Robert Morgan
About Robert Morgan
Robert Morgan is Vice President of Exploration at Idaho Strategic Resources (IDR), a role he has held since January 16, 2018; he is 57 years old and holds a B.S. in Geology from California State University, Chico, with professional registrations as an Idaho Professional Geologist and a Montana Professional Land Surveyor . He brings 22+ years of exploration experience (20 years focused on gold), including roles at Newmont and ASARCO across the western U.S., Alaska, and South America, with a track record designing and managing large exploration programs and multi‑dataset target generation . Company pay-versus-performance disclosures show TSR for $100 invested at 12/31/2020 grew to $177.24 by 12/31/2023 and net income turned positive in 2023 at $1,073,449 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Idaho Strategic Resources (IDR) | Vice President of Exploration | 2018‑present (since Jan 16, 2018) | Leads exploration programs; mapping, drill logging, and multi‑dataset targeting for gold, silver, base metals, REEs |
| Newmont | Exploration (specific title not disclosed) | Not disclosed | Worked across western U.S., Alaska, South America; gold exploration focus |
| ASARCO | Exploration (specific title not disclosed) | Not disclosed | Exploration experience contributing to target identification and program execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external board or public-company directorships disclosed for Morgan; proxy notes “Other Directorships” for IDR directors but Morgan is not a director . |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 100,000 | 123,958 | 140,625 | 152,100 |
| Annual Cash Bonus ($) | — (none disclosed) | — (none disclosed) | — (none disclosed) | 25,000 |
| Notes | — | — | — | Salary increased effective Dec 1, 2024 to $200,400 (annualized) |
Additional salary actions: On Dec 1, 2023, IDR increased Morgan’s annual salary from $135,000 to $150,000 .
Performance Compensation
Annual Incentive (Cash)
| Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Discretionary bonus; no formulaic metrics disclosed (Comp Committee does not establish specific targets for total direct compensation) | Not disclosed | Not disclosed | Not disclosed | 25,000 | Cash (N/A) |
| 2021–2023 | No annual bonus disclosed for Morgan | — | — | — | — | — |
Equity Awards – Grant-Date Fair Value
| Year | Options – Grant-Date Fair Value ($) |
|---|---|
| 2021 | 48,046 |
| 2022 | 9,190 |
| 2023 | — (no option or stock awards disclosed for Morgan) |
| 2024 | — (no option or stock awards disclosed for Morgan) |
Outstanding/Exercisable Options – As of Key Dates
As of December 31, 2022:
| Count | Exercise Price | Expiration | Vesting |
|---|---|---|---|
| 14,286 | $5.60 | 2/11/2024 | 100% vested at grant |
| 7,143 | $5.60 | 10/19/2024 | 100% vested at grant |
| 3,000 | $5.25 | 9/5/2025 | 100% vested at grant |
As of December 31, 2023:
| Count | Exercise Price | Expiration | Vesting |
|---|---|---|---|
| 7,143 | $5.60 | 10/19/2024 | 100% vested at grant |
| 3,000 | $5.25 | 9/5/2025 | 100% vested at grant |
January 15, 2025 Grant (one-time awards under 2023 Plan):
| Grantee | Count | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Robert Morgan (NEO) | 13,000 | $11.50 (10% premium to 1/14/2025 close) | Equal amounts bi‑annually | 3 years from grant date (Jan 15, 2028) |
Option exercises: No NEO option exercises in 2023 or 2022 .
Equity Ownership & Alignment
| Holder | Beneficial Ownership | Components | Percent of Class | Pledged | Notes |
|---|---|---|---|---|---|
| Robert Morgan | 40,939 shares | 37,939 common + 3,000 exercisable options | 0.29% (based on 14,052,872 out.) | None pledged | Insider trading policy prohibits hedging, short sales, margin accounts; establishes blackout windows and pre‑clearance for officers |
Ownership guidelines: Proxy section is titled “Stock Ownership Guidelines” but cites the Insider Trading Policy; no numeric ownership multiple/guideline disclosed .
Employment Terms
- Employment agreements: None for NEOs; no change‑in‑control provisions for NEOs .
- Severance: No severance multiple or plan disclosed for executives .
- Clawback policy: Adopted per NYSE Rule 10D‑1; applies to incentive‑based compensation tied to financial reporting measures (including stock price/TSR); 3‑year lookback; recovery required upon accounting restatement, with Board committee discretion on method and documented estimates for stock‑price/TSR awards .
- Insider trading: Policy adopted Mar 26, 2025; prohibits trading on MNPI, hedging, short sales, margin accounts; sets blackout periods and pre‑clearance; Rule 10b5‑1 plan procedures addressed .
Governance & Committee Context (Compensation Oversight)
- Compensation Committee chaired by independent director Richard Beaven, who also chairs Audit and Nominating & Corporate Governance committees .
- CEO recommends compensation for other NEOs; Compensation Committee references market/peer data but does not set specific formulaic targets for total direct compensation .
Say‑on‑Pay & Shareholder Feedback
| Year | Result |
|---|---|
| 2024 | 99% of votes cast supported executive compensation program |
| 2021 | 99.2% support noted |
Performance & Track Record Highlights
- TSR (pay-versus-performance presentation): Value of $100 invested at 12/31/2020 reached $177.24 by 12/31/2023 .
- Profitability: Net income of $1,073,449 in 2023 (following losses in 2021–2022) .
- 2024 pay decisions: NEO salary increases (including Morgan to $200,400 effective 12/1/2024) to maintain competitiveness relative to peers .
Compensation Structure Analysis
- Mix shift: Cash compensation rose with 2023 and 2024 salary increases; limited equity grants in 2023–2024 for Morgan (no 2023–2024 option/stock awards in SCT), followed by a discrete 2025 option grant (13,000 options) .
- Performance linkage: Annual bonus appears discretionary; the Compensation Committee does not disclose metric weights/targets for NEO cash incentives .
- Equity design: Legacy options vested immediately at grant; the 2025 grant introduces a bi‑annual vesting cadence over three years, improving retention alignment and creating potential vesting‑date supply overhang .
- Risk controls: Formal clawback policy and robust insider trading constraints (hedging/pledging prohibited) mitigate misalignment risks .
Investment Implications
- Alignment: Morgan’s beneficial ownership (0.29%) and ongoing option exposure, combined with prohibitions on hedging/pledging, indicate reasonable alignment with shareholders, though the absolute stake is modest for a senior operator .
- Retention and selling pressure: The Jan 15, 2025 option grant (13,000 @ $11.50, bi‑annual vesting through 3 years) creates semi‑annual potential selling windows; monitor Form 4 filings around vest dates and into the Jan 2028 expiry for supply overhang risks .
- Pay-for-performance: Discretionary cash bonuses and the absence of disclosed formulaic performance metrics limit transparency; however, recent salary adjustments and the 2025 equity structure suggest the committee is shifting toward market competitiveness and multi‑period retention .
- Governance safeguards: No employment or CIC agreements, a codified clawback, and strong insider trading restrictions reduce governance red flags; continued high say‑on‑pay support (99% in 2024) indicates investor acceptance of the program to date .