MARCHEX INC appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On February 6, 2023, Marchex, Inc. ("Marchex" or the "Company") announced that Edwin A. Miller ("Miller") joined Marchex as its Chief Executive Officer effective February 3, 2023 (the "Start Date"). Mr. Miller, age 53, previously served as an Operating Executive with Gemspring Capital since May, 2021, President, CEO and Director of The Intersect Group from January thought December 2020, and President, CEO and Director of Astreya Partners from 2014 to 2019. 

Mr. Miller's annual base salary will be $425,000 with an annual bonus opportunity based upon the attainment of mutually agreed to performance measures. For 2023, if all targets are met at 100%, the bonus amount is $376,250 (the "Target Amount"), with the maximum aggregate bonus amount being 195% of the Target Amount. The bonus payout percentages shall be 50% to 195% based on the performance target category and shall be based on achieving specified revenue (new revenue and total revenue) and adjusted OIBA targets to include the 2023 fiscal year with each target category weighted 33 1/3%.

As an inducement to join Marchex, Miller will receive an option to purchase 375,000 shares of Class B common stock (the "Performance Option", and collectively with the Option below, the "Options") effective on the Start Date and issued pursuant to the Plan. The exercise price of the Performance Option is the closing price of the stock on the Start Date and shall be an incentive stock option to the extent permitted by the Code and otherwise a nonqualified stock option. The Performance Option shall 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). 

In addition, Mr. Miller will receive an option to purchase 300,000 shares of Class B common stock (the "Option") effective on the Start Date and issued pursuant to Marchex's 2021 Stock Incentive Plan (the "Plan"). The Option will vest over four years, with 25% of the total option shares vesting on the first anniversary of the Start Date and the remainder vesting quarterly thereafter over the next three (3) year period in equal increments of 6.25% of the aggregate amount of such shares. The exercise price of the Option is the closing price of the stock on the Start Date and shall be an incentive stock option to the extent permitted by the Internal Revenue Code of 1986, as amended (the "Code"), and otherwise a nonqualified stock option. Continuous vesting of the Option is subject to Miller remaining a continuous full-time active employee through the applicable vesting date.

The Options above will become vested and nonforfeitable following the occurrence of a "Change in Control" (as such term is defined below) of the Company as follows: 1/3rd upon occurrence of a Change in Control, 1/3rd upon the eighteen month anniversary, and 1/3rd upon the second annual anniversary, respectively, of such Change in Control. Change in Control" shall mean the consummation of: (a) a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, unless such merger, consolidation or reorganization is a "Non-Control Transaction" (a "Non-Control Transaction" is a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued where the shareholders of the Company immediately before such merger, consolidation, or reorganization, own, directly or indirectly, at least fifty-one percent (51%) of the outstanding securities of the corporation resulting from such merger, consolidation or reorganization); or (b) a complete liquidation or dissolution of the Company; or (c) the sale or disposition of all or substantially all of the assets of the Company to any person. 

In the event that Miller is terminated by the Company without "Cause" (as such term is defined below) prior to the occurrence of a Change in Control, Miller will receive the following: (a) for termination before the one year anniversary of the Start Date, a lump sum payment equal to one year of base salary plus any accrued bonus through the date of termination, and an additional twenty-five percent (25%) of vesting on the Options; (b) for termination on or following the one year anniversary of the Start Date and before the two year anniversary of the Start Date, a lump sum payment equal to one year of base salary plus any earned bonus for the prior calendar year if not yet paid plus any accrued bonus through the date of termination, and an additional fifty percent (50%) of vesting on the Options; and (c) for termination on or following the two year anniversary of the Start Date, a lump sum payment equal to one year of base salary plus any earned bonus for the prior calendar year if not yet paid plus any accrued bonus through the date of termination, and one hundred percent (100 %) of vesting on the Options. Cause shall mean that the Company's Board of Directors has 


reasonably determined in good faith that any one or more of the following has occurred: (i) Miller shall have been convicted of, or shall have pleaded guilty or nolo contendere to, any felony or a crime of moral turpitude or to a driving under the influence or drug related offense; (ii) Miller shall have willfully failed or refused to carry out the reasonable and lawful instructions of the Company's Board of Directors (other than as a result of illness or disability) concerning duties or actions consistent with his then current position in a timely manner and otherwise in a manner reasonably acceptable to the Company's Board of Directors and such failure or refusal shall have continued for a period of ten (10) days following written notice from the Company's Board of Directors describing such failure or refusal in reasonable detail; (iii) Miller shall have breached any material provision of any agreement with the Company or the Company's Code of Conduct; (iv) Miller shall have committed any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty against the Company, or (v) the violation by Miller of any applicable securities laws or SEC regulations or the Company experiencing any deficiency or material weakness in internal controls occurring with his knowledge.

In the event that Miller is terminated by the Company without Cause upon or following the occurrence of a Change in Control, Miller will receive the following: (a) a lump sum payment equal to one year of base salary plus (i) any accrued bonus through the date of termination if before the one year anniversary of the Start Date, or (ii) any earned bonus for the prior year if not yet paid plus any accrued bonus through the date of termination if on or after the one year anniversary of the Start Date, and an additional fifty percent (50%) of vesting on the Options; and (b) upon the 18 month anniversary of the Change in Control, one hundred percent (100%) of vesting on the Options.

In connection with such appointment, Marchex entered into its standard form indemnity agreement for Marchex's Section 16 executive officers and directors with Mr. Miller. There is no family relationship between Mr. Miller and any other executive officer or director of Marchex and there is no arrangement or understanding between Mr. Miler and any other person pursuant to which he was appointed Chief Executive Officer of Marchex. There are no transactions in which Mr. Miller has an interest requiring disclosure under Item 404(a) of Regulation S-K. 

On February 6, 2023, the Company also announced that effective February 3, 2023, Ryan Polley had been appointed President of the Company. Mr. Polley will also continue to serve as the Company's Chief Operating Officer. There is no family relationship between Mr. Polley and any other executive officer or director of Marchex and are no arrangements or understandings between Mr. Polley and any other person pursuant to which Polley was appointed President of Marchex. There are no transactions in which Mr. Polley has an interest requiring disclosure under Item 404(a) of Regulation S-K.

On February 6, 2023, the Company also announced that effective February 3, 2023, Russell C. Horowitz, previously Co-CEO, would continue to serve as Chairman of the Board of Directors. The Company has entered into a consulting agreement with Mr. Horowitz, dated February 3, 2023 (the "Consulting Agreement"), which has a term of one (1) year, provides for a payment of $21,250 per month and automatically renews for additional one-year terms unless either party provides at least ninety (90) days' written notice of nonrenewal, and Mr. Horowitz's duties shall be to assist the Company with long term strategy and strategic matters. The above summary is qualified in its entirety by reference to the Consulting Agreement, a copy of which will be filed as an exhibit to the Company's next applicable periodic report.

On February 6, 2023, Marchex also announced that effective February 3, 2023, Michael Arends, previously Co-CEO, had been appointed to the Company's Board of Directors as Vice Chairman. Mr. Arends will also continue to serve as the Company's principal financial officer for SEC reporting purposes. There is no family relationship between Mr. Arends and any other executive officer or director of Marchex and are no arrangements or understandings between Mr. Arends and any other person pursuant to which Arends was selected as a director of Marchex. There are no transactions in which Mr. Arends has an interest requiring disclosure under Item 404(a) of Regulation S-K.

On February 3, 2023, John Roswech resigned as the Company's Chief Revenue Officer. Mr. Roswech will serve as a consultant to the Company for six months to provide assistance on specified sales initiatives, with compensation of $33,333 per month and a grant of 50,000 shares of restricted stock which shall vest upon satisfactory completion of the consulting term.

Except as provided above, there were no changes in compensation in connection with the foregoing matters.

A copy of the press release dated February 6, 2023 announcing the foregoing appointments is attached as Exhibit 99.1 to this report and incorporated herein by reference. The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.