{"url_path":"/sec/inuv/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/829323/0001654954-26-007482-index.html","accession_number":"0001654954-26-007482","cik":"0000829323","ticker":"INUV","issuer_name":"Inuvo, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/829323/0001654954-26-007482-index.html","primary_entity_key":"0000829323","primary_entity_name":"Inuvo, Inc."},"word_count":829,"has_tables":true,"body_markdown":"**ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS.**\n\n \n\n(b) *Retirement of Chief Financial Officer and Secretary*\n\n \n\nOn August 10, 2026, Wallace D. Ruiz notified the Board of Directors (the \"Board\") of Inuvo, Inc. (the \"Company\") of his intention to retire as the Company’s Chief Financial Officer and Secretary (principal financial officer and principal accounting officer), effective August 17, 2026. Mr. Ruiz’s retirement does not involve any disagreement with the Company on any matter relating to its operations, policies or practices.\n\n \n\nIn connection with his retirement, the Company and Mr. Ruiz are entering into a Consulting Agreement pursuant to which Mr. Ruiz will provide financial advisory and transition-related services to the Company through December 31, 2026, in exchange for a monthly fee of $62,500 beginning in September 2026 and continued participation in certain Company-paid benefits. The foregoing description is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.\n\n \n\n(c) *Appointment of President, Chief Financial Officer and Secretary*\n\n \n\nOn August 10, 2026, the Board appointed Derric Ciccone, age 47, to serve as the Company’s President, Chief Financial Officer and Secretary (principal financial officer), effective August 17, 2026, upon Mr. Ruiz’s retirement.\n\n \n\nMr. Ciccone brings more than 20 years of finance, operations, and commercial leadership experience across advertising, digital media, and e-commerce. Most recently, he served as Global Chief Financial Officer of Omnicom from March 2023 to April 2026, overseeing Omnicom’s global commerce groups. Previously, he was Executive Vice President of Operations and Delivery at Hero Digital from June 2020 to June 2022, where he led delivery, client finance, client operations, resource management, offshore capabilities, and commercial management across five offices. Earlier in his career, Mr. Ciccone held senior leadership roles across WPP, including Chief Commercial Officer for Wunderman Thompson EMEA, Chief Financial and Operating Officer for POSSIBLE EMEA, and Head of Global Client Operations for Team Shell, in roles spanning more than 25 markets and over $1 billion in revenue. He began his career in finance and operations roles at Razorfish and MRM Worldwide. Mr. Ciccone holds a Bachelor of Science in Finance and Management Information Systems from the State University of New York at Albany.\n\n \n\nThere are no family relationships between Mr. Ciccone and any director or executive officer of the Company, and there is no arrangement or understanding between Mr. Ciccone and any other person pursuant to which he was selected as an officer.\n\n \n\nIn connection with his appointment, the Company and Mr. Ciccone entered into an Employment Agreement dated August 10, 2026 (effective August 17, 2026), providing for, among other things: (i) an annual base salary of $375,000; (ii) a grant of 150,000 restricted stock units vesting in equal installments over three years; (iii) an annual incentive target opportunity of $125,000; and (iv) a sign-on bonus of $100,000, payable $25,000 on the first payroll date following the effective date and $75,000 in April 2027, subject to repayment if Mr. Ciccone’s employment terminates under certain circumstances before the first anniversary of the effective date.\n\n \n\n \n\n2\n\n \n\n \n\nThe Employment Agreement requires the Company to compensate Mr. Ciccone and provide him with certain benefits if his employment is terminated. The compensation and benefits he is entitled to receive upon termination of employment vary depending on whether his employment is terminated (i) by the Company for cause (as defined in the employment agreement); (ii) by the Company without cause, or by Mr. Ciccone for good reason (as defined in the employment agreement); (iii) due to death or disability; or (iv) by Mr. Ciccone without good reason. The foregoing description of the Employment Agreement is a summary of its material terms and does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.\n\n \n\n(c) *Appointment of Chief Accounting Officer*\n\n \n\nOn August 10, 2026, the Board appointed Aleesha Parris, CPA, age 38, to serve as the Company’s Chief Accounting Officer (principal accounting officer), effective August 17, 2026 upon Mr. Ruiz’s retirement.\n\n \n\nMs. Parris has served as the Company’s Vice President and Corporate Controller since 2023, and previously served in a variety of accounting and financial reporting roles at the Company from 2013 to 2021. From 2021 to 2023, she served as Corporate Controller of Riverside Transport Inc. and Transco Lines, Inc. Ms. Parris is a certified public accountant in the State of Arkansas and holds a Bachelor of Business Administration and a Master of Accountancy from the University of Central Arkansas.\n\n \n\nThere are no family relationships between Ms. Parris and any director or executive officer of the Company, and there is no arrangement or understanding between Ms. Parris and any other person pursuant to which she was selected as an officer.\n\n \n\nA copy of the press release announcing the foregoing leadership transitions is furnished as Exhibit 99.3 hereto."}