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

(e)

As previously disclosed by Marin Software Incorporated (the "Company"), in order to help address and respond to the recent and anticipated effects of the COVID-19 pandemic on its business, on May 20, 2020, the Board of Directors of the Company (the "Board") approved, effective as of June 1, 2020, a reduction of 20% to the annual base salaries of each of Christopher Lien, the Company's Chief Executive Officer ("CEO") and principal executive officer, Robert Bertz, the Company's Chief Financial Officer ("CFO") and principal financial officer, and Wister Walcott, the Company's Executive Vice President, Product and Technology ("EVP" and together with the CEO and CFO, the "NEOs"), each of whom is a named executive officer disclosed in the Summary Compensation Table included in the Company's definitive proxy statement for its 2020 annual meeting of stockholders and filed with the Securities and Exchange Commission on April 16, 2020.

On August 11, 2020, the Board approved revising such previous reductions to the annual base salaries of the NEOs from 20% of their previous annual base salaries to 10% of their previous annual base salaries, effective as of August 1, 2020.

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