Jaye T. Pickarts
About Jaye T. Pickarts
Jaye T. Pickarts is a mining executive and engineer with 40+ years of experience across mine development, mineral processing, environmental compliance, and operations. He is a Registered Professional Engineer (PE), SME Registered Member, and Qualified Person (QP), with prior work spanning feasibility studies (PFS/FS), NI 43‑101 PEAs, and acquisition due diligence; he holds a BS in Metallurgical (Mineral Processing) Engineering from Montana Technological University . He has served as REEMF’s Chief Operating Officer since October 1, 2024 and is age 67 as of the 2025 proxy; he notified REEMF of his decision to retire effective December 31, 2025 . As a pre‑production stage company, REEMF reported no operating revenues during the periods presented, and the NCG&C Committee does not use net income or PvP measures to set incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rare Element Resources Ltd. | Chief Operating Officer | 2011–2016 | Senior operating leadership during earlier phase |
| Rare Element Resources Ltd. | Chief Operating Officer | Appointed Oct 1, 2024 | Returned to COO role to advance Bear Lodge project |
| Rare Element Resources Ltd. | Independent Consultant | 2016–2024 | Technical and operational consulting to the Company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tetra Tech, Inc. | Senior Project Manager | 2018–2023 | Led engineering/project work across industrial/mining projects |
| Knight Piesold & Co | Director and Principal | 1999–2011 | Directed engineering design/oversight for industrial projects |
| Pegasus Gold; Brewer Gold; Texasgulf Minerals & Metals; Freeport‑McMoRan; Kennecott Copper | Operations management positions | Not disclosed | Broad operations experience across domestic/international projects |
| Bear Lodge REE Project (REEMF) | Qualified Person (TRS/NI 43‑101) | 2024–2025 | Approved scientific/technical disclosures for Bear Lodge TRS |
| Professional Affiliations | Registered Professional Engineer (PE); SME Registered Member; Qualified Person (QP) | Not disclosed | Credentials underpin technical authority in mining disclosures |
Fixed Compensation
Offer Letter Terms (Pickarts)
| Term | Value |
|---|---|
| Initial annual base salary | $282,000 |
| Annual incentive plan (cash) | Up to 20% of base salary |
| Benefits | Eligible to participate in company programs |
Summary Compensation (2024)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 334,700 | 12,000 | — | — | 346,700 |
2024 Compensation Breakdown Detail
| Component | Amount ($) |
|---|---|
| Consultant services (pre‑hire) | 264,200 |
| Employee compensation (post‑hire) | 70,500 |
Performance Compensation
| Plan/Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (Cash) | Not disclosed | Up to 20% of base salary | Not disclosed | $12,000 paid for 2024 | Cash (timing not stated) |
The proxy discloses eligibility and actual payout but does not specify performance metrics, weights, or vesting details for Mr. Pickarts’ incentive awards . At the company level, pay‑versus‑performance is not used for incentive decisions due to pre‑production status and lack of operating revenue .
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Common shares beneficially owned (as of July 16, 2025) | 148,695 (percent of class: <1%) |
| Breakdown per footnote | 123,695 common shares + 25,000 options exercisable |
| Options – exercisable | 25,000 @ $2.25 strike, expires 4/13/2031 |
| Options – unexercisable | 0 |
| RSUs/PSUs outstanding | Not disclosed |
| Shares pledged as collateral | Not disclosed (no pledging disclosure observed) |
| Stock ownership guidelines/compliance | Not disclosed |
Employment Terms
| Element | Disclosure |
|---|---|
| Appointment date | COO effective October 1, 2024 |
| Retirement | Notice given Sept 8, 2025; effective Dec 31, 2025 |
| Offer letter | Base salary $282,000; annual cash incentive up to 20%; eligible for benefits |
| Severance/change‑in‑control terms | Not specified for Pickarts; proxy details severance for Mushinski, Kast, Rich (1× base salary; automatic vesting on qualifying termination), but only an offer letter is disclosed for Pickarts |
| Equity vesting on termination | For other NEOs: equity awards vest automatically on qualifying termination; no specific Pickarts provision disclosed |
Investment Implications
- Retention risk is high near‑term: Pickarts has formally notified retirement effective Dec 31, 2025, creating a leadership transition in operations and technical stewardship for the Bear Lodge project .
- Pay structure is modest and largely cash‑based with limited performance linkage: Offer letter caps annual cash incentive at 20% of base; no disclosed operational/financial KPIs, consistent with the company’s pre‑production status and non‑use of PvP measures .
- Equity alignment is limited: Beneficial ownership is <1% of outstanding shares with a single 25,000‑share vested option (strike $2.25, 2031 expiry), indicating low direct exposure to long‑term TSR and minimal insider selling pressure risk from scheduled vesting events .
- Severance/change‑of‑control visibility is low for Pickarts: Unlike other NEOs, the proxy only discloses his offer letter and does not provide severance multiples or accelerated vesting terms specific to him, reducing clarity on termination economics .
- Operational execution continuity: As a QP for Bear Lodge disclosures and long‑tenured mining engineer, Pickarts’ departure heightens execution risk unless succession and knowledge transfer have been robustly planned .