Joseph Staples
About Joseph A. Staples
Independent director and Chair of the Compensation Committee at ACCESS Newswire Inc. (ACCS); age 65, joined the Board in 2024 and is classified as independent under NYSE American and Exchange Act standards . Career marketing executive and consultant with 40+ years of technology-business experience, including 22 years as CMO/SVP across private and public companies; adjunct professor of marketing at Utah Valley University since August 2023 . Tenure on ACCS’s board is approximately one year as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motivosity Inc (private) | Chief Marketing Officer | Feb 2018–Aug 2020 | Led marketing at employee recognition software company |
| Workfront (private, later acquired) | Chief Marketing Officer | Aug 2014–Dec 2017 | Enterprise marketing leadership |
| Interactive Intelligence (public, later acquired) | Chief Marketing Officer | Jan 2005–Jul 2014 | Global marketing at contact center software firm |
| Sharpen (private) | Director | Aug 2019–Nov 2022 | Board oversight until company sale |
| Textel (private) | Director | Aug 2020–Dec 2022 | Board oversight until company sale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Screen Dragon (private) | Director | Feb 2024–Present | Board member at marketing work management firm |
| Utah Valley University | Adjunct Professor (Marketing) | Aug 2023–Present | Academic role; teaching and curriculum |
| Various tech companies (U.S./Europe) | Marketing advisor/consultant | Sep 2020–Present | Strategic advisory engagements |
Board Governance
- Committee assignments: Chair, Compensation Committee; not a member of the Audit Committee; compensation committee members: Staples (Chair), Pollard; audit committee members: Rein (Chair), Pollard .
- Independence: Board determined Staples is independent under NYSE American Section 303A.02 and Exchange Act Section 10A(m) .
- Attendance and engagement: In 2024, Board held 6 meetings; Audit Committee held 4; Compensation Committee held 3; each director attended all Board and applicable committee meetings .
- Board leadership: CEO Brian R. Balbirnie serves as Board Chair; no Lead Independent Director disclosed .
- Director terms: Entire board elected annually; directors serve until next annual meeting or earlier resignation/removal .
Fixed Compensation
| Component | Structure | Amount/Detail | 2024 Actual (Staples) |
|---|---|---|---|
| Quarterly cash retainer | All non-employee directors | $7,500 per quarter effective July 1, 2024 | $15,000 (for 2 quarters, Jul–Dec 2024) |
| Committee chair cash retainer | Audit & Compensation Chairs | +$1,500 per quarter to chair | $3,000 (Comp Chair, 2 quarters) |
| Meeting fees | Not disclosed | — | — |
| Total cash fees | Sum of above | — | $18,000 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-date Fair Value | Vesting & Triggers | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (initial/annual cycle for 2024) | Jul 1, 2024 | 3,722 RSUs | $29,999 (at $8.06 close) | Vest June 13, 2025; annual meeting vesting mechanics; change-of-control accelerates vesting immediately prior to closing | None; service-based vesting (no financial/ESG metrics) |
| Annual equity grant policy (go-forward) | Each annual meeting | RSUs equal to $30,000 ÷ closing price | Policy-defined | Fully vests at earlier of 1 year, next annual meeting for non-re-elected director, or immediately prior to a change of control | None; service-based vesting |
The Compensation Committee administers stock plans and approves grants; neither the Board nor the Compensation Committee has retained a compensation consultant to date and does not intend to retain one for 2025 .
Other Directorships & Interlocks
- Public company boards: None disclosed for Staples .
- Related-party or interlocks: Proxy discloses no related party transactions for directors/officers; Board independence confirmed (Staples independent) .
Expertise & Qualifications
- 40+ years in technology-business; 22 years as CMO/SVP across private and public companies; marketing advisory/consulting since 2020; adjunct professor in marketing .
- Board qualification emphasized: extensive marketing leadership and prior board experience; chairs Compensation Committee .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Vested vs Unvested | Notes |
|---|---|---|---|---|
| Joseph A. Staples | 3,722 RSUs | 0.10% | Unvested as of Apr 30, 2025; vest on Jun 13, 2025 | Ownership consists of RSUs; no options disclosed; subject to company insider trading policy (hedging/short sales prohibited) |
Governance Assessment
- Strengths
- Independence and full attendance in 2024 indicate engagement; chairing Compensation Committee centralizes pay oversight with an independent director .
- Director equity grants and service-based vesting with change-of-control accelerators provide alignment via equity, albeit time-based rather than performance-based .
- Company has adopted SEC/NYSE-mandated clawback for Section 16 officers and prohibits hedging/short sales for directors/officers, reducing misalignment risks .
- Weaknesses / Watch items
- Combined CEO/Chair role without a disclosed Lead Independent Director may weaken independent oversight; places greater responsibility on committee chairs like Staples to ensure robust executive pay and governance processes .
- Compensation Committee does not use an independent compensation consultant (and does not plan to in 2025), which could limit external benchmarking rigor and increase pay design risk, especially amid strategic changes (asset sale, debt modification) .
- “Skin-in-the-game” appears modest: 3,722 RSUs (~0.10% ownership) as of Apr 30, 2025; while aligned via equity, the absolute stake is small relative to outstanding shares .
- Conflicts / Related-party exposure
- Proxy states “None” for related party transactions; Board assessed Staples as independent; no pledging or loans disclosed .
Director Compensation Details (Reference)
| Category | 2024 Amount (Staples) | Notes |
|---|---|---|
| Fees Earned (Cash) | $18,000 | Includes $7,500/quarter base (Jul–Dec) plus $1,500/quarter as Compensation Chair |
| Stock Awards | $29,999 | 3,722 RSUs granted Jul 1, 2024 at $8.06; vest Jun 13, 2025 |
| Other | — | No options, perquisites, or other compensation disclosed for directors |
Attendance and Committee Activity (2024)
| Body | Meetings | Staples Attendance |
|---|---|---|
| Board of Directors | 6 | 100% (all directors attended all meetings) |
| Compensation Committee | 3 | 100%; Chair |
| Audit Committee | 4 | Not a member |
Policies Relevant to Governance
- Insider Trading Policy: Prohibits short sales and hedging/monetization transactions (e.g., collars, forwards) for directors, officers, employees .
- Clawback Policy: Recovery of incentive-based compensation from Section 16 officers upon certain restatements; three-year lookback; no indemnification for recoveries .
Signals for Investors
- Staples’ role as Compensation Committee Chair, independence, and perfect attendance support board effectiveness, but absence of a comp consultant and combined CEO/Chair structure merit monitoring during upcoming pay decisions and strategic execution .
- Equity awards are exclusively time-based; if ACCS shifts toward performance-based metrics (e.g., revenue growth, EBITDA, TSR), alignment could improve; current director equity policy is a flat $30k RSU annual grant .
- No related-party transactions reported and independence affirmed; beneficial ownership modest; policies restrict hedging—positive for alignment but low absolute stake suggests less financial exposure to outcomes .