Donald Cogsville
About Donald Cogsville
Donald Cogsville (age 60) has served as an independent director of Marchex, Inc. since April 2019. He is CEO of The Cogsville Group, a New York-based private equity real estate investment firm he founded in 2007, and previously worked as an attorney in Skadden’s Structured Finance Group and as an investment banker in Merrill Lynch’s Leveraged Finance Group. He holds a J.D. from Rutgers School of Law and a B.A. from the University of North Carolina at Chapel Hill .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cogsville Group, LLC | Chief Executive Officer | Founded 2007 – present (as disclosed) | Private equity real estate investing; operational, finance, transactional expertise brought to MCHX board |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney, Structured Finance Group | Not disclosed | Structured finance legal expertise |
| Merrill Lynch | Investment Banker, Leveraged Finance Group | Not disclosed | Debt/markets and transactional background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of North Carolina | Board of Visitors | Not disclosed | Higher education advisory body |
| New York Urban League | Board | Not disclosed | Non-profit civic organization |
| Jazz at Lincoln Center | Board | Not disclosed | Cultural institution governance |
| The Amsterdam News | Editorial Board | Not disclosed | Media advisory role |
| Citizen Change | Founder | Not disclosed | Non-partisan voter registration initiative |
Board Governance
- Independence: Board determined that Mr. Cogsville is independent under NASDAQ standards (all directors other than the Chairman, Russell Horowitz, and Vice Chairman, Michael Arends, are independent) .
- Committee assignments (2024 activity levels shown):
- Audit Committee: Member; the committee met 8 times in 2024 and acted by written consent 3 times; all members (including Cogsville) are designated “Audit Committee financial experts” under SEC rules .
- Compensation Committee: Chair; the committee met 4 times and acted by written consent 4 times .
- Nominating & Governance Committee: Member; the committee met 4 times and acted by written consent 1 time .
- Attendance: Each director attended at least 75% of board and committee meetings on which they served during 2024; the board held 5 meetings and took 5 written consents .
- Executive sessions: Independent directors met in executive session 4 times during 2024 .
| Committee | Role (Cogsville) | 2024 Meetings | 2024 Written Consents |
|---|---|---|---|
| Audit | Member (Financial Expert) | 8 | 3 |
| Compensation | Chair | 4 | 4 |
| Nominating & Governance | Member | 4 | 1 |
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Cash fees (quarterly $7,500; $30,000 total) | $30,000 |
| 2024 | Meeting fees | Not disclosed (none itemized) |
| 2024 | Committee chair/member fees | Not disclosed (none itemized) |
Notes:
- Policy: Following the 2024 annual meeting, each independent director received $7,500 per quarter in cash for annual board service .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value | Strike Price | Vesting | Change in Control |
|---|---|---|---|---|---|---|
| Nov 6, 2024 | Stock Options | 50,000 | $54,000 (value of 2024 option awards) | $1.80 | 50% on 1st anniversary; 50% on 2nd anniversary, subject to continued service | Vests in full upon Change in Control |
Performance metric design for director equity:
| Aspect | Disclosure |
|---|---|
| Performance conditions | None disclosed for director annual equity; vesting is time-based (50%/50% over two years) |
| Pay risk features | Single-trigger full acceleration on Change in Control for director options (potential governance concern) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | No other public company directorships disclosed for Mr. Cogsville in the proxy |
| Prior public company boards | Not disclosed |
| Compensation committee interlocks | None; no member of the Compensation Committee was an officer/employee, and no interlocks requiring disclosure occurred in 2024 |
Expertise & Qualifications
- Capital markets and transactions: Structured finance legal practice (Skadden) and leveraged finance investment banking (Merrill Lynch) .
- Operating/PE real estate leadership: CEO of The Cogsville Group since 2007 .
- Audit acumen: Audit Committee member designated as an “Audit Committee financial expert” under SEC rules .
- Education: J.D., Rutgers School of Law; B.A., University of North Carolina at Chapel Hill .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Oct 21, 2025) | 230,623 Class B shares beneficially owned; represents “*” less than 1% of Class B and total voting power (Class A has 25 votes/share; Class B has 1 vote/share) |
| Options counted in beneficial ownership | Includes 140,000 options currently exercisable or exercisable within 60 days of Oct 21, 2025 |
| Outstanding director equity (Dec 31, 2024) | Stock awards: 7,500; Option awards: 165,000 |
| Shares pledged as collateral | No pledging disclosed for Mr. Cogsville; company policies prohibit or discourage hedging and pledging of company equity |
Governance Assessment
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Strengths
- Independent director with deep transactional, finance, and operating experience; chairs the Compensation Committee and serves on Audit and Nominating & Governance, enhancing oversight breadth .
- Audit Committee “financial expert” designation supports financial reporting oversight; Audit Committee reviewed auditor independence and recommended inclusion of audited financials in Form 10-K .
- Engagement: ≥75% attendance across board/committees; independent directors held four executive sessions in 2024 .
- Pay mix for directors uses equity plus modest cash retainer, aligning interests; 2024 director package for Cogsville: $30,000 cash and option grant fair value of $54,000 .
- No compensation committee interlocks or related-party transactions requiring disclosure; Audit Committee oversees any related-person transactions under a formal policy .
-
Watch items
- Director equity awards include single-trigger full vesting upon Change in Control, which some investors view as a governance negative for director independence/alignment in sale scenarios. RED FLAG: single-trigger CIC acceleration on director options .
- Broader control environment: dual-class structure concentrates voting power (e.g., Chairman Russell Horowitz controls 75.7% voting power), which can limit minority shareholder influence over board composition and governance. Contextual Risk Indicator (structure-level) .
-
Say-on-Pay signal (context for board comp oversight): 95% approval in September 2023 indicates strong shareholder support for the compensation approach overseen by the Compensation Committee .