Phunware, Inc. 8-K

What Happened

• Phunware, Inc. filed an 8-K (May 18, 2026) announcing the appointment of Dmitry Kroshka as Chief Executive Officer effective May 12, 2026 and the company’s entry into a Master Software and Services Agreement (MSSA) with Build Something LLC effective May 13, 2026.
• The MSSA includes an Initial Statement of Work dated May 13, 2026 to build the company’s Apollo 2.0 Program; the Initial SOW runs from May 17, 2026 to a tentative completion date of May 17, 2027.
• The company also terminated the interim CEO employment agreement with Jeremy Krol effective May 12, 2026 and reinstated him to his prior role as Chief Operating Officer under his earlier COO employment agreement. A press release about these changes was issued May 13, 2026.

Key Details

• Developer deal: MSSA term is one year with up to two one-year renewals; Initial SOW maximum project fees of $3,559,200 payable on achievement of milestones.
• CEO pay package (Dmitry Kroshka): $475,000 base salary; discretionary annual bonus targeted at 50%–150% of base; cash performance bonus up to 50% of base ($237,500) tied to specific metrics (including $118,750 for hiring key executives by May 30, 2026 and $118,750 for launching Apollo 2.0 and completing a Strategic Transaction).
• Equity: Initial Equity Award aggregate value $1,000,000 (up to $200,000 time-vested RSUs, up to $600,000 performance-vested RSUs, up to $200,000 stock options), subject to vesting and achievement conditions.
• Employment terms: CEO agreement dated May 12, 2026 has an indefinite term, terminable by either party; certain separation and accrued-benefit protections apply if terminated without cause or for good reason.

Why It Matters

• Leadership: A permanent CEO appointment signals an executive leadership change that sets responsibility for executing strategy (notably the Apollo 2.0 rollout) and company priorities.
• Execution and costs: The Build Something MSSA and Initial SOW commit Phunware to a milestone-driven development program with up to $3.56M in project fees over ~12 months, which is a concrete near-term cash and vendor-commitment item.
• Compensation and equity: The CEO’s compensation package ties significant cash and equity to performance milestones (hiring, product launch, strategic transaction), which links management incentives to the company’s execution of the Apollo 2.0 program and related strategic goals.
• Governance/roles: The interim CEO’s return to COO clarifies management roles following the leadership transition; the company furnished a press release on May 13, 2026 summarizing these changes.

Keywords: CEO, appointment, executive change, Master Software and Services Agreement, Apollo 2.0, development contract, milestone payments, equity award, Phunware.