Jonathan Bond
InuvoAbout Jonathan Bond
Jonathan “Jon” Bond (age 67) has served on Inuvo’s Board since March 2022 and is currently standing for re‑election as a Class II director to a term ending at the 2028 annual meeting . He is a veteran advertising executive and entrepreneur, co‑founder and former CEO of Kirshenbaum Bond Senecal & Partners, former CEO of Big Fuel (now part of Publicis), and an early digital media pioneer (iballs) sold to Microsoft; he holds a B.A. from Washington University in St. Louis . Bond’s recent roles include chairmanship at SITO Mobile (2017‑2020), Co‑Chairman at The Shipyard (2017‑2018), and multiple fractional CMO/partner and board positions in marketing and ad‑tech ventures .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Kirshenbaum Bond Senecal & Partners (KBP) | Co‑Founder, CEO | Prior career (founding to exit) | Built global agency franchise |
| Big Fuel (Publicis) | Chief Executive Officer | Prior career | Led one of the largest social media agencies |
| iballs (sold to Microsoft) | Co‑founder | Early 2000s sale | Early online media agency exit to Microsoft |
| Media Kitchen; Varick (under KBP) | Co‑founder | Prior career | Digital media innovation under KBP umbrella |
| Tomorrow LLC | Founder | 2015–Dec 2016 | Innovation consultancy; later acquired by The Shipyard |
| The Shipyard | Co‑Chairman | Jan 2017–Jun 2018 | Data science‑focused advertising agency leadership |
| SITO Mobile, Ltd. | Chairman and Director | Jun 2017–Jun 2020 | Public microcap ad‑tech governance role |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Blue Bear Protection; Lacure; Halo Collar | Fractional CMO/Partner | Current operating/strategic roles |
| Sonobi, Inc. | Director | Current board role (private) |
| Kubient | Director | Disclosed board role; status not specified in proxy |
| White Ops; Compound (Metamorphic Ventures); TZP Group; Victors & Spoils (Havas); Simplifi; Appinions; DataXu; BlackBook; Klout | Investor/board roles | Historical investments/board exposure |
Board Governance
- Committee assignments (2025): Compensation Committee member; not a chair .
- Independence: Board determined Bond is independent under NYSE American standards .
- Attendance: In 2024, the Board held 4 meetings; no director attended less than 75% of Board and assigned committee meetings .
- Years of service: Director since March 2022; standing for re‑election as Class II with term through the 2028 meeting .
- Executive sessions: Following the February 2025 retirement of the Lead Independent Director, the Audit Committee Chair leads executive sessions of independent directors .
- Board structure: Three standing committees (Audit; Nominating & Corporate Governance; Compensation), all independent members .
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | Option Awards ($) | Other/All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 30,000 | 12,900 | — | 10,000 consulting fees | 52,900 |
| 2023 | 30,000 | 8,100 | — | — | 38,100 |
- Director compensation policy: Independent directors receive 30,000 RSUs annually on January 1 (vesting after one year) plus a $30,000 annual cash retainer, payable quarterly .
Performance Compensation
| Equity Vehicle | Indicative Grant Size | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | Policy: 30,000 RSUs per year | Time‑based; vests on 1st anniversary | None (time‑based; no performance metrics disclosed) | No stock options granted to independent directors in 2023–2024 tables |
Other Directorships & Interlocks
| Company | Capacity | Public/Private | Period |
|---|---|---|---|
| SITO Mobile, Ltd. | Chairman, Director | Public microcap (historical) | Jun 2017–Jun 2020 |
| Sonobi, Inc. | Director | Private | Current |
| Kubient | Director | Not specified in proxy | Disclosed role |
No related‑party transactions requiring disclosure were reported for 2024/2025; the company states there were none since Jan 1, 2024 .
Expertise & Qualifications
- Deep marketing/advertising and digital media operating experience (KBP, Big Fuel, Media Kitchen, Varick; iballs sale to Microsoft) .
- Entrepreneurial and investor background across ad‑tech and marketing ecosystems (White Ops, DataXu, others) .
- Board/Nomination rationale cites successful track record in marketing services, investment background, and academic credentials (Washington University, St. Louis) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | As‑of Date |
|---|---|---|---|
| Jonathan Bond | 90,000 | <1% | March 13, 2025 |
- Hedging/Pledging: Company policy prohibits hedging and pledging of company equity by directors and officers except in limited, pre‑cleared circumstances .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy .
- Section 16 compliance: 2024 report notes late filings by certain officers but does not cite Bond, implying no delinquent filings disclosed for him .
Governance Assessment
-
Positives
- Independent director with relevant domain expertise for Inuvo’s advertising/marketing data business; serves on Compensation Committee (influence on incentive design and alignment) .
- Attendance and engagement acceptable at the board level in 2024 (no director <75% attendance) .
- Equity component (annual RSUs) provides ongoing alignment with shareholders; hedging/pledging policy supports alignment .
- No related‑party transactions disclosed; independence affirmed annually .
-
Watch items / potential red flags
- Consulting fees paid to Bond in 2024 ($10,000) alongside director compensation; small in amount but a related cash flow to an independent director merits monitoring for scope and recurrence (ensure it remains de minimis and arm’s‑length) .
- Multiple external operating/board roles may pose time‑commitment and potential conflict considerations; however, no transactions with these entities were disclosed and independence was affirmed .
- Board‑level shareholder‑meeting attendance appears low (only one director attended the 2024 annual meeting), a soft signal on retail investor engagement; not tied to Bond individually but relevant to overall governance tone .
-
Implications
- Bond’s seat on the Compensation Committee positions him to influence pay‑for‑performance alignment, including the 2025 Omnibus Plan’s deployment; investors should monitor equity award practices for rigor and director/executive alignment –.
- Continue to track any future consulting arrangements with directors for magnitude and purpose, and any new outside roles that could create interlocks with customers/suppliers; currently none disclosed as related‑party .