Phunware (PHUN) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on May 6, 2025, with voting open to shareholders of record as of March 10, 2025.

• Shareholders will vote on electing one director and ratifying the appointment of Marcum LLP as the independent auditor for 2024.

• Proxy materials and the 2023 Annual Report are available online, and shareholders are encouraged to vote by proxy even if not attending.

• The Board recommends voting FOR both the director nominee and the auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Elect Quyen Du as Class III director for a three-year term expiring in 2027.

• Proposal 2: Ratify Marcum LLP as independent registered public accounting firm for fiscal year ending December 31, 2024.

• Shareholders may submit proposals for the 2025 meeting by November 21, 2025 (Rule 14a-8) or between January 5 and February 4, 2026 (other proposals/nominations).

• Each share of common stock entitles the holder to one vote per proposal.

Board of directors and corporate governance

• The Board consists of four members, three of whom are independent under Nasdaq rules.

• Board is divided into three staggered classes; Quyen Du is the Class III nominee.

• Board diversity: 1 female, 3 male; 1 Asian, 3 White.

• Board met 14 times in 2023; all members attended at least 75% of meetings.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all comprised of independent directors.

• Chair and CEO roles are separated; Rahul Mewawalla is Chair, Stephen Chen is Interim CEO.