Francis Feeney
About Francis Feeney
Francis J. Feeney, age 67, is Chief Operating Officer and Chief Legal Officer (Corporate Secretary) of Marchex; he was appointed COO effective September 15, 2025 and serves as a Co-Principal Executive Officer for SEC reporting purposes. He joined Marchex in October 2018, after serving as a Senior Partner at DLA Piper LLP (US) in Corporate, Securities, and Finance from 2005–2018; he holds a J.D. from Georgetown University Law Center and a B.S. (Pre‑Law) from Northeastern University. Company performance context: Q3 2025 revenue was $11.5M vs. $12.6M in Q3 2024 and Adjusted EBITDA improved to $0.6M (or $1.1M excluding $0.5M of reorganization costs); pay-versus-performance tables show cumulative TSR value of an initial $100 investment at $70.56 (2024), $54.84 (2023), $64.52 (2022) and net losses of $(4,947)K (2024), $(9,910)K (2023), $(8,245)K (2022).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marchex, Inc. | COO & CLO, Corporate Secretary; Co-PEO (SEC) | Sep 15, 2025–present | Operational leadership with legal oversight; formal SEC Co‑PEO designation |
| Marchex, Inc. | Chief Legal Advisor (external counsel); joined as executive | Chief legal advisor since 2003; employee since Oct 2018 | Continuity of corporate legal strategy since inception; institutional knowledge |
| DLA Piper LLP (US) | Senior Partner, Corporate, Securities & Finance | 2005–2018 | Led transactional and securities practice; deep financing/M&A experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DLA Piper LLP (US) | Senior Partner | 2005–2018 | Corporate/securities execution for complex transactions |
Fixed Compensation
| Component | Amount/Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $375,000 | Oct 16, 2025 | Approved by Compensation Committee |
- Clawback: Company adopted a compensation recovery policy for certain executive compensation received on/after Oct 2, 2023.
- Securities trading policy: prohibits or discourages hedging or pledging of company equity securities.
Performance Compensation
Recent Equity Grants (Feeney)
| Award Type | Grant Date | Quantity | Vesting | Exercise/Delivery |
|---|---|---|---|---|
| Stock Options | Oct 16, 2025 | 150,000 | 25% on 1st anniversary; remaining vests quarterly over next 3 years (6.25% per quarter) | Exercise price = closing price on grant date (ISO to extent permitted; otherwise NQSO) |
| RSUs | Oct 16, 2025 | 150,000 | Cliff vest in full on 4th anniversary | One share of Class B per RSU upon vest |
Company Performance-Vesting Triggers (applied to certain 2021–2023 awards)
| Metric | First Threshold | Second Threshold | Measurement Window | Vesting Effect |
|---|---|---|---|---|
| Revenue Growth | ≥120% of prior-year level | ≥127% of prior-year level | At later of 18–24 months or performance attainment (award-specific) | 50% accelerates at first threshold; remaining 50% at second threshold |
| Adjusted OIBA Multiples | Specified higher multiples vs prior year | Higher multiples than first target | Same as above | Same as above |
| Share Price | ≥150% of baseline average (20 consecutive trading days) | ≥160% of baseline average (20 consecutive trading days) | Same as above | Same as above |
Equity Ownership & Alignment
| Category | Value/Description |
|---|---|
| Beneficial Ownership (Class B) | 722,928 shares; 1.8% of Class B outstanding as of Oct 21, 2025 |
| Vested/Exercisable Components | 445,500 options currently exercisable or within 60 days; 30,000 restricted stock subject to vesting |
| Voting Power | “*” (less than 1% of total voting power) |
| Pledging | No pledging disclosure in Feeney’s ownership footnote; company policy discourages pledging |
| Ownership Guidelines (Execs) | Not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (post-Change-in-Control) | If terminated without “Cause” or for “Good Reason” after a Change in Control: lump-sum equal to 12 months base salary + prior-year earned bonus (capped at 100% of salary) + 12 months COBRA |
| Death/Disability | 18 months COBRA benefits |
| Accelerated Vesting | 100% of unvested time-based and performance options, restricted stock and RSUs vest upon a Change in Control; also upon termination without Cause or due to death/disability prior to Change in Control |
| Role Status | COO & CLO; Co‑PEO for SEC reporting |
| Clawback Policy | Recovery for certain executive compensation on/after Oct 2, 2023 |
| Trading Policy | Prohibits or discourages hedging/pledging of company stock |
Forward Vesting Timeline (Feeney awards granted Oct 16, 2025)
| Date/Window | Event | Quantity |
|---|---|---|
| Oct 16, 2026 | Options initial tranche vests (25%) | 37,500 |
| Q4 2026–Q4 2029 | Options vest quarterly at 6.25% of grant | 9,375 per quarter (aggregate quarters total 112,500) |
| Oct 16, 2029 | RSUs cliff vest in full | 150,000 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of initial $100 (Dec 31, 2021 baseline) | $64.52 | $54.84 | $70.56 |
| Net Income ($USD Thousands) | $(8,245) | $(9,910) | $(4,947) |
- Q3 2025 performance: Revenue $11.5M vs. $12.6M prior-year; Adjusted EBITDA $0.6M ($1.1M ex-reorg costs); Net loss $(1.0)M or $(0.02) per diluted share.
- Say‑on‑pay: ~95% approval in September 2023.
Investment Implications
- Alignment: Feeney’s 2025 grants blend retention (4‑year vest schedules; RSU cliff at year 4) with long-dated upside; single‑trigger Change‑in‑Control acceleration and severance terms are shareholder‑standard but reduce lock‑in during strategic transactions.
- Selling pressure: Option tranches beginning October 2026 and quarterly through 2029 plus the 2029 RSU cliff create predictable liquidity windows that could contribute to periodic insider supply depending on trading windows and personal diversification.
- Governance/risk: No pledging disclosed for Feeney and a formal clawback policy is in place; company policy discourages hedging/pledging, mitigating alignment red flags.
- Execution context: As COO/CLO and Co‑PEO, Feeney’s deep corporate/securities background supports ongoing strategic initiatives (including related‑party M&A oversight requiring special committee processes), while operating metrics show improving Adjusted EBITDA alongside platform migration—key for compensation realization and retention.