Rebecca Jennings
About Rebecca Jennings
Rebecca A. Jennings serves as Senior Vice President and General Counsel of Hycroft Mining Holding Corporation (HYMC) and is Corporate Secretary; she is listed as a Named Executive Officer (NEO) in the 2025 proxy and signed multiple 8-K filings in October 2025 in her capacity as SVP & General Counsel . She joined HYMC effective October 24, 2022, with her initial salary set at $300,000 and increased to $315,000 on May 23, 2023; no salary increases were made in 2024 or 2025 . HYMC’s executive pay structure comprises base salary, annual cash incentive bonuses tied to operational and financial objectives, and long‑term equity-based awards (RSUs); Jennings received a $200,500 cash bonus and $133,600 in RSU grant-date fair value in 2024 . Company pay-versus-performance disclosure indicates Total Shareholder Return (TSR) for a $100 initial investment of $86.64 (2022), $39.90 (2023), and $35.99 (2024), with net losses of $60.8m (2022), $55.0m (2023), and $60.9m (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newmont Mining | Legal/General Counsel-related role (not specified) | Not disclosed | Listed among HYMC team’s prior experience; supports sector knowledge and legal capability |
| Allied Nevada | Legal/General Counsel-related role (not specified) | Not disclosed | Listed among HYMC team’s prior experience; relevant Nevada gold/silver jurisdiction experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in HYMC filings reviewed | — | — | — |
Jennings is not presented as a current public company director in HYMC’s 2025 DEF 14A materials reviewed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $311,250 | $315,000 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $171,188 | $200,500 |
| Stock Awards – Grant-Date Fair Value ($) | $203,960 | $133,600 |
| All Other Compensation ($) | $8,600 | $21,944 |
| 401(k) Matching ($) | $7,358 | $19,622 |
| Life Insurance Premiums ($) | $1,242 | $2,322 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Health & safety; environmental compliance; technical advancement; exploration; balance sheet; stakeholder engagement (as set by Compensation Committee annually) | Not disclosed | Not disclosed | Not disclosed | $200,500 | Cash; annual (no vest) |
| Annual Cash Incentive (2023) | Health & safety; environmental compliance; technical advancement; exploration; balance sheet; stakeholder engagement (as set by Compensation Committee annually) | Not disclosed | Not disclosed | Not disclosed | $171,188 | Cash; annual (no vest) |
| Equity-Based Awards | Time-based RSUs (alignment and retention) | Not applicable | Not applicable | Not applicable | Grant-date fair value $133,600 (2024) | See vesting schedules below |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 101,218 shares; less than 1% of outstanding |
| Shares Outstanding (Record Date) | 80,955,513 |
| Options Outstanding (company-wide) | No options, warrants, or rights outstanding as of Dec 31, 2024 |
| Hedging/Pledging | Company policy prohibits pledging, short sales, options trading, and hedging of HYMC stock for insiders unless CFO pre-approves; covered persons include executive officers |
| Clawback | SEC/Nasdaq-compliant compensation recovery policy covering incentive-based compensation for 3 years prior to restatement; equity awards subject to clawback under Incentive Plan |
RSU Grants and Vesting Schedules
| Award | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Time-based RSUs | 2024 (date not specified in proxy) | 40,000 | $133,600 | 33% on Jun 30, 2026; 33% on Jun 30, 2027; 34% on Jun 30, 2028 (contingent on continued employment) |
| Time-based RSUs | Oct 24, 2022 | 30,000 | Not disclosed | Vests on Oct 24, 2026 (contingent on continued employment) |
Outstanding Equity Awards (FY-end 2024)
| Units Not Yet Vested (#) | Market Value ($) |
|---|---|
| 30,000 | $66,300 |
| 26,667 | $58,934 |
| 40,000 | $88,400 |
Employment Terms
| Term | Jennings |
|---|---|
| Employment Start Date | October 24, 2022 |
| Base Salary History | Initial $300,000 at hire; increased to $315,000 on May 23, 2023; no increases in 2024 or 2025 |
| Bonus Program | Annual cash incentive set by Compensation Committee with operational/financial metrics; awards determined after year-end |
| Equity Plan Features | Minimum 12-month vesting; no dividends on unvested awards; no option/SAR repricing; no tax gross-ups; awards subject to clawback |
| Indemnification | HYMC provides indemnification agreements to all officers/directors to fullest extent under Delaware law |
| Severance/Change-of-Control | Proxy details severance and CIC terms for CEO and CFO only; Jennings’ agreement terms not disclosed in reviewed materials |
Investment Implications
- Pay mix reflects meaningful variable compensation: cash bonus of $200.5k vs. $315k base in 2024 and recurring RSU grants; equity vesting from mid-2026 through mid-2028 creates retention hooks and reduces near‑term selling pressure tied to unvested awards .
- Alignment mechanisms are present (clawback; anti‑hedging/pledging; no option repricing; no tax gross‑ups); options are not outstanding company‑wide at FY‑end 2024, limiting repricing risks and option‑driven sales .
- Ownership is small (<1%), reducing direct “skin-in-the-game” leverage; however, multi‑year RSU schedules and policy constraints on pledging/margin suggest moderate governance and alignment safeguards .
- Company performance context shows TSR declining and continuing net losses in 2023–2024; bonus plan uses operational metrics (H&S, environmental, technical, exploration, balance sheet, stakeholder engagement), but specific targets/weightings are not disclosed—monitor future proxies for tighter pay‑for‑performance linkages and any changes to metrics or award design .