David Graff
About David A. Graff
David A. Graff (age 57) is an independent director of Fluent, Inc. and has served on the Board since 2022. He is a Venture Partner at Corner Capital Management (since March 2025), and previously served as Vice President, Global Policy and Standards at Google, Inc. from December 2014 to March 2025; he holds a B.A. in American Civilization from Brown University and a J.D. from Georgetown University Law Center . He also served on the Board of Advisors to CapitalG, Google’s independent growth fund (2022–March 2025), and is a member of the Georgetown Law Center Board of Visitors (since June 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google, Inc. | Vice President, Global Policy & Standards | Dec 2014 – Mar 2025 | Led policy/standards for global platform operations . |
| Red Spark, Inc. | General Counsel | Nov 2012 – Nov 2014 | Legal leadership for diversified marketing/software platform . |
| Online Intelligence | Chief Executive Officer | 2011 – 2012 | CEO of technology start-up . |
| Epic Media, Inc. | Chief Legal Officer | Sep 2007 – Nov 2012 | Legal leadership for performance-based ad network . |
| Edison Schools, Inc. | Chief Legal Officer | Dec 1998 – Jun 2007 | Legal leadership for private equity-backed education company . |
| Trilogy Films | Co-founder | Not specified | Award‑winning independent film/TV production company . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corner Capital Management | Venture Partner | Mar 2025 – Present | Technology-focused private equity investing . |
| CapitalG (Alphabet/Google growth fund) | Board of Advisors – Member | 2022 – Mar 2025 | Growth investing advisory (ended Mar 2025) . |
| Georgetown University Law Center | Board of Visitors – Member | Jun 2022 – Present | Academic governance and advisory . |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 5 times in 2024 and took action by written consent twice; the Committee oversees auditor retention, audit scope, accounting policies, and related‑party transaction approval; the Chair is Barbara Shattuck Kohn (audit committee financial expert) and members include Donald Mathis and David Graff .
- Independence: The Board determined Graff is “independent” under Nasdaq listing standards; each Audit Committee member meets Rule 10A‑3 independence criteria .
- Attendance: The Board held 11 meetings in 2024; all incumbent directors attended at least 75% of aggregate Board and committee meetings during their service .
- Board leadership: Lead Independent Director role exists (Donald Mathis; later appointed Chairman June 9, 2024), reinforcing separation of management and Board oversight .
- Ad‑hoc oversight: Board maintains a Risk and Compliance Committee to oversee specified risk/compliance issues .
2025 Annual Meeting – Director Election Votes
| Director | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| David A. Graff | 6,056,020 | 111,450 | 909 | 3,559,872 |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Details |
|---|---|---|
| Cash fees | $40,000 | Quarterly retainer $10,000; no chair fees for Graff . |
| Equity – RSU grant (2024) | $75,000 grant date fair value | 21,429 RSUs granted on June 5, 2024; vest in three equal annual installments beginning June 1, 2025 . |
RSU Holdings and Vesting Schedule (as of Dec 31, 2024)
| RSU Category | Units | Vesting Dates |
|---|---|---|
| Total RSUs held | 37,582 | See components below |
| Component A | 3,333 | Vested Oct 1, 2023 |
| Component B | 12,820 | Two annual installments: Jun 7, 2025 and Jun 7, 2026 |
| Component C | 21,429 | Three annual installments: Jun 1, 2025; Jun 1, 2026; Jun 1, 2027 |
Performance Compensation
| Metric | Director Compensation Tie‑In | Notes |
|---|---|---|
| Revenue growth | None disclosed | Director RSUs are time‑based vesting; no performance metrics tied to director grants . |
| EBITDA/EBIT margin | None disclosed | No performance‑condition RSUs for directors under stated practices . |
| TSR percentile | None disclosed | Not applied to non‑employee director grants . |
| ESG goals | None disclosed | Not applied to non‑employee director grants . |
| Clawback provisions | Executive‑focused | Company adopted a Clawback Policy effective Oct 2, 2023 for “Covered Executives” (not directors); Compensation Committee administers policy . |
Other Directorships & Interlocks
| Company | Public Company Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Graff in proxy biography . |
Expertise & Qualifications
- Skills matrix indicates Graff brings expertise in digital marketing/advertising, e‑commerce/gaming, senior management, legal/regulatory/compliance, corporate governance, technology, artificial intelligence, and cybersecurity .
- Board believes Graff’s legal, policy, content and industry experience provides valuable insight across legal, regulatory, public relations and commercial challenges .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 26,631 | “Less than 1%” of shares outstanding (20,643,660) . |
| Unvested RSUs excluded from beneficial count | 24,029 | Excluded due to vesting/60‑day rule . |
| RSUs outstanding (as of 12/31/2024) | 37,582 | Components and vesting detailed above . |
| Hedging/pledging | Prohibited by policy; none pledged as of 12/31/2024 | Insider Trading Policy bans hedging, short sales, margin purchases and pledging; none pledged by directors/officers . |
Insider Trades & Section 16 Compliance
| Year | Filing Compliance Note |
|---|---|
| 2024 | David Graff failed to report one transaction on time on a Form 4 (company disclosure) . |
Governance Assessment
- Board effectiveness: Graff’s independent status and Audit Committee membership position him in core financial oversight, including auditor interactions and related‑party review; the Audit Committee issued its report recommending inclusion of 2024 audited financials in 10‑K .
- Investor confidence signals: Strong support in 2025 director election (≈98.2% of votes cast “For” among voted non‑broker shares) suggests market acceptance of his governance profile .
- Alignment: Director pay uses a cash retainer plus annual time‑based RSUs ($75,000 fair value) aligning compensation with shareholder value appreciation while limiting risk from derivative strategies via anti‑hedging/pledging prohibitions .
- Conflicts/related parties: Audit Committee states no current related‑party transactions requiring approval; none proposed; mitigates conflict risk .
- Attendance/engagement: Board met 11 times in 2024; all incumbents attended at least 75% of meetings and committees, meeting minimum engagement expectations .
RED FLAGS
• One late Form 4 filing in 2024 (administrative compliance issue; limited severity) .
• Director equity is entirely time‑based; absence of performance‑conditioned equity for directors may reduce pay‑for‑performance linkage, though common in small‑cap practice .
Positive Signals
• Independence and Audit Committee service (Rule 10A‑3 compliant) .
• Strong shareholder support in director election .
• Anti‑hedging/pledging policy and no pledging as of year‑end 2024 .
• No related‑party transactions reported .