Cassiopeia Olson

About Cassiopeia Olson

Independent director at Atlas Lithium (ATLX) since 2021; attorney specializing in international contracts, securities law, and venture negotiations. Education: B.A. in Economics & Finance (Loyola University Chicago) and J.D. (The John Marshall School of Law). Currently with Mitchell Silberberg & Knupp (since May 2022); previously with Ellenoff Grossman & Schole, Crone Law Group, and Kaplowitz Firm P.C. The Board has determined she is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: Olson is one of three independent directors (with Noriega and Petersen) as determined under Nasdaq rules .
• Committees: Audit (member), Compensation (member), Nominations (member); Audit chaired by Stephen R. Petersen, CFA .
• Attendance: In FY2024, Board met/acted 25 times; Audit 8, Compensation 1, Nominations 1. All directors attended at least 75% of Board and committee meetings; all attended the 2024 annual meeting .
• Controlled company: CEO/Chair Marc Fogassa controls ~65.6% of voting power via one Series A preferred share conferring 51% voting rights plus common ownership; company is a “controlled company,” currently not relying on Nasdaq controlled-company exemptions .
• Policies: Insider Trading Policy; Hedging prohibited for directors/officers/employees; Clawback Policy compliant with SEC/Nasdaq Rule 5608 for incentive comp restatements .

Fixed Compensation

Performance Compensation

Performance Metrics: None—director options are time-based, with no performance conditions (monthly vesting; deep in-the-money exercise price relative to market) .

Other Directorships & Interlocks

Expertise & Qualifications

• Securities law, international contracts, venture negotiations; experience with large multinational transactions .
• Education: B.A. Economics/Finance (Loyola University Chicago); J.D. (The John Marshall School of Law) .
• Board service since 2021; multi-committee engagement (Audit, Compensation, Nominations) .

Equity Ownership

Additional context:

• Shares outstanding: 17,498,904 common shares; one Series A preferred share confers 51% of total voting power to Mr. Fogassa .
• Hedging prohibited by policy (alignment-positive) .
• Ownership guidelines for directors: Not disclosed .

Insider Trades and Filing Compliance

Note: Company disclosed late filings across multiple insiders; Olson’s late Form 4 and Form 5 are minor compliance lapses but merit monitoring .

Governance Assessment

• Strengths:

  • Independent status; active service on all three key committees (Audit, Compensation, Nominations) .
  • Board/committee meeting participation overall strong (≥75% for all directors) .
  • Robust governance policies: hedging ban and SEC/Nasdaq-compliant clawback .
  • No related-party transactions disclosed involving Olson –.

• Concerns / RED FLAGS:

  • Controlled company dynamics: CEO/Chair holds ~65.6% voting power including Series A preferred conferring 51% voting rights, increasing reliance on board independence and committee rigor .
  • Director equity structure: options granted deeply in-the-money (exercise price $0.0075 vs $5.28 market on Apr 1, 2025), which creates guaranteed value and reduces performance sensitivity relative to typical at-the-money grants; monthly vesting without performance metrics .
  • Section 16(a) compliance: Olson filed one late Form 4 and one late Form 5 in 2024; monitor filing timeliness .

• Shareholder feedback signals:

  • 2024 say-on-pay for NEOs received ~97% approval; frequency vote favored biennial (~94%)—indicates general investor support for compensation framework (NEOs), though Proposal 3 in 2025 seeks explicit approval of non-employee director compensation for option program continuation .

Implications for board effectiveness and investor confidence:

• Olson’s legal and securities background is well-suited to oversight within Audit, Compensation, and Nominations, supporting process integrity .
• However, the director equity program’s deep ITM option design and lack of performance conditions weaken pay-for-performance alignment and may attract governance scrutiny; investors may prefer RSUs or at-the-money options tied to measurable targets .
• Controlled-company status heightens the need for independent directors to assert robust oversight; Olson’s multi-committee participation is positive, but adherence to filing timeliness must be consistent to maintain governance credibility .

Appendix: Key Committee Assignments