Rahul Mewawalla

About Rahul Mewawalla

Rahul Mewawalla (age 46) is an independent Class I director of Phunware, appointed in September 2021; he served as Chair of the Board in October 2024 and was designated the Audit Committee financial expert, but was not nominated for re‑election at the 2025 Annual Meeting . His background spans CEO/President roles and senior leadership across technology, software, fintech, telecom, media, and internet companies, with an MBA from Northwestern University’s Kellogg School and a BBS from the University of Delhi .

Past Roles

External Roles

Board Governance

• Independence: Board determined Mewawalla is independent under Nasdaq and SEC rules; he was one of three independent directors (out of four) in 2025 .
• Board leadership: Served as Chair of the Board in Oct‑2024; by Oct‑2025 Elliot Han served as Chair, separating CEO and Chair roles .
• Committees: Audit, Compensation, and Nominating & Corporate Governance Committees member; designated Audit Committee financial expert .
• Audit Committee chair timeline: Signed the Audit Committee Report as Chair for FY‑2024; current chair referenced as Elliot Han later in 2025 .
• Meeting activity: Board met 14 times in FY‑2023 and 2 times in FY‑2024 (plus 17 written consents in 2024); each incumbent director attended at least 75% of Board and committee meetings in those respective periods .

Fixed Compensation

Outside Director Compensation Policy (effective June 13, 2024):

• Annual cash retainer: $75,000 .
• Additional annual fees: Chair of Board $45,000; Audit Chair $25,000; Audit Member $12,500; Compensation Chair $20,000; Compensation Member $10,000; Nominating Chair $15,000; Nominating Member $7,500 .

Performance Compensation

Other Directorships & Interlocks

• Multiple concurrent public company directorships and a public‑company CEO role (MIGI), indicating broad interlocks and information flow across tech and digital infrastructure sectors .
• No direct disclosed related‑party transactions between PHUN and entities where Mewawalla has roles, but his July 2025 EC Agreement with PHUN (see below) is a direct arrangement with PHUN .

Expertise & Qualifications

• Designated Audit Committee financial expert based on prior experience and business acumen .
• Technical and strategic expertise across AI, digital platforms, corporate finance, and operations; public company CEO and board leadership credentials .
• Education: MBA (Kellogg) and BBS (University of Delhi) .

Equity Ownership

Insider filings/transactions:

• Late Section 16 reporting: Form 4 filed late to report a director RSU grant on June 13, 2024 (also noted for other directors) .

Related Party / Legal Proceedings and Conflicts

• Executive Chairman & Chief AI Architect Agreement (EC Agreement): Executed July 13, 2025; terms included $50,000 per month cash for six months, continued board compensation, and nomination at the 2026 annual meeting .
• Special Committee rescission: On August 4, 2025, a special committee of disinterested independent directors found intentional, material misrepresentations by Mewawalla to induce the EC Agreement, and the Company rescinded it on August 7, 2025 .
• Arbitration: On October 1, 2025, Mewawalla filed a demand for arbitration alleging breach, wrongful rescission, unpaid comp, retaliation, defamation, and other claims; seeking damages, fees, and specific performance to keep the EC Agreement in force; Company plans to vigorously defend .

RED FLAGS:

• EC Agreement with substantial personal compensation rescinded for alleged intentional misrepresentations; ongoing arbitration introduces governance risk and potential reputational and control concerns .
• Immediate vesting/settlement of director RSUs reduces long‑term alignment; no outstanding director equity at year‑end and zero reported beneficial ownership as of March/October 2025 diminish “skin‑in‑the‑game” alignment .
• Multiple outside public roles including a CEO position may pose time‑commitment risks and potential conflicts of interest; Board policy requires disclosure and oversight but monitoring is critical .

Compensation Structure Analysis

• Mix shift: 2024 director pay includes meaningful equity grant value ($145,360) but policy’s immediate vest/settlement reduces long-term exposure; cash increased to $117,500 vs $109,167 in 2023, indicating higher fixed pay .
• Performance pay for directors: Policy permits additional performance‑based compensation tied to Board‑approved criteria, but no disclosed metrics or awards for 2024; lack of transparency is a governance weakness .
• Equity award mechanics: Annual RSUs for directors are automatically granted, vested, and settled per policy, leading to no year‑end outstanding awards; this weakens holding requirements absent ownership guidelines .

Governance Assessment

• Positives: Independent director with audit financial expert designation; served as Audit Chair; broad executive and board experience; attendance met thresholds; separation of Chair and CEO roles by Oct‑2025 .
• Concerns: EC Agreement dispute/arbitration and special committee finding of intentional misrepresentation; immediate vesting RSUs and zero beneficial ownership weaken alignment; committee inactivity in certain periods (Compensation and Nominating often acted via written consent, with no meetings) .
• Engagement signals: Audit Committee Report signed by Mewawalla as Chair for FY‑2024 indicates deep involvement in financial oversight; however, subsequent change of committee chair and Board chair highlights governance flux .

Clear implications for investors:

• The arbitration and rescinded EC Agreement present material governance and litigation risk; monitor outcomes and any settlement/cost impacts .
• Alignment is weak given zero reported holdings and RSU settlement mechanics; consider pressing for director ownership guidelines and holding periods .
• Time‑commitment and conflict controls should be scrutinized due to multiple external roles; confirm ongoing compliance with conflict policies and disclosure .