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NASDAQ: AIOT Powerfleet, Inc. 8-K

Powerfleet terminates CFO David Wilson, appoints Paul Lalljie as President and CFO

Filed August 11, 2026 · Period ending August 9, 2026 · ~1 min read

5 key changes 1 high relevance 1 section

Key Changes

  • high

    Board terminated CFO David Wilson effective August 10, 2026, and appointed Paul Lalljie as President and CFO effective August 11, 2026. Lalljie previously served as CFO and CEO at 2U, Inc. and spent nearly a decade as EVP and CFO at Neustar, Inc.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Lalljie receives $475,000 base salary, annual bonus up to 85% of base, $100,000 sign-on bonus (18-month clawback), and 450,000 RSUs (225,000 time-based vesting over 3 years, 225,000 performance-based vesting through March 2029 based on stock price).

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • low

    Wilson receives $224,460 severance (26 weeks base salary), $121,732 pro-rated target bonus, COBRA reimbursement through February 2027, and will provide consulting services at $37,410/month for initial 90-day term.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Lalljie's severance agreement provides 1.5x base salary and bonus (2x if terminated following change in control), 12 months COBRA coverage, and pro-rated equity vesting if terminated without cause or leaves for good reason.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Filing discloses entry into a material definitive agreement under Item 1.01, but the text is incomplete or truncated with no details about nature, parties, or terms of the agreement.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Powerfleet executed an abrupt CFO transition, terminating David Wilson's employment effective August 10, 2026, and appointing Paul Lalljie as President and Chief Financial Officer the following day. The one-day gap between termination and replacement suggests a planned leadership change rather than an unexpected departure.

Lalljie brings substantial public-company finance experience from 2U and Neustar, and his dual President/CFO title indicates expanded operational responsibilities beyond the traditional CFO role.

The compensation package reflects competitive market terms for a mid-cap technology CFO: $475,000 base salary with 85% bonus potential, plus substantial equity incentives totaling 450,000 RSUs split between time-based and performance-based vesting. The performance RSUs tie directly to stock price appreciation through March 2029, aligning Lalljie's interests with shareholder returns. Wilson's separation includes standard severance and a consulting arrangement, suggesting an orderly transition rather than a termination for cause. The filing also references a material definitive agreement under Item 1.01, but the disclosed text is incomplete—investors should monitor for amended filings or subsequent disclosures clarifying this agreement's nature and terms.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added
Added New CFO equity awards medium

Added in current filing · view on EDGAR →

(i) an award of 225,000 restricted stock units under the Company’s 2018 Incentive Plan, as amended (the “Plan”), vesting in equal installments on each of the first three anniversaries of the grant date, subject to Mr. Lalljie’s continued employment with the Company on each such date; and (ii) a target award of 225,000 performance-based restricted stock units under the Plan, subject to Mr. Lalljie’s continuous employment through March 31, 2029 (the “Performance Period”), which vest based on the Company’s stock price performance during the Performance Period.

Lalljie received one-time equity awards totaling 450,000 restricted stock units: 225,000 time-based RSUs vesting over three years, and 225,000 performance-based RSUs vesting based on stock price performance through March 31, 2029. Both awards have 50% accelerated vesting upon termination for cause or good reason in connection with a change in control.

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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 12, 2026 · How we verify