Wallace Ruiz
InuvoAbout Wallace Ruiz
Wallace D. Ruiz, 73, has served as Inuvo’s Chief Financial Officer since June 2010; he holds a B.S. in Computer Science from St. John’s University, an MBA in Accounting and Finance from Columbia University, and is a CPA. Prior roles include CFO at SRI Surgical Express (2005–Apr 2009) and Novadigm (1995–2004); he has served on Recruiter.com’s board since March 2018 . Recent pay-versus-performance shows cumulative TSR on a $100 investment of $48.9 (2022), $94.1 (2023), and $51.16 (2024), alongside net losses of $(13.107)mm, $(10.390)mm, and $(5.762)mm respectively, indicating improved net income but negative TSR in 2024 . In 2024, Inuvo disclosed no discretionary executive bonuses; the compensation mix is principally salary plus RSUs, aligning executives with equity outcomes while limiting cash variable pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SRI Surgical Express (Nasdaq: STRC) | CFO & Treasurer | 2005–Apr 2009 | Provider of outsourced sterilization; acquired by Synergy Health plc |
| Novadigm (Nasdaq: NVDM) | CFO | 1995–2004 | Enterprise infrastructure software; acquired by Hewlett-Packard |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Recruiter.com Group (Nasdaq: RCRT) | Director | Since Mar 2018 | Public SMB/HR tech exposure; external governance experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $275,000 | $292,708 |
| Cash/Discretionary Bonus ($) | $95,878 (accrued in 2023, paid as RSUs in 2024) | — (no discretionary bonus in 2024) |
| All Other Compensation ($) | $20,234 | $22,204 |
| Employment Agreement Minimum Base ($) | $300,000 | $300,000 |
Notes:
- No target bonus % disclosed; 2024 had no discretionary bonus awards for executive officers .
- Life insurance coverage up to $1,000,000 for CFO; company pays ~95% of health insurance premium; 401(k) match up to 4% (fully vested when made) .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Stock Awards ($, grant-date fair value) | $67,500 | $123,720 |
| Option Awards | None outstanding; company primarily uses RSUs |
- 2024 Compensation Philosophy emphasizes alignment with stock performance via equity awards and financial performance recognition; bonuses are discretionary and were not awarded for 2024 .
- The 2017 Equity Compensation Plan enabled RSUs; 2025 Omnibus Plan expands instruments and permits performance-based cash/stock awards tied to metrics such as TSR, revenues, gross margin, EBIT/EBITDA, EPS, etc.; specific annual metric weightings for NEO awards were not disclosed for 2024 grants .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares Outstanding (Mar 13, 2025) | 143,613,033 |
| Wallace D. Ruiz Beneficial Ownership (shares) | 912,139 |
| Ownership as % of Shares Outstanding | <1% (approx. 0.6%) |
| Unvested RSUs at 12/31/2024 (units; market value) | 825,793 units; $533,792 |
| Options Held | None (company RSU-based; no outstanding options reported) |
Vesting schedule (unvested RSUs as disclosed; near-term supply signals):
- 75,000 vested Feb 3, 2025; 150,000 vested Mar 1, 2025; 75,000 vested Apr 1, 2025 .
- 159,796 vest Jul 31, 2025; 140,997 vest Dec 11, 2025 .
- 100,000 vest Mar 1, 2026; 75,000 vest Apr 1, 2026; 100,000 vest Mar 1, 2027 .
Policies and governance signals:
- Hedging/pledging in company securities is prohibited unless precleared; pledging only with demonstrable capacity to repay without resort to pledged securities .
- One late Section 16 filing by Mr. Ruiz in 2024 (minor compliance flag) .
Employment Terms
| Term | Details |
|---|---|
| Agreement Term | Initial 1-year; auto-renews annually unless terminated |
| Base Salary (minimum per agreement) | $300,000 (Board may adjust) |
| Severance (termination without cause or for good reason) | Earned but unpaid salary; pro-rated year bonus (for Howe/Ruiz); plus 12 months’ pay equal to 1× base salary and a termination bonus equal to bonus paid in prior four fiscal quarters (or target bonus construct for CEO); 12 months of benefits for Howe/Ruiz; unvested equity immediately fully vests |
| Death/Disability | Earned salary; vested incentive comp; plus over 12 months: 20% of base salary per year of service, capped at 100% of base salary |
| Change-in-Control Equity | Double-trigger acceleration under Plan: unvested awards fully vest if service terminated within 12 months post-CIC (not for cause), or if termination occurred prior in anticipation of CIC and demonstrable linkage; committee discretion on treatment of performance periods |
Pay-Versus-Performance (Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – $100 Initial Investment (Value) | $48.9 | $94.1 | $51.16 |
| Net Income ($USD Thousands) | $(13,107) | $(10,390) | $(5,762) |
| Avg Compensation Actually Paid – Non-CEO NEOs ($) | $325,131 | $791,588 | $1,038,429 |
Notes:
- CAP reflects fair value adjustments to equity; 2024 saw higher CAP for non-CEO NEOs despite negative TSR, driven by RSU valuation mechanics rather than cash bonuses (none awarded) .
Compensation Structure Analysis
- Year-over-year mix: 2024 compensation for Ruiz was base salary plus RSUs, with no cash bonus—reducing near-term cash incentives and increasing equity dependence .
- Shift to RSUs: Company has no outstanding options; equity primarily via RSUs with time-based vesting, a lower-risk instrument for executives vs options .
- Change-in-control terms: Double-trigger acceleration promotes retention through transaction close while protecting executives if terminated .
- Clawbacks/gross-ups: No clawback or tax gross-up disclosures noted; skip [—].
Related Party Transactions and Risk Indicators
- Related party transactions: None reported since Jan 1, 2024 .
- Hedging/pledging: Generally prohibited without preclearance; reduces misalignment risk .
- Section 16 compliance: One late filing by Ruiz (minor governance red flag) .
Equity Incentive Plan Landscape
- 2017 Plan remaining issuable shares ~983,198; proposed 2025 Omnibus Plan reserves up to 10,983,198 shares, with standard anti-repricing, split adjustments, and performance goal capabilities (cash/stock awards) .
- Reverse Stock Split proposal contemplated 1:5 to 1:10 ratios; RSUs and reserves adjust proportionally; aim to maintain NYSE American listing and increase share price/liquidity—board notes risks and potential anti-takeover effect via increased authorized but unissued shares .
Investment Implications
- Insider supply: A defined RSU vesting calendar through 2027 creates episodic supply; multiple tranches vest in 2025 (Feb/Mar/Apr already vested; additional Jul 31 and Dec 11), which may increase selling pressure near vest dates if sales occur to cover taxes/liquidity .
- Pay-for-performance: Absence of 2024 cash bonuses suggests discipline; however, CAP for NEOs rose with equity valuation even as TSR declined, highlighting RSU accounting vs market returns—investors should monitor future inclusion of explicit performance metrics in awards under the 2025 Plan .
- Alignment and retention: Double-trigger CIC protection and immediate equity vesting upon qualifying termination provide retention but increase event-driven payout risk; ownership is <1%, moderating skin-in-the-game; hedging/pledging limits improve alignment .
- Governance watch items: One late Section 16 filing and reliance on RSUs (no options) are mild flags; no related-party transactions disclosed, and no cash severance for CIC absent termination per agreements, which is shareholder-favorable .