Ryan Perfit
FluentAbout Ryan Perfit
Ryan Perfit, 47, is Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer of Fluent, Inc. (appointed September 1, 2024), after serving as Interim CFO from February 2023 to September 2024 and previously in senior finance roles at Fluent, LLC from 2012–2018. He holds a B.S. in Finance & Accounting from Tulane University . Company performance context: 2024 total shareholder return (value of a $100 investment) was -78.9% (2023: -66.3%; 2022: -45.2%) and net losses were $29.3m in 2024 (2023: $63.2m; 2022: $123.3m) .
Company performance (context during/around his tenure):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 298,399,000* | 254,623,000* |
| EBITDA ($) | 3,085,000* | -7,510,000* |
| TSR context (value of $100) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (%) | (45.2)% | (66.3)% | (78.9)% |
Values with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Source |
|---|---|---|---|
| Fluent, Inc. | Chief Financial Officer (CFO) | Sep 2024–present | |
| Fluent, Inc. | Interim CFO | Feb 2023–Sep 2024; Mar 2018–Mar 2019 | |
| Fluent, LLC (subsidiary) | SVP, Finance; Director of Finance | 2015–2018; 2012–2015 |
External Roles
| Organization | Role | Years | Source |
|---|---|---|---|
| EON Group Holdings, Inc. | Chief Financial Officer | Aug 2019–Feb 2023 | |
| GoShare, Inc. | Acting Chief Financial Officer | Aug 2019–Feb 2023 | |
| Only NY, Inc. | Acting Chief Financial Officer | Dec 2019–Feb 2023 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Cash Bonus ($) | All Other Comp ($) | Total ($) | Source |
|---|---|---|---|---|---|---|
| 2024 | 376,723 | Up to 100% (Company performance goals) | 0 | 3,767 | 658,040 |
Notes:
- Employment agreement: annual bonus opportunity up to 100% of salary based on Company performance; auto-renews annually; severance if terminated without cause or resigns for good reason equals greater of remaining term base salary or 12 months’ base salary, plus unpaid prior-year bonus and pro‑rated current-year bonus, subject to a release and restrictive covenants .
Performance Compensation
Equity awards (granted/held in 2024 year-end status):
| Award Type | Grant/Status Details | Quantity | Key Terms | Fair Value ($) | Source |
|---|---|---|---|---|---|
| RSUs | Unvested; vest in 3 installments on Sep 1, 2025/2026/2027 | 25,000 | Service-vesting | 68,750 | |
| Stock Options | Unexercised/unexercisable at 12/31/24; Exp. 9/9/2034 | 120,000 | Exercise price $2.75 | 208,800 |
Annual incentive framework (2024):
- Metrics included revenue, Adjusted EBITDA and strategic targets (“EBITDA Goal Bonus”), plus Media Margin initiative targets and personal performance goals .
- No 2024 non-equity incentive payout shown for Perfit in the Summary Compensation Table .
Clawback and trading controls:
- Nasdaq Rule 10D-compliant clawback policy (effective Oct 2, 2023) requires recovery of erroneously awarded incentive-based compensation for covered executives for the three completed fiscal years preceding a covered restatement .
- Anti-hedging and anti-pledging policy; as of Dec 31, 2024 no executive officers or directors had pledged shares .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Total beneficial ownership | 25,679 shares (<1% of outstanding) | |
| Direct/common shares | 7,600 | |
| Convertible Notes (potential shares) | 18,079 shares issuable upon conversion of $50,000 note (assumed $3.01 conversion price), subject to shareholder approval and 19.99% cap limits under Nasdaq rules | |
| Unvested RSUs | 25,000 (vesting Sep 1, 2025/2026/2027) | |
| Stock options | 120,000 options unexercisable at 12/31/24; $2.75 strike; expiring 9/9/2034 | |
| Pledging/Hedging | Prohibited; none pledged as of 12/31/24 | |
| Ownership guidelines | Not disclosed in proxy | — |
Insider financing alignment:
- Convertible subordinated notes (13% interest; mature April 2, 2029) issued Aug 19, 2024; insiders (including Perfit) participated; conversion price = lesser of $3.01 and the greater of the closing bid on conversion date and $1.00; subject to 19.99% issuance cap until stockholder approval (Proposal 6) .
Employment Terms
| Term | Perfit (CFO) | Plan-Level Provisions | Source |
|---|---|---|---|
| Agreement/Term | Employment agreement effective Sep 1, 2024; auto-renews annually unless 60-day non-renewal | — | |
| Severance | Greater of base salary for remainder of term or 12 months’ base salary, plus unpaid prior-year bonus and prorated current-year bonus; subject to release and covenant compliance | — | |
| Annual Bonus | Up to 100% of salary; Company performance goals | — | |
| Change-in-Control | Not specified in contract; equity plan provides discretion to accelerate; double-trigger acceleration if terminated without cause within 24 months post-CIC (time-based vests in full; performance vests at target) | 2022 Omnibus Plan | |
| Clawback | Company-wide clawback policy (Oct 2, 2023) | Company-wide | |
| Hedging/Pledging | Prohibited | Company-wide |
Investment Implications
- Alignment and insider support: Perfit’s equity mix is primarily unvested RSUs and options, with modest direct holdings; participation in the insider Convertible Notes financing indicates capital support and alignment with long-term equity value creation, though conversions are subject to shareholder approvals and Nasdaq caps .
- Vesting and selling pressure: Near-term supply from Perfit appears limited; his 25,000 RSUs start vesting September 1, 2025, and 120,000 options are out to 2034 with a $2.75 strike, suggesting limited selling pressure before late 2025 absent option exercises .
- Pay-for-performance oversight: 2024 TSR was -78.9% and the company incurred a $29.3m net loss; Perfit’s 2024 cash incentive was $0, with compensation skewed to equity, consistent with shareholder alignment. Say‑on‑Pay support was high in 2024 (98.20%), but ongoing scrutiny of performance metrics (revenue, Adjusted EBITDA, Media Margin) is warranted given volatility .
- Governance protections: Double-trigger CIC vesting in the equity plan, a robust clawback, and anti‑hedging/pledging policies reduce windfall risk and promote retention and compliance culture for senior executives including the CFO .
Values with * retrieved from S&P Global.