DEF 14A of Idaho Strategic Resources, Inc.
Filed May 1, 2026 · FY20250001654954-26-004296
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
2025 Executive Compensation Decisions
2025 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 2025, the Compensation Committee took into account several factors when determining these salary adjustments. These considerations included the Company's increased growth, ongoing production development, and expanding resources over the past three years, as well as improved profitability during the last two years. In addition, the Committee reviewed average salaries for comparable positions within peer group companies. Their analysis showed that the salaries of the Named Executive Officers remained below the average compensation levels of the peer group.
2025 Executive Salary Adjustments
2025 Executive Salary Adjustments During 2025, the Compensation Committee, working closely with the Named Executive Officers, approved increases to the annual salaries of the Company's senior leadership. Effective December 1, 2025, the annual salary for John Swallow, President and CEO, was raised from $252,000 to $277,000. Similarly, Grant Brackebusch, Vice President, received an increase from $252,000 to $277,000. 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 $1,901,360, based on a Black-Scholes model with a volatility of 64.2% and a risk-free interest rate of 4.34%.
Employment Agreements and Change in Control
Employment Agreements and Change in Control None of the Company’s Named Executive Officers has an ongoing employment agreement or an agreement containing a Change in Control provision.
Executive Officer Summary Compensation Table
| Name & Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Nonequity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | John Swallow | 2025 | 279,650 | 53,550 | - | 109,328 | - | - | - | 442,528 | | President, CEO & | 2024 | 208,500 | 32,000 | - | - | - | - | - | 240,500 | | Chairman | 2023 | 167,042 | - | - | - | - | - | - | 167,042 | | Grant Brackebusch | 2025 | 279,650 | 53,550 | - | 109,328 | - | - | - | 442,528 | | CFO & Vice President | 2024 | 208,500 | 32,000 | - | - | - | - | - | 240,500 | | | 2023 | 175,375 | - | - | - | - | - | - | 175,375 | | Robert Morgan | 2025 | 200,400 | 41,750 | - | 61,794 | - | - | - | 303,944 | | Vice President | 2024 | 152,100 | 25,000 | - | - | - | - | - | 177,100 | | | 2023 | 140,625 | - | - | - | - | - | - | 140,625 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End As of December 31, 2025, 38,000 Stock Options were vested and outstanding, and 38,000 stock options were unvested and outstanding to directors John Swallow, Grant Brackebusch, Kevin Shiell, Richard Beaven, and Carolyn Turner.
Outstanding Equity Awards at Fiscal Year-end Table
Outstanding Equity Awards at Fiscal Year-end Table
Outstanding Equity Awards at Fiscal Year-end Table
| Name & Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | 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 | 11,500(1) | 11,500(2) | - | $11.50 | 1/17/2028 | - | - | - | - | | Grant Brackebusch, CFO & Vice President | 11,500(1) | 11,500(2) | - | $11.50 | 1/17/2028 | - | - | - | - | | Kevin Shiell, Director | 5,000(1) | 5,000(2) | - | $11.50 | 1/17/2028 | - | - | - | - | | Richard Beaven, Director | 5,000(1) | 5,000(2) | - | $11.50 | 1/17/2028 | - | - | - | - | | Carolyn Turner, Director | 5,000(1) | 5,000(2) | - | $11.50 | 1/17/2028 | - | - | - | - |
Outstanding Equity Awards at Fiscal Year-end Table
| (1) Options were granted on January 15, 2025 and 50% vested on 6/30/25 and 50% vested on 12/31/25 | | (2) Options were granted on January 15, 2025 and 50% vest on 6/30/26 and 50% vest on 12/31/26 |
Outstanding Equity Awards at Fiscal Year-end Table
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Option Exercises and Stock Vested
Option Exercises and Stock Vested During the year ended December 31, 2025, there were 9,000 stock options exercised for cash by the Company’s Named Executive Officers.
CEO Pay Ratio
CEO Pay Ratio The total annual compensation of the Company’s CEO for 2025 was $442,528 and the total compensation for the median employee for 2025 was $119,402. The ratio of CEO pay to the pay of the Company’s median employee was 3.71 to 1.
Director Compensation
Director Compensation
Director Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Kevin Shiell | 2025 | 20,500 | 10,250 | - | 47,534 | - | - | - | 78,284 | | Director | 2024 | 17,500 | - | - | - | - | - | - | 17,500 | | | 2023 | 9,000 | - | - | - | - | - | - | 9,000 | | Richard Beaven | 2025 | 20,500 | 10,250 | - | 47,534 | - | - | - | 78,284 | | Director | 2024 | 17,500 | - | - | - | - | - | - | 17,500 | | | 2023 | 9,000 | - | - | - | - | - | - | 9,000 | | Carolyn Turner | 2025 | 20,500 | 10,250 | - | 47,534 | - | - | - | 78,284 | | Director | 2024 | 17,500 | - | - | - | - | - | - | 17,500 | | | 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 January 1, 2023 through the end of the fiscal year in column 1 of the table below (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 | | 2025 | $442,528 | $892,442 | $373,236 | $725,343 | $685.10 | $16,631,198 | | 2024 | $240,500 | $240,500 | $208,800 | $208,800 | $173.23 | $8,753,377 | | 2023 | $167,042 | $167,042 | $158,000 | $158,000 | $107.61 | $1,073,449 |
PAY VERSUS PERFORMANCE
| (1) Amount for John Swallow, the Company’s CEO, in 2025, 2024 and 2023 from the Summary Compensation Table (“SCT”) above. | | (2) No adjustments from SCT to CAP for 2023 and 2024 since stock option awards granted (if any) during the respective year vested immediately. Adjustments have been made in 2025 from SCT to CAP to capture the fair value of the stock options that vested on 6/30/2025 and 12/31/2025 as well as the stock options that were unvested as of 12/31/2025. These fair value adjustments are estimates, and do not reflect the PEO’s actual take home amount from the stock options. | | (3) Amount for the average of Mr. Brackebusch and Mr. Morgan, the Company’s non-PEO NEOs in 2025, 2024 and 2023 from the SCT above. | | (4) No adjustments from SCT to CAP for 2023 and 2024 since stock option awards granted (if any) during the respective year vested immediately. Adjustments have been made in 2025 from SCT to CAP to capture the fair value of the stock options that vested on 6/30/2025 and 12/31/2025 as well as the stock options that were unvested as of 12/31/2025. These fair value adjustments are estimates, and do not reflect the non-PEO NEO’s actual take home amount from the stock options. | | (5) The TSR is based upon the change in value of $100 invested on the first trading day of 2023 to the end of the respective 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 2023 to 2025, the compensation actually paid to the Company’s PEO and the average of the compensation actually paid to the non-PEO NEOs increased by 434% and 359%, respectively, compared to a 1,449% 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 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 2023 to 2025, the total shareholder return increased 537% from $107.61 to $685.10.