Marin Software Incorporated (NYSE:MRIN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

(a)The information set forth below in Item 5.02(c) is hereby
incorporated by reference into this Item 5.02(b).

(b)On March 17, 2017, Marin Software Incorporated (the Company)
entered into an offer letter (the Offer Letter) with Brad
Kinnish, 42, for Mr. Kinnish to serve as the Companys Vice
President of Finance and Acting Chief Financial Officer effective
following the resignation of Catriona Fallon, the Companys
current Chief Financial Officer, which is expected to occur on
March 24, 2017.

Prior to joining the Company and since 2010, Mr. Kinnish has
served in various roles in the Technology Investment Banking
division of Deutsche Bank, a global banking and financial
services company, most recently as its Managing Director, Co-Head
of Americas Software Investment Banking.From 2006 to 2010, Mr.
Kinnish served in various roles at Thomas Weisel Partners, an
investment banking firm, including as a Director from 2009 to
2010.From 2003 to 2006, he served in various roles in the
Technology Investment Banking division of Delafield Hambrecht, an
investment banking firm, including as Vice President from 2004 to
2006.From 2000 to 2003, he served in various roles in the
Technology Investment Banking division of Credit Suisse, a
multinational financial services company, including as an
Associate from 2001 to 2003.From 1997 to 2000, he held various
roles in Audit and Assurance Services at Ernst Young LLP.Mr.
Kinnish is a licensed Certified Public Accountant (inactive) and
holds a Bachelor of Arts in Business Administration from the
University of Washington.

to the Offer Letter, Mr. Kinnish will receive an annual base
salary of $240,000 and shall be eligible to receive an annual
bonus of 30% of his annual base salary, which will be pro-rated
for the months of actual employment in 2017, subject to achieving
objectives as determined by the Companys Chief Executive Officer
and the Compensation Committee (the Committee).

In addition, the Committee will grant Mr. Kinnish (a) a stock
option to purchase 200,000 shares of the Companys common stock
(Common Stock) to the Companys 2013 Equity Incentive Plan (the
Plan) with an exercise price per share equal to the closing price
per share of Common Stock as of the date of the Committees
approval of the grant and with vesting terms to be determined by
the Committee and (b) restricted stock units to be settled for
100,000 shares of Common Stock to the Plan and with vesting terms
to be determined by the Committee.

The Offer Letter further provides that on or before Mr. Kinnishs
six-month anniversary of employment with the Company, the Company
will consider him as a candidate for the Companys Chief Financial
Officer position and, if so promoted, the Company will increase
his compensation, as determined by the Committee, including a
grant of additional equity.

Effective as of Ms. Fallons resignation date, Mr. Kinnish will
serve as the Companys interim principal financial officer within
the meaning of Rule 16a-1(f) under the Securities Exchange Act of
1934, as amended, until a new chief financial officer is
appointed, and Yangesh Patel will serve as the Companys interim
principal accounting officer within the meaning of Rule 16a-1(f)
under the Exchange Act until a new chief accounting officer is
appointed.

The foregoing description of the Offer Letter is qualified in its
entirety by reference to the full text of the Offer Letter, which
is filed as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference herein.

A copy of the press release announcing Mr. Kinnishs appointment
is filed as Exhibit 99.2 to this Current Report on Form 8-K.

(c)The information set forth above in Item 5.02(c) is hereby
incorporated by reference into this Item 5.02(e).

Item 9.01 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

(d) Exhibits

About Marin Software Incorporated (NYSE:MRIN)

Marin Software Incorporated provides a cross-channel, cross-device, enterprise marketing software platform for search, display and social advertising channels. The Company’s enterprise marketing software platform is offered as an integrated software-as-a-service (SaaS) solution for advertisers and agencies. The Company’s platform enables digital marketers to manage performance of their online advertising campaigns. Its software solution is designed to help its customers measure the effectiveness of their advertising campaigns through its reporting and analytics capabilities; manage and execute campaigns through its user interface and underlying technology that streamlines and automates functions, such as advertisement creation and bidding, across multiple publishers and channels, and optimize campaigns across multiple publishers and channels based on market and business data using its predictive bid management technology.

Marin Software Incorporated (NYSE:MRIN) Recent Trading Information

Marin Software Incorporated (NYSE:MRIN) closed its last trading session 00.00 at 1.75 with 73,098 shares trading hands.