mar 4, 2024; Warrant Exercise Agreement on June 20, 2024 reduced exercise price to $1.40 and proportionally reduced warrant shares from 5,250,000 to 3,675,000; Board’s governance processes oversee such related-party items .

Additional Board Process / Engagement

• Board leadership: Chairman Robert Berman; Lead Director Paul de Bary with defined oversight responsibilities including executive sessions and agenda setting .
• Executive sessions: One in 2024 for non-management directors; 100% attendance by independent directors .

Other Directorships & Interlocks (Table)

Note: The Board states it reviewed independence under Nasdaq rules; specific relationships were considered not material for independent directors listed. Davenport is not among those listed as independent .