Graeme Rein
About Graeme P. Rein
Graeme P. Rein (age 45) is an independent director of ACCESS Newswire Inc. (ACCS) and has served since 2021; he is Chairperson of the Audit Committee and has been designated a financial expert. He is Managing Member and Chief Investment Officer of Yorkmont Capital Management, LLC (founded 2012), previously a research analyst at Bares Capital Management (2006–2012) and an audit professional at Deloitte & Touche (2004–2006). He holds a BA in Economics (Princeton), an MPA (UT Austin McCombs), and the CFA and CPA (Texas) credentials, and has served on the board of Where Food Comes From, Inc. (NASDAQ: WFCF) since May 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yorkmont Capital Management, LLC | Managing Member & CIO | 2012–present | Founder/operator of registered investment adviser; finance/accounting expertise cited as board qualification |
| Bares Capital Management, Inc. | Research Analyst | 2006–2012 | Investment research experience |
| Deloitte & Touche, LLP | Audit Professional | 2004–2006 | Public accounting/audit background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Where Food Comes From, Inc. (NASDAQ: WFCF) | Director | Since May 2016 | Public company board experience |
| Yorkmont Capital Management, LLC | Managing Member & CIO | 2012–present | Controls Yorkmont Capital Partners LP, a holder of ACCS shares (see Equity Ownership) |
Board Governance
- Committees and leadership: Chairperson of the Audit Committee; the Audit Committee comprised Rein (Chair) and Wesley Pollard; both are “financial experts” under Item 407(d)(5)(ii) of Reg S‑K. Compensation Committee comprised Staples (Chair) and Pollard .
- Independence: Board determined Rein (and Pollard, Staples) are independent under NYSE American and Exchange Act Section 10A(m) standards .
- Attendance and engagement: In 2024, the Board held 6 meetings; committees held 7 total (Audit 4; Compensation 3). Each director attended all applicable Board and committee meetings .
- Governance structure: CEO Brian R. Balbirnie serves as President, CEO and Chairperson of the Board (combined CEO/Chair) .
- D&O insurance and codes: Company maintains D&O liability insurance, has a Code of Ethics, and an insider trading policy prohibiting short sales and hedging/monetization (e.g., collars, forwards) .
- Term limits: Bylaws limit director service to 10 years, with limited exceptions (referenced in 2024 director footnote) .
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Quarterly cash retainer (non-employee director) | $7,500 per quarter | Effective July 1, 2024 |
| Additional chair fee | $1,500 per quarter (Audit and Compensation Chairs) | Effective July 1, 2024 |
| Prior board cash retainer (pre-7/1/2024) | $9,000 per quarter | Pre-change baseline; used in 1H24 |
| 2024 cash fees paid – Graeme P. Rein | $36,000 | Includes $9,000/quarter in 1H24, $7,500/quarter in 2H24, plus $1,500/quarter as Audit Chair in 2H24 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date FV | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual non-employee director grant) | July 1, 2024 | 3,722 | $29,999 | 100% on June 13, 2025 | Time-based only; no performance metrics |
| Program design (annual grant) | At each annual meeting | $30,000 ÷ closing price | N/A | Vests at next annual meeting/1-year post grant or on change in control | Time-based; change-in-control accelerates |
| Program design (initial grant) | Upon appointment (outside annual meeting) | $30,000 ÷ closing price (pro‑rated) | N/A | Vests at first annual meeting post-grant or on change in control | Time-based |
The company has adopted an SEC/NYSE American-compliant clawback policy for erroneously awarded incentive-based compensation applicable to Section 16 officers upon certain restatements; director equity is time-based and not subject to performance recoupment triggers described. The policy applies to Section 16 officers (not broadly to all directors) .
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Where Food Comes From, Inc. (NASDAQ: WFCF) | Director | Public company directorship | Since May 2016 |
| Yorkmont Capital Partners, LP | Beneficial holder of ACCS | Rein is Managing Member of Yorkmont Capital Management, LLC, the GP of Yorkmont Capital Partners LP | Yorkmont holds ACCS shares (see Equity Ownership) |
| Related-party transactions with ACCS | None | — | Company reports no related party transactions |
Expertise & Qualifications
- Financial reporting and audit: Former Deloitte audit professional; designated “financial expert”; Audit Committee leadership .
- Investment and capital markets: Research analyst background and current CIO of an RIA; CFA charterholder .
- Accounting credentials: MPA (UT Austin McCombs) and CPA (Texas) .
- Education: BA in Economics (Princeton) .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Graeme P. Rein (director) | 265,091 shares | 6.88% | Includes (i) 202,745 shares via Yorkmont Capital Partners, LP; (ii) 58,624 shares held individually; (iii) 3,722 RSUs vesting June 13, 2025. Yorkmont Capital Management, LLC (managed by Rein) is GP of Yorkmont Capital Partners, LP . |
| Shares outstanding (record date) | 3,847,743 | — | As of April 17, 2025 (proxy record date) . |
| Pledging disclosure | Not disclosed | — | Insider policy prohibits short sales and hedging/monetization; pledging not expressly addressed in proxy . |
| Related-party transactions | None | — | Company reports none . |
Director Compensation (2024 – Graeme P. Rein)
| Year | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| 2024 | $36,000 | $29,999 | $65,999 |
RSU grant detail: 3,722 RSUs granted July 1, 2024, valued at $8.06 per share; vest June 13, 2025 .
Governance Assessment
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Strengths
- Independent director with deep finance/accounting background; designated audit “financial expert” and Audit Committee Chair—supports financial oversight and controls .
- Strong engagement: 100% attendance at Board and committee meetings in 2024; Audit (4) and Board (6) meetings indicate active cadence .
- Clear, modest director pay structure with time-based equity; annual RSU of ~$30k aligns with shareholders without aggressive performance risk-taking .
- No related-party transactions disclosed; independence affirmed under NYSE American/SEC standards .
- Term-limit provision (10 years) offers refreshment discipline at board level .
-
Watch items / potential conflicts
- Combined CEO/Chair structure (CEO is also Board Chair) can concentrate authority; reinforces importance of strong independent committee leadership (Rein’s Audit role is a mitigating factor) .
- Significant beneficial ownership and influence through Yorkmont (Rein beneficially owns 6.88%, partly via Yorkmont Capital Partners LP). While alignment is positive, monitor for any future transactions or interlocks that could raise conflict questions (none disclosed) .
- Hedging is prohibited; pledging not explicitly discussed—continue to monitor pledging disclosures in future filings .
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Signals for investor confidence
- Audit Committee comprised entirely of independent financial experts (Rein, Pollard) with documented charter and pre-approval policies; long-tenured independent auditor oversight .
- Transparent director compensation with explicit retainer and time-based RSU program; 2024 director comp for Rein is modest in absolute terms ($65,999 total) .
- Full attendance enhances board effectiveness and oversight credibility .