Michael McConnell
About Michael McConnell
Independent director since April 2, 2024, serving as Audit Committee Chair and the Board’s “audit committee financial expert.” Age 59, with a B.A. from Harvard University and an MBA from the University of Virginia Darden School of Business. Prior roles include Managing Director at Shamrock Capital Advisors for 14 years and extensive public company board experience across technology and software sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shamrock Capital Advisors | Managing Director | 14 years | Led private investment firm; operating/financial expertise |
| Guidance Software, Inc. | Director | Apr 2016–2017 (sold) | Forensic security; sale execution oversight |
| SPS Commerce, Inc. | Director | 2018–2019 | Cloud supply chain; governance contributions |
| Vonage Holdings Corp. | Director | 2019–July 2022 (sold) | Cloud communications; strategic transaction oversight |
| QuickFee | Director | Not specified | Online payments/lending exposure |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| Adacel Technologies Limited | Chairman; Director | Director since 2017 | Air traffic management systems; currently Chairman |
| OneSpan Inc. (Nasdaq: OSPN) | Director | Current | Security/identity/e-signature and digital workflow |
Board Governance
- Independence: The Board determined McConnell is independent under Nasdaq rules; he serves on Audit, Compensation, and Nominating Committees .
- Committee roles:
- Audit Committee: Chair and audit committee financial expert; committee held 11 meetings in FY ended Mar 31, 2025 .
- Compensation Committee: Member; committee held 4 meetings .
- Nominating Committee: Member; no meetings held in FY 2025 .
- Attendance: Board held 20 meetings; each director attended >75% of Board/committee meetings during periods served in FY ended Mar 31, 2025 .
| Committee | Membership | Chair | Meetings (FY ended Mar 31, 2025) |
|---|---|---|---|
| Audit | Brodsky, Jacobs, McConnell | McConnell | 11 |
| Compensation | Brodsky, Jacobs, Martin, McConnell | Martin | 4 |
| Nominating | Brodsky, Jacobs, Martin, McConnell | Jacobs | 0 |
Fixed Compensation
| Component (FY ended Mar 31, 2025) | Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director program | $87,500 |
| Audit Chair supplemental retainer | Additional annual fee | $18,000 |
| Total cash paid (McConnell) | Aggregate retainers | $105,500 |
| Restricted stock grant | 18,028 shares granted 5/16/2024; vested 5/16/2025 | $98,253 fair value |
| Options grant | 125,000 options granted 6/18/2024 | $332,407 fair value |
Notes:
- Non-employee director compensation program targets ~$175,000 total value (cash $87,500; restricted stock ~$87,500). Directors can elect cash or restricted shares for the cash retainer; McConnell elected cash in FY 2025 .
- Restricted stock awards vest 100% on the first anniversary of grant (May 16, 2025) .
- No retirement, benefit, or perquisite programs for non-employee directors .
Performance Compensation
| Equity Award | Grant Date | Quantity | Terms |
|---|---|---|---|
| Stock options | 6/18/2024 | 125,000 | Exercise price $4.31; 10-year term; vest in equal installments on last day of each fiscal quarter over 10 quarters; service-contingent; 50,000 vested as of 3/31/2025 |
| Restricted stock | 5/16/2024 | 18,028 | Vests 100% on first anniversary (5/16/2025) |
No director-specific performance metrics (e.g., TSR, EBITDA) disclosed for McConnell’s director compensation; awards are time/tenure-based .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| OneSpan Inc. (OSPN) | Director | OneSpan added to AIOT’s FY 2026 compensation peer group; McConnell sits on Compensation Committee—investors may assess independence of peer selection and benchmarking rigor |
| Adacel Technologies | Chairman | No related-party transactions disclosed with AIOT |
No related-party transactions involving McConnell reported since April 1, 2024; PCM warrant issuance relates to Andrew Martin’s compensation policy, not McConnell .
Expertise & Qualifications
- Audit committee financial expert; chairs Audit Committee; strong financial oversight credentials .
- Extensive operating, investment, and board experience across technology/software sectors; prior Managing Director at Shamrock Capital Advisors (14 years) .
- Education: B.A., Harvard University; MBA, UVA Darden School of Business .
Equity Ownership
| Metric | As of Mar 31, 2025 | As of Jul 25, 2025 |
|---|---|---|
| Options exercisable (within 60 days) | 50,000 vested (of 125,000 granted) | 62,500 exercisable within 60 days |
| Unvested restricted shares | 18,028 unvested (vested 5/16/2025) | — |
| Total beneficial ownership (shares) | — | 80,528 (includes 62,500 options exercisable within 60 days) |
| Ownership % of outstanding | — | <1% |
No pledging/hedging disclosures for McConnell noted; insider trading policy applies company-wide .
Governance Assessment
- Strengths: Independent director; Audit Chair and designated audit committee financial expert; participates on all three key committees (Audit, Compensation, Nominating). Board and committee cadence is robust (20 Board meetings; 11 Audit), with >75% attendance for all directors, indicating engagement .
- Compensation alignment: Director pay mix balanced between cash and equity; time-based vesting and modest chair retainer support alignment without overly risk-seeking incentives; no perquisites or retirement benefits for non-employee directors .
- Audit oversight signals: McConnell chaired during auditor transition from EY to Deloitte amid previously disclosed material weaknesses. Continued oversight of remediation and controls is key; Deloitte audit fees FY 2025 $3.75M reflect depth of scope .
- Potential watch items:
- Peer group interlock: OneSpan (where McConnell is a director) added to FY 2026 comp peer group, while McConnell sits on Compensation Committee; investors may scrutinize peer selection independence and target positioning .
- Section 16 timeliness: McConnell filed a late Form 4 for a May 16, 2024 transaction; isolated timeliness issue noted in proxy .
- Overall: Governance structure—separate Chair/CEO roles, independent majority, active Audit leadership—supports board effectiveness. No related-party transactions involving McConnell disclosed; director equity ownership is small relative to float, but option and RS awards provide some alignment .