J. Steven Beabout

About J. Steven Beabout

J. Steven Beabout, age 71, is SOBR’s Lead Independent Director and Chair of the Compensation Committee; he has served on the Board since August 2020 and also sits on the Audit and Nominating & Corporate Governance Committees . His background is primarily in corporate law and strategic management: General Counsel and EVP/strategic leadership at Starz (1996–2015) and General Counsel at Tectonic LLC (2016–2018), negotiating large studio and distribution contracts and overseeing public company governance matters .

Past Roles

External Roles

Board Governance

• Independence and role: Beabout is classified as an independent director under Nasdaq rules and serves as Lead Independent Director .
• Committee assignments and chairs:
  • Compensation Committee: Chair; members Beabout, Ford Fay, Sandy Shoemaker .
  • Audit Committee: Members Shoemaker (chair/financial expert), Beabout, Fay .
  • Nominating & Corporate Governance: Members Kris Pederson (chair), Beabout, Fay .
• Attendance and engagement:
  • Board met 3 times in 2024; all directors except Noreen Butler attended 100% of Board and committee meetings—Beabout attended 100% .
  • Audit Committee met 4 times; all members attended .
  • Compensation Committee met 3 times; all members attended .
  • Nominating & Corporate Governance Committee met 3 times; all members attended .

Fixed Compensation

As of year-end 2024, SOBR disclosed no formal plan for director compensation; directors may receive RSUs or options as awarded by the Board/Comp Committee, but none were reported in the 2024 director compensation table .

Performance Compensation

Other Directorships & Interlocks

• No current public company directorships for Beabout are disclosed in SOBR’s proxy .
• Noted interests: Beabout has interests in IDTEC, LLC and SOBR Safe, LLC—entities that own SOBR shares; he does not have a controlling interest in either, so those holdings are not included in his beneficial ownership .

Expertise & Qualifications

• Corporate/legal governance: Led Starz through growth from losses to multi‑billion public company; managed SEC filings and board governance matters .
• Complex negotiations: Billion‑dollar studio and distributor contracts (Universal, Disney, Sony; Comcast, Time Warner, DIRECTV, DISH, Netflix) .
• SaaS/CRM/data analytics contracting expertise from Tectonic LLC .
• Committee suitability: Legal and governance background aligns with Compensation and Nominating committee oversight responsibilities .

Equity Ownership

Policies impacting alignment:

• Insider Trading Policy prohibits directors/officers from hedging or purchasing instruments designed to offset declines in SOBR stock; hedging requires pre‑clearance and short-sales are prohibited .
• No pledging of company stock is disclosed for Beabout .

Governance Assessment

• Strengths:
  • Independent Lead Director with broad legal/governance experience; chairs Compensation Committee and serves on Audit and Nominating—strong cross‑committee engagement .
  • 100% attendance across Board and committees in 2024 indicates high engagement .
  • Clear independence determination under Nasdaq rules .
  • Anti‑hedging policy for directors reinforces alignment with shareholders .
• Watch items / potential red flags:
  • Classified board proposal adopted in amended/restated bylaws would stagger director terms (Classes I–III), potentially reducing board turnover flexibility and increasing entrenchment risk; proposal highlights anti‑takeover effects and longer change‑in‑control timing .
  • Multiple reverse split authorities sought to maintain listing compliance; while not director‑specific, persistent capital structure actions can signal elevated governance sensitivity to market/float constraints .
  • Related‑party context: spouse‑controlled trust holds shares; Beabout’s non‑controlling interests in entities owning SOBR shares—monitor for any transactions, though none are disclosed .

Additional shareholder signals:

• 2024 Say‑on‑Pay advisory vote passed (For: 6,051,574; Against: 630,703; Abstain: 104,847), with triennial frequency selected—provides backdrop for Beabout’s Compensation Committee leadership .
• Indemnification agreements for directors (including Beabout) approved March 14, 2023—standard protection for board service .

Committee and Attendance Summary

Board Meetings (2024)

Director Compensation Policy Snapshot

Independence and Roles

Policies

No related‑party transactions involving Beabout are disclosed; related‑party compensation for CEO’s family members is disclosed separately, not involving Beabout .