STOCK-BASED COMPENSATION

9 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

During the three-month period ended June 30, 2024, the Company granted options to purchase 375 shares of common stock with time-based vesting conditions.

During the three-month periods ended September 30, 2024 and December 31, 2024, the Company did not grant any options to purchase shares of common stock with time-based vesting conditions.

[A] Stock Options:

The following table summarizes the activity relating to the Company’s market-based stock options for the nine-month period ended December 31, 2024:


	Options	Weighted- Average Exercise Price	Weighted Average Contractual Remaining Term (years)	Aggregate Intrinsic Values (in thousands)
Outstanding as of April 1, 2024	5,445	13.39	—	—
Granted	—	—	—	—
Exercised	—	—	—	—

Forfeited	(50)	3.13	—	—
Outstanding as of December 31, 2024	5,395	13.48	7.21	$	4,414


Vested as of December 31, 2024	—	—	—	$	—

The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the nine-month period ended December 31, 2024:


	Options	Weighted- Average Exercise Price	Weighted Average Contractual Remaining Term (years)	Aggregate Intrinsic Values (in thousands)
Outstanding as of April 1, 2024	1,979	4.68	—	—
Granted	375	4.31	—	—
Exercised	(161)	5.45	—	—

Forfeited	(86)	5.14	—	—
Outstanding as of December 31, 2024	2,107	4.54	6.84	$	4,496


Vested as of December 31, 2024	1,807	4.58	6.41	$	3,791

The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model reflecting the following weighted-average assumptions:


	December 31, 2023		December 31, 2024
Expected volatility	55.6	%	60.2	%
Expected life of options	6.1		6.5
Risk free interest rate	3.87	%	4.23	%

Dividend yield	—		—
Weighted-average fair value of options granted during the year	$1.66		$2.66

Expected volatility is based on historical volatility of the Company’s common stock and the expected life of options is based on historical data with respect to employee exercise periods.

The Company recorded stock-based compensation expense of $728 and $2,094 for the three- and nine-month periods ended December 31, 2023, respectively, and $479 and $2,884 for the three- and nine-month periods ended December 31, 2024, respectively, in connection with awards made under the stock option plans. The increase in the recognized expense is due to the approved acceleration of vesting of unvested restricted stock and stock option awards with time-based vesting conditions that were outstanding under the Powerfleet equity plans (including any inducement awards with time-based vesting) in connection with the closing of the MiX Combination. The accelerated vesting of the Company’s equity awards is not part of what was acquired in the MiX Combination, nor what was paid for in the MiX Combination, because it was for the benefit of the Company’s employees rather than for the benefit of MiX Telematics’ employees. Therefore, the acceleration of the equity awards was treated as a separate transaction from the MiX Combination and the acceleration of vesting was accounted for immediately upon closing of the MiX Combination on April 2, 2024.

The fair value of options vested during the nine-month periods ended December 31, 2023 and 2024 was $391 and $1,652, respectively. There were no option exercises that occurred during the nine-month periods ended December 31, 2023 and 2024.

As of December 31, 2024, there was $782 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans excluding the market-based stock options that were granted to certain senior managers, including the Company’s executive officers. That cost is expected to be recognized over a weighted-average period of 1.09 years.

As of December 31, 2024, there was $2,644 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans for the market-based stock options that were granted to certain senior managers, including the Company’s executive officers. That cost is expected to be recognized over a weighted-average period of 2.11 years.

The Company estimates forfeitures at the time of valuation and reduces expenses ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

[B] Restricted Stock Awards:

The Company grants restricted stock to employees, whereby the employees are contractually restricted from transferring the shares until they are vested. The stock is unvested at the time of grant, and, upon vesting, there are no legal restrictions on the stock. Some participants have the option to have their shares withheld for their taxes upon vesting. Shares withheld for taxes are treated as a purchase of treasury stock. The fair value of each share is based on the Company’s closing stock price on the date of the grant. A summary of all unvested restricted stock for the nine-month period ended December 31, 2024 is as follows:


	Number of Unvested Shares	Weighted- Average Grant Date Fair Value
Unvested, March 31, 2024	1,370	2.68
Granted	54	5.45
Vested/Exercised	(1,370)	2.68
Forfeited or expired	—	—
Unvested, December 31, 2024	54	5.45

The Company recorded stock-based compensation expenses of $395 and $982 for the three- and nine-month periods ended December 31, 2023, respectively, and $74 and $3,240 for the three- and nine-month periods ended December 31, 2024, respectively, in connection with restricted stock grants. As of December 31, 2024, there was $109 of total unrecognized compensation cost related to unvested shares. That cost is expected to be recognized over a weighted-average period of 0.37 years. The increase in the recognized expense is due to the approved acceleration of vesting of unvested restricted stock and stock option awards with time-based vesting conditions that are outstanding under the Powerfleet equity plans (including any inducement awards with time-based vesting) in connection with the closing of the MiX Combination. The accelerated vesting of the Company’s equity awards is not part of what was acquired in the MiX Combination, nor what was paid for in the MiX Combination because it was for the benefit of the Company’s employees rather than for the benefit of MiX Telematics’ employees. Therefore, the acceleration of the equity awards was treated as a separate transaction from the MiX Combination and the acceleration of vesting was accounted for immediately upon closing of the MiX Combination on April 2, 2024.

[C] Stock Appreciation Rights:

In connection with the closing of the MiX Combination, the Company assumed each of MiX Telematics’ share plans. MiX Telematics issued equity-classified share incentives under the MiX Telematics Long-Term Incentive Plan (“LTIP”) to directors and certain key employees within the Company.

The LTIP provides for three types of grants to be issued, namely performance shares, restricted share units and stock appreciation rights (“SARs”). On the Implementation Date, the only issued and outstanding equity awards under the LTIP were SARs, and the Company assumed the outstanding SARs in issue. No additional performance shares or restricted share units will be issued or assumed by the Company.

The replacement of MiX Telematics’ share-based payment awards has been treated as a modification under ASC 718, Compensation—Stock Compensation as of the Implementation Date. The fair value of the replacement SARs issued was allocated between pre-combination and post-combination service based on the vesting period. The fair value related to pre-combination service is included as part of the fair value of the consideration in the MiX Combination (see Note 3), and the fair value related to post-combination service is to be recognized as an expense over the remaining vesting period.

The total stock-based compensation expense recognized during the three- and nine-month periods ended December 31, 2024 was $637 and $2,289, respectively.

The following table summarizes the activities for the outstanding SARs:


	Number of SARs	Weighted- Average Exercise Price	Weighted Average Contractual Remaining Term (years)	Aggregate Intrinsic Values (in thousands)
Outstanding as of April 1, 2024	—	—
Acquired through MiX Combination	5,740	2.61
Granted	—	—
Exercised	(1,343)	2.96

Forfeited	(498)	2.43
Outstanding as of December 31, 2024	3,899	2.51	3.10


Vested as of December 31, 2024	1,293	2.92	1.80	$	4,847

As of December 31, 2024, there was $6,211 of unrecognized compensation cost related to unvested SARs. This amount is expected to be recognized over a weighted-average period of 2.86 years.