Russell Horowitz
About Russell Horowitz
Founder of Marchex; Chairman since April 2019; previously Co‑CEO (Oct 2016–Feb 2023), Executive Director (Aug 2017; Feb 2015–May 2016), CEO/Treasurer/Chairman from inception to Feb 2015. Age 59 in 2025; B.A. in Economics, Columbia College, Columbia University . Track-record metrics disclosed in Pay‑vs‑Performance: value of initial $100 invested on 12/31/2021 based on TSR was $70.56 in 2024, $54.84 in 2023, $64.52 in 2022; Net income was $(4.9)M in 2024, $(9.9)M in 2023, $(8.2)M in 2022 . Company policy adopted clawback for incentive compensation (effective Oct 2, 2023) and prohibits or discourages hedging/pledging transactions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marchex | Chairman of the Board | Apr 2019–present | Board leadership; governance oversight (non‑independent) |
| Marchex | Co‑CEO / Office of the CEO | Oct 2016–Feb 2023 | Led transition; continuity of operations |
| Marchex | Executive Director | Aug 2017; Feb 2015–May 2016 | Executive leadership without CEO title |
| Marchex | CEO, Treasurer, Chairman | Inception–Feb 2015 | Founding leadership, capital/strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Go2Net | Founder, Chairman & CEO; CFO until May 2000 | 1996–2000 | Built/profitably exited via InfoSpace merger; integration as Vice Chairman/President |
| InfoSpace (post-merger) | Vice Chairman & President | 2000 (integration period) | Post‑merger integration leadership |
| Xanthus Management/Xanthus Capital | CEO & Director | Prior to Go2Net | Early‑stage merchant banking |
| Active Apparel Group (now Everlast Worldwide) | Founder & CFO | Prior to Go2Net | Finance, operations foundation |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 319,161 | 255,000 |
| Bonus ($) | — | — |
| All Other Compensation ($) | — | 40,013 (COBRA reimbursements) |
| Total ($) | 537,428 | 349,013 |
Performance Compensation
| Component | Grant Date | Quantity/Strike | Vesting & Performance Conditions | Expiration |
|---|---|---|---|---|
| Stock Options | 10/22/2020 | 20,000 @ $1.90 | Time-based (exercisable shown); five‑year schemes elsewhere include accelerated tranches tied to revenue, adjusted OIBA, share price (see below) | 10/22/2030 |
| Stock Options | 12/31/2020 | 95,000 @ $1.96 | Time-based; see performance accelerators below | 12/31/2030 |
| Stock Options | 1/4/2021 | 41,000 (38,437 ex., 2,563 unex.) @ $2.02 | Time-based; performance accelerators for 2021 cohort described below | 1/4/2031 |
| Restricted Stock | 1/4/2021 | 10,250 | Vests 25% annually over 4 years | — |
| Stock Options | 10/1/2021 | 20,000 @ $3.02 | Director grant; 50% vest on each of first/second anniversaries; full vest on Change in Control | 10/1/2031 |
| Stock Options | 12/30/2021 | 47,500 @ $2.57 | 5‑year cliff with performance accelerators (see 2021 cohort below) | 12/30/2031 |
| Stock Options | 1/3/2022 | 51,000 (35,062 ex., 15,938 unex.) @ $2.56 | 5‑year cliff with 18/30‑month accelerators vs 2021 baselines | 1/3/2032 |
| Restricted Stock | 1/3/2022 | 25,500 | Vests 25% annually over 4 years | — |
| Stock Options | 9/29/2022 | 20,000 @ $1.78 | Director grant; 50% vest on each of first/second anniversaries; Change in Control full vest | 9/29/2032 |
| Stock Options | 12/30/2022 | 72,000 (36,000 ex., 36,000 unex.) @ $1.60 | 5‑year cliff with 18/30‑month accelerators vs 2022 baselines | 12/30/2032 |
| Restricted Stock | 12/30/2022 | 36,000 | Performance accelerators; see 2022 cohort | — |
| Stock Options | 1/25/2023 | 51,000 (22,312 ex., 28,688 unex.) @ $2.00 | 5‑year cliff; performance accelerators vs year‑of‑grant | 1/25/2033 |
| Restricted Stock | 1/25/2023 | 38,250 | Performance accelerators; see 2023 cohort | — |
| Stock Options | 9/28/2023 | 20,000 (10,000 ex., 10,000 unex.) @ $1.45 | Director grant; 50% vest on first/second anniversaries; CoC full vest | 9/28/2033 |
| Restricted Stock | 9/28/2023 | 7,500 | Director RS; 50% vest annually over 2 years; CoC full vest | — |
| Stock Options | 11/6/2024 | 50,000 @ $1.80 | Annual board grant; 50% vest on first/second anniversaries; CoC full vest | 11/6/2034 |
Performance metrics tied to long‑term awards (accelerated vesting if achieved):
- 2021 cohort: 50% vest upon later of 18 months or attainment of any target: TTM revenue ≥120% of 2020; TTM adjusted OIBA ≥ specified multiples; Class B share price ≥150% of initial 2020 average for 20 consecutive trading days; remaining 50% vests upon later of 30 months or stricter targets (TTM revenue ≥127%; TTM adjusted OIBA higher multiples; share price ≥160%) .
- 2022 cohort: Same structure vs 2021 baselines with 18/30‑month accelerators at 120%/127% thresholds and price 150%/160% of 2022 averages .
- 2023 cohort: Similar 24/36‑month accelerators vs year‑of‑grant baselines; thresholds at 120%/127% and price 150%/160% of year‑of‑grant averages .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Class A shares owned | 4,660,927 | Held via MARRCH Investments, LLC; 100% of Class A outstanding; 25 votes per share |
| Class B shares beneficially owned | 1,440,292 | 3.7% of Class B outstanding (39,245,334) |
| Total voting power (Class A + B) | 75.7% | High control via super‑voting Class A |
| Options currently exercisable or within 60 days (Class B) | 443,374 | Included in beneficial ownership |
| Restricted stock subject to vesting (Class B) | 38,250 | Included in beneficial ownership |
| IRA holdings (Class B) | 5,000 | Personal IRA |
| Hedging/Pledging | No pledging disclosed for Horowitz; company policy prohibits or discourages hedging/pledging |
Outstanding equity awards at 12/31/2024 (Horowitz) detail provided in Performance Compensation table above .
Employment Terms
- Change‑in‑Control (CoC) treatment: Director grants vest in full upon CoC; executive equity awards include time‑based/performance‑based accelerators and, for certain awards company‑wide, Double‑Trigger CoC acceleration (CoC plus qualifying termination or one‑year anniversary) .
- Clawback policy: Adopted per SEC/NASDAQ for incentive compensation received on/after Oct 2, 2023 in event of certain restatements .
- Securities trading policy: Designed to promote insider trading compliance; prohibits or discourages hedging/pledging of company equity .
Board Service, Committees, and Governance
- Board service history: Director since Aug 2017; Chairman since Apr 2019 .
- Committee roles: Audit, Compensation, and Nominating & Governance committees consist of independent directors (Cline, Cogsville, Wisehart); Horowitz (Chairman) is not independent and is not listed as a committee member .
- Committee chairs: Audit—Wisehart; Compensation—Cogsville; Nominating & Governance—Cline .
- Independence & dual‑role implications: Board determined Horowitz (Chairman) and Arends (Vice Chairman) are not independent; the three standing committees are fully independent, providing counter‑balance to dual‑role governance concerns .
- Meeting cadence/attendance: In FY 2024, Board held 5 meetings with 5 written consents; committees held Audit 8, Compensation 4, N&G 4; all directors attended ≥75% of meetings; independent directors held 4 executive sessions .
Director Compensation
- Annual board equity: 50,000 options @ $1.80 granted Nov 6, 2024; 50% vest on first and second anniversaries; full vest on CoC .
- Independent director cash: $7,500 per quarter; independent director 2024 totals shown (Horowitz’s compensation captured within NEO tables) .
- Prior year director grants: 20,000 options @ $1.45 and 15,000 RS in Sep 2023; 50% vest annually over two years; CoC full vest .
Pay‑for‑Performance and Shareholder Views
- Say‑on‑pay: ~95% approval in Sep 2023; Compensation Committee did not change approach in 2024 .
- Compensation framework: Emphasizes long‑term incentives; extensive use of performance‑conditioned option/RS awards tied to revenue growth, adjusted OIBA, and stock price; Committee members and processes independent; interlocks/related party conflicts not present among committee members .
Financial Performance Context
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 52.17M* | 49.91M* | 48.12M* |
| EBITDA ($) | (4.04M)* | (5.76M)* | (1.80M)* |
| Net Income ($) | (8.25M)* | (9.91M) | (4.95M)* |
*Values retrieved from S&P Global via GetFinancials tool. Net income FY 2023 citation from DEF 14A Pay‑vs‑Performance table .
Equity Incentive Metric Table (Award Cohorts)
| Cohort Year | Metric | Target Thresholds | Measurement Window | Accelerated Vesting |
|---|---|---|---|---|
| 2021 cohort | Revenue Growth | TTM revenue ≥120% (first tranche); ≥127% (second tranche) vs 2020 | Later of 18 months/30 months or attainment | 50% at first threshold; remaining 50% at second |
| 2021 cohort | Adjusted OIBA | Specified multiples vs 2020 (higher multiples for second tranche) | Same as above | Same as above |
| 2021 cohort | Share Price | ≥150% (first); ≥160% (second) of initial 2020 average for 20 consecutive trading days | Same as above | Same as above |
| 2022 cohort | Revenue Growth | TTM revenue ≥120% / ≥127% vs 2021 | Later of 18/30 months or attainment | Same |
| 2022 cohort | Adjusted OIBA | Multiples vs 2021 (higher for second tranche) | Same | Same |
| 2022 cohort | Share Price | ≥150% / ≥160% of initial 2021 average for 20 consecutive trading days | Same | Same |
| 2023 cohort | Revenue Growth | Revenue ≥120% / ≥127% vs year‑of‑grant | Later of 24/36 months or attainment | Same |
| 2023 cohort | Adjusted OIBA | Multiples vs year‑of‑grant (higher for second tranche) | Same | Same |
| 2023 cohort | Share Price | ≥150% / ≥160% of year‑of‑grant trading day average (20 consecutive days) | Same | Same |
Equity Ownership & Awards Detail (Unvested RS and Option Mix at 12/31/2024)
| Instrument | Grant Date | Unvested Qty | Market Value Basis/Notes |
|---|---|---|---|
| Restricted Stock | 1/4/2021 | 10,250 | $17,938 (at $1.75 on 12/31/2024) |
| Restricted Stock | 1/3/2022 | 25,500 | $44,625 |
| Restricted Stock | 12/30/2022 | 36,000 | $63,000 |
| Restricted Stock | 1/25/2023 | 38,250 | $66,938 |
| Restricted Stock | 9/28/2023 | 7,500 | $13,125 |
| Options (exercisable/unexercisable, various strikes) | See Performance Compensation | Multiple | See detailed option rows above |
Related Party Transactions and Committee Integrity
- Audit Committee oversees related party transactions; Compensation Committee members had no Item 404 relationships and no interlocks; none of the Compensation Committee members were officers/employees .
Investment Implications
- Alignment and control: Horowitz’s beneficial holdings confer 75.7% total voting power via 100% ownership of super‑voting Class A, tightly aligning governance outcomes with founder priorities while potentially limiting minority influence; independent committees provide checks on compensation/governance .
- Incentive design: Multi‑tranche accelerators tied to revenue growth, adjusted OIBA, and share price align pay with operational and market outcomes, but use of price hurdles introduces external volatility; absence of 2024 bonus and reduced equity sizing vs 2023 for Horowitz suggest discipline in fixed pay .
- Retention and overhang: Significant unvested RS and deep option inventory across cohorts (with CoC accelerators) indicates ongoing retention mechanisms and potential dilution; director grants have single‑trigger CoC vest, while executive awards include double‑trigger elements .
- Risk flags: Company prohibits or discourages hedging/pledging; no Horowitz pledging disclosed (contrast: other exec pledging disclosed), and strong clawback policy reduces restatement risk; say‑on‑pay support (~95%) lowers near‑term governance pressure .
Notes: Financial performance table values marked with * were retrieved from S&P Global via GetFinancials.