DEF 14A of Idaho Strategic Resources, Inc.
Filed May 20, 2025 · FY20240001654954-25-005891
What Happens if a Director Nominee is Unable to Serve?
What Happens if a Director Nominee is Unable to Serve? The Company does 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 may either nominate a different individual or reduce its size. If the Board nominates a different individual, the shares represented by all valid proxies will be voted for that nominee. This solicitation is being made by the Board of Directors of the Company. The Company’s board of directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. In addition to solicitation by mail, the Company’s directors, officers and employees may solicit proxies by telephone, e-mail and in person without additional compensation. The Company will reimburse brokers, banks or other nominees holding shares in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to non-registered stockholders, including non-registered stockholders who object to the disclosure of their ownership by their Intermediary. The cost of the Annual Meeting, including the cost of preparing and mailing the Annual Meeting materials, will be borne by the Company.
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS
2024 Executive Compensation Decisions
During 2024, 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 $192,000 to $252,000, the Company’s Vice President, Grant Brackebusch from $192,000 to $252,000 and Vice President, Robert Morgan from $150,000 to $200,400 effective December 1, 2024. 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. On January 15, 2025, Idaho Strategic Resources granted an aggregate of 400,000 stock options under the 2023 Equity Incentive Compensation Plan, including a total of 13,000 stock options to the Named Executive Officers and 10,000 stock options to the members of the Board of Directors. All stock options granted have a three-year life, an exercise price of $11.50 per share, and a total grant date fair value of $1,901,360, based on a Black-Scholes model with a volatility of 64.2% and a risk-free interest rate of 4.34%. In 2024, of the Company’s shareholders who voted, 99% voted in favor of the executive compensation program. The Board and the Compensation Committee value the opinions of shareholders. To the extent that there is a significant vote against the NEO compensation as disclosed in our Proxy Statements, the Compensation Committee will carefully review and consider the voting results when evaluating the executive compensation program.
Employment Agreements and Change in Control
Employment Agreements and Change in Control None of the Company’s Named Executive Officers has an ongoing employment agreement or an agreement containing a Change in Control provision.
Executive Officer Summary Compensation Table
| Name & Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Nonequity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | John Swallow | 2024 | 208,500 | 32,000 | - | - | - | - | - | 240,500 | | President, CEO, & Chairman | 2023 | 167,042 | - | - | - | - | - | - | 167,042 | | Grant Brackebusch | 2024 | 208,500 | 32,000 | - | - | - | - | - | 240,500 | | CFO & Vice President | 2023 | 175,375 | - | - | - | - | - | - | 175,375 | | Robert Morgan | 2024 | 152,100 | 25,000 | - | - | - | - | - | 177,100 | | Vice President | 2023 | 140,625 | - | - | - | - | - | - | 140,625 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End As of December 31, 2024, 27,000 Stock Options were vested and outstanding to directors John Swallow, Grant Brackebusch, Kevin Shiell, Richard Beaven, and Carolyn Turner.
Outstanding Equity Awards at Fiscal Year-end Table
Outstanding Equity Awards at Fiscal Year-end Table
Outstanding Equity Awards at Fiscal Year-end Table
| Name & Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | 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, President, CEO, & Chairman | 3,000(1) | - | - | $5.77 | 9/5/2025 | - | - | - | - | | Grant Brackebusch, CFO & Vice President | 3,000(1) | - | - | $5.25 | 9/5/2025 | - | - | - | - | | Kevin Shiell, Director | 3,000(1) | - | - | $5.25 | 9/5/2025 | - | - | - | - | | | 7,500(2) | - | - | $4.75 | 9/28/2025 | - | - | - | - | | Richard Beaven, Director | 3,000(1) | - | - | $5.25 | 9/5/2025 | - | - | - | - | | | 7,500(2) | - | - | $4.75 | 9/28/2025 | - | - | - | - | | Carolyn Turner, Director | - | - | - | $- | - | - | - | - | - |
Outstanding Equity Awards at Fiscal Year-end Table
| (1) Options were granted on September 6, 2022 and 100% vested on the grant date | | (2) Options were granted on September 28, 2022 and 100% vested on the grant date |
Option Exercises and Stock Vested
Option Exercises and Stock Vested During the year ended December 31, 2024 there were 67,287 stock options exchanged for 38,262 shares in cashless exercises by the Company’s Named Executive Officers as well as 21,429 stock options exercised for cash by the Named Executive Officers. There were no stock options exercised by the Named Executive Officers in the year ended December 31, 2023.
CEO Pay Ratio
CEO Pay Ratio The total annual compensation of the Company’s CEO for 2024 was $240,500 and the total compensation for the median employee for 2024 was $116,755. The ratio of CEO pay to the pay of the Company’s median employee was 2.06 to 1.
Director Compensation
Director Compensation
Director Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Kevin Shiell | 2024 | 17,500 | - | - | - | - | - | - | 17,500 | | Director | 2023 | 9,000 | - | - | - | - | - | - | 9,000 | | Richard Beaven | 2024 | 17,500 | - | - | - | - | - | - | 17,500 | | Director | 2023 | 9,000 | - | - | - | - | - | - | 9,000 | | Carolyn Turner | 2024 | 17,500 | - | - | - | - | - | - | 17,500 | | Director | 2023 | 5,000 | - | - | - | - | - | - | 5,000 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, the Company is providing the following information on the relationship between Compensation Actually Paid (“CAP”) and Idaho Strategic Resources Inc.’s performance for its 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 the Company’s common stock of $100 at December 31, 2021 through December 31, 2024 (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 the "Compensation Discussion and Analysis" section for a discussion on IDR’s executive compensation philosophy, incentive programs and practices and policies that align the interests of the Company’s NEOs to those of its 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) | | 2024 | $240,500 | $240,500 | $208,800 | $208,800 | $132.47 | $8,753,377 | | 2023 | $167,042 | $167,042 | $158,000 | $158,000 | $82.29 | $1,073,449 | | 2022 | $138,918 | $138,918 | $148,533 | $148,533 | $74.10 | $(2,631,092) |
PAY VERSUS PERFORMANCE
| (1) Amount for John Swallow, the Company’s CEO, in 2024, 2023 and 2022 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, the Company’s non-PEO NEOs in 2024, 2023 and 2022 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 2021 as of the end of the year reported. |
PAY VERSUS PERFORMANCE
Fair value of awards was computed in accordance with Financial Accounting Standards Codification Topic 718. Relationship between Compensation Actually Paid to the Company’s PEO and the Average of the Compensation Actually Paid to the non-PEO NEOs and the Company’s Net Income. From 2022 to 2024, the compensation actually paid to the Company’s PEO and the average of the compensation actually paid to the non-PEO NEOs increased by 73% and 41%, respectively, compared to a 433% increase in net income over the same time period. The increase in net income is due to increased gold production as well as higher realized gold prices on ounces sold. Net income (loss) included in the Pay Versus Performance table is calculated in accordance with GAAP.
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
Total Shareholder Return. From 2022 to 2024, the total shareholder return increased 79% from $74.10 to $132.47.