Troy Hartless
About Troy Hartless
Troy Hartless, 55, is President and Chief Revenue Officer (CRO) at Marchex (MCHX). He was appointed President effective September 15, 2025 and continues as CRO after joining the company in April 2023; he also serves as Co-Principal Executive Officer for SEC reporting purposes . He holds a Bachelor of Science in Business Administration from Liberty University . Company performance context: the Pay-Versus-Performance table shows cumulative TSR translating a $100 initial investment to $64.52 in 2022, $54.84 in 2023, and $70.56 in 2024, alongside net losses of $(8,245)K in 2022, $(9,910)K in 2023, and $(4,947)K in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TLJ Capital | CEO | 2009–present | Executive leadership |
| Govplace, Inc. | COO | 2019–2020 | Operations leadership |
| 9Lenses | CRO | 2017–2019 | Commercial leadership |
| Callis Communications | CRO | 2012–2014 | Commercial leadership |
| Secure Data in Motion | CEO | 2006–2008 | Executive leadership |
| Infodata Systems | COO | Not disclosed | Operations leadership |
External Roles
- No current public company board roles or external directorships were disclosed in reviewed filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $281,250 | $375,000 |
| Target Bonus (%) | — | — |
| Actual Bonus Paid ($) | — | $261,781 |
| Stock Awards ($) | — | — |
| Option Awards ($) | $600,500 | $282,000 |
| Non-Equity Compensation ($) | — | — |
| All Other Compensation ($) | — | — |
| Total Compensation ($) | $881,750 | $918,781 |
Performance Compensation
- Equity grants include time-based options with potential performance acceleration tied to revenue growth, adjusted Operating Income before amortization and depreciation (OIBA), and share-price hurdles relative to year-of-grant averages .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue (vs year-of-grant level) | Not disclosed | 120% at ≥24 months; 127% at ≥36 months | Not disclosed | Accelerates option vesting | 50% at ≥24 months upon attainment; remainder at ≥36 months upon attainment |
| Adjusted OIBA (multiples of year-of-grant level) | Not disclosed | Specified multiples at ≥24 and ≥36 months | Not disclosed | Accelerates option vesting | As above |
| Share Price (20 consecutive trading days vs average) | Not disclosed | ≥150% (≥24 months), ≥160% (≥36 months) of average | Not disclosed | Accelerates option vesting | As above |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned (Class B) | 433,266 |
| Ownership % of Class B | 1.1% |
| Composition | Entirely comprised of options currently exercisable or exercisable within 60 days |
| Hedging/Pledging Policy | Company policies prohibit or discourage hedging and pledging of equity securities |
| Shares Pledged as Collateral (Hartless) | None disclosed for Hartless |
Outstanding Equity Awards at FY 2024 Year-End (Troy Hartless)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| 4/3/2023 (time-based) | 56,250 | 93,750 | 1.86 | 4/3/2033 | 25% at 1st anniversary; quarterly over next 3 years |
| 4/3/2023 (performance) | 63,508 | 136,492 | 1.86 | 4/3/2033 | 50% accelerate at ≥24 months upon revenue/OIBA/share-price targets; remainder at ≥36 months |
| 9/28/2023 (time-based) | 93,750 | 206,250 | 1.45 | 9/28/2033 | 25% at 1st anniversary; quarterly over next 3 years |
| 7/26/2024 (time-based) | — | 200,000 | 1.58 | 7/26/2034 | 25% at 1st anniversary; quarterly over next 3 years |
| 7/26/2024 (time-based) | — | 100,000 | 1.58 | 7/26/2034 | 25% at 1st anniversary; quarterly over next 3 years |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (post-CIC; termination without Cause or for Good Reason) | Lump sum equal to 12 months base salary plus prior-year earned bonus (capped at 100% of annual salary) and 12 months of COBRA |
| Death/Disability | 18 months of COBRA |
| Equity Acceleration | 100% of all unvested time-based and performance options, restricted stock, and RSUs vest upon a Change in Control; also 100% vest upon termination without Cause or death/disability prior to a Change in Control |
| Trigger Structure | Single-trigger equity acceleration at CIC; cash severance requires termination following CIC (double-trigger) |
| Clawback Policy | Adopted for incentive compensation received on or after Oct 2, 2023 per SEC and NASDAQ rules |
| Related Party Transactions | None requiring disclosure for Hartless |
Company Performance Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) ($) | 64.52 | 54.84 | 70.56 |
| Net Income ($K) | (8,245) | (9,910) | (4,947) |
Compensation Structure Analysis
- Pay mix shifted lower in option value year-over-year ($600.5K in 2023 to $282.0K in 2024) with higher cash salary and a sizable bonus ($261.8K) in 2024, reflecting balancing of fixed and variable pay .
- Equity grants emphasize long-term, at-risk compensation with performance-accelerated vesting tied to revenue, adjusted OIBA, and share-price hurdles; no TSR-based PSUs disclosed .
- Compensation program uses market perspective from comparable media/internet/technology companies but does not benchmark to a specific percentile .
Governance & Risk Indicators
- Hedging/pledging discouraged by policy; no pledging disclosed for Hartless; note pledging by another executive (Arends) as a broader governance consideration .
- Say-on-pay support was strong (≈95% approval in September 2023) .
- Executive team updates in September 2025 named Hartless President; no compensation changes disclosed at that time .
Investment Implications
- Alignment: Hartless’s incentives are primarily equity-linked with explicit operational and share-price hurdles, supporting pay-for-performance and long-term value creation focus .
- Retention risk: Single-trigger equity acceleration at change-in-control could reduce post-transaction retention, though cash severance requires termination after CIC; net effect may create near-term M&A sensitivity .
- Selling pressure: Upcoming vest cliffs and quarterly vesting from 2023–2024 option grants create periodic potential for insider exercises/sales; ongoing monitoring of Form 4 filings is warranted (insider-trades retrieval attempted but unavailable due to access error).
- Performance backdrop: TSR improved in 2024 vs 2023 but remains below the 2021 baseline; net losses narrowed, increasing the probability of meeting OIBA/revenue hurdles over time, which would directly impact vesting outcomes and value realization for Hartless .