Michael Powell
About Michael Powell
Michael Powell is Chief Innovation Officer at Powerfleet (Nasdaq: AIOT) and has served in this role since January 2025; he is 48 years old and was most recently Chief Technology Officer at SEKO Logistics from August 2018 to December 2024 . During fiscal 2025, Powerfleet executed transformative M&A (MiX Telematics combination and Fleet Complete acquisition), grew revenue 26% to $362.5 million, and increased adjusted EBITDA 65% to $71 million with ~20% margin, providing a constructive backdrop for innovation-led execution under Powell’s remit . The company ended fiscal 2025 with adjusted liquidity of $41.9 million, ahead of target, supporting ongoing platform investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SEKO Logistics | Chief Technology Officer | Aug 2018 – Dec 2024 | Led technology and innovation at a leader in end-to-end global logistics |
External Roles
No external public-company board roles or committee positions for Powell were disclosed in the DEF 14A reviewed; his executive bio lists SEKO Logistics and prior innovation leadership but no directorships .
Fixed Compensation
Powell was not a named executive officer (NEO) for fiscal 2025; the proxy provides detailed salary/bonus disclosures only for NEOs (CEO, CFO, and CCDO), so Powell’s base salary, target bonus, and actual cash bonus for fiscal 2025 are not disclosed in the filing .
Performance Compensation
Powell’s individual equity/cash incentive design is not itemized in the proxy (he was not an NEO in fiscal 2025). The company’s disclosed executive incentive structures for fiscal 2025 (NEOs) are below for context.
- FY2025 Global Bonus Plan (NEOs): metrics and weights; NEOs earned 100% of target for fiscal 2025 .
| Metric (FY2025 GBP – NEOs) | Weighting | Company Payout Result |
|---|---|---|
| Revenue growth | 30% | 100% of target payout for NEOs |
| Adjusted EBITDA | 50% | 100% of target payout for NEOs |
| Cash position from organic operations | 20% | 100% of target payout for NEOs |
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Notes on definitions (company-wide plan disclosure): Adjusted EBITDA excludes items including stock-based comp and certain acquisition-related and restructuring costs; “cash position from organic operations” excludes borrowings from the additional Hapoalim facility and other capital events .
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FY2026 LTIP design (NEOs): 66.7% of annual LTIP allocated to performance-based restricted stock; metrics will vest over three years based on (i) organic revenue growth, (ii) adjusted EBITDA less stock-based compensation per share growth, and (iii) relative total shareholder return; goals set at the beginning of the three-year performance period .
| LTIP Metric (FY2026 – NEOs) | Measurement Period | Vesting Modality |
|---|---|---|
| Organic revenue growth | 3 years | Performance-based restricted stock, 66.7% of LTIP |
| Adj. EBITDA less SBC per share growth | 3 years | Performance-based restricted stock |
| Relative total shareholder return (TSR) | 3 years | Performance-based restricted stock |
Important: Powell’s participation parameters (targets, weights, or award sizes) were not disclosed; GBP and LTIP details above are the company’s NEO program design and results .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Shares beneficially owned (as of July 25, 2025) | 79,114 shares |
| Ownership as % of shares outstanding | <1% (“*” denotes less than 1%) |
| Shares outstanding used for computation | 133,443,292 (as of July 25, 2025) |
- Insider trading and ownership policies: The company maintains an insider trading policy (filed as an exhibit to the Annual Report) and requires compliance with disclosed stock ownership and trading policies; the nominating policy references compliance with stock ownership/trading guidelines for directors, and the proxy reiterates the insider trading policy for all personnel .
- Clawback: Dodd-Frank-compliant clawback policy adopted November 30, 2023; recovery on a “no-fault” basis of erroneously awarded incentive compensation to current/former executive officers for the three completed fiscal years preceding a required restatement .
Employment Terms
- Employment agreement: “The Company has not entered into employment agreements with any of its executive officers,” indicating no individual employment contract for Powell .
- Severance/change-in-control: Specific severance arrangements disclosed for CEO and CFO; none was disclosed for Powell . Under the 2018 Plan, equity awards for participants have double-trigger vesting upon a change in control if terminated without cause or for good reason within one year (options and restricted stock vest; performance awards determined by original goals) .
- Definitions: “Good Reason” (for plan purposes) generally includes material adverse role change, material reduction in salary/target bonus, or relocation >50 miles after a change in control, subject to notice and cure provisions (plan language) .
- Perquisites: Company states perquisites are very limited and not a significant compensation element .
- Clawback: See policy summary above .
Performance & Track Record (Company context during Powell’s tenure)
| Indicator (FY2025) | Result |
|---|---|
| Revenue | $362.5 million; up 26% YoY |
| Adjusted EBITDA | $71 million; up 65% YoY; ~20% margin |
| Liquidity | Adjusted liquidity $41.9 million at year-end, $1.8 million ahead of target (excludes additional Hapoalim facility) |
| Strategic execution | Completed MiX combination and Fleet Complete acquisition; ~$16 million annualized cost synergies realized |
Say-on-Pay & Shareholder Feedback
| Annual Meeting Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2023 (July 20, 2023) | 19,504,446 | 6,433,815 | 1,189,945 | 3,584,814 |
| 2024 (Sept 17, 2024) | 54,702,100 | 15,860,654 | 2,913,501 | 12,589,794 |
- Compensation Committee updates (proxy 2025): Adjusted peer group; implemented FY2025 GBP (Adj. EBITDA, revenue, and cash from organic ops) and awarded 100% target bonuses for NEOs; 66.7% of LTIP in performance-based restricted stock with profitability and growth metrics; 2026 LTIP to add 3-year relative TSR .
Related Party and Governance Notes
- Related party: Issued a PCM Warrant in April 2025 with vesting terms aligned to non-employee director options; Andrew Martin is a limited partner of the relevant PCM affiliate; this replaced a stock option grant to Martin for FY2025 service .
- Audit and ethics: Code of Ethics applies to senior finance leadership; audit committee pre-approves all auditor services; insider trading policy is filed as an exhibit to the Annual Report .
Investment Implications
- Alignment: Powell owns 79,114 shares (<1% of outstanding), providing some alignment but not a concentrated stake; the company has a Dodd-Frank clawback and an insider trading policy, which supports governance discipline .
- Retention risk: Absence of individual employment agreements for executives (including Powell) and no disclosed bespoke severance may increase mobility risk, though double-trigger equity vesting applies under the 2018 Plan to participants upon change-in-control-related terminations .
- Incentive design: Company-wide NEO incentives emphasize profitability (adjusted EBITDA) and cash discipline alongside revenue growth; FY2025 paid at 100% of target for NEOs. FY2026 LTIP adds multi-year organic growth and relative TSR, signaling stronger pay–performance alignment if Powell participates similarly .
- Execution context: FY2025 performance improved meaningfully post-transformative M&A, which strengthens the setup for innovation initiatives under Powell; continued delivery on synergy and profitable growth targets would be a positive leading indicator for incentive realizations and talent retention .
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