DEF 14A of USA Rare Earth, Inc.
Filed Apr 23, 2026 · FY20250001213900-26-047155
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS Under our Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws (the “Bylaws”), the directors of the Board are elected annually at each meeting of stockholders. There are currently eight directors serving on the Board. Mordechai Gutnick and General Paul Kern will not stand for re-election at the Annual Meeting. Accordingly, the Board has voted to reduce its size to six directors effective immediately before the Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has considered and nominated the following slate of director nominees, each for a one-year term expiring at the Company’s 2027 annual meeting of stockholders: Michael Blitzer, Dr. Thomas Caulfield, Barbara Humpton, Otto Schwethelm, Michael Senft and Carolyn Trabuco. As disclosed in our Current Report on Form 8-K filed on April 20, 2026, on April 19, 2026, we entered into a definitive agreement and plan of merger, by and among the Company, Middlebury Sub Ltd. (“Merger Sub”), SVRE Holdings Ltd. (“SVRE”) and Serra Verde Rare Earths Ltd., pursuant to which SVRE will merge with and into Merger Sub, with Merger Sub surviving as an indirect, wholly owned subsidiary at the Company (the “Acquisition”). In connection with the Acquisition, we agreed that upon the consummation of the Acquisition we would add two nominees of Serra Verde Rare Earths Ltd. to the Board. Accordingly, in connection with the consummation of the Acquisition, we intend to increase the size of our Board from six directors to eight and add two additional directors to the Board. The Acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals. It is intended that the proxies delivered pursuant to this solicitation will be voted by the proxy holders in favor of the election of each of the six nominees, except where proxies bear contrary instructions. Each of the director nominees has agreed to stand for election and has indicated they are willing to serve as a member of the Board. In the event that any of these director nominees should become unavailable for election due to any presently unforeseen reason, the proxy holders will have the right to use their discretion to vote for substitute nominee(s).
NOMINEES FOR ELECTION TO THE BOARD IN 2026
NOMINEES FOR ELECTION TO THE BOARD IN 2026 The following information describes the age, offices held, other business directorships and other background information for each director nominee. We believe that our director nominees collectively provide an appropriate mix of experience and skills relevant to the size and nature of our business. Information regarding each nominee’s beneficial ownership of equity securities is shown under “Security Ownership of Certain Beneficial Owners and Management of the Company” below. Michael Blitzer, 48. Michael Blitzer has served as Chairman of our Board since March 2023 when the Company was named Inflection Point Acquisition Corp. II (“Inflection Point”). Mr. Blitzer served as Inflection Point’s Chief Executive Officer from March 2023 until the closing of the merger in March 2025 pursuant to which IPXX Merger Sub, LLC, a direct wholly owned subsidiary of Inflection Point, merged with and into USA Rare Earth, LLC, with USA Rare Earth, LLC being the surviving company (the “Merger”). Mr. Blitzer currently sits on the board of directors of Intuitive Machines, Inc. (Nasdaq: LUNR) where he chairs the compensation committee and is a member of the audit committee. Mr. Blitzer also serves on the board of directors of Merlin Labs, Inc. (Nasdaq: MRLN) as lead independent director and chair of the nomination & governance committee. Mr. Blitzer has served as the Chairman and CEO of Inflection Point Acquisition Corp. III (Nasdaq: IPCX), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025, since October 2024, as the Chairman and Chief Executive Officer of Inflection Point Acquisition Corp. V, a special purpose acquisition company (Nasdaq: IPEX) which has announced a business combination with GoWell, since September 2025, and as the Chairman of Inflection Point Acquisition Corp. VI, a special purpose acquisition company (Nasdaq: IPFX), since December 2025. Mr. Blitzer is also the Chairman and CEO of Inflection Point Asset Management, the financial sponsor of strategically important assets in the critical infrastructure and national security industries, since 2024. He was the founder and CEO of Kingstown Capital Management, which he founded in 2004 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations until 2021. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. He holds an M.B.A. from Columbia Business School and a B.S. from Cornell University. We believe Mr. Blitzer is qualified to serve as a director due to his extensive public and private company experience. Thomas Caulfield, 67. Dr. Thomas Caulfield has served as a director on our Board since March 2026. He is the Executive Chairman for GLOBALFOUNDRIES Inc. (“GF”) and was previously President and Chief Executive Officer of GF from 2018 to April 2025. As Chief Executive Officer he led the company’s initial public offering in October 2021, which was not only the largest semiconductor initial public offering in history at that time, but also the largest initial public offering across all of Nasdaq that year. He joined GF in May 2014 as Senior Vice President and General Manager of the company’s Fab 8 semiconductor wafer manufacturing facility in Malta, NY. Dr. Caulfield led operations, process development, and the expansion and ramp-up of semiconductor manufacturing production. He has an extensive career spanning over 30 years of engineering, executive management and global operational leadership with leading technology companies. Prior to joining GF, Dr. Caulfield served as President and Chief Operations Officer at Soraa from May 2012 to May 2014, the world’s leading developer of GaN on GaNTM (gallium nitride on gallium nitride) solid-state lighting technology. Dr. Caulfield has also served as Executive Vice President of Sales, Marketing and Customer Service at Novellus Systems, Inc. and worked 17 years at IBM in a variety of senior leadership roles, ultimately serving as vice president of 300mm semiconductor operations for IBM’s Microelectronics division, leading its wafer fabrication and R&D operations in East Fishkill, NY. He currently serves as a member of the board of directors for Sandisk Corporation (following its spinoff from Western Digital) and was a Trustee for Union College from 2018 to 2025. Previously, he served as a board member of Western Digital Corporation from 2021 to February 2025. In May 2025, Dr. Caulfield was awarded the prestigious Thomas Egleston Medal by Columbia University, honoring his distinguished leadership and groundbreaking contributions to engineering innovation in the semiconductor industry. Dr. Caulfield earned a Bachelor of Science in Physics from St. Lawrence University before entering Columbia University’s Fu Foundation School of Engineering and Applied Science, where he earned both his Bachelor and Master of Science in Materials Science and Engineering as well as a Doctorate in Materials Science and Engineering. Dr. Caulfield was also a postdoctoral fellow at Columbia’s Engineering Center for Strategic Materials. We believe Dr. Caulfield is qualified to serve as a director due to his extensive public and private company industrial experience as well as his background in materials science. Barbara Humpton, 65. Barbara Humpton is our Chief Executive Officer. Prior to joining the Company in October 2025, Ms. Humpton served as President and Chief Executive Officer of Siemens USA. Prior to being named President and Chief Executive Officer of Siemens USA in 2018, Ms. Humpton served as President and Chief Executive Officer of Siemens Government Technologies and was responsible for implementing Siemens products and services for federal government agencies and departments. Prior to joining Siemens in 2011, Ms. Humpton served as a Vice President at Booz Allen Hamilton and was a Vice President and Director at Lockheed Martin Corporation. Ms. Humpton serves on the board of MARA Holdings, Inc. She previously served on the boards of Fluence Energy Inc. and Triumph Group Inc. Ms. Humpton received her BS in Mathematics from Wake Forest University. We believe Ms. Humpton is qualified to serve as a director due to her extensive public and private company experience. Otto C. Schwethelm, 71. Otto Schwethelm has served as a director on our Board since the Merger. Mr. Schwethelm is the Founder and Principal of Schwethelm Financial LLC, a financial advisory and consulting firm where he has served since 2017. Currently, Mr. Schwethelm serves on the board of directors for Paint Rock Bancshares and First State Bank of Paint Rock, positions he has held since December 2020. With over 45 years of experience in the industry, Mr. Schwethelm has held significant positions such as CFO at Capital Precast Holdings LLC (from October 2022 to October 2024), MP Materials (from December 2017 to November 2019), M.S. Al Suwaidi Industrial Services Ltd., OQ (formerly Oman Oil Refineries and Petroleum Industries Company), and Tesoro Corporation. He has also been actively involved in various non-profit organizations, including Schreiner University, Peterson Health, Junior Achievement of South Texas, and San Antonio Sports Foundation. Mr. Schwethelm holds credentials as a Certified Public Accountant (licensed in Texas), Certified Internal Auditor, and Certified Fraud Examiner. He earned his Bachelor of Business Administration degree in Accounting from the University of Texas at Austin. We believe Mr. Schwethelm is qualified to serve as a director due to his extensive experience in the rare earth industry.
NOMINEES FOR ELECTION TO THE BOARD IN 2026
Michael Senft, 67. Michael Senft has served as a director on our Board since the Merger. Mr. Senft is a former CFO and investment banker who has served on multiple public company boards. Mr. Senft is currently the lead independent director for Molekule Group, Inc., a position he has held since 2020, and a senior advisor to Critical Response Group, a position he has held since 2019. Mr. Senft’s former positions include serving as an executive advisor to Lilium N.V. in 2023, and as the lead independent director at AeroClean Technologies, Inc. from 2019 until its merger with Molekule Group, Inc. in 2023. Earlier in his career, he was a director at B/E Aerospace, Inc. and CFO of KLX, Inc., a B/E Aerospace, Inc. spin-off, until its acquisition by The Boeing Company in 2018. Mr. Senft was an investment banker for over 30 years, including roles at Moelis & Company, CIBC World Markets Corp., and Merrill Lynch & Co. Mr. Senft received his Bachelor of Arts degree in Economics from Princeton University and his Master of Business Administration degree from the Stern School of Business at New York University. We believe Mr. Senft is qualified to serve as a director due to his extensive public and private company experience. Carolyn Trabuco, 57. Carolyn Trabuco has served as a director on our Board since the Merger. Ms. Trabuco is a business and finance professional in the fields of global equity research, strategic advisory, commodities and corporate governance. She has over 25 years of global growth investing and fund management experience, including over 10 years specializing in the metals, mining, and resources sectors. Ms. Trabuco is co-founder of Azul Brazilian Airline, listed on the BOVESPA and the New York Stock Exchange in 2017, and served on its board of directors from 2008 until 2025. Ms. Trabuco also serves on the boards of Merlin Labs Inc.; Athena Technology Acquisition Corp. II, a special purpose acquisition company which has announced a business combination with Ace Green Recycling since December 2024; as well as Inflection Point Acquisition Corp. V, a special purpose acquisition company which has announced a business combination with GoWell, since September 2025; and Inflection Point Acquisition Corp. VI. Ms. Trabuco’s former public company board service includes Critical Metals Corp., formerly known as Sizzle Acquisition Corp., and Shimmick Corp. She served as the chief financial officer of Inclusively from 2021 to 2022. She is also the founder of Thistledown Advisory Group, LLC, a strategic advisory firm, a position she has held since 2017. Earlier in her career, she worked at various asset management firms as an equity research analyst and portfolio manager including Phibro Trading, Pequot Capital, Wells Fargo, Montgomery Securities and Fidelity Investments. She is an adjunct professor of finance at Sacred Heart University. Ms. Trabuco holds a bachelor’s degree in art history from Georgetown University and a master’s degree in public administration from Sacred Heart University. We believe Ms. Trabuco is qualified to serve as a director due to her extensive financial markets and investor background and public company board experience.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of the Company’s named executive officers for the years ended December 31, 2025 and December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Barbara Humpton(5) | 2025 | 167,308 | — | 11,536,719 | — | 627 | 11,704,645 | | Chief Executive Officer | | | | | | | | | Joshua Ballard(6) | 2025 | 351,346 | — | 4,637,862 | — | 526,879 | 5,516,087 | | Former Chief Executive Officer | 2024 | 8,654 | — | — | — | — | 8,654 | | William Robert Steele Jr.(7) | 2025 | 311,539 | 246,181 | 4,245,589 | — | 23,962 | 4,827,271 | | Chief Financial Officer | | | | | | | | | David Kronenfeld(8) | 2025 | 305,000 | 195,000 | 1,622,238 | — | 120,192 | 2,242,430 | | Former Chief Legal Officer | 2024 | 260,000 | 65,000 | — | 35,268 | 108,400 | 468,668 |
Summary Compensation Table
____________ (1) The amount in this column reflects the amount of base salary earned for fiscal years 2025 and 2024 by the named executive officers. See “— Base Salaries” below for more details regarding the named executive officers’ salaries. (2) The amounts for each year shown were paid to the employee in the following year (e.g., 2025 Bonuses were earned in 2025 and paid to the employee in 2026). (3) Amount represents the aggregate grant date fair value of restricted stock awards or stock option awards granted during 2024 and 2025 computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“Topic 718”). The assumptions made in the valuation are found in Note 1 and Note 8 to our December 31, 2025 audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (4) Amounts in this column include matching 401(k) contributions. (5) Ms. Humpton was hired as Chief Executive Officer of the Company on October 1, 2025. (6) Mr. Ballard was hired as Chief Executive Officer of the Company on December 16, 2024. Mr. Ballard resigned as Chief Executive Officer of the Company on October 1, 2025 and entered into a separation agreement with the Company. See “— Narrative to Summary Compensation Table — Appointment of Certain Named Executive Officers and Departure of Certain Named Executive Officers” for additional information on the separation agreement. Mr. Ballard’s severance payments are reflected in “All Other Compensation.” (7) Mr. Steele was hired as Chief Financial Officer of the Company on March 24, 2025. (8) Mr. Kronenfeld previously served as the Chief Legal Officer. Mr. Kronenfeld received additional compensation of $100,000 and $100,000 in 2024 and 2025, respectively, related to the successful signing of the agreement for the Merger in 2024 and successful completion of the Merger in 2025, which payments are reflected in “All Other Compensation.”
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of equity awards held by each named executive officer that were outstanding as of December 31, 2025. All such awards were granted under the Company’s Omnibus Plan.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Stock Awards | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(9) | | Barbara Humpton | 10/1/25(1) | 250,662 | 2,982,878 | | | 10/1/25(1) | 313,327 | 3,728,591 | | | 10/1/25(2) | 62,666 | 745,725 | | Joshua Ballard | 8/13/25(3) | 90,992 | 1,082,805 | | | 8/13/25(4) | 181,984 | 2,165,610 | | William Robert Steele Jr. | 10/1/25(2) | 62,666 | 745,725 | | | 8/13/25(5) | 90,992 | 1,082,805 | | | 8/13/25(6) | 90,992 | 1,082,805 | | David Kronenfeld | 12/19/25(7) | 11,095 | 132,031 | | | 8/13/25(6) | 27,298 | 324,846 | | | 8/13/25(5) | 40,947 | 487,269 | | | 8/13/25(8) | 18,199 | 216,568 |
Outstanding Equity Awards at Fiscal Year-End
____________ (1) Represents RSUs that vest ratably over three years in 33 1/3% tranches, beginning on October 1, 2026. (2) Represents RSUs that vest ratably over two years in 50% tranches, beginning on October 1, 2026. (3) Represents RSUs that were to vest ratably over two years in 50% tranches. Such RSUs vested on an accelerated basis on January 1, 2026 in connection with Mr. Ballard’s separation from service. (4) Represents RSUs that were cancelled on October 1, 2025 in connection with Mr. Ballard’s separation from service. (5) Represents RSUs that vest ratably over three years in 33 1/3% tranches, beginning on May 20, 2026. (6) Represents RSUs that vest ratably over two years in 50% tranches, beginning on May 20, 2026. (7) Represents RSUs that vest ratably over three years in 33 1/3% tranches, beginning on December 1, 2026. (8) Represents RSUs that vest fully on May 20, 2026. (9) Based on the market value of shares as of December 31, 2025.
Director Compensation
Director Compensation In fiscal year 2025 and pursuant to our director compensation policy, our non-employee directors were eligible to receive (i) annual cash retainers in the amount of $60,000 in respect of Board membership, $10,000 in respect of service as a member of the Audit Committee (or $20,000 in respect of service as the chair of the Audit Committee), $7,500 in respect of service as a member of the Compensation Committee (or $15,000 in respect of service as the chair of the Compensation Committee) and $5,000 in respect of service as a member of the Nominating and Corporate Governance Committee (or $10,000 in respect of service as the chair of the Nominating and Corporate Governance Committee) and (ii) equity awards in the form of RSUs. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof. In fiscal 2025, each Board member received a special one-time RSU “founder” grant valued at $200,000, and each non-employee Board member received a special one-time RSU grant valued at $75,000 in recognition of their substantial contributions to our acquisition of Less Common Metals Ltd. Individuals who served as non-employee directors of the Company during the fiscal year 2025 were awarded the following compensation. Employee directors are not compensated for their additional service provided to the Board and thus are not included in the table below.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1),(2) | Total ($) | | Michael Blitzer | 91,818 | 610,950 | 702,768 | | Mordechai Gutnick | 51,895 | 610,950 | 662,845 | | Paul Kern | 57,883 | 610,950 | 668,833 | | Otto Schwethelm | 69,859 | 610,950 | 680,809 | | Michael Senft | 63,871 | 610,950 | 674,821 | | Tready Smith(3) | 47,903 | 610,950 | 658,853 | | Carolyn Trabuco | 67,862 | 610,950 | 678,813 |
Director Compensation
____________ (1) The aggregate number of RSUs outstanding at December 31, 2025 for our directors was as follows: 35,537 RSUs outstanding for Michael Blitzer, 35,537 RSUs outstanding for Mordechai Gutnick, 35,537 RSUs outstanding for Paul Kern, 35,537 RSUs outstanding for Otto Schwethelm, 35,537 RSUs outstanding for Michael Senft, 35,537 RSUs outstanding for Tready Smith, and 35,537 RSUs outstanding for Carolyn Trabuco. (2) Amount represents the aggregate grant date fair value of incentive units computed in accordance with Topic 718. The assumptions made in the valuation are found in Note 1 and Note 8 to our December 31, 2025 audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (3) Tready Smith resigned from the Board in March 2026.