Brian Balbirnie
About Brian Balbirnie
Founder of ACCESS Newswire (f/k/a Issuer Direct) in 2006, Brian R. Balbirnie serves as President, Chief Executive Officer, and Chairperson of the Board; he is 53 and has been a director since 2006 . Under his leadership, the company worked with over 6,000 customers in 2024 . Governance: three directors are independent (Pollard, Rein, Staples); Balbirnie is an internal (non‑independent) director and holds a dual role as CEO and Chair . Performance context: total stockholder return (TSR) declined over 2022–2024, and net income turned negative in 2024 (see Pay vs Performance table below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Catapult Company | Founder and Managing Partner (SOX-focused compliance/consulting) | Not disclosed | Built compliance advisory capability leveraged in ACCESS’s technology-led platform |
| Mobile Reach International, Inc. (public) | Vice President and Chief Financial Officer | 2002–2003 | Public company finance leadership; public markets and reporting experience |
| IVUE Corporation (private) | President and Chief Technology Officer | 2002–2003 | Technology and product leadership in private company context |
External Roles
No additional public-company board roles or external directorships for Balbirnie are disclosed in the proxy .
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual cash bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 285,000 | 50% | — | CEO salary per employment agreement; no equity grants in 2024 |
| 2023 | 285,000 | 50% | — | Awarded time-based RSUs (see below) |
Performance Compensation
Cash Incentives
| Plan year | Metric(s) | Weighting | Target | Actual/payout | Details/Vesting |
|---|---|---|---|---|---|
| 2024 (based on FY2023 financials) | “Target financial numbers” | Not disclosed | 50% of $285k salary | No bonus paid for 2023 performance | Scaled: <90%=0%; 90%=50%; 100%=100%; ≥120%=120% of target |
| 2025 | Not yet implemented | — | — | — | Committee intends to implement in near future |
Equity Awards
| Grant date | Award type | Shares | Grant-date fair value ($) | Vesting schedule | Performance conditions |
|---|---|---|---|---|---|
| Feb 1, 2023 | RSU | 20,000 | 564,800 | Cliff vests Jan 1, 2026 | Time-based only |
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 632,854 shares | 16.39% of outstanding as of Apr 30, 2025 |
| Vested vs. near-term vest | 13,333 RSUs vest/vested within 60 days of Apr 30, 2025; 6,667 RSUs not vesting within 60 days | As disclosed in ownership footnote |
| Unvested time-based RSUs outstanding | 20,000 | All vest on Jan 1, 2026 |
| Stock options | None outstanding | No CEO options listed at FY2024 year-end |
| Shares pledged as collateral | Not disclosed | No pledging disclosure observed; hedging/short sales prohibited by policy |
| Insider policy | Hedging/short sales prohibited | Insider trading policy bans short sales and hedging/monetization transactions |
| Ownership guidelines | Not disclosed | No executive ownership guideline disclosed in proxy |
Employment Terms
| Topic | Terms |
|---|---|
| Agreement | Executive Employment Agreement dated Apr 30, 2014; continues until terminated per terms |
| Base salary | $285,000; eligible for additional discretionary incentives |
| Target bonus | 50% of base salary; metrics and targets set by Board |
| Severance (without cause, disability, or good reason) | 12 months base salary paid on payroll schedule + 12 months medical/health/vision coverage; disability: options continue vesting during severance period; otherwise equity vesting ceases on termination (except as below) |
| Change of control (Corporate Transaction) | Double-trigger: if terminated without cause or for good reason within 12 months post-transaction → severance increases to 18 months; all unvested equity immediately vests; exercisability period for options: earlier of 6 months post-termination or original expiry |
| Restrictive covenants | Non-competition, non-solicitation, confidentiality, invention assignment |
| Clawback policy | Company must recover incentive-based comp from Section 16 officers upon certain restatements (3-year lookback); no indemnification/insurance for recovery |
Board Governance
- Roles: Director since 2006; Chairperson of the Board; CEO (internal, non-independent) .
- Committees: Not a member of Audit or Compensation Committees; both committees chaired and populated by independent directors .
- Attendance: In 2024, the Board held 6 meetings; each director attended all Board and applicable committee meetings .
- Independence/structure: Three independent directors (Pollard, Rein, Staples); CEO also serves as Chair; Lead Independent Director not disclosed .
Performance & Track Record
Pay vs Performance (Company disclosures)
| Year | TSR (Value of $100) | Net Income ($) |
|---|---|---|
| 2022 | 220.62 | 1,934,000 |
| 2023 | 159.74 | 766,000 |
| 2024 | 77.67 | (10,793,000) |
Operating scale and profitability
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 23,514,000* | 24,522,000* | 23,057,000* |
| EBITDA ($) | 3,992,000* | 535,000* | 728,000* |
Values with asterisk retrieved from S&P Global.
Compensation Committee Analysis
- Composition and independence: Compensation Committee consists of independent directors Joseph A. Staples (Chair) and Wesley T. Pollard; held 3 meetings in 2024 .
- Consultant usage: Neither the Board nor the Committee retained a compensation consultant to date; none planned for 2025 as of the proxy (subject to change) .
- Committee report: Committee reviewed CD&A and recommended inclusion in the proxy .
Risk Indicators & Red Flags
- CEO dual role (CEO + Chair): mitigated in part by independent Audit and Compensation Committees; no Lead Independent Director disclosed .
- Executive turnover: CFO resignation March 8, 2024; interim appointment and subsequent permanent CFO named Sept 16, 2024 .
- Related party transactions: None disclosed .
- Trading/hedging: Hedging and short sales prohibited; reduces misalignment risk .
- Clawback: Robust recovery policy aligned with NYSE American listing standards .
Director Service Snapshot (for Brian R. Balbirnie)
| Item | Detail |
|---|---|
| Board tenure | Director since 2006; Chair of the Board |
| Committees | None (internal director) |
| Independence | Not independent (CEO) |
| Attendance | Attended all 2024 Board meetings (per “each director” disclosure) |
Investment Implications
- Alignment: High insider ownership (16.39%) with prohibitions on hedging and short sales indicates meaningful skin-in-the-game and reduced misalignment risk; however, time-based RSUs (vs PSUs) dominate recent equity mix .
- Pay-for-performance: No bonus paid for the 2024 plan tied to FY2023 financials; 2024 compensation was all salary (no equity), suggesting restraint amid weaker results; 2023 featured a large time-based RSU grant vesting in 2026 .
- Retention/CoC: Severance of 12 months (18 months double-trigger post-transaction) and full acceleration on CoC provide retention but elevate potential transaction payout risk; equity is largely time-based .
- Trading signals: Near-term vesting of 13,333 RSUs (as of Apr 30, 2025) and a 2026 cliff vest of 20,000 RSUs could create episodic supply; monitor Form 4s around vest dates for potential selling pressure .
- Execution risk: TSR deterioration and 2024 net loss highlight operational headwinds; leadership continuity at CEO level offsets some transition risk, but 2024 CFO turnover underscores execution volatility; governance mitigants include fully independent key committees .