Kris Pederson
About Kris Pederson
Independent director at SOBR Safe, Inc. since May 1, 2025; age 61. Former EY and PwC partner and IBM Vice President; recognized governance expert with MBA from Harvard Business School and BA from UCLA. Appointed chair of the Nominating and Corporate Governance Committee upon joining the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young) | Partner; led Center for Board Matters; Americas Strategy Consulting Leader | Prior to 2025 (years not specified) | Governance engagement with boards/committees; oversight of strategy, digital transformation, risk, M&A/IPO governance |
| IBM | Vice President; led strategic transformation practices and global consulting units | Prior to 2025 | P&L ownership of $300M–$1.5B; strategy arm of $7B business unit |
| PwC | Strategy Partner | Prior to IBM | Strategy consulting leadership |
| EY (additional detail) | Governance professional recognized by NACD (2022–2024) | Prior recognitions | NACD recognition 2022–2024; Consulting Magazine Lifetime Achievement (2016), Top 25 Consultant (2007) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NASDAQ Governance Advisory Council | Member | Current | Governance advisory focus |
| NACD Colorado | Director | Current | Director education and governance |
| NFL Alumni Association | Board Director | Current | Non-profit governance role |
| Harvard Business School Alumni Board | Board Director | Current | Alumni governance role |
| Great Western Bank (now First Interstate Bank) | Director | Prior | Banking board experience |
| Windward Reports (now Apryse) | Director | Prior | Technology board experience |
| Association of Mechanical Engineers (ASME) | Director | Prior | Professional association governance |
Board Governance
- Independence: Classified by SOBR as independent; one of four independent directors on the Board.
- Committee roles: Chair, Nominating & Corporate Governance Committee; committee members include Pederson, Ford Fay, and Steve Beabout.
- Other Board leadership: Lead Independent Director is J. Steven Beabout; Audit Committee chaired by Sandy Shoemaker; Compensation Committee chaired by J. Steven Beabout.
- Attendance: In 2024, Board held three meetings; all directors except Noreen Butler attended 100% of Board and committee meetings. Pederson joined in 2025; her 2024 attendance is not applicable.
- Governance framework: 2025 proposal to adopt a classified Board and amended bylaws including proxy access, advance notice, special meeting requirements (10% ownership for ≥1 year), director removal, and Delaware forum selection.
- Risk oversight: Board and Audit Committee oversee ERM and cybersecurity; policies include periodic training and third-party assessments.
- Code of ethics and insider trading policy: Company prohibits directors/officers from hedging or using exchange fund-type instruments on SOBR equity.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash director retainer | Up to $20,000 | Eligibility “in line with other directors”; established at Pederson’s appointment (effective May 1, 2025) |
| Governance Committee Chair fee | $5,000 per year | For role as chair of Nominating & Corporate Governance Committee |
| Meeting fees | Not disclosed | No meeting fees disclosed |
| 2024 director compensation | $0 across all categories | No formal plan and no director compensation recorded for 2024 |
- Note the Board disclosed no formal director compensation plan for 2024, but instituted cash retainers and chair fees for 2025 appointments, indicating a shift toward a structured director pay program.
Performance Compensation
| Award Type | Grant Opportunity | Terms | Performance Metrics | Vesting |
|---|---|---|---|---|
| Stock options (annual) | Up to $30,000 fair value | Under 2019 Equity Incentive Plan | Not specified | Not disclosed |
| Performance-based stock options | Up to $40,000 fair value | Payable if Company meets targets | Targets not specified | Not disclosed |
- Equity plan capacity increased over time; Proposal 3 seeks a one-time increase to 350,000 shares available for awards, supporting ongoing equity-based compensation capacity.
- Company maintains a clawback policy for executive incentive compensation; director-specific clawback terms not disclosed.
Other Directorships & Interlocks
| Entity Type | Company/Organization | Potential Interlock/Relevance |
|---|---|---|
| Public/Financial | Great Western Bank (now First Interstate Bank) | Banking experience; no SOBR-related transactions disclosed |
| Tech | Windward Reports (now Apryse) | Software exposure; no SOBR-related transactions disclosed |
| Advisory/Non-profit | NASDAQ Governance Advisory Council; NACD Colorado; NFL Alumni; HBS Alumni Board; ASME | Governance network; no related-party transactions disclosed at SOBR |
- No related-party transactions involving Pederson are disclosed; Board reviews and approves related person transactions, and only CEO family employment is noted.
Expertise & Qualifications
- Board governance and strategy: Focus on board roles in strategy definition, digital transformation oversight, AI policy, risk management, M&A/IPO governance, and board performance.
- Operating scale: Led EY strategy consulting (1,200 personnel, $4B unit) and IBM business units with $300M–$1.5B P&L.
- Recognitions: NACD leading governance professional (2022–2024); Consulting Magazine Lifetime Achievement (2016); Top 25 Consultant (2007).
- Education: MBA (Harvard Business School); BA (UCLA).
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| June 20, 2025 | None reported (“-”) | Not applicable (“< - %”) | Based on 1,516,145 shares outstanding at record date |
- Hedging and pledging: Directors are prohibited from entering hedging instruments designed to offset decreases in SOBR equity value.
- Ownership guidelines: No director stock ownership guidelines disclosed.
Insider Trades (Form 4)
| Date Range Reviewed | Findings |
|---|---|
| 2025-05-01 to 2025-11-20 | No insider trades for “Pederson” found via insider-trades skill (Form 4). |
- Query executed using the insider-trades skill for SOBR and person filter “Pederson”; no records returned for the period.
Governance Assessment
-
Strengths:
- Seasoned governance leader appointed chair of Nominating & Corporate Governance, reinforcing board process maturity and policy oversight.
- Strong independence profile; no related-party transactions disclosed involving Pederson; company prohibits director/officer hedging.
- Equity-linked director compensation (options including performance-contingent awards) can align incentives with long-term shareholder value if grants occur as disclosed.
-
Watch items / potential red flags:
- No reported beneficial ownership as of June 20, 2025 may indicate limited “skin in the game” pending equity grants; monitor equity awards and subsequent ownership changes.
- Board’s move to a classified structure and bylaw changes (special meeting threshold, proxy access mechanics) may entrench incumbents; as Governance Chair, Pederson’s stewardship of shareholder rights will be a focal point for investors.
- Director pay structure change from $0 (2024) to cash and equity eligibility in 2025—monitor for transparency on performance conditions and avoidance of discretionary awards absent targets.
-
Implications:
- Pederson’s background suggests enhanced board effectiveness in strategy, risk oversight, and digital/AI policy—areas material to SOBR’s scaling and regulatory posture.
- Alignment will hinge on actual equity grants and ownership; track Form 4 filings and 2026 proxy for realized compensation, attendance, and ownership progress.