Marc Fogassa
About Marc Fogassa
Marc Fogassa, age 58, has served as Atlas Lithium’s Chairman and Chief Executive Officer since 2012. He holds two B.S. degrees from MIT (1990), an M.D. from Harvard Medical School (1995), and an MBA from Harvard Business School (1999, Second-Year Honors); he is fluent in Portuguese and English and has extensive venture capital and public company management experience . Fogassa controls 65.6% of combined voting power via ownership of common shares and one special Series A Preferred share, making ATLX a “controlled company” under Nasdaq rules . Pay-vs-performance disclosure shows cumulative TSR based on a $100 investment of $122.81 (2022), $548.77 (2023), and $111.05 (2024), alongside net losses of $4,628,520 (2022), $41,990,016 (2023, restated), and $44,413,222 (2024) .
Performance metrics
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | — | — | $667,131 |
| EBITDA ($USD) | $(5,846,361)* | $(42,081,809)* | $(43,659,622)* |
| Cumulative TSR (Value of $100) | $122.81 | $548.77 | $111.05 |
| Net Loss ($USD) | $4,628,520 | $41,990,016 | $44,413,222 |
Values retrieved from S&P Global for metrics marked with an asterisk (*).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlas Lithium Corporation | Chairman & CEO, Director | 2012–present | Founder-led execution in Brazil; combined CEO/Chair oversight |
| Atlas Critical Minerals Corporation (subsidiary) | Chairman & CEO | Current | Leadership of consolidated subsidiary advancing minerals strategy |
| Multiple private companies | Director | Various | Board service across industries; Brazil-focused investment perspective |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Atlas Critical Minerals | Chairman & CEO | Current | Consolidated subsidiary governance |
| Apollo Resources (pre-merger) | Option recipient (contractual comp) | 2024 | 90,000 options granted; total value $134,407; exercised prior to merger into Atlas Critical Minerals |
Fixed Compensation
| Component | 2023 | 2024 | Terms/Notes |
|---|---|---|---|
| Base Salary ($) | $0 | $0 | A&R Employment Agreement replaced prior $250,000 cash salary with equity-only structure (Dec 31, 2020) |
| Benefits ($) (All Other Comp) | $34,645 | $131,182 | Includes SEP-IRA contributions ($65,590 in 2024) and insurance benefits |
| Housing Benefit | — | — | Up to $5,000/month for residence outside U.S. |
| Life Insurance | — | — | Company pays annual premiums on $5,000,000 policy unless declined |
Performance Compensation
| Type | Metric/Design | 2023 | 2024 | Vesting/Key Terms |
|---|---|---|---|---|
| Non-Equity Incentive | Book value metrics (half cash, half stock) | $624,539 | $1,433,615 | Paid upon achievement of book value metrics per A&R Employment Agreement |
| Stock Awards (RSUs/shares) | Fair value (ASC 718) | $607,786 | $624,539 | GAAP fair value; details per Note 5 |
| Option Awards | 33,333/month at $0.0075 (moved to annual grant) | $2,133,410 | $12,474,639 | Annual grant: 399,966 options on 1/1/2024 at $0.0075; grant-date fair value $12,474,639 |
| Outstanding Equity at FY-End | — | — | — | No outstanding options/awards listed for Fogassa as of 12/31/2024 |
Pay-versus-performance (PEO)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Summary Comp Table Total ($) | $1,310,310 | $3,400,200 | $14,663,975 |
| Compensation Actually Paid ($) | $1,310,310 | $3,400,200 | $8,133,828 |
Notes:
- Board moved Fogassa’s options from monthly to automatic annual grants starting January 1 each year (effective Dec 2023) .
- 2024 grant occurred within four business days prior to a Jan 5, 2024 Form 8-K; percentage price change noted as (0.3%) in SEC pay-versus-performance table .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common Shares Owned | 5,255,504 (29.7% of 17,498,904 outstanding as of Apr 1, 2025) |
| Series A Preferred | 1 share (votes with common; Series A always equals 51% of total votes) |
| Combined Voting Power | 65.6% (common + Series A) |
| Options/RSUs (near-term) | 166,665 shares underlying vested/options vesting within 60 days included in beneficial ownership |
| Hedging/Pledging | Company policy prohibits hedging, margin, and pledging of company securities ; no pledge disclosures identified for Fogassa |
| Ownership Guidelines | Not disclosed in proxy; no public guideline compliance status available |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Amended & Restated Employment Agreement (Dec 31, 2020) |
| Compensation Design | No cash salary; non-qualified stock options in lieu of salary; annual options typically granted Jan 1 |
| Incentive Compensation | Upon achievement of book value metrics, half cash and half fully vested common shares |
| Severance | $500,000 if employment terminated by company |
| Change-of-Control | $2,000,000 if, following a change of control or corporate event, Fogassa is no longer CEO of ATLX or its new controlling person (double-trigger) |
| Benefits | Housing up to $5,000/month; medical/dental/vision/LTD/STD; SEP-IRA contributions; company-paid life insurance premium on $5,000,000 policy |
| Equity Plan CIC Treatment | Awards that would otherwise terminate in a CIC accelerate: options become fully exercisable; time-based RS/RSU fully vest; performance-based awards vest at target; settlement promptly (subject to 409A) |
Board Governance
- Board service: Director since 2012; combined CEO and Chairman roles; Board believes combined role is advantageous given Fogassa’s domain expertise .
- Controlled company: Fogassa’s voting control renders ATLX a Nasdaq “controlled company”; company currently does not rely on exemptions but may in future .
- Committees: Audit Committee (independent members: Petersen, chair; Noriega; Olson); Compensation Committee (Noriega, Olson); Nominations Committee (Olson; Petersen) .
- Meetings/Attendance: FY 2024 Board met/acted 25 times; committees: Audit 8; Compensation 1; Nominations 1; all directors attended ≥75% of meetings and attended 2024 annual meeting .
- Director compensation program: Non-employee directors receive annual options for 10,000 shares at $0.0075, monthly vesting over one year; CEO excluded .
Governance policies
- Hedging & pledging prohibited under Insider Trading Policy; trading windows apply to Section 16 insiders .
- Clawback policy adopted per SEC/Nasdaq 5608; recovery upon restatements over prior 3 years .
- Say-on-pay (2024): 97% approval; say-on-pay frequency approval favored every two years (94%); next vote in 2026 .
Related Party & Other Disclosures
- Apollo Resources compensation: In 2024, Apollo Resources (prior to merger into Atlas Critical Minerals) granted Fogassa options valued at $134,407; all exercised before the merger .
- RTEK relationship: Company paid ~$1,449,000 to RTEK prior to COO appointment; later terminated RTEK agreement in March 2025 citing breaches; engaged SGS to prepare DFS .
- Section 16 reporting: Fogassa filed eight late Form 4s in 2024; similar late filings disclosed for 2023 .
Compensation Structure Analysis
| Aspect | Observation |
|---|---|
| Cash vs equity mix | Shift heavily toward equity; option award fair value rose from $2.13M (2023) to $12.47M (2024); non-equity incentive rose to $1.43M (2024) |
| Salary guarantee | Eliminated; equity-only base structure heightens alignment but introduces selling pressure risk on vest dates |
| Performance metrics | Book value-based incentives; quantum disclosed but not target levels in proxy |
| Repricing policy | Plan prohibits repricing of stock options/SARs |
| Say-on-pay support | Strong approval (97%), limiting near-term shareholder pressure on pay redesign |
Director Compensation (for completeness)
| Director | Cash Fees ($) | Stock Comp ($) | Option Comp ($) | Total ($) |
|---|---|---|---|---|
| Ambassador Roger Noriega | — | — | $312,705 | $312,705 |
| Cassiopeia Olson, Esq. | — | — | $312,705 | $312,705 |
| Stephen R. Petersen, CFA | — | — | $312,705 | $312,705 |
| Rodrigo Menck | — | $103,700 (10,000 RSUs, 6-month vesting) | — | $103,700 |
Equity Ownership & Beneficial Control Details
| Holder | Common Shares | % Outstanding | Series A Preferred | Combined Voting Power |
|---|---|---|---|---|
| Marc Fogassa | 5,255,504 | 29.7% | 1 share (convertible to 1 common) | 65.6% |
Notes:
- Series A Preferred votes with common and always equals 51% of total votes irrespective of shares outstanding; Fogassa has held the sole share since 2012 .
Investment Implications
- Alignment and control: Fogassa’s equity-heavy pay (no cash salary) and significant beneficial/voting control strongly align him with stock outcomes, but also concentrate governance power; dual CEO/Chair with “controlled company” status raises independence concerns despite three independent directors and active committees .
- Incentive design: Book value metrics drive cash/stock bonus; absent disclosed targets, payout predictability is limited. Option grants are large and annualized, potentially creating periodic selling pressure when vesting occurs; insider policy mitigates hedging/pledging risk .
- Retention and CIC economics: Severance of $500,000 and $2,000,000 double-trigger change-of-control payment provide retention but are manageable vs CEO equity scale; plan-level CIC accelerators could crystallize awards at target, affecting deal economics and near-term dilution considerations .
- Trading signals and disclosure risk: Multiple late Section 16 filings and prior restated financials indicate disclosure control risks; monitor future filings and any equity plan amendments, including the 2025 proposal to add 1,000,000 Plan shares to preserve equity-based incentives .