Diane Garrett
About Diane Garrett
- President, CEO, and Director of Hycroft Mining since September 8, 2020; age 65; Ph.D. in Engineering and M.S. in Mineral Economics from the University of Texas at Austin .
- Prior roles include CEO of Nickel Creek Platinum (2016–2020) and CEO/Director of Romarco Minerals (2002–2015), where she led the Haile Gold Mine from discovery to construction .
- HYMC has had no revenues during 2023–2024 as operations remain paused; net losses were $(60.8)mm in 2022, $(55.0)mm in 2023, and $(60.9)mm in 2024; cumulative TSR on a $100 initial investment declined from $86.64 (2022) to $39.90 (2023) to $35.99 (2024) .
- Governance: CEO is a board member (non‑independent); Chair and CEO roles are separated (Chair: Thomas Weng since Jan 15, 2025), mitigating CEO/Chair dual‑role risk; the board meets in regular executive sessions of independent directors .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nickel Creek Platinum Corp. | President & CEO | 2016–2020 | Ran TSX/OTCQB-listed exploration/development company . |
| Romarco Minerals Inc. | President, CEO & Director | 2002–2015 | Advanced Haile Gold Mine from discovery to construction; sold to OceanaGold in 2015 . |
| OceanaGold, Inc. | Director & Consultant | 2015–2016 | Post-acquisition integration/oversight . |
| Dayton Mining; Beartooth Platinum | VP Corporate Development (each) | Not disclosed | Corporate development and capital markets leadership . |
| U.S. Global Investors | Senior Mining Analyst & PM | Early career | Precious metals sector research/portfolio management . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Novagold Resources Inc. (NYSE American: NG) | Director | May 2018–June 2025 | Public company directorship . |
| Ausenco Pty Ltd (parent of Ausenco Engineering USA) | Director (non-executive) | Nov 2020–Jan 2025 | Related-party disclosure at HYMC (fees to Ausenco) . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $600,000 | $600,000 |
| Target Bonus (% of salary) | Not disclosed | 70% |
| Actual Bonus Paid ($) | $462,000 | $635,000 |
| Stock Awards (Grant-date FV) ($) | $500,900 | $200,400 |
| All Other Compensation ($) | $23,512 | $34,064 |
Notes: Salary held flat since April 1, 2022 . Compensation review uses independent consultants (Lane Caputo in 2024; Aon in 2025) .
Performance Compensation
- Annual cash incentive metrics: Committee uses annual operational/strategic objectives including health & safety, environmental compliance, technical advancement, exploration, balance sheet, and stakeholder engagement; specific weightings/targets not disclosed .
- Equity program: Time‑based RSUs only in 2022–2025; double‑trigger accelerated vesting on Change in Control under award agreements .
| Equity award | Grant date | Shares | Grant‑date fair value ($) | Vesting schedule |
|---|---|---|---|---|
| RSU | 6/2/2022 | 28,532 | Not disclosed | 33% 6/2/2023; 33% 6/2/2024; 34% 6/2/2025 . |
| RSU | 4/18/2023 | 66,667 | Not disclosed | 33% 4/18/2024; 33% 4/18/2025; 34% 4/18/2026 . |
| RSU | 5/23/2024 | 60,000 | $132,600 | 33% 5/23/2025; 33% 5/23/2026; 34% 5/23/2027 . |
Other points:
- No stock options outstanding as of 12/31/2024; weighted‑average option exercise price not applicable .
- Clawback policy compliant with SEC/Nasdaq requires recovery of incentive-based compensation tied to financial reporting measures after an accounting restatement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 333,851 shares; <1% of outstanding (80,955,513 shares outstanding as of record date) . |
| Components/notes | Includes 800 shares via spouse’s IRA and 100,000 RSUs to be converted into shares, vesting 33% on 6/30/2026, 33% on 6/30/2027, and 34% on 6/30/2028, subject to continued employment . |
| Unvested RSUs outstanding (12/31/2024) | 28,532; 66,667; 60,000; with market values $63,056; $147,334; $132,600, respectively . |
| Pledging/hedging | Company policy prohibits hedging, short sales, options, and pledging/margin for insiders; CFO pre‑approval required for certain transactions; applies to directors and executive officers . |
| Ownership guidelines | Not disclosed in the proxy; equity plan and burn‑rate/overhang practices described . |
Employment Terms
| Term | Provision |
|---|---|
| Start date at HYMC | September 8, 2020 . |
| Current employment agreement | April 10, 2024; base salary $600,000; target bonus 70% of salary; eligible for equity awards . |
| Severance (without Cause or for Good Reason) | 1.5x base salary paid over 18 months; 18 months of medical, dental, life and disability coverage at active-employee cost . |
| Change‑in‑Control (double trigger) | If terminated without Cause/for Good Reason within 90 days before or 1 year after a CIC: 2x base salary (lump sum at day 60), plus 2x the greater of (A) prior year actual bonus, (B) actual bonus for the year of termination (if applicable), or (C) target bonus; and 24 months of benefits at CIC-date cost (or lower thereafter) . |
| Key definitions | “Cause,” “Good Reason,” “Disability,” and CIC definitions summarized in proxy; CIC includes >50% voting power change, board turnover, or qualifying business combination tests . |
| Clawback | SEC/Nasdaq-compliant clawback for incentive comp tied to financial reporting measures –. |
| Non‑compete/solicit | Agreements reference compliance with restrictive covenants (breach can constitute Cause); specific durations not disclosed . |
Board Governance
- Board service: Director since September 8, 2020; Acting Chair from December 15, 2021 to April 8, 2022 .
- Committee roles: All board committees are comprised solely of independent directors; no committee assignments disclosed for Garrett as an executive director .
- Independence: Board determined named non‑management directors to be independent; Garrett is not listed as independent .
- Leadership structure: Roles of CEO and Chair separated; Chair is Thomas Weng (since Jan 15, 2025) .
- Attendance: In 2024, each director attended more than 75% of board and applicable committee meetings; regular executive sessions of independent directors occur .
Related Parties, Red Flags, and Risk Indicators
- Related-party transactions: HYMC paid Ausenco ~$0.4mm (2024) and ~$0.3mm (2023) for engineering/report work while Garrett served as a non‑executive director of Ausenco’s parent (Nov 2020–Jan 2025) .
- Family employment: Garrett’s brother (SVP & GM) received ~$0.6mm cash comp in 2024 (incl. ~$0.2mm bonus/other) and ~$0.1mm in RSUs; he does not report to Garrett .
- Historical bankruptcy association: Director Stephen Lang (not Garrett) served on Allied Nevada’s board prior to its 2015 bankruptcy; Allied Nevada formerly owned the Hycroft Mine .
- Going concern and losses: HYMC continues to incur operating losses and disclosed substantial doubt about going concern absent financing/cost controls (2024 10‑K); net losses in 2022–2024 and depressed TSR during Garrett’s tenure .
- Debt reduction positive: Sprott Credit Agreement fully repaid and terminated on October 14, 2025, improving balance sheet flexibility .
Pay vs Performance (context)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $86.64 | $39.90 | $35.99 |
| Net Income (Loss) ($000s) | $(60,828) | $(55,024) | $(60,896) |
| CEO “Compensation Actually Paid” ($) | $1,634,024 | $1,061,255 | $1,432,196 |
Investment Implications
- Alignment and retention: Large unvested RSU overhang with multi‑year vesting (through 2027/2028) promotes retention; hedging/pledging prohibited; no options outstanding reduces leverage to upside; equity plan design includes minimum 12‑month vesting and no repricing without shareholder approval .
- Change‑in‑control economics: Double‑trigger severance of 2x salary plus 2x bonus (greater of prior year actual, current actual, or target) and 24 months of benefits is meaningful; could influence sale dynamics and lock in leadership through a transaction window .
- Pay-for-performance scrutiny: 2024 bonus rose versus 2023 while TSR and net income remained weak; however, bonus metrics include safety, environmental compliance, exploration, balance sheet (debt payoff in 2025 supports progress narrative) though weights/outcomes are undisclosed; investors may press for more transparent, objective performance curves .
- Governance and conflicts: Board independence on committees and separation of Chair/CEO mitigate dual‑role risks; nonetheless, Ausenco-related payments and a family member in a senior role are governance optics to monitor (Audit Committee reviews RPTs) .
- Execution risk: Restart path depends on financing, technical process selection, and permitting; 10‑K includes going‑concern risk; leadership’s track record in project development is a positive, but capital market access remains the key lever .