Chris Elliott
Intrepid PotashAbout Chris Elliott
Chris A. Elliott, age 59, is an independent director of Intrepid Potash, Inc. (IPI) who has served on the Board since August 2010. He brings 30+ years of agricultural industry experience and currently serves as CEO/President of Naturion, LLC (environmental restoration investing); he previously was CEO of AgCoA, an agricultural real estate operator. He holds a B.Sc. in Economics from the University of Illinois and an MBA in Finance from Columbia University . The Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Naturion, LLC | Chief Executive Officer and President | 2018–Present | Brings day-to-day agricultural sector exposure to IPI’s Board, informing customer/market perspective . |
| AgCoA (private ag real estate) | Chief Executive Officer | 2007–2017 | Operational and real estate experience in agriculture; informs oversight of IPI’s ag-focused end markets . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in IPI proxy director biography | — | — | IPI’s 2025 proxy lists external public boards for some directors, but none are listed for Mr. Elliott . |
Board Governance
- Independence: The Board determined Elliott is independent under SEC and NYSE rules .
- Committee assignments (current): Audit Committee member; Compensation Committee member (not chair) .
- Chair roles: None (Audit Chair is Mary McBride; Compensation Chair is Hugh Harvey, Jr.) .
- Attendance: In 2024, the Board met 33 times; each director except Mr. Jornayvaz attended at least 75% of Board and committee meetings. All directors (except Mr. Jornayvaz) attended the 2024 Annual Meeting; independent directors meet in regular executive sessions chaired by the independent Board Chair .
- Committee structure changes: Strategy Committee dissolved Sept 12, 2024; EHSS responsibilities reassigned Mar 25, 2025 and committee renamed Nominating, Corporate Governance, Safety, and Sustainability; compensation for Governance/EHSS chairs adjusted effective Jan 1, 2025 .
- 2024 meeting counts: Audit 7; Compensation 5; Nominating/Corporate Governance 4; Strategy met 3 times before dissolution; EHSS met 4 times .
Fixed Compensation
| Item | Amount/Detail | Period/Effective Date |
|---|---|---|
| Fees Earned or Paid in Cash (Elliott) | $97,010 | 2024 (reported in 2025 proxy) |
| Annual cash retainer (nonemployee directors) | $90,000 | 2023 program (context) |
| Committee chair retainers (context) | Audit $15,000; Compensation $10,000; Governance $7,500; Strategy $10,000; EHSS $7,500 | 2023 program |
| Governance/EHSS chair retainers change | Increased to $10,000 (from $7,500) | Effective Jan 1, 2025 |
Notes: Cash retainers are paid quarterly .
Performance Compensation
| Award Type | Grant Value / Shares | Vesting / Terms | Timing |
|---|---|---|---|
| Annual restricted stock (Elliott) | $109,979 grant date fair value | Restricted stock; annual grants to nonemployee directors; annual grant made at first Board meeting after Annual Meeting | 2024 awards; annual grant timing policy |
| One-time restricted stock (all nonemployee directors) | $24,992 value | Vests in full on earlier of May 25, 2025 or director’s earlier termination; also upon death, disability, or qualifying change in control | Approved Sept 2024 in recognition of extra work during Mr. Jornayvaz’s medical leave |
| Director equity structure (context) | Annual restricted stock with one-year vesting (program design) | One-year vesting on annual grants | 2023 program detail (consistent structure) |
| Options/PSUs (directors) | Not disclosed for nonemployee directors | No performance-vested director equity awards disclosed | 2024/2025 proxies |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Elliott in the IPI 2025 proxy biography . |
| Potential interlocks/conflicts | None disclosed relating to Elliott; Governance Committee oversees director independence and conflicts . |
Expertise & Qualifications
- 30+ years in the agricultural industry; knowledge of agricultural markets, regulatory processes, manufacturing, and real estate .
- Degrees: B.Sc. Economics (University of Illinois) and MBA Finance (Columbia University) .
- Board brings agriculture customer perspective and operating insight to IPI’s portfolio of potash, water, and oilfield-related products .
Equity Ownership
| Measure | Value | As Of |
|---|---|---|
| Total shares beneficially owned (Elliott) | 44,397 (<1% of shares outstanding) | April 7, 2025 |
| Restricted stock held (Elliott) | 4,437 shares | December 31, 2024 |
| Pledged shares | None to company’s knowledge (directors/executives) | April 7, 2025 |
| Director stock ownership guideline | 4x annual cash retainer; 5-year phase-in; all directors/executives in compliance or within phase-in | 2025 program |
| Vested stock options (historical) | None (as of December 31, 2023) | 2024 proxy disclosure |
Governance Assessment
- Board effectiveness: Elliott serves on both Audit and Compensation Committees, aligning with his finance and operating background; no chair roles, limiting concentration of power. Audit confirms active oversight; Compensation Committee report lists Elliott as a member in 2024 and 2025 .
- Independence and attendance: Affirmed independent; met at least the 75% attendance threshold in a very active year (33 Board meetings), indicating engagement .
- Ownership alignment: Holds 44,397 shares; restricted stock outstanding; no pledging; directors subject to robust 4x retainer ownership guideline and are in compliance or within phase-in, supporting alignment with shareholders .
- Pay structure: Mix is balanced between cash and time-based equity; 2024 totals for Elliott were $97,010 cash and $109,979 equity, plus a one-time $24,992 equity award for incremental workload—transparent and prorated where committees were dissolved . No performance-vested director equity disclosed, which is standard for small-cap boards and avoids metric gaming .
- Shareholder sentiment: Say-on-pay support at 86% in 2024 suggests generally supportive investor base on compensation governance .
- Risk indicators and red flags:
- RED FLAGS: None identified specific to Elliott in proxy disclosures.
- Mitigants: No pledging; independent Board Chair; regular executive sessions; governance committee oversight of conflicts; adoption of compensation clawback policy (executive-focused but signals governance rigor) .
- Overall view: Long-tenured, independent director with relevant sector expertise and active committee service; ownership and attendance are adequate, with no disclosed conflicts. The one-time director grant in 2024 was modest and tied to workload, not a concerning pay practice .