Mark Lloyd
About Mark Lloyd
Mark J. Lloyd is Chief Technology Officer (CTO) at ACCESS Newswire Inc. under an Executive Employment Agreement dated January 3, 2023, with a current base salary of $246,750 . As CTO, he is primarily responsible for technology and is named in the company’s cybersecurity governance; the 10-K notes the CTO leads assessment and management of material cybersecurity risk and has six years of cybersecurity experience . 2024 compensation included salary of $246,524 and a $2,938 cash bonus; he also received a $25,000 cash bonus on February 7, 2025, and a March 5, 2024 grant of 5,000 RSUs (one-third vesting on each of January 1, 2025/2026/2027) valued at $74,300; in 2023 he received 20,000 RSUs (vesting January 3, 2026) valued at $539,600 and options on 30,000 shares (7,500 vesting annually 2024–2027, strike $26.98, expiry January 3, 2033) valued at $416,619 . Company-wide performance context: the pay-versus-performance table shows TSR value of an initial $100 investment at $220.62 (2022), $159.74 (2023), and $77.67 (2024), alongside net income of $1,934,000 (2022), $766,000 (2023), and $(10,793,000) (2024) .
Past Roles
Not disclosed for Mr. Lloyd in the 2025 DEF 14A and FY2024 10-K; filings focus on compensation and employment terms for the CTO .
External Roles
Not disclosed for Mr. Lloyd in the 2025 DEF 14A and FY2024 10-K .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 246,524 | — (no formal plan disclosed) | 2,938 | Additional $25,000 cash bonus paid Feb 7, 2025 |
| 2023 | 201,200 | — | 18,813 | — |
Performance Compensation
Equity Awards and Vesting
| Award Type | Grant Date | Shares | Vesting Schedule | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|---|---|
| RSU | Mar 5, 2024 | 5,000 | 1/3 on 1/1/2025; 1/3 on 1/1/2026; 1/3 on 1/1/2027 | 74,300 (based on $14.85 close on grant date) | — |
| RSU | Jan 3, 2023 | 20,000 | Cliff vest on 1/3/2026 | 539,600 | — |
| Stock Option | Jan 3, 2023 | 30,000 | 7,500 on each 1/3/2024, 1/3/2025, 1/3/2026, 1/3/2027 | 416,619 | Strike $26.98; expires 1/3/2033 |
Outstanding Equity at FY2024 Year-End
| Instrument | Exercisable | Unexercisable | Strike | Expiry | Unvested RSUs (#) | Reported Market Value ($) |
|---|---|---|---|---|---|---|
| Options | 15,000 | 15,000 | $26.98 | 1/3/2033 | — | — |
| RSUs (Grant 1/3/2023) | — | — | — | — | 20,000 | 178,800 |
| RSUs (Grant 3/5/2024) | — | — | — | — | 5,000 | 44,700 |
As of 12/31/2024, the proxy reports RSU market values implying a year-end share price of approximately $8.94 ($44,700/5,000), which is below the $26.98 option strike, indicating those options were out-of-the-money at that date .
Annual Cash Incentives (Metrics)
- 2024: No formal bonus plan disclosed for CTO; a $2,938 cash bonus was paid without specified performance metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 17,667 shares; 0.46% of outstanding |
| Components of beneficial ownership | Includes options to purchase 15,000 shares currently exercisable or within 60 days and 1,167 RSUs vesting within 60 days of April 30, 2025 |
| Additional unvested/unexercisable holdings | Options to purchase 15,000 shares not exercisable within 60 days; 23,333 RSUs not vesting within 60 days |
| Year-end 2024 unvested RSUs and values | 20,000 RSUs ($178,800) and 5,000 RSUs ($44,700) |
| Ownership guidelines | Not disclosed for executives in 2025 proxy |
| Hedging/pledging | Hedging/monetization transactions (e.g., collars, forwards) are prohibited for officers; no explicit pledging policy disclosed |
| Clawback | Board adopted NYSE American-compliant policy to recover incentive-based compensation from Section 16 officers after certain restatements, regardless of fault, for the prior three completed fiscal years |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Executive Employment Agreement dated Jan 3, 2023, to serve as CTO; continues until terminated per its terms |
| Base salary | $246,750 (current under agreement) |
| Bonus eligibility | Eligible for additional bonus or incentive compensation at Board discretion (no fixed target disclosed) |
| Severance (no cause, disability, or good reason) | 6 months of base salary paid on regular payroll cycle plus 6 months of continued medical/health/vision coverage |
| Equity on termination | If terminated without cause, vesting of any equity grants ceases upon termination; if disability, option vesting continues during the 6-month severance period only |
| Change-of-control | No specific CTO change-of-control acceleration is disclosed (CEO has a separate double-trigger provision; not stated for CTO) |
| Restrictive covenants | Non-competition, non-solicitation, confidentiality, and assignment of inventions requirements |
| Insider trading | Subject to company insider trading policy; short sales and hedging/monetization prohibited |
| Clawback policy | Applies to Section 16 officers as described above |
Investment Implications
- Pay-for-performance alignment: CTO cash incentives were discretionary in 2024 with no formal bonus plan, and equity awards are primarily time-based RSUs plus multi-year options—indicating limited direct linkage to specific operating metrics for the role in the latest year .
- Selling/vesting overhang: Upcoming RSU tranches (from the 5,000-share 2024 grant) vest on 1/1/2026 and 1/1/2027; the 20,000-share 2023 RSU grant vests 1/3/2026, creating defined windows for potential liquidity events; as of year-end 2024, 30,000 options at $26.98 were out-of-the-money based on reported RSU market values, reducing near-term option-related selling pressure .
- Ownership and alignment: Beneficial ownership of 17,667 shares (0.46%) with a mix of near-term vesting and long-dated unvested equity suggests moderate alignment; anti-hedging and clawback policies strengthen alignment, while absence of disclosed executive ownership guidelines and pledging policy leaves some governance gaps .
- Retention risk and economics: The CTO’s severance is 0.5x salary plus 6 months of benefits for no cause/disability/good reason; lack of disclosed change-of-control acceleration for the CTO (contrast to CEO) limits potential windfalls but may reduce retention protection in a transaction scenario .
- Execution focus: The CTO is central to cybersecurity risk management; with company TSR declining in 2023–2024 and 2024 net loss, consistent execution on platform stability and security is a lever for value creation; the compensation mix mainly time-based equity emphasizes retention more than immediate performance incentives .