Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.
Board of Director Changes.
On April 9, 2019 (the “
Effective Date
”), Anne Devereux-Mills who has served as Chairman of the Board of Directors (the “
Board
”) of Marchex, Inc. (“
Marchex
” or the “
Company
”) since October 2016 and as a Director since 2006, elected to retire from the Board. Ms. Devereux-Mills’ decision to retire was not a result of any disagreement with the Company.
On the Effective Date, Russell Horowitz, Executive Director and member of the Office of the CEO, was appointed Executive Chairman of the Board.
On the Effective Date, (i) Donald Cogsville was appointed to the Board and to the Audit, Compensation, and Nominating & Governance Committees thereof; and (ii) Mr. Cogsville will succeed Dennis Cline as Chairman of the Compensation Committee.
Mr. Cogsville, 53, is the Chief Executive Officer of The Cogsville Group, 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, he joined the Leveraged Finance Group at Merrill Lynch as an investment banker.
In connection with Mr. Cogsville’s appointment to the Board on April 9, 2019 (the “
Grant Date
”), Marchex’s Compensation Committee awarded Mr. Cogsville the following equity as compensation for Board service under Marchex’s 2012 Stock Incentive Plan: (i) 15,000 restricted shares of Class B common stock at a purchase price of $.01 per share; and (ii) 15,000 options at an exercise price of $4.84 per share, the exercise price being the closing price of Marchex’s stock price on the Grant Date. Fifty percent (50%) of such shares of restricted stock and options shall vest on the first and second annual anniversary of the Grant Date, respectively (in each case assuming continued Board service on the applicable vesting date), and with vesting in full upon a Change in Control (as defined in Mr. Cogsville’s restricted stock and option agreement. Mr. Cogsville will also receive cash compensation as established by the Company from time to time for non-employee directors (currently $6,250 per quarter) prorated from the Effective Date.
In connection with such appointments, Marchex entered into its standard form indemnity agreement for Marchex’s Section 16 executive officers and directors with Mr. Cogsville.
There are no arrangements or understandings between Mr. Cogsville and any other person pursuant to which Mr. Cogsville was selected as a director of Marchex. There are no transactions in which Mr. Cogsville has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Ms. Devereux-Mills’ retirement, Marchex’s Compensation Committee, in recognition of her 13 years of service, determined on the Effective Date to accelerate vesting in full of all Marchex equity (including any and all options, shares of restricted stock and/or restricted stock units) held by Ms. Devereux-Mills as of the Effective Date.
Except as provided above, there were no compensation changes in connection with the foregoing Board changes.
A copy of the press release dated April 10, 2019 announcing the foregoing Board changes is attached as Exhibit 99.1 to this report and incorporated herein by reference.