Quyen Du
PhunwareAbout Quyen Du
Independent Class III director at Phunware, appointed effective February 28, 2025; age 49 as of the latest proxy. She brings 25 years of strategy and corporate development experience across media and technology, with degrees in Business Administration and Economics (UC Berkeley) and an MBA (Columbia University). Her current Class III term runs until the 2027 annual meeting, and the Board has affirmed her independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Condé Nast (NYC) | Head of Corporate Strategy & Development, Innovations and Research | Jun 2022 – Aug 2024 | Led strategy, innovations and research across finance/media; recognized leader in media and entertainment . |
| Fandom, Inc. | Head of Corporate Development | Sep 2019 – May 2022 | Drove acquisitive growth opportunities for large entertainment fan platform . |
| NBC Universal | Vice President, Digital Enterprises; Strategy, BD & M&A | 2012 – 2017 | Worked on transformative M&A, digital strategy, new market entry across streaming, commerce, data, gaming, audio . |
| NBC Universal | Various executive positions | 2007 – 2011 | Corporate digital strategy and market entry initiatives . |
| Disney | Studio distribution planning | Not disclosed | Distribution planning role . |
| Showtime | Business development | Not disclosed | Business development role . |
External Roles
No other public-company directorships disclosed beyond PHUN .
Board Governance
- Class III director; term expires at the 2027 annual meeting .
- Independence: Board determined Ms. Du is independent and meets Nasdaq audit committee service requirements .
- Committee assignments (current): Audit Committee member; Compensation Committee member; Chairperson of Nominating and Corporate Governance Committee .
- Attendance: Company reports that incumbent directors and committee members attended ≥75% of meetings in FY2024; Ms. Du was appointed in 2025, so 2024 attendance not applicable to her .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Outside Director) | $75,000 | No per-meeting fees; paid quarterly in advance . |
| Audit Committee member fee | $12,500 | Applies since Ms. Du serves as a member (not chair) . |
| Compensation Committee member fee | $10,000 | Applies since Ms. Du serves as a member (not chair) . |
| Nominating & Corporate Governance Committee chair fee | $15,000 | Applies since Ms. Du is committee chair . |
| Total policy-defined annual cash for current roles | $112,500 | Sum of retainer and role fees; paid quarterly in advance . |
The Outside Director Compensation Policy was amended June 13, 2024; fees apply prospectively to Ms. Du’s 2025 service .
Performance Compensation
| Equity Component | Grant Value | Vesting/Settlement | Eligibility Notes |
|---|---|---|---|
| Initial RSU Award | $150,000 | Granted, vested, and settled on first trading day within the Company’s second open trading window following eligibility . | Available upon first becoming an Outside Director (i.e., in 2025 for Ms. Du) . |
| Annual RSU Award | $150,000 | Granted, vested, and settled on first trading day within the Company’s second open trading window following the annual meeting . | Not granted in the same calendar year an Initial Award is received . |
| Additional performance-based compensation | Not disclosed | Calculated annually per Compensation Committee criteria approved by ≥2/3 of Board . | Specific performance metrics not disclosed . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current public-company boards disclosed for Ms. Du . |
Expertise & Qualifications
- Strategic and corporate development leadership across media/tech; deep M&A and digital strategy background from Condé Nast, Fandom, NBCU, Disney, Showtime .
- Education: BA in Business Administration and Economics (UC Berkeley); MBA (Columbia University) .
- Board service at PHUN includes chairing Nominating & Corporate Governance and membership in Audit and Compensation, aligning with governance and oversight expertise .
Equity Ownership
| Metric | As of Mar 21, 2025 | As of Oct 28, 2025 |
|---|---|---|
| Beneficial ownership (shares) | — | — |
| Beneficial ownership (%) | — | — |
| Shares outstanding (context) | 20,170,745 | 20,187,326 |
Proxy tables indicate no reportable beneficial ownership for Ms. Du at those dates; Company prohibits director/officer hedging and derivatives on Company stock .
Governance Assessment
- Independence and committee leadership: Ms. Du is independent, sits on Audit and Compensation, and chairs Nominating & Corporate Governance—positions that strengthen board oversight and refresh processes .
- Listing compliance signal: Her appointment restored Nasdaq audit committee compliance, a near-term governance positive and investor confidence stabilizer .
- Alignment watchpoint: Proxy reports show no beneficial ownership as of March and October 2025; policy-driven RSU grants (initial $150k, then annual $150k) should improve alignment over time, but current low ownership is a potential concern until holdings are evidenced .
- Conflicts/related-party: Company states no direct or indirect material interest by Ms. Du in related-party transactions; Audit Committee reviews related person transactions per policy, reducing conflict risk .
RED FLAGS: Low disclosed stock ownership to date may weaken “skin-in-the-game” signals until RSU awards are visible in ownership disclosures .
POSITIVE SIGNALS: Appointment used to regain Nasdaq compliance; independent committee roles including governance chairmanship .
Insider Trades (Director)
| Date | Form | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxies | — | — | — | Proxy Section 16 summaries list delinquent filings for others; none for Ms. Du identified . |
Related Party Transactions
- No direct or indirect material interest by Ms. Du in transactions requiring disclosure under Item 404(a); related-party review governed by Audit Committee policy .
Compensation Committee Analysis
- Composition: Mewawalla, Han, Du (all independent) .
- Processes: Meets regularly, can retain independent consultants and advisors; approves director pay, equity plans, and performance-based awards .
- Policy governance: Equity award timing avoids closed trading windows; no timing around MNPI disclosures; pay-versus-performance disclosures maintained for NEOs (directors compensated per Outside Director policy) .
Director Compensation Mix vs Ownership Alignment
| Element | Cash | Equity | Observations |
|---|---|---|---|
| Policy-defined for Ms. Du’s roles | $112,500/year (retainer + committee/chair fees) | $150,000 initial RSU; $150,000 annual RSU thereafter (subject to initial-year exclusion) | Strong equity component by policy; ownership not yet reflected in beneficial tables as of 3/21/25 and 10/28/25 . |
Committee Assignments, Chair Roles, and Engagement
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Audit | Member | No | Independent; committee met 4× in FY2024; financial literacy required . |
| Compensation | Member | No | Independent; approves director/executive comp; delegates as needed . |
| Nominating & Corporate Governance | Chair | Yes | Oversees board composition, evaluations, governance guidelines and director nominations . |
Independence Status and Attendance
- Independent director under Nasdaq rules; affirmed at appointment .
- Company reports ≥75% attendance by incumbent directors/committee members in FY2024; Ms. Du appointed in 2025, so FY2024 attendance not applicable .