v3.26.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 10 Months Ended 12 Months Ended
Mar. 26, 2025
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 29, 2023
Dec. 30, 2022
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
PAY VERSUS PERFORMANCE
The following table sets forth compensation information for our Chief Executive Officer, referred to below as our CEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our stockholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2025, 2024, and 2023. This table covers three fiscal years as permitted for smaller reporting companies under Item 402(v)(8)(ii) of Regulation S-K.
Year
PEO
Summary
Compensation
Table Total
for CEO(1)
Compensation
Actually Paid
to CEO(2)
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(3)
Average
Compensation
Actually Paid
to Non-CEO
NEOs(4)
Value of
Initial
Fixed $100
Investment
Based on:
Total
Shareholder
Return(5)
Net Loss
2025
David Desharnais
$115,512
$(11,089)
$290,969
$217,968
$115.00
$(61,640,000)
Robert Berman
$(72,000)
2024
David Desharnais
$1,327,229
$1,503,902
$653,185
$683,948
$130.00
$(49,458,000)
2023
Robert Berman
$405,829
$405,829
$644,432
$1,257,108
$277.50
$(44,925,000)
(1)
For fiscal year 2025, Rekor had two individuals serve as principal executive officer: David Desharnais (from January 1 through March 26, 2025) and Robert A. Berman (from March 12, 2025 through December 31, 2025). Both individuals’ SCT totals and CAP are reported separately for 2025. For fiscal year 2024, the PEO was David Desharnais. For fiscal year 2023, the PEO was Robert A. Berman.
(2)
Compensation Actually Paid (“CAP”) is calculated in accordance with Item 402(v) of Regulation S-K. CAP equals the Summary Compensation Table Total, adjusted by: (i) subtracting the aggregate grant-date fair value of equity awards reported in the Summary Compensation Table; (ii) adding the year-end fair value of equity awards granted in the reported year that remain outstanding and unvested; (iii) adding (or subtracting) the change in fair value of prior-year equity awards that remain outstanding and unvested; (iv) adding the vesting-date fair value of equity awards that vested during the reported year; and (v) subtracting the prior year-end fair value of awards forfeited during the reported year.
(3)
Represents the average SCT total compensation of the Non-CEO NEOs. For 2025, the Non-CEO NEOs are Eyal Hen (former CFO, served through November 17, 2025) and Joseph Nalepa (CFO, appointed November 17, 2025). For 2024, the Non-CEO NEOs are Eyal Hen and Robert A. Berman. For 2023, the Non-CEO NEOs are Eyal Hen and David Desharnais.
(4)
Represents the average CAP for the Non-CEO NEOs, calculated using the same methodology as footnote (2) above.
(5)
Value of a hypothetical $100 investment in Rekor Systems common stock on December 31, 2022, assuming reinvestment of dividends. The closing prices of Rekor’s common stock as reported on NASDAQ, as applicable, on the following trading days were: (i) $1.20 on December 30, 2022; (ii) $3.33 on December 29, 2023; (iii) $1.56 on December 31, 2024; and (iv) $1.38 on December 31, 2025.
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:
Year
Summary
Compensation
Table Total
for CEO
Reported
Value of
Equity
Awards
for CEO(1)
Fair Value
as of Year
End for
Unvested
Awards
Granted
During
the Year
Fair Value
Year over Year
increase or
Decrease in
Unvested
Awards
Granted in
Prior Years
Fair
Value
for Awards
Granted and
Vested During
the Year
Fair Value
Increase or
Decrease from
Prior Year
end for
Awards that
Vested during
the Year
Fair Value
Decrease from
Prior Year
end
Awards that
Failed to Meet
Applicable
Vesting
Conditions
During the
Current Fiscal
Year
Compensation
Actually
Paid to CEO
2025
$115,512
$
$
$
$—
$(75,667)
$(122,934)
$(83,089)
2024
$1,327,229
$(596,339)
$1,039,428
$(280,249)
$—
$13,833
$
$1,503,902
2023
$405,829
$
$
$
$—
$
$
$405,829
(1)
Represents the grant date fair value of the equity awards to our CEO, as reported in the Summary Compensation Table
To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:
Year
Average
Summary
Compensation
Table Total
for Non-CEO
NEOs
Reported
Value of
Equity
Awards for
Non-CEO
NEOs(1)
Fair Value
as of Year
End for
Unvested
Awards
Granted
During
the Year
Fair
Value
Year over Year
increase or
Decrease in
Unvested
Awards
Granted in
Prior Years
Fair
Value
for Awards
Granted and
Vested During
the Year
Fair Value
Increase or
Decrease from
Prior Year
end for
Awards that
Vested during
the Year
Fair Value
Decrease from
Prior Year
end
Awards that
Failed to Meet
Applicable
Vesting
Conditions
During the
Current Fiscal
Year
Average
Compensation
Actually Paid to
Non-CEO NEOs
2025
$290,969
$
$
$​(9,749)
$
$(51,672)
$(11,580)
$​217,968
2024
$653,185
$(296,740)
$291,720
$(41,300)
$98,250
$(21,167)
$
$683,948
2023
$644,432
$(67,500)
$166,500
$464,201
$
$49,475
$
$1,257,108
(1)
Represents the grant date fair value of the equity awards to our Non-CEO NEOs, as reported in the Summary Compensation Table
       
Named Executive Officers, Footnote    
(1)
For fiscal year 2025, Rekor had two individuals serve as principal executive officer: David Desharnais (from January 1 through March 26, 2025) and Robert A. Berman (from March 12, 2025 through December 31, 2025). Both individuals’ SCT totals and CAP are reported separately for 2025. For fiscal year 2024, the PEO was David Desharnais. For fiscal year 2023, the PEO was Robert A. Berman.
(3)
Represents the average SCT total compensation of the Non-CEO NEOs. For 2025, the Non-CEO NEOs are Eyal Hen (former CFO, served through November 17, 2025) and Joseph Nalepa (CFO, appointed November 17, 2025). For 2024, the Non-CEO NEOs are Eyal Hen and Robert A. Berman. For 2023, the Non-CEO NEOs are Eyal Hen and David Desharnais.
       
PEO Total Compensation Amount     $ 115,512 $ 1,327,229 $ 405,829    
PEO Actually Paid Compensation Amount     $ (83,089) 1,503,902 405,829    
Adjustment To PEO Compensation, Footnote    
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:
Year
Summary
Compensation
Table Total
for CEO
Reported
Value of
Equity
Awards
for CEO(1)
Fair Value
as of Year
End for
Unvested
Awards
Granted
During
the Year
Fair Value
Year over Year
increase or
Decrease in
Unvested
Awards
Granted in
Prior Years
Fair
Value
for Awards
Granted and
Vested During
the Year
Fair Value
Increase or
Decrease from
Prior Year
end for
Awards that
Vested during
the Year
Fair Value
Decrease from
Prior Year
end
Awards that
Failed to Meet
Applicable
Vesting
Conditions
During the
Current Fiscal
Year
Compensation
Actually
Paid to CEO
2025
$115,512
$
$
$
$—
$(75,667)
$(122,934)
$(83,089)
2024
$1,327,229
$(596,339)
$1,039,428
$(280,249)
$—
$13,833
$
$1,503,902
2023
$405,829
$
$
$
$—
$
$
$405,829
(1)
Represents the grant date fair value of the equity awards to our CEO, as reported in the Summary Compensation Table
       
Non-PEO NEO Average Total Compensation Amount     $ 290,969 653,185 644,432    
Non-PEO NEO Average Compensation Actually Paid Amount     $ 217,968 683,948 1,257,108    
Adjustment to Non-PEO NEO Compensation Footnote    
To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:
Year
Average
Summary
Compensation
Table Total
for Non-CEO
NEOs
Reported
Value of
Equity
Awards for
Non-CEO
NEOs(1)
Fair Value
as of Year
End for
Unvested
Awards
Granted
During
the Year
Fair
Value
Year over Year
increase or
Decrease in
Unvested
Awards
Granted in
Prior Years
Fair
Value
for Awards
Granted and
Vested During
the Year
Fair Value
Increase or
Decrease from
Prior Year
end for
Awards that
Vested during
the Year
Fair Value
Decrease from
Prior Year
end
Awards that
Failed to Meet
Applicable
Vesting
Conditions
During the
Current Fiscal
Year
Average
Compensation
Actually Paid to
Non-CEO NEOs
2025
$290,969
$
$
$​(9,749)
$
$(51,672)
$(11,580)
$​217,968
2024
$653,185
$(296,740)
$291,720
$(41,300)
$98,250
$(21,167)
$
$683,948
2023
$644,432
$(67,500)
$166,500
$464,201
$
$49,475
$
$1,257,108
(1)
Represents the grant date fair value of the equity awards to our Non-CEO NEOs, as reported in the Summary Compensation Table
       
Compensation Actually Paid vs. Total Shareholder Return    
Relationship between Pay and Performance
With respect to Rekor’s current ownership interests, those ownership interests, including the parent company, which primarily consist of technology driven businesses, have a history of operating losses and/or limited operating history. These ownership interests have incurred substantial costs to develop and market their products, have incurred net losses and cannot fund their cash needs from operations.
Given the stage of Rekor’s lifecycle and the nature of Rekor’s net income, Rekor does not include total shareholder return or net income in its compensation policies. Instead, with respect to the CEO and other Non-CEO NEOs, compensation primarily includes: (i) base salary and (ii) restricted stock awards that vest and are paid subject to the CEO’s and Non-CEO NEOs’ continued employment. Since 2019, the Company has principally oriented its compensation policies toward the Company’s success at developing and deploying roadway intelligence products and services, and the development and expansion of its presence in related markets.
       
Compensation Actually Paid vs. Net Income    
Relationship between Pay and Performance
With respect to Rekor’s current ownership interests, those ownership interests, including the parent company, which primarily consist of technology driven businesses, have a history of operating losses and/or limited operating history. These ownership interests have incurred substantial costs to develop and market their products, have incurred net losses and cannot fund their cash needs from operations.
Given the stage of Rekor’s lifecycle and the nature of Rekor’s net income, Rekor does not include total shareholder return or net income in its compensation policies. Instead, with respect to the CEO and other Non-CEO NEOs, compensation primarily includes: (i) base salary and (ii) restricted stock awards that vest and are paid subject to the CEO’s and Non-CEO NEOs’ continued employment. Since 2019, the Company has principally oriented its compensation policies toward the Company’s success at developing and deploying roadway intelligence products and services, and the development and expansion of its presence in related markets.
       
Total Shareholder Return Amount     $ 115 130 277.5    
Net Income (Loss)     $ (61,640,000) $ (49,458,000) $ (44,925,000)    
PEO Name David Desharnais Robert A. Berman   David Desharnais Robert A. Berman    
Share Price   $ 1.38 $ 1.38 $ 1.56   $ 3.33 $ 1.2
David Desharnais [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 115,512 $ 1,327,229      
PEO Actually Paid Compensation Amount     (11,089) 1,503,902      
Robert Berman [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     0   $ 405,829    
PEO Actually Paid Compensation Amount     (72,000)   405,829    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 (596,339) 0    
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 1,039,428 0    
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 (280,249) 0    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 0 0    
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (75,667) 13,833 0    
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (122,934) 0 0    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 (296,740) (67,500)    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 291,720 166,500    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (9,749) (41,300) 464,201    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 98,250 0    
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (51,672) (21,167) 49,475    
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ (11,580) $ 0 $ 0