Neal Shah
About Neal Shah
Neal Shah, age 50, is Chief Financial Officer (since July 1, 2016) and Corporate Secretary (since December 3, 2021) of NioCorp Developments Ltd. He holds a BSc in Mechanical Engineering from the University of Colorado (1996) and an MBA from Purdue University (2002), with prior roles at Covidien (Medtronic), Molycorp, Intel, and IBM . Company performance context during his tenure includes no revenue from continuing operations and a declining TSR: the value of a fixed $100 investment fell from $53.30 (FY22) to $36.84 (FY23) to $12.72 (FY24), while net losses were $10,887k (FY22), $40,080k (FY23), and $11,435k (FY24) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Covidien Ltd. (Medtronic) | Finance Manager | May 2014 – Sep 2014 | Medical devices finance management |
| Molycorp | Sr. Mgr Corporate Development & M&A; Director of Strategy & Business Planning | Apr 2011 – May 2014 | Corporate development, strategy planning in rare earths |
| Intel Corporation | Finance roles | Not disclosed | Post-MBA finance roles (semiconductors) |
| IBM | Finance roles | Not disclosed | Post-MBA finance roles (technology) |
External Roles
- No external public company directorships disclosed for Shah in the executive officers section .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $227,500 | $250,000 |
| Cash Bonus ($) | $50,000 | $0 (no cash bonuses paid) |
| Total Reported Compensation ($) | $401,100 | $677,500 |
- Compensation Committee uses market data (Insperity, Bedford) and subjective assessment; no formal formula or target mix is disclosed .
Performance Compensation
| Grant | Instrument | Number of Shares/Options | Exercise Price | Vesting | Expiration | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Feb 15, 2024 | Stock Options | 250,000 | $2.99 | Fully vested at grant | Feb 15, 2029 | $427,500 |
| Mar 27, 2023 | Stock Options | 40,000 | $6.95 | Fully vested at grant | Mar 27, 2026 | $123,600 |
| Dec 23, 2024 | Stock Options | 100,000 | $1.40 | Vested (per footnote) | Five-year term (grant date +5 years) | Not disclosed in SCT (granted post-FY24) |
- Award design: Options are the primary incentive vehicle; options granted in FY24 were fully vested at grant and generally have five-year terms .
- Modification: On Mar 28, 2024, the Board removed the C$ strike alternative on Mar 27, 2023 options; no other terms amended .
- Performance metrics: No formal numerical targets/weightings (e.g., revenue/EBITDA/TSR) disclosed; payouts are based on subjective assessments of Company progress and responsibilities .
Pay vs. Performance (Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – $100 Investment Value ($) | $53.30 | $36.84 | $12.72 |
| Net Loss (US$ Thousands) | $(10,887) | $(40,080) | $(11,435) |
| Revenue From Continuing Operations | None | None | None |
Equity Ownership & Alignment
| Category | Amount/Details |
|---|---|
| Beneficial Ownership (total) | 465,032 (includes shares, warrants, options exercisable within 60 days) |
| Common Shares (outstanding) | 65,671 |
| Warrants | 9,361 at $3.54, expiring Dec 22, 2025 |
| Stock Options (vested) | 390,000 (40,000 @ $6.95; 250,000 @ $2.99; 100,000 @ $1.40) |
| Ownership % of Common Shares | 1.05% (based on 44,010,799 shares outstanding) |
| Vested vs Unvested | All listed awards for Shah are vested/exercisable as disclosed |
| Pledging | Not disclosed; Insider Trading Policy prohibits hedging, margin, short-selling, and trading in puts/calls |
| Ownership Guidelines | Not disclosed in the proxy |
- Additional alignment: Shah purchased 9,361 units in the Dec 22, 2023 private placement (each unit: 1 share + 1 Warrant at $3.54 expiring Dec 22, 2025), investing ~$30,002 at insider unit pricing ($3.205/unit) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement (Effective at Closing of Business Combination) | U.S. affiliate; effective Mar 17, 2023 (agreement entered Sep 25, 2022) |
| Base Salary | Initial $220,000; increased in FY23 to $250,000 |
| Annual Bonus & LTIP Eligibility | Eligible to participate in annual cash bonus and long-term incentive plans |
| Severance (Without Cause, Not within 2 years post-CoC) | Accrued obligations + 12 months of salary continuation |
| Severance (Change-in-Control Termination: Without Cause or Good Reason within 2 years post-CoC) | Accrued obligations + lump sum equal to 2x base salary |
| Non-Compete/Non-Solicit | 1 year post-termination; 2 years following Change-in-Control Termination |
| Clawbacks | Options generally subject to clawback provisions and post-employment exercise periods per plan |
| Option Plan Limits | Aggregate options outstanding 2,495,500 at $4.78 WAEP; remaining available 1,310,764 (as of 6/30/24) |
Investment Implications
- Incentive design favors immediate liquidity and flexibility: fully-vested option grants at issuance (250,000 in FY24; 100,000 in Dec 2024) enhance retention via potential upside but also enable near-term exercise/sale without service-based constraints .
- Upcoming potential selling/exercise pressure windows: 9,361 warrants (Dec 22, 2025), 40,000 options (Mar 27, 2026), and 250,000/100,000 options expiring in 2029/2029, respectively; tracking these dates is relevant for flow/overhang analysis .
- Alignment is present but modest: 1.05% beneficial ownership including vested options/warrants; hedging and margin prohibitions reduce misalignment risk; no pledging disclosures found .
- Governance risk: lack of formal performance metrics/targets for incentive awards and option modification (removal of C$ strike) warrant monitoring ahead of the March 20, 2025 say‑on‑pay vote .
- Performance context: TSR deterioration and no revenue from continuing operations juxtaposed with increased “compensation actually paid” due to option grants—investors may scrutinize pay-for-performance alignment and severance economics (2x base on double-trigger CoC) .
The 2025 proxy provides comprehensive detail on Shah’s compensation, ownership, and contract terms; continued tracking of grant practices, insider transactions, and say‑on‑pay outcomes is recommended .