Mark A. Smith
About Mark A. Smith
Mark A. Smith (age 65) is Executive Chairman, President, CEO, and Director of NioCorp Developments Ltd. (NB), serving as CEO and Director since September 23, 2013, and as President and Executive Chairman since May 31, 2015 . He holds a BS in Agricultural Engineering from Colorado State University (1981) and a JD, cum laude, from Western State University College of Law (1990); he is a Registered Professional Engineer and a member of the California and Colorado State Bars . The company reported no revenue from continuing operations during the covered periods, relies on subjective assessments in executive pay, and disclosed declining TSR and net losses across 2022–2024; for the PEO, Compensation Actually Paid (CAP) equaled the Summary Compensation Table total each year due to fully vested option grants . During his tenure, Smith’s background includes leading Molycorp from private to public with a producing mine, and extensive leadership across mining and strategic materials projects in the Americas and abroad .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NioCorp Developments Ltd. | CEO & Director; President & Executive Chairman | CEO/Director: Sep 23, 2013–present; President & Executive Chairman: May 31, 2015–present | Executive leadership of strategic materials company; board chair combined with CEO |
| Molycorp, Inc. | President, CEO & Director | Oct 2008–Dec 2012 | Instrumental in taking company from private to public with producing mine |
| Largo Resources Ltd. | President & Director; CEO | President/Director: Apr 2015–Sep 2019; CEO: Apr 2015–Oct 2018 | Led operations and strategy at mineral company with Brazil and Canada projects |
| Avanti Mining (AlloyCorp) | Director | Nov 2011–May 2015 | Board oversight at mining company |
| Chevron Mining Inc. (Chevron subsidiary) | President & CEO | Prior to 2013 (dates not specified beyond Unocal) | Responsible for multiple mines and operations including Mountain Pass |
| Unocal Corporation | Vice President; engineering/environmental/legal roles | VP: Jun 2000–Apr 2006 | Managed real estate, remediation, mining and carbon divisions |
| KMSmith LLC | Managing Director (consultant) | Dec 2012–Sep 2013 | Strategy and finance advisory |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IBC Advanced Alloys Corp. (TSX-V) | Director; CEO | Director since May 2016; CEO since July 2020 | Advanced alloys company leadership and board service |
| Companhia Brasileira Metalúrgica e Mineração (CBMM) | Shareholder representative | Over seven years (not precisely dated) | CBMM produces ~85% of global niobium supply |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary / Consulting Fees ($) | 304,000 | 325,000 |
| Bonus ($) | 100,000 | — (none paid) |
| Option Awards (Grant-Date Fair Value, $) | 216,300 | 641,250 |
| Total ($) | 620,300 | 966,250 |
Performance Compensation
Option Grants and Vesting
| Grant Date | Options Granted (#) | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|
| 12/17/2021 | 65,000 | 9.94 (C$11.00 FX applied) | Fully vested at grant (unless noted, options vest at grant) | 12/17/2024 |
| 03/27/2023 | 70,000 | 6.95 | Fully vested at grant | 03/27/2026 |
| 02/15/2024 | 375,000 | 2.99 | Fully vested at grant | 02/15/2029 |
| 12/23/2024 | 150,000 | 1.40 | Vested (listed as vested options) | 5-year term (grant disclosure) |
Award design: The Compensation Committee uses an ad hoc, subjective approach without fixed benchmarks or formulae; option grants are fully vested at grant and intended to align senior management with longer-term shareholder interests .
Pay vs Performance (PEO + Company Outcomes)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO SCT Total ($) | 553,471 | 620,300 | 966,250 |
| Compensation Actually Paid to PEO ($) | 553,471 | 620,300 | 966,250 |
| TSR – Value of $100 Investment ($) | 53.30 | 36.84 | 12.72 |
| Net Loss Attributable to Company ($000s) | (10,887) | (40,080) | (11,435) |
The company disclosed no revenue from continuing operations in the periods presented and emphasized subjective performance assessments; TSR declined across 2022–2024 while CAP equaled SCT due to fully vested option grants .
Equity Ownership & Alignment
| Category | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership (shares + in-60-day exercisables) | 3,097,241; 6.91% of Common Shares | Based on 44,010,799 shares outstanding at Jan 30, 2025 |
| Common Shares Owned | 2,272,081 | Direct ownership |
| Warrants (Exercisable) | 230,223 | 46,801 @ $3.54, exp 12/22/2025; 183,422 @ $1.75, exp 11/13/2026 |
| Warrants (Other, not included in total) | 91,711 | $2.07, exercisable between 5/14/2025 and 11/13/2029 |
| Options (Vested) | 595,000 | 70,000 (2013 grant date); 375,000 (2/15/2024); 150,000 (12/23/2024) – all fully vested |
| Ownership Policies | Hedging/speculative transactions prohibited by Insider Trading Policy | Policy applies to employees, officers, directors |
Stock ownership guidelines and pledging disclosures were not specified; options and warrants are fully vested, increasing potential for near-term selling pressure tied to expirations in 2025–2026 .
Employment Terms
| Term Element | Provision |
|---|---|
| Structure | Consulting agreement (“Smith Agreement”) via 76 Resources, LLC (successor to KMSmith LLC); Mr. Smith performs CEO duties for indefinite term |
| Base Fee | $325,000 per year, paid monthly ~$27,083 |
| Bonus Eligibility | Discretionary bonuses/incentives at Board discretion; none paid in FY 2024 |
| Termination (without cause or Triggering Event) | Lump sum termination fee equal to base fee at termination date + average of any annual bonuses/other cash incentive payments for the two calendar years immediately preceding termination; release required |
| Triggering Event (examples) | Substantial change in services, material breach unremedied within 30 days, cessation as going concern, failure to pay amounts, material compensation reduction not broadly applied |
| Early termination by 76 Resources (non-Triggering Event) | 90 days’ notice; if immediately accepted by company, payment of $69,904 |
| Change-of-Control | If CoC and within 1 year a Triggering Event leads to termination by 76 Resources or company terminates under circumstances that would otherwise give rise to termination payment, then termination fee equals base fee at termination date + average of annual bonuses/other cash payments for prior two years; options fully vest and remain exercisable for original term |
| Illustrative Payment (as of 6/30/2024) | $375,000 would have been payable under specified termination/CoC scenarios |
| Restrictive Covenants | Confidentiality and six-month employee non-solicitation; clawback provisions generally apply to options |
Board Governance
- Roles: Smith is Executive Chairman and CEO; not independent under Nasdaq Rule 5605(a)(2) and NI 52-110; Lead Independent Director is Michael J. Morris (since Nov 2020) .
- Board leadership structure: combined CEO/Chair with independent Lead Director; Board deems this optimal for size/industry; Chairman is non-executive position .
- Committee service: Safety and Sustainability Committee member; not on Audit, Compensation, or Nominating committees .
- Meeting attendance in FY 2024: Board 6/6; Safety & Sustainability 1/1 .
Director Compensation (FY 2024)
| Director (excluding Mr. Smith) | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Michael J. Morris | — | 128,250 | 128,250 |
| Nilsa Guerrero-Mahon | — | 128,250 | 128,250 |
| David C. Beling | — | 85,500 | 85,500 |
| Peter Oliver | — | 85,500 | 85,500 |
| Dean C. Kehler | — | 85,500 | 85,500 |
| Michael G. Maselli | — | 85,500 | 85,500 |
Directors received no cash fees in FY 2024; option grants were fully vested at grant .
Board Service History (Smith)
| Attribute | Detail |
|---|---|
| Director Appointment | CEO & Director: Sep 23, 2013; Executive Chairman & President: May 31, 2015 |
| Independence | Not independent; insider |
| Committees | Safety & Sustainability Committee member |
| Attendance (FY 2024) | Board 6/6; Safety & Sustainability 1/1 |
Dual-role implications: Combined CEO/Chair may raise independence concerns; mitigated by Lead Independent Director with explicit responsibilities (agenda setting, executive sessions, liaison) .
Say‑on‑Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation (Mar 20, 2025) | 11,736,548 | 1,232,640 | 368,071 | 7,067,730 |
Approval equates to approximately 88.0% of votes cast excluding broker non‑votes (derived from table) .
Compensation Committee Analysis
- Composition: All independent—Morris (Chair), Beling, Guerrero-Mahon, Kehler; met 2 times in FY 2024 .
- Consultants: Insperity PEO Services (Feb 2023) and Bedford Resources (Nov 2023); independence assessed, no conflicts .
- Design: No formal benchmarks or fixed formula; compensation set via informal discussions and subjective assessment; option awards are ad hoc, fully vested at grant, and not tied to fixed performance criteria .
- Risk oversight: Committee reviews compensation-related risks; options subject to clawbacks; post-employment exercise periods per plan .
Related Party Transactions (Governance Red Flags)
- Smith Credit Agreement (2017–2023): Revolving credit facility increased over time to $4,000,000; fully repaid and expired June 30, 2023; $28,250 origination fees payable as of June 30, 2024 .
- Smith Loan Agreement (Sept 11, 2024): Non-revolving facility up to $2,000,000 at 10% interest; 2.5% establishment fee per draw; early repayment fee 2.5%; secured by all Company assets; largest principal outstanding $504,000; repayments of $4,200 interest, $50,400 principal, and $41,000 origination fees through Jan 30, 2025 .
- Director/Officer Private Placements (Dec 22, 2023; Nov 13, 2024): Smith purchased units/warrants at insider pricing as disclosed; details include number of units and warrant terms .
Equity Overhang, Vesting Schedules, and Insider Selling Pressure
- Options for Smith vest fully at grant and remain exercisable 3–5 years; current expirations include 03/27/2026 (70,000) and 02/15/2029 (375,000); a 12/23/2024 grant of 150,000 options has a five-year term .
- Warrants exercisable at $3.54 expire on 12/22/2025 (46,801) and at $1.75 expire on 11/13/2026 (183,422); additional $2.07 warrants become exercisable from May 14, 2025 through Nov 13, 2029 (91,711) .
- Company policy prohibits hedging and other speculative transactions; pledging not expressly disclosed .
Performance & Track Record
- Achievements: Led Molycorp from private to public with a producing mine; senior leadership at Largo, Chevron Mining, Unocal; extensive strategic materials expertise .
- Company outcomes: TSR declined across 2022–2024 while net losses improved in 2024 vs 2023; CAP equals SCT given immediate vesting of options .
Investment Implications
- Pay-for-performance alignment: Absence of formal performance metrics and fully vested, ad hoc option grants weaken direct linkage between pay and measurable outcomes, especially amid declining TSR and no revenue in covered years .
- Retention and selling pressure: Immediate vesting and scheduled expirations (options in 2026/2029; warrants in 2025/2026) create potential for opportunistic exercises/sales; insider trading policy curtails hedging but does not address pledging explicitly .
- Governance risk: Combined CEO/Chair structure with non‑independence raises oversight concerns; mitigated by Lead Independent Director and majority‑independent board, with strong attendance .
- Related-party financing: Secured insider loans (10% interest, fees, GSA over assets) can signal support but also governance complexity and potential conflicts; continued monitoring warranted .
- Shareholder sentiment: 2025 say‑on‑pay support (~88%) suggests investor tolerance for current structure, but sustained TSR underperformance and lack of revenue could pressure future votes if pay design remains unchanged .