Roger Noriega
About Roger Noriega
Ambassador Roger Noriega is an independent director of Atlas Lithium Corporation (ATLX) with extensive Latin America policy and diplomatic experience; he has served as U.S. Assistant Secretary of State (2003–2005), U.S. Ambassador to the Organization of American States (2001–2003), and since 2009 as Managing Director of Vision Americas, a Latin America-focused consulting group. He holds a B.A. from Washburn University and has been a director at ATLX since 2012; the Board has affirmatively determined him to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Assistant Secretary of State | 2003–2005 | Managed a 3,000-person team across Washington and 50 diplomatic posts to implement political/economic strategies in Canada, Latin America, Caribbean |
| U.S. Mission to the OAS | U.S. Ambassador to the Organization of American States | 2001–2003 | Led U.S. engagement at the OAS; regional diplomatic leadership |
| Vision Americas | Managing Director | Since 2009 | Founded and leads Latin America-focused consultancy; cross-border business/policy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vision Americas | Managing Director | Since 2009 | Latin America-focused consulting group founded by Noriega |
Board Governance
- Independence: The Board determined Ambassador Roger Noriega is independent under Nasdaq rules; ATLX currently has three independent directors (Noriega, Olson, Petersen) .
- Committee memberships: Audit Committee member; Compensation Committee member. Audit is chaired by Stephen R. Petersen, CFA; Nominations Committee members are Olson and Petersen .
- Board activity and attendance: In FY2024, Board met/acted 25 times; Audit 8; Compensation 1; Nominations 1. All directors attended at least 75% of aggregate Board/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 conferring 51% voting power plus common; ATLX may rely on Nasdaq “controlled company” exemptions (not currently used) .
- Election results (2025): Noriega was re-elected; Votes For 26,708,111; Against 647,040; Abstained 78,181; Broker Non-Votes 2,625,637 .
Fixed Compensation
Director compensation is option-heavy with no cash fees.
| Metric | 2024 | 2025 |
|---|---|---|
| Cash fees ($) | $0 (no cash reported) | $0 (program grants options; options granted Jan 2025, subject to shareholder approval) |
| Annual option grant (#) | 10,000 options | 10,000 options (granted Jan 2025) |
| Exercise price ($/sh) | $0.0075 | $0.0075 |
| Vesting | Monthly vesting over 1 year | Monthly vesting over 1 year |
| Grant date fair value ($) | $312,705 | Not disclosed (options approved by shareholders May 28, 2025) |
Shareholder vote on non-employee director grants (2025): For 26,650,824; Against 491,140; Abstained 291,368; Broker Non-Votes 2,625,637 .
Performance Compensation
| Feature | Details |
|---|---|
| Performance metrics | None disclosed for directors; annual grants are time-based stock options (monthly vesting), not tied to revenue/EBITDA/TSR/ESG hurdles |
| Change-in-control | Not specific to directors beyond Plan terms; general Plan provides accelerated vesting for certain awards upon Change in Control if awards terminate (Plan Article XIV) |
| Clawback policy | Company-wide clawback policy compliant with SEC/Nasdaq (recoupment of excess incentive comp upon restatement) |
Other Directorships & Interlocks
- The proxy biography does not list current public company directorships for Ambassador Noriega beyond ATLX; no interlocks with ATLX competitors/suppliers/customers disclosed .
Expertise & Qualifications
- Latin America/bilateral policy expertise; governance experience in multi-jurisdictional environments; business/diplomatic experience with Brazil .
- Financial literacy for Audit Committee service (Board affirms committee members meet SEC/Nasdaq requirements) .
- Education: B.A., Washburn University .
- Insider trading/hedging policy: Hedging and derivatives transactions in ATLX securities prohibited for directors .
Equity Ownership
As of April 1, 2025 (Record Date):
| Ownership Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 394,368 |
| Ownership (%) of common shares outstanding (17,498,904) | 2.3% |
| Direct/common shares | 380,201 |
| Options vested or vesting within 60 days | 14,167 |
| Shares pledged as collateral | Not disclosed in proxy |
Governance Assessment
- Committee roles: Noriega sits on Audit and Compensation—key oversight areas—supporting financial reporting integrity and pay governance; Audit is chaired by Petersen, not Noriega, which diversifies oversight .
- Compensation alignment: Director pay is 100% equity via deeply in-the-money options ($0.0075 strike) with monthly vesting; 2024 grant fair value for Noriega was $312,705 and no cash fees—high equity exposure but lacking performance gating .
- Ownership and independence: 394,368 shares (2.3%) provide meaningful skin-in-the-game; Board confirms independence under Nasdaq rules .
- Shareholder signals: Strong support for Noriega’s re-election and for director equity grants at 2025 annual meeting (see vote counts above) .
- Policies: Hedging prohibited; clawback policy in force; supports investor alignment and accountability .
RED FLAGS
- Late Section 16 filings: Noriega, Olson, Petersen each filed one late Form 4 in 2024 for option grants; such reporting lapses are governance compliance concerns .
- Controlled company status: CEO/Chair controls ~65.6% voting power via Series A preferred and common, which can diminish independent board influence despite current non-use of Nasdaq exemptions .
- Director pay structure: Time-based options with $0.0075 strike and no performance conditions may weaken pay-for-performance rigor for directors .
Additional Reference Tables
Director Election – 2025 Annual Meeting:
| Nominee | Votes For | Votes Against | Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Ambassador Roger Noriega | 26,708,111 | 647,040 | 78,181 | 2,625,637 |
Board/Committee Meetings and Attendance (FY2024):
| Body | Meetings/Actions | Attendance Note |
|---|---|---|
| Board of Directors | 25 | All directors ≥75% of aggregated Board/committee meetings; all attended 2024 annual meeting |
| Audit Committee | 8 | Committee independent; members are Noriega, Olson, Petersen (chair) |
| Compensation Committee | 1 | Members Noriega, Olson |
| Nominations Committee | 1 | Members Olson, Petersen |