UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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IDI,

Fluent, Inc.

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IDI,



FLUENT, INC.

2650 North Military Trail, Suite

300

Boca Raton, Florida 33431

Vesey Street, 9th Floor

New York, New York 10282
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on June 1, 2016

5, 2019

To our Stockholders:

The Annual Meeting of Stockholders of IDI,Fluent, Inc. (the “Company”) will be held on Wednesday, June 1, 20165, 2019 at 3:11:00 p.m.a.m., Eastern Time, at 2650 North Military Trail, Suite 300 Boca Raton, Florida 33431Vesey Street, 9th Floor, New York, New York 10282 to consider and vote on the following proposals:

(1)The election of nine (9)To elect five directors to serve for a one yearone-year term until the 20172020 Annual Meeting of Stockholders or until a successor is duly elected and qualified;

(2)An amendment toTo ratify the IDI, Inc. 2015 Stock Incentive Plan (the “2015 Plan”) to increaseappointment of Grant Thornton LLP as the number of shares availableCompany’s independent registered public accounting firm for issuance under the 2015 Plan and the ratification of awards made under the 2015 Plan, which awards are subject to stockholder approval of the amendment;year ending December 31, 2019;

(3)An award of restricted stock units to our Executive Chairman, which award is subject to stockholder approval;

(4)An award of restricted stock units to our Vice Chairman, which award is subject to stockholder approval;

(5)ATo hold a non-binding advisory vote onto approve our named executive officer compensation (“Say on Pay”);officers’ compensation; and

(6)
(4)The transaction ofTo transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

The Board of Directors has fixed the close of business on April 13, 201623, 2019 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting.

The enclosed proxy statement contains information pertaining to the matters to be voted on at the annual meeting. A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20152018 is being mailed with this proxy statement.

By order of the Board of Directors,

LOGO

Executive Chairman

Boca Raton, Florida

dbsignature2.jpg
Daniel J Barsky,
General Counsel and Corporate Secretary
New York, New York
April 29, 2016

30, 2019

IMPORTANT NOTICE

REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 2016

5, 2019

The accompanying proxy statement and the 20152018 Annual Report on Form 10-K are available on the

Company’s website on the Investor Relations page

athttp://www.ididata.comwww.proxyvote.com.

YOU ARE REQUESTED, REGARDLESS OF THE NUMBER OF SHARES OWNED, TO SIGN AND

DATE THE ENCLOSED PROXY AND TO MAIL IT PROMPTLY, OR TO USE THE INTERNET

VOTING SYSTEM SET FORTH IN THE PROXY.



IDI,



FLUENT, INC.

2650 North Military Trail, Suite

300

Boca Raton, Florida 33431

Vesey Street, 9th Floor

New York, New York 10282
PROXY STATEMENT

Annual Meeting of Stockholders

To be held on June 1, 2016

5, 2019

General

We are providing these proxy materials in connection with the solicitation by the Board of Directors of IDI,Fluent, Inc. (the “Board”) of proxies to be voted at our 20162019 Annual Meeting of Stockholders (the “Meeting”) and at any and all postponements or adjournments thereof. The Meeting will be held on Wednesday, June 1, 2016,5, 2019, at 3:11:00 p.m.a.m., Eastern Time, at 2650 North Military Trail, Suite 300 Boca Raton, Florida 33431.Vesey Street, 9th Floor, New York, New York 10282. For directions to the Meeting, please contact the Corporate Secretary at (561) 757-4000.(646) 669-7272. This proxy statement and the enclosed form of proxy are first being sent to stockholders on or about April 29, 2016.30, 2019. In this proxy statement, IDI,Fluent, Inc. is referred to as “IDI,“Fluent,” the “Company,” “we,” “our,” or “us.”

Purpose of the Annual Meeting

At the Meeting, our stockholders will consider and vote upon the following matters:

(1)The election of nine (9)To elect five directors to serve for a one year term until the 20172020 Annual Meeting of Stockholders or until a successor is duly elected and qualified;qualified (“Election of Directors Proposal”);

(2)An amendment toTo ratify the IDI, Inc. 2015 Stock Incentive Plan (the “2015 Plan”) to increaseappointment of Grant Thornton LLP as the numberCompany’s independent registered public accounting firm for year ending December 31, 2019 (“Ratification of shares available for issuance under the 2015 Plan and the ratification of awards made under the 2015 Plan, which awards are subject to stockholder approval;Auditor Proposal”);

(3)An award of restricted stock units (“RSUs”) to our Executive Chairman, which award is subject to stockholder approval;

(4)An award of RSUs to our Vice Chairman, which award is subject to stockholder approval;

(5)ATo hold a non-binding advisory vote onto approve our named executive officerofficers’ compensation (“Say on Pay”Pay Proposal”); and

(6)
(4)The transaction ofTo transact such other business as may properly come before the Meetingmeeting or any adjournment or postponement of the Meeting.meeting.

Outstanding Securities and Voting Rights

Only holders of record of the Company’s common stock at the close of business on April 13, 2016,23, 2019, the record date for the Meeting, are entitled to notice of, and to vote at, the Meeting. On that date,As of April 26, 2019, we had 46,924,18376,533,036 shares of common stock outstanding. Each share of common stock is entitled to one vote at the Meeting.

If your shares are registered in your name, you are a stockholder of record. If your shares are held in the name of your broker, bank or another holder of record, these shares are held in “street name.”

The holders of a majority of the issued and outstanding shares of common stock present at the Meeting, either in person or by proxy, and entitled to vote, constitute a quorum for the transaction of business. Abstentions and broker non-votes will be included in determining the presence of a quorum at the Meeting. A
If your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you sign your proxy card but do not provide instructions on how your broker non-vote occurs when a nominee holding shares for a beneficial owner does notshould vote on “routine” proposals, your broker will vote your shares as recommended by the Board. If you do not provide voting instructions, your shares will not be voted on any “non-routine” proposals. This vote is called a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.“broker non-vote.” Under New York Stock Exchange (“NYSE”) rules, a broker does not have the discretion to vote on any of the proposals to benon-routine matter presented at the Meeting.meeting, such as the Election of Directors Proposal or the Say on Pay Proposal. Under the NYSE rules, a broker does have discretion to vote on the Ratification of Auditor Proposal. As a result, any broker who is a member of the New York Stock ExchangeNYSE will not have the discretion to vote on any of the proposals presented at the Meeting, except for the Ratification of Auditor Proposal, if such broker has not received instructions from the beneficial owner of the shares represented.

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For the Election of Directors areProposal, a nominee for director will be elected by a plurality ofto the Board if the votes cast for such nominee’s election exceed the equity award proposals (Proposals 2, 3,votes cast against such nominee’s election. The Ratification of Auditor Proposal, Say on Pay Proposal, and 4) are approvedany other proposal properly submitted will be determined by of a majority of votes cast affirmatively or negatively. Abstentions and the Say on Pay proposal is approved by a majority of votes present in person or by proxy at the Meeting and entitled to vote. A broker non-votenon-votes will have no effect on the proposals. Abstentions will have no effect on Proposals 1, 2, 3, and 4, and will have the same effect as a vote against Proposal 5.

In connection with the Company’s acquisition of Fluent, LLC (“Fluent”) in December 2015 (the “Fluent Acquisition”), the Company entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”), with the selling stockholders of Fluent (“Sellers”) and Frost Gamma Investment Trust (“Frost Gamma”), Marlin Capital Investments, LLC (“Marlin Capital”), and certain other stockholders of the Company, solely in their respective capacities as stockholders, pursuant to which the parties agreed to vote in a certain manner on specified matters, including the agreement to vote in favor of each party’s duly approved nominees for the Company’s Board and in favor of the amendment to the 2015 Plan to increase the number of shares available for issuance thereunder. In the aggregate, stockholders representing approximately 29,815,052 shares of the Company’s common stock or 64% have entered into the Stockholders’ Agreement.

Proxy Voting

Shares for which proxy cards are properly executed and returned will be voted at the Meeting in accordance with the directions given or, in the absence of directions, will be voted“FOR” “FOR” Proposal 1 — electionthe Election of the nine nominees for director named herein,Directors Proposal, “FOR”


Proposal 2 — approvalthe Ratification of the increase in the number of shares available for issuance under the 2015 Plan,“FOR”Auditor Proposal and “FOR” Proposal 3 — approval of an award of RSUs to our Executive Chairman,“FOR” Proposal 4 — approval of an award of RSUs to our Vice Chairman and for“FOR” Proposal 5 — approval ofthe Say on Pay.Pay Proposal. If other matters are properly presented, the person named in the proxies in the accompanying proxy card will vote in accordance with their discretion with respect to such matters.

Voting by Stockholders of Record.

If you are a stockholder of record (your shares are registered directly in your name with our transfer agent), you may vote by proxy, via the Internet, or by mail by following the instructions provided on the proxy card. Stockholders of record who attend the Meeting may vote in person by obtaining a ballot from the inspector of elections. Please be prepared to present photo identification for admittance to the Meeting.

Voting by Beneficial Owners.

If you are a beneficial owner of shares (your shares are held in the name of a brokerage firm, bank, or other nominee), you may vote by following the instructions provided in the voting instruction form, or other materials provided to you by the brokerage firm, bank, or other nominee that holds your shares. To vote in person at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, or other nominee that holds your shares, and present such legal proxy from the brokerage firm, bank, or other nominee that holds your shares for admittance to the Meeting. Also, be prepared to present photo identification for admittance to the Meeting.

Changing Your Vote.

You may revoke your proxy and change your vote at any time before the final vote at the Meeting. You may vote again on a later date via the Internet (only your latest Internet proxy submitted prior to the meetingMeeting will be counted), by signing and returning a new proxy card with a later date, or by attending the Meeting and voting in person. Your attendance at the Meetingwillnot automatically revoke your proxy unless you vote again at the Meeting or specifically request in writing that your prior proxy be revoked.

All votes will be tabulated by an Inspector of Elections appointed for the Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Joshua WeingardDaniel Barsky, the Company’s General Counsel and Corporate Secretary, has been appointed by the Board as Inspector of Elections for the Meeting. A list of the stockholders entitled to vote at the Meeting will be available at the Company’s executive office, located at 2650 North Military Trail, Suite 300 Boca Raton, Florida 33431,Vesey Street, 9th Floor, New York, New York 10282, for a period of ten (10) days before the Meeting and will be available for examination by any stockholder.

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This list will also be made available at the Meeting.


Interest of the Company’s Officers and Directors in the Matters to be Acted Upon at the Meeting.

Members of the Board have an interest in the Election of Directors Proposal, as each of the nominees is currently a member of the Board. Members of the Board and executive officers of the Company do not have any interest in the Ratification of Auditor Proposal. Executive officers of the Company do have an interest in the Say on Pay Proposal, to the extent such proposals are on a non-binding advisory basis.

Where to Obtain More Information

If you have any questions about how to cast your vote for the Meeting or would like copies of any of the documents referred to in this Proxy Statement, you should write to us at 300 Vesey Street, 9th Floor, New York, NY 10282, Attn: Daniel J. Barsky, General Counsel and Corporate Secretary.



PROPOSAL 1
ELECTION OF DIRECTORS

We are

At the Meeting, we will be electing nine (9) directors at the Meeting.five directors. Each director will hold office until our next annual meetingthe 2020 Annual Meeting of Stockholders or until a successor is elected and qualified to serve on the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named.
The Board has nominated the ninefive individuals listed below (each a “Nominee”“Nominee,” and together the “Nominees”) based on the recommendation of the Board’s Corporate Governance and Nominating Committee (the “Nominating Committee”). EachCommittee. All of the Nominees currently serves as a director, however Dr. Frost and Messrs. Swayman, Schulke and Mathis are being nominated for election at an annual meeting for the first time. Furthermore, Messrs. Schulke and Mathis have been nominated pursuant to the Stockholders’ Agreement, which allows Sellers to nominate two nominees to the Board, as further discussed in the section of this proxy statement titled “Nominees for Director and Other Stockholder Proposals.”current directors. Each Nominee has consented to bebeing named in this proxy statement and has agreed to serve as a director if elected. If any Nominee should become unavailable for election, the proxy may be voted for a substitute nominee selected by the persons named in the proxy or the Board may determine to reduce the size of the Board may be reduced accordingly. The Board is not aware of any existing circumstances likely to render any Nominee unavailable. Under our bylaws Nominees are elected by a plurality of votes cast.

The following table sets forth certain information concerning our directors/Nominees:

Name

Position

Director Since

Michael Brauser

Executive Chairman2015

Dr. Phillip Frost

Vice Chairman2015

Derek Dubner

Ryan SchulkeDirector and Chief Executive Officer2015
Peter BenzDirector2015

Ryan Schulke

Matthew ConlinDirector and CEO of Fluent, LLCPresident20152018

Peter Benz

Andrew FrawleyDirector20152018

Robert Fried

Donald MathisDirector2009

Donald Mathis

Director2015

Steven Rubin

Director2009

Robert Swayman

Director2015

Biographical Information About Our Nominees

Mr. Michael Brauser, 60, has served as a director of the Company and our Executive Chairman since June 2015. Since 2003, Mr. Brauser has been the manager of, and an investor with, Marlin Capital Partners, LLC, a private investment company. From 1999 to 2002, he served as president and chief executive officer of Naviant, Inc. (eDirect, Inc.), an internet marketing company. He also was a founder of Seisint, Inc. (eData.com, Inc.). Mr. Brauser served as co-chairman of the board of directors of InterCLICK (now a part of Yahoo Inc.), from August 2007 to December 2011. Mr. Brauser also served as co-chairman of the board of directors of ChromaDex Corp., an innovative natural products company, from October 2011 to February 2015. The Nominating Committee believes that Mr. Brauser’s experience as a director on various public company boards of directors and as a manager of an investment company brings extensive business and management expertise to the Board.

Dr. Phillip Frost, 79, has served as Vice Chairman of the Board of the Company since December 2015. Since March 2007, Dr. Frost has served as chairman of the board and chief executive officer of OPKO Health, Inc. (“OPKO”), a multi-national biopharmaceutical and diagnostics company. Dr. Frost has served as chairman of the board of directors of Ladenburg Thalmann, an investment banking, asset management, and securities brokerage firm, since July 2006. He also served as a member of the board of directors from May 2001 until July 2002 and again from March 2004 until June 2006. Since October 2008, Dr. Frost has served as a director of Castle Brands Inc., a developer and marketer of premium brand spirits, Cocrystal Pharma, Inc. a publicly traded biotechnology company developing new treatments for viral diseases, and Sevion Therapeutics, Inc. a clinical stage company which discovers and develops next-generation biologics for the treatment of cancer and immunological diseases. He also serves as chairman of Temple Emanu-El, as a member of the Florida Council of

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100 and as a trustee for each of the University of Miami, the Miami Jewish Home for the Aged and the Mount Sinai Medical Center. From 1972 to 1990, Dr. Frost was the chairman of the Department of Dermatology at Mt. Sinai Medical Center of Greater Miami, Miami Beach, Florida. Dr. Frost served as a director of Teva Pharmaceutical Industries Ltd., a pharmaceutical company, from January 2006 until February 2015, served as chairman of the board of directors of Teva from March 2010 until December 2014 and served as vice chairman of the board of directors from January 2006 when Teva acquired IVAX Corporation until March 2010. Dr. Frost was chairman of the board of directors of Key Pharmaceuticals, Inc. from 1972 until its acquisition by Schering Plough Corporation in 1986 and served as chairman of the board of directors and chief executive officer of IVAX from 1987 to January 2006. Dr. Frost previously served as a director of Northrop Grumman Corp., Continucare Corp. (until its merger with Metropolitan Health Networks, Inc.), PROLOR Biotech, Inc. (until it was acquired by OPKO Health, Inc.) and TransEnterix, Inc., and as governor and co-vice-chairman of the American Stock Exchange (now NYSE MKT). The Nominating Committee believes that Dr. Frost’s pertinent experience, qualifications, attributes, and skills include financial literacy and expertise, executive-level managerial experience, and the knowledge and experience he has attained through his service as a director and officer of publicly-traded corporations.

Mr. Derek Dubner, 44, presently serves as the Chief Executive Officer and as a member of the Board, as well as Chief Executive Officer of Interactive Data, a Company subsidiary. Mr. Dubner served as our Co-Chief Executive Officer from March 2015 until March 2016, when he was appointed our Chief Executive Officer. Mr. Dubner has over 15 years of experience in the data fusion industry. Mr. Dubner has served as the Chief Executive Officer of The Best One, Inc. (“TBO”), and its subsidiary, Interactive Data, since October 2014. Prior to TBO, Mr. Dubner served as General Counsel of TransUnion Risk and Alternative Data Solutions, Inc. from December 2013 to June 2014. Mr. Dubner served as General Counsel and Secretary of TLO, LLC from inception in 2009 through December 2013. The Nominating Committee believes Mr. Dubner’s experience as Chief Executive Officer of IDI provides valuable business, industry, and management advice to the Board.

Mr. 

Ryan Schulke, 32,36, has served as a director of the Company since December 2015 and has served as the CEOChief Executive Officer of Fluent, LLCthe Company since the Fluent Acquisition in December 2015.March 26, 2018. Mr. Schulke was a co-founder ofco-founded Fluent, Inc.LLC in 2010 and has served as Chairman and Chief Executive Officer of Fluent, LLC since its inception. Before merging with IDI,the Company in 2015, Fluent, LLC was privately held andheld. Fluent, LLC is now a leader in people-based digital marketing and customer acquisition.wholly-owned subsidiary of the Company. Prior to founding Fluent, LLC, Mr. Schulke served as Media Director of Clash Media, a global digital advertising network. Mr. Schulke earned a Bachelor of Communications Arts from Marymont Manhattan College.

The Nominating CommitteeBoard believes Mr. Schulke’s experience as CEOChief Executive Officer of Fluent, LLC, the Company’s largestoperating subsidiary, provides valuable business, industry, and management advice to the Board.

Mr. 

Peter Benz, 55,58, has served as a director of the Company since March 2015. Mr. Benz is the Chief Executive Officer of Viking Asset Management, LLC, an asset and investment management company which he founded in 2001. Since January 2012,March 26, 2018, Mr. Benz has served as a director of Red Violet, a data analytics company. From June 2016 to May 2018, Mr. Benz served as a director of Lilis Energy Inc., an onshore oil and natural gas exploration and production company. From January 2012 until its merger with Lilis Energy Inc. in June 2016, Mr. Benz served as a director of Brushy Resources, Inc. (formerly known as Starboard Resources, Inc.), an onshore oil and natural gas exploration and production company, and became its Chairman on November 24, 2015. From October 2014 to January 2018, Mr. Benz has also served as a director of Usell.com, a technology based online market place, since October 2014 and Mr. Benz served as a director and Chairman of the Board of Optex Systems, Inc., a manufacturer of optical systems for the defense industry sincefrom November 2014. 2014 to August 2018. Mr. Benz earned a Bachelor of Business Administration from the University of Notre Dame.
The Nominating CommitteeBoard believes Mr. Benz’s knowledge and experience in developing companies and capital markets strengthen the Board’s collective qualifications, skills, and experience.

Matthew Conlin, 36, has served as a director and President of the Company since March 26, 2018. Together with Mr. Robert FriedSchulke, Mr. Conlin co-founded Fluent, LLC in 2010 and has served as President of Fluent, LLC since its inception. Before founding Fluent, LLC, Mr. Conlin served as Sales Director, U.S. of Clash Media, a global digital advertising network. Mr. Conlin earned a Bachelor of Science in Marketing from St. John’s University.
The Board believes Mr. Conlin’s experience as President of Fluent, LLC, the Company’s operating subsidiary, provides valuable business, industry, and management advice to the Board.


Andrew Frawley, 56, has served as a director of the Company since October 2009. From August 2011 through May 2015,March 26, 2018. Mr. FriedFrawley has served as a director of Curo Group Holdings Corp since its initial public offering in December 2017. Mr. Frawley has also served as the chief executive officer of AJ Frawley & Associates LLC since 2002 and as Chief Executive Officer and Vice Chairman of the Board of V12 Data since July 2018. From December 2014 to September 2016, Mr. Frawley served as chief executive officer of Epsilon, a segment of Alliance Data Systems Corporation. Prior to that, he served as Epsilon’s President from January 2012 to December 2014 and was Co-Chairmanas its president of the BoardMarketing Technology from OctoberJanuary 2009 through Augustto December 2011. Mr. FriedFrawley has also served as the President and Chief Executive Officer and a member of the Board of the Company while it was a “special purpose acquisition company,” Ideation Acquisition Corp. (“Ideation”), from November 2007 to October 2009. Mr. Fried is the founder and Chief Executive Officer of Spiritclips, LLC, a subscription streaming video service acquired by Hallmark Cards, Inc., in 2012. Mr. Fried also operates several Hallmark Cards’ digital businesses including e-cards and personalized digital cards. Mr. Fried is an Academy Award winning motion picture producer whose credits include Rudy, Collateral,

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Boondock Saints, So I Married an Axe Murderer, Godzilla, and numerous others. From December 1994 until June 1996, Mr. Fried was President and Chief Executive Officer of Savoy Pictures, a unit of Savoy Pictures Entertainment, Inc. Savoy Pictures Entertainment was sold to Silver King Communications, which is now a part of InterActive Corp, in 1996. From 1983 to 1990, Mr. Fried held several executive positions including Executive Vice President in charge of Production for Columbia Pictures, Director of Film Finance and Special Projects for Columbia Pictures and Director of Business Development at Twentieth Century Fox. Mr. Fried is on the board of directors of Nasdaq listed ChromaDex Corp.the Data & Marketing Association since 2016, and has been the chairman of the board of directors of Cybba Inc., a privately held company, since September 2017. Mr. Frawley earned a Master of Business Administration from Babson College and a Bachelor of Science in Finance from The Nominating CommitteeUniversity of Maine.

The Board believes Mr. Fried’sFrawley’s knowledge and experience as an executive of several companies provides valuablein data-driven marketing and business leadershipmanagement strengthen the Board’s collective qualifications, skills, and management advice to the Board in many critical areas.

Mr. experience.

Donald Mathis, 50,53, has served as director of the Company since December 2015. Since July 2017, Mr. Mathis co-founded Kinetic Social in 2011has been the general manager of Growth at Comcast NBC Universal. Since April 2017, he has been the chief executive officer and serves as its Chairman. Kinetic Social,co-founder of Echelon AI, a New York-based privately held company acquired by Blue Chip Venture Company,artificial intelligence start-up focused on business process automation, predictive data analytics and nextgen digital and cyber security. He is also an operating partner with Periscope Equity, a social data and technology SaaS and managed services company.Chicago-based growth private equity fund, which he joined in January 2017. In addition, Mr. Mathis has served as Kinetic’s Chief Executive Officer from 2011 througha senior adviser and director since April 2016. Mr. Mathis also recently joined2016 of the Board of Directors of RapidRPA, LLC,initiative for Digital Counterterrorism (iDCT), a privately held companypublic-private consortium and non-governmental organization focused on Robotic Process Automation.countering violent extremism and terrorist recruitment in the digital domain. Mr. Mathis has served since 2013 on the Boardboard of Advisorsadvisers of Omniangle Technologies, a privately held company involved in business intelligence and information security. Previously, Mr. Mathis served as the chief executive officer of privately held Kinetic Social from October 2011 through April 2016. Mr. Mathis was a co-founder of Kinetic Social, a SaaS and managed service social data and technology company acquired by Blue Chip Venture Company. From 2007 to 2011, Mr. Mathis served as Chairmanexecutive chairman and Director ondirector of Online Intelligence, a privately held digital security firm specializing in brand protection and traffic integrity services to brand advertisers and owners of premium content.services. Mr. Mathis was on the audit and compensation committees of Online Intelligence until its acquisition by FAS Labs, Inc. in May 2010, and remained executive chairman until November 2011. Mr. Mathis has an MBAa Master of Business Administration from the Harvard Business School and served asis a Commander in the U.S. Navy (currently inactive reserve).
The Nominating CommitteeBoard believes Mr. Mathis’ knowledge and experience as Chairmanchairman and chief executive officer of an artificial intelligence company with a privately heldspecialty in predictive data analytics, his experience running a social data and technology SaaS and managed services company, as well as his experience in business intelligence, general management, financial management and information security, and his military service, strengthen the Board’s collective qualifications, skills, and experience.

Mr. Steven Rubin, 55, has served as a director of the Company since October 2009. Mr. Rubin served as the Secretary of Ideation from June 2007 to October 2009. Mr. Rubin has served as the Executive Vice President of OPKO since May 2007 and a director of OPKO since February 2007, a director of Cocrystal Pharma, Inc., a pharmaceutical company since January 2014 and is a member of The Frost Group, LLC, a private investment firm. In addition to OPKO, Mr. Rubin currently serves on the Boards of Directors of Non-Invasive Monitoring Systems, Inc., a medical device company, Neovasc, Inc., a developer of vascular devices, Kidville, Inc., which operates upscale learning and play facilities for children, Tiger X Medical, Inc. (formerly known as Cardo Medical, Inc.), formerly a medical device company, Sevion Therapeutic, Inc., a clinical stage company building and developing therapeutics for the treatment of cancer and immunological diseases, and Castle Brands, Inc., a marketer of premium spirits. Mr. Rubin previously served on the board of directors of Dreams, Inc., a vertically integrated sports licensing and products company, Ideation, TransEnterix, Inc. (formerly SafeStitch Medical, Inc.), a medical device company and PROLOR Biotech, Inc., a development stage biopharmaceutical company prior to its merger with OPKO. Mr. Rubin previously served as the Senior Vice President, General Counsel and Secretary of IVAX Corporation from August 2001 until September 2006. The Nominating Committee believes Mr. Rubin’s legal experience, managerial experience, and the knowledge and insight he has attained through his service as a director and officer of several publicly-traded corporations provides valuable business leadership, and management advice to the Board.

Mr. Robert Swayman, 61, has served as a director of the Company since June 2015. From 1998 to 2014, Mr. Swayman served as President and Chief Executive Officer of National Alarm Systems, Inc., a company he founded in 1998, prior to its sale in January 2014. From January 2014 through February 2015, Mr. Swayman served as General Manager of ASG Security, which acquired National Alarm Systems. Mr. Swayman served as a director of Vapor Corp., a U.S.-based distributor and retailer of vaporizers, e-liquids and electronic cigarettes, from March 4, 2015 to April 17, 2015, and as an employee of Vapor Corp. since April 17, 2015 providing financial and business advice. Mr. Swayman is a Certified Public Accountant and holds a B.S. degree in accounting from the State University of New York at Buffalo. The Nominating Committee believes

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Mr. Swayman’s experience as President and Chief Executive Officer of National Alarm Systems, Inc., from 1998 to 2014, as well as his experience as a Certified Public Accountant provides valuable business, leadership, and management advice to the Board.

Vote Required and Board Recommendation

Nominees


Beginning with this Meeting, we are implementing a majority voting requirement in uncontested elections of directors. Accordingly, under our Bylaws, a nominee for director will be elected byto the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; abstentions and broker non-votes not counted as a pluralityvote cast either “for” or “against” that nominee’s election and therefore have no effect.
In connection with the implementation of a majority voting standard in our bylaws, the Board approved and adopted a Director Resignation Policy on February 13, 2019 for directors who fail to receive the required number of votes castin an uncontested election in accordance with our Bylaws. The policy requires that the Board will nominate for election or re-election only a candidate who agrees to tender an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at any future annual meeting at which he or she faces re-election; and (ii) Board acceptance of such resignation. The policy further states that upon any candidate failing to be elected in an election at which majority voting applies, the Nominating and Corporate Governance Committee will meet to consider the tendered resignation and make a recommendation to the Board concerning the action, if any, to be taken with respect to the resignation. The policy provides that the Board will then consider and act upon the Nominating and Corporate Governance Committee’s recommendation within 90 days of certification of the vote at the Meeting.

annual meeting. The Board may accept the resignation, refuse the resignation, or refuse the resignation subject to such conditions designed to cure the underlying cause as the Board may impose. Promptly following the decision regarding the tendered resignation, the policy states that we will file with the SEC a current report on Form 8-K disclosing the decision with respect to the resignation, describing the deliberative process and, if applicable, the specific reasons for rejecting the tendered resignation.

The Board unanimously recommends a vote“FOR” “FOR” each Nominee for director.



Director Compensation

Prior


On March 26, 2018, the Company completed the spin-off (the "Spin-off") of its risk management business from its digital marketing business by way of a pro rata distribution of all the shares of common stock of the Company's wholly-owned subsidiary, Red Violet, Inc. ("Red Violet"), to June 16, 2015, ourthe Company's stockholders of record as of March 19, 2018 and certain warrant holders.
Before the Spin-off, the general director compensation practices provided that new non-employee Board members were paid an annual fee of $10,000, paid in quarterly installments with the first payment made in arrears, anddirectors were awarded the equivalent of $10,000 in RSUs, which vested immediately on our annual meeting of stockholders. In addition, the Chairman of the Compensation Committee received an additional $5,000 cash per year and our Audit Committee Chairman received an additional $20,000 cash per year. Directors were also eligible to receive additional equity grants based on contributions to25,000 restricted stock units (“RSUs”) when they joined the Board. In June 2015, the Board decided to eliminate the cash component of Board consideration to conserve cash and to grant 25,000The RSUs when a non-employee director joins the Board, which RSUs would vest in three equal annual installments beginning on the first anniversary of the grant date. Additionally, each Audit Committee member iswas granted an additional 5,000 RSUs, all of which vest on the one yearone-year anniversary of the grant date, and the Chairman of the Audit Committee iswas granted an additional 5,000 RSUs, which also vest on the one-year anniversary of the grant date. Additional equity awards may be granted to directors at the direction ofAlso, the Compensation Committee was empowered to grant additional equity awards based on an individual director’s contributions to the Company.

The

After the Spin-off, we reconstituted our Board and adopted the following table sets forth information regardinggeneral director compensation practices. When a non-employee director joins the compensationBoard, the non-employee director is granted 25,000 RSUs. These RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Each of our non-employee directors, Peter Benz, Andrew Frawley and Donald Mathis, were granted 25,000 RSUs shortly after the Spin-off. Additionally, non-employee directors are paid annually $40,000 plus $10,000 for the year ended December 31, 2015.

Name

  Fees Earned
or Paid in
Cash		   Stock Awards (1)   All Other
Compensation		   Total 

Current Directors

        

Dr. Phillip Frost (2)

  $—      $25,350,000     —      $25,350,000  

Peter Benz

  $—      $383,450     —      $383,450  

Robert Fried

  $2,500    $1,136,100     —      $1,138,600  

Donald Mathis (2)

  $—      $253,500     —      $253,500  

Steven Rubin

  $3,750    $2,140,000     —      $2,143,750  

Robert Swayman

  $—      $336,050     —      $336,050  

Former Directors

        

Daniel Brauser(3)

  $—      $810,750     —      $810,750  

Chi-Chuan (Frank) Chen(4)

  $2,500    $25,500     —      $28,000  

Yunan (Jeffery) Ren (4)

  $7,500    $61,200     —      $68,700  

Chairman of the Audit Committee (Mr. Benz) and $5,000 to the Chairmen of each of the Compensation Committee (Mr. Mathis) and the Corporate Governance and Nominating Committee (Mr. Frawley).
Additionally, on the date of each annual meeting, non-employee directors will be granted the number of RSUs representing shares of the Company’s common stock with a grant date value equal to $75,000. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date, subject to accelerated vesting in certain circumstances. The number of RSUs will be determined using the average closing price of our common stock on the five trading days before the annual meeting.

DIRECTOR COMPENSATION TABLE
Name Stock awards (1)(6) Other compensation Total
Current Directors      
Peter Benz (2) $153,250
 $50,000
 $203,250
Andrew Frawley (3) $66,250
 $33,750
 $100,000
Donald Mathis (4)
 $66,250
 $45,000
 $111,250
       
Former Directors      
Michael Brauser (5) $—
 $—
 $—
Robert Fried (5)
 $—
 $—
 $—
Dr. Phillip Frost (5)
 $—
 $—
 $—
Steven Rubin (5)
 $—
 $—
 $—
Robert Swayman (5)
 $—
 $—
 $—
(1)ThisThe amounts in this column reflectsrepresent the aggregate grant date fair value of RSU awards granted in 2018 computed in accordance with FASB ASC Topic 718. In determining the grant date fair value for RSUs, the Company used the closing price of the Company’s common stock on the grant date. The currentFor a discussion of valuation assumptions used in calculation of these amounts, see Note 12 to our audited financial statements, included within our 2018 Annual Report on Form 10-K.
(2)Mr. Benz was granted 30,000 RSUs on March 8, 2018 at a fair value of $2.90 per share and 25,000 RSUs on March 27, 2018 at a fair value of $2.65 per share for his services as a director. Mr. Benz also received compensation of $50,000 in 2018 ($40,000 was for his services as a director and $10,000 was for his services as the Chairman of the Audit Committee).
(3)Mr. Frawley was granted 25,000 RSUs on March 27, 2018 at a fair value of $2.65 for his services as director. Mr. Frawley also received compensation of $33,750 in 2018 ($30,000 was for his services as a director and $3,750 was for his services as the Chairman of the Corporate Governance and Nominating Committee).


(4)Mr. Mathis was granted 25,000 RSUs on March 27, 2018 at a fair value of $2.65 for his services as director. Mr. Mathis also received compensation of $45,000 in 2018 ($40,000 was for his services as a director and $5,000 was for his services as the Chairman of the Compensation Committee).
(5)While serving in their capacity as directors receivedprior to the following RSUs during 2015:Spin-off, Mr. Brauser, Mr. Fried, Dr. Frost, — 3,000,000 (all of which are subject to stockholder approval at this Meeting); Mr. Benz — 35,000 (of which 5,000 are subject to stockholder approval at this Meeting); Mr. Fried — 170,000 (of which 20,000 are subject to stockholder approval at this Meeting); Mr. Mathis — 30,000 (all of which are subject to stockholder approval at this Meeting); Mr. Rubin — 285,000 (of which 100,000 are subject to stockholder approval at this Meeting); and Mr. Swayman — 35,000 (of which 5,000 are subject to stockholder approval at this Meeting). The former directors received the followingwere not granted any stock awards or provided any compensation in 2018. In connection with Spin-off, on March 12, 2018, all unvested RSUs during 2015:and shares of restricted stock held by Mr. D. Brauser, — 110,000; Mr. Chen — 5,000Fried, Dr. Frost, Mr. Rubin and Mr. Ren — 12,000.Swayman were fully vested.
(2)Dr. Frost and Messrs. Schulke and
(6)As of December 31, 2018, each director held RSUs as follows: Mr. Benz – 25,000, Mr. Frawley – 25,000, Mr. Mathis were appointed to the Board on December 8, 2015. Dr. Frost was appointed Vice-Chairman.– 25,000.

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(3)Mr. Daniel Brauser was appointed on March 21, 2015, and served until his resignation on December 8, 2015.
(4)Messrs. Chen and Ren did not stand for re-election at the Annual Meeting held on June 2, 2015.

Compensation Committee Interlocks and Insider Participation
The members of our Compensation Committee during the year ended December 31, 2018, prior to the Spin-off, were Steven Rubin (Chairman), Peter Benz, Robert Fried and Donald Mathis, and the members of the Compensation Committee during the year ended December 31, 2018, following the Spin-off, were Donald Mathis (Chairman), Peter Benz and Andrew Frawley. From November 2007 to October 2009, Mr. Fried served as President and Chief Executive Officer of a “special purpose acquisition company,” Ideation Acquisition Corp. (“Ideation”), a predecessor to the Company. From June 2007 to October 2009, Mr. Rubin served as Secretary of Ideation. No other member of the Compensation Committee is a current or former officer or employee of ours or any of our subsidiaries. None of the members of our Compensation Committee had any relationship required to be disclosed under this caption under the rules of the Securities and Exchange Commission (the “SEC”).
Board Meetings; Annual Meeting Attendance; Independence

The Board oversees our business and affairs and monitors the performance of management. The Board met regularly during the year ended December 31, 2015 and continues to meetmeets regularly to review matters affecting our companyCompany and to act on matters requiring Board approval. The Board also holds special meetings whenever circumstances require and may act by unanimous written consent. During 2015,2018, the Board held tenseven meetings and took action by unanimous written consent on sevensix occasions. AllDuring 2018, all of our incumbent directors attended at least 75% of ourthe meetings held in person or by proxy.of the Board and its committees on which they served during the period of time that each such director was a member of the Board. The Board encourages, but does not require, its directors to attend the Company’s annual meeting. Messrs. Rubin and Daniel BrauserAll then-current directors attended the 20152018 Annual Meeting of Stockholders, as well as Michael Brauser, who was a director-nominee atStockholders.
As required by the 2015 Annual Meeting of Stockholders.

Under the NYSE MKT relevantlisting standards an independent director means a person other than an executive officer or employee of the company, and no director qualifies as independent unless the issuer’s board of directors affirmatively determines that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. NYSE MKT requires thatNASDAQ Stock Market (“NASDAQ”), a majority of the boardmembers of directorsthe Board must qualify as “independent,” as affirmatively determined by the Board. Our Board determines director independence based on an analysis of a listed company be independent.

such listing standards and all relevant securities and other laws and regulations regarding the definition of “independent.”

As a result of the Board’s review of the relationships of each of the Nominees for election todirectors that served on the Board during the year ended December 31, 2018, the Board has affirmatively determined that Messrs. Benz, Frawley, Fried, Mathis, Rubin, and Swayman were “independent” directors within the meaning of the NASDAQ listing standards and applicable law.
As a majorityresult of the Board’s review of the relationships of each of its current directors and Nominees,(each a Nominee), the Board affirmatively determined that Messrs. Benz, Fried,Frawley and Mathis Rubin, and Swayman, are “independent” directors within the meaning of the NASDAQ listing standards of NYSE MKT and applicable law.

Code of Ethics

The Company has adopted a Code of Ethics, which is applicable to the Company’s directors, officers, and employees, including the Company’s principal executive officer and principal financial officer. The Code of Ethics is published on the Company’s website atwww.ididata.comwww.fluentco.com on the Investor Relations page.

Investors page under the corporate governance link. We will disclose amendments to or waivers from our Code of Ethics on our website in accordance with all applicable laws and regulations.

Board Leadership Structure

The CompanyBoard does not currently have a Chairman. Mr. Schulke is led by Michael Brauser, who has served asour Chief Executive Officer and a directordirector. The Board is considering the possibility of the Company and our Executive Chairman since June 2015. The Executive Chairmanadding one or more additional Board members, one of whom it is the individual selected by the Board to manage our Company on a day to day basis, and his direct involvement in our business operations makes him best positioned to lead productive Board strategic planning sessions and determine the time allocated to each agenda item in discussions of our Company’s short- and long-term objectives. Although we have no formal policycontemplated will take on the separationrole of our lead executive and chairman of the board, we believe that our current leadership structure is suitable for us. Five of our directors satisfy NYSE MKT independence requirements. Our Board also includes two management directors other than Mr. Brauser. The Company does not have a member of our Board who is formally identified as the lead independent director, however Dr. Phillip Frost serves as our Vice Chairman. Also, independentIndependent directors head each of our Board’s three standing committees — the(the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee,Committee), and each of the committees is comprised solely of independent directors.




Board Oversight of Enterprise Risk

The Board’s role in the risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, cybersecurity and

7

strategic and reputational risks. In connection with its reviews of the operations of the Company’s business and its corporate functions, the Board considers and addresses the primary risks associated with these operations and functions. Our full Board regularly engages in discussions of the most significant risks that the Company is facing and how these risks are being managed.

In addition, each of the Board’s committees, and particularly the Audit Committee, plays a role in overseeing risk management issues that fall within such committee’s areas of responsibility. Senior management reports on at least a quarterly basis to the Audit Committee on the most significant risks facing the Company from a financial reporting perspective and highlights any new risks that may have arisen since the Audit Committee last met. The Audit Committee also meets regularly in executive sessionsessions with the Company’s independent registered public accounting firm and reports any findings or issues to the full Board. In performing its functions, the Audit Committee and each standing committee of the Board has full access to management, as well as the ability to engage advisors. The Board receives regular reports from each of its standing committees regarding each committee’s particularized areas of focus.

Committees

The standing committees of the Board are the Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act, the Compensation Committee, and the Corporate Governance and Nominating Committee.

Audit Committee

From January 1, 2015 through June 2, 2015, the date of the 2015 Annual Meeting (the “2015 Annual Meeting”), Frank Chen and Yunan (Jeffrey) Ren (Chairman) served as members of our

Audit Committee. Mr. Ren served as our Audit Committee financial expert. Messrs. Chen and Ren were not re-nominated to serve as a director at the 2015 Annual Meeting. Following the 2015 Annual Meeting, the
The members of the Audit Committee have beenbefore the Spin-off were Peter Benz (Chairman), Donald Mathis, and Robert Swayman, bothall of whom are independent directors as determined by the NYSE MKT Rules. Upon his appointment toNASDAQ listing standards. The members of the Board effective December 8, 2015,Audit Committee following the Spin-off are Peter Benz (Chairman), Andrew Frawley and Donald Mathis, was appointed toall of whom are independent directors as determined by the Company’s Audit Committee. Mr. Mathis meets the independence requirements of NYSE MKT.NASDAQ listing standards. The Board has determined that Mr. Benz is an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Until Mr. Mathis’ appointment to During 2018, the Audit Committee in December 2015, IDI maintained anheld five meetings and took one action by written consent.

The functions of the Audit Committee include retaining our independent registered public accounting firm, reviewing its independence, reviewing and approving the planned scope of two members pursuant toour annual audit, reviewing and approving any fee arrangements with our independent registered public accounting firm, overseeing its audit work, reviewing and pre-approving any non-audit services that may be performed by our independent registered public accounting firm, reviewing the exemption provided under Section 803(B)(2)(c)adequacy of accounting and financial controls, reviewing our critical accounting policies and reviewing and approving any related party transactions. Additional information regarding the Audit Committee is set forth in the Report of the NYSE MKT Company Guide, which provides that an issuer that satisfies the definition of Smaller Reporting Company in Regulation S-K, Item 10(f)(1), is only required to maintain an Audit Committee of at least two members. below.
The Board of IDI has adopted a written charter for the Audit Committee which the Audit Committee reviews and reassesses for adequacy on an annual basis. A copy of the Audit Committee’s charter is located on IDI’sour website atwww.ididata.com.

The Audit Committee held 13 meetings during 2015 and took no action by written consent.

www.fluentco.com on the Investors page under the corporate governance link.

Compensation Committee

Committee.

The members of the Compensation Committee areprior to the Spin-off were Steven Rubin Chairman,(Chairman), Peter Benz, Robert Fried and Donald Mathis, all of whom are independent directors as determined by the NYSE MKT Rules.NASDAQ listing standards. The members of the Compensation Committee after the Spin-off are Donald Mathis (Chairman), Peter Benz and Andrew Frawley, all of whom are independent directors as determined by the NASDAQ listing standards. The Compensation Committee is responsible for reviewing and approving compensation of the Company’s executive officers and for advising the Board with respect to compensation forof the Board’s non-employee directors.members of the Board or any committee thereof. During 2018, the Compensation Committee held three meetings and took five actions by written consent. The Board has affirmatively determined that each of Messers. Rubin, Fried,adopted a written charter for the Compensation Committee and Matthis are independent pursuant to 805(c)(1) of the NYSE MKT Company Guide.reassesses for adequacy on an annual basis. A copy of the Compensation Committee’s charter is located on IDI’sour website atwww.ididata.com.

www.fluentco.com on the Investors page under the corporate governance link.


The Compensation Committee held 11 meetings during 2015seeks to ensure that the executive pay program reinforces the Company’s compensation philosophy and took action by written consent one time.

8

aligns with the interests of our stockholders. The Compensation Committee Interlocksalso periodically monitors any potential risks associated with the Company’s compensation program and Insider Participation

policies.


The members of our Compensation Committee duringis responsible for reviewing and approving all compensation of the year ended December 31, 2015 were Steven Rubin, Chairman, Robert Fried,Company's executive officers and Donald Mathis. Donald Mathis was appointed tofor advising the Board with respect to any proposed changes in the compensation of Board members, including as to committee service, as well as retirement policies and as a member ofprograms and perquisites for directors. The Compensation Committee


has the authority to retain or terminate any consulting firm or other advisors used to assist the Compensation Committee on December 8, 2015. From November 2007in the performance of its duties. In 2018, the Company retained the services of Pay Governance, LLC ("Pay Governance"), an independent compensation consultant. Pay Governance provided advice related to October 2009, Mr. Fried served as Presidentexecutive compensation and Chief Executive Officer of Ideation. From June 2007 to October 2009, Mr. Rubin served as Secretary of Ideation. No member ofpeer group benchmarking and helped develop an equity incentive plan for the Compensation Committee is a current or former officer or employee of ours or any of our subsidiaries. None of the members of our Compensation Committee had any relationship required to be disclosed under this caption under the rules of the SEC.

Company's senior management team.

Corporate Governance and Nominating Committee


The members of the Corporate Governance and Nominating Committee areprior to the Spin-off were Peter Benz, Robert Fried and Steven Rubin, all of whom are independent directors determined by the NASDAQ listing standards. The members of the Corporate Governance and Nominating Committee after the Spin-off are Andrew Frawley (Chairman), Peter Benz.Benz and Donald Mathis, all of whom are independent directors determined by the NASDAQ listing standards. The Corporate Governance and Nominating Committee is responsible for identifying individuals qualified to become members of the Board or any committee thereof; recommending nominees for election as directors at each annual stockholder meeting; recommending candidates to fill any vacancies on the Board or any committee thereof; and overseeing the evaluation of the Board. During 2018, the Corporate Governance and Nominating Committee held one meeting and took no action by written consent. The Board has adopted a written charter for the Corporate Governance and Nominating Committee. A copy of the Corporate Governance and Nominating Committee’s charter is located on IDI’sour website atwww.ididata.com.

www.fluentco.com on the Investors page under the corporate governance link.


In evaluating director candidates, the Chair of the Nominating and Corporate Governance Committee and other committee members may conduct interviews with certain candidates and make recommendations to the committee. Other members of our Board may also conduct interviews with director candidates upon request, and the Nominating and Corporate Governance Committee may retain, at its discretion, third-party consultants to assess the skills and qualifications of the candidates. Although our Board of Directors does not have a specific policy with respect to diversity, the Nominating and Corporate Governance Committee considers the extent to which potential candidates possess sufficiently diverse skill sets and diversity characteristics that would contribute to the overall effectiveness of our Board of Directors.

In identifying potential director candidates, the Nominating and Corporate Governance Committee seeks input from other members of our Board and executive officers and may also consider recommendations by employees, community leaders, business contacts, third-party search firms and any other sources deemed appropriate by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held three meetings during 2015will also consider director candidates recommended by other stockholders to stand for election at the Annual Meeting of Stockholders so long as such recommendations are submitted in accordance with the procedures described below. The Nominating and took no actionCorporate Governance Committee has not had any director candidates put forward by written consent.

a stockholder or a group of stockholders that beneficially owned more than five percent of our common stock for at least one year.


The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as all other candidates brought to the attention of the Nominating and Corporate Governance Committee. See “Nominees for Director and Other Stockholder Proposals” below.
Communications with our Board of Directors

Any stockholder who wishes to send a communication to our Board should address the communication either to the Board or to the individual director in care of Joshua Weingard,Daniel Barsky, General Counsel and Corporate CounselSecretary of IDIFluent, Inc. at 2650 North Military Trail, Suite 300 Boca Raton, Florida 33431.Vesey Street, 9th Floor, New York, New York 10282. Mr. WeingardBarsky will forward the communication either to all of the directors, if the communication is addressed to the Board, or to the individual director, if the communication is addressed to a specific director.

Mr. Barsky will forward to the directors all communications that, in his or her judgment, are appropriate for consideration by the directors. Examples of communications that would not be appropriate for consideration by the directors include commercial solicitations and matters not relevant to the stockholders, to the functioning of the Board, or to the affairs of Fluent.


Nominees for Director and Other Stockholder Proposals

Stockholder proposals intended to be presented at our 2020 annual meeting of stockholders must be received by our Corporate Secretary at 300 Vesey Street, 9th Floor, New York, New York 10282 not later than December 31, 2019, to be considered for inclusion in our proxy materials, pursuant to Rule 14a-8 under the Exchange Act.
The Corporate Governance and Nominating Committee will consider all qualified director candidates identified by various sources, including members of the Board, management and stockholders. Candidates for directors recommended by stockholders will be given the same consideration as those identified from other sources. The Corporate Governance and


Nominating Committee is responsible for reviewing each candidate’s biographical information and assessing each candidate’s independence, skills, qualifications, and expertise based on a number of factors. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Corporate Governance and Nominating Committee considers individuals with diverse backgrounds,experience, viewpoints, accomplishments, cultural backgrounds, and professional expertise, among other factors.

and backgrounds, including both gender and ethnic diversity and diversity in substantive matters pertaining to the Company's business.

Only persons who are nominated in accordance with the procedures set forth in our bylawsBylaws will be eligible for election as directors. Nominations of persons for election to the Board and other proposals presented to our stockholders may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board or (ii) by any stockholder of the Company entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in our bylaws.Bylaws. Such nominations and other proposals presented to our stockholders, other than those made by or at the direction of the Board, shall be made by timely notice in writing to the Corporate Secretary of the Company. To be timely, a stockholder’s nomination for a director or other stockholder proposal must be delivered to the secretaryCorporate Secretary at the Company’s principal executive offices notno later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, before the first anniversary of the preceding year’s annual meeting. The stockholder’s notice shall set forth as to each person whom the stockholder proposes to nominate for election as a director: (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or all information that is required in connection with a stockholder proposal, in each case pursuant to and in accordance with the Section 14(a) of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

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Messrs. Schulke Pursuant to our Bylaw requirements and Mathis have been nominated to the Board in accordance with the Stockholders’ Agreement entered into in connection with the Fluent Acquisition, which provides in partassuming that beginning with the firstour 2020 annual meeting of stockholders followingis held on June 5, 2020, any stockholder proposal to be considered at the closing2020 annual meeting, including nominations of the Fluent Acquisition and thereafterpersons for so long as the Fluent stockholders beneficially own, in the aggregate, at least 30%election to our board of the shares issued in the Fluent Acquisition, Sellers are entitleddirectors, must be properly submitted to nominate two individuals to the Board.

us not earlier than February 6, 2020, nor later than March 7, 2020.




PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board (in this section, the “Committee”) has selected FOR FISCAL YEAR 2019

Grant Thornton LLP (“Grant Thornton”) to servecurrently serves as ourthe Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2016. Grant Thorntonand has acted in such capacitydone so since its appointment effective July 14, 2015. A representative of Grant Thornton is expected to be present at the Meeting, with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions.

Changes in Independent Registered Public Accounting

Effective July 14, 2015,

We are asking our stockholders to ratify the Committee appointedappointment of Grant Thornton as the Company’s principalour independent registered public accountant to audit the Company’s consolidated financial statementsaccounting firm for the fiscal year endedending December 31, 2015. In connection with2019. Although ratification is not required by our Bylaws or otherwise, our Board is submitting the appointment of Grant Thornton to our stockholders for ratification as a matter of good corporate governance. If our stockholders fail to ratify the appointment of Grant Thornton, the Audit Committee dismissed RBSM LLP (“RBSM”) effective July 14, 2015, as the Company’swill consider whether it is appropriate and advisable to appoint a different independent registered public accountants. RBSM had servedaccounting firm. Even if our stockholders ratify the appointment of Grant Thornton, the Audit Committee in its discretion may appoint a different registered public accounting firm at any time if it determines that such a change would be in the best interests of our Company and our stockholders.
Vote Required and Board Recommendation:
Proposal 2 requires the affirmative vote of the holders of a majority in voting power of the shares of common stock which are present in person or by proxy at the Meeting and entitled to vote.
The Board recommends that you vote “FOR” the ratification of the appointment of Grant Thornton as the Company’sour independent registered public accountant since its engagement on May 14, 2015. RBSM did not issue a report on the Company’s financial statementsaccounting firm for the year endedending December 31, 2015.

During the period May 14, 2015 through July 14, 2015, the Company has not had any disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to RBSM’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods. During the period May 14, 2015 through July 14, 2015, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

On May 14, 2015, the Committee appointed RBSM as the Company’s principal independent registered public accountant to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2015. This action effectively dismissed Marcum Bernstein & Pinchuk LLP (“MBP”) as of May 14, 2015, as the Company’s principal independent registered public accountants.

The audit report of MBP on the financial statements of the Company, as of and for the years ended December 31, 2014 and December 31, 2013, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2014 and 2013, there were no disagreements with MBP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to MBP’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the years ended December 31, 2014 and 2013 and through May 14, 2015, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

Previously, the consolidated financial statements of Company subsidiary IDI Holdings, LLC (“IDI Holdings”), formerly The Best One, Inc., for the year ended December 31, 2014 (the “2014 Financials”) were audited by L.L. Bradford & Company, LLP (“LLB”); however, LLB is no longer PCAOB registered and, as a result, the Company can no longer include LLB’s audit opinion with the Company’s filings. As a result, on March 15, 2016, the Committee appointed RBSM for the sole purpose of auditing IDI Holdings’ 2014 Financials.

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2019.

Auditor Fees Andand Services

The following table sets forth the fees billed to the Company by the Company’s independent registered public accountants, Grant Thornton, for the years ended December 31, 20152018 and December 31, 2014.

   2015  2014 (3)(4) 

Audit Fees (1)

  $595,481(2)  $176,414  

Audit-Related Fees

   34,556    —    

Tax Fees (5)

   8,697    —    

All Other Fees

   —      —    
  

 

 

  

 

 

 

Total

  $638,734   $176,414  
  

 

 

  

 

 

 

(1)Audit fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements, the review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings for engagements, consultations in connection with acquisitions and issuances of auditor consents and comfort letters in connection with SEC registration statements and related SEC registered and non-registered securities offerings.
(2)Represents $555,481 for fees billed by Grant Thornton for audit and quarterly review services and services related to comfort letter and accounting consultation and research on matters related to business combinations, and $40,000 for fees billed by RBSM.
(3)As TBO was determined to be the accounting acquirer of and the predecessor entity to Tiger Media, these balances represent $67,500 and $108,914, respectively, paid to RBSM and LLB, who were the independent accountants for TBO. Due to LLB (who was the initial independent accountant for TBO) having their PCAOB registration revoked, the company subsequently appointed RBSM as the independent accountant and RBSM performed an independent audit for 2014.
(4)TBO was determined to be the accounting acquirer of and the predecessor entity to IDI or the Company. Accordingly, the Company paid $154,663 for audit fees and $3,595 for audit-related fees to their independent registered public accountant MBP in 2014. These fees are not included in the table above.
(5)Relates to tax consulting services performed by Grant Thornton prior to being engaged as the Company’s independent registered public accountant.

2017.

  2018 2017
Audit Fees $827,864
 $849,076
Audit-Related Fees —
 297,260
Tax Fees —
 —
All Other Fees —
 —
Total $827,864
 $1,146,336
Audit fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements, and internal control over financial reporting, the review of the interim consolidated financial statements included in quarterly reports and the fees for services such as comfort letters, consents and review of documents filed with the SEC that are normally provided in connection with statutory and regulatory filings for engagements.
Audit-related fees are fees billed for assurance and related services rendered by Grant Thornton that are not reported under audit fees, such as accounting consultations and audits in connection with acquisitions and the Spin-off of Red Violet.
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services

The Audit Committee is responsible for pre-approving all auditing services and permitted non-audit services (including the fees for such services and terms thereof) to be performed for the Company by its independent registered public accounting firm. The Audit Committee is also responsible for considering whether the independent registered public accounting firm’s performance of permissible non-audit services is compatible with its independence. The Audit Committee chairman has authority to grant pre-approvals of audit and permissible non-audit services by the independent registered public accounting firm provided that all pre-approvals by the chairman must be presented to the full Audit Committee at its next scheduled meeting. Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by the applicable auditors for the years endedending on December 31, 20152018 and December 31, 2014,2017, as described above.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements and for the report process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent registered public accounting firm. We have engaged Grant Thornton as our independent public accountants to report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States. In this context, the Audit Committee hereby reports as follows:

1.The Audit Committee has reviewed and discussed the audited financial statements with management of the Company.

2.
The Audit Committee has discussed with Grant Thornton, our independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16,1301, Communications with Audit Committees.

3.The Audit Committee has also received the written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and the Audit Committee has discussed the independence of Grant Thornton with that firm.

4.Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board and the Board approved the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2018, for filing with the SEC.

The foregoing has been furnished by the Audit Committee:

Peter Benz (Chairman)

Robert Swayman

Andrew Frawley
Donald Mathis

This “Audit Committee Report” is not “Soliciting Material,” and is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,,as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT




MANAGEMENT
Executive Officers
The following statement made bytable sets forth certain information with respect to our Compensation Committee does not constitute soliciting materialcurrent executive officers.
NameAgePosition
Ryan Schulke36Chief Executive Officer
Matthew Conlin36President
Alexander Mandel49Chief Financial Officer
Donald Patrick58Chief Operating Officer
The biographical information for Messrs. Schulke and should not be deemed filed or incorporated by reference into any filing under the Securities ActConlin is included above in Proposal 1 — Election of 1933,Directors.

Alexander Mandel was appointed as amended, or the Securities Exchange ActChief Financial Officer, effective as of 1934,February 1, 2019, prior to which he had been serving as amended, exceptan independent financial consultant to the extent that we specifically incorporate such statement by reference.

IDI’s Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and, based on such review and discussion, the Compensation Committee recommendedCompany since July 2018. From February 2016 to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Compensation Committee:

Steven D. Rubin — Chairman

Robert Fried

Donald Mathis

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

This discussion and analysis describes the material elements of compensation awarded to, earned by, or paid to the named executive officers of IDI during 2015, and provides a brief summary of the compensation to be paid to the executive officers in 2016. Throughout this analysis, the individuals whoJune 2018, Mr. Mandel served as the Chief ExecutiveFinancial Officer andof IAC Applications, a division of IAC/InterActiveCorp. From 2010 to 2015, Mr. Mandel was employed by LendingTree, Inc., including as its Chief Financial Officer during 2015, as well as other individuals includedfrom 2012 to 2015. He was a Managing Director at Centerview Partners LLC, an investment banking advisory firm in the Summary Compensation Table and other tables below, are referredNew York City, from 2008 to as the “named executive officers.”

Background.During 2014 and prior to the March 21, 2015 merger (“TBO Merger”) between Tiger Media, Inc. (“Tiger Media”) and The Best One, Inc. (“TBO”), IDI was engaged in the outdoor advertising business in China.2010. Prior to that, Mr. Mandel held various positions at investment banking firm Bear, Stearns & Co. Inc. from 1996 to 2008, including Managing Director beginning in 2003. He received his Bachelor of Arts in economics from Tufts University and his Masters of Business Administration from Columbia Business School.

Donald Patrick was appointed the TBO Merger, Peter W.H. TanCompany’s Chief Operating Officer as of March 26, 2018. Mr. Patrick joined Fluent, LLC as its Chief Operating Officer in January 2018. Mr. Patrick served as Chief Executive Officer of Tiger Media and following the TBO Merger, Derek Dubner joined Peter Tan as Co-Chief Executive Officers of the combined company. Jacky Wang joined Tiger Media as Chief Financial Officer effective August 1, 2014. Between NovemberSeneca One Finance, Inc., a specialty consumer finance company, from 2014 to 2017. From 2011 to 2013, and August 1, 2014, Peter Tan hadhe served as Interim Chief Financial Officer. Tiger Media changed its name to IDI,President of Infogroup Marketing Services, a business unit of InfoGROUP, Inc. on April 8, 2015. On June 30, 2015, in connection with the continuing shift in IDI’s focus towards the big data and analytics sector, the IDI Board approved a plan under which the Company discontinued the operations of its Chinese- and British Virgin Islands-based subsidiaries.

In June 2015, Michael Brauser became IDI’s Executive Chairman, Aaron Solomon became the interim Chief Financial Officer of IDI, James Reilly became President andBefore that, Mr. Patrick served as Chief Operating Officer of Merkle from 1997 to 2010. He graduated with an MBA from the University of Chicago and Jacky Wang moveda BA from Chief Financial Officer to Chief Accounting Officer. On March 29, 2016, Dan MacLachlan, who had beenSt. Lawrence University.


SUMMARY COMPENSATION TABLE
The following table summarizes the Chief Financial Officer of TBO until early February 2015, became the Chief Financial Officer of IDI and Aaron Solomon was appointed Senior Vice President of Finance and Administration. In December 2015, IDI provided Peter Tan notice of non-renewal of his employment agreement. On March 9, 2016, IDI’s Board of Directors removed Mr. Tan as Co-Chief Executive Officer and appointed Derek Dubner as sole Chief Executive Officer.

Material Elements of Our Compensation Policy

The core objective of our compensation programs for 2015 was to secure and retain the services of highly qualified executives, with the goal of conserving cash and using non-cash compensation as incentive. We principally use a combination of salary and long-term equity incentives, principally in the form of restricted stock units (“RSUs”), to compensate our executives.

The Compensation Committee has not engaged the services of outside compensation consultants nor has it used any specific formula, factors, or particular criteria to be met by a named executive officer or assigned any relative weight to any factors or criteria. Rather the Compensation Committee has considered, holistically, the experience, skills, knowledge and responsibilitieseach of the named executive officers for the last two completed fiscal years.

Name and principal position                      Year Salary Bonus Stock awards (1) Non-equity incentive plan compensation (2) All other compensation (3) Total
Ryan Schulke (4)
 2018 $296,667
 $125,000
 $1,480,800
 $401,857
 $5,933
 $2,310,257
(Chief Executive Officer) 2017 $260,000
 $—
 $280,000
 $235,327
 $7,367
 $782,694
Matt Conlin (5)
 2018 $296,667
 $125,000
 $1,480,800
 $401,857
 $11,000
 $2,315,324
(President) 2017 $260,000
 $—
 $280,000
 $235,327
 $10,400
 $785,727
Donald Patrick (6)
 2018 $294,318
 $—
 $459,750
 $371,757
 $8,000
 $1,133,825
(Chief Operations Officer) 2017 $—
 $—
 $—
 $—
 $—
 $—
Derek Dubner (7)
 2018 $82,937
 $—
 $—
 $—
 $—
 $82,937
(Former Chief Executive Officer) 2017 $325,000
 $—
 $2,395,000
 $—
 $—
 $2,720,000
(1)The amounts in this column represent the aggregate grant date fair value of RSU awards granted in 2018 and 2017 computed in accordance with FASB ASC Topic 718. In determining the grant date fair value for restricted stock units, the Company used the closing price of the Company’s common stock on the grant date. For a discussion of valuation


assumptions used in their respective roles taking into account the strategic directioncalculation of these amounts, see Note 12 to our audited financial statements, included within our 2018 Annual Report on Form 10-K.
(2)Represents performance-based bonuses earned by our named executive officers in respect of our performance in fiscal years 2017 and 2018.
(3)The amounts in this column represent the Company's 401(k) plan company-matching contributions for each officer.
(4)
Mr. Schulke began service as the Company's Chief Executive Officer following the Spin-off on March 27, 2018. Mr. Schulke was paid an annual bonus for 2018 and 2017 of $1,480,800 and $280,000, respectively. Mr. Schulke was granted 80,000 RSUs on March 20, 2018 at a fair value of $2.61 per share, 480,000 deferred stock units in connection with the Spin-off on March 27, 2018 at a fair value of $2.65 and 50,000 RSUs on April 13, 2017 at a fair value of $5.60. Mr. Schulke additionally received a one-time cash bonus in connection with the Spin-off in 2018 of $401,857.
(5)Mr. Conlin began service as the Company's President following the Spin-off on March 27, 2018. Mr. Conlin was paid an annual bonus for 2018 and 2017 of $1,480,800 and $280,000, respectively. Mr. Conlin was granted 80,000 RSUs on March 20, 2018 at a fair value of $2.61 per share, 480,000 deferred stock units in connection with the Spin-off on March 27, 2018 at a fair value of $2.65 and 50,000 RSUs on April 13, 2017 at a fair value of $5.60. Mr. Conlin additionally received a one-time cash bonus in connection with the Spin-off in 2018 of $401,857.
(6)
Mr. Patrick began service as the Company's Chief Operations Officer following the Spin-off on March 27, 2018. Mr. Patrick's salary reflects his service from January 8, 2018 through December 31, 2018. Mr. Patrick was paid an annual bonus for 2018 of $459,750. Mr. Patrick was granted 100,000 RSUs on March 20, 2018 at a fair value of $2.61 per share and 75,000 deferred stock units in connection with the Spin-off on March 27, 2018 at a fair value of $2.65.
(7)Mr. Dubner served as the Company’s Chief Executive Officer and director from March 9, 2016 through March 26, 2018. Mr. Dubner's salary for 2018 reflects his service from January 1, 2018 through March 26, 2018. Mr. Dubner was granted 125,000 RSUs on April 13, 2017 at a fair value of $5.60 per share and 300,000 shares of restricted stock on September 7, 2017 at a fair value of $5.65 per share.

Employment Agreements and Termination of Employment & Change in Control Arrangements
Below are descriptions of our employment agreements with our named executive officers during 2018, as well as descriptions of the business. Thusseverance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with each of our named executive officers.
Ryan Schulke, Chief Executive Officer
Before the Spin-off, Mr. Schulke was employed by Fluent, LLC as its Chief Executive Officer pursuant to a December 8, 2015 employment agreement. The Company assumed Mr. Schulke’s agreement as part of the Spin-off. Mr. Schulke’s initial base salary was $260,000, which was increased to $300,000 effective February 1, 2018. On September 11, 2018, the Company and Mr. Schulke entered into an updated employment agreement, which extended the term of employment from two to three years, and included customary updates to certain protective provisions. The agreement provides for automatic one-year renewals unless either party elects not to renew by providing the other party with a 120-day non-renewal notice. If Mr. Schulke’s employment is terminated because of his death or disability, he or his estate will be paid an amount equal to one-year of base salary. If Mr. Schulke’s employment is terminated without cause or he resigns with good reason, he will be paid the greater of the base salary for the balance of the term or one year of base salary, plus any prior year unpaid bonus and a prorated portion of his current year bonus. Payment of the foregoing is conditioned on Mr. Schulke not being in violation of the agreement’s restrictive covenant provisions. The agreement provides for an annual bonus of no less than 25% of annual salary based on achievement of Company and personal performance goals.
Matt Conlin, President

The terms of Mr. Conlin’s employment mirror those of Mr. Schulke’s except that Mr. Conlin is employed as Fluent’s President. Mr. Conlin also entered into an updated employment agreement with the Company on September 11, 2018 extending the employment term from two to three years. Mr. Conlin's base salary and bonus provisions are identical to Mr. Schulke's, and he has the same arrangements with respect to severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control.

Donald Patrick, Chief Operating Officer
Mr. Patrick is employed as the Company's Chief Operating Officer pursuant to an employment agreement effective January 8, 2018. Mr. Patrick’s annual base salary is $300,000 with an annual bonus of no less than 40% of his annual salary based on the achievement of Company and personal performance goals. The agreement has a two-year term. The agreement provides that if Mr. Patrick’s employment is terminated without cause, Mr. Patrick will be paid severance equal to (a) six


months’ base salary if the termination occurs after six months and on or before the end of the first year of the term, or (b) twelve months’ base salary if the termination occurs after the first year of the term, plus any unpaid bonus for the year prior to termination and a prorated portion of the bonus for the year of termination. Payment of the foregoing is conditioned on Mr. Patrick not being in violation of the agreement’s restrictive covenant provisions at the time the payment becomes payable.
Derek Dubner, Former Chief Executive Officer

Mr. Dubner served as the Company's Co-Chief Executive Officer from March 2015 until his appointment as sole Chief Executive Officer in March 2016. Mr. Dubner's employment agreement with the Company provided for a base salary of $325,000 per annum, effective July 1, 2016, and the employment term was extended through April 30, 2020, effective April 13, 2017. Mr. Dubner's employment agreement provided for severance if Mr. Dubner’s employment was terminated for reasons other than cause equal to his base salary for the balance of the term, provided he is not in violation of the restrictive covenants contained in the agreement. Any RSUs granted by the Company to Mr. Dubner pursuant to his employment with the Company vest in full upon a Company change in control, termination of Mr. Dubner without cause, termination by Mr. Dubner for good reason, Mr. Dubner’s death or disability, or a termination of Mr. Dubner due to an “adverse ruling” (as such term is defined in the employment agreement). On March 12, 2018, Mr. Dubner resigned as the Company’s Chief Executive Officer, effective on March 26, 2018. In connection with Spin-off, on March 12, 2018, all unvested RSUs and shares of restricted stock held by Mr. Dubner were vested and the underlying shares of common stock delivered.

401(k) Plan

The Company maintains a defined contribution employee retirement plan, or 401(k) plan, for our business has shifted focusemployees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code so that contributions to the 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the outdoor advertising business401(k) plan. The Company will match a participant's contribution up to big data and analytics, we have evolved our3% of their compensation, strategyas well as 50% of a participant's contribution of the next 2% of their compensation, subject to align with our revised strategic focus.

Grants of equitystatutory limits.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth certain information regarding equity-based awards are designed to provide a strong incentive for achieving long-term resultsheld by aligning the interests of our executives with those of our stockholders, while at the same time encouraging our executives to remain with the company. The Compensation Committee believes our compensation programs for the named executive officers is appropriately based upon the Company’s performance and the performance and levelas of responsibility of the executive officer.

Prior to the TBO Merger, compensation matters were largely determinedDecember 31, 2018.

Name Stock awards
Number of shares or units of stock that have not vested (#) 
Market value of shares or units of stock that have not
vested (5)
Ryan Schulke 333,333
(1) $1,199,999
Matt Conlin 333,333
(2) $1,199,999
Donald Patrick 100,000
(3) $360,000
Derek Dubner —
(4) $—
(1)Represents (i) 550,000 RSUs granted to Mr. Schulke under the 2015 Plan on December 8, 2015, which vest in increments of 30% on January 1, 2017 and January 1, 2018 and 40% on January 1, 2019, (ii) 50,000 RSUs granted on April 13, 2017, which vest in three equal annual installments beginning on February 1, 2018, and (iii) 80,000 RSUs granted on March 20, 2018, which vest in three equal annual installments beginning on March 1, 2019. Each RSU represents the right to receive one share of common stock upon vesting. The 680,000 RSUs held by Mr. Schulke as of December 31, 2018 include 346,667 shares that have been vested but not delivered.
(2)Represents (i) 550,000 RSUs granted to Mr. Conlin under the 2015 Plan on December 8, 2015, which vest in increments of 30% on January 1, 2017 and January 1, 2018 and 40% on January 1, 2019, (ii) 50,000 RSUs granted on April 13, 2017, which vest in three equal annual installments beginning on February 1, 2018, and (iii) 80,000 RSUs granted on March 20, 2018, which vest in three equal annual installments beginning on March 1, 2019. Each RSU represents the right to receive one share of common stock upon vesting. The 680,000 RSUs held by Mr. Conlin as of December 31, 2018 include 346,667 shares that have been vested but not delivered.
(3)Represents (i) 75,000 RSUs granted to Mr. Patrick under the 2015 Plan on March 20, 2018, which vest in three equal annual installments beginning on February 1, 2019, and (ii) 25,000 RSUs granted on March 20, 2018, which vest in three equal annual installments beginning on March 1, 2019. Each RSU represents the right to receive one share of common stock upon vesting.


(4)Mr. Dubner did not have any shares or units of stock that remained unvested as of December 31, 2018, as all of his shares issued under the 2015 Plan were accelerated on March 27, 2018, the date of the Spin-off.
(5)Determined by multiplying the closing price of the Company’s common stock on December 31, 2018, $3.60, by the number of shares of common stock underlying the RSUs or restricted stock.

Equity Compensation Committee, with input from Peter Tan other than with respect to his compensation. The Compensation Committee is

13

responsible for the oversight, implementation, and administration of all of the executive compensation plans and programs. At that time, the Compensation Committee was comprised of Steven D. Rubin, who was the Chairman, and Robert Fried. After the TBO Merger and the subsequent discontinuation of the outdoor advertising business, Executive Chairman Michael Brauser and Co-Chief Executive Officer Derek Dubner made recommendations to the Compensation Committee other than with respect to their own respective compensation. On December 8, 2015, Donald Mathis, a Fluent designee to our Board, joined the Compensation Committee.

Long-Term Equity Incentive Compensation

Plan Information


One of the key elements of our compensation strategy is long-term equity incentives, principally RSUs. A predecessor of IDIthe Company adopted the SearchMedia International Limited (“SMIL”) 2008 Amended and Restated Share Incentive Plan (the “2008 Plan”), which established an initial pool of 359,370 equity awards to employees, directors and consultants (SMIL was combined with Ideation Acquisition Corp., a predecessor of IDIthe Company in 2009). The 2008 Plan was approved by the combined entities’ stockholders at a Special Meeting of Stockholders held on October 27, 2009 and was later amended to increase the number of eligible equity awards to 600,000 shares, approved by shareholdersand in September 2011, to 900,000 shares approved in December 2012 and to 1.2 million shares approved in December 2013.

The 2008 Plan expired by its terms on January 1, 2018.


In April 2015, the Compensation Committee adopted subject to stockholder approval, the 2015 Stock Incentive Plan (the “2015 Plan”), which provided a pool of 2.5 million equity awards. The 2015 Plan was approved by the IDICompany stockholders at the Annual Meeting of Stockholders held onin June 2, 2015. OnIn November 16, 2015, the Board approved upon the recommendation of the Compensation Committee, an increase of the 2015 Plan from 2.5 million shares to 12.5 million shares. The Compensation Committee determined the increase in the 2015 Plan was warranted as a result of IDI’sthe Company’s acquisition by merger of Fluent, LLC and the need to establish a pool of equity awards for the Fluent, LLC employees, as well as the anticipated expansion of the Company’s business, including additional personnel. The increase in the 2015 Plan is subject to stockholder approval and is Proposal 2 to this proxy statement.

Compensation Policies Before the TBO Merger

The core objectives of our compensation programs prior to the TBO Merger were to secure and retain the services of highly qualified executives and to provide compensation to our executives that was commensurate and aligned with our performance and advances both our short and long-term interests and those of our stockholders. We sought to achieve these objectives through two principal compensation programs: (1) base salary and (2) long-term equity incentives. We design our base salaries primarily to attract and retain talented executives while conserving cash resources and leveraging a greater portion of overall compensation to non-cash long-term equity incentives.

On February 7, 2012, we entered into an executive employment agreement with Peter W. H. Tan, effective as of February 13, 2012 in his capacity as Chief Executive Officer. The agreement had an initial three-year term and was automatically extended for successive one-year terms unless either party gave the other party written notice of termination no less than 60 days, and no more than 120 days, prior to the expiration of such one-year term. Pursuant to the agreement, Mr. Tan received a $350,000 annual base salary payable in 12 equal monthly installments, subject to annual review and adjustmentapproved by the Company stockholders at the Annual Meeting of Stockholders held in June 2016. Effective September 6, 2017, the Board and the Company’s Compensation Committee and was granted 80,000 stock options withapproved an exercise price of $5.50 per share. Mr. Tan was also eligible to earn an annual bonusincrease in an amount determined by the Compensation Committee or the Board, based upon achieving performance metrics and strategic goals established by the Compensation Committee. During his tenure. Mr. Tan’s salary remained static and he did not receive cash bonuses. Additionally, Mr. Tan was eligible to participate in any of our equity incentive plans as determined by the Compensation Committee, consistent with the terms provided to our other senior officers. In November 2013, Mr. Tan received an equity award in the form of 30,000 stock options with an exercise price of $8.10 per share vesting one-third per year annually and 70,000 RSUs vesting on January 2, 2014. On January 28, 2015, Mr. Tan received an equity award in lieu of cash bonus in the amount 99,800 RSUs which vested on July 28, 2015. In December 2015, IDI provided Peter Tan notice of non-renewal of his employment agreement. On March 9, 2016, IDI’s Board of Directors removed Mr. Tan as Co-Chief Executive Officer and appointed Derek Dubner as sole Chief Executive Officer.

14

Mr. Wang became our Chief Financial Officer on August 1, 2014 and was paid an annual salary of $150,000 with a target bonus of $20,000. Mr. Wang was initially granted 60,000 RSUs which vested annually over four years. On January 28, 2015, the Compensation Committee granted Mr. Wang 20,000 RSUs which vested in full on July 28, 2015.

Compensation Policies After the TBO Merger

After the TBO Merger, we continued our policy to secure and retain the services of highly qualified executives and to provide compensation to our executives that was commensurate and aligned with our performance and advances both our short and long-term interests and those of our stockholders. We utilize base salary and non-cash long-term incentives to retain talented executives while conserving cash resources and leveraging a greater portion of overall compensation to non-cash long-term equity incentives.

When determining base salary, the Compensation Committee did not use any specific formula, factors, or particular criteria to be met by a named executive officer and did not assign any relative weight to any factors or criteria to be considered. Rather, the Compensation Committee exercised its judgment, discretion, and experience with developing businesses with limited revenues by considering all factors they deemed relevant. In determining base salaries for 2015, the Compensation Committee considered the experience, skills, knowledge and responsibilities of the named executive officers in their respective roles.

As a result of providing certain consulting services, Mr. Brauser was granted 175,000 RSUs on April 29, 2015, which vest over three years. Mr. Brauser was elected to the Company’s Board on June 2, 2015 and was appointed Executive Chairman on June 16, 2015. Mr. Brauser began receiving an annual salary of $1.00 commencing on September 1, 2015.

The Compensation Committee was of the view that Mr. Brauser was the driving force in identifying Fluent as a strategic merger partner and consummating the transaction. Mr. Brauser believed that Fluent’s expertise in the consumer marketing industry and its massive, first-party database of consumer information coupled with its advanced customer acquisition platform would present IDI with its entrée into the consumer marketing industry to apply IDI’s next-generation data fusion technology. Mr. Brauser also recognized that Fluent, profitable and cash flow positive, was financeable and would provide resources enabling us to bring our data fusion and analytics products to market. The Compensation Committee also acknowledged that Mr. Brauser was largely responsible for structuring the Fluent Acquisition and assembling the financing for the transaction. The transaction provided for aggregate consideration of approximately $100 million in cash and $123 million of convertible preferred stock which has since been converted into 15,001,850 shares of Common Stock. The cash component of the Fluent Acquisition and transaction costs were funded by $50.0 million from the sales of convertible preferred stock and warrants to Frost Gamma Trust (“Frost Gamma”) and certain other investors, $10.0 million of bridge loans from Frost Gamma, Mr. Brauser and another investor, and a $45.0 million term loan with Fluent as the borrower, IDI and related parties as guarantors and certain financial institutions as lenders, and Whitehorse Finance, Inc. Mr. Brauser was also instrumental in securing Dr. Frost’s agreement to join the Board. This was accomplished in a time span of less than three months from the first introduction to the Fluent principals to closing, and has had a transformative impact on IDI.

In recognition of his efforts, the Compensation Committee entered into an employment agreement with Mr. Brauser on November 16, 2015 to increase his salary to $25,000 per annum and provide for the award of 5.0 million RSUs outside of the 2015 Plan subject to stockholder approval (the “Brauser RSUs”). The Brauser RSUs are subject to annual vesting over a four-year period provided that the Company has gross revenueby one million shares, resulting in excessan aggregate of $10013.5 million and positive EBITDA in any one fiscal year during the vesting period (the “Performance Vesting Conditions”). In addition, the Brauser RSUs will vest immediately upon: (i) a Change in Control, (ii) a termination of Brauser’s employment without Cause, (iii) Mr. Brauser’s termination of his employment for Good Reason, or (iv) his death or disability (as such terms are defined in the amended employment agreement) (the “Additional Vesting Conditions”). The amended employment agreement provides that Mr. Brauser may, at his

15

option and in accordance with Internal Revenue Code Section 409A, elect to satisfy tax withholdings (including any FICA and related income tax withholding that may apply on the vesting, as opposed to settlement, of the Brauser RSUs) by having IDI withhold a number of shares having a fair market value equal to the minimum amount of such tax withholdings. The employment agreement with Mr. Brauser does not provide for any cash severance if his employment is terminated for any reason.

Mr. Dubner served as our Co-Chief Executive Officer from March 2015 until his appointment as Chief Executive Officer on March 2016. Previously, Mr. Dubner was employed by TBO pursuant to a September 30, 2014 Employment Agreement that was amended on March 17, 2015. Mr. Reilly has served as our President and Chief Operating Officer since June 2015 and as President and Chief Operating Officer of TBO since its inception. Mr. Reilly was employed pursuant to a September 30, 2014 agreement that was amended on March 17, 2015. We assumed the agreements, which are substantially identical as part of the TBO Merger. Messrs. Dubner’s and Reilly’s base salaries were $200,000 and the agreements provided for a two-year term. The employment agreements with Messrs. Dubner and Reilly provide that if their employment is terminated without Cause or by the employee for Good Reason, as those terms are defined in the respective agreements, the terminated employee will be paid severance equal to his base salary over the balance of the term. The agreement with Mr. Dubner provided for an initial grant of 400,000 RSUs and the employment agreement with Reilly provided for an initial grant of 200,000 RSUs, which awards vest quarterly over the term of the agreement and immediately vest upon a change of control of TBO. The March 17, 2015 amendment to their agreements provided that the TBO Merger would not constitute automatic vesting of the initial TBO RSU grants.

The agreements provided for a cash bonus of $100,000 upon consummation of TBO’s sale, merger, consolidation, share exchange or like transaction with a publicly-traded entity. Mr. Dubner’s agreement provided for a cash bonus of $150,000 upon raising the first $5.0 million in any financing or series of related financings following a transaction that triggers the first bonus. Messrs. Dubner and Reilly were paid the $100,000 bonus on the closing of the TBO Merger and Mr. Dubner was paid the $150,000 bonus following the July 23, 2015 registered direct placement of IDI shares which resulted in approximately $10.0 million in gross proceeds.

On August 22, 2015, the Compensation Committee increased Mr. Dubner’s and Mr. Reilly’s salary to $264,000 per annum based on each of their individual and IDI’s performance. In recognition of their efforts in closing the Fluent Acquisition and related transactions, the Compensation Committee amended each of their agreements on November 16, 2015 to reflect the previous increase in their base salary, to award them 500,000 RSUs under the 2015 Plan, and to extend the term until September 30, 2017. The RSUs, which vest over three years and are subject to the Performance Vesting Conditions and the Additional Vesting Conditions, are subject to stockholder approval of Proposal 2 to increase the 2015 Plan to 12.5 million shares.

Mr. Solomon was appointed IDI’s Interim Chief Financial Officer in June 2015. Mr. Solomon previously served as the Company’s Vice President of Finance and Administration since February 2015. His salary is $158,000 per annum, and he was awarded 50,000 RSUs on April 29, 2015. The RSUs vest over three years. In recognition of his efforts in closing the Fluent Acquisition, Mr. Solomon was granted 50,000 RSUs, subject to stockholder approval, that vest over three years and are subject to the Performance Vesting Conditions and the Additional Vesting Conditions, and are subject to stockholder approval of Proposal 2 to increase the 2015 Plan to 12.5 million shares.

On March 29, 2016, the Board appointed Daniel MacLachlan as the Company’s Chief Financial Officer and Principal Financial Officer. Pursuant to the terms of his employment agreement with TBO effective October 2, 2014, as amended, which was assumed by the Company in the TBO Merger, the Company pays Mr. MacLachlan an annual salary of $185,000, and under the agreement, Mr. MacLachlan is to receive 50,000 restricted stock units, which vest in equal quarterly installments during the term of the agreement and are to be delivered at the end of the two-year vesting period. The term of the employment agreement is through September 30, 2016. The Compensation Committee ratified Mr. MacLachlan’s employment agreement on March 29, 2016.

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SUMMARY COMPENSATION TABLE

The following table summarizes the compensation for each of the named executive officers for the last three completed fiscal years.

Name and Principal

Position

 Year  Salary  Non-Equity
Incentive Plan
Compensation		  Stock
Awards(1)		  Option
Awards(1)		  Total 

Michael Brauser(2)

  2015   $2,083(2)  $—     $52,787,500(2)  $—     $52,789,583  

Executive Chairman

      

Derek Dubner(3)

  2015   $180,834(3)  $250,000(7)(8)  $6,302,500(3)  $—     $6,733,334  

Co-Chief Executive Officer

      

Peter Tan

  2015   $87,500   $—     $508,980   $—     $596,480  

Co-Chief Executive Officer

  2014    350,000   $—     $—     $—      350,000  
  2013    350,000   $—      556,500   $156,000    1,062,500  

James Reilly(4)

  2015   $180,834(4)  $100,000(7)  $5,977,500(4)  $—     $6,258,334  

President and Chief Operating Officer

      

Aaron Solomon(5)

  2015   $99,104(5)  $—     $841,500   $—     $940,604  

Interim Chief Financial Officer

      

Jacky Wang(6)

  2015   $150,000   $—     $102,000   $—     $252,000  

Chief Accounting Officer

  2014    62,500(6)  $—      186,000   $—     $248,500  

(1)This column reflects the aggregate grant date fair value of stock awards granted in 2013, 2014 and 2015 computed in accordance with FASB ASC Topic 718. In determining the grant date fair value for restricted stock units, the Company used the closing price of the Company’s common stock on the grant date. In determining the grant date fair value for stock options, the Company used the Black-Scholes option pricing model, and took into account the closing price of the Company’s common stock on the grant date, the respective exercise prices, the assumed period over which the options will be outstanding, a volatility rate, and a risk free rate.
(2)Mr. Brauser began service as the Company’s Executive Chairman on June 16, 2015. Mr. Brauser’s current annual salary is $25,000. The salary disclosed in the table reflects Mr. Brauser’s service from June 16, 2015 through December 31, 2015. Mr. Brauser was granted 175,000 RSUs on April 29, 2015 at a fair value of $6.50 per share, and 5,000,000 RSUs on November 16, 2015 at a fair value of $10.33 per share. The November 2015 RSU grant is subject to stockholder approval at this Meeting.
(3)Mr. Dubner began service as the Company’s Co-Chief Executive Officer and Director on March 21, 2015, upon the consummation of the TBO Merger. Mr. Dubner’s current annual salary is $264,000. The salary disclosed in the table reflects Mr. Dubner’s service from March 21, 2015 through December 31, 2015. Mr. Dubner was granted 175,000 RSUs on April 29, 2015 at a fair value of $6.50 per share, and 500,000 RSUs on November 16, 2015 at a fair value of $10.33 per share. The November 2015 RSU grant is subject to stockholder ratification and approval of the increase of the 2015 Plan.
(4)Mr. Reilly began service as President and Chief Operating Officer of IDI Holdings, LLC on March 21, 2015, upon the consummation of the TBO Merger. On June 15, 2015, Mr. Reilly was appointed President and Chief Operating Officer of the Company. Mr. Reilly’s current annual salary is $264,000. The salary disclosed in the table reflects Mr. Reilly’s service from March 21, 2015 through December 31, 2015. Mr. Reilly was granted 125,000 RSUs on April 29, 2015 at a fair value of $6.50 per share, and 500,000 RSUs on November 16, 2015 at a fair value of $10.33 per share. The November 2015 RSU grant is subject to stockholder ratification and approval of the increase of the 2015 Plan.
(5)Mr. Solomon was appointed Interim Chief Financial Officer on June 30, 2015. Mr. Solomon previously served as the Company’s Vice President of Finance & Administration. Mr. Solomon’s current annual salary is $158,000. The salary disclosed in the table reflects Mr. Solomon’s service from March 21, 2015 through December 31, 2015.

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(6)Mr. Wang began service as the Company’s Chief Accounting Officer on June 30, 2015. Mr. Wang previously served as the Company’s Chief Financial Officer from August 1, 2014 until June 30, 2015 when he was appointed Chief Accounting Officer. Mr. Wang’s current annual salary is $150,000. The salary disclosed in the table reflects Mr. Wang’s service from August 1, 2014 through December 31, 2015.
(7)Cash bonus of $100,000 paid to each of Messrs. Dubner and Reilly on consummation of the TBO Merger.
(8)Cash bonus of $150,000 paid to Mr. Dubner upon completing a $10.0 million financing after the TBO Merger.

GRANTS OF PLAN-BASED AWARDS — 2015

The following table sets forth each grant of an award made to a named executive officer for the fiscal year ended December 31, 2015 under any IDI plan.

Name

Grant DateAll Other Stock
Awards: Number of
Shares of Units
Units (#)		Grant Date
Fair Value of
Stock Awards (5)

Michael Brauser

4/29/2015175,000(1)$1,137,500(1)
11/16/20155,000,000(3)$51,650,000(3)

Derek Dubner

4/29/2015175,000(1)$1,137,500(1)
11/16/2015500,000(2)$5,165,000(2)

Peter Tan

1/28/201599,800(4)$508,980(4)

James Reilly

4/29/2015125,000(1)$812,500(1)
11/16/2015500,000(2)$5,165,000(2)

Aaron Solomon

4/29/201550,000(1)$325,000(1)
11/16/201550,000(2)$516,500(2)

Jacky Wang

1/28/201520,000(4)$102,000(4)

(1)Represents RSUs granted on April 29, 2015, which vest in three equal annual installments beginning on the 21st day of March in the year following grant. Each RSU represents the right to receive one share of common stock upon vesting. The grant date fair value of the RSU grant was $6.50 per share.
(2)Represents RSUs granted on November 16, 2015, which vest in three equal annual installments, subject to the Performance Vesting Conditions. Each RSU unit represents the right to receive one share of common stock upon vesting. These grants of RSUs are subject to stockholder ratification and approval of the increase to the 2015 Plan. The grant date fair value of the RSU grant was $10.33 per share.
(3)Represents RSUs granted on November 16, 2015, which vest in four equal annual installments, subject to the Performance Vesting Conditions. Each RSU represents the right to receive one share of common stock upon vesting. This grant of RSUs is subject to stockholder approval at this Meeting. The grant date fair value of the RSU grant was $10.33 per share.
(4)Represents RSUs granted on January 28, 2015 which vested on July 28, 2015. The grant date fair value of the RSU grant was $5.10 per share.
(5)Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. In determining the grant date fair value for RSUs, we used the closing price of our common stock on the grant date.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — 2015

The following table sets forth certain information regarding equity-based awards held by the named executive officers as of December 31, 2015.

   Option Awards   Stock Awards (3) 

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		  Option
Exercise
Price ($)		   Option
Expiration
Date		   Number of
Shares or
Units of
Stock That
Have Not
Vested (#)		   Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($) (4)		 

Michael Brauser

   —      —     $—       —       6,408,333    $47,037,164  

Derek Dubner

   —      —     $—       —       760,417    $5,581,461  

Peter Tan

   15,000(1)   —     $5.30     February 8, 2022     —      $—    
   80,000(2)   —      5.50     February 13, 2022     —      $—    
   20,000(2)   10,000(5)   8.10     November 11, 2023     —      $—    

James Reilly

   —      —     $—       —       647,917    $4,755,711  

Aaron Solomon

   —      —     $—       —       83,333    $611,664  

Jacky Wang

   —      —     $—       —       45,000    $330,300  

(1)Represents stock options granted under the 2008 Plan, which vested one year from the date of grant.
(2)Represents stock options granted under the 2008 Plan, which vested in three equal annual installments beginning on the date of grant. Stock options outstanding and unexercised, which are not exercised by Mr. Tan within ninety days of his March 9, 2016 separation date shall expire.
(3)Represents RSUs granted under the 2015 Plan, including grants made in November 2015, which are subject to stockholder approval at the Meeting. The RSUs vest in three equal annual installments beginning on the date of grant, except for 5,000,000 RSUs granted outside of the 2015 Plan held by Mr. Brauser that vest in four equal annual installments beginning on the date of grant. Each RSU represents the right to receive one share of common stock upon vesting.
(4)Determined by multiplying the closing price of the Company’s common stock on December 31, 2015 ($7.34) by the number of shares of common stock underlying the RSUs.
(5)These options were outstanding at December 31, 2015, but were terminated upon Mr. Tan’s separation from the Company on March 9, 2016.

OPTION EXERCISES AND STOCK VESTED

The following table sets forth each exercise of stock options, SARs or similar instruments and each vesting of stock, RSUs and similar instruments by the named executive officers for the fiscal year ended December 31, 2015.

Name

  Stock Awards 
  Number of Shares
Acquired on Vesting (#) (1)		   Value Realized on
Vesting ($)		 

Michael Brauser

   —      $—    

Derek Dubner

   —      $—    

Peter Tan

   99,800    $1,017,960  

James Reilly

   —      $—    

Aaron Solomon

   —      $—    

Jacky Wang

   35,000    $338,250  

(1)Amounts shown in these columns reflect RSU awards that vested during 2015. See the Compensation Discussion and Analysis — Compensation Policies Before the TBO Merger for details on RSU awards.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table sets forth information with respect to the value of payments or vesting acceleration, as applicable, such named executive officer would be entitled to receive assuming a qualifying termination or change in control, as applicable, as of December 31, 2015.

Name and Principal Position

  Severance
Amount ($)		  Early
Vesting
of Stock
Options		   Early
Vesting
of Restricted
Stock ($) (1)		  Total ($) 

Michael Brauser

  $—     $—      $1,131,586(2)(3)  $1,131,586  

Executive Chairman

      

Derek Dubner

  $462,000(4)  $—      $1,590,336(2)(5)  $2,052,336  

Co-Chief Executive Officer

      

Peter Tan

  $43,750(10)  $—      $—     $43,750  

Co-Chief Executive Officer

      

James Reilly

  $462,000(4)  $—      $978,664(2)(6)  $1,440,664  

President and Chief Operating Officer

      

Aaron Solomon

  $—     $—      $244,664(2)(7)  $244,664  

Interim Chief Financial Officer

      

Jacky Wang

  $25,000(9)  $—      $330,300(2)(8)  $355,300  

Chief Accounting Officer

      

(1)Calculated by multiplying early vesting of RSUs by $7.34, which is the closing price per share of our common stock on December 31, 2015
(2)In the event of a qualifying termination, all unvested RSUs at the time of termination shall expire and be forfeited immediately and returned to the Company. In the event of a change of control, all unvested RSUs shall immediately vest.
(3)Reflects vesting of 154,167 RSUs of our common stock, and does not include 5,000,000 RSUs subject to stockholder approval at the Meeting.
(4)In accordance with Mr. Dubner’s and Mr. Reilly’s employment agreement, upon termination without cause, resignation for good reason, death or disability, base salary will be paid for the remainder of the respective employment term.
(5)Reflects vesting of 216,167 RSUs of our common stock, and does not include 500,000 RSUs subject to stockholder approval at the Meeting.
(6)Reflects vesting of 133,333 RSUs of our common stock, and does not include 500,000 RSUs subject to stockholder approval at the Meeting.
(7)Reflects vesting of 33,333 RSUs of our common stock, and does not include 50,000 RSUs subject to stockholder approval at the Meeting.
(8)Reflects vesting of 45,000 RSUs of our common stock.
(9)In accordance with Mr. Wang’s employment agreement, upon termination without cause, resignation for good reason, death or disability, the company shall provide two (2) months salary as severance.
(10)In accordance with Mr. Tan’s employment agreement, upon termination by the Company without cause, or resignation by Mr. Tan for good reason, base salary will be paid for the remainder of the respective employment terms.

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Proposal 2

2015 IDI, INC.

STOCK INCENTIVE PLAN

Overview

The Board has approved and unanimously recommends that the stockholders increase the number of shares of common stock available for issuanceissuable under the IDI, Inc. 2015 Plan. Stockholders representing a majority in voting power of the Company approved the amendment to the 2015 Plan on September 6, 2017 and the amendment was effective on January 8, 2018.


On April 19, 2018, the Board adopted the Fluent 2018 Stock Incentive Plan (the “2015“2018 Plan”) by 10,000,000 shares from 2,500,000 shares to 12,500,000 shares. The proposed increase reflects the transformation of the Company as a result of the TBO Merger in March 2015, and the Fluent Acquisition in December 2015. In these acquisitions and in related financing transactions,Company's stockholders approved the Company issued an aggregate of 22,548,100 shares of common stock, including shares of convertible preferred stock that has converted into common stock. Furthermore, in the Fluent Acquisition, Sellers were provided the right to grant (subject to appropriate Board and Compensation Committee approvals) awards for up to seven million (7,000,000) shares of common stock. As set forth in the table titled New 20152018 Plan Benefits below, awards have been granted to Fluent employees, which grants are subject to stockholder approval of the proposed increase in the 2015 Plan. Given the foregoing matters, the Board believes it is appropriate at this time to increase the number of shares available for issuance under the 2015 Plan and unanimously recommends that the stockholders approve such increase.on June 6, 2018. The primary purpose of the 20152018 Plan is to attract, retain, reward, and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in the CompanyFluent and to incentivize them to expend maximum effort for theFluent’s growth and success, of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders ofFluent stockholders. The Company has in the Company.

past and may in the future grant awards to its employees to meet these goals, including RSUs and stock options. The following discussion summarizes the material terms of the 2015 Plan. This discussion is not intended to be complete and is qualified in its entirety by reference to the full text of the 20152018 Plan which is incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2015, and the amendment to the 2015 Plan, a copy of which is attached to this proxy statement asAnnex A.

Administration

The 2015 Plan is administered by the Compensation Committee of the Board (for purpose of this description of the 2015 Plan, the “Committee”). If no Committee exists, the independent Board members will exercise the functions of the Committee.

All grants under the 2015 Plan will be evidenced by a grant agreement (an “Award Agreement”) that will incorporate the terms and conditions as the Committee deems necessary or appropriate.

Coverage Eligibility and Annual Grant Limits

The 2015 Plan provides forauthorizes the issuance of awards (each, an “Award”) consisting of stock options (“Options”), stock appreciation rights (“SARs”), restricted stock (“Restricted Stock”), restricted stock units (“RSUs”), performance shares (“Performance Shares”) and performance units (“Performance Units”). Incentive stock options (“ISOs”) may be granted under the 2015 Plan only to our employees. Our employees, consultants, directors, independent contractors and certain prospective employees who have committed to become an employee are eligible to receive all other types of awards under the 2015 Plan (each an “Eligible Individual”).

The granting of Awards under the 2015 Plan shall be subject to the following limitations: (i) a maximum of 12,500,000 shares of common stock may be subject to grants of ISOs; (ii) a maximum of 12,500,000 shares may be issued in connection with Awards, other than Options and SARs, that are settled in common stock; (iii) a maximum of 12,500,000 of shares may be subject to grants of Options or SARs to any one Eligible Individual

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during any one fiscal year; (iv) a maximum of 12,500,000 of such shares may be subject to grants of Performance Shares, Restricted Stock, RSUs, and Awards of common stock to any one Eligible Individual during any one fiscal year; and (v) the maximum value on the date of grant of Performance Units which may be granted to any one Eligible Individual during any one fiscal year shall be $1,000,000.

Shares Reserved for Issuance Under the 2015 Plan

Subject to adjustment as described below and under the section titled “Change in Control,” upon approvalten percent of the increase in the number of shares available for issuance under the 2015 Plan, the total number of shares of common stock that may beCompany’s issued pursuant to Awards granted under the Plan shall be 12,500,000 shares. Notwithstanding the foregoing, if any Award is cancelled, forfeited or terminated for any reason prior to exercise, delivery or becoming vested in full, the shares of common stock that were subject to such Award shall become available for future Awards granted under the 2015 Plan; provided, however, that any shares of common stock subject to an Award that are cancelled to pay the exercise price of a stock option, purchase price or any taxes or tax withholdings on an Award will not be available for future Awards granted under this 2015 Plan.

If theand outstanding shares of common stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities by reason of any recapitalization, reclassification, reorganization, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock of the Company or other increase or decrease in such shares effected without receipt of consideration by the Company, an appropriate and proportionate adjustment shall be made by the Committee to: (i) the aggregate number and kind of shares of common stock available under the 2015 Plan, (ii) the calculation of the reduction of shares of common stock available under the 2015 Plan, (iii) the number and kind of shares of common stock issuable pursuantfrom time to outstanding Awards granted under the 2015 Plan and/or (iv) the exercise price of outstanding Options or SARs granted under the 2015 Plan. No fractional shares of common stock or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share or unit. Any adjustments made to any ISO shall be made in accordance with Section 424 of the Internal Revenue Code of 1986, as amended (the “Code”).

Stock Options

The Committee acting in its absolute discretion has the right to grant Options to Eligible Individuals to purchase shares of common stock. Each grant shall be evidenced by an option certificate setting forth whether the Option is an ISO, which is intended to qualify for special tax treatment under Section 422 of the Code, or a non-qualified incentive stock option (“Non-ISO”). Each Option granted under the 2015 Plan entitles the holder thereof to purchase the number of shares of common stock specified in the grant at the exercise price specified in the related option certificate. At the discretion of the Committee, the option certificate can provide for payment of the exercise price either in cash, by check, bank draft, money order, in common stock and by any other method which the Committee, in its sole and absolute discretion and to the extent permitted by applicable law, may permit.

The terms and conditions of each Option granted under the 2015 Plan will be determined by the Committee, but no Option will be granted at an exercise price which is less than the fair market value of the common stock on the grant date (generally, the closing price for the common stock on the principal securities exchange on which the common stock is traded or listed on the date the Option is granted or, if there was no closing price on that date, on the last preceding date on which a closing price was reported). In addition, if the Option is an ISO that is granted to a 10% stockholder of the Company, the Option exercise price will be no less than 110% of the fair market value of the shares of common stock on the grant date. Except for adjustments as described under “Shares Reservedtime.

Securities Authorized for Issuance Under the 2015 Plan” above and “Change in Control” below, without the approval of the Company’s stockholders, the option price shall not be reduced after the Option is granted, an Option may not be cancelled in exchange for cash or another Award, and no other action may be made with respect to an Option that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the common stock is traded.

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No Options may be exercised prior to the satisfaction of the conditions and vesting schedule provided for in the 2015 Plan and in the Award Agreement relating thereto. No Option may be exercisable more than 10 years from the grant date, or, if the Option is an ISO granted to a 10% stockholder of the Company, it may not be exercisable more than 10 years from the grant date. Moreover, no Option will be treated as an ISO to the extent that the aggregate fair market value of the common stock subject to the Option (determined as of the date the ISO was granted) which would first become exercisable in any calendar year exceeds $100,000. The Committee may not, as part of an Option grant, provide for an Option reload feature whereby an additional Option is automatically granted to pay all or a part of the Option exercise price or a part of any related tax withholding requirement.

Restricted Stock and Restricted Stock Units

The Committee may grant to such Eligible Individuals as the Committee may determine, Restricted Stock and RSUs, in such amounts and on such terms and conditions as the Committee shall determine in its sole and absolute discretion. The Committee shall impose such restrictions on any Restricted Stock and RSUs granted pursuant to the 2015 Plan as it may deem advisable including, without limitation, time-based vesting restrictions or the attainment of performance goals (“Performance Goals”). With respect to a grant of Restricted Stock, the Company may issue a certificate evidencing such Restricted Stock to the Eligible Individual or issue and hold such shares of Restricted Stock for the benefit of the Eligible Individual until the applicable restrictions expire. The Company may legend the certificate representing Restricted Stock to give appropriate notice of such restrictions. Unless otherwise provided in an Award Agreement, until the expiration of all applicable restrictions, (i) the Restricted Stock shall be treated as outstanding, (ii) the Eligible Individual holding shares of Restricted Stock may exercise full voting rights with respect to such shares, and (iii) the Eligible Individual holding shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such shares while they are so held. If any such dividends or distributions are paid in shares of common stock, such shares shall be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary, at the discretion of the Committee, all such dividends and distributions may be held in escrow by the Company (subject to the same restrictions on forfeitability) until all restrictions on the respective Restricted Stock have lapsed. Holders of the RSUs shall not have any of the rights of a stockholder, including the right to vote or receive dividends and other distributions, until common stock shall have been issued in the Eligible Individual’s name pursuant to the RSUs; provided, however the Committee, in its sole and absolute discretion, may provide for dividend equivalents on vested RSUs.

Unless otherwise provided in the 2015 Plan or Award Agreement, common stock will be issued with respect to RSUs no later than March 15 of the year immediately following the year in which the RSUs are first no longer subject to a substantial risk of forfeiture as such term is defined in Section 409A of the Code and the regulations issued thereunder (“RSU Payment Date”). In the event that the Eligible Individual has elected to defer the receipt of common stock pursuant to an Award Agreement beyond the RSU Payment Date, then the common stock will be issued at the time specified in the Award Agreement or related deferral election form. In addition, unless otherwise provided in the Award Agreement, if the receipt of common stock is deferred past the RSU Payment Date, dividend equivalents on the common stock covered by the RSUs shall be deferred until the RSU Payment Date.

Stock Appreciation Rights

The Committee has the right to grant SARs to Eligible Individuals in such amounts and on such terms and conditions as the Committee shall determine in its sole and absolute discretion. Unless otherwise provided in an Award Agreement, the terms and conditions (including, without limitation, the limitations on the exercise price, exercise period, repricing and termination) of the SAR shall be substantially identical to the terms and conditions that would have been applicable were the grant of the SAR a grant of an Option. Unless otherwise provided in an Award Agreement, upon exercise of a SAR the Eligible Individual shall be entitled to receive payment, in cash,

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in shares of common stock, or in a combination thereof, as determined by the Committee in its sole and absolute discretion. The amount of such payment shall be determined by multiplying the excess, if any, of the fair market value of a share of common stock on the date of exercise over the fair market value of a share of common stock on the grant date, by the number of shares of common stock with respect to which the SAR are then being exercised. Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to a SAR by including such limitation in the Award Agreement.

Performance Shares and Performance Units

Performance Shares and Performance Units may be granted to Eligible Individuals under the 2015 Plan. The applicable Award Agreement shall set forth (i) the number of Performance Shares or the dollar value of Performance Units granted to the participant; (ii) the performance period and Performance Goals with respect to each such Award; (iii) the threshold, target and maximum shares of common stock or dollar values of each Performance Share or Performance Unit and corresponding Performance Goals; and (iv) any other terms and conditions as the Committee determines in its sole and absolute discretion. Unless otherwise provided in an Award Agreement, the Committee shall determine in its sole and absolute discretion whether payment with respect to the Performance Share or Performance Unit shall be made in cash, in shares of common stock, or in a combination thereof.

Performance Goals

Performance Goals will be based on one or more of the following criteria: (i) the Company’s enterprise value or value creation targets; (ii) the Company’s after-tax or pre-tax profits including, without limitation, that attributable to Company’s continuing and/or other operations; (iii) the Company’s operational cash flow or working capital, or a component thereof; (iv) the Company’s operational costs, or a component thereof; (v) limiting the level of increase in all or a portion of bank debt or other of the Company’s long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee; (vi) earnings per share or earnings per share from the Company’s continuing operations; (vii) the Company’s net sales, revenues, net income or earnings before income tax or other exclusions; (viii) the Company’s return on capital employed or return on invested capital; (ix) the Company’s after-tax or pre-tax return on stockholder equity; (x) the attainment of certain target levels in the fair market value of the Company’s common stock; (xi) the growth in the value of an investment in the common stock assuming the reinvestment of dividends; and/or (xii) EBITDA (earnings before income tax, depreciation and amortization). In addition, Performance Goals may be based upon the attainment by a subsidiary, division or other operational unit of the Company of specified levels of performance under one or more of the measures described above. Further, the Performance Goals may be based upon the attainment by the Company (or a subsidiary, division, facility or other operational unit) of specified levels of performance under one or more of the foregoing measures relative to the performance of other corporations. To the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may, in its sole and absolute discretion: (i) designate additional business criteria upon which the Performance Goals may be based; (ii) modify, amend or adjust the business criteria described herein; or (iii) incorporate in the Performance Goals provisions regarding changes in accounting methods, corporate transactions (including, without limitation, dispositions or acquisitions) and similar events or circumstances. Performance Goals may include a threshold level of performance below which no Award will be earned, levels of performance at which an Award will become partially earned and a level at which an Award will be fully earned.

Non-Transferability

No Award will be transferable by an Eligible Individual other than by will or the laws of descent and distribution, and any Option or SAR will (absent the Committee’s consent) be exercisable during a Eligible Individual’s lifetime only by the Eligible Individual, except that the Committee may provide in an Award

24

Agreement that an Eligible Individual’s may transfer an award to a “family member”, as such term is defined in the Form S-8 Registration Statement under the Securities Act of 1933, as amended, under such terms and conditions as specified by the Committee.

Amendments to the 2015 Plan

The 2015 Plan may be amended by the Board to the extent that it deems necessary or appropriate provided, however, that the approval of the stockholders shall be required for any amendment: (i) that changes the class of individuals eligible to receive Awards under the 2015 Plan; (ii) that increases the maximum number of shares of common stock in the aggregate that may be subject to Awards that are granted under the 2015 Plan (except as otherwise permitted under the 2015 Plan); (iii) the approval of which is necessary to comply with federal or state law or with the rules of any stock exchange or automated quotation system on which the common stock may be listed or traded; or (iv) that proposed to eliminate a requirement provided herein that the stockholders of the Company must approve an action to be undertaken under the 2015 Plan. Except as expressly provided in the 2015 Plan, no amendment, suspension or termination of the 2015 Plan shall, without the consent of the holder of an Award, alter or impair rights or obligations under any Award theretofore granted under the 2015 Plan. Awards granted prior to the termination of the 2015 Plan may extend beyond the date the 2015 Plan is terminated and shall continue subject to the terms of the 2015 Plan as in effect on the date the 2015 Plan is terminated.

Change in Control

Upon the occurrence of a Change in Control (as defined in the 2015 Plan), the Committee may, in its sole and absolute discretion, provide on a case by case basis that (i) all Awards shall terminate, provided that participants shall have the right, immediately prior to the occurrence of such Change in Control and during such reasonable period as the Committee in its sole discretion shall determine and designate, to exercise any Award, (ii) all Awards shall terminate, provided that participants shall be entitled to a cash payment equal to the price per share of common stock paid in the Change in Control transaction, with respect to shares subject to the vested portion of the Award, net of the exercise price thereof, if applicable, (iii) in connection with a liquidation or dissolution of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the exercise price (if applicable), (iv) accelerate the vesting of Awards and (v) any combination of the foregoing. In the event that the Committee does not terminate or convert an Award upon a Change in Control of the Company, then the Award shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof).

Federal Income Tax Consequences

The rules concerning the federal income tax consequences of Awards under the 2015 Plan are technical, and reasonable persons may differ on their proper interpretation. Moreover, the applicable statutory and regulatory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. Therefore, the following discussion is designed to provide only a brief, general summary description of the federal income tax consequences associated with such grants, based on a good faith interpretation of the current federal income tax laws, regulations (including certain proposed regulations) and judicial and administrative interpretations. The following discussion does not set forth (1) any federal tax consequences other than income tax consequences or (2) any state, local or foreign tax consequences that may apply.

ISOs. In general, an employee will not recognize taxable income upon the grant or the exercise of an ISO. For purposes of the alternative minimum tax, however, the employee will be required to treat an amount equal to the difference between the fair market value of the common stock on the date of exercise over the option exercise price as an item of adjustment in computing the employee’s alternative minimum taxable income. If the employee does not dispose of the common stock received pursuant to the exercise of the ISO within either (1) two years after the date of the grant of the ISO or (2) one year after the date of the exercise of the ISO, a

25

subsequent disposition of the common stock generally will result in long-term capital gain or loss to such individual with respect to the difference between the amount realized on the disposition and exercise price. The Company will not be entitled to any federal income tax deduction as a result of such disposition. In addition, the Company normally will not be entitled to take a federal income tax deduction on either the grant date or upon the exercise of an ISO.

If the employee disposes of the common stock acquired upon exercise of the ISO within either of the above-mentioned time periods, then in the year of such disposition, the employee generally will recognize ordinary income, and the Company will be entitled to a federal income tax deduction (provided the Company satisfies applicable federal income tax reporting requirements), in an amount equal to the lesser of (1) the excess of the fair market value of the common stock on the date of exercise over the option exercise price or (2) the amount realized upon disposition of the common stock over the exercise price. Any gain in excess of such amount recognized by the employee as ordinary income would be taxed to such individual as short-term or long-term capital gain (depending on the applicable holding period).

Non-ISOs. An Eligible Individual will not recognize any taxable income upon the grant of a Non-ISO, and the Company will not be entitled to take an income tax deduction at the time of such grant. Upon the exercise of a Non-ISO, the Eligible Individual generally will recognize ordinary income and the Company will be entitled to a federal income tax deduction (provided the Company satisfies applicable federal income tax reporting requirements) in an amount equal to the excess of the fair market value of the common stock on the date of exercise over the option exercise price. Upon a subsequent sale of the common stock by the Eligible Individual, such individual will recognize short-term or long-term capital gain or loss (depending on the applicable holding period).

SARs. An Eligible Individual will not recognize any taxable income upon the grant of a SAR, and the Company will not be entitled to take an income tax deduction at the time of such grant. A Eligible Individual will recognize ordinary income for federal income tax purposes upon the exercise of a SAR under the 2015 Plan for cash, common stock or a combination of cash and common stock, and the amount of income that the Eligible Individual will recognize will depend on the amount of cash, if any, and the fair market value of the common stock, if any, that the Eligible Individual receives as a result of such exercise. The Company generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the Eligible Individual in the same taxable year in which the Eligible Individual recognizes such income, if the Company satisfies applicable federal income tax reporting requirements.

Restricted Stock. The Eligible Individual who receives Restricted Stock generally will not be subject to tax until the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (the “Restrictions”). At such time the Eligible Individual will be subject to tax at ordinary income rates on the fair market value of the Restricted Stock (reduced by any amount paid by the participant for such Restricted Stock). However, an Eligible Individual who makes an election under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted shares. Any appreciation (or depreciation) realized upon a later disposition of such shares will be treated as long-term or short-term capital gain (or loss) depending upon how long the shares have been held. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant and not eligible for the reduced tax rate applicable to dividends. The Company generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the Eligible Individual in the same taxable year in which the Eligible Individual recognizes such income, if the Company satisfies applicable federal income tax reporting requirements.

Restricted Stock Units. Generally, no income will be recognized upon the award of RSUs. An Eligible Individual who receives RSUs generally will be subject to tax at ordinary income rates on any cash received and

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the fair market value of any shares of common stock or other property on the date that such amounts are transferred to the Eligible Individual under the award (reduced by any amount paid by the Eligible Individual for such RSU). The Company generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the Eligible Individual in the same taxable year in which the Eligible Individual recognizes such income.

Performance Units and Performance Shares. No income generally will be recognized upon the grant of a Performance Unit or Performance Share. Upon payment in respect of a Performance Unit or Performance Share, the Eligible Individual generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted shares of common stock or other property received. The Company generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the Eligible Individual in the same taxable year in which the Eligible Individual recognizes such income.

Code Section 162(m). Code Section 162(m) imposes a $1 million deduction limitation on the compensation paid to a public company’s most senior executives unless the compensation meets one of the exceptions to this limitation. One exception is for option grants made at fair market value. Another exception is for grants which are made subject to the satisfaction of one or more Performance Goals which are set in accordance with Code Section 162(m) and which are forfeited if there is a failure to satisfy those Performance Goals. The 2015 Plan has been designed so that the Committee can make grants which can satisfy the requirements for these exceptions.

Equity Compensation Plan Information

Plans

The following table lists allsummarizes compensation plans under which our equity securities are authorized for issuance and outstanding under our equity compensation plans atas of December 31, 2015:

Plan category

  Number of securities to
be issued upon exercise
of outstanding options and
stock awards		   Weighted average
exercise price of
outstanding options
(excluding
outstanding restricted
share units)		   Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding
outstanding options)		 
      
      
      
      
      
      

Equity compensation plans approved by security holders

   1,989,000    $9.51     1,048,563(1) 

Equity compensation plans not approved by security holders (2)

   —       —       —    

2018.
Plan category 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
 
Weighted average exercise price of outstanding options warrants and rights
(b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security holders (1)
 6,442,741
(2) $5.53
(3) 7,809,048
Equity compensation plans not approved by security holders —
  —
  —
Total 6,442,741
  $5.53
  7,809,048
(1)Represents shares remaining available for future issuance underThe equity compensation plans approved by security holders include the 2008 Plan and 2015 Plan. Also, in the TBO Merger, which was approved by the Company’s stockholders, IDI assumed 960,000 RSUs previously granted to employees of TBO and Interactive Data, including 400,000 RSUs previously granted to Mr. Dubner. These RSUs now represent the right to acquire IDI’s common stock, and such RSUs are not included in the table above.
(2)DoesIncludes 3,831,965 shares of RSUs and restricted stock to be issued upon the vesting of such RSUs and restricted stock.
(3)The weighted-average exercise price does not include 12,312,000reflect the shares that will be issued in connection with the vesting of RSUs subject to stockholder approval pursuant to Proposals 2, 3 and 4.restricted stock, since RSUs and restricted stock have no exercise price.

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New 2015 Plan Benefits

The following table sets forth information regarding awards that have been made pursuant to the 2015 Plan from April 30, 2015 through April 13, 2016 to the individuals and groups listed. All of these awards are subject to stockholder approval of the 2015 Plan and ratification of the awards. If stockholder approval is not obtained then the recipients will not receive the awards granted at this time.

Name

 

Position

 Grant Date
Fair Value
of RSUs		  Number
of RSUs		  Grant Date
Fair Value of
Options		  Number
of Options		 

Derek Dubner

 Chief Executive Officer $5,165,000    500,000   $—      —    

James Reilly

 President and Chief Operating Officer $5,165,000    500,000   $—      —    

Aaron Solomon

 Interim Chief Financial Officer $516,500    50,000   $—      —    

Peter Tan

 Co-Chief Executive Officer $—      —     $—      —    

Michael Brauser

 Executive Chairman $—      —     $—      —    

Jacky Wang

 Chief Accounting Officer $—      —     $—      —    

Executive Officer Group (3 persons)

  $10,846,500    1,050,000    —      —    

Non-Executive Director Group (7 persons)

  $1,854,650    185,000    —      —    

Non-Executive Employee and Others Group

  $27,053,450    3,077,000    369,809    85,000  

Vote Required and Board Recommendation

Approval of the 2015 Plan increase and ratification of awards made subject to approval of the 2015 Plan increase require the affirmative vote of a majority of votes cast on the proposal at the Meeting.

The Board unanimously recommends a vote“FOR” approval of the increase in the number of shares available for issuance under the IDI, Inc. 2015 Stock Incentive Plan and ratification of awards made subject to such increase.

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Proposal



PROPOSAL 3

APPROVAL OF RSU GRANT TO OUR EXECUTIVE CHAIRMAN

On November 16, 2015, the Compensation Committee approved an employment agreement between the Company and our Executive Chairman, Michael Brauser (the “Brauser Employment Agreement”), including a proposed grant under the Brauser Employment Agreement of 5,000,000 restricted stock units (the “Brauser RSUs”). The Brauser RSUs are being granted outside the 2015 Plan, and as such must be approved by stockholders at the Meeting separately from the 2015 Plan increase, which is the subject of Proposal 2.

The Brauser RSUs vest in four equal annual installments beginning on the first anniversary of the grant date, provided that during any fiscal year in which the Brauser RSUs are outstanding, gross revenue is determined in accordance with the Company’s audited financial statements in excess of $100.0 million for any one fiscal year and positive EBITDA is also determined based on the Company’s audited financial statements for such fiscal year, after subtracting all charges for equity compensation paid to executives or other service providers to the Company (collectively, the “Vesting Conditions”), and provided further that the grant is approved by stockholders at the Meeting.

Mr. Brauser has served as a director and Executive Chairman of the Company since June 2015. In his capacity as Executive Chairman, Mr. Brauser is responsible for leadership of the Board, including setting its agenda and ensuring effectiveness in accomplishing the Company’s strategic plans, leading the Company in forging and nurturing relationships with various parties, including significant shareholders, financial institutions, and strategic alliances, as well as for certifying our annual and quarterly reports filed with the Securities and Exchange Commission. For his service, Mr. Brauser receives an annual salary of $25,000. As such, the Compensation Committee believes the award of 5,000,000 RSUs is appropriate in light of Mr. Brauser’s service to the Company, his significant contributions to the transformation of the Company during 2015, including completing the TBO Merger and identifying, structuring and ultimately closing the Fluent Acquisition.

Vote Required and Board Recommendation

Approval of the Brauser RSU grant requires the affirmative vote of a majority of votes cast on the proposal at the Meeting.

The Board unanimously recommends a vote“FOR” approval of the Brauser RSU grant.

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Proposal 4

APPROVAL OF RSU GRANT TO OUR VICE CHAIRMAN

On December 8, 2015, the Compensation Committee approved a grant of RSUs to our Vice Chairman, Phillip Frost (the “Frost Grant”), of 3,000,000 restricted stock units (the “Frost RSUs”). The Frost RSUs are being granted outside the 2015 Plan, and as such must be approved by stockholders at the Meeting separately from the 2015 Plan increase, which is the subject of Proposal 2.

The Frost RSUs will vest immediately provided that the grant is approved by stockholders at the Meeting. Dr. Frost is a prominent and seasoned executive and the Compensation Committee believes his knowledge, experience, and vision will significantly benefit the strategic direction of the Company. As such, the Compensation Committee believes the award of 3,000,000 RSUs is appropriate at this time.

Vote Required and Board Recommendation

Approval of the Frost RSU grant requires the affirmative vote of a majority of votes cast on the proposal at the Meeting.

The Board unanimously recommends a vote“FOR” approval of the Frost RSU grant.

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Proposal 5

NON-BINDING ADVISORY VOTE

“SAY ON PAY”

The SEC rulesDodd-Frank Wall Street Reform and regulationsConsumer Protection Act, enacted in July 2010, and Section 14A of the Securities Exchange Act of 1934, require all public companiesthat we provide our stockholders with the opportunity to hold a nonbinding advisory stockholder vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement as described in the Compensation Discussion and Analysis, the executive compensation tables and any related informationthe narrative discussion in each such company’s proxy statementaccordance with the compensation disclosure rules of the SEC (commonly known as a “Say on Pay” proposal). At the Meeting, the Company will present its Say on Pay proposal for approval.

This Say on Pay proposal is set forth in the following resolution:

RESOLVED, that the stockholders of IDI,Fluent, Inc. approve, on an advisory basis, the compensation of its named executive officer,officers, as disclosed in the IDI,Fluent, Inc. Proxy Statement for the 20162019 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the information included in the compensation tables, the potential payments upon termination or change in control table and any related information found in the proxy statement of IDI,Fluent, Inc.

Because your vote on this proposal is advisory, it will not be binding on the Board, the Compensation Committee, or the Company. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Role of Stockholder Say on Pay Votes
The Board, Compensation Committee, and management value the opinions of our stockholders. We provide our stockholders with the opportunity to cast an advisory vote to approve named executive officer compensation, including compensation that may be paid in connection with a change in control or a termination. At our annual meeting of stockholders held in June 2018, approximately 97.1% of the stockholders who voted on the Say on Pay proposal voted in favor of the compensation of our named executive officers as disclosed in our 2018 proxy statement. Although the advisory Say On Pay vote is non-binding, our Compensation Committee has considered the outcome of the vote and determined not to make material changes to our executive compensation programs because the Compensation Committee believes this advisory vote indicates considerable stockholder support for our approach to executive compensation. Our Compensation Committee will continue to consider the outcome of our Say on Pay votes when making future compensation decisions for our named executive officers.
Vote Required and Board Recommendation

The advisory vote on the Say on Pay proposal requires the affirmative vote of the holders of a majority of thein voting power of the issued and outstandingshares of common stock of the Company entitled to vote,which are present in person or represented by proxy at the Annual Meeting.

Meeting and entitled to vote.

The Board unanimously recommends a vote “FOR” the Say on Pay proposal.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth certain information regarding the beneficial ownership of common stock of the Company as of April 13, 2016 (the “Record Date”)26, 2019 (or such other date as provided below), by (i) all current directors, (ii) all named executive officers, (ii) all current executive officers (iii) all current directors, (iv) all current executive officers and directors of the Company as a group, and (iv)(v) each person known by the Company to beneficially own in excess of 5% of the Company’s outstanding common stock. Unless noted otherwise, the corporate address of each person listed below is 2650 North Military Trail, Suite 300 Boca Raton, Florida 33431.

Vesey Street, 9th Floor, New York, New York 10282.

The Company does not know of any other beneficial owner of more than 5% of the outstanding shares of common stock other than as shown below. Unless otherwise indicated below, each stockholder has sole voting and investment power with respect to the shares beneficially owned.

Current Named Executive Officers and Current Directors/Nominees 
Common Stock
Beneficially Owned
 
Percentage of
Common Stock
Beneficially
Owned (1)
 
Current Named Executive Officers:     
Ryan Schulke 9,199,932
(2)12.0% 
Matthew Conlin 7,984,129
(3)10.4% 
Alexander Mandel —
(4)*
 
Donald Patrick 108,334
(5)*
 
Current Directors/Nominees:     
Peter Benz 118,334
(6)*
 
Andrew Frawley 8,334
(7)*
 
Donald Mathis 58,334
(8)*
 
All current Directors and Executive Officers as a group (7 persons) 15,477,397
(9)20.2%(9)
5% Holders:     
Dr. Phillip Frost 18,784,874
(10)24.5% 
JB Capital Partners, L.P. 5,266,219
(11)6.9% 
Wellington Trust Company, National Association

 4,910,780
(12)6.4% 

Named Executive Officers, Directors and Nominees

Common Stock
Beneficially Owned		Percentage of
Common Stock
Beneficially
Owned (1)

Michael Brauser(2)

3,145,925(3)6.7% 

Derek Dubner(4)

48,846(5)*

James Reilly

31,338(6)*

Aaron Solomon

14,476(7)*

Jacky Wang

35,400(8)*

Dr. Phillip Frost

13,417,973(9)28.6% 

Steven D. Rubin

220,255(10)*

Robert N. Fried

367,338(11)*

Ryan Schulke (12)

7,853,900(13)16.7% 

Donald Mathis

—  *

Robert Swayman

21,464(14)*

Peter Benz

18,334(15)*

Daniel MacLachlan

2,000(16)*

All directors and executive officers as a group (13 persons)

25,177,249(19)53.6% 

Peter Tan(18)

446,279(17)*

5% Holders

Frost Gamma Investment Trust

13,417,973(20)28.6% 

Matthew Conlin

7,325,200(21)15.6% 

*The person beneficially owns less than 1% of IDI’sthe Company’s outstanding common shares.
(1)Based on 46,924,18376,533,036 shares of common stock outstanding at the Record Date.April 26, 2018.
(2)Mr. Brauser’s shares do not include (i) 2,000,000 Restricted Stock Units (“RSUs”) owned by Marlin Capital, of which Mr. Brauser isSchulke also serves a manager and (ii) 5,154,167 unvested RSUs in Mr. Brauser’s name. 500,000director of the Marlin RSUs are vested as of the Record Date but subject to deferred delivery.
(3)Mr. Brauser’s shares include (i) 2,061,945 shares held by Grander Holdings, Inc. 401K, of which Mr. Brauser is the trustee, (ii) 954,116 shares held by Birchtree Capital, LLC, of which Mr. Brauser is the manager, (iii) 121,734 shares held by Mr. Brauser directly, and (iv) 16,259 shares held directly through BSIG, LLC of which Mr. Brauser owns a 50% interest. Mr. Brauser disclaims beneficial ownership of these shares except to the extent of any pecuniary interest he may have.
(4)Mr. Dubner served as our Co-Chief Executive Officer from March 21, 2015 until March 9, 2016, when he was named Chief Executive Officer.
(5)Mr. Dubner’s shares do not include 116,666 unvested RSUs that vest in two equal annual installments beginning on March 21, 2017, and 400,000 RSUs granted to Mr. Dubner by TBO and assumed by IDI in the TBO Merger. The RSUs represent the right to receive shares of IDI common stock. 300,000 of these RSUs are vested as of the Record Date but subject to deferred delivery.

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(6)Mr. Reilly’s shares do not include 83,333 unvested RSUs that vest in two equal annual installments beginning on March 21, 2017, and 200,000 RSUs granted to Mr. Reilly by TBO and assumed by IDI in the TBO Merger. The RSUs represent the right to receive shares of IDI common stock. 150,000 of these RSUs are vested as of the Record Date but subject to deferred delivery.
(7)Mr. Solomon’s shares do not include 33,333 unvested RSUs that vest in two equal annual installments beginning on March 21, 2017.
(8)Mr. Wang’s shares do not include 45,000 unvested RSUs that vest in three equal annual installments on beginning on August 1, 2016.
(9)Dr. Frost’s shares do not include 3,000,000 unvested RSUs owned by Frost Gamma Investment Trust (“Frost Gamma”).
(10)Mr. Rubin’s shares include vested options to purchase 32,000 shares of common stock, and do not include 50,000 unvested RSUs that vest in two equal annual installments beginning on March 21, 2017.
(11)Mr. Fried’s shares include vested options to purchase 32,000 shares of common stock, and do not include 33,333 unvested RSUs that vest in two equal annual installments beginning on March 21, 2017.
(12)Mr. Schulke was appointed a director on December 8, 2015, concurrent with the Fluent Acquisition.
(13)Company. Mr. Schulke’s shares include (i) 5,893,9007,199,932 shares held directly, and (ii) 2,000,000 shares held by RSMC Partners, LLC, of which Mr. Schulke is a member.member, and do not include (i) 550,000 RSUs that vest over a three-year period of 30% on January 1, 2017, 30% on January 1, 2018 and 40% on January 1, 2019 but are subject to deferred delivery, (ii) 50,000 RSUs that vest in three annual installments beginning on February 1, 2018 but are subject to deferred delivery, (iii) 80,000 RSUs that vest in three annual installments beginning on March 1, 2019 but are subject to deferred delivery, and (iv) 320,000 deferred stock units that vested on March 27, 2018, subject to deferred delivery in two annual installments beginning on March 27, 2020. Mr. Schulke disclaimsmay be deemed to have shared voting control over the shares owned by Dr. Frost and Frost Gamma Investments Trust ("Frost Gamma") by virtue of a Stockholders’ Agreement entered into in connection with the Spin-off, pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of Mr. Schulke’s nominees for the the Company’s board of directors. This table does not reflect Mr. Schulke's ownership interest in these shares. If Mr. Schulke were deemed to have a beneficial ownership interest in these shares, Mr. Schulke would own 27,984,806 shares, or 36.6% of the Company's outstanding common shares.
(3)Mr. Conlin also serves as a director of the Company. Mr. Conlin’s shares include (i) 5,300,229 shares held directly, (ii) 2,000,000 shares held by RSMC Partners, LLC, except to the extent of any pecuniary interest he may have.
(14)Mr. Swayman’s shares include 13,334 RSUs that are expected to vest on June 16, 2016, 16,259 shares held directly through BSIG, LLC of which Mr. Swayman ownsConlin is a 50% interest,member, (iii) 663,900 shares held by GRAT, and (iv) 20,000 shares held by the Conlin Family Foundation Trust, and do not include (i) 550,000 RSUs that vest over a three-year period of 30% on January 1, 2017, 30% on January 1, 2018 and 40% on January 1, 2019 but are subject to deferred delivery, (ii) 50,000 RSUs that vest in three annual installments beginning on February 1, 2018 but are subject to deferred delivery, (iii) 80,000 RSUs that vest in three annual installments beginning on March 1, 2019 but are subject to deferred delivery, and (iv) 320,000 deferred stock units that vested on March 27, 2018, subject to deferred delivery in two annual installments beginning on March 27, 2020.


(4)Mr. Mandel's shares do not include (i) 75,000 RSUs that vest in three annual installments beginning on February 1, 2020, (ii) 175,000 RSUs that vest in four annual installments, beginning on February 1, 2021, and (iii) 308,000 shares of common stock subject to options exercisable as early as February 1, 2020.
(5)Mr. Patrick’s shares do not include (i) 50,000 RSUs that vest in three annual installments beginning on February 1, 2020, (ii) 16,666 unvested RSUs that vest in two equal annual installments beginning on June 16, 2017. Mr. Swayman disclaims beneficial ownershipMarch 1, 2020, (iii) 50,000 deferred stock units that vested on March 27, 2018, subject to deferred delivery in two annual installments beginning on March 27, 2020, (iv) 225,000 RSUs that vest in four annual installments, beginning on February 1, 2021, and (v) 396,000 shares of the shares held by BSIG, LLC exceptcommon stock subject to the extent of any pecuniary interest he may have.options exercisable as early as February 1, 2020.
(15)
(6)Mr. Benz’s shares include 18,334 RSUs that are expected to vest on June 16, 2016, and do not include 16,666 unvested RSUs that vest in two equal annual installments beginning on June 16, 2017.March 27, 2020.
(16)
(7)Mr. MacLachlan’s shares include 2,000 shares held in an IRA. Mr. MacLachlan’sFrawley’s shares do not include 100,00016,666 RSUs granted to Mr. Maclachlan by TBO and assumed by IDIthat vest in the Merger, of which 68,750 are vested as of the Record Date but subject to deferred delivery. All RSUs represent the right to receive shares of IDI common stock.two annual installments beginning on March 27, 2020.
(17)
(8)Mr. Tan served as our Co-Chief Executive Officer untilMathis’ shares do not include 16,666 RSUs that vest in two annual installments beginning on March 9, 2016.27, 2020.
(18)Includes (i) 329,800
(9)The 2,000,000 shares held RSMC Partners, LLC, which are deemed beneficially owned by both Mr. Schulke and Mr. Conlin, are counted only once for this calculation.
(10)Dr. Frost’s shares include 18,734,874 owned by Frost Gamma and 50,000 shares held by TGC Partners Limited of which Mr. Tan isDr. Frost directly, based on the sole member and management director and (ii) 1,929 shares held by TGC Financial Partners Limited (“TGC Partners”), of which Mr. Tan owns 51%. Also includes vested options to purchase 115,000 shares of common stock.
(19)Includes vested options to purchase 189,000 shares of common stock.
(20)Based on a Schedule 13D/A filed with the SEC on March 29, 2015.by Dr. Frost and Frost Gamma beneficially owns 13,417,973 shares.on February 14, 2019. Dr. Frost is the trustee of Frost Gamma. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. Frost Gamma’s address is 4400 Biscayne Blvd., Suite 1500, Miami, FL 33137. Dr. Frost and Frost Gamma may be deemed to share voting control of these shares with Mr. Schulke by virtue of the Stockholders' Agreement described in Note (2) above.
(21)
(11)Based on the Schedule 13G/A filed by JB Capital Partners, L.P. and Alan W. Weber on February 14, 2019. Mr. Conlin’s shares include (i) 5,305,200 shares held directly, (ii) 20,000 shares held by Conlin Family Foundation Trust in whichWeber is the general partner of JB Capital Partners, L.P. and has shared dispositive power over these shares. The address for Mr. Conlin serves as co-trusteeWeber and (iii) 2,000,000 shares held by RSMCJB Capital Partners, LLC, of which Mr. ConlinL.P. is a member. Mr. Conlin disclaims beneficial ownership of the shares held by RSMC Partners, LLC except to the extent of any pecuniary interest he may have.5 Evans Place, Armonk, NY 10504.

(12)Based on the Schedule 13G filed by Wellington Trust Company, National Association on February 12, 2019. The address for Wellington is 280 Congress Street, Boston, MA 02210.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires directors and executive officers of the Company and ten percent stockholders of the Company to file initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company with the Securities and Exchange Commission.SEC. Directors, executive officers, and ten percent stockholders are required to furnish the

33

Company with copies of all Section 16(a) forms they file. Before the Company completed the domestication to Delaware from the Cayman Islands on March 20, 2015, the Company qualified as a “foreign private issuer” under the rules and regulations of the Securities and Exchange Commission, and as such was no required to comply with Section 16(a). Upon completion of the domestication, the Company no longer qualified as a foreign private issuer and immediately began filing reports required of a domestic issuer, including, with respect to its officers and directors, Section 16(a).

To the Company’s knowledge, based solely on a review of copies of such reports furnished to the Company during and/or with respect to the year that ended on December 31, 2015,2018, the Company is not aware of any late or delinquent filings required under Section 16(a) of the Exchange Act in respect of the Company’s equity securities, other than (i) Mr. Conlin, who filed two late reports, each with respect to one transaction, (ii) Mr. Mathis, who filed one late report with respect to one transaction, (iii) Mr. Benz, who filed one late report with respect to one transaction, (iv) Mr. Patrick, who filed one late report with respect to one transaction, and (v) Mr. Brauser, who filed one late report with respect to one transaction.

In addition, Mr. Brauser and certain of his affiliates may have been obligated to file reports under Section 16 for any transactions that occurred between August 15, 2018 and November 6, 2018, when a Form 3 whichStockholders’ Agreement entered into with Ryan Schulke, Matthew Conlin, their respective affiliates, and certain others in connection with the Spin-Off was terminated. The Company does not know how many reports or how many transactions may not have been filed late by one business day by Donald Mathis.

or reported.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Audit Committee reviews and approves transactions in which IDIthe Company was or is to be a participant, wherein which the amount involved exceeded or will exceed the lesser of $120,000 annuallyor one percent of the average of the Company's total assets at year-end for the last two completed fiscal years, and in which any of its directors, executive officers or their immediate family members had or will have a direct or indirect material interest. IDIThe Company has a written policy stating that the Audit Committee is responsible for reviewing and, if appropriate, approving or ratifying any related party transactions. The related party transaction will not be approved unless at a minimum it is for IDI’sthe Company’s benefit and is upon terms no less favorable to the companyCompany than if the related party transaction was with an unrelated third party.

Interest in


Business Consulting Agreement

Effective October 14, 2014, pursuant to a business consulting agreement (the "Business Consulting Agreement"), Marlin Capital Investments, LLC ("Marlin Capital"), a company of which Michael Brauser, the TBO Merger — Frost Gamma Investments Trust

PriorCompany's Executive Chairman prior to the TBO Merger, but after giving effectSpin-off, owned 50% of and was one of two managers, held RSUs representing the right to the Company’s March 19, 2015 1-for-5 reverse split, Frost Gamma owned 2,144,275 shares of IDI, representing 29.4% of the IDI’s outstanding ordinary shares. In addition, on March 21, 2015, after giving effect to a TBO recapitalization, Frost Gamma owned 80,000 shares of TBO common stock, 640,000 shares of TBO Series C Preferred Stock, and 4,000 shares of TBO Series D Preferred Stock, which resulted in IDI issuing to Frost Gamma 2,660,309 shares of Company common stock at closing, and an additional 900,108receive 2,000,000 shares of the CompanyCompany's common stock, subjectfor consulting services provided by Marlin Capital. These RSUs were to an earn out. As a result, following the TBO Merger, Frost Gamma owned 34.6% of the Company’s common stock at closing and 38.6% of the Company’s common stock assuming the earn out shares are earned.

Phillip Frost, M.D.

On December 8,vest annually beginning from October 13, 2015 Phillip Frost, M.D., was appointed as a directoronly if certain performance goals of the Company to fill the Board seat vacated by Daniel Brauser, andwere met. The shares underlying such RSUs would not have been delivered until October 13, 2018, unless there was named Vice Chairmana change of control of the Board. Upon his appointment toCompany, termination of the Company’s Board, Dr. Frost was granted 3,000,000 RSUs, subject to stockholder approval.

Financing — Frost Gamma Investments Trust

On November 16, 2015, approximately $7.0 million of gross proceeds was raised pursuant to a Securities Purchase Agreement (the “FGIT Securities Purchase Agreement”) betweenagreement by the Company and Frost Gamma. Frost Gamma received (i) 20,990 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred”) and (ii) warrants to purchase up to 524,750 shareswithout cause, or termination of the Company’s common stock, with an exercise priceagreement by Marlin Capital for good reason. The Company determined the performance goals were met as of $6.67 per share.

December 31, 2015. On November 16, 2015,March 12, 2018, the Company entered intoterminated the Stock Purchase Agreement with Frost Gamma providing forBusiness Consulting Agreement. The unvested 500,000 shares were accelerated, and related share-based compensation expense of $906,000 was recognized during the salefirst quarter of 119,940 shares of Series B Preferred to Frost Gamma, in exchange for $40.0 million (the “FGIT Stock Purchase Agreement”). Each share of Series B Preferred has automatically converted into 50 shares of common stock, on February 22, 2016. The sale was completed in connection with the Fluent Acquisition on December 8, 2015.

34

Bridge Loans

2018.


Promissory Notes

On December 8, 2015, the Company entered into and consummated bridge loansthe promissory notes financing (the "Promissory Notes"), with eachan interest rate of 10% per annum, with certain investors, for aggregate financing of $10.0 million, consisting of $5.0 million from Frost Gamma, $4.0 million from Michael Brauser, and $1.0 million from another investor. On March 26, 2018, as part of the refinancing associated with the Spin-off of Red Violet, the principal amount plus accrued payment-in-kind ("PIK") interest of the Promissory Notes owing to Frost Gamma, Michael Brauser and another investor, pursuant to which the Company received a $5.0 million bridge loan from Frost Gamma, a $4.0 million bridge loan from Michael Brauser, and a $1.0 million bridge loan from such other investor, for aggregate bridge financing inof $5,713,000, $4,570,000 and $1,143,000, respectively, was fully repaid.

Consulting Agreement

On September 6, 2017, the amount of $10.0 million.

Business Consulting Agreement — Marlin Capital Investments, LLC

On October 13, 2014, IDI HoldingsCompany entered into a business consulting services agreement with Marlin CapitalMichael Brauser, effective as of June 23, 2017 (the "Consulting Agreement"), for a term of four years, (the “Marlin Consulting Agreement”). Michaelunder which Mr. Brauser served as a strategic adviser to the Company’s Executive Chairman, is a 50% owner and one of two managers of Marlin Capital. UnderCompany but received no salary for such services. In consideration for Mr. Brauser's services, the Marlin Consulting Agreement Marlin Capital serves inprovided for continued vesting of all outstanding RSUs granted to Mr. Brauser under his employment agreement with the capacityCompany effective as of a strategic advisor to TBONovember 16, 2015. Share-based compensation expense of $302,000 and provides services such as recommendations on organizational structure, capital structure, future financing needs, and business strategy. The Marlin$1,742,000, associated with the Consulting Agreement, provideswas recognized for equitythe twelve months ended December 31, 2018 and 2017, respectively. In addition, upon the acceleration, the remaining unvested 2,500,000 shares were accelerated, and related share-based compensation issued to Marlin inexpense of $6,468,000 was recognized during the amountfirst quarter of 2,000,000 RSUs2018. The Consulting Agreement was terminated upon the Spin-off of TBO. IDI assumed these RSUs in the TBO Merger and the RSUs represent the right to receive 2,000,000 shares of IDI common stock. The RSUs vest on four equal annual installments beginning October 13, 2015 only if certain performance goals of IDI are met. The performance goals of IDI were met in January 2016. The shares underlying such RSUs will not be delivered until October 13, 2018, unless there is a change of control of IDI.

DAB Management Group

Red Violet.


Others

Effective on August 1, 2015, IDIthe Company entered into a consulting agreement with DAB Management Group Inc. (“DAB”("DAB"), for DAB to provide consulting services related to business development, future acquisition and strategic transactions for a term of six months, and shall automatically renew for additional six-month periods, unless either party provides written notice to the other of its intent not to renew not fewer than 30 days prior to the expiration of the then current term (the “DAB Agreement”"DAB Agreement"). DAB is owned by Daniel Brauser, a former director of the Company at the time the DAB Agreement was entered into and the son of Executive Chairman, Michael Brauser. Under the DAB Agreement, the consulting service fee iswas $20,000 per month. TotalThe Company recognized consulting service fees of $100,000 were paid during$60,000 and $240,000 for the yeartwelve months ended December 31, 2015.

Warrant Exchange

Effective on March 11, 2016,2018 and 2017, respectively. The DAB Agreement was terminated upon the Board approvedSpin-off of Red Violet.


HOUSEHOLDING
As permitted by rules adopted by the issuanceSEC, we are delivering a single Notice of an aggregateInternet Availability of 1,069,728 shares of common stock in exchange for warrantsProxy Materials, annual report and proxy statement, as applicable, to purchase shares of common stock previously issued to fourany household at which two or more stockholders reside if we believe the stockholders are members of the Company, including 524,750 shares to Frost Gamma. No additional consideration was paidsame family, unless otherwise instructed by one or more of the stockholders and the warrants were, orstockholders. We will be cancelled,promptly deliver separate copies of these documents upon the exchange.

Other

Beginning in June 2015, the Company began paying monthly rental paymentswritten or oral request of $5,000 on behalf of Grander Holdings, Inc., an entity owned by Michael Brauser, the Company’s Executive Chairman, forany stockholders at a portion of its office lease at 4400 Biscayne Blvd, Miami, Florida 33137,shared address to Frost Real Estate Holdings, LLC, an entity controlled by Dr. Phillip Frost,which a significant shareholder in the Company at the timesingle copy of the agreementdocuments were delivered.

If your household received a single set of any of these documents, but you would prefer to receive your own copy, or if you share an address with another stockholder and current Vice Chairmantogether both of you would like to receive only a single set of these documents, please contact Broadridge and inform them of your request by calling them at (866) 540-7095 or writing them at Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Be sure to include your name, the Company. The office is occupied by the Company’s Executive Chairman, as well as corporatename of your brokerage firm and administrative personnel and is used to conduct Company-related business. The Company paid rental fees of $35,000 in total for the year ended December 31, 2015.

In October 2015, the Company entered into a Non-Exclusive Aircraft Dry Lease Agreementyour account number with Brauser Aviation, LLC, an affiliated entity of Michael Brauser, our Executive Chairman, to pay a set hourly rate for Company-related usage of the aircraft. The Company recognized aircraft lease fee of $94,000 in total for the year ended December 31, 2015.

35

Fluent has a vendor agreement with OnBlaze LLC (“OnBlaze”), a company which provides email marketing services for Fluent’s proprietary websites, and in which the spouse of Fluent’s President, Matthew Conlin, is the General Manager and an approximate 5% owner. Through the date of the Fluent Acquisition through December 31, 2015, Fluent paid $13,000 for media services provided and expects to spend approximately $350,000 in media services in 2016.

The brother of Fluent’s President, Matthew Conlin, is employed by Fluent as a sales representative.

your brokerage firm (if applicable).


OTHER MATTERS

A copy of our Form 10-K for the year ended December 31, 2015,2018, without exhibits, is being mailed with this proxy statement. Stockholders are referred to the Form 10-K for financial and other information about the Company.

Additional copies of our Form 10-K for the year ended December 31, 20152018 may be obtained without charge by writing to Joshua Weingard,Daniel Barsky, General Counsel and Corporate Counsel, 2650 North Military Trail, SuiteSecretary, 300 Boca Raton, Florida 33431.Vesey Street, 9th Floor, New York, New York 10282 or by telephone at (646) 669-7272. Exhibits will be furnished upon request. The Securities and Exchange CommissionSEC maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.SEC. The address of such site ishttp://www.sec.gov.

We will pay for preparing, printing and mailing this proxy statement.the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission, but such persons will not receive any special compensation for such services. We will reimburse banks, brokers and other custodians, nominees and fiduciaries for their out-of-pocket costs of sending the proxy materials to our beneficial owners.

36

ANNEX A

AMENDMENT TO THE

IDI, INC.

2015 STOCK INCENTIVE PLAN

WHEREAS, IDI, Inc., a Delaware corporation (the “Company”) currently maintains and sponsors the IDI, Inc. 2015 Stock Incentive Plan (the “Plan”); and

WHEREAS, Section 14(k)

As of the Plan provides that the Boarddate of the Directorsfiling of the Company (“Board”) may amend the Plan from time to time; and

WHEREAS, the Board has determined itthis Proxy Statement, we are not aware of any matters to be raised at the Meeting other than those referred to in its best interests to amendthis Proxy Statement. If other matters are properly presented at the Plan as set forth herein; and

NOW, THEREFORE, effective uponMeeting for consideration, the Company’s Stockholders’ approval as set forthpersons named in Section 14(k)the form of the Plan, the following amendment to the Plan is hereby adopted:

The last sentence of Section 5(a) of the Plan shall be amended and restated to read as follows:

“The total number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall be 12,500,000.

Section 5(b) of the Plan shall be amended and restated to read as follows:

“Certain Limitations on Specific Types of Awards.The granting of Awards under this Plan shall be subject to the following limitations:

(i) With respect toproxy will vote the shares of Common Stock issuable pursuant to this Section, a maximum of 12,500,000 of such shares may be subject to grants of Incentive Stock Options;

(ii) With respect to the shares of Common Stock issuable pursuant to this Section, a maximum of 12,500,000 of such shares may be issued in connection with Awards, other than Stock Options and Stock Appreciation Rights, that are settled in Common Stock;

(iii) With respect to the shares of Common Stock issuable pursuant to this Section, a maximum of 12,500,000 of such shares may be subject to grants of Options or Stock Appreciation Rights to any one Eligible Individual during any one fiscal year;

(iv) With respect to the shares of Common Stock issuable pursuant to this Section, a maximum of 12,500,000 of such shares may be subject to grants of Performance Shares, Restricted Stock, Restricted Stock Units and Awards of Common Stock to any one Eligible Individual during any one fiscal year; and

(v) The maximum value at Grant Date of grants of Performance Units which may be granted to any one Eligible Individual during any one fiscal year shall be $1,000,000.”

Except as modified by this Amendment, all of the terms and conditions of the Plan shall remain valid and in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this instrument as of the      day of                      2016, on behalf of the Company.

IDI, INC.
By:
Name:
Title:

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

Vote by Internet 24 Hours a Day, 7 Days a Week or by Mail

IDI, INC.As a stockholder of IDI, Inc., you have the option of voting your shares electronically through the Internet, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet must be received by 7:00 p.m., Eastern Time, on May 31, 2016.

LOGO

INTERNET/MOBILE

www.cstproxyvote.com

Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.

LOGO

MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

PLEASE DO NOT RETURN THE PROXY CARD IF YOU    

ARE VOTING ELECTRONICALLY.    

p FOLD HERE● DO NOT SEPARATE● INSERT IN ENVELOPE PROVIDEDp

PROXY

Please mark

your votes

like this

x

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH DIRECTOR NOMINEE LISTED AND “FOR” EACH OF PROPOSALS 2, 3, 4 AND 5.

Proposal 1 – To elect the nine (9) directors listed below to IDI’s Board of Directors to serve for a one year term until IDI’s 2017 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

FOR ALL

Nominees

¨

  WITHHELD As

  to All Nominees

¨

NOMINEES:

(01)    Michael Brauser

(02)    Dr. Phillip Frost

(03)    Derek Dubner

(04)    Ryan Schulke

(05)    Peter Benz

(06)    Robert N. Fried

(07)    Donald Mathis

(08)    Steven D. Rubin

(09)    Robert Swayman

Proposal 3 – To approve an award of restricted stock units to our Executive Chairman.

FOR

¨

AGAINST

¨

ABSTAIN

¨

Proposal 4 – To approve an award of restricted stock units to our Vice Chairman.

FOR

¨

AGAINST

¨

ABSTAIN

¨

Proposal 5 – Advisory approval of IDI’s 2015 executive compensation.

FOR

¨

AGAINST

¨

ABSTAIN

¨

¨

Please check the box if you plan on attending the Annual Meeting.

(Instruction: To withhold authority to vote for any individual nominee, mark “FOR ALL Nominees” and then strike a line through that nominee’s name in the list above)

Proposal 2 – To approve an amendment to the IDI, Inc. 2015 Stock Incentive Plan (“2015 Plan”) to increase the number of shares available for issuance under the 2015 Plan and ratify awards made under the 2015 Plan.

FOR

¨

AGAINST

¨

ABSTAIN

¨

IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED AND EMPOWERED TO VOTE UPON OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF STOCKHOLDERS AND ALL CONTINUATIONS, ADJOURNMENTS OR POSTPONEMENTS THEREOF.

COMPANY ID:

PROXY NUMBER:

ACCOUNT NUMBER:

SignatureSignature, if held jointlyDate, 2016.

Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

Important Notice Regarding the Availability of Materials for the Annual

Meeting of Stockholders to be held June 1, 2016

The Notice of the Annual Meeting of Stockholders, the Proxy Statement

and our Annual Report on Form 10-K for the year ended December 31, 2015

are available at http://www.ididata.com

p FOLD HERE● DO NOT SEPARATE● INSERT IN ENVELOPE PROVIDEDp

PROXY

IDI, INC.

2650 North Military Trail, Suite 300

Boca Raton, Florida 33431

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

2016 ANNUAL MEETING OF STOCKHOLDERS

JUNE 1, 2016 (3:00 P.M. EASTERN TIME)

The undersigned hereby appoints Derek Dubner and Joshua Weingard and each of them severally, as proxies of the undersigned, each with full power to appoint his substitute, tothey represent the undersigned at the Annual Meeting (the “Meeting”) of Stockholders of IDI, Inc. (the “Company”) to be held on June 1, 2016 (3:00 p.m. Eastern Time) at2650 North Military Trail, Suite 300, Boca Raton, Florida33431, and at any adjournments thereof, and to vote all ordinary shares of the Company held of record by the undersigned at the close of business on April 13, 2016 in accordance with the instructions set forth on this proxy card and, in their discretion, to vote such shares on any other business as may properly come before the Meeting and on matters incident to the conduct of the Meeting. Any proxy heretofore given by the undersigned with respect to such ordinary shares is hereby revoked.

PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE

AND RETURN IT IN THE ENCLOSED ENVELOPE

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE REVERSE SIDE. IF THIS PROXY IS EXECUTED BUT NO VOTING INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE DIRECTOR NOMINEES AND FOR PROPOSALS 2, 3, 4 AND 5.

(Continued and to be marked, dated and signed, on the other side)

discretion.



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