Michael Brodsky
About Michael Brodsky
Michael Brodsky, age 57, has served on AIOT’s Board since June 2014, as Chairman since December 2016, and previously as Lead Independent Director (June 2014–December 2016). He also serves as a director of Pointer (subsidiary) since October 2019. Brodsky holds a B.A. (Syracuse University), an M.B.A. (Kellogg School of Management, Northwestern), and a J.D. (Northwestern Pritzker School of Law), and brings extensive CEO, operating, and investment leadership experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bosun Asset Management, LLC | President | Current | Asset management leadership |
| Options Solutions, LLC | Co‑founder & CEO | Until acquired by Bosun in Oct 2023 | Specialized asset manager; acquisition integration |
| Vajra Asset Management, LLC | Managing Partner | Current | Investment firm leadership |
| Genesis Land Development Corp. (OTCMKTS: GNLAF) | Director; Chairman | Director 2012–May 2019; Chairman Sept 2012–May 2019 | Led board through multi‑year period |
| Determine, Inc. (formerly Nasdaq: DTRM) | Director; Chairman; CEO | Director Oct 2010–Apr 2019; Chairman Aug 2013–Apr 2019; CEO Aug–Dec 2013 | Governance and brief operational leadership |
| Trans World Corporation (formerly OTCQB: TWOC) | Director; Chairman | Director Sept 2013–Mar 2018; Chairman Jun 2014–Mar 2018 | Oversight through sale process |
| Spark Networks, Inc. (OTCMKTS: LOVLQ) | Director | Nov 2015–Nov 2017 | Governance for niche consumer internet portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EdgeCortix Inc. | Director | Since Mar 2021 | Semiconductor technology firm |
| Pointer (AIOT subsidiary) | Director | Since Oct 2019 | Subsidiary board role |
| Bosun Asset Management, LLC | President | Current | Asset manager leadership |
| Vajra Asset Management, LLC | Managing Partner | Current | Investment firm leadership |
Board Governance
- Role: Independent Chairman of the Board; CEO and Chair roles are separated, with the Chair leading governance, agendas, committee responsibilities, and investor engagement .
- Independence: Brodsky is independent under Nasdaq rules; a majority of the Board is independent .
- Attendance: Board held 20 meetings in FY2025; each director attended over 75% of Board and committee meetings during their service period .
- Committees:
- Audit Committee: Member (Brodsky); Chair and “financial expert” is Michael McConnell; 11 meetings in FY2025; all members independent .
- Compensation Committee: Member (Brodsky); served as Chair until September 2024; 4 meetings in FY2025; all members independent .
- Nominating Committee: Member (Brodsky); Chair is Ian Jacobs; 0 meetings in FY2025; all members independent .
| Governance Item | Detail | Citation |
|---|---|---|
| Board leadership | Independent Chair; separated CEO/Chair roles | |
| Director independence | Brodsky independent; majority of Board independent | |
| Board meetings FY2025 | 20 meetings; each director >75% attendance | |
| Audit Committee | Members: Brodsky, Jacobs, McConnell; Chair/Expert: McConnell; 11 meetings | |
| Compensation Committee | Members: Brodsky, Jacobs, Martin, McConnell; Chair: Martin (from Sep 2024); 4 meetings | |
| Nominating Committee | Members: Brodsky, Jacobs, Martin, McConnell; Chair: Jacobs; 0 meetings | |
| Prior Lead Independent Director | Brodsky served June 2014–December 2016 |
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Michael Brodsky | 129,500 | 98,253 | 332,407 | 560,160 |
- Non‑employee director program (adopted May 16, 2024): $175,000 annual value split between cash retainer ($87,500) and restricted stock ($87,500); retainer payable in cash or restricted stock (FY2025 paid in cash) .
- Supplemental retainers: Chairman ($36,000), Audit Chair ($18,000), Compensation Chair ($12,000), Nominating Chair ($10,000); payable in cash or restricted stock (FY2025 paid in cash) .
Performance Compensation
| Award Type | Grant Date | Quantity | Grant‑Date Fair Value ($) | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|---|---|
| Restricted Stock | May 16, 2024 | 18,028 shares | 98,253 | 100% on May 16, 2025 | N/A | N/A |
| Stock Options | Jun 18, 2024 | 125,000 options | 332,407 | Equal quarterly installments over 10 fiscal quarters | $4.31 | 10 years |
- Holdings at March 31, 2025: options to purchase 220,000 shares, 145,000 vested; RSUs 18,028 unvested at March 31, 2025 (these RSUs later vested in full on May 16, 2025) .
- Director equity awards are time‑based; no director‑specific performance metrics disclosed (company performance metrics pertain to executive compensation, not directors) .
Other Directorships & Interlocks
| Company | Type | Role | Dates | Notes/Interlocks |
|---|---|---|---|---|
| EdgeCortix Inc. | Private tech (semiconductor) | Director | Since Mar 2021 | External tech board exposure |
| Genesis Land Development Corp. | Public (OTCMKTS: GNLAF) | Director; Chairman | 2012–May 2019; Chair Sept 2012–May 2019 | Real estate governance |
| Determine, Inc. | Public (formerly Nasdaq: DTRM) | Director; Chairman; CEO | 2010–2019; Chair 2013–2019; CEO Aug–Dec 2013 | Enterprise software board/operating role |
| Trans World Corporation | Public (formerly OTCQB: TWOC) | Director; Chairman | 2013–2018; Chair 2014–2018 | Hospitality/gaming oversight |
| Spark Networks, Inc. | Public (OTCMKTS: LOVLQ) | Director | Nov 2015–Nov 2017 | Consumer internet governance |
| Bosun Asset Management, LLC | Private | President | Current | Asset manager role |
| Vajra Asset Management, LLC | Private | Managing Partner | Current | Investment firm role; fund holds AIOT shares via Vajra Fund I, L.P. |
Expertise & Qualifications
- CEO experience across multiple companies; operating and executive leadership skills highlighted by the Board as core qualifications .
- Legal and business education (MBA/JD) enhances governance and oversight competency .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Components |
|---|---|---|---|
| Michael Brodsky | 508,706 | * (<1%) | Includes 76,000 shares held by Vajra Fund I, L.P.; and 157,500 options exercisable within 60 days of July 25, 2025 |
- RSUs: 18,028 unvested at March 31, 2025 (vested May 16, 2025) .
- Options: 220,000 outstanding; 145,000 vested at March 31, 2025 .
- Pledging/Hedging: No pledging or hedging disclosures specific to directors identified in the proxy; Code of Ethics and related‑party policy aim to deter conflicts and require review by the Audit Committee .
Governance Assessment
- Strengths:
- Independent Chair structure with clear separation from CEO; multiple committee memberships indicate engagement .
- Board/committee activity: Audit met 11x; Comp met 4x; Board met 20x; Brodsky attended >75% of meetings .
- Independence affirmed under Nasdaq; prior Lead Independent Director tenure underscores governance continuity .
- Watch‑items / RED FLAGS:
- Nominating Committee held 0 meetings in FY2025 despite Board reconstitution—may signal limited formal activity in director recruitment/governance processes .
- Director election support for Brodsky: 63,932,221 For vs. 17,991,582 Withheld (with 18,721,731 broker non‑votes), indicating a notable withheld vote tally that investors should monitor for governance sentiment .
- Related‑party sensitivity: Fund affiliation (Vajra Fund I, L.P.) holds company shares; while disclosed, ongoing scrutiny of potential conflicts and voting/alignment is prudent .
Say‑on‑Pay & Shareholder Feedback
| Item | 2025 Outcome | Prior Benchmark |
|---|---|---|
| Say‑on‑Pay Vote | For: 55,080,716; Against: 19,916,978; Abstain: 6,926,109; Broker Non‑Votes: 18,721,731 | 2024 Say‑on‑Pay approval: 77.5% of votes cast |
- Compensation Committee changes and consultant engagement (Korn Ferry in FY2025; FW Cook for FY2026) reflect responsiveness to shareholder feedback and evolving governance practices .
Compensation Committee Analysis (Context)
- Peer group adjusted in April 2025 to better reflect size and business mix; advisory consultant involvement supports governance rigor .
- Executive (not director) pay metrics emphasize adjusted EBITDA, revenue growth, cash from organic operations (annual bonus), and performance‑based equity tied to organic revenue growth and EBITDA margin/less SBC; helpful for assessing overall pay‑for‑performance culture under Brodsky’s Chair leadership .
Related Party Transactions
- Audit Committee oversees related‑party transactions; policy prohibits conflicts; no transactions >$120,000 involving Brodsky disclosed since April 1, 2024. A PCM warrant was issued in lieu of director compensation to Andrew Martin due to PCM policies (Board‑approved), unrelated to Brodsky’s compensation .
Key investor signals: Independent Chair; active Audit/Comp committees; notable withheld votes on Brodsky’s re‑election; zero Nominating Committee meetings; transparent disclosure of fund‑related beneficial holdings. Maintain focus on director engagement in nominations and on shareholder vote trends.