Kelli C. Kast
About Kelli C. Kast
Kelli C. Kast, 58, is Vice President, General Counsel, and Chief Administrative Officer of Rare Element Resources Ltd., serving since July 1, 2024; she was interim President & CEO from March–May 2024 and previously a director (Aug 2022–Aug 2024). She has nearly 30 years of in-house legal experience, including seven years as top legal officer in the precious metals industry and over 12 years in rare earths; she holds a JD from the University of South Dakota and a Bachelor’s from the University of Idaho . Company performance during her recent tenure reflects a pre-production, pre-revenue profile with net loss of $18.5M in 2024 and improving TSR from 30.71 (2022) to 66.79 (2023) to 140.84 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rare Element Resources Ltd. | Interim President & CEO | Mar–May 2024 | Interim leadership bridging CEO transition; maintained project continuity |
| Rare Element Resources Ltd. | VP, General Counsel, CAO & Corporate Secretary | Jul 2012–May 2015 | Led legal/admin during early Bear Lodge project stages |
| Rare Element Resources, Inc. (subsidiary) | Consultant | Jun 2015–Jun 2024 | Business consulting and administrative oversight; supported demonstration plant program |
| Coeur d’Alene Mines Corp. | VP, General Counsel & Corporate Secretary; then CAO | May 2005–Mar 2012 | Top legal/admin leadership in precious metals |
| HealtheTech Inc. | Corporate Counsel | 2004–2005 | Corporate legal counsel |
| Global Water Technologies Inc.; Psychrometric Systems, Inc. | Assistant General Counsel & Corporate Secretary | 1997–2003 | Corporate legal and governance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Bunker Hill Mining Corp. | Director; Chair of Corporate Governance & Nominating Committee | Oct 2024 | Public company board role in mining |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $282,500 |
| Target Bonus % | Not disclosed |
| Actual Bonus ($) | $100,000 (comprised of $20,000 interim CEO bonus + $80,000 discretionary, paid Jan 2025) |
| All Other Compensation ($) | $27,750 (director fees) |
| Total ($) | $410,250 |
Performance Compensation
Cash Incentives
| Metric | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|
| Interim CEO bonus | Not disclosed | N/A | $20,000 | Earned Mar–May 2024; paid in 2024 |
| Discretionary annual bonus | Not disclosed | N/A | $80,000 | Paid Jan 2025 |
Performance metrics (e.g., revenue, EBITDA, TSR percentile, ESG) for bonuses were not disclosed; the company notes it did not use U.S. GAAP net loss as a compensation metric and is pre-revenue .
Equity Awards (Options)
| Grant/Option | Shares (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Legacy option (expired) | 150,000 | 0.83 | 2/13/2025 | Expired unexercised on Feb 10, 2025 |
| 2016–2021 era option | 225,000 | 2.25 | 4/13/2031 | Vested (exercisable) as of 12/31/2024 |
| 2022 grant | 500,000 | 1.42 | 1/5/2032 | 50% vested 7/5/2022; 50% vested 1/5/2023 |
| 2023 grant | 225,000 | 0.38 | 1/4/2033 | 50% vested 7/4/2023; 50% vested 1/4/2024 |
Company policy indicates options are generally granted alongside annual awards and are not timed to undisclosed information; exercise price set at prior day close .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 950,000 shares counted via options exercisable within 60 days (no stated common shares) |
| Ownership as % of SO | <1% of 516,134,712 shares outstanding as of 7/16/2025 |
| Vested vs. unvested | All listed options vested and exercisable as of 12/31/2024; 150k at $0.83 subsequently expired |
| Options: exercisable vs. unexercisable | Exercisable: 950,000 (as of record date); Unexercisable: not disclosed |
| Shares pledged as collateral | Not disclosed |
| Stock ownership guidelines | Not disclosed for executives; directors (non-Synchron) encouraged to hold shares |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date (current role) | July 1, 2024 |
| Base salary (initial under agreement) | $310,000 |
| Annual bonus eligibility | Eligible; metrics not disclosed |
| Long-term incentives | Eligible at Board discretion |
| Severance (no cause / good reason) | Lump sum equal to one year base salary, payable ~60 days post-termination |
| Equity vesting upon termination | Equity awards vest automatically upon qualifying termination |
| Change-of-control terms | Severance not contingent upon change-in-control; no multiples disclosed |
| Non-compete / non-solicit | Not disclosed |
Performance & Track Record
Company TSR and Net Loss
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (Value of $100) | 30.71 | 66.79 | 140.84 |
| Net Loss ($000s) | (9,426) | (8,996) | (18,451) |
- Project execution: Demonstration Plant design review completed; commissioning expected by end of 2025, ramp to full operations in Q1 2026 (planned production up to 10 tons Nd/Pr oxide); Bear Lodge permitting restart in 4Q 2025 .
- Funding and cost context: DOE cost-share award and WEA grant support; total construction cost estimate ≈$60M, with expected operations cost ≈$1.5M/month in 2026; discussions to novate DOE agreement to RER as primary recipient ongoing .
Compensation Structure Analysis
- Mix: 2024 pay skewed to cash (salary + discretionary bonuses) with legacy option exposure; no RSUs/PSUs disclosed .
- Metrics: Bonus criteria and weightings not disclosed; company expressly notes GAAP net loss not used in incentive decisions, consistent with pre-revenue status .
- Equity terms: Single-trigger vesting of equity upon qualifying termination increases retention cost and may lessen performance-contingency of equity outcomes .
- Grant policies: Committee states option grants are not timed to MNPI; exercise price set at prior day close .
Related Party Transactions
- Professional Services Agreement: As consultant through June 30, 2024, monthly retainers ($21,250 in 2024; $20,208 in 2023) and cash bonuses ($20,000 in 2024 for interim CEO; $82,500 in 2023), with eligibility for option grants (225,000 in 2023; 500,000 in 2022) .
Risk Indicators & Red Flags
- Board independence: Company’s seven-member Board is not majority independent; Ms. Kast is non-independent as an executive officer .
- Single-trigger equity vesting on termination: Automatic vesting without change-of-control may reduce performance alignment .
- Related-party history: Prior consulting relationship with significant payments and grants requires ongoing governance vigilance .
- Disclosure gaps: No executive stock ownership guidelines, pledging disclosures, clawback policy specifics, or bonus metrics published .
Say-on-Pay & Shareholder Feedback
- No say-on-pay results disclosed; director election and auditor ratification in 2025 passed with strong support (directors FOR votes ~391–397M; auditor FOR 424.9M) .
Compensation Peer Group
- Not disclosed in proxy materials .
Expertise & Qualifications
- Legal/administrative executive with extensive mining and rare earth industry experience; JD (University of South Dakota); Bachelor’s (University of Idaho) .
Work History & Career Trajectory
- Progressive legal and administrative leadership roles across natural resources and industrials, transitioning from corporate counsel into top legal and CAO roles and into executive leadership/board service .
Equity Ownership & Insider Selling Pressure
- Beneficial ownership via options only (<1% of SO); one 150k option expired in Feb 2025, which reduces near-term exercise-related selling risk; no pledging disclosed .
- Form 4 activity for Ms. Kast not included in proxy; monitor future filings for exercises/sales cadence.
Employment Terms
| Provision | Kast Employment Agreement |
|---|---|
| Severance multiple | 1.0x base salary (single trigger for defined events) |
| Equity vesting on termination | Full acceleration on qualifying termination |
| Change-of-control | No special severance multiple; benefits not contingent on CoC |
| Clawback / gross-ups | Not disclosed |
Investment Implications
- Pay-for-performance alignment is limited by undisclosed bonus metrics and single-trigger equity vesting; equity exposure is legacy options, now fully vested, with one notable expiration already passed—reducing near-term exercise pressure .
- Retention risk appears moderated by 1x salary severance and accelerated vesting, but low beneficial ownership (<1%) suggests limited “skin in the game” alignment; no pledging disclosed .
- Governance scrutiny warranted given prior related-party consulting and non-majority independent Board; however, project execution milestones (Demonstration Plant commissioning; Bear Lodge permitting restart) could be near-term catalysts; watch for DOE agreement novation and additional cost-share support .