DEF 14A of Powerfleet, Inc., Jul 29, 2026

DEF 14A of Powerfleet, Inc.

Filed Jul 29, 2026 · FY20260001493152-26-035236

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board has nominated Steve Towe, Michael Casey, Ian Jacobs and Andrew Martin for election as directors of the Company. If elected to the Board, each nominee will hold office until our Annual Meeting of Stockholders to be held in 2027 and until his respective successor has been duly elected and qualified, or until his earlier death, resignation or removal. Each of Messrs. Towe, Casey, Jacobs and Martin has consented to being named as a nominee and, if elected, to serve as a director. The nominating committee of the Board (the “Nominating Committee”) and the Board believe that each of these nominees possesses the attributes we seek in directors generally as well as the individual experiences, qualifications and skills included in their individual biographies below. If any nominee is unable to serve, which the Board has no reason to expect, the persons named in the proxy intend to vote for the balance of those nominees named above and, if they deem it advisable, for a substitute nominee. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL OF THE DIRECTOR NOMINEES LISTED ABOVE.

  2. Information About Our Directors, Director Nominees and Executive Officers

    Information About Our Directors, Director Nominees and Executive Officers The table below sets forth the names and ages of the directors, nominees for director and executive officers of the Company as of July 24, 2026, as well as the position(s) and office(s) with the Company held by those individuals. A summary of the background and experience of each of those individuals is set forth after the table.

  3. Information About Our Directors, Director Nominees and Executive Officers

    | Name | Age | Position(s) | | DIRECTORS AND DIRECTOR NOMINEES: | | | | Steve Towe | 54 | Chief Executive Officer and Director | | Michael Casey | 63 | Director | | Ian Jacobs | 49 | Director | | Andrew Martin | 53 | Director and Chairman of the Board of Directors | | EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR DIRECTOR NOMINEES: | | | | Melissa Ingram | 40 | Chief Corporate Development Officer | | David Wilson | 58 | Chief Financial Officer and Corporate Secretary |

  4. Directors and Director Nominees

    Directors and Director Nominees Steve Towe. Mr. Towe has served as our Chief Executive Officer and a director of the Company since January 2022. Mr. Towe also serves on the board of directors of I.D. Systems, Inc. (“I.D. Systems”) and Powerfleet Israel Ltd., each of which is our wholly owned subsidiary. Mr. Towe has over 20 years of experience in senior leadership positions for global software companies and previously served as President and Chief Operating Officer of Aptos, Inc., a global leader of unified commerce solutions in the retailer enterprise SaaS market, from 2016 to December 2021. Mr. Towe has vast knowledge of the IoT industry, having served from 2011 to 2016, as the Chief Commercial Officer of Masternaut, a global telematics provider. Before his tenure at Masternaut, Mr. Towe served as Managing Director, from 2006 to 2011, and Director of Group Operations, from 2002 to 2006, of Cybit Ltd, a market consolidating data company, and was a founding member and senior executive of Fleetstar Information Systems, the fleet management subsidiary of the Trafficmaster Group, from 2001 to 2002. Mr. Towe’s early career was spent in numerous leadership roles for global retailer WH Smith. Mr. Towe’s qualifications to serve on the Board include his years of experience scaling high value, global technology organizations. In addition, Mr. Towe’s role as our Chief Executive Officer provides the Board with invaluable insight into our management and daily operations. Michael Casey. Mr. Casey has served as a director of the Company since July 2026 and previously served as a director of the Company from September 2016 until the closing of the Company’s business combination (the “MiX Combination”) with MiX Telematics Limited (now MiX Telematics Proprietary Limited, “MiX Telematics”) on April 2, 2024, including as Chairman of the audit committee of our Board (the “Audit Committee”). Since 2006, Mr. Casey has been a co-founder and Managing Partner of TechCXO, LLC, a professional services firm providing financial, strategic and operational consulting services. He also serves as a member of TechCXO’s Executive Committee and Board of Managers and is the Managing Partner of TechCXO’s Finance Practice and CXO Partners, the firm’s middle-market practice focused on transformative consulting and interim executive services. Previously, Mr. Casey served on the board of directors of Determine, Inc., a provider of procurement solutions, including as chair of its Audit Committee, from 2009 until its acquisition by Corcentric, Inc. in 2019, including as Chair of its Audit Committee. Prior to co-founding TechCXO, Mr. Casey served as Chief Financial Officer of MAPICS, Inc., a provider of enterprise resource planning software for discrete manufacturing industries. He also previously served as Executive Vice President, Chief Financial and Administrative Officer of iXL Enterprises, Inc., Chief Financial Officer of Manhattan Associates, Inc. and Chief Financial Officer of IQ Software Corporation, each publicly traded technology companies. Mr. Casey began his career as a certified public accountant with Arthur Andersen & Co. and holds a Bachelor of Business Administration in Accounting from the University of Georgia. Mr. Casey possesses extensive executive leadership and financial expertise developed through more than a decade of service as chief financial officer of publicly traded technology companies, as well as significant public company board and audit committee experience. His background advising and leading software businesses across the technology sector provides the Board with valuable strategic, operational and financial perspectives. We believe Mr. Casey’s extensive management, financial and governance experience, together with his deep knowledge of technology businesses and public company matters, qualifies him to serve as a member of the Board. Ian Jacobs. Mr. Jacobs joined the Board upon consummation of the MiX Combination. Mr. Jacobs has served as a director of MiX Telematics (formerly NYSE: MIXT) since 2016, including as Chairperson since November 2022. From 1997 to 2002, Mr. Jacobs worked as a research analyst at Schroders, Sidoti & Co. (now SIDOTI & Company) and Goldman Sachs & Co. In 2003, he joined Berkshire Hathaway Inc. where he worked on investment research and other projects under Warren Buffett until 2009. In 2009, Mr. Jacobs left Berkshire Hathaway Inc. to form 402 Capital LLC, a private investment firm, where he has since served as the managing member. Mr. Jacobs earned his undergraduate degree from Yeshiva University and an M.B.A. from Columbia University. With his extensive experience with, and knowledge of the business and operations of, MiX Telematics and business experience with various investment firms, Mr. Jacobs brings a wealth of managerial and financial expertise to the Board. We believe Mr. Jacobs’ leadership skills, expertise in finance and investment, and insight into MiX Telematics’ business enable him to be an effective contributing member of the Board. Andrew Martin. Mr. Martin joined the Board in April 2024 and has served as Chairman of the Board since January 2026. Mr. Martin serves as a Partner and member of the investment research team at Private Capital Management, LLC (“PCM”), an investment firm. Mr. Martin joined PCM in 2013 from the hedge fund unit at H.I.G. Capital, LLC, an alternative investment firm, where he was a senior research analyst focused primarily on industrials, business services and special situation investments. Mr. Martin previously was the Director of Research at Polen Capital Management, LLC, a global asset manager, where he helped develop and direct the firm’s research process. Mr. Martin has previously worked at Fine Capital Partners, Sanford C. Bernstein & Co., LLC, and Credit Suisse First Boston, as well as Arthur Andersen LLP, while earning a CPA license. He earned a B.S. degree in Applied Economics and Business Management from Cornell University and an M.B.A. from Columbia University. With his extensive experience in investment research and serving in leadership roles at multiple investment firms, Mr. Martin brings substantial leadership and financial expertise to the Board. We believe Mr. Martin’s experience guiding long-term growth and navigating complex market dynamics enables him to be an effective contributing member of the Board.

  5. Compensation of Directors

    Compensation of Directors

  6. Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Michael Brodsky(4) | 102,917 | — | — | 102,917 | | Ian Jacobs | 97,500 | — | — | 97,500 | | Andrew Martin(5) | — | — | — | — | | Michael McConnell(4) | 105,500 | — | — | 105,500 |

  7. Overview of Executive Compensation Elements

    | Component | Objective | Design | | Base Salary | Align base salaries to market to attract, retain and motivate executives. | Fixed pay (cash) based on individual skills, experience, responsibilities and performance over time. | | Annual Cash Bonus | Motivate and reward our employees, including our NEOs, for meeting our short-term objectives using a pay-for-performance program with financial performance goals. | 100% based on financial performance paid only upon achievement of threshold goals: ● 35% tied to global adjusted EBITDA; ● 50% tied to global revenue; and ● 15% tied to liquidity. | | Annual Long-Term Incentive Program | Equity compensation is intended to link our executive officers’ longer-term compensation with the performance of our stock and to build executive ownership. This promotes retention, motivates actions to maximize stockholder value, and links pay to financial results and stock price performance. | Fiscal 2026 Long-Term Incentive Program (the “2026 LTIP”) is performance-oriented and aligned with the Company’s pay-for-performance philosophy, with: ● 66.7% of each NEO’s 2026 LTIP award consisted of performance-based restricted stock units (“PSUs”) that vest based on the achievement of three performance metrics measured over the three-fiscal-year performance period beginning April 1, 2025 and ending March 31, 2028 (the “Measurement Period”): (i) organic revenue growth; (ii) adjusted EBITDA per share growth; and (iii) relative total shareholder return (“rTSR”), each weighted equally at 33.3% of the total PSU award; and ● 33.3% of each NEO’s 2026 LTIP award consisted of time-based RSUs vesting in equal annual increments over a three-year period. |

  8. 2025 “Say-on-Pay” Vote; Shareholder Outreach and Engagement

    | What We Heard | How We Responded | | Stockholders encouraged a stronger alignment between executive compensation and long-term performance, including the use of longer performance periods and goals set at the onset of the measurement period. | We adopted the 2026 LTIP, pursuant to which 66.7% of each NEO’s target long-term incentive opportunity is delivered in PSUs. The annual PSUs introduced a three-year performance period, with financial goals set at the beginning of the three-year performance period for organic revenue growth and adjusted EBITDA per share growth. Additionally, the annual PSUs include three-year rTSR as a performance metric, tying compensation more directly to the Company’s stock performance relative to similarly situated technology companies. | | Stockholders noted the importance of demonstrating that CEO compensation is aligned with the stockholder experience, particularly in light of stock price performance since the CEO’s appointment. | Since the date of his hiring in January 2022, Mr. Towe’s realizable compensation is approximately 40% lower than his reported target pay opportunity, reflecting alignment with the stockholder experience over the same period. In March 2025, Mr. Towe received a one-time performance-based equity award subject to stock price hurdles of $6.00, $8.00 and $10.00, each measured over a 60-consecutive-trading-day period, the majority of which have not yet been achieved. In addition, the stock options granted to Mr. Towe in connection with his hiring, which have exercise prices of $10.50, $14.00 and $21.00, remain out-of-the-money. In 2026, 70% of Mr. Towe’s target pay opportunity was in long-term incentives, which are directly tied to the performance of our stock price and further enforce shareholder alignment. The Compensation Committee has also recently established stock ownership guidelines for its executives and non-employees directors (details provided below). | | Stockholders emphasized that a significant portion of executive pay should be at risk and tied to measurable operational and stock price performance. | The majority of the target total direct compensation opportunity of our executives is tied to our stock price or pre-established performance goals (85% of our CEO and 74% of our other NEOs, on average). The annual performance incentive plan is tied 100% to financial performance goals of adjusted EBITDA (weighted 35%), revenue (weighted 50%) and liquidity (weighted 15%) as performance metrics. The 2026 LTIP allocates two-thirds of the annual long-term incentive opportunity to performance-based PSUs, with the remaining one-third delivered in time-based RSUs that vest over three years, providing both retentive value and direct alignment with shareholder value. |

  9. Compensation Administration

    Compensation Administration The Compensation Committee administers the executive compensation program for all NEOs. While our management team provides input, it is the responsibility of the Compensation Committee to evaluate and approve the executive compensation philosophy, plans, policies and programs. The Compensation Committee’s advisory resources include a retained independent consultant who assists the Compensation Committee in its evaluation of the compensation provided to our NEOs. In addition, the consultant generally attends Compensation Committee meetings and provides information, research and analysis pertaining to executive compensation and governance as requested by the Compensation Committee. Frederic W. Cook & Co., Inc. (“FW Cook”) served as the independent consultant for fiscal 2026 compensation programs and decisions and is expected to advise on compensation programs and decisions for the fiscal year ending March 31, 2027. To help ensure we provide our NEOs with fair and market-competitive compensation and to support retention of our key leaders, we annually compare our executive compensation program to that of a peer group of companies. This is one of many data points the Compensation Committee considers when making their decisions. Our peer group is reviewed based on a multi-dimensional analysis in which we select companies that are similar in size (primarily revenue and market capitalization) and business. The following peer group was used to inform compensation decisions for fiscal 2026:

  10. Employment Agreements

    Employment Agreements The Company has not entered into employment agreements with any of its executive officers.

  11. Severance Arrangements

    Severance Arrangements The Company is a party to a severance agreement with Mr. Towe, which provides Mr. Towe with certain severance and change in control benefits upon the occurrence of certain events. The severance agreement with Mr. Towe provides Mr. Towe with certain severance and change in control benefits upon the occurrence of one of the following events: (i) the termination of Mr. Towe’s employment by the Company without cause (a “Trigger Event”) or (ii) the termination of Mr. Towe’s employment by the Company without cause or Mr. Towe’s resignation for good reason within six months following a change in control event (a “Change in Control Trigger Event”). Under the terms of the severance agreement with Mr. Towe, subject to Mr. Towe’s delivery of a general release to the Company, Mr. Towe will be entitled to the following upon a Trigger Event or Change in Control Trigger Event: (i) cash payments at twice the rate of his annual base salary as in effect immediately prior to the Trigger Event or Change in Control Trigger Event, as the case may be, for a period of 12 months, made as a series of separate payments that are payable in accordance with the Company’s standard payroll practices; (ii) a waiver of any remaining portion of Mr. Towe’s healthcare continuation payments under COBRA for the 12-month severance period, provided that he timely elects COBRA coverage and continues to make contributions for such coverage equal to his contribution amount in effect immediately preceding the date of his termination of employment; (iii) partial accelerated vesting of his previously granted stock options and stock awards, such that (to the extent not already then vested) a portion of these awards shall vest and/or become exercisable, in each case on a pro-rated basis that takes into account the number of months elapsed since the date of grant as compared to the scheduled vesting date (provided that the terms of the Company’s equity compensation plans shall continue to govern acceleration of vesting in the event of a change of control as defined in such plan); and (iv) two times the amount of any bonus that would have otherwise been payable to Mr. Towe for the fiscal year during which Mr. Towe is terminated. As a condition to the Company’s obligations under the severance agreement with Mr. Towe, Mr. Towe also executed and delivered to the Company a restrictive covenants agreement containing covenants regarding confidentiality, assignment of inventions, non-competition and non-solicitation. The Company is also party to an employee covenants agreement with Mr. Wilson, which provides him with certain severance benefits if Mr. Wilson is terminated by the Company involuntarily without cause and/or for reasons not related to Mr. Wilson’s performance. The employee covenants agreement with Mr. Wilson provides that if the Company terminates Mr. Wilson without cause and/or for reasons not related to Mr. Wilson’s performance, subject to Mr. Wilson’s delivery of a general release to the Company, Mr. Wilson will be entitled to the following: (i) cash payment equal to six months of Mr. Wilson’s annual base salary; (ii) a pro rata portion of any target annual bonus that would have been payable to Mr. Wilson with respect to the year of termination; and (iii) partial accelerated vesting of previously granted stock options and stock awards, such that (to the extent not already then vested) the portion of these awards that would have vested in the calendar year Mr. Wilson is terminated will be deemed to have vested and/or became exercisable. In addition, under the terms of the employee covenants agreement, Mr. Wilson agreed to covenants regarding, among other things, confidentiality, assignment of inventions, non-competition and non-solicitation.

  12. Summary Compensation Table

    Summary Compensation Table The following table, which should be read in conjunction with the explanations provided above, sets forth summary compensation information for our NEOs for fiscal 2026, fiscal 2025, the transition period from January 1, 2024 to March 31, 2024 (the “2024TP” or “2024 transition period”) and the fiscal year ended December 31, 2023 (“fiscal 2023”).

  13. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(1)(4) | Total ($) | | Steve Towe | 2026 | 555,778 | — | 1,469,007 | — | 110,044 | 2,134,829 | | Chief Executive Officer | 2025 | 425,000 | — | 9,686,137 | — | 2,770,000 | 12,881,137 | | | 2024TP | 106,250 | 216,667 | — | — | — | 322,917 | | | 2023 | 425,000 | 216,667 | 2,178,000 | — | 214,625 | 3,034,292 | | David Wilson | 2026 | 435,000 | — | 734,501 | — | 64,598 | 1,234,099 | | Chief Financial Officer | 2025 | 357,875 | — | 1,461,819 | — | 676,250 | 2,495,944 | | | 2024TP | 87,500 | — | — | — | — | 87,500 | | | 2023 | 350,000 | — | 196,500 | 560,897 | 132,563 | 1,239,960 | | Melissa Ingram(5) | 2026 | 363,593 | — | 646,362 | — | 53,994 | 1,063,949 | | Chief Corporate Development Officer | 2025 | 247,705 | — | 1,286,404 | — | 725,000 | 2,259,109 | | Michael Powell(6) | 2026 | 385,000 | 144,375 | 293,801 | — | — | 823,176 | | Chief Innovation Officer | | | | | | | |

  14. Summary Compensation Table

    | (1) For fiscal 2026, each of Steve Towe’s and Melissa Ingram’s salary and non-equity incentive plan compensation was paid in British pounds (GBP), and the U.S. dollar (USD) amounts shown in the table are based on a fiscal 2026 average exchange rate of 1 USD = 0.7462 GBP. For fiscal 2025, Melissa Ingram’s salary and non-equity incentive plan compensation was paid in GBP, and the USD amounts shown in the table are based on a fiscal 2025 average exchange rate of 1 USD = 0.7843 GBP. | | (2) The dollar amounts shown under the heading “Bonus” with respect to (i) Steve Towe for fiscal 2023 and 2024TP represent the second and third installments, respectively, of a retention bonus of $650,000 and (ii) Michael Powell for fiscal 2026 represent a signing bonus of $144,375. | | (3) The dollar amounts shown under the headings “Stock Awards” and “Option Awards” with respect to each of the NEOs for fiscal 2026, fiscal 2025, the 2024TP and fiscal 2023 reflect the aggregate grant date fair value of RSU, PSU, restricted stock and option awards granted in the period indicated, computed in accordance with ASC 718, disregarding service-based vesting conditions. For a discussion of the assumptions we made in valuing the stock and option awards, see “Note 2[Q] — Summary of Significant Accounting Policies — Stock-based compensation” and “Note 9 — Stock-Based Compensation” in the notes to our consolidated financial statements contained in our Annual Report. With respect to Mr. Towe’s stock awards for 2025, the grant-date fair value includes grant-date fair value of fiscal 2025 annual LTIP awards of $2,923,637 and grant-date fair value of fiscal 2025 one-time performance-oriented CEO award of $6,762,500. | | (4) The dollar amounts shown under the heading “Non-Equity Incentive Plan Compensation” for (i) each of Mr. Towe, Mr. Wilson, Ms. Ingram and Mr. Powell for fiscal 2026 represent bonus earned for such fiscal year pursuant to the GBP for fiscal 2026, (ii) each of Mr. Towe and Ms. Ingram for fiscal 2025 represent (a) their transaction bonuses related to our business combination with MiX Telematics Limited (the “MiX Combination”) of $1,700,000 and $200,000, respectively, (b) their transaction bonuses related to our acquisition of Fleet Complete (the “FC Acquisition”) of $535,000 and $262,500, respectively, and (c) bonus earned for such fiscal year pursuant to the GBP for fiscal 2025 of $535,000 and $262,500, respectively, (iii) Mr. Wilson for fiscal 2025 represent (a) his transaction bonus related to the MiX Combination of $350,000 and (b) bonus earned for such fiscal year pursuant to the GBP for fiscal 2025 of $326,250 and (iv) each of Messrs. Towe and Wilson for fiscal 2023 represent bonus earned for such fiscal year pursuant to the GBP for fiscal 2023. | | (5) Ms. Ingram was designated by the Board as an NEO on April 2, 2024, and accordingly, no compensation information is provided for the fiscal year ended December 31, 2023 and the 2024 transition period. | | (6) Mr. Powell departed from his role as our Chief Innovation Officer, effective May 29, 2026. |

  15. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding the grants of plan-based awards made to our NEOs for fiscal 2026.

  16. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | Grant Date | | Name | Awad Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Fair Value of Stock Awards ($)(1) | | Steve Towe | Fiscal 2026 GBP | 12/17/2025 | 267,500 | 535,000 | 829,250 | — | — | — | — | — | | | RSUs | 2/25/2026 | — | — | — | — | — | — | 193,545 | 716,117 | | | PSUs | 2/25/2026 | — | — | — | 193,545 | 387,090 | 645,150 | — | 752,890 | | David Wilson | Fiscal 2026 GBP | 12/17/2025 | 163,125 | 326,250 | 505,688 | — | — | — | — | — | | | RSUs | 2/25/2026 | — | — | — | — | — | — | 96,772 | 358,056 | | | PSUs | 2/25/2026 | — | — | — | 96,773 | 193,545 | 322,575 | — | 376,445 | | Melissa Ingram | Fiscal 2026 GBP | 12/17/2025 | 131,250 | 262,500 | 406,875 | — | — | — | — | — | | | RSUs | 2/25/2026 | — | — | — | — | — | — | 85,160 | 315,092 | | | PSUs | 2/25/2026 | — | — | — | 85,160 | 170,319 | 283,865 | — | 331,270 | | Michael Powell | Fiscal 2026 GBP | 12/17/2025 | 96,250 | 192,500 | 298,375 | — | — | — | — | — | | | RSUs | 2/25/2026 | — | — | — | — | — | — | 38,709 | 143,223 | | | PSUs | 2/25/2026 | — | — | — | 38,709 | 77,418 | 129,030 | — | 150,578 |

  17. Grants of Plan-Based Awards

    | (1) The grant date fair value of RSUs is determined in accordance with ASC 718 based on the closing price of our common stock on the grant date. The grant date fair value of PSUs is determined in accordance with ASC 718 based on the applicable valuation methodology for each performance condition. For the PSUs granted in fiscal 2026, the rTSR component was valued using a Monte Carlo simulation, while the adjusted EBITDA per share and organic revenue components were valued based on the closing price of our common stock on the grant date, probability-weighted based on the estimated achievement of the applicable performance conditions. |

  18. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides certain information concerning outstanding equity awards held by each of our NEOs at March 31, 2026.

  19. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Steve Towe | 500,000 | — | 4.81 | 1/5/2032 | 208,333(7) | 641,666 | 312,500(8) | 962,500 | | | — | 875,000 | 10.50 | 1/5/2032(3) | 208,333(7) | 641,666 | 312,500(9) | 962,500 | | | — | 1,250,000 | 14.00 | 1/5/2032(4) | 116,225(7) | 357,973 | 348,675(10) | 1,073,919 | | | — | 2,000,000 | 21.00 | 1/5/2032(5) | 193,545(7) | 596,119 | 387,090(11) | 1,192,237 | | David Wilson | 130,000 | — | 3.00 | 1/4/2033 | 58,113(7) | 178,988 | 174,337(10) | 536,958 | | | — | 275,000 | 3.00 | 1/4/2033(6) | 96,772(7) | 298,058 | 193,545(11) | 596,119 | | Melissa Ingram | 65,000 | — | 2.98 | 3/8/2032 | 51,139(7) | 157,508 | 153,417(10) | 472,524 | | | — | 130,000 | 2.98 | 3/8/2032(6) | 85,160(7) | 262,293 | 170,319(11) | 524,583 | | | 25,000 | — | 3.13 | 5/26/2033 | — | — | — | — | | | — | 35,000 | 3.13 | 5/26/2033(6) | — | — | — | — | | Michael Powell | — | — | — | — | 17,581(7) | 54,149 | 52,743(10) | 162,448 | | | — | — | — | — | 38,709(7) | 119,224 | 77,418(11) | 238,447 |

  20. Outstanding Equity Awards at Fiscal Year End

    | (1) Represents restricted shares issued under the 2018 Plan. | | (2) Calculated based on $3.08 per share, the closing price per share of our common stock, as reported on The Nasdaq Global Market, on March 31, 2026. | | (3) These option awards will vest and become exercisable in full immediately upon the VWAP of our common stock over a 60 consecutive trading day period (“60-day VWAP”) reaching $10.50, provided that the holder is an employee of the Company on such date. | | (4) These option awards will vest and become exercisable in full immediately upon the 60-Day VWAP reaching $14.00, provided that the holder is an employee of the Company on such date. | | (5) These option awards will vest and become exercisable in full immediately upon the 60-Day VWAP reaching $21.00, provided that the holder is an employee of the Company on such date. | | (6) These option awards will vest and become exercisable in full immediately upon the 60-Day VWAP reaching $12.00, provided that the holder is an employee of the Company on such date. | | (7) These stock awards vest in equal installments over a three-year period, provided that the holder is an employee of the Company on each such date. | | (8) These stock awards will vest in equal installments over a three-year period upon the 60-Day VWAP reaching $8.00, provided that the holder is an employee of the Company on such date. | | (9) These stock awards will vest in equal installments over a three-year period upon the 60-Day VWAP reaching $10.00, provided that the holder is an employee of the Company on such date. | | (10) The number of restricted shares represents the target number of shares that may be earned by the holder based on achievement by the Company of certain performance criteria. The actual number of shares awarded may vary between 0% and 150% of the target, depending on the Company’s performance. | | (11) The number of PSUs represents the target number of PSUs that may be earned by the holder based on achievement by the Company of certain performance criteria. The actual number of shares awarded may vary between 0% and 167% of the target, depending on the Company’s performance. |

  21. Stock Vested

    Stock Vested The following table shows information regarding the vesting during fiscal 2026 of stock awards previously granted to the NEOs.

  22. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Steve Towe | 266,446 | 1,017,486 | | David Wilson | 29,056 | 84,262 | | Melissa Ingram | 25,570 | 74,153 | | Michael Powell | 8,790 | 25,491 |

  23. Stock Vested

    | (1) The value realized on vesting is determined by multiplying the number of shares acquired on vesting by the closing price of our common stock on the applicable vesting date. |

  24. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  25. Potential Payments Upon Termination or Change in Control under Severance Arrangements

    Potential Payments Upon Termination or Change in Control under Severance Arrangements As described above under the caption “Severance Arrangements,” the Company has entered into a severance agreement with Mr. Towe. This severance agreement provides for severance payments or other compensation upon the termination of such executive’s employment or a change in control with respect to the Company. The Company has also entered into an employee covenants agreement with Mr. Wilson, which provides for severance payments or other compensation upon the termination of such executive’s employment.

  26. Potential Payments Upon Termination or Change in Control under Equity Compensation Plans

    Potential Payments Upon Termination or Change in Control under Equity Compensation Plans Our 2018 Plan provides that, unless the Compensation Committee provides otherwise in advance of the grant, in the event of a “change in control,” if the employee or service provider is terminated other than for “cause” (as defined in the 2018 Plan) within one year of such change in control or leaves for “good reason” (as defined in the 2018 Plan), options and restricted stock (including restricted stock units) shall vest. In addition, unless otherwise determined by the Compensation Committee, the payout of performance stock units and performance shares shall be determined exclusively by the attainment of the performance goals established by the Compensation Committee, which may not be modified after the change in control, and the Company will not have the right to reduce the awards for any other reason. For purposes of the 2018 Plan, a “change in control” means the occurrence of any of the following events: (i) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company and any new director whose election by the board of directors or nomination for election by the Company’s stockholders was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets.

  27. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as defined by SEC rules) (“CAP”) and certain financial performance measures of the Company. See “Executive Compensation — Compensation Discussion and Analysis” for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  28. Pay Versus Performance Table

    Pay Versus Performance Table The table below provides information for each of fiscal 2026, fiscal 2025, the 2024 transition period, fiscal 2023 and the fiscal years ended December 31, 2022 and 2021 with respect to the compensation, as calculated under SEC rules, of our principal executive officers (“PEOs”), which includes both our current and former Chief Executive Officers, the average compensation of our other NEOs, and certain performance measures specified under SEC rules.

  29. Pay Versus Performance Table

    | | PEOs(1) | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | Average Summary | Average | | Peer Group Total Shareholder Return(4) | | | | Year | Towe Summary Compensation Table Total | Wolfe Summary Compensation Table Total | Towe Compensation Actually Paid(2) | Wolfe Compensation Actually Paid(2) | Compensation Table Total for Non-PEO NEOs(3) | Compensation Actually Paid to Non-PEO NEOs(2)(3) | Total Shareholder Return(4) | S&P 500 Index | S&P 500 Information Technology Index | Net Loss (in thousands)(5) | | 2026 | $2,134,829 | $— | $(7,459,648) | $— | $1,040,408 | $420,426 | $41.45 | $187.65 | $171.63 | $20,552 | | 2025 | $12,881,137 | $— | $13,363,020 | $— | $2,377,526 | $2,393,362 | $73.89 | $159.29 | $151.75 | $50,987 | | 2024 TP | $322,917 | $— | $6,982,668 | $— | $75,000 | $613,971 | $71.87 | $147.15 | $138.75 | $8,515 | | 2023 | $3,034,292 | $— | $4,868,548 | $— | $776,542 | $1,035,592 | $46.03 | $133.10 | $126.49 | $5,675 | | 2022 | $3,023,067 | $346,700 | $5,151,430 | $(1,150,633) | $741,832 | $1,067,384 | $36.20 | $105.40 | $108.83 | $6,754 | | 2021 | $— | $1,303,233 | $— | $248,009 | $604,267 | $(6,846) | $63.80 | $128.71 | $126.46 | $13,288 |

  30. Pay Versus Performance Table

    | (1) Chris Wolfe, our former Chief Executive Officer, served as our PEO until January 5, 2022. Steve Towe, our current Chief Executive Officer, has served as our PEO since January 5, 2022. |

  31. Pay Versus Performance Table

    | (2) The dollar amounts reported in these columns represent the amount of CAP to our PEOs and non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. These dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEOs and non-PEO NEOs during the applicable year. |

  32. Pay Versus Performance Table

    | (3) For fiscal 2026, our non-PEO NEOs were David Wilson, Melissa Ingram and Michael Powell. For fiscal 2025, our non-PEO NEOs were David Wilson and Melissa Ingram. For fiscal 2023 and the 2024 transition period, our non-PEO NEOs were David Wilson and Jim Zeitunian, our former Chief Technology Officer. For the 2022 fiscal year, our non-PEO NEOs were Jim Zeitunian and Patrick Maley, our former Chief Revenue Officer. For the 2021 fiscal year, our non-PEO NEOs were Ned Mavrommatis, our former Chief Financial Officer, and Elizabeth Elkins, our former Chief Product Officer. |

  33. Pay Versus Performance Table

    | (4) The peer group used to calculate peer group TSR is our fiscal 2026 primary peer group as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement. The TSR of our common stock, the S&P 500 Index and the S&P 500 Information Technology Index, expressed as a dollar value assuming a $100 investment on December 31, 2020 and the reinvestment of dividends, if any. |

  34. Pay Versus Performance Table

    | (5) Represents the amount of net loss, as reflected in the Company’s audited financial statements for the applicable period. |

  35. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As discussed in more detail under “Compensation Discussion and Analysis” above, our compensation philosophy is to, among other things, emphasize pay-for-performance incentive compensation. From 2022 to 2025, the CAP to our PEO and average CAP to our non-PEO NEOs generally increased, with particularly significant growth from 2023 through 2025, reflecting, in part, awards tied to the successful completion of transformative transactions with MiX Telematics and Fleet Complete. In 2026, CAP to our PEO decreased significantly to $(7.5) million, compared to $13.4 million in 2025, while average CAP to our non-PEO NEOs decreased to $420,426, compared to $2.4 million in 2025. The decrease in CAP in 2026 was driven primarily by the decrease in the fair value of previously granted equity awards, including a $9.2 million year-over-year decrease in the fair value of outstanding and unvested awards held by our PEO, consistent with the decline in our TSR from $73.89 in 2025 to $41.45 in 2026. Over the full period presented, we believe the changes in CAP generally reflect changes in our stock price and the resulting changes in the value of equity awards, demonstrating the alignment of our executive compensation program with long-term stockholder value creation. While our GAAP net loss fluctuated during this period, including increases primarily associated with the completion of transformative transactions, our net loss decreased significantly in 2026 to $20.6 million, compared to $51.0 million in 2025. Our compensation program is designed to balance long-term equity incentives with performance-based compensation and cost management, enabling us to maintain a competitive, performance-driven compensation structure that rewards sustainable contributions and supports long-term value creation for our stockholders.

  36. CEO Pay Ratio

    CEO Pay Ratio We offer a wide range of benefits to our global employee population, and we are committed to paying our employees competitively and equitably based on their role. We identified a median employee for fiscal 2026. We determined our median compensated employee by using base salary, bonuses and grant date fair value of equity awards granted to employees in fiscal 2026 as our consistently applied compensation measure. We applied this measure to our global employee population as of March 31, 2026, the last day of our fiscal 2026, and annualized base salaries for permanent full-time and part-time employees who did not work the full year. We calculated the median compensated employee’s fiscal 2026 total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the SCT. The fiscal 2026 total compensation of our CEO was $2,134,829, the fiscal 2026 total compensation of our median compensated employee was $26,225 and the ratio of these amounts is 81 to 1. The compensation included in the pay ratio reflects a reasonable estimate consistent with SEC rules based on the methodology we described above. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.