Richard Pfenniger
FluentAbout Richard C. Pfenniger, Jr.
Independent director of Fluent, Inc. since 2022; age 69; JD from the University of Florida and B.B.A. from Florida Atlantic University; former CPA at Price Waterhouse and Miami corporate attorney. Chairs the Corporate Governance and Nominating Committee; the Board has affirmatively determined his independence under Nasdaq rules. Board held 11 meetings in 2024; all directors met at least 75% attendance across Board and committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continucare Corporation | Chairman, President & CEO | 2003–2011 | Led a primary care physician services provider through acquisition; operating leadership background |
| Whitman Education Group | CEO & Vice Chairman | 1997–2003 | Career-oriented higher education; governance and operational experience |
| IVAX Corporation | COO; SVP Legal/GC | 1994–1997; 1989–1994 | Pharma operations, legal and compliance expertise |
| IntegraMed America | Interim CEO | 2013 | Specialty healthcare services; transition leadership |
| Vein Clinics of America | Interim CEO | May 2014–Feb 2015 | Medical group management during turnaround |
| Private practice (Miami) | Corporate attorney | Not disclosed | Business transactions focus; prior CPA at Price Waterhouse |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OPKO Health, Inc. (Nasdaq: OPK) | Director | Since 2008 | Longstanding board-level healthcare oversight |
| Cocrystal Pharma, Inc. (Nasdaq: COCP) | Director | Since 2021 | Clinical-stage biotech governance |
| GeneDx Holdings Corp. (Nasdaq: WGS) | Director | Since 2022 | Medical diagnostics board service |
| Phillip & Patricia Frost Museum of Science | Vice Chairman; Executive Committee | Since 2016 | Civic/science institution leadership |
| Prior boards (selected) | IVAX; Biocardia; Wright Investors’ Services; Asensus Surgical; GP Strategies | Various | Diverse public company experience |
Board Governance
- Independence and attendance: The Board determined Pfenniger is independent; in 2024 the Board met 11 times and all incumbent directors attended at least 75% of Board and committee meetings.
- Committee assignments: Chair, Corporate Governance & Nominating Committee (members: Pfenniger, Mathis, Shattuck Kohn); 2024 CGN meetings: 1.
- Other committees (for context): Audit (Chair: Shattuck Kohn; members Mathis, Graff); 2024 meetings: 5; Compensation (Chair: Mathis; member Shattuck Kohn); 2024 meetings: 6.
- Board leadership: Independent Chairman Donald Mathis since June 9, 2024; Lead Independent Director framework maintained.
- Risk oversight: Standing committees, particularly Audit, receive quarterly risk reports and report to the full Board.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $45,000 | $10,000 quarterly director retainer plus $5,000 CGN chair fee |
| RSU stock awards (grant-date fair value) | $75,000 | Standard annual grant sized to $75,000; time-based vesting |
| Options/other | — | No option awards to directors in 2024 |
- Director fee schedule: $10,000 per quarter director cash retainer; committee chair fees: Audit $10,000; Compensation $5,000; Corporate Governance & Nominating $5,000; Lead Independent Director $5,000. Annual RSU grant at meeting date sized to $75,000, vesting in three equal annual installments.
Performance Compensation (Director)
| Equity Award | Grant Date | Shares | Grant-Date Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual grant) | June 5, 2024 | 21,429 | $75,000 | 3 equal annual tranches starting June 1, 2025 (then 2026, 2027) | None disclosed (time-based) |
| Prior RSUs (outstanding at FY-end) | Various | 37,582 | N/A | Includes 12,820 vesting June 7, 2025 & June 7, 2026; 21,429 vesting June 1, 2025–2027; 3,333 scheduled Oct 1, 2023 per filing | None disclosed |
- Clawback: Company adopted a Dodd-Frank compliant clawback policy (Oct 2, 2023) for erroneously awarded incentive compensation; equity plan also includes recoupment provisions for Section 16 officers/participants.
- Change-in-control: 2022 Omnibus Plan permits acceleration at administrator’s discretion upon change-in-control; time-vested awards may become fully vested; performance awards deemed achieved at target if specified.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| OPKO Health (OPK) | Director | FLNT’s principal stockholder is Dr. Phillip Frost/Frost Gamma (23.74%); network overlap merits monitoring, though no related-party transactions disclosed at FLNT. |
| Cocrystal Pharma (COCP) | Director | No FLNT-related transactions disclosed. |
| GeneDx (WGS) | Director | No FLNT-related transactions disclosed. |
- Related-party transactions: Audit Committee reviews/approves RPTs; company states no current RPTs above threshold.
Expertise & Qualifications
- Board skills matrix indicates senior management, finance/accounting, legal/regulatory/compliance, and corporate governance expertise for Pfenniger.
- Credentials: CEO experience (healthcare), interim-CEO roles, COO and GC in pharma, legal training (JD), accounting background (CPA).
Equity Ownership
| Metric | Dec 31, 2024 | Apr 24, 2025 (Record Date) |
|---|---|---|
| Common stock beneficially owned (shares) | 26,631 | 26,631; less than 1% of outstanding |
| Unvested RSUs (shares) | 37,582 (RSUs outstanding by director at FY-end) | 24,029 RSUs remaining subject to vesting (excluded from beneficial total) |
| Shares pledged/hedged | None pledged; hedging/short sales prohibited by policy | None pledged; hedging/short sales prohibited |
Governance Assessment
-
Strengths
- Independent director with deep healthcare, legal, and accounting background; chairs the Corporate Governance & Nominating Committee.
- Consistent director equity grants with multi-year vesting and no options; anti-hedging/pledging and clawback provisions enhance alignment.
- Board and committee structure active (Audit 5; Compensation 6; CGN 1) with risk oversight cadence; all directors met ≥75% attendance in 2024.
- Shareholders supported Say‑on‑Pay strongly in 2024 (≈98.20% “for”).
-
Watch Items / Potential Red Flags
- Section 16 compliance: Pfenniger had one late Form 4 in 2024 (administrative, but trackable).
- Network overlap: Pfenniger’s board role at OPKO and FLNT’s principal stockholder Dr. Phillip Frost/Frost Gamma (23.74%) create potential information-flow interlocks; no related-party transactions disclosed, but monitor governance safeguards and recusal practices.
- Insider financing approvals: 2025 Annual Meeting approved insider pre-funded warrants (Nov/March) and convertible notes; although Pfenniger is not listed among investors, optics warrant continued oversight of independence in approvals.
Director Compensation Detail (2024)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees earned/paid in cash | 45,000 | Director retainer ($40,000) + CGN chair fee ($5,000) |
| Stock awards (RSUs) | 75,000 | 21,429 RSUs granted June 5, 2024; 3-year annual vest starting June 1, 2025 |
| Options | — | No director options in 2024 |
| Total | 120,000 | Cash + RSUs |
Insider Trades / Shareholder Votes (Context)
- Section 16 filing timeliness: “Richard Pfenniger, Jr. failed to report one transaction on time on a Form 4” for FY 2024.
- 2025 Annual Meeting outcomes: Director elections and all proposals passed; e.g., Pfenniger received 5,977,632 “for” vs 189,845 “against”; Say‑on‑Pay 5,990,687 “for” vs 119,944 “against”.
Related Party & Conflicts Summary
- Policy: Audit Committee pre-approves related party transactions; none currently proposed or outstanding above threshold.
- Anti‑hedging/pledging: Company-wide prohibition; none pledged by directors as of 12/31/2024.
Notes on Equity Plan and Governance Protections
- 2022 Omnibus Equity Plan: Amended in 2025 to increase share reserve to 3,666,666; includes change‑in‑control acceleration provisions and tax withholding mechanics.
- Clawback: Company clawback policy (Oct 2, 2023) and plan recoupment for Section 16 officers/participants; relevant to director equity as plan participants.
Overall, Pfenniger presents as an experienced, independent director with strong governance credentials and time-based equity alignment. Key monitoring items are administrative compliance (late Form 4) and potential network interlocks given FLNT’s principal stockholder; current disclosures indicate no related‑party transactions and robust committee oversight.