Kenneth J. Mushinski
About Kenneth J. Mushinski
Kenneth J. Mushinski, age 62, has served as President, Chief Executive Officer, and Director of Rare Element Resources Ltd. since May 1, 2024. He holds a B.S. in Mechanical Engineering (summa cum laude) and an MBA from San Diego State University, and previously held senior roles at General Atomics-affiliated entities and Synchron . Rare Element remains pre‑production with no revenues; FY 2024 net loss was $18.5 million, while the SEC pay‑versus‑performance TSR index improved from 66.79 in 2023 to 140.84 in 2024, reflecting share price recovery amid project progress . Operationally, the Company completed its demonstration plant construction in Upton, WY and expects commissioning to begin in late 2025, supported by DOE cost share (~$24.2M) and a 2025 EXIM letter of interest for up to $553M in debt financing to advance Bear Lodge permitting and development .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rare Element Resources Ltd. | Director (prior) | Nov 2017–Mar 2022 | Board designee of majority holder; governance and strategic alignment during capital restructurings |
| Synchron | President | Sep 2017–Mar 2022 | Led majority shareholder’s investments; alignment with RER IP licensing framework |
| General Atomics Technologies Corp. | VP, Corporate Planning & Acquisitions | Feb 2014–Mar 2022 | Corporate development, M&A; resource portfolio strategy across energy/mining assets |
| Quasar Resources Pty Ltd | President | Nov 2014–Mar 2022 | Oversight of uranium operations in Australia; technology and operations leadership |
| Nuclear Fuels Corporation | VP, Sales & Marketing | Jun 2006–Mar 2022 | Global uranium marketing; supply chain and customer relationships |
| GA Electronic Systems | Engineering Manager | 2002–2006 | Engineering leadership; systems development |
| Electronic Systems, Inc. | Lead Mechanical Engineer | 1995–2002 | Mechanical design and production engineering |
| General Atomics | Senior Reactor Operator | 1989–2012 | Nuclear operations and safety credentials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anfield Energy Inc. | Chairman of the Board | Sep 2022–present | Sector visibility and network across mining; potential information flows and benchmarking |
| ConverDyn partnership (Honeywell/GA) | Management committee member | Jun 2016–Mar 2022 | Nuclear conversion JV governance; operational oversight |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | 213,333 | Partial‑year CEO; employment agreement initial annual base salary set at $320,000 |
| Sign‑on Bonus ($) | 60,000 | Paid in 2024 |
| Discretionary/Performance Bonus ($) | 125,000 (paid Jan 2025) | Discretionary bonus for 2024 |
| All Other Compensation ($) | 2,000 (cell phone allowance) | Perquisite disclosed |
| Option/Stock Awards ($) | — | No equity grants recorded in 2024 |
| Total Compensation ($) | 400,333 | SCT total |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Sign‑on cash | N/A | N/A | N/A | $60,000 paid in 2024 | Cash; no vesting |
| Annual bonus | Discretionary (Board determined) | Not disclosed | Not disclosed | $125,000 paid Jan 2025 | Cash; no vesting disclosed |
Pay versus performance context: Company is pre‑production; SEC PvP reports FY 2024 net loss and TSR values below. The NCG&C Committee does not use GAAP net loss as a compensation metric for NEOs .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR value of $100 initial | 30.71 | 66.79 | 140.84 |
| Net Loss ($000s) | (9,426) | (8,996) | (18,451) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (Common Shares) | Nil; <1% of class |
| Options held (exercisable/unexercisable) | None disclosed for Mushinski as of 12/31/2024 |
| Ownership guidelines (executive) | Not disclosed in proxy/10‑K |
| Pledging/Hedging | Not disclosed; Code of Conduct governs insider compliance |
Employment Terms
| Term | Details |
|---|---|
| Effective date | May 1, 2024 |
| Initial annual base salary | $320,000; subject to adjustment |
| Bonus & LTI eligibility | Eligible for annual performance bonus and long‑term incentive awards per Board |
| Contract term | Indefinite unless terminated per agreement |
| Severance (without cause/for good reason) | One year of base salary (if ≥2 years of service); lump sum paid ~60 days after termination upon release; equity awards vest automatically |
| Good reason examples | Material change in title/duties; material compensation reduction; material breach by Company; failure to maintain reasonable D&O insurance (if uncured) |
| Change‑of‑control linkage | Separation benefits are not contingent upon change‑in‑control; standard termination provisions apply |
Board Governance and Director Service
- Role: Employee director since May 1, 2024; not independent due to executive status .
- Committees: Not on Audit (Brundage, Grandey, Saxton) or NCG&C (Champine, Bartels, Hickey, Saxton) .
- Board leadership: Independent Chairman (Gerald Grandey) provides oversight; separate CEO/Chair roles .
- Independence profile: 2 of 7 directors independent; majority non‑independent given Synchron affiliations and consultancy ties .
- Attendance: In 2024, Board met 11 times; no incumbent director was below 75% attendance . Independent executive sessions held twice in 2024 .
- 2025 shareholder vote: Mushinski received ~391.19M FOR votes, 6.40M WITHHELD; auditor ratification passed .
Director compensation (context for dual roles):
- Non‑employee directors received $55,500 retainers in 2024; Chair $81,500; Audit/NCG&C Chairs $67,500 each; Synchron designees waived fees/options .
Related Party and Alignment Considerations
- General Atomics/Synchron relationships: RER’s DOE cost‑share Demonstration Plant is governed via the General Atomics‑led consortium; RER assumed portions of cost share under agreements, with extensions in 2024–2025 . Synchron (majority holder) holds ~69.9%–70.6% of shares (2025/2024), with rights to designate three directors under the Investment Agreement .
Performance & Track Record
- Project execution: Demonstration Plant construction complete; commissioning expected late 2025; DOE commitments (~$24.2M) and WEA grant ($4.4M) support; EXIM LOI up to $553M for Bear Lodge development .
- Strategic roadmap: Aim to decide on commercialization in 2026; options include Nd/Pr separation and potential HREE processing; focus on domestic REE supply chain .
- Governance resilience: Independent Chair; formal risk oversight and Audit/NCG&C charters; no material legal proceedings disclosed .
Compensation Committee and Peer Benchmarking
- Committee composition: NCG&C includes one independent and three non‑independent directors in 2025 (Chair Champine) .
- Benchmarking: Company targets market‑competitive pay with benchmarking to mining peers; advisory say‑on‑pay vote schedule every three years adopted by shareholders in 2018 (practice noted in 2021 proxy) .
Investment Implications
- Pay‑for‑performance alignment: 2024 CEO compensation skewed to cash (no equity awards), while Company remains pre‑revenue; discrete discretionary bonus suggests limited formulaic linkage to operating KPIs . Potential future LTI grants could improve alignment.
- Ownership alignment: CEO beneficial ownership is Nil and no disclosed options outstanding at FY‑end, limiting immediate equity alignment; automatic vesting upon qualifying termination adds risk of value transfer if equity grants are later awarded .
- Retention risk: Severance equal to one year base salary with single‑trigger “good reason” after two years can mitigate turnover risk, but automatic vesting provisions heighten incentive to negotiate exit during stress events .
- Governance/independence: Board not majority independent given Synchron control; independent Chair provides oversight, but investor vigilance warranted on related‑party cost share management and director designee influence .
- Trading signals: Execution catalysts include commissioning and DOE/EXIM support toward 2025–2026 commercialization decisions; 2025 vote support strong. Funding gaps for full project build remain a key risk highlighted in 10‑K .
Rare Element is well‑positioned technically, but pay structure and ownership alignment for the CEO are currently cash‑heavy and equity‑light in a pre‑revenue stage—watch for introduction of performance‑based equity tied to plant milestones and permitting progress to improve alignment **[1419806_0001104659-25-071151_tm2521598-1_def14a.htm:29]** **[1419806_0001104659-25-071151_tm2521598-1_def14a.htm:30]** **[1419806_0001104659-25-071151_tm2521598-1_def14a.htm:34]** **[1419806_0001419806-25-000004_reemf-20241231x10k.htm:11]**.