DEF 14A of Marchex Inc, Sep 18, 2024

DEF 14A of Marchex Inc

Filed Sep 18, 2024 · FY20230000950170-24-107786

Open on EDGAR

  1. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS

  2. (Item 1 on Proxy Card)

    (Item 1 on Proxy Card) The Board of Directors currently consists of five (5) individuals. Directors are elected to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified. The names and the respective ages of the five (5) nominees as of September 4, 2024 are set forth below:

  3. (Item 1 on Proxy Card)

    | Name | Age | Position | Director Since | | Michael Arends | 53 | Vice Chairman | February 2023 | | Dennis Cline (1)(2)(3) | 64 | Director | May 2003 | | Donald Cogsville (1)(2)(3) | 59 | Director | April 2019 | | Russell C. Horowitz | 58 | Chairman | August 2017 | | M. Wayne Wisehart (1)(2)(3) | 78 | Director | November 2008 |

  4. (Item 1 on Proxy Card)

    (1) Member of the Audit Committee. (2) Member of the Nominating and Governance Committee. (3) Member of the Compensation Committee. Set forth below is a description of the business experience of each current director, including a discussion of the specific experience, qualifications, attributes and skills that led our Board of Directors to conclude that those individuals should serve as our directors. Michael Arends. Mr. Arends has served as our Vice Chairman since February 2023. Mr. Arends served as our Co-CEO, including previously as a member of the Office of the CEO, from October 2016 to February 2023, and served as our Chief Financial Officer from May 2003 through April 2021. Prior to joining Marchex, Mr. Arends held various positions at KPMG since 1992, most recently as a Partner in KPMG’s Pacific Northwest Information, Communications and Entertainment assurance practice. Mr. Arends is a Certified Public Accountant and a Chartered Accountant and received a Bachelor of Commerce degree from the University of Alberta. Mr. Arends brings historic knowledge and continuity together with extensive operational, finance, accounting, and transactional experience to the board. Dennis Cline. Mr. Cline has served as a member of our Board of Directors since May 2003. Previously, Mr. Cline served on the board of advisors of Blackstratus, a provider of security information event management products and services from 2014 through 2019. Mr. Cline served on the board of directors of TraceSecurity, a provider of cloud-based security solutions, from 2003 to 2015. From 2004 to 2006, Mr. Cline served as Chief Executive Officer and Executive Chairman of netForensics, a provider of security event information management. Prior to joining netForensics as its Chief Executive Officer, Mr. Cline was Managing Partner of DMC Investments, a firm he founded in 2000, which provides capital and consulting services to technology companies. From 1988 to 2000, Mr. Cline was the CEO of DirectWeb, a provider of computer hardware and Internet access for consumers. Prior to DirectWeb, Mr. Cline was a senior executive at Network Associates, a provider of computer security solutions. Mr. Cline received his J.D. from Rutgers School of Law and his B.A. from Rutgers University. Mr. Cline brings extensive governance, marketing, sales and broad management expertise to the board. Donald Cogsville. Mr. Cogsville has served as a member of our Board of Directors since April 2019. Mr. Cogsville is the Chief Executive Officer of The Cogsville Group, LLC, a New York-based, private equity real estate investment firm founded in 2007. Mr. Cogsville began his career as an attorney in the Structured Finance Group at Skadden, Arps, Slate, Meagher & Flom LLP. Subsequently, Mr. Cogsville joined the Leveraged Finance Group at Merrill Lynch as an investment banker. Additionally, Mr. Cogsville serves or has served on the Board of Visitors of University of North Carolina, The New York Urban League, Jazz at Lincoln Center, The Amsterdam News Editorial Board and founded the non-partisan voter registration initiative, Citizen Change. Mr. Cogsville received his J.D. from Rutgers School of Law and his B.A. from University of North Carolina at Chapel Hill. Mr. Cogsville brings extensive operational, finance and transactional experience to the board. Russell C. Horowitz. Mr. Horowitz is a founder of our Company and has served as our Chairman since April 2019. Mr. Horowitz served as our Co-CEO, including previously as a member of the Office of the CEO from October 2016 to February 2023. Previously, Mr. Horowitz served as our Executive Director since August 2017. Immediately prior, Mr. Horowitz, served as a consultant to the Company from May of 2016 through August 2017. Prior to serving as a consultant to the Company, Mr. Horowitz served as Executive Director from February 2015 to May 2016 and as CEO, Treasurer and Chairman of the Board from inception to February 2015. Mr. Horowitz was previously a founder of Go2Net, a provider of online services to merchants and consumers, including merchant Web hosting, online payment authorization technology, and Web search and directory services. He served as its Chairman and Chief Executive Officer from its inception in February 1996 until its merger with InfoSpace in October 2000, at which time Mr. Horowitz served as the Vice Chairman and President of the combined company through the merger integration process. Additionally, Mr. Horowitz served as the Chief Financial Officer of Go2Net from its inception until May 2000. Prior to Go2Net, Mr. Horowitz served as the Chief Executive Officer and a director of Xanthus Management, LLC, the general partner of Xanthus Capital, a merchant bank focused on investments in early-stage companies, and was a founder and Chief Financial Officer of Active Apparel Group, now Everlast Worldwide. Mr. Horowitz received a B.A. in Economics from Columbia College of Columbia University. Mr. Horowitz brings historic knowledge and continuity together with extensive operational and industry expertise to the board. M. Wayne Wisehart. Mr. Wisehart has served as a member of our Board of Directors since November 2008. From February 2010 to November 2010, Mr. Wisehart served as Chief Financial Officer for All Star Directories, a publisher of online and career school directories. Mr. Wisehart previously served as the Chief Financial Officer of aQuantive, Inc. (formerly Avenue A Media, Inc.), a leading global digital marketing company, which was acquired by Microsoft in August 2007. Prior to aQuantive, Mr. Wisehart served as Chief Financial Officer of Western Wireless Corporation, a cellular phone service provider, which was acquired by Alltel in August 2005. Mr. Wisehart also served as the Chief Financial Officer from 2000 to 2002 of iNNERHOST, Inc., a Web hosting services company, as President and Chief Executive Officer from 1999 to 2000 of TeleDirect International Inc., a company that provides customer interaction systems, and as the President and Chief Executive Officer from 1997 to 1998 of Price Communications Wireless. Mr. Wisehart received a B.S. degree in Business from the University of Missouri-St. Louis. Mr. Wisehart brings extensive financial and accounting expertise to the board. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED ABOVE TO THE BOARD OF DIRECTORS.

  5. Base Salary and Bonus

    Base Salary and Bonus The 2023 salaries and bonuses shown in the table following the Summary Compensation Table section of this proxy statement below were set by our Compensation Committee based on the compensation review discussed above, as well as a consideration of the respective NEO’s total compensation package including prior equity grants, exercise history, and existing stock ownership. Base salaries and bonuses are a necessary part of our compensation program and provide executives with a fixed portion of pay that is not performance-based. Our goal is to provide competitive base pay levels. The Compensation Committee considered each NEO’s skills, experience, level of responsibility, performance and contribution to our Company. The Compensation Committee also took into account in conjunction with the NEO’s specific areas of responsibilities and objectives, each NEO’s contribution to the Company’s overall success as a member of the management team. The Compensation Committee considers the relative compensation levels among all the members of the management team to ensure the Company’s executive compensation programs are internally consistent and equitable. All salaries and bonuses are reviewed at least annually and subject to future adjustment by the Compensation Committee.

  6. Equity Compensation

    Equity Compensation All of our employees and directors are eligible to receive options, shares of restricted stock, and/or restricted stock units under our 2021 Stock Incentive Plan (the “2021 Stock Plan”). The Compensation Committee periodically and at least annually considers equity awards to the Company's NEOs, but does not automatically grant equity awards to NEOs every year. The Compensation Committee takes into account the various factors outlined in the discussion of base salary and bonus above as well as the Company’s financial performance and its impact on stockholder value and also analyzes existing NEO equity holdings and prior equity awards to take into account whether additional grants are appropriate and necessary to recalibrate the cash-equity balance of NEO compensation packages. On January 25, 2023, the Compensation Committee granted stock options and shares of restricted stock to Messrs. Arends, Horowitz, and Polley under the 2021 Stock Plan pursuant to a periodic review of equity award incentives for executive officers of the Corporation. On February 3, 2023, the Compensation Committee granted stock options to Mr. Miller under the 2021 Stock Plan in connection with his appointment as Chief Executive Officer of the Company. On April 3, 2023, the Compensation Committee granted stock options to Mr. Hartless under the 2021 Stock Plan in connection with his appointment as Chief Revenue Officer of the Company. On September 28, 2023, the Compensation Committee granted stock options to Messrs. Miller and Hartless under the 2021 Stock Plan pursuant to a periodic review of equity award incentives for executive officers of the Corporation. On October 30, 2023, the Compensation Committee granted stock options to Ms. Aglio under the 2021 Stock Plan in connection with her appointment as Chief Financial Officer of the Company. You can find more information regarding these grants, including the corresponding vesting schedules, by referring to the table following the Outstanding Equity Awards at 2023 Fiscal Year-End section of this proxy statement below. Most equity awards for employees are tied to their annual performance reviews. We may occasionally make employee grants outside of that review process and such awards typically are granted as of the date the grant is approved. All new-hire awards have a grant date set to correspond to the date of hire. All options have an exercise price set at the closing market price of our Class B common stock on the grant date.

  7. Risk Assessment of Compensation Policies and Practices

    Risk Assessment of Compensation Policies and Practices We believe our compensation policies and practices do not promote imprudent risk taking. In this regard, we note the following: (i) our annual incentive compensation is based on balanced performance metrics that promote disciplined progress towards longer-term Company goals; (ii) we do not offer short-term incentives that might drive high-risk investments at the expense of long-term Company value; and (iii) our compensation programs are weighted towards offering long-term incentives that reward sustainable performance, especially when considering our executive share ownership. Accordingly, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

  8. Summary Compensation Table (1)

    Summary Compensation Table (1) The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2022 and 2023, as applicable, by our NEOs:

  9. Summary Compensation Table (1)

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (2) ($) | Option Awards (3) ($) | Non-equity Compensation ($) | All Other Compensation (4) ($) | Total ($) | | Edwin Miller | 2023 | 386,363 | - | - | 1,073,750 | - | - | 1,460,113 | | CEO | 2022 | - | - | - | - | - | - | - | | Troy Hartless | 2023 | 281,250 | - | - | 600,500 | - | - | 881,750 | | Chief Revenue Officer | 2022 | - | - | - | - | - | - | - | | Holly Aglio | 2023 | 57,292 | 50,000 | - | 237,000 | - | - | 344,292 | | Chief Financial Officer | 2022 | - | - | - | - | - | - | - | | Mike Arends (5) | 2023 | 297,500 | - | 139,750 | 81,900 | - | 11,466 | 530,616 | | Vice Chairman | 2022 | 297,500 | - | 387,360 | 204,000 | 279,836 | 12,353 | 1,181,049 | | Russell C. Horowitz (6) | 2023 | 319,161 | - | 123,750 | 94,517 | - | - | 537,428 | | Chairman | 2022 | 255,000 | - | 271,080 | 145,390 | 217,547 | - | 889,017 | | Ryan Polley | 2023 | 286,905 | 61,111 | 278,600 | 55,000 | - | - | 681,616 | | Former President and Chief Operating Officer | 2022 | 350,000 | 172,779 | 127,500 | 60,500 | - | - | 710,779 | | John Roswech | 2023 | 53,255 | 45,139 | - | - | - | 15,000 | 113,394 | | Former Chief Revenue Officer | 2022 | 400,000 | 214,733 | 127,500 | 60,500 | - | - | 802,733 |

  10. Summary Compensation Table (1)

    (1) Includes only those columns relating to compensation awarded to, earned by or paid to the NEOs in 2022 and 2023. (2) These amounts do not reflect whether the NEO has actually realized or will realize a financial benefit from the awards (such as by vesting of a stock award). Amounts represent the aggregate grant date fair value of stock awards each year computed in accordance with ASC 718, excluding the effect of forfeitures. For a more detailed discussion on the valuation model and assumptions used to calculate the fair value of each stock award, refer to Note 6 to the Consolidated Financial Statements contained in our 2023 Annual Report on Form 10-K filed on April 1, 2024. (3) These amounts do not reflect whether the NEO has actually realized or will realize a financial benefit from the awards (such as by exercising stock options). Amounts represent the aggregate grant date fair value of option awards each year computed in accordance with ASC 718, excluding the effect of forfeitures. The fair value of the shares underlying the option awards that vest based on time is estimated using the Black-Scholes option pricing model. For a more detailed discussion on the valuation model and assumptions used to calculate the fair value of each stock award, refer to Note 6 to the Consolidated Financial Statements contained in our 2023 Annual Report on Form 10-K filed on April 1, 2024. (4) Unless otherwise noted, the total of all perquisites and personal benefits of each NEO falls below the reportable amount for disclosure within this table. Mr. Arends’ amounts in 2022 and 2023 exceeded the reportable amount and includes the Company’s 401K matching contribution and auto allowance. Mr. Roswech's amount in 2023 exceeded the reportable amount and includes severance pay. (5) In September 2023, Mr. Arends received an annual director restricted stock grant of 15,000 shares under Marchex's 2021 Stock Incentive Plan, with fifty (50%) percent of such shares of restricted stock vesting on the first anniversary of the grant date, and with vesting in full in the event of a Change in Control. In September 2022 and 2023, Mr. Horowitz received an annual director restricted stock grant of 15,000 shares under Marchex’s 2021 Stock Incentive Plan, with fifty (50%) percent of such shares of restricted stock vesting on the first annual anniversary of the grant date, and with vesting in full in the event of a Change in Control.

  11. Outstanding Equity Awards at 2023 Fiscal Year-End (1)

    Outstanding Equity Awards at 2023 Fiscal Year-End (1) The following table sets forth certain information with respect to the value of all unexercised options and unvested stock awards previously awarded to our NEOs as of December 31, 2023. Certain option and stock awards provide for accelerated vesting, in certain circumstances. For more information on these acceleration provisions, please refer to section Potential Payments upon Termination or Change in Control at 2023 Fiscal Year-End of this proxy statement below.

  12. Outstanding Equity Awards at 2023 Fiscal Year-End (1)

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | | Edwin Miller | | | | | | | | | Stock Options | 2/3/2023 (5) | — | 300,000 | 2.09 | 2/3/2033 | — | — | | Stock Options | 2/3/2023 (8) | — | 375,000 | 2.09 | 2/3/2033 | — | — | | Stock Options | 9/28/2023 (5) | — | 350,000 | 1.45 | 9/28/2033 | — | — | | Troy Hartless | | | | | | | | | Stock Options | 4/3/2023 (5) | — | 150,000 | 1.86 | 4/3/2033 | — | — | | Stock Options | 4/3/2023 (8) | — | 200,000 | 1.86 | 4/3/2033 | — | — | | Stock Options | 9/28/2023 (5) | — | 300,000 | 1.45 | 9/28/2033 | — | — | | Holly Aglio | | | | | | | | | Stock Options | 10/30/2023 (5) | — | 300,000 | 1.38 | 10/30/2033 | — | — | | Michael Arends | | | | | | | | | Stock Options | 12/31/2020 (9) | 195,000 | — | 1.96 | 12/31/2030 | — | — | | Stock Options | 1/4/2021 (5) | 31,625 | 14,375 | 2.02 | 1/4/2031 | — | — | | Restricted Stock | 1/4/2021 (3) | — | — | — | — | 23,000 | 31,280 | | Stock Options | 12/30/2021 (6) | 49,000 | 49,000 | 2.57 | 12/30/2031 | — | — | | Restricted Stock | 12/30/2021 (6) | — | — | — | — | 49,000 | 66,640 | | Stock Options | 1/3/2022 (5) | 25,813 | 33,187 | 2.56 | 1/4/2032 | — | — | | Restricted Stock | 1/3/2022 (3) | — | — | — | — | 44,250 | 60,180 | | Stock Options | 12/30/2022 (7) | — | 149,000 | 1.60 | 12/30/2032 | — | — | | Restricted Stock | 12/30/2022 (7) | — | — | — | — | 149,000 | 202,640 | | Stock Options | 1/25/2023 (5) | — | 59,000 | 2.00 | 1/25/2033 | — | — | | Restricted Stock | 1/25/2023 (3) | — | — | — | — | 59,000 | 80,240 | | Stock Options | 9/28/2023 (4) | — | 20,000 | 1.45 | 9/28/2033 | — | — | | Restricted Stock | 9/28/2023 (4) | — | — | — | — | 15,000 | 20,400 | | Russell C. Horowitz | | | | | | | | | Stock Options | 12/31/2020 (9) | 195,000 | — | 1.96 | 12/31/2030 | — | — | | Stock Options | 1/4/2021 (5) | 28,188 | 12,812 | 2.02 | 1/4/2031 | — | — | | Restricted Stock | 1/4/2021 (3) | — | — | — | — | 20,500 | 27,880 | | Restricted Stock | 10/4/2021 (4) | 20,000 | — | — | — | — | — | | Stock Options | 12/30/2021 (6) | 23,750 | 23,750 | 2.57 | 12/30/2031 | — | — | | Restricted Stock | 12/30/2021 (6) | — | — | — | — | 23,750 | 32,300 | | Stock Options | 1/3/2022 (5) | 22,313 | 28,687 | 2.56 | 1/4/2032 | — | — | | Restricted Stock | 1/3/2022 (3) | — | — | — | — | 38,250 | 52,020 | | Stock Options | 9/29/2022 (4) | 10,000 | 10,000 | 1.78 | 10/1/2032 | — | — | | Restricted Stock | 9/29/2022 (4) | — | — | — | — | 7,500 | 10,200 | | Stock Options | 12/30/2022 (7) | — | 72,000 | 1.60 | 12/30/2032 | — | — | | Restricted Stock | 12/30/2022 (7) | — | — | — | — | 72,000 | 97,920 | | Stock Options | 1/25/2023 (5) | — | 51,000 | 2.00 | 1/25/2033 | — | — | | Restricted Stock | 1/25/2023 (3) | — | — | — | — | 51,000 | 69,360 | | Stock Options | 9/28/2023 (4) | — | 20,000 | 1.45 | 9/28/2033 | — | — | | Restricted Stock | 9/28/2023 (4) | — | — | — | — | 15,000 | 20,400 |

  13. Outstanding Equity Awards at 2023 Fiscal Year-End (1)

    (1) Includes only those columns for which there are outstanding equity awards at December 31, 2023. All other columns have been omitted. (2) The market value of unvested stock awards is calculated by multiplying the number of unvested stock awards held by the applicable NEO by the closing price of $1.36 per share of our Class B common stock on the NASDAQ Global Select Market on December 31, 2023. (3) The shares of restricted stock vest at the rate of 25% on each of the first, second, third, and fourth anniversaries, respectively, of the grant date. The director grant of option and shares of restricted stock vest 50% on the first and second anniversary of the grant date assuming continued service on Marchex's Board of Directors on the vesting date. The options vest over four years, with 25% of the option shares vesting on the first anniversary and vesting quarterly thereafter over the next three years. The options and shares of restricted stock vest on the fifth annual anniversary of the grant date with accelerated vesting as follows: (a) 50% of such options and shares of restricted stock shall vest upon attainment of specified revenue, adjusted OIBA or share price targets at the later of eighteen (18) months or performance attainment (2022 revenue (or trailing 12 months revenue) exceeding 120% of 2021 level, 2022 adjusted OIBA (or trailing 12 months adjusted OIBA) exceeding specified multiples of 2021 level, or the Class B Common Stock share price for twenty (20) consecutive trading days exceeding 150% of the initial 2021 consecutive trading day average), and (b) such remaining unvested options and shares of restricted stock upon attainment of specified revenue, adjusted OIBA or share price targets at the later of thirty (30) months or performance attainment (trailing twelve (12) month revenue exceeding 127% of 2021 level, trailing twelve (12) month adjusted OIBA exceeding specified multiples of 2021 level higher than the initial performance target above, or the Class B Common Stock share price for twenty (20) consecutive trading days exceeding 160% of the initial 2021 consecutive trading day average. (7) The options and shares of restricted stock vest on the fifth annual anniversary of the grant date with accelerated vesting as follows: (a) 50% of such options and shares of restricted stock shall vest upon attainment of specified revenue, adjusted OIBA or share price targets at the later of eighteen (18) months or performance attainment (2023 revenue (or trailing 12 months revenue) exceeding 120% of 2022 level, 2023 adjusted OIBA (or trailing 12 months adjusted OIBA) exceeding specified multiples of 2022 level, or the Class B Common Stock share price for twenty (20) consecutive trading days exceeding 150% of the initial 2022 consecutive trading day average), and (b) such remaining unvested options and shares of restricted stock upon attainment of specified revenue, adjusted OIBA or share price targets at the later of thirty (30) months or performance attainment (trailing twelve (12) month revenue exceeding 127% of 2022 level, trailing twelve (12) month adjusted OIBA exceeding specified multiples of 2022 level higher than the initial performance target above, or the Class B Common Stock share price for twenty (20) consecutive trading days exceeding 160% of the initial 2022 consecutive trading day average. (8) The options vest on the fifth annual anniversary of the Start Date with accelerated vesting upon certain events and subject to continued employment at all such times. With respect to acceleration, (a) 50% of such option shares shall vest upon attainment of specified revenue, adjusted OIBA or share price targets at the later of twenty-four (24) months or performance attainment (2023 revenue (or subsequent years) exceeding 120% of year of grant level, 2023 adjusted OIBA (or subsequent years) exceeding specified multiples of year of grant level, or following the first year the Class B Common Stock share price for twenty (20) consecutive trading days exceeding 150% of the year of grant trading day average), and (b) such remaining unvested option shares shall vest upon attainment of specified revenue, adjusted OIBA or share price targets at the later of thirty-six (36) months or performance attainment (2023 revenue (or subsequent years) exceeding 127% of year of grant level, 2023 adjusted OIBA (or subsequent years) exceeding specified multiples of year of grant level higher than the initial performance target above, or following the first year the Class B Common Stock share price for twenty (20) consecutive trading days exceeding 160% of the year of grant trading day average. (9) The options and shares of restricted stock vest on the fifth annual anniversary of the grant date with accelerated vesting as follows: (a) 50% of such options and shares of restricted stock vest upon attainment of specified revenue, adjusted OIBA or share price targets at the later of eighteen (18) months or performance attainment (2021 revenue (or trailing twelve (12) months revenue) exceeding 120% of 2020 level, 2021 adjusted OIBA (or trailing twelve (12) months adjusted OIBA) exceeding specified multiples of 2020 level, or the Class B common stock share price for twenty (20) consecutive trading days exceeding 150% of the initial 2020 consecutive trading day average), and (b) such remaining unvested options and shares of restricted stock vest upon attainment of specified revenue, adjusted OIBA or share price targets at the later of thirty (30) months or performance attainment (trailing twelve (12) month revenue.

  14. Potential Payments upon Termination or Change in Control at 2023 Fiscal Year-End

    Potential Payments upon Termination or Change in Control at 2023 Fiscal Year-End

  15. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation information of our principal executive officer (the “PEO”), and the average compensation information of our other named executive officers (“non-PEO NEOs”), both as reported in the Summary Compensation Table section of this proxy statement above and with certain adjustments to reflect the “compensation actually paid” (“CAP”, as calculated in accordance with the SEC rules) to such individuals, and certain measures of the Company’s financial performance, for each of fiscal year 2021, 2022, and 2023. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, refer to the Compensation Discussion and Analysis in this proxy statement above.

  16. Pay Versus Performance

    | | PEO (1) | | PEO (2) | | PEO (3) | | | Fiscal Year | Summary Compensation Table Total ($) | Compensation Actually Paid ($) | Summary Compensation Table Total ($) | Compensation Actually Paid ($) | Summary Compensation Table Total ($) | Compensation Actually Paid ($) | | 2023 | 1,460,113 | 1,193,371 | 529,876 | 181,122 | 515,351 | 58,763 | | 2022 | | | 1,181,049 | 239,989 | 889,017 | 138,523 | | 2021 | | | 1,310,271 | 1,776,741 | 1,014,009 | 1,379,728 |

  17. Pay Versus Performance

    (1) Amounts reported in these columns reflect (i) the total compensation reported in the Summary Compensation Table for Edwin Miller for FY 2023, and (ii) the CAP for Edwin Miller for FY 2023. (2) Amounts reported in these columns reflect (i) the total compensation reported in the Summary Compensation Table for Michael Arends for each of FY 2023, 2022, and 2021, and (ii) the CAP for Michael Arends for each of FY 2023, 2022, and 2021. (3) Amounts reported in these columns reflect (i) the total compensation reported in the Summary Compensation Table for Russell C. Horowitz for each of FY 2023, 2022, and 2021, and (ii) the CAP for Russell C. Horowitz for each of FY 2023, 2022, and 2021.

  18. Pay Versus Performance

    | | Non-PEO (4) | | | | | Fiscal Year | Average Summary Compensation Table Total | Average Compensation Actaully Paid ($) | Value of Initial Fixed $100 investment on December 31, 2020 based on Total Shareholder Return ($) | Net Income ($K) | | 2023 | 489,738 | 349,351 | $69.39 | (9,910) | | 2022 | 756,756 | 381,781 | $81.63 | (8,245) | | 2021 | 563,201 | 697,184 | $126.53 | (4,390) |

  19. Pay Versus Performance

    (4) Amounts reported in the Non-PEO NEOs column reflect (i) the average of the total compensation reported in the Summary Compensation Table for Troy Hartless, Holly Aglio, Ryan Polley, and John Roswech for FY 2023, Ryan Polley and John Roswech for FY 2022, and Ryan Polley, John Roswech, and Leila Kirske for FY 2021, and (ii) the average CAP for Troy Hartless, Holly Aglio, Ryan Polley and John Roswech for FY 2023, Ryan Polley and John Roswech for FY 2022, and Ryan Polley, John Roswech, and Leila Kirske for FY 2021. To calculate the CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. The deductions, and additions to, total compensation in the Summary Compensation Table by year that were used to calculated CAP include:

  20. Pay Versus Performance

    | Fiscal Year | | Summary Compensation Table Total | Grant Date Value of New Awards | Year End Value of New Awards | Change in Value of Unvested Awards | Change in Value of Vested Awards | Values of Awards Canceled as of Prior FYE | Total Equity CAP | Total CAP | | | | (1) | (2) | (3) | (4) | (5) | (6) | (7)=(3)+(4)+(5)+(6) | (8)=(1)-(2)+(7) | | | PEO (a) | 1,460,113 | 1,073,750 | 807,008 | - | - | - | 807,008 | 1,193,371 | | 2023 | PEO (b) | 529,876 | 221,650 | 162,099 | (90,651) | (198,552) | - | (127,105) | 181,122 | | | PEO (c) | 515,351 | 218,267 | 145,000 | (299,973) | (83,348) | - | (238,320) | 58,763 | | | Average Non-PEO NEO (d) | 489,738 | 390,367 | 373,979 | - | - | (124,000) | 249,979 | 349,351 | | 2022 | PEO (b) | 1,181,049 | 591,360 | 515,840 | (316,445) | (549,095) | - | (349,700) | 239,989 | | | PEO (b) | 889,017 | 416,470 | 346,690 | (176,636) | (504,078) | | (334,024) | 138,523 | | | Average Non-PEO NEOs (d) | 756,756 | 188,000 | 124,000 | (103,414) | (207,561) | | (186,975) | 381,781 | | 2021 | PEO (b) | 1,310,271 | 511,900 | 550,080 | 180,020 | 248,270 | - | 978,370 | 1,776,741 | | | PEO (c) | 1,014,009 | 378,790 | 401,670 | 89,825 | 253,014 | - | 744,509 | 1,379,728 | | | Average Non-PEO NEOs (d) | 563,201 | 101,050 | 109,933 | 67,782 | 57,318 | - | 235,033 | 697,184 |

  21. Pay Versus Performance

    (a) Amounts reported in this row reflect the adjustments to the amounts reported in the Summary Compensation Table for Edwin Miller for FY 2023. (b) Amounts reported in this row reflect the adjustments to the amounts reported in the Summary Compensation Table for Michael Arends for each of FY 2023, 2022, and 2021. (c) Amounts reported in this row reflect the adjustments to the amounts reported in the Summary Compensation Table for Russell C. Horowitz for each of FY 2023, 2022, and 2021. (d) Amounts reported in this row reflect the average adjustments to the amounts reported in the Summary Compensation Table for Troy Hartless, Holly Aglio, Ryan Polley, and John Roswech for FY 2023, for Ryan Polley and John Roswech for FY 2022, and for Ryan Polley, John Roswech, and Leila Kirske for FY 2021.

  22. Pay Versus Performance - Graphical Description

    Pay Versus Performance - Graphical Description The illustrations below provide graphical descriptions of the relationships between the following: • The PEO’s CAP and non-PEO NEO’s CAP and the Company’s cumulative total shareholder return (“TSR”); and • The PEO’s CAP and non-PEO NEO’s CAP and the Company’s net income. Compensation Actually Paid versus TSR: (a) PEO CAP represents the compensation actually paid for Edwin Miller for FY 2023. (b) PEO CAP represents the compensation actually paid for Michael Arends for FY 2021, 2022, and 2023. (c) PEO CAP represents the compensation actually paid for Russell C. Horowitz for FY 2021, 2022, and 2023. Compensation Actually Paid versus Net Income: (a) PEO CAP represents the compensation actually paid for Edwin Miller for FY 2023. (b) PEO CAP represents the compensation actually paid for Michael Arends for FY 2021, 2022, and 2023. (c) PEO CAP represents the compensation actually paid for Russell C. Horowitz for FY 2021, 2022, and 2023.

  23. Compensation of Directors

    Compensation of Directors The Compensation Committee is responsible for periodically reviewing and recommending to the Board of Directors the compensation of our independent directors. The following table summarizes compensation earned during 2023 by each of our directors, except Mr. Horowitz, our Chairman, and Mr. Arends, our Vice Chairman, whose compensation is reflected in the table following the Summary Compensation Table section of this proxy statement above:

  24. 2023 Director Compensation (1)

    2023 Director Compensation (1)

  25. 2023 Director Compensation (1)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (2) ($) | Option Awards (2) ($) | Total ($) | | Dennis Cline | 30,000 | 21,600 | 17,000 | 68,600 | | Donald Cogsville | 30,000 | 21,600 | 17,000 | 68,600 | | M. Wayne Wisehart | 30,000 | 21,600 | 17,000 | 68,600 |

  26. 2023 Director Compensation (1)

    Includes only those columns relating to compensation awarded to, earned by, or paid to non-employee directors for their services. The amounts in the stock awards and option awards columns reflect the aggregate grant date fair value of equity awards granted to directors in 2023 in accordance with ASC Topic 718. These amounts do not reflect whether the director has actually realized or will realize a financial benefit from the awards (such as by vesting in a restricted stock). The aggregate number of equity awards made to our independent directors outstanding as of December 31, 2023 were:

  27. 2023 Director Compensation (1)

    | Name | Stock Awards (#) | Option Awards (#) | Total (#) | | Dennis Cline | 22,500 | 115,000 | 137,500 | | Donald Cogsville | 22,500 | 115,000 | 137,500 | | M. Wayne Wisehart | 22,500 | 115,000 | 137,500 |

  28. 2023 Director Compensation (1)

    In September 2023, based upon the elections of the individual directors at our 2023 annual meeting of stockholders and in accordance with Marchex’s previously announced director compensation policy: (i) the Company granted (i) 15,000 restricted shares of Class B common stock at a purchase price of $.01 per share; and (ii) 20,000 options at an exercise price of $1.45 per share, the exercise price being the closing price of the Company’s stock price on September 28, 2023, in each case under Marchex’s 2021 Stock Incentive Plan to each of Marchex’s directors as compensation for their annual board service. Fifty percent (50%) of such shares of restricted stock and options shall vest on the first and second annual anniversary of the grant date, respectively, and with vesting in full upon a Change in Control in each case assuming continued service on Marchex’s Board of Directors for such period. In addition, Marchex agreed to pay $7,500 in cash per quarter for each independent directors’ annual director service.