Barbara Shattuck Kohn
FluentAbout Barbara Shattuck Kohn
Barbara Shattuck Kohn (age 74) is an independent director of Fluent, Inc. (FLNT) serving since 2019, designated by the Board as the Audit Committee Chair and “audit committee financial expert.” She has extensive financial and board experience, including long-tenured public company directorships and healthcare investment banking leadership; she holds a B.A. from Connecticut College . The Board affirmatively determined she is independent under Nasdaq listing standards; all incumbent directors (including Kohn) attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hammond Hanlon Camp LLC | Principal | 2012–2018 | Strategic advisory and investment banking |
| Shattuck Hammond Partners | Principal, Founder & President | 1993–2012 (acquired by Morgan Keegan - Raymond James) | Led healthcare investment banking firm |
| Cain Brothers, Shattuck & Company | Principal & Co-founder | 1983–1993 | Healthcare financial advisory |
| Goldman Sachs & Co. | VP & Manager, Healthcare Investment Banking Group | Not disclosed | Senior leadership in investment banking |
External Roles
| Organization | Role | Status | Committees/Assignments | Since |
|---|---|---|---|---|
| PENN Entertainment (Nasdaq: PENN) | Lead Director; Audit Committee member | Public company | Lead independent oversight; audit responsibilities | Lead Director since 2024; director since 2004 |
| Emblem Health | Director | Non-profit health plan | Board director | Since 2018 |
Board Governance
| Committee | Role | 2024 Meetings | Actions by Written Consent | Independence & Designations |
|---|---|---|---|---|
| Audit Committee | Chair; audit committee financial expert (Item 407(d)(5) Reg S-K) | 5 | 2 | All members independent; Kohn designated financial expert |
| Compensation Committee | Member | 6 | 4 | All members independent; chaired by Donald Mathis |
| Corporate Governance & Nominating Committee | Member | 1 | 0 | All members independent; chaired by Richard Pfenniger |
- Board held 11 meetings in 2024; all incumbent directors attended ≥75% of aggregate Board and committee meetings. Audit Committee oversees auditor retention, independence, scope, and related party transactions; 2024 Audit Committee Report signed by Kohn as Chair .
- Kohn is independent under Nasdaq standards; Audit Committee members also meet Rule 10A‑3 independence criteria .
- Anti-hedging/pledging policy prohibits hedging, margin purchases, and pledging; as of Dec 31, 2024, none of the directors or executive officers had pledged shares .
- Board maintains an ad-hoc Risk & Compliance Committee (membership not disclosed) .
- Lead Independent Director is Donald Mathis (also Board Chair since June 9, 2024); Compensation Committee recommended a $5,000 annual fee for the Lead Independent Director (applies to Mathis, not Kohn) .
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $10,000 | Paid to non-employee directors; implies $40,000 annually |
| Audit Committee Chair fee | $10,000 | Annual cash fee for Audit Committee Chair |
| Total cash fees (2024) – Kohn | $50,000 | $40,000 director retainer + $10,000 Audit Chair |
- No meeting fees disclosed; director compensation policy relies on retainers and chair fees .
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Annual RSU grant (policy) | Annual meeting date | Number calculated from average closing price (5 trading days pre-meeting) | $75,000 | Vests in three equal annual installments beginning on first anniversary; accelerated vesting in certain circumstances |
| RSUs (Kohn) | June 5, 2024 | 21,429 | Included in 2024 “Stock awards” total $75,000 | Three annual installments vesting on June 1, 2025, June 1, 2026, June 1, 2027 |
- Initial onboarding grant policy for non-employee directors: 10,000 RSUs vesting over three years (no specific date disclosed for Kohn’s onboarding grant) .
- Compensation Committee administers equity plans and the Company’s Clawback Policy; clawback applies to “Covered Executives” (not directors) tied to accounting restatements under Nasdaq Rule 10D and Exchange Act Rule 10D‑1 .
Other Directorships & Interlocks
| Company | Relationship to FLNT | Potential Interlock/Conflict |
|---|---|---|
| PENN Entertainment | Customer/supplier/competitor relationships not disclosed | No related-party transaction disclosed; Audit Committee reviews and approves related party transactions |
| Emblem Health | No direct overlap with FLNT disclosed | No related-party transaction disclosed |
Expertise & Qualifications
- Recognized audit committee financial expert; deep finance/accounting and corporate governance experience .
- Board Skills Matrix indicates Kohn’s expertise spans digital marketing/advertising, e‑commerce/gaming, senior management, finance/accounting, and legal/regulatory/compliance; corporate governance/public company board experience also noted .
- Education: B.A., Connecticut College .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | RSUs Held (as of Dec 31, 2024) | RSU Vesting Details | Pledged Shares |
|---|---|---|---|---|---|
| Barbara Shattuck Kohn | 50,086 | <1% (based on 20,643,660 shares) | 37,515 | Includes (i) 3,266 RSUs vesting on June 1, 2023; (ii) 12,820 RSUs vesting June 7, 2025 and June 7, 2026; (iii) 21,429 RSUs vesting June 1, 2025, June 1, 2026, June 1, 2027 | None pledged as of Dec 31, 2024 |
Note: The RSU vesting footnote for 3,266 units references June 1, 2023; presented as disclosed in the proxy footnote .
Governance Assessment
- Strengths: Independent director with audit chair responsibilities and designation as financial expert; robust attendance and multi-committee participation; equity compensation aligns director pay with shareholder outcomes; anti-hedging/pledging policy enhances alignment .
- Risks/RED FLAGS: One late Form 4 filing reported for Kohn in 2024 (timeliness compliance issue); while minor, repeated timeliness failures across directors warrant monitoring for governance discipline .
- Compensation mix: Cash fees $50,000 vs equity grants valued at $75,000 in 2024, indicating meaningful equity-at-risk exposure commensurate with oversight roles (policy-driven, annual issuance) .
- Related parties: No arrangements or understandings for director selection; no related-party transactions were highlighted; Audit Committee explicitly oversees and approves any such transactions, mitigating conflict risk .
Director Compensation (Detail)
| Name | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Barbara Shattuck Kohn | 50,000 | 75,000 | — | — | — | — | 125,000 |
Insider Trades & Compliance
- Section 16(a) compliance: Proxy indicates Kohn failed to report one transaction on time on Form 4 for FY2024; no other legal proceedings or adverse interests disclosed for directors .
Committee Responsibilities Snapshot
- Audit: Auditor retention/independence, audit scope, non-audit pre-approvals, controls/policies review, audit report preparation, related-party transaction approvals; 2024 Audit Committee Report signed by Kohn .
- Compensation: Executive compensation oversight, plan administration (including clawback policy), equity grants to executives and directors, risk monitoring, consultant selection, board compensation recommendations .
- Corporate Governance & Nominating: Director criteria and nominations, committee appointments, bylaws changes, code of ethics updates, succession planning oversight .
Signals for Investors
- Chairing Audit Committee with financial expert designation typically signals strong financial oversight; combined with equity-heavy director compensation and anti-hedging/pledging restrictions, alignment appears solid .
- Minor compliance lapse (late Form 4) is a watch item; continued diligence on Section 16 timeliness and disclosure rigor is advisable given multiple directors reported delays in 2024 .