Michael Arends
About Michael Arends
Michael Arends (age 55) is Vice Chairman of Marchex (MCHX) and has served on the board since February 2023, following prior roles as Co-CEO (Oct 2016–Feb 2023) and CFO (May 2003–Apr 2021) . He is a CPA and Chartered Accountant; earlier, he was a partner at KPMG’s Pacific Northwest Information, Communications & Entertainment assurance practice and holds a B.Comm from the University of Alberta .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marchex, Inc. | Vice Chairman (Director) | Feb 2023–present | Board leadership; not independent |
| Marchex, Inc. | Co-CEO (incl. Office of CEO) | Oct 2016–Feb 2023 | Executive leadership |
| Marchex, Inc. | Chief Financial Officer | May 2003–Apr 2021 | Finance, accounting, transactions |
| KPMG LLP | Various roles, most recently Partner | 1992–2003 | Audit/assurance; tech/media focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KPMG LLP | Partner (prior to MCHX) | Pre-2003 | External professional experience |
| Public company boards (current) | — | — | No other public directorships disclosed in the 2025 proxy |
Board Governance
- Independence: The board determined that all directors except Russell Horowitz (Chair) and Michael Arends are independent under NASDAQ standards; Arends is not independent .
- Committees: The Audit, Compensation, and Nominating & Governance Committees comprise independent directors Cline, Cogsville, and Wisehart; Arends is not listed as a member of any standing committee .
- Attendance: In FY2024 the full board met 5 times (5 written consents); each director attended at least 75% of board and relevant committee meetings .
- Executive sessions of independent directors: Met 4 times in FY2024 .
| Committee | Members | Chair | FY2024 Meetings | Written Consents |
|---|---|---|---|---|
| Audit | Cline, Cogsville, Wisehart | Wisehart | 8 | 3 |
| Compensation | Cogsville, Cline, Wisehart | Cogsville | 4 | 4 |
| Nominating & Governance | Cline, Cogsville, Wisehart | Cline | 4 | 1 |
Fixed Compensation (Director)
| Year | Role | Annual Cash Retainer | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|---|
| 2024 | Director (Vice Chairman) | $0 | $0 | $0 | MCHX pays $7,500 per quarter to independent directors; Arends is not independent and received no cash fees |
- 2024 Director Compensation (per proxy): Arends received $54,000 in option award grant-date fair value; no cash or stock awards recorded for 2024 .
Performance Compensation (Director)
| Grant/Item | Grant Date | Instrument | # of Shares/Options | Exercise/Strike | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Annual director grant | Nov 6, 2024 | Stock options | 50,000 | $1.80 | 50% on 1st anniversary; 50% on 2nd; full vest on Change in Control (CIC) | Included in $54,000 total options value for 2024 |
| Outstanding at 12/31/2024 | — | Stock awards | 7,500 | — | As granted | Count disclosure |
| Outstanding at 12/31/2024 | — | Stock options | 70,000 | — | As granted | Count disclosure |
- Policy note: In Nov 2024, each director received 50,000 options at $1.80 per share with 50/50 annual vesting and full vesting upon CIC; independent directors also receive $7,500 per quarter in cash (Arends not eligible as non-independent) .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company directorships disclosed in the 2025 proxy |
Expertise & Qualifications
- CPA and Chartered Accountant with deep finance, accounting, operational and transactional experience; former KPMG partner; long-tenured Marchex finance leader and executive .
Equity Ownership
| Holder | Class A Owned | Class A % | Class B Owned | Class B % | Voting Power % | Notable Details |
|---|---|---|---|---|---|---|
| Michael Arends | — | — | 2,070,603 | 5.3 | 1.3 | Includes 44,250 restricted stock; 628,874 options currently exercisable/within 60 days; 18,100 Class B in IRA; 6,500 Class B in spouse’s IRA; 1,077,879 Class B shares pledged as collateral (RED FLAG) |
- Shares outstanding at record date (for context): Class A 4,660,927; Class B 39,245,334; Class A carries 25 votes per share, Class B 1 vote per share .
Governance Assessment
- Board effectiveness and engagement: Arends is Vice Chairman with extensive company and financial background; attendance threshold met (≥75%); the board conducted 5 meetings and independent director executive sessions were held 4 times in FY2024, indicating active governance cadence .
- Independence: Arends is not independent (as a former senior executive and insider), and is not on the Audit/Compensation/Nominating committees, which remain fully independent—this aligns with good practice for committee independence but concentrates his influence in board (non-committee) deliberations .
- Director pay and alignment: Arends’ 2024 director compensation was entirely equity-based options ($54,000 GDFV) with time-based vesting and CIC acceleration, and no cash retainers—reinforcing equity alignment but lacking performance conditions in director grants (standard for non-employee directors) .
- RED FLAGS and risk indicators:
- Pledging: 1,077,879 Class B shares beneficially owned by Arends were pledged as collateral to a third-party lender—this is a material governance red flag given potential forced-sale risk; company policy “prohibits or discourages” hedging/pledging transactions, heightening the optics of this pledge .
- Non-independence: As a recent former Co-CEO/CFO, Arends’ insider status may raise investor scrutiny on board independence and influence, though committee independence is maintained .
- Related-party/Item 404: The proxy reiterates that Compensation Committee members had no Item 404 relationships; the Audit Committee oversees related-party transaction approvals, but no Arends-specific related-party transactions are disclosed in the 2025 proxy .
- Say-on-Pay context: Stockholders approved NEO compensation with ~95% support at the September 2023 vote, signaling broader investor support for compensation governance at Marchex (contextual to governance sentiment) .
Summary: Arends brings deep institutional and financial expertise and is equity-aligned via options; however, his non-independence and the significant pledging of shares introduce governance risk signals that investors should monitor, especially under adverse market conditions or a change-in-control scenario .