DEF 14A of Idaho Strategic Resources, Inc.
Filed May 20, 2024 · FY20230001654954-24-006670
What Happens if a Director Nominee is Unable to Serve?
What Happens if a Director Nominee is Unable to Serve? We do not know of any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, the Board can either nominate a different individual or reduce the Board’s size. If the Board nominates a different individual, the shares represented by all valid proxies will be voted for that nominee.
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS
2023 Executive Compensation Decisions
2023 Executive Compensation Decisions Typically, the principal executive officer of the Company makes recommendations to the compensation committee, comprised of three independent board members, concerning individual salary levels, bonuses, equity incentives and other forms of compensation for all of the executive officers other than himself, which are then reviewed and submitted to the full board for approval. The compensation committee makes its own recommendation concerning the principal executive officer’s salary, bonus and other types of compensation. During 2023, the Compensation Committee, in consultation with the Named Executive Officers decided to increase the annual salary of the Company’s President and CEO, John Swallow from $175,000 to $192,000, the Company’s Vice President Grant Brackebusch from $175,000 to $192,000 and Vice President, Robert Morgan from $135,000 to $150,000 effective December 1, 2023. In setting these salary amounts the Compensation Committee noted that the salary of the named executive officers remained below the average salaries of comparable positions in peer group companies. In 2022, the Company’s Chief Executive Officer, John Swallow forfeited existing stock options to further the Company’s objectives and award additional stock options to employees. On September 6, 2022, Idaho Strategic Resources granted an aggregate of 165,000 options under the 2014 Equity Incentive Plan including a total of 9,000 options to our Named Executive Officers. The 9,000 options granted have a three-year life, exercise price of $5.25 per share and had a total grant date fair value of $27,571, based upon a Black-Scholes model with a volatility of 89.3%, and a risk-free interest rate of 3.55%. In the future, our officers and directors may receive additional equity-based awards pursuant to the 2023 Equity Incentive Compensation Plan; however, no awards have been granted under the 2023 Equity Incentive Compensation Plan. In 2021, of our shareholders who voted, 99.2% voted in favor of our executive compensation program. The Board and the Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, the Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program.
Employment Agreements and Change in Control
Employment Agreements and Change in Control None of our Named Executive Officers have ongoing employment agreements or agreements containing Change in Control provisions.
Executive Officer Summary Compensation Table
| Name & Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards ($) | Option Awards(2) ($) | Nonequity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | John Swallow | 2023 | 167,042 | - | - | - | - | - | - | 167,042 | | President, CEO & Chairman | 2022 | 125,000 | 4,728 | - | 9,190 | - | - | - | 138,918 | | | 2021 | 125,000 | 6,975 | - | 48,046 | - | - | - | 180,021 | | Grant Brackebusch | 2023 | 175,375 | - | - | - | - | - | - | 175,375 | | CFO & Vice President | 2022 | 150,000 | 4,728 | - | 9,190 | - | - | - | 163,918 | | | 2021 | 150,000 | 6,975 | - | 48,046 | - | - | - | 205,021 | | Robert Morgan | 2023 | 140,625 | - | - | - | - | - | - | 140,625 | | Vice President of Exploration | 2022 | 123,958 | - | - | 9,190 | - | - | - | 133,148 | | | 2021 | 100,000 | - | - | 48,046 | - | - | - | 148,046 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End As of December 31, 2023, 69,858 Options to purchase common stock were vested and outstanding to Directors Grant Brackebusch, John Swallow, Kevin Shiell, and Richard Beaven.
Outstanding Equity Awards at Fiscal Year-End
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | John Swallow, CEO | 3,000(3) | - | - | $5.25 | 9/5/2025 | - | - | - | - | | | 14,286(1) | - | - | $5.60 | 10/19/2024 | - | - | - | - | | Grant Brackebusch, CFO | 7,143(2) | - | - | $5.60 | 10/19/2024 | - | - | - | - | | | 3,000(3) | - | - | $5.25 | 9/5/2025 | - | - | - | - | | | 14,286(1) | - | - | $5.60 | 10/19/2024 | - | - | - | - | | Robert Morgan, VP | 7,143(2) | - | - | $5.60 | 10/19/2024 | - | - | - | - | | | 3,000(3) | - | - | $5.25 | 9/5/2025 | - | - | - | - |
Outstanding Equity Awards at Fiscal Year-End
| (1) Options were granted on February 11, 2021 and 100% vested on the grant date. | | (2) Options were granted on October 20, 2021 and 100% vested on the grant date. | | (3) Options were granted on September 6, 2022 and 100% vested on the grant date. |
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested
Option Exercises and Stock Vested There were no exercises of stock options during the years ended December 31, 2023 or 2022 by our Named Executive Officers.
CEO Pay Ratio
CEO Pay Ratio The total annual compensation of our CEO for 2023 was $167,042 and the total compensation for the median employee for 2023 was $100,007. The ratio of CEO pay to the pay of our median employee was 1 to 1.67.
Director Compensation
Director Compensation
Director Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Kevin Shiell | 2023 | 9,000 | - | - | - | - | - | - | 9,000 | | Director | 2022 | - | - | - | 30,089 | - | - | - | 30,089 | | Richard Beaven | 2023 | 9,000 | - | - | - | - | - | - | 9,000 | | Director | 2022 | - | - | - | 30,089 | - | - | - | 30,089 | | Carolyn Turner | 2023 | 5,000 | - | - | - | - | - | - | 5,000 | | Director | 2022 | - | - | - | - | - | - | - | - |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information on the relationship between Compensation Actually Paid (“CAP”) and Idaho Strategic Resources Inc.’s (IDR) performance for our NEOs (including the Principal Executive Officer, or (“PEO”) and total shareholder return, which is defined as the change in the value of an investment in our common stock of $100 at December 31, 2020 through December 31, 2023 (the “TSR”). The definition of CAP and TSR are mandated by Item 402 and are not used by the Compensation Committee in its pay-for-performance assessments. See our "Compensation Discussion and Analysis" section for a discussion on IDR’s executive compensation philosophy, our incentive programs and practices and policies that align the interests of our NEOs to those of our shareholders.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for non-PEO NEOs (3) | Average Compensation Actually Paid to non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (5) | Net Income (Loss) | | 2023 | $167,042 | $167,042 | $158,000 | $158,000 | $177.24 | $1,073,449 | | 2022 | $138,918 | $138,918 | $148,533 | $148,533 | $159.60 | $(2,631,092) | | 2021 | $180,021 | $180,021 | $176,534 | $176,534 | $208.32 | $(3,260,361) |
PAY VERSUS PERFORMANCE
| (1) Amount for John Swallow, our CEO in 2023, 2022 and 2021 from the Summary Compensation Table (“SCT”) above. | | (2) No adjustments from SCT to CAP, stock option awards paid during the year vested immediately. No prior year adjustments. | | (3) Amount for the average of Mr. Brackebusch and Mr. Morgan, our Non-PEO’s in 2023, 2022 and 2021 from the SCT above. | | (4) No adjustments from SCT to CAP, stock option awards paid during the year vested immediately. No prior year adjustments. | | (5) The TSR is based upon the change in value of $100 invested on the last trading day of 2020 as of the end of the year reported. |
PAY VERSUS PERFORMANCE
Fair value of awards were computed in accordance with Financial Accounting Standards Codification Topic 718. The table below shows the percentage changes in selected metrics from above.
PAY VERSUS PERFORMANCE
| Period | Compensation Actually Paid to PEO | Average Compensation Actually Paid to non-PEO NEOs | Total Shareholder Return | Net Income (Loss) | | 2021 to 2023 | Decreased 7% | Decreased 10% | Decreased 15% | Increased 133% |
PAY VERSUS PERFORMANCE
Relationship between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Net Income. From 2021 through 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs decreased by 7% and 10%, respectively, compared to a 133% increase in our net income over the same time period. Net income (loss) included in the Pay Versus Performance table is calculated in accordance with GAAP. Total Shareholder Return. From 2021 to 2023, the total shareholder return decreased 15% from $208.32 to $177.24. Although there was a decrease seen, the total shareholder return still represents an increase of 77% from the assumed initial investment of $100 in 2020
PAY VERSUS PERFORMANCE
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