Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2021, Alexander E. Mandel, the Chief Financial Officer of Fluent,
Inc. (the "Company"), gave notice of his resignation as the Company's Chief
Financial Officer, Principal Financial and Accounting Officer, to be effective
on December 6, 2021. Mr. Mandel's resignation was not due to any disagreement
with the Company on the Company's financial reporting or accounting practices.
Pursuant to the terms of a Transition Agreement entered into by the Company and
Mr. Mandel, Mr. Mandel will continue as a Company employee until December 31,
2021 ("Termination Date") in a non-executive officer capacity. Pursuant to the
Transition Agreement, the Company agreed to allow Restricted Stock Units
("RSUs") issued pursuant to the Fluent, Inc. 2018 Stock Incentive Plan (the
"2018 Plan") previously granted to Mr. Mandel on March 1, 2019 and due to vest
on February 1, 2022 to vest on that date notwithstanding his earlier separation
from the Company. The Company also extended the exercise period of Stock Options
previously granted to Mr. Mandel on March 1, 2019 and which will have vested by
the Termination Date to be exercisable for 18 months following the Termination
Date.
Also on November 9, 2021, the Company appointed Sugandha Khandelwal to become
the Company's Chief Financial Officer and Principal Financial and Accounting
Officer effective December 6, 2021. Since 2019, Ms. Khandelwal, age 40, has
served as the Division Chief Financial Officer, Consumables, for Sam's Club, a
wholly owned subsidiary of Walmart Inc. Prior to that and starting in 2015, Ms.
Khandelwal held various positions at Walmart U.S. including most recently
serving as Head of Financial Planning, Strategy and Business Development Walmart
U.S. Merchandising organization until her appointment as Chief Financial Officer
of Sam's Club.
In connection with her appointment, Ms. Khandelwal entered into an Employment
Agreement with the Company dated November 9, 2021 (the "Employment Agreement").
Under the terms of her Employment Agreement, Ms. Khandelwal's annual base salary
will be $350,000 and she will be entitled to a bonus of no less than 100% of her
annual salary based on achievement of Company and individual goals. The Company
granted her 50,000 RSUs under the 2018 Plan that will vest in full on December
6, 2022, and the Company will pay Ms. Khandelwal an additional $100,000 bonus on
July 1, 2022 if she is a full time Company employee on that date. The initial
term of the Employment Agreement is through December 31, 2022, with automatic
one-year renewals, unless either party provides written notice of a non-renewal
in accordance with the terms of the Employment Agreement (the "Term").
If Ms. Khandelwal's employment is terminated by the Company without cause (as
defined in the Employment Agreement), if the Term expires after a notice of
non-renewal is delivered by the Company or if Ms. Khandelwal terminates her
employment for good reason (as defined in the Employment Agreement), Ms.
Khandelwal will be entitled to the greater of (i) her base salary for the
remainder of the Term and (ii) twelve months' base salary. In such
circumstances, Ms. Khandelwal will also be entitled to a pro-rata cash
performance compensation for the year in which the termination occurs if the
termination occurs after June 30 of that year, with the portion of the cash
performance compensation based on percentage pacing to goal measured through the
date of termination
There are no family relationships between Ms. Khandelwal and any Company
director or officer and she has no direct or indirect material interest in any
transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
--------------------------------------------------------------------------------
Item 7.01. Regulation FD
On November 15, 2021, Fluent, Inc. issued a press release announcing Ms.
Khandelwal's appointment and Mr. Mandel's resignation as the Company's Chief
Financial Officer. The press release is furnished herewith as Exhibit 99.1.
The information set forth in this Item 7.01, including the information set
forth in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses