Wesley Pollard
About Wesley T. Pollard
Wesley T. Pollard (age 54) is an independent director of ACCESS Newswire Inc. (ACCS) since 2024, serving on the Audit and Compensation Committees. He is a finance executive, currently CFO of Primeritus Financial Services; he previously served as Chief Accounting Officer at Primeritus, and CFO at Get Spiffy, Inc. He holds a BA in Business Management and Economics (North Carolina State University), a Master of Accounting (UNC Chapel Hill), and is a CPA (North Carolina). The Board has affirmatively determined he is independent under NYSE American and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primeritus Financial Services | Chief Financial Officer | Since July 2023 | Finance leadership; private equity–backed automotive financing company |
| Primeritus Financial Services | Chief Accounting Officer | Nov 2022 – July 2023 | Accounting oversight |
| Get Spiffy, Inc. | Chief Financial Officer | Apr 2016 – Nov 2022 | Tech-enabled on-demand car care; CFO-level responsibilities |
| TechCXO RTP | Managing Partner | Not disclosed | Fractional executive advisory; finance leadership |
| PricewaterhouseCoopers | Audit and Consulting | Not disclosed | Audit and consulting practices |
| Digital Lifestyle Outfitters; ACCESS Newswire (f/k/a Issuer Direct Corp); kSep Systems; MobileGuard | Finance leadership (CFO-level experience across companies) | Not disclosed | Multiple CFO-level roles; several companies later acquired |
External Roles
| Organization | Role | Status |
|---|---|---|
| Primeritus Financial Services | Chief Financial Officer | Private company; current |
| Public company board seats (outside ACCS) | — | None disclosed in proxy for Pollard |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Compensation Committee; not a chair.
- Independence: Board determined Pollard is independent under NYSE American Section 303A.02 and Exchange Act Section 10A(m).
- Financial expert: Audit Committee states both Pollard and Rein qualify as “financial experts” under Item 407(d)(5)(ii) of Regulation S‑K.
- Meetings and attendance: FY2024 Board held 6 meetings; committees held 7 total; each director attended all Board and committee meetings for which he was a member (100% attendance).
| Committee | Members | Chair | Meetings in 2024 | Pollard Role |
|---|---|---|---|---|
| Audit | Graeme P. Rein; Wesley T. Pollard | Rein | 4 | Member; financial expert |
| Compensation | Joseph A. Staples; Wesley T. Pollard | Staples | 3 | Member |
Fixed Compensation (Director)
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Cash fees | $15,000 | FY2024 | Appointed July 1, 2024; directors paid $7,500 per quarter beginning July 1, 2024; Pollard is not a committee chair (chairs receive additional cash). |
| Stock awards (RSUs grant-date fair value) | $29,999 | FY2024 | 3,722 RSUs granted July 1, 2024 at $8.06/share grant-date price. |
| Warrant/Option awards | — | FY2024 | None. |
| Total | $44,999 | FY2024 | Sum of cash fees and stock awards. |
Performance Compensation (Director)
- Non‑employee director compensation arrangement: Annual equity grant on each annual meeting date equal to $30,000 divided by closing price; fully vests on earlier of next annual meeting, one year from grant, or immediately prior to change of control. Initial pro‑rated RSU grant for directors appointed outside an annual meeting (not applicable to nominees elected at the meeting).
| Equity Award | Grant Date | Units | Fair Value (USD) | Vesting | Pricing Basis |
|---|---|---|---|---|---|
| RSUs (annual grant) | Jul 1, 2024 | 3,722 | $29,999 | Vests Jun 13, 2025 (annual meeting) | $8.06 closing price on grant date |
| Policy terms (future grants) | On annual meeting | $30,000 ÷ stock price | N/A | Fully vests on earlier of next annual meeting, 1 year, or CoC (accelerated) | Closing price on grant date |
The Company prohibits hedging/monetization transactions (e.g., zero-cost collars, forward sales) and short sales for directors under its insider trading policy.
Other Directorships & Interlocks
- Other public company boards for Pollard: None disclosed.
- Related party transactions: “None” disclosed by the Company for directors/officers.
- Compensation consultant: The Compensation Committee has not retained a compensation consultant (no plans to retain one for 2025 at time of proxy).
Expertise & Qualifications
- Core credentials: CPA (North Carolina), Masters in Accounting (UNC Chapel Hill), BA Business Management & Economics (NC State).
- Domain expertise: 25+ years in finance, auditing, accounting; multiple CFO-level roles across private, venture-backed, and publicly traded companies; qualifies as SEC “financial expert” for audit committee duties.
Equity Ownership
| Holder | Beneficial Ownership (shares) | Ownership % | Detail |
|---|---|---|---|
| Wesley T. Pollard | 3,722 | 0.10% | Includes 3,722 RSUs that vest on Jun 13, 2025; percentage based on 3,847,743 shares outstanding as of Apr 30, 2025. |
- Vested vs. unvested: As of Apr 30, 2025, Pollard’s 3,722 RSUs vest within 60 days (June 13, 2025).
- Options/warrants: None disclosed for Pollard.
- Pledging/hedging: Hedging and short sales prohibited by insider trading policy; pledging not specifically addressed in proxy.
- Section 16 compliance: Company believes directors/officers timely filed all required Section 16(a) reports for FY2024.
Governance Assessment
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Strengths
- Independence and committee balance: Pollard is independent and sits on both Audit and Compensation Committees, supporting checks and balances.
- Financial oversight: Designated SEC “financial expert” on Audit Committee, enhancing financial reporting and controls oversight.
- Engagement: 100% attendance across Board and committee meetings in FY2024.
- Alignment mechanisms: Time‑based RSU grants for directors and hedging prohibition promote alignment and reduce misaligned risk-taking.
- No related‑party transactions disclosed: Reduces conflict risk.
-
Watch items
- Ownership “skin-in-the-game”: Beneficial ownership of ~0.10% is modest; ongoing equity grants may increase alignment over time.
- No compensation consultant: The Compensation Committee did not use an independent consultant, which can raise benchmarking concerns, though small-cap context may mitigate.
- Prior association: Pollard previously held finance leadership at ACCESS Newswire (Issuer Direct Corp) earlier in career; Board nevertheless determined independence under applicable rules (3‑year lookback).
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RED FLAGS
- None disclosed regarding related-party transactions, hedging, pledging, legal proceedings, or option repricings in the proxy.