Stanton Rideout
About Stanton Rideout
Executive Vice President and Chief Financial Officer of Hycroft Mining Holding Corporation since October 2020; age 66 as of the 2025 Proxy. Prior roles include senior finance leadership at Phelps Dodge, CFO of Swift Transportation (Jan–May 2008), and CFO of Romarco (2010–2015); he later served as consulting CEO, director, and Chairman at Carolina Gold Resources (2017–2020). Education: MBA (University of Evansville), BS in Business/Finance (Western Kentucky University); Certified Public Accountant. Company performance in his tenure shows no revenues in 2023–2024 due to ceased mining operations, a cumulative TSR indicating a $100 investment valued at $39.90 (2023) and $35.99 (2024), and net losses of $55.0m (2023) and $60.9m (2024); EBITDA was negative across 2022–2024.* *
*Values marked with an asterisk were retrieved from S&P Global (Capital IQ) via GetFinancials.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phelps Dodge | Various senior finance roles (VP & Treasurer, VP & Controller, IRO, CFO of Phelps Dodge International) | ~25 years (pre-2008) | Led treasury, controller, IR and divisional CFO functions across a major mining conglomerate |
| Swift Transportation | EVP & CFO | Jan–May 2008 | Short-tenure CFO at a large North American truckload carrier |
| Romarco | SVP & CFO | Nov 2010–Dec 2015 | CFO through period culminating in acquisition by OceanaGold in Sept 2015 |
| Consulting (post-Romarco) | Debt & equity advisor to mining companies | 2015–2018 | Structured financing advisory following Romarco transaction |
| Hycroft Mining (HYMC) | EVP & CFO | Oct 2020–present | Led financing, RSU programs, and balance sheet deleveraging |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carolina Gold Resources (CGR) | Board Member; Chairman; Consulting CEO | Board from Jun 2017; Chairman from Jul 2018; Consulting CEO Apr 2018–Oct 2020 | Governance and operating oversight at a Canadian project generator |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $425,000 | $425,000 |
| Target Bonus % | 60% of base | 60% of base |
| All Other Compensation (total) | $23,364 | $30,063 |
| 401(k) Match (included in All Other) | $19,800 | $23,205 |
| Life Insurance Premiums (included in All Other) | $3,564 | $6,858 |
Performance Compensation
Annual Cash Incentive Bonus
| Metric | 2023 | 2024 |
|---|---|---|
| Target Bonus ($) | $255,000 (60% × $425,000; derived from disclosures) | $255,000 (60% × $425,000; derived from disclosures) |
| Actual Bonus Paid | $280,500 | $385,000 |
| Payout vs Target | 110% (derived) | 151% (derived) |
| Performance Metrics (categories) | Health & safety; environmental; technical advancement; exploration; balance sheet; stakeholder engagement—set annually by the Compensation Committee | Same framework; targets and awards determined annually by the Compensation Committee |
Long-Term Equity (RSUs)
| Grant | Grant Date | Shares | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Time-based RSU | May 23, 2024 | 50,000 | $167,000 | 33% on May 23, 2025; 33% on May 23, 2026; 34% on May 23, 2027 |
| Time-based RSU | Jun 2, 2022 | 44,580 | — | 33% on Apr 18, 2024; 33% on Apr 18, 2025; 34% on Apr 18, 2026 |
| Time-based RSU | Oct 20, 2020 | 3,298 | — | 33% on Jun 2, 2023; 33% on Jun 2, 2024; 34% on Jun 2, 2025 |
| Time-based RSU | Mar 2, 2021 | 2,686 | — | 100% vests Oct 20, 2024 |
- Equity awards under long-term plans carry “double-trigger” accelerated vesting upon a Change in Control (CIC) .
- No options outstanding and no repricing permitted under the plan; minimum 12-month vesting; no dividends on unvested awards; no tax gross-ups .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 182,986 shares; less than 1% of outstanding (based on 80,955,513 shares as of Record Date); includes 50,000 RSUs scheduled to convert upon vesting |
| Unvested RSUs at 12/31/2024 | 15,157 ($33,497), 33,334 ($73,668), 50,000 ($110,500) market values |
| Pledging/Hedging | Prohibited for insiders (no short sales, no options trading, no margin/pledging, no hedging of company securities) under Insider Trading Policy |
| Ownership Guidelines | Not disclosed for executives |
| Options | None outstanding as of 12/31/2024 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement Date | April 10, 2024 (2024 Rideout Employment Agreement) |
| Base Salary | $425,000 |
| Target Bonus | 60% of base salary |
| Termination (without Cause or for Good Reason) | 1.5× base salary, paid over 18 months; plus 18 months of continued benefits at active-employee cost |
| CIC (double-trigger) | 2.0× base salary (lump sum at ~60 days); 2.0× the greater of prior-year actual bonus, current-year actual bonus prior to 1st anniversary, or target bonus; plus 24 months of continued benefits at the lower of CIC-date or subsequent rate |
| Good Reason Definition | Material diminution of role/responsibilities/title; breach by company; forced relocation >75 miles; salary reduction not generally applicable; failure to pay vested amounts (with cure periods) |
| Clawback | SEC/Nasdaq-compliant compensation recovery policy covering incentive-based pay tied to financial reporting measures for the prior 3 years |
| Hedging/Pledging Policy | Prohibits short-term trading (<6 months), short sales, options, margin/pledging, and hedging of company securities (non-company commodity hedges permitted) |
| RSU Plan Protections | No option/SAR repricing; minimum 12-month vesting; no dividends on unvested awards; awards subject to clawback |
Performance & Track Record
- Financing and balance sheet: CFO signed underwriting agreements and served as point of contact for multiple offerings; Hycroft raised ~$40.7m net (June 2025 offering), $60.0m (Sept 2025 private placement), ~$163.6m net (Oct 2025 offering), and fully extinguished debt on Oct 15, 2025 at a 9% discount to face value .
- Liquidity: Unrestricted cash increased to $139.1m at Sep 30, 2025 from $49.6m at Dec 31, 2024, supported by equity issuance and ATM program .
- Operations: No revenue in 2023–2024; focus on exploration, metallurgical programs, and a new technical report targeted for late 2025 .
Pay vs Performance (Company)
| Year | Value of $100 Investment (TSR) | Net Income (Loss) ($000s) |
|---|---|---|
| 2022 | $86.64 | (60,828) |
| 2023 | $39.90 | (55,024) |
| 2024 | $35.99 | (60,896) |
Compensation Committee & Say-on-Pay
- Committee/Consultants: Lane Caputo advised in 2024; Aon’s Human Capital Solutions advised in 2025 on RSU plan design and share-reserve modeling .
- Say-on-Pay (2024): Votes For 6,524,716; Against 558,503; Abstain 163,628; broker non-votes 5,322,042 .
Compensation Structure Analysis
- Mix shift: Emphasis on time-based RSUs (no options outstanding); committee cited burn-rate management and dilution control .
- At-risk pay: 2024 bonus exceeded target (151% vs target) amid significant financing and deleveraging efforts; specific metric weightings are not disclosed .
- Governance protections: Robust clawback and hedging/pledging prohibitions; no tax gross-ups; minimum vesting standards .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Option repricing: Explicitly prohibited (alignment positive) .
- Related parties: Disclosed related party relationships and Audit Committee oversight; Rideout-specific related party transactions not disclosed .
- Governance: Independent committee administers incentives; equity plan subject to shareholder approval .
Equity Ownership & Upcoming Vesting — Potential Selling Pressure
| Upcoming Vesting Milestones | Shares |
|---|---|
| Apr 18, 2025 (2022 grant 2nd tranche) | 33% of 44,580 RSUs |
| May 23, 2025 (2024 grant 1st tranche) | 16,500 RSUs (33% of 50,000; derived from disclosed vesting) |
| Apr 18, 2026 (2022 grant 3rd tranche) | 34% of 44,580 RSUs |
| May 23, 2026 (2024 grant 2nd tranche) | 16,500 RSUs (33%; derived) |
| May 23, 2027 (2024 grant 3rd tranche) | 17,000 RSUs (34%; derived) |
- Insider trading policy restricts short-term trading, options, margin/pledging, and hedging; RSUs convert on vest, subject to blackout windows and policy compliance .
Company Financial Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $33,229,000 | $0 (no revenues) | $0 (no revenues) |
| EBITDA ($) | -$49,726,000* | -$42,740,000* | -$51,000,000* |
*Values retrieved from S&P Global.
Investment Implications
- Alignment: Pay is governed by clawback and anti-hedging/pledging rules; no options or repricing; RSUs with multi-year vesting and CIC double-trigger promote retention and alignment .
- Retention and pressure: Upcoming RSU tranches (2025–2027) create potential supply overhang near vest dates, but policy constraints and blackout windows temper near-term selling; severance/CIC packages (1.5× base; 2.0× base+bonus) reduce voluntary turnover risk .
- Pay-for-performance: 2024 bonus above target within a framework focused on safety, environmental, exploration, balance sheet, and stakeholder metrics; lack of disclosed weightings reduces transparency, but deleveraging and capital raises in 2025 are notable execution signals .
- Monitoring catalysts: Watch the 2025–2027 RSU vest dates (Apr 18 and May 23 cycles), equity plan approvals, ATM/utilization, and exploration/technical report milestones for sentiment shifts; company remains pre-revenue with negative net income and EBITDA.* *
*Values marked with an asterisk were retrieved from S&P Global (Capital IQ) via GetFinancials.