Business Context and Reporting Period
This Form 8-K Current Report was filed by Marchex, Inc. on October 16, 2025. The filing discloses the entry into material definitive agreements regarding executive compensation and employment terms for three senior officers: Troy Hartless (President and Chief Revenue Officer), Francis Feeney (Chief Operating Officer and Chief Legal Officer), and Brian Nagle (Chief Financial Officer).
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation adjustments and does not contain financial performance data.
Material Changes and Compensation Details
On the Grant Date of October 16, 2025, the Compensation Committee approved the following updates:
- Base Salary Adjustments:
- Troy Hartless: $400,000 annually.
- Francis Feeney: $375,000 annually.
- Brian Nagle: $275,000 annually.
- Stock Option Grants (2021 Stock Incentive Plan):
- Hartless and Feeney: 150,000 options each.
- Nagle: 125,000 options.
- Vesting Schedule: 25% on the first anniversary, with the remainder vesting quarterly over the next three years (6.25% per quarter).
- Exercise Price: Closing price of Class B common stock on the Grant Date.
- Restricted Stock Unit (RSU) Grants:
- Hartless and Feeney: 150,000 RSUs each.
- Nagle: 125,000 RSUs.
- Vesting Schedule: 100% vesting on the fourth annual anniversary of the Grant Date.
Employment Terms and Contingencies
The filing details updated employment terms for Brian Nagle, aligning them with Hartless and Feeney, specifically regarding termination scenarios:
- Termination without Cause or for Good Reason post-Change in Control:
- Lump sum payment equal to 12 months of base salary.
- Payment of any earned bonus for the prior calendar year (capped at 100% of annual salary).
- 12 months of COBRA benefits.
- Termination due to Death or Disability:
- 18 months of COBRA benefits.
- Acceleration of Equity:
- In the event of a Change in Control, termination without Cause, or termination due to death/disability prior to a Change in Control, 100% of unvested time-based and performance options, restricted stock, and RSUs held by Nagle shall immediately vest.
Investor Verification Checklist
- Verify the closing price of Marchex Class B common stock on October 16, 2025, to determine the exercise price of the new stock options.
- Review the 2021 Stock Incentive Plan to confirm the total pool of shares available for these grants.
- Assess the impact of the new equity grants on potential future dilution for existing shareholders.
- Confirm the definitions of "Cause," "Good Reason," and "Change in Control" within the company's standard executive offer letters and the Plan.