Dean C. Kehler
About Dean C. Kehler
Independent director of NioCorp Developments Ltd. (NB); age 68; appointed to the Board on March 17, 2023 pursuant to the GX Acquisition Corp. II (GXII) business combination requirements; finance-focused background as a private equity managing partner and former SPAC CEO; bachelor’s degree from the Wharton School, University of Pennsylvania . He was identified by GXII to join NB’s Board at closing of the business combination and is considered an independent director under Nasdaq and NI 52‑110 standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trimaran Fund Management, L.L.C. | Co‑founder; Managing Partner; Manager of Trimaran Fund II | Since 1998–present | Co‑founded firm; private equity investment leadership |
| GX Acquisition Corp. II | Co‑Chairman and Chief Executive Officer | Aug 2018–Mar 2023 | SPAC whose closing led to NB board appointments for Kehler and Maselli |
| CIBC World Markets Corp. (Canadian Imperial Bank of Commerce) | Senior positions including Vice Chairman | 1995–2000 | Investment banking and leveraged finance leadership |
External Roles
| Company | Role | Status/Exchange | Notes |
|---|---|---|---|
| Portman Ridge Finance Corporation | Director | Current; Nasdaq | Current public company directorship |
| Celularity, Inc. | Director | Current; Nasdaq | Current public company directorship |
| El Pollo Loco Holdings, Inc. | Director | Held within past five years; Nasdaq | Listed among other directorships over past five years |
| GX Acquisition Corp. II | Director/Executive | Prior; Nasdaq | Co‑Chairman & CEO; SPAC sponsor entity |
Board Governance
- Independence: Classified as independent by the Board under Nasdaq Rule 5605(a)(2) and NI 52‑110 .
- Committee assignments (FY2024): Compensation Committee member; Nominating & Corporate Governance Committee member; both committees comprised entirely of independent directors; Chairs are Michael J. Morris for both .
- Lead Independent Director: Michael J. Morris (independent) .
- Appointment history: Joined NB’s Board March 17, 2023 via GXII closing requirement .
| Meeting Attendance (FY2024) | Count |
|---|---|
| Full Board meetings attended (6 total) | 6 |
| Compensation Committee meetings attended (2 total) | 2 |
| Nominating Committee meetings attended (1 total) | 1 |
Fixed Compensation
| Fiscal Year | Cash Retainer | Committee/Meeting Fees | All Other Cash | Total Cash |
|---|---|---|---|---|
| FY2024 | $0 | $0 | $0 | $0 |
- Directors received no cash fees in FY2024; director compensation is determined annually on a discretionary basis by the Compensation Committee .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise/Strike | Vesting | Expiration/Term | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Options | Feb 15, 2024 | 50,000 | $2.99 per share | Fully vested at grant | 5‑year term (exercisable for 5 years) | Included in FY2024 total: $85,500 |
| Stock Options | Dec 23, 2024 | 50,000 | $1.40 per share | Fully vested at grant | 5‑year term (exercisable for 5 years) | Not included in FY2024 table (granted FY2025) |
- Directors did not receive RSUs/PSUs; option grants vest immediately and are equity‑only director compensation; awards are discretionary and not tied to specified performance metrics in the proxy .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks | During FY2024, the Compensation Committee consisted of Morris (Chair), Beling, Guerrero‑Mahon, and Kehler; none were officers/employees of NB, and no NB executive served on the compensation committee or full board of any company for which these directors served as an executive officer . |
| Shared directorships/interlocks | Kehler and Maselli both came from GXII and Trimaran; both sit on NB’s Board (potential network interlock), as disclosed in director bios and GXII closing description . |
Expertise & Qualifications
- Private equity and M&A: Co‑founded and manages Trimaran Fund; extensive transaction experience .
- SPAC leadership: Co‑Chairman and CEO of GXII through closing; sponsor affiliate with significant post‑combination holdings .
- Investment banking: Senior roles at CIBC, including Vice Chairman at CIBC World Markets .
- Education: Bachelor’s degree, Wharton School, University of Pennsylvania .
Equity Ownership
As of January 30, 2025:
| Component | Amount | Notes |
|---|---|---|
| Common Shares (outstanding) | 134,580 | Direct beneficial ownership |
| Exchangeable “Vested Shares” (Class B of ECRC) | 1,441,290 | Exchangeable 1:1 into NB Common; Kehler shares voting/investment power over 318,470 via the Elizabeth Kehler 2012 Family Trust (co‑trustee) |
| Warrants (exercisable) | 1,791,637 | 1,657,057 Private Warrants (assumed from GXII); 78,003 warrants @ $3.54 exp. Dec 22, 2025; 56,577 warrants @ $1.75 exp. Nov 13, 2026 |
| Options (vested) | 100,000 | 50,000 @ $2.99 (Feb 15, 2024); 50,000 @ $1.40 (Dec 23, 2024) |
| Total Beneficial Ownership (SEC definition) | 3,663,523 | As defined, including exercisable/exchangeable within 60 days; based on 44,010,799 shares outstanding |
| Percent of Common Shares | 7.71% | Per proxy methodology |
| Excluded from total (not currently exchangeable/exercisable) | 417,030 Tranche I Earnout; 417,030 Tranche II Earnout; 118,284 Tranche I (Trust); 118,284 Tranche II (Trust); 28,288 Series B Warrants @ $2.07 exercisable May 14, 2025–Nov 13, 2029 | Not counted in beneficial ownership table per SEC rules |
| Hedging/Pledging | Hedging, short sales, and speculative trading are prohibited by NB policy; no pledging disclosed in proxy |
Insider Transactions (Alignment Signals)
| Date | Transaction | Securities | Quantity/Terms | Consideration |
|---|---|---|---|---|
| Dec 22, 2023 | Private Placement Subscription | Units (1 Common + 1 Warrant) | 78,003 Units; Warrant strike $3.54; expires Dec 22, 2025 | $3.205 per Unit (includes $0.125 per warrant component) |
| Nov 13, 2024 | Private Placement Subscription | Units (1 Common + 1 Series A Warrant + 0.5 Series B Warrant) | 56,577 Units; Series A strike $1.75 exp. Nov 13, 2026; Series B strike $2.07, exercisable 6 months+1 day post‑issue to Nov 13, 2029 | $1.7675 per Unit (includes $0.125 per warrant component) |
Additional holdings arose from the SPAC closing: distribution of Private Warrants and ECRC Class B shares to GXII sponsor members (including Kehler), with registration rights/lock‑up under the Amended & Restated Registration Rights Agreement .
Related‑Party Transactions and Controls
- Insider subscriptions: Kehler participated in NB insider private placements in Dec 2023 and Nov 2024 at disclosed insider prices and warrant terms; these transactions were disclosed and priced alongside non‑affiliated investor tranches .
- SPAC‑related instruments: At closing, GXII Private Warrants were assumed by NB and distributed to sponsor members (including Kehler); registration rights and lock‑ups apply under the Registration Rights and Lockup Agreement .
- Review/approval process: Audit Committee is responsible for pre‑approving related‑party transactions; if timing is impracticable, the Audit Chair has delegated authority; British Columbia corporate law requires directors to disclose interests prior to approvals .
Director Compensation Summary (FY2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Option Awards (Grant Date Fair Value) | $85,500 (50,000 options @ $2.99) |
| All Other Compensation | $0 |
| Total | $85,500 |
| Outstanding Director Options at FY2024 end | 50,000 (Kehler) – all vested |
Notes: Director option grants vested fully at grant; the proxy describes director option awards as generally exercisable for three years, but Kehler’s footnoted grants specify five‑year terms (use the award‑specific footnote for accuracy) .
Governance Assessment
-
Positives
- Independent director with full attendance at Board and assigned committees in FY2024, indicating active engagement .
- Relevant finance and SPAC expertise (Trimaran; GXII), and current experience on public company boards (Portman Ridge, Celularity) that can enhance capital markets oversight .
- Significant skin‑in‑the‑game via common shares, exchangeable vested ECRC shares, options, and warrants; 7.71% beneficial ownership per SEC definition .
- Formal related‑party review framework and prohibition on hedging support alignment and governance discipline .
-
Watch items / potential red flags
- SPAC sponsor distribution (Private Warrants/Class B exchangeables), large exchangeable equity position, and participation in insider private placements may pose perceived conflicts; however, transactions are disclosed with review controls and lock‑up/registration right frameworks .
- Director equity awards vest fully at grant (no performance criteria), which is typical for director pay but provides limited performance linkage; awards are discretionary .
- Network interlock: shared Trimaran/GXII background with fellow director Maselli; both were designated to join the Board at closing (perceived alignment among sponsor‑affiliated directors) .
Appendix: Committee Composition Snapshot (FY2024)
- Compensation Committee: Morris (Chair), Beling, Guerrero‑Mahon, Kehler; two meetings held .
- Nominating & Corporate Governance Committee: Morris (Chair), Kehler, Oliver; one meeting held .
- Audit Committee: Guerrero‑Mahon, Morris, Maselli; committee conducted required auditor independence and reporting reviews .
- Safety & Sustainability Committee: Oliver (Chair), Smith, Beling; one meeting held .