John Swallow
About John Swallow
John Swallow, 58, is Idaho Strategic Resources’ Executive Chairman (since July 11, 2019) and Chief Executive Officer (since January 10, 2017); he holds a B.S. in Finance from Arizona State University . During 2022–2024, IDR’s total shareholder return rose from $74.10 to $132.47 and GAAP net income improved from $(2.63) million to $8.75 million, while reported compensation for the CEO increased from $138,918 to $240,500, indicating rising pay alongside materially improved performance . The Board emphasizes combined Chair/CEO leadership at this stage, while maintaining three independent directors and fully independent key committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Idaho Strategic Resources (IDR) | President and Director (initial appointment) | Aug 29, 2013; resigned Dec 2014; reappointed President May 5, 2015 | Senior leadership and governance continuity ahead of elevation to CEO/Chair |
| Timberline Drilling, Inc. | Vice President | Nov 2011–Aug 2013 | Mining services leadership; operational and industry experience |
| Self-employed | Principal | Sep 2009–Nov 2011 | Entrepreneurial/independent capital markets experience |
| Timberline Resources Corporation | Chairman | Jan 2006–Sep 2009 | Public-company board leadership and junior equity market expertise |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed; no IDR director is also a director of another Section 12 issuer |
| Other public/private/non-profit boards | Not disclosed in proxy |
Board Governance (Service History, Committees, Dual-Role Implications)
- Roles: Executive Chairman since July 11, 2019 and CEO since January 10, 2017; Board favors combined roles for focused leadership and alignment with stakeholders .
- Board composition/independence: Five directors, three independent (Beaven, Shiell, Turner) .
- Committees: Audit, Compensation, and Nominating Committees are fully independent; Beaven is Chair of all three .
- Attendance and executive sessions: 8 board meetings in 2024; 100% attendance; independent directors meet in executive session at least annually; no designated standing presiding/lead independent director for executive sessions .
- Dual-role implications: Combined CEO/Chair is intentional; Board reviews governance structure periodically; independent committees and sessions mitigate concentration risk .
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | — | 167,042 | 208,500 |
| Annual Bonus (Cash) | — | — | 32,000 |
| Total Compensation (SCT basis) | 138,918 | 167,042 | 240,500 |
- 2024 salary increases (effective Dec 1, 2024): CEO base moved from $192,000 to $252,000 (Board cited below-peer salary levels) .
- CEO pay ratio (2024): 2.06:1 (CEO $240,500 vs. median employee $116,755) .
- Say-on-pay: 99% approval in 2024 .
Performance Compensation
| Vehicle | Grant/Status | Shares/Options | Price/Value | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock options (company-wide grant under 2023 Plan) | Jan 15, 2025 | Aggregate 400,000; 13,000 total to NEOs; 10,000 total to Board | $11.50 exercise; total grant date FV $1,901,360 | Not specified | 3-year life | Individual NEO allocations not itemized; FV via Black-Scholes (64.2% vol, 4.34% risk-free) |
| CEO options outstanding at FY-end | As of Dec 31, 2024 | 3,000 (exercisable) | $5.77 exercise | 100% vested at grant (Sept 6, 2022) | Sep 5, 2025 | CEO tranche specifically listed in Outstanding Equity Awards table |
| Option exercises by NEOs | FY 2024 activity | 67,287 cashless (for 38,262 shares) and 21,429 cash exercises | — | — | — | Reported at group level for NEOs (not by individual) |
Performance metrics and weighting: The Compensation Committee does not disclose specific metric weightings or formal targets; it uses judgment informed by market data and peer references; no compensation consultants were engaged in 2024 .
Clawback: Policy adopted; no recoveries to date .
Grant timing policy: No written timing program; grants generally avoid windows around MNPI; approvals via Compensation Committee .
Insider trading/hedging: Policy adopted March 26, 2025; prohibits hedging, short sales, and margin accounts; trading windows and pre-clearance in place; no Rule 10b5-1 adoptions/terminations by directors/officers in Q4 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (CEO) | 933,248 shares/derivatives; includes 930,248 common + 3,000 options (presently exercisable) |
| Ownership (% of outstanding) | 6.61% of 14,052,872 shares outstanding |
| Vested vs. unvested | Options listed for CEO are exercisable; unvested CEO awards not shown for 2024 year-end |
| Options in-the-money value | Not disclosed in proxy; depends on market price at exercise (not provided here) |
| Pledging | No shares pledged as security |
| Ownership guidelines | Not specified; proxy references a Security Trading Policy, not a salary-multiple ownership guideline |
Equity plan capacity: 2023 Equity Incentive Plan authorizes up to 1,225,600 shares via options or other equity awards; as of Dec 31, 2024, no awards made under the 2023 plan; 2014 plan had 77,000 outstanding options (WAE $5.17); 0 remaining under 2014 plan .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None for Named Executive Officers |
| Severance | None (no plan/arrangement for resignation, retirement, termination, or change in control) |
| Change-in-control | None (no CIC provisions) |
| Non-compete / non-solicit / garden leave | Not disclosed in proxy |
| Retirement/SERP/Deferred comp | No retirement plan for executive officers disclosed; no nonqualified deferred comp earnings in SCT |
| Perquisites/tax gross-ups | Not specifically disclosed; no tax gross-ups discussed |
| Clawback | Policy in place; no recoveries to date |
| Insider trading / 10b5-1 | Policy adopted March 26, 2025; no 10b5-1 adoptions/terminations by insiders in Q4 2024 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Total Compensation (SCT) | $138,918 | $167,042 | $240,500 |
| Company TSR (base $100 at 12/31/2021) | $74.10 | $82.29 | $132.47 |
| GAAP Net Income (Loss) | $(2,631,092) | $1,073,449 | $8,753,377 |
- Pay versus performance comment (per proxy): Compensation Actually Paid increased 73% for PEO 2022–2024 vs. a 433% increase in net income; TSR up 79% over 2022–2024 .
Director Compensation (Context for Dual Roles)
| Director | 2023 Total ($) | 2024 Total ($) |
|---|---|---|
| Kevin Shiell | 9,000 | 17,500 |
| Richard Beaven | 9,000 | 17,500 |
| Carolyn Turner | 5,000 | 17,500 |
Notes: No additional fees for meetings/committee roles; occasional consulting may be paid in cash or unregistered stock; no director retirement/change-in-control benefits . CEO’s salary line “includes fees earned as Directors” in SCT footnote .
Risk Indicators & Governance Considerations
- Related-party transactions: None reportable under Reg S-K 404(d) for 2024; Company also disclosed sub-threshold items in 10-K Note 12 .
- Legal proceedings: None material involving directors/officers/5% holders .
- Governance structure: Combined CEO/Chair without a designated Lead Independent Director; mitigated by three independent directors, independent committees, and executive sessions .
- Equity award design: 2022 option grants vested 100% on grant; 2025 options have 3-year life; specific vesting for 2025 grant not detailed; monitor for potential immediate vesting practices which can weaken retention incentives if repeated .
Compensation Committee & Say-on-Pay
- Composition: Independent directors (Shiell, Beaven, Turner); Beaven chairs; met once in 2024; no external compensation consultant used in 2024 .
- Philosophy/process: Market-informed judgment rather than formulaic targets; CEO recommends NEO compensation except his own; Board approves .
- Say-on-pay: 99% approval in 2024; Committee commits to consider results in program design .
Investment Implications
- Alignment: High insider ownership (6.61%) with no pledging, plus prohibitions on hedging and margin create solid shareholder alignment and reduce governance red flags .
- Retention and downside protection: Absence of employment agreements, severance, or change-in-control protections reduces shareholder liability but may elevate retention risk in adverse scenarios or in a strategic process .
- Incentive design and selling pressure: CEO has 3,000 options expiring Sep 2025 (ex. price $5.77); NEOs executed notable option exercises in 2024; a January 2025 option grant exists (aggregate level disclosed) with $11.50 strike—monitor for additional exercises or 10b5-1 plan adoptions as potential flow overhang indicators .
- Governance quality: Combined CEO/Chair remains a structural risk; however, independent committees, 100% attendance, and executive sessions provide partial counterbalance; say-on-pay support (99%) indicates current shareholder acceptance of the pay/governance model .
- Pay-performance: Improving TSR and profitability alongside rising CEO pay suggests directional alignment; continued transparency on metric targets/weighting would strengthen pay-for-performance credibility .