Richard Howe
InuvoAbout Richard Howe
Richard K. Howe, 62, is Executive Chairman and Chief Executive Officer of Inuvo, Inc., serving as Executive Chairman since March 2012 and CEO since December 2012; he previously served as President and CEO from November 2008 to March 2012 . He holds a bachelor’s degree with distinction in engineering from Concordia University and a master’s in engineering from McGill University . Under his leadership in 2024, Inuvo delivered 13.4% revenue growth to $83.8M, improved net loss by ~45%, and posted positive Q4 net income, while the Pay-versus-Performance disclosure shows volatile shareholder returns (TSR value of $51.16 for a hypothetical $100 investment in 2024) against a 2024 net loss of $5.76M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Inuvo, Inc. | Executive Chairman; Chief Executive Officer | Exec Chair 2012–present; CEO 2012–present | Led transition to AI-driven advertising; multiple years of M&A experience cited in bio . |
| Inuvo, Inc. | President & CEO | 2008–2012 | Turnaround/leadership during initial tenure . |
| Acxiom Corporation (Nasdaq: ACXM) | Chief Marketing, Strategy and M&A Officer | ~2004–2008 | Led transition to online marketing, expansion into China, and big data consulting initiatives . |
| Fair Isaac & Company (NYSE: FICO) | GM, Global Marketing Services | 2001–2004 | Drove company’s online initiatives . |
| ieWild (private) | Co-founder; Chairman & CEO | 1999–2001 | Started, grew, and sold an internet search innovator . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Business for Diplomatic Action (non-profit) | Board member | Not disclosed | Governance/advocacy experience complementing corporate leadership . |
Board Governance (dual role, committees, independence)
- Howe is Executive Chairman and CEO; following the retirement of the prior Lead Independent Director in Feb 2025, the Audit Committee Chair (Gordon Cameron) now leads executive sessions of independent directors, with a board structure the company believes balances oversight and management focus .
- Committee membership is fully independent: Audit (Cameron Chair, Lee), Compensation (Cameron Chair, Bond), Nominating & Governance (Lee Chair, Buchner); Howe is not listed as a member of any board committee, consistent with independence norms .
- Board met four times in 2024; no director attended less than 75% of applicable meetings .
Governance implication: CEO + Executive Chairman concentration raises typical independence concerns; mitigation includes independent committee structure and executive sessions led by an independent director, though the formal Lead Independent Director role was vacated in 2025 .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Cash Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 425,000 | Not disclosed | — | CEO base minimum per employment agreement is $425,000; no discretionary cash bonus in 2024 . |
| 2023 | 425,000 | Not disclosed | 312,813 | 2023 discretionary bonus accrued in cash but paid in equivalent value of RSUs in 2024 . |
Performance Compensation
- Equity awards (RSUs) are the primary performance-aligned vehicle; option awards were not outstanding as of year-end 2024 (all equity awards were RSUs) .
- The 2025 Omnibus Plan enables time- and performance-based awards, with permissible metrics including revenue, EBIT/EBITDA, EPS, TSR, ROE/ROIC, market share and others; actual 2024 CEO award metrics/weightings were not disclosed .
| Year | RSU/Stock Awards Grant-Date Fair Value ($) | Option Awards ($) | Performance Metrics | Weighting | Payout/Status |
|---|---|---|---|---|---|
| 2024 | 540,250 | — | Not disclosed | N/A | Time-based RSUs outstanding; specific performance goals not disclosed . |
| 2023 | 330,000 | — | Not disclosed | N/A | Time-based RSUs; 2023 bonus delivered as RSUs in 2024 . |
Vesting detail (CEO outstanding RSUs at 12/31/2024 and forward schedule):
- Unvested RSUs: 3,406,376 units (market value $2,201,882 at 12/31/2024) .
- 2025 vesting milestones: 75,000 on Apr 15, 2025; 521,355 on Jul 31, 2025; 460,020 on Dec 11, 2025; plus already vested 366,667 on Feb 3, 2025; 416,666 on Mar 1, 2025; 366,667 on Apr 1, 2025 .
- 2026–2027 vesting: 416,667 on Mar 1, 2026; 366,667 on Apr 1, 2026; 416,667 on Mar 1, 2027 .
| Vest Date | Shares (RSUs) |
|---|---|
| Feb 3, 2025 | 366,667 |
| Mar 1, 2025 | 416,666 |
| Apr 1, 2025 | 366,667 |
| Apr 15, 2025 | 75,000 |
| Jul 31, 2025 | 521,355 |
| Dec 11, 2025 | 460,020 |
| Mar 1, 2026 | 416,667 |
| Apr 1, 2026 | 366,667 |
| Mar 1, 2027 | 416,667 |
Note on sell-to-cover pressure: In 2024, the company used share withholding to cover taxes upon RSU vesting for certain participants, producing $353k net cash used in financing—indicating potential ongoing share withholding or secondary selling around vest dates .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,150,617 shares (3.0% of class) . |
| Shares outstanding reference | 143,613,033 as of Mar 25, 2025 (record date for the 2025 annual meeting) . |
| Unvested RSUs (12/31/2024) | 3,406,376 units; market value $2,201,882 . |
| Options | None outstanding company-wide; unvested awards are RSUs with no exercise price . |
| Hedging/Pledging | Hedging and pledging prohibited except in limited pre-cleared circumstances; applies to directors and executive officers . |
| Ownership guidelines | Not disclosed. |
Alignment assessment: Significant unvested RSUs and 3.0% beneficial stake signal high equity alignment; preclearance limits reduce hedging/pledging risk .
Employment Terms
| Term | Key economics/terms |
|---|---|
| Agreement structure | One-year term with auto-renewal; minimum base $425,000; Board may adjust . |
| Severance (without cause or for good reason) | Earned but unpaid salary; for Howe, pro-rated bonus for year of termination; 12 months of salary plus a “termination bonus” equal to target bonus (if established) adjusted to performance as of month-end before termination (or, upon change of control, the greater of pre-termination formula or the bonus paid in prior four quarters) . |
| Benefits continuation | Health, life, disability as if still employed for 12 months (for Howe and CFO) . |
| Equity acceleration | For Howe, immediate full vesting and exercisability upon termination without cause, good reason, or following a change of control (single-trigger upon CoC per employment agreement) . |
| Plan-level CIC terms (2025 Plan) | Generally double-trigger: unvested awards fully exercisable if termination without cause within 12 months post-CoC or related pre-CoC termination; Committee discretion applies; no repricing without shareholder approval . |
| Non-compete / non-solicit | Not disclosed. |
| Clawback; tax gross-ups | Not disclosed. |
| Perquisites | Company pays ~95% of health premiums; up to $1,000,000 basic life and AD&D for CEO; 401(k) match up to 4% fully vested when made . |
Implication: Employment agreement affords single-trigger equity acceleration on change-of-control for Howe, which is more generous than the plan’s general double-trigger design—potentially enlarging deal-related payouts and altering incentives around strategic transactions .
Performance & Track Record
| Year | Net Revenue ($) | Net Income (Loss) ($) | TSR – $100 initial investment (value at year end) |
|---|---|---|---|
| 2024 | 83,793,859 | (5,761,801) | 51.16 |
| 2023 | 73,911,528 | (10,389,653) | 94.10 |
| 2022 | — | (13,107,000) | 48.90 |
| Sources: financials and pay-versus-performance table . |
Additional 2024 highlights under Howe’s leadership: record quarterly revenue of $26.2M and Q4 net income of $141k; signed 33 new Agencies/Brands; secured a $10M receivables-based credit line; launched an AI audience modeling platform; however, revenue concentration increased with the largest customer at 75% of revenues in 2024 (vs. 60.4% in 2023), indicating execution risk tied to a single platform partner .
Director Service and Compensation (as Director)
- Board tenure: Director since November 2008; Executive Chairman since 2012 .
- Committee roles: None listed for Howe (committees are independent) .
- Meeting attendance: No director <75% attendance in 2024 .
- Director pay: Independent directors receive a $30,000 annual retainer plus 30,000 RSUs; executive directors (such as Howe) are not in the independent director compensation table .
Say-on-Pay & Shareholder Feedback
- Frequency: Every three years; shareholders selected triennial frequency at the 2023 annual meeting .
- Next vote: Advisory say-on-pay at 2025 annual meeting; prior say-on-pay approval occurred in 2022 .
Related Party Transactions and Compliance
- Related party transactions: None since Jan 1, 2024 .
- Section 16(a): One late filing by Howe in 2024 (company notes several late filings across insiders) .
Compensation Structure Analysis
- Mix shift: 2024 compensation relied on salary and RSUs with no cash bonus; 2023 bonus was delivered as RSUs in 2024, increasing equity mix and deferring cash .
- Equity vehicle: Company is relying on RSUs; no options outstanding; plan prohibits repricing without shareholder approval .
- Consultant usage: Compensation Committee did not retain an independent consultant in 2024 .
- Performance linkage: The 2025 Plan permits strong metric design, but the proxy does not disclose CEO-specific 2024 performance goals/weightings; pay-versus-performance shows CEO Compensation Actually Paid rose in 2024 alongside negative TSR and net loss, reflecting mark-to-market effects of equity rather than formulaic goal attainment .
Investment Implications
- Alignment vs. dilution: Howe’s 3.0% beneficial stake and substantial unvested RSUs align incentives; upcoming vesting waves through 2027 and the company’s use of share withholding for taxes may create periodic supply overhang near vest dates .
- Retention and CoC economics: One-times salary cash severance plus target/termination bonus construct, 12 months of benefits, and single-trigger equity acceleration on CoC create robust retention but also generous change-in-control payouts vs. plan default (double-trigger), which investors may weigh in deal scenarios .
- Governance risk: Combined CEO/Chair structure persists; independent committees and executive sessions mitigate, but loss of a formal Lead Independent Director may concern some governance-focused holders .
- Execution and concentration: Strong 2024 operating momentum (record Q4 revenue, improved cash from operations) is offset by heightened reliance on one customer (75% of revenue), increasing execution risk tied to that relationship during Howe’s tenure .