DEF 14A of Powerfleet, Inc., Jul 29, 2025

DEF 14A of Powerfleet, Inc.

Filed Jul 29, 2025 · FY20250001641172-25-021438

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board has nominated Steve Towe, Michael Brodsky, Ian Jacobs, Andrew Martin and Michael McConnell 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 2026 and until his respective successor has been duly elected and qualified, or until his earlier death, resignation or removal. Each of Messrs. Towe, Brodsky, Jacobs, Martin and McConnell 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 25, 2025, 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 | 53 | Chief Executive Officer and Director | | Michael Brodsky | 57 | Director and Chairman of the Board of Directors | | Ian Jacobs | 48 | Director | | Andrew Martin | 52 | Director | | Michael McConnell | 59 | Director | | EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR DIRECTOR NOMINEES: | | | | Melissa Ingram | 39 | Chief Corporate Development Officer | | Michael Powell | 48 | Chief Innovation Officer | | David Wilson | 57 | 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 Brodsky. Mr. Brodsky has served as a director of the Company since June 2014, as Chairman of the Board since December 2016 and as a director of Pointer since October 2019. Previously, Mr. Brodsky was the Lead Director of the Board from June 2014 until December 2016. Mr. Brodsky is the President of Bosun Asset Management, LLC, an asset management firm, and he co-founded and was the Chief Executive Officer of Options Solutions, LLC, a specialized asset manager, until it was acquired by Bosun in October 2023. Mr. Brodsky is the Managing Partner of Vajra Asset Management, LLC, an investment firm. Mr. Brodsky has served on the board of directors of EdgeCortix Inc., a firm specializing in semi-conductor technology, since March 2021. Previously, Mr. Brodsky served on the board of directors of Genesis Land Development Corporation (OTCMKTS: GNLAF), a residential land developer and homebuilder, from 2012 to May 2019, including as Chairman from September 2012 to May 2019, on the board of directors of Determine, Inc. (formerly Nasdaq: DTRM), a provider of contract management, procurement and sourcing software, from October 2010 until its sale in April 2019, including as Chairman from August 2013 to April 2019 and as Chief Executive Officer from August 2013 until December 2013, on the board of directors of Trans World Corporation (formerly OTCQB: TWOC), an owner and operator of hotels and casinos throughout Europe, from September 2013 until its sale in March 2018, including as Chairman from June 2014 to March 2018, and on the board of directors of Spark Networks, Inc. (OTCMKTS: LOVLQ), a collection of niche-oriented community websites, from November 2015 until its sale in November 2017. Mr. Brodsky holds a B.A. degree from Syracuse University, an M.B.A. from the Kellogg School of Management at Northwestern University, and a J.D. from Northwestern University Pritzker School of Law. Mr. Brodsky possesses extensive business, operating and executive expertise. Among other things, Mr. Brodsky has served as the Chief Executive Officer of several companies and possesses skills in executive management and leadership. We believe Mr. Brodsky’s management and leadership skills and experience as a member of the board of directors of various companies enable him to be an effective contributing member of the Board. Ian Jacobs. Mr. Jacobs joined the Board upon consummation of the Company’s business combination (the “MiX Combination”) with MiX Telematics Limited (now MiX Telematics Proprietary Limited, “MiX Telematics”) on April 2, 2024. 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. 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. Michael McConnell. Mr. McConnell joined the Board upon consummation of the MiX Combination on April 2, 2024. Mr. McConnell currently serves as Chairman of Adacel Technologies Limited, a developer of air traffic management systems and technology, and has served as a member of its board of directors since 2017. He also serves as a member of the board of directors of OneSpan Inc. (Nasdaq: OSPN), a provider of security, identity, e-signature and digital workflow solutions. Mr. McConnell has previously served on the boards of Vonage Holdings Corp. (formerly Nasdaq: VG), a cloud communications provider, from 2019 through its sale in July 2022, SPS Commerce, Inc. (Nasdaq: SPSC), a provider of cloud-based supply chain management services, from 2018 through 2019, Guidance Software, Inc. (formerly Nasdaq: GUID), a global provider of forensic security solutions, from April 2016 until the company was sold in 2017, and QuickFee, a provider of online payment and lending solutions. He has also served on numerous other public and private company boards in the United States, Australia, New Zealand and Ireland. Prior to his services as a board member of these public and private companies, Mr. McConnell served as the Managing Director of Shamrock Capital Advisors, a private investment company, for 14 years. Mr. McConnell holds a B.A. degree from Harvard University and an M.B.A. from the University of Virginia Darden School of Business.

  5. Directors and Director Nominees

    Mr. McConnell possesses extensive management, operating, and financial expertise. We believe his more than two decades of experience serving in executive roles and on various public and private company boards in multiple industries enables Mr. McConnell to be an effective contributing member of the Board.

  6. Compensation of Directors

    Compensation of Directors

  7. Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Total ($) | | Michael Brodsky | 129,500 | 98,253 | 332,407 | 560,160 | | Ian Jacobs | 97,500 | 98,253 | 332,407 | 528,160 | | Andrew Martin(5) | — | — | — | — | | Michael McConnell | 105,500 | 98,253 | 332,407 | 536,160 |

  8. 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: ● 50% tied to global adjusted EBITDA; ● 30% tied to global revenue; and ● 20% tied to cash position from organic operations. | | Annual Long-Term Incentive Program | Equity compensation 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. | Newly added annual LTIP with: ● 66.7% of each NEO’s LTIP award consisted of performance-based restricted stock that vests based on the achievement of adjusted EBITDA, less stock-based compensation, growth rate in organic revenue, and adjusted EBITDA margin; and ● 33.3% of NEO’s LTIP award consisted of time-based restricted stock vesting in equal annual increments over a three-year period. |

  9. Consideration of the 2024 “Say-on-Pay” Vote

    | ● | Implementation of the fiscal 2025 GBP, which is earned based on achievement of performance goals tied to adjusted EBITDA, revenue and cash from organic operations. Based on performance in fiscal 2025, our executives earned 100% of their target bonus. | | ● | Creation of the fiscal 2025 annual LTIP. The LTIP is performance-oriented and aligned with the Company’s pay-for-performance philosophy. 66.7% of each NEO’s LTIP opportunity is allocated to performance-based restricted stock that vests based on achievement of goals tied to adjusted EBITDA, organic revenue growth, and adjusted EBITDA margin. Due to ongoing integration of the MiX Telematics and Fleet Complete businesses during fiscal 2025, we delayed goal setting for the fiscal 2025 performance-based restricted stock awards to refine the long-term plan for the combined company and determined to measure performance for the final two fiscal years (fiscal 2026 and fiscal 2027) of the three-year restriction period. | | ● | Enhancement of our proxy statement, including expanded content and formatting that go beyond our required “smaller reporting company” mandates, such as the inclusion of a detailed CD&A section. | | ● | Improvement in our compensation peer group to better reflect the size and make-up of our organization. |

  10. Consideration of the 2024 “Say-on-Pay” Vote

    We are asking our stockholders to vote at the Annual Meeting in favor of the “say-on-pay” proposal (Proposal 3). The Compensation Committee continues to evolve the executive compensation program to align with good governance practices and incentivize the Company’s long-term strategic priorities. For fiscal 2026, the Compensation Committee will continue to allocate 66.7% of each NEO’s annual LTIP opportunity to performance-based restricted stock. Performance-based restricted stock will vest based on achievement of organic revenue growth, adjusted EBITDA, less stock-based compensation, per share growth, and relative total shareholder return, each measured over three years with goals set at the beginning of the three-year performance period.

  11. 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. Korn Ferry served as the independent consultant for fiscal 2025 compensation programs and decisions. FW Cook was engaged in the fourth quarter of fiscal 2025 to advise on compensation programs and decisions for the fiscal year ending March 31, 2026 (“fiscal 2026”). 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 2025:

  12. Compensation Administration

    Our peer group is regularly reviewed by the Compensation Committee with consideration given to our evolving business strategy, scale of our operations and the advice of our independent compensation consultant. The Compensation Committee reviewed the compensation peer group in April 2025 and approved the following peer group to inform fiscal 2026 compensation decisions:

  13. Compensation Administration

    Instructure was removed from the peer group for fiscal 2026 due to the completion of its acquisition by Thoma Bravo. Qualys, Samsara and SPS Commerce were removed from the peer group for fiscal 2026 due to the size of such companies. Arlo Technologies, BlackBerry, Digi International, E2open Parent, Iridium Communications, Kinaxis, Lantronix, Mitek Systems and OneSpan were added to maintain Powerfleet’s positioning within a reasonable range of the peer median in revenue and market capitalization.

  14. 2026 Changes to Our Executive Compensation Program

    2026 Changes to Our Executive Compensation Program We have committed to continue to evolve our executive compensation program to align with market and good governance practices, as well as to reward executives for achievement of our short- and long-term business objectives. The performance metrics for the GBP for fiscal 2026 are unchanged. The Compensation Committee intends to continue its pay-for-performance philosophy by continuing to allocate 66.7% of NEO’s annual LTIP opportunity to performance-based restricted stock. For fiscal 2026, performance-based restricted stock will vest based on achievement of organic revenue growth over three years, adjusted EBITDA, less stock-based compensation, per share growth over three years, and relative total shareholder return over three years, with goals set at the beginning of the three-year performance period.

  15. Employment Agreements

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

  16. 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 restricted 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 restricted 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.

  17. 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 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.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Total ($) | | Steve Towe | 2025 | 425,000 | — | 9,686,137 | — | 2,770,000 | 12,881,137 | | Chief Executive Officer | 2024TP | 106,250 | 216,667 | — | — | — | 322,917 | | | 2023 | 425,000 | 216,667 | 2,178,000 | — | 214,625 | 3,034,292 | | David Wilson | 2025 | 357,875 | — | 1,461,819 | — | 676,250 | 2,495,944 | | Chief Financial Officer | 2024TP | 87,500 | — | — | — | — | 87,500 | | | 2023 | 350,000 | — | 196,500 | 560,897 | 132,563 | 1,239,960 | | Melissa Ingram(5) | 2025 | 247,705 | — | 1,286,404 | — | 725,000 | 2,259,109 | | Chief Corporate Development Officer | | | | | | | |

  19. Summary Compensation Table

    | (1) Melissa Ingram’s salary is paid in British pounds (GBP), and the U.S. dollar (USD) amount shown in the table is 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 Steve Towe for 2023 and 2024TP represent the second and third installments, respectively, of a retention bonus of $650,000. | | (3) The dollar amounts shown under the headings “Stock Awards” and “Option Awards” with respect to each of the Named Executive Officers for the fiscal years ended March 31, 2025 and December 31, 2023 and the 2024 transition period reflect the aggregate grant date fair value of 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” (i) for each of Mr. Towe and Ms. Ingram for 2025 represent (a) their MiX Transaction Bonuses of $1,700,000 and $200,000, respectively, (b) their FC Transaction Bonuses 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, (ii) for Mr. Wilson for 2025 represent (a) his MiX Transaction Bonus of $350,000 and (b) bonus earned for such fiscal year pursuant to the GBP for fiscal 2025 of $326,250 and (iii) for each of Messrs. Towe and Wilson for 2023 represent bonus earned for such fiscal year pursuant to the GBP for 2023. | | (5) Ms. Ingram was designated by the Board as a Named Executive Officer on April 2, 2024, and accordingly, no compensation information is provided for the fiscal year ended December 31, 2023 and the 2024 transition period. |

  20. 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, 2025.

  21. 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 | 312,500(7) | 1,715,625 | 312,500(8) | 1,715,625 | | | — | 875,000 | 10.50 | 1/5/2032(3) | 312,500(7) | 1,715,625 | 312,500(9) | 1,715,625 | | | — | 1,250,000 | 14.00 | 1/5/2032(4) | 174,337(7) | 957,110 | 348,675(10) | 1,914,226 | | | — | 2,000,000 | 21.00 | 1/5/2032(5) | — | — | — | — | | David Wilson | 130,000 | — | 3.00 | 1/4/2033 | 87,169(7) | 478,558 | 174,337(10) | 957,110 | | | — | 275,000 | 3.00 | 1/4/2033(6) | — | — | — | — | | Melissa Ingram | 65,000 | — | 2.98 | 3/8/2032 | 76,709(7) | 421,132 | 153,417(10) | 842,259 | | | — | 130,000 | 2.98 | 3/8/2032(6) | — | — | — | — | | | 25,000 | — | 3.13 | 5/26/2033 | — | — | — | — | | | — | 35,000 | 3.13 | 5/26/2033(6) | — | — | — | — |

  22. Outstanding Equity Awards at Fiscal Year End

    | (1) Represents restricted shares issued under the 2018 Plan. | | (2) Calculated based on $5.49 per share, the closing price per share of our common stock, as reported on The Nasdaq Global Market, on March 31, 2025. | | (3) These option awards will vest and become exercisable in full immediately upon the 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 restricted share awards vest equal installments over a three-year period, provided that the holder is an employee of the Company on each such date. | | (8) These restricted share 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 restricted share 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. |

  23. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  24. 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.

  25. 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.

  26. 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.

  27. Pay Versus Performance Table

    Pay Versus Performance Table The table below provides information for each of the fiscal year ended March 31, 2025, the 2024 transition period, and the fiscal years ended December 31, 2023 and 2022 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.

  28. Pay Versus Performance Table

    | | | PEOs(1) | | | | | | | | | Year | | Towe Summary Compensation Table Total | Wolfe Summary Compensation Table Total | Towe Compensation Actually Paid(2) | Wolfe Compensation Actually Paid(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Net Loss (in thousands)(5) | | 2025 | | $12,881,137 | $— | $13,363,020 | $— | $2,377,526 | $2,393,362 | $115.82 | $50,987 | | 2024 | TP | $322,917 | $— | $6,982,668 | $— | $75,000 | $613,971 | $112.66 | $8,515 | | 2023 | | $3,034,292 | $— | $4,868,548 | $— | $776,542 | $1,035,592 | $72.15 | $5,675 | | 2022 | | $3,023,067 | $346,700 | $5,151,430 | $(1,150,633) | $741,832 | $1,067,384 | $56.75 | $6,754 |

  29. 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. |

  30. 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. |

  31. Pay Versus Performance Table

    | (3) For the 2025 fiscal year, our non-PEO NEOs were David Wilson and Melissa Ingram. For the 2023 fiscal year and the 2024 transition period, our non-PEO NEOs were David Wilson and Jim Zeitunian, our former Chief Technology Officer. |

  32. Pay Versus Performance Table

    | (4) Total Shareholder Return (“TSR”) assumes $100 was invested in our common stock on December 31, 2021. |

  33. Pay Versus Performance Table

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

  34. 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 increased, with particularly significant growth from 2023 to 2025, reflecting awards tied to the successful completion of transformative transactions with MiX Telematics and Fleet Complete. This increase in CAP aligns with a steady rise in TSR over the same period, including a notable 60.5% increase from 2023 to 2025. While our GAAP net loss also grew during this period—primarily due to completion of these transformative transactions—the increase in CAP corresponds to long-term value creation and equity appreciation rather than short-term profitability. We believe this underscores our strategic focus on long-term performance metrics and cost management, which allows us to ensure a competitive and performance-driven compensation structure that rewards sustainable contributions and fosters long-term value creation for our stockholders.