Melissa Ingram
About Melissa Ingram
Melissa Ingram, age 39, is Chief Corporate Development Officer (since April 2024) at Powerfleet (AIOT); she previously served as Chief Transformation Officer from March 2022 to April 2024 and holds an MA (Oxon.) in Modern History from the University of Oxford . Under the leadership team that includes Ingram, FY2025 revenue reached $362.5 million (+26% YoY), adjusted EBITDA rose to $71.1 million (+65% YoY) with ~20% margin, and “Pay vs Performance” disclosures reference a 60.5% TSR increase from 2023 to 2025, with a $100 investment valued at $115.82 in 2025 . She was designated an NEO on April 2, 2024 and received material performance-based and transaction-related incentives tied to the MiX Telematics combination and Fleet Complete acquisition, aligning her pay with value-creation milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Powerfleet (AIOT) | Chief Corporate Development Officer | Apr 2024–present | Corporate development leadership during MiX combination and Fleet Complete acquisition/integration . |
| Powerfleet (AIOT) | Chief Transformation Officer | Mar 2022–Apr 2024 | Led transformation initiatives ahead of/between major transactions . |
| Aptos, Inc. | VP, Transformation & Growth | Oct 2017–Jan 2022 | Led integration of four acquisitions, standardized global operations, and drove multi-million-dollar profit improvement programs . |
| Aptos, Inc. | VP, Business Operations (EMEA) | Oct 2016–Oct 2017 | Regional operations leadership . |
External Roles
| Organization | Role | Date/Context | Notes |
|---|---|---|---|
| Movingdots GmbH (Powerfleet subsidiary) | Managing Director | Nov 6, 2025 | Signed as “Original Guarantor” MD on financing document . |
| Main Street 2000 Proprietary Ltd (Powerfleet subsidiary) | Managing Director | Nov 6, 2025 | Signed as “Original Guarantor” MD on financing document . |
Fixed Compensation
| Item | Value | Notes |
|---|---|---|
| Base Salary (FY2025, USD) | $247,705 | Paid in GBP; USD based on FY2025 avg FX 1 USD = 0.7843 GBP . |
| Target Bonus % (FY2025) | 75% of base salary | Under the annual Global Bonus Plan (GBP) . |
| GBP Bonus Paid (FY2025) | $262,500 | Earned based on FY2025 performance outcomes . |
| MiX Transaction Bonus (FY2025) | $200,000 | Earned upon closing of MiX Combination (Apr 2, 2024) . |
| Fleet Complete (FC) Transaction Bonus (FY2025) | $262,500 | Contingent on stock VWAP >$5.00 (any 30-day period) and GBP target achievement; both achieved by Mar 31, 2025 . |
| New Base Salary (effective Mar 2025) | $350,000 | Merit/market adjustment . |
Performance Compensation
Annual Cash Bonus (GBP) – FY2025 Design and Results
| Metric | Weighting | Threshold | Target | Max | Actual | Payout Notes |
|---|---|---|---|---|---|---|
| Global Revenue | 30% | $326.6m | $362.9m | $399.2m | $362.5m | Company achieved targets; Ms. Ingram’s GBP payout was $262,500 . |
| Global Adjusted EBITDA | 50% | $62.1m | $69.0m | $75.9m | $71.1m | As above . |
| Cash from Organic Operations | 20% | $36.1m | $40.1m | $44.1m | $41.9m | As above . |
| FY2025 GBP Bonus Earned | $262,500 | Resulting payout for Ms. Ingram . |
Long-Term Incentive Plan (LTIP) – FY2025 Grants and Mechanics
| Component | Target Value | Shares Granted | Vesting | Performance Conditions |
|---|---|---|---|---|
| Time-Based Restricted Stock | $366,667 | 76,709 | Equal annual installments over three years from Mar 30, 2025 | Service-based vesting . |
| Performance-Based Restricted Stock (PS) | $733,333 | 153,417 (target) | Vests one year after FY2026 or FY2027 performance period end | Adjusted EBITDA (less SBC) for FY2026 or FY2027; +25% additional target PSUs possible for specified organic revenue CAGR and adj. EBITDA margin levels . |
Notes:
- FY2025 LTIP grant date was delayed to Mar 30, 2025 to align goals with combined company plan; performance was not measured for FY2025 .
- Share counts based on 60-Day VWAP of $4.78 (ended Jul 27, 2024); grants made at $5.59 closing price on Mar 30, 2025 .
Equity Ownership & Alignment
Beneficial Ownership (as of Jul 25, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Melissa Ingram | 363,692 | * (<1%) | Includes 90,000 options exercisable within 60 days . |
- Company policy references insider trading policy and a Dodd-Frank-compliant clawback adopted Nov 30, 2023; specific pledging/hedging prohibitions or stock ownership guideline multiples for executives were not disclosed in the retrieved excerpts .
Outstanding Awards at FY2025 Year-End (Mar 31, 2025)
| Instrument | Status | Quantity | Strike/Ref | Expiration/Terms | Market/Valuation Basis |
|---|---|---|---|---|---|
| Stock Options | Exercisable | 65,000 | $2.98 | 3/8/2032 | — . |
| Stock Options | Unexercisable | 130,000 | $2.98 | 3/8/2032 | Vest in full upon 60-Day VWAP reaching $12.00 . |
| Stock Options | Exercisable | 25,000 | $3.13 | 5/26/2033 | — . |
| Stock Options | Unexercisable | 35,000 | $3.13 | 5/26/2033 | Vest in full upon 60-Day VWAP reaching $12.00 . |
| Time-Based Restricted Shares | Unvested | 76,709 | — | Equal annual installments over three years from grant | Market value references $5.49 (Mar 31, 2025 close) . |
| Performance-Based Restricted Shares | Target | 153,417 | — | Vest one year after FY2026 or FY2027 performance if goals met | Market value refs $5.49 and 0–150% of target possible . |
Employment Terms
- Employment agreement: The company states it has not entered into employment agreements with any executive officers; bespoke severance detailed only for CEO (Towe) and CFO (Wilson) in the proxy .
- Change-in-control (equity plan) protections: Under the 2018 Plan, upon a change in control and termination without cause or resignation for good reason within one year (double-trigger), options and restricted stock vest; PSU/PS payouts determined strictly by pre-set goals (no discretionary reduction) .
- Clawback: Dodd-Frank-compliant clawback adopted Nov 30, 2023; applies on a no-fault basis to incentive compensation for current/former executive officers for the three completed fiscal years preceding a required restatement .
- Non-compete/Non-solicit: Restrictive covenants discussed for CEO/CFO contracts; no specific Ingram agreement disclosed in retrieved excerpts .
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Votes | Date |
|---|---|---|---|---|---|
| 2025 Advisory Vote on Executive Compensation | 55,080,716 | 19,916,978 | 6,926,109 | 18,721,731 | Sep 16, 2025 . |
Compensation Structure Analysis (Context)
- FY2025 pay mix for Ingram was heavily at-risk: Stock awards ($1,286,404) and performance/transaction cash ($725,000) materially exceeded base salary ($247,705), signaling alignment with transformation milestones and financial targets .
- FY2026 program evolution: Committee intends to keep 66.7% of LTIP in performance-based stock, with three-year metrics (organic revenue growth, adjusted EBITDA per share growth, and relative TSR) set at the start of the performance period, reinforcing longer-term alignment .
- Peer group changes (FY2026): Removed larger peers (e.g., Qualys, Samsara, SPS Commerce) and added Arlo, BlackBerry, Digi, E2open, Iridium, Kinaxis, Lantronix, Mitek, OneSpan to maintain reasonable positioning vs. peer medians in revenue and market cap .
Investment Implications
- Alignment and upside leverage: Ingram’s package skews to equity and performance-linked cash (GBP and transaction bonuses), with significant PSUs tied to FY2026/27 adjusted EBITDA and potential 25% PSU uplift for growth/margin thresholds—an incentive design that supports earnings quality and organic growth initiatives post-integration .
- Vesting/supply dynamics: Time-based RS vests ratably over three years from Mar 30, 2025, and options with $12 VWAP hurdles could vest in full upon sustained price appreciation—both could add periodic insider selling supply upon vesting/vesting triggers, though no Form 4 activity was reviewed here and pledging/ownership guideline details were not disclosed in the excerpts .
- Retention and protections: No individualized employment/severance agreement for Ingram was disclosed (contrasts with CEO/CFO), but company-level double-trigger vesting upon change-in-control mitigates retention risk around strategic events .
- Execution track record: FY2025 revenue (+26%) and adjusted EBITDA (+65%, ~20% margin) alongside SOP approval suggest investor acceptance of pay-for-performance amid transformative M&A; continued realization of synergies and delivery vs. new three-year LTIP metrics are key to future payouts and value creation .