Exhibit 24
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING PURPOSES
Know all by these present, that the undersigned hereby makes,
constitutes and appoints each of Connie Chen, Ronald Fior, and Margaret Tong,
acting individually, as the undersigned's true and lawful attorney-in-fact, with
full power and authority as hereinafter described on behalf of and in the name,
place and stead of the undersigned to:
1. execute for, and on behalf of, the undersigned, in the undersigned's
capacity as an officer and/or director of Quotient Technology Inc. (f/k/a
Coupons.com Incorporated) (the "Company"), Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (the "Exchange Act");
2. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to any attorney-in-fact and further approves and ratifies
any such release of information;
3. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4 or 5, and any amendments thereto, or other required report and timely
file such Forms or reports with the United States Securities and Exchange
Commission, the New York Stock Exchange, NASDAQ Capital Market and any stock
exchange or similar authority as considered necessary or advisable under Section
16(a) of the Exchange Act; and
4. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's sole discretion.
The undersigned hereby acknowledges that (a) the foregoing attorneys-in-
fact are serving in such capacity at the request of the undersigned; (b) this
Limited Power of Attorney authorizes, but does not require, each such attorney-
in-fact to act in his or her discretion on information provided to such
attorney-in-fact without independent verification of such information; (c) any
documents prepared and/or executed by any attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such information and disclosure as such attorney-in-fact, in his
or her sole discretion, deems necessary or advisable; (d) neither the Company
nor any attorney-in-fact assumes (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act; and (e) this Limited Power of Attorney
does not relieve the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including, without limitation,
the reporting requirements under Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in, securities issued by the Company,
unless earlier revoked as to any attorney-in-fact by the undersigned in a signed
writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 4th day of June, 2018.
Signature: /s/ Christy Wyatt
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Print Name: Christy Wyatt
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