CEO Donald Patrick was paid $1,509,212 in fiscal year 2025, ↑ up 69.6% from fiscal year 2024 (SEC filing 0001437749-26-014994 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,509,212 ↑ Donald Patrick total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 98.25% Say-on-pay support, latest vote |
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FLNT's next annual pay disclosure, estimated May 6, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Donald Patrick | $301,378 | $0 | $1,183,027 | $0 | $12,752 | $0 | $12,055 | $1,509,212 |
| (Chief Executive Officer) | ||||||||
| Ryan Perfit | 376,723 | 0 | 537,600 | 0 | 12,752 | 0 | 13,372 | 940,447 |
| (Chief Financial Officer) | ||||||||
| Matthew Conlin | 301,378 | 0 | 0 | 0 | 12,752 | 0 | 12,055 | 326,185 |
| (Chief Customer Officer) | ||||||||
| Ryan Schulke | 301,378 | 0 | 0 | 0 | 12,752 | 0 | 9,544 | 323,674 |
| (Chief Strategy Officer) | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Donald Patrick | $1,509,212 | $889,788 | — | ↑ +619,424 |
| Ryan Perfit | 940,447 | 658,040 | — | ↑ +282,407 |
| Matthew Conlin | 326,185 | 605,187 | — | ↓ −279,002 |
| Ryan Schulke | 323,674 | 602,560 | — | ↓ −278,886 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses FLNT in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FLNT in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Donald Patrick | RSU | 2025-10-09 | — | — | 222,000 | — | — |
| Ryan Perfit | RSU | 2025-10-09 | — | — | 112,000 | — | — |
| Ryan Perfit | PSU | 2025-10-09 | — | 112,000 | — | — | 271,040 |
| Donald Patrick | PSU | 2025-10-09 | — | 222,000 | — | — | 654,667 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Donald Patrick | $0 | $654,667 | $0 | 100.0% |
| Ryan Perfit | 0 | 271,040 | 0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Ryan Perfit | PSU | 112,000 | — | $268,800 |
| Donald Patrick | RSU | 25,528 | — | 61,267 |
| Donald Patrick | RSU | 222,000 | — | 532,800 |
| Donald Patrick | PSU | 222,000 | — | 532,800 |
| Ryan Perfit | RSU | 112,000 | — | 268,800 |
| Donald Patrick | RSU | 51,056 | — | 122,534 |
| Matthew Conlin | RSU | 16,667 | — | 40,000 |
The Company's compensation program is designed to attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company, while strengthening the commitment of such individuals to the Company and motivating them to faithfully and diligently perform their responsibilities.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-17 | 20,724,713 | 369,203 | 9,062 | 98.25% | Passed |
| 2025 | 2025-06-18 | 5,990,687 | 119,944 | 57,748 | 98.04% | Passed |
| 2023 | 2023-05-05 | 23,455,290 | 1,074,489 | 209,403 | 95.62% | Passed |
| 2022 | 2022-06-08 | 32,334,911 | 4,667,580 | 139,665 | 87.39% | Passed |
| 2021 | 2021-06-02 | 41,102,435 | 1,397,390 | 118,346 | 96.71% | Passed |
| 2020 | 2020-06-03 | 50,870,793 | 2,095,363 | 152,376 | 96.04% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-17 | 98.25%a |
| 2025 | 2025-06-18 | 98.04%b |
| 2023 | 2023-05-05 | 95.62%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Donald MathisIndependent · Board Chair · Lead Independent Director · Audit · Compensation · Nominating/Governance | $70,000 | $75,000 | $0 | $0 | $0 | $145,000 |
| Barbara Shattuck KohnIndependent · Audit · Compensation · Nominating/Governance | 50,000 | 75,000 | 0 | 0 | 0 | 125,000 |
| Richard C. Pfenniger JrIndependent · Nominating/Governance · Audit · Compensation | 45,000 | 75,000 | 0 | 0 | 0 | 120,000 |
| David A. GraffIndependent · Audit · Compensation · Nominating/Governance | 40,000 | 75,000 | 0 | 0 | 0 | 115,000 |
| James P. GeyganIndependent · Audit | 38,222 | 75,000 | 0 | 0 | 0 | 113,222 |
| Matthew ConlinEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $75,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 10,000 / 5,000 / 5,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $243,222 |
| Equity awards (grant-date value) | $375,000 |
| All other compensation | $0 |
| Total cost of the board | $618,222 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Fluent, Inc. | 2025 | Donald Patrick | $301,378 | $1,183,027 | $0 | $12,752 | $1,509,212 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Donald Patrick | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Executive Compensation”. As printed: 1,509,212. Filing ↗machine: r1 · c31 · span 539113–539122 |
| 2 | Section 01, Ryan Perfit | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Executive Compensation”. As printed: 940,447. Filing ↗machine: r10 · c31 · span 580513–580520 |
| 3 | Section 01, Matthew Conlin | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Executive Compensation”. As printed: 326,185. Filing ↗machine: r7 · c31 · span 566765–566772 |
| 4 | Section 01, Ryan Schulke | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Executive Compensation”. As printed: 323,674. Filing ↗machine: r4 · c31 · span 553015–553022 |
| 5 | Section 03, Donald Patrick RSU | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 6 | Section 03, Ryan Perfit RSU | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 03, Ryan Perfit PSU | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 8 | Section 03, Donald Patrick PSU | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 9 | Section 08, Donald Mathis | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Director Compensation”. As printed: 145,000. Filing ↗machine: span 264524–264531 |
| 10 | Section 08, Barbara Shattuck Kohn | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Director Compensation”. As printed: 125,000. Filing ↗machine: span 268874–268881 |
| 11 | Section 08, Richard C. Pfenniger Jr | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Director Compensation”. As printed: 120,000. Filing ↗machine: span 277560–277567 |
| 12 | Section 08, David A. Graff | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Director Compensation”. As printed: 115,000. Filing ↗machine: span 273214–273221 |
| 13 | Section 08, James P. Geygan | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Director Compensation”. As printed: 113,222. Filing ↗machine: span 281901–281908 |
| 14 | Section 08, Matthew Conlin | DEF 14A | 2026-05-06 | 0001437749-26-014994 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 06, 2026 vote | Form 8-K | 2026-06-18 | 0001437749-26-021019 | Item 5.07 · say-on-pay result. As reported: 98.25% (votes for as printed: 20,724,713). Filing ↗ |
| 16 | Section 06, 2025 vote | Form 8-K | 2025-06-20 | 0001437749-25-020948 | Item 5.07 · say-on-pay result. As reported: 98.04% (votes for as printed: 5,990,687). Filing ↗ |
| 17 | Section 06, 2023 vote | Form 8-K | 2023-06-09 | 0001437749-23-017019 | Item 5.07 · say-on-pay result. As reported: 95.62% (votes for as printed: 23,455,290). Filing ↗ |
| 18 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 19 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 20 | Section 09b board cost (computed) | Computed | — | — | Cash 243,222 + equity 375,000 + all other 0 = 618,222, summed across the director compensation table rows.machine: formula: Σ = 618,222 |
| 21 | Fluent, Inc. (subject), Section 10b CEO total | DEF 14A | 2026-05-06 | 0001437749-26-014994 | CEO total compensation as printed in Fluent, Inc.'s own proxy. As printed: 1,509,212. Filing ↗machine: r1 · c31 · span 539113–539122 |
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