Gordon Cameron
InuvoAbout Gordon J. Cameron
Independent Class I Director of Inuvo since 2016; age 60 in the 2025 proxy. Currently Chief Consumer Credit Risk Officer at Fifth Third Bank, with prior senior risk roles at PNC (EVP, 2008–2019), CIBC (Chief Credit Officer, 2005–2008), and FICO (Chief Scientist, 2001–2005). Holds an MBA from Widener University School of Management and a B.S. in Finance from Pennsylvania State University. The Board designates him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Financial Services | EVP, Consumer Risk | 2008–2019 | Led consumer risk; deep credit risk expertise |
| Canadian Imperial Bank of Commerce (CIBC) | Chief Credit Officer, Retail & Small Business Lending | 2005–2008 | Credit leadership across retail/small business |
| Fair Isaac (FICO) | Chief Scientist, Transaction Analytics | 2001–2005 | Advanced analytics; risk modeling |
| IeWild Inc.; HNC Software; Advanta National Bank/Fleet; The Campbell Group LTD; Fidelity Bank N.A. | Executive positions | Not disclosed | Risk/analytics operating roles |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Fifth Third Bank | Chief Consumer Credit Risk Officer | Not disclosed | Current position; banking sector risk leadership |
No other public company directorships disclosed.
Board Governance
- Committee assignments and chair roles (2025): Audit Committee Chair; Compensation Committee Chair; members otherwise independent. After the February 2025 retirement of Lead Independent Director Charles D. Morgan, Audit Chair Gordon Cameron leads executive sessions of independent directors.
- Committee assignments (2024): Audit Committee Chair; Compensation Committee Chair; Nominating chaired by Kenneth E. Lee.
- Independence: Affirmatively determined independent by the Nominating & Corporate Governance Committee.
- Attendance: No director attended less than 75% of Board and applicable committee meetings in 2024; Board held 4 meetings in 2024 and Audit Committee held 5. In 2023, Board held 5 meetings; Audit Committee held 5.
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 4 |
| Audit Committee meetings held | 5 | 5 |
| Cameron attendance | ≥75% | ≥75% |
| Independence status | Independent | Independent |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $30,000 | $30,000 |
| Equity grant (RSUs) fair value | $8,100 | $12,900 |
| Options | — | — |
| Meeting/committee fees | Not disclosed | Not disclosed |
| Total | $38,100 | $42,900 |
- Policy: Independent directors receive 30,000 RSUs on January 1 each year (vest on first anniversary) plus $30,000 annual retainer, payable quarterly.
Performance Compensation
- Director equity appears time-based RSUs; no director-specific performance awards disclosed.
| 2025 Omnibus Incentive Plan – Available Performance Metrics | Examples |
|---|---|
| Corporate/Division metrics | Shareholder return, revenues, gross margins, net income, operating income, sales, free cash flow, EBIT, EBITDA, adjusted EBITDA, EPS, market share, ROI/ROE |
| Trigger mechanics | Double-trigger acceleration upon change in control tied to service termination within 12 months or in anticipation thereof |
Note: Plan metrics apply company-wide; no disclosure that director RSUs are performance-based.
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Assessment |
|---|---|---|---|
| Fifth Third Bank | Financial institution | Chief Consumer Credit Risk Officer | No disclosed transactions or related-party dealings with Inuvo; unrelated industry → low interlock risk |
No other public company boards disclosed; no shared boards with competitors/suppliers/customers noted.
Expertise & Qualifications
- Audit committee financial expert designation; advanced analytics and credit risk credentials; senior financial services risk leadership.
- Education: MBA (Widener University School of Management); B.S. Finance (Penn State).
- Board qualifications emphasize risk oversight, finance, and corporate governance.
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficially owned shares | 325,723 (includes 6,630 spouse) | 555,723 (includes 6,630 spouse) |
| Ownership % of shares outstanding | <1% | <1% |
| Hedging/pledging | Company policy discourages and generally prohibits hedging/pledging without preclearance; applies to directors | |
| Section 16 compliance | No late filings reported for Cameron; company noted some late filings for other officers in 2024 |
No pledged shares disclosed; no breakdown of vested vs unvested director RSUs disclosed.
Governance Assessment
- Strengths: Dual committee chairmanship (Audit, Compensation) signals high engagement and governance influence; designated audit financial expert; independence affirmed; attendance at/above thresholds; now leading executive sessions enhances independent oversight.
- Alignment: Director compensation mix is modest cash ($30k) with annual RSUs (30,000) vesting after one year; meaningful personal share ownership (<1% but increasing from 2024 to 2025) supports alignment without overdependence on cash.
- Conflicts: Company reports no related-party transactions; hedging/pledging restrictions reduce misalignment risks. No other public boards disclosed—limits interlocks.
- Red flags: None disclosed specific to Cameron (no attendance issues, no related-party ties, no pledging). Corporate change-in-control provisions include accelerated vesting under specific conditions; while standard, investors should monitor equity grant sizing and any future performance linkage for directors.
Committee Composition Snapshot (2025)
| Committee | Members | Chair |
|---|---|---|
| Audit | Gordon J. Cameron; Kenneth E. Lee | Gordon J. Cameron |
| Compensation | Gordon J. Cameron; Jonathan Bond | Gordon J. Cameron |
| Nominating & Corporate Governance | Kenneth E. Lee; Rob Buchner | Kenneth E. Lee |
Attendance and Engagement Notes
- Audit Committee met 5 times in both 2023 and 2024; no director below 75% attendance threshold.
- Independent director executive sessions are led by Cameron after Morgan’s 2025 retirement.
Policy Controls
- Hedging/Pledging: Prohibited except with preclearance; designed to prevent misalignment (applies to directors).
- Say-on-Pay frequency: Every three years per 2023 vote; advisory Say-on-Pay scheduled in 2025 proxy.
Overall, Cameron’s risk, audit, and compensation oversight background, coupled with increasing personal share ownership and low cash fees, supports investor confidence in board effectiveness. Continued monitoring of director equity grants, any future performance-conditioned awards, and committee independence remains prudent.