DEF 14A

Transportation & Logistics

· Environmental sensing

· Cargo loss prevention

· Real-time analytics

Government

· Mixed fleet management

· Operational cost reductions

· Driver safety using AI

Industrial Equipment

· Equipment monitoring

· Asset utilization/recovery

Connected Car

· Rental fleet management

· Stolen vehicle recovery*

· Crash detection

DEF 14A 1 d64940ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

LOGO

CalAmp Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

LOGO

Dear Fellow Stockholders,

Fiscal 2021 was a year of solid progress for the CalAmp team especially considering the challenges experienced by all businesses across the globe due to the COVID-19 pandemic. Since my appointment as President and CEO in July 2020, my top priority in addition to the safety and well-being of our employees has been to accelerate our transformation towards becoming a global software solutions provider, while improving growth and profitability across our business. We have made several important strategic decisions to streamline our operations, including exiting the low-margin Automotive Vehicle Finance business earlier in the year, and then more recently, selling the LoJack North America business. Both of these actions support CalAmp’s strategic decision to focus on advancing our global software-as-a-service (SaaS) initiatives.

As a global connected intelligence company helping people and businesses track, monitor and recover their most vital assets, we are uniquely positioned to help our customers improve operating efficiencies, manage workflows and leverage data analytics to make timely and critical decisions for their businesses. A key driver to our growth this year has been our ability to work closely with our customers to accelerate their transition to new 4G technologies as carriers phase-out older and less robust 3G technologies. This strategic customer engagement with our largest customer, Caterpillar, enabled us to achieve record revenue levels with them during the year. We’ve also continued to advance our product development efforts with new software offerings, including our advanced iOnTM telematics integrated solution for fleet and asset management with an enhanced data-enriched user interface. These customer and operational initiatives were bolstered by a number of key appointments to our management team and Board of Directors, each of whom offers deep domain expertise in SaaS and software solutions.

The collective efforts of our team resulted in our SaaS revenue representing 40% of consolidated revenue from continuing operations in fiscal 2021. Our long-term target is to increase this percentage to 50% of total revenue by introducing powerful new telematics software solutions and applications that will increase the value we add to every customer engagement. Additionally, a higher concentration of recurring SaaS revenue provides the potential to further increase the predictability and quality of our operating fundamentals going forward. Our objective is to enhance these operating fundamentals across our global enterprise as we expand our international revenue in geographic markets including the EMEA, Latin America and APAC regions.

In summary, CalAmp is well positioned for continued success as we enter the new year with a near-record customer order backlog supported by strong demand across our end markets and geographies. We have a highly experienced management team focused on executing our strategic objectives, further complemented by an experienced Board of Directors who are committed to best practices in corporate governance, sustainability and environmental protection.

In closing, I would like to take this opportunity to thank our employees, customers and partners for their ongoing contributions to our current and future success, and I would also like to thank all of you, our fellow stockholders, for your continued support and confidence in CalAmp.

Sincerely,

LOGO

Jeffery R. Gardner

President and CEO


/ CalAmp 2021 Proxy Statement		1

To our Stockholders

We are pleased to invite you to attend the virtual annual

meeting of stockholders of CalAmp Corp. on

Wednesday, July 28, 2021 at 10:00 a.m., Pacific Time

This year, we will again hold the Annual Meeting virtually over the Internet, which provides the opportunity for participation by a broader group of our stockholders and enables stockholders to participate fully, and equally, from any location around the world, at no cost. We also believe that a virtual meeting is particularly important this year in light of the evolving public health and safety considerations posed by the coronavirus, or COVID-19 pandemic.

We are acting under a U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. Consequently, stockholders will not receive paper copies of our proxy materials unless they specifically request them. We believe that this delivery process will reduce our environmental impact and lower the costs of printing and distributing our proxy materials. We also believe that we can achieve these benefits with no impact on our stockholders’ timely access to this important information.

You can attend the meeting at www.virtualshareholdermeeting.com/
CAMP2021, where you will be able to submit questions during the meeting.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

The Company intends to commence mailing to all stockholders of record entitled to vote at the Annual Meeting, the Notice of Internet Availability of Proxy Materials on or about June 18, 2021.

We encourage you to carefully read these materials, as well as our Annual Report to Stockholders.

Your Vote is Important

Your vote is important. Whether or not you expect to attend the Annual Meeting, please vote by telephone or the Internet according to the instructions on your proxy card or in the Notice of Internet Availability of Proxy Materials (the “Notice”) or request a proxy card from us by email at ir@calamp.com and complete, date, sign, and return your proxy card in the envelope provided, in each such case, as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting.

Even if you have voted by proxy, you may still change your vote by voting through our virtual web conference if you attend the Annual Meeting.

On behalf of our Board of Directors, thank you for your ongoing support of, and continued interest in, CalAmp.

Sincerely,

Jeffery Gardner

President and CEO

Notice of 2021 Annual Meeting of Stockholders


This notice of the 2021 Annual Meeting of Stockholder and Proxy Statement for CalAmp Corp. (“CalAmp” or the “Company”) and the accompanying proxy card are being first mailed to our stockholders on or about June 18, 2021. Time and Date 10:00 a.m., Pacific Time, on Wednesday, July 28, 2021 Virtual Meeting Site www.virtualshareholdermeeting.com/CAMP2021 Record Date June 1, 2021 The Board of Directors has fixed June 1, 2021 as the record date for determining stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. By Order of the Board of Directors Kurtis Binder Secretary Irvine, California June 1, 2021 Important Notice Regarding the Availability of Proxy Materials for the CalAmp Corp. 2021 Annual Meeting of Stockholders to be Held on July 28, 2021. *The Proxy Statement and our 2021 Annual Report are available at* *www.proxyvote.com*.	Items of Business Management Proposals
	Items of Business:	Our Board of Directors Recommends You Vote:
	· Proposal 1. To elect the eight directors named in the Proxy Statement to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified	FORthe election of each director nominee

	· Proposal 2. To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending February 28, 2022	FORthe ratification of the appointment

	· Proposal 3. To approve, on an advisory basis, our executive compensation	FORapproval, on an advisory basis

	· Proposal 4. To approve a proposed amendment of the Company’s Amended and Restated 2004 Incentive Stock Plan to increase the number of shares of common stock that can be issued thereunder by 750,000 shares	FORapproval of the amendment to the 2004 Incentive Stock Plan

Table of Contents


	Page
Letter to Stockholders		1
Invitation to Stockholders		2
Notice of 2021 Annual Meeting of Stockholders		3
Proxy Statement		1
Annual Meeting Information		1
General		1
Outstanding Securities and Quorum		1
Internet Availability of Proxy Materials		1
Proxy Voting		2
Voting Standards		3
Revocation		3
Participating in the Annual Meeting		3
Virtual Meeting Admission		4
Technical Assistance		5
Business Overview		6
Our People Strategy – Focus on our Greatest Asset		11
Our Commitment To Corporate Sustainability		14
PROPOSAL 1–ELECTION OF DIRECTORS		15
Board of Directors Information		16
THE CALAMP BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		21
Limit on Number of Other Public Directorships		21
Director Stock Ownership		21
Changes in Director Occupation or Status		22
Board Leadership Structure		22
Board Oversight of Risk		23
Director Independence		23
Process of Identifying and Evaluating Nominees for Directors		24
Board Meetings and Committees		24
Contacting the Board		26
Corporate Governance Documents		26
Shareholder Engagement		26
Committees of the Board		27
Audit Committee		27
Human Capital Committee		28
Cybersecurity and Data Privacy Committee		29
Governance and Nominating Committee		30
Our Commitment To Corporate Sustainability		32
COMPENSATION OF DIRECTORS		34
PROPOSAL 2–RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS		35
Report of the Audit Committee		36
PROPOSAL 3–ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“Say-on-Pay”)		38
PROPOSAL 4–APPROVAL OF AN AMENDMENT TO THE CALAMP CORP. AMENDED AND RESTATED 2004 INCENTIVE STOCK PLAN		39
Ownership of Securities		48
Executive Compensation and Related Information		50
Compensation Discussion and Analysis		52
Questions and Answers About Our 2021 Annual Meeting And Voting		75

CalAmp Corp.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, July 28, 2021

ANNUAL MEETING INFORMATION

General

The enclosed proxy is solicited by the Board of Directors of CalAmp Corp. (“CalAmp” or the “Company”) for the Annual Meeting of Stockholders to be held at 10:00 a.m., Pacific Time, on Wednesday, July 28, 2021, and any adjournment or postponement thereof. We will conduct a virtual online Annual Meeting this year, so our stockholders can participate from any geographic location with Internet connectivity. We believe this is an important step to enhancing accessibility to our Annual Meeting for all of our stockholders and reducing the carbon footprint of our activities, and is particularly important for our stockholders, employees, and community this year in light of evolving public health and safety considerations posed by the spread of COVID-19. Stockholders may view a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/CAMP2021 and may submit questions during the Annual Meeting. Our principal offices are located at 15635 Alton Parkway, Suite 250, Irvine, California 92618. This Proxy Statement is first being made available to our stockholders on or about June 18, 2021.

Outstanding Securities and Quorum

Only holders of record of our common stock, par value $0.01 per share, at the close of business on June 1, 2021, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 35,285,117 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting. The holders of a majority in voting power of the shares of common stock entitled to vote, present (in person, by remote communication or by proxy), constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be included in determining the presence of a quorum for the Annual Meeting.

Internet Availability of Proxy Materials

We are furnishing proxy materials to some of our stockholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs stockholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials via e-mail, you will continue to receive access to those materials electronically unless you elect otherwise. We encourage you to register to receive all future shareholder communications electronically, instead of in print. This means that access to the annual report, proxy statement, and other correspondence will be delivered to you via e-mail.

Proxy Voting

Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board’s recommendations as follows: “FOR” the election of each of the nominees to the Board named herein; “FOR” the ratification of the appointment of our independent auditors; “FOR” approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; and “FOR” the increase of shares of common stock that can be issued under the Amended and Restated 2004 Incentive Stock Plan by 750,000 shares. It is not expected that any additional matters will be brought before the Annual Meeting, but if other matters are properly presented, the persons named as proxies in the proxy card or their substitutes will vote in their discretion on such matters.

Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs, as well as mitigating COVID-19 risks. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week.

We encourage you to cast your vote by one of the following methods:




VOTE BY INTERNET Prior to the meeting please visit http://www.proxyvote.com During the meeting please visit www.virtualshareholdermeeting.com/CAMP2021	VOTE BY MAIL Return your proxy card to Vote Processing, c/o Broadridge 51 Mercedes Way Edgewood, NY 11717	VOTE BY TELEPHONE Dial +1 800-690-6903

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by certificates or book entries in your name so that you appear as a shareholder on the records of American Stock Transfer & Trust Company, LLC, our stock transfer agent, you may vote by proxy, meaning you authorize individuals named in the proxy card to vote your shares. You may provide this authorization by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of our proxy materials) by returning a proxy card. You also may participate in and vote during the Annual Meeting. If you own common stock of record and you do not vote by proxy or at the Annual Meeting, your shares will not be voted.

If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may instruct that institution on how to vote your shares. You may provide these instructions by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. You also may participate in and vote during the Annual Meeting. If you own common stock in street name and do not either provide voting instructions or vote during the Annual Meeting, the institution that holds your shares may nevertheless vote your shares on your behalf with respect to the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending February 28, 2022, but cannot vote your shares on any other matters being considered at the meeting.

Voting Standards

Proposal 1—Election of directors. The nominees for director are elected by a majority of the votes cast. A “majority of the votes cast” means that the number of votes cast “FOR” a nominee must exceed the number of votes cast “AGAINST” such nominee’s election. Abstentions and broker non-votes will have no effect on the outcome of the director vote. Any director who is not elected by a majority of the votes cast is expected to tender his or her resignation to the Governance and Nominating Committee. The Governance and Nominating Committee will recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. In determining whether to recommend that the Board of Directors accept any resignation offer, the Governance and Nominating Committee may consider all factors that the Committee’s members believe are relevant. The Board will act on the Governance and Nominating Committee’s recommendation within 90 days following certification of the election results.

Proposal 2—Ratification of the appointment of Deloitte & Touche, LLP. To ratify the appointment of Deloitte & Touche, LLP as our independent auditing firm for the fiscal year ending February 28, 2022, the affirmative vote of a majority in voting power of the shares of common stock present (in person, by remote communication or by proxy), at the Annual Meeting and entitled to vote on this proposal is required. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. If you abstain from voting on this matter, your shares will be counted as present and entitled to vote on the matter for purposes of establishing a quorum, and the abstention will have the same effect as a vote against this proposal.

Proposal 3—Say-on-Pay. To approve, on an advisory basis, the compensation of our named executive officers, the affirmative vote of the holders of a majority in voting power of the shares of common stock present (in person, by remote communication, or by proxy) at the Annual Meeting and entitled to vote on the proposal is required. Because your vote on the Say-on-Pay proposal is advisory, it will not be binding on the Board, the Human Capital Committee of the Board, or CalAmp. However, the Board will review the voting results and take them into consideration when making future decisions about executive compensation. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 4—Amendment to the 2004 Incentive Stock Plan. The affirmative vote of the holders of a majority in voting power of the shares of common stock present (in person, by remote communication, or by proxy) at the Annual Meeting and entitled to vote on this proposal is necessary to approve the increase in the number of common stock shares that can be issued. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Revocation

If you own common stock of record, you may revoke your proxy or change your voting instructions at any time before your shares are voted at the Annual Meeting by delivering to the Secretary of CalAmp Corp. a written notice of revocation, authorizing another duly executed proxy via the Internet, mobile device, or telephone (your most recent telephone or Internet authorization will be used) or by returning a proxy card bearing a later date, or by participating in and voting during the Annual Meeting. A stockholder owning common stock in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by participating in and voting during the Annual Meeting.

Participating in the Annual Meeting

This year’s Annual Meeting will be accessible only through the Internet. We are conducting a virtual online Annual Meeting so our stockholders can participate from any geographic location with Internet connectivity. We believe this is an important step to enhancing accessibility to our Annual Meeting for all of our stockholders and enhancing our ESG efforts by reducing the carbon footprint of our activities. A virtual meeting is particularly important for our stockholders,

employees, and community this year in light of evolving public health and safety considerations posed by the spread of the novel coronavirus, or COVID-19. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings, while providing an online experience available to all stockholders regardless of their location. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares.

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on June 1, 2021, the record date, or hold a valid proxy for the meeting. To participate in the Annual Meeting, including to vote and to view the list of registered stockholders as of the record date during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/CAMP2021 and enter the 16-digit control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card or voting instruction form provided to you with this Proxy Statement, or that is set forth within the body of the email sent to you with the link to this Proxy Statement.

Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to log on to www.proxyvote.com and vote in advance of the Annual Meeting.

Stockholders are able to submit questions for the Annual Meeting’s question and answer session during the meeting through www.virtualshareholdermeeting.com/CAMP2021. We will post answers to shareholder questions received regarding our Company on our investor relations website at www.calamp.com after the meeting. We also will post a replay of the Annual Meeting on our investor relations website, which will be available following the meeting. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website or during the ten days prior to the meeting at www.proxyvote.com.

Your vote is very important. Regardless of whether you plan to virtually attend the Annual Meeting or not, we recommend that you vote as soon as possible. You may vote your shares over the Internet or via the toll-free telephone number above. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Stockholders of record and beneficial owners will be able to vote their shares electronically at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers about the 2021 Annual Meeting and Voting beginning on page 75 of the Proxy Statement.

Virtual Meeting Admission

Stockholders of record as of June 1, 2021 will be able to participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/CAMP2021. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Stockholders can also access copies of our Proxy Statement and annual report on Form 10-K for the year ended February 28, 2021, including any exhibits thereto (the “Annual Report”) at the Annual Meeting website. As part of the Annual Meeting, we will hold a Q&A session, during which we intend to answer all questions submitted by stockholders which are pertinent to the Company and the meeting matters, as time permits. Answers to any such questions that are not addressed during the meeting will be published following the meeting on the Company’s website at www.calamp.com. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

The Annual Meeting will begin promptly at 10:00 a.m. Pacific Time on Wednesday, July 28, 2021. Online check-in will begin at 9:45 a.m. Pacific Time, and you should allow approximately 5 minutes for the online check-in procedures.

Technical Assistance

Beginning a few minutes before and during the virtual Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, you should call our support team at:

1-800-586-1548 (U.S. Domestic Toll Free)

1-303-562-9288 (International)

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 28, 2021:

Pursuant to rules promulgated by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. The Notice of Annual Meeting, Proxy Statement, and Annual Report are available from Broadridge Financial Solutions at: www.proxyvote.com. Broadridge does not use “cookies” or other tracking software that identifies visitors accessing this web site.

Business Overview

CalAmp is a global leader in connected intelligence helping people and businesses work smarter

LOGO

Track, monitor and recover vital assets with real-time

visibility and actionable insights

LOGO

Installed base of more than 20M devices monitoring mobile

assets around the world

LOGO

Global operations with a flexible and diversified

outsourced manufacturing model

LOGO

Telematics leader with 30+ years of experience and

strong intellectual property

LOGO

Secure and scalable Telematics Platform to collect and

analyze data for all customers

LOGO

Innovative and configurable software applications and

solutions for key market verticals

We solve your most complex problems

CalAmp Leadership Reflected in Top Enterprise Wins in core Market Verticals

We are a global connected intelligence company helping people and business work smarter. We partner with transportation and logistics, government, industrial equipment and automotive industries to track, monitor and recover vital assets with real-time visibility and insights that allow people and businesses everywhere to thrive. We combine Software-as-a-Service (“SaaS”) applications, telematics services, our CalAmp Telematics Cloud^™(“CTC”) platform and intelligent edge computing products to deliver a comprehensive view of vehicles, equipment, drivers, assets and cargo in real time. Our unified Internet of Things (IoT) ecosystem generates actionable insights that help businesses make better decisions that reduce costs, increase revenue, maximize productivity, optimize operations and improve safety of their services and operations.

Our CTC platform offers valuable telematics services that help companies more efficiently manage their vital assets including fleet video intelligence, remote asset tracking, real-time crash response and driver behavior scoring, among others. Our programmable telematics devices enable computing at the edge that captures business-critical data from mobile assets, their passengers and contents anywhere in the world at any time. We deliver connected intelligence that enables the efficient transport of life-saving pharmaceuticals, optimizes equipment utilization that builds our communities and infrastructure, provides greater public works visibility to citizens, and transports students safely to the classroom.

Our company culture is driven by four core values:

Customer Success—we are driven to establish, develop, and build strong relationships with our customers. We are focused on understanding their respective organizations and helping them meet and surpass their goals while facilitating the successful implementation of our services and our products.

Innovation—we are committed to transforming ideas into new and improved products and processes. We respond resourcefully to demands and challenges in order to advance, compete and differentiate ourselves successfully in the marketplace and bring value to our customers as well as our teams.

Execution—we seek to understand, anticipate and respond to our customers’ needs by working hard to achieve measurable results. We achieve total customer satisfaction by understanding what the customer wants and delivering it flawlessly. Satisfied customers are essential to our success.

Inclusion—we believe in the integrity, honesty and trust of our employees. These are key ingredients to collaboration and inclusion. We listen to what others have to say, valuing their opinion, and speaking the truth in a positive manner. We take personal responsibility for our actions and are committed to building diverse teams with fairness and respect for all.

The successful execution of this approach, in combination with our core values, will help customers to succeed and thus drive our growth.

We have approximately one million software and service subscribers today within our core businesses, and more than 20 million of our systems’ devices have been installed globally in multiple market verticals including automotive, insurance, transportation and logistics, government and industrial equipment. Our Here Comes The Bus^® school bus tracking mobile app serves over 300 school districts across North America and has more than two million users. In April 2020, we made the strategic decision to transition out of the Automotive Vehicle Finance business and thus it is excluded from our core businesses. We believe our combined installed base represents a significant recurring revenue opportunity as we strive to deliver additional over-the-top services and data monetization opportunities to subscribers in collaboration with our customers and partners.

Growth Strategy – Capitalize on $30B Total Available Market (“TAM”)

Over the past several years, we have been focused on growing our subscription-based business to deliver a higher level of recurring and predictable revenue stream. We intend to grow this core business and expand into new markets and geographic regions in the years ahead. Our business operates at the nexus of several large market opportunities, such as the fleet, transportation and logistics, supply chain and connected-vehicle ecosystems, which includes tracking monitoring and recovering high-value vehicles, equipment, cargo and other vital assets in the markets around the world. We believe these market opportunities constitute a total addressable market (“TAM”) of approximately $30 billion. In order to capitalize on this TAM, our growth strategy includes the following key elements:

Drive Ongoing Transformation to SaaS Business Model. We are relentlessly pursuing our goal to grow our software and subscription services business. To accomplish this goal, our team is focused on continual innovation across our proprietary software stack. We believe that by leveraging our existing brand presence and customer base in four market verticals, including transportation & logistics, industrial equipment, government, and connected car, we can drive growth in our SaaS applications. And as we steadily grow our base of SaaS subscribers, we’ll continue to migrate to a pure-play solution provider of subscription services by combining our broad portfolio of SaaS applications, proprietary cloud-based platform and programmable telematics systems devices.

Increase Subscriber Base to Drive Recurring Revenue. A key driver of our recurring revenue is the number of customers who are on a subscription basis for our software solutions and services. The more subscribers we are able to secure, the higher our recurring revenue will be. We currently have approximately 1.0 million subscribers within our core businesses, with significant opportunities to expand that number by transitioning existing customers to our software solutions and securing new customers with our expanded SaaS offerings.

Capitalize on Transition from 3G to 4G. There is currently a major technology shift taking place in which wireless carriers are required to gradually shut down older generation networks, known as the 3G network sunset. Since the transportation industry relies on near-constant network connectivity with the back office for their day-to-day operations, the 3G network sunset will be a significant challenge as fleets will need to replace equipment to ensure they can continue operating safely and efficiently. This transition has presented a significant growth opportunity for CalAmp as we assist our customers in making this transition to newer 4G LTE networks and equipment prior to the mandated 3G shut-down dates for carriers. We believe this transition could provide sustained demand for our solutions and services well into fiscal 2022.

Launch New Innovative Software Solutions in the Emerging Connected Vehicle Market Worldwide. We have established a highly recognizable brand as well as strong and unique relationships with insurance companies, rental car agencies, regional and global transportation and logistics providers, and heavy equipment original equipment manufacturers (OEMs). We continue to develop innovative telematics applications for the connected vehicle market such as our award-winning Here Comes the Bus and iOn^™ Suite of advanced tracking software applications.

Expand in Key Verticals and Target Geographies. We are leveraging our existing customer relationships, international subscribers and recent acquisitions to further expand into global markets including Latin America, Europe, Middle East & Africa, and Asia Pacific. Our global expansion strategy is focused on countries with anticipated demand for our full stack of SaaS applications and services, cloud platform and telematics devices.

Expand Presence in Industrial IoT. We believe that our current distribution footprint covers a significant portion of the global industrial IoT market due to our strong relationships with large enterprise accounts such as Caterpillar. We intend to leverage our core competencies of working with these global enterprises while expanding our presence with other industrial equipment OEMs.

Our Platform

CalAmp’s unified IoT ecosystem includes our SaaS-based applications, CalAmp Telematics Services, CalAmp Telematics Cloud Platform and intelligent edge computing products. Companies of all sizes leverage our integrated suite of IoT services and devices into their operational infrastructure to reliably and securely transmit business-critical data points from high-valued mobile assets to address the most complex operational challenges. This tight integration of IoT technology provides greater visibility to help meet customer expectations in the on-demand economy.

LOGO

Our People Strategy—Focus on our Greatest Asset

People are our greatest asset, and we are committed to being an employer of choice in our industry. Our employees engage in meaningful work with access to cutting-edge tools and technologies to develop solutions that are leveraged across entire industries. We proudly offer the security of an established publicly traded technology company, yet nurture and embody an entrepreneurial spirit. We give our employees a comprehensive compensation package and robust benefits that support the whole person.

CalAmp’s strategic leadership comes from a solid base of worldwide experience in technology, from connected vehicles to networking to public safety to energy and beyond. The executive team has years of expertise in both start-up and enterprise environments designing software and hardware for a wide variety of applications.

As of April 21, 2021, we had 949 employees globally and from time to time we also hire contract workers. None of our employees or contract workers are represented by a labor union. The contracted workers are generally engaged through independent temporary employment agencies.

Our HR Mission

Our HR mission is to create a winning culture that fosters innovation, collaboration, exceptional performance, and personal accountability with balanced attention to work and personal life issues.

Our Core Values—We believe celebrating employees and their achievements is key to building a winning culture. We define and measure our winning culture by how quickly we innovate, how effectively we execute, how inclusive our environment is, and our willingness to place customer success at the forefront of everything we do.

LOGO

Our Core Values support the company vision and embrace the culture and experience we want our employees and customers to have. Sharing these common values will help guide us and build internal cohesion towards our Winning culture.

Diversity & Inclusion—CalAmp continually strives to be a deeply inclusive employer with diversity reflected in our teams. We encourage employees to be truly themselves and thrive in an environment where their voices matter, differences are understood and valued, and where they are supported to express their unique ideas openly. We aim to foster a highly engaged and energized workplace—where everyone is treated with dignity and respect and is excited to achieve more.

In addition to incorporating Inclusion into our Core Values and performance review process, CalAmp is also diversifying interview teams by adding employees from under-represented groups into the decision-making process. Training on bridging diversity gaps will be provided to employees to further drive an inclusive culture and build upon employee engagement.

As of April 2021, CalAmp’s Global employee base is 31% female and new hires are 40% female.

In the US, the national employee base is 47% BIPOC (Black, Indigenous, and People of Color). Breaking down that BIPOC representation further: 6% Black, 11% Hispanic/Latino, 25% Asian, 4% Multiracial, 1% Other.

Compensation & Benefits—CalAmp’s benefits are centered around our greatest strength: our people. We strive to care for the whole employee. We aim to continually offer an inclusive benefits program that empowers our people to choose benefits according to their needs. This includes offering a robust package of rich benefits that expand from healthcare to an employee stock purchase program. We not only care about the current state of our employees but their futures as well. That is why we offer a company match of up to 4% towards their retirement. Our employees enjoy a generous PTO plan—whether salaried or hourly—they get the time they need to be with family, friends, or to take a mental health day. CalAmp is dedicated to taking care of our employees and their families every step of the way. We will continue to seek out innovative benefit programs, vendors, and solutions that improve the health of our employees and their families—while anticipating and adapting ahead of market trends to control costs for the benefit of our employees and the company.

Wellness—We carefully plan our wellness programs annually to offer an array of opportunities for employees to engage in financial, emotional, and physical activities. We believe our employees benefit the most using this well-rounded approach to target the multiple factors of their overall well-being. Our wellness program includes educational

seminars, an employee assistance program for employees and their families, walking challenges, healthy selfie competitions, cooking classes, health fairs, eye exams, virtual yoga classes and chair massages. Wellness incentives are also offered to motivate our employees and their spouses to complete their preventative exams each year in a proactive manner, ensuring their health is top-of-mind.

Talent Development—Providing employees with opportunities to increase knowledge and develop skills makes them feel valued. It gives them a sense of being invested in and recognition of their potential. CalAmp invests in our employees’ professional development by offering a variety of training programs. CalAmp has developed an Educational & Training Reimbursement program which provides an annual fund of training dollars to employees who are motivated for self-development. Employees can seek out job-related degrees or other types of training for job enhancement, personal enrichment, and growth. Further, CalAmp offers a variety of on-site and virtual training programs throughout the year that support leadership development. Courses range from fundamentals such as PowerPoint and Presentation skills, to Advanced Communications, Negotiations, and Developing High Performance Teams. Through our programs, employees are given the tools which set them up for success and allow them to approach their work with a greater level of self-assurance and confidence.

COVID-19 Support—As of March 2020, measures were put in place to support virtual work arrangements globally. We are actively monitoring COVID-19 and taking measures to adjust policies & procedures that will help protect our customers, employees, and business.

A Road to Re-Entry process was created and COVID-19 work procedures and positive test results protocol were put in place. We also ordered and shipped Personal Protect Equipment to remote employees working in the field and to our five locations. We supplied employees with home-office supplies—such as sit-to-stand desks & chairs. To keep employees connected, we held bi-weekly All-Hands meetings globally, distributed weekly COVID–19 updates to employees, and provided COVID-19 on-line training for prevention and general hygiene. We closely monitored COVID cases and assisted employees with tests and/or treatment.

CalAmp Cares—Here at CalAmp we pride ourselves on our people. They are hardworking, dedicated, talented, and passionate. However, as humans we all come to moments in our lives where we need extra support. With this in mind, we launched CalAmp Cares in 2019 to ensure our employees understand we are here for them. CalAmp Cares has since expanded globally as of 2020, reaching our employees in Mexico, Italy, and the UK. We are overwhelmed with immense pride and honor that our employees have made this program their own, coming together like family to support each other in times of need.

Community Care—CalAmp provides opportunities for our employees to stay involved in the communities around them. We know the importance of caring for our communities is essential to our employees’ well-being. We love to be a part of the solution and seeing our communities flourish. We know we can’t solve world hunger but we can join the battle to fight the hunger around us. That is why we hold annual food drives across all our locations to provide meals for those that need our support.

CalAmp recently introduced Paid Volunteer Hours. Our employees get to choose a cause, a date and a time that works for them. We aim to support our communities and our employees’ journeys to do the same. This means giving our employees the freedom to care for their communities in ways they are most passionate about.

Employee Engagement—CalAmp has implemented tools to encourage, foster, track and improve employee engagement. Over the past year we implemented a global internal communication portal, full scale intranet with organizational charts, employee recognition and service awards, as well as tools for setting both individual and team goals. Various pulse surveys have been used to track and measure employee wellbeing. Employee engagement is an indicator of employee well-being and commitment to our values, purpose, and strategies.

Our Commitment to Corporate Sustainability

We continually seek to improve and enhance our governance programs. This year, we are pleased to share with our shareholders an update on our Environmental, Sustainability and Governance (“ESG”) efforts. We believe that responsible and sustainable business practices support our long-term success as a company. While those practices help keep our communities and our environment vibrant and healthy, they also lead us to more efficient, resilient, and profitable business operations. They also help us help our customers meet their ESG targets. We believe that being an industry leader is not just about having talented employees or innovative products, but it is also about doing business the right way, every day. That is why our commitment to sound corporate social responsibility (or “CSR”), is deeply rooted in all aspects of our business.

Information regarding our ESG activities is available in our corporate social responsibility report entitled “2021 Corporate Sustainability Report”, available on the ESG tab of our website at www.calamp.com (which is not incorporated by reference herein). Our Governance and Nominating Committee oversees our ESG and CSR policies and programs. Below are some highlights from our 2021 Corporate Sustainability Report:



Sustainable Products We take responsibility for how our products impact the environment and communities. We believe transparency enhances accountability, helping us improve the long-term sustainability of our products and business.		Responsible Supply Chain The need for greater transparency and reliability are driving behavioral change in corporate supply chains, especially as a result of the COVID-19 pandemic. We embrace and facilitate this change with our forward-thinking, responsible supply chain program, based on a commitment to collaborate with suppliers and key stakeholders to ensure that our value chain is reliable, socially responsible, and sustainable.


Ethical Business Practices Integrity is a core value of our company culture—one that we work hard to maintain and enhance our efforts to earn the trust of our customers and business partners, to inspire our employees, and to deliver value for our stockholders and improve our communities.		Advancing a Better Environment As we look to the future, CalAmp recognizes that environmental stewardship is critical to the long-term success of our company, our customers and other stakeholders. We are fully committed to responsible use of the earth’s natural resources and we strive to minimize any impact on climate change as we work together to create a better future.


Enhancing Vibrant Communities We believe that corporate sustainability should go beyond environmental and labor considerations to provide a positive social impact on the local communities in which we operate across the globe.

PROPOSAL 1—ELECTION OF DIRECTORS

The Board of Directors (the “Board”), based on the recommendation of the Governance and Nominating Committee, proposes that the following eight nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Stockholders or until his or her successor shall have been elected and qualified:

Amal Johnson

Jeffery Gardner

Scott Arnold

Jason Cohenour

Henry Maier (*)

Roxanne Oulman

Jorge Titinger

Kirsten Wolberg (*)

(*)	Board member is standing for election for the first time effective July 28, 2021.

In summary, a board of eight directors is standing for election at the 2021 Annual Meeting. Six of these directors were recommended by the Governance and Nominating Committee and elected to the Board of Directors at last year’s annual meeting. Two new members were appointed by the Board within the past year; Kirsten Wolberg (on September 1, 2020) and Henry Maier (on June 1, 2021). A.J. “Bert” Moyer, a director since 2004, and Larry Wolfe, a director since 2008, have chosen not to stand for reelection at the 2021 Annual Meeting.

Mr. Moyer ceased to be the Chair of the Board effective July 29, 2020, and Amal Johnson was appointed as the Chair of the Board as of the same date. Upon Ms. Johnson’s appointment, she ceased to be the Chair of the Compensation Committee and Jorge Titinger was appointed as the Chair of this committee as of the same date. Effective September 22, 2020, our Board of Directors changed the name of the Compensation Committee to the Human Capital Committee and updated the charter to reflect the broader scope of the committee.

Additionally, Mr. Wolfe ceased to be the Chair of the Audit Committee effective December 31, 2020 and Ms. Oulman was appointed as the Chair of this committee as of the same date.

Effective June 8, 2021, our Board of Directors formed a new committee called the Cybersecurity and Data Privacy Committee (the “Cybersecurity Committee”) and appointed Ms. Wolberg, Ms. Johnson, and Mr. Titinger as members of the committee to be governed by a charter which was ratified by the Board of Directors on the effective date and is now published on our website at www.calamp.com.

Due to the changes in our Board of Directors and the formation of the Cybersecurity Committee, there were several changes made to committee memberships during fiscal 2021, which become effective July 28, 2021 and are summarized in the section entitled “Committees of the Board” on page 27. The biographical on each nominee and related information including the committee memberships that each Board member held during fiscal 2021 is set forth below.

Although the Board expects that the eight nominees will be available to serve as directors, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.

The Board of Directors recommends a vote “FOR” each nominee.

Board of Directors Information

In evaluating the nominees for the Board of Directors, the Board and the Governance and Nominating Committee took into account the qualities they seek for directors, and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of CalAmp Corp., as discussed below in each biography and under “Biographical Information.” When evaluating re-nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board and, with the exception of Mr. Gardner, who is an employee, their independence. All of the Board committee memberships indicated within the section entitled “Biographical Information” represent those membership held by the respective Board member during fiscal 2021. The committee memberships as assigned by the Governance and Nominating Committee to be effective July 28, 2021 are provided in the table on page 27 under the section entitled “Committees of the Board.”

Biographical Information

Amal Johnson

Former Director and Executive Chairwoman of the Board, Author-it Software Corporation

Independent

Background

From March 2012 to December 2017, Ms. Johnson was a member of the Board of Directors and from March 2012 to October 2016, the Executive Chair of Author-it Software Corporation, a privately held SaaS company that provides a platform for creating, maintaining and distributing single-sourced technical content. Prior to joining Author-it Software, Ms. Johnson led MarketTools, Inc., another SaaS company, as Chief Executive Officer from 2005 to 2008, and then as Chair of the Board until the company was acquired in January 2012. Prior to MarketTools, Ms. Johnson was a general partner at Lightspeed Venture Partners, focusing on enterprise software and infrastructure, from 1999 to 2004. Previously, Ms. Johnson was President of Baan Supply Chain Solutions, Baan Affiliates, and Baan Americas, from 1994 to 1999. Prior to that, Ms. Johnson served as President of ASK Manufacturing Systems from 1993 to 1994 and held executive positions at IBM from 1977 to 1993. Ms. Johnson holds a BA degree in Mathematics from Montclair State University and studied Computer Science at Stevens Institute of Technology graduate school of engineering.

Qualifications and Skills

Ms. Johnson was chosen to serve on our Board because of her executive management and board leadership experience with software services companies, as well as her current service on the board of various other public companies.

Age:

Director since:

Board committees:

Other current public company boards:

December 2013

Governance and Nominating

Intuitive Surgical, Inc. (Nasdaq: ISRG);

Essex Property Trust, Inc. (NYSE: ESS)

Jeffery R. Gardner

President and CEO

Background

Mr. Gardner has been President and CEO of CalAmp since July 25, 2020, and has been a Director of CalAmp since January 2015. He served as the president and CEO of Brinks Home Security from 2015 until February 2020. From 2005 until 2015, he was a member of the board of directors of Windstream Holdings, Inc., a leading provider of advanced network communications and technology solutions, including cloud computing and managed services to businesses nationwide. From 2005 to 2014, Gardner also served as the president and chief executive officer of Windstream. Before joining Windstream, he served as executive vice president and chief financial officer of Alltel Corp. Earlier, he held a variety of senior management positions at 360 Communications, which merged with Alltel in 1998.

Gardner received a bachelor of arts degree in finance from Purdue University and a master’s degree in business administration from The College of William and Mary. He is currently an NACD Board Leadership Fellow and NACD Governance Fellow, and he previously served on several national associations including the Business Roundtable and the United States Telecom Association.

Qualifications and Skills

Mr. Gardner’s individual qualifications and skills as a director include his wealth of leadership experiences as a CEO at highly successful technology companies, and financial expertise.


Age:	Director since:	Board committees:	Other current public company boards:
61	January 2015	None	Qorvo, Inc. (Nasdaq: QRVO)

Scott Arnold

President and CEO,

AuditBoard

Independent

Background

Mr. Arnold serves as the President and CEO of AuditBoard, a leading cloud-based solutions provider of audit, risk and compliance services. Prior to this role, Mr. Arnold was the President of Shutterfly Enterprise that was acquired in 2019 by Apollo Global Management. He served from May 2013 to April 2016 as president and CEO at AppSense, a leading provider of user environment management solutions enabling a productive, secure workspace. Prior to joining AppSense, from July 2007 to August 2012, Arnold held the roles of COO and then president and CEO of MarketTools, Inc., a Software as a Service (SaaS) market research company. From November 2003 to November 2005, he was COO and Interim CEO of Borland Software, a software company that facilitates software development projects.

Prior to his operating roles, Arnold was a partner at McKinsey & Company where he served clients across technology and telecom industries and helped build the Firm’s practice in Silicon Valley. Arnold currently serves on Duke University’s Pratt School of Engineering Board of Visitors, and holds a BS degree in Electrical Engineering from Duke and an MBA degree from the Stanford Graduate School of Business.

Qualifications and Skills

Mr. Arnold brings an extensive background in SaaS and enterprise software, along with a passion for optimizing customer experiences and driving product innovation.

Age:

Director since:

Board committees:

Other current public company boards:

June 2019

Audit

Human Capital

None

Jason Cohenour

Former President, CEO and Director, Sierra Wireless, Inc.

Independent

Background

Mr. Cohenour served as the President, CEO and director of Sierra Wireless, Inc. from 2005 until June 2018, and held other senior management positions with Sierra Wireless, including COO, from 1996 until 2005. Mr. Cohenour also served as a director of Ikanos Communications, Inc. from 2014 until August 2015, when that company was acquired by Qualcomm, and Epic Data International, Inc. from 2004 to 2010. Mr. Cohenour has a BS degree in Business Administration from the University of Rhode Island.

Qualifications and Skills

Mr. Cohenour was chosen to serve on our Board because of his many years of experience in technology, with a concentration in the mobile wireless communications and Internet of Things (“IoT”) markets, including leading numerous equity financing and M&A transactions.

Age:

Director since:

Board committees:

Other current public company boards:

June 2019

Governance and Nominating (Chair)

Audit

None

Henry Maier

Former President and CEO

FedEx Ground

(NYSE: FDX)

Independent

Background

Mr. Maier was appointed a director of CalAmp in June 2021. In June 2021, he retired as president and CEO of FedEx Ground—a position he had held since June 2013. He also served on the Strategic Management Committee of FedEx Corp., which sets the strategic direction for the FedEx enterprise. Originally from Texas, Mr. Maier graduated from the University of Michigan with a bachelor’s degree in economics. In addition to the CalAmp Board, he also holds board positions with non-profit organizations like the United Way of Southwestern Pennsylvania and the Allegheny Conference on Community Development, as well as transportation holding company Kansas City Southern.

Qualifications and Skills

Mr. Maier has over 40 years of experience in the transportation industry, including more than 30 years at FedEx companies. His FedEx career includes various leadership positions in logistics, sales, marketing and communications. He was the President and CEO of FedEx Ground and responsible for all the company’s strategic planning, contractor relations and corporate communications programs.


Age:	Director since:	Board committees:	Other current public company boards:
67	June 2021	Not Applicable	Kansas City Southern. (Nasdaq: KSU)

Roxanne Oulman

EVP & CFO Medallia, Inc.

(NYSE: MDLA)

Independent

Background

Ms. Oulman currently serves as the EVP and CFO of Medallia, Inc., a public SaaS company that she joined in November 2018. Previously, she served as CFO of CallidusCloud, a publicly held SaaS company, from November 2016 until September 2018. From May 2013 to November 2016, Ms. Oulman held leadership positions at CallidusCloud, which was acquired by SAP in April 2018. From 2011 to 2013, Ms. Oulman served as an Interim Chief Financial Officer at Thoratec Corporation, a biomedical device company, and from 2004 to 2011, she held several other financial leadership positions at Thoratec Corporation. From 1999 to 2004, Ms. Oulman was a General Manager and Western Regional Controller at Zomax, Inc., a logistics and supply chain company. Ms. Oulman has a BS degree in Accounting from Minnesota State University, Mankato and an MBA degree from University of the Pacific—Eberhardt School of Business.

Qualifications and Skills

Ms. Oulman was chosen to serve on our Board because of her background as a proven public SaaS company CFO with experience in leading profitable, innovative companies, as well as her customer experience skills and skills relating to financial statement and accounting matters.


Age:	Director since:	Board committees:	Other current public company boards:
50	August 2018	Audit (Chair)	None

Jorge Titinger

Former President, CEO and Director of Silicon Graphics International Corporation

Independent

Background

Mr. Titinger is the principal of Titinger Consulting, a private consulting and advisory services firm that he founded in 2016. Mr. Titinger served as President, Chief Executive Officer and a member of the board of Silicon Graphics International (SGI) from February 2012 until November 2016, when SGI was acquired by Hewlett Packard Enterprise. Previous to SGI, from June 2008 to July 2011, Mr. Titinger held several executive positions at Verigy Ltd., a company in the semiconductor automated test equipment industry, culminating as President, Chief Executive Officer and member of the board. Prior to Verigy, Mr. Titinger was Senior Vice President and General Manager of Product Business Groups at Form Factor, Inc., a company in the probe card technology business, from November 2007 to June 2008. Mr. Titinger previously held executive and general management positions at KLA-Tencor Corporation and Applied Materials, Inc., both companies in the semiconductor equipment industry, MIPS Computer Systems, Inc., a company in the graphics computing industry, and Hewlett-Packard Company. Mr. Titinger holds BS and MS degrees in Electrical Engineering and an MS degree in Engineering Management, all from Stanford University

Qualifications and Skills

Mr. Titinger was chosen to serve on our Board because of his board and executive level experience with publicly held technology companies.

Age:

Director since:

Board committees:

Other current public company boards:

June 2015

Human Capital (Chair)

Governance and Nominating

Cohu, Inc. (Nasdaq: COHU)

Axcelis Technologies Inc. (Nasdaq: ACLS)

Kirsten Wolberg

Former Chief Technology and Operations Officer of DocuSign, Inc.

(NASDAQ: DOCU)

Independent

Background

Ms. Wolberg served as the Chief Technology and Operations Officer for DocuSign, Inc. (NASDAQ: DOCU) from October 2017 to May 2021. From January 2012 to October 2017, Ms. Wolberg was a Vice President at PayPal, Inc., a subsidiary of PayPal Holdings, Inc. (NASDAQ: PYPL), where she served in various executive roles including as Vice President, Technology from 2012 to 2015. Prior to that, Ms. Wolberg was Chief Information Officer for Salesforce (NYSE: CRM) from May 2008 to September 2011. In addition, Ms. Wolberg serves on the board of directors of lender Sallie Mae (NASDAQ: SLM), enterprise technology companies Dynatrace (NYSE: DT), and DUCO, and two nonprofit organizations in the workforce development space, Year Up, and Jewish Vocational Services (JVS). Ms. Wolberg holds a B.S. in Business Administration with a concentration in Finance from the University of Southern California and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University.

Qualifications and Skills

Ms. Wolberg’s extensive experience in technology for SaaS-based companies, including Salesforce.com, PayPal and DocuSign, allows her to provide valuable insight to the Board of Directors in the areas of information technology, cyber security and business operations.

Age:

Director since:

Board committees:

Other current public company boards:

September 2020

Human Capital

Sallie Mae (NASDAQ: SLM);

Dynatrace (NYSE: DT)

THE CALAMP BOARD OF DIRECTORS AND

CORPORATE GOVERNANCE

Our Board has adopted Corporate Governance Guidelines that provide the framework for the governance of CalAmp and represent the Board’s current views with respect to selected corporate governance issues considered to be of significance to stockholders. The current version of our Corporate Governance Guidelines is available in the Corporate Governance section of the Company’s website at www.calamp.com. We are in compliance with the current corporate governance requirements prescribed by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Nasdaq.

Diversity. The Governance and Nominating Committee considers and evaluates director candidates in the context of an assessment of the anticipated needs of our Board as a whole in order to achieve a diversity of occupational and personal backgrounds and a variety of complementary skills so that, as a group, our Board will possess the appropriate talent, skills and expertise to oversee CalAmp’s business. When considering candidates as potential Board members, the Board and the Governance and Nominating Committee evaluate the candidates’ ability to contribute to such diversity. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process.

Board Refreshment. Our Board’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors (with five new directors on-boarding and three directors leaving in the last four years). Most recently, two new members were appointed by the Board including Kirsten Wolberg effective September 1, 2020 and Henry Maier effective June 1, 2021. A.J. “Bert” Moyer and Larry Wolfe have chosen not to stand for reelection at the 2021 Annual Meeting.

As of July 28, 2021, the composition of our Board of Directors by gender, age and tenure will be as follows:

Limit on Number of Other Public Directorships

We have a policy that limits the number of other public company boards on which our directors may serve. Under this policy, CalAmp directors who also serve as CEOs or in equivalent positions should not serve on more than two other public company boards in addition to our Board, and other directors should not serve on more than four other public company boards in addition to our Board.

Director Stock Ownership

We have established stock ownership guidelines for non-employee directors and executive officers. Pursuant to these guidelines, non-employee directors are expected to own shares of our common stock with an aggregate acquisition date market value of at least three times the amount of the annual base retainer of $60,000. The stock ownership guidelines for executive officers are described on page 62.

Communication with Management

We have devoted significant effort in recent years to enhancing communication between our Board and management and have adopted the following practices to promote clear, timely and regular communication between directors and management:

Business Updates. In between Board meetings, management provides our Board with updates on our business performance on at least a quarterly basis and more often when there is a significant or unusual events impacting the business.

Meeting Agendas and Presentations. Our Chair of the Board and committee Chairs regularly communicate with management to discuss relevant meeting topics and the development of the agendas and presentation materials.

Developing Matters. In between Board meetings, directors receive prompt updates from management on developing matters affecting our company and our business. For instance, these updates occurred on average, every other week in the initial months of the COVID-19 pandemic in order to facilitate increased communication and oversight in the dynamic environment created by COVID-19.

Reference Materials. Directors also regularly receive quarterly strategy updates, securities analysts’ reports, investor communications, company publications, news articles and other reference materials.

Director Orientation and Education

All new directors participate in an extensive director orientation program. New directors engage with members of the executive team and senior management to review, among other things, our historical business and go-forward strategy, technology, finance matters (tax, treasury and accounting), internal audit and enterprise risk matters, human resources matters, corporate governance policies and practices, Global Code of Conduct and legal matters. We provide new directors with written materials to supplement the management meetings to permit them to further understand our business, industry and product portfolio. We have also implemented a mentorship program to pair new directors with longer tenured directors to facilitate a smooth transition onto our Board of Directors. Based on input from our directors, we believe our director orientation program, coupled with participation in regular Board and committee meetings, provides new directors with a strong foundation in our business, connects directors with members of management with whom they will interact and accelerates their effectiveness to engage fully in Board deliberations. Directors are provided additional orientation and educational opportunities upon acceptance of new or additional responsibilities on our Board and in committees that focus on those specific responsibilities.

Changes in Director Occupation or Status

We have a policy that requires a director to tender a letter of resignation to the Chair of the Governance and Nominating Committee in the event that the director’s principal occupation or business association changes substantially from the position he or she held when the director originally joined our Board. The Governance and Nominating Committee will review whether the new occupation, or retirement, of the director is consistent with the specific rationale for originally selecting that individual and the guidelines for Board membership, and will recommend action to be taken by the Board, if any, regarding the resignation based on the circumstances of the new position or retirement.

Board Leadership Structure

Our Board does not have a formal policy with respect to whether the roles of the Chair of the Board (“Chair”) and the Chief Executive Officer should be separate and, if they are to be separate, whether the Chair should be selected from the non-employee directors or be an employee. However, our Corporate Governance Guidelines provide that if the Chair is not an independent director, then the Board shall designate one independent, non-employee director to serve as a lead director. If so designated, the lead director would act as a liaison between the independent directors and management and

would be responsible for assisting the Chair in establishing the agenda for Board meetings, for coordinating the agenda for, and chairing executive sessions of the non-employee directors, and for performing such other duties as may be specified by the Board from time to time.

We currently separate the roles of Chief Executive Officer and Chair. The current Chair is an independent, non-employee director. Our Board believes this is the appropriate leadership for CalAmp at this time because it permits our Chief Executive Officer to focus on setting our strategic direction, day-to-day leadership, and operating performance, while permitting the Chair to focus on providing guidance to the Chief Executive Officer and setting the agenda for Board meetings. Our Board also believes that the separation of the Chief Executive Officer and Chair roles assists the Board in providing robust discussion and evaluation of strategic goals and objectives. However, our Board acknowledges that no single leadership model is ideal for all companies at all times. As such, our Board periodically reviews its leadership structure and may, depending on the circumstances, choose a different leadership structure in the future.

Board Oversight of Risk

Our Board seeks to understand and oversee the most critical risks relating to our business, allocate responsibilities for the oversight of risks among the full Board and its committees, and see that management has in place effective systems and processes for managing risks facing us. Overseeing risk is an ongoing process and risk is inherently tied to our strategic decisions. Accordingly, the Board considers risk throughout the year and with respect to specific proposed actions. While the Board is responsible for oversight and direction, management is charged with identifying risk and establishing appropriate internal processes and an effective internal control environment to identify, manage and mitigate risks and to communicate information about risk to our Board. Committees of the Board also play an important role in risk oversight.

The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, business continuity and operational risks; the qualifications, independence, and performance of our independent auditors; the performance of our internal audit function, legal and regulatory matters; and our compliance policies and procedures. In fulfilling its duties, the Audit Committee considers information from our independent registered public accounting firm, Deloitte & Touche LLP.

The Human Capital Committee is responsible for overseeing management of risks related to compensation for our executive officers and our overall compensation program, including our equity-based compensation plans, as well as risks related to other human capital management matters.

The Cybersecurity and Data Privacy Committee is responsible for overseeing management of information technology infrastructure and utilization, enterprise applications, cybersecurity and data privacy risks and related programs, including, but not limited to, enterprise cybersecurity, privacy, data collection and protection and compliance with information security and data protection laws.

Director Independence

Proposal One is for the election of eight directors, seven of whom are independent. A director’s independence is determined by our Board pursuant to the rules of Nasdaq and applicable SEC rules and regulations. Our Board has determined that each director nominee is independent, with the exception of Jeffery Gardner, who serves as the Company’s President and Chief Executive Officer.

Process of Identifying and Evaluating Nominees for Directors


1	2	3	4

Assess Thoughtful process to develop criteria sought in directors guided by the Governance and Nominating Committee	Identify Potential nominees identified	Evaluate Governance and Nominating Committee reviews available information on prospective nominees	Nominate Board nominates directors for election by stockholders

SEC Form DEF 14A filed by CalAmp Corp.