Igor Tkachenko
About Igor Tkachenko
Igor Tkachenko (age 39) is Vice President, Corporate Strategy at Atlas Lithium (ATLX) since 2023. He holds a B.S. (Summa Cum Laude) and an M.D., completed emergency medicine residency in 2019, then served clinically at the University of Tennessee Medical Center and as a Clinical Assistant Professor before transitioning to Atlas Lithium; he advised the company starting in 2021, led investor relations expansion in 2022, and helped execute the Nasdaq up‑listing in January 2023 . Pay-versus-performance disclosures show cumulative TSR of $111.05 on a $100 investment by 12/31/2024 (down from $548.77 at 12/31/2023), and the company reported a reduced net loss in 9M’25 vs 9M’24, driven by lower stock-based comp and capitalization of exploration costs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Atlas Lithium | Strategic Advisor | 2021–2022 | Supported leadership and investor relations expansion, contributing to Nasdaq up‑listing in Jan 2023 . |
| Atlas Lithium | Director of Strategic Development (Consultant) | 2022 | Oversaw rapid expansion of investor relations . |
| Atlas Lithium | VP, Corporate Strategy (Executive Officer) | 2023–present | Corporate strategy leadership for scaling and capital markets positioning . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| University of Tennessee Medical Center | Emergency physician | 2019–2023 | Clinical practice following EM residency . |
| University of Tennessee Graduate School of Medicine | Clinical Assistant Professor | 2019–2023 | Academic role prior to joining Atlas Lithium as an executive in 2023 . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 210,000 | 420,000; beginning Oct 1, 2024 salary paid in shares; 13,275 shares issued in Jan 2025 for Oct–Dec 2024 salary . |
| Target/Actual Cash Bonus ($) | — (not disclosed) | — (not disclosed) . |
| Perquisites | — (not disclosed) | — (not disclosed) . |
Notes: On 9/5/2024, an amendment effective 10/1/2024 shifted salary to monthly share payments (may revert to cash by mutual agreement) .
Performance Compensation
Market-cap milestone equity (primary incentive)
- Grant mechanics: Right to receive 0.2% of outstanding common shares at vesting for each market-cap trigger reached at $200M, $300M, $400M, $500M, $600M, $800M, and $1B; change-in-control accelerates any unmet tranches; non‑compete 1 year after employment; term through 12/31/2026, subject to renewal by mutual consent .
- Accounting: Classified as liability awards; measured at fair value through P&L per ASC 815 .
| Metric | 2023 | 2024 |
|---|---|---|
| Shares vested under market-cap milestones | 40,533 shares (aggregate) | 0 shares vested (no milestone vest in 2024) . |
| “Unearned”/contingent shares at year-end | 127,635 assumed shares at 12/31/2023 (Monte Carlo); updated to 160,145 at 12/31/2024 with no fair value increase . | |
| Fair value classification | Liability-classified RSUs per ASC 815 | Liability-classified RSUs per ASC 815 . |
Additional vesting schedule insight (post-FY2024):
- As of 9/30/2025: five remaining tranches (0.2% each) tied to $400M, $500M, $600M, $800M, $1B market caps; expiry 12/31/2026 .
- As of 9/30/2025: derivative liability $22,199 and potential issuance of 214,870 shares if conditions were met; at 12/31/2024, derivative liability $121,512 and potential issuance of 160,145 shares .
Other equity/bonus history
| Type | Year | Grant/Outcome |
|---|---|---|
| Common shares (consultancy bonus) | 2023 | 80,000 shares granted during consultancy before becoming executive . |
| Salary in stock | 2024–2025 | Salary paid in shares from 10/1/2024; 13,275 shares issued in Jan 2025 for Q4’24 salary . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 210,013 common shares (1.2% of 17,498,904 outstanding as of 4/1/2025) . |
| Vested vs. unvested/unearned | Vested/owned: 210,013 shares . Unearned contingent under market-cap program: 160,145 shares (12/31/2024); 214,870 potential (9/30/2025) . |
| Options (exercisable/unexercisable) | None disclosed for Tkachenko as of 12/31/2024 . |
| Hedging/Pledging | Hedging prohibited by Insider Trading Policy; no disclosure found of any shares pledged by Mr. Tkachenko in the proxy . |
| Ownership guidelines | No executive stock ownership guideline disclosure for Mr. Tkachenko identified in the proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Start/role | Employment agreement dated 9/30/2023; VP, Corporate Strategy . |
| Term | Through 12/31/2026; renewable by mutual consent . |
| Base salary | $420,000/year; as of 10/1/2024 paid monthly in shares (can revert to cash by mutual consent) . |
| Primary incentive | 0.2% of outstanding shares at vesting per market-cap milestone at $200M, $300M, $400M, $500M, $600M, $800M, $1B; expires 12/31/2026 . |
| Change of control | Acceleration of rights to receive any unmet market-cap shares upon a change in control . |
| Non-compete | 1 year post-employment . |
| Severance | Not disclosed for Mr. Tkachenko . |
| Clawback | Company-wide clawback policy in place for incentive compensation following a restatement (SEC/Nasdaq-compliant) . |
Compensation Committee Analysis (governance context)
- Committee composition: Ambassador Roger Noriega and Cassiopeia Olson, Esq.; no compensation consultant currently retained .
- Controlled company: CEO Marc Fogassa controls ~65.6% of voting power; company may rely on Nasdaq controlled-company exemptions (not currently used) .
- Hedging policy: Officers/directors prohibited from hedging or derivatives on company securities .
- Say‑on‑pay: 2024 advisory vote received ~97% approval; say‑on‑frequency: ~94% favored biennial votes (next in 2026) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Cumulative TSR (Value of $100 from 12/31/2022) | $548.77 | $111.05 . |
- Operating loss trend: Net loss for 9M’25 improved to $24.5M vs $32.8M in 9M’24, reflecting lower stock‑based comp and capitalization of exploration expenses after the Neves PEA; partially offset by higher G&A (payroll and IR/marketing) .
- Strategic execution: Helped design and execute organizational growth strategy and the Nasdaq up‑listing in January 2023 during his strategy and IR leadership tenure .
Investment Implications
- Pay-for-performance alignment: The market-cap milestone program directly links large equity payouts (five remaining 0.2% tranches) to valuation outcomes, aligning incentives but potentially creating selling pressure when triggers vest before 12/31/2026; current liability fair value and potential share issuance indicate material dilution if thresholds are met .
- Retention and cash burn: Conversion of salary to stock since 10/1/2024 conserves cash and increases alignment, but also increases equity overhang; the 13,275 shares issued for Q4’24 salary exemplify ongoing issuance cadence .
- Governance risk mitigants: Hedging prohibition and clawback policy reduce misalignment risk; however, controlled-company status centralizes influence and the absence of a disclosed executive ownership guideline is a gap relative to best practices .
- Execution risk: Company TSR compression through 2024 and reliance on milestone achievements for equity vesting highlight sensitivity to capital markets and project de‑risking; near-term progress on Neves execution and financing could be critical to realizing incentive triggers while managing dilution .