Jeremy Krol

About Jeremy Krol

Jeremy Krol, age 48, is Phunware’s Interim Chief Executive Officer (since July 14, 2025) and a Class I director (appointed October 16, 2025; nominee for election at the 2025 Annual Meeting). He joined Phunware in January 2025 as EVP & COO after serving as a subcontractor to Switch Advisory Group providing fractional COO services since June 2024. He holds a B.Eng. (Aerospace) from Carleton University and an MBA from the University of Calgary . Early-tenure operating snapshot: Q3 2025 revenue declined 6.5% YoY to $0.6M, gross margin 46.1%, with net loss per share improving to ($0.12); cash and equivalents were $103.8M at quarter-end .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Equity Ownership & Alignment

• Hedging/derivatives are prohibited for directors/officers/employees under the Insider Trading Policy (reduces misalignment/hedging risk) .
• No explicit disclosure of pledging policy; none indicated for Krol in the proxy tables .
• As of Oct 28, 2025, Krol reported no beneficial ownership; options not exercisable within 60 days are excluded from beneficial ownership calculations .

Employment Terms

Board Governance

• Appointment and class: Appointed as Class I director on Oct 16, 2025; nominee for election at the 2025 Annual Meeting; no additional board pay as an employee‑director .
• Independence: Not independent (executive officer); Board currently has a majority of independent directors (3 of 4 as of proxy filing) .
• Committees: Audit, Compensation, and Nominating/Governance committees are composed entirely of non‑employee independent directors; Krol is not listed on committees .
• Committee chairs: Audit—Elliot Han; Compensation—Elliot Han; Nominating/Governance—Quyen Du .
• Risk oversight: Board and committees oversee strategic, financial, and compensation-related risk; Audit reviews ERM and controls .

Director Compensation (context)

• 2024 Outside Director cash retainers and equity policy were adopted in 2024 (e.g., $75k annual retainer; committee chair/member fees; $150k RSU initial/annual grants). As an employee‑director, Krol does not receive these fees .

Performance Snapshot (during Krol’s interim CEO tenure)

Management commentary emphasized advancing the AI Concierge and Guest Services Agent, pilot testing with a hospitality customer, and increased sales/marketing investment under his leadership .

Compensation Structure Analysis

• Shift toward at‑risk equity: Option grant tied to performance thresholds within 90 days of appointment aligns pay with value creation; specifics (size/price/vesting) to be set by Compensation Committee, limiting visibility into near‑term vesting/selling pressure until award terms are disclosed .
• Cash vs equity mix: Base salary at $325k with bonus targeted at 50%–150% of salary beginning 2026 suggests a meaningful variable component contingent on performance and Board discretion .
• Severance discipline: No severance multiple or CIC acceleration for Krol—only Accrued Benefits—constrains downside cost for shareholders but may heighten retention risk .
• Hedging policy: Hedging prohibited for insiders, supporting alignment; no pledging policy disclosed .

Risk Indicators & Governance Context

• Related party/governance overhang: Board rescinded an Executive Chairman/AI Architect agreement with then‑chair Rahul Mewawalla; a subsequent arbitration was filed by Mewawalla. The company plans to vigorously defend—this is a governance/legal overhang to monitor .
• Dual role: Krol’s employee‑director status reduces independence, though the Board remains majority‑independent and committees are fully independent .
• Retention risk: Interim, renewable 30‑day extensions after the initial 6‑month term and absence of severance/CIC benefits for Krol increase potential retention risk if external opportunities arise .

Equity Ownership & Alignment Details

Employment & Contracts Detail

Board Service History and Roles

Investment Implications

• Alignment: Structure points toward performance alignment (performance‑based options; discretionary bonus), and hedging is prohibited. However, current “skin‑in‑the‑game” appears low (no reported beneficial ownership as of Oct 28, 2025), with equity award specifics pending, limiting near‑term ownership alignment signaling .
• Retention vs cost: The at‑will, interim arrangement without severance multiples or CIC benefits lowers shareholder downside but raises retention risk if stability and long-term incentives are not clarified soon .
• Governance: Employee‑director dual role necessitates strong committee independence—currently satisfied. The Mewawalla arbitration is a governance overhang to monitor for potential financial or reputational impact .
• Execution risk: Operating scale remains small; while net losses narrowed and liquidity is strong, revenue contracted YoY. The AI Concierge roadmap and pilot traction are positive, but investors should seek evidence of commercialization and revenue inflection during Krol’s tenure .

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