Bryn Jones
About Bryn Jones
Bryn Jones (age 47) is an independent director appointed in July 2024. An industrial chemist with 25+ years of minerals industry experience (including in‑situ uranium), he serves as Managing Director of entX Limited since August 2019 and is designated to FEAM’s Board by Ascend under the Investor and Registration Rights Agreement. The Board has determined he is independent under Nasdaq rules and that he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laramide Resources Ltd (ASX: LAM) | Chief Operating Officer | Not disclosed | Operational leadership in uranium/minerals |
| Boss Energy Ltd (ASX: BOE) | Technical Director (former) | Not disclosed | Technical expertise in uranium/minerals |
| DevEx Resources Ltd (ASX: DEV) | Non‑Executive Director (former) | Not disclosed | Board oversight in exploration/minerals |
| Australian Rare Earths (ASX: AR3) | Non‑Executive Director (former) | Not disclosed | Board oversight in rare earths |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| entX Limited | Managing Director | Aug 2019–present | Tech incubator for clean energy and nuclear medicine |
Board Governance
- Committee assignments:
- Audit Committee: Member; Board deems him independent for Rule 10A‑3 and a financial expert .
- Compensation Committee: Chair; Board deems him independent and a non‑employee director under Rule 16b‑3 .
- Nominating & Corporate Governance Committee: Not a member .
- Attendance and engagement:
- FY2025 meeting counts: Board 14; Audit 3; Compensation 4; Nominating 3 .
- Each current member attended ≥80% of Board and relevant Committee meetings; independent directors hold regular executive sessions .
- Board leadership: Chairman is Graham van’t Hoff; Board annually assesses leadership structure .
Current Committee Composition (FY2025)
| Name | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Bryn Jones | Member | Chair | — |
Fixed Compensation
| Period | Fees earned or paid in cash ($) | Stock awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| FY2025 | 78,530 | 58,047 | — | 136,577 |
- Director retainers:
- Board chair additional annual retainer: $100,000 .
- Audit chair: $80,000; Compensation chair: $70,000; Nominating chair: $70,000 .
- Committee member annual retainer: $14,000 .
- 2026 anticipated total annual remuneration for Bryn Jones: $180,000 .
Performance Compensation
| Metric | FY2025 |
|---|---|
| RSU grant-date fair value ($) | 58,047 |
| RSUs outstanding at 6/30/2025 (#) | 10,957 |
| RSUs granted through 10/14/2025 (#) | 16,858 |
| Vesting schedule (FY2025 RSUs) | Vested on July 1, 2025 |
| Equity award sizing policy (non‑employee directors) | Awards equal 50% of total annual remuneration; granted at quarter end; value based on prior quarter average closing price |
- Payment mechanics: Non‑employee directors may receive long‑term incentive awards (including RSUs) with equivalent cash value to cash retainers, paid/awarded in arrears quarterly, subject to shareholder approvals .
- No options/PSUs disclosed for non‑employee directors as a group as of 10/14/2025 (directors shown only with RSUs) .
- No specific performance metrics (e.g., EBITDA/TSR) disclosed tied to director equity; awards vest per plan terms and quarterly service .
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| Ascend Global Investment Fund SPC | Significant holder; director designation rights | Jones serves as Ascend designee to FEAM’s Board; Ascend holds ≥30% and has rights to designate directors per Investor and Registration Rights Agreement . |
| Bluescape (BEP Special Situations IV LLC) | Significant holder; designation rights | Bluescape also designates directors; combined agreements reduced Board size to four . |
| Proposed EXIM Loan support | Warrants linked to guarantees | Company seeks to issue up to $10M notional new warrants to Bluescape/Ascend in exchange for providing EXIM Loan guarantees; exercise price $3.5507; vests only upon guarantee provision . |
Expertise & Qualifications
- Industrial chemist with deep minerals and specialty chemicals experience; prior executive/technical roles across mining projects .
- Audit committee financial expert designation per Item 407(d)(5) of Regulation S‑K .
- Skills Matrix highlights: Executive leadership, mining/specialty chemicals, strategic planning, financial expert, B2B sales/marketing, ESG leadership, M&A, international experience .
Equity Ownership
| As of | Shares of Common Stock Owned (#) | Rights to Acquire within 60 days (#) | Total Beneficially Owned (#) | Percent of Outstanding (%) |
|---|---|---|---|---|
| 10/14/2025 | 6,902 | — | 6,902 | <1% (22,444,587 total shares outstanding) |
| RSUs held (6/30/2025) | 10,957 | — | — | — |
| RSUs granted through 10/14/2025 | 16,858 | — | — | — |
- Pledging/hedging: No pledging disclosed; beneficial ownership determined under Rule 13d‑3 .
- Indemnification: FEAM provides director indemnification agreements to maximum extent under Delaware law .
Governance Assessment
- Independence and expertise: Jones is independent under Nasdaq rules and an audit committee financial expert; his chairing of Compensation and membership on Audit bolsters committee capacity but concentrates influence among designees of major holders .
- Attendance and engagement: FY2025 attendance threshold achieved (≥80%) across a heavy Board/committee cadence (Board 14; Audit 3; Compensation 4; Nominating 3), signaling engagement .
- Alignment and incentives: 2026 remuneration set at $180,000 with non‑employee director equity equal to 50% of total remuneration; FY2025 mix shows meaningful equity ($58,047 RSUs; vesting July 1, 2025) supporting alignment, though absolute ownership remains low (<1%) .
- Related‑party exposure: Jones’s designation by Ascend, a 30%+ holder with ongoing financing/warrant arrangements, presents potential conflicts; FEAM mitigates via Audit Committee oversight of related‑party transactions and independence determinations, but investors should monitor execution around EXIM guarantee‑linked warrants and board size reduction to four .
- Compensation practices:
- Quarterly RSU grants tied to service with policy targeting 50% of total remuneration; transparent vesting noted .
- Company remitted cash equal to expected tax liability for vested awards for some directors in FY2025; Jones had no “All Other Compensation” in FY2025, but practice constitutes tax gross‑up for others and merits scrutiny in future cycles .
- RED FLAGS:
- Major holder designee with active financing ties (Ascend) and proposed new warrants linked to guarantees could influence board dynamics and compensation decisions—heightened conflict risk .
- Board size constrained to four under investor agreements, increasing concentration risk and potential interlock effects .
- Tax liability cash remissions for vested equity (gross‑up) observed for other directors in FY2025, though not for Jones, is a shareholder‑unfriendly feature to monitor .
Overall, Jones brings relevant mining/chemicals and audit expertise with solid attendance and committee leadership; investors should weigh his independence credentials against designation by a major shareholder amidst ongoing related‑party financing constructs and a small board footprint .