Kenneth Lee
InuvoAbout Kenneth E. Lee
Independent Class III director of Inuvo since March 2022; age 54 (as of the 2025 proxy). Senior Vice President at Ingalls & Snyder with prior roles in asset management and sell-side research; holds a B.A. in History from Wesleyan University and an MBA in Finance and Management from NYU Stern. Determined independent by the Nominating & Corporate Governance Committee; attended at least 75% of Board and committee meetings in 2024, consistent with Board attendance disclosures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingalls & Snyder | Senior Vice President | Joined 2018 | Manages/co-manages customized portfolios for private clients, partnerships, institutions . |
| Bridgehampton Capital Management LLC | Founder | Founded 2006; merged into Tocqueville in 2014 | Built client base later moved to Tocqueville . |
| Tocqueville Asset Management | Portfolio management role post-merger | 2014 | Continued managing client assets . |
| Salomon Brothers Asset Management (SBAM) | Portfolio Manager | Joined 1998 | Managed over $1 billion in convertibles and corporate bonds within multi-strategy hedge fund setting . |
| Brown Brothers Harriman | Sell-side equity research (tech/financials) | Prior to 1998 | Equity research experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CCX Network, Inc. (private telecom identity startup) | Board member | Current | Governance oversight; private company, not disclosed as related party . |
| Non-profit boards | Multiple leadership roles | Not specified | Leadership experience; details not itemized in proxy . |
Board Governance
- Board class and tenure: Class III director; term expires at 2026 annual meeting; director since March 2022 .
- Independence: Affirmatively determined independent by Nominating & Corporate Governance Committee .
- Committees (2025): Audit Committee member (signed Audit Committee report); Chair, Nominating & Corporate Governance Committee; not a member of Compensation Committee .
- Committees (2024): Chair, Nominating & Corporate Governance Committee; not on Audit or Compensation .
- Attendance and engagement: 2024 Board held 4 formal meetings and acted by unanimous written consent 4 times; no director attended less than 75% of Board and relevant committee meetings. Audit Committee held 5 meetings; Nominating took written action once; Compensation took written actions four times .
- Lead independent director: Charles D. Morgan served as Lead Independent Director through 2024; retired February 2025. Post-retirement, Audit Chair Gordon Cameron leads executive sessions of independent directors (not Lee) .
Fixed Compensation
| Year | Annual Retainer (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| 2024 | $30,000 | $12,900 | $42,900 |
| 2023 | $30,000 | $8,100 | $38,100 |
- Director compensation policy: Independent directors receive annual RSU grants of 30,000 RSUs on January 1, vesting on the first anniversary, plus $30,000 annual retainer, payable quarterly .
Performance Compensation
- No performance-based director compensation or cash incentives disclosed; director equity is time-based RSUs per policy (no performance metrics attached to director pay) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| CCX Network, Inc. | Private | Director | No related-party transactions disclosed with Inuvo; independence affirmed . |
| Ingalls & Snyder (employer) | Private | Senior VP | Investment advisory affiliation can present general optics risk if firm trades INUV; no conflicts or related-party dealings disclosed; independence affirmed . |
Expertise & Qualifications
- Financial markets: Managed >$1B in convertibles/corporates at SBAM; portfolio management across strategies .
- Equity research: Sell-side coverage in technology and financials at Brown Brothers Harriman .
- Asset management entrepreneurship: Founded Bridgehampton Capital; organizational leadership and client management .
- Education: BA (Wesleyan); MBA Finance & Management (NYU Stern) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| March 13, 2025 | 515,000 | <1% |
| April 19, 2024 | 485,000 | <1% |
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock except with advance approval by General Counsel; no pledging or hedging by Lee disclosed .
Governance Assessment
- Committee leadership and expertise: Chairing Nominating & Corporate Governance and serving on Audit enhances board effectiveness, leveraging Lee’s market and risk background; Audit Committee sign-off indicates active financial oversight .
- Independence and attendance: Independent status reaffirmed across proxies with robust attendance disclosures, supporting engagement and accountability .
- Alignment and pay structure: Modest cash retainer plus RSUs align director interests with shareholders while avoiding performance-linked pay that can skew oversight; RSU vesting promotes retention and alignment .
- Conflicts/related-party: No related-party transactions disclosed; hedging/pledging restrictions reduce misalignment risk. Employment at an investment advisor warrants ongoing monitoring but independence affirmed and no conflicts reported .
- Board signals: 2025 reverse split proposal reflects listing compliance and liquidity considerations at the board level; not specific to Lee but pertinent to governance context and investor confidence .