Elliot Han

About Elliot Han

Elliot Han (age 48) is an independent Class II director of Phunware, appointed in January 2024; he was elected Chairperson of the Board in October 2025. Han is currently Chair of the Audit Committee and Chair of the Compensation Committee, and a member of the Nominating & Corporate Governance Committee. He holds a B.A. from Columbia University, a Master’s from Oxford University, and law and M.A. degrees from Cambridge University, with prior roles spanning corporate finance, capital markets, and digital assets at global institutions .

Past Roles

External Roles

Board Governance

• Structure and independence: Phunware’s CEO and Board Chair roles are separated; Jeremy Krol is Interim CEO and Elliot Han is Chairperson of the Board. Three of four directors are independent; Han is independent under Nasdaq and SEC rules .
• Committee assignments (current):
  • Audit Committee: Members Han, Quyen Du, Rahul Mewawalla; Han is Chair .
  • Compensation Committee: Members Han, Du, Mewawalla; Han is Chair .
  • Nominating & Corporate Governance Committee: Members Han, Du, Mewawalla; Du is Chair .
• Meetings and attendance:
  • Board met 2 times and acted via 17 written consents in FY 2024; each incumbent director attended ≥75% of Board meetings during their service period .
  • Audit Committee met 4 times in FY 2024; each incumbent director attended ≥75% of committee meetings on which they served .
  • Compensation and Nominating Committees held no formal meetings in FY 2024, approving matters by unanimous written consent .

Fixed Compensation

• Outside Director Compensation Policy (effective June 13, 2024):
  • Annual cash retainer: $75,000
  • Additional annual fees:
    • Chairperson of the Board: $45,000
    • Audit Chair: $25,000; Audit Member: $12,500
    • Compensation Chair: $20,000; Compensation Member: $10,000
    • Nominating & Governance Chair: $15,000; Member: $7,500
  • Paid quarterly in advance .

Performance Compensation

• Equity compensation for outside directors:
  • Initial RSU Award: grant-date fair value $150,000, granted/vested/settled on first trading day within second open trading window after becoming an outside director .
  • Annual RSU Award: grant-date fair value $150,000, granted/vested/settled on first trading day within second open trading window after annual meeting (not granted in same year as Initial Award) .
  • Outstanding equity awards for outside directors were zero at 12/31/2024 (awards vest/settle immediately) .
• Performance-based director compensation may be awarded tied to Board-approved criteria; specific metrics are not disclosed .

Other Directorships & Interlocks

• Current public company roles: CIO at C1 Fund Inc. (NYSE-listed closed-end fund) since Feb 2025; no public-company directorships disclosed .
• Potential interlocks/conflicts: No related-party transactions involving Han disclosed; Audit Committee reviews related person transactions per policy .

Expertise & Qualifications

• Corporate finance, development, strategy, corporate law, investments, and digital asset finance expertise; senior leadership positions across IB and capital markets (Cantor, NYSE, Goldman) and blockchain advisory (Argon) .
• Education: Columbia (B.A.), Oxford (Master’s), Cambridge (law and M.A.) .
• Designated committee leader (Audit Chair; Compensation Chair), indicating finance and oversight credibility .

Equity Ownership

• Hedging/derivatives: Company policy prohibits hedging, puts/calls, and derivative transactions in Company securities by directors .
• Pledging: No disclosure of shares pledged by Han .
• Ownership guidelines: Director stock ownership guidelines not disclosed .

Insider Reporting and Trades

Governance Assessment

• Strengths:
  • Independent Board Chair with deep finance and digital asset expertise; separation of Chair and CEO roles supports oversight .
  • Han chairs both Audit and Compensation Committees, signaling board confidence in his financial and pay-governance judgment .
  • Explicit hedging prohibition and related-party transaction approval policy help alignment and conflict mitigation .
• Watch items / red flags:
  • Section 16(a) late filings for Han (Form 3 and Form 4) indicate process/timeliness gaps; investors often view late insider reports negatively .
  • Compensation and Nominating Committees did not hold formal meetings in FY 2024 (used unanimous written consents), which may raise engagement concerns despite committee actions .
  • Reported material weaknesses in internal control over financial reporting (IT general controls; segregation of duties), elevating Audit Committee oversight demands under Han’s chairship .
• Board effectiveness indicators:
  • FY 2024 attendance for incumbents ≥75% at Board and committee levels; Audit Committee met regularly (4x) .
  • Outside Director pay structure combines fixed cash (retainer + chair/member fees) and immediate-vesting RSUs; performance-based director pay is permissible but metrics are not disclosed—transparency gap for pay-for-performance assessment .

Overall, Han’s credentials and leadership roles support investor confidence in financial oversight and strategy; however, late insider filings, limited formal committee meetings in 2024 (outside Audit), and disclosed control weaknesses warrant continued monitoring of board processes and governance rigor .