Michael G. Maselli
About Michael G. Maselli
Independent director of NioCorp Developments Ltd. (NB) since March 17, 2023; age 65; MBA with distinction from Tulane University’s A.B. Freeman School and BA in Economics from the University of Colorado. Career spans leveraged finance and private equity: Managing Director at Trimaran Fund since 2006; President of Acquisitions at GX Acquisition Corp II (2018–2023); prior roles at CIBC World Markets, Bear Stearns, and Kidder Peabody. Determined independent under Nasdaq and NI 52‑110; serves on the Audit Committee and is designated an “audit committee financial expert.” Attendance in FY2024 was 100% at both Board (6/6) and Audit Committee meetings (8/8).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trimaran Fund Management, LLC | Managing Director | 2006–present | Private equity leadership; investment oversight |
| GX Acquisition Corp II | President of Acquisitions | 2018–2023 | SPAC transactions; served on board pre-combination |
| CIBC World Markets | Corporate & Leveraged Finance | 1997–2006 | Structured finance and underwriting |
| Bear Stearns | Managing Director, Corporate Finance | Pre‑1997 | Investment banking leadership |
| Kidder Peabody & Co. | Vice President | Pre‑Bear Stearns | Corporate finance |
External Roles
| Organization | Role | Tenure | Exchange / Notes |
|---|---|---|---|
| El Pollo Loco Holdings, Inc. | Director; Chairman of the Board | Director 2010–2024; Chair 2011–2023 | Nasdaq; governance leadership |
| ChanceLight, Inc. (f/k/a Educational Services of America) | Director | Until 2018 | Private company; education services |
| Norcraft Companies, Inc. | Director; Board of managers (predecessor) | 2013–2015; since 2003 (predecessor) | Cabinetry manufacturer |
| Standard Steel, LLC | Director | n/a | Industrial manufacturing |
| CB Holding Corp. | Director; Chairman of the Board | n/a | Restaurant group |
Board Governance
- Independence: Classified independent under Nasdaq Rule 5605(a)(2) and NI 52‑110; Board has a majority of independent directors.
- Committee assignments: Audit Committee member; committee designated all members as “audit committee financial experts” (Maselli included).
- Attendance FY2024: Board 6/6; Audit Committee 8/8 (100% attendance).
- Tenure on NB Board: Appointed March 17, 2023 pursuant to Business Combination Agreement.
- Board leadership context: Lead Director role held by Michael J. Morris (independent), with executive sessions of independent directors following meetings.
| FY2024 Meeting Attendance | Full Board (6 total) | Audit Committee (8 total) | Safety & Sustainability (1 total) | Compensation (2 total) | Nominating (1 total) |
|---|---|---|---|---|---|
| Michael G. Maselli | 6 | 8 | n/a | n/a | n/a |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Annual retainer (cash) | $0; directors did not receive cash fees in FY2024 |
| Committee/Chair/Meeting fees | None disclosed for FY2024 |
| Option awards (grant date fair value) | $85,500 (50,000 options at $2.99; fully vested at grant) |
Notes:
- Director options in FY2024 were fully vested at grant and generally exercisable for five years.
Performance Compensation
| Equity Award | Grant Date | No. of Options/Warrants | Exercise Price | Vesting | Term |
|---|---|---|---|---|---|
| Director Stock Options | Feb 15, 2024 | 50,000 | $2.99 | Fully vested at grant | Five years (service-based) |
| Director Stock Options | Dec 23, 2024 | 50,000 | $1.40 | Fully vested at grant | Five years (service-based) |
| Private Warrants (SPAC) | Mar 17, 2023 (at Closing) | 192,392 | Per warrant terms | n/a | As per NioCorp Assumed Warrant Agreement |
- Performance metrics: No director RSUs/PSUs or explicit performance metrics were disclosed; grants are service‑based options fully vested at grant. While the 2017 Amended LTIP allows RSUs/PSUs, director compensation for FY2024 consisted solely of option awards.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current/Recent public boards | El Pollo Loco Holdings, Inc. (Nasdaq) |
| Interlocks | Shared SPAC/GXII affiliation and Sponsor distributions with fellow NB director Dean C. Kehler; both joined NB Board at Closing per Business Combination Agreement. |
| Registration rights/lock‑up | Party to Amended and Restated Registration Rights Agreement post‑Closing (covering Class B shares, Private Warrants, resale registrations). |
Expertise & Qualifications
- Audit committee financial expert; financially literate per NI 52‑110 and Nasdaq rules.
- Deep leveraged finance and private equity background (Trimaran, CIBC, Bear Stearns, Kidder Peabody).
- Governance experience as chair of a Nasdaq company (El Pollo Loco).
Equity Ownership
| As of Jan 30, 2025 | Units | Detail |
|---|---|---|
| Common shares owned | 323,085 | Direct beneficial ownership |
| Private Warrants (exercisable) | 192,392 | Convertible into 215,150 Common Shares; exercisable per warrant terms |
| Director stock options (vested) | 100,000 | 50,000 at $2.99; 50,000 at $1.40; five-year terms |
| Total beneficial ownership used for % | 638,235 | As counted under SEC rules within 60 days |
| Ownership % of Common Shares | 1.44% | Based on 44,010,799 shares outstanding |
| Earnout Class B shares | 119,998 Tranche I; 119,998 Tranche II | Not included in beneficial ownership until VWAP triggers met |
Policies/controls:
- Insider Trading Policy prohibits hedging and speculative transactions.
- Options generally subject to clawback provisions.
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Quantity | Price | Security | Link |
|---|---|---|---|---|---|---|
| 2025-08-20 | 2025-08-18 | Award (Director Stock Option) | 50,000 | $4.35 | Option (Right to Buy) | https://www.sec.gov/Archives/edgar/data/1512228/000153949725002195/0001539497-25-002195-index.htm |
| 2024-12-23 | 2024-12-23 | Award (Director Stock Option) | 50,000 | $1.40 | Option (Right to Buy) | https://www.sec.gov/Archives/edgar/data/1512228/000153949724002710/0001539497-24-002710-index.htm |
Governance Assessment
- Strengths: Independent status; 100% attendance; Audit Committee membership and “financial expert” designation; meaningful equity stake via shares, options, and warrants—all supporting alignment and oversight credibility.
- Compensation structure: Director pay comprised solely of fully-vested option grants with no cash fees in FY2024—simplifies incentives but lacks explicit performance conditions (no PSUs/metrics), a common practice for small-cap exploration firms but reduces pay-for-performance rigor.
- Potential conflicts/optics: SPAC-related interlocks and Sponsor distributions (Class B shares and Private Warrants) to Maselli and Kehler, plus registration rights and lock-up provisions—board‑disclosed and governed by committee oversight; monitor for related-party transactions and independence in future capital markets actions.
- Policies/controls: Majority Voting Policy enhances accountability; insider trading and clawback provisions mitigate risk; no legal proceedings disclosed.
RED FLAGS to monitor: SPAC affiliation/Founder distributions (perception risk); lack of performance‑conditioned director equity; continued reliance on option grants with immediate vesting; ensure robust Audit/Nominating oversight of any financing or related‑party transactions.