DEF 14A of United States Antimony Corp, Jun 4, 2024

DEF 14A of United States Antimony Corp

Filed Jun 4, 2024 · FY20230001654954-24-007298

Open on EDGAR

  1. 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 the evolving needs of the Board and the Company as well as other criteria established by the Board. These include the potential director’s judgement, 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 and positions of the directors are shown as of May 30, 2024.

  2. INFORMATION ON THE BOARD OF DIRECTORS

    | Name | Age | Position | | Gary C. Evans | 67 | Co-CEO and Chairman (Co-PEO) | | Lloyd Joseph Bardswich | 78 | Co-CEO and Director (Co-PEO) | | Dr. Blaise Aguirre | 60 | Director | | Joseph A. Carrabba | 72 | Director | | Michael A. McManus | 81 | Director |

  3. 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 – Co-CEO & Chairman – Gary C. Evans joined the Board in November 2022 and has served as Chairman of the Board since July 2023 and Co-CEO since March 2024. He is a serial entrepreneur. Throughout his career, he has taken three separate energy companies public on the NYSE. He has served since 2016 as Chairman of the Board and Chief Executive Officer, and is the largest shareholder of Evergreen Sustainable Enterprises, Inc. (“Evergreen”). Mr. Evans launched Evergreen as an evolution from his hemp company, Generation Hemp, Inc, while developing diversified green energy plants designed to use hemp biomass as biofuel to generate power to mine Bitcoin. Throughout his career, Mr. Evans has raised various forms of capital on Wall Street that have exceeded $7 billion. Mr. Evans has previously served for 24 years as a Director of Novavax Inc. (Nasdaq: “NVAX”), a clinical-stage vaccine biotechnology company involved in the development of COVID-19 vaccines, which achieved a market capitalization in excess of $18 billion during the pandemic, where he also previously served as Chairman, CEO and Lead Director. He has extensive experience in the public and private financial business sectors as well as entrepreneurial expertise in start-up enterprises to multi-billion-dollar corporations. Additionally, Gary C. Evans has a history of successful dealings with investor relations and financial institutions. 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 directors of the Maguire Energy Institute at Southern Methodist University and now speaks on the current affairs of the hemp industry at hemp industry conferences, on radio networks, and podcasts. Lloyd Joseph Bardswich – Co-CEO & Director - Lloyd Joseph Bardswich, who joined the Board in February 2021 and who also has served as Co-CEO since March 2024, has extensive experience in mining, mining engineering, management, drilling, metallurgy and plant design. He is a registered Professional Mining Engineer and 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 presently serves as the President of Golden Vertex Corp. the wholly owned (Arizona C Corporation) subsidiary of Elevation Gold Mining Corporation (TSXV -ELVT), from July 10, 2017. 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). On September 24, 2021, Northern Vertex Mining Corporation (TSXV -NEE) changed its name to Elevation Gold Mining Corporation TSXV-ELVT. (OTC: NHVCD). He also presently 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, Mr. 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. 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.

  4. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  5. 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.

  6. DIRECTORS’ COMPENSATION

    | Name and Principal Position | Fees Earned paid in Cash | Fees Earned paid in Stock | Total Fees, Awards and Other Compensation | | Gary C. Evans, Chairman | $150,612 | $- | $150,612 | | Lloyd Joseph Bardswich, Director | $95,460 | $- | $95,460 | | Dr. Blaise Aguirre, Director | $91,877 | $- | $91,877 | | Hartmut Baitis(1) | $26,142 | $- | $12,500 | | Timothy Hasara(1) | $14,584 | $- | $14,584 | | Michael A. McManus, Director | $54,067 | $- | $54,067 |

  7. Summary Compensation Table

    Summary Compensation Table Following is a summary of the annual compensation of the Company’s named executive officers for the years ended December 31, 2023, 2022 and 2021:

  8. Summary Compensation Table

    | | | | Other | Stock | | | Name and Principal Position | Year | Salary | Compensation (1) | Awards | Total | | John C. Gustavsen, President of Antimony Division | 2023 | $140,994 | $10,642 | $- | $151,636 | | | 2022 | $111,250 | $11,405 | $- | $122,655 | | | 2021 | $100,000 | $10,667 | $- | $110,667 | | Richard R. Isaak, SVP, Chief Financial Officer | 2023 | $107,692 | $1,958 | $- | $109,650 | | Kelly J. Stopher, former Chief Financial Officer (2) | 2023 | $115,080 | $- | $- | $115,080 | | | 2022 | $72,000 | $- | $- | $72,000 | | | 2021 | $6,000 | $- | $- | $6,000 |

  9. Summary Compensation Table

    | (1) Other compensation represents health insurance costs paid by the Company. | | (2) Mr. Stopher resigned as CFO of the Company effective July 31, 2023. |

  10. Summary Compensation Table

    Compensation for all executive officers, except for the CEO position, is recommended to the compensation committee of the Board by the CEO. The compensation committee makes a recommendation for the compensation of the CEO. The compensation committee has identified a peer group of mining companies prepared by a third party compensation consultant to aid in reviewing the CEO’s compensation recommendations for executives, and for reviewing the compensation of the CEO. The full Board approves the compensation amounts recommended by the compensation committee. As of December 31, 2023, the executive managements’ compensation only includes base salary and health insurance. During the year ended December 31, 2023, the Company did not have annual performance-based salary increases, long term performance-based cash incentives, deferred compensation, retirement benefits, or disability benefits, and the Company had no outstanding equity incentive awards as of December 31, 2023. However, the Company has started annual performance-based salary increases and equity incentive awards in 2024. The following table sets forth information regarding each unvested stock award held by each named executive officer as of May 30, 2024:

  11. Summary Compensation Table

    | Name and Principal Position | Shares Subject to Outstanding Restricted Stock Units | Shares Subject to Outstanding Stock Options | | John C. Gustavsen, President of Antimony Division | 200,000 | 500,000 | | Richard R. Isaak, SVP, Chief Financial Officer | 133,333 | 400,000 |

  12. Summary Compensation Table

    We currently hold our advisory vote to approve the compensation of our named executive officers (“Say-on-Pay vote”) every three years, and the next such Say-on-Pay vote will be at our 2025 annual meeting of shareholders. Shareholders have an opportunity to cast an advisory vote on the frequency of the Say-on-Pay vote at least every six years, and the next such advisory vote on the frequency of the Say-on-Pay vote will be at our 2025 annual meeting of shareholders.

  13. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  14. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers | Value of Initial Fixed $100 Investment Based on Total Shareholder Return: | Net Income (Loss) | | 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 | | 2021 | $100,000 | $100,000 | $135,000 | $135,000 | $96.15 | ($60,469) |

  15. PAY VERSUS PERFORMANCE TABLE

    (1) The non-PEO named executive officers included for purposes of determining the average compensation for our named executive officers each year, is as follows: 2023: Richard R. Isaak, Kelly J. Stopher 2022: Russell C. Lawrence, Kelly J. Stopher 2021: Russell C. Lawrence

  16. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Certain of our officers and directors have an interest in the Reverse Split Proposal as a result of their ownership of shares of Common Stock. However, we do not believe that our officers or directors have interests in the Split Amendment that are different than or greater than those of any of our other shareholders.