Hugh Harvey Jr.
Intrepid PotashAbout Hugh E. Harvey, Jr.
Independent director at Intrepid Potash, Inc. since April 2024; age 72. A company co‑founder with 15+ years in potash and 30+ years in oil & gas, he brings deep solution mining, mineral processing, drilling, and operational expertise. Education: B.Sc. Mining Engineering and M.Eng. Petroleum Engineering, Colorado School of Mines. The Board has determined he is independent under SEC/NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intrepid Potash, Inc. | Vice Chair of the Board | 2020–2022 | Board leadership continuity during transition |
| Intrepid Potash, Inc. | Executive Vice Chair; COO; CTO; EVP of Technology | 2007–2020 | Built solution-mining, engineering, and operations capabilities |
| Intrepid Mining (predecessor) | Co‑Founder and Manager | 2000–2007 | Foundational development of Intrepid’s mining platform |
| Intrepid Oil & Gas, LLC (private) | Founder and Manager | 1996–2018 | 30+ years of upstream O&G operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Mr. Harvey |
Board Governance
- Committee assignments and leadership: Chair, Compensation Committee (reorganized Mar 2025 to dedicated membership); prior to Mar 2025, all independent directors (including Mr. Harvey) served on every committee. 2024 meetings: Audit 7; Compensation 5; Nominating/CG/Safety/Sustainability 4 .
- Independence and leadership structure: Board confirms Mr. Harvey is independent; Chair of the Board is independent (separate from CEO). Independent directors meet in executive session regularly .
- Attendance and engagement: Board met 33 times in 2024; except for a director on medical leave, each director attended ≥75% of Board/committee meetings; all directors (except the director on medical leave) attended the 2024 Annual Meeting .
- Stock ownership policy: Nonemployee directors must hold stock equal to 4x annual cash retainer within 5 years; all directors in compliance or within phase‑in periods .
- Say‑on‑pay signal: 86% support at 2024 meeting (advisory) .
Fixed Compensation (Director)
- Program structure (2024): Annual cash retainer $90,000; annual restricted stock grant $85,000 (one‑year vest); committee chair retainers: Compensation Chair $10,000; Audit Chair $15,000; Board Chair $75,000. One‑time additional restricted stock grant of $24,992 in Sep 2024 for added workload during CEO transition; vests by May 25, 2025 or earlier upon certain events .
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | 2024 policy |
| Compensation Committee Chair retainer | $10,000 | 2024 policy |
| Annual director equity (RS) | $85,000 | One‑year vest |
| One‑time 2024 special RS grant | $24,992 | Sep 2024; added workload; vest timing as disclosed |
- 2024 actual for Mr. Harvey:
| Component | Amount |
|---|---|
| Fees earned or paid in cash (2024) | $68,791 |
| Stock awards (grant‑date fair value, 2024) | $109,979 |
| Total (2024) | $178,770 |
Performance Compensation (Director)
| Performance Component | Structure/Metric | Notes |
|---|---|---|
| None | — | Director equity grants are time‑based restricted stock; no performance metrics disclosed . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | No current public company boards or interlocks disclosed for Mr. Harvey |
Expertise & Qualifications
- Potash solution‑mining, mineral processing, drilling, and extractive operations; institutional knowledge as co‑founder/executive of Intrepid .
- 30+ years oil & gas operating experience (founder, Intrepid Oil & Gas) .
- Education: B.Sc. Mining Engineering; M.Eng. Petroleum Engineering (Colorado School of Mines) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 4,437 shares | <1% outstanding; includes restricted shares |
| % of outstanding | <1% | Based on 13,320,590 shares outstanding (Apr 7, 2025) |
| Restricted vs. vested | 4,437 restricted shares as of 12/31/2024 | Director RS balances disclosed |
| Shares pledged | None | Company policy restricts pledging; no officers/directors have pledged shares |
| Ownership guideline | 4x annual cash retainer within 5 years | All directors in compliance or within phase‑in periods |
| Compliance status | Within phase‑in period (director since Apr 2024) | Phase‑in applies to new directors |
Related‑Party Exposure and Conflicts
- Related‑party framework: Audit Committee must approve related‑person transactions >$120k; must be arm’s‑length and in company’s best interests .
- Items in force/terminated around 2024–2025:
- Registration Rights Agreement remains with IPC (beneficially owned by former CEO); Harvey’s prior company (HOPCO) was historically a party but is now dissolved; no 2024 costs under the RRA .
- Director Designation & Voting Agreement (IPC) and aircraft dry lease (with an entity owned by former CEO) were terminated Oct 8, 2024; aircraft usage payments in 2024 totaled $24,940 before termination .
- No related‑person transactions involving Mr. Harvey were disclosed for 2024 beyond the historical note that HOPCO (a Harvey entity) had been a party to the 2008 registration rights agreement and is now dissolved .
Insider Trades and Section 16 Compliance
| Item | 2024 Disclosure |
|---|---|
| Section 16 filings (timeliness) | All timely for directors/officers except one late Form 4 by Mr. Jornayvaz as a 10% holder; no delinquencies reported for Mr. Harvey |
Compensation Committee Focus and Signals (Mr. Harvey as Chair)
- Independent compensation advisor: F.W. Cook retained; Compensation Committee assessed independence and found no conflicts .
- Peer group calibration: 2024 peer set refreshed to maintain size/industry relevance; used to guide pay levels and structure .
- 2024 bonus framework (for executives): 75% company metrics (Adjusted EBITDA 25%; production cost/ton 30%; capital investments 25%; HSE 20%) and 25% individual performance; payout range 0–200% of target .
- 2024 results/payout: Total weighted payout 131.1% based on above goal attainment; CFO and GC payouts consistent with plan .
- Clawback policy: Board adopted Sept 14, 2023; covers erroneously awarded incentive pay for restatements and misconduct events .
- CEO transition: New CEO agreement (Dec 2, 2024) includes balanced RS/PSU mix with aTSR and rTSR designs; sign‑on $50k; severance protections with double‑trigger change‑in‑control; structures designed to align with TSR and shareholder value .
Governance Assessment
-
Positives
- Independent director and Compensation Committee Chair; committee membership now streamlined for deeper oversight; clear meeting cadence (5 Compensation meetings in 2024) .
- Strong domain expertise in solution mining and extractive operations; deep institutional knowledge as co‑founder/executive .
- Stock ownership alignment via 4x retainer guideline; no pledging; compliance/phase‑in in place for directors .
- Compensation governance signals: independent consultant (F.W. Cook); explicit performance metrics; robust clawback; 86% say‑on‑pay support in 2024 .
-
Watch items
- Founder/long‑time former executive status can create perceived independence risk despite formal independence determination; ongoing vigilance on pay rigor and related‑party screening is prudent .
- Personal ownership currently modest (4,437 shares) given tenure start in 2024; monitor progress toward 4x retainer guideline .
- 2024 saw retention bonuses for CFO/GC and special one‑time director equity due to CEO transition; appropriate in context but monitor for recurrence or expanded use .
Overall, Mr. Harvey’s chairmanship of the Compensation Committee, technical mining expertise, and independence designation support board effectiveness post‑leadership transition; key investor‑confidence signals include continued adherence to performance‑based pay, enforcement of the clawback, and progress toward ownership guidelines .