Donald Mathis
FluentAbout Donald Mathis
Donald Mathis (age 59) is an independent director of Fluent, Inc., serving on the Board since 2015. He is currently Chairman of the Board (appointed June 9, 2024) and previously served as Lead Independent Director (effective June 28, 2022). Mathis holds an MBA from Harvard Business School and has deep technology and AI credentials alongside prior senior roles at Comcast NBCUniversal and military service as a U.S. Navy Commander (inactive reserve) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast NBCUniversal (Nasdaq: CMCSA) | SVP, Strategic Development | Jun 2017 – Sep 2022 | Senior leadership in corporate strategy |
| Digital Counterterrorism consortium/NGO | Senior Adviser & Director | Jan 2016 – Dec 2019 | Focused on countering violent extremism online |
| Kinetic Social | CEO & Co-Founder | Oct 2011 – Apr 2016 | Ran social data & technology SaaS/managed services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SkyfireAI, Inc. (f/k/a Echelon AI, Inc.) | Co-founder & CEO | Since 2023 | AI autonomous drone start-up |
| The AI Fund, LLC | Venture Advisor and FIR | Since 2022 | Early-stage AI venture partner/advisor |
| Omniangle Technologies | Board of Advisors | Since Jan 2013 | Business intelligence & information security |
Board Governance
- Current roles: Chairman of the Board; Compensation Committee Chair; Audit Committee member; Corporate Governance & Nominating Committee member; previously Lead Independent Director .
- Independence: Board determined Mathis is “independent” under Nasdaq standards; Audit Committee independence requirements also met .
- Attendance: Board held 11 meetings in 2024; all incumbent directors attended at least 75% of aggregate Board and committee meetings during their service period .
- Board leadership: Lead Independent Director structure implemented in 2022; Mathis appointed Chairman on June 9, 2024, with CEO separate, reinforcing Board independence from management .
Committee Assignments
| Committee | Role (Mathis) | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Compensation | Chair | 6 (plus 4 actions by written consent) | Exec and director compensation, plan administration, clawback policy, consultants |
| Audit | Member | 5 (plus 2 actions by written consent) | Auditor oversight, controls, critical accounting policies, related-party transaction review |
| Corporate Governance & Nominating | Member | 1 | Director selection, committee composition, bylaws, succession planning |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $10,000 | Standard non-employee director cash retainer |
| Annual RSU grant | $75,000 | Granted each annual meeting; 3-year ratable vest based on 5-day avg price |
| Chair fees | $5,000 | Compensation Committee Chair (Audit Chair is $10,000; Nom/Gov Chair is $5,000) |
| Lead Independent Director fee | $5,000 | Annual fee (Mathis held this role in 2024 until becoming Chairman) |
2024 Director Compensation — Donald Mathis
| Year | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| 2024 | $50,000 | $75,000 | $125,000 |
Detail: Granted 21,429 RSUs on June 5, 2024; vests in three equal annual installments starting June 1, 2025. Cash compensation includes $40,000 director fee, $5,000 Compensation Committee Chair fee, and $5,000 Lead Independent Director fee .
Performance Compensation (Director)
| Item | Disclosure |
|---|---|
| Performance metrics tied to director equity or cash | None disclosed; director RSUs vest time-based (three equal annual installments) |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company directorships disclosed for Mathis |
Advisory board memberships are private (Omniangle) and venture advisor roles (AI Fund), not public company directorships .
Expertise & Qualifications
- AI/ML and predictive data analytics; technology and cybersecurity experience; legal/regulatory/compliance exposure .
- Senior management across public/private; corporate governance; finance/accounting competence per board skills matrix .
- MBA (Harvard Business School); U.S. Navy Commander (inactive reserve) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs/Unvested Detail |
|---|---|---|---|
| Donald Mathis | 65,392 | <1% | Excludes 20,696 RSUs that remain subject to vesting |
Additional RSU holdings disclosed for non-employee directors as of Dec 31, 2024:
- Mathis held 37,515 RSUs, comprising: 3,266 vesting 6/1/2025; 12,820 vesting 6/7/2025 & 6/7/2026; 21,429 vesting 6/1/2025, 6/1/2026, 6/1/2027 .
Anti-hedging/pledging policy prohibits short sales, hedging, derivative transactions, margin purchases, and pledging; as of Dec 31, 2024, no pledges by directors or executive officers .
Governance Assessment
- Strengths:
- Independent Chairman; separation from CEO; strong committee leadership (Compensation Chair; Audit member; Nom/Gov member) .
- Broad AI/technology and cybersecurity expertise aligned with Fluent’s digital marketing/data needs .
- Robust clawback policy adopted Oct 2, 2023; Compensation Committee administers; alignment with Nasdaq Rule 10D .
- High shareholder support on Say-on-Pay (98.20% approval in 2024), signaling confidence in compensation governance .
- Risks/Red Flags:
- Insider financings requiring stockholder approval: pre-funded warrants (Nov 2024 and Mar 2025) and August 2024 convertible notes issued to certain directors/officers (inside investors). These transactions can raise perceived conflicts and dilution concerns, though routed to shareholder vote under Nasdaq Rules 5635(b)/(c)/(d) .
- Support Agreements with inside investors committing votes in favor of proposals—optically sensitive, though disclosed and subject to shareholder approval .
- One late Section 16 filing for Mathis in 2024 (minor compliance issue), along with other directors/executives’ late filings .
Related Party/Conflicts Overview
- Related party transaction policy: Audit Committee reviews/approves; Company states it is not party to any current related party transaction above threshold (>$120,000 or 1% of average total assets). However, insider warrant and note financings are addressed via separate shareholder approval proposals and Nasdaq compliance frameworks .
Compensation Mix and Alignment
- Director pay mix tilted to equity (60% equity via $75,000 RSUs; 40% cash in 2024), supporting alignment with shareholder interests; RSUs vest over three years .
- No director meeting fees disclosed; committee chair fees modest, reducing potential for over-incentivizing committee service .
Section 16 Compliance Snapshot (2024)
| Director | Late Form 4 Filings | Note |
|---|---|---|
| Donald Mathis | 1 | Company disclosed late filings across multiple insiders |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 98.20% at June 5, 2024 annual meeting; Compensation Committee retained approach given strong support .
Equity Plan and Dilution Context
- 2022 Omnibus Equity Plan share reserve increase proposed from 1,666,666 to 3,666,666; rationale includes talent retention and 3-year sufficiency; expected additional potential dilution ~1.8%; total reserved ~14.8% on fully diluted basis as of record date .
- Burn rate averaged 4.3% over FY2022–FY2024 .
Overall, Mathis presents as a technically strong, independent Board leader with committee depth and shareholder-aligned director pay. The insider financing proposals and support agreements, while disclosed and structured under Nasdaq rules with shareholder approval, warrant monitoring for perceived conflicts and dilution impacts on investor confidence .