Sandy Shoemaker
About Sandy Shoemaker
Independent director at SOBR Safe, Inc. since December 2021; age 56. She chairs the Audit Committee, is Board-designated as the audit committee financial expert, and is deemed independent under Nasdaq rules. Shoemaker retired from public accounting in June 2021 after a 30+ year career, including partnership roles at EKS&H/Plante Moran; she holds a B.S. in Accounting (cum laude) from Southwest Missouri State University. She is nominated as a Class II director under SOBR’s proposed classified board (term to 2027 if approved; otherwise one-year term).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EKS&H / Plante Moran | Audit Partner; led EKS&H SEC practice | Retired June 2021; in public accounting since 1990 | Extensive SEC reporting, IPOs/reverse mergers, audits/reviews, SEC comment responses, internal controls; industries served include biotech, franchising, distribution, manufacturing, med-device, restaurants, real estate; broad ESOP experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AICPA | Member | Not disclosed | Professional affiliation |
| Colorado Society of CPAs (CSCPA) | Member | Not disclosed | Professional affiliation |
| National Center for Employee Ownership (NCEO) | Member | Not disclosed | Professional affiliation |
Board Governance
- Board role: Independent Director; Audit Committee Chair; member, Compensation Committee; not on Nominating & Corporate Governance Committee.
- Independence: Board affirms Shoemaker is independent under Nasdaq and Rule 10A-3; designated “audit committee financial expert.”
- Attendance: Board met 3 times in 2024; all directors other than one former director attended 100%—implying Shoemaker attended all board meetings. Audit (4 meetings) and Compensation (3 meetings) had full attendance by members.
- Lead Independent Director: J. Steven Beabout.
- Board structure: 2025 proxy proposes a classified board; Shoemaker nominated as Class II (through 2027 if approved; otherwise one-year). Anti-takeover effects of a classified board are disclosed.
- Indemnification: Shoemaker is party to a standard director indemnification agreement (approved June 9, 2023).
- Code/Policies: Company maintains a Code of Ethics and Insider Trading Policy (no hedging/short sales without preclearance; short sales prohibited).
Fixed Compensation
| Component (Directors) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | No formal plan for compensating directors as of 12/31/24; reimbursement of reasonable expenses only |
| Committee membership fees | $0 | Not paid in 2024 |
| Committee chair fees | $0 | Not paid in 2024 |
| Meeting fees | $0 | Not paid in 2024 |
Performance Compensation
| Component | 2024 Grants | Grant Date | Shares/Units | Fair Value ($) | Vesting/Metrics |
|---|---|---|---|---|---|
| RSUs/DSUs (Director) | None | — | 0 | $0 | No performance metric disclosure for directors |
| Stock Options (Director) | None | — | 0 | $0 | No 2024 option awards for directors |
| Performance metrics (TSR, revenue, ESG) | Not disclosed | — | — | — | Company does not disclose performance metrics tied to director pay |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy provides no current or prior public company board roles for Shoemaker; no interlocks disclosed. |
Expertise & Qualifications
- Audit/SEC expertise: Led EKS&H SEC practice; experience in IPOs, reverse mergers, public company reporting, SEC comment responses, internal controls; designated audit committee financial expert at SOBR.
- Industry breadth: Biotech, franchising, distribution, manufacturing, medical device, restaurants, real estate; ESOP experience.
- Governance: Independence affirmed; service on Compensation Committee supports pay oversight.
Equity Ownership
| Holder | Common Shares Beneficially Owned | Ownership % of Outstanding | Vested Options | Option Exercise Price | Vested Warrants | Warrant Exercise Price |
|---|---|---|---|---|---|---|
| Sandy Shoemaker | 69 | <1% | 23 | $2,387/share | 22 | $2,337.50/share |
| Notes | Includes only vested options; unvested not disclosed. No pledging policy disclosed; hedging restricted by Insider Trading Policy. | |||||
Board Governance – Attendance Detail
| Body | Meetings Held (FY2024) | Shoemaker Attendance |
|---|---|---|
| Board of Directors | 3 | 100% (all directors except one former director attended 100%) |
| Audit Committee (Chair) | 4 | 100% (all members attended each meeting) |
| Compensation Committee (Member) | 3 | 100% (all members attended each meeting) |
Related-Party Transactions and Conflicts
- Company discloses related compensation for CEO’s family members employed by SOBR; no related-party transactions are disclosed involving Shoemaker.
- Independence confirmed; not employed by the auditor; company’s auditor is Haynie and Company.
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay frequency: Stockholders chose every three years in 2024; next vote in 2027.
Risk Indicators & Red Flags
- Classified Board proposal: Company details potential anti-takeover effects and increased difficulty for shareholders to change majority board composition; Shoemaker nominated Class II. RED FLAG for entrenchment risk if adopted.
- Low skin-in-the-game: Beneficial ownership <1% with small absolute share count; warrants/options outstanding are minimal; alignment relies more on governance roles than equity exposure.
- Hedging/short sale restrictions: Policy restricts hedging and prohibits short sales by directors/officers (mitigates misalignment risk).
- Attendance/engagement: Full attendance at Board and relevant committee meetings (positive signal).
Governance Assessment
- Strengths: Independent Audit Chair and designated financial expert with deep SEC/audit background; perfect meeting attendance; no disclosed related-party exposure; insider trading policy restricts hedging/shorting.
- Watch items: If a classified board is adopted, reduced board accountability to annual elections; Shoemaker’s small equity stake implies limited direct economic alignment versus best-practice ownership guidelines (no guidelines disclosed).
- Compensation structure: No director cash or equity paid in 2024 and no formal plan disclosed; cost discipline is evident but may have implications for director recruitment/retention and pay-for-performance alignment at the board level.