Joanna Massey
About Joanna Massey
Dr. Joanna Massey (age 57) has served on KULR’s board since June 7, 2021 and was appointed Lead Director on November 1, 2022, bringing three decades of governance, crisis communications, and M&A integration expertise; her education includes a BA in Journalism (USC), MBA (USC), Graduate Certificate in Corporate Finance (Harvard), MA in Clinical Psychology (Antioch), PhD in Psychology (Sofia University), and an MS in Legal Studies from Cornell Law with an expected 2025 conferment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Condé Nast | Head of Communications | 2017–2019 | Led internal/external communications; corporate turnaround from print to video |
| Lionsgate | Senior Vice President | 2015–2017 | Managed quarterly reporting, M&A, crisis communications across global businesses |
| CBS, Discovery, Viacom, Hasbro | Corporate communications executive | Not disclosed (multi-year career) | Global brand reputation management; crisis and change management |
| The Marketing Communications Think Tank | CEO | Since May 2021 | Advisory and executive training work |
| Columbia University | Adjunct professor (graduate corporate communication) | Since 2019 | Teaching and thought leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thumzup Media Corporation | Board of Advisors (2023–), Director (since Oct 2024) | 2023–present (Advisory); 2024–present (Director) | Not disclosed |
| Hollywood Foreign Press Association | Independent Director | Since Sep 2021 | Not disclosed |
| TessPay, Inc. | Chairman of the Board (prior) | Not disclosed | Fintech; blockchain-based payments |
| J.D. Massey Associates, Inc. | Management Consultant | Ongoing | Governance and ERM advice to micro/small/mid-cap companies |
Board Governance
- Independence: Designated independent director (asterisk) and Lead Director . Audit and Compensation Committees affirm members meet SEC and NYSE American independence criteria .
- Committee assignments (2025 slate): Lead Director; Audit Committee member; Compensation Committee member; Chair of Nominating & Corporate Governance Committee .
- Chair roles history: Served as Chair of Compensation Committee prior to Aron Schwartz joining the board on June 6, 2025; currently chairs Nominating & Corporate Governance .
- Attendance: Board met 7 times in 2024 with 100% attendance by all directors and committees; executive sessions held at each regular meeting, with Audit Committee also meeting quarterly in executive session with the auditor .
- Lead Director responsibilities: Schedules board meetings, sets agendas, and ensures sufficient information flow from management; principal liaison between non-employee directors and the CEO within a combined Chair/CEO structure .
Fixed Compensation
| Component | Amount/Detail | Date(s) | Notes |
|---|---|---|---|
| Lead Director annual cash retainer | $150,000 | Established Nov 1, 2022; in effect through 2024 year-end | Lead Director designation |
| Non-Lead Independent Director cash retainer (for comparison) | $70,000 | As of Nov 1, 2022 per 2025 proxy | Reduced vs. $95,000 disclosed in 2024 proxy |
| RSU grant (Lead & non-Lead) | 17,500 RSUs; vest 4,375 quarterly; 13,125 vested by Dec 31, 2024 | Granted Nov 1, 2022 | Shares reflect 1-for-8 reverse split on June 23, 2025 |
| Immediate stock grant (Lead Director) | 1,875 shares, fully vested | Nov 1, 2022 | Reverse split in effect for reporting |
| Director equity grants (2024) | 37,500 shares vest 7,500 quarterly (Dec 31, 2022 first vest); additional 15,000 shares granted Apr 12, 2024; 140,000 shares grant to all independent directors on Apr 15, 2024 (35,000 vest on Jun 30, 2024; remainder quarterly) | 2022–2024 | Pre–reverse split share counts |
The 2025 proxy includes adoption of a new 2025 Equity Incentive Plan with a non-employee director annual grant value cap of $600,000 .
Performance Compensation
- Director-specific performance metrics: Not expressly tied to Joanna Massey’s director compensation in disclosures .
- Company equity plan mechanics and performance criteria (available under the 2025 Plan and may apply to all participants, including directors at the Committee’s discretion) :
| Performance Metric Category (examples per plan) | Description |
|---|---|
| Earnings-based | EPS; net income; operating income; EBIT/EBITDA including variants (pre/post certain items) |
| Growth/returns | Revenues/margins; ROA/ROE/ROIC; economic value added; TSR |
| Cash/working capital | Operating cash flow; free cash flow; working capital management |
| Strategic execution | M&A, divestitures; market entry; customer retention; strategic plan implementation |
| Capital structure | Debt reduction; Fair Market Value of shares |
- Change-of-control treatment (Plan-level): Service-vesting awards accelerate at change-in-control unless assumed/continued; performance awards may vest based on actual or target; director awards subject to clawback per policy and plan terms .
Other Directorships & Interlocks
| Company/Entity | Public Company Status | Potential Interlock/Conflict with KULR |
|---|---|---|
| Thumzup Media Corporation | Not disclosed in proxy | No KULR-related conflict disclosed |
| Hollywood Foreign Press Association | Not disclosed in proxy | No KULR-related conflict disclosed |
| TessPay, Inc. | Not disclosed in proxy | No KULR-related conflict disclosed |
No related-party transactions involving Joanna Massey are disclosed; related-party transactions over $120,000 were not reported for directors/officers during the period covered, with Audit Committee oversight procedures described .
Expertise & Qualifications
- Governance and risk: Advises boards and CEOs on enterprise risk, governance, whistleblower issues, and crisis responses .
- Communications and M&A integration: Led communications and integration at major media enterprises; branded change management expertise .
- Academic credentials: Advanced degrees spanning business, finance, psychology, and legal studies .
- Board leadership: Lead Director responsibilities in a combined Chair/CEO structure .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Detail/Breakdown |
|---|---|---|---|
| Joanna Massey | 27,813 shares | Less than 1% | 2,500 (granted Jun 7, 2021); 4,688 (granted Nov 1, 2022); 19,375 (granted Apr 15, 2024); 1,250 (open-market purchases) |
- 2024 note: A 75,000-share RSU award was outstanding and did not vest/settle within 60 days as of Sept 24, 2024 (pre–reverse split) .
- Section 16(a) compliance: Directors and officers complied with Section 16(a) reporting requirements in 2024 (no exceptions noted for Joanna) .
Governance Assessment
- Board effectiveness: 100% attendance in 2024 across board and committees, with regular executive sessions and quarterly audit firm executive sessions—signals strong engagement .
- Committee leadership and independence: Massey’s roles across key committees (current Nominating Chair; prior Compensation Chair) and Audit/Comp independence affirm robust governance involvement .
- Shareholder support signals:
- 2024 Director election: Joanna D. Massey received 114,246,130 “For” votes vs. 1,906,973 “Withheld” (broker non-votes 46,286,555) .
- 2023 Director election: 48,836,885 “For”; 2,014,999 “Abstained”; 16,609,836 broker non-votes .
- 2024 Say-on-Pay: 113,102,427 “For”; 2,494,311 “Against”; 556,365 “Abstained”; 46,286,555 broker non-votes .
- Compensation alignment: Lead Director’s mix includes cash retainer and time-based RSUs; no performance-conditioned director awards disclosed; plan-level cap ($600,000) and clawback coverage mitigate pay inflation and misalignment risks .
- Potential governance red flags and mitigants:
- Combined Chair/CEO with super-voting Series A shares held by CEO (100 votes per share; directors/officers collectively hold ~72% of voting power at the 2025 record date) may concentrate control; presence of a Lead Director and independent committees provides oversight counterbalance .
- No pledging/hedging or related-party transactions disclosed for Massey—reduces conflict risk .
- Active committee rotations (e.g., Compensation Chair transition to a new director mid-2025) reflect ongoing governance calibration .
Director Compensation (Contextual Summary)
- Year-over-year changes: Non-Lead Director cash retainer shown as $95,000 in 2024 proxy vs. $70,000 in 2025 proxy; Lead Director retainer steady at $150,000; equity grants present in both periods with varying sizes and schedules (note reverse split in 2025 reporting) .
- Clawback policy: Adopted Nov 29, 2023; all awards subject to policy and 2025 Plan clawback provisions .
- Meeting fees/committee chair fees: Not specifically disclosed for Massey beyond role-based retainers and equity .