DEF 14A of American Resources Corp
Filed Jun 5, 2024 · FY20220001654954-24-007399
ITEM 1: ELECTION OF DIRECTORS
ITEM 1: ELECTION OF DIRECTORS Our board of directors currently has 5 members. The board of directors has nominated all 5 directors for election at the Annual Meeting, to serve until the 2025 Annual Meeting of Shareholders or until their respective successor(s) have been elected and qualified. Four of the directors were elected at the 2023 Annual Meeting, and we have one new nominated director. We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishment, a commitment to participation in board activities, as well as other attributes. We also endeavor to have a board that represents a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the board’s oversight and the Company’s overall activities. The board considers these key experiences, qualifications, skills, attributes, and the nominees’ other qualifications in determining to recommend that they be nominated to the board. Board Diversity Matrix as of January 1, 2024
ITEM 1: ELECTION OF DIRECTORS
| Board Size: | | | | | | Total Number of Directors | 5 | | | | | Gender: | Female | Male | Non-Binary | Gender Undisclosed | | Directors | 1 | 4 | 0 | 0 | | Number of Directors who identify in any of the categories below: | | | | | | African American or Black | 0 | 0 | 0 | 0 | | Alaskan Native or Natice American | 0 | 0 | 0 | 0 | | Asian (other than South Asian) | 0 | 0 | 0 | 0 | | South Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 1 | 0 | 0 | 0 | | Native Hawaiian Or Pacific Islander | 0 | 0 | 0 | 0 | | White | 0 | 4 | 0 | 0 | | Two or More Races Or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | |
ITEM 1: ELECTION OF DIRECTORS
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ITEM 1: ELECTION OF DIRECTORS
Nominees for Directors Each of our directors will be elected at this year’s meeting to a one-year term expiring at the Annual Meeting of Shareholders in 2025. If any nominee becomes unavailable for election, the Board of Directors can name a substitute nominee, and proxies will be voted for the substitute nominee pursuant to discretionary authority. Listed below are the biographies of each director nominee. The biographies include information regarding each individual’s service as a director of the Company, business experience, director positions at public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director for the Company. Set forth below are the names, ages and positions of our director nominees as of the date of this Proxy Statement:
ITEM 1: ELECTION OF DIRECTORS
| Name | Age | Position | | Mark C Jensen | 44 | Chairman of the Board, Chief Executive Officer | | Thomas M. Sauve | 45 | Director, President | | Courtenay O. Taplin | 71 | Independent Director | | D. Joshua Hawes | 39 | Independent Director | | Gerardine G. Botte, PH.D. | 51 | Independent Director |
ITEM 1: ELECTION OF DIRECTORS
MARK C. JENSEN Board Chairman Committee: Environmental, Health, and Safety Committee Mr. Jensen has been an operator, investor and consultant in various natural resources and energy businesses. He has been highly involved in the navigation of numerous growth businesses to mature businesses, working as a managing member at T Squared Capital LLC since 2007, an investment firm focused on private equity styled investing in start-up businesses. Mr. Jensen has significant experience with major Wall Street firms such as Citigroup and graduated from the Kelley School of Business at Indiana University with a BS in Finance and International Studies with a focus on Business. He also studied in Sydney Australia through Boston University completing his International Studies degree with a focus on East Asian culture and business. The Board nominated Mr. Jensen for his leadership, experience in finance and ability to lead mergers and acquisitions. There are no arrangements or understandings between him and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. THOMAS M. SAUVE Committee: Environmental, Health, and Safety Committee Mr. Sauve has been involved a number of energy related businesses. Prior he had been an investor and partner in various natural resources assets over the last seven years including coal mining operations and various oil and gas wells throughout Texas and the Appalachia region. Since 2007, Mr. Sauve also worked as a managing member at T Squared Capital LLC, an investment firm focused on private equity styled investing in start-up businesses. Mr. Sauve received his bachelor’s degree in Economics, magna cum laude, from the University of Rochester, New York, with additional studies at the Simon Graduate School of Business.
ITEM 1: ELECTION OF DIRECTORS
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ITEM 1: ELECTION OF DIRECTORS
The Board nominated Mr. Sauve for his experience in finance, mergers and acquisitions and resource management. There are no arrangements or understandings between him and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. COURTENAY O. TAPLIN Independent Director Nominee Committee: Audit Mr. Taplin serves as Director of American Resources Corporation. He brings over 40 years of experience of sourcing and supplying iron ore, coke and metallurgical coal to the steel industry to assist American Resources with their supply chain, logistics, customers, overall corporate strategy. He has a vast knowledge of both the global and domestic marketplace where he works with both suppliers and consumers. Courtenay is currently Managing Director of Compass Point Resources, LLC which he founded in 2007. His prior experience includes Crown Coal & Coke Company and Pickands Mather & Company out of Cleveland, OH. Mr. Taplin attended Hobart College and received his degree from Case Western Reserve University The Board nominated Mr. Taplin to serve as a director because of his experience and relationships in the raw materials and coking sector and his experience in managing growing businesses. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. D. Joshua Hawes Independent Director Nominee Committees: (1) Audit and (2) Compensation Josh Hawes is an Independent Board Director at American Resources Corporation (AREC). He brings over 15+ years of leadership experience, specializing in commodities, buy-side/sell-side investments, and advanced technologies, to assist AREC with its capital markets plan and corporate strategy. He has a vast knowledge of capital markets integration with strategic vision and vertical integration. Josh is currently the chair of the Audit and Compensation committees for AREC. His prior experience includes chief strategy officer of USA Rare Earth, CEO of Delta1x and Hawking Alpha. Hawes holds licenses spanning commodities, investment banking, public, and private securities, including Series 3, 63, 65, 7, 79, 82, and SIE. As well, Josh holds several professional designations, such as Wharton Business School’s Corporate Governance program certificate , “Maximizing Your Effectiveness in the Boardroom,” and University of Cambridge Judge Business School, “ Circular Economy and Sustainability Strategies.” He is also holder of the Chartered Market Technician, Certified Hedge Fund Professional, and Qualified Family Office Professional A Wireless Software Engineering graduate from Auburn University. The Board nominated Josh to serve as a director because of his experience and relationships in the critical minerals sector, banking sector and his experience in growth businesses. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
ITEM 1: ELECTION OF DIRECTORS
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ITEM 1: ELECTION OF DIRECTORS
GERARDINE G. BOTTE Independent Director Nominee Committees: (1) Audit and (2) Compensation Dr. Botte has over 21 years of experience in the development of electrochemical processes and advanced water treatment. She has served in leadership roles for the Electrochemical Society and is currently the Chair of the Electrochemical Process Engineering and Technology Division of the International Society of Electrochemistry. Dr. Botte also serves as the Editor in Chief of the Journal of Applied Electrochemistry. In 2014, she was named a Fellow of the Electrochemical Society for her contributions and innovation in electrochemical processes and engineering. She became a Chapter Fellow of the National Academy of Inventors in 2012. In 2010, she was named a Fellow of the World Technology Network for her contributions on the development of sustainable and environmental technologies. Prior to Texas Tech, Dr. Botte was University Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering at Ohio University, the founder and Director of Ohio University’s Center for Electrochemical Engineering Research, and the founder and Director of the Consortium for Electrochemical Processes and Technology – an Industry University Cooperative Research Center. Her entrepreneurial spirit has led to the commercialization of various technologies and has founded and co-founded various companies to help achieve this goal. The Board nominated Dr. Botte to serve as a director because of her thought leadership in the technical innovations of in carbon and rare earth elements. She has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K The Board of Directors recommends a vote FOR the election of each of the nominees as directors. ITEM 2: SELECTION OF GBQ Partners LLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. The Board of Directors has selected GBQ Partners LLC as our independent registered public accounting firm for the year ending December 31, 2024. A representative of GBQ Partners LLC is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he so desires and will be available to respond to appropriate questions. Shareholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or otherwise. However, our Board is submitting the appointment of GBQ Partners LLC to the shareholders for ratification as a matter of what it considers to be good corporate practice. Even if the appointment is ratified, our Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board determines that such a change would be in our and our shareholders’ best interests. The following table sets forth the aggregate fees billed by our independent registered accounting firm for the fiscal years ended December 31, 2023 and December 31, 2022. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided in each category is described in the table below.
ITEM 1: ELECTION OF DIRECTORS
| | 2023 | 2022 | | Audit fees | $200,000 | $200,000 | | Audit-related fees | $10,000 | $10,000 | | Tax fees | - | | | All other fees | - | | | Total Fees | $210,000 | $210,000 |
ITEM 1: ELECTION OF DIRECTORS
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ITEM 1: ELECTION OF DIRECTORS
Audit fees. Consist of fees billed for professional services rendered for the audit of the consolidated financial statements and review of the quarterly interim consolidated financial statements. These fees also include the review of registration statements and the delivery of consents in connection with registration statements. Tax fees. Consists of fees paid to BF Borgers CPA PC or GBQ Partners LLC related to the filings of Federal and State returns during the years ended December 31, 2022 and 2023. All other fees. Consists of fees related to letters to underwriters in connection with certain registration statements for the years ended December 31, 2022 and 2023. The Audit Committee of our Board of Directors has established its pre-approval policies and procedures, pursuant to which the Audit Committee approved the foregoing audit and audit-related services provided by BF Borgers CPA PC in 2023 and 2022 consistent with the Audit Committee’s responsibility for engaging our independent auditors. The Audit Committee also considered whether the non-audit services rendered by our independent registered public accounting firm are compatible with an auditor maintaining independence. The Audit Committee has determined that the rendering of such services is compatible with the Company’s new independent registered public accounting firm, GBQ Partners LLC maintaining its independence. The Board of Directors recommends a vote FOR the selection of each of GBP Partners LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
CORPORATE GOVERNANCE
| • | our executive and director compensation; and | | • | the administration of our stock incentive plans. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee of the Board oversees fee levels and other elements of compensation for American Resources’ directors. Director Compensation Table The table below and the narrative in the footnote provide compensation amounts for our non-employee directors for 2022 and 2023 as well as additional material information in connection with such amounts.
DIRECTOR COMPENSATION
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Director Compensation
Director Compensation
Director Compensation
| (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name and principal position | | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified deferred compensation earnings ($) | All Other Compensation ($) | Total ($) | | Mark C. Jensen (1) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | | | 2022 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | | Thomas M. Sauve (2) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | | | 2022 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | | Courtenay O. Taplin (3) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | | | 2022 | -0- | -0- | 199,500 | -0- | -0- | -0- | 199,500 | | Michael Layman (4) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | | | 2022 | -0- | -0- | 332,500 | -0- | -0- | -0- | 332,500 | | Dr. Gerardine Botte (5) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | | | 2022 | -0- | -0- | 266,000 | -0- | -0- | -0- | 266,000 | | Josh Hawes (6) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | | | 2022 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Director Compensation
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Director Compensation
| (1) The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2021, 300,000 of options were issued to Mr. Jensen for his service on the board and as serving as chairman. The value of the options have been included in the officer compensation table. During 2024, 450,000 of options were issued to Mr. Jensen for his service on the board and as serving as chairman and member of the strategic committee. During 2022, 400,000 of options were issued to Mr. Jensen for his service on the board and as serving as chairman and member of the strategic committee. The value of the options have been included in the officer compensation table. | | (2) The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 300,000 of options were issued to Mr. Sauve for his service on the board. The value of the options have been included in the officer compensation table. During 2022, 300,000 of options were issued to Mr. Sauve for his service on the board and as serving member of the strategic committee. The value of the options have been included in the officer compensation table. |
Director Compensation
| (3) Mr. Taplin was appointed as a director on November 15, 2018. The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2021, 150,000 options were issued to Mr. Taplin for his service on the board. During 2024, 150,000 options were issued to Mr. Taplin for his service on the board. During 2022, 150,000 options were issued to Mr. Taplin for his service on the board. |
Director Compensation
| (4) Mr. Layman was appointed as a director on July 16, 2020. The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants valued using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2021, 250,000 options were issued to Mr. Layman for his service on the board and as chairs of the Audit Committee and Compensation Committee. During 2022, 450,000 options were issued to Mr. Layman for his service on the board and as chairs of the Strategic, Audit Committee and Compensation Committee. |
Director Compensation
| (5) Dr. Botte was appointed as a director on November 23, 2020. The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2021, 200,000 options were issued to Dr. Botte for her service on the board. During 2024, 150,000 options were issued to Dr. Botte for her service on the board. During 2022, 200,000 options were issued to Dr. Botte for her service on the board. | | (6) Mr. Hawes was appointed as a director on XX, 2023. During 2024, 250,000 options were issued to Mr. Hawes for his service on the board and chair of the audit and compensation committees. |
Director Compensation
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Director Compensation
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees. There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.
Summary Compensation Table - Officers
Summary Compensation Table - Officers
Summary Compensation Table - Officers
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (I) | (j) | | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-equity Incentive plan Compensation ($) | Nonqualified deferred compensation earnings ($) | All other Compensation ($) | Total ($) | | Mark C. Jensen, (1) CEO | 2022 | 375,000 | -0- | -0- | -0- | -0- | -0- | -0- | 375,000 | | | 2022 | 350,000 | -0- | -0- | 262,625 | -0- | -0- | -0- | 612,625 | | Thomas M. Sauve, (2) President | 2022 | 300,000 | -0- | -0- | -0- | -0- | -0- | 8,074 | 308,074 | | | 2022 | 275,000 | -0- | -0- | 137,375 | -0- | -0- | 7,335 | 419,710 | | Kirk P. Taylor, (3) CFO | 2022 | 300,000 | -0- | -0- | -0- | -0- | -0- | 25,298 | 325,298 | | | 2022 | 275,000 | -0- | -0- | 95,500 | -0- | -0- | 23,135 | 393,635 | | Tarlis R Thompson, (4) COO | 2022 | 197,837 | -0- | -0- | -0- | -0- | -0- | -0- | 197,837 | | | 2022 | 197,837 | -0- | -0- | -0- | -0- | -0- | -0- | 197,837 |
Summary Compensation Table - Officers
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Summary Compensation Table - Officers
| (1) On October 1, 2020, the Company entered into an employment agreement, beginning January 1, 2021 and expiring on December 31, 2021, with Mr. Jensen increasing base pay to $250,000 and carrying certain performance bonuses which would be awarded by the board of directors. 60,976 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 450,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2022 and expiring on December 31, 2022, with Mr. Jensen increasing base pay to $350,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 150,000. The value in the option awards represents Black-Scholes Option Pricing Model. No bonus was awarded during 2021 and 2022. | | (2) On October 1, 2020, the Company entered into an employment agreement with Mr. Sauve increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors.49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 275,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2022 and expiring on December 31, 2022, with Mr. Sauve increasing base pay to $275,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The value in the option awards represents Black-Scholes Option Pricing Model. No bonus was awarded during 2021 and 2022. During 2021, other compensation included $2,865 health insurance reimbursement. During 2022 and 2021, other compensation totaling $2,865 and $7,335 included health insurance reimbursement. |
Summary Compensation Table - Officers
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Summary Compensation Table - Officers
| (3) On October 1, 2020, the Company entered into an employment agreement with Mr. Taylor increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors. 49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 100,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2022, and expiring on December 31, 2022, with Mr. Taylor increasing base pay to $275,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The value in the option awards represents Black-Scholes Option Pricing Model. No bonus was awarded during 2020 and 2021. During 2021, other compensation totaling included $4,973 health insurance reimbursement. During 2022 and 2021, other compensation totaling $4,973 and $23,045 included health insurance reimbursement. | | (4) There is no employment agreement in place for Mr. Thompson. 0 Options were issued during 2022. The value in the option awards represents Black-Scholes Option Pricing Model. |
Summary Compensation Table - Officers
The Company believes that the stock awards are an appropriate reward for the Company’s continued growth and expansion and further align the interests of named executives with the long-term interests of the Company’s stockholders. Outstanding Equity Awards at Fiscal Year-End 2023 The following equity awards, including, options, restricted stock or other equity incentives from the Company to current officers are as follows: - Chief Executive Officer:
Summary Compensation Table - Officers
| • | November 23, 2020 to purchase up to 85,976 shares of our Company at $1.64 per share. Those options vest upon issuance. | | • | February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. | | • | December 13, 2021 to purchase up to 450,000 shares of our Company at $1.74 per share. Those options vest over 9 years. | | • | September 26, 2022 to purchase 550,000 shares of our Company at $2.44 per share. Those options vest over 7 years. |
Summary Compensation Table - Officers
- President:
Summary Compensation Table - Officers
| • | November 23, 2020 to purchase up to 70,732 shares of our Company at $1.64 per share. Those options vest upon issuance. | | • | February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. | | • | December 13, 2021 to purchase up to 275,000 shares of our Company at $1.74 per share. Those options vest over 7 years. | | • | September 26, 2022 to purchase 350,000 shares of our Company at $2.44 per share. Those options vest over 7 years. |
Summary Compensation Table - Officers
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Summary Compensation Table - Officers
- Chief Financial Officer:
Summary Compensation Table - Officers
| • | November 23, 2020 to purchase up to 45,732 shares of our Company at $1.64 per share. Those options vest upon issuance. | | • | February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. | | • | December 13, 2021 to purchase up to 100,000 shares of our Company at $1.74 per share. Those options vest over 7 years. | | • | September 26, 2022 to purchase 200,000 shares of our Company at $2.44 per share. Those options vest over 7 years. |
Summary Compensation Table - Officers
- Chief Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on
Summary Compensation Table - Officers
| • | June 18, 2020 to purchase up to 500,000 shares of our Company at $1.13 per share | | • | June 5, 2019 to purchase up to 75,000 shares of our Company at $2.63 per share | | • | September 12, 2018 to purchase up to 136,830 shares of our Company at $1.00 per share. Those options vest equally over the course of three years. | | • | December 13, 2021 to purchase up to 200,000 shares of our Company at $1.74 per share. Those options vest over 7 years. |
Summary Compensation Table - Officers
Potential Payments upon Change in Control or Termination If during the term of the contract, there is a change in control event involving the Company, the contract shall stay in force with the surviving operating entity or have the Executive’s option of being bought out for 100% of base salary plus any earned and accrued bonuses.