Grant Brackebusch
About Grant Brackebusch
Grant Brackebusch, P.E., age 55, is Idaho Strategic Resources’ Chief Financial Officer, Vice President, and a Director; he has served as Vice President and Director since 1996 and holds a B.S. in Mining Engineering from the University of Idaho, with registration as a Professional Engineer in Idaho. He supervises mining operations at the Golden Chest and the New Jersey Mill, bringing expertise across permitting, exploration, open pit/underground mining, and mineral processing . Under the team’s tenure, FY2024 revenue increased 88.7% to $25.77 million, operating income reached $8.43 million, and net income rose to $8.75 million; total shareholder return increased 79% from 2022 to 2024 as disclosed in the proxy’s Pay vs Performance table .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Idaho Strategic Resources (IDR) | CFO; Vice President; Director | 1996–present | Supervises Golden Chest mining operations and New Jersey Mill; experience spans permitting, exploration, open-pit/underground mining, and mineral processing |
| Newmont | Not disclosed | Not disclosed | Prior experience at Newmont; technical mining and processing background referenced |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company directorships (other than IDR) | None disclosed | — | “No Directors of the Company are also directors of issuers” required to file under the Exchange Act |
Fixed Compensation
| Year | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2021 | 150,000 | 6,975 | 48,046 | 205,021 |
| 2022 | 150,000 | 4,728 | 9,190 | 163,918 |
| 2023 | 175,375 | — | — | 175,375 |
| 2024 | 208,500 | 32,000 | — | 240,500 |
- Salary includes fees earned as Director per proxy footnotes .
- Effective December 1, 2024, the Compensation Committee increased his annual salary from $192,000 to $252,000 (reflects new rate; 2024 paid salary was $208,500) .
Performance Compensation
| Incentive type | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual cash bonus (2024) | Discretionary; committee considers company and individual performance; no fixed target disclosed | Not disclosed | $32,000 (2024) | Cash, immediate |
| Stock options (historical 2021–2022) | N/A (director service compensation) | N/A | Awards valued under ASC 718 | 100% vested on grant (2021/2022 awards) |
| Stock options (grant on Jan 15, 2025) | Long‑term alignment/retention | 13,000 options to Brackebusch as officer at $11.50 strike; 3‑year term | Granted | Vest in equal amounts bi‑annually over 3 years |
- Committee states it does not use a single method or establish specific targets for total direct compensation; periodic bonuses and equity are considered against market data and peer practices; CEO recommends other NEOs’ cash/equity (committee sets CEO pay) .
- On Jan 15, 2025, the Board approved option grants at a 10% premium to market ($11.50), expiring in 3 years; each non‑employee director received 10,000 options, and each of the named officers (including Brackebusch) received 13,000 options; grants vest in equal bi‑annual installments over three years . The proxy also references an aggregate 400,000‑option grant with $1.90M grant‑date fair value (Black‑Scholes vol 64.2%, risk‑free 4.34%) .
Equity Ownership & Alignment
| As of date | Common shares owned | Options exercisable | Beneficial ownership % | Pledged shares |
|---|---|---|---|---|
| May 2, 2024 | 118,054 shares; 24,429 options | Included above | 1.08% | Not disclosed for 2024 table |
| May 2, 2025 | 133,232 shares; 3,000 options | 3,000 | 0.96% (based on 14,052,872 shares) | No shares pledged (directors/officers) |
- Outstanding equity awards at 12/31/2024: 3,000 options exercisable at $5.25 expiring 9/5/2025 (100% vested at grant) .
- 2024 option activity (NEOs aggregate): 67,287 options exchanged for 38,262 shares via cashless exercise; 21,429 options exercised for cash (none exercised in 2023), indicating some insider liquidity but not necessarily open‑market selling .
- Policy prohibits hedging, short sales, and margin accounts (adopted March 26, 2025) . Proxy states “No shares are pledged as security” for directors/officers .
- Equity plan capacity: As of 12/31/2024, 77,000 options outstanding under 2014 plan; 1,225,600 shares available under 2023 plan (no awards made under 2023 plan until the 1/15/2025 grants) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None; no ongoing employment agreement for NEOs |
| Severance | No agreements that provide payments upon resignation, retirement, termination, or change‑in‑control |
| Change‑in‑control | No CIC provisions (single or double trigger) for NEOs |
| Clawback | Policy for recovery of erroneously awarded compensation; filed as an exhibit to FY2024 10‑K; no recoveries to date |
| Insider trading | Policy prohibits trading on MNPI; establishes blackout/pre‑clearance; prohibits hedging/short sales/margin; includes Rule 10b5‑1 procedures; no 10b5‑1 adoptions/terminations in last fiscal quarter of 2024 |
| Non‑compete / Non‑solicit / Garden leave | Not disclosed in proxy |
| Retirement/pension/SERP | No retirement plan for executive officers |
Board Governance
- Role and tenure: Director since July 18, 1996; currently nominated to serve until the 2026 annual meeting; not independent as a serving officer .
- Committee service: Audit, Compensation, and Nominating committees are comprised of independent directors (Beaven, Shiell, Turner); Beaven and Turner designated “audit committee financial experts” . Brackebusch does not serve on these committees .
- Board structure: CEO (John Swallow) also serves as Chairman; directors serve one‑year terms; no formal Lead Independent Director (independent directors hold at least one executive session annually and select a presiding director ad hoc) .
- Attendance: Board held eight meetings in 2024; directors attended 100% of board/committee meetings .
Director Compensation (context for dual‑role)
| Director (non‑employee) | 2024 Cash retainer ($) |
|---|---|
| Shiell | 17,500 |
| Beaven | 17,500 |
| Turner | 17,500 |
- No additional fees for meetings, committee membership, or chair roles . For executives who are directors (e.g., Brackebusch), director fees are included in “Salary” in the NEO compensation table .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Gold ounces produced | 6,103 | 8,247 | 11,915 |
| Payable ounces sold | 5,672 | 7,673 | 11,169 |
| Revenue ($) | — | 13,656,733 | 25,765,373 |
| Gross profit ($) | — | 3,965,036 | 12,950,493 |
| Income from operations ($) | — | 1,012,370 | 8,425,535 |
| Net income ($) | (2,631,092) | 1,073,449 | 8,753,377 |
| TSR (index, $100 base) | 74.10 | 82.29 | 132.47 |
- Management attributes FY2024 step‑up to higher head grades (notably H‑Vein), increased ounces sold (+3,595 YoY), and higher realized gold prices; gross margin rose from 29.0% (2023) to 50.3% (2024) .
- AISC per ounce was $1,478 in 2024 (cash cost $910/oz) vs $1,450 in 2023 on higher production (11,915 oz vs 8,247 oz) .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote: 99% approval of the executive compensation program .
Compensation Structure Analysis
- Mix and trend: Brackebusch’s compensation is predominantly cash (salary + modest discretionary bonus); equity has historically been modest and, pre‑2025, often fully vested at grant for director service; 2025 options introduce multi‑year, bi‑annual vesting, improving retention alignment .
- Targets/metrics: The Committee does not set fixed total compensation targets; uses market/peer data and business judgment; CEO recommends NEO pay other than his own .
- Risk controls: Clawback policy is in place; hedging/shorting/margin prohibited; Committee/Board state no compensation plans incentivize undue risk‑taking .
- Peer group: Committee references peer market data but does not disclose the peer list in the proxy .
Risk Indicators & Red Flags
- Related party transactions: None reportable in 2024 (below‑threshold items referenced in 10‑K Note 12) .
- Legal proceedings: None material involving directors or officers .
- Hedging/pledging: Hedging prohibited; no pledging of shares by directors/officers .
- Equity actions: Significant NEO option exercises in 2024 (cashless and cash), which can create supply but also reflect monetization of in‑the‑money awards; absence of 10b5‑1 plans in last fiscal quarter of 2024 noted .
- Governance: Combined CEO/Chair and an executive (CFO) serving as a director reduce pure independence optics; independent committees and 100% meeting attendance mitigate .
Employment Contracts, Severance, and Change‑of‑Control Economics
| Item | Brackebusch / IDR disclosure |
|---|---|
| Employment agreement | None |
| Severance multiple | None; no severance plan |
| Change‑in‑control | None (no single/double trigger, no accelerated vesting terms disclosed) |
| Tax gross‑ups | Not disclosed; none indicated |
| Deferred comp/SERP | None |
Equity Award Detail (Vesting/Supply Overhang)
| Date | Award | Shares/Options | Strike | Term | Vesting |
|---|---|---|---|---|---|
| 9/6/2022 | Stock options (director service) | 3,000 | $5.25 | To 9/5/2025 | 100% vested at grant |
| 1/15/2025 | Stock options (officer grant) | 13,000 | $11.50 | 3 years | Equal bi‑annual installments over 3 years |
- As of 12/31/2024, an aggregate 27,000 options were vested and outstanding to directors/officers including Brackebusch (3,000) .
- 2023 Equity Plan has 1,225,600 shares available (pre‑2025 grant status) .
Board Service History, Committees, and Dual‑Role Implications
- Service history: Director since 1996; currently nominated through 2026 annual meeting .
- Committees: Not a member; all three committees are independent (Beaven, Shiell, Turner), with Beaven chairing and Beaven/Turner as financial experts on Audit .
- Independence: As an executive officer, Brackebusch is not independent; the combined CEO/Chair leadership and an executive director presence may concentrate authority, though independent committees, executive sessions, and 100% attendance provide counterbalances .
Investment Implications
- Alignment: Ownership of 0.96% (133,232 shares + 3,000 options) with no pledged shares and a hedging prohibition supports alignment; new 2025 options with staged vesting improve retention and long‑term focus versus prior instant‑vest awards .
- Retention risk: Absence of employment, severance, or change‑in‑control protections reduces cost but could raise retention risk in a takeout or downcycle; the 2025 award cadence partially offsets this .
- Pay for performance: Cash‑heavy pay with modest discretionary bonuses and limited equity suggests conservative leverage to upside; given strong 2024 operating/financial performance (revenue +88.7%, net income $8.75m, TSR +79% since 2022), incremental performance‑linked equity (e.g., PSUs with TSR/operating metrics) could further align incentives if adopted .
- Trading signals: 2024 NEO option exercises indicate some insider monetization; the sizable 2025 grant at a premium strike and staged vesting is generally a constructive signal of management’s commitment to long‑term value creation . The 99% say‑on‑pay support reduces near‑term governance overhang .