Ian Jacobs
About Ian Jacobs
Ian Jacobs, 48, is an independent director of Powerfleet, Inc. (ticker: AIOT) who joined the board on April 2, 2024 following the MiX Telematics combination; he previously served as a director of MiX Telematics since 2016 and as its Chairperson since November 2022 . His background includes research analyst roles at Schroders, Sidoti & Co., and Goldman Sachs (1997–2002), investment work at Berkshire Hathaway under Warren Buffett (2003–2009), and founding 402 Capital LLC where he is managing member (since 2009); he holds an undergraduate degree from Yeshiva University and an MBA from Columbia University . The board has determined Mr. Jacobs is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schroders | Research Analyst | 1997–2002 | Equity research background |
| Sidoti & Co. | Research Analyst | 1997–2002 | Small/mid-cap research exposure |
| Goldman Sachs & Co. | Research Analyst | 1997–2002 | Institutional research experience |
| Berkshire Hathaway Inc. | Investment research/projects under Warren Buffett | 2003–2009 | Value-investing discipline |
| 402 Capital LLC | Founder & Managing Member | 2009–present | Private investment leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MiX Telematics (formerly NYSE: MIXT; now MiX Telematics Proprietary Limited) | Director; Chairperson | Director since 2016; Chair since Nov 2022 | Board leadership; industry expertise |
| 402 Capital LLC | Managing Member | 2009–present | Investment oversight; capital markets perspective |
Board Governance
- Independence: The board determined all current directors except the CEO are independent; Mr. Jacobs is independent under Nasdaq rules .
- Committees:
- Audit Committee member (Audit Committee is Messrs. Brodsky, Jacobs, McConnell; Chair: Michael McConnell; McConnell designated as “audit committee financial expert”) .
- Compensation Committee member (Compensation Committee is Messrs. Brodsky, Jacobs, Martin, McConnell; Chair: Andrew Martin) .
- Nominating Committee member and Chair (Nominating Committee is Messrs. Brodsky, Jacobs, Martin, McConnell; Chair: Ian Jacobs) .
- Attendance: In FY ended March 31, 2025, the board held 20 meetings; each director attended over 75% of board and applicable committee meetings .
- Annual meeting election results (Sept 16, 2025): Ian Jacobs received 66,359,112 “For”, 15,564,691 “Withheld”; Broker Non-Votes 18,721,731 .
- Governance policies: Company maintains a Dodd-Frank-compliant clawback policy adopted Nov 30, 2023 .
Fixed Compensation
| Component | Structure | FY2025 Actual for Ian Jacobs |
|---|---|---|
| Annual cash retainer | $87,500; directors may elect cash or restricted stock (FY2025 paid in cash) | $97,500 cash fees earned/paid (aggregate) |
| Committee chair fees | Audit Chair $18,000; Compensation Chair $12,000; Nominating Chair $10,000; Chairman of Board $36,000; all may elect cash or restricted stock (FY2025 paid in cash) | Jacobs is Nominating Chair; supplemental retainer eligibility $10,000 |
| Perquisites | None; non-employee directors not entitled to retirement, benefit, or other perquisite programs | None disclosed |
Performance Compensation
| Equity Award | Grant Date | Quantity/Terms | Vesting | Value/Exercise |
|---|---|---|---|---|
| Restricted Stock (Director onboarding) | May 16, 2024 | 18,028 shares | 100% vest on first anniversary (vested May 16, 2025) | Grant-date fair value $98,253 |
| Stock Options (Director onboarding) | June 18, 2024 | 125,000 options | Equal installments on last day of each fiscal quarter over 10 fiscal quarters, service-based | Exercise price $4.31; 10-year term; grant-date fair value $332,407 |
Director equity is time- and service-based; no disclosed performance metrics (RSUs vest time-based; options vest over time), indicating standard non-employee director equity alignment rather than pay-for-performance structures used for executives .
Other Directorships & Interlocks
| Company | Role | Nature | Notes |
|---|---|---|---|
| MiX Telematics (Proprietary Limited; formerly NYSE: MIXT) | Director; Chairperson | External (non-AIOT) | Long-standing chair role provides sector continuity |
| 402 Capital LLC | Managing Member | External investment firm | Aligns with significant beneficial ownership in AIOT via related funds |
Expertise & Qualifications
- Finance and investment expertise from Berkshire Hathaway tenure and 402 Capital leadership; brings managerial and financial acumen to AIOT’s board .
- Industry experience with MiX Telematics enhances board insight into fleet/IoT; chair experience since Nov 2022 indicates governance leadership .
- Education: Undergraduate degree from Yeshiva University; MBA from Columbia University .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Ian Jacobs | 4,093,678 | 3.1% | Includes (i) 4,031,178 shares held by 786 Partners LP and 402 Fund LP over which he has voting/investment power, and (ii) 62,500 options exercisable within 60 days |
| Shares Outstanding (Record Date) | 133,443,292 | — | Shares outstanding as of July 25, 2025 |
No pledging or hedging of director stock disclosed; insider trading policy applies to directors .
Insider Trades & Compliance
| Item | Date/Period | Detail |
|---|---|---|
| Section 16 compliance | FY ended Mar 31, 2025 | Mr. Jacobs filed a late Form 4 for a transaction on May 16, 2024 (company notes several late filings by directors/officers) |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: 77.5% of votes cast were in favor .
- 2025 annual meeting: Advisory vote on executive compensation received 55,080,716 “For”, 19,916,978 “Against”, 6,926,109 “Abstain”; Broker Non-Votes 18,721,731 .
Compensation Committee Analysis (Context for Board Oversight)
- Consultants: Korn Ferry (FY2025 programs); FW Cook engaged in Q4 FY2025 for FY2026 programs .
- Peer group updates: FY2025 and FY2026 peer sets adjusted for size/industry (e.g., removal of larger peers; addition of IoT/communications names) .
- Executive program shifts: Increased emphasis on performance-based restricted stock (66.7% of LTIP) and clarified metrics (adjusted EBITDA, organic revenue, margin; planned addition of relative TSR) .
Potential Conflicts & Related-Party Exposure
- Related-party transactions disclosed involve issuance of the PCM Warrant due to Andrew Martin’s PCM affiliation (not Jacobs); board approved issuance; no other transactions >$120,000 involving directors/5% holders since April 1, 2024 are disclosed beyond this item .
- Jacobs’ significant beneficial ownership via 786 Partners LP and 402 Fund LP indicates strong alignment but also potential influence; not identified as a related-party transaction .
Governance Assessment
- Strengths:
- Independence and multi-committee service (Audit, Compensation, Nominating) with chair role on Nominating support board effectiveness .
- Strong attendance (board met 20 times; each director >75%) and active committee cadence (Audit 11 meetings; Compensation 4) signal engagement .
- Material personal ownership (3.1%) aligns incentives with shareholders .
- Presence of clawback policy enhances accountability .
- Watch items/RED FLAGS:
- Late Section 16 filing (Form 4) in May 2024 is a minor compliance lapse to monitor .
- Non-employee director option grants (125,000 options; service-based vesting) can raise questions on director independence incentives vs. standard practice of pure RSU retainers; board should maintain robust independence controls .
- 2025 director election shows 15,564,691 “Withheld” votes for Jacobs—elevated dissent relative to some peers on the slate (contextual signal for investor scrutiny) .
Overall, Ian Jacobs brings deep investment and industry governance experience with meaningful ownership alignment; ensuring ongoing adherence to compliance (timely filings) and careful calibration of director equity structures will support investor confidence .