Rodrigo Menck
About Rodrigo Menck
Independent director since 2024; currently Chief Financial Officer of Atlas Critical Minerals Corporation (a consolidated subsidiary) since September 2024, and advisor to Atlas Lithium since September 2023. Previously CFO of Sigma Lithium Corp. (Jan–Jul 2023); SVP Finance & Group CFO and Global Treasurer at Nexa Resources SA (2016–2022); Investment Director at Odebrecht (2011–2016); roles at Braskem SA (2008–2011); and a 12‑year banking career across BankBoston, Banco Francês e Brasileiro, WestLB, Citibank, and BNP Paribas (1996–2008). Holds a degree in Business Administration and an MBA in Economics of the Financial Sector from the University of São Paulo; fluent in Portuguese, English, Spanish; Certified CFO by the Brazilian Institute of Financial Executives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlas Critical Minerals Corporation (subsidiary) | Chief Financial Officer | Sep 2024–present | Finance leadership at subsidiary; compensation detailed under related-party transactions . |
| Atlas Lithium | Advisor | Sep 2023–present | Operational readiness and institutional investor interface . |
| Sigma Lithium Corp. | Chief Financial Officer | Jan 2023–Jul 2023 | Public company CFO (Canada-listed) . |
| Nexa Resources SA | SVP Finance & Group CFO | Feb 2019–Jul 2022 | Finance oversight at NYSE/TSX-listed miner . |
| Nexa Resources SA | Global Treasurer | Apr 2016–Jan 2019 | Global treasury management . |
| Odebrecht Group | Investment Director | Jan 2011–Mar 2016 | Corporate investments . |
| Braskem SA | Various finance roles | May 2008–Jan 2011 | Petrochemical finance roles . |
| Multiple banks (Brazil) | Trader/Trade Finance/DCM/etc. | 1996–2008 | Broad banking responsibilities . |
External Roles
- No other public company directorships disclosed for Menck .
Board Governance
- Committee assignments: Current Audit Committee (Petersen, chair; Noriega; Olson); Compensation Committee (Noriega; Olson); Nominations Committee (Olson; Petersen). Menck is not listed on any standing committee .
- Independence: Board determined three independent directors—Amb. Roger Noriega, Cassiopeia Olson, Esq., and Stephen R. Petersen, CFA; Menck is not included in this independent cohort .
- Attendance: In FY2024, the Board met/acted 25 times; committees met/acted Audit 8, Compensation 1, Nominations 1. All directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Controlled company: CEO/Chair Marc Fogassa controls ~65.6% of voting power via one Series A preferred share (51% voting) plus common; company is a “controlled company” under Nasdaq rules .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| 2024 Director equity (RSUs) | Appointment grant of 10,000 time‑based RSUs vesting monthly in six equal installments beginning Sep 1, 2024 | Grant date fair value $103,700 . |
| 2024 Director cash | Cash fees | None (equity-only program) . |
| 2025 Director options (subject to stockholder approval) | Annual non‑qualified stock options to purchase 10,000 shares; exercise price $0.0075; monthly vest over one year; granted Jan 2025; will be canceled if stockholder approval is not received | 10,000 options; $0.0075 strike; ATLX closing price on Apr 1, 2025 was $5.28 . |
Performance Compensation
| Metric | Disclosure |
|---|---|
| Performance metrics tied to director pay | Not disclosed; director awards are time‑based vesting (RSUs and options vest monthly) . |
| Clawback policy application | Company adopted SEC/Nasdaq-compliant clawback for incentive compensation tied to restatements (applies to executives; directors not specified) . |
Other Directorships & Interlocks
- None disclosed for Menck; no shared public-company boards with competitors/suppliers/customers identified in the proxy .
Expertise & Qualifications
- Finance leadership in mining: CFO experience at Atlas Critical Minerals and Sigma Lithium; senior finance roles at Nexa Resources .
- Capital markets/treasury, structured finance, and banking background across major institutions in Brazil .
- Education: Business Administration and MBA in Economics of the Financial Sector (University of São Paulo); Certified CFO (IBEF); multilingual .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (common + options within 60 days) | 15,617 shares; 0.1% of outstanding . |
| Common shares owned directly | 11,450 . |
| Options (vested or vesting within 60 days) | 4,167 shares underlying options . |
| Ownership guideline status | Not disclosed in proxy . |
| Section 16 status (2024) | One late Form 4 filed (timeliness issue) . |
Governance Assessment
- Committee participation and independence: Menck is not on Audit, Compensation, or Nominations; the Board’s designated independent directors are Noriega, Olson, and Petersen—Menck is not included, which limits his formal oversight role and suggests he may not be considered independent under Nasdaq definitions .
- Related-party exposure (RED FLAG): Menck serves as CFO of the consolidated subsidiary Atlas Critical Minerals, receiving $15,000/month and 50,000 time‑based RSUs vesting 25% annually—creating affiliated compensation flows that require robust Audit Committee oversight for potential conflicts .
- Section 16 compliance (RED FLAG): One late Form 4 in 2024 indicates a timeliness lapse in insider reporting; proxy notes multiple late filings across the board, underscoring the need for stronger controls .
- Controlled company risk: CEO/Chair’s 65.6% voting control via Series A preferred plus common can reduce minority shareholder influence on director elections and compensation, impacting perceived board independence .
- Director pay structure: Equity‑heavy program with nominal‑strike options ($0.0075) and time‑vested RSUs; 2025 option grant to non‑employee directors requires stockholder approval, with cancellation if not approved—shareholder involvement is a positive, though nominal strike options merit scrutiny .
- Attendance and engagement: All directors met at least 75% attendance and attended the 2024 annual meeting—baseline engagement met .
- Policies: Hedging prohibited under Insider Trading Policy; clawback adopted per SEC/Nasdaq—both supportive of alignment and accountability .
Related-Party & Subsidiary Compensation Details (for conflict monitoring)
- Atlas Critical Minerals compensation to Menck: $15,000/month; 50,000 time‑based RSUs vesting 25% annually over four years from grant date .
- Audit Committee chartered to review Item 404(a) related‑party transactions disclosed in the proxy .
Insider Reporting Summary
| Year | Late Filings |
|---|---|
| 2024 | One late Form 4 (Menck) . |
Board Governance
- Meetings: Board (25), Audit (8), Compensation (1), Nominations (1) in FY2024; all directors ≥75% attendance .
- Committee chairs: Audit—Stephen R. Petersen, CFA .
- Lead Independent Director role: Not disclosed .
- Executive sessions frequency: Not disclosed .
Fixed Compensation (Director Program Overview)
| Component | ATLX Director Program |
|---|---|
| Annual cash retainer | Not disclosed/none indicated (director table shows no cash fees) . |
| Committee membership/chair fees | Not disclosed . |
| Meeting fees | Not disclosed . |
| Equity grants | Annual options: 10,000 options at $0.0075 strike, monthly vest over one year (2025 grants require stockholder approval); appointment RSUs: Menck 10,000 RSUs, six monthly tranches beginning Sep 1, 2024 . |
Performance Compensation (Director)
| Metric Category | Details |
|---|---|
| TSR/financial targets | None disclosed for directors; awards are time‑based . |
| ESG/governance targets | None disclosed . |
| Clawback triggers | Accounting restatement-related recoupment for executives per SEC/Nasdaq Rule 5608; director application not specified . |
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed | — | — |
Expertise & Qualifications
- Mining finance, corporate treasury, institutional investor interface; multilingual; Certified CFO (IBEF) .
Equity Ownership
- See table above for detailed breakdown; hedging prohibited by policy (company‑wide) .
Governance Assessment Summary
- Strengths: Attendance; policy framework (hedging ban; clawback); shareholder vote on director compensation; independent committee membership and financial expert chairing Audit .
- Watch items: Controlled company structure; Menck’s dual role and subsidiary compensation; Section 16 timeliness; nominal‑strike equity awards—recommend monitoring Audit Committee oversight of related‑party transactions, ongoing compliance, and director equity structures for alignment and optics .