Inuvo, Inc. appointed new CEO

Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.


Inuvo, Inc. (the "Company") announced that its Board of Directors has appointed Barry Lowenthal as President, effective May 22, 2023. Mr. Lowenthal, 57, has served as CEO of Media Kitchen, a media planning and buying agency owned by Stagwell Group, from February 2006 through February 2022. Prior to joining Media Kitchen, Mr. Lowenthal was the media director at Bartle Bogle Hegarty, a full-service advertising agency providing creative and media services from 2001 to 2006. Mr. Lowenthal has been working in the field of media planning and buying since 1988, shortly after he graduated from the University of Maryland with a Bachelor of General Studies degree in 1987. In 1994 Lowenthal received a Master of Business Administration from the City University of New York, Baruch College.


On May 22, 2023, the Company also entered into an employment agreement with Mr. Lowenthal. The employment agreement entered into by Mr. Lowenthal has an initial term of one year, after which the employment agreement automatically renews for additional one-year periods on the same terms and conditions, unless either party to the agreement exercises the respective termination rights available to such party in the agreement. The employment agreement provides for a minimum annual base salary of $300,000 and an initial grant of 1,250,000 restricted stock units vesting 33 1/3% per year of service. The employment agreement . The employment agreement requires the Company to compensate Mr. Lowenthal and provide him with certain benefits if his employment is terminated. The compensation and benefits he is entitled to receive upon termination of employment vary depending on whether his employment is terminated (i) by the Company for cause (as defined in the employment agreement); (ii) by the Company without cause, or by Mr. Lowenthal for good reason (as defined in the employment agreements); (iii) due to death or disability; or (iv) by Mr. Lowenthal without good reason.


In the event of a termination by the Company without cause or a termination by Mr. Lowenthal for good reason, he would be entitled to receive the following: (i) his earned but unpaid basic salary through the termination date; (ii) a severance payment equal to his base salary over twelve months (provided, if Mr. Lowenthal has been employed less than twelve months such payment shall be prorated to reflect his employment); and (iii) any other amounts owing to Mr. Lowenthal under the then applicable employee benefit plan or programs of the Company. In the event of a termination by the Company with cause, Mr. Lowenthal would be entitled to receive the earned but unpaid portion of his base salary through the date of termination.


There are no other arrangements or understandings between Mr. Lowenthal and any other person pursuant to which Mr. Lowenthal was appointed as President of the Company. There are also no family relationships between Mr. Lowenthal and any director or executive officer of the Company, and Mr. Lowenthal has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


A press release announcing the appointment of Mr. Lowenthal is attached hereto as Exhibit 99.1 and is incorporated herein by reference.