Viraj Mehta
Rekor SystemsAbout Viraj Mehta
Viraj Mehta (age 43) has served as an independent director of Rekor Systems since May 2024. He is Chief Investment Officer of Arctis Global, LLC (founded 2021), with core credentials in capital markets and investment oversight. The 2025 proxy lists him as a nominee with capital markets experience; education was not disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rekor Systems, Inc. | Director | May 2024–present | Board member; no committee assignments disclosed as of Mar 28, 2025 |
| Arctis Global, LLC | Chief Investment Officer | 2021–present | Oversight of investments; affiliation relevant to Rekor related-party transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arctis Global, LLC | Chief Investment Officer | 2021–present | Arctis is a >5% Rekor holder; related-party transactions with Rekor in 2023–2024 |
Board Governance
- Independence: Not listed among independent directors in 2025; company independence list includes Croxton, de Bary, Hanlon, Goord, Meyers, Sarma (Mehta omitted). Mehta is CIO of Arctis Global, an affiliated 9%+ shareholder with prior financing transactions, supporting non-independence status under Nasdaq rules.
- Committee assignments: No committee roles disclosed for Mehta in the committee roster; Audit (Chair de Bary), Compensation (Chair Croxton), Governance & Nominations (Chair Hanlon); Technology committee suspended Mar 28, 2025.
- Attendance and engagement: In 2024 the Board held 4 regular and 21 special meetings; each director attended 100% of Board and committee meetings during their term; one executive session of non-management directors.
- Lead Independent Director: Paul A. de Bary; responsibilities detailed in proxy.
- Years of service on board: Since May 2024.
- Shareholder support (2025 election): For 29,249,964; Withheld 1,324,728; Broker non-votes 31,287,188.
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| 2024 | $16,500 | $220,820 | $237,320 |
- Board fee schedule (2024): Base annual fee $50,000; meeting fees $1,000 in-person/$500 telephonic; committee chair fees: Audit $30,000, Governance $15,000, Compensation $10,000; Lead Director $10,000. Annual fees reduced by 50% effective Nov 2024.
- Director stock ownership guideline: 3x annual cash retainer within 5 years; company disclosed that, except for directors serving <6 months, all current directors meet the guideline.
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs (one-time) | May 31, 2024 | 72,000 | Not disclosed | One-time grant “in addition to customary Board compensation” for oversight tasks completed in 2024. |
| RSUs (outstanding) | — | 122,000 | Vest within 60 days of Mar 31, 2025 | Included in beneficial ownership footnote. |
- No performance metrics tied to director equity awards were disclosed; director awards are presented as RSUs with service-based vesting (vesting schedules for Mehta’s grants were not detailed in the proxy).
Other Directorships & Interlocks
- Other public company directorships: None disclosed.
- Interlocks/affiliations: Mehta (CIO) and fellow Rekor director Tim Davenport (COO) both serve at Arctis Global, an affiliated shareholder that participated in Rekor’s 2023 convertible notes financing and 2024 warrant exercise agreement.
Expertise & Qualifications
- Capital markets and investment oversight expertise; company highlights “extensive experience in the capital markets” as his core qualification for the Board.
Equity Ownership
| Holder/Attribution | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Viraj Mehta (total) | 10,159,491 | 9.2% | Based on 110,687,209 shares outstanding (record date Mar 18, 2025). |
| RSUs (vesting ≤60 days of Mar 31, 2025) | 122,000 | — | Included in beneficial ownership total. |
| Arctis Global, LLC (shared power via CIO role) | 10,037,491 | — | Mehta may be deemed to share voting/dispositive power as CIO of Arctis Global. |
- Ownership guidelines: See Fixed Compensation; company states directors (other than those serving <6 months) meet the 3x retainer guideline.
Related-Party Transactions (Conflicts & Red Flags)
- January 2023 SPA: Rekor issued $12.5M of senior secured notes and warrants; participants included Robert Berman ($2.0M) and Arctis Global Master Fund Limited ($6.5M). Company redeemed the notes on March 4, 2024.
- June 20, 2024 Warrant Exercise Agreement: Exercising holders (including Arctis) agreed to exercise January 2023 warrants for cash at $1.40/share (premium to $1.36 prior close), with a concomitant reduction in warrant shares from 5,250,000 to 3,675,000.
- Board added: Mehta appointed May 16, 2024; granted an additional one-time 72,000 RSUs in consideration of oversight tasks.
- Independence: The 2025 proxy’s independent director list excludes Mehta; combined with the Arctis affiliation and transactions, this represents a continuing related-party nexus on Rekor’s Board.
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay (advisory): For 16,920,745; Against 1,075,971; Abstain 12,577,976; Broker non-votes 31,287,188.
- 2025 Auditor ratification: For 61,235,105; Against 536,897; Abstain 89,878.
Governance Assessment
- Strengths: 100% attendance during 2024 term; clear committee structure with independent chairs; presence of a Lead Independent Director; director stock ownership guideline in place and broadly met.
- Concerns/Red Flags:
- Not independent; dual Arctis affiliation on the Board (Mehta and Davenport) with a history of related-party financing and warrant structuring—continued perception risk around conflicts and minority shareholder protections.
- Additional one-time RSU grant for “oversight tasks” beyond standard director equity warrants scrutiny of pay-for-service framing for a major shareholder representative.
- Shareholder support: Mehta’s 2025 election showed 29.25M For vs 1.32M Withheld (plus broker non-votes), indicating strong but not unanimous support; monitor future withhold trends as governance posture evolves.
Overall: Mehta brings capital markets expertise and substantial ownership alignment through Arctis; however, his non-independence and Arctis-related transactions are the key governance risks to monitor. Ensuring robust recusal practices on related-party matters and maintaining independent committee oversight are critical to investor confidence.