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    Amendment: SEC Form 10-K/A filed by Marchex Inc.

    4/18/25 4:15:10 PM ET
    $MCHX
    Business Services
    Consumer Discretionary
    Get the next $MCHX alert in real time by email
    10-K/A
    0001224133trueFY00012241332024-06-300001224133us-gaap:CommonClassAMember2025-04-110001224133us-gaap:CommonClassBMember2025-04-1100012241332024-01-012024-12-31xbrli:sharesiso4217:USD

    Table of Contents

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 10-K/A

    (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 December 31, 2024

    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 000-50658

     

    Marchex, Inc.

    (Exact name of Registrant as specified in its Charter)

     

    Delaware

     

    35-2194038

    (State or other jurisdiction of

    incorporation or organization)

    1200 5th Ave, Suite 1300,

    Seattle, WA

    (Address of principal executive offices)

     

    (I.R.S Employer

    Identification No.)

     

    98101

    (Zip Code)

    Registrant’s telephone number, including area code: (206) 331-3300

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading Symbol(s)

     

    Name of each exchange on which registered

    Class B Common Stock, $0.01 par value per share

     

    MCHX

     

    The NASDAQ Stock Market LLC

    (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 ☐ No ☒

    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 ☐ No ☒

    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. Yes ☒ No ☐

    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). Yes ☒ No ☐

    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

    ☐

    Accelerated filer

    ☐

    Non-accelerated filer

    ☒

    Smaller reporting company

    ☒

    Emerging growth company

     

    ☐

     

     

     

     

    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 ☐ No ☒

    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, 2024 was $53,845,703.

    The number of shares of Registrant’s Class A common stock outstanding as of April 11, 2025 was 4,660,927. The number of shares of Registrant’s Class B common stock outstanding as of April 11, 2025 was 39,240,803.

     

     


    Table of Contents

     

    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.

     

     

     


    Table of Contents

     

    EXPLANATORY NOTE

    Marchex, Inc. (“we,” “us,” “our,” “Marchex,” or "the Company") is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), as originally filed with the United States Securities and Exchange Commission (“SEC”) on March 14, 2025. The purpose of this Amendment is to include Part III information which will be incorporated by reference for our definitive proxy statement for our 2025 Annual Meeting of Stockholders. This information was previously omitted from the 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the Part III information to be incorporated in our Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by our Form 10-K. The reference on the cover to the Form 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the Form 10-K is hereby deleted.

    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.

     

     


    Table of Contents

     

    TABLE OF CONTENTS

    Page

     

     

    Part III

    ITEM 10.

    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

    1

    ITEM 11.

    EXECUTIVE COMPENSATION

    3

    ITEM 12.

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

    13

    ITEM 13.

    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

    16

    ITEM 14.

    PRINCIPAL ACCOUNTING FEES AND SERVICES

    16

    Part IV

    ITEM 15.

    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

    18

    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.

     


    Table of Contents

     

    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

    54

    Vice Chairman

    February 2023

    Dennis Cline (1)(2)(3)

    64

    Director

    May 2003

    Donald Cogsville (1)(2)(3)

    59

    Director

    April 2019

    Russell Horowitz

    58

    Chairman

    August 2017

    M. Wayne Wisehart (1)(2)(3)

    79

    Director

    November 2008

     

    (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-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 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 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, their positions with the Company and ages, are as follows:

     

    Name

    Age

    Position

    Edwin Miller

    55

    CEO

    Troy Hartless

    54

    Chief Revenue Officer ("CRO")

    Brian Nagle

    39

    Principal Financial Officer

    Russell Horowitz

    58

    Chairman

     

    Biographical information for our executive officers is set forth below:

     

    Edwin Miller. Mr. Miller has served as our CEO since February 2023. Prior to joining Marchex, Mr. Miller served as an Operating Executive with Gemspring Capital since May 2021, as President, CEO, and Director of The Interest Group from January through December 2020, and as President, CEO, and Director of Astreya Partners from 2014 to 2019. Mr. Miller received a Bachelor of Science, Management degree from Liberty University - Dual Minors (German and French), and a Master's of Business Administration in Finance and International Affairs from The George Washington University School of Business.

     

    Troy Hartless. Mr. Hartless has served as our CRO since April 2023. Prior to joining Marchex, Mr. Hartless was the CEO of TLJ Capital since 2009. Prior to TLJ Capital, Mr. Hartless was the Chief Operating Officer ("COO") of Govplace, Inc. from 2019 to 2020, and the CRO of 9Lenses from 2017 to 2019. Mr. Hartless received a Bachelor's of Science, Business Administration degree from Liberty University.

     

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    Brian Nagle. Mr. Nagle has served as our Principal Financial Officer and Principal Accounting Officer since March 2025, after joining the Company 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 Directors section above for biographical information.

     

    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 2024.

     

    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 CEO, Principal Financial Officer and the Company’s 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 eight meetings and took action by written consent on three occasions during the year ended December 31, 2024.

     

    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 insider trading laws in accordance with SEC and NASDAQ rules, and also prohibit or discourage transactions that would hedge the risk of ownership of our equity securities or involve the pledging our equity securities.

    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 named executive officers ("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 2024.

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    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:

    •
    Long-Term Retention of our Strong Management Team. We believe that our continued success depends on our ability to retain our experienced, complementary and dedicated management team. Although we always consider the ultimate interest of our stockholders in setting NEO compensation, we also must acknowledge that our executives face many career options and we therefore must provide strong incentives for them to continue to participate in our growth.
    •
    Long-Term Growth in Stockholder Value. We believe that management compensation packages should reflect as much as possible the risk and opportunity experienced by our stockholders. As a result, we strongly emphasize performance-based compensation arrangements, which reward NEOs for contributions to our long-term growth and overall corporate success.

    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 2024

     

    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 2024 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 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.

     

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    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”).

     

    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 July 26, 2024, 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 Company.

     

    On November 6, 2024, the Compensation Committee granted stock options to Mr. Horowitz under the 2021 Stock Plan in connection with his reelection as a Director at the 2024 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 2024 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.

     

    The Compensation Committee may grant equity awards at any time. It is our practice to not time equity award grants in relation to the release of material non-public information.

     

    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.

     

    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 2024, 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 2024, 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.

     

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    Summary Compensation Table (1)

     

    The following table sets forth information concerning the compensation received during the years ended December 31, 2024 and 2023, as applicable, by our NEOs:

     

     Name and Principal Position

    Year

    Salary ($)

    Bonus ($)

    Stock Awards (2) ($)

    Option Awards (3) ($)

    Non-equity Compensation ($)

    All Other Compensation (4) ($)

    Total ($)

    Edwin Miller

    2024

    425,000

    376,250

    -

    376,000

    -

    2,656

    1,179,906

    CEO

    2023

    386,363

    -

    -

    1,073,750

    -

    -

    1,460,113

    Troy Hartless

    2024

    375,000

    261,781

    -

    282,000

    -

    -

    918,781

    CRO

    2023

    281,250

    -

    -

    600,500

    -

    -

    881,750

    Russell Horowitz

    2024

    255,000

    -

    -

    54,000

    -

    40,013

    349,013

    Chairman

    2023

    319,161

    -

    123,750

    94,517

    -

    -

    537,428

    Holly Aglio

    2024

    330,000

    -

    -

    -

    -

    -

    330,000

    Former CFO

    2023

    57,292

    50,000

    -

    237,000

    -

    -

    344,292

    (1)
    Includes only those columns relating to compensation awarded to, earned by, or paid to the NEOs in 2024 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 Accounting Standards Codification ("ASC") 718, Stock Compensation, 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 2024 Form 10-K filed on March 14, 2025.
    (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 from our 2024 Form 10-K filed on March 14, 2025.
    (4)
    Unless otherwise noted, the total of all perquisites and personal benefits of each NEO falls below the reportable amount threshold for disclosure within this table. Mr. Miller's amount in 2024 exceeded the threshold and consisted of the Company's 401k matching contribution. Mr. Horowitz's amount in 2024 also exceeded the threshold and consisted of Consolidated Omnibus Budget Reconciliation Act ("COBRA") health insurance reimbursements.

     

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    Outstanding Equity Awards at 2024 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, 2024. 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 2024 Fiscal Year-End of this Amendment below.

     

     

     

    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)

    131,250

    168,750

    2.09

    2/3/2033

     

    —

    —

    Stock Options

    2/3/2023 (8)

    93,750

    281,250

    2.09

    2/3/2033

     

    —

    —

    Stock Options

    9/28/2023 (5)

    109,375

    240,625

    1.45

    9/28/2033

     

    —

    —

    Stock Options

    7/26/2024 (5)

    —

    250,000

    1.58

    7/26/2034

     

    —

    —

    Stock Options

    7/26/2024 (5)

    —

    150,000

    1.58

    7/26/2034

     

    —

    —

    Troy Hartless

     

    Stock Options

    4/3/2023 (5)

    56,250

    93,750

    1.86

    4/3/2033

     

    —

    —

    Stock Options

    4/3/2023 (8)

    63,508

    136,492

    1.86

    4/3/2033

     

    —

    —

    Stock Options

    9/28/2023 (5)

    93,750

    206,250

    1.45

    9/28/2033

     

    —

    —

    Stock Options

    7/26/2024 (5)

    —

    200,000

    1.58

    7/26/2034

     

    —

    —

    Stock Options

    7/26/2024 (5)

    —

    100,000

    1.58

    7/26/2034

     

    —

    —

    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)

    38,437

    2,563

    2.02

    1/4/2031

     

    —

    —

    Restricted Stock

    1/4/2021 (3)

    —

    —

    —

    —

     

    10,250

    17,938

    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)

    35,062

    15,938

    2.56

    1/3/2032

     

    —

    —

    Restricted Stock

    1/3/2022 (3)

    —

    —

    —

    —

     

    25,500

    44,625

    Stock Options

    9/29/2022 (4)

    20,000

    —

    1.78

    9/29/2032

     

    —

    —

    Stock Options

    12/30/2022 (7)

    36,000

    36,000

    1.60

    12/30/2032

     

    —

    —

    Restricted Stock

    12/30/2022 (7)

    —

    —

    —

    —

     

    36,000

    63,000

    Stock Options

    1/25/2023 (5)

    22,312

    28,688

    2.00

    1/25/2033

     

    —

    —

    Restricted Stock

    1/25/2023 (3)

    —

    —

    —

    —

     

    38,250

    66,938

    Stock Options

    9/28/2023 (4)

    10,000

    10,000

    1.45

    9/28/2033

     

    —

    —

    Restricted Stock

    9/28/2023 (4)

    —

    —

    —

    —

     

    7,500

    13,125

    Stock Options

    11/6/2024 (4)

    —

    50,000

    1.80

    11/6/2034

     

    —

    —

    Holly Aglio

     

    Stock Options

    10/30/2023 (5)

    75,000

    225,000

    1.38

    10/30/2033

     

    —

    —

    (1)
    Includes only those columns for which there are outstanding equity awards at December 31, 2024. 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 $1.75 per share of our Class B common stock on the NASDAQ stock exchange on December 31, 2024.
    (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.
    (4)
    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.

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    (5)
    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.
    (6)
    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 operating income before amortization and depreciation ("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 RSUs 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 RSUs 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.

     

    Potential Payments upon Termination or Change in Control at 2024 Fiscal Year-End

     

    Employment Arrangements

    On July 26, 2024, the Company updated the following employment terms for Messrs. Miller and Hartless. In the event that such officer is terminated by the Company without “Cause” (as such term is defined in such officer’s offer letter), or by such officer 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, such officer 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, such officer or his estate will receive eighteen months of COBRA benefits. In the event of a Change in Control, termination by the Company without “Cause” or termination 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 restricted stock units shall become immediately vested.

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    Table of Contents

     

    Equity Awards

    The equity awards set forth in the table following the Outstanding Equity Awards at 2024 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 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 ($)

     

    Compensation Actually Paid ($)

     

    Summary Compensation Table Total ($)

     

    Compensation Actually Paid ($)

     

    Summary Compensation Table Total ($)

     

    Compensation Actually Paid ($)

    2024

     

    1,179,906

     

    1,318,187

     

    —

     

    —

     

    —

     

    —

    2023

     

    1,460,113

     

    1,193,371

     

    529,876

     

    181,122

     

    537,428

     

    80,840

    2022

     

    —

     

    —

     

    1,181,049

     

    239,989

     

    889,017

     

    138,523

    (1) Amounts reported in these columns reflect the amounts for Edwin Miller for 2024 and 2023.

    (2) Amounts reported in these columns reflect the amounts for Michael Arends for 2023 and 2022.

    (3) Amounts reported in these columns reflect the amounts for Russell Horowitz for 2023 and 2022.

     

     

     

    Non-PEO NEO (4)

     

     

     

     

    Fiscal Year

     

    Average Summary Compensation Table Total

     

    Average Compensation Actually Paid ($)

     

    Value of Initial Fixed $100 investment on December 31, 2021 based on Total Shareholder Return ($)

     

    Net Loss ($K)

    2024

     

    624,391

     

    681,340

     

    $70.56

     

    (4,947)

    2023

     

    489,738

     

    349,350

     

    $54.84

     

    (9,910)

    2022

     

    756,756

     

    381,781

     

    $64.52

     

    (8,245)

    (4) Amounts reported in these columns reflect the amounts for Troy Hartless and Holly Aglio for 2024; Troy Hartless, Holly Aglio, Ryan Polley, and John Roswech for 2023; and Ryan Polley and John Roswech for 2022.

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    Table of Contents

     

    The deductions, and additions to, total compensation in the Summary Compensation Table by year that were used to calculated 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)

    2024

    PEO (a)

    1,179,906

     

    376,000

     

    424,000

     

    90,281

     

    -

     

    -

     

    514,281

     

    1,318,187

     

    Average Non-PEO NEO (d)

    624,391

     

    141,000

     

    159,000

     

    38,949

     

    -

     

    -

     

    197,949

     

    681,340

     

    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)

     

    -

     

    (127,104)

     

    181,122

     

    PEO (c)

    537,428

     

    218,267

     

    145,000

     

    (299,973)

     

    (83,348)

     

    -

     

    (238,321)

     

    80,840

     

    Average Non-PEO NEO (d)

    489,738

     

    390,367

     

    373,979

     

    -

     

    -

     

    (124,000)

     

    249,979

     

    349,350

     

    PEO (b)

    1,181,049

     

    591,360

     

    515,840

     

    (316,445)

     

    (549,095)

     

    -

     

    (349,700)

     

    239,989

    2022

    PEO (c)

    889,017

     

    416,470

     

    346,690

     

    (176,636)

     

    (504,078)

     

    -

     

    (334,024)

     

    138,523

     

    Average Non-PEO NEO(d)

    756,756

     

    188,000

     

    124,000

     

    (103,414)

     

    (207,561)

     

    -

     

    (186,975)

     

    381,781

    (a)
    Amounts reported in this row reflect the amounts for Edwin Miller for 2024 and 2023.
    (b)
    Amounts reported in this row reflect the amounts for Michael Arends for 2023 and 2022.
    (c)
    Amounts reported in this row reflect the amounts for Russell Horowitz for 2023 and 2022.
    (d)
    Amounts reported in this row reflect the amounts for Troy Hartless and Holly Aglio for 2024; Troy Hartless, Holly Aglio, Ryan Polley, and John Roswech for 2023; and Ryan Polley and John Roswech for 2022.

    10


    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

     

    img71687686_0.jpg

    (1)
    PEO CAP represents the compensation actually paid to Edwin Miller in 2024 and 2023.
    (2)
    PEO CAP represents the compensation actually paid to Michael Arends in 2023 and 2022.
    (3)
    PEO CAP represents the compensation actually paid to Russell Horowitz in 2023 and 2022.

     

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    Table of Contents

     

    CAP versus Net Loss

     

    img71687686_1.jpg

     

    (1)
    PEO CAP represents the compensation actually paid to Edwin Miller in 2024 and 2023.
    (2)
    PEO CAP represents the compensation actually paid to Michael Arends in 2023 and 2022.
    (3)
    PEO CAP represents the compensation actually paid to Russell Horowitz in 2023 and 2022.

     

    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 2024 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.

    2024 Director Compensation

     Name

    Fees Earned or Paid in Cash ($)

    Stock Awards (1) ($)

    Option Awards (1) ($)

    Total ($)

    Michael Arends

    —

    —

    54,000

    54,000

    Dennis Cline

    30,000

    —

    54,000

    84,000

    Donald Cogsville

    30,000

    —

    54,000

    84,000

    M. Wayne Wisehart

    30,000

    —

    54,000

    84,000

     

    (1)
    The amounts in the stock awards and option awards columns reflect the aggregate grant date fair value of equity awards granted to directors in 2024 in accordance with ASC 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).

     

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    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, 2024 were:

     

     Name

    Stock Awards (#)

    Option Awards (#)

    Total (#)

    Michael Arends

    7,500

    70,000

    77,500

    Dennis Cline

    7,500

    165,000

    172,500

    Donald Cogsville

    7,500

    165,000

    172,500

    M. Wayne Wisehart

    7,500

    165,000

    172,500

     

    In November 2024, based upon the elections of the individual directors at our 2024 annual meeting of stockholders and in accordance with Marchex’s previously announced director compensation policy: (i) the Company granted 50,000 options at an exercise price of $1.80 per share, which was the closing price of the Company’s stock price on November 6, 2024, under Marchex’s 2021 Stock Plan to each of Marchex’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, Marchex 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 common stock and Class B common stock as of April 11, 2025 by:

     

    •
    each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of the outstanding shares of our Class A common stock or Class B common stock;
    •
    each of our directors and nominees for director;
    •
    each of our executive officers listed in the “Summary Compensation Table”; and
    •
    all of our directors, nominees for director and executive officers as a group.

     

    Percentage of beneficial ownership is based on 4,660,927 shares of our Class A common stock and 39,240,803 shares of our Class B common stock outstanding as of April 11, 2025. 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 11, 2025, 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 1200, Seattle, WA, 98101.

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    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

    37.1

     

    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)

     

    —

    —

     

    1,947,254

    5.0

     

    1.3

    Dennis Cline (5)

     

    —

    —

     

    251,760

    *

     

    *

    Donald Cogsville (6)

     

    —

    —

     

    195,623

    *

     

    *

    Troy Hartless (7)

     

    —

    —

     

    301,008

    *

     

    *

    Russell C. Horowitz (8)

     

    4,660,927

    100.0

     

    1,356,542

    3.5

     

    0.9

    Edwin Miller (9)

     

    —

    —

     

    819,134

    2.1

     

    *

    Brian Nagle

     

    —

    —

     

    —

    —

     

    —

    M. Wayne Wisehart (10)

     

    —

    —

     

    426,145

    1.1

     

    *

    All directors and executive officers as a group (8 persons) (11)

     

    4,660,927

    100.0

     

    5,297,466

    13.5

     

    3.4

     

    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.

    (1)
    Percentage of voting power represents voting power with respect to shares of our Class A common stock and Class B common stock, as a single class. Each holder of Class A common stock shall be entitled to 25 votes per share of Class A common stock and each holder of Class B common stock shall be entitled to 1 vote per share of Class B common stock on all matters submitted to a vote of stockholders, except as may otherwise be required by law. The Class A common stock is convertible at any time by the holder into shares of Class B common stock on a share-for-share basis.
    (2)
    Based on the most recently available Schedule 13D filed with the SEC on November 13, 2023 by Edenbrook Capital, LLC (“Edenbrook”); Jonathan Brolin, an individual; and Edenbrook Long Only Value Fund, LP (“Edenbrook Fund”). Edenbrook and Mr. Brolin report beneficial ownership and shared voting and dispositive power of 14,561,905 shares of our Class B common stock. The Edenbrook Fund reports beneficial ownership of 13,239,567 shares of our Class B common stock.
    (3)
    Based on the most recently available Schedule 13G filed with the SEC on February 9, 2024 by Koller Capital LLC (“Koller”); Koller Microcap Opportunities Fund LP (“Koller Microcap”); and Ross Koller. Koller, Koller Microcap, and Mr. Koller collectively reported beneficial ownership of 3,865,175 shares of our Class B common stock.
    (4)
    Includes: (1) 126,250 shares of restricted stock subject to vesting; (2) 505,525 shares of our Class B common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 2025; (3) 18,100 shares of Class B common stock held in an Individual Retirement Account for the benefit of Mr. Arends; and (4) 6,500 shares of Class B common stock held in an Individual Retirement Account for the benefit of Diana Arends, Mr. Arends’ wife. 1,077,879 shares of such Class B common stock have been pledged as collateral to a third-party lender.
    (5)
    Includes: (1) 7,500 shares of restricted stock subject to vesting; (2) 105,000 shares of our Class B common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 2025; (3) 28,500 shares of our Class B common stock held by DMC Investments, LLC, a limited liability company

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    of which Mr. Cline is the managing member; and (4) 10,000 shares of our Class B common stock held by the Colburn Cline Trust for the benefit of Colburn Cline, the son of Mr. Cline, for which shares Mr. Cline disclaims beneficial ownership.
    (6)
    Includes: (1) 7,500 shares of restricted stock subject to vesting; and (2) 105,000 shares of our Class B common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 2025.
    (7)
    Includes 301,008 shares of our Class B common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 2025.
    (8)
    Includes: (1) 4,660,927 shares of our Class A common stock held by MARRCH Investments, LLC; (2) 81,750 shares of restricted stock subject to vesting; (3) 359,624 shares of our Class B common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 2025; and (4) 5,000 shares of Class B common stock held in an Individual Retirement Account for the benefit of Mr. Horowitz. Mr. Horowitz is the managing member of MARRCH Investments, LLC and, as such, may be deemed to exercise voting and investment power over the shares held by all of these entities.
    (9)
    Includes 482,373 shares of our Class B common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 2025.
    (10)
    Includes 7,500 shares of restricted stock subject to vesting; and (2) 105,000 shares of Class B common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 2025.
    (11)
    Includes an aggregate of: (1) 4,660,927 shares of our Class A common stock; (2) 230,500 shares of restricted stock that are subject to vesting; (3) 1,963,530 shares of our Class B common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 2025; and 4) 10,000 shares for which beneficial ownership has been disclaimed.
     

    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:

    •
    incentive stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code;
    •
    non-statutory stock options, which are options not intended to qualify as ISOs, sometimes known as non-qualified options;
    •
    right to purchase shares pursuant to restricted stock purchase agreements; and
    •
    RSUs.

     

    2021 Stock Incentive Plan. The 2021 Stock Plan was adopted by our Board of Directors and approved by our stockholders on October 1, 2021. 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:

    •
    ISOs within the meaning of Section 422 of the Internal Revenue Code;
    •
    non-statutory stock options, which are options not intended to qualify as ISOs, sometimes known as non-qualified options;
    •
    right to purchase shares pursuant to restricted stock purchase agreements; and
    •
    RSUs.

    15


    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, 2024:

     

    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)

    1,528,482

     

    2.85

     

    -

    2021 stock incentive plan(2)

    5,921,002

     (3)

    1.68

     (4)

    1,434,969

    Total

    7,449,484

     

    1.92

     (4)

    1,434,969

    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.

    (1)
    After December 31, 2021, no awards were made under the 2012 Stock Plan. The plan consists of stock options to purchase shares of our Class B common stock.
    (2)
    We have reserved 7,355,971 shares of Class B common stock for issuance under our 2021 Stock Plan, which includes an increase of 1,299,680 shares to the authorized number of shares available under the plan, which occurred on January 1, 2024.
    (3)
    Consists of stock options to purchase 5,575,502 shares of Class B common stock and restricted stock representing the right to 345,500 shares of our Class B common stock.
    (4)
    Calculated exclusive of outstanding restricted stock.

    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 RSM US LLP (“RSM”), Seattle, WA, PCAOB ID: 49.

     

    16


    Table of Contents

     

    Accounting Fees and Services

    During 2024 and 2023, RSM provided professional services that were billed in the following categories and amounts:

     

    2024

     

    2023

    Audit Fees (1)

    439,900

     

    328,790

    Audit-Related Fees (2)

    -

     

    -

    Tax Fees (3)

    -

     

    -

    Total All Fees

    439,900

     

    328,790

     

    (1)
    Audit Fees consist of professional services rendered for the audit of Marchex’s consolidated financial statements, interim review of the consolidated financial statements included in the quarterly reports, and consent and review of registration statements.
    (2)
    Audit-Related Fees consist of professional services rendered for assurance and related services.
    (3)
    Tax fees consist of fees for professional services for tax return preparation and consultation on matters related to state and local tax considerations and tax credits.

     

    The Audit Committee pre-approved 100% of the 2024 and 2023 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.

    17


    Table of Contents

     

    PART IV

    ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

    1.
    Exhibits

     

    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

     

     

     

    †19.1

     

    Policy For Securities Transactions

    †31.1

    Certification of Principal Executive Officer 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.

    18


    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 18, 2025.

    MARCHEX, INC.

    By:

    /S/ BRIAN NAGLE

    Brian Nagle

    Senior Vice President, Controller

    (Principal Financial Officer and Principal Accounting Officer)

     

    19


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