Barton S. Brundage
About Barton S. Brundage
Barton S. Brundage (age 63) has served as a director of Rare Element Resources Ltd. since December 18, 2019; he is President of Cordillera Corporation (since May 2021), an affiliate of General Atomics and Synchron, and holds an MBA from the University of Denver and a BA in Business Administration from Fort Lewis College . He was elected as a Synchron designee under the Investment Agreement and is deemed not independent due to his employment with a Synchron affiliate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| jetCenters, Inc. (JCI) | Chief Financial Officer | Jul 1996–May 2007 | Financial leadership for aviation fueling subsidiary of Cordillera |
| Brundage & Company | Vice President; Senior Financial Analyst; Analyst; Director | Jun 1985–Jul 1996; Director since 1980 | Regional investment banking focus on M&A and financing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cordillera Corporation (General Atomics/Synchron affiliate) | President | May 2021–present | Oversees real estate operations in CO, UT, CA |
| jetCenters, Inc. (JCI) | Chairman, Board of Directors | Since Jun 2007 | Cordillera subsidiary; aviation fueling |
| Ohio Gas Company | Chairman, Board of Directors | Since Jan 2021 | Regulated gas utility, affiliated with Cordillera |
| Rio Grande Resources Corporation (GA affiliate) | Vice President | Since Feb 2025 | General Atomics-affiliated uranium company |
| Cordillera-affiliated entities | Director and/or Executive Officer | Since 2007 | Includes San Miguel Valley Corp., Silver Cliff Land And Cattle Co., Colorado Barns Corp., First City Investment Corp., Lamartine Consolidated Mines Corp., Boston Commons, Inc., Oceanic Exploration Co., Oceanic International Properties Corp., Sorrento West Properties, Inc. |
Board Governance
- Committee assignments: Audit Committee Chair; members include Brundage (Chair), Gerald W. Grandey, Pamela L. Saxton .
- Independence: The Board determined Brundage is not independent due to employment with a Synchron affiliate; the seven-member Board is not majority independent; the Chairman (Grandey) and Saxton are independent .
- NCG&C Committee composition: Champine (Chair), Bartels, Hickey, Saxton; Brundage is not a member .
- Executive sessions: Two independent-director executive sessions held since the beginning of FY 2024 .
| Meeting Activity (FY 2024) | Count | Brundage Attendance |
|---|---|---|
| Board meetings | 11 | ≥75% (none of incumbent directors <75%) |
| Audit Committee meetings | 5 | Audit Chair |
Fixed Compensation
- Synchron designees (Brundage, Champine, Bartels, Roberts) elected not to receive any director compensation, including stock options .
- For context, standard annual fees: Board Chair $81,500; Audit Chair $67,500; NCG&C Chair $67,500; other non-employee directors $55,500 (paid quarterly, pro rata) .
| Director | Fees Earned ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Barton S. Brundage | — | — | — | — |
Performance Compensation
- Equity compensation: Synchron designees, including Brundage, declined stock options or other equity grants .
- Performance metrics tied to director compensation: None disclosed for Brundage (no cash or equity compensation accepted) .
| Metric | Status |
|---|---|
| Equity awards (RSUs/PSUs/options) | None; declined as Synchron designee |
| Performance-linked metrics (TSR, EBITDA, etc.) | Not applicable; no director compensation accepted |
Other Directorships & Interlocks
| Company | Public/Private | Relationship | Potential Interlock/Conflict Note |
|---|---|---|---|
| Cordillera Corporation | Private | Affiliate of Synchron/General Atomics | Employment ties to majority shareholder affiliates |
| jetCenters, Inc. | Private | Cordillera subsidiary | Chair role within controlling shareholder’s affiliate network |
| Ohio Gas Company | Private | Affiliated with Cordillera | Chair role at utility affiliate |
| Rio Grande Resources Corporation | Private | General Atomics affiliate | Officer role at GA uranium affiliate |
| Rare Element Resources Ltd. | Public | Synchron designee on Board | Non-independent, designee under Investment Agreement |
No other public company directorships are disclosed for Brundage in the proxy .
Expertise & Qualifications
- Audit committee financial expert per Item 407 of Regulation S-K; financially literate under NI 52-110 .
- Extensive background in financial resource acquisition, complex transactions, valuation and integration; Board cites added depth in financial resource management as rationale for re-election .
- Audit Committee Charter oversight includes internal controls, ERM, quarterly/annual reporting, and related-party transaction review .
Equity Ownership
| Holder | Common Shares | Options | % of Class |
|---|---|---|---|
| Barton S. Brundage | Nil | Nil (designee declined options) | <1% |
| Synchron (majority shareholder) | 360,740,516 | — | 69.9% |
| Note | Excludes Common Shares owned by Synchron for designees Champine, Bartels, Brundage | — | — |
Governance Assessment
- Board independence risk: Brundage is not independent; Synchron has the right to designate three directors and holds 69.9% of shares, resulting in a non-majority-independent Board—this concentration raises control and oversight concerns for minority shareholders .
- Audit Committee leadership: Brundage chairs the Audit Committee and is designated the audit committee financial expert; while the committee is majority independent, the chair’s non-independent status is a governance weakness in the context of extensive related-party oversight responsibilities .
- Related-party exposure: The Company has a Cost Share Agreement with General Atomics (Synchron affiliate), extended on May 16, 2024 with up to $2,500,000 in additional advances, and an amendment expected in H2 2025—placing heightened importance on robust, independent oversight of related-party transactions .
- Engagement and process positives: No Code of Conduct waivers; engagement with external auditor (PCAOB requirements); pre-approval of non-audit services; strong meeting cadence and attendance (≥75%) support operational oversight .
- Board mitigation: Independent Chairman (Grandey) and two independent directors; independent-director executive sessions (two in FY 2024) partially mitigate the non-independent majority risk .
RED FLAGS
- Non-independent director designated by controlling shareholder (Synchron), with the Board not majority independent .
- Audit Committee Chair is not independent while overseeing related-party transactions and financial reporting—heightened conflict risk .
- Significant ongoing related-party arrangements with General Atomics, including cash advances and pending amendments .
Alignment Signals
- Brundage receives no director cash or equity compensation, and holds no personal RER shares; alignment is via affiliation with Synchron rather than direct ownership—this can reduce direct “skin-in-the-game” but reflects sponsor-driven oversight .