David Gandini
About David Gandini
David Gandini (age 67) is SOBR Safe, Inc.’s Chief Executive Officer, Secretary, and Chairman of the Board; he has served as CEO since October 18, 2021 and as a director since November 2019, and holds a Telecommunications degree from Michigan State University . Under his leadership, the company reported Q3 2025 revenue growth of 136.1% year-over-year and the strongest sales month to date in October 2025, alongside rising ARR and device shipments . Shareholder return has been weak over 2022–2024, with the “value of $100 investment” falling from $11 (2022) to $5 (2023) to $1 (2024), and net losses of $12.35M (2022), $10.21M (2023), and $8.61M (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SOBR Safe, Inc. | CEO; Director; Chairman | CEO since Oct 18, 2021; Director since Nov 2019 | Leads commercialization and strategy; chairs the Board . |
| First Capital Advisory Services | Managing Partner | Sep 2018 – present | Capital creation, business acquisition/strategy, partner revenue generation . |
| Alchemy Plastics, Inc. | President | 2014 – Aug 2017 | Led U.S. manufacturing, sales, and strategic partnerships . |
| IPS Denver | President | 2001 – 2014 | Grew a bank card personalization/packaging leader to $46M revenue; led successful sale . |
| First World Communications | COO | c. 2000 | Participated in IPO raising >$200M; scaled U.S. Internet/Data Center provider . |
| Pace Network Services | Founder | n/a | Provided carrier SS7 signaling to U.S. long-distance providers; exit to ICG Communications . |
| Digital Signal (Detroit) | Co‑founder | n/a | Fiber long-haul market; exit to SP Telecom . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Capital Advisory Services | Managing Partner | Sep 2018 – present | Capital formation, business development, partnerships . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 300,000 | 300,000 |
| Cash bonus ($) | 0 | 0 |
| Stock awards ($) | 150,062 (90 RSUs) | 0 |
| Option awards ($) | 1,048,159 (464 options) | 0 |
| Other comp ($) | 0 | 0 |
| Total ($) | 1,498,221 | 300,000 |
- Employment agreement: base salary $300,000; term through Dec 31, 2025 with automatic one‑year renewals; eligible for annual bonus plan and regular equity grants under the 2019 Equity Incentive Plan (specific bonus targets not disclosed) .
Performance Compensation
- Annual Bonus Plan: Mr. Gandini is entitled to participate, but the proxy discloses no quantitative performance metrics; no bonus was paid in 2023 or 2024 .
| Incentive | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Not disclosed | — | Not disclosed | Not disclosed | $0 in 2023–2024 | N/A |
| RSUs (granted 2023) | Service-based | — | 90 RSUs | Not applicable | Included in SCT value | Vesting schedule not disclosed (90 unvested as of 12/31/2024) |
| Stock options (granted 2023) | Service-based | — | 464 options | Not applicable | Included in SCT value | 10-year terms from vesting; expiries 2029–2033 |
- Clawback: SEC/Nasdaq-compliant policy adopted for recovery of erroneously awarded incentive compensation .
Equity Ownership & Alignment
- Insider trading/hedging: Company policy requires pre‑clearance for hedging and prohibits short sales and purchasing instruments designed to hedge or offset decreases in SOBR stock value by directors and officers .
- Section 16 compliance: No known delinquencies in the most recent fiscal year .
| Beneficial ownership snapshot | As of Oct 18, 2024 | As of Jun 20, 2025 |
|---|---|---|
| Shares beneficially owned (incl. derivatives per proxy footnotes) | 11,362 | 1,014 |
| Percent of class | 1.2% (921,949 shares outstanding) | <1% (1,516,145 shares outstanding) |
| Notable components | Includes 5,916 vested options (ex. prices $86.92–$255.20) and 428 warrants ($233.75); excludes 892 unvested RSUs | Includes 469 vested options ($869.20–$2,552), 43 warrants ($2,337.50); excludes 90 unvested RSUs |
| Outstanding equity awards (12/31/2024) | Count | Terms |
|---|---|---|
| Options exercisable | 592 | Exercise prices $869.20–$2,552.00; expirations Nov 1, 2029 and Feb 23, 2033 |
| Options unearned (equity incentive awards) | 164 | Same strike price range; 10‑year term from vesting |
| Unvested RSUs | 90 | Market value $1,035 (vesting schedule not disclosed) |
Note: Ownership is affected by reverse stock split actions and capital raises; outstanding shares were 921,949 (Oct 18, 2024) and 1,516,145 (Jun 9, 2025) per records dates in the company’s proxies .
Employment Terms
- Agreement date/term: Employment agreement dated January 30, 2023; serves as CEO through Dec 31, 2025; auto‑renews for one‑year terms unless either party provides notice .
- Cash compensation: Base salary $300,000; future adjustments at Compensation Committee/Board discretion .
- Incentives: Eligible for Annual Bonus Plan and regular equity grants under the 2019 Equity Incentive Plan (specific metrics/targets not disclosed) .
- Severance/change‑of‑control: No CEO‑specific severance or change‑of‑control terms disclosed in the proxy beyond standard plan participation; CFO’s employment agreement references equity vesting on change of control, but no parallel CEO terms disclosed .
- Indemnification: Indemnification agreement approved March 14, 2023 for Mr. Gandini (and other directors/officers) .
Board Governance
- Roles: CEO and Chairman of the Board (dual role); Board includes a Lead Independent Director (J. Steven Beabout), which partially mitigates independence concerns .
- Independence: Four of five directors are independent (Beabout, Fay, Pederson, Shoemaker) under Nasdaq rules .
- Committees and chairs:
- Audit: Shoemaker (Chair), Beabout, Fay; Shoemaker qualifies as “audit committee financial expert” .
- Compensation: Beabout (Chair), Fay, Shoemaker .
- Nominating & Corporate Governance: Pederson (Chair), Fay, Beabout .
- Meeting attendance: Board met three times in 2024; all directors—except Noreen Butler—attended 100% of Board and relevant committee meetings (implies 100% for Mr. Gandini) .
- Classified board: In 2025, the company proposed and sought approval to implement a staggered (classified) board structure (Classes I–III) .
- Director compensation: No formal director pay plan; $0 fees/awards recorded for directors in 2024 (including Mr. Gandini as a director) .
- Governance policies: Code of ethics; insider trading policy with hedging restrictions; SEC/Nasdaq-compliant clawback policy .
- Say‑on‑pay cadence: Shareholders voted to conduct advisory votes on executive compensation every three years (last held in 2024; next in 2027) .
Performance & Track Record
| Year | Value of $100 investment (TSR proxy) | Net Income (Loss) |
|---|---|---|
| 2022 | $11 | $(12,354,930) |
| 2023 | $5 | $(10,214,721) |
| 2024 | $1 | $(8,609,156) |
- Operating update under Gandini: Q3 2025 revenue up 136.1% YoY; ARR $152.2K at quarter-end; 277 SOBRsure Gen 2 devices sold (+55.6% QoQ); channel partners added; strongest monthly sales achieved in Oct 2025 .
Related Party Transactions (governance risk)
- The CEO’s sons are employees; 2024 compensation: approximately $165,000 and $90,000, respectively, with participation in standard company plans (Company states compensation is consistent with similarly situated employees) .
Compensation Structure Analysis
- Mix and trend: 2024 CEO pay was entirely fixed salary ($300K) with no bonus or equity; 2023 featured substantial option awards ($1.05M) and modest RSUs ($150K), indicating a shift from equity-heavy (2023) to all-cash fixed (2024) amidst weak TSR .
- Performance linkage: No disclosed quantitative performance metrics for annual bonus; no bonus paid in 2023–2024 .
- Clawback/hedging controls: Clawback policy adopted; hedging restricted and short sales prohibited for officers/directors, which supports alignment and risk control .
- Equity overhang: 2019 Equity Plan share pool increases were proposed/approved, including a 2025 proposal to raise to 350,000 available shares, supporting continued equity-based incentives companywide .
Investment Implications
- Alignment and incentives: Lack of disclosed bonus metrics and two consecutive years with zero cash bonus weaken near‑term pay‑for‑performance alignment; however, the clawback and anti‑hedging policy and a Lead Independent Director provide governance guardrails .
- Ownership/pressure: The CEO’s reported beneficial ownership is modest (<1% as of June 20, 2025) with a large portion via high‑strike options/warrants, limiting immediate in‑the‑money selling pressure; unvested RSUs are relatively small (90 units) .
- Execution vs TSR: Despite significant operational momentum in Q3 2025 (triple‑digit revenue growth, stronger sales funnel), historical TSR is deeply negative across 2022–2024, underscoring execution risk and the need for sustained commercial traction to restore investor confidence .
- Governance risk flags: CEO‑Chair dual role (partially mitigated by a Lead Independent Director and fully independent key committees) and related‑party employment of family members warrant monitoring; adoption of a classified board may entrench management and affect shareholder influence in the near term .
- Retention/transition: The CEO is under contract through 2025 with auto‑renewal and eligibility for equity grants, supporting continuity; however, severance and change‑of‑control economics for the CEO are not disclosed in detail, creating uncertainty around potential transition costs or incentives in strategic scenarios .