Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 4, 2023, the Company announced that David Wilson was appointed as the Chief Financial Officer of the Company, effective as of January 4, 2023.

David Wilson, 55, joins Powerfleet from NSONE, Inc. ("NS1"), a leading provider of next generation managed Domain Name System services, where he served as the Chief Financial Officer from May 2020 to December 2022. Prior to NS1, Mr. Wilson held Chief Financial Officer roles at Symphony Communication Services, LLC, an encrypted communication software company, from July 2017 to October 2019 and Ooyala Inc., a leading provider of online video services, from September 2013 to July 2017.

In connection with Mr. Wilson's appointment as CFO, the Company entered into an employment offer letter (the "Offer Letter") with Mr. Wilson setting forth the terms of his employment and compensation. In accordance with the Offer Letter, Mr. Wilson will receive a base salary of $350,000 per year and will be eligible to receive an annual bonus in an amount up to 75% of his base salary, which will be aligned with pre-determined Company financial goals.

The Company's board of directors (the "Board") also approved the following equity grants to Mr. Wilson, effective as of his appointment as CFO:



  (i) 75,000 restricted shares of common stock, under the Company's 2018 Incentive
      Plan, as amended, which vests as to 25% of such shares on each of the first,
      second, third and fourth anniversaries of the date of grant, provided that
      Mr. Wilson is employed by the Company on each such date;



  (ii) as an inducement material to Mr. Wilson's entering into employment with the
       Company, options to purchase 130,000 shares of the Company's common stock
       at an exercise price of $3.00 per share, which will have a term of 10 years
       and will vest as to 25% of such options on each of the first, second, third
       and fourth anniversaries of the date of grant, provided that Mr. Wilson is
       employed by the Company on each such date; and



  (iii) as an inducement material to Mr. Wilson's entering into employment with
        the Company, options to purchase 275,000 shares of the Company's common
        stock at an exercise price of $3.00 per share, which will have a term of
        10 years and will vest in full if the volume weighted average price of the
        Company's common stock during a consecutive 60 trading day period reaches
        $12.00 per share, provided that Mr. Wilson is employed by the Company on
        such date.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which was previously filed as Exhibit 10.1 to the Original Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.



Exhibit No.   Description
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

© Edgar Online, source Glimpses