Chris Olive
PhunwareAbout Chris Olive
Chris Olive, age 55, has served as Chief Legal Officer of Phunware since April 1, 2022, following a 16-year partner tenure at Bracewell LLP and earlier roles at Jones Day and in the U.S. Army Judge Advocate General’s Corps; he holds a BBA in Finance (University of Miami), JD (SMU), and LLM in Banking & Finance Law (University of London) . Company performance context during his tenure shows cumulative total shareholder return of a $100 initial investment at $29.39 (2022), $3.12 (2023), and $3.95 (2024) alongside net losses of $50.9M (2022), $52.8M (2023), and $10.3M (2024) . Revenue declined from $6.52M (FY2022) to $4.83M (FY2023) to $3.19M (FY2024), with EBITDA remaining negative over the same period (see table below; S&P Global disclaimer applies where noted) * * *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bracewell LLP | Partner | 2006–2022 | Led transactional/regulatory matters spanning finance, banking, M&A, digital assets, corporate securities |
| Jones Day | Associate | Prior to 2006 | Corporate/finance legal practice, foundational M&A/banking experience |
| U.S. Army JAG Corps | Officer | Prior | Government legal service; litigation/advisory training |
External Roles
- None disclosed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 300,000 | 300,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus ($) | — | — |
| Stock Awards ($) | 87,640 | — |
| All Other Compensation ($) | 26,630 | 15,215 |
| Total Compensation ($) | 414,270 | 315,215 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Company-set bonus program | Not disclosed | Not disclosed | Not disclosed | N/A | Eligible per employment agreement; no metrics disclosed |
| RSUs (Grant 9/16/2022) | Time-based | N/A | N/A | Ongoing tranches | See vesting schedule | One-time grant of 10,000 RSUs; specific vest dates below |
| RSUs (Grant 8/31/2023) | Time-based | N/A | N/A | Ongoing tranches | Annual tranches 2024–2026 | Grant of 6,260 RSUs; annual vesting beginning Aug 1, 2024; final Aug 3, 2026 |
RSU Vesting Schedule Detail
| Grant | Total RSUs | Vesting Dates and Amounts |
|---|---|---|
| 9/16/2022 | 10,000 | 2,708 on 5/8/2023; 811 on 8/8/2023; 811 on 11/8/2023; 810 on 5/8/2024; 810 on 8/8/2024; 810 on 11/8/2024; 810 on 5/8/2025; 810 on 8/8/2025; 810 on 11/8/2025; 810 on 3/31/2026 |
| 8/31/2023 | 6,260 | Annual tranches commencing 8/1/2024 with final vesting 8/3/2026 (per award agreement) |
Equity Ownership & Alignment
| Date (Shares Outstanding Basis) | Shares Beneficially Owned | Ownership % |
|---|---|---|
| 3/21/2025 (20,170,745) | 8,116 | 0.0% |
| 10/28/2025 (20,187,326) | 11,117 | 0.1% |
| Unvested Equity (as of 12/31/2024) | Quantity | Market Value ($) |
|---|---|---|
| RSUs from 9/16/2022 grant | 3,240 | 16,848 |
| RSUs from 8/31/2023 grant | 4,173 | 21,700 |
- Options: No outstanding options reported for Olive as of 12/31/2023 and 12/31/2024 (all option columns “—”) .
- Hedging and pledging: Hedging transactions and margin accounts are prohibited; pledging Company securities requires Compliance Officer approval . Insider Trading Policy also prohibits transactions in publicly-traded derivatives on Company securities .
- Ownership guidelines and pledges: No stock ownership guideline or pledging disclosures specific to Olive were provided in the proxy; no pledges disclosed for Olive .
Employment Terms
| Provision | Key Term |
|---|---|
| Position | Chief Legal Officer |
| Start Date | April 1, 2022 |
| Term | Four-year initial term from April 2022; auto-renews for successive one-year terms unless 90-day notice |
| Base Salary | $300,000 initial base |
| Bonus Eligibility | Eligible for Company bonus programs set by Board/committee (targets not disclosed) |
| RSU Grant | One-time 10,000 RSUs on 9/16/2022; separate award agreement governs vesting/forfeiture/buyback terms |
| Severance (non-CIC) | 6 months base salary, up to 6 months COBRA, immediate vesting of equity granted on/after effective date |
| Severance (CIC, double-trigger) | If terminated without cause during 3 months before or within 12 months after a CIC: lump-sum equal to 12 months base salary plus average annualized bonus of prior 2 years (not less than target bonus for the relevant year), immediate vesting of equity granted on/after effective date, and up to 12 months COBRA |
| CIC Term Extension | If CIC occurs with <12 months remaining, agreement extends through 12 months following CIC |
Company Performance Context (FY)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 6,521,000 * | 4,832,000 * | 3,189,000 * |
| EBITDA ($) | -23,292,000* | -19,788,000* | -13,873,000* |
| Net Income ($) | -50,894,000 * | -52,785,000 * | -10,316,000* |
- Values retrieved from S&P Global. Asterisk indicates the value has no document citation and is sourced from S&P Global.
Pay Versus Performance (SEC Framework)
| Year | Compensation Actually Paid to PEO(s) ($) | Avg Compensation Actually Paid to Non‑PEO NEOs ($) | Value of Initial Fixed $100 Investment (TSR) ($) | Net Loss ($000s) |
|---|---|---|---|---|
| 2022 | (709,477) | 637,383 | 29.39 | (50,894) |
| 2023 | 778,251 | 113,331 | 3.12 | (52,785) |
| 2024 | 612,427 | 366,200 | 3.95 | (10,316) |
- Non‑PEO NEOs include Chris Olive in 2022–2024 cohorts per proxy .
Compensation Committee and Governance
- Compensation Committee members: Rahul Mewawalla, Elliot Han (Chair), Quyen Du; all independent under Nasdaq/SEC standards .
- Committee process: Meets quarterly or more; may retain compensation consultants/legal counsel; CEO excluded from deliberations on his own pay; authority to delegate under equity plans; limited 2024 formal meetings (approved matters via unanimous written consent) .
- Say‑on‑Pay: Advisory vote on NEO compensation included as Proposal 3; Board recommends “FOR”; frequency vote recommends “EVERY THREE YEARS” under Proposal 4 .
Risk Indicators & Context
- Insider trading/derivatives/pledging/margin restrictions in the updated Insider Trading Policy (effective March 1, 2025) mitigate hedging/pledging risk for insiders including Olive .
- Leadership transition risk: Company disclosed disruption risk tied to CEO changes in 2025, noting dependence on senior management execution; contextual operating risk environment for all executives .
- Legal proceedings: Arbitration demand involving former Chair (Mewawalla) unrelated to Olive, but indicative of governance/legal complexity in 2025 .
Investment Implications
- Alignment: Olive’s equity is predominantly time‑based RSUs with scheduled vesting through March 31, 2026 (2022 grant) and annual vesting through August 3, 2026 (2023 grant), creating predictable vest windows that can coincide with insider tax‑related sales but with hedging prohibited and pledging restricted .
- Retention economics: Non‑CIC severance (0.5x base plus COBRA and immediate vesting of equity granted on/after effective date) and CIC double‑trigger severance (1x base plus at least target bonus, immediate vesting, and 12 months COBRA) provide moderate retention and change‑of‑control protection without excise tax gross‑ups disclosed .
- Ownership: Reported beneficial ownership is modest (0.1%), but RSU overhang and ongoing vesting contribute to future realizable equity; no pledges disclosed; strict policy deters hedging, lowering misalignment risk .
- Performance linkage: Bonus eligibility is disclosed without specific metrics or targets; pay‑for‑performance transparency is limited for Olive specifically, while company‑level TSR and losses have improved off 2023 lows, with revenues declining and negative EBITDA narrowing (contextual headwinds) * * *.