The Board believes Mr. Conlin, one of our co-founders, with his experience as Chief Customer Officer of Fluent Inc., and Fluent, LLC, the Company’s operating subsidiary, and his tenure as President of Fluent, LLC from inception until 2021, provides valuable business, industry, and management advice to the Board. 

●         Serves as Vice-President, Global Policy and Standards of Google, leading a team of policy professionals responsible for writing and implementing content and behavioral policy, since December, 2014.

●         Served as Chief Legal Officer for Epic Media, Inc., a performance-based advertising network, from September, 2007 through November, 2012.

●         Served as CEO of Online Intelligence, a technology start-up, from 2011 to 2012.

●         Served as General Counsel for Red Spark, Inc., a diversified marketing and software development platform, from November 2012 through November 2014.

●         Served as Chief Legal Officer for private equity backed Edison Schools, Inc. from December, 1998 to June, 2007.

●         Serves on the board of advisors to CapitalG, Google’s independent growth fund, since 2022.

●         Serves on the Board of Visitors for The Georgetown University Law Center, since June, 2022.

●        Co-founder of Trilogy Films, an award-winning independent film and television production company.

●         B.A. in American Civilization from Brown University in 1989.

●         J.D. from the Georgetown University Law Center in 1995.

Biographical Information About Our Nominees

Ryan Schulke, 38, has served as a director of the Company since December 2015 and has served as the Chief Executive Officer of the Company since March 26, 2018. Mr. Schulke co-founded Fluent, LLC in 2010 and has served as Chairman and Chief Executive Officer of Fluent, LLC since its inception. Before merging with the Company in 2015, Fluent, LLC was privately held. Fluent, LLC is now a 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 Board believes Mr. Schulke’s experience as Chief Executive Officer of Fluent, LLC, the Company’s operating subsidiary, provides valuable business, industry, and management advice to the Board.

Matthew Conlin, 37, has served as a director and President of the Company since March 26, 2018. Together with Mr. Schulke, 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.

Donald Mathis, 55, has served as director of the Company since December 2015. Since July 2017, Mr. Mathis has been the general manager of Growth at Comcast NBC Universal. Since April 2017, he has been the chief executive officer and co-founder of Echelon AI, a New York-based privately held 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 Chicago-based growth private equity fund, which he joined in January 2017. In addition, Mr. Mathis has served as a senior adviser and director since April 2016 of the initiative for Digital Counterterrorism (iDCT), a public-private consortium and non-governmental organization focused on countering violent extremism and terrorist recruitment in the digital domain. Mr. Mathis has served since 2013 on the board of advisers 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 executive chairman and director of Online Intelligence, a privately held digital security firm specializing in brand protection and traffic integrity 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 a Master of Business Administration from the Harvard Business School and is a Commander in the U.S. Navy (currently inactive reserve).

	Barbara Shattuck Kohn, 73 Independent Director Director since 2019		●         Principal at Hammond Hanlon Camp LLC, a strategic advisory and investment banking firm from 2012 to 2018. ●         Director of PENN Entertainment, a provider of integrated entertainment sports content and casino gaming, since 2004, where she serves as Lead Independent Director and as Chair of the Compensation Committee and a member of the Audit Committee. ●         Director of Emblem Health, one of the nation's largest nonprofit health plans since 2018. ●         Bachelor of Arts from Connecticut College. ●         Attended New York University Business School.
	Discussion of individual experience, qualifications, attributes, and skills		The Board believes Ms. Shattuck Kohn’s significant financial expertise and experience as a director of other public companies strengthens the Board’s collective qualifications, skills, and experience.
	Donald Mathis, 57 Independent Director Director since 2015		●         Senior Vice President, Strategic Development at Comcast NBC Universal from 2017 to 2022. ●         Member of Board of Advisors of Omniangle Technologies, a privately held company involved in business intelligence and information security, since 2013. ●         Co-Founder of Echelon AI, a New York-based privately held artificial intelligence start-up from 2015 to 2017. ●         Senior Adviser and Director, Digital Counterterrorism, a public-private consortium and non-governmental organization focused on countering violent extremism and terrorist recruitment in the digital domain from 2016 to 2019. ●         Chief Executive Officer and Co-Founder of Kinetic Social, a social media agency, from October 2011 through April 2016. ●         Director and Advisor, The AI Fund, LLC, a venture studio that works with entrepreneurs to grow companies, since 2022. ●         Director and Advisor, Twenty30 Health, LLC, a technology enabled, patient multimodal approach for the delivery of obesity care, since 2022. ●         Master of Business Administration from the Harvard Business School. ●         Commander in the U.S. Navy (currently inactive reserve).
	Discussion of individual experience, qualifications, attributes, and skills		The Board believes Mr. Mathis’ knowledge and experience as chairman and chief executive officer of an artificial intelligence company with a specialty 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. Carla S. Newell, 60, has served as a director of the Company since October 2020. She has served as the Chief Legal Officer and Chief Risk Officer at Ancestry, the global leader in family history and consumer genomics, since September 2016. She has also served as Chair the Ancestry Enterprise Risk Management Committee and served on multiple international subsidiary boards during her time at Ancestry.  From 2014 to 2016, Ms. Newell served as a strategic advisor to emerging companies, such as Ondine Biomedical, a Canadian developer of light-activated photo-disinfection systems for hospitals, and Coalesce, an early stage software company providing AI-based business research and analysis tools. From 2000 to 2014, Ms. Newell served as Operating General Partner at Technology Crossover Ventures ("TCV"), a leading technology-focused venture capital and private equity firm, where she also served as TCV's designated director and member of audit and compensation committees on multiple private company boards. Prior to joining TCV, Ms. Newell was a Partner at Gunderson Dettmer Stough Villeneuve Franklin & Hachigan, a leading technology-focused law firm, from 1996 to 2000, and a Partner and Associate at Gray Cary Ware & Freidenrich, a Silicon Valley and San Diego based law firm that is now a part of DLA Piper, from 1985 to 1996. Ms. Newell earned a Juris Doctorate from The University of Michigan Law School and a Bachelor of Arts in Political Science from the University of Chicago. The Board believes Ms. Newell’s expertise in privacy law, her substantial knowledge and experience working with high-growth technology companies, and her experience serving as a strategic advisor and board and committee member strengthen the Board’s collective qualifications, skills, and experience. Barbara Shattuck Kohn, 70, was a Principal at Hammond Hanlon Camp LLC, a strategic advisory and investment banking firm from 2012 to 2018. She has served as a director of Penn National Gaming, Inc. since 2004, where she serves as a member of the Audit Committee and as Chair of the Compensation Committee and Nominating and Corporate Governance Committee. Ms. Shattuck Kohn also serves as a director of Emblem Health, one of the nation's largest nonprofit health plans. She has previously served as a director of Computer Task Group and a division of Sunlife Financial Corporation. Prior to joining Hammond Hanlon Camp LLC in 2012, Ms. Shattuck Kohn was a Managing Director of Morgan Keegan – Raymond James. Morgan Keegan & Company, Inc. was acquired by Raymond James Financial from Regions Financial Corp. and was the successor to Shattuck Hammond Partners, an investment banking firm Ms. Shattuck Kohn co-founded in 1993. Prior to 1993, she spent 11 years at Cain Brothers, Shattuck & Company, Inc., an investment banking firm she also co-founded. From 1976 to 1982, she was a Vice President of Goldman, Sachs & Co. Ms. Shattuck Kohn began her career as a municipal bond analyst at Standard & Poor's Corporation. The Board believes Ms. Shattuck Kohn’s significant financial expertise and experience as a director of other public companies strengthen the Board’s collective qualifications, skills, and experience.
	Carla S, Newell, 62 Independent Director Director since 2020		●	Chief Administrative Officer and Chief Legal Officer at Sword Health Technologies, a health care company that provides virtual and digital physical therapy, since September 2021.
			●	General Manager at Ancestry DNA from May 2021 to September 2021.
			●	Chief Legal and Risk Officer, Ancestry DNA, from August 2016 to May 2021.
			●	Chair of the Ancestry Enterprise Risk Management Committee and other international subsidiary boards from 2014 to 2016.
			●	Juris Doctorate from The University of Michigan Law School.
			●	Bachelor of Arts in Political Science from the University of Chicago.
	Discussion of individual experience, qualifications, attributes, and skills		The Board believes Ms. Newell’s expertise in privacy law, her substantial knowledge and experience working with high-growth technology companies, and her experience serving as a strategic advisor and board and committee member strengthens the Board’s collective qualifications, skills, and experience.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Involvement in Certain Legal Proceedings

We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years required to be disclosed pursuant to Item 401(f) of Regulation S-K.

There have been no material proceedings to which any director, executive officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associate of any such director, executive officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

Arrangements with Officers and Directors

There are no arrangements or understandings with another person pursuant to which any of our executive officers or directors were selected as an executive officer or director.

Vote Required and Board Recommendation

Under our Bylaws,By-Laws, a nominee for director will be elected to 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 are not counted as a vote cast either “for” or “against” that nominee’s election and therefore have no effect.

The Board approved and adopted a Director Resignation Policy on February 13, 2019 for directors who fail to receive the required number of votes in an uncontested election in accordance with our Bylaws.By-Laws. 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 NominatingCorporate Governance and Corporate GovernanceNominating 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 NominatingCorporate Governance and Corporate GovernanceNominating Committee’s recommendation within 90 days of certification of the vote at the 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 wethe Company will file with the SEC a current reportCurrent 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.

Board Diversity Matrix

The Corporate Governance and Nominating Committee is committed to continuing to identify and recruit highly qualified candidates with diverse experiences, perspectives, and backgrounds to join our Board. We have surveyed our current directors and asked each director to self-identify their race, ethnicity, and gender using one or more of the below categories. The results of this survey are included in the matrix below. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Board Recommendation

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

Director CompensationDIRECTOR COMPENSATION

On April 19, 2018, the Compensation Committee adopted general director compensation practices, which was subsequently amended on February 16, 2021, pursuant to which a non-employee director joining the Board is granted 25,000 RSUs. These60,000 restricted stock units (“RSUs”). The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Additionally, non-employee directors are paid $10,000 quarterly, $10,000 plus $2,500annual fees of $10,000 for the ChairmanChair of the Audit Committee (Mr. Benz through March 31, 2020; Ms. Shattuck Kohn beginning April 1, 2020) and $1,250$5,000 to the ChairmenChair of each of the Compensation Committee (Mr. Mathis) and the Corporate Governance and Nominating Committee. The Compensation Committee (Mr. Frawley during 2020).recommended that the Lead Independent Director receive an annual fee of $5,000. Additionally, on the date of each annual meeting, non-employee directors are granted thesuch number of RSUs representing shares of the Company’s common stock with a grant date value equal to $75,000. The RSUs 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 is determined using the average closing price of our common stock onfor the five trading days before the annual meeting.

On February 16, 2021, the Compensation Committee approved an adjustment to the general director compensation practices, pursuant to which a non-employee director joining the Board is now granted 60,000 RSUs. As a catch-up for the new policy, eachdate of the current non-employee directors were granted 35,000 RSUs as of March 1, 2021.

DIRECTOR COMPENSATION TABLEannual meeting.

The following table provides compensation information for the fiscal year ended December 31, 20202022 for each of our non-employee directors.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee during the year ended December 31, 2020, were Donald Mathis (Chairman), Peter Benz, Andrew Frawley, Carla S. Newell and Barbara Shattuck Kohn. No 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 AND COMMITTEES

Board Meetings; Annual Meeting Attendance; Independence

The Board oversees our business and affairs and monitors the performance of management. The Board meets regularly to review matters affecting our Company 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 2020,2022, the Board held fiveeight meetings and took action by unanimous written consent on threetwo occasions. During 2020,2022, all of our incumbent directors attended at least 75% of the aggregate meetings 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. FourAll of our five then-current directors virtually attended the 2020our 2022 Annual Meeting of Stockholders.

As required by the listing standards of the NASDAQ Stock Market (“NASDAQ”),Nasdaq, a majority of the members of the Board must qualify as “independent,” as affirmatively determined by the Board. Our Board determines director independence based on an analysis of 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 directors that served on the Board during the year ended December 31, 2020,2022, the Board affirmatively determined that Messrs. Benz, Frawley,Mathis, Graff and Mathis,Pfinneger and Mses. Newell and Shattuck Kohn were “independent” directors within the meaning of the NASDAQNasdaq listing standards and applicable law. In addition, the Board of Directors has also determined that each member of the Audit Committee meets the additional criteria for independence of Audit Committee members under Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

As a resultBoard 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 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 reviewcommittees, and particularly the Audit Committee, plays a key 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 in executive sessions 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 relationships ofBoard has full access to management, as well as the ability to engage advisors. The Board receives regular reports from each of its current directors (each a Nominee),standing committees regarding each committee’s particularized areas of focus.

Committees

The standing committees of the Board affirmatively determined that Mr. Mathisare the Audit Committee, the Compensation Committee, and Mses. Newellthe Corporate Governance and Shattuck KohnNominating Committee. In addition to regularly scheduled meetings, the committees also took certain actions taken by unanimous written consent. Written charters for each committee are “independent” directors withinavailable on the meaningCompany’s website at https://investors.fluentco.com/corporate-information/corporate-governance. The Board maintains one ad-hoc committee, the Risk and Compliance Committee to oversee certain specified risk and compliance issues.

Director Nominations Process

Our Corporate Governance and Nominating Committee is responsible for recommending candidates to serve on the Board and its committees. In considering whether to recommend any particular candidate to serve on the Board or its committees or for inclusion in the Board’s slate of recommended director nominees for election at the annual meeting of stockholders, the Corporate Governance and Nominating Committee considers the criteria set forth in the Corporate Governance and Nominating Committee charter. Specifically, the Corporate Governance and Nominating Committee may take into account many factors, including, but not limited to, personal and professional integrity, experience relevant to the Company’s industry, diversity of background and experience including, but not limited to, with respect to gender and ethnicity and any other relevant qualifications, attributes or skills.

Board Diversity Policies

We consider diversity a meaningful factor in identifying director nominees, but do not have a formal diversity policy. The Board evaluates each individual in the context of the NASDAQ listing standardsBoard as a whole, with the objective of assembling a group that has the necessary tools to perform its oversight function effectively in light of the Company’s business and applicable law.structure. In determining whether to recommend a director for re-election, the Corporate Governance and Nominating Committee may also consider potential conflicts of interest with the candidates, other personal and professional pursuits, the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

In identifying prospective director candidates, the Corporate Governance and Nominating Committee may seek referrals from other members of the Board or stockholders. The Corporate Governance and Nominating Committee also may, but need not, retain a third-party search firm in order to assist it in identifying candidates to serve as directors of the Company. The Corporate Governance and Nominating Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Corporate Governance and Nominating Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and 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 at www.fluentco.com on the Investors Relations page under the corporate governanceCorporate Information, 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.

Anti-hedging

As part of our Insider Trading Policy, all of our officers, directors, employees and consultants and family members or others sharing a household with any of the foregoing or who live elsewhere but whose transactions in our securities are directed by such employees, officers and directors or subject to their influence and control are prohibited from engaging in short sales of our securities, any hedging or monetization transactions involving our securities and in transactions involving puts, calls or other derivative securities based on our securities. Our Insider Trading Policy further prohibits employees, officers, directors and consultants from purchasing our securities on margin or pledging our securities as collateral for a loan. As of December 31, 2022, none of our directors or executive officers had pledged any shares of our common stock.

Board Leadership Structure

The Board doesOn July 1, 2021, Donald Patrick who had been our Chief Operating Officer became our Interim Chief Executive Officer and Ryan Schulke, our co-founder and former Chief Executive Officer, became our Chief Strategy Officer and Chairman of the Board.  Mr. Patrick, who is not currently have a Chairman. Mr. Schulke isdirector, became Chief Executive Officer on January 12, 2022.

Effective June 28, 2022, Donald Mathis, an independent Director, was appointed to act as the Lead Independent Director (the "Lead Director") by the independent members of the Board. By appointing a Lead Director independent of management, our Chief Executive Officer and a director. Independent directors head eachChair can focus on our day-to-day business while our Lead Director can play an oversight role with respect to the Board and decisions regarding corporate strategy, management succession, performance and compensation, audit and internal controls, Board composition and functions, and accountability to shareholders. The Lead Director chairs the executive sessions of our Board’s three standing committees (the Audit Committee, the Compensation Committee,independent directors.  Our Chief Executive Officer is the public spokesperson for the Company and communicates with investors and the Corporate Governancepublic and Nominating Committee),leads our quarterly earnings calls.  He also plays a critical role in setting the agenda for the Board and eachfor keeping the Board informed between meetings.  Our Board believes this division of duties and the separation of management from the Board is appropriate, as it enhances the accountability 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 riskChief Executive Officer to the Company, including operational, financial, legalBoard and regulatory, cybersecurity and strategic and reputational risks. In connection with its reviews ofstrengthens 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 in executive sessions 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 committeeindependence of the Board has full access to management, as well as the ability to engage advisors. The Board receives regular reportsof Directors from each of its standing committees regarding each committee’s particularized areas of focus.management.

Committees

The standing committees of the Board are the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee.

Audit Committee.

The members of the Audit Committee during 2020 were Peter Benz (Chair through March 31, 2020), Barbara Shattuck Kohn (Chair beginning April 1, 2020), Andrew Frawley, Donald Mathis and Carla S. Newell, all of whom are (or were) independent directors as determined by the NASDAQ listing standards. Effective April 1, 2020, Mr. Benz resigned from the Company's Board, and the Board has appointed Barbara Shattuck Kohn as the new Chair of the Audit Committee. The Board has determined that Ms. Shattuck Kohn is an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. During 2020, the Audit Committee held six 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 our 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 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 Audit Committee below.

The Board 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 our website at www.fluentco.com on the Investors page under the corporate governance link.

Compensation Committee.

The members of the Compensation Committee during 2020 were Donald Mathis (Chairman), Peter Benz, Andrew Frawley, Carla S. Newell and Barbara Shattuck Kohn, all of whom are independent directors (or were during the term of their service on the Compensation Committee) 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 of the members of the Board or any committee thereof. During 2020, the Compensation Committee held four meetings and took three actions by written consent. The Board has adopted a written charter for the Compensation Committee and reassesses for adequacy on an annual basis. A copy of the Compensation Committee’s charter is located on our website at www.fluentco.com on the Investors page under the corporate governance link.

The Compensation Committee seeks to ensure that the executive pay program reinforces the Company’s compensation philosophy and aligns with the interests of our stockholders. The Compensation Committee also periodically monitors any potential risks associated with the Company’s compensation program and policies.

The Compensation Committee is responsible for reviewing and approving all compensation of the Company's executive officers and for 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 programs 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 in the performance of its duties. In 2018, the Company retained the services of Pay Governance, LLC ("Pay Governance"), an independent compensation consultant. Pay Governance reports directly to the Compensation Committee and communicates with our management team when appropriate. In addition, Pay Governance may seek feedback from the committee chairman and other Board members regarding its work before presenting study results or recommendations to the Compensation Committee. The compensation consultant may be invited to attend Compensation Committee meetings. In 2019, Pay Governance continued to provide advice related to executive compensation and peer group benchmarking and helped develop an equity incentive plan for the Company's senior management team. Specifically, Pay Governance's services during 2018 and into 2019 included help with several important objectives, including (i) determining competitive pay levels to assess how competitively executives are being paid for their current responsibilities, particularly in the context of a public company and setting a framework for paying additional new senior executives and (ii) designing an equity compensation plan to support our high growth strategy. Pay Governance did not provide any formal advice or consulting services during 2020.

Corporate Governance and Nominating Committee

The members of the Corporate Governance and Nominating Committee during 2020 were Andrew Frawley (Chairman), Peter Benz, Donald Mathis, Carla S. Newell and Barbara Shattuck Kohn, all of whom are independent directors (or were during the term of their service on the Corporate Governance and Nominating Committee) 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 2020, the Corporate Governance and Nominating Committee held no meetings and took two actions 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 our website at 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 will 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 Corporate Governance Committee has not had any director candidates put forward by 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 Daniel J. Barsky, General Counsel and Corporate Secretary of Fluent, Inc., at 300 Vesey Street, 9th Floor, New York, New York 10282. Mr. Barsky 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 for the 2024 Annual Meeting of Stockholders

StockholderProposals for Inclusion in the 2024 Proxy

From time to time, stockholders present proposals intendedthat may be proper subjects for inclusion in the proxy statement and for consideration at an annual meeting. Under SEC rules, in order to be presented at our 2022 annual meetingincluded in the proxy statement for the 2024 Annual Meeting of stockholdersStockholders, stockholder proposals submitted under Rule 14a-8 of the Exchange Act, must be received by our Corporate Secretary at 300 Vesey Street, 9th Floor, New York, New York 10282 not later than December 31, 2021,January 10, 2024. In the event the date of the 2024 Annual Meeting of Stockholders has been changed by more than 30 days from the date of the 2023 Annual Meeting, stockholders who intend to behave a proposal considered for inclusion in our proxy materials pursuantfor presentation at our 2024 Annual Meeting of Stockholders must submit the proposal to us at our office no later than a reasonable time before we begin to print and send our proxy materials for our 2024 Annual Meeting of Stockholders. 

Other Proposals and Nominations

Our By-Laws require that a stockholder who otherwise intends to: (i) present a proposal outside of Rule 14a-8 under the Securities Exchange ActAct; or (ii) nominate a director for our 2024 Annual Meeting of 1934, as amended (the "Exchange Act").

TheStockholders, must deliver notice to our Corporate GovernanceSecretary, in proper written form 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 experience, viewpoints, accomplishments, professional expertise, 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 Bylaws 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 directionrequirements of the BoardBy-Laws, on or (ii) by any stockholderafter February 8, 2024 but no later than March 9, 2024; provided, however, in the event that the date of the Company entitled to vote for2024 Annual Meeting of Stockholders is more than 30 days before or more than 70 days after the election of directors at the meeting who complies with the notice procedures set forth in our Bylaws. Such nominations and other proposals presented to our stockholders, other than those made by or at the directionanniversary date of the Board, shall be made2023 Annual Meeting, notice 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 not earlier than the close of business on the 120th day prior to the Corporate Secretary atdate of the Company’s principal executive offices no2024 Annual Meeting of Stockholder and not later than the close of business on the ninetieth (90th)later of (i) the 90th day nor earlier thanprior to the close of business on the one hundred twentieth (120th) day, before the first anniversarydate of the preceding year’s annual meeting. 2024 Annual Meeting of Stockholder or (ii) the 10th day following the day on which public announcement of the date of the 2024 Annual Meeting of Stockholder is first made by us.

In order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2024 Annual Meeting, notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our Bylaws and such notice must include all the information required by Rule 14a-19(b) under the Exchange Act and such stockholders must comply with all of the requirements of Rule 14a-19 under the Exchange Act.

Stockholders are also advised to review our By-laws, which contain additional requirements relating to stockholder proposals and director nominations, including who may submit them and what information must be included.

We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

PROPOSAL 2

NON-BINDINGADVISORY VOTE

“SAY-ON-PAY”

The stockholder’s notice shallDodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, and Section 14A of the Exchange Act, require that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. At the Meeting, the Company will present its Say-on-Pay proposal for approval.

This Say-on-Pay proposal is set forth as to each person whomin the stockholder proposes to nominate for electionfollowing resolution:

RESOLVED, that the stockholders of Fluent, Inc. approve, on an advisory basis, the compensation of its named executive officers, as a director: (i) all information relating to such person that is required to be disclosed in solicitationsthe Fluent, Inc. proxy statement for the 2023 Annual Meeting of proxies for electionStockholders, pursuant to the compensation disclosure rules of directorsthe Securities and Exchange Commission, including the information included in the Executive Compensation, the summary compensation table and other related tables and disclosure found in the proxy statement of Fluent, Inc.

Because your vote on this proposal is advisory, it will not be binding on us. However, we 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 election contest, or all informationadvisory vote to approve named executive officer compensation, including compensation that is requiredmay be paid in connection with a stockholder proposal,change in each case pursuant to andcontrol or a termination. At our annual meeting of stockholders held in accordance with the Section 14(a)June 2022, approximately 87.4% of the Exchange Actstockholders who voted on the Say-on-Pay proposal voted in favor of the compensation of our named executive officers as disclosed in our 2022 proxy statement. Although the advisory Say-On-Pay vote is non-binding, our Compensation Committee considered the outcome of the vote and the rules and regulations promulgated thereunder, and (ii) such person’s written consentdetermined not to being named in the proxy statement as a nominee and to serving as a director if elected. Pursuantmake material changes to our Bylaw requirements, anyexecutive compensation programs because the Compensation Committee believed this advisory vote indicated 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 to be consideredrequires 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 2022 annual meeting, including nominations of persons for electionMeeting and entitled to our board of directors, must be properly submitted to us not earlier than February 2, 2022, nor later than March 4, 2022.vote.

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

PROPOSAL 23

RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 20212023

Grant Thornton LLP (“Grant Thornton”) currently serves as the Company’s independent registered public accounting firm and has done 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.

We are asking our stockholders to ratify the appointment of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2021.2023. Although ratification is not required by our BylawsBy-Laws 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 will consider whether it is appropriate and advisable to appoint a different independent registered public accounting 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 our independent registered public accounting firm for year ending December 31, 2021.

Auditor Fees and 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, 20202022 and December 31, 2019.2021.

(1) 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 consents, and review of documents filed with the SEC that are normally provided in connection with statutory and regulatory filings for engagements.

(2) Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements.

(3) Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, acquisitions and tax planning.

(4) All other fees consist of fees for products and services other than the services reported above.

Pre-ApprovalPolicies and Procedures for Audit and PermittedNon-AuditServices

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 chairmanchairperson 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 chairmanchairperson 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 ending on December 31, 20202022 and December 31, 2019,2021, as described above.

Vote Required and Board Recommendation

Proposal 3 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 our independent registered public accounting firm for year ending December 31, 2023.

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 haveThe Company has engaged Grant Thornton LLP (“Grant Thornton”) as ourits 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:

The foregoing has been furnished by the Audit Committee:

Barbara Shattuck Kohn (Chair)

Donald Mathis

Carla S. Newell

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.

MANAGEMENT

Executive Officers

The following table setsnames of our executive officers and their ages, positions, and biographies are set forth certain information with respect tobelow. Our executive officers are appointed by and serve at the discretion of our current executive officers.Board of Directors.

The biographical information for Messrs. Schulke and Conlin is included above in Proposal 1 — Election

EXECUTIVE COMPENSATION

Alexander Mandel was appointed as Chief Financial Officer, effective as of February 1, 2019, prior to which he had been serving as an independent financial consultant to the Company since July 2018. From February 2016 to June 2018, Mr. Mandel served as the Chief Financial Officer of IAC Applications, a division of IAC/InterActiveCorp. From 2010 to 2015, Mr. Mandel was employed by LendingTree, Inc., including as its Chief Financial Officer from 2012 to 2015. He was a Managing Director at Centerview Partners LLC, an investment banking advisory firm in New York City, from 2008 to 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 Company’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 Seneca One Finance, Inc., a specialty consumer finance company, from 2014 to 2017. From 2011 to 2013, he served as President of Infogroup Marketing Services, a business unit of InfoGROUP, Inc. Before 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 a BA from St. Lawrence University.

SUMMARY COMPENSATION TABLESummary Compensation Table

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

Employment Agreements and Termination of Employment& Change in Control Arrangements

Below are descriptions of our employment agreements with our named executive officers during 2021,2022, as well as descriptions of the severance 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,Donald Patrick, Chief Executive Officer

Effective July 1, 2021, Mr. Schulke is as the Company'sPatrick was appointed Interim Chief Executive Officer, pursuant to an amended and restated employment agreement effective September 11,resigning his role as the Company’s Chief Operating Officer on June 30, 2021, a position he has held since March 2018. Mr. Patrick formally became the Chief Executive Officer on January 12, 2022. Mr. Patrick joined the Company’s wholly owned subsidiary, Fluent, LLC, as its Chief Operating Officer in January 2018. On February 16, 2021, the Compensation Committee approved a 3%4.5% cost of living adjustment to Mr. Patrick's annual base salary from $360,500 to $376,722. Mr. Patrick’s employment agreement provides for an annual bonus of no less than 100% of his annual salary based on the achievement of Company and personal performance goals. The agreement provides that if Mr. Patrick’s employment is terminated without cause, Mr. Patrick will be paid severance equal to twelve months’ base salary, 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.

Ryan Schulke, Chief Strategy Officer

On June 30, 2021, Mr. Schulke resigned as Chief Executive Officer of the Company and was appointed Chief Strategy Officer of the Company effective July 1, 2021. On February 16, 2021, the Compensation Committee approved a 4.5% cost of living adjustment to Mr. Schulke's annual base salary from $350,000$360,500 to $360,500.$376,722. Mr. Schulke's employment 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%100% of annual salary based on achievement of Company and personal performance goals. Please see additional information below in the section entitled “Bonus Arrangements.”

MattMatthew Conlin, PresidentChief Customer Officer

On June 30, 2021, Matthew Conlin resigned as President of the Company and was appointed Chief Customer Officer of the Company effective July 1, 2021. The terms of Mr. Conlin’s employment mirror those of Mr. Schulke’s except that Mr. Conlin is employed as the Company's President.Schulke’s. Mr. Conlin also entered into an amended and restated employment agreement with the Company, effective September 11, 2018. 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. Please see additional information below in the section entitled “Bonus Arrangements.”

DonaldCompensation Adjustment for Executive Management Team.

On March 24, 2023, the Compensation Committee approved a 20% reduction in the 2023 annual salaries of Messrs., Patrick, Schulke and Conlin ( the “Executive Leadership Team”) for 2023. The salary reduction could be earned back if the Company achieved at least $100 million in gross profit in 2023. In addition, the Executive Leadership Teams’ bonuses for 2023 would be based 100% on Company performance rather than 50% based on Company performance and 50% based on personal performance.

Sugandha Khandelwal, Chief OperatingFinancial Officer

Mr. Patrick isMs. Khandelwal became the Company’s Chief Financial Officer and Principal Financial and Accounting Officer effective December 6, 2021 and she was employed asin such capacity until February 3, 2023.  In connection with her appointment, Ms. Khandelwal entered into an Employment Agreement with the Company's Chief Operating Officer pursuant to an employment agreement effective January 8, 2018. On February 16,Company dated November 9, 2021 (the “Employment Agreement”). Under the Compensation Committee also approved a 3% costterms of living adjustment to Mr. Patrick'sher Employment Agreement, Ms. Khandelwal’s annual base salary fromwas $350,000 and she was entitled to $360,500. Mr. Patrick’s employment agreement provides for an annuala bonus of no less than 40%100% of hisher annual salary based on the achievement of Company and individual goals. In addition to the foregoing, Ms. Khandelwal received a bonus of $100,000 on July 1, 2022, pursuant to her continued service with the Company through such date. In addition, pursuant to the Employment Agreement, the Company granted Ms. Khandelwal 50,000 RSUs under the Fluent, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) that vested in full on December 6, 2022. The initial term of the Employment Agreement was through December 31, 2022, with automatic one-year renewals, unless either party provides written notice of a non-renewal in accordance with the terms of the Employment Agreement.

Ms. Khandelwal resigned her position as Chief Financial Officer effective February 3, 2023.  The Company did not pay any post termination benefits to Ms. Khandelwal; she was paid her personal performance goals. The agreement provides that if Mr. Patrick’s employment is terminated without cause, Mr. Patrick will be paid severance equal to twelve months’ base salary, 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.2022 after her resignation.

Alexander Mandel, Chief Financial OfficerRyan Perfit

Mr. Mandel is employed asPerfit became the Company'sInterim Chief Financial Officer pursuant to an employment agreementand Principal Financial and Accounting Officer effective February 1, 2019. On March 11, 2020,2023.  In connection with his appointment, Mr. Perfit entered into a Consulting Agreement with the Compensation Committee also approved a 3% costCompany dated January 20, 2023 (the “Consulting Agreement”). Under the terms of living adjustment tothe Consulting Agreement, Mr. Mandel's annual base salary from $350,000 to $360,500. Mr. Mandel’s employment agreement provides for an annual bonus of no less than 40% of his annual salary based on the achievement of Company and personal performance goals. The agreement provides that if Mr. Mandel’s employment is terminated without cause, Mr. MandelPerfit will be paid severance equala consulting fee of $50,000 per month during the term which commences on February 1, 2023, and will continue through July 31, 2023 (“Initial Term”).  The Initial Term will be extended for one-month periods of up to (i)six months, unless either party gives 30 days prior written notice by either party during the greater of (A) the base salary for the remainderInitial Term and 15 days prior written notice during any one-month renewal. The terms of the termConsulting Agreement does not provide for payment of his employment agreement and (B) twelve (12) months’ base salary; (ii) the annual bonus for the year priorincentive or any other compensation except as noted to the year in which the termination occurs, to the extent unpaid; (iii) the annual bonus for the year in which the termination occurs, based on actual performance and prorated based on the number of days in such year prior to the date of termination; (iv) base salary accrued through the date of termination; and (v) the additional vesting of any equity awards that were scheduled to vest within one year after the date of termination. Payment of the foregoing is conditioned on Mr. Mandel not being in violation of the agreement’s restrictive covenant provisions at the time the payment becomes payable.Perfit.

2020 Bonus Arrangements

Each of Messrs. Schulke, Conlin, Mandel and Partick wasour executive officers were eligible to earn an annual cash incentive in 2020. Our practice with respect to annual incentive compensation has historically been to provide an opportunity to earn bonus awards2022 based on the achievement of companycertain Company performance measures, specificallytied to: (i) the achievement of certain revenue, Adjusted EBITDA, adjusted forand strategic targets (the “EBITDA Goal Bonus”); and (ii) certain discrete itemsMedia Margin initiative targets (“Adjusted EBITDA”Initiative Targets”).

and achievement of personal performance goals.  For a calculation of and additional information regarding Adjusted EBITDA, please see pages 2426 to 2628 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2022. “Media Margin”, a non-GAAP measure, is that portion of gross profit (exclusive of depreciation and amortization) reflecting variable costs paid for media and related expenses and excluding non-media cost of revenue. For additional information on Media Margin, a non-GAAP measure, please see pages 26 to 28 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Each          On February 15, 2023, each of Messrs. Patrick, Schulke and Conlin Mandel and Patrick was eligible to earnwere awarded a bonus equal toof $187,685 and Ms. Khandelwal was awarded a percentagebonus of their respective base salaries based on the Company's achievement of certain Adjusted EBITDA targets for the year. The Adjusted EBITDA targets are set each year$175,000 based on achievement of strategic goals and financial results. Based on the Company'spersonal performance the lowest Adjusted EBITDA target for 2020 was missed by approximately $1.4 million, largely as a resultgoals. No bonuses were received related to achievement of fulfillment costs incurred as a part of the Company's compliance and traffic quality initiatives. On February 16, 2021, the Compensation Committee approved bonuses of $61,250 to each of Messrs. Schulke, Conlin, Mandel and Patrick, in line with the lowest Adjusted EBITDA target for 2020.Company performance measures.

2021 Bonus Arrangements

On February 16, 2021, the Compensation Committee approved changes toAs noted above, for 2023, the bonus arrangementsfor Messrs. Patrick, Schulke and Conlin will be based solely on achievement of the Executive Officers for 2021, pursuant to which 25% of the Executive Officers' bonus structure would be tied to targets related to each of revenue and strategic initiatives, while the remaining 50% would continue to be tied to Adjusted EBITDA targets.Company performance goals. 

401(k) Plan

The Company maintains a defined contribution employee retirement plan, or 401(k) plan, for ourits employees. 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 401(k) plan. The Company will match a participant's contribution up to 3% of their compensation, as well as 50% of a participant's contribution of the next 2% of their compensation, subject to statutory limits.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Pay versus Performance

Outstanding Equity Awards at FiscalYear-End

The following table sets forth certain information regarding equity-based awards held by the named executive officers as of December 31, 2020.2022.

Equity Compensation Plan Information

One of the key elements of our compensation strategy is long-term equity incentives, principally RSUs. A predecessor of the 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 the 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, and in September 2011, to 900,000 shares and to 1.2 million shares in December 2013. The 2008 Plan expired by its terms on January 1, 2018.

In April 2015, the Compensation Committee adopted 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 Company stockholders at the Annual Meeting of Stockholders in June 2015. In November 2015, the Board approved 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 the 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 was approved 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 approved an increase in the 2015 Plan by one million shares, resulting in an aggregate of 13.5 million shares of common stock issuable under the 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 “2018 Plan”), and the Company's stockholders approved the 2018 Plan on June 6, 2018. Subject to adjustment,Although the numberCompany still has some outstanding awards under the 2018 Plan, once the Company adopted the 2022 Plan, no future grants will be made under the 2018 Plan.

On April 15, 2022, the Board adopted and the Company's stockholder’s approved the 2022 Plan on June 8, 2022 at the Company’s Annual Meeting of Stockholders.  The 2022 Plan provides for the issuance of 10 million shares of the Company’s common stock,  The 2022 Plan was adopted because the Company believes that grants of options, stock appreciation rights, restricted shares of common stock, available for issuance under the 2018 Plan is equalrestricted stock units and other stock-based awards to ten percentselected employees, directors and independent contractors of the Company’s issued and outstanding shares of common stock. The primary purpose ofCompany or its affiliates whose contributions are essential to the 2018 Plan is to attract, retain, reward, and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in Fluent and to incentivize them to expend maximum effort for Fluent’s growth and success so as toof the Company because the grants (i) strengthen the mutualitycommitment of such individuals to the Company and its affiliates, (ii) motivate those individuals to faithfully and diligently perform their responsibilities and (iii) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the interests between such individuals andCompany. The number of shares available for grant under the Fluent stockholders.2022 Plan was designed to enable the Company to properly incentivize eligible recipients over a number of years on a going-forward basis. The Company has in the past and may in the future grant awards to its employees or other eligible individuals to meet these goals, including RSUs and stock options. The 2018 Plan authorizes the issuance

.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes compensation plans under which our equity securities are authorized for issuance as of December 31, 2020.2022.

PROPOSAL 3

NON-BINDING ADVISORY VOTE

“SAY-ON-PAY”Delinquent Section 16(a) Reports

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, and Section 14A16(a) of the Exchange Act require that we providerequires our stockholdersdirectors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the opportunity to vote to approve, on a non-binding, advisory basis, the compensationSEC initial reports of ownership and reports of changes in ownership of our namedcommon stock and other equity securities. To our knowledge, based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2022, we believe that, except as set forth below, our directors, executive officers, as disclosed in this proxy statement as described inand greater than 10% beneficial owners have complied with all applicable filing requirements during the Compensation Discussion and Analysis, the executive compensation tables and the narrative discussion in accordance 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.fiscal year ended December 31, 2022.

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

RESOLVED, that the stockholders of Fluent, Inc. approve, on an advisory basis, the compensation of its named executive officers, as disclosed in the Fluent, Inc. Proxy Statement for the 2021 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 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 2020, approximately 95.8% 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 2020 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 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 unanimously recommends a vote “FOR” the Say-on-Pay proposal.

PROPOSAL 4

NON-BINDINGADVISORY VOTE

“SAY-ON-FREQUENCY”

Section 14A of the Exchange Act provides that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers, which we refer to as “say-on-frequency.” By voting with respect to this Proposal 4, stockholders may indicate whether they would prefer that we conduct future “say-on-pay” votes once every year, every two years, or every three years. Stockholders, if they wish, also may abstain from casting a vote on this proposal.

After careful consideration, our Board has determined that a say-on-pay vote on executive compensation once every year is the best approach for the Company, and therefore our Board recommends that you vote for a oneyear interval between the say-on-pay votes.

Our Board recognizes the importance of stockholder input on executive compensation and has determined that a say-on-pay vote every year will provide our stockholders with adequate input. Our Board believes that an annual vote cycle gives our Board sufficient time to thoughtfully consider the results of the advisory vote and implement any desired changes to our executive compensation policies and procedures, and will provide investors sufficient time to evaluate the effectiveness of our executive compensation program as it relates to the business outcomes of the Company.

As with your vote on Proposal 3 above, your vote on this Proposal 4 is advisory, and therefore not binding on the Company, the Board or the Compensation Committee, and the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders. However, our Board and our Compensation Committee value the opinions of our stockholders and we will take our stockholders’ preferences into account in making determinations regarding the frequency of the say-on-pay vote.

Vote Required and Board Recommendation

The voting frequency option that receives the highest number of votes cast by stockholders will be deemed the frequency for the advisory vote on executive compensation that has been selected by stockholders.

The Board unanimously recommends a vote for “ONE YEAR” on the Say-on-Frequency Proposal.

BENEFICIALSECURITY OWNERSHIP OF SECURITIESCERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of common stock of the Company as of April 27, 2021the record date (or such other date as provided below), by (i) all named executive officers, (ii) all current executive officersdirectors and director nominees, (iii) all current directors, (iv) all current executive officers and directors of the Company as a group, and (v)(iv) 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 300 Vesey Street, 9th Floor, New York, New York 10282.

For each listed person, the number of shares of common stock and percent of such class listed assumes the conversion or exercise of any equity securities owned by such person that are or will become convertible or exercisable, and the exercise of stock options and the vesting of restricted stock units, if any, that will vest, within 60 days of April 27, 2021,the record date, but does not assume the conversion, exercise or vesting of any such equity securities owned by any other person.

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.owned, subject to community property laws, where applicable.