David Wilson
About David Wilson
David Wilson, age 57, is Chief Financial Officer and Corporate Secretary of AIOT (Powerfleet, Inc.) since January 4, 2023, with a Bachelor of Commerce in Finance from the University of Birmingham . In fiscal 2025, the company executed transformative transactions (MiX Telematics combination and Fleet Complete acquisition) and delivered revenue of $362.5 million (+26% pro forma), adjusted EBITDA of $71 million (+65%), and ~20% adjusted EBITDA margin, while recurring SaaS revenue reached ~75% and TSR value rose to 115.82 from a $100 base as of December 31, 2021, reflecting improved shareholder returns under the current regime .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NSONE, Inc. | Chief Financial Officer | May 2020 – Dec 2022 | Led finance at a next-gen managed DNS provider |
| Symphony Communication Services, LLC | Chief Financial Officer | Jul 2017 – Oct 2019 | CFO at encrypted communication software company |
| Ooyala Inc. | Chief Financial Officer | Sep 2013 – Jul 2017 | CFO at online video services provider |
External Roles
- No external public company directorships or committee roles disclosed for David Wilson in the proxy .
Fixed Compensation
| Metric ($USD) | FY 2023 | 2024 Transition Period (Jan 1–Mar 31, 2024) | FY 2025 |
|---|---|---|---|
| Base Salary | $350,000 | $87,500 | $357,875 |
| Base Salary Adjustment Notes | — | — | Base increased to $435,000 in March 2025; prior base $357,875 reflected a 3% merit increase in July 2024 |
| Target Annual Bonus (% of Base) | 75% | — | 75% |
Performance Compensation
Annual Cash Bonus (GBP – FY 2025)
| Metric | Weighting | Threshold Goal (Millions) | Target Goal (Millions) | Maximum Goal (Millions) | Actual Achievement (Millions) | Payout (% of Target) | Vesting/Payment Timing |
|---|---|---|---|---|---|---|---|
| Global Adjusted EBITDA | 50% | $62.1 | $69.0 | $75.9 | $71.1 | 100% of target earned for executives | Annual cash bonus; paid post year-end |
| Global Revenue | 30% | $326.6 | $362.9 | $399.2 | $362.5 | 100% of target earned for executives | Annual cash bonus; paid post year-end |
| Cash from Organic Operations | 20% | $36.1 | $40.1 | $44.1 | $41.9 | 100% of target earned for executives | Annual cash bonus; paid post year-end |
| Resulting GBP Bonus (David Wilson) | — | — | — | — | — | $326,250 | Paid based on FY 2025 results |
Notes:
- GBP performance goals definitions provided; adjusted EBITDA excludes specified items; cash position excludes revolver and capital events .
- Executives earned 100% of target bonus for fiscal 2025 .
Transaction Bonuses (FY 2025)
| Transaction | Amount | Conditions | Status |
|---|---|---|---|
| MiX Combination (closed Apr 2, 2024) | $350,000 | Contingent on closing | Earned |
| Fleet Complete Acquisition | $326,250 | VWAP > $5 for any 30-consecutive trading-day window within specified period; target GBP performance achieved; plus timely SEC reporting and remediation of material weaknesses for Wilson | Conditions outlined; fiscal 2025 Non-Equity Compensation column does not include FC bonus for Wilson ; FC bonus explicitly noted earned for CEO and Ms. Ingram, not for Wilson |
Long-Term Incentive Program (LTIP – FY 2025 Grant)
| Component | Target Value | Shares Granted | Grant Date | Pricing Basis | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| Time-Based RS | $416,667 | 87,169 | Mar 30, 2025 | 60-Day VWAP $4.78 as of Jul 27, 2024; grant-date close $5.59 | Equal annual installments over 3 years | N/A (time-based) |
| Performance-Based RS | $833,333 | 174,337 | Mar 30, 2025 | 60-Day VWAP $4.78 as of Jul 27, 2024; grant-date close $5.59 | Earned based on FY 2026 or FY 2027 performance; vest one year post period end | Adjusted EBITDA less SBC; organic revenue CAGR; adjusted EBITDA margin; potential +25% target shares if higher performance levels achieved |
Multi-Year Compensation Summary
| Category ($USD) | FY 2023 | 2024 Transition Period | FY 2025 |
|---|---|---|---|
| Salary | $350,000 | $87,500 | $357,875 |
| Bonus | — | — | — |
| Stock Awards (Grant-Date Fair Value) | $196,500 | — | $1,461,819 |
| Option Awards (Grant-Date Fair Value) | $560,897 | — | — |
| Non-Equity Incentive Plan Compensation | $132,563 | — | $676,250 |
| Total | $1,239,960 | $87,500 | $2,495,944 |
Equity Ownership & Alignment
| Item | Value | As of | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 442,109 shares; includes 130,000 options exercisable within 60 days | Jul 25, 2025 | Less than 1% ownership |
| Options – Exercisable | 130,000 @ $3.00 strike; expire Jan 4, 2033 | Mar 31, 2025 | Price $5.49; In-the-money value ≈ $323,700 = 130,000 × ($5.49 − $3.00) |
| Options – Unexercisable | 275,000 @ $3.00 strike; expire Jan 4, 2033 | Mar 31, 2025 | Vest upon 60-Day VWAP reaching $12.00 |
| Time-Based RS (Unvested) | 87,169 shares | Mar 31, 2025 | Vests over 3 years |
| Performance-Based RS (Target Unearned) | 174,337 shares | Mar 31, 2025 | Earn/vest per FY 2026/2027 performance and one-year post-period vest |
| Shares Pledged/Hedged | Not disclosed | — | No pledging disclosures in proxy for Wilson |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Company has not entered into employment agreements with its executive officers |
| Severance (CFO Employee Covenants Agreement) | If terminated without cause and/or for reasons not related to performance: (i) cash equal to six months of base salary; (ii) pro rata portion of target annual bonus for year of termination; (iii) partial accelerated vesting of equity awards scheduled to vest in the calendar year of termination; subject to a general release |
| Restrictive Covenants | Confidentiality, assignment of inventions, non-competition, and non-solicitation |
| Change-in-Control (2018 Plan) | Double-trigger vesting: upon termination other than for cause or resignation for good reason within one year after change in control, options and restricted stock vest; PSUs/performance shares payout determined exclusively by pre-set goals |
| Clawback Policy | Dodd-Frank compliant clawback adopted Nov 30, 2023; recovers erroneously awarded incentive compensation for three completed fiscal years preceding a required restatement; no-fault basis |
| Insider Trading Policy | Company-wide insider trading policy filed with SEC |
| Start Date | January 4, 2023 (CFO appointment) |
Performance & Track Record
- FY 2025 business highlights: MiX Telematics combination and Fleet Complete acquisition; subscriber base ~2.8 million; ~48,000 customers across >120 countries; revenue $362.5 million (+26% pro forma), adjusted EBITDA $71 million (+65%), adjusted EBITDA margin ~20%, ~$16 million annualized cost synergies .
- Liquidity: Adjusted liquidity of $41.9 million at year-end, ahead of target; excludes $10 million additional Hapoalim facility .
- Say-on-Pay: 2024 say-on-pay received 77.5% approval; Compensation Committee made design changes for FY 2025 .
Risk Indicators & Red Flags
- Section 16 compliance: Wilson filed a late Form 4 related to a tax withholding transaction that occurred on April 2, 2024; other insiders also had late filings in 2024 .
- Internal control remediation: EY communicated material weaknesses in prior periods (2022–2023); Wilson’s Fleet Complete transaction bonus was contingent on timely SEC reporting and remediation of material weaknesses; fiscal 2025 Non-Equity Compensation disclosures indicate he did not receive the FC Transaction Bonus, while CEO and Ms. Ingram did, suggesting conditionality may not have been met within the period .
Compensation Peer Group and Governance Signals
- FY 2025 peer group included names such as A10 Networks, Consensus Cloud Solutions, Globalstar, N-able, Porch Group, Qualys, Rimini Street, SEMrush, SPS Commerce, etc.; FY 2026 peer group adjusted to reflect scale, adding Arlo Technologies, BlackBerry, Digi International, E2open Parent, Iridium Communications, Kinaxis, Lantronix, Mitek Systems, OneSpan and removing larger peers .
- Pay-for-performance emphasis: For FY 2025, GBP was 100% financial metrics; LTIP 66.7% performance-based RS (adjusted EBITDA less SBC, organic revenue growth, adjusted EBITDA margin) and 33.3% time-based RS; for FY 2026, planned performance metrics include organic revenue growth, adjusted EBITDA less SBC per share growth, and relative TSR over three years .
Investment Implications
- Alignment: Wilson’s compensation is heavily performance-weighted (GBP tied to EBITDA, revenue, cash; LTIP performance RS), which should align incentives with profitable growth and cash generation; base pay increased to maintain competitiveness .
- Retention and selling pressure: Significant unvested RS and performance RS plus options with market-price hurdles suggest retention hooks and potential future supply when vesting triggers are met; current exercisable options are in-the-money, though vesting for additional options requires a $12.00 60-Day VWAP, moderating near-term selling pressure .
- Governance quality: Existence of Dodd-Frank clawback and double-trigger CIC vesting are shareholder-friendly; late Section 16 filings and prior control weaknesses indicate operational risks that may affect bonus outcomes and vesting for Wilson; FC transaction bonus conditionality signals accountability tied to remediation milestones .
- Execution risk: With transformative integrations complete and EBITDA margin expansion, the performance RS metrics for FY 2026–2027 tie payouts to sustained organic growth and margin discipline; investors should monitor progress vs. these explicit metrics and any updates to internal control status .