James Geygan
FluentAbout James P. Geygan
James P. Geygan (age 37) is an independent director of Fluent, Inc., appointed January 17, 2025. He serves as Interim Chief Executive Officer and President of Global Value Investment Corp. (GVIC), a significant stockholder of Fluent, and previously held COO/SVP and VP roles at GVIC; earlier roles include Wells Fargo Asset Management and Wells Fargo Bank. He holds a B.S. in Political Science from the University of Wisconsin–Madison. The Board determined him to be “independent” under Nasdaq rules at appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Value Investment Corp. (GVIC) | Interim CEO & President | May 2024–present | Investment firm leadership; governance and capital markets experience cited for FLNT board qualification |
| Global Value Investment Corp. (GVIC) | COO & SVP | Dec 2021–May 2024 | Operations leadership at significant FLNT holder |
| Global Value Investment Corp. (GVIC) | Vice President | May 2017–Dec 2021 | Investment and governance experience |
| Wells Fargo Asset Management | Associate Regional Director | 2015–2017 | Distribution/asset management exposure |
| Wells Fargo Bank | Private Banker & Brokerage Associate | 2012–2015 | Banking/brokerage experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Value Investment Corp. (GVIC) | Director | Feb 2023–present | GVIC is a significant FLNT stockholder |
| GVRC India Private Limited (GVIC subsidiary) | Director | Sep 2019–present | Subsidiary board role |
Board Governance
- Committee assignments: Not listed as member of the Audit, Compensation, or Corporate Governance & Nominating Committees in the proxy’s committee rosters; an ad-hoc Risk & Compliance Committee exists (members not enumerated). This suggests no standing committee assignment disclosed for Mr. Geygan as of the proxy publication.
- Independence: Board affirmed Mr. Geygan is “independent” under Nasdaq standards at appointment on January 17, 2025.
- Tenure and elections: Nominated for election among seven directors at the June 18, 2025 annual meeting; director since January 2025.
- Board activity baseline: In 2024, the Board held 11 meetings; all incumbent directors attended at least 75% of board and committee meetings during their service period (Mr. Geygan was not on the Board in 2024).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $10,000 per quarter ($40,000/year) | Standard for non-employee directors |
| Chair fee – Audit Committee | $10,000/year | If applicable |
| Chair fee – Compensation Committee | $5,000/year | If applicable |
| Chair fee – Corporate Governance & Nominating Committee | $5,000/year | If applicable |
| Lead Independent Director fee | $5,000/year | If designated (not applicable to Mr. Geygan) |
Performance Compensation
| Equity Award | Grant size/value | Vesting | Notes |
|---|---|---|---|
| New director onboarding RSUs | 10,000 RSUs | 3 equal annual installments beginning on first anniversary | Mr. Geygan received 10,000 RSUs upon joining; remain subject to vesting |
| Annual RSU grant at AGM | $75,000 grant-date value | 3 equal annual installments beginning on first anniversary | Number of RSUs based on 5-day average price pre-AGM; policy applies on AGM date (June 18, 2025) |
- Performance metrics tied to director equity: None; RSUs are time-based (no performance conditions).
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Global Value Investment Corp. (GVIC) | Private | Interim CEO/President; Director | GVIC and accounts beneficially own ~14.9% of FLNT; Mr. Geygan also personally holds shares; may present potential conflicts in any future related-party transactions; Board deems him independent; Audit Committee oversees related-party transactions |
Expertise & Qualifications
- Senior management; finance/accounting; legal/regulatory/compliance; corporate governance; employment/HR (self-identified in Board Skills Matrix).
- Company cites public company governance and capital markets experience as rationale for board service.
Equity Ownership
| Holder | Shares Owned | RSUs Unvested | Total Beneficial Ownership | % of Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|
| James P. Geygan (personal) | 8,599 | 10,000 | 8,599 (personal); RSUs excluded until vest | Included within totals below | Hedging/pledging prohibited; none pledged as of 12/31/24 |
| Global Value Investment Corp. (GVIC) | 3,057,189 | — | 3,057,189 | — | — |
| Aggregate beneficial for Mr. Geygan (personal + deemed via GVIC) | — | — | 3,065,788 | 14.85% (based on 20,643,660 shares outstanding) | None pledged; anti-hedging policy applies |
Notes:
- Beneficial ownership totals are as presented in the proxy’s ownership table and footnotes; RSUs unvested are excluded from beneficial totals; company-wide anti-hedging/anti-pledging policy in effect; no pledges reported as of 12/31/24.
Governance Assessment
- Alignment and influence: Strong “skin in the game” via GVIC’s ~14.9% stake plus personal holdings; beneficial ownership indicates significant influence and alignment with shareholder value creation.
- Independence status: Despite investor affiliation, Board affirmed independence at appointment—positive for governance optics, but ongoing monitoring warranted due to dual roles at GVIC.
- Related-party transactions: Company states no current related-party transactions exceeding thresholds; Audit Committee oversees such matters. Notably, recent financing proposals involved insiders (co-founders/CEO and a principal stockholder), but Mr. Geygan is not identified as a participant.
- Board effectiveness signals: Board met 11 times in 2024; all incumbents ≥75% attendance; Say-on-Pay support 98.20% in 2024 suggests constructive shareholder relations.
- Compensation structure for directors: Balanced mix—cash retainer plus time-vested RSUs (onboarding grant + annual grant), aligning director pay with long-term equity.
RED FLAGS and Watch Items:
- Potential conflict: Dual role as Interim CEO of a 14.9% stockholder (GVIC) may pose perceived conflicts in capital allocation or related-party contexts; mitigants include independence designation and Audit Committee oversight.
- Insider financing optics: Company sought shareholder approval for insider-linked pre-funded warrants and convertible notes (Proposals 4–6). Although not attributed to Mr. Geygan, insider financing can pose governance-perception risk; stockholder approvals provide transparency.
Appendix: Key Disclosures (for reference)
- Appointment and independence: Mr. Geygan appointed Jan 17, 2025; independence affirmed.
- Director nominee profile (age, background, education):
- Committee rosters and functions (no listing of Mr. Geygan on standing committees):
- Director compensation policy (cash and equity):
- Beneficial ownership table and footnotes (Mr. Geygan and GVIC):
- Anti-hedging/pledging policy:
- Related-party transactions policy and current status:
- Say-on-Pay 2024 outcome: