Marchex, Inc. (NASDAQ:MCHX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.
On March 3, 2020, Marchex, Inc. (“Marchex” or the “Company”) announced that Ryan Polley (“Polley”) joined Marchex as its Chief Product and Strategy Officer effective March 2, 2020 (the “Grant Date”). Mr. Polley, age 48, is the former Chief Product Officer for Kargo Global, Inc. (“Kargo”), a position he held since 2017. Prior to Kargo, Polley was the Senior V.P. of Product Management & Strategy at the Rubicon Project.
Mr. Polley’s annual base salary will be $290,000 with an annual bonus opportunity of up to $160,000, based upon the attainment of mutually agreed to performance measures.
As an inducement to join Marchex, Mr. Polley will receive 125,000 stock options (the “Options”) and 125,000 shares of restricted stock (the “Restricted Stock”) (together with the Options, the “Equity Awards”) effective on the Grant Date and issued to Marchex’s 2012 Stock Incentive Plan (the “Plan”). The 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. The exercise price of the Options is the closing price of the stock on the Grant Date. The Restricted Stock will vest over four years, with 25% of the total shares vesting on the first, second, third and fourth annual anniversaries of the Grant Date. Continuous vesting of the Equity Awards is subject to Polley remaining a continuous full-time active employee through the applicable vesting date.
One hundred percent (50%) of the Equity Awards will become vested and nonforfeitable upon the occurrence of a Change in Control (as such term is defined in the Plan).
In the event that Polley is terminated by the Company without Cause, Polley will receive a one time lump sum payment in an amount equal to three (3) months of Polley’s base salary as severance.
Item 9.01 Financial Statements and Exhibits.
MARCHEX INC Exhibit
EX-99.1 2 mchx-ex991_22.htm EX-99.1 mchx-ex991_22.htm Exhibit 99.1 Marchex Announces New Chief Product and Strategy Officer SEATTLE—(BUSINESSWIRE)— March 3,…
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About Marchex, Inc. (NASDAQ:MCHX)
Marchex, Inc. is an advertising analytics company. The Company offers products and services for enterprises that depend on consumer phone calls to drive sales. The Company’s media analytics products connect call data to media channels, including search and display – down to the campaign, keyword and impression. Its sales analytics products deliver actionable intelligence on the offline consumer journey to help prospects become customers. The Company’s product offerings include Marchex Call Analytics, Marchex Call Analytics for Search, Marchex Display Analytics, Marchex Call Marketplace and Local Leads. Marchex Call Analytics is an analytics platform for enterprises that depend on inbound phone calls to drive sales, appointments and reservations. Marchex Call Analytics for Search is a product for search marketers that drive phone calls from search campaigns. Marchex Display Analytics is a product for marketers that buy digital display advertising.
