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 d302503ddef14a.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 paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

☐		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.

LOGO

Cal/Amp®
2022 Proxy Statement
Notice of Annual Meeting
July 26, 2022

Dear Fellow Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of CalAmp Corp. to be held in person on Tuesday, July 26, 2022 at 12:00 p.m., Pacific Time at 200 Spectrum Center Drive, Suite 250, Irvine, California 92618.

Before going into more detail about our Annual Meeting I would like to share with you some of the highlights of our 2022 fiscal year.

I am pleased with the CalAmp team’s performance over our past fiscal year as we forged through this challenging market environment. We have been working closely with our customers and suppliers to effectively manage through the supply chain challenges while accelerating our strategic transformation to a software-as-a-service (SaaS) telematics provider. As evidence of our progress, in fiscal 2022 our Software and Subscription Services (S&SS) revenue increased 18% to $154 million for the fiscal year and represented 52% of total revenue compared to $130 million or 42% of total revenue in the prior year. Further highlighting our progress, Remaining Performance Obligations*, expanded to $202 million at 2022 fiscal year-end from $145 million at 2021 fiscal year-end, and our aggregate backlog grew as well to $285 million from $211 million in the prior year.

Moreover, during the fourth quarter, we converted approximately one-fifth of our eligible telematics device customers to recurring subscription contracts, while strengthening our relationships with BMW and Toyota, and bringing on new logos such as ConMet and Cooltrax, among others. We also engaged in a new strategic partnership with US-based Noregon to implement remote diagnostics and preventative maintenance capabilities for transportation, logistics and fleet operators. As of the end of our fiscal year, our total subscriber count reached 1.1 million, up 11% from the 954,000 in the prior year.

A major driver for these contract conversions and new customer engagements was the introduction of our industry leading CalAmp Telematics Cloud (CTC) platform for real-time data access to field devices. An increasing number of customers are realizing the value of CalAmp’s device-enabled telematics solutions by programmatically accessing the information captured and aggregated within CTC. This platform approach gives customers flexibility either to purchase complete pre-built solutions or to integrate the rich data found in our platform’s core telematics engine into their own applications. We are continually bolstering the value customers receive by improving the capabilities of CTC and applications with frequent firmware, platform, and application enhancements, such as AI analytics.

The ongoing 3G-to-4G mobile upgrade cycle continued to be a factor driving our S&SS growth in fiscal 2022 as major telecom providers—AT&T and Verizon—began to sunset their older transmission infrastructure. For instance, our major package delivery and shipping customer completed the upgrade of 35,000 of its trailers with CalAmp gateways that access our platform solutions, thus adding to our SS&S revenue growth. In addition, we entered into a partnership with Hyundai Translead, the largest provider of dry and refrigerated trailers in North America, for a smart trailer solution to enable safe and efficient operation of their large trailer network. We also continued to make strong progress on our international expansion including new operations opening in Spain and the launch of our flagship iOn Fleet Management solution in both Italy and the United Kingdom.

During the year, we expanded the depth of experience and diversity across our board of directors, including the appointment of Henry Maier, the former CEO of FedEx Ground, who has now also been elected as our new Chair. We were also recognized for our gender diversity by 50/50 Women on Boards for having three or more women on our board. I would like to thank our current Chair, Amal Johnson, for nine outstanding years of service to the CalAmp stockholders. Additionally, we have been working hard to attract top talent across product development, marketing and sales to strengthen and expand our team.

I would like to thank our loyal stockholders, along with our customers, employees and suppliers, for your continued support. We have made significant progress on our transformation into a leading global telematics solutions enterprise and are in a strong position as we enter fiscal 2023.

At this 2022 Annual Meeting, we are asking our stockholders to vote on the following important matters:

To elect the eight nominees named in the Proxy Statement to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified. The eight nominees are Jeffery Gardner, Scott Arnold, Wesley Cummins, Jason Cohenour, Henry Maier, Roxanne Oulman, Jorge Titinger and Kirsten Wolberg;

To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending February 28, 2023;

To approve, on an advisory basis, the executive compensation of our Named Executive Officers;

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 1,000,000 shares; and

To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

These matters are described in detail in the accompanying Notice of 2022 Annual Meeting of Stockholders and Proxy Statement.

Please note that admission to the Annual Meeting will be on a first-come, first-served basis. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of the Company’s common stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership as of the record date.

Your vote is very important regardless of how many shares you own. On behalf of our Board of Directors, thank you for your ongoing support of, and continued interest in, CalAmp.

Sincerely,

LOGO

Jeffery R. Gardner

President and CEO

*	Remaining Performance Obligations represents all contracted revenue, including deferred revenue and contracted but unbilled revenue related to bundled contracts with customers

Notice of 2022 Annual Meeting of Stockholders


This notice of the 2022 Annual Meeting of Stockholders 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 27, 2022. Time and Date 12:00 p.m., Pacific Time, on Tuesday, July 26, 2022 Annual Meeting Location 200 Spectrum Center Drive, Suite 250 Irvine, California 92618 Record Date June 10, 2022 The Board of Directors has fixed June 10, 2022 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. YOUR VOTE IS VERY IMPORTANT, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE EITHER (1) THROUGH THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. By Order of the Board of Directors Richard M. Scott Secretary Irvine, California June 27, 2022	Items of Business Management Proposals
	Items of Business:	Our Board of Directors Recommends You Vote:
	· Proposal 1. To elect the eight nominees named in this Proxy Statement to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified. The eight nominees are Jeffery Gardner, Scott Arnold, Wesley Cummins, Jason Cohenour, Henry Maier, Roxanne Oulman, Jorge Titinger and Kirsten Wolberg.	FORthe election of each of the Board’s eight director nominees

	· Proposal 2. To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending February 28, 2023	FORthe ratification of the appointment

	· Proposal 3. To approve, on an advisory basis, the compensation paid to our Named Executive Officers	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 1,000,000 shares	FORapproval of the amendment to the 2004 Incentive Stock Plan

	To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

Table of Contents


	Page
Letter to Stockholders
Notice of 2022 Annual Meeting of Stockholders
PROXY STATEMENT		1
ANNUAL MEETING INFORMATION		1
General		1
Outstanding Securities and Quorum		1
Important Notice Regarding Internet Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be Held on July 26, 2022		1
Proxy Voting		2
Voting Standards		3
Revocation		4
Participating in the Annual Meeting		4
BUSINESS OVERVIEW		5
Our People Strategy – Focus on our Greatest Asset		9
Our Commitment To Corporate Sustainability		12
PROPOSAL 1–ELECTION OF DIRECTORS		13
Board of Directors Information		15
THE CALAMP BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		21
Limit on Number of Other Public Directorships		22
Director Stock Ownership		22
Communication with Management		23
Director Orientation and Education		23
Changes in Director Occupation or Status		23
Board Leadership Structure		23
Board Oversight of Risk		24
Director Independence		24
Process of Identifying and Evaluating Nominees for Directors		25
Board and Committee Meetings		25
Board Evaluation		26
Contacting the Board		27
Corporate Governance Documents		27
Stockholder Engagement		27
Committees of the Board		28
Audit Committee		28
Human Capital Committee		29
Cybersecurity and Data Privacy Committee		30
Governance and Nominating Committee		31
Our Commitment To Corporate Sustainability		33
COMPENSATION OF DIRECTORS		35
PROPOSAL 2–RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS		37
AUDIT MATTERS		37
Fees		37
Report of the Audit Committee		38
PROPOSAL 3–ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		40
PROPOSAL 4–APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2004 INCENTIVE STOCK PLAN		41
OWNERSHIP OF SECURITIES		50
INFORMATION ABOUT OUR EXECUTIVE OFFICERS		52
EXECUTIVE COMPENSATION AND RELATED INFORMATION		54
COMPENSATION DISCUSSION AND ANALYSIS		56
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		78
QUESTIONS AND ANSWERS ABOUT OUR 2022 ANNUAL MEETING AND VOTING		79
OTHER		84
EXHIBIT A–AMENDMENT TO THE AMENDED AND RESTATED 2004 INCENTIVE STOCK PLAN		A-1

CalAmp Corp.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Tuesday, July 26, 2022

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 12:00 p.m., Pacific Time, on Tuesday, July 26, 2022, at 200 Spectrum Center Drive, Suite 250, Irvine, California 92618. or any, postponement, continuation, or adjournment thereof, for the purposes discussed in this Proxy Statement and in the accompanying Notice of 2022 Annual Meeting of Stockholders. This Proxy Statement, Notice of 2022 Annual Meeting of Stockholders and proxy card are first being mailed to our stockholders on or about June 27, 2022.

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 10, 2022, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 36,157,018 shares of common stock outstanding and entitled to vote which were held by approximately 1,300 Stockholders of Record. 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. A quorum, which is a majority of our outstanding shares as of the Record Date, must be present in person or by proxy in order to hold the Annual Meeting and to conduct business. Abstentions, director withhold votes and broker non-votes will be included in determining the presence of a quorum for the Annual Meeting.

Important Notice Regarding Internet Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be Held on July 26, 2022

The Proxy Statement, our 2022 Annual Report and other proxy materials are available at www.proxyvote.com. At this website you will find a complete set of the following proxy materials: Notice of 2022 Annual Meeting of Stockholders; Proxy Statement; 2022 Annual Report; and form proxy card. This site does not use “cookies” or other tracking software that identifies visitors accessing the web site.

You are encouraged to access and review all of the important information contained in the proxy materials before submitting a proxy or voting.

Proxy Voting

You are being asked to vote on four proposals:

Proposal 1: The election of eight nominees identified in this Proxy Statement as directors to serve until our next annual meeting of stockholders or in each case until his or her successor is duly elected and qualified;

Proposal 2: The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 28, 2023;

Proposal 3: The approval, on an advisory basis, of the compensation of CalAmp’s named executive officers (“NEOs”), as disclosed in this Proxy Statement; and

Proposal 4: To approve an amendment to the Amended and Restated 2004 Incentive Stock Plan to increase the shares that can be issued thereunder by 1,000,000 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.

Shares that are properly voted via the Internet 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.

If you are a stockholder of record and submit a signed proxy card or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the proxy holder will vote your shares in accordance with the Board’s recommendations as follows:

“FOR” the election of each of the eight nominees to the Board named herein;

“FOR” the ratification of the appointment of our independent auditors;

“FOR” approval, on an advisory basis, of the compensation paid to our NEOs, as disclosed in this Proxy Statement; and

“FOR” the amendment to the Amended and Restated 2004 Incentive Stock Plan that increases the shares that can be issued thereunder by 1,000,000 shares.

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




VOTE BY INTERNET Prior to the meeting please visit http://www.proxyvote.com	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

When you submit your vote via proxy over the Internet or by telephone, your vote is recorded immediately. To vote by either of these methods, read this Proxy Statement, have your proxy card, or voting instruction form in hand, and follow the instructions for your preferred method of voting. The Company encourages you to submit your proxies using these methods whenever possible. Each of these voting methods is available 24 hours per day, seven days per week. The internet and telephone voting facilities will close at 11:59 P.M., Eastern Time, on July 25, 2022. If you submit a proxy via the Internet or by telephone, please do not return your proxy card by mail, unless you want to change your prior vote.

If you want to vote by mail please ensure that you use the enclosed proxy card.

If you attend the Annual Meeting, you may also submit your vote in person. Any votes that you previously submitted—whether via the Internet, by telephone or by mail—will be superseded by the vote that you cast at the Annual Meeting.

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 stockholder 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, by telephone, or by completing and returning the enclosed proxy card. You also may participate in and vote during the Annual Meeting. If you own common stock of record and you do not submit your proxy or vote 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, then the bank, brokerage firm or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the bank, brokerage firm, or other nominee how to vote their shares. Generally you may provide your voting instructions to the brokerage firm, bank or other nominee via the Internet, by telephone, or by returning a voting instruction form received from that institution. Your bank, brokerage firm, or other nominee will provide you with a proxy card and voting instructions. You also may participate in and vote during the Annual Meeting. If you hold your shares in street name and want to attend and vote at the Annual Meeting, you will be required to obtain and present at the Annual Meeting a legal proxy from your brokerage firm, bank or other nominee concerning your shares.

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 has discretionary authority to vote your shares on proposals that are considered routine. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the nominee does not have discretionary authority to vote the shares. Brokers generally have discretionary authority to vote your shares with respect to Proposal 2 - The ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending February 28, 2023, but cannot vote your shares on any director nominees or on any of the other proposals or other matters being considered at the Annual Meeting without your voting instructions. So it is very important that you instruct your broker or bank how to vote your shares.

Voting Standards

Proposal 1—Election of Directors. The nominees for director are elected by a majority of the votes cast, which means that the number of votes cast “FOR” a nominee must exceed the number of votes cast “AGAINST” such nominee’s election. You may vote “FOR”, “AGAINST” or “ABSTAIN” for each nominee. Abstentions and Broker non-votes will have no effect on the election of directors. Brokers do not have the discretion to vote on the election of directors without voting instructions from the beneficial owner of the shares.

In accordance with CalAmp’s Corporate Governance Guidelines, 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, 2023, the affirmative vote of a majority in voting power of the shares of common stock present (in person 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. Brokers are generally authorized to vote on the ratification of accountants so broker non-votes are not expected on this proposal.

Proposal 3—Approval of NEO Compensation. To approve, on an advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement, the affirmative vote of the holders of a majority in voting power of the shares of common stock present (in person or by proxy) at the Annual Meeting and entitled to vote on the proposal is required. Because your vote on this proposal is advisory, it will not be binding on the Board, the Human Capital Committee of the Board, or CalAmp. 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. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 4—Amendment to the Amended and Restated 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 or by proxy) at the Annual Meeting and entitled to vote on this proposal is required to approve the increase in the number of shares of common stock that can be issued under the Amended and Restated 2004 Incentive Stock Plan. 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. 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, 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. Please submit the proxy cards to change your vote. The latest timely submitted proxy card or voting instruction form will be counted. Please see page 81 for more information on changing your vote.

Participating in the Annual Meeting

The Annual Meeting will be held in person on Tuesday, July 26, 2022, at 12:00 p.m. Pacific Time at 200 Spectrum Center Drive, Suite 250, Irvine, California 92618.

If you hold your shares in street name and want to attend and vote at the Annual Meeting, you will be required to obtain and present at the Annual Meeting a legal proxy from your bank, brokerage firm or other nominee concerning your shares. Stockholders will be able to submit questions for the Annual Meeting’s question and answer session during the Annual Meeting. We will post answers to stockholder questions received regarding our Company on our investor relations website at www.calamp.com after the Annual 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 or during the ten days prior to the meeting at www.proxyvote.com.

Your vote is very important. Regardless of whether you plan to attend the Annual Meeting or not, we recommend that you vote as soon as possible. We encourage you to review this Proxy Statement and your proxy card or voting instructions for your voting options and cast your vote in advance of the Annual Meeting.

BUSINESS OVERVIEW

CalAmp Is a Connected Intelligence Company That

Leverages a Data-Driven Solutions Ecosystem to Help

People and Organizations Improve Operational Performance

LOGO

Track, monitor and recover vital assets with real-time

visibility and actionable insights

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 connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. We solve complex problems for customers within the market verticals of transportation and logistics, commercial and government fleets, industrial equipment, and consumer vehicles by providing solutions that track, monitor, and recover their vital assets. The data and insights enabled by CalAmp solutions provide real-time visibility into a user’s vehicles, assets, drivers, and cargo, giving organizations greater understanding and control of their operations. Ultimately, these insights drive operational visibility, safety, efficiency, maintenance, and sustainability for organizations around the world.

Currently, CalAmp is generating data for a global customer portfolio across an installed base of approximately 10 million devices reporting to our cloud-based platform. The magnitude and diversity of this data generation has played an instrumental role in the development of our flexible and scalable cloud platform, the CalAmp Telematics Cloud^™ (“CTC”). CTC’s ability to ingest vast amounts and types of data is critical to the company’s long-term strategy of providing differentiated insights to customers with a wide variety of needs and use cases. The platform also serves as the backbone for CalAmp’s software applications, which offer user-friendly interfaces to interact with the data and insights produced at the edge and in the cloud. Finally, to better address customer needs and enable a focused investment strategy, CalAmp is focused on enabling partnerships with third-party organizations, integrating devices, services, and application features into our consolidated solutions.

The complexity that exists within CalAmp’s operating environment continues to be primarily driven by macroeconomic conditions, competitive markets, global regulatory environments, technological evolution, the COVID-19 pandemic, and other macro-political and economic factors. We believe that the effect that these factors have on our customers further substantiates and augments the value of our solutions. As our customers’ operating complexity and costs continue to rise, the deployment of advanced telematics solutions becomes even more imperative. To maintain or enhance market share, revenue, profitability, and customer satisfaction, our customers require optimally efficient operating strategies, enabled by the visibility that CalAmp solutions provide.

Our Solutions

LOGO

CalAmp Telematics Cloud (“CTC”). Since not all customers’ needs are the same, CalAmp offers flexible solutions to meet the requirements of varying organizations, business processes and operational strategies. At the core of the CalAmp approach is the CTC platform. This dependable and highly scalable platform seamlessly integrates with CalAmp’s edge computing products to provide customers detailed information and insights via Software-as-a-Service (“SaaS”). The information captured here helps companies more efficiently manage their vital assets including fleet video intelligence, remote asset tracking, real-time crash response and driver behavior scoring, among others. Customers can choose to access this information via intuitive purpose-built SaaS applications and/or they can programmatically integrate information from CTC with their own custom in-house applications and workflows using open Application Programming Interfaces (“APIs”) also offered by CalAmp. In this way, customers who want a complete turnkey solution can quickly leverage CalAmp’s information and insights while those customers wishing to integrate that information into their own applications and processes can easily do so, also.

Intuitive SaaS Applications. We provide our customers with intelligent analytics and reporting solutions that are accessible via a single view, user-friendly interface through a SaaS-based application designed to address market needs. This application, called CalAmp iOn^™, is purpose-built for fleets, transportation and logistics needs, and industrial equipment, turning multiple data feeds from previously unconnected networks of vehicles, drivers and associated assets into clear and actionable insights that optimize operations, increase productivity and deliver compelling return on investment for virtually any business challenge. The applications also deliver real-time visibility about the location and environmental status of pharmaceuticals, electronics, food or other perishables from the manufacturing plant or point of origin to the point of delivery, helping to manage quality and compliance across land, air or sea shipments. Our K-through-12 solutions include Here Comes The Bus^®, an award-winning mobile application that provides real-time school bus location through push notifications and email alerts to help family members monitor bus arrival and keep students safe. Bus Guardian^™ enables contact tracing and hygiene verification to keep students, drivers and other school staff safe amid the COVID-19 pandemic.

CalAmp Marketplace. The CalAmp Marketplace provides enhanced contextual information from third party systems or partners that augment the core telematics data being captured by CTC to provide customers with improved understanding of their business. Examples of these value-added insights include crash detection and notifications that speed life-saving assistance to drivers and fleet operators, and predictive remote diagnostics that enable preemptive alerts about vehicle issues before critical failures occur. This valued-added information provided by all the CalAmp Marketplace offerings bolsters the value we provide customers while also improving customer retention rates.

Developer Portal. The CalAmp Telematics Cloud is the core engine that enables seamless management of data through a diverse set of assets, from service vehicles to high-value equipment. CTC is an enablement platform that connects our customers to edge data and insights for a wide range of applications and software services. Through CTC CalAmp provides the Developer Portal to facilitate integration with third-party applications through open APIs. Our

partners leverage the multiple APIs we’ve created to rapidly deliver full-featured telematics solutions to their customers and markets. Our proven CTC platform is architected to integrate with numerous global Mobile Network Operator account management systems and leverage these carrier backend systems to provide customers access to services that are essential for creating and managing flexible end-to-end solutions.

Flexible Edge Computing Products. We offer a series of telematics edge products that serve as the foundation of our mobile connected ecosystem by collecting data insights from vehicles, drivers, assets, and cargo. These wireless enabled devices--including asset tracking units, mobile telematics devices, fixed and mobile wireless gateways and routers--underpin our wide range of proprietary and third-party software applications and services for business-critical deployments demanding secure and reliable communications and controls anywhere in the world. Our customers select our products and solutions based on optimized feature sets, programmability, configurability, manageability, long-term support, reliability and, in particular, overall value.

Growth Strategy — Capitalize on $62B Total Addressable Market

Over the past several years, CalAmp has been focused on growing our subscription-based business through expanded data and application-driven solutions offerings. This transition has been driven by our desire to enhance the customer experience and maximize the value proposition that we provide our customers. By transforming our business model and solutions portfolio to focus on data-driven insights and the application experience, CalAmp offers customers the value and convenience of a consolidated full stack solution, while providing shareholders with the confidence that accompanies an increasingly recurring and predictable revenue model.

CalAmp operates at the nexus of several large market opportunities, including 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 also operate at global scale, with a presence in the North American, EMEA, LATAM, and APAC regions, with plans to continue growing across the board. We believe these market opportunities constitute a total addressable market (“TAM”) of approximately $62 billion. 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 full stack solution. We believe that by leveraging our existing brand presence and customer base, we can drive growth through the adoption of our software applications and open API solutions. As CalAmp continues to drive significant subscriber growth, the increased volumes of data will drive our innovation roadmaps towards increasingly unique and differentiated solutions. This strategy begins with converting the legacy installed base to SaaS arrangements, while simultaneously ramping up SaaS sales volumes to both new and existing customers.

Launch New Innovative Software Solutions in the Emerging Connected Asset Market Worldwide. Across the globe, CalAmp has established highly recognizable brands, as well as strong and unique relationships with the most reputable companies in each of our verticals. This is a direct result of the company’s ability to consistently push the frontiers of innovation and develop customer-focused solutions. With innovation as a central component of our culture, CalAmp continues to develop new telematics solutions for the connected asset market such as our award-winning iOn^™ application, Here Comes the Bus application and Bus Guardian solution.

Expand in Key Verticals and Target Geographies. CalAmp continues to leverage 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 data services. The launch of iOn in EMEA demonstrates our commitment to execute on this strategy and extend the value of our CTC platform and applications into global markets. We expect this strategy to generate significant growth over time as our international solutions continue to mature and adjust to unique regional market needs.

Continue to Help Customers Realize the Value of Fully Connected Ecosystems. Because CalAmp solutions are capable of connecting diverse asset portfolios and offering consolidated insights, the value of our solution grows as we become more embedded across customers’ operational ecosystems. This value is not only attractive to new customers looking for a consolidated solution, but it is also the basis for our ability to upsell existing customers. As our teams continue to build out innovative data services and edge capabilities, we expect to see significant average revenue per unit (“ARPU”) expansion and new customer growth.

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 30, 2022, we had 758 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 the 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 truly be 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 March 2022, CalAmp’s Global employee base is 32% female and new hires are 31% female.

In the US, the national employee base is 49% BIPOC (Black, Indigenous, and People of Color). Breaking down that BIPOC representation further: 8% Black, 11% Hispanic/Latino, 26% Asian, and 4% Multiracial or other.

Compensation & Benefits—CalAmp’s benefits are centered around our greatest strength: our people. We strive to care for the whole employee. Our aim is 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 strong healthcare plans to an employee stock purchase program. As a company, 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 with no vesting period. 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, top rated vendors, cutting-edge solutions and integrated programs that improve the health of our employees and their families—while anticipating, adapting and staying 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 that focuses on the whole person. This includes financial, physical, emotional and environmental to ensure every element is supported. 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 financial seminars, employee assistance programs for employees and their families, walking challenges, health competitions, Wellness Wednesdays, healthy treats, chess tournaments, mindfulness webinars, chair massages and a wealth of virtual and local resources. Wellness incentives are also offered to motivate our employees and their spouses to complete essential health goals each year in a proactive manner, ensuring their wellbeing 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 a Training & Education 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 trainings 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. More recently we launched our Global Career Paths to give employees a visual of how they can grow and develop within CalAmp. All of this information is held in one central location, our newly created Career Opportunities & Trainings page, for easy access by all employees. 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.

Flexible Work Schedule—It is important for us to balance individual flexibility and team collaboration. Each executive has the ability to implement a flexible work schedule that meets the need of their function and the roles their employees perform. Offering flexible work schedules helps us to maintain a competitive edge. Where possible we embrace a hybrid model – 3 days in the office, 2 days remote.

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 around the world understand we are here for them. 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. Therefore, we love to be a part of the solution and see our communities flourish. We know we can’t solve world hunger, however we can join the battle to fight the hunger around us. That is why we hold annual food drives globally, to provide meals for those that need support.

CalAmp has 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. Employees can use these hours to give back to their local community, church, or charity organization. They are encouraged to use this time with their family, friends, or even coworkers in a way to support the Wining Culture of CalAmp.

Employee Engagement—CalAmp has implemented tools to encourage, foster, track and improve employee engagement. We have 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. This year we formed our Social Committee comprised of employees from around the globe. Our Social Committee assists with planning company and wellness events and provides us with different perspectives. This is to ensure we consider varying cultures, families, locations and other barriers or differences so we can find solutions and provide activities all our employees can benefit from. 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 assist our customers in meeting 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 “2022 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 2022 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 in order 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”) is currently comprised of nine members. Wesley Cummins was appointed to our Board effective June 21, 2022. Amal Johnson will not be standing for re-election at the Annual Meeting. The Board has reduced the number of authorized directors to eight directors to be effective immediately prior to the Annual Meeting. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated the following eight persons to 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 has been duly elected and qualified:

Jeffery Gardner

Scott Arnold

Jason Cohenour

Wesley Cummins

Henry Maier

Roxanne Oulman

Jorge Titinger

Kirsten Wolberg

Each of the eight nominees currently serves as a director on the Board. The biographical information on each nominee and related information, including the committee memberships, is set forth below.

Wesley Cummins was appointed to the Board in connection with the following events. On April 29, 2022, B. Riley Asset Management, LLC. through on of its managed funds, 272 Capital Master Fund Ltd, (collectively “BRAM”) that holds shares of CalAmp stock, submitted to the Company a stockholder notice of intent to nominate six persons for election as directors of the Company (the “Nomination Letter”).

Following discussions, on June 21, 2022, the Company entered into a Cooperation Agreement with BRAM, which was included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2022. As contemplated by the Cooperation Agreement, The BRAM Designee was appointed to the Board on June 21, 2022 and is a nominee for election at the Annual Meeting. Pursuant to the Cooperation Agreement, BRAM has agreed to vote all of its shares of common stock in favor of all directors nominated by the Board for election, subject to certain exceptions set forth in the Cooperation Agreement. Except for the Cooperation Agreement, there are no other arrangements or understandings between any of our directors and any other person pursuant to which any person was selected as a director.

Pursuant to the Cooperation Agreement, if the BRAM Designee is unable or unwilling to serve as a director, resigns as a director or is removed, and at such time BRAM has an aggregate ownership of at least 50% of the common stock beneficially owned by BRAM as of the date of the Cooperation Agreement (1,354,678 shares), then BRAM and the Company shall elect a mutually agreed upon substitute director to serve for the remainder of the BRAM Designee’s term, and such substitute director will be deemed a BRAM Designee for all purposes of the Cooperation Agreement after such appointment. Additionally, pursuant to the terms of the Cooperation Agreement, BRAM irrevocable withdrew the Nomination Letter. The Cooperation Agreement also includes other customary voting, standstill and non-disparagement provisions, such as among other things:

Standstill restrictions relating to director nominations, shareholder proposals, proxy contests, other activist campaigns, unsolicited takeover bids and related matters.

Each party agrees not to make disparaging statements about the other party.

The Cooperation Agreement, including the standstill restrictions on BRAM, will terminate upon the earlier of (A) the date that is thirty (30) calendar days prior to the notice deadline (the “Notice Deadline”) under the Company’s Amended

and Restated Bylaws for the nomination of non-proxy access director candidates for election to the Board at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) (which date shall be extended through the date of the 2023 Annual Meeting as long as (i) the Company informs the BRAM Designee, in writing, at least 45 calendar days prior to the Notice Deadline of the Company’s intention to re-nominate him for election to serve as a director of the Company at the 2023 Annual Meeting and (ii) the BRAM Designee, at least 30 calendar days prior to the Notice Deadline, expressly accepts, in writing, such re-nomination) and (B) the election to terminate the Cooperation Agreement by the non-breaching party, subject to the terms of the Cooperation Agreement.

The Board recommends that you vote “FOR” the election of each of the above-listed eight nominees for re-election to the Board. The persons named as proxies on the enclosed proxy card will vote the proxies received by them for the election of each of these eight nominees. Each nominee has indicated a willingness to serve as a director. 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 of the eight nominees listed in this Proxy Statement.

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. 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.

In selecting the eight director nominees, the Nominating and Governance Committee and the Board has focused on selecting qualified, diverse, independent directors, with strong industry credentials and extensive experience, and who have exhibited leadership within the SaaS, technology, communication, logistics and transportation industries. The Board believes it has selected director nominees with diverse experiences and backgrounds who will continue to work together constructively with a focus on operational excellence, financial strength and stockholder value.

Biographical Information

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, a provider of home security systems, from 2015 until February 2020. From 2005 until 2015, he was a member of the board of directors of, and from 2005 to 2014, he was the president and chief executive officer of, Windstream Holdings, Inc., a leading provider of advanced network communications and technology solutions, including cloud computing and managed services to businesses nationwide. Before joining Windstream, he served as executive vice president and chief financial officer of Alltel Corp., a wireless provider. Earlier, he held a variety of senior management positions at 360 Communications, which merged with Alltel in 1998.

Mr. Gardner has served as a director of Qorvo, Inc., a NASDAQ listed semiconductor company, since 2015. Mr. 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 of CalAmp and other highly successful technology companies, and his financial expertise.

Age:

Director since:

Board committees:

Other current public company boards:

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 privately-held leading cloud-based solutions provider of audit, risk and compliance services, a position he has held since July 2020. Prior to this role and from July 2017, Mr. Arnold was the President of Shutterfly Enterprise, a division of Shutterfly, Inc. (NASDAQ: SFLY), in charge of Shutterfly Business Solutions, which manages marketing and customer communication programs, 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, Mr. 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. Mr. 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 was chosen to serve on our Board because of his 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.(NASDAQ: SWIR)

Independent

Background

Mr. Cohenour served as the President, CEO and director of Sierra Wireless, Inc., a Nasdaq listed manufacturer of high-performance cellular networking for mission critical applications, 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 a director of 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

Wesley Cummins

President of B. Riley Asset Management

Independent

Background

Wesley Cummins is President of B. Riley Asset Management, an institutional asset management arm of B. Riley Financial (NASDAQ: RILY), a financial services firm, a position he has held since 2021. Mr. Cummins served as Chief Executive Officer of 272 Capital LP (“272 Capital”), a registered investment advisor which focused primarily on investing in technology hardware, software and services companies, which he founded in 2020 and sold to B. Riley Financial in 2021. Mr. Cummins serves as Chief Executive Officer and Chairman of the board of directors of Applied Blockchain, Inc. (OTC: APLD), a builder and operator of next-generation datacenters, since 2021, which he co-founded. From 2012 to 2021, he was a research analyst at Nokomis Capital, L.L.C., an investment advisory firm, where he led technology investing. Mr. Cummins holds a B.S. in Business Administration from Washington University in St. Louis, where he majored in finance and accounting.

Mr. Cummins has served as a member of the board of directors of Sequans Communications S.A. (NYSE: SQNS), a cellular semiconductor firm, and as a member, since June 2018, and he has served as a member of the board of directors of Vishay Precision Group, Inc. (NYSE: VPG), a company that produces sensors based on resistive foil technology and sensor-based systems, since 2017. Mr. Cummins served as a member of the board of directors of Telenav, Inc. (NASDAQ: TNAV) (“Telenav”), a wireless application developer specializing in personalized navigation services, from 2016 to 2021.

Qualifications and Skills

Mr. Cummins’ qualifications to serve as a director include his extensive board and leadership experience, including as CEO of a public company, and his over 20 years of experience as a technology investor.

Age:

Director since:

Board committees:

Other current public company boards:

June 2022

Sequans Communications S.A. (NYSE: SQNS)

Vishay Precision Group, Inc (NYSE: VPG)

Applied Blockchain, Inc. (OTC : APLD)

Henry J. Maier

Former President and CEO

FedEx Ground

Independent

Background

Mr. Maier retired from service as president and CEO of FedEx Ground, a subsidiary of FedEx Corporation (NYSE: FDX), in June 2021, after holding that position since 2013., 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. Prior to serving as President and Chief Executive Officer, Mr. Maier was an executive vice president of FedEx Ground and responsible for all the company’s strategic planning, contractor relations and corporate communications programs. He also served on the Strategic Management Committee of FedEx Corporation, which sets the strategic direction for the FedEx enterprise. Mr. Maier graduated from the University of Michigan with a bachelor’s degree in economics.

Mr. Maier has served as a director of CH Robinson Worldwide Inc. (NASDAQ: CHRW), a provider of multimodal transportation services and third-party logistics since February 2022, a director of CarParts.com, Inc. (NASDAQ: PRTS), an ecommerce provider of automotive parts, since April 2021, and a director of Kansas City Southern., a railroad transportation company (that traded on NASDAQ until it was acquired by Canadian Pacific in December 2021), since 2017.

Qualifications and Skills

Mr. Maier was chosen to serve on our Board because of his over 40 years of experience in the transportation industry, his significant experience and expertise in the areas of capital markets, corporate governance and logistics, and his public company board experience.

Age:

Director since:

Board committees:

Other current public company boards:

June 2021

Audit

Human Capital

CarParts.com (NASDAQ: PRTS)
CH Robinson Worldwide Inc. (NASDAQ: CHRW)

Roxanne Oulman

EVP & CFO Medallia, Inc.

(NYSE: MDLA)

Independent

Background

Ms. Oulman served as the EVP and CFO of Medallia, Inc., an NYSE listed SaaS company, until June 3, 2022, a position she held since 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:
51	August 2018	Audit (Chair)	None

Jorge Titinger

Principal of Titinger Consulting

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), a NASDAQ listed manufacturer of computer hardware and software, 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.

Mr. Titinger has served as a director of Axcelis Technologies Inc, a NASDAQ listed company that designs, manufactures, and services capital equipment for the semiconductor manufacturing industry, since 2019, and of a director of FormFactor, a NASDAQ listed provider of semiconductor wafer test technologies and expertise, since June 2021. Mr. Titinger formerly served as a director of Xcerra Corporation, a provider of semiconductor and electronics test products and services, from 2012 until it was acquired by Cohu, Inc. in 2018, and as a director of Cohu, Inc., a NASDAQ listed semiconductor-service company that provides critical manufacturing equipment to chip producers, until June 2021.

Qualifications and Skills

Mr. Titinger was chosen to serve on our Board because of his extensive 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)

Cybersecurity

FormFactor (NASDAQ: FORM)
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 February 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.

Ms. Wolberg has served as a director of SLM Corporation, commonly known as Sallie Mae (NASDAQ: SLM), a provider of consumer banking and educational loans, since 2016 and a director of Dynatrace (NYSE: DT), a provider of software intelligence platforms, since March 2021. Ms. Wolberg also serves on the board of directors of a nonprofit organization in the workforce development space, 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 was chosen to serve on our Board because of her 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

Cybersecurity (chair)
Governance and Nominating

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 five years). Most recently, Kirsten Wolberg was appointed to the Board effective September 1, 2020 and Henry Maier was appointed to the Board effective June 1, 2021.

The following graphs set forth the composition of our Board of Directors by gender, age and tenure, exclusive of Amal Johnson, who is not standing for re-election, and thus the following graphs are representative of the composition of the Board’s nominees.

The SEC recently enacted Nasdaq listing rules that require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules also require most Nasdaq listed companies to have, or explain why they do not have, at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. Accordingly, we are in compliance with Nasdaq’s diversity requirement. The Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed by the Nasdaq rules, and excludes Amal Johnson who is not standing for re-election at the Annual Meeting.


Board Diversity Matrix

Total Number of Directors	8

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity

	2	6	-	-



African American or Black (not of Hispanic or Latinx origin)	-	-	-	-

Alaskan Native or Native American	-	-	-	-

Asian	-	-	-	-

Hispanic or Latinx	-	1	-	-

Native Hawaiian or Pacific Islander	-	-	-	-

White (not of Hispanic or Latinx origin)	2	5	-	-

Two or More Races or Ethnicities	-	-	-	-

LGBTQ+	-

Did Not Disclose	-

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 66.

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 Chair 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.

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 Amal Johnson, an independent, non-employee director. Because Ms. Johnson is not standing for re-election to our Board at the Annual Meeting, the Board, following recommendation of the Governance and Nominating Committee, has appointed Henry Maier, an independent, non-employee director, to serve as the Chair effective as of immediately prior to the Annual Meeting. Our Board believes having an independent non-employee director serve as Chair 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 nominees, seven of whom have been determined by our Board to be 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

1—Assess

Our Board, led by the Governance and Nominating Committee, evaluates the size and composition of our Board at least annually, giving consideration to evolving skills, perspectives, and experiences needed on our Board to perform its governance and oversight role as the business evolves and transforms, and the underlying risks change over time. Among other factors, the Governance and Nominating Committee considers our strategy and needs, as well as our directors’ skills, expertise, experiences, gender, race, ethnicity, tenure, and age. As part of the process, our Board assesses the skills and expertise of our current directors to then develop criteria for potential candidates to be additive and complementary to the overall composition of our Board. Specific director criteria evolve over time to reflect our strategic and business needs and the changing composition of our Board.

2—Identify

The Governance and Nominating Committee is authorized to use any methods it deems appropriate for identifying candidates for membership on our Board of Directors, including considering recommendations from stockholders and engaging the services of an outside search firm to identify suitable potential director candidates.

3—Evaluate

The Governance and Nominating Committee has established a process for evaluating director candidates that it follows regardless of who recommends a candidate for consideration. Through this process, the Governance and Nominating Committee considers a candidate’s skills and experience and other available information regarding each candidate. Following the evaluation, the Governance and Nominating Committee recommends nominees to our Board.

4—Nominate

Our Board of Directors considers the Governance and Nominating Committee’s recommended nominees, analyzes their independence and qualifications and selects nominees to be presented to our stockholders for election to our Board.

Board and Committee Meetings

The Board meets regularly during the year, and holds special meetings and acts by unanimous written consent whenever circumstances require. The policy of our Board is that all directors are encouraged to attend the annual meeting of stockholders. All of the Company’s directors attended last year’s annual meeting of stockholders. In fiscal 2022, the table below shows the number of meetings and executive sessions of the Board and its standing committees. Each director attended more than 75% of the aggregate meetings of the Board and committees on which the director served.

Fiscal 2022 Board and Committee Meetings


	Number of Meetings	Number of Executive Sessions
Board of Directors	8	8
Audit Committee	6	5
Human Capital Committee	7	3
Governance & Nominating Committee	4	1
Cybersecurity & Data Privacy Committee	2	1

The independent, non-employee directors of our Board and its committees meet in executive sessions routinely and regularly. During the executive sessions, the independent, non-employee directors have access to the Chief Executive Officer and other members of senior management. In addition, our Audit Committee meets periodically with our independent registered public accounting firm without management present at such times as the Audit Committee deems appropriate. The Chair of the applicable Board committee, as applicable, presides over these executive sessions.

Board Evaluation

Our Board of Directors believes that it is important to assess the performance of our Board, its committees and individual directors and to solicit and act upon the feedback received. Accordingly, the Governance and Nominating Committee oversees an annual performance evaluation process. In fiscal 2022, our Board evaluation was conducted by an external advisor selected by the Governance and Nominating Committee to evaluate corporate governance and board effectiveness. This third-party facilitator met with our Chair of the Board and Chair of the Governance and Nominating Committee to develop evaluation topics and process to help guide, facilitate and report on the results from the anonymous survey.

Third-party facilitator discussed evaluation results with Board leadership

The third-party facilitator discussed the feedback regarding each Board committee with the respective committee chair and discussed the overall Board evaluation results with our Chair of the Board and Chair of the Governance and Nominating Committee.

Results discussed with the full Board and each committee

The third-party facilitator led discussions with the full Board, and each committee chair held discussions with the respective committees regarding the evaluation results.

Our Board of Directors utilizes the results of our Board and committee evaluations in making decisions on the structure of our Board, Board and committee responsibilities, agendas and meeting schedules for our Board and its committees, changes in the performance or functioning of our Board and continued service of individual directors on our Board. As a result of our annual performance evaluation process this year, enhancements have been made and are continuing to be made to Board processes and procedures, including streamlining Board presentations and materials to facilitate more effective and efficient meetings and establishing comprehensive annual Board and committee agendas to improve visibility into upcoming meeting topics throughout the year.

Contacting the Board

Our stockholders who are interested in communicating directly with our Board, any Committee of our Board, the Chair or the non-employee directors as a group may do so by sending a letter to the CalAmp Board of Directors, c/o Corporate Secretary, CalAmp Corp., 15635 Alton Parkway, Suite 250, Irvine, California, 92618. The Corporate Secretary will review the correspondence and forward it to the Chair, Chair of the Governance and Nominating Committee, the Audit Committee, the Cybersecurity Committee or the Human Capital Committee, or to any individual director or group of directors of the Board to whom the communication is directed, as applicable, if the communication is relevant to CalAmp’s business and financial operations, policies and corporate philosophies.

Corporate Governance Documents

Please visit our Governance tab of our website at www.calamp.com for additional information on our corporate governance, including:

the Charters approved by the Board for the Audit Committee, the Human Capital Committee, the Cybersecurity and Data Privacy Committee (the “Cybersecurity Committee”) and the Governance and Nominating Committees;

the Corporate Governance Guidelines; and

the Code of Business Conduct and Ethics.

▪

Our Code of Business Conduct and Ethics (the “Code”) applies to all of our directors, officers and employees. Section 15 of the Code contains a Financial Management Code of Ethics that applies specifically to our Chief Executive Officer and all finance and accounting employees, including our senior financial officers, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. In the event that the Company makes changes in, or provides waivers from, the provisions of this Code that are required to be disclosed by SEC regulations, we will disclose these events on our website.

Stockholder Engagement

We believe that effective corporate governance includes year-round engagement with our stockholders. We meet regularly with our stockholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, we will engage with stockholders at several times a year. For instance, during calendar 2022, we participated in approximately eight investor conferences via virtual teleconference during which we hosted an average of six investor meetings at each conference. Throughout each fiscal year, we facilitate quarterly conference calls with all of our sell-side coverage analysts as well as at least six to seven of our most active investors. All of the published analysts’ reports are shared with our Board of Directors after each quarters’ meetings. Additionally, we provided our Board of Directors with periodic verbal updates on the feedback we receive from our active investors. And finally, we periodically request meetings with our larger passive investors as part of various outreach programs. Although our passive investors are selective as to their willingness or desire to participate in telephonic or in-person meetings, we believe it is important to express a genuine interest to participate in active dialogue with of our larger and most tenured investors. We find it beneficial to have ongoing dialogue with our stockholders throughout the year on a full range of investor priorities (instead of engaging with stockholders only prior to our annual meeting on issues to be voted on in the proxy statement). Our direct engagement with stockholders helps us better understand our stockholders’ priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and share them with our Board as we review and evolve our practices and disclosures.

Committees of the Board

Our Board has delegated certain of its authority to four standing committees: the Audit, Human Capital, Cybersecurity, and Governance and Nominating Committees. These Board committees operate under written charters defining their functions and responsibilities. Each committee has the authority, pursuant to its charter, to obtain advice and assistance from, and receive appropriate funding from CalAmp for, outside legal, accounting or other advisors as the committee deems necessary to assist it in the performance of its functions. The charters of these committees are available at the Governance tab on our website at www.calamp.com. The following table provides current membership for each of our Board committees. Mr. Maier’s service on his committees commenced on July 28, 2021 in connection with his appointment on the Board. In addition, on July 28, 2021, the Cybersecurity Committee was formed, and Ms. Wolberg ceased service on the Human Capital Committee in connection with becoming the Chair of the Cybersecurity Committee. Ms. Johnson is not standing for re-election at the Annual Meeting and Mr. Maier has been appointed as Board Chair effective as immediately prior to the Annual Meeting. Mr. Cummins, who joined the Board on June 21, 2022, is not included in the table as he has not yet been assigned to a committee.


Board Director	Audit	Human Capital	Cybersecurity	Governance and Nominating

Amal Johnson

Scott Arnold

Jason Cohenour

Jeffery Gardner

Henry Maier

Roxanne Oulman

Jorge Titinger

Kirsten Wolberg


Chair	Member	Chair of the Board
Chair	Member	Chair elect

Audit Committee


Committee Members

Roxanne Oulman (Chair)	Scott Arnold	Jason Cohenour	Henry Maier

We have an Audit Committee established in accordance with the requirements of the Securities Exchange Act of 1934. Our Board has determined that all members of the Audit Committee qualify as “audit committee financial experts” as defined in the regulations of the SEC. Our Board has also determined that each member of the Audit Committee is independent as defined in the rules of Nasdaq and the SEC. The Audit Committee represents and assists the Board in fulfilling its responsibilities for overseeing our financial reporting processes and the audit of our financial statements. Specific duties and responsibilities of the Audit Committee include, among other things:


Independent Registered Public Accounting Firm		· appointing, overseeing the work of, evaluating, compensating and retaining the independent registered public accounting firm;
		· discussing with the independent registered public accounting firm its relationships with CalAmp and its independence, and periodically considering whether there should be a regular rotation of the accounting firm in order to assure continuing independence; and
		· determining whether to retain or, if appropriate, terminate the independent registered public accounting firm.
Audit & Non-Audit Services; Financial Statements; Audit Report		· reviewing and approving the scope of the annual independent audit, the audit fee, and other audit services;
		· preparing the Audit Committee report for inclusion in the annual proxy statement; and
		· overseeing our accounting and financial reporting processes and the audit of our financial statements, including the integrity of our financial statements.
Disclosure Controls; Internal Controls & Procedures; Legal Compliance		· reviewing our disclosure controls and procedures, internal controls, internal audit function, and corporate policies with respect to financial information and earnings guidance; and
		· overseeing compliance with legal and regulatory requirements.
Risk Oversight		· reviewing the Company’s practices with respect to risk assessment and risk management; and
		· discussing policies with respect to risk assessment and risk management, including the Company’s programs, policies, practices and safeguards for information technology, cybersecurity and data security.
Related Party Transactions		· overseeing relevant related party transactions governed by applicable accounting standards (other than related-person transactions addressed by the Governance and Nominating Committee).
Annual Review/Evaluation		· annually reviewing the Audit Committee’s charter and performance.

Human Capital Committee

The primary duties and responsibilities of our Human Capital Committee, as set forth in its charter, are to review make recommendations to our Board with respect to, the compensation of our executive officers and non-employee directors, and to administer our equity-based compensation plan. Our Board has determined that each member of the Human

Capital Committee is independent as defined in the rules of Nasdaq and the SEC. The Human Capital Committee discharges the Board’s responsibilities related to the compensation of our executives and Directors and provides general oversight of our compensation structure, including our equity compensation plans. Specific duties and responsibilities of the Human Capital Committee include, among other things:


Executive Compensation, Stock Ownership & Performance Reviews		· recommending to the Board the CEO’s compensation for the Board’s review and approval;
		· reviewing and approving objectives relevant to other executive officer compensation (base salaries, incentive compensation and perquisites) and evaluating performance and determining the compensation of other executive officers in accordance with those objectives;
		· conducting performance evaluation of CEO;
		· reviewing performance feedback on executive team members;
		· review and recommend severance arrangements and other applicable agreements and policies for executive officers; and
		· monitoring compliance with stock ownership guidelines for executive officers.
Director Compensation & Stock Ownership		· reviewing and making recommendations to the Board regarding director compensation; and
		· monitoring compliance with stock ownership guidelines for directors.
Compensation Consultants		· engaging compensation consultants, outside counsel and other advisors to assist the Human Capital Committee in the full performance of its functions; and
		· assessing the independence of all advisors (whether retained by the Human Capital Committee or management) that provide advice to the Human Capital Committee, in accordance with Nasdaq listing standards.
Risk Assessment; Other Disclosure		· overseeing CalAmp’s compensation structure, policies and programs for executive officers, and assessing whether these establish appropriate incentives for executive management; and
		· reviewing and discussing with management the Compensation Discussion and Analysis and performing other reviews and analyses and making additional disclosures as required of Committees by the rules of the SEC or applicable exchange listing requirements.
Annual Review/ Evaluation		· annually reviewing the Human Capital Committee’s charter and performance.

Cybersecurity and Data Privacy Committee

The Cybersecurity Committee was formed by the Board in July 2021 to act on behalf of the Board in fulfilling the Board’s oversight responsibility with respect to our information technology use, cybersecurity and data privacy programs and risks, including, but not limited to, enterprise cybersecurity, privacy, data collection and protection and

compliance with information security and data protection laws. Our Cybersecurity Committee serves the Board and is subject to its control and direction. Specific duties and responsibilities of the Cybersecurity Committee include, among other things:


Technical Safeguards and Incident Responses		· overseeing our systems, controls and procedures and business partners engaged by us to collect, create, use, maintain, process and protect personal information and/or any information or assets of our customers, employees and business partners;
		· overseeing policies, procedures, plans and execution intended to provide security, confidentiality, availability and integrity of Company Information Assets;
		· overseeing the quality and effectiveness of our cybersecurity and data privacy programs and its practices for identifying, assessing and mitigating cybersecurity risks across all business functions that handle electronic information, intellectual property, data, and across connected products and the connected ecosystem, including third parties, joint ventures and dealers; · overseeing our policies and procedures to protect, detect and respond to cyber-attacks or information or data breaches involving electronic information, intellectual property, data, connected products and the connected ecosystem; and
		· periodically reviewing with management our crisis preparedness, incident response plan and disaster recovery capabilities.
Compliance & Internal Audits		· overseeing our compliance with applicable information security and data protection laws and industry standards, and shall oversee any internal audits of our information technology systems and processes.
Annual Review/Evaluation		· annually reviewing the Cybersecurity Committee charter and performance.

Governance and Nominating Committee

Committee Members

Jason
Cohenour

(Chair)

Amal

Johnson

Kirsten

Wolberg

The primary duties and responsibilities of our Governance and Nominating Committee are to review and make recommendations on the composition of our Board and its committees, to evaluate and recommend candidates for election to our Board, and to review and make recommendations to the Board on elections and corporate governance matters. Our Board has determined that each member of the Governance and Nominating Committee is independent as defined in the rules of Nasdaq.

Our bylaws permit stockholders to nominate director candidates to stand for election to our Board at an annual meeting of stockholders. Nominations may be made by our Board or by any stockholder. Under our bylaws, a stockholder may nominate a person for election as a director at a particular stockholder meeting only if written notice has been given to us not later than 90 days or earlier than 120 days in advance of the first anniversary of the preceding year’s annual meeting. If the date of the annual meeting is more than 30 days before or more than 30 days after the anniversary of the Company’s annual meeting for the prior year, then the notice by the stockholder must be delivered to us no earlier than the close of business on the 120^th day prior to the annual meeting, and not later than the close of business on the later of the 90^th day prior to the meeting or the 10^th day after we first make a public announcement of the annual meeting date. Any stockholder nominations proposed for consideration by our Governance and Nominating Committee should include

the nominee’s name and qualifications for Board membership and should be addressed to the Governance and Nominating Committee, c/o Corporate Secretary, CalAmp Corp., 15635 Alton Parkway, Suite 250, Irvine, California 92618.

The policy of our Governance and Nominating Committee is to consider properly made stockholder nominations for directors as described above. In evaluating such nominations, like all nominations, the Board’s criteria will include business experience and skills, independence, judgment, integrity, the ability to commit sufficient time and attention to Board activities and the absence of potential conflicts with CalAmp’s interests.

Our Governance and Nominating Committee from time to time reviews the appropriate skills and characteristics required of our Board members, including factors that it seeks in Board members such as diversity of business experience, viewpoints and personal background, and diversity of skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board. In evaluating potential candidates for the Board, our Governance and Nominating Committee considers these factors in the light of the specific needs of our Board at that time. Specific duties and responsibilities of the Governance and Nominating Committee include, among other things:


Board Matters		· developing and recommending to the Board the criteria for identifying and evaluating Director candidates and periodically reviewing these criteria;
		· identifying and recommending candidates to be nominated for election as Directors at our annual meeting, consistent with criteria approved by the Board; · making recommendations to the Board concerning the structure, composition and functioning of the Board and its committees;
		· identifying and recruiting new Directors, establishing procedures for the consideration of Director candidates recommended by stockholders; and
		· assessing the contributions and independence of Directors in determining whether to recommend them for election or reelection to the Board.
CalAmp Governing Documents & Corporate Governance Guidelines & Other Policies		· annually reviewing and making an affirmative determination regarding the independence of each director, and recommending such determinations to the Board; and
		· developing corporate governance principles, including our Corporate Governance Guidelines.
Annual Review/Evaluation		· annually reviewing the Governance and Nominating Committee’s charter and performance; and
		· overseeing the periodic self-evaluation of the Board and its committees, including an assessment of the contributions and independence of each of the incumbent directors.

Our Commitment to Corporate Sustainability

We continually seek to improve and enhance our governance programs. Accordingly, we are pleased to share 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. 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 “2022 Corporate Sustainability Report”, available on the ESG section of our website at https://www.calamp.com/environmental-social-governance/ (which is not incorporated by reference herein). Below are some highlights from our 2022 Corporate Sustainability Report:

We believe there is a fundamental link between and among our telematics solutions supporting the mobile connected economy, the people of CalAmp, our partners, the communities in which we work and live, and the planet that is home to us all.


Our Telematics Solutions		· Leveraging our telematics cloud, we deliver an array of SaaS applications, telematics subscription services and edge computing products that can minimize waste and dramatically improve driver and vehicle safety. · By enabling load and route optimization, our CalAmp iOn Suite of Telematics Services and smart devices directly lead to fuel savings, lower greenhouse gas emissions and extended, more efficient service life for monitored vehicles.
Our People		· Our concern is for the overall health and wellness of every employee. CalAmp provides exceptional health benefits to employees, but we have taken further steps to actively promote well-being and lifelong health.
Our People		· We believe that CalAmp strongly reflects society in all of its diversity. We recognize that we have much to do to ensure opportunity for everyone, regardless of gender, age, sexual orientation, race or ethnicity.
Our Partners		· All of our contract manufacturers are ISO 14000 certified. · We have actively transitioned our supply chain to Tier 1 manufacturers that are geographically closer to our markets. For example, by moving manufacturing to Mexico from China, we reduced the quantity and frequency of air freight and cargo shipments, which has less of a carbon impact on the environment. · We comply with Dodd-Frank conflict minerals and work to eliminate suspicious smelters from our supply chain. We also comply with UK’s Modern Slavery Act and California’s Transparency in Supply Chains Act.

LOGO

Our Communities

· CalAmp is helping to build safer communities through initiatives like Here Comes The Bus^®, our award-winning school bus location solution built with our subsidiary, Synovia Solutions, that lets parents know when school buses are arriving at their nearest stop. One county in North Carolina transformed their use of Here Comes The Bus to ensure the delivery of hot breakfasts and lunches to children who were kept out of school by the COVID-19 pandemic.

· We have taken an active role in Together for Safer Roads, a partnership that crosses industry boundaries to address the most challenging road safety issues in five categories: road safety management, safer roads and mobility, safer vehicles, safer road users, and post-crash response.

· Across all of our global offices, CalAmp promotes charitable giving and volunteering, with programs such as Adopt-a-Highway, which clearly fits our mission, but also through regular volunteering by employees at local food banks as well as donations to clothing and food drives across all our offices.

LOGO

Our Planet

· Our connected vehicle solutions not only reduce costs for fleet operators, but they also result in safer roads and less fuel consumption, which results in fewer greenhouse gases being produced.

· We have taken a number of steps to improve our groundbreaking technologies, leading to even greater efficiencies and environmental benefits which include:

Over The Air Updates—rather than requiring vehicles to travel to a central location for software or firmware updates, we can provide these improvements remotely for many of our systems.

Low Power Batteries—by taking advantage of newer technologies and engineering approaches, our IoT solutions are moving towards a future where batteries can last much longer, with less waste and fewer service calls to replace batteries.

Electric Vehicle Support—our solutions support the constant monitoring of battery health for electric and hybrid vehicles.

Compliant Designs—all CalAmp designs for the past 10 years are ROHS and REACH compliant.

Water Conservation—by design, our products require no water during the production process and generate no effluent.

Landfill Reduction—To reduce the amount of waste going to landfill, we focus on scrap reduction and reuse of materials where possible.

COMPENSATION OF DIRECTORS

Our director cash compensation plan was established on August 1, 2012. Since that time our non-employee directors have been paid an annual retainer of $60,000. Also our Board and committee Chairs are paid supplemental annual retainers, which have been revised from time to time since 2012. For fiscal 2022, the Board Chair fee was increased from $45,000 to $50,000 and other Chair fees remained unchanged from fiscal 2021. The fiscal 2022 Board and committee Chair fees were as follows:


Board Chair	$	50,000
Audit Chair	$	25,000
Human Capital Chair	$	15,000
Cybersecurity and Data Privacy Chair	$	10,000
Governance and Nominating Chair	$	10,000

Since fiscal 2017, each non-employee director has an annual equity grant with a fair value of approximately $128,000 in the form of shares of restricted stock, generally on the date of our annual stockholders meeting. In fiscal 2023, this amount will increase to $140,000. Restricted stock units (“RSUs”) are granted in lieu of shares of restricted stock to those directors who elect to defer their annual equity awards under the Company’s non-qualified deferred compensation plan. Annual equity awards granted to our non-employee directors generally vest on the earlier of the one-year anniversary of the date of grant or the date of our next annual stockholder meeting at which directors are elected. Under our Amended and Restated 2004 Incentive Stock Plan, on the day of each annual stockholders meeting at which directors are elected, each non-employee director is eligible to receive an equity award. Additionally, our Amended and Restated 2004 Incentive Stock Plan provides that the total aggregate value of cash compensation and equity-based awards for any non-employee director for such director’s service during any fiscal year is not to exceed $500,000.

The following table shows all compensation earned by, or awarded or paid to, each of our non-employee directors in fiscal 2022. Mr. Cummins was not a director during fiscal 2022.


					Stock Awards
	Fees Earned				Restricted				Restricted
	or Paid				Stock				Stock Units
Name	in Cash (A)($)				(B)($)				(B)(C)($)				Total ($)
Amal Johnson(D)	$	112,500			$	127,999			$	-			$	240,499
Scott Arnold		68,500	(C	)		-				127,999	(C	)		196,499
Jason Cohenour		75,000				127,999				-				202,999
Henry Maier		53,500	(D	)		277,318	(E	)		-				330,818
Roxanne Oulman		85,000				-				127,999	(C	)		212,999
Jorge Titinger		77,500				-				127,999	(C	)		205,499
Kirsten Wolberg		70,000	(C	)		-				127,999	(C	)		197,999

(A)	Represents Board annual retainer of $60,000. Also includes Board and committee Chairs supplemental annual retainers discussed above. All fees are paid quarterly in advance of the related service period, and are pro-rated for appointments and departures.

(B)

On July 28, 2021, each non-employee director received a grant of 10,466 restricted stock shares or RSUs that had a grant date fair value of $127,999. RSUs are granted in lieu of shares of restricted stock to those directors who elect to defer their annual equity awards under the Company’s non-qualified deferred compensation plan.

The following table shows the aggregate numbers of outstanding restricted stock and RSU awards held as of February 28, 2022 by each non-employee director.


Name	Restricted Stock Outstanding at 2022 Fiscal Year End (#)		RSUs Outstanding at 2022 Fiscal Year End (#)(1)
Amal Johnson		10,466		-
Scott Arnold		-		49,248
Jason Cohenour		23,064		-
Henry Maier		21,071		-
Roxanne Oulman		-		46,049
Jorge Titinger		-		61,949
Kirsten Wolberg		-		39,846

(1)

Amounts include RSUs which have vested, but have not yet been settled in shares of our common stock, pursuant to the named individual’s election to defer settlement thereof under the Company’s non-qualified deferred compensation plan, as set forth in the following table:


Name	Vested and Unsettled RSU Awards Outstanding at 2022 Fiscal Year End (#)
Scott Arnold		38,782
Roxanne Oulman		35,583
Jorge Titinger		51,483
Kirsten Wolberg		29,380

(C)

Mr. Arnold and Ms. Wolberg elected to defer their fiscal 2022 director cash compensation into the Company’s non-qualified deferred compensation plan. Ms. Oulman, Ms. Wolberg and Messrs. Arnold and Titinger elected to defer their fiscal 2022 annual equity awards into our non-qualified deferred compensation plan.

(D)	In February 2022, Ms. Johnson formally notified the Company of her decision not to stand for reelection at the Annual Meeting. Ms. Johnson will continue to serve as a director until the expiration of her term at the Annual Meeting.

(E)

Upon joining the Board on June 1, 2021, Mr. Maier received an initial grant of 10,605 shares of restricted stock with a grant date value of $149,319, of which 1,515 shares vested on June 1, 2022 and the remaining 9,090 vest on the third anniversary of the grant date. Mr. Maier’s director fees were pro-rated for the time served during the fiscal year.

PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS

Under the rules and regulations of the SEC and Nasdaq, the Audit Committee is directly responsible for the appoi

SEC Form DEF 14A filed by CalAmp Corp.