Kevin Shiell
About Kevin Shiell
Independent director of Idaho Strategic Resources (IDR) since January 10, 2017; age 66 as of May 2, 2025. Brings 30+ years of operating and management experience across mining and mineral processing, including executive roles at Stillwater Mining, MGM Gold, Hecla Mining, and Gold Road Mining; currently VP of Operations–Idaho for Americas Gold and Silver. Serves on the Audit, Compensation, and Nominating & Corporate Governance Committees; the Board has determined he is independent under NYSE American and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stillwater Mining Company | General Manager; VP of Mine Operations | Not disclosed | Senior operating leadership in mining operations |
| MGM Gold | Chief Operating Officer | Not disclosed | Executive operations leadership |
| Hecla Mining Company | Various mine supervisory positions | Not disclosed | Operational supervision |
| Gold Road Mining Corporation | President and Director | Not disclosed | Executive and board oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Americas Gold and Silver | VP of Operations–Idaho | Current | External operating executive role in mining |
No directors of IDR are also directors of other public issuers registered under Section 12 of the Exchange Act; thus, no other public company directorships or interlocks are disclosed for Mr. Shiell .
Board Governance
- Independence: Board identifies three independent directors, including Kevin Shiell .
- Board and committee attendance: In 2024, each director attended 100% of Board meetings and of the committees on which they served; Board held eight meetings .
- Executive sessions: Independent directors meet in executive session at least annually; presiding director designated ad hoc (no formal Lead Independent Director) .
| Committee | Membership (Kevin Shiell) | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Richard Beaven | 4 |
| Compensation Committee | Member | Richard Beaven | 1 |
| Nominating & Corporate Governance Committee | Member | Richard Beaven | 1 |
- Compensation Committee practices: Committee may engage independent advisors but hired none in FY2024; authority cannot be delegated; Board approval required for decisions .
- Related party transactions: Audit Committee oversees; no related party transactions reportable under Reg S‑K 404(d) for FY2024; some sub‑threshold items referenced in 2024 10‑K Note 12 .
- Section 16(a) compliance: Company believes officers/directors complied with filing requirements .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer (Salary $) | $9,000 | $17,500 |
| Meeting fees | $0 (no fees paid for attendance) | $0 (no fees paid for attendance) |
| Committee membership/chair fees | $0 (none paid) | $0 (none paid) |
| Equity grants in year (Stock awards $) | $0 | $0 |
| Option awards in year ($) | $0 | $0 |
| Total | $9,000 | $17,500 |
- Director retirement/change-in-control: No retirement plan and no agreements/arrangements providing payments to directors upon resignation, retirement, termination, or change in control .
Performance Compensation
- Structure: No performance-linked components disclosed for directors; FY2024 director compensation consisted solely of fixed cash retainer; stock and option awards reported as $0 for 2024 .
| Performance Metric | 2024 Plan Target | Weighting | Outcome |
|---|---|---|---|
| Revenue growth | Not applicable (no performance pay disclosed) | — | — |
| EBITDA/TSR targets | Not applicable (no performance pay disclosed) | — | — |
| ESG/strategic goals | Not applicable (no performance pay disclosed) | — | — |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| None | — | No IDR directors serve on other public company boards (Section 12 issuers) |
Expertise & Qualifications
- 30+ years in mining operations and management; senior roles at Stillwater Mining, MGM Gold, Hecla Mining; former President/Director at Gold Road Mining .
- Current operating executive at Americas Gold and Silver (Idaho operations) .
- Industry operator expertise complements IDR’s mining activities; independent status affirmed by Board .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares/options) | 66,153 total; consists of 55,653 common shares and 10,500 presently exercisable options |
| Percent of class | 0.47% (based on 14,052,872 outstanding shares and 65,000 vested options at May 2, 2025) |
| Shares pledged as collateral | None |
| Additional acquisition rights | No rights to acquire additional securities beyond those disclosed |
Director Option Detail (Outstanding as of FY2024)
| Tranche | Quantity | Exercise Price | Expiration | Grant Date | Vesting |
|---|---|---|---|---|---|
| Options (grant 1) | 3,000 | $5.25 | 9/5/2025 | 9/6/2022 | 100% vested at grant |
| Options (grant 2) | 7,500 | $4.75 | 9/28/2025 | 9/28/2022 | 100% vested at grant |
Governance Assessment
- Strengths: Independent director; full attendance; member of all three key committees; modest, cash-only director pay with no meeting/committee fees; no share pledging; no reportable related party transactions; Section 16 compliance reported .
- Alignment: Holds 55,653 shares plus 10,500 vested options; no equity grants in 2024 and options fully vested from prior grants, suggesting limited at-risk pay for directors but direct share ownership provides baseline alignment .
- Committee effectiveness: Audit met 4x; Compensation and Nominating met 1x each in FY2024; committee chairs centralized under Richard Beaven, with Shiell as member across all three, supporting cross-functional oversight .
- Monitoring item (potential conflict): External operating role at Americas Gold and Silver in the same industry; while independence is affirmed and no reportable related party transactions were disclosed for 2024, investors may monitor for competitive or transactional overlaps given IDR’s related-party review framework .
RED FLAGS
- Shares pledged: None .
- Related party transactions: None reportable for FY2024 .
- Other public company directorships/interlocks: None disclosed .
- Option repricing/underwater modifications: Not disclosed .