Donald Patrick
FluentAbout Donald Patrick
Donald Patrick, 64, is Chief Executive Officer of Fluent, Inc. (FLNT) and has served as CEO since January 12, 2022, after serving as Interim CEO from July 2021 and Chief Operating Officer from March 2018 to June 2021; he holds an MBA from the University of Chicago and a B.A. in Economics from St. Lawrence University . Pay-versus-performance disclosure shows total shareholder return drawdowns of approximately (78.9)%, (66.3)%, and (45.2)% for 2024, 2023, and 2022, respectively, alongside net losses of $29.3M (2024), $63.2M (2023), and $123.3M (2022) . The company’s 2024 Say‑on‑Pay received 98.20% support at the June 5, 2024 annual meeting, and the Compensation Committee maintained program design on that basis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fluent, Inc. | Chief Executive Officer | Jan 2022 – Present | Leads turnaround and strategy; public spokesperson; sets agenda for Board interactions as CEO (not a director) . |
| Fluent, Inc. | Interim Chief Executive Officer | Jul 2021 – Jan 2022 | Transition leadership following reorganization of executive roles . |
| Fluent, Inc. | Chief Operating Officer | Mar 2018 – Jun 2021 | Oversaw operations post-merger integration of Fluent, LLC . |
| Seneca One Finance, Inc. | Chief Executive Officer | 2014 – 2017 | Led specialty consumer finance company . |
| Infogroup Marketing Services (InfoGROUP) | President | 2011 – 2013 | Ran data-driven marketing services unit . |
| Merkle | Chief Operating Officer | 1997 – 2010 | Built scaled global digital marketing operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed for Patrick in the proxy statement . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 301,378 | ≥100% (tied 100% to Company performance effective Apr 1, 2023) | 22,526 (Q1 only) | 2023 salary cut by 20% to $301,378; bonus 100% Company performance . |
| 2023 | 320,214 | ≥100% | — | No discretionary bonuses in 2023 . |
Performance Compensation
- Annual Cash Incentive Design (2024):
- Metrics: revenue, Adjusted EBITDA and strategic targets (EBITDA Goal Bonus), Media Margin initiatives, and personal performance goals; for Patrick, cash bonus target tied 100% to Company performance after April 1, 2023 .
- Payouts: $22,526 was awarded for Q1 2024; no bonus for other quarters in 2024 .
| Metric | Weighting | Target | Actual | Payout Impact | Notes | |---|---:|---:|---:|---| | Revenue (Company) | Not disclosed | Not disclosed | Not disclosed | Contributed to Q1 bonus only | Annual cash incentive tied to revenue and strategic targets . | | Adjusted EBITDA (Company) | Not disclosed | Not disclosed | Not disclosed | Contributed to Q1 bonus only | Adjusted EBITDA metric used; see 2024 10‑K cross‑reference in proxy . | | Media Margin initiatives | Not disclosed | Not disclosed | Not disclosed | Contributed to Q1 bonus only | Media Margin is non‑GAAP; defined in proxy with 10‑K reference . | | Personal goals | Not applicable to PEO post-4/1/23 | — | — | — | PEO bonus 100% Company performance effective 4/1/23 . |
- Equity Awards (Selected detail for Patrick):
- 2024 Stock Awards grant-date fair value: $552,929; 2023: $582,033 .
- Performance RSUs (PSUs) and RSUs vesting schedules:
| Grant/Instrument | Quantity (Shares) | Vesting Schedule | Notes |
|---|---|---|---|
| RSUs (multiple grants) | 25,528 | Vest on Mar 1, 2025 | From outstanding RSU footnote (i) . |
| RSUs (multiple grants) | 51,056 | Two annual installments on Mar 1, 2025 and Mar 1, 2026 | From footnote (ii) . |
| RSUs (multiple grants) | 76,583 | Three annual installments on Apr 1, 2025, Apr 1, 2026, Apr 1, 2027 | From footnote (iii) . |
| PSU (granted Oct 3, 2022) | 25,528 | Cumulative vest on Mar 1, 2025; 12.5% achievement to date | Footnote (iv) . |
| PSU (granted Mar 24, 2023) | 25,528 | Cumulative vest on Mar 1, 2026; assuming 12.5% expected achievement | Footnote (8) . |
| PSU (granted Apr 5, 2024) | 51,056 | Cumulative vest on Apr 30, 2027; assuming 12.5% expected achievement | Footnote (8) . |
-
Option Awards: | Strike | Shares | Expiration | Vesting Status | |---:|---:|---|---| | $28.32 | 66,000 | Feb 1, 2029 | 33,000 vested 2/1/20; remaining fully vested 2/1/24 . |
-
2024 PSU grant-date fair value and maximum scenarios: | Metric | 2024 Most Probable GDFV ($) | 2024 Max GDFV ($) | |---|---:|---:| | Donald Patrick PSU | 313,224 | 375,869 |
Equity Ownership & Alignment
| Ownership Element | Amount | Details |
|---|---|---|
| Total beneficial ownership (shares) | 339,754 | Includes 252,484 common, 66,000 options, 3,191 shares to be delivered for vested PSU, and 18,079 shares from $50,000 convertible note at assumed $3.01 (subject to caps until Proposal 6 approval) . |
| Ownership (% of outstanding) | 1.64% | Based on 20,643,660 shares outstanding as of Apr 24, 2025 . |
| Options (exercisable) | 66,000 | $28.32 strike; exp. 2/1/2029 . |
| RSUs/PSUs unvested (select) | 76,584 RSUs + PSUs per table above | Schedules and amounts as shown in Performance Compensation . |
| Convertible Note | $50,000 principal → 18,079 shares at assumed $3.01 | Conversions limited by 19.99% cap and change‑of‑control provisions until Proposal 6 approval . |
| Pre‑Funded Warrants (pending approval) | 21,596 (Nov 2024 PFs); 9,199 (Mar 2025 PFs) | Exercise price $0.0005; insider issuance subject to shareholder approval (Proposals 4 and 5) . |
| Pledging/Hedging | Prohibited; none pledged as of 12/31/24 | Insider Trading Policy prohibits hedging/pledging; none pledged . |
| Ownership guidelines | Not disclosed | No specific multiple disclosed in proxy . |
Potential supply events:
- 2025 and 2026 RSU/PSU vesting tranches (see schedule) may create selling pressure if shares are delivered and sold .
- If Proposals 4/5/6 are approved, insider pre‑funded warrants (aggregate 2,251,038 company‑wide; Patrick’s amounts noted above) and convertible notes could add share supply upon exercise/conversion; PF Warrant exercise price is $0.0005 with company‑wide issuances to insiders disclosed, subject to Nasdaq rules .
Employment Terms
| Term | Provision |
|---|---|
| Contract term | Auto-renewing 1‑year terms unless 60‑day non‑renewal notice . |
| Severance (no cause / good reason) | 12 months’ base salary + prior year unpaid bonus + prorated current-year bonus (subject to release and covenants) . |
| Target bonus | Annual bonus of no less than 100% of annual salary (PEO’s bonus 100% tied to Company performance effective Apr 1, 2023) . |
| Change‑of‑control (plan terms) | Discretionary acceleration at change‑in‑control; if terminated without Cause within 24 months post‑CIC, time‑vesting accelerates in full and performance‑vesting vests at target . |
| Clawback | Company-wide Clawback Policy effective Oct 2, 2023 (SEC/Nasdaq compliant); plan-level recoupment also disclosed . |
| Insider trading policy | Prohibits hedging, monetization, and pledging; blackout practices around material events . |
Compensation Structure (Multi‑Year Summary)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 301,378 | 552,929 | 22,526 | 12,955 | 889,788 |
| 2023 | 320,214 | 582,033 | — | 12,809 | 915,056 |
Notes:
- No discretionary bonuses in 2023 and 2024; 2024 Q1 quarterly bonus paid under the annual plan .
- Option awards in 2024 were not granted to Patrick; 2024 option grants were to another NEO (CFO) per table and narrative .
Governance and Risk Indicators
- Section 16 reporting: Patrick failed to report five transactions on time on Form 4 during 2024 (late filings), a governance process red flag to monitor .
- Insider financings: Insiders, including Patrick, participated in August 2024 convertible notes and in November 2024 and March 2025 pre‑funded warrant private placements, with shareholder approvals sought under Nasdaq Rules (dilution/change‑of‑control safeguards), indicating alignment through capital support but also potential dilution risk upon conversion/exercise .
- Related party transactions: Audit Committee reports no current related party transaction above thresholds; insider financings are disclosed and subject to shareholder approvals rather than treated as related party transactions .
Investment Implications
- Pay-for-performance alignment: With 2024 cash bonus limited to Q1 only and heavy reliance on RSUs/PSUs, Patrick’s comp is largely at-risk and equity-based; TSR was negative across 2022–2024, and compensation actually paid to the PEO declined sharply in 2024 (to ~$51k per PVP table), signaling downside alignment during underperformance .
- Near-term supply risk: Multiple RSU/PSU tranches vesting in 2025–2027 and potential insider PF-warrant exercises and convertible note conversions upon shareholder approvals could add share supply and selling pressure; PF-warrants have a de minimis $0.0005 strike, increasing exercise likelihood if approvals are obtained .
- Retention and protections: 12 months’ salary severance plus prorated/earned bonus and CIC acceleration at target for performance awards balance retention with shareholder protections (double-trigger style through termination within 24 months post-CIC for full acceleration of time-based and target vesting for performance awards) .
- Alignment safeguards: Anti-hedging/pledging policy with no pledged shares by executives as of 12/31/24 and an SEC/Nasdaq-compliant clawback provide governance guardrails; however, the late Form 4 filings underscore process risk to monitor .
- Shareholder sentiment: Strong 98.20% Say-on-Pay approval in 2024 suggests investor support for the current program design despite weak TSR, which may reflect confidence in turnaround efforts and insider capital support via notes and pre-funded warrants .