What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-05-09 compared with 2023-03-31 · 894 added, 204 removed, 119 unchanged (90% of the section changed)

34 unchanged sentences

our internal control over financial reporting described below.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be

prevented or detected on a timely basis.

Management has concluded that material weaknesses existed as of December 31, 2022 with

respect to the following:

were not designed or operating effectively to ensure that the standalone selling prices (SSP), used to determine the appropriate allocation

of revenue in multiple element arrangements, was appropriate.

Determining SSP involves management judgment, considering among other factors

the adjusted market assessment or the expected cost-plus margin, and management did not review timely the analysis of SSP or the underlying

data supporting the analysis.

were not designed or operating effectively to ensure that the costs capitalized for internal use software were appropriate.

Specifically,

these controls did not provide for adequate review or documentation of the amounts capitalized and the related phase of the project.

Furthermore, controls were not designed or operating effectively to ensure that the costs for software to be sold, leased or marketed

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

Management has concluded that material weaknesses existed as of December 31, 2023 with respect to the

were not designed or operating effectively to ensure that the standalone selling prices (SSP), used to

determine the appropriate allocation of revenue in multiple element arrangements, was appropriate.

Determining SSP involves

management judgment and management did not review timely the analysis of SSP or the underlying data supporting the

Controls were not designed or operating effectively to ensure that the costs capitalized for internal use software

were appropriate.

Specifically, these controls did not provide for adequate review or documentation of the amounts capitalized and

when projects met technological feasibility.

Specifically, these controls did not provide for adequate review or documentation of the amounts capitalized, the related

phase of the project and when projects should begin amortization.

Furthermore, controls were not designed or operating effectively to

ensure that the costs for software to be sold, leased or marketed were appropriate.

Specifically, these controls did not provide for adequate

review or documentation of the amounts capitalized, when projects met technological feasibility and when projects should begin amortization.

Controls were not designed or operating effectively to

ensure that the completeness, measurement and valuation of acquired assets and liabilities assumed in connection with the Movingdots

acquisition was appropriate.

Specifically, these controls did not provide for adequate review or documentation of the amounts

recorded and management did not timely review the subsequent adjustments to the provisional amounts recorded or the underlying data

supporting the valuation of the acquired intangible.

Controls were not designed or operating effectively to

ensure that the annual measurement and valuation of the Company’s reporting unit, prepared in connection with its annual

goodwill impairment analysis, was appropriate.

Specifically, these controls did not provide for adequate and timely review or

documentation of the projected financial information and valuation assumptions used in the annual analysis.

over the financial statement close process were not designed or operating effectively to ensure the appropriate level of management

1 unchanged sentence

of key reports.

material weaknesses did not result in any restatements of consolidated financial statements previously reported by us, there were no changes

in previously released financial results and management concluded that the consolidated financial statements included in this report

present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented, in

conformity with accounting principles generally accepted in the United States.

have begun to develop remediation plans for the material weaknesses as described below:

Implementing of a new enterprise resource planning (ERP) system

external resources to support its efforts to rework certain control gaps across the various processes in Israel and the U.S.

identified deficiencies

enhanced documentation associated with management review controls and validation of the completeness and accuracy of key reports in

Israel and the U.S.

Training of relevant personnel

reinforcing existing policies and enhanced policies with regards to the appropriate steps and procedures required to be performed

related to the execution and documentation of internal controls

independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form

Furthermore, the primary ERP had ineffective information technology general controls in the

area of user access and change management over key information technology (“IT”) systems that support the financial reporting

As a result, the related U.S.

process-level IT dependent controls and application controls were also ineffective.

Controls were not designed or operating effectively to

ensure that the accounting treatment for the measurement and valuation of the convertible redeemable preferred stock were

appropriately calculated.

Specifically, these controls did not provide for adequate review of the amounts recorded and management

did not review timely the subsequent accretion of the preferred shares to the redemption value.

This material weakness also existed in prior periods.

disclosed in the Explanatory Note to this Form 10-K and Note 2 to our consolidated financial statements, we are restating the prior

year financial statements for the years ending December 31, 2021 and 2022 and each of the interim periods during fiscal 2022 and

2023 for the accounting for the redemption premium associated with the Series A Preferred Stock.

As part of the restatement process,

we are also correcting other unrelated immaterial errors that were previously either unrecorded or recorded as out-of-period

still considering the full extent of the procedures to implement in order to remediate the material weaknesses described above.

As part of the business combination with MiX Telematics, we expect to migrate our central corporate accounting

function to MiX Telematics’ central corporate accounting function and team.

Benefits from this migration will include:

Implementation of a new ERP system

Access to a larger and highly qualified team

Mature internal risk team who are responsible for ensuring systems, process and controls are clearly documented and widely understood

and followed throughout the organization

Additionally, our current remediation plan includes:

external resources to support its efforts to rework certain control gaps across the various processes in Israel and the United

States with identified deficiencies

enhanced documentation associated with management review controls and validation of the completeness and accuracy of key reports

in Israel and the United States

of relevant personnel reinforcing existing policies and enhanced policies with regards to the appropriate steps and procedures required

to be performed related to the execution and documentation of internal controls

independent registered public accounting firm that audited the consolidated financial statements included in this Form

10-K, Ernst & Young LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting which

appears in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

appears in Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

in Internal Control over Financial Reporting

was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during

the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

for the material weaknesses identified during the fourth quarter of the year ended December 31, 2023 related to measurement and

valuation of acquired assets and liabilities assumed in connection with the Movingdots acquisition, the annual measurement and

valuation of the Company’s reporting unit, controls over the financial statement close process, specifically that the primary

ERP had ineffective IT general controls in the area of user access and change management over key IT systems that support the financial reporting processes, and the measurement and valuation of the

convertible redeemable preferred stock, there were no other changes in our system of internal control over financial reporting (as

defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2023 that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

Other Information

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

Company incorporates by reference herein information to be set forth in its definitive proxy statement for its 2023 annual meeting of

stockholders that is responsive to the information required with respect to this Item 10;

provided , however , that such

information shall not be incorporated herein:

if the information that

is responsive to the information required with respect to this Item 10 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such

120-day period.

About Our Directors and Executive Officers

table below sets forth the names and ages of our directors and executive officers as of May 1, 2024, as well as the position(s) and

office(s) with Powerfleet held by those individuals.

A summary of the background and experience of each of those individuals is set forth

after the table.

Executive Officer and Director

and Chairman of the Board of Directors

Andrew Martin

OFFICERS WHO ARE NOT DIRECTORS:

Product Officer

Corporate Development Officer

Operating Officer

Customer Officer

Revenue Officer

Financial Officer and Corporate Secretary

Technology Officer

Towe has served as our Chief Executive Officer and a director of Powerfleet since January 2022.

Towe also serves on

the board of directors of I.D.

Systems and Powerfleet Israel, each of which is our wholly owned subsidiary.

Towe has over 20 years

of experience in senior leadership positions for global software companies and previously served as President and Chief Operating Officer

of Aptos, Inc., a global leader of unified commerce solutions in the retailer enterprise SaaS market, from 2016 to December 2021.

Towe has vast knowledge of the IoT industry, having served from 2011 to 2016, as the Chief Commercial Officer of Masternaut, a global

telematics provider.

Before his tenure at Masternaut, Mr.

Towe served as Managing Director, from 2006 to 2011, and Director of Group

Operations, from 2002 to 2006, of Cybit Ltd, a market consolidating data company, and was a founding member and senior executive of Fleetstar

Information Systems, the fleet management subsidiary of the Trafficmaster Group, from 2001 to 2002.

Towe’s early career was

spent in numerous leadership roles for global retailer WH Smith.

Towe’s qualifications to serve on our board of directors include his years of experience scaling high value, global technology

organizations.

In addition, Mr.

Towe’s role as our Chief Executive Officer provides our board of directors with invaluable insight

into our management and daily operations.

Brodsky has served as a director of Powerfleet since June 2014, as Chairman of our board of directors since

December 2016 and as a director of Pointer since October 2019.

Previously, Mr.

Brodsky was the Lead Director of our board of

directors from June 2014 until December 2016.

Brodsky is the President of Bosun Asset Management, LLC, an asset management firm

and he co-founded and was the Chief Executive Officer of Options Solutions, LLC, a specialized asset manager, until it was acquired

by Bosun in October 2023.

Brodsky is the Managing Partner of Vajra Asset Management, LLC, an investment firm.

Brodsky also currently serves on the board of directors of EdgeCortix Inc., a firm specializing in

semi-conductor technology, since March 2021.

Previously, Mr.

Brodsky served on the board of directors of Genesis Land Development

Corporation (OTCMKTS:

GNLAF), a residential land developer and homebuilder, from 2012 to May 2019, including as Chairman from

September 2012 to May 2019, on the board of directors of Determine, Inc.

(formerly Nasdaq:

DTRM), a provider of contract management,

procurement and sourcing software, from October 2010 until its sale in April 2019, including as Chairman from August 2013 to April

2019 and as Chief Executive Officer from August 2013 until December 2013, on the board of directors of Trans World Corporation

(formerly OTCQB:

TWOC), an owner and operator of hotels and casinos throughout Europe, from September 2013 until its sale in March

2018, including as Chairman from June 2014 to March 2018, and on the board of directors of Spark Networks, Inc.

collection of niche-oriented community websites, from November 2015 until its sale in November 2017.

Brodsky holds a B.A.

from Syracuse University, an M.B.A.

from the Kellogg School of Management at Northwestern University, and a J.D.

from Northwestern

University Pritzker School of Law.

Brodsky possesses extensive business, operating and executive expertise.

Among other things, Mr.

Brodsky has served as the Chief Executive

Officer of several companies and possesses skills in executive management and leadership.

We believe Mr.

Brodsky’s management and

leadership skills and experience as a member of the board of directors of various companies enable him to be an effective contributing

member of our board of directors.

Jacobs joined our board of directors upon consummation of the MiX Combination on April 2, 2024.

Jacobs has served

as a director of MiX Telematics (formerly NYSE:

MIXT) since 2016, including as Chairperson since November 2022.

From 1997 to 2002, Mr.

Jacobs worked as a research analyst at Schroders, Sidoti & Co.

(now SIDOTI & Company) and Goldman Sachs & Co.

joined Berkshire Hathaway Inc.

where he worked on investment research and other projects under Warren Buffett until 2009.

Jacobs left Berkshire Hathaway Inc.

to form 402 Capital LLC, a private investment fund, where he has since served as the managing member.

Jacobs earned his undergraduate degree from Yeshiva University and an M.B.A.

from Columbia University.

his extensive experience with, and knowledge of the business and operations of, MiX Telematics and business experience with various investment

Jacobs brings a wealth of managerial and financial expertise to our board.

We believe Mr.

Jacobs’ leadership skills,

expertise in finance and investment, and insight into MiX Telematics’ business enable him to be an effective contributing member

of our board of directors.

Martin joined our board of directors in April 2024.

Martin serves as a Partner and member of the investment research

team at Private Capital Management, LLC (“PCM”), an investment firm.

Martin joined PCM in 2013 from the hedge fund unit

Capital, LLC, an alternative investment firm, where he was a senior research analyst focused primarily on industrials, business

services and special situation investments.

Martin previously was the Director of Research at Polen Capital Management, LLC, a global

asset manager, where he helped develop and direct the firm’s research process.

Martin has previously worked at Fine Capital

Partners, Sanford C.

Bernstein & Co., LLC, and Credit Suisse First Boston, as well as Arthur Andersen LLP, while earning a CPA license.

He earned a B.S.

degree in Applied Economics and Business Management from Cornell University and an M.B.A.

from Columbia University.

his extensive experience in investment research and serving in leadership roles at multiple investment firms, Mr.

Martin brings substantial

leadership and financial expertise to our board.

We believe Mr.

Martin’s experience guiding long-term growth and navigating complex

market dynamics enables him to be an effective contributing member of our board of directors.

McConnell joined our board of directors upon consummation of the MiX Combination on April 2, 2024.

McConnell currently

serves as Chairman of Adacel Technologies Limited, a developer of air traffic management systems and technology, and has served as a

member of its board of directors since 2017.

He also serves as a member of the board of directors of OneSpan Inc.

OSPN), a provider

of security, identity, e-signature and digital workflow solutions.

McConnell has previously served on the boards of Vonage Holdings

(formerly Nasdaq:

VG), a cloud communications provider, from 2019 through its sale in July 2022, SPS Commerce, Inc.

a provider of cloud-based supply chain management services, from 2018 through 2019, Spark Networks, Inc.

LOVLQ), a collection

of niche-oriented community websites, where he also served as interim Executive Chairman and Chief Executive Officer during 2014, and

QuickFee, a provider of online payment and lending solutions.

He has also served on numerous other public and private company boards

in the United States, Australia, New Zealand and Ireland.

Prior to his services as a board member of these public and private companies,

McConnell served as the Managing Director of Shamrock Capital Advisors, a private investment company, for 14 years.

degree from Harvard University and an M.B.A.

from the University of Virginia Darden School of Business.

McConnell possesses extensive management, operating, and financial expertise.

We believe his more than two decades of experience

serving in executive roles and on various public and private company boards in multiple industries enables Mr.

McConnell to be an

effective contributing member of our board of directors.

Bates has served as our Chief Product Officer since April 2024.

Prior to joining Powerfleet, Mr.

Bates served as the Executive

Vice President of Marketing and Managing Director of Europe and Middle East of MiX Telematics from July 2020 until the closing of the

MiX Combination in April 2024, and served in various other roles for MiX Telematics from December 2012 to July 2020.

Before joining MiX

Telematics, Mr.

Bates held several managerial positions from within the PSA Peugeot Citroen Group (now Stellantis) in the functions of

sales, marketing, product management, customer success and project management.

Bates earned a Bachelor of Laws degree in the United

Ingram has served as our Chief Corporate Development Officer since April 2024.

From March 2022 to April 2024, she served

as our Chief Transformation Officer.

Prior to joining Powerfleet, Ms.

Ingram worked at Aptos, Inc., serving as the Vice President of

Transformation and Growth from October 2017 to January 2022 and the Vice President of Business Operations (EMEA) from October 2016 to

October 2017.

While at Aptos, Ms.

Ingram led the integration of four acquisitions to expand portfolio areas and support entrance into

new territories, standardized global operations, and spearheaded multi-million-dollar profit improvement programs.

Ingram earned

a Master of Arts (MA Oxon.) degree in Modern History from the University of Oxford.

Lehmann has served as our Chief Operating Officer since November 2022.

Lehmann joined Powerfleet from Kornit Digital

KRNT), a global leader in on-demand sustainable fashion and textile production technologies, where he served as Vice President

– Global Strategic Accounts & Business Development from January 2019 to November 2022 and Vice President – Operations

from October 2014 to January 2019.

Lehmann has over 20 years of experience working in management positions for large-cap, global

public companies within the technology industry.

Lehmann earned a B.Sc.

degree from the Technion – Israel Institute of Technology

and an MBA from the University of Haifa.

Lewis has served as our Chief Customer Officer since April 2024.

Prior to joining Powerfleet, Ms.

Lewis served as the

Executive Vice President of Technology and Managing Director of Central Services Organization of MiX Telematics from May 2001 until the

closing of the MiX Combination in April 2024.

During her tenure at MiX Telematics, Ms.

Lewis was responsible for a number of business

functions, including software and hardware engineering, SaaS operations and support, manufacturing and supply chain, marketing, product

management, business systems, and information technology.

Lewis has more than 20 years of experience in the information technology

and technology services industry.

Lewis earned a Bachelor of Business Science degree with honors in Information Systems from the

University of Cape Town.

Tasker has served as our Chief Revenue Officer since April 2024.

Prior to joining Powerfleet, Mr.

Tasker served as the

Chief Operating Officer of MiX Telematics from 2014 until the closing of the MiX Combination in April 2024 and as a member of MiX Telematics’

board of directors from 2007 to April 2024.

Prior to his tenure at MiX Telematics, Mr.

Tasker founded Datapro, Inc., an internet service

provider and software development company, which was acquired by Control Instruments Group Limited in 1996.

Tasker has more than

25 years of entrepreneurial and management experience working with companies in the technology sector.

Wilson has served as our Chief Financial Officer and Corporate Secretary since January 2023.

Prior to joining Powerfleet,

Wilson served as the Chief Financial Officer of NSONE, Inc., a leading provider of next generation managed Domain Name System services,

from May 2020 to December 2022.

Additionally, Mr.

Wilson has 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.

Wilson earned a Bachelor of Commerce degree in Finance from the University of Birmingham.

See narrative description under the caption “Directors” above.

Zeitunian has served as our Chief Technology Officer since February 2022.

Zeitunian has extensive experience serving

in senior leadership positions for software companies.

Prior to joining Powerfleet, Mr.

Zeitunian served as Vice President of Engineering

at Coupa Software Incorporated (“Coupa”), a global provider of business spend management solutions, from November 2020 to

January 2022, where he led the engineering and applied research teams focusing on the development of Coupa’s supply chain design

and planning SaaS platform.

From July 2017 to November 2020, Mr.

Zeitunian served as the Vice President of Engineering at LLamasoft,

(“LLamasoft”), where he played a critical role in transforming LLamasoft into a provider of SaaS products that led to

its approximately $1.5 billion sale to Coupa in November 2020.

Zeitunian also served as the Senior Director of Software Development

at Thomson Reuters from June 2016 to July 2017, where he drove the production of SaaS products and platforms.

Zeitunian earned his

degree in Computer Science from Oakland University.

Audit Committee, which is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the

Exchange Act, is composed of Messrs.

Brodsky, Jacobs and McConnell, each of whom is independent under Nasdaq Rule 5605(c)(2) and Rule

10A-3 under the Exchange Act.

Board has determined that it has at least one “audit committee financial expert” serving on the Audit Committee.

serves as the audit committee financial expert.

McConnell also serves as the Chairman of the Audit Committee.

Board has adopted a written charter for the Audit Committee, a copy of which is publicly available on our website at https://ir.powerfleet.com/corporate-governance/board-committees.

The Audit Committee’s charter sets forth the responsibilities, authority and specific duties of the Audit Committee and is reviewed

and reassessed annually.

The information on our website is not a part of this Form 10-K.

The charter specifies, among

other things, the structure and membership requirements of the Audit Committee, as well as the relationship of the Audit Committee to

our independent registered public accounting firm and management.

accordance with its written charter, the Audit Committee assists our board of directors in monitoring (i) the integrity of our financial

reporting process including our internal controls regarding financial reporting, (ii) our compliance with legal and regulatory requirements

and (iii) the independence and performance of our internal and external auditors, and serves as an avenue of communication among the

independent registered public accounting firm, management and our board of directors.

have a code of ethics (the “Code of Ethics”) that applies to our Chief Executive Officer, Chief Financial Officer, Chief

Accounting Officer, Controller and Treasurer.

A copy of our Code of Ethics can be found on our website at https://ir.powerfleet.com/corporate-governance/governance-documents.

The Code of Ethics is also available in print, free of charge, to any stockholder who requests a copy by writing to us at the following

Powerfleet, Inc., 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677, Attention:

Corporate Secretary.

Our Code of Ethics is

intended to be a codification of the business and ethical principles that guide us, and to deter wrongdoing, to promote honest and ethical

conduct, to avoid conflicts of interest, and to foster full, fair, accurate, timely and understandable disclosures, compliance with applicable

governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.

We will post any amendment to the Code of Ethics, as well as any waivers that are required to be disclosed by the rules of the SEC or

The Nasdaq Stock Market LLC, on our website.

Section 16(a) Reports

16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity

securities to file with the SEC statements on Form 3, Form 4 and Form 5 of ownership and changes in ownership.

Officers, directors and

greater than 10% stockholders are required by regulation to furnish us with copies of all Section 16(a) reports that they file.

solely upon a review of Forms 3, 4 and 5 and any amendments to those forms that have been furnished to us, we believe that all parties

subject to the reporting requirements of Section 16(a) filed all such required reports during and with respect to the fiscal year ended

December 31, 2023, except that each of Michael Brodsky, our Chairman, and Michael Casey and Charles Frumberg, former directors of Powerfleet,

filed late a Form 4 with respect to transactions that occurred on July 28, 2023.

Executive Compensation.

Company incorporates by reference herein information to be set forth in its definitive proxy statement for its 2023 annual meeting of

stockholders that is responsive to the information required with respect to this Item 11;

provided , however , that such

information shall not be incorporated herein:

if the information that

is responsive to the information required with respect to this Item 11 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC.

Discussion and Analysis

discussion presents the principles underlying our executive officer compensation program.

Our goal in this discussion is to provide the

reasons why we award compensation as we do and to place in perspective the data presented in the tables that follow this discussion.

The focus is primarily on compensation of our executive officers for the fiscal year ended December 31, 2023, but some historical and

forward-looking information is also provided to put such year’s compensation information in context.

The information presented

herein relates to the following individuals who are considered “named executive officers,” under applicable rules and regulations

of the SEC, each of whom is sometimes referred to in this Form 10-K as a “Named Executive Officer:” (i)

Steve Towe, who has served as our Chief Executive Officer since January 5, 2022, (ii) David Wilson, who has served as our Chief Financial

Officer since January 4, 2023, and (iii) Jim Zeitunian, who has served as our Chief Technology Officer since February 14, 2022.

Philosophy and Objectives

attempt to apply a consistent philosophy to compensation for all employees, including senior management.

This philosophy is based on

the premises that our success is dependent upon the efforts of each employee and that a cooperative, team-oriented environment is an

essential part of our culture.

We believe in the importance of rewarding our employees for our successes, which is why we emphasize pay-for-performance

incentive compensation.

Particular emphasis is placed on broad employee equity participation through the use of stock options and restricted

stock awards, as well as on annual cash bonuses linked to achievement of our corporate performance goals.

We considered the results of

the “say-on-pay” proposal with respect to executive compensation presented to the stockholders at our 2023 annual meeting

held on July 20, 2023, and in light of the support the proposal received, we continue to emphasize pay-for-performance incentive compensation,

as explained in detail in this Compensation Discussion and Analysis.

compensation programs for our Named Executive Officers are designed to achieve a variety of goals, including:

and retaining talented and experienced executives;

and rewarding executives whose knowledge, skills and performance are critical to our success;

the interests of our executives and stockholders by motivating executives to increase stockholder value in a sustained manner;

a competitive compensation package which rewards achievement of our goals.

compensation paid to our executive officers is influenced significantly by the need to attract and retain management employees with a

high level of expertise and to motivate and retain key executives for our long-term success.

Some of the components of compensation,

such as base salary, are generally fixed and do not vary based on our financial and other performance.

Some components, such as cash

incentive bonuses and certain stock option awards, are dependent upon the achievement of certain goals approved by the compensation committee

of our board of directors (the “Compensation Committee”);

and for such purpose, the Compensation Committee considers goals

for executive officers (other than our Chief Executive Officer) recommended by our Chief Executive Officer and includes him in its discussions

with respect to such goals.

Furthermore, the value of certain of these components, such as stock options and restricted stock, is dependent

upon our future stock price.

compensate our executive officers in these different ways in order to achieve different goals.

Cash compensation, for example, provides

executive officers with a minimum base salary.

Cash incentive bonuses are generally linked to the achievement of financial and business

goals (as described in greater detail below) and are intended to reward executive officers for our overall performance.

and restricted stock awards are intended to link our executive officers’ longer-term compensation with the performance of our stock

and to build executive ownership positions in our stock.

This encourages our executive officers to remain with us and to act in ways

intended to maximize stockholder value, and serves to penalize them if we and/or our stock fails to perform to expectations.

view the three components of our executive officer compensation as related but distinct.

Although the Compensation Committee does review

total compensation, it does not believe that compensation derived from one component of compensation necessarily should negate or reduce

compensation from other components.

We determine the appropriate level for each compensation component based in part, but not exclusively,

on its historical practices with the individual and our view of individual performance and other information we deem relevant.

The Compensation

Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid

out compensation, between cash and non-cash compensation, or among different forms of compensation.

We have not reviewed wealth and retirement

accumulation as a result of employment with us and have only focused on fair compensation for the year in question.

Compensation Committee monitors the results of the annual advisory “say-on-pay” proposal and incorporates such results as

one of many factors considered in connection with the discharge of its responsibilities.

At our 2023 annual meeting of stockholders,

the stockholders approved, on an advisory basis, the compensation of the Named Executive Officers, and in light of such approval, the

Compensation Committee continued with its performance-based compensation philosophy and its balanced approach to the components of its

compensation program.

of Executive Officer Compensation

We pay our executive officers a base salary, which we review and determine annually.

We believe that a competitive base salary

is a necessary element of any compensation program.

We believe that attractive base salaries can motivate and reward executives for their

overall performance.

Base salaries are established in part based on the particular executive’s position, responsibility, experience,

skills and expected contributions during the coming year and such individual’s performance during the prior year.

generally sought to align base compensation levels comparable to our competitors and other companies in similar stages of development.

We do not view base salaries as primarily serving our objective of paying for performance, but in attracting and retaining the most qualified

executives necessary to run our business.

We continue to focus on a pay-for-performance structure, which is discussed below.

Incentive Bonus Program .

The primary objective of our annual cash incentive bonus program is to motivate and reward

our employees, including our Named Executive Officers, for meeting our short-term objectives using a pay-for-performance program with

objectively determinable performance goals.

Each of Messrs.

Towe, Wilson and Zeitunian was eligible to receive a cash incentive bonus

under our Global Bonus Plan (the “GBP”) for the fiscal year ended December 31, 2023, which is discussed below.

objectives of the GBP for 2023 are to align the interests of senior management with our performance goals.

The GBP focuses on rewarding

executives for the achievement of financial objectives with competitive financial incentives and provides a systemic plan for establishing

definitive performance goals.

Under the GBP for 2023, our performance goals are based on (i) revenue growth, (ii) profitability based

on adjusted EBITDA and (iii) subscriber renewal.

payable under the GBP for 2023 were calculated as a percentage of the executive’s base salary.

The target award under the GBP

for 2023 for each of Messrs.

Towe, Wilson and Zeitunian was set at 100%, 75%, and 50% of his base salary, respectively.

GBP for 2023, 45% of each executive’s target award could be earned based on the achievement of (a) a global revenue target of

$148.2 million and specified revenue targets for each foreign territory in which we do business for the 2023 fiscal year and (b) a

global adjusted EBITDA target of $12.5 million and specified adjusted EBITDA targets for each foreign territory in which we do

business for the 2023 fiscal year, and 10% of each executive’s target award could be earned based on us having a target

subscriber renewal rate of 90% for the 2023 fiscal year.

The portion of each executive’s bonus award that was tied to the

revenue target could be pro-rated based on the amount of revenue actually achieved for the 2023 fiscal year starting at 90%, and

being capped at 120%, of the revenue target.

The portion of each executive’s bonus award that was tied to the adjusted EBITDA

target could be pro-rated based on the amount of adjusted EBITDA actually achieved for the 2023 fiscal year starting at 100%, and

being capped at 120%, of the adjusted EBITDA target.

Based on our financial results for the fiscal year ended December 31, 2023 and

our subscriber renewal rate, each of Messrs.

Towe, Wilson and Zeitunian received annual bonuses under the GBP for 2023 in the

aggregate amounts of $214,625, 132,563 and $63,125, respectively.

Compensation.

We believe that stock option and restricted stock awards are an important long-term incentive for our executive officers

and employees and that our stock option and restricted stock award program has been effective in aligning officer and employee interests

with those of our stockholders.

We review our equity compensation plans annually.

Employees are eligible for annual stock option and

restricted stock award grants.

These options and grants are intended to produce value for each executive officer if (i) our stockholders

derive significant sustained value and (ii) the executive officer remains employed with us.

Historically,

other than in connection with an incentive bonus program, we did not have any program, plan or obligation under which we were required

to grant equity compensation to any executive officer on specified dates or upon the achievement of certain performance goals.

The authority

to make equity grants to executive officers rests with the Compensation Committee and our board of directors, although, as noted, the

Compensation Committee and our board of directors do consider the recommendations of our Chief Executive Officer in setting the compensation

of our other executive officers.

and Change-in-Control Benefits.

We describe certain severance and change-in-control benefits applicable to Mr.

Towe, our current

Chief Executive Officer, under the captions “Severance Arrangements” and “Potential Payments Upon Termination or Change

in Control” below.

The executive officers participate in all of our employee benefit plans, such as medical and 401(k) plans, on the same basis as our

other employees.

Our use of perquisites as

an element of compensation is very limited.

We do not view perquisites as a significant element of our comprehensive compensation structure.

Considerations

account for the equity compensation expense for our employees under the rules of Financial Accounting Standards Board Accounting Standards

Codification Topic 718 (“ASC 718”), which requires us to estimate and record an expense for each award of equity compensation

over the service period of the award.

Accounting rules also require us to record cash compensation as an expense at the time the obligation

have not entered into employments agreements with any of our Named Executive Officers.

are a party to a severance agreement with Mr.

Towe, which provides Mr.

Towe with certain severance and change in control benefits upon

the occurrence of certain events.

severance agreement with Mr.

Towe provides Mr.

Towe with certain severance and change in control benefits upon the occurrence of one

of the following events:

(i) the termination of Mr.

Towe’s employment by us without cause (a “Trigger Event”) or (ii)

the termination of Mr.

Towe’s employment by us without cause or Mr.

Towe’s resignation for good reason within six months

following a change in control event (a “Change in Control Trigger Event”).

the terms of the severance agreement with Mr.

Towe, subject to Mr.

Towe’s delivery of a general release to us, Mr.

entitled to the following upon a Trigger Event or Change in Control Trigger Event:

(i) cash payments at twice the rate of his annual

base salary as in effect immediately prior to the Trigger Event or Change in Control Trigger Event, as the case may be, for a period

of 12 months, made as a series of separate payments that are payable in accordance with our standard payroll practices;

(ii) a waiver

of any remaining portion of Mr.

Towe’s healthcare continuation payments under COBRA for the 12-month severance period, provided

that he timely elects COBRA coverage and continues to make contributions for such coverage equal to his contribution amount in effect

immediately preceding the date of his termination of employment;

(iii) partial accelerated vesting of his previously granted stock options

and restricted stock awards, such that (to the extent not already then vested) a portion of these awards shall vest and/or become exercisable,

in each case on a pro-rated basis that takes into account the number of months elapsed since the date of grant as compared to the scheduled

vesting date (provided that the terms of our equity compensation plans shall continue to govern acceleration of vesting in the event

of a change of control as defined in such plan);

and (iv) any bonus that would have otherwise been payable to Mr.

Towe for the calendar

year prior to termination.

a condition to our obligations under the severance agreement with Mr.

Towe also executed and delivered to us a restrictive

covenants agreement containing covenants regarding confidentiality, assignment of inventions, non-competition and

non-solicitation.

are also party to an employee covenants agreement with Mr.

Wilson, which provides him with certain severance benefits if Mr.

terminated by us involuntarily without cause and/or for reasons not related to Mr.

Wilson’s performance.

employee covenants agreement with Mr.

Wilson provides that if we terminate Mr.

Wilson without cause and/or for reasons not related to

Wilson’s performance, subject to Mr.

Wilson’s delivery of a general release to us, Mr.

Wilson will be entitled to the

(i) cash payment equal to six months of Mr.

Wilson’s annual base salary;

(ii) a pro rata portion of any target annual

bonus that would have been payable to Mr.

Wilson with respect to the year of termination;

and (iii) partial accelerated vesting of previously

granted stock options and restricted stock awards, such that (to the extent not already then vested) the portion of these awards that

would have vested in the calendar year Mr.

Wilson is terminated will be deemed to have vested and/or became exercisable.

addition, under the terms of the employee covenants agreement, Mr.

Wilson agreed to covenants regarding, among other things, confidentiality,

assignment of inventions, non-competition and non-solicitation.

following table, which should be read in conjunction with the explanations provided above, sets forth summary compensation information

for the years ended December 31, 2023 and 2022 for our Named Executive Officers.

Compensation Table

Name and Principal Position

Bonus ($) (1)

Stock Awards ($) (2)

Option Awards ($) (2)

Non-Equity Incentive Plan Compensation ($) (3 )

Chief Executive Officer

Chief Financial Officer

Jim Zeitunian

Chief Technology Officer

dollar amounts shown under the heading “Bonus” with respect to Steve Towe for 2022 and 2023 represent the first and second

installments, respectively, of a retention bonus of $650,000.

dollar amounts shown under the headings “Stock Awards” and “Option Awards” with respect to each of the Named

Executive Officers for the fiscal years ended December 31, 2023 and 2022 reflect the aggregate grant date fair value of restricted

stock and option awards granted in the fiscal year indicated, computed in accordance with ASC 718, disregarding service-based vesting

For a discussion of the assumptions we made in valuing the stock and option awards, see “Note 3[Q] — Summary

of Significant Accounting Policies — Stock-based compensation” and “Note 10 — Stock-Based Compensation”

in the notes to our consolidated financial statements contained in this Form 10-K.

dollar amounts shown under the heading “Non-Equity Incentive Plan Compensation” (i) for each of Messrs.

and Zeitunian for 2023 represent bonus earned for such fiscal year pursuant to the GBP for 2023 and (ii) for each of Messrs.

and Zeitunian for 2022 represent bonus earned for such fiscal year pursuant to the GBP for 2022.

Equity Awards at Fiscal Year End

following table provides certain information concerning outstanding equity awards held by each of our Named Executive Officers at December

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#) (1)

Market Value of Shares or Units of Stock That Have Not Vested ($) (2)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Jim Zeitunian

2/14/2032 (3)

2/14/2032 (7)

restricted shares issued under the 2018 Plan.

based on $3.42 per share, the closing price per share of our common stock, as reported on The Nasdaq Global Market, on December 29,

option awards were scheduled to vest over a four-year period, such that twenty-five percent (25%) of the options vests on each of

the first, second, third and fourth anniversaries of the date of grant, provided that the holder was an employee of Powerfleet on

each such anniversary.

In connection with consummation of the MiX Combination, these awards vested in full on April 2, 2024.

option awards will vest and become exercisable in full immediately upon the volume weighted average price of our common stock during

a consecutive 60 trading day period (the “60 Day VWAP”) reaching $10.50, provided that the holder is an employee of Powerfleet

on such date.

option awards will vest and become exercisable in full immediately upon the 60 Day VWAP reaching $14.00, provided that the holder

is an employee of Powerfleet on such date.

option awards will vest and become exercisable in full immediately upon the 60 Day VWAP reaching $21.00, provided that the holder

is an employee of Powerfleet on such date.

option awards will vest and become exercisable in full immediately upon the 60 Day VWAP reaching $12.00, provided that the holder

is an employee of Powerfleet on such date.

Payments Upon Termination or Change in Control

Payments Upon Termination or Change in Control under Severance Arrangements

described above under the caption “Severance Arrangements,” we have entered into a severance agreement with Mr.

provides for severance payments or other compensation upon the termination of such executive’s employment or a change in control

with respect to Powerfleet.

We have also entered into an employee covenants agreement with Mr.

Wilson, which provides for severance

payments or other compensation upon the termination of such executive’s employment.

Payments Upon Termination or Change in Control under Equity Compensation Plans

2018 Plan provides that, unless the Compensation Committee provides otherwise in advance of the grant, in the event of a “change

in control,” if the employee or service provider is terminated other than for “cause” (as defined in the 2018 Plan)

within one year of such change in control or leaves for “good reason” (as defined in the 2018 Plan), options and restricted

stock (including restricted stock units) shall vest.

In addition, unless otherwise determined by the Compensation Committee, the payout

of performance stock units and performance shares shall be determined exclusively by the attainment of the performance goals established

by the Compensation Committee, which may not be modified after the change in control, and we will not have the right to reduce the awards

for any other reason.

purposes of the 2018 Plan, a “change in control” means the occurrence of any of the following events:

(i) any person, other

than a trustee or other fiduciary holding securities under an employee benefit plan of Powerfleet or a corporation owned directly or

indirectly by our stockholders in substantially the same proportions as their ownership of our stock, becomes the beneficial owner (as

such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of our securities representing fifty percent (50%)

or more of the total voting power represented by our then outstanding voting securities;

(ii) during any period of two consecutive years,

individuals who at the beginning of such period constitute our board of directors and any new director whose election by the board of

directors or nomination for election by our stockholders was approved by a vote of a majority of the directors then still in office who

either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for

any reason to constitute a majority thereof;

(iii) the consummation of a merger or consolidation of Powerfleet with any other corporation,

other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to

represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the

total voting power represented by our voting securities or such surviving entity outstanding immediately after such merger or consolidation;

or (iv) our stockholders approve a plan of complete liquidation of Powerfleet or an agreement for the sale or disposition by us of all

or substantially all our assets.

Considerations

do not believe that our compensation practices and policies for our employees, including our executive officers, create risks or are

likely to create risks that are reasonably likely to have a material adverse effect on us or our results of operations or financial condition.

directors are entitled to reimbursement for travel and lodging and other reasonable out-of-pocket expenses incurred by them in connection

with their attendance at board of directors and/or board committee meetings or other activities on our behalf.

who are our current officers or employees or any subsidiary of Powerfleet do not receive any additional compensation for their service

as members of either our board of directors or any committees of our board of directors.

August 1, 2017, our board of directors adopted a non-employee director compensation program pursuant to which non-employee directors

are entitled to receive annual compensation having economic value of approximately $119,000, which includes a cash retainer of $59,000

and restricted stock grants with an economic value of approximately $60,000.

The cash retainer may be paid, at each director’s

election, in cash or in restricted shares of our common stock.

Each of Anders Bjork and Medhini Srinivasan, as former directors elected

to our board by the holders of our previously outstanding Series A Preferred Stock (the “former Series A Directors”), agreed

to waive participation in our non-employee director compensation program.

Each of the non-employee directors, other than the former Series

A Directors, was paid his retainer for 2023 in cash.

With respect to restricted stock awards, the number of shares issuable in 2023 was

calculated based on the average of the reported closing price per share of our common stock on The Nasdaq Global Market over a 20 consecutive

trading day period ending on and including the 2023 annual meeting of stockholders.

Chairman of our board of directors and the chairperson of each of the committees of our board of directors are also entitled to a supplemental

retainer, which may be paid, at each director’s election, in cash or in restricted shares of our common stock.

Specifically, the

Chairman of our board of directors receives an additional $36,000 per year of service;

the chairperson of the Audit Committee receives

an additional $18,000 per year of service;

the chairperson of the Compensation Committee receives an additional $12,000 per year of service;

and the chairperson of the Nominating Committee receives an additional $10,000 per year of service.

Each of the non-employee directors,

other than the former Series A Directors, was paid his supplemental retainer in 2023 in cash.

the fiscal year ended December 31, 2023, Michael Brodsky, Michael Casey, Charles Frumberg and Nani Maoz were paid cash retainers in the

aggregate amounts of $105,000, $77,000, $59,000 and $59,000, respectively.

In addition, each of Messrs.

Brodsky, Casey, Frumberg and

Maoz received an award of 20,562 in restricted shares of common stock in consideration for his services as a director of Powerfleet,

which were granted on July 26, 2023 pursuant to the 2018 Plan.

All such restricted stock awards were scheduled to vest as to 100% of

such shares on the first anniversary of the date of grant, provided that the non-employee director was then serving as a director of

In connection with consummation of the MiX Combination, these awards vested in full on April 2, 2024.

Srinivasan, as the former Series A Directors, did not receive any compensation for their service as directors during the fiscal year

ended December 31, 2023.

non-employee directors are not entitled to retirement, benefit or other perquisite programs.

following table provides certain information with respect to the compensation paid to our non-employee directors during the fiscal year

ended December 31, 2023.

Fees Earned or Paid in Cash ($) (1)

Stock Awards ($) (2)(3)

Option Awards ($) (4)

Anders Bjork (5)

Michael Brodsky

Michael Casey

Charles Frumberg

Medhini Srinivasan (5)

amount under this column reflects the aggregate amount of cash retainers paid to each non-employee director.

amounts under this column reflect the aggregate grant date fair value of 20,562 restricted shares of our common stock granted to

each of Michael Brodsky, Michael Casey and Charles Frumberg, and Nani Maoz, under the 2018 Plan on July 26, 2023, each computed in

accordance with ASC 718, disregarding any service-based vesting conditions.

For a discussion of the assumptions we made in valuing

the stock awards, see “Note 3[Q] – Summary of Significant Accounting Policies – Stock-based compensation”

and “Note 10 – Stock-Based Compensation” in the notes to our consolidated financial statements contained in this

The amounts set forth under this column do not include the restricted shares of common stock granted in lieu of cash for

fees set forth under the column “Fees Earned or Paid in Cash.” Each of the restricted stock awards granted to Messrs.

Brodsky, Casey, Frumberg and Maoz vested in full upon consummation of the MiX Combination.

December 31, 2023, each of Messrs.

Brodsky, Casey and Frumberg held 20,562 shares of unvested restricted stock and neither Anders

Bjork nor Medhini Srinivasan held any shares of unvested restricted stock.

December 31, 2023, Mr.

Brodsky held options to purchase 95,000 shares of our common stock and each of Messrs.

Casey and Frumberg

held options to purchase 45,000 shares of our common stock.

Srinivasan did not hold any options to purchase

shares of our common stock at December 31, 2023.

Bjork and Ms.

Srinivasan did not receive any compensation for their service as directors during the fiscal year ended December 31,

of the closing date of the MiX Combination, each of Mr.

Frumberg, Mr.

Srinivasan resigned as a director

of Powerfleet.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Company incorporates by reference herein information to be set forth in its definitive proxy statement for its 2023 annual meeting of

stockholders that is responsive to the information required with respect to this Item 12;

provided , however , that such

information shall not be incorporated herein:

if the information that

is responsive to the information required with respect to this Item 12 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such

120-day period.

Authorized for Issuance Under Equity Compensation Plans .

following table provides certain information with respect to the Company’s equity compensation plans in effect as of December 31,

COMPENSATION PLAN INFORMATION

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding option, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected under (a))

Plan Category

Equity compensation plans approved by security holders (1)

These plans consist of

the PowerFleet, Inc.

2018 Incentive Plan, the 2015 Equity Compensation Plan, the 2009 Non-Employee Director Equity Compensation Plan

which were our only equity compensation plans under which awards were outstanding as of December 31, 2022.

following table sets forth information regarding ownership of shares of our common stock as of May 1, 2024 by:

stockholder known by us to own beneficially more than 5% of our outstanding common stock;

of our Named Executive Officers;

of our current directors;

of our current directors and executive officers as a group.

our knowledge, except as set forth in the footnotes to the table and subject to applicable community property laws, each person or entity

named in the table has sole voting and disposition power with respect to the shares set forth opposite such person’s or entity’s

The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with

the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules,

beneficial ownership includes any shares over which the individual has the sole or shared voting power or investment power and any shares

that the individual has the right to acquire within 60 days of May 1, 2024, through the exercise of stock options, warrants or other

convertible securities or any other right.

Shares of our common stock that a person has the right to acquire within 60 days of May 1, 2024 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights but are not deemed

outstanding for purposes of computing the percentage ownership of any other person (except with respect to the percentage ownership of

all directors and executive officers as a group).

As used in this Form 10-K, “voting power” is the power

to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of

number and percentage of shares beneficially owned is computed on the basis of 107,349,987 shares of our common stock outstanding as

of May 1, 2024.

The information in the following table regarding the beneficial owners of more than 5% of our common stock is

based upon information supplied by our principal stockholders or set forth in Schedules 13D and 13G filed with the SEC.

determination that there were no other persons, entities or groups known to us to beneficially own more than 5% of our outstanding

common stock was based on a review of all statements filed with the SEC with respect to Powerfleet pursuant to Section 13(d) or

13(g) of the Exchange Act.

address for those persons for which an address is not otherwise provided is c/o Powerfleet, Inc., 123 Tice Boulevard, Woodcliff Lake,

New Jersey 07677.

Name and Address of Beneficial Owner

Number of Shares of Common Stock Beneficially Owned

Percentage of Shares of Common Stock Outstanding (1)

5% Stockholders:

Private Capital Management, LLC

8889 Pelican Bay Boulevard

Naples, FL 34108

Current Executive Officers:

1,161,754 (3)

Jim Zeitunian

Offer Lehmann

Melissa Ingram

Charles Tasker

1,275,128 (8)

Catherine Lewis

Jonathan Bates

Current Non-Employee Directors:

Michael Brodsky

4,382,068 (12)

Andrew Martin

Michael McConnell

All current directors and executive officers as a group (eleven individuals)

Represents less than 1% of the outstanding shares of our common stock.

percentages are based on 107,349,987 shares of our common stock outstanding as of May 1, 2024.

on information contained in Amendment No.

4 to Schedule 13G filed with the SEC on February 5, 2024, Private Capital Management, LLC,

a Delaware limited liability company, beneficially owns an aggregate of 5,923,830 shares of our common stock, with shared voting

and dispositive power over 2,932,602 shares, and sole voting and dispositive power over 2,991,228 shares.

number includes 500,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

become exercisable within 60 days of May 1, 2024.

number includes 130,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

become exercisable within 60 days of May 1, 2024.

number includes 80,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

become exercisable within 60 days of May 1, 2024.

number includes 65,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

become exercisable within 60 days of May 1, 2024.

number includes 90,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

become exercisable within 60 days of May 1, 2024.

number includes (i) 309,880 shares of our common stock held by Mr.

Tasker’s wife and (ii) 207,382 shares of our common stock

underlying stock appreciation rights which are currently exercisable or which will become exercisable within 60 days of May 1, 2024.

number includes 161,119 shares of our common stock underlying stock appreciation rights which are currently exercisable or which

will become exercisable within 60 days of May 1, 2024.

number consists of shares of our common stock underlying stock appreciation rights which are currently exercisable or which will

become exercisable within 60 days of May 1, 2024.

number includes (i) 76,000 shares of our common stock held by Vajra Fund I, L.P., of which Mr.

Brodsky is the general partner, and

(ii) 95,000 shares of our common stock issuable upon exercise of options which are currently exercisable or will become exercisable

within 60 days of May 1, 2024.

number includes 4,351,350 shares of our common stock held by 786 Partners LP and 402 Fund LP, over which Mr.

Jacobs has voting and

investment power.

This number includes 2,152 shares of our common stock held by Mr.

Martin’s children.

Certain Relationships and Related Transactions, and Director Independence.

Company incorporates by reference herein information to be set forth in its definitive proxy statement for its 2023 annual meeting of

stockholders that is responsive to the information required with respect to this Item 13;

provided , however , that such

information shall not be incorporated herein:

if the information that

is responsive to the information required with respect to this Item 13 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such

120-day period.

Relationships and Related Transactions

policy prohibits conflicts between the interests of our employees, officers and directors and our company.

A conflict of interest exists

when an employee, officer, or director’s personal interest interferes or may interfere with our interests.

When it is deemed to

be in the best interests of our company and our stockholders, the Audit Committee may grant waivers to employees, officers and directors

who have disclosed an actual or potential conflict of interest, which waivers are subject to approval by our Board.

This policy is included

in our Code of Business Conduct and Ethics for Employees, Officers and Directors.

accordance with its charter, the Audit Committee is responsible for annually reviewing any transactions or series of similar transactions

to which we are or were a party and in which any director, executive officer or beneficial holder of more than 5% of any class of our

voting securities, or members of any such person’s immediate family, have had or will have a direct or indirect material interest.

Our Audit Committee’s procedures for reviewing related party transactions are not in writing.

Since January 1, 2021, there has

not been, nor is there currently proposed, any transaction or series of similar transactions to which we are or were a party in which

the amount involved exceeds $120,000 and in which any director, executive officer or beneficial holder of more than 5% of any class of

our voting securities, or members of any such person’s immediate family, have had or will have a direct or indirect material interest.

As of May 1, 2024, our common stock is Powerfleet’s only class of voting securities.

Board has determined that, with the exception of Mr.

Towe, each of our current directors satisfies the current “independent director”

standards established by the Nasdaq rules and, as to the members of the Audit Committee, the additional independence requirements under

applicable rules and regulations of the SEC.

Thus, a majority of our board of directors is comprised of independent directors as required

by the Nasdaq rules.

The Audit Committee is composed of Messrs.

Brodsky, Jacobs and McConnell, each of whom is an independent director

in accordance with Nasdaq Rule 5605(c).

The Compensation Committee is composed of Messrs.

Brodsky, Jacobs and McConnell, each of whom

is an independent director in accordance with Nasdaq Rule 5605(d).

The Nominating Committee of our board of directors is composed of

Brodsky, Jacobs and McConnell, each of whom is independent in accordance with Nasdaq Rule 5605(e).

Principal Accounting Fees and Services.

Company incorporates by reference herein information to be set forth in its definitive proxy statement for its 2023 annual meeting of

stockholders that is responsive to the information required with respect to this Item 14;

provided , however , that such

information shall not be incorporated herein:

if the information that

is responsive to the information required with respect to this Item 14 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such

120-day period.

aggregate fees billed by Ernst & Young LLP (“EY”), our independent registered public accounting firm, for

professional services rendered for the audit of our annual financial statements, comfort letters, statutory and subsidiary audits,

consents and assistance with review of documents filed with the SEC for the fiscal years ended December 31, 2022 and December 31,

2023 were $1,550,000 and $2,586,000, respectively.

For the fiscal years ended December 31, 2022 and 2023, aggregate audit fees

included fees for the audit of the effectiveness of our internal control over financial reporting required by the Sarbanes-Oxley

Audit-Related

aggregate fees billed by EY for audit-related services reasonably related to the performance of the audit or review

of our financial statements during the fiscal years ended December 31, 2022 and December 31, 2023 were $0 and $66,950, respectively.

aggregate fees billed by EY for professional services rendered for tax compliance, tax advice or tax planning during the fiscal years

ended December 31, 2022 and December 31, 2023 were $222,000 and $235,000, respectively.

aggregate fees billed by EY for products or professional services rendered during the fiscal years ended December 31, 2022 and December

31, 2023 were $2,500 and $0, respectively, in addition to the services described under the captions “Audit Fees”

and “Tax Fees” above, which primarily consisted of fees related to a subscription for EY thought

leadership and accounting guidance in 2022.

Committee’s Pre-Approval Policies and Procedures

Audit Committee pre-approves all services, including both audit and non-audit services, provided by our independent registered public

accounting firm.

For audit services, each year the independent registered public accounting firm provides the Audit Committee with an

engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be formally accepted

by the Audit Committee before the audit commences.

The independent registered public accounting firm also submits an audit services fee

proposal, which also must be approved by the Audit Committee before the audit commences.

None of the fees for services described above

under the captions “Tax Fees” or “All Other Fees” approved by the Audit Committee were approved pursuant to the

exception provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Exhibits, Financial Statement Schedules.

List of Financial Statements, Financial Statement Schedules, and Exhibits .

Financial Statements .

(1) Financial

The following financial statements of Powerfleet, Inc.

are included in Item 8 of Part II of this Annual

Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2021 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2020, 2021 and 2022

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2020, 2021 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2020, 2021 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2021 and 2022

Notes to the Consolidated Financial Statements

are included in Item 8 of Part II of this Form

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Balance Sheets at December 31, 2022 (As restated) and 2023

Statements of Operations for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and 2023

Statements of Comprehensive Loss for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and 2023

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and

Statements of Cash Flows for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and 2023

to the Consolidated Financial Statements

Financial Statement Schedule .

The following exhibits are filed with this Annual Report on Form 10-K or are incorporated herein by reference, as indicated.

(3) Exhibits .

The following exhibits are filed with this Form 10-K or are incorporated herein by reference, as indicated.

Agreement and Plan of Merger, dated as of March 13, 2019, by and among Powerfleet, Inc., Powerfleet Israel Holding Company Ltd., Powerfleet Israel Acquisition Company Ltd., I.D.

31 unchanged sentences

Systems, Inc., filed with the SEC on May 14, 2020).

Asset Purchase Agreement, dated July 11, 2017, by and among I.D.

Systems, Inc., Keytroller, LLC, a Delaware limited liability company, Keytroller, LLC, a Florida limited liability company, and the individuals listed on the signature page thereto (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D.

Systems, Inc., filed with the SEC on July 12, 2017).†

Amendment No.

1 to Asset Purchase Agreement, effective as of August 1, 2018, by and among I.D.

Systems, Inc., Keytroller, LLC, a Delaware limited liability company, Sparkey, LLC, a Florida limited liability company, and the individuals listed on the signature page thereto (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D.

Systems, Inc., filed with the SEC on September 19, 2018).

Implementation Agreement, dated October 10, 2023, by and among Powerfleet, Inc., Main Street 2000 Proprietary Limited and MiX Telematics Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 10, 2023).†

Amended and Restated Certificate of Incorporation of Powerfleet, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K12B of Powerfleet, Inc., filed with the SEC on October 3, 2019).

Amendment to the Amended and Restated Certificate of Incorporation of Powerfleet, Inc.

(filed herewith).

Amended and Restated Bylaws of Powerfleet, Inc.

3 unchanged sentences

2 to the Registration Statement on Form S-4 of Powerfleet, Inc., filed with the SEC on July 23, 2019).

Specimen PowerFleet, Inc.

Series A Convertible Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No.

2 to the Registration Statement on Form S-4 of PowerFleet, Inc., filed with the SEC on July 23, 2019).

Description of Securities (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K of PowerFleet, Inc.

for the fiscal year ended December 31, 2019 filed with the SEC on April 8, 2020).

Description of Securities (filed herewith).

2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of I.D.

1 unchanged sentence

for the fiscal quarter ended September 30, 2009, filed with the SEC on November 6, 2009).*

Amendment, dated March 16, 2012, to 2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of I.D.

dated March 16, 2012, to 2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly

Report on Form 10-Q of I.D.

Systems, Inc.

6 unchanged sentences

2018 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on July 26, 2023).*

Employment Offer Letter, dated January 5, 2022, between PowerFleet, Inc.

and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on January 5, 2022).*

Severance Agreement, dated January 5, 2022, between PowerFleet, Inc.

and Steve Towe (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on January 5, 2022).*

Offer Letter, dated January 5, 2022, between Powerfleet, Inc.

and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current

Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 5, 2022).*

Agreement, dated January 5, 2022, between Powerfleet, Inc.

and Steve Towe (incorporated by reference to Exhibit 10.2 to the Current

Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 5, 2022).*

Amendment to Severance Agreement, dated September 11, 2023, between Powerfleet, Inc.

and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc.

filed with the SEC on September 15, 2023).*

Form of Stock Option Inducement Award Agreement (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Powerfleet, Inc., filed with the SEC on March 16, 2022).*

Personal Employment Agreement, dated September 28, 2022, between Powerfleet Israel Ltd.

and Offer Lehmann (English translation) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on November 8, 2022).*

Offer Letter, dated December 31, 2022, between PowerFleet, Inc.

and David Wilson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on January 4, 2023).*

Offer Letter, dated February 11, 2022, between PowerFleet, Inc.

and Patrick Maley (filed herewith).*

Letter, dated December 31, 2022, between Powerfleet, Inc.

and David Wilson (incorporated by reference to Exhibit 10.1 to the Current

Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 4, 2023).*

Employee Covenants Agreement, dated November 11, 2022, between Powerfleet, Inc.

and David Wilson (filed herewith).*

Offer Letter, dated February 8, 2022, between Powerfleet, Inc.

and James Zeitunian (filed herewith).*

and James Zeitunian (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on March 31, 2023).*

Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to Amendment No.

2 to the Registration Statement on Form S-4 of Powerfleet, Inc., filed with the SEC on July 23, 2019).*

Registration Rights Agreement, dated as of October 3, 2019, by and among PowerFleet, Inc., ABRY Senior Equity V, L.P.

and ABRY Senior Equity Co-Investment Fund V, L.P.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K12B of PowerFleet, Inc., filed with the SEC on October 3, 2019).

Credit Agreement, dated August 19, 2019, by and among Powerfleet Israel Holding Company Ltd., Pointer Telocation Ltd.

and Bank Hapoalim BM (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of I.D.

Systems, Inc., filed with the SEC on August 23, 2019).

Amendment No.

1, effective as of January 7, 2020, to the Credit Agreement, dated August 19, 2019, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd.

and Bank Hapoalim B.M.

(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of PowerFleet, Inc., filed with the SEC on November 10, 2021).

Amendment No.

2, effective as of August 1, 2021, to the Credit Agreement, dated August 19, 2019, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd.

and Bank Hapoalim B.M.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on August 25, 2021).

Amendment No.

3, effective as of October 31, 2022, to the Credit Agreement, dated August 2019, 2019, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd.

Amended and Restated Credit Agreement, dated March 18, 2024, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd.

and Bank Hapoalim B.M.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on November 3, 2022).

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on March 22, 2024).

Facilities Agreement, dated March 7, 2024, by and among Powerfleet, Inc., I.D.

Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on March 12, 2024).

List of Subsidiaries (filed herewith).

Consent of Ernst & Young LLP (filed herewith).

Certification

of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification

of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

2002 (filed herewith).

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

2002 (filed herewith).

Instance Document.

Taxonomy Extension Schema Document.

Taxonomy Extension Calculation Linkbase Document.

Taxonomy Extension Definition Linkbase Document.

Taxonomy Extension Label Linkbase Document.

Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

We have omitted certain

schedules and exhibits to this agreement in accordance with Item 601(b)(2) of Regulation S-K, and we will supplementally furnish

a copy of any omitted schedule and/or exhibit to the Securities and Exchange Commission upon request.

Management contract or

compensatory plan or arrangement.

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Powerfleet, Inc.

Clawback Policy (filed herewith).

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (embedded within the Inline XBRL document)

have omitted certain schedules and exhibits to this agreement in accordance with Item 601(b)(2) of Regulation S-K, and we will supplementally

furnish a copy of any omitted schedule and/or exhibit to the Securities and Exchange Commission upon request.

contract or compensatory plan or arrangement.

The exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference.

the Index to Exhibits to this Annual Report on Form 10-K, which is incorporated into this Item 15(b) by reference.

the Index to Exhibits to this Form 10-K, which is incorporated into this Item 15(b) by reference.

Form 10-K Summary

1 unchanged sentence

to be signed on its behalf by the undersigned, thereunto duly authorized.

March 31, 2023

POWERFLEET, INC.

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

Executive Officer

Executive Officer)

Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant

1 unchanged sentence

Executive Officer

March 31, 2023

(Principal Executive

Executive Officer)

Financial Officer

March 31, 2023

(Principal Financial

and Accounting Officer)

March 31, 2023

Michael Brodsky

March 31, 2023

Financial and Accounting Officer)

Michael Brodsky

Michael Casey

March 31, 2023

Michael Casey

Charles Frumberg

March 31, 2023

Charles Frumberg

Elchanan Maoz

March 31, 2023

Elchanan Maoz

Medhini Srinivasan

March 31, 2023

Medhini Srinivasan

/s/ Andrew Martin

Andrew Martin

Michael McConnell

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures