Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)

On October 19, 2021, the Board of Directors (the "Board") of Marin Software Incorporated (the "Company"), on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Diena Lee Mann, effective immediately, to serve as a Class II director to hold office for a term expiring at the Company's 2024 annual meeting of stockholders, which is the next stockholder meeting at which Class II directors will be elected. In connection with Ms. Mann's appointment to the Board, the Board, in accordance with the Bylaws of the Company, expanded the authorized size of the Board from five directors to six directors. The Board also appointed Ms. Mann to serve as a member of the Audit Committee of the Board and the Compensation Committee of the Board.

In connection with her service as a director, Ms. Mann will receive the Company's standard non-employee director cash and equity compensation. She will receive a $35,000 annual retainer for her service as a director, $5,000 for her service as a member of the Audit Committee and $2,500 for her service on the Compensation Committee, each which will be pro-rated for the remainder of the calendar year 2021. Ms. Mann will also be eligible for a grant of restricted stock units under the Company's 2013 Equity Incentive Plan, with a grant date fair value of $135,000, which award will vest in three equal annual installments on the date of the Company's annual stockholder meeting in each of 2022, 2023 and 2024. There is no understanding or arrangement between Ms. Mann and any other person pursuant to which she was appointed as a director. There is no family relationship between Ms. Mann and any director or officer of the Company, and except as stated herein, Ms. Mann does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In addition, Ms. Mann is expected to enter into the Company's standard form of indemnification agreement, a copy of which was filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2019.

On October 20, 2021, the Company issued a press release announcing the appointment of Ms. Mann to the Board. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits

  Exhibit No.                               Description
                    Press release issued by Marin Software Incorporated, dated
     99.1         October 20, 2021  .
                  Cover Page Interactive Data File (embedded within the Inline
      104         XBRL document)

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