Brian Nagle
About Brian Nagle
Brian Nagle, age 40, became Chief Financial Officer of Marchex on September 15, 2025 after serving as Corporate Controller since August 2024; he is a licensed CPA, with degrees in Accounting and Corporate Finance from Salisbury University, and prior roles at Seekr Technologies, Emergent BioSolutions, and KPMG LLP . Company TSR since 12/31/2021 was $70.56 as of FY 2024, reflecting a challenged equity backdrop entering his tenure . Company revenues have trended down over FY 2022–2024 and EBITDA remained negative.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $52,170,000 | $49,910,000 | $48,122,000 |
| EBITDA ($USD) | $(4,042,000)* | $(5,758,000)* | $(1,801,000)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seekr Technologies | VP, Financial Reporting | 2022–2024 | Led external reporting for an AI tech company, building public-company discipline |
| Emergent BioSolutions | Director, SEC Reporting & Technical Accounting | 2021–2022 | Directed SEC filings and complex accounting in a regulated biopharma environment |
| Emergent BioSolutions | Senior Manager, SEC Reporting & Technical Accounting | 2019–2021 | Advanced technical policy and reporting process improvements |
| KPMG LLP | Audit (most recently Senior Manager) | 2008–2019 | Managed audits of technology and corporate issuers; foundation in PCAOB standards |
External Roles
No current public company directorships or committee roles disclosed for Nagle .
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $275,000 | 10/16/2025 | Approved by Compensation Committee |
| Target Bonus % | Not disclosed | — | Company references prior-year bonus for severance calculations; no target % provided |
| Actual Bonus Paid | Not disclosed | — | No changes in compensation at appointment on 9/16/2025 |
Performance Compensation
| Instrument | Grant Date | Quantity | Strike/Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|---|---|
| Stock Options | 10/16/2025 | 125,000 | Exercise price = closing price on grant date | 25% at first anniversary; remainder vests quarterly over next 3 years | None disclosed | Incentive stock option to the extent permitted; otherwise nonqualified |
| RSUs | 10/16/2025 | 125,000 | 1 RSU = 1 share | 100% vests on 4th anniversary | None disclosed | Time-based, four-year cliff |
Vesting schedule specifics:
- Options: 31,250 options vest on 10/16/2026 (first anniversary); remaining options vest in equal quarterly installments thereafter through 10/16/2029 .
- RSUs: 125,000 RSUs vest in full on 10/16/2029 .
Equity Ownership & Alignment
| Ownership Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total Beneficial Ownership (Class B) | 6,250 shares | 10/21/2025 | Entirely from options currently exercisable or exercisable within 60 days; <1% of outstanding |
| Unvested Options | 125,000 | 10/16/2025 | Time-based vesting; quarterly after first anniversary |
| Unvested RSUs | 125,000 | 10/16/2025 | Four-year cliff vesting |
| Shares Pledged as Collateral | None disclosed for Nagle | 2025 proxy | Company policy prohibits or discourages hedging/pledging; pledges noted for other executives, but not Nagle |
| Stock Ownership Guidelines | Not disclosed | — | No guideline disclosure for Nagle in proxy |
Employment Terms
- Appointment: CFO effective 9/15/2025; no compensation changes at appointment .
- Severance and Change-in-Control:
- If terminated without Cause or for Good Reason following a Change in Control: lump sum equal to 12 months base salary plus any earned prior-year bonus (capped at 100% of salary), and 12 months COBRA; maximum cash payout up to 2x salary (salary + prior-year bonus at 100%) .
- Death or disability: 18 months COBRA .
- Equity acceleration: 100% of all unvested time-based and performance options, restricted stock, and RSUs immediately vest upon (i) a Change in Control, or (ii) termination without Cause, or (iii) death/disability prior to a Change in Control (single-trigger on CIC; also acceleration in other scenarios) .
- Clawback: Company adopted a clawback policy for recovery of certain executive compensation received on or after October 2, 2023, aligned with SEC and NASDAQ rules .
- Hedging/Pledging Policy: Insider trading policy designed to prohibit or discourage transactions that hedge ownership risk or involve pledging company equity .
Investment Implications
- Alignment and pay-for-performance: Nagle’s 2025 awards are predominantly time-based (options and RSUs) with no disclosed performance metrics; single-trigger acceleration on CIC is shareholder-unfriendly and weakens retention-driven alignment if a transaction occurs .
- Retention risk and selling pressure: A large 4-year RSU cliff (125,000 units) on 10/16/2029 and option tranche on 10/16/2026 create calendar-linked liquidity events; monitor Form 4 filings around the first anniversary and RSU vest date for potential selling pressure .
- Skin-in-the-game: Current beneficial ownership is de minimis (<1%); watch accumulation toward ownership guidelines (none disclosed) and any future pledging disclosures (policy discourages, none disclosed for Nagle) .
- Governance backdrop: Strong say-on-pay support (~95% in 2023) and an active Compensation Committee; however, CIC single-trigger equity acceleration merits scrutiny in a sale scenario .