Michael J. Morris

About Michael J. Morris

Michael J. Morris (age 79) has served on NioCorp’s board since July 27, 2014, and is the Company’s independent Lead Director (since November 2020). A seasoned corporate attorney, he is Senior Principal and Board Chair at Andre, Morris & Buttery, where he has practiced since 1972; he holds an undergraduate degree from Georgetown University and a J.D. from the University of San Francisco School of Law. He is deemed independent under Nasdaq Rule 5605(a)(2) and NI 52‑110 and qualifies as an Audit Committee financial expert; he maintains a 100% attendance record for FY2024 board and committee meetings .

Past Roles

External Roles

Board Governance

• Independence and leadership:

  • Independent director; Lead Director since November 2020, responsible for agendas, information flow, and chairing independent executive sessions; acts as liaison between independent directors and the Chair/CEO .
  • Audit Committee financial expert (SEC definition) and financially literate under NI 52‑110 .

• Committee assignments (current):

  • Audit Committee member (Chair: Nilsa Guerrero‑Mahon) .
  • Compensation Committee Chair (members: Morris, Beling, Guerrero‑Mahon, Kehler) .
  • Nominating & Corporate Governance Committee Chair (members: Morris, Kehler, Oliver) .

• Attendance (FY2024):

  • Board: 6/6; Audit: 8/8; Compensation: 2/2; Nominating: 1/1 .
  • No incumbent director attended <75% of meetings in FY2024 .

• Years of service and independence: Director since July 27, 2014; independent status confirmed under Nasdaq and NI 52‑110 .

Fixed Compensation (Director)

Performance Compensation (Director)

• Equity structure and design:

  • Director pay is equity‑only; Options are granted at the Compensation Committee’s discretion, fully vested at grant, and generally exercisable for 3 or 5 years depending on grant; no performance metrics (PSUs/RSUs) used for directors .
  • March 28, 2024: technical modification removed CAD strike option from dual‑strike March 27, 2023 options; no other term changes disclosed .

• FY2024 grant and grant history for Morris: | Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration/Term | |---|---|---|---|---|---| | Feb 15, 2024 | Stock Options | 75,000 | $2.99 | Fully vested at grant | 5‑year term (generally) . | | Mar 27, 2023 | Stock Options | 50,000 | $6.95 | Fully vested at grant | 3‑year term (generally) . | | Dec 23, 2024 | Stock Options | 75,000 | $1.40 | Fully vested at grant | 5‑year term (generally) . |

• Reported FY2024 director compensation for Morris: | Metric | FY2024 | |---|---| | Option Awards (grant‑date fair value) | $128,250 . | | Total Director Compensation | $128,250 . |

Assessment signal: Equity‑only, fully‑vested option grants emphasize ownership but provide limited performance linkage; absence of cash retainer conserves cash but reduces pay‑for‑performance sensitivity at the director level .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no insider participation or interlock relationships reported among Compensation Committee members (including Morris) in FY2024 .

Expertise & Qualifications

• Legal and governance: Four decades in business and environmental law; leadership within the State Bar of California (Board of Governors; Vice President) .
• Financial oversight: Audit Committee financial expert; extensive banking board experience (Heritage Oaks, Pacific Premier) .
• Leadership: Lead Director role encompassing agenda setting, information oversight, and executive sessions of independent directors .

Equity Ownership (Alignment)

• Anti‑hedging: Company policy prohibits hedging and speculative transactions (short sales, derivatives, margin) by directors and other insiders, reinforcing alignment with shareholders .

Governance Assessment

• Strengths supporting investor confidence:

  • Independent Lead Director with clear oversight mandate; 100% FY2024 attendance .
  • Chair of Compensation and Nominating Committees; member of Audit as an SEC‑defined financial expert—strong committee coverage across pay, governance, and financial reporting .
  • No Compensation Committee interlocks; no related‑party transactions disclosed for Morris; no legal proceedings disclosure concerns .

• Potential watch items:

  • Director compensation is equity‑only via fully‑vested options, which offers ownership exposure but limited explicit performance conditions; 2023 option terms were modified in March 2024 to remove a CAD strike alternative (technical change; not a repricing) .
  • Long tenure (on board since 2014) supports continuity but warrants ongoing refreshment consideration (Board notes no fixed term/retirement age; evaluates contributions annually) .

• Overall: Morris’ independence, broad committee leadership (including as financial expert on Audit) and perfect attendance indicate high engagement and governance capability. Pay structure for directors emphasizes ownership but could incorporate more explicit performance conditions for stronger pay‑for‑performance signaling at the board level .