M. Wayne Wisehart
About M. Wayne Wisehart
Independent director since November 2008; age 79; BS in Business from the University of Missouri–St. Louis. Former multi-company CFO (aQuantive, Western Wireless, iNNERHOST) and CEO roles (TeleDirect, Price Communications Wireless), designated Audit Committee financial expert; currently Audit Chair at Marchex, with long-tenured board service and deep finance/accounting expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| All Star Directories | Chief Financial Officer | Feb 2010 – Nov 2010 | Interim CFO; online/career school directories publisher |
| aQuantive, Inc. (formerly Avenue A Media) | Chief Financial Officer | Pre–Aug 2007 (acquired by Microsoft) | Led finance at leading digital marketing firm through sale to Microsoft |
| Western Wireless Corporation | Chief Financial Officer | Pre–Aug 2005 (acquired by Alltel) | Wireless operator CFO; exit to Alltel |
| iNNERHOST, Inc. | Chief Financial Officer | 2000 – 2002 | Web hosting company CFO |
| TeleDirect International Inc. | President & Chief Executive Officer | 1999 – 2000 | Customer interaction systems; operating leadership |
| Price Communications Wireless | President & Chief Executive Officer | 1997 – 1998 | Wireless operator; operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centri Technology, Inc. | Director | Not disclosed | Listed in historical Marchex proxies |
Board Governance
- Independence: Board determined Wisehart is independent under NASDAQ standards (non-management; only Chairman Horowitz and Vice Chairman Arends are non-independent) .
- Committee leadership: Audit Committee Chair; member of Compensation and Nominating & Governance Committees. All three committees operate under board-adopted charters .
- Audit Committee expertise: Each member (including Wisehart) is an SEC-defined “audit committee financial expert” .
- Attendance: Each director attended at least 75% of board and applicable committee meetings in FY 2024; board met 5 times; independent directors held 4 executive sessions .
- FY 2024 committee activity:
- Audit: 8 meetings; 3 actions by written consent
- Compensation: 4 meetings; 4 actions by written consent
- Nominating & Governance: 4 meetings; 1 action by written consent
Fixed Compensation
| Year | Cash Fees ($) | Equity Grants (type) | Grant Detail | Grant Date | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 30,000 | Stock options | 50,000 options @ $1.80 | Nov 6, 2024 | 54,000 | 50% on each of 1st and 2nd anniversaries; full vest on change in control |
| Policy | 7,500 per quarter cash for independent directors | Stock options annually for directors | Per director compensation policy | Nov 6, 2024 | — | As above |
Year-over-year (director compensation):
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Cash fees | 30,000 | 30,000 |
| Stock awards (RS) | 21,600 | — |
| Option awards | 17,000 | 54,000 |
| Total | 68,600 | 84,000 |
Outstanding director equity (as of 12/31/2024):
| Type | Units (#) |
|---|---|
| Stock awards (restricted shares) | 7,500 |
| Options | 165,000 |
| Total | 172,500 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director option grants vest time-based (50% on first and second anniversaries); change-in-control acceleration applies |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Centri Technology, Inc. | Director | Not disclosed | Not identified as a Marchex customer/supplier; no related-party transactions disclosed in Marchex filings |
Expertise & Qualifications
- Financial and accounting expert with CFO experience across technology, digital marketing, and wireless sectors; SEC-defined audit committee financial expert .
- Public company M&A exposure (aQuantive sale to Microsoft; Western Wireless sale to Alltel) .
- Education: BS in Business, University of Missouri–St. Louis .
- Long-tenured board experience at Marchex since 2008; current Audit Chair .
Equity Ownership
| Metric | 2024 (Record Date: Sep 4, 2024) | 2025 (Record Date: Oct 21, 2025) |
|---|---|---|
| Class B shares beneficially owned | 426,145 (1.1%) | 461,145 (1.2%) |
| Voting power (%) | <1% (denoted “*”) | <1% (denoted “*”) |
| Included in beneficial ownership (breakdown) | 22,500 restricted shares; 105,000 options currently exercisable/within 60 days | 140,000 options currently exercisable/within 60 days |
| Pledged shares | None disclosed for Wisehart | |
| Ownership context (dual-class) | Chairman Horowitz beneficially controls 4,660,927 Class A (25 votes/share) and 1,440,292 Class B, equating to 75.7% voting power (2025) |
Governance Assessment
- Board effectiveness: Wisehart’s tenure and Audit Chair role, combined with “financial expert” designation and consistent attendance, support oversight quality in financial reporting and controls .
- Independence and engagement: Classified as independent; participated across Audit, Compensation, and Nominating & Governance; committees met regularly with documented actions and executive sessions held 4 times in FY 2024, indicating active oversight .
- Compensation alignment: Director pay is modest and equity-heavy via annual options, with time-based vesting and change-in-control acceleration; no performance metrics tied to director equity, which is common but reduces pay-for-performance sensitivity at the director level .
- Shareholder signals: Prior say‑on‑pay approval ~95% (Sept 2023), indicating broad investor support for overall compensation practices; committee interlocks/related-party disclosures show no conflicts among compensation committee members .
- Risk indicators and red flags:
- Dual-class concentration: Significant voting power resides with Chairman Horowitz (75.7%), which can diminish minority shareholder influence and heighten entrenchment risk; mitigated by independent committees but still a governance consideration .
- Hedging/pledging policy: Company policies prohibit or discourage hedging and pledging; no pledging disclosed for Wisehart (pledging noted only for Arends), reducing misalignment risk for Wisehart .
- Related party transactions: Audit Committee pre-approval and oversight processes in place; no specific related-party transactions requiring disclosure identified for directors in 2024–2025 .
Overall: Wisehart adds seasoned CFO rigor and audit leadership; independence and committee breadth are positives. The main governance sensitivity is the dual‑class voting concentration, not Wisehart‑specific. No director‑level conflicts or attendance issues disclosed .