Corporate Governance Roadshow
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.