Nilsa Guerrero-Mahon
About Nilsa Guerrero-Mahon
Independent director of NioCorp (NB); age 64; appointed to the Board on November 24, 2017. Former CFO/Controller across technology, energy, and government sectors; principal at NG Mahon Business Consulting since 2008. Credentials include NACD Board Leadership Fellow, SASB Alliance member, CERT Certificate in Cybersecurity Oversight (Carnegie Mellon), Executive MBA (University of Denver), BS in Accounting (Interamerican University, Puerto Rico), AS in Computer Science (EDP School, Puerto Rico), and CPA (Colorado) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Global Services Controller | 2004–2007 | Oversaw internal controls and corporate finance activities |
| State of Colorado Financial Services Commission | Gubernatorial Appointed Board Member | 2009–2017 | Regulatory oversight |
| St. Anthony Hospital | Vice Chair; Chair, Strategy Committee | 2014–2016 | Chaired Strategy Committee |
| Centura Health Mountains & North Denver Operating Group | Director | 2016–Aug 2019 | Largest division of Centura Health Care System |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| FinGoal Inc. (fintech/AI) | Director | Apr 2022 | Finance technology company building AI tools |
| State of Colorado Division of Securities | Board Member | Not disclosed | State regulatory board |
| NG Mahon Business Consulting, LLC | Principal | 2008–present | Business consulting services |
Board Governance
- Committee leadership and memberships: Audit Committee Chair; members: Nilsa Guerrero-Mahon (Chair), Michael J. Morris, Michael G. Maselli; all independent and designated “audit committee financial experts.” Compensation Committee member; committee chaired by Michael J. Morris; all members independent .
- Independence: Board deems Ms. Guerrero-Mahon independent under Nasdaq Rule 5605(a)(2) and NI 52‑110 .
- Attendance (FY ended June 30, 2024): 6/6 Board; 8/8 Audit; 2/2 Compensation .
- Audit Committee report signatory (FY2024): Guerrero-Mahon, Morris, Maselli .
- Board leadership: Chair (non‑independent) Mark A. Smith; independent Lead Director Michael J. Morris; independent directors may hold executive sessions without management .
- Compensation Committee interlocks: No members were Company employees; no relationships requiring Item 404 disclosure; no cross‑board/officer interlocks with Company executives .
- Compensation consultants: Committee utilized Insperity (Feb 2023) and Bedford Resources (Nov 2023); independence assessed; no conflicts found .
- Insider Trading/Hedging: Policy prohibits hedging, margin, short sales, and trading puts/calls by directors, officers, and employees .
Attendance Detail (FY2024)
| Meeting Type | Meetings Held | Attendance |
|---|---|---|
| Board | 6 | 6 |
| Audit Committee | 8 | 8 |
| Compensation Committee | 2 | 2 |
Fixed Compensation (Director – FY2024)
| Item | Amount (USD) |
|---|---|
| Annual retainer (cash) | $0 |
| Committee chair/member fees (cash) | $0 |
| Meeting fees (cash) | $0 |
| Option awards (grant-date fair value) | $128,250 |
| All other compensation | $0 |
| Total | $128,250 |
Option grants to directors are determined annually on a discretionary basis by the Compensation Committee .
Performance Compensation (Equity Awards)
| Grant Date | Instrument | # of Options | Exercise Price | Vesting | Expiration/Term | Grant-Date FV |
|---|---|---|---|---|---|---|
| Mar 27, 2023 | Stock Options | 45,000 | $6.95 | 100% vested (as of FY2024 end) | 3 years | N/D |
| Feb 15, 2024 | Stock Options | 75,000 | $2.99 | Fully vested on grant date | 5 years | $128,250 (FY2024 director comp table) |
| Dec 23, 2024 | Stock Options | 75,000 | $1.40 | Vested (as of Jan 30, 2025) | 5 years | N/D |
Notes:
- FY2024 director option grants were fully vested at grant and “generally remain exercisable until three years after the grant date” per compensation table footnote; the specific Feb 15, 2024 and Dec 23, 2024 grants disclose five-year terms in beneficial ownership footnotes .
Other Directorships & Interlocks
| Company/Entity | Public? | Role | Interlock/Conflict Disclosure |
|---|---|---|---|
| FinGoal Inc. | Not disclosed as public | Director | None disclosed under Item 404 |
| State of Colorado Division of Securities | Government | Board Member | None disclosed |
| Centura Health Mountains & North Denver Operating Group | Non-profit health system | Former Director (2016–Aug 2019) | None disclosed |
| St. Anthony Hospital | Non-profit | Former Vice Chair; Chair Strategy Committee (2014–2016) | None disclosed |
Expertise & Qualifications
- Financial expertise: Board-designated Audit Committee “financial expert” (SEC definition); financially literate per NI 52‑110 .
- Professional credentials: CPA (Colorado); NACD Board Leadership Fellow; SASB Alliance member; CERT Certificate in Cybersecurity Oversight .
- Education: Executive MBA (University of Denver); BS Accounting (Interamerican University, Puerto Rico); AS Computer Science (EDP School, Puerto Rico) .
- Sector experience: Technology (Microsoft), healthcare governance (Centura/St. Anthony), state financial regulation (Colorado) .
Equity Ownership (as of Jan 30, 2025)
| Component | Amount |
|---|---|
| Common Shares owned | 46,068 |
| Stock Options (vested) | 195,000 (45,000 at $6.95; 75,000 at $2.99; 75,000 at $1.40) |
| Total Beneficial Ownership (SEC definition) | 241,068 |
| % of Common Shares Outstanding | <1% (based on 44,010,799 shares outstanding) |
Policy note: Hedging and other speculative transactions in Company securities are prohibited for directors .
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair; designated audit committee financial expert—supports robust financial oversight .
- 100% attendance across Board, Audit, and Compensation meetings in FY2024—signals high engagement .
- Signed Audit Committee report recommending inclusion of audited financials—active role in reporting integrity .
- No related‑party transactions requiring Item 404 disclosure; no compensation committee interlocks—low conflict risk .
- Company prohibits hedging/shorting by directors—alignment with long‑term shareholder interests .
-
Watch items
- Director compensation is entirely equity‑based (no cash retainers), delivered via fully‑vested options—strong equity alignment but may increase risk‑taking incentives relative to RSUs/DSUs; grants are discretionary rather than formulaic .
- Rapid succession of option grants in 2024 (Feb and Dec) increases option exposure; terms disclosed as five years—monitor grant cadence and dilution impact over time .
-
RED FLAGS
- None disclosed regarding attendance, independence, hedging/pledging, or Item 404 related‑party transactions for Ms. Guerrero‑Mahon .