{"url_path":"/sec/aiot/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1774170/0001493152-26-037165-index.html","accession_number":"0001493152-26-037165","cik":"0001774170","ticker":"AIOT","issuer_name":"Powerfleet, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1774170/0001493152-26-037165-index.html","primary_entity_key":"0001774170","primary_entity_name":"Powerfleet, Inc."},"word_count":969,"has_tables":true,"body_markdown":"**Item\n5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nOn\nAugust 9, 2026, the Board of Directors (the “Board”) of Powerfleet, Inc. (the “Company”) appointed Paul Lalljie\nto serve as President and Chief Financial Officer of the Company, effective as of August 11, 2026, succeeding David Wilson, whose employment\nas Chief Financial Officer was terminated effective as of the close of business on August 10, 2026.\n\n \n\nMr.\nLalljie, 53, previously served at 2U, Inc., a formerly Nasdaq-listed online education platform company, from 2019 to 2024, initially\nas Chief Financial Officer and subsequently as Chief Executive Officer. Earlier in his career, Mr. Lalljie spent approximately 18 years\nat Neustar, Inc., a provider of real-time information services, including nearly a decade as Executive Vice President and Chief Financial\nOfficer. Mr. Lalljie currently serves as an independent director and Chair of the Audit Committee of Twenty One Capital, Inc. (NYSE:\nXXI), a Bitcoin-focused operating company, as a Supervisory Board member and Chair of the Audit Committee of Bitdefender, a private cybersecurity\nsolutions company, and as a Trustee of Catholic International University.\n\n \n\nIn\nconnection with Mr. Lalljie’s appointment as Chief Financial Officer, the Company entered into an employment offer letter (the\n“Offer Letter”) with Mr. Lalljie setting forth the terms of his employment and initial compensation. In accordance with the\nOffer Letter, Mr. Lalljie will receive a base salary of $475,000 per year and will be eligible to receive an annual bonus in an amount\nup to 85% of his base salary, subject to the terms of the Company’s Global Bonus Plan, as approved annually by the Compensation\nCommittee of the Board. Mr. Lalljie will also receive a one-time cash sign-on bonus of $100,000, which is subject to repayment\nin the event Mr. Lalljie’s employment terminates for cause or without good reason within 18 months, and the following\none-time equity awards, which will become effective as of Mr. Lalljie’s start date:\n\n \n\n(i)an\naward of 225,000 restricted stock units under the Company’s 2018\nIncentive Plan, as amended (the “Plan”), vesting in equal installments on each\nof the first three anniversaries of the grant date, subject to Mr. Lalljie’s continued\nemployment with the Company on each such date; and\n\n \n\n(ii)a\ntarget award of 225,000 performance-based restricted stock units under\nthe Plan, subject to Mr. Lalljie’s continuous employment through March 31, 2029 (the\n“Performance Period”), which vest based on the Company’s stock price performance\nduring the Performance Period.\n\n \n\nVesting\nof the foregoing one-time equity awards is accelerated with respect to 50% of each award (if greater than the then-vested\nportion) in the event Mr. Lalljie’s employment terminates for cause or for good reason in connection with a change in control.\n\n \n\nThe\nCompany also entered into a severance agreement (the “Severance Agreement”) with Mr. Lalljie, which, among other things,\nentitles Mr. Lalljie to (i) cash payments in an amount equal to 1.5x (or 2x in the event of a Trigger Event (as defined below) occurring\nfollowing a change in control, as defined in the Severance Agreement) his base salary, (ii) a waiver of any remaining portion of Mr.\nLalljie’s healthcare continuation payments under COBRA for the 12-month severance period, (iii) accelerated vesting of equity awards\ngranted to Mr. Lalljie on a pro-rated basis, and (iv) a lump sum payment equal to 1.5x (or 2x in the event of a Trigger Event occurring\nfollowing a change in control) the amount of any bonus that would have otherwise been paid to Mr. Lalljie for the fiscal year during\nwhich Mr. Lalljie is terminated, each in the event that the Company terminates his employment without cause or Mr. Lalljie leaves the\nCompany for good reason, as described in the Severance Agreement (collectively referred to herein as a “Trigger Event”).\nUnder the Severance Agreement, Mr. Lalljie’s receipt of these benefits is subject to his execution and delivery of a general release\nagreement to the Company within 45 days after the applicable Trigger Event occurs.\n\n \n\n \n\n \n\n \n\nIn\naddition, Mr. Lalljie entered into a Confidentiality, Assignment of Contributions and Inventions, Non-Competition, and Non-Solicitation\nAgreement (the “Covenants Agreement”) with the Company, pursuant to which Mr. Lalljie agreed to customary covenants regarding\nconfidentiality, assignment of inventions, non-competition and non-solicitation.\n\n \n\nIn\nconnection with Mr. Wilson’s departure, the Company entered into a separation agreement (the “Separation Agreement”)\nwith Mr. Wilson. Pursuant to the Separation Agreement, Mr. Wilson will receive (i) a lump-sum severance payment of $224,460, less applicable\ntaxes and withholdings, equivalent to 26 weeks of his base salary, (ii) a lump-sum payment of $121,731.65, less applicable taxes and\nwithholdings, equivalent to a pro-rated portion of Mr. Wilson’s target bonus, and (iii) Company reimbursement of COBRA premiums\nthrough February 28, 2027, subject to Mr. Wilson’s timely election of continuous coverage under COBRA. The Separation Agreement\nalso contains a mutual release of claims, subject to certain exceptions, and confirms that Mr. Wilson’s obligations under his existing\nEmployee Covenants Agreement, including confidentiality and non-disparagement obligations, remain in full force and effect.\n\n \n\nIn\naddition, the Company entered into a Consultancy Services Agreement (the “Consulting Agreement”) with Mr. Wilson,\npursuant to which Mr. Wilson will provide consulting services to the Company for an initial term of 90 days, subject to successive\none-month renewals. Under the Consulting Agreement, Mr. Wilson will receive a consulting fee of $37,410 per month.\n\n \n\nThe\nforegoing descriptions of the Offer Letter, the Severance Agreement, the Covenants Agreement,\nthe Separation Agreement and\nthe Consulting Agreement do not purport to be\ncomplete and are qualified in their entirety by reference to the full text of each of the Offer Letter, the Severance Agreement, the\nCovenants Agreement, the\nSeparation Agreement and the Consulting Agreement, copies\nof which are filed as Exhibits 10.1, 10.2, 10.3, 10.4\nand 10.5, respectively,\nto this Current Report on Form 8-K and incorporated herein by reference."}