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Corporate Governance Roadshow

Board Change30 June 2022ERDIndustrials

TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1

FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz

Corporate Governance Roadshow 1 July 2022


Transportation technology services company EROAD LIMITED (NZX/ASX: ERD) attaches a copy of

the Corporate Governance roadshow that the Chairman Graham Stuart and Acting General Counsel

Ksenija Chobanovich will be presenting to a number of investors over the following weeks.


Ends

Authorised for release to the NZX and ASX by Acting General Counsel, Ksenija Chobanovich.


For Investor enquires please contact:

Anna Bonney

Investor Relations

anna@merlinconsulting.co.nz

Ph +64 21 844 155

For Media enquiries please contact:

Hamish Haldane

ANZ Marketing Director

hamish.haldane@eroad.com



1
EROAD GOVERNANCE

ROADSHOW

JULY 2022

Graham Stuart, EROAD Chair

Ksenija Chobanovich, Acting General Counsel

IMPORTANT INFORMATION
The information in this presentation is of a general nature and does

not constitute financial product advice, investment advice or any

recommendation. Nothing in this presentation constitutes legal, financial,

tax or other advice.

This presentation may contain projections or forward-looking

statements regarding a variety of items. Such projections or forward-

looking statements are based on current expectations, estimates and

assumptions and are subject to a number of risks, uncertainties

and assumptions.

There is no assurance that results contemplated in any projections or

forward-looking statements in this presentation will be realised. Actual

results may differ materially from those projected in this presentation.

No person is under any obligation to update this presentation at any

time after its release to you or to provide you with further information

about EROAD.

While reasonable care has been taken in compiling this presentation,

none of EROAD nor its subsidiaries, directors, employees, agents

or advisers (to the maximum extent permitted by law) gives any

warranty or representation (express or implied) as to the accuracy,

completeness or reliability of the information contained in it nor takes

any responsibility for it. The information in this presentation has not

been and will not be independently verified or audited.

CORETEX

The Coretex merger completed on 30 November 2021. All finanicals

include 4 months of Coretex.

NON-GAAP MEASURES


EROAD has used non-GAAP measures when discussing financial

performance in this document. The directors and management

believe that these measures provide useful information as they are

used internally to evaluate performance of business units, to establish

operational goals and to allocate resources. Non-GAAP measures are

not prepared in accordance with NZ IFRS (New Zealand International

Financial Reporting Standards) and are not uniformly defined, therefore

the non-GAAP measures reported in this document may not be

comparable with those that other companies report and should not be

viewed in solation or considered as a substitute for measures reported

by EROAD in accordance with NZ IFRS.

The non-GAAP measures are not subject to audit or review. Definitions

can be found in the Glossary on page 43 of this presentation.

2

3
FINANCIAL RESULT

REFLECTS INVESTMENT

IN CAPABILITES FOR

FUTURE GROWTH

$114.9m$21.0mOver

200,000

REPORTED REVENUE

REPORTED EBITDA

CONTRACTED UNITS

FY21: $91.6m

reflecting the merger of Coretex and

organic growth across all markets

FY21: $30.4m

reflecting one-off transaction and integration

costs of $7.6m and increased operating

expenditure as EROAD invested in capability

to build momentum of growth

FY22: 208,697 FY21: 126,203

reflecting both inorganic and

organic growth

SIGNIFICANT PERIOD OF

TRANSITION DESPITE

CHALLENGING MACRO-

ECONOMIC CONDITIONS

$134.6m$55.5793.4%

AMRR

MONTHLY SAAS ARPU

EROAD STAND ALONE ASSET

RETENTION RATE

FY21: $88.4m

reflecting growth in recurring revenues

from the Coretex acquistion, along with 

new units

FY21: $58.30

reflecting improvement in selling additional

products, offset by a $1.64 negative FX impact

and Coretex’s historical revenue model of

selling hardware upfront 

FY21: 94.9%

Coretex 4 month asset retention rate

was 98.4%

WELL POSITIONED

TO BUILD GREATER

GROWTH MOMENTUM

OVER FY23 AND

BEYOND

$31.7m

CORETEX

MERGER

CEO

SUCCESSION

PROCESS

COMPLETE


SPENT ON R&D

FY21: $21.3m

focused on improving product market

fit and increasing capabilities around

enterprise customers

improving product market fit, enterprise

capabilities and increased scale in

North America

3

4
GRAHAM STUART

1,2

Chairman, Independent Director

Appointed January 2018

BARRY EINSIG

2

Independent Director

Appointed January 2020

TONY GIBSON

1,2

Independent Director

Appointed October 2009

SUSAN PATERSON

1,2

Independent Director

Appointed March 2019

SARA GIFFORD

2

Independent Director

Appointed April 2022

SELWYN PELLETT

2

Executive Director

Appointed December 2021

OUR

BOARD

• Sara Gifford, an additional North American director,

and Selwyn Pellett, former CEO of Coretex both

joined the Board during the year 

• Search for an additional North American director

will start soon and expected to complete in next

6 months 

• Propero review to start in September 

1

Member of Finance, Risk and Audit Committee.

2

Member of Remuneration, Talent and Nomination Committee.

BOARD STATS

- 2/6 directors female

- 5/6 directors independent  

- average tenure 3.5 years

5
ENSURING WE HAVE THE RIGHT

SKILLS AROUND THE BOARD TABLE

BUSINESS

CONTEXT

CAPABILITYKEY

ELEMENT

CURRENT

BOARD

A depth of industry

experience and awareness

of sector trends

Executive industry

experience

• Mordern executive telematic hardware experience

• Hardware R&D

Product software• Fleet management or adjacent software

development

• Data-driven innovation and growth

• Deep software development experience

Transport and supply

chain

• Strong insight into transport – systems, trends

• Fleet management

• Supply chain Regulation Sustainability

• Customer perspective

Driving long-term value

creation through serving

customer needsa

Modern technologist• SaaS businesses

• Data analytics / AI

• Strong scale tech networks

• Modern cloud expertise

• Cybersecurity

• Key trends in tech sector

Tech go-to-market

strategy and sales

• Sales channel leadership experience – digital and

enterprise selling


Cus

tomer-centric strategies identifying new growth

opportunities


Building w

orld-class sales capability


Go-t

o-market strategy


Driving r

evenue growth – beyond $1bn

Digital product

marketing

• Tech sector marketing

• Building customer insight

• Brand development

Key customer

segment insight

New Zealand

North America

Australia

BUSINESS

CONTEXT

CAPABILITYKEY

ELEMENT

CURRENT

BOARD

Scaling experience to

guide EROAD growth

towards a $1b company

Scale software Company• Scaling a technology or SaaS organisation

– beyond $1b

• Growth strategy development and execution

• Capital market leadership

Investment• Direct exposure to investments in technology

companies that have successfully scaled

• M&A / takeovers

• Long-term value creation

• Finance / investment community insight

Technology

infrastructure

• Scale IT infrastructure

• Technology trends

• Technology risk

Supporting financial and

culture growth as scale

and complexity builds

Finance• Former CFO / CA / ARC Chair expertise Financial

strategy (tech)

• Financial reporting and regulations

• Risk management

People and

compensation

• Corporate culture and diversity & inclusion

• Executive compensation experience

• Employee engagement

• Performance and talent


H

&S

Driving best practice in

governance and strategic

leadership

Listed governance• Scale public company governance experience -

NZX, ASX, NASDAQ ESG

• Shareholder engagement and partnering

• Chair succession potential

Demographic diversity• Gender, ethnicity, age

KeyHigh capabilityModerate capability

6
WHAT’S ON THE

BOARD’S AGENDA

FOR FY23?

• Complete the Coretex Integration

• Keep building momentum in North America

• Retain and delight NZ and Australian

customers

• Roll-out the EROAD 2.0 employee value

proposition

• Strategy refresh

• Improved operating leverage

PERFORMANCECOMPLIANCEFOCUSED ON

THE BIG PICTURE

Measuring the right things,

not just financial metrics

Driven by purpose and setting

the tone from the top

Staying ahead of the business

and anticipating pinch points

• Delivery against plan

• Lead indicators on customer

satisfaction and retention

• Quality of revenue and ARPU

• Investment in R&D

• Staff engagement and retention

• Recruitment of key roles and

organisational design

• Promoting an open and engaged

culture, acting ethically and

responsibly

• Sound risk taking culture and

effective risk management

• Conscious of cyber security

threats and protecting our

customers’ privacy

• Ensuring a healthy and safe work

environment, including monitoring

COVID and other risks

• Maintaining an up to date industry

awareness

• Making the business model scalable

• Investing wisely in R&D

• Ensuring access to capital at the

right cost

• Board renewal and management

succession planning

7
STRUCTURE

OF BOARD/

SUBCOMMITTEES

• In the process of adding a Technology & Innovation

Board subcommittee



EROAD BOARD

• Strategic Direction • Health & Safety • Governance Framework/Practices

• Cyber Security • ESG • Reporting Oversight

FINANCE, RISK AND

AUDIT COMMITTEE

REMUNERATION, TALENT AND

NOMINATIONS COMMITTEE

• Risk management

• Internal controls

• External financial reporting

• Audit function

• Remuneration

• Performance monitoring

• Succession planning

• General people matters

INVESTOR

RELATIONS

LEADERSHIP TEAM

CEO

SHAREHOLDERS

8
DIRECTOR

FEES

• When determining director fees, EROAD

considers the median director fee levels for

comparable listed companies in New Zealand

• To attract appropriately qualified overseas

candidates, EROAD has shifted to paying

based on director fees for comparable

companies in the market that the director is

based in

• Elected to voluntarily comply with

the Australian say on pay, by publishing

a comprehensive remuneration report

and putting a vote for adoption at the ASM

COMPARABLE COMPANIES

5

Median NZ FeesMedian AU feesMedian US feesEROAD fees

Chair fees

NZ$ 128,000AU$ 170,000US$ 118,500NZ$ 110,000

Non-executive director fees

NZ$ 70,000AU$ 86,300US$ 90,250NZ$ 55,000

3

Barry Einsig’s fees have been included and are represented in NZD with exchange rates

calculated as at 31/3/2022.

4

Barry Einsig’s director fees were USD$96,000. This is consistent with director fee levels for

comparable listed companies in the United States.

5

Comparable companies median fees data is from FY21.

6

Steven Newman and Selwyn Pellett, in their capacity as executive directors, did not receive

remuneration as a director of EROAD.

fee pooltotal fees paid

Year 2016 2017 2018 2019 2020 2021 2022

EROAD DIRECTOR FEES

3,4,6

$600,000

$800,000

$900,000

$500,000

$700,000

$400,000

$300,000

$200,000

$100,000

9
EXECUTIVE

REMUNERATION

• CEO remuneration earned for FY22 was a total of

$793,438, comprising of a salary of $677,618 and STI

of $115,819.

• LTI shares granted to CEO:

• Under the FY18 LTI plan to the value of $150,000

(vested at 100%), and FY19 LTI plan to the value of

$181,478 (vested at 50%). Plans vested in


May 2021

• Under FY20 LTI plan performance share rights

granted to the value of $350,495.05. Plan vested

in May 2022 at 101%

• Mark Heine appointed in June 2022 package 

• base salary of $700,000

• STI: 40% of base salary, based on performance

against key financial (60%) and strategic

(40%) metrics 

• LTI: 60% of base salary, of which 50% is based on

performance against key financial and strategic

metrics, 50% based on retention

Fixed

remuneration

EROAD’s policy is to set fixed remuneration in line with external market

trends, the intrinsic value of a job and internal relativities.

Short-term

incentives

Based on group performance against shared team goals.

• 40% = performance against financial metrics;

• 60% = achievement of strategic program targets from the annual plan

Long-term

incentives

FY20-22 LTI plan: performance share rights have been issued (for

nil consideration) to participants which convert to shares (for nil

consideration) if targets are met. The award is linked to growth in

EROAD’s Total Contracted Units between 1 April 2019 and 31 March 2022.

10
EXECUTIVE

TEAM

• Increase investment and focus on key roles

and organisational design

• Appointment of new Chief Executive Officer

Mark Heine

• Appointment of new President North America

& Chief Innovation Officer Akinyemi Koyi (AK)

• Commenced search for permanent Chief

Financial Officer. The skillset looking for

anticipates a more internationally


focused business 

MARK

HEINE

Chief Executive Officer

MATT

DALTON

Chief Operating Officer

AKINYEMI

KOYI

President North America

& Chief

BRIDGET

O’SHANNESSEY

Acting Chief People

Officer

KSENIJA

CHOBANOVICH

Acting General Counsel

SARAH

THOMPSON

Chief Product Officer

TONY

WARWOOD

General Manager ANZ

Business

TIM

HOGAN

Chief Technology Officer

NINA

ELTER

SVP, Global Market

Development

MARGARET

WARRINGTON

Acting Chief Financial

Office

r

11
OUR PEOPLE

AND DIVERSITY

• EROAD encourages and values the unique

experiences, skills and background of its people

• It continually strives to create an inclusive,

collaborative and open space where people feel

safe and empowered to think differently to create

ne

w ideas

• Helping bravely solve customers’ complex problems

PEOPLE LEADERS DIVERSITY

EROADERS COME FROM OVER

EROAD

30%

IT

SECTOR

24%

29

DIFFERENT

COUNTRIES

AGE SPLIT CHART

49%

30 - 50

19%

over 50%

17%

under 30

15%

not disclosed

49%

19%

17%15%

FEMALE % OF OUR TEAM

30.4%

ERAOD

12
FOCUSING ON WHAT

MATTERS TO OUR

STAKEHOLDERS

Importance to External Stakeholders

Business Impact on EROAD

10

9

8

7

6

678910

Carbon emissions

Safer communities

Health & safety

Data integrity/reliability

Customer relationships

Data privacy & security

Ethical business practices

Talent acquisition & retention

Training & development

Diversity & equality

Sustainable

financial returns

Contribution to public policy

Environmental impact/

Natural resources

Responsible use

of materials

Occupational H&S

Our communitiesOur people

Our environmentOur commercial

approach

Updated the materiality

assessment in 2022 for Coretex

key stakeholders – no material

change to the outcome and our

material issues remain unchanged.

1313
WHERE TO NEXT

Sustainability is core to our business, and as we continue to make

progress towards our net zero strategy we’ll be focusing our

efforts in the following key areas:

Helping customers measure and reduce their emissions

• EROAD’s net zero product strategy, to be delivered within the next five years, includes new solutions and

features to support customers to improve fuel efficiency, provide tools that will enable better decision

making to reduce carbon emissions and solutions to help them meet their ESG credentials.

Measuring and reducing our own carbon footprint

• After measuring our emissions through the Toitu carbon reduce programme, work is underway on

initiatives to reduce our Category 1 & 2 emissions – such as fuel and electricity use.

Performance Targets

• Performance targets for areas important to our stakeholders will be provided in the FY23

Sustainability Report.

13

14
Over 8,000 customers

and 200,000

connected vehicles

We have the opportunity, through our

customers in New Zealand, North America

and Australia to improve the community

safety, conserve and improve the environment

and support sustainable economic growth.

Keep our

community safe

• Reduce unsafe driving behaviour

• Ensuring vehicles are safe

• Ensure compliance with local regulations

Partners

We work alongside our commercial partners,

regulators and policy makers to provide

solutions to our customers and advocate

for the advancement and refinement of laws

to ensure that they are practical, business

friendly, meet policy, environmental and

regulatory outcomes and are future proofed.

Conserve and

improve the

environment

• Improve driving behaviour

• Optimise fleets

• Maintain vehicle health

• Reduce fuel usage

• Reduce food waste

• Reduce construction waste

• Reduce waste contamination

• Promote Eco-driving

• Enabling evaluation to transition to low emission vehicles

Support

economic growth

• Improve fleet productivity & efficiency

• Enable better decision making

through data

SAFER AND MORE

SUSTAINABLE ROADS

15
For further information please contact:

Ksenija Chobanovich, Acting General Counsel

Ksenija.chobanovich@eroad.com • 027 2032555

NZX: ERD • investors@eroad.com • eroadglobal.com/investors

Global Head Office

and ANZ Headquarters

260 Oteha Valley Road,

Albany  Auckland, New Zealand

www.eroad.co.nz

North American

Head Office

7618 SW Mohawk Street

Tualatin, OR 97062, USA

www.eroad.com

AUSTRALIA

Level 36, Tower 2, Collins

Square 727 Collins Street,

Docklands  VIC 3008, Australia

www.eroad.com.au

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.