Tiago Miranda
About Tiago Miranda
Tiago Moreira de Miranda, 41, has served as Chief Financial Officer, Principal Accounting Officer, and Treasurer of Atlas Lithium since July 2024. He previously led finance in Brazil for Horizonte Minerals plc (helped secure US$713M project financing plus a R$300M facility), was Financial Controller for Equinox Gold’s Brazil ops, Controller at Ferrous Resources (supported project development and a US$550M sale to Vale), and began his career at Deloitte in Brazil; he holds undergraduate degrees in Business Administration and Accounting and an MBA from IBMEC, and is fluent in Portuguese, English, and Spanish . As CFO, he co-signed the company’s SOX 302/906 certifications for Q3’25, underscoring accountability for disclosure controls and ICFR . Company pay-versus-performance disclosure shows cumulative TSR for a $100 investment of $122.81 (2022), $548.77 (2023), and $111.05 (2024), alongside net losses of $4.63M (2022), $41.99M (restated, 2023), and $44.41M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizonte Minerals plc (Brazil ops) | Senior financial officer | 2020–2023 | Contributed to US$713M project financing and a R$300M Banco da Amazônia facility |
| Equinox Gold (Brazil ops) | Financial Controller | 2019–2020 | Finance leadership at a Canadian-listed gold producer |
| Ferrous Resources Ltd. | Controller | 2008–2019 | Supported project development through construction/operations and US$550M sale to Vale S.A. |
| Deloitte Touche Tohmatsu (Brazil) | Auditor | 2005–2008 | External audit experience |
External Roles
- None disclosed in company filings reviewed for current public company directorships or external board roles for Mr. Miranda .
Fixed Compensation
| Component | Terms | Amount/Value | Period/Notes |
|---|---|---|---|
| Base salary (ATLX) | $15,000 per month | $15,000/month | Employment agreement dated July 23, 2024 |
| Separate fee (Atlas Critical Minerals subsidiary) | $7,500 per month | $7,500/month | Supervises internal accounting/finance for subsidiary |
| 2024 Salary reported (includes ACM fee) | Per Summary Compensation Table | $101,855 | FY2024 |
| All other compensation (2024) | Benefits, etc. | $6,932 | FY2024 |
Notes
- Employment start as CFO: July 2024 .
- Executive employment agreement effective July 23, 2024 ; a copy is listed as Exhibit 10.1 to the Q2’24 10-Q .
Performance Compensation
Annual Cash Incentives
| Metric | Target | Actual (2024) | Weighting | Vesting/Terms |
|---|---|---|---|---|
| Performance Bonus | Up to $45,000 | $18,000 (non-equity incentive) | Not disclosed | Cash bonus linked to specified performance metrics (not detailed) |
| Discretionary Bonus | Up to $15,000 | Not disclosed | N/A | Discretionary, subject to Board decision |
Equity Awards (Time-Based)
| Award Type | Grant Date | Grant Size | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (time-based) | July 23, 2024 (per employment agreement) | 40,000 RSUs | $466,912 (reported as 2024 stock awards) | 10,000 RSUs vest on each of July 23, 2025, 2026, 2027, 2028 |
Vesting acceleration and retention
- If ATLX terminates employment for any reason within first 12 months (from start), 25% of RSUs vest immediately .
Context on broader equity issuance/overhang
- Company-wide RSU/stock activity (9M’25): 313,903 RSUs granted to officers/consultants with $1.68M total grant-date fair value; 270,903 RSUs immediately vested upon grant; 340,403 RSUs vested during 9M’25; RSU stock-based comp expense of $3.77M YTD—indicative of ongoing equity issuance and potential periodic selling supply as awards settle .
Equity Ownership & Alignment
| Item | Detail | As-of |
|---|---|---|
| Beneficial common shares (direct) | 231 shares (0.0% of common) | April 1, 2025 |
| Shares outstanding (common) | 17,498,904 | April 1, 2025 |
| Outstanding unvested RSUs (ATLX) | 40,000 RSUs; year-end market value $253,200 at $6.33/share | 12/31/2024 |
| Form 3 initial statement | 231 shares directly owned at appointment (07/23/2024) | Filed 07/25/2024 |
| Subsidiary equity alignment | Option grant at Atlas Critical Minerals equivalent to 1% of its outstanding common at issuance; plus $7,500/month fee from ACM | 2024 terms |
Policies impacting alignment
- Hedging policy: officers, directors, employees prohibited from hedging or using derivatives on company securities (puts, calls, etc.) .
- Clawback policy: recovery of incentive compensation for restatement-triggering noncompliance; applies to current/former executives for the prior three completed fiscal years per SEC/Nasdaq Rule 5608 .
Note: No explicit disclosure located in the cited materials regarding stock pledging or formal stock ownership guidelines for executives; the company discloses insider trading, hedging, and clawback policies .
Employment Terms
- Role and tenure: CFO, PAO, and Treasurer since July 2024 .
- Compensation structure (per employment agreement dated July 23, 2024): $15,000/month base salary; annual performance bonus opportunity up to $45,000; annual discretionary bonus up to $15,000; 40,000 time-based RSUs vesting over four years beginning one month after start date; 25% RSU acceleration if terminated within first 12 months .
- Subsidiary responsibilities: $7,500/month paid by Atlas Critical Minerals for supervising internal accounting/finance; also received ACM options equal to 1% of ACM outstanding at issuance .
Governance, Say-on-Pay, and Pay Mix Context
- 2024 Say-on-Pay: ~97% approval; Say-on-Pay frequency preference every two years approved by ~94% (next in 2026) .
- 2024 Compensation components reported for Miranda: Salary $101,855; Stock Awards $466,912; Non-Equity Incentive Plan Compensation $18,000; All Other Compensation $6,932; Total $593,699 .
Performance & Track Record Signals
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (cumulative TSR) | $122.81 | $548.77 | $111.05 |
| Net loss | $4,628,520 | $41,990,016 (restated) | $44,413,222 |
Additional CFO control attestations
- SOX 302 certification (Q3’25) signed by Miranda .
- SOX 906 certification (Q3’25) co-signed by CEO and CFO .
Investment Implications
- Pay-for-performance alignment: Miranda’s structure balances modest cash (base + performance bonus) with multi-year RSU vesting; the 2024 mix (stock awards of ~$467k vs salary of ~$102k and $18k performance bonus) indicates higher at-risk, equity-linked compensation that should align incentives with shareholders over time .
- Retention risk: Four-year RSU vesting with initial 12-month acceleration protection likely supported near-term retention; ongoing ACM compensation and options also tie him to the broader Atlas group footprint .
- Ownership alignment: Direct common ownership is de minimis (231 shares, 0.0%), but 40,000 unvested RSUs provide upside; lack of disclosed pledging policy in cited sections is offset by a strict hedging prohibition and an SEC-compliant clawback framework .
- Potential selling pressure cadence: Miranda’s 10,000 RSUs vest annually each July 23 from 2025–2028, which can create periodic supply; more broadly, company-wide officer/consultant equity issuance and immediate vesting in 9M’25 suggests intermittent selling overhang as awards settle .
- Governance backdrop: Strong Say-on-Pay support (~97%) and formal clawback policy lower headline compensation risk; however, company financial results remain loss-making, and 2023 results were restated, factors that investors should weigh when assessing execution risk and the incentive calibration for finance leadership .