Richard Beaven
About Richard Beaven
Richard Beaven (age 57) is an independent director of Idaho Strategic Resources (IDR) who joined the Board on January 12, 2022, and currently serves as Committee Chair for the Compensation, Audit, and Nominating & Corporate Governance Committees . He is Lead Portfolio Manager and Principal at Signia Capital Management, a small-cap value asset manager with a largely institutional (pension fund) client base; he co-founded Signia in 2002, previously serving as Assistant Director of Research and Portfolio Manager at a $2B Pacific Northwest asset manager . He holds a BA in Business Administration (University of Kentucky), an MBA (Gonzaga University), is a CFA charterholder, and is a past President of the CFA Society of Spokane . The Board has determined he is independent and an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Signia Capital Management | Lead Portfolio Manager & Principal; Co‑founder | 2002–present | Small-cap value focus; largely institutional/pension client base |
| Pacific Northwest asset manager (unnamed) | Assistant Director of Research & Portfolio Manager | Pre‑2002 | Managed portfolios at a ~$2B firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CFA Society of Spokane | President | N/A | Prior leadership role in local CFA society |
Board Governance
- Independence and financial expertise: The Board classifies Beaven as independent and as an “audit committee financial expert” under SEC rules .
- Committee assignments and leadership: He serves on and chairs the Audit, Compensation, and Nominating & Corporate Governance Committees . The Audit Committee (Beaven, Shiell, Turner) met 4 times in 2024; all members are independent . The Compensation Committee (Shiell, Beaven, Turner) met once in 2024 and did not use external compensation consultants; all members are independent . The Nominating Committee (Shiell, Turner, Beaven) met once in 2024; members are independent .
- Attendance: In 2024, each director attended 100% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in executive session at least annually; the presiding director is designated by participants for each session (no standing presiding director) .
- Board leadership and risk oversight: CEO and Chair roles are combined (John Swallow), with the Board believing this structure is appropriate for now; the Board oversees strategic planning and risk, with frequent management reports .
Fixed Compensation
| Year | Cash Retainer (Director “Salary”) | Meeting Fees | Committee/Chair Fees |
|---|---|---|---|
| 2024 | $17,500 (Beaven) | None (no additional fees for attendance) | None (no additional fees for membership/chair roles) |
| 2023 | $9,000 (Beaven) | None | None |
The Board oversees non-employee director fee levels; no directors’ retirement plan or change-in-control agreements are offered .
Performance Compensation
| Award Type | Grant Date | Recipient(s) | Quantity | Terms |
|---|---|---|---|---|
| Stock Options | Jan 15, 2025 | “Members of the Board of Directors” | 10,000 total to Board members (allocation not specified) | 3‑year life; $11.50 exercise price; aggregate grant-date fair value for all 400,000 options granted company‑wide was $1,901,360 (Black‑Scholes: 64.2% vol, 4.34% risk‑free) |
| Stock Options | Sep 6, 2022 | Richard Beaven | 3,000 | $5.25 strike; expires 9/5/2025; 100% vested on grant date |
| Stock Options | Sep 28, 2022 | Richard Beaven | 7,500 | $4.75 strike; expires 9/28/2025; 100% vested on grant date |
Equity plans: 2023 Equity Incentive Compensation Plan authorizes up to 1,225,600 shares for stock options and other awards; as of 12/31/2024 there were 77,000 options outstanding under the 2014 plan and 1,225,600 available under the 2023 plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None of IDR’s directors are also directors of other SEC‑reporting issuers (Section 12 registrants or otherwise filing periodic reports) |
| Related party transactions | None reportable under Reg S‑K 404(d) for FY2024; policy oversight by Audit Committee; no family relationships disclosed |
Expertise & Qualifications
- Finance and investing: Career public equities PM, CFA charterholder; prior leadership in CFA Society of Spokane .
- Governance and financial oversight: Audit committee financial expert designation; chairs Audit, Compensation, and Nominating & Corporate Governance Committees .
- Education: BA (Business Administration, University of Kentucky); MBA (Gonzaga University) .
Equity Ownership
| Metric | As of/Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common + options) | Record date May 2, 2025 | 14,500 | 4,000 common + 10,500 options; represents 0.10% of outstanding shares |
| Shares pledged | May 2, 2025 | 0 | No shares pledged as security |
| Options outstanding (exercisable) | Dec 31, 2024 | 10,500 | 3,000 @ $5.25 exp. 9/5/2025; 7,500 @ $4.75 exp. 9/28/2025; all vested at grant |
Insider trading and ownership updates (2025):
- 2025-07-21: Option exercise/conversion (Type M – Exempt), 3,000 shares at $5.25; post‑transaction ownership 13,934 shares (direct) .
- 2025-11-18: Open market sale (Type S), 2,000 shares at $34.64; post‑transaction ownership 11,183 shares (direct) .
Governance Assessment
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Positives
- Independence and oversight: Beaven is independent and an audit committee financial expert; he chairs key Board committees (Audit, Compensation, Nominating) which centralizes accountability for financial reporting, pay, and board composition in an experienced financial professional .
- Engagement: 100% Board and committee meeting attendance in 2024 supports active oversight .
- Alignment policies: Insider Trading Policy prohibits hedging, short sales, and margin accounts for directors and officers; formal clawback policy exists (executive-focused) .
- Shareholder support: 2024 say‑on‑pay received 99% support, signaling broad investor confidence in compensation governance (applies to NEOs) .
- Conflicts: No related‑party transactions in 2024; no family relationships; no shares pledged .
-
Watch items / potential red flags
- Concentration of committee leadership: Beaven chairs all three standing committees (Audit, Compensation, Nominating), which can raise workload and independence optics concerns if not balanced by processes and other independent director engagement .
- Board leadership structure: CEO and Chair roles are combined, and there is no permanently designated presiding director for executive sessions (participants select ad hoc), which may reduce independent leadership clarity compared to boards with a formal Lead Independent Director .
- Director pay structure: No additional fees for chair roles/committee service; while simple, it may under‑recognize the time/skill demands of chairing three committees; cash retainer increased from $9,000 (2023) to $17,500 (2024) .
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Additional context
- Audit Committee functioned actively (4 meetings) and affirmed auditor independence; Assure CPA re‑appointed for 2025 .
- Equity incentives: Director options from 2022 were fully vested at grant; new option awards to Board members were granted January 15, 2025 (3‑year term, $11.50 strike), but per‑director allocation and vesting not specified; continued transparency on vesting/performance conditions would aid alignment assessment .
Note: IDR states none of its directors serve on other SEC‑reporting public company boards, reducing potential interlocks/conflicts with competitors, suppliers, or customers .