DEF 14A of United States Antimony Corp
Filed Jun 12, 2025 · FY20240001140361-25-022268
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS
INFORMATION ON THE BOARD OF DIRECTORS
INFORMATION ON THE BOARD OF DIRECTORS The following table sets forth certain information with respect to our directors who are named in this Proxy Statement. In assessing potential directors, including those recommended by shareholders, the Board and the Nominating and Corporate Governance Committee consider a variety of factors, including, among other things, the evolving needs of the Board and the Company, the potential director’s judgment, independence, business and educational background, public service, conflicts of interest, ethics and ownership of Company stock, as well as his or her level of commitment to shareholder value creation and his or her ability and willingness to devote sufficient time to serve on the Board and to the affairs of the Company. The Board and the Nominating and Governance Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field. The term for each director, if elected, will expire at our next annual meeting or until his or her successor is appointed and qualified. The ages of the directors are shown as of June 6, 2025.
INFORMATION ON THE BOARD OF DIRECTORS
| Name | Age | Position | | Gary C. Evans | 68 | Chairman and CEO (PEO) | | Lloyd Joseph Bardswich | 80 | Director and EVP, Chief Mining Engineer | | Dr. Blaise Aguirre | 61 | Director | | Joseph A. Carrabba | 72 | Director | | Michael A. McManus | 82 | Director |
INFORMATION ON THE BOARD OF DIRECTORS
A biography of each director nominee is presented below. Each biography includes the experience (including the present principal occupation and other business experience during the last five years), qualifications, attributes and skills that led the Board to conclude that the nominee should serve as a director. While each nominee’s entire range of experience and skills is important, particular experience and skills that contribute to the effectiveness of the Board are identified below. Gary C. Evans –Chairman & CEO – Gary C. Evans joined the Board in November 2022. Mr. Evans became Chairman of our Board in July 2023 and served as Chairman and Co-CEO from March 2024 to November 2024. Mr. Evans currently serves as our Chairman and CEO since December 2024. Gary C. Evans is a serial entrepreneur and transformational leader. The Company is headquartered in Dallas, Texas, where Mr. Evans resides. Mr. Evans is also the Chairman and Chief Executive Officer of Evergreen Sustainable Enterprises, Inc. a “green” publicly held bitcoin mining company that owns a hydroelectric dam located in Costa Rica that serves as the power source for bitcoin mining. The Company is capitalizing on the intersection of sustainable energy and Bitcoin mining. Mr. Evans began investing in certain Bitcoin companies in early 2021 and is now deeply involved in the sector. Mr. Evans previously led Magnum Hunter Resources Corporation for seven years, a NYSE listed multibillion dollar public energy company specializing in unconventional resource plays predominately in the Appalachian Basin and the Eagle Ford. These assets are now part of Southwestern Energy Co. (NYSE: SWN). Mr. Evans was also founder and CEO of Eureka Hunter Holdings, LLC, a mid-stream gas gathering company transporting and managing over 1 BCF of daily natural gas volumes from wells producing in West Virginia and Ohio on approximately 200 miles of newly constructed pipeline during the similar seven-year period. Additionally, Mr. Evans previously founded and served as the Chairman and Chief Executive Officer of Magnum Hunter Resources Inc. (MHRI), a NYSE listed company, for twenty years before selling MHRI to Cimarex Energy for approximately $2.2 billion in June 2005. These assets are now part of Coterra Energy, Inc. (NYSE: CTRA). Later that year, Mr. Evans formed Wind Hunter Energy, LLC, a renewable energy company which was subsequently acquired in December 2006 by GreenHunter Energy, Inc., an emerging water resource company focusing on oil field water management and clean water technologies active in the Marcellus and Utica resource plays in Appalachia. As founder, Mr. Evans has served as Chairman and Chief Executive Officer of GreenHunter Energy, Inc. from December 2006 until May 2016, upon the sale of its assets to a private equity fund. Throughout his career, Mr. Evans has raised various forms of capital on Wall Street that has exceeded $8 billion. Mr. Evans has previously served for 24 years, last serving as an independent director of Novavax Inc., a NASDAQ-listed (“NVAX”) vaccine biotechnology company that successfully reached commercialization of a critical Covid-19 Vaccine Nuvaxovid™ (also known as NVX-CoV2373), along with its Matrix-M™ adjuvant, a deployed malaria vaccine developed in collaboration with The University of Oxford. NVAX reached a market capitalization in excess of $20 billion during the pandemic. Mr. Evans previously also served as Chairman, CEO, and Lead Director of Novavax. Mr. Evans was recognized by Ernst and Young as the Southwest Area 2004 Entrepreneur of the Year for the Energy Sector and was subsequently inducted into the World Hall of Fame for Ernst & Young Entrepreneurs. Mr. Evans was also recognized as the Energy Industry Leader of the year in 2013 and chosen by Finance Monthly in 2013 as one of the most respected CEO's. Mr. Evans was chosen as the Best CEO in the "Large Company" category by Texas Top Producers in 2013. He additionally won the Deal Maker of the Year Award in 2013 by Finance Monthly. Mr. Evans serves on the Board of the Maguire Energy Institute at Southern Methodist University (“SMU”) and has historically lectured at SMU and currently speaks on the current affairs surrounding the antimony industry. Mr. Evans also periodically speaks at various industry conferences, on radio networks, podcasts, and national television programs. Lloyd Joseph Bardswich – EVP, Chief Mining Engineer & Director - Lloyd Joseph Bardswich joined the Board in February 2021. Mr. Bardswich served as Co-CEO and director from March 2024 to November 2024. Mr. Bardswich currently serves as EVP, Chief Mining Engineer and director since December 2024. He has extensive experience in mining, mining engineering, management, drilling, metallurgy and plant design. He is a registered Professional Mining Engineer, can serve as a QP (Qualified Person) regarding reporting to NI43-101 standards and has worked as a Mine Safety Engineer, Mine Foreman, Mine Manager and Mining Consultant. Since July 15, 2015, he has served as President of L.J. Bardswich Mine Consultant Inc., a Montana S corporation which provides consulting services to the mining industry. He also served as a director of Northern Vertex Mining Corporation (TSXV-NEE) from 2010 to February 2021, when Northern Vertex Mining Corporation (TSXV - NEE) acquired Eclipse Gold Mining Corporation (EGLD - TSXV). Also, he serves as President and as a Director of Frisco Gold Corporation, an Arizona S corporation, since October 14, 2019 to the present. Dr. Blaise Aguirre – Director – Dr. Blaise Aguirre, who joined the Board in August 2019, is an Assistant Professor of Psychiatry at Harvard Medical School and is the founding Medical Director of 3East at McLean Hospital in Belmont, Massachusetts. In 2011, Dr. Aguirre was elected to the board of directors at Investors Capital Holdings, Ltd, and remained on that board until it was sold to RCS Capital Corporation. In addition, Dr. Aguirre sits on the boards of various privately held companies. He has developed and maintained relationships with institutional money managers, venture capitalists, angel investors and has developed expertise as a small cap stock analyst as a broker with series 7 and 63 securities licenses. He received his Medical Doctor’s degree in 1989 from the University of Witwatersrand, Johannesburg, South Africa, and performed his residency at Boston University School of Medicine from 1991 to 1994. Joseph A. Carrabba – Director – Joseph A. Carrabba joined the Board in February 2024. He is the Retired Chairman, President and Chief Executive Officer of Cliffs Natural Resources, Inc., formerly Cleveland-Cliffs, Inc., from May 2007 to November 2013. He also previously served as Cliffs President & CEO from 2006 to 2007 and as President and Chief Operating Officer from 2005 to 2006. Prior to these executive positions, Mr. Carrabba previously served as President and Chief Operating Officer of Diavik Diamond Mines from 2003 to 2006. He serves or has previously served on the boards of several other NYSE listed companies including Newmont Mining and Timken Steel, as well as several TSX listed companies, AECON and NioCorp.
INFORMATION ON THE BOARD OF DIRECTORS
Michael A. McManus – Director – Michael A. McManus joined the Board in August 2023. He is a recognized leader and builder of enterprises with successes as a public company CEO, senior government experience, a lawyer, new product development leader, and has served as a board member of several companies. He served as a board member of Novavax, a biotechnology company committed to help address serious infectious diseases globally through the discovery, development, and delivery of innovative vaccines to patients around the world. Mr. McManus has previously served as president, chief executive officer, and director at Misonix, Inc., a medical, scientific, and industrial provider of ultrasonic and air pollution systems, since 1998. Prior to that tenure, he was president and chief executive officer at New York Bancorp Inc. from 1991 to 1998. From 1990 through November 1991, Mr. McManus was president and chief executive officer at Jamcor Pharmaceuticals Inc. Previously, Mr. McManus served as an assistant to the President of the United States from 1982 to 1985 and held positions with Pfizer Inc. and Revlon Group. Mr. McManus received a BA in economics from the University of Notre Dame and a JD from the Georgetown University Law Center. He served in the US Army Infantry from 1968 through 1970. He is also a recipient of the Ellis Island Medal of Honor.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Board of Directors
Board of Directors The Board conducts its business through Board meetings and through its committees. The Board is composed of five directors.
Director Compensation
Director Compensation The following table provides information related to compensation of our non-employee directors for the year ended December 31, 2024:
Director Compensation
| Name | Fees Earned or paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | Dr. Blaise Aguirre, Director | $127,001 | $55,000 | $80,000 | $262,001 | | Joseph A. Carrabba, Director | $108,997 | $27,500 | $40,000 | $176,497 | | Michael A. McManus, Director | $133,000 | $55,000 | $80,000 | $268,000 |
Director Compensation
The fees earned by our directors follow the results of a study prepared by an independent firm using peer data, among other things, to determine market pay for our directors and can be calculated as follows: $65,000 annual retainer for each Board member, $70,000 additional annual retainer for the chairman, $30,000 additional annual retainer for the lead director, $20,000, $13,500, and $13,500 additional annual retainers for the chairs of the audit, compensation, and nominating and governance committees, respectively, $10,000, $7,500, and $5,000 additional annual retainer for each member of the audit, compensation, and nominating and governance committees, respectively, $2,500 for each Board member for attending each Board meeting, $2,000 for the audit committee chair for attending each audit committee meeting, $1,500 for each audit committee member for attending each audit committee meeting, and $1,500 for each compensation and nominating and governance committee chair and member for attending each compensation and nominating and governance committee meeting.
Summary Compensation Table
Summary Compensation Table The following table provides a summary of annual compensation of the Company’s NEOs for the years ended December 31, 2024 and 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Gary C. Evans, Chairman and CEO(1) | 2024 | $— | $200,000 | $165,000 | $120,000 | $173,740 | $658,740 | | | 2023 | $— | $— | $— | $— | $150,612 | $150,612 | | Lloyd Joseph Bardswich, Director & EVP, Chief Mining Engineer(2) | 2024 | $12,692 | $100,000 | $110,000 | $80,000 | $89,167 | $391,859 | | | 2023 | $— | $— | $— | $— | $95,460 | $95,460 | | Richard R. Isaak, SVP, Chief Financial Officer(3) | 2024 | $174,635 | $150,000 | $44,000 | $64,000 | $9,856 | $442,491 | | | 2023 | $107,692 | $— | $— | $— | $1,958 | $109,650 | | John C. Gustavsen, President of Antimony Division(3) | 2024 | $171,538 | $100,000 | $66,000 | $80,000 | $11,105 | $428,643 | | | 2023 | $140,994 | $— | $— | $— | $10,642 | $151,636 |
Summary Compensation Table
| (1) All other compensation in 2024 represents fees paid for Board services ($167,084) and health insurance costs paid by the Company ($6,656). All other compensation in 2023 represents fees paid for Board services. |
Summary Compensation Table
| (2) Salary earned in 2024 as EVP was for the month of December 2024. All other compensation in 2024 and 2023 represents fees paid for Board services. |
Summary Compensation Table
| (3) All other compensation represents health insurance costs paid by the Company. |
Summary Compensation Table
Compensation for all NEOs, including the CEO position, is approved by the Compensation Committee of the Board. The Compensation Committee follows, among other things, the peer group data and advice of an independent compensation consulting firm in reviewing the CEO’s compensation recommendations for executives and determining their compensation, and for determining the compensation of the CEO. The material compensation components of NEOs include salary, bonus, and equity awards. The following table provides information related to outstanding awards held by our NEOs as of December 31, 2024:
Summary Compensation Table
| Name and Principal Position | Number of Securities Underlying Unexercised Options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Value of Shares or Units of Stock that have not Vested ($) | | Gary C. Evans, Chairman and CEO | 750,000 | $0.22 | 3/1/2027 | 500,000 | $885,000 | | Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director | 500,000 | $0.22 | 3/1/2027 | 333,333 | $589,999 | | Richard R. Isaak, SVP, Chief Financial Officer | 400,000 | $0.22 | 3/1/2027 | 133,333 | $235,999 | | John C. Gustavsen, President of Antimony Division | 500,000 | $0.22 | 3/1/2027 | 200,000 | $354,000 |
Pay versus Performance
Pay versus Performance The following table shows the past three fiscal years’ total compensation for the NEOs as set forth in the Summary Compensation Table, the total compensation actually paid to the NEOs, the Company’s total shareholder return (“TSR”), and the Company’s net income (loss).
Pay versus Performance
| Year | Summary Compensation Table Total for PEO(1) $ | Compensation Actually Paid to PEO(2) $ | Average Summary Compensation Table Total for Other NEOs(3) $ | Average Compensation Actually Paid to Other NEOs(2) $ | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) $ | Net Income (Loss)(5) $ | | 2024 | $658,740 | $2,498,740 | $420,998 | $1,428,108 | $340.38 | ($1,730,404) | | 2023 | $151,636 | $151,636 | $112,365 | $112,365 | $48.08 | ($6,348,287) | | 2022 | $111,250 | $111,250 | $102,875 | $102,875 | $94.23 | $428,661 |
Pay versus Performance
| (1) Represents the amounts reported in the Total column of the Summary Compensation Table for the PEO, who was Gary C. Evans for 2024 and John C. Gustavsen for 2023 and 2022. |
Pay versus Performance
| (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine compensation “actually paid” in the Pay versus Performance table. Compensation “actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a valuation calculated under applicable SEC rules. In general, compensation “actually paid” is calculated as summary compensation table total compensation adjusted to (a) include the value of any pension benefit (or loss) attributed to the past fiscal year, including on account of any amendments adopted during such year; and (b) include the fair value of equity awards attributed to the past fiscal year factoring in dividends and interest accrued with respect to such awards. For purposes of this disclosure, no pension valuation adjustments were required for any year presented and there were no equity awards in fiscal years 2023 and 2022. The following table provides the calculation of compensation actually paid to the PEO and other NEOs for fiscal year 2024: |
Pay versus Performance
| Year | Executives | Summary Compensation Table Total $ | Deduct Reported Value of Equity Awards(a) $ | Add Equity Award Adjustments(b) $ | Compensation Actually Paid $ | | 2024 | PEO | $658,740 | ($285,000) | $2,125,000 | $2,498,740 | | 2024 | Other NEOs | $420,998 | ($148,000) | $1,155,110 | $1,428,108 |
Pay versus Performance
| (a) The amounts in this column represent the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for fiscal year 2024. |
Pay versus Performance
| (b) The amounts added or deducted in calculating the equity award adjustments for fiscal year 2024 were as follows: |
Pay versus Performance
| Year | Executives | Year-end fair value of equity awards granted during the year $ | Year over year change in fair value of outstanding and unvested equity awards $ | Fair value as of vesting date of equity awards granted and vested during the year $ | Year over year change in fair value of equity awards granted in prior years that vested during the year $ | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year $ | Total equity award adjustments $ | | 2024 | PEO | $2,070,000 | $0 | $55,000 | $0 | $0 | $2,125,000 | | 2024 | Other NEOs | $1,130,666 | $0 | $24,444 | $0 | $0 | $1,155,110 |
Pay versus Performance
| (3) Represents an average of the amounts reported in the Total column of the Summary Compensation Table for the other NEOs. The average for 2024 included Lloyd Joseph Bardswich, Richard R. Isaak and John C. Gustavsen. The average for 2023 included Richard R. Isaak and Kelly J. Stopher. The average for 2022 included Russell C. Lawrence and Kelly J. Stopher. |
Pay versus Performance
| (4) TSR is determined based on the value of an initial fixed investment of $100 at the end of the 2021 fiscal year. |
Pay versus Performance
| (5) Represents net income (loss) as reported in the consolidated financial statements included in our 2024 Annual Report on Form 10-K/A and our 2023 Annual Report Form 10-K. |
Pay versus Performance
Total shareholder return and net income are two of the factors used to evaluate the performance of our NEOs. In addition, successful completion of various initiatives to improve the Company, such as growing our antimony business and building effective teams, are also factors used to evaluate the performance of our NEOs. Most of these factors span beyond one year. All of these factors have periodic milestones and are used to determine the compensation of our NEOs.