Marchex (NASDAQ: MCHX) details 2025 pay, control and audit costs
Rhea-AI Filing Summary
Marchex, Inc. filed Amendment No. 1 to its annual report to add Part III disclosures on directors, executive officers, compensation, ownership and auditor fees instead of incorporating a future proxy statement by reference. The filing details a five-member board, committee structures, and independence determinations.
Marchex highlights a strong 2023 say-on-pay result, with about 95% of votes supporting named executive officer pay, and continues its mix of salary, bonus and equity awards under the 2021 Stock Incentive Plan. In 2025, President & CRO Troy Hartless received total compensation of $1,230,833, while former CEO Edwin Miller received $857,340.
The company reports dual-class equity with 4,660,927 Class A and 39,636,247 Class B shares outstanding as of April 10, 2026, and notes that directors and executives as a group control 78.5% of total voting power. For 2025, Marchex recorded a net loss of $5,235K and paid $606,890 in audit fees to RSM US LLP.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
Section 16(a) Beneficial Ownership Reporting Compliance regulatory
say-on-pay proposal financial
restricted stock units ("RSUs") financial
Change in Control financial
compensation actually paid (CAP) financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
For the transition period from to .
Commission File Number
(Exact name of Registrant as specified in its Charter)
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(State or other jurisdiction of incorporation or organization) (Address of principal executive offices) |
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(I.R.S Employer Identification No.)
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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(NASDAQ Global Select Market) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of Class B common stock on The NASDAQ Stock Market on June 30, 2025 was $
The number of shares of Registrant’s Class A common stock outstanding as of April 10, 2026 was
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K/A: None.
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EXPLANATORY NOTE
In accordance with Rule 12b-15 under the United States Securities Exchange Act of 1934, as amended, the cover page to the Form 10-K, Part III, Items 10 through 14 of our Form 10-K are hereby amended and restated in their entirety. In addition, a new certification of our principal executive officer ("PEO") and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached dated as of the filing date of this Amendment. This Amendment does not amend or otherwise update any other information in our 10-K. Accordingly, this Amendment should be read in conjunction with our Form 10-K and with our filings with the SEC subsequent to our Form 10-K.
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TABLE OF CONTENTS
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Part III |
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ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
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ITEM 11. |
EXECUTIVE COMPENSATION |
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ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
14 |
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ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
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ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
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Part IV |
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ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
19 |
In Marchex’s filings with the SEC, information is sometimes "incorporated by reference." This means that we refer the user to information previously filed with the SEC that should be considered as part of the particular filing. In addition, this Amendment includes a website address. This website address is intended to provide inactive, textual references only. The information on this website is not part of this Amendment.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors
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, ages, and tenures of our directors are set forth below:
Name |
Age |
Position |
Director Since |
Michael Arends |
55 |
Vice Chairman |
February 2023 |
Dennis Cline (1)(2)(3) |
65 |
Director |
May 2003 |
Donald Cogsville (1)(2)(3) |
60 |
Director |
April 2019 |
Russell Horowitz |
59 |
Chairman |
August 2017 |
M. Wayne Wisehart (1)(2)(3) |
80 |
Director |
November 2008 |
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-Chief Executive Officer ("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 ("CFO") from May 2003 through April 2021. Prior to joining Marchex, Mr. Arends held various positions at KPMG LLP 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 ("CPA") and a Chartered Accountant and received a Bachelor's 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 CEO and Executive Chairman of netForensics, a provider of security event information management. Prior to joining netForensics as its CEO, 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 CEO 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
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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 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 CEO 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 CFO of Go2Net from its inception until May 2000. Prior to Go2Net, Mr. Horowitz served as the CEO 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 CFO of Active Apparel Group, now Everlast Worldwide. Mr. Horowitz received a Bachelor's 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 CFO for All Star Directories, a publisher of online and career school directories. Mr. Wisehart previously served as the CFO 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 CFO of Western Wireless Corporation, a cellular phone service provider, which was acquired by Alltel in August 2005. Mr. Wisehart also served as the CFO from 2000 to 2002 of iNNERHOST, Inc., a Web hosting services company, as President and CEO from 1999 to 2000 of TeleDirect International Inc., a company that provides customer interaction systems, and as the President and CEO 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.
Executive Officers
Our current named executive officers ("NEOs"), their positions with the Company and ages, are as follows:
Name |
Age |
Position |
Troy Hartless |
55 |
President & Chief Revenue Officer ("CRO") |
Francis Feeney |
67 |
Chief Operating Officer ("COO"), Chief Legal Officer ("CLO"), & Corporate Secretary |
Brian Nagle |
40 |
CFO |
Russell Horowitz |
59 |
Chairman |
Biographical information for our executive officers is set forth below:
Troy Hartless. Mr. Hartless has served as our President and CRO since September 2025, after joining the Company as CRO in April 2023. Prior to joining Marchex, Mr. Hartless was the CEO of TLJ Capital since 2009. During his time at TLJ Capital, Mr. Hartless was also the COO of Govplace, Inc. from 2019 to 2020, CRO of 9Lenses from 2017 to 2019, and CRO of Callis Communications from 2012 to 2014. Prior to TLJ Capital and the above, Mr. Hartless was the CEO of Secure Data in Motion from 2006 to 2008 and COO of Infodata Systems, in addition to several other executive positions. Mr. Hartless received a Bachelor's of Science, Business Administration degree from Liberty University.
Francis Feeney. Mr. Feeney has served as our COO, CLO, & Corporate Secretary since September 2025, after joining the Company as Chief Corporate & Strategic Affairs Officer in October 2018. Prior to joining Marchex, Mr. Feeney served as a senior partner at DLA Piper LLP (U.S.) in its Corporate, Securities, and Finance practice from 2005 to 2018. Prior to DLA, Mr. Feeney had senior leadership roles at several other national law firms. Mr.
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Feeney has been the Company's chief legal advisor since its inception in 2003. Mr. Feeney received his J.D. from the Georgetown University Law Center and his Bachelor's of Science, Pre-Law degree from Northeastern University.
Brian Nagle. Mr. Nagle has served as our CFO since September 2025, after joining the Company as the Corporate Controller in August 2024. Prior to joining Marchex, Mr. Nagle served as the Vice President of Financial Reporting at Seekr Technologies from 2022 to 2024. Prior to Seekr Technologies; Director of SEC Reporting and Technical Accounting at Emergent BioSolutions from 2021 to 2022 and previously as Senior Manager of SEC Reporting and Technical Accounting from 2019 to 2021; and held several positions at KPMG LLP from 2008 to 2019, most recently as Senior Manager, Audit. Mr. Nagle holds degrees in Accounting and Corporate Finance from Salisbury University and is a licensed CPA.
Russell Horowitz. Refer to director's biographical information documented above.
Corporate Governance
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, officers and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership. Directors, officers and 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. Based solely on review of the copies of such reports the Company has received, or written representations that no other reports were required for those persons, the Company believes that its directors, officers and 10% stockholders complied with all applicable filing requirements during 2025.
Code of Conduct and Code of Ethics. The Company has adopted a code of conduct applicable to each of the Company’s officers, directors and employees, and a code of ethics applicable to the Company’s President, COO, CFO, and senior financial officers, as contemplated by Section 406 of the Sarbanes-Oxley Act of 2002 and both codes are available on our website at www.marchex.com.
Audit Committee. The Audit Committee is currently comprised of Messrs. Cline, Cogsville, and Wisehart (Chair). Each of the members of the Audit Committee is independent for purposes of the NASDAQ listing standards as they apply to Audit Committee members and each member of the Audit Committee is an Audit Committee financial expert, as defined in the rules of the SEC. The Audit Committee operates under a charter that is available on our website at www.marchex.com. The functions of the Audit Committee include reviewing, with the Company’s independent registered public accounting firm, the scope and timing of the independent registered public accounting firm’s services, the independent registered public accounting firm’s report on the Company’s consolidated financial statements and internal control over financial reporting following completion of the Company’s audits, and the Company’s internal accounting and financial control policies and procedures, and making annual recommendations to the Board of Directors for the appointment of an independent registered public accounting firm for the ensuing year. The Audit Committee held nine meetings and took action by written consent on one occasion during the year ended December 31, 2025.
Policy for Securities Transactions. We have adopted policies and procedures governing the purchase and sale of our securities that are applicable our directors, officers, and employees. Our securities trading policies and procedures are designed to promote compliance with
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ITEM 11. EXECUTIVE COMPENSATION.
Compensation Discussion and Analysis
The Role of Stockholder Say-on-Pay Votes
In September 2023, we last held a stockholder advisory vote to approve the compensation of our NEOs as determined pursuant to SEC Regulation S-K Item 402 (the “say-on-pay proposal”). Our stockholders overwhelmingly approved the compensation of our NEOs, with approximately 95% of stockholder votes cast in favor of the say-on-pay proposal. The Compensation Committee believes this affirms the stockholders’ support of our approach to executive compensation and did not change its approach in 2025.
The Compensation Committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for the NEOs.
Overview
You can find detailed information regarding the compensation we paid to our NEOs in the table following the Summary Compensation Table section of this Amendment below.
Our executive compensation programs are intended to serve two related goals:
We believe that this long-term focus will appropriately reward our management team for performance that will most benefit our Company and stockholders. We think that a focus on shorter-term results could inappropriately over- or under-compensate our executives due to short-term fluctuations that do not as accurately reflect our corporate growth and the corresponding benefit to our stockholders.
The Compensation Committee is responsible for setting the compensation and benefits for our executive officers, for determining distributions and grants of awards under our various stock and other incentive plans, and for all matters related to the foregoing.
NEO Compensation for 2025
Our Compensation Committee in reviewing our executive compensation packages assesses salary and bonus, salary and bonus history, the number and value of shares owned by our executives, and vesting and exercise history of prior equity grants. The Compensation Committee also considers data regarding compensation paid at public media, internet, and technology-based companies of comparable size to our Company and which could compete for the services of our NEOs. Although the compensation practices of our competitors instruct our review, we use that data only to gain perspective and do not “benchmark” our compensation to any particular level.
Base Salary and Bonus
The 2025 salaries and bonuses shown in the table following the Summary Compensation Table section of this Amendment 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
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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.
Equity Compensation and Grant Practices
All of our employees and directors are eligible to receive options, shares of restricted stock awards ("RSAs"), and/or restricted stock units ("RSUs") under our 2021 Stock Incentive Plan (“2021 Stock Plan”).
On January 16, 2025, the Compensation Committee granted stock options to Mr. Nagle under the 2021 Stock Plan pursuant to a periodic review of equity award incentives for executive officers of the Company.
On March 20, 2025, the Compensation Committee granted RSUs to Messrs. Hartless, Feeney, Nagle, and Miller under the 2021 Stock Plan pursuant to a periodic review of equity award incentives for executive officers of the Company.
On October 16, 2025, the Compensation Committee granted stock options and RSUs to Messrs. Hartless, Feeney, and Nagle under the 2021 Stock Plan pursuant to a periodic review of equity award incentives for executive officers of the Company.
On December 16, 2025, the Compensation Committee granted stock options to Mr. Horowitz under the 2021 Stock Plan in connection with his reelection as a Director at the 2025 Annual Meeting of Stockholders 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 2025 Fiscal Year-End section of this Amendment 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.
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
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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.
Policy for Recovering Incentive Compensation
We have adopted a policy for the recovery of certain executive compensation received on or after October 2, 2023 in the event of certain restatements of our financial statements in accordance with SEC and NASDAQ rules.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee during 2025, are or have been an officer or employee of the Company. No member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. During 2025, none of the Company’s executive officers served on the Compensation Committee (or its equivalent) or Board of Directors of another entity where any of that entity's executive officers also served on the Company’s Compensation Committee or Board of Directors.
Summary Compensation Table (1)
The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2025 and 2024, as applicable, by our NEOs for such years:
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards (2) ($) |
Option Awards (3) ($) |
Non-equity Compensation ($) |
All Other Compensation (4) ($) |
Total ($) |
Troy Hartless |
2025 |
380,208 |
262,500 |
423,125 |
165,000 |
- |
- |
1,230,833 |
President & CRO |
2024 |
375,000 |
261,781 |
- |
282,000 |
- |
- |
918,781 |
Francis Feeney |
2025 |
355,208 |
187,500 |
379,375 |
165,000 |
- |
- |
1,087,083 |
COO, CLO, & Corporate Secretary |
2024 |
350,000 |
250,000 |
- |
282,000 |
- |
- |
882,000 |
Brian Nagle |
2025 |
230,625 |
5,795 |
238,125 |
161,000 |
- |
- |
635,545 |
CFO |
2024 |
78,031 |
- |
- |
22,250 |
- |
- |
100,281 |
Russell Horowitz |
2025 |
255,000 |
- |
- |
49,500 |
- |
40,013 |
344,513 |
Chairman |
2024 |
255,000 |
- |
- |
54,000 |
- |
40,013 |
349,013 |
Edwin Miller |
2025 |
347,652 |
318,750 |
185,938 |
- |
- |
5,000 |
857,340 |
Former CEO |
2024 |
425,000 |
376,250 |
- |
376,000 |
- |
2,656 |
1,179,906 |
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Outstanding Equity Awards at 2025 Fiscal Year-End (1)
The following table sets forth information with respect to the value of all unexercised options and unvested stock awards previously awarded to our NEOs as of December 31, 2025. Certain option and stock awards provide for accelerated vesting, in certain circumstances. For more information on these acceleration provisions, please refer to section Potential Payments upon Termination or Change in Control at 2025 Fiscal Year-End below.
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Option Awards |
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Stock Awards |
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Name |
Grant Date |
Number of Securities Underlying Unexercised Options Exercisable (#) |
Number of Securities Underlying Unexercised Options Unexercisable (#) |
Option |
Option |
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Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested (2) ($) |
Troy Hartless |
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Stock Options |
4/3/2023 (5) |
93,750 |
56,250 |
1.86 |
4/3/2033 |
|
— |
— |
Stock Options |
4/3/2023 (8) |
127,016 |
72,984 |
1.86 |
4/3/2033 |
|
— |
— |
Stock Options |
9/28/2023 (5) |
168,750 |
131,250 |
1.45 |
9/28/2033 |
|
— |
— |
Stock Options |
7/26/2024 (5) |
62,500 |
137,500 |
1.58 |
7/26/2034 |
|
— |
— |
Stock Options |
7/26/2024 (5) |
— |
100,000 |
1.58 |
7/26/2034 |
|
— |
— |
Restricted Stock |
3/20/2025 (10) |
— |
— |
— |
— |
|
87,500 |
145,250 |
Restricted Stock |
10/16/2025 (11) |
— |
— |
— |
— |
|
150,000 |
249,000 |
Stock Options |
10/16/2025 (5) |
— |
150,000 |
1.81 |
10/16/2035 |
|
— |
— |
Francis Feeney |
|
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|
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|
Stock Options |
10/1/2018 (5) |
125,000 |
— |
2.82 |
10/1/2028 |
|
— |
— |
Stock Options |
4/17/2019 (5) |
13,000 |
— |
5.05 |
4/14/2029 |
|
— |
— |
Stock Options |
1/4/2021 (5) |
30,000 |
— |
2.02 |
1/4/2031 |
|
— |
— |
Stock Options |
1/3/2022 (5) |
37,500 |
2,500 |
2.56 |
1/3/2032 |
|
— |
— |
Restricted Stock |
1/3/2022 (3) |
— |
— |
— |
— |
|
10,000 |
16,600 |
Stock Options |
1/3/2023 (5) |
27,500 |
12,500 |
1.72 |
1/3/2033 |
|
— |
— |
Restricted Stock |
1/3/2023 (3) |
— |
— |
— |
— |
|
20,000 |
33,200 |
Stock Options |
9/28/2023 (5) |
168,750 |
131,250 |
1.45 |
9/28/2033 |
|
— |
— |
Stock Options |
7/26/2024 (5) |
62,500 |
137,500 |
1.58 |
7/26/2034 |
|
— |
— |
Stock Options |
7/26/2024 (11) |
— |
100,000 |
1.58 |
7/26/2034 |
|
— |
— |
Restricted Stock |
3/20/2025 (10) |
— |
— |
— |
— |
|
62,500 |
103,750 |
Restricted Stock |
10/16/2025 (11) |
— |
— |
— |
— |
|
150,000 |
249,000 |
Stock Options |
10/16/2025 (5) |
— |
150,000 |
1.81 |
10/16/2035 |
|
— |
— |
Brian Nagle |
|
|
|
|
|
|
|
|
Stock Options |
8/12/2024 (5) |
7,812 |
17,188 |
1.86 |
8/12/2034 |
|
— |
— |
Stock Options |
1/16/2025 (5) |
— |
25,000 |
1.94 |
1/16/2035 |
|
— |
— |
Restricted Stock |
3/20/2025 (10) |
— |
— |
— |
— |
|
7,500 |
12,450 |
Restricted Stock |
10/16/2025 (11) |
— |
— |
— |
— |
|
125,000 |
207,500 |
Stock Options |
10/16/2025 (5) |
— |
125,000 |
1.81 |
10/16/2035 |
|
— |
— |
Russell Horowitz |
|
|
|
|
|
|
|
|
Stock Options |
10/22/2020 (9) |
20,000 |
— |
1.90 |
10/22/2030 |
|
— |
— |
Stock Options |
12/31/2020 (9) |
95,000 |
— |
1.96 |
12/31/2030 |
|
— |
— |
Stock Options |
1/4/2021 (5) |
41,000 |
— |
2.02 |
1/4/2031 |
|
— |
— |
Stock Options |
10/1/2021 (7) |
20,000 |
— |
3.02 |
10/1/2031 |
|
— |
— |
Stock Options |
12/30/2021 (6) |
47,500 |
— |
2.57 |
12/30/2031 |
|
— |
— |
Stock Options |
1/3/2022 (5) |
47,812 |
3,188 |
2.56 |
1/3/2032 |
|
— |
— |
Restricted Stock |
1/3/2022 (3) |
— |
— |
— |
— |
|
12,750 |
21,165 |
Stock Options |
9/29/2022 (4) |
20,000 |
— |
1.78 |
9/29/2032 |
|
— |
— |
Stock Options |
12/30/2022 (7) |
72,000 |
— |
1.60 |
12/30/2032 |
|
— |
— |
Stock Options |
1/25/2023 (5) |
35,062 |
15,938 |
2.00 |
1/25/2033 |
|
— |
— |
Restricted Stock |
1/25/2023 (3) |
— |
— |
— |
— |
|
25,500 |
42,330 |
Stock Options |
9/28/2023 (4) |
20,000 |
— |
1.45 |
9/28/2033 |
|
— |
— |
Stock Options |
11/6/2024 (4) |
25,000 |
25,000 |
1.80 |
11/6/2034 |
|
— |
— |
Stock Options |
12/16/2025 (4) |
— |
50,000 |
1.64 |
12/16/2035 |
|
— |
— |
Edwin Miller |
|
|
|
|
|
|
|
|
Stock Options |
2/3/2023 (5) |
206,250 |
93,750 |
2.09 |
2/3/2033 |
|
— |
— |
Stock Options |
2/3/2023 (8) |
187,500 |
187,500 |
2.09 |
2/3/2033 |
|
— |
— |
Stock Options |
9/28/2023 (5) |
196,875 |
153,125 |
1.45 |
9/28/2033 |
|
— |
— |
Stock Options |
7/26/2024 (5) |
78,125 |
171,875 |
1.58 |
7/26/2034 |
|
— |
— |
Stock Options |
7/26/2024 (5) |
— |
150,000 |
1.58 |
7/26/2034 |
|
— |
— |
Restricted Stock |
3/20/2025 (10) |
— |
— |
— |
— |
|
106,250 |
176,375 |
7
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8
Table of Contents
Potential Payments upon Termination or Change in Control at 2025 Fiscal Year-End
Employment Arrangements
On the October 16, 2025, the Company updated the following employment terms for Mr. Nagle, consistent with the terms for Messrs. Hartless and Feeney. In the event that Hartless, Feeney, or Nagle is terminated by the Company without “Cause” (as such term is defined in the Company’s standard form Executive Officer offer letter as previously disclosed), or by Hartless, Feeney, or Nagle for “Good Reason” (defined as material diminution in duties, reduction in annual salary or target bonus from prior year, or relocation of place of performance of duties by more than 50 miles) following the occurrence of a “Change in Control” (as defined in the Plan), Hartless, Feeney, or Nagle will receive a lump sum payment equal to twelve months of base salary plus the amount of any earned bonus for the prior calendar year (such bonus amount capped at 100% of such officer’s then annual salary), and twelve months of COBRA benefits. In the event of termination of employment due to death or disability, Hartless, Feeney, or Nagle or their estate will receive eighteen months of COBRA benefits. In the event of a Change in Control, termination by the Company of Hartless, Feeney, or Nagle without “Cause,” or termination by Hartless, Feeney, or Nagle due to death or disability prior to a Change in Control, 100% of any and all unvested time-based and performance options, restricted stock, and RSUs held by Hartless, Feeney, or Nagle shall become immediately vested.
Equity Awards
The equity awards set forth in the table following the Outstanding Equity Awards at 2025 Fiscal Year-End section of this Amendment above are subject to certain conditions on vesting as well as accelerated vesting in part or in full in the event of a Change in Control or for certain awards in the event of Double-Trigger Change in Control Acceleration.
Pay versus Performance
The following table sets forth the compensation information of our PEOs, and the average compensation information of our other NEOs (“non-PEO”), both as reported in the Summary Compensation Table 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:
|
|
PEO (1) |
|
PEO (2) |
|
PEO (3) |
||||||
Fiscal Year |
|
Summary Compensation Table Total ($) |
|
Total CAP ($) |
|
Summary Compensation Table Total ($) |
|
Total CAP ($) |
|
Summary Compensation Table Total ($) |
|
Total CAP ($) |
2025 |
|
1,230,833 |
|
1,163,483 |
|
1,087,083 |
|
1,002,000 |
|
857,340 |
|
796,132 |
2024 |
|
- |
|
- |
|
- |
|
- |
|
1,179,906 |
|
1,318,187 |
2023 |
|
- |
|
- |
|
- |
|
- |
|
1,460,113 |
|
1,193,371 |
|
|
PEO (4) |
|
PEO (5) |
||||
Fiscal Year |
|
Summary Compensation Table Total ($) |
|
Total CAP ($) |
|
Summary Compensation Table Total ($) |
|
Total CAP ($) |
2025 |
|
- |
|
- |
|
- |
|
- |
2024 |
|
- |
|
- |
|
- |
|
- |
2023 |
|
529,876 |
|
181,122 |
|
537,428 |
|
80,840 |
(1) Amounts reported in these columns reflect the amounts for Troy Hartless for 2025.
(2) Amounts reported in these columns reflect the amounts for Francis Feeney for 2025.
(3) Amounts reported in these columns reflect the amounts for Edwin Miller for 2025, 2024, and 2023.
(4) Amounts reported in these columns reflect the amounts for Michael Arends for 2023.
(5) Amounts reported in these columns reflect the amounts for Russell Horowitz for 2023.
9
Table of Contents
|
|
Non-PEO NEO (6) |
|
|
|
|
||
Fiscal Year |
|
Average Summary Compensation Table Total |
|
Average Total CAP ($) |
|
Value of Initial Fixed $100 investment on December 31, 2022 based on Total Shareholder Return ($) |
|
Net Loss ($K) |
2025 |
|
490,029 |
|
369,315 |
|
$103.75 |
|
(5,235) |
2024 |
|
624,391 |
|
681,340 |
|
$109.38 |
|
(4,947) |
2023 |
|
489,738 |
|
349,350 |
|
$85.00 |
|
(9,910) |
(6) Amounts reported in these columns reflect the amounts for Brian Nagle and Russell Horowitz for 2025; Troy Hartless and Holly Aglio for 2024; and Troy Hartless, Holly Aglio, Ryan Polley, and John Roswech for 2023.
10
Table of Contents
The deductions, and additions to, total compensation in the Summary Compensation Table by year that were used to calculate CAP include:
|
|
Summary Compensation Table Total |
Grant Date Value of New Awards |
Year End Value of New Awards |
Change in Value of Awards Vested in Current Year |
Change in Value of Awards Already Vested |
Values of Awards Canceled as of Prior Year |
Total Equity CAP |
Total CAP* |
Fiscal Year |
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7)=(3)+(4)+(5)+(6) |
(8)=(1)-(2)+(7) |
2025 |
PEO (a) |
1,230,833 |
588,125 |
543,375 |
(11,925) |
(10,675) |
- |
520,775 |
1,163,483 |
|
PEO (b) |
1,087,083 |
544,375 |
502,125 |
(10,444) |
(32,389) |
- |
459,292 |
1,002,000 |
|
PEO (c) |
857,340 |
185,938 |
175,313 |
(16,719) |
(33,864) |
- |
124,730 |
796,132 |
|
Average Non-PEO NEO (f) |
490,029 |
224,313 |
210,313 |
(6,239) |
(100,476) |
- |
103,598 |
369,315 |
2024 |
PEO (c) |
1,179,906 |
376,000 |
424,000 |
90,281 |
- |
- |
514,281 |
1,318,187 |
|
Average Non-PEO NEO (f) |
624,391 |
141,000 |
159,000 |
38,949 |
- |
- |
197,949 |
681,340 |
2023 |
PEO (c) |
1,460,113 |
1,073,750 |
807,008 |
- |
- |
- |
807,008 |
1,193,371 |
|
PEO (d) |
529,876 |
221,650 |
162,099 |
(90,651) |
(198,552) |
- |
(127,104) |
181,122 |
|
PEO (e) |
537,428 |
218,267 |
145,000 |
(299,973) |
(83,348) |
- |
(238,321) |
80,840 |
|
Average Non-PEO NEO(f) |
489,738 |
390,367 |
373,979 |
- |
- |
(124,000) |
249,979 |
349,350 |
11
Table of Contents
Pay Versus Performance: Graphical Description
The illustrations below provide graphical descriptions of the relationships between the following:
• The PEO’s and non-PEO NEO’s CAP and the Company’s cumulative total shareholder return (“TSR”); and
• The PEO’s and non-PEO NEO’s CAP and the Company’s net loss.
CAP versus TSR
12
Table of Contents
CAP versus Net Loss
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 2025 for service as a member of our Board of Directors, except Mr. Horowitz, our Chairman, whose compensation is reflected within the Summary Compensation Table section above.
2025 Director Compensation
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards (1) ($) |
Option Awards (1) ($) |
Total ($) |
Michael Arends |
60,000 |
- |
49,500 |
109,500 |
Dennis Cline |
30,000 |
- |
49,500 |
79,500 |
Donald Cogsville |
30,000 |
- |
49,500 |
79,500 |
M. Wayne Wisehart |
30,000 |
- |
49,500 |
79,500 |
13
Table of Contents
The number of equity awards for service as a member of our Board of Directors (except for Mr. Horowitz) outstanding as of December 31, 2025 were:
Name |
Stock Awards (#) |
Option Awards (#) |
Total (#) |
Michael Arends |
- |
120,000 |
120,000 |
Dennis Cline |
- |
215,000 |
215,000 |
Donald Cogsville |
- |
215,000 |
215,000 |
M. Wayne Wisehart |
- |
215,000 |
215,000 |
In December 2025, based upon the elections of the individual directors at our 2025 Annual Meeting of stockholders and in accordance with Marchex’s previously announced director compensation policy: (i) the Company granted 50,000 options with an exercise price being the closing price of the Company’s stock on the grant date, under Marchex’s 2021 Stock Plan to each of the Company’s directors as compensation for their annual board service. Fifty percent (50%) of such 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, the Company agreed to pay $7,500 in cash per quarter for each independent directors’ annual director service.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
To the Company’s knowledge, the following table sets forth information regarding the beneficial ownership of our Class A and Class B common stock as of April 10, 2026 by:
Percentage of beneficial ownership is based on 4,660,927 shares of our Class A common stock and 39,636,247 shares of our Class B common stock outstanding as of April 10, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or RSUs held by that person that are currently exercisable or exercisable or issuable upon vesting within 60 days of April 10, 2026, are deemed outstanding. These shares are not, however, deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as otherwise noted below, the address for each beneficial owner listed below is c/o Marchex, Inc., 1200 5thAve., Suite 1300, Seattle, WA, 98101.
14
Table of Contents
|
|
Shares Beneficially Owned |
|
|
||||
|
|
Class A Common Stock |
|
Class B Common Stock |
|
|
||
Name and, as appropriate, Address of Beneficial Owner |
|
Shares |
% |
|
Shares |
% |
|
Total Voting Power (1) (%) |
5% Security Holders: |
|
|
|
|
|
|
|
|
Edenbrook Capital, LLC (2) |
|
— |
— |
|
14,561,905 |
36.7 |
|
9.3 |
116 Radio Circle |
|
|
|
|
|
|
|
|
Mount Kisco, NY 10549 |
|
|
|
|
|
|
|
|
Koller Capital LLC (3) |
|
— |
— |
|
3,865,175 |
9.8 |
|
2.5 |
1343 Main Street, Suite 413 |
|
|
|
|
|
|
|
|
Sarasota, FL 34236 |
|
|
|
|
|
|
|
|
NEOs and Directors: |
|
|
|
|
|
|
|
|
Michael Arends (4) |
|
— |
— |
|
2,081,666 |
5.3 |
|
1.3 |
Dennis Cline (5) |
|
— |
— |
|
286,760 |
* |
|
* |
Donald Cogsville (6) |
|
— |
— |
|
230,623 |
* |
|
* |
Francis Feeney (7) |
|
— |
— |
|
855,428 |
2.2 |
|
* |
Troy Hartless (8) |
|
— |
— |
|
675,000 |
1.7 |
|
* |
Russell Horowitz (9) |
|
4,660,927 |
100.0 |
|
1,449,855 |
3.7 |
|
75.5 |
Brian Nagle (10) |
|
— |
— |
|
26,249 |
* |
|
* |
M. Wayne Wisehart (6) |
|
— |
— |
|
461,145 |
1.2 |
|
* |
All directors and executive officers as a group (8 persons) (11) |
|
4,660,927 |
100.0 |
|
6,066,726 |
15.3 |
|
78.5 |
Except as indicated in the footnotes below and except as subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
* Beneficial ownership or total voting power, as the case may be, representing less than one percent.
15
Table of Contents
Equity Compensation Plans
2012 Stock Incentive Plan. Our 2012 Stock Incentive Plan was adopted by our Board of Directors and approved by our stockholders on May 4, 2012 (the “2012 Stock Plan”). No further awards were made under the 2012 Stock Plan after December 31, 2021. The 2012 Stock Plan provided for the granting of shares of Class B common stock to employees, directors, and consultants of Marchex, its affiliates and strategic partners and provided for the following types of grants:
2021 Stock Incentive Plan. Our 2021 Stock Incentive Plan was adopted by our Board of Directors and approved by our stockholders on October 1, 2021 (the "2021 Stock Plan"). The 2021 Stock Plan provides for the granting of shares of Class B common stock to employees, directors, and consultants of Marchex, its affiliates and strategic partners and provides for the following types of grants:
16
Table of Contents
Equity Compensation Plan Information
The following table sets forth certain information regarding our Class B common stock that may be issued upon exercise of options, warrants, and other rights under all of our existing equity compensation plans as of December 31, 2025:
Plan Category |
Number of Shares to be issued upon exercise of outstanding options, warrants, and rights (#)(a) |
|
Weighted Average exercise price of outstanding options, warrants, and rights ($)(b) |
|
Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)(#)(c) |
Equity compensation plans approved by security holders: |
|
|
|
|
|
2012 stock incentive plan(1) |
1,323,060 |
|
2.72 |
|
- |
2021 stock incentive plan(2) |
7,289,087 |
(3) |
1.73 |
(4) |
1,377,459 |
Total |
8,612,147 |
|
1.88 |
(4) |
1,377,459 |
The weighted-average exercise price in column (b) is calculated based on outstanding stock options. It does not take into account shares issuable upon vesting of outstanding RSUs, which have no exercise price.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Procedures for Review and Approval of Related Person Transactions
Our Audit Committee is responsible under its charter for reviewing and approving in advance any proposed related party transactions which would require disclosure under Item 404(a) of Regulation S-K and reporting to the Board of Directors on any approved transactions. The Audit Committee is responsible for ensuring that such relationships are on terms commensurate with those that would be extended to an unrelated third party.
Board Independence
The Board of Directors determined that, other than Mr. Horowitz and Mr. Arends, each member of the board is an independent director in accordance with NASDAQ listing standards.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The Company’s independent registered public accounting firm is
17
Table of Contents
Accounting Fees and Services
During 2025 and 2024, RSM provided professional services that were billed in the following categories and amounts:
|
2025 |
|
2024 |
Audit Fees (1) |
606,890 |
|
439,900 |
Audit-Related Fees (2) |
- |
|
- |
Tax Fees (3) |
- |
|
- |
Total All Fees |
606,890 |
|
439,900 |
The Audit Committee pre-approved 100% of the 2025 and 2024 services and fees above pursuant to the pre-approval policy described below.
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm
The policy of the Audit Committee is to pre-approve all audit and permissible non-audit services to be performed by the independent registered public accounting firm during the fiscal year. The Audit Committee pre-approves services by authorizing specific projects within the categories outlined above, subject to the budget for each category. The Audit Committee’s charter delegates to its Chairman the authority to address any requests for pre-approval of services between Audit Committee meetings, and the Chairman must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
18
Table of Contents
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The exhibits listed in the exhibit index of the Form 10-K and the exhibits listed in the exhibit index of this Amendment are filed with, or incorporated by reference in, this report.
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description of Document |
|
|
|
†31.1 |
|
Certification of Principal Executive Officers pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
†31.2 |
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Filed herewith.
19
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seattle, State of Washington on April 17, 2026.
|
MARCHEX, INC. |
|
|
|
|
|
By: |
/S/ BRIAN NAGLE |
|
|
Brian Nagle CFO (Principal Financial Officer and Principal Accounting Officer) |
20