DEF 14A of Inuvo, Inc.
Filed Apr 30, 2026 · FY20250001654954-26-004157
PROPOSAL 1 – ELECTION OF DIRECTORS PROPOSAL
PROPOSAL 1 – ELECTION OF DIRECTORS PROPOSAL
ELECTION OF CLASS III DIRECTORS
ELECTION OF CLASS III DIRECTORS The Board, upon recommendation by the Nominating and Corporate Governance Committee, has nominated Rob Buchner and Sanja Partalo for election as Class III directors, to hold office until the 2029 annual meeting of stockholders or until each of his or her successors have been duly elected and qualified. In the event Mr. Buchner or Ms. Partalo is unable or unwilling to serve as a director, the individuals named as proxy on the proxy card will vote the shares that each of them represents for election of such other person or persons as the Board may recommend. The Board has no reason to believe that either Mr. Buchner or Ms. Partalo will be unable or unwilling to serve. One of our directors, Kenneth E. Lee, will be leaving the Board at the 2026 annual meeting. We thank Mr. Lee for his service and valuable contributions to the Board. The following is biographical information on the current member of our Board and one nominee standing for election as Class III Directors:
Director and Nominee Standing for Election as Class III Directors
Director and Nominee Standing for Election as Class III Directors
Director and Nominee Standing for Election as Class III Directors
| Name | Age | Positions | Director Since | | Rob Buchner | 62 | Chairman of the Board and Chief Executive Officer; Class III Director | 2025 | | Sanja Partalo | 44 | N/A | N/A |
Director and Nominee Standing for Election as Class III Directors
Rob Buchner – Mr. Buchner is the Company’s current Chief Executive Officer, effective as of February 1, 2026, and the Chairman of our Board, effective as of January 23, 2026. Prior to his appointment as Chief Executive Officer, Mr. Buchner served as the Company’s Chief Operating Officer since October 2025. Previously he was Chief Marketing Officer at Covet™ (covet.life), a disruptive fintech that leverages AI for personal asset management and estate planning. In 2020, Rob co-founded Sheet Metal Arts, an innovation studio devoted to the future of mobility, which created and produced films for Stellantis EV launches including: Ram, Dodge and Fiat. In 2016, he became an early-stage investor and advisor at Lucy.ai, a knowledge management platform. Lucy was acquired by Capacity in 2025. From 2013 to 2016, Rob was CEO of Campbell Mithun (Interpublic Group) which was later integrated within McCann WorldGroup. During his tenure he restructured the 80-year-old agency around the Creative Sciences–a cross-functional operating model that comingles brand content, technology and media analytics. Rob served as CMO of Fallon Worldwide from 2004 to 2013 where he was responsible for new business growth resulting in $80M net recurring revenues across the network. As Managing Partner, he architected Fallon’s digital and entertainment practices that led to industry acclaim for Amazon Theater and BMW Films. He also opened Fallon offices in Tokyo, Singapore, Hong Kong and Sao Paulo. Rob received a Bachelor of Science degree from the University of Illinois, Urbana-Champaign. Sanja Partalo – Ms. Partalo is a Co-Founder and has been a General Partner of S4S Ventures, a venture capital firm focused on companies exploiting opportunities presented by the next wave of technology transformation of the Advertising & Media sectors, primarily investing in applied AI, advertising technology and marketing technology companies, since January 2022. Previously, she was an executive with WPP (NYSE: WPP), working directly with WPP’s CEO, C-suite and board in a variety of corporate and operating roles focused on driving growth through development of new technology products, strategic partnerships, and venture investments. Most recently, she served as EVP, Global Head of Strategic Development & Partnerships. In this role, she lead WPP’s partnerships with Google, Meta, Adobe, Salesforce, Microsoft, Snap, ByteDance and Amazon, among others – and oversaw a strategic partnership portfolio. She spearheaded numerous market-leading partnerships at WPP, including the first global agency partnership with TikTok, Waze and augmented reality partnership with Snap. She has served as a director on the boards of numerous venture-backed companies in the US, UK and EU. Sanja currently serves on the boards of Tenovos, ID5, 4screen, Stitch, Tracer and Provenance. Sanja holds an MBA from Columbia Business School, where she has served as a Lecturer and Adjunct Assistant Professor of Marketing, Media & Technology. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ELECTION OF THE CLASS III DIRECTOR NOMINEES.
Director and Nominee Standing for Election as Class III Directors
| 4 | | Table of Contents |
Directors Not Standing For Election
Directors Not Standing For Election
Directors Not Standing For Election
| Name | Age | Positions | Director Since | | Jonathan Bond | 68 | Class II Director | 2022 | | Richard K. Howe | 63 | Class I Director | 2008 | | Gordon J. Cameron | 61 | Class I Director | 2016 |
Class I Directors
Class I Directors
Terms Expire at the 2027 Annual Meeting
Terms Expire at the 2027 Annual Meeting Richard K. Howe – Mr. Howe has been a member of our Board since November 2008 and has served as Executive Chairman of the Board from March 2012 until January 2026 and was our Chief Executive Officer from December 2012 until January 2026. Previously, he served as our President and Chief Executive Officer from November 2008 until March 2012. Prior to joining Inuvo, Mr. Howe served as Chief Marketing, Strategy and M&A Officer at the billion dollar multi-channel marketing services leader Acxiom Corporation (NasdaqGS: ACXM) where, since 2004, he led the company’s transition to online marketing services, the expansion into China and the development of the big data consulting services group. From 2001 to 2004, he served as general manager of Global Marketing Services (GMS) at Fair Isaac & Company (NYSE: FICO), a leading provider of analytics products and services where he drove the company’s online initiatives. Between 1999 and 2001, Mr. Howe started, grew and sold private Internet search innovator, ieWild. Mr. Howe has over his career led the acquisition, merger or divestiture of a dozen companies on three continents worth many hundreds of millions of dollars to shareholders. Mr. Howe earned a bachelor’s degree with distinction in engineering from Concordia University, Canada, and he earned his master’s degree in engineering from McGill University, Canada. Gordon J. Cameron – Mr. Cameron has been a member of our Board since November 2016. He is a business transformation executive with three decades of success in growing businesses while managing risk. Mr. Cameron is currently Chief Consumer Credit Risk Officer at Fifth Third Bank. Prior to Fifth Third, Mr. Cameron was EVP of consumer risk at PNC Financial Services from 2008 until 2019. He was the Chief Credit Officer, Retail and Small Business Lending, at Canadian Imperial Bank of Commerce from 2005 to 2008. Mr. Cameron was the Chief Scientist Transaction Analytics, Global Account Management Solutions at Fair Isaac Corporation FICO from 2001 to 2005. Prior to his tenure with Fair Isaac Corporation, Mr. Cameron held executive positions at IeWild Inc., HNC Software Inc., Advanta National Bank/Fleet, The Campbell Group LTD and Fidelity Bank N.A. Mr. Cameron received a MBA from Widener University School of Management and a B.S. in Finance from Pennsylvania State University.
Board of Directors
Board of Directors The Board oversees our business affairs and monitors the performance of management. In accordance with our corporate governance principles, the Board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chairman of the Board and Chief Executive Officer and our Chief Financial Officer and by reading the reports and other materials that we send them and by participating in Board and committee meetings. Commencing with our 2008 annual meeting, our directors were divided into three classes and designated Class I, Class II and Class III. Directors may be assigned to each class in accordance with a resolution or resolutions adopted by the Board. Directors are elected for a full term of three years. Our directors hold office until their successors have been elected and duly qualified unless the director resigns or by reason of death or other cause is unable to serve in the capacity of director. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the Board increases the number of directors, the Board may fill any vacancy by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor. Vacancies occurring by reason of the removal of directors without cause may only be filled by vote of the stockholders. A total of three formal meetings of the Board were held during 2025 and the Board took action by unanimous written consent four times. No director attended less than 75% of the aggregate of (i) the total number of meetings of the Board held during the time in which such director was a member of the Board and (ii) the total number of meetings held by all committees of the Board on which such director served during the period such director served as a member of such committee. There are no family relationships between any of the directors and executive officers.
Board of Directors
| 7 | | Table of Contents |
Board of Directors
We do not have a formal policy regarding director attendance at annual meetings of stockholders. All of our directors are stockholders and are invited to attend our stockholder meetings. Last year, none of our directors attended the 2025 annual meeting of stockholders.
Class I Directors
Class I Directors Richard K. Howe - Mr. Howe’s track record as a successful high-technology operating and marketing executive in data, analytics and marketing services as a result of building and/or running over a dozen businesses in five countries were factors considered by the Nominating and Corporate Governance Committee and the Board. Specifically, the Nominating and Corporate Governance Committee and the Board viewed favorably his position at companies that include Inuvo, Acxiom Corporation, where he served as chief marketing, business strategy and M&A officer, Fair Isaac & Company, where he served as general manager, and ieWild, Inc., where he was co-founder and chairman and CEO, together with his service as a board member for the non-profit organization Business for Diplomatic Action and his academic achievements at Concordia University and McGill University in making their recommendation. Gordon J. Cameron - Mr. Cameron’s track record as a senior executive in a variety of business segments and his in excess of three decades of experience in building successful businesses were factors considered by the Nominating and Corporate Governance Committee and the Board. Specifically, the Nominating and Corporate Governance Committee and the Board viewed favorably his position as Executive Vice President in Retail Lending at PNC Financial Services, one of the largest diversified financial services institutions in the United States, as well as his positions with companies such as Canadian Imperial Bank of Commerce, Fair Isaac Corporation FICO, IeWild Inc., HNC Software Inc., Advanta National Bank/Fleet, The Campbell Group LTD and Fidelity Bank N.A. together with and his academic achievements at Widener University School of Management and Pennsylvania State University in making their recommendation.
Class I Directors
| 11 | | Table of Contents |
Class II Director
Class II Director Jonathan Bond - Mr. Bond’s successful track record as an executive in the marketing services industry and his deep industry experience were factors considered by the Nominating and Corporate Governance Committee and the Board. Specifically, the Nominating and Corporate Governance Committee and the Board viewed favorably his position at companies such as Kirshenbaum Bond Senecal & Partners LLC (“KBP”), Big Fuel (now part of Publicis), iballs, Media Kitchen and Varick under the KBP umbrella, Tomorro LLC, SITO Mobile, Ltd, Blue Bear Protection, Lacure and Halo Collar, where he was either a founder or high-level executive at each, his service on the board of directors of Sonobi, Inc. and Kubient, his investment background, and his academic achievement at Washington University (St. Louis) in making their recommendation.
Class III Director and Class III Director Nominee
Class III Director and Class III Director Nominee Rob Buchner – Mr. Buchner’s successful track record operating and growing businesses in the marketing services industry and vast industry connections were factors considered by the Nominating and Corporate Governance Committee and the Board. Specifically, the Nominating and Corporate Governance Committee and the Board favorably viewed his positions with Campbell Mithun and Fallon Worldwide together with his entrepreneurial endeavors in making their decision. In addition, Mr. Buchner is the Chief Executive Officer. Sanja Partalo – Ms. Partalo’s successful track record in the venture capital and AdTech industry was a factor considered by the Nominating and Corporate Governance Committee and the Board. Specifically, the Nominating and Corporate Governance Committee and the Board viewed favorably her experience and sophistication achieved at S4S Ventures, a venture capital firm focused on companies exploiting opportunities presented by the next wave of technology transformation of the Advertising & Media sectors, primarily investing in applied AI, advertising technology and marketing technology companies. She also was an executive with WPP (NYSE: WPP), working directly with WPP’s CEO, C-suite and board in a variety of corporate and operating roles focused on driving growth through development of new technology products, strategic partnerships, and venture investments. She spearheaded numerous market-leading partnerships at WPP, including the first global agency partnership with TikTok, Waze and augmented reality partnership with Snap. She has served as a director on the boards of numerous venture-backed companies in the US, UK. Sanja holds an MBA from Columbia Business School, where she has served as a Lecturer and Adjunct Assistant Professor of Marketing, Media & Technology. In addition to the each of the individual skills and background described above, the Nominating and Corporate Governance Committee and Board also concluded that each of these individuals will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our company and on the development and execution of our strategy.
Compensation of Directors
Compensation of Directors During 2025, at the recommendation of our Nominating and Corporate Governance Committee, each independent member of our Board received a combination of a cash retainer and restricted stock units. The following table provides information concerning the compensation paid to our independent directors for their services as members of our Board for 2025. The information in the following table excludes any reimbursement of out-of-pocket travel and lodging expenses which we may have paid. Amounts paid to Rob Buchner for independent Board member service prior to his appointment as an executive officer on September 30, 2025 are reflected in the Summary Compensation Table.
Compensation of Directors
| | Director Compensation | | | | | | | | Name | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Charles D. Morgan | 7,500 | 19,392 | — | — | — | — | 26,892 | | Gordon J. Cameron | 30,000 | 19,392 | — | — | — | — | 49,392 | | Jonathan Bond | 30,000 | 19,392 | — | — | — | — | 49,392 | | Kenneth E. Lee | 30,000 | 19,392 | — | — | — | — | 49,392 |
2026 Director Compensation Policy
2026 Director Compensation Policy In December 2020, our Board modified independent director compensation so that independent directors are provided an annual restricted stock unit grant of 3,000 restricted stock units on January 1 of each year vesting on the first anniversary of each grant and an annual retainer of $30,000, payable quarterly. In April 2026, our Board modified its director compensation policy, based on the principle that compensation should be reasonable for incumbent directors and competitive to attract new members. The revised director compensation policy is effective as of July 1, 2026, and each non-employee director shall be entitled to annual compensation of $100,000, payable, payable 30% in cash payable on a quarterly basis and 70% in restricted stock units of the Company granted on an annual basis each January 1. Annual amounts payable under the new policy will be prorated for the second half of 2026.
Compensation Philosophy
| ● | Alignment with stockholder interests: Compensation should be tied, in part, to our stock performance through the granting of equity awards to align the interests of executive officers with those of our stockholders; |
Compensation Philosophy
| ● | Competition: Compensation should generally reflect the competitive marketplace and be consistent with that of other well-managed companies in our peer group. In implementing this compensation philosophy, the Compensation Committee takes into account the compensation amounts from the previous years for each of the named executive officers, and internal compensation equity between the named executive officers and other employees. |
2025 Compensation Determination Process
| • | base salary; | | • | discretionary bonus; | | • | plan awards; and | | • | other fringe benefits and perquisites. |
2025 Compensation Determination Process
The Compensation Committee believes that our executive compensation package consists of elements of compensation that are typically used to incentivize and reward executive management at other companies of our size, in our geographic area or in our industry. Each of these components is designed to meet the program’s objectives of providing a combination of fixed and variable, performance-based compensation linked to individual and corporate performance. In the course of setting the initial compensation level for new hires or adjusting the compensation of existing employees, the Compensation Committee considered the advice and input of our management. Our Chief Executive Officer typically makes recommendations to the Compensation Committee for any proposed changes in salary, as well as performance-based awards and equity award grants, for the other named executive officers. The Compensation Committee decides any salary change, as well as performance-based awards and equity award grants, for the Chief Executive Officer.
Discretionary Bonus Awards
Discretionary Bonus Awards From time to time, we utilize discretionary signing, promotion, retention or other bonus awards as compensation tools that provide incentives for executives to accept employment offers, to reward outstanding performance by executives and to retain key executives. We believe that these bonus awards are consistent with our overall executive compensation philosophy to achieve our recruiting and retention objectives as well as to allow discretion to address the needs of our businesses, which operate in a constantly evolving and highly competitive environment. Bonus recommendations are not determined on a formulaic basis, and no particular weight is assigned to any of the factors considered in determining discretionary bonuses. Mr. Howe and Mr. Ruiz received bonuses during fiscal 2025.
Plan Awards
Plan Awards The objective of our long-term incentive program is to provide a long-term retention incentive for the named executive officers and others and to align their interests directly with those of our stockholders by way of stock ownership. Under our 2025 Omnibus Incentive Compensation Plan (the “2025 Plan”), the Compensation Committee has the discretion to determine whether equity awards will be granted to named executive officers and if so, the number of shares subject to each award. The 2025 Plan allows the Compensation Committee to grant options and restricted stock and other stock-based awards with respect to the amount authorized, valued in whole or in part by reference to the fair market value of the stock. In most instances, these long-term grants vest over a multi-year basis.
Plan Awards
The Board or the Compensation Committee determines the recipients of long-term incentive awards based upon such factors as performance, the length of continuous employment, managerial level, any prior awards, and recruiting and retention demands, expectations and needs. All our employees are eligible for awards. The Board or the Compensation Committee grants such awards by formal action, which awards are not final until an award agreement is delivered by us and executed by both the Company and the employee. There is no set schedule for the Board or the Compensation Committee to consider and grant awards. The Board and the Compensation Committee have the discretion to make grants whenever it deems it appropriate in our best interests. The Compensation Committee has discretion to grant equity awards at any time. We do not have any program, plan or practice in place to time option or other award grants with the release of material, non-public information and does not release such information for the purpose of affecting the value of executive compensation. The exercise price of stock subject to options awarded under our plans is the fair market value of the stock on the date the grant is approved by the Board or the Compensation Committee. Under the terms of each plan, the fair market value of the stock is the closing sales price of the stock on the date the grant is approved by the Board or the Compensation Committee as reported by the NYSE American.
Retirement and Other Post-Termination Benefits
Retirement and Other Post-Termination Benefits Other than our 401(k) plan, employment agreements with our named executive officers and certain other employment agreements which provide for severance for termination without cause, we have not entered into any employment agreements that provide for a continuation of post-employment benefits. Our benefits plans are generally the same for all employees, and so as of the date of this proxy statement, the Compensation Committee does not believe that any such plans in their present forms would continue post-employment, except as required by law (including with respect to COBRA), or otherwise set forth in our 2025 10-K. We do not currently maintain any other retirement or post-termination benefits plans.
Change in Control Severance Policy
Change in Control Severance Policy We do not currently maintain any change in control severance plans or severance policies, except as provided in the executive employment agreements and the 2026 Plan, both of which are discussed in this section. Therefore, none of our named executive officers will receive any cash severance payments in the event we undergo a change in control, unless their employment agreement otherwise provides.
Summary Compensation Table
Summary Compensation Table The following table summarizes all compensation recorded by us in each of the last two completed fiscal years for the following persons (our “named executive officers” or “NEOs”):
Summary Compensation Table
| ● | all individuals serving as our principal executive officer or acting in a similar capacity during the year ended December 31, 2025; | | ● | our two most highly compensated executive officers at December 31, 2025 whose annual compensation exceeded $100,000; and | | ● | up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at December 31, 2025. |
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Option Awards ($) | Nonequity incentive plan compen-sation ($) | Non-qualified deferred compen-sation earnings ($) | All other compen-sation (2) ($) | Total ($) | | Richard K. Howe, | 2025 | 425,000 | 100,000 | 36,675 | — | — | — | 7,113 | 568,788 | | Former Executive Chairman and Chief Executive Officer (3) | 2024 | 425,000 | — | 540,250 | — | — | — | 8,617 | 973,867 | | Robert Buchner, Chairman of the Board and Chief Executive Officer (4) | 2025 | 84,375 | — | 447,650 | — | — | — | 62,500 | 594,525 | | Wallace D. Ruiz, | 2025 | 300,000 | 50,000 | — | — | — | — | 18,880 | 368,880 | | Chief Financial Officer | 2024 | 292,708 | — | 123,720 | — | — | — | 22,204 | 438,632 |
Summary Compensation Table
_________
Summary Compensation Table
| (1) The value attributable to any stock awards is computed in accordance with FASB ASC Topic 718. The 2025 awards were valued as of the date of grant. The assumptions made in the valuations of the stock awards are included in Note 10 of the notes to our consolidated financial statements for the year ended December 31, 2025 appearing in our 2024 10-K. | | (2) Amount includes $15,000 of cash director fees and $47,500 of consulting fees paid to Mr. Buchner prior to becoming an executive of the Company on September 30, 2025. | | (3) Mr. Howe ceased to be Executive Chairman and Chief Executive Officer on January 31, 2026. | | (4) Mr. Buchner joined the Company as Chief Operating Officer on September 30, 2005; Mr. Buchner became Chairman of the Board and Chief Executive Officer on February 1, 2026. |
Summary Compensation Table
| 17 | | Table of Contents |
Outstanding equity awards at year end
Outstanding equity awards at year end The following table provides information concerning unexercised options, restricted stock units that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2025:
Outstanding equity awards at year end
| | OPTION AWARDS | | | | | STOCK AWARDS | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (1) (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Richard K. Howe | — | — | — | — | — | 127,501 | 316,202 | — | — | | Robert Buchner | — | — | — | — | — | 128,000 | 317,440 | — | — | | Wallace D. Ruiz | — | — | — | — | — | 27,500 | 68,200 | — | — |
Outstanding equity awards at year end
| (1) For Mr. Howe, 41,667 and 36,667 of the restricted stock units reported in this column vested on March 1, 2026 and April 1, 2026, respectively. In addition, 41,667 will vest on March 1, 2027 and 7,500 will vest on July 1, 2027. For Mr. Buchner, 3,000 of the restricted stock units reported in this column vested on January 8, 2026, and 41,666, 41,667 and 41,667 of the restricted stock units reported will vest on September 30, 2026, September 30, 2027, and September 30, 2028, respectively. For Mr. Ruiz, 10,000 and 7,500 of the restricted stock units reported in this column vested on March 1, 2026 and April 1, 2026, respectively, and 10,000 of the restricted stock units reported will vest on March 1, 2027. |
Pay-Versus-Performance
| Year | Summary Compensation Table Total for Richard Howe ($) | Compensation Actually Paid to Richard Howe(1)(2) ($) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | Net Income (in thousands) ($) | | 2025 | 568,788 | (120,637) | 481,703 | (65,135) | 111.1 | (5,096) | | 2024 | 973,867 | 1,724,283 | 373,858 | 1,038,429 | 293.5 | (5,762) | | 2023 | 1,075,635 | 1,431,660 | 595,463 | 791,588 | 194.1 | (10,390) |
Pay-Versus-Performance
| (2) Non-CEO NEOs reflect the Summary Compensation Table total compensation and average Compensation Actually Paid to the following executives by year: |