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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-07 · 331 added, 276 removed, 467 unchanged (57% of the section changed)

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Under the supervision and with the participation of our management, including our Certifying Officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission for newly public companies (COSO).

Based on this evaluation and the material weakness identified below, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During the preparation of our Quarterly Report on Form 10-Q for the period ended September 30, 2021, we identified a material weakness in internal control over financial reporting related to the accounting for an adjustment in certain terms of an outstanding warrant issued in connection with our 2020 Convertible Notes.

As a result of our underwritten public offering in February 2021, the number of shares issuable and the exercise price each adjusted pursuant to the terms of the warrant.

While we accurately accounted for the decrease in the exercise price, due to an oversight we did not account for the increase in the number of shares available for exercise under the warrant.

This error resulted in a revision of our unaudited condensed financial statements for each of the quarters ended March 31, 2021 and June 30, 2021.

Accordingly, our management determined that this control deficiency constitutes a material weakness.

During the fourth quarter of 2021, we implemented a remediation plan to ensure that controls contributing to the material weakness described above are designed appropriately and will operate effectively.

The remediation actions we implemented included a control to create and review on a quarterly basis a summary schedule of material terms of all outstanding debt and equity instruments and a control to review all existing financing agreements in conjunction with any new financing arrangements.

Although management believes the Company took immediate actions to remediate the identified material weakness, the Company did not have an adequate sample size to validate the new controls operating effectiveness.

Management believes that the remediation measures described above will strengthen our internal control over financial reporting and remediate the material weakness we have identified.

However, the material weakness in our internal control over financial reporting will not be considered remediated until the new controls are fully implemented, in operation for a sufficient period of time, tested and concluded by management to be designed and operating effectively.

Management is committed to continuous improvement of our internal control over financial reporting and will continue to diligently review our financial reporting controls and procedures.

However, we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of

these efforts.

Management will continue to test, evaluate and audit the implementation of these new processes and internal controls to ascertain whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in the Company’s financial statements.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Changes in Internal Control over Financial Reporting

Other than the remediation plan in our internal control over financial reporting set forth above, there were no changes in our internal control over financial reporting identified in conjunction with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in conjunction with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on the Effectiveness of Controls

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Executive Officers

Knitowski 52 Chief Executive Officer and Director

Russell Buyse 58 Chief Executive Officer and Class III Director

Matt Aune 47 Chief Financial Officer

Randall Crowder 41 Chief Operating Officer and Director

Luan Dang 50 Chief Technology Officer

Randall Crowder 42 Chief Operating Officer

Matt Lull 53 Chief Cryptocurrency Officer

Chris Olive 53 Chief Legal Officer

Non-Employee Directors

Stephen Chen (1)(2)

40 Class I Director

Ryan Costello (2)

Keith Cowan (1)(3)

65 Director (Interim Chairperson)

46 Class II Director, Chairperson

Eric Manlunas (1)(3)

54 Class I Director

Kathy Tan Mayor (2)(3)

46 Class II Director

Rahul Mewawalla (1)(3)

44 Class I Director

Member of the Audit Committee

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Member of the Nominating and Corporate Governance Committee

Executive Officers

Executive Officers and Significant Employees

Each of our executive officers serves at the discretion of our board of directors (the "Board") and will hold office until his successor is duly appointed and qualified or until his earlier resignation or removal.

The following biographical descriptions set forth certain information with respect to our executive officers based on information furnished to us by each such officer.

Knitowski co-founded Phunware and has served as its Chief Executive Officer and a member of the Board since February 2009.

Prior to co-founding Phunware, Mr.

Knitowski served as President of Strategic Investments and Managing Director for Trymetris Capital Management, LLC, a hedge fund sponsor, from April 2004 to February 2009.

Knitowski also co-founded Vovida Networks in February 1999, where he served as President, Chief Executive Officer and Director until its acquisition by Cisco Systems in November 2000, when he joined as Director of Marketing of Cisco Systems until March 2003.

In August 2000, Mr.

Knitowski co-founded and served as a Director of Telverse Communications, a next-generation advanced services application service provider focused on wholesale communications services for carriers and service providers, until its acquisition in July 2003 by Level 3 Communications.

In March 2001, Mr.

Knitowski served as a director of vCIS until October 2002.

He has also served on the board of directors for the International Softswitch Consortium from its inception in 1999 to March 2003.

Knitowski has previously served as an advisor to Edgewater Networks from 2002 to 2008 and has been an angel investor in numerous companies, including RingCentral (NYSE:

RNG), Vonage (NYSE:

VG), Bazaarvoice and SunBasket.

Knitowski holds a B.S.

in Industrial Engineering from The University of Miami, an M.S.

in Industrial Engineering from the Georgia Institute of Technology and an M.B.A from the Haas School of Business at the University of California, Berkeley.

Russell Buyse joined Phunware as its Chief Executive Officer in December 2022 and serves as a Class III director.

Buyse was previously employed as the Chief Operating Officer of GlobaliD, a company focused on building a future where people control every aspect of their digital identity.

From December 2019 to December 2020, he served as Client Services and Chief Operating Officer of Praxent where he led the client services, project management, design and engineering teams.

From 2012 to 2019, Mr.

Buyse was vice president of engineering and chief operating officer of Mutual Mobile, in which he led the engineering, design and project management teams in Austin and India.

Prior to that, Mr.

Buyse, has served in multiple leadership roles in product and engineering across multiple verticals.

Buyse holds a Bachelor’s degree in Computer Science from the University of Texas at Austin and a Certificate from the Institute for Managerial Leadership of the University of Texas at Austin.

We believe Mr.

Knitowski is qualified to serve as a member of our Board because as co-founder he has extensive knowledge of the Company and because of his comprehensive background in information technology.

Buyse is qualified to serve as a member of our Board because digital expertise and his comprehensive background in information technology.

Buyse has been a member of our Board since November 2022.

Matt Aune has served as Phunware’s Chief Financial Officer since August 2013.

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From 2003 to 2009, Mr.

Aune served in a variety of roles at Midway Games, a video game developer and

publisher, with his final role as the Senior Manager of Financial Planning and Analysis for Worldwide Product Development.

Aune served in a variety of roles at Midway Games, a video game developer and publisher, with his final role as the Senior Manager of Financial Planning and Analysis for Worldwide Product Development.

Aune holds a B.A.

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from San Diego State University.

Randall Crowder has served as Phunware’s Chief Operating Officer since February 2018, and on our Board since December 2018.

Randall Crowder has served as Phunware’s Chief Operating Officer since February 2018, and on our Board between December 2018 and September 2022.

In September 2017, he founded and continues to serve as the Managing Partner of Nove Ventures, a venture capital firm, which focuses on investing in established companies like Phunware that are seeking to leverage blockchain technology to complement their core business model.

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from the McCombs School of Business at the University of Texas at Austin.

We believe Mr.

Crowder is qualified to serve as a member of our Board because of his extensive knowledge and background in cryptosecurities and cryptocurrencies, as well as his experience in information technology.

Luan Dang co-founded Phunware and has served as its Chief Technology Officer since February 2009.

Prior to co-founding Phunware, he served as President of Alternative Investments for Trymetris from April 2004 to February 2009.

Dang holds a B.S.

in Computer Engineering from the University of California at San Diego and an M.S.

in Computer Science from Stanford University.

Matt Lull who serves as Phunware's Chief Cryptocurrency Officer has spent 30 years in technology and finance leadership roles, across a wide variety of Fortune 500 companies.

Prior to joining Phunware in April 2022, he spent over 17 years, from September 2004 to April 2022, at Citrix Systems (Nasdaq:

CTXS), a leader in digital workspace technology.

During his tenure at Citrix Systems, Mr.

Lull held a number of roles, including the managing director of technology strategy for cloud innovation partners and director of SAP Alliance.

From 1992 to 2004, Mr.

Lull was employed by Andersen Consulting, now Accenture (NYSE:

Lull resides in South Florida and holds a BBA in Finance from the University of Miami.

Chris Olive joined Phunware in April 2022 as Chief Legal Officer.

Prior to his tenure at Phunware, Mr.

Olive was a partner at Bracewell LLP in Dallas, Texas, from 2006 to 2001.

Olive brings to Phunware diverse transactional and regulatory experience, in which he has previously represented clients in various capacities in, among other things, complex, bespoke and customized credit facilities, structured financings, swaps and derivatives, insurance finance, corporate acquisitions, financial instrument and commodity purchase and sale and repurchase transactions and related banking, financial and other regulatory matters.

He has also served as an associate at Jones Day and served in the United States Army Judge Advocate General’s Corps.

Olive has a BBA in Finance with honors from the University of Miami, a JD from the Southern Methodist University School of Law and an LLM in Banking & Finance Law with distinction from the University of London.

Non-Employee Directors

The following biographical descriptions set forth certain information with respect our non-employee directors based on information furnished to us by each such director.

Ryan Costello founded Ryan Costello Strategies, LLC, which provides strategic counsel and advocacy efforts on behalf of companies, trade associations and other organizations seeking to advance their objectives in the legislative and regulatory policy process within the federal government.

Stephen Chen , who was elected to serve as a non-employee Class I director in November 2022, is a board-tested operational leader and chief financial officer.

Since July 2016, Mr.

Chen has served as chief financial officer of Kent Moore Capital, an investment and advisory firm focused on specialty finance, where he also currently sits on the board of directors.

Also, since 2016, he has served as chief financial officer of BioIntegrate, a regenerative medicine company.

Chen has been involved in blockchain related projects since 2018, and, in 2021, he co-founded IHBit Global, a diversified blockchain holding company with assets including a crypto exchange, token project, electronic sports team and basketball team.

From 2012 to 2016, Mr.

Chen was a director for Hudson International, a global private investment firm.

From 2008 to 2012, he led the emerging markets investment banking team at Oppenheimer Investments North America.

Prior to joining Oppenheimer, Mr.

Chen was a Vice President at J.P.

Chen has a B.S.

degree from Brown University.

We believe Mr.

Chen is qualified to serve as a member of our Board because of his expertise in financial services and technology, including blockchain.

Ryan Costello was appointed to serve as a non-employee Class II director of Phunware in September 2021 and currently serves as Chairperson of our Board.

Costello founded Ryan Costello Strategies, LLC, which provides strategic counsel and advocacy efforts on behalf of companies, trade associations and other organizations seeking to advance their objectives in the legislative and regulatory policy process within the federal government.

From January 2015 to January 2019, Mr.

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Costello was an attorney in private practice representing clients in various facets of law, including regulatory compliance and financing.

In September 2021, Mr.

Costello was appointed to join the board of Red White & Bloom Brands, Inc.

From September 2021 to June 2022, Mr.

Costello served on the board of Red White & Bloom Brands, Inc.

RWB and OTCQX:

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Costello is qualified to serve as a member of our Board because of his expertise in law, governmental affairs and technology.

Costello has been a member of our board since October 2021.

Keith Cowan is an experienced executive officer, board member, advisor and investor.

Since August 2020, he has been the Chief Development Officer of Rivada Networks LLC.

Since 2013, he also has been CEO of Cowan Consulting Corporation, which provides strategic advisory services to various companies in multiple industries, and since September 2019, he has been CEO of NVR3, LLC (doing business as Venadar), a subsidiary of Cowan Consulting Corporation that provides outsourced corporate development services to large corporate enterprises seeking to innovate and grow through partnerships with, investments in and acquisitions of, emerging and innovative growth companies.

From 2007 to 2013, Mr.

Cowan was President of Strategic Planning and Corporate Initiatives for Sprint Corporation.

From 1996 to 2006, he served in multiple roles at BellSouth Corporation, including Chief Development Officer, President of Marketing & Product Management and Chief Network Field Officer.

From 1982 to 1996, Mr.

Cowan was partner at Alston & Bird LLP.

He has served as a board member for Globalstar (NYSE:

GSAT) since December 2018, Vice Chairman of Fox Theatre in Atlanta since 2006, a board member of the Morehead-Cain Scholarship Fund since 2008, a Trustee of the Loomis Chaffee School since 2014 and a board member of the Georgia Intellectual Property Alliance since 2018.

Cowan holds a BA in Economics and Political Science from the University of North Carolina at Chapel Hill, where he was a Morehead Scholar and a JD from the University of Virginia School of Law.

We believe Mr.

Cowan is qualified to serve as a member of our Board due to his strategic planning, corporate development, mergers and acquisition and legal experience, as well as his board service and advisory roles with both public and private companies.

Cowan has been a member of our Board since December 2018.

Eric Manlunas is the founder and managing partner of Wavemaker Partners, an early-stage cross border venture capital firm he founded in 2003 that’s dual headquartered in Los Angeles and Singapore.

Eric Manlunas serves as a non-employee Class I director of Phunware.

Manlunas is the founder and managing partner of Wavemaker Partners, an early-stage cross border venture capital firm he founded in 2003 that’s dual headquartered in

Los Angeles and Singapore.

He is a two-time start-up entrepreneur turned venture capitalist as an early investor in over 300 early-stage businesses.

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Manlunas rejoined our Board in December 2019.

Kathy Tan Mayor has held numerous leadership positions in business development, retail marketing, loyalty marketing, and digital marketing technology.

Kathy Tan Mayor serves as a non-employee Class II director of Phunware.

Mayor has held numerous leadership positions in business development, retail marketing, loyalty marketing, and digital marketing technology.

She is currently the Chief Marketing Officer of Transformco, a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences for customers.

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Mayor has been a member of our Board since December 2018.

Rahul Mewawalla is a product, technology, digital and business leader with extensive strategic and operational leadership expertise across technology, internet, software, telecommunications, financial services, media, consumer, enterprise, digital and blockchain companies.

He has held several executive leadership roles such as serving as Chief Executive Officer/President of Xpanse Inc.

and concurrently as Executive Vice President, Platforms and Technology Businesses and Chief Digital Officer at Freedom Mortgage Corporation from 2020 to 2021, as Chief Executive Officer and President at Zenplace Inc.

Rahul Mewawalla was appointed to serve as a non-employee Class I director of Phunware in September 2021.

Mewawalla is a product, technology, digital and business leader with extensive strategic and operational leadership expertise across technology, internet, software, telecommunications, financial services, media, consumer, enterprise, digital and blockchain companies.

From May 2020 to January 2021, he served as President and Chief Executive Officer of Xpanse Inc., a fintech software company.

From March 2020 to January 2021, Mr.

Mewawalla served as Chief Digital Officer and executive vice president of platforms and technology businesses at Freedom Mortgage Corporation, a national financial services company.

He has held several other executive leadership roles such as serving as President and Chief Executive Officer at Zenplace Inc.

from 2014 to 2020, as Vice President at Nokia Corporation from 2010 to 2012, as Vice President at General Electric Company’s NBC Universal from 2008 to 2010, and as Senior Director at Yahoo!

from 2005 to 2008.

Mewawalla has served as a board member, investor and advisor to various public, private and philanthropic companies, with experience as Chairman of the Board, Board Committee Chair, Independent Board Director, Chair of the Compensation Committee, Audit Committee Member, and Nominating and Governance Committee Member at publicly traded companies, including as former Chairman of the Board at Rocky Mountain Chocolate Factory Inc.

RMCF), an e-commerce, consumer and retail company and as former Board Director and Nominating and Governance Committee Member at SOS Children’s Villages USA.

Mewawalla has served as a board member, investor and advisor to various public, private and philanthropic companies.

In January 2023, he was appointed to the board of Mawson Infrastructure Group, Inc.

MIGI), a digital infrastructure provider.

In December 2022, Mr.

Mewawalla was appointed to the board of Lion Group Holding (Nasdaq:

LGHL), a financial services technology company.

In September 2022, he was appointed to the board of Aquarius II Acquisition Corporation (Nasdaq:

AQUB) and in June 2022, he was appointed to the board of Four Leaf Acquisition Corporation (Nasdaq:

FORL), both special purpose acquistion companies.

From June 2021 to October 2021, Mr.

Mewawalla served as an independent director of Rocky Mountain Chocolate Factory Inc.

RMCF), an e-commerce, consumer and retail company.

From November 2019 to May 2020, Mr.

Mewawalla served as an independent director at SOS Children’s Villages USA, a philanthropic organization.

He has also served as Senior Advisor to the San Francisco Mayor’s Office on Innovation, as Advisor to Stanford University's Persuasive Technology Lab and as Committee Chair of the VC TaskForce SIG on Systems and Services.

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Mewawalla’s extensive digital, technology, products, platforms, mobile, strategic and operational expertise, as well as his executive leadership experience, qualify him to serve as a director of the Company.

Mewawalla has been a member of our Board since October 2021.

Additional Information

On September 26, 2017, the Company filed a breach of contract complaint against Uber Technologies, Inc.

seeking approximately $3 million (plus interest) for unpaid invoices for advertising campaign services provided for Uber in the first quarter of 2017.

The case, captioned Phunware, Inc.

Uber Technologies, Inc.

CGC-17-561546 was filed in the Superior Court of the State of California County of San Francisco.

Knitowski was named as a cross-defendant in the Company's litigation with Uber Technologies, Inc.

The Company and the individual defendants, including Mr.

Knitowski settled the lawsuit in October 2020.

On November 5, 2020, Uber filed a request for dismissal with prejudice of claims against the individual defendants, including Mr.

On December 17, 2019, certain stockholders filed a lawsuit against the Company.

On February 18, 2022, certain stockholders filed a lawsuit against Phunware and its individual officers and directors.

The case, captioned Wild Basin Investments, LLC, et al.

Phunware, Inc.

D-1-GN-19- 008846 was filed in the 126th Judicial District Court of Travis County, Texas.

Phunware, Inc., et al., was filed in the Court of Chancery of the state of Delaware (Cause No.

2022-0168-LWW).

The plaintiffs invested in various early rounds of financing while the Company was private and claim the Company should not have subjected their shares to a 180-day "lock up" period.

The "Executive Officers" identified above, and "Non-Employee Directors" who were on our Board as of December 17, 2019 have been named as defendants in the lawsuit.

On November 17, 2021, the court granted our motion to dismiss with prejudice to refiling in the State of Texas.

On December 17, 2021, plaintiffs filed a notice of appeal to the Court of Appeals, Third District of Texas, Case No.

03-21-00665-CV.

On February 18, 2022, the plaintiffs filed a complaint in the Court of Chancery of the State of Delaware containing the same allegations.

Among others, Alan Knitowski, Randall Crowder, Matt Aune, Kathy Tan Mayor and Eric Manlunas, each of whom served as executive officers and/or directors as of December 17, 2019 have been named as defendants in the lawsuit.

The 200th Judicial District Court of Travis County, Texas appointed a receiver over the non-exempt assets of Randall Crowder to collect a civil judgment entered against Mr.

Crowder's counsel has since filed with the Court a motion to vacate such receivership, and is awaiting a ruling on the same.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of the Company’s common stock (collectively, “Reporting Persons”) to file with the SEC reports regarding their ownership and changes in our ownership of our securities.

We believe that, during 2021, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, except each of Keith Cowan, Eric Manlunas and Kathy Tan Mayor made late Form 4 filings on February 24, 2022 to report a grant of restricted stock equity awards to each such grantee on December 2, 2021.

We believe that, during 2022, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, except for late Form 3 filings by each of Chris Olive and Matt Lull on April 22, 2022 and May 6, 2022, respectively, and a late Form 4 filing by Eric Manlunas on December 16, 2022 to report a sale of our common stock, which occurred on December 8, 2021.

CORPORATE GOVERNANCE

Board Composition

Our business affairs are managed under the direction of the Board of Directors (the "Board").

The Board currently consists of seven members, five of whom qualify as independent within the meaning of the independent director guidelines of the Nasdaq Stock Market ("Nasdaq").

Crowder and Knitowski, both of whom serve as executive officers, are not considered independent.

Our business affairs are managed under the direction of the Board.

The Board currently consists of six members, five of whom qualify as independent within the meaning of the independent director guidelines of the Nasdaq Stock Market ("Nasdaq").

Buyse, who also serves as our Chief Executive Officer, is not considered independent.

The Board is divided into three staggered classes of directors.

At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:

• the Class I directors are currently Keith Cowan, Eric Manlunas and Rahul Mewawalla, and their terms will expire at the 2022 Annual Meeting of Stockholders;

• the Class I directors are currently Stephen Chen, Eric Manlunas and Rahul Mewawalla, and their terms will expire at the 2025 Annual Meeting of Stockholders;

• the Class II directors are currently Ryan Costello and Kathy Tan Mayor, and their terms will expire at the 2023 Annual Meeting of Stockholders;

• the Class III directors are currently Randall Crowder and Alan S.

Knitowski, and their terms will expire at the 2024 Annual Meeting of Stockholders.

• the Class III director is currently Russell Buyse, and his term will expire at the 2024 Annual Meeting of Stockholders.

Our Certificate of Incorporation and Amended and Restated Bylaws provide that the number of directors shall consist of one or more members and may be increased or decreased from time to time by a resolution of the Board.

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This classification of the Board may have the effect of delaying or preventing changes in control of our Company.

On March 24, 2021, Ms.

Blythe Masters notified the Company of her resignation from our Board and Audit Committee effective May 1, 2021.

In addition, on September 2, 2021, Ms.

Lori Tauber Marcus notified the Company of her resignation from our Board and from the Compensation Committee and Nominating and Corporate Governance Committee of the Board, to be effective September 30, 2021.

On September 3, 2021, the Board appointed Mr.

Rahul Mewawalla to serve as a Class I director with a term expiring at the 2022 Annual Meeting of Stockholders and until his successor has been duly elected and qualified.

On the same date, the Board appointed Mr.

Ryan Costello to serve as a Class II director with a term expiring at the 2023 Annual Meeting of Stockholders.

The appointments of Mr.

Costello and Mr.

Mewawalla were made as a result of the resignation from our Board of Ms.

Marcus and Ms.

Masters, respectively.

The Board appointments of Mr.

Costello and Mr.

Mewawalla were effective October 1, 2021.

On October 6, 2021, the Board resolved to reduce the size of the Board from eight to seven directors, comprised of three Class I directors, two Class II directors, and two Class III directors, effective as of our 2021 annual meeting of

stockholders held on December 2, 2021.

Such reduction of the authorized number of directors does not have the effect of removing any director before that director’s term of office expires.

George Syllantavos, who served on our Board since 2018, did not stand for reelection at our 2021 annual meeting of stockholders.

On September 26, 2022, Randall Crowder notified us of his resignation from our Board, effective as of September 27, 2022.

On November 17, 2022, the Board appointed Russell Buyse to serve as a director of our Board effective as of November 21, 2022, to fill the vacancy created by the resignation of Mr.

On December 13, 2022, we entered into a Confidential Transition, Consulting and General Release Agreement (the "Agreement") with Alan Knitowski.

The Agreement provided that Mr.

Knitowski's employment terminated with the Company effective December 27, 2022.

In addition, Mr.

Knitowski voluntarily resigned his position as a director of the Board.

The Board has yet to appointment a replacement created by the resignation of Mr.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

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The full text of our Corporate Governance Guidelines and Code of Business Conduct and Ethics is posted on the Governance portion of the investor relations page of our website at https://investors.phunware.com.

We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers that are required to be disclosed by the rules of the SEC or Nasdaq on the same website.

We will post amendments to our Code

of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers that are required to be disclosed by the rules of the SEC or Nasdaq on the same website.

Audit Committee

We have established a designated standing audit committee.

Cowan, Manlunas and Mewawalla, each of whom is a non-employee member of the Board, comprise our Audit Committee.

Manlunas is the Chairperson of our Audit Committee.

Stephen Chen, Eric Manlunas and Rahul Mewawalla, each of whom is a non-employee member of the Board, comprise our Audit Committee.

Mewawalla is the Chairperson of our Audit Committee.

We have determined that each of the members of our Audit Committee satisfies the requirements for independence and financial literacy under the rules of Nasdaq and the SEC.

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Audit Committee Financial Expert

As a result of the resignation of Ms.

Masters from our Board and Audit Committee effective May 1, 2021, we have not had an "audit committee financial expert" as defined under Item 407(d)(5)(ii) of Regulation S-K as of the aforementioned date.

The Board of Directors believes that our members of the Audit Committee are able to read and understand the consolidated financial statements of the Company, are familiar with the Company and its business and are capable of fulfilling the duties and responsibilities of an Audit Committee without the necessity of having an "audit committee financial expert" during this time period.

For the period of May 1, 2021 until Stephen Chen's appointment to our Audit Committee in November 2022, we did not have an "audit committee financial expert" as defined under Item 407(d)(5)(ii) of Regulation S-K.

The Board believes that the members of the Audit Committee are and were able to read and understand the consolidated financial statements of the Company, are and were familiar with the Company and its business and are capable of fulfilling the duties and responsibilities of an Audit Committee without the necessity of having an "audit committee financial expert" during this time period.

The Board determined Mr.

Chen and Rahul Mewawalla are both independent directors pursuant to Nasdaq's governance listing standards and each meet the qualifications of an "audit committee financial expert," as defined under the applicable rules and regulations of the SEC.

In making this determination, our Board has considered prior experience, business acumen and independence.

Executive Compensation.

Phunware’s named executive officers for 2021, which consist of the person who served as our principal executive officer during 2021 and the next two most highly compensated executive officers who served as such in 2021, are as follows:

Alan Knitowski, our Chief Executive Officer;

Matt Aune, our Chief Financial Officer;

Randall Crowder, our Chief Operating Officer.

Phunware’s named executive officers (each a "NEO"), which consist of any person who served as principal executive officer ("PEO") during 2022 and the next two most highly compensated executive officers who served as such in for 2022, are:

Russell Buyse, Chief Executive Officer

Alan Knitowski, Former Chief Executive Officer

Matt Lull, Chief Cryptocurrency Officer

Chris Olive, Chief Legal Officer

Summary Compensation Table

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All other Compensation ($) (3)

Alan Knitowski, Chief Executive Officer 2021 375,000 450,000 1,613,570 20,384 2,458,954

Russell Buyse, Chief Executive Officer (4)

2022 3,693 40,000 — — 43,693

Matt Aune, Chief Financial Officer 2021 275,000 275,000 571,670 23,860 1,145,530

Alan Knitowski, Former Chief Executive Officer (5)

2022 550,000 — — 25,693 575,693

Randall Crowder, Chief Operating Officer 2021 300,000 300,000 817,852 6,760 1,424,612

2021 375,000 450,000 1,613,570 20,384 2,458,954

Matt Lull, Chief Cryptocurrency Officer (6)

2022 212,500 — 615,000 10,088 837,588

Chris Olive, Chief Legal Officer (6)

2022 225,000 34,907 925,000 19,270 1,204,177

Reflects actual earnings, which may differ from approved based salaries due to the effective date of salary increases.

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Amounts shown in this column include contributions Phunware made on behalf of the named executive officer for inclusion in our medical benefits programs.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding stock options and other equity awards held by each of our named executive officers as of December 31, 2021:

Options Awards Restricted Stock Unit Awards

Grant Date Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number

units of stock

(#) Market value

units of stock

Name Exercisable Unexercisable

Alan Knitowski 1/8/2018 233,886 — 0.61 1/8/2028 — —

7/30/2019 — — — — 150,000 (1)

2/4/2021 — — — — 747,023 (1)

Matt Aune 1/8/2018 114,750 — 0.61 1/8/2028 — —

10/6/2015 22,950 — 0.5229 10/6/2025 — —

9/10/2013 22,950 — 1.3035 9/10/2023 — —

3/8/2013 4,590 — 0.5532 3/8/2023 — —

7/30/2019 — — — — 75,000 (2)

2/4/2021 — — — — 264,662 (2)

Randall Crowder 2/14/2018 229,500 — 0.61 2/14/2028 — —

5/1/2020 — — — — 218,750 (3)

2/4/2021 — — — — 378,635 (3)

Knitowski was granted 450,000 restricted stock units on July 30, 2019.

The restricted stock units will vest at various rates with of 1/4th vesting on May 18, 2020, and thereafter at a rate of 1/12th on the following vesting dates;

August 18 2020, November 18, 2020, May 18, 2021, August 18, 2021, November 18, 2021, May 18, 2022, August 18, 2022, November 18, 2022 and May 18, 2023, subject to the individuals continue employment with the Company on each such vesting date.

Knitowski was also granted 747,023 restricted stock units on February 4, 2021.

The restricted stock units will vest at various rates with of 1/4th vesting on May 9, 2022, and thereafter at a rate of 1/12th on the following vesting dates;

August 8 2022, November 8, 2022, May 8, 2022, August 8, 2022, November 8, 2022, May 8, 2023, August 8, 2023, November 8, 2023 and May 8, 2024, August 8, 2024, November 8, 2024, May 8, 2025, subject to the individuals continue employment with the Company on each such vesting date.

Aune was granted 225,000 restricted stock units on July 30, 2019.

The restricted stock units will vest at various rates with of 1/4th vesting on May 18, 2020, and thereafter at a rate of 1/12th on the following vesting dates;

August 18 2020, November 18, 2020, May 18, 2021, August 18, 2021, November 18, 2021, May 18, 2022, August 18, 2022, November 18, 2022 and May 18, 2023, subject to the individual's continue employment with the Company on each such vesting date.

Aune was also granted 264,662 restricted stock units on February 4, 2021.

The restricted stock units will vest at various rates with of 1/4th vesting on May 9, 2022, and thereafter at a rate of 1/12th on the following vesting dates;

Crowder was granted 375,000 restricted stock units on May 1, 2020.

The restricted stock units will vest at various rates with 1/4th vesting on May 18, 2021, and thereafter at a rate of 1/12th on the following vesting dates:

August 18, 2021, November 18, 2021, May 18, 2022, August 18, 2022, November 18, 2022, May 18, 2023, August 18, 2023, November 18, 2023 and May 18, 2024, subject to the individual's continued employment with the Company on each such vesting date.

Crowder was also granted 378,635 restricted stock units on February 4, 2021.

The restricted stock units will vest at various rates with of 1/4th vesting on May 9, 2022, and thereafter at a rate of 1/12th on the following vesting dates;

Buyse was hired as our CEO effective as of December 28, 2022.

Buyse received additional compensation of $6,000 for service on our Board for the period from November 21, 2022 to December 27, 2022, which is excluded above.

Subsequent to the date of his appointment as CEO, Mr.

Buyse will not receive additional compensation as a member of our Board.

See Director Compensation below.

Buyse was further paid a sign-on bonus of $40,000, pursuant to the terms of his employment agreement.

Knitowski's employment terminated on December 27, 2022.

Olive joined the Company as its Chief Legal Officer on April 1, 2022.

Lull joined the Company as its Chief Cryptocurrency Officer on April 18, 2022.

Executive Employment Agreements

We have entered into employment agreements with each of our named executive officers noted above.

The employment agreements generally provide for at-will employment and set forth each named executive officer's initial base salary, bonus target, severance eligibility and eligibility for other standard employee benefit plan participation.

Each of these employment agreements also provided for certain potential payments and acceleration of equity upon a termination without cause or termination in connection with a change of control of the Company.

The employment agreements generally provide for at-will employment and set forth each named executive officer's base salary, bonus target, severance eligibility and eligibility for other standard employee benefit plan participation.

Pursuant to the employment agreements, certain current and future significant employees, including the named executive officers identified above, are eligible for severance benefits under certain circumstances.

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Finally, the eligible executive officer or significant employee may also receive any benefits accrued under our broad-based benefit plans, in accordance with those plans and policies.

Under the employment agreements, if a participating individual is terminated by the Company without cause or resignation for good reason (as defined in the employment agreement) during the three months before or in the year after a Change in Control (as defined in the employment agreement), it would constitute a termination within the Change in Control Period.

Buyse's Employment Agreement

On November 11, 2022, we entered into an employment agreement with Russell Buyse to serve as Chief Executive Officer of the Company effective as of December 28, 2022.

Buyse's employment agreement has an indefinite term, subject to termination by either party.

We may terminate the employment agreement at any time with or without cause, while Mr.

Buyse may terminate the Employment Agreement by providing at least thirty (30) days’ written notice to the Company.

The employment agreement provides for an initial base salary of $325,000, a target annual cash bonus to be between 50% and 200% of the base salary, with the actual award value to be determined by the compensation committee or the Board in its sole discretion based on factors including the strength of Mr.

Buyse’s performance and the performance of the Company.

Buyse is also eligible to participate in our employee benefit programs.

Buyse was paid a sign-on bonus of $40,000 pursuant to the terms of his employment agreement.

Furthermore, within thirty (30) calendar days of the date of the Employment Agreement, the Company agreed to provide Mr.

Buyse a one-time grant of restricted stock units with a grant date fair value of $1,500,000.

The restricted stock units granted to Mr.

Buyse will be subject to a separate award agreement, which will outline the specifics of such grant, including but not limited to, the vesting schedule, forfeiture for cause provisions, the Company’s buyback rights and other restrictions and terms.

The Employment Agreement further provides that, if Mr.

Buyse’s employment is terminated by the Company without “cause” or by Mr.

Buyse for “good reason,” subject to his execution of a release of claims in favor of the Company, he will receive a severance payment of nine (9) months’ of his then-current base salary and certain other accrued benefits.

Lull and Olive's Employment Agreements

We entered into employment agreements, as amended and restated in September 2022, with Messrs.

Matt Lull, who serves as our Chief Cryptocurrency Officer and Chris Olive, who serves as our Chief Legal Officer.

The agreements have an initial term of four years from their April 2022 hire dates and automatically renew for additional one year term, unless either party provides ninety (90) day notice.

If a change in control, as defined the agreements, occurs when there are fewer than twelve (12) months remaining during the initial term or an additional term, the term of the employment agreement will extend automatically through the date that is twelve (12) months following the effective date of the change in control.

The employment agreements provide for an initial base salary of $300,000 for each, eligibility in the Company's bonus programs established by the Board or any committee of the Board, an initial equity grant as more fully described elsewhere in this Annual Report and eligibility to participate in our employee benefit programs.

Termination without Cause or Resignation for Good Reason Outside the Change in Control Period

Aune and Crowder are eligible to receive the following payments and benefits in connection with a termination not in connection with a Change in Control:

• annual base salary for six (6) months from the date of termination in accordance with the Company’s normal payroll policies;

Lull and Olive are eligible to receive the following payments and benefits in connection with a termination not in connection with a Change in Control:

• continuing payments of severance pay at a rate equal to their base salary rate, as then in effect, for six (6) months from the date of termination;

• coverage under our group health insurance plans or payment of the full amount of health insurance premiums as provided under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for up to six (6) months after termination;

Knitowski is eligible to receive the following payments and benefits in connection with a termination not in connection with a Change in Control:

• annual base salary for twelve (12) months from the date of termination in accordance with the Company’s normal payroll policies;

• the immediate vesting of all equity awards granted on or after the effective date of the employment agreement.

• coverage under our group health insurance plans or payment of the full amount of health insurance premiums as provided under COBRA for up to twelve (12) months after termination.

Termination Without Cause or Resignation for Good Reason During the Change in Control Period

In the case of a Change in Control (as defined in the employment agreement), if either Mr.

Crowder is terminated without cause, either during the three months before or in the year after a Change in Control, then he will be entitled to receive the following payments and benefits:

In the case of a Change in Control, if either Mr.

Olive is terminated without cause, either during the three months before or in the year after a Change in Control, then he will be entitled to receive the following payments and benefits:

• a lump sum severance payment equal to:

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• coverage under our group health insurance plans or payment of the full amount of health insurance premiums as provided under COBRA for up to twelve (12) months after termination.

In the case of a Change in Control (as defined in the employment agreement), if Mr.

Knitowski is terminated without cause, either during the three months before or in the year after a Change in Control, then he will be entitled to receive the following payments and benefits:

Aune and Crowder's Employment Agreements

On December 26, 2018, we entered into employment agreements with Messrs.

Matt Aune, who serves as our Chief Financial Officer and Randall Crowder, who serves as our Chief Operating Officer, as amended on September 27, 2022.

The term of the employment agreements with Messrs.

Aune and Crowder is through September 27, 2023.

Notwithstanding, if a Change in Control (as defined in the employment agreement) occurs during the term of the employment agreement, the term will be extended automatically through the date that is twelve (12) months following the effective date of the Change in Control.

The employment agreements provide for a base salary, participating in any bonus or incentive arrangement established by the Board (or any committee of the Board) for executives of the Company, generally, and our employee benefit offerings.

The current annual target bonus is 50% of the base salary for Messrs.

Aune and Crowder.

Subject to approval by our Compensation Committee or Board, actual annual bonuses paid may differ from target amounts.

Termination without Cause or Resignation for Good Reason Outside the Change in Control Period

Aune and Crowder are eligible to receive the following payments and benefits in connection with a termination not in connection with a Change in Control:

• continuing payments of severance pay at a rate equal to their base salary rate, as then in effect, for the greater of (i) six (6) months from the date of termination or (ii) the remainder of the term of the employment agreement, in accordance with the Company’s normal payroll policies;

Termination Without Cause or Resignation for Good Reason During the Change in Control Period

In the case of a Change in Control, if either Mr.

Crowder is terminated without cause, either during the three months before or in the year after a Change in Control, then he will be entitled to receive the following payments and benefits:

• a lump sum severance payment equal to:

(i) the amount of base salary in effect on the date of termination that he would have otherwise received had he remained employed by the Company through the twenty-four (24) month anniversary of the Change in Control, but in no event will he be paid less than twelve (12) months base salary and (ii) an amount equal to the average annualized bonus earned by him for the two (2) calendar years prior to the calendar year during which the Change in Control occurs, but in no event will the amount be less than 50% of his base salary in effect on the date of termination;

(i) the amount of base salary in effect on the date of termination that he would have otherwise received had he remained employed by the Company through the twelve (12) month anniversary of the Change in Control, and (ii) an amount equal to the average annualized bonus earned by him for the two (2) calendar years prior to the calendar year during which the Change in Control occurs, but in no event will the amount be less than his annual target bonus for the year during which the termination occurs, or if greater, his annual target bonus for the year during which the closing of the Change in Control occurs;

• the immediate vesting of all equity awards granted on or after the effective date of the employment agreement;

• coverage under our group health insurance plans or payment of the full amount of health insurance premiums as provided under COBRA for up to eighteen (18) months after termination.

Change in Control Vesting Acceleration

The employment agreement for Mr.

Knitowski provides a Change of Control accelerated vesting provision such that in the event of a Change in Control that occurs while an employee with the Company, 100% of any equity awards held as of the closing of the Change of Control will vest and become fully exercisable (to the extent possible) as of the closing of the Change of Control.

With request to equity awards granted on or after the effective date of the employment agreement but granted prior to the closing of a Change of Control, the same vesting acceleration provision provided in the prior sentence will apply to such equity awards, expect to the extent provided in the applicable equity award agreement by explicit reference to the employment agreement.

Executive Bonus Plan

Each of our named executive officers participated in our Senior Staff Bonus Plan.

The Senior Staff Bonus Plan provided for bonus payments to eligible employees.

The target bonuses for each named executive officer under the Senior Staff Bonus Plan for the year ended December 31, 2021 are as follows:

Subject to approval by our Compensation Committee or Board, actual annual bonuses paid may differ from target amounts.

• coverage under our group health insurance plans or payment of the full amount of health insurance premiums as provided under COBRA for up to twelve (12) months after termination.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding stock options and other equity awards held by each of our named executive officers holding as of December 31, 2022:

Options Awards Restricted Stock Unit Awards

Grant Date Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number

units of stock

(#) Market value

units of stock

Name Exercisable Unexercisable

Alan Knitowski 1/8/2018 233,886 — 0.61 1/8/2028 — —

7/30/2019 — — — — 37,500 (1)

2/4/2021 — — — — 435,763 (1)

Matt Lull 9/28/2022 — — — — 500,000 (2)

Chris Olive 9/16/2022 — — — — 500,000 (3)

Knitowski was granted 450,000 restricted stock units on July 30, 2019.

The restricted stock units will vest at various rates with of 1/4th vesting on May 18, 2020, and thereafter at a rate of 1/12th on the following vesting dates;

August 18 2020, November 18, 2020, May 18, 2021, August 18, 2021, November 18, 2021, May 18, 2022, August 18, 2022, November 18, 2022 and May 18, 2023, subject to his continued employment with the Company on each such vesting date.

Knitowski was also granted 747,023 restricted stock units on February 4, 2021.

The restricted stock units vest at various rates with 1/4th vesting on May 9, 2022, and thereafter at a rate of 1/12th on the following vesting dates;

August 8, 2022, November 8, 2022, May 8, 2022, August 8, 2022, November 8, 2022, May 8, 2023, August 8, 2023, November 8, 2023 and May 8, 2024, August 8, 2024, November 8, 2024, May 8, 2025, subject to his continued employment with the Company on each such vesting date.

As of December 27.

Knitowski had approximately 473,263 unvested restricted stock units under the aforementioned grants.

As additional compensation under the term of a Confidential Transition, Consulting and General Release Agreement, the Company modified the vesting schedule with respect to the unvested portion of restricted stock units, such that 39,438 restricted stock units will vest on each of the last day of each month from January 2023 through November 2023 and 39,445 restricted stock units will vest on December 31, 2023.

Lull was granted 500,000 restricted stock units on September 28, 2022.

The restricted stock units vest at various rates with 135,417 restricted stock units vesting on May 8, 2023, 40,510 restricted stock units vesting on each of August 8, 2023 and November 8, 2023 and 40,509 restricted stock units vesting on each of May 8, 2024, August 8, 2024, November 8, 2024, May 8, 2025, August 8, 2025, November 8, 2025 and April 17, 2026, subject to his continued employment with the Company on each such vesting date.

Olive was granted 500,000 restricted stock units on September 16, 2022.

The restricted stock units vest at various rates with 135,417 restricted stock units vesting on May 8, 2023, 40,510 restricted stock units vesting on each of August 8, 2023 and November 8, 2023 and 40,509 restricted stock units vesting on each of May 8, 2024, August 8, 2024, November 8, 2024, May 8, 2025, August 8, 2025, November 8, 2025 and March 31, 2026, subject to his continued employment with the Company on each such vesting date.

Director Compensation

We compensate our Board in the form of fees paid in cash.

Each outside director is paid an annual cash retainer of $75,000.

The chairperson of our Board is paid an additional $45,000 annually.

Chairpersons on committees of our Board range from $15,000 to $25,000 of additional annual cash compensation depending on the committee, while a member of our committees is paid $7,500 to $12,500 of additional cash compensation, depending on the committee of service.

There are no per-meeting attendance fees for attending our Board or committee meeting.

We also compensate members of our Board in the form of annual grants of restricted stock units of our common stock.

The following table sets forth certain information with respect to the compensation paid to our directors, excluding reasonable travel expenses, for the year ended December 31, 2022.

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Paid in Cash ($) Stock Awards ($) (2)

Russell Buyse 6,000 — 6,000

Stephen Chen (3)

13,542 155,018 168,560

Ryan Costello 105,000 113,368 218,368

Keith Cowan (4)

120,556 — 120,556

Eric Manlunas 108,750 103,345 212,095

50,000 226,918 276,918

Lori Tauber Marcus (3)

32,250 152,105 184,355

Blythe Masters (3)

28,500 158,452 186,952

Kathy Tan Mayor 85,833 103,345 189,179

40,500 226,011 266,511

Rahul Mewawalla

George Syllantavos (3)

107,500 113,368 220,868

Crowder and Mr.

Knitowski serve as a members of the Board, however, they do not receive any additional compensation for the services they provide as directors.

Buyse was appointed to our Board on November 21, 2022.

For the period of November 21, 2022 through December 27, 2022, Mr.

Buyse was paid $6,000 cash compensation for services he provided as a director.

Commencing on December 28, 2022, the date at which Mr.

Buyse was appointed our CEO, and thereafter, he will not receive any additional compensation for the services he provides as a director.

For information on Mr.

Crowder and Mr.

Knitowski's compensation, please refer to “ Executive Compensation ” in this Annual Report.

Buyse's compensation, please refer to “ Executive Compensation ” in this Annual Report.

This column reflects the aggregate grant date fair value of restricted stock units granted during 2022 computed in accordance with the provisions of ASC 718, Compensation-Stock Compensation .

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These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the restricted stock units or the sale of the common stock underlying such restricted stock units.

Masters and Marcus resigned from our Board effective May 1, 2021 and September 30, 2021, respectively.

Syllantavos did not stand for reelection to our Board at our annual meeting of stockholders held on December 2, 2021.

Chen was elected to our Board at our 2022 annual meeting of stockholders held on November 11, 2022

Cowan's term expired at our 2022 annual meeting of stockholders held on November 11, 2022.

Outstanding Equity Awards as Fiscal Year-End

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Grant date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested ($)

Ryan Costello (1)

Stephen Chen (1)

11/14/2022 104,742 80,966

Keith Cowan (2)

Ryan Costello (2)

11/14/2022 76,600 59,212

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11/14/2022 76,600 59,212

The Restricted Stock Units ("RSUs") vest in four equal installments commencing on January 1, 2022, and quarterly thereafter until the final vesting date of September 30, 2022.

The Restricted Stock Units ("RSUs") vest in four equal installments commencing on February 11, 2023, and quarterly thereafter until the final vesting date of November 11, 2023.

Vesting is subject to the continued service on such vesting date.

The RSUs vest in four equal installments commencing on March 2, 2022, and quarterly thereafter until the final vesting date of December 2, 2022.

The RSUs vest in four equal installments commencing on January 1, 2023, and quarterly thereafter until the final vesting date of October 1, 2023.

Vesting is subject to the continued service on such vesting date.

Employee, Officer and Director Hedging

Our Insider Trading Policy and Guidelines with Respect to Certain Transactions in Securities, which is applicable to all directors, officers, employees and agents of the Company, prohibits such parties from engaging in transactions in publicly-

traded options, such as puts and calls, and other derivative securities with respect to our securities.

This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities.

Stock options, stock appreciation rights and other securities issued pursuant to the Company's benefit plans or other compensatory arrangements with us are also subject to this prohibition;

provided, however, such parties are not prohibited from exercising any stock options issued under any of the Company’s benefit plans or other compensatory arrangements in accordance with the terms of such plans or arrangements.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans

All of the Company's equity compensation plans were previously approved by its stockholders and the Company maintains no equity compensation plans not approved by stockholders.

All of the Company's equity compensation plans outstanding as of December 31, 2022 were previously approved by its stockholders, and on such date the Company maintained no equity compensation plans not approved by stockholders.

The following table sets forth our equity compensation plan information as of December 31, 2022.

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Because there is no exercise price associated with the restricted share awards, such shares are not included in the weighted-average price calculation.

The number of shares of Common Stock reserved and available for issuance under the 2018 Plan is subject to an automatic annual increase on each January 1st, by an amount equal to five percent (5%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st or such lesser number of shares of Common Stock as approved by the Administrator (as defined in the 2018 Plan).

The 2009 Plan terminated on December 26, 2018.

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As of December 31, 2022, the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing is equal to 874, which is not included in the column (c) above.

The number of shares of Common Stock reserved and available for issuance under the 2018 ESPP is subject to an automatic annual increase on each January 1st, by the lesser of (i) 818,824 shares of Common Stock, (ii) one and one-half percent (1.5%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, or (iii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in the 2018 ESPP).

For additional information on the Company's equity compensation plans, refer to Note 13 " Stock-Based Compensation" of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Beneficial Ownership of Principal Shareholders and Management

The following table sets forth information with respect to the beneficial ownership of our common stock as of December 31, 2021, for:

The following table sets forth information with respect to the beneficial ownership of our common stock as of February 28, 2023, for:

• each stockholder known to us to be beneficial owner of more than 5% of our outstanding shares of common stock;

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Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable.

Applicable percentage ownership is based on 96,751,610 shares of our common stock outstanding as of December 31, 2021.

In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we included outstanding shares of our common stock subject to options or restricted stock units held by that person that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of December 31, 2021.

Applicable percentage ownership is based on 102,874,703 shares of our common stock outstanding as of February 28, 2023.

We did not include these shares as outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o Phunware, Inc., 7800 Shoal Creek Boulevard, Suite 230-South, Austin, Texas 78757.

Name of Beneficial Owner Shares (1)

Named Executive Officers and Directors:

Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o Phunware, Inc., 1002 West Avenue, Austin, Texas 78701.

Name of Beneficial Owner (1)

Shares Percentage

Named Executive Officers, Executive Officers and Directors:

Knitowski (2)

1,345,177 1.3%

Russell Buyse — —%

Matt Aune (3)

Stephen Chen (4)

Ryan Costello (5)

Randall Crowder (6)

Keith Cowan (6)

Matt Lull — —%

Eric Manlunas (7)

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Rahul Mewawalla (9)

Chris Olive (10)

All executive officers and directors as a group (11 persons) (11)

4,369,773 4.2%

The percentage of beneficial ownership is calculated based on 96,751,610 shares of our common stock as of December 31, 2021, adjusted for each owner’s options or restricted stock units held by that person that are currently exercisable or exercisable within 60 days of December 31, 2021, if any.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

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Knitowski serves as president;

and (vii) 233,886 shares subject to options exercisable and vested.

(vii) 78,876 shares subject to vesting for restricted stock units within 60 days of February 28, 2023 and (viii) 233,886 shares subject to options exercisable and vested.

Consists of (i) 280,444 shares held of record by Mr.

and (ii) 160,650 shares subject to options exercisable and vested.

Consists of 38,044 shares subject to vesting for restricted stock units within 60 days of December 31, 2021

Consists of (i) 26,186 shares held of record by Mr.

(ii) 229,500 shares subject to option exercisable within 60 days of December 31, 2021, of which 219,936 had vested as of such date.

Consists of 254,844 shares held directly by Mr.

Consists of (i) 131,326 shares held of record by Mr.

(ii) 19,150 shares subject to vesting for restricted stock units within 60 days of February 28, 2023

Consists of (i) 441,085 shares held of record by Mr.

(ii) 229,500 shares subject to options exercisable and vested.

Consists of (i) 22,817 shares held directly by Mr.

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Consists of 286,236 shares held directly by Ms.

Consists of 38,044 shares subject to vesting for restricted stock units within 60 days of December 31, 2021

Consists of (i) 3,366,315 shares held of record by our current directors and executive officers, (ii) 628,626 shares subject to option exercisable within 60 days of December 31, 2021, of which 619,062 had vested as of such date, and (iii) 76,088 shares subject to vesting for restricted stock units within 60 days of December 31, 2021.

Consists of 171,326 shares held directly by Mr.

(ii) 19,150 shares subject to vesting for restricted stock units within 60 days of February 28, 2023

Consists of 4,000 shares held directly by Mr.

Consists of (i) 3,628,561 shares held of record by our current directors and executive officers, (ii) 624,036 shares subject to options exercisable and vested, and (iii) 117,176 shares subject to vesting for restricted stock units within 60 days of February 28, 2023.

Certain Relationships and Related Transactions, and Director Independence.

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Related Person Transactions

Confidential Transition, Consulting and General Release Agreement with Alan Knitowski.

On December 13, 2022, the Company entered into a Confidential Transition, Consulting and General Release Agreement (the "Transition Agreement") with Alan Knitowski.

The Transition Agreement provides that Mr.

Knitowski's employment terminated effective on the December 27, 2022 (the "Separation Date") .

Furthermore, effective the Separation Date, Mr.

Knitowski freely and voluntarily resigned his position as a director of the Company's board of directors.

The Company and Mr.

Knitowski have agreed that from the period of the Separation Date and continuing through December 31, 2023 (the "Services Period"), Mr.

Knitowski serves as a special advisor to the Company.

The Company and Mr.

Knitowski both agreed to a mutual general release, which excludes certain specified types of claims.

Knitowski also agreed to certain restrictive covenants, including confidentiality, non-compete and non-solicitation provisions.

As compensation for his service as a special advisor during the Services Period, Mr.

Knitowski will receive aggregate gross compensation of $225,000, less applicable withholdings, payable in twelve (12) monthly installments of $18,750 (the "Monthly Installment Payment"), beginning January 31, 2023.

The Monthly Installment Payment may be made in the form of cash, Bitcoin or the issuance of common stock of the Company, in the Company's sole discretion.

The Company will also reimburse Mr.

Knitowski for continuation coverage under the Company's group health plan in accordance with COBRA through December 31, 2023.

During the course of his employment with the Company, Mr.

Knitowski was awarded a certain number of grants of restricted stock units pursuant to the Company's 2018 Equity Incentive Plan (the "Knitowski Grants").

As of the Separation Date, Mr.

Knitowski had approximately 473,263 unvested restricted stock units under the Knitowski Grants.

The Knitowski Grants were made at multiple occurrences, each of which contained various vesting share amounts on various dates, with the last vesting period scheduled to occur in May 2025.

As additional compensation under the Transition Agreement, the Company modified the vesting schedule with respect to the unvested portion of restricted stock units under the Knitowski Grants, such that 39,438 restricted stock units will vest on each of the last day of each month from January 2023 through November 2023 and 39,445 restricted stock units will vest on December 31, 2023.

Assumed Payables.

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On November 15, 2019, the Company issued a promissory note in the principal amount of $195,000, in exchange for cash consideration, to Cane Capital, LLC, an entity owned in part by Alan S.

Knitowski, the Company’s Chief Executive Officer and a member of its board of directors.

Knitowski, who at the time of issuance served as the Company’s Chief Executive Officer and a member of its board of directors.

On October 27, 2021, we paid the note in full with no early payment penalty.

Related Party Bridge Loans.

In the first quarter of 2020, various related parties loaned the Company $560,000.

The Related Party Bridge Loans have an interest of 10% per annum and were due to mature on November 14, 2024.

The RPBLs were made in the following amounts by the following related parties:

(i) $204,000 by Cane Capital, LLC, an entity owned in part by Alan S.

Knitowski, our Chief Executive Officer;

(ii) $151,000 by Curo Capital Appreciation Fund, LLC, an entity in which Alan S.

Knitowski, the Company's Chief Executive Officer and Luan Dang, our Chief Technology Officer serve as co-presidents;

(iii) $155,000 by various individuals associated by familiar relationship with Alan S.

Knitowski, our Chief Executive Officer;

and (iv) $50,000 by Luan Dang, the Company's Chief Technology Officer.

As of December 31, 2020, the RPBLs have been paid in full with no early payment penalty.

Director Independence

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As a result of this review, we determined that Messrs.

Costello, Cowan, Manlunas and Mewawalla and Ms.

Mayor, representing five of our seven directors, are considered “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

Stephen Chen, Ryan Costello, Eric Manlunas and Rahul Mewawalla and Ms.

Kathy Tan Mayor, representing five of our six directors, are considered “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

Board Leadership Structure / Lead Independent Director

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The Chair of our Board and our Chief Executive Officer roles are separate.

Knitowski serves as our Chief Executive Officer and Mr.

Cowan serves as Interim Chair of our Board.

Buyse serves as our Chief Executive Officer and Mr.

Costello serves as Chair of our Board.

This structure enables each person to focus on different aspects of company leadership.

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Our independent directors bring experience, oversight and expertise from outside of Phunware, while Mr.

Knitowski brings company-specific experience and expertise.

As one of the founders of Phunware, Mr.

Knitowski is best positioned to identify strategic priorities, lead critical discussion and execute our business plans.

Buyse brings company-specific experience and expertise.

Limitation on Liability and Indemnification Matters

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In addition to the indemnification required in our certificate of incorporation and amended and restated bylaws, we have entered into an indemnification agreement with each member of our board of directors.

the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as a director, officer, employee, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity.

These agreements provide for the indemnification of our directors, officers and some employees for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a

director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as a director, officer, employee, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity.

In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification.

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3.2 Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No.

001-37862), filed with the SEC on January 2, 2019).

001-37862), filed with the SEC on November 4, 2022).

3.3 Certificate of Designation (Incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-K (File No.

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001-37862), filed with the SEC on November 21, 2019).

4.13 Form of Note, dated April 9, 2020, between the Company and JPMorgan Chase (Incorporated by reference to Exhibit 4.1 of the Registrants Form 8-K filed with the SEC on April 16, 2020.

4.14 Form of Senior Convertible Note, dated March 20, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 4.1 of the Registrants Form 8-K filed with the SEC on March 23, 2020).

4.13 Form of Note, dated April 9, 2020, between the Company and JPMorgan Chase (Incorporated by reference to Exhibit 4.1 of the Registrant ' s Form 8-K filed with the SEC on April 16, 2020.

4.15 Description of Securities (Incorporated by reference to Exhibit 4.15 of the Registrant's Form 10-K (File No.

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10.1+ Phunware, Inc.

2018 Equity Incentive Plan, Amended and Restated as of December 4, 2020 (Incorporated by reference to Annex A of the Registrant's Schedule 14A (File No.

001-37862), filed with the SEC on October 16, 2020).

2018 Equity Incentive Plan, Amended and Restated as of November 11, 2022 (Incorporated by reference to Annex A of the Registrant's Schedule 14A (File No.

001-37862), filed with the SEC on August 31, 2022).

10.2+ Phunware, Inc.

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001-37862), filed with the SEC on January 2, 2019).

10.21 Form of Securities Purchase Agreement, dated March 19, 2020 (Incorporated by reference to Exhibit 10.1 of the Registrants Form 8-K filed with the SEC on March 23, 2020).

10.22 Form of Registration Rights Agreement, dated March 20, 2020 (Incorporated by reference to Exhibit 10.1 of the Registrants Form 8-K filed with the SEC on March 23, 2020).

10.21 Form of Securities Purchase Agreement, dated March 19, 2020 (Incorporated by reference to Exhibit 10.1 of the Registrant ' s Form 8-K filed with the SEC on March 23, 2020).

10.22 Form of Registration Rights Agreement, dated March 20, 2020 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the SEC on March 23, 2020).

10.23 Form of Security Purchase Agreement, dated July 14, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the SEC on July 16, 2020).

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Ascendiant Capital Markets, LLC, dated August 14, 2020 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the SEC on August 14, 2020).

10.32 Settlement Agreement and Mutual General Release, dated October 9, 2020, between the Company, Uber Technologies, Inc., and certain Individual Defendants (Incorporated by reference to Exhibit 10.12 of the Registrants Form 10-Q (File No.

001-37862), filed with the SEC on November 12, 2020).

10.33 Underwriting Agreement, dated February 12, 2021 by and among Northland Securities, Inc., Roth Capital Partners, LLC and Phunware, Inc.

(Incorporated by Reference to Exhibit 1.1 of the Registrants Form 8-K filed with the SEC on February 16,2021).

(Incorporated by Reference to Exhibit 1.1 of the Registrant's Form 8-K filed with the SEC on February 16,2021).

10.34 At Market Issuance Sales Agreement, by and between Phunware, Inc.

Riley Securities, Inc., dated April 7, 2021 (Incorporated by Reference to Exhibit 10.1 of the Registrants Form 8-K (File No.

Riley Securities, Inc., dated April 7, 2021 (Incorporated by Reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on April 7, 2021).

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and Caleb Borgstrom (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed with the SEC on September 13, 2021).

10.38 Lease Agreement, dated March 15, 2022, between Phunware, Inc.

and Jonsson ATX Warehouse, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862) filed with the SEC on March 18, 2022).

10.39 Lease Agreement, dated June 3, 2022, between Phunware, Inc.

and ATX Acquisitions, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862) filed with the SEC on June 10, 2020).

10.40 Note Purchase Agreement, dated July 6, 2022, between Phunware, Inc.

and Streeterville Capital, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862) filed with the SEC on June 8, 2022).

10.41 Promissory Note, dated July 6, 2022, between Phunware, Inc.

and Streeterville Capital, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862) filed with the SEC on June 8, 2022).

10.42+ Amendment No.

1 to Employment Agreement by and between Phunware, Inc.

and Matt Aune (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.001-37862) filed with the SEC on September 30, 2022).

10.43+ Amendment No.

1 to Employment Agreement by and between Phunware, Inc.

and Randall Crowder (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No.001-37862) filed with the SEC on September 30, 2022).

10.44+* Amended and Restated Employment Agreement by and between Phunware, Inc.

and Matt Lull.

10.45+* Amended and Restated Employment Agreement by and between Phunware, Inc.

and Chris Olive.

10.46+ Confidential Executive Employment Agreement by and between Phunware, Inc.

and Russell Buyse dated November 11, 2022 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862) filed with the SEC on November 14, 2022).

10.47+ Confidential Transition, Consulting and General Release Agreement by and between Phunware, Inc.

Knitowski executed on December 13, 2022 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862) filed with the SEC on December 16, 2022).

14.1 Code of Business Conduct and Ethics as of December 26, 2018 (Incorporated by reference to Exhibit 14.1 of the Registrant's Form 10-K (File No.

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* Filed herewith

** Furnished herewith

+ Indicates a management contract or compensatory plan or arrangement

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PHUNWARE, INC.

April 7, 2022 By:

March 31, 2023 By:

/s/ Russell Buyse

Chief Executive Officer

(Principal Executive Officer)

April 7, 2022 By:

March 31, 2023 By:

/s/ Matt Aune

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Alan S.

Knitowski and Matt Aune, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to act on, sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Russell Buyse and Matt Aune, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to act on, sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Knitowski Chief Executive Officer and Director April 7, 2022

Knitowski (Principal Executive Officer)

/s/ Matt Aune Chief Financial Officer April 7, 2022

/s/ Russell Buyse Chief Executive Officer and Director March 31, 2023

Russell Buyse (Principal Executive Officer)

/s/ Matt Aune Chief Financial Officer March 31, 2023

Matt Aune (Principal Accounting and Financial Officer)

/s/ Keith Cowan Director April 7, 2022

/s/ Randall Crowder Chief Operating Officer and Director April 7, 2022

Randall Crowder

/s/ Ryan Costello Director April 7, 2022

/s/ Stephen Chen Director March 31, 2023

/s/ Ryan Costello Director March 31, 2023

Ryan Costello

/s/ Eric Manlunas Director April 7, 2022

/s/ Eric Manlunas Director March 31, 2023

Eric Manlunas

/s/ Kathy Tan Mayor Director April 7, 2022

/s/ Kathy Tan Mayor Director March 31, 2023

Kathy Tan Mayor

/s/ Rahul Mewawalla Director April 7, 2022

/s/ Rahul Mewawalla Director March 31, 2023

Rahul Mewawalla

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures