Andrew Martin
About Andrew Martin
Andrew Martin (age 52) is an independent director of Powerfleet, Inc. (AIOT) who joined the Board in April 2024; he is a Partner and member of the investment research team at Private Capital Management, LLC (PCM). His background includes senior research roles across hedge funds and asset managers and prior CPA licensure, with a B.S. in Applied Economics and Business Management from Cornell University and an M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Capital Management, LLC | Partner; Investment Research Team | Joined 2013 | Long-term investment research; leadership in compensation governance as AIOT Compensation Committee Chair |
| H.I.G. Capital (hedge fund unit) | Senior Research Analyst (Industrials, Business Services, Special Situations) | Not disclosed | Fundamental research across sectors |
| Polen Capital Management, LLC | Director of Research | Not disclosed | Helped develop/direct firm’s research process |
| Fine Capital Partners | Investment research | Not disclosed | Prior investment role |
| Sanford C. Bernstein & Co., LLC | Investment research | Not disclosed | Prior sell-side role |
| Credit Suisse First Boston | Investment research | Not disclosed | Prior sell-side role |
| Arthur Andersen LLP | Accounting (CPA earned during tenure) | Not disclosed | CPA license obtained while at AA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Martin . |
Board Governance
- Independence: Board determined Martin is independent under Nasdaq rules; Board majority independent (all except CEO) .
- Committee assignments: Chair, Compensation Committee (since September 2024); Member, Nominating Committee; Not on Audit Committee .
- Attendance: Board held 20 meetings in FY ended March 31, 2025; each director attended over 75% of Board and committee meetings during their service period .
- Board leadership: Chair and CEO roles separated; Michael Brodsky is Chairman; CEO focuses on operations; Chair leads governance and investor engagement .
- Compensation Committee activity: Four meetings in FY 2025; led GBP and LTIP design, peer group refresh, and CD&A enhancements; retained Korn Ferry (FY 2025) and engaged FW Cook (for FY 2026) as independent consultants .
Fixed Compensation
| Component | Amount | Structure | Notes |
|---|---|---|---|
| Annual director retainer (non-employee) | $87,500 | Cash (or elect stock) | FY 2025 retainer paid in cash to directors; for Martin, cash compensation was paid to PCM per PCM internal policies (Martin received $0 personally) . |
| Annual equity (non-employee) | ~$87,500 | Restricted stock | Typical award was 18,028 restricted shares granted May 16, 2024 to other directors; Martin did not receive restricted shares directly . |
| Chairman supplemental | $36,000 | Cash (or elect stock) | Paid in cash in FY 2025 . |
| Audit Chair supplemental | $18,000 | Cash (or elect stock) | Paid in cash in FY 2025 . |
| Compensation Chair supplemental | $12,000 | Cash (or elect stock) | Martin is Compensation Chair; FY 2025 supplemental paid in cash to PCM; Martin personally received $0 . |
| Nominating Chair supplemental | $10,000 | Cash (or elect stock) | Paid in cash in FY 2025 . |
| Perquisites | $0 | None | Non-employee directors not entitled to retirement/perquisites . |
In lieu of equity grants to Martin, the Company issued a warrant to a PCM affiliate to purchase 130,275 shares (the “PCM Warrant”) on April 21, 2025, with vesting terms aligned to the non-employee director option grants; Board approved the issuance .
Performance Compensation
-
Director equity/option awards: Other non-employee directors (not Martin) received options to purchase 125,000 shares on June 18, 2024 (exercise price $4.31; 10-year term; vests quarterly in equal installments over 10 fiscal quarters) and 18,028 restricted shares (vest 100% at first anniversary). Martin’s PCM Warrant followed the same vesting as the options but was issued to a PCM affiliate; Martin held no options or RSUs personally for FY 2025 .
-
Compensation Committee metrics oversight (GBP/LTIP): Under Martin’s chairmanship (effective Sept 2024), the Committee implemented a pay-for-performance framework for executives. FY 2025 GBP metrics and outcomes:
| Metric (FY 2025) | Weight | Threshold ($mm) | Target ($mm) | Max ($mm) | Actual ($mm) |
|---|---|---|---|---|---|
| Global Revenue | 30% | 326.6 | 362.9 | 399.2 | 362.5 |
| Global Adjusted EBITDA | 50% | 62.1 | 69.0 | 75.9 | 71.1 |
| Cash from Organic Operations | 20% | 36.1 | 40.1 | 44.1 | 41.9 |
- LTIP design (executives): 66.7% performance-based restricted stock tied to adjusted EBITDA (less SBC), organic revenue growth, and adjusted EBITDA margin; 33.3% time-based restricted stock; FY 2025 performance measurement delayed to FY 2026–FY 2027 due to integration; number of shares granted based on 60-day VWAP; continued focus on performance-based vesting in FY 2026 including relative TSR .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None disclosed for Martin . |
| Significant shareholdings (interlock risk) | PCM beneficially owns 6,785,436 shares (5.1% of outstanding); Martin is a Partner and limited partner of the PCM affiliate that received the PCM Warrant; cash compensation for Martin was paid to PCM . |
| Related party transaction | PCM Warrant issued April 21, 2025 with Board approval; Audit Committee is responsible for related-party reviews; no other >$120k related-party transactions disclosed since April 1, 2024 . |
Expertise & Qualifications
- Financial/investment expertise from hedge fund and asset management roles; leadership in research processes; prior CPA licensure .
- Education: B.S. Cornell; M.B.A. Columbia .
- Board qualifications emphasized by the Nominating Committee include honesty/ethics, fiduciary capacity, business acumen, and working knowledge of public company board responsibilities, which Martin meets as an independent director .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Andrew Martin | 22,342 | <1% | Includes 2,152 shares held by his children; no options held; no unvested RSUs reported . |
| Private Capital Management, LLC | 6,785,436 | 5.1% | Mix of shared/sole voting/dispositive power as reported; indicates significant stakeholder affiliation for Martin . |
Outstanding shares: 133,443,292 as of July 25, 2025 .
Governance Assessment
- Independence and engagement: Martin is independent and actively engaged as Compensation Committee Chair, overseeing robust pay-for-performance design (GBP and LTIP) and use of independent consultants (Korn Ferry; FW Cook) .
- Attendance: Met Board standard (>75% of meetings); Board met 20 times and Compensation Committee met 4 times in FY 2025 .
- Pay-for-performance signals: 2024 say-on-pay received 77.5% support; under Martin’s chairmanship, compensation structures were tightened with clear financial metrics and increased performance-based equity emphasis .
- Clawback: Company adopted a Dodd-Frank-compliant clawback policy in November 2023 (applies to executive officers; “no fault” recovery on restatement) .
- Related-party risk (RED FLAG): Martin’s compensation was routed to PCM, and a PCM affiliate received a warrant in lieu of his equity, while PCM holds 5.1% of AIOT—creating potential alignment and conflict questions given his Compensation Chair role; however, issuance was Board-approved and related-party oversight resides with the Audit Committee .
- Compliance: No delinquent Section 16 filings disclosed for Martin; Company disclosed late filings for certain other insiders but not Martin .
Overall, Martin brings strong financial and research expertise and has led improvements in compensation governance; investors should balance positive engagement and independence against related-party compensation structuring with PCM and monitor Audit Committee oversight of such arrangements for ongoing alignment and conflict mitigation .