Marchex Board Shakeup: Two Directors Depart, Two New Ones Appointed

TL;DR

Marchex board sees turnover: Binger & Jones out, Johnson & Ledecky in.

AI Summary

On October 16, 2025, Marchex, Inc. announced the departure of two directors, Michael E. Binger and Christopher L. Jones. The company also elected two new directors, David G. Johnson and Jonathan S. Ledecky, to its board. These changes are effective immediately.

Why It Matters

Changes in a company's board of directors can signal shifts in strategy or governance, potentially impacting investor confidence and future business decisions.

Risk Assessment

Risk Level: medium — Board changes can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

• Marchex, Inc. (company) — Registrant
• Michael E. Binger (person) — Departing Director
• Christopher L. Jones (person) — Departing Director
• David G. Johnson (person) — Newly Elected Director
• Jonathan S. Ledecky (person) — Newly Elected Director
• October 16, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $400,000 — pproved updated annual base salaries of $400,000 for Troy Hartless, Marchex's President
• $375,000 — 's President and Chief Revenue Officer; $375,000 for Francis Feeney, Marchex's Chief Ope
• $275,000 — ng Officer and Chief Legal Officer; and $275,000 for Brian Nagle, Marchex's Chief Financ

Filing Documents

• mchx-20251016.htm (8-K) — 49KB
• 0001193125-25-242523.txt ( ) — 161KB
• mchx-20251016.xsd (EX-101.SCH) — 30KB
• mchx-20251016_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers. On October 16, 2025 (the "Grant Date"), the Compensation Committee of the Board of Directors of Marchex, Inc. (the "Compensation Committee"), pursuant to its review of compensation for executive officers of the Corporation, approved updated annual base salaries of $400,000 for Troy Hartless, Marchex's President and Chief Revenue Officer; $375,000 for Francis Feeney, Marchex's Chief Operating Officer and Chief Legal Officer; and $275,000 for Brian Nagle, Marchex's Chief Financial Officer. In addition, the Compensation Committee approved stock option grants under the Corporation's 2021 Stock Incentive Plan (the "Plan") of 150,000 options to each of Hartless and Feeney, and 125,000 options to Nagle. Such options will vest over four years, with 25% of the total option shares vesting on the first anniversary of the Grant 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. All such options shall have an exercise price being the closing price of the Corporation's Class B common stock on the Grant Date, and shall be an incentive stock option to the extent permitted by the IRS Code and otherwise a nonqualified stock option. In addition, the Compensation Committee also approved restricted stock units ("RSUs") grants under the Plan of 150,000 RSUs to each of Hartless and Feeney, and 125,000 RSUs to Nagle. Each RSU represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, and such RSUs will vest in full on the fourth annual anniversary of the Grant Date. On the Grant Date, the Company also updated the follow