Ryan Schulke
FluentAbout Ryan Schulke
Ryan Schulke, 42, is co‑founder of Fluent and currently Chief Strategy Officer (since July 1, 2021); he previously served as CEO (March 2018–June 2021) and has been a director since 2015. He holds a B.A. in Communications from Marymount Manhattan College and began his career as Media Director at Clash Media (2007–2010) before co‑founding Fluent, LLC in 2010 . Schulke is a significant shareholder with 3,705,269 shares (17.72% of outstanding) via direct and affiliated holdings; deferred RSUs and insider financing instruments further tie his economics to long‑term value creation . The company’s executive incentives reference Company metrics including revenue, Adjusted EBITDA, strategic targets, and “Media Margin” initiatives, with limited payouts in 2024 reflecting performance cadence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fluent, Inc. | Chief Strategy Officer | 2021–present | Co‑founder leading strategy post-CEO transition; continued Board service |
| Fluent, Inc. | Chief Executive Officer | 2018–2021 | Led public company after merger of Fluent, LLC; execution and industry leadership |
| Fluent, LLC | Co‑founder | 2010–2015 (subsidiary post‑merger) | Built performance marketing platform; merged into public parent (Fluent, Inc.) |
| Clash Media | Media Director | 2007–2010 | Digital media operations and performance marketing experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed for Schulke in the proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Cash Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 301,378 | ≥100% of salary (by agreement) | 22,526 (Q1 only) | Salary reduced 20% effective Apr 1, 2023 due to market conditions |
| 2023 | 320,214 | ≥100% of salary | 0 (no discretionary bonus) | Earn‑back contingent on $100M gross profit not achieved |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Delivery |
|---|---|---|---|---|---|
| Revenue, Adjusted EBITDA, strategic targets (“EBITDA Goal Bonus”) | Not disclosed | Not disclosed | Company performance quarter‑based | $22,526 for Q1 2024; no other 2024 quarters | Cash bonus; no equity vesting |
| “Media Margin” initiative targets | Not disclosed | Not disclosed | Initiative progress | Not disclosed | Applies to annual cash incentive structure |
| PSUs (2022 grant) | Plan‑based | Cumulative vest Mar 1, 2025 | 12.5% achieved as of 12/31/24 | Not disclosed | Cumulative vest on Mar 1, 2025 |
| PSUs (2023 grant) | Plan‑based | Cumulative vest Mar 1, 2026 | Assumes 12.5% expected achievement | Not disclosed | Cumulative vest on Mar 1, 2026 |
| PSUs (2024 grant) | Plan‑based | Cumulative vest Apr 30, 2027 | Assumes 12.5% expected achievement | Not disclosed | Cumulative vest on Apr 30, 2027 |
- 2024 PSU grant-date fair value for Schulke: $269,228; max value scenario $323,074 .
Equity Ownership & Alignment
| Category | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 3,705,269 shares; 17.72% of outstanding | As of record date; based on 20,643,660 shares outstanding |
| Breakdown of beneficial holdings | See detail → | (i) 2,827,831 direct; (ii) 333,334 via RSMC Partners, LLC; (iii) 103,027 via Schulke Inn Family Foundation Trust; (iv) 20,208 via 2020 GRAT; (v) 149,690 via 2022 GRAT; (vi) 271,179 via convertible note assumed convertible at $3.01 (subject to Nasdaq share caps until stockholder approval) |
| Deferred, vested RSUs | 113,333 shares | Vested; delivery deferred until the sooner of change of control or termination of employment |
| Unvested RSUs (12/31/24) | 4,236 units | Per outstanding equity awards table |
| PSUs outstanding (key tranches) | 33,889 (2022 issue) | Cumulative vest Mar 1, 2025; 12.5% achieved as of 12/31/24 |
| 30,556 (2023 issue) | Cumulative vest Mar 1, 2026; 12.5% expected achievement assumption | |
| 50,000 (2024 issue) | Cumulative vest Apr 30, 2027; 12.5% expected achievement assumption | |
| Options (exercisable/unexercisable) | None disclosed | No option awards listed for Schulke in 2024 table |
| Pre‑Funded Warrants (awaiting stockholder approval to exercise) | 551,977 (March; Schulke personal) | Exercise price $0.0005 per share; issued at $2.174 per warrant; subject to Nasdaq approval (Proposal 5) |
| 229,990 (March; Schulke Inn Family Foundation Trust) | Same terms; subject to approval | |
| 259,156 (Nov; Trust) | Issued at $2.3147 per warrant; exercise $0.0005; subject to Nasdaq approval (Proposal 4) | |
| Anti‑hedging/pledging | Prohibited; none pledged as of 12/31/24 | Insider Trading Policy bans hedging, margin, pledging; none pledged by directors/executives |
Note: Schulke may be deemed to have shared voting control with Dr. Phillip Frost and Frost Gamma Investments Trust under a Stockholders’ Agreement (vote support for Schulke’s Board nominees). If those shares were deemed beneficial to Schulke, his ownership would be 8,623,843 shares (41.09%) .
Employment Terms
- Contract: Automatic one‑year renewals unless 120‑day non‑renewal notice; annual bonus provision of no less than 100% of salary based on Company and personal performance goals; effective Apr 1, 2023 bonus became 100% Company performance and salary reduced 20% to $301,378 due to market conditions .
- Severance: Death/disability → one year base salary. Termination without cause or resignation for good reason → greater of balance of term or one year base salary, plus prior‑year unpaid bonus and prorated current‑year bonus, contingent on release and compliance with restrictive covenants .
- 2023 Executive pay adjustment: 20% salary reduction for Executive Leadership Team, with earn‑back if ≥$100M gross profit; target not met, earn‑back not paid .
- Clawback: Board adopted clawback policy effective Oct 2, 2023 (Rule 10D‑1), requiring recovery of erroneously awarded incentive compensation over prior three years upon a covered accounting restatement; plan-level recoupment provisions also apply for cause/misconduct/restrictive covenant breaches .
Board Governance
- Service history: Director since 2015; served as Chairman until June 9, 2024, then resigned from Chair; independent director Donald Mathis appointed Chairman; Mathis previously appointed Lead Independent Director effective June 28, 2022 .
- Independence: Board affirmatively determined Mathis, Graff, Pfenniger, Shattuck Kohn, and Geygan are independent; Schulke (executive) is not listed among independent directors . Audit Committee members meet Rule 10A‑3 independence criteria .
- Committees: Standing committees are Audit (Chair: Shattuck Kohn), Compensation (Chair: Mathis), and Corporate Governance & Nominating (Chair: Pfenniger); Schulke is not a member of these committees .
- Meetings/attendance: Board held 11 meetings in 2024; all incumbent directors attended ≥75% of aggregate Board and committee meetings during their service periods; four directors attended the 2024 annual meeting .
- Director compensation: Non‑employee directors receive quarterly fees plus chair premiums and annual RSUs; Schulke, as an employee director, is not included in the non‑employee director compensation table .
Director Compensation (Schulke)
| Item | Amount | Notes |
|---|---|---|
| Director fees | — | Not applicable; table covers non‑employee directors only |
| Director equity | — | Non‑employee grants detailed; Schulke’s equity disclosed under executive awards |
Related Party & Financing Transactions
- November Pre‑Funded Warrants: Issued Nov 29, 2024 to certain directors/officers including Schulke; up to 539,908 shares collectively; exercise conditioned on stockholder approval per Nasdaq rules; potential market overhang upon exercise .
- March Pre‑Funded Warrants: Issued Mar 19, 2025 to Schulke and others; up to 1,711,130 shares collectively; similar approval conditions and potential overhang .
- August 2024 Convertible Notes: $2.1M aggregate; purchasers include Schulke and other officers, plus Frost Gamma; conversion price lesser of $3.01 and a bid‑price floor with $1.00 minimum unless stockholder approval; capped at 19.99% until approval (change‑of‑control guardrails) .
- Stockholders’ Agreement: Dr. Frost/Frost Gamma agreed to vote in favor of Schulke’s Board nominees, implying coordination .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval | Notes |
|---|---|---|
| 2024 (meeting held Jun 5, 2024) | 98.20% in favor | Compensation Committee viewed this as strong support; continued approach without material changes |
Risk Indicators & Red Flags
- Hedging/pledging prohibited; none pledged as of 12/31/24 (alignment positive) .
- Insider financing (warrants/convertible notes) introduces potential dilution and trading overhang if/when exercised/converted (monitor Proposals 4–6 outcomes) .
- Section 16 filing timeliness: One late Form 4 reported for Schulke (administrative process risk) .
- Governance concentration risk: Potential deemed shared voting control via Stockholders’ Agreement; if combined, could exceed 40% beneficial ownership implication .
Compensation Structure Analysis
- Mix shift toward PSUs/RSUs: Schulke had no options outstanding in 2024 awards; equity is primarily RSUs/PSUs with multi‑year vesting, indicating lower near‑term exercise/selling pressure and performance linkage .
- At‑risk pay: Annual bonus opportunity of ≥100% of salary tied to Company metrics; 2024 payout limited to Q1 only, signaling discipline around performance‑based pay .
- Clawbacks: Robust clawback framework (SEC‑mandated + plan recoupment) reduces pay‑for‑performance slippage risk .
Equity Award Details (Schulke, as of 12/31/24)
| Award Type | Quantity | Key Terms |
|---|---|---|
| RSUs (unvested) | 4,236 | Per outstanding equity awards table |
| RSUs (vested, delivery deferred) | 113,333 | Delivered upon the sooner of change of control or termination |
| PSUs (2022 issue) | 33,889 | Cumulative vest Mar 1, 2025; 12.5% achieved |
| PSUs (2023 issue) | 30,556 | Cumulative vest Mar 1, 2026; 12.5% expected achievement assumption |
| PSUs (2024 issue) | 50,000 | Cumulative vest Apr 30, 2027; 12.5% expected achievement assumption |
Trading Pressure & Vesting Calendar (Highlights)
- 2025: Potential delivery of 113,333 deferred RSUs upon change of control or termination (not otherwise scheduled); 2022 PSUs cumulatively vest on Mar 1, 2025; monitor any conversions of Schulke’s convertible note (subject to approvals/caps) .
- 2026: 2023 PSUs cumulatively vest Mar 1, 2026 .
- 2027: 2024 PSUs cumulatively vest Apr 30, 2027 .
Expertise & Qualifications
- Education: B.A. in Communications, Marymount Manhattan College .
- Industry expertise: Digital marketing/advertising; senior management; corporate governance (per Board skills matrix) .
- Legal/Regulatory: No legal proceedings requiring 401(f) disclosure noted for Schulke .
Board Committee Landscape (for governance quality context)
| Committee | Chair | Members | Independence |
|---|---|---|---|
| Audit | Barbara Shattuck Kohn | Kohn, Mathis, Graff | All independent; Kohn is “audit committee financial expert” |
| Compensation | Donald Mathis | Mathis, Shattuck Kohn | Independent |
| Corporate Governance & Nominating | Richard Pfenniger | Pfenniger, Mathis, Shattuck Kohn | Independent |
Investment Implications
- Alignment: Schulke’s substantial ownership (17.72%) and participation in insider financings strongly align him with equity value, but also concentrate governance influence; Stockholders’ Agreement with Frost Gamma elevates control considerations .
- Supply overhang risk: Approval and subsequent exercise/convertibility of insider pre‑funded warrants and convertible notes could add meaningful share supply; track outcomes of Proposals 4–6 and related issuance caps to gauge timing .
- Incentive design: Emphasis on Company‑level metrics (revenue, Adjusted EBITDA, Media Margin) and PSUs fosters pay‑for‑performance; limited 2024 bonus (Q1 only) signals payout discipline .
- Retention economics: Auto‑renewal employment terms with severance (≥one year base + bonus components) and multi‑year PSU vesting support retention; robust clawbacks limit windfalls on restatements or misconduct .
- Trading signals: Schulke’s participation in insider financings (warrants/notes) indicates confidence in fundamentals, yet investors should model dilution scenarios and monitor vesting calendars for potential selling pressure around PSU events and any change‑of‑control delivery of deferred RSUs .
Citations
All facts and figures are sourced from FLNT’s 2025 DEF 14A proxy statement: .