Dennis Cline
About Dennis Cline
Dennis Cline (age 65) has served as an independent director of Marchex since May 2003. He is a former CEO/executive chair (netForensics), investor/operator (DMC Investments), and tech/security executive (DirectWeb; Network Associates), with a J.D. and B.A. from Rutgers, bringing governance, marketing, sales and broad management expertise. Cline currently serves on the Audit and Compensation Committees and is Chair of the Nominating & Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| netForensics | CEO & Executive Chairman | 2004–2006 | Led security event information management provider |
| DMC Investments | Managing Partner | 2000–(not stated) | Capital and consulting to tech companies |
| DirectWeb | CEO | 1988–2000 | Consumer computer hardware & internet access |
| Network Associates | Senior Executive | (not stated) | Computer security solutions |
| TraceSecurity (private) | Director | 2003–2015 | Cybersecurity; governance oversight |
| Blackstratus (private) | Board of Advisors | 2014–2019 | SIEM products/services advisor |
External Roles
| Type | Organization | Role | Status/Notes |
|---|---|---|---|
| Public company boards | — | — | No current public company directorships disclosed in the latest proxy |
| Private/company boards | TraceSecurity | Director | 2003–2015 (prior) |
| Private/company advisory | Blackstratus | Board of Advisors | 2014–2019 (prior) |
Board Governance
- Independence: The board determined that all directors other than Russell Horowitz and Michael Arends are independent under NASDAQ rules; Cline is independent.
- Committee assignments (2024 activity shown):
- Audit Committee: Member (committee members are all independent and designated “Audit Committee financial experts”). Meetings: 8; Written consents: 3.
- Compensation Committee: Member. Meetings: 4; Written consents: 4.
- Nominating & Governance Committee: Chair. Meetings: 4; Written consents: 1.
- Board activity and attendance: Board held 5 meetings and 5 written consents in 2024; each director attended at least 75% of board/committee meetings on which they served.
- Executive sessions: Independent directors met in executive session 4 times in FY 2023.
Committee Memberships and 2024 Activity
| Committee | Role | Meetings (2024) | Written Consents (2024) |
|---|---|---|---|
| Audit | Member | 8 | 3 |
| Compensation | Member | 4 | 4 |
| Nominating & Governance | Chair | 4 | 1 |
Fixed Compensation
| Year | Cash Retainer | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $30,000 (paid $7,500 per quarter) | Not separately disclosed | Not disclosed | Director cash policy disclosed; equity described below |
| 2023 | $30,000 | Not separately disclosed | Not disclosed | — |
Performance Compensation
- Structure and 2024 grants: Annual director equity delivered as non-employee stock options; in Nov 2024, each director received 50,000 options at $1.80 strike (closing price on Nov 6, 2024) under the 2021 Plan; 50% vests on first and second anniversaries; full vesting on Change in Control (single-trigger).
- 2023 equity mix: 15,000 restricted shares (at $0.01 purchase price) and 20,000 options at $1.45 strike; both vest 50% on first and second anniversaries; CIC full vesting.
Director Equity Awards and Values (Dennis Cline)
| Year | Instrument | Grant Date | Quantity | Strike/Price | Vesting | Change-in-Control Term | Grant Date Fair Value |
|---|---|---|---|---|---|---|---|
| 2024 | Stock Options | Nov 6, 2024 | 50,000 | $1.80 | 50% at 1 and 2 years | Accelerated vesting in full | $54,000 (options) |
| 2023 | Restricted Stock | Sep 28, 2023 | 15,000 | $0.01 purchase | 50% at 1 and 2 years | Accelerated vesting in full | $21,600 (stock) |
| 2023 | Stock Options | Sep 28, 2023 | 20,000 | $1.45 | 50% at 1 and 2 years | Accelerated vesting in full | $17,000 (options) |
Outstanding Director Equity (as of Dec 31, 2024)
| Holder | Stock Awards (#) | Option Awards (#) | Total (#) |
|---|---|---|---|
| Dennis Cline | 7,500 | 165,000 | 172,500 |
Director Compensation (Cash/Equity Mix)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $30,000 | $30,000 |
| Stock Awards ($) | $21,600 | — |
| Option Awards ($) | $17,000 | $54,000 |
| Total ($) | $68,600 | $84,000 |
Interpretation: 2024 shifted entirely to options (no stock awards) with higher equity value, increasing total pay to $84k from $68.6k in 2023. Single-trigger CIC acceleration remains in the director equity terms.
Other Directorships & Interlocks
- Current public company boards: None disclosed.
- Prior boards/advisory: TraceSecurity (Director, 2003–2015); Blackstratus (Board of Advisors, 2014–2019).
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure for Compensation Committee members in 2024.
Expertise & Qualifications
- Education: J.D., Rutgers School of Law; B.A., Rutgers University.
- Designations/skills: Audit Committee financial expert (committee members designated by the company as SEC “financial experts”); governance, marketing, sales, and broad management experience.
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | Voting Power Note |
|---|---|---|---|
| Class B Common | 286,760 | <1% | Class A has 25 votes/share; Class B has 1 vote/share; Cline holds Class B |
- Beneficial ownership computed to include options/RSUs exercisable/vestable within 60 days of Oct 21, 2025.
- Pledging/hedging: Not disclosed in the cited sections.
- Director ownership guidelines: Not disclosed in the cited sections.
Related-Party and Policies
- Related-person transactions policy: Audit Committee pre-approves any Item 404 transactions and ensures third-party terms; no specific related-person transactions involving Cline were identified in the cited sections.
- Clawback: Company adopted an incentive compensation recovery policy (executives) for restatements per SEC/NASDAQ rules (effective Oct 2, 2023).
Governance Assessment
- Strengths:
- Independence and experience: Independent director with deep operating, security, and governance background; designated Audit Committee financial expert; chairs Nominating & Governance.
- Engagement: Board and committee cadence appears active (Board 5 meetings; Audit 8; Comp 4; N&G 4 in 2024); at least 75% attendance by all directors.
- No Compensation Committee interlocks disclosed; supports independence.
- Alignment and incentives:
- Ownership: <1% beneficial ownership; options outstanding (165k) and modest stock awards (7.5k) as of YE 2024 signal some equity alignment, but low voting influence given Class B.
- Pay mix: Increased equity weighting in 2024 via options (no RSUs) and constant cash retainer ($30k), lifting total director pay to $84k.
- Potential concerns and investor watch items:
- Long tenure: Director since 2003 (~22 years), which some investors view as a potential independence risk despite formal independence status.
- Single-trigger CIC acceleration on director equity is less shareholder-friendly than double-trigger and may be flagged by governance-sensitive investors.
- Dual-class structure concentrates voting; Cline’s Class B holdings confer minimal voting power.
No specific related-person transactions or attendance shortfalls are disclosed in the cited sections. Continued monitoring of compensation structure (e.g., use of options vs RSUs), any changes to director retainer/chair premiums, and any updates to ownership guidelines/pledging policies is warranted.