Matthew Conlin

About Matthew Conlin

Matthew Conlin (age 41) is Co‑Founder and Chief Customer Officer of Fluent, Inc. (since July 2021), previously President (Mar 2018–Jun 2021) and U.S. Sales Director at Clash Media; he holds a B.S. in Marketing from St. John’s University and has served on FLNT’s board since 2018 . During 2022–2024, FLNT’s shareholder return was negative (value of a $100 investment fell 45.2% in 2022, 66.3% in 2023, 78.9% in 2024), and the company reported net losses, underscoring challenging operating performance . Revenues declined from FY2022 to FY2024 and EBITDA compressed over the same period (see Performance tables below).* Values retrieved from S&P Global.

Board service and independence: Conlin is a management director (not listed among the board’s “independent” directors) and currently holds no committee seats; the board’s independent Chair is Donald Mathis, and a Lead Independent Director structure is in place, mitigating dual‑role risks .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Cash Incentive (2024)

Notes: 2024 cash bonus program was 100% company‑performance‑based for executives; Q1 only payout was made, no payouts for the remaining quarters .

Equity Awards (selected outstanding/awarded)

Equity Ownership & Alignment

Related alignment considerations:

• Participation in insider financings (Convertible Notes and Pre‑Funded Warrants) increases future potential share issuance and may contribute to supply overhang upon exercise/convertibility, subject to shareholder approvals and exchange rules .

Employment Terms

Board Governance (Director‑Specific)

• Board service: Director since 2018; management (non‑independent) director .
• Committees: Not listed on Audit, Compensation or Nominating committees; those committees consist of independent directors (Kohn/Mathis/Graff/Pfenniger) .
• Board structure: Independent Chair (Donald Mathis) appointed June 9, 2024; Lead Independent Director framework in place, enhancing oversight separation from management .
• Attendance: In 2024, all incumbent directors attended ≥75% of aggregate board/committee meetings (individual rates not disclosed) .
• Director compensation: Non‑employee director fee/equity program disclosed; Conlin, as an employee director, is not in the non‑employee director compensation table .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑Pay received 98.20% support at the June 5, 2024 annual meeting; the Compensation Committee maintained program structure given strong support .

Related‑Party & Financing Transactions (insider participation)

• Convertible Notes (Aug 19, 2024): Insiders (including Conlin) purchased notes accruing 13% interest, maturing Apr 2, 2029; conversion price is the lesser of $3.01 and a price‑floor formula, with a hard floor of $1.00 until shareholder approval; issuance above 19.99% cap and certain pricing thresholds requires shareholder approval (Nasdaq Rules 5635(b)/(c)/(d)) . Conlin’s beneficial table assumes 361,572 shares issuable on conversion of his $1,000,000 note + accrued interest at $3.01; actual convertibility remains subject to caps/approvals .
• Pre‑Funded Warrants: November 29, 2024 (aggregate insider tranche up to 539,908 shares) and March 19, 2025 (up to 1,711,130 shares) sold to directors/officers (including Conlin/family trusts); exercise price $0.0005, with shareholder approval conditions under Nasdaq rules; per‑warrant prices $2.3147 (Nov) and $2.174 (Mar) .
• The proxy’s related‑party section states no current related‑party transactions above the defined threshold; however, the insider financings described above are separately presented for shareholder approval and governance compliance .

Performance (Company context)

Annual fundamentals

Values marked with * retrieved from S&P Global.

Quarterly trend (most recent four quarters)

Values marked with * retrieved from S&P Global.

Additional context: Pay‑vs‑Performance table shows negative TSR trajectories over 2022–2024 and material net losses, aligning with reduced equity grant valuations and limited cash bonuses in 2023–2024 .

Risk Indicators & Red Flags

• Insider financing participation (Convertible Notes and Pre‑Funded Warrants) by executive/director raises future issuance/overhang and potential alignment concerns without robust approval safeguards (addressed via Proposals 4–6 and Nasdaq compliance) .
• Section 16 reporting timeliness: the company notes Conlin failed to file two transactions on time in 2024 (Form 4) .
• Anti‑hedging/pledging policy in place; as of 12/31/24, no pledges by directors or officers (governance positive) .
• Say‑on‑Pay support strong (98.20%), reducing near‑term compensation policy pressure .

Board Service History, Committees, and Dual‑Role Implications

• Service since: Director since 2018 .
• Committees: None (all standing committees composed of independent directors) .
• Independence: Not listed among independent directors; is an executive officer and co‑founder .
• Dual‑role risk mitigants: Independent Chair (Mathis) and Lead Independent Director structure; separation of CEO and Chair roles .

Investment Implications

• Alignment: Conlin’s substantial ownership (11.27%) and additional exposure via insider financings/PSUs indicate high equity linkage; hedging/pledging prohibitions support true exposure .
• Retention: Multi‑year PSUs (2025–2027) and deferred RSUs create retention hooks; severance provides 12 months’ base (or remainder of term) plus bonus accruals—moderate protections without outsized cash parachutes; equity accelerates at target if terminated without cause post‑CIC .
• Trading signals: On approval/convertibility of pre‑funded warrants and notes, incremental supply could pressure shares; monitor shareholder votes on Proposals 4–6 and subsequent Form 4 activity for potential sales following share issuances .
• Pay‑for‑performance: Bonuses were tightly constrained (Q1 2024 only); PSU reliance and negative TSR backdrop suggest program sensitivity to financial performance; Say‑on‑Pay support reduces near‑term governance risk but performance execution remains key .