Nicole J. Champine
About Nicole J. Champine
Nicole J. Champine (age 54) is an independent director nominee serving on the Rare Element Resources Ltd. board since March 31, 2022; she is Vice President and General Counsel of Cordillera Corporation (affiliate of General Atomics) since July 2007, and holds engineering and legal degrees (BS Structural Engineering, University of Texas at Austin; JD, University of Denver) . Her background spans legal, corporate, and technical roles in real estate development, civil/structural engineering, and natural resources, including leadership roles at affiliated entities of Synchron/General Atomics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otten, Johnson, Robinson, Neff & Ragonetti, P.C. | Real estate and land development lawyer | May 1998 – June 2001 | Legal practice focused on real estate/land development |
| Peter Kiewit & Sons | Project engineer, heavy-highway projects (UT/CO) | June 1993 – Aug 1995 | Technical engineering experience on major infrastructure |
| Cordillera Corporation (GA affiliate) | Legal Counsel | July 2001 – July 2007 | Corporate legal counsel (pre-GC role) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cordillera Corporation (General Atomics affiliate) | Vice President & General Counsel | Jul 2007 – present | Legal and governance leadership across affiliates |
| Rio Grande Resources Corporation (GA affiliate) | Vice President | Feb 2025 – present | Executive oversight (resources affiliate) |
| San Miguel Valley Corporation (Cordillera subsidiary) | President; Director | President since Jun 2007; Director since Jul 2009 | Corporate leadership at subsidiary level |
| Oceanic Exploration Company (affiliated with Cordillera) | President & Director | Since May 2010 | Executive leadership at oil & gas affiliate |
Board Governance
- Independence: The Board determined Ms. Champine is not independent due to employment with an affiliate of Synchron, the Company’s majority shareholder .
- Committee assignments: Chair, Nominating, Corporate Governance & Compensation (NCG&C) Committee; current members include Champine (Chair), Bartels, Hickey, Saxton; the committee met 5 times in FY2024 and comprises one independent and three non-independent directors .
- Audit Committee composition: Brundage (Chair), Grandey, Saxton; Champine is not a member .
- Board structure: Seven directors; not a majority independent; independent Chair (Gerald W. Grandey) oversees independent supervision .
- Attendance: 11 board meetings were held in 2024; none of the incumbent directors who were directors in 2024 attended fewer than 75% of eligible meetings .
- Executive sessions: Two executive sessions for independent directors were held during FY2024 .
Fixed Compensation
- Director pay policy (FY2024): Non‑employee directors (ex‑Chair/committee chairs/Synchron designees) annual retainer $55,500; Board Chair $81,500; Audit Chair $67,500; NCG&C Chair $67,500; paid quarterly/pro‑rata .
- Synchron designees (including Champine) elected not to receive any director compensation, including stock options .
| Director Compensation (FY2024) | Fees Earned ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Nicole J. Champine | — | — | — | — |
Performance Compensation
- No performance-based director compensation metrics or awards are disclosed for Synchron designees; they elected not to receive director compensation .
| Performance Metric | Target | Measurement Period | Payout/Status |
|---|---|---|---|
| None disclosed for directors (Synchron designees opted out of pay) | — | — | — |
Other Directorships & Interlocks
- Public reporting issuer directorships: Proxy identifies only Mushinski (Anfield Energy Inc.) and Saxton (Bunker Hill Mining Corp.); no other reporting-issuer directorship disclosed for Champine .
- Interlocks/affiliations: Employed by Cordillera (GA affiliate) and holds executive roles at GA‑affiliated entities; designated to REEMF’s Board under Synchron’s investment agreement as a majority shareholder designee .
| Entity | Nature | Link to REEMF/Synchron | Potential Conflict Vector |
|---|---|---|---|
| Cordillera Corporation | Employer; GA affiliate | GA/Synchron majority shareholder; affiliated governance | Influence via majority shareholder designation and compensation oversight |
| Rio Grande Resources Corporation | Executive role | GA affiliate | Affiliated business interests alongside REEMF’s project ecosystem |
| Oceanic Exploration Company | Executive role | Affiliated with Cordillera | Network ties within GA ecosystem |
| San Miguel Valley Corporation | Executive role | Cordillera subsidiary | Affiliate leadership role |
Expertise & Qualifications
- Degrees: BS Structural Engineering (UT Austin); JD (University of Denver) .
- Domain experience: Legal, corporate, and technical expertise across real estate, engineering, and natural resources; Board cites broad applicability and qualifications for re‑election .
Equity Ownership
- Beneficial ownership: “Nil” Common Shares as of July 16, 2025; percent of class “<1%” (nil reported); footnote clarifies exclusion of Synchron’s shares, as Champine is an employee of an affiliate of Synchron .
- Majority shareholder: Synchron beneficially owns 360,740,516 Common Shares (69.9% of class) as of July 16, 2025 .
| Holder | Common Shares Beneficially Owned | % of Class | As‑of Date | Notes |
|---|---|---|---|---|
| Nicole J. Champine | Nil | <1% | July 16, 2025 | Excludes Synchron’s holdings; Synchron is majority shareholder |
| Synchron | 360,740,516 | 69.9% | July 16, 2025 | Sole voting/dispositive power per Schedule 13D/A |
Governance Assessment
- Committee leadership by non‑independent director: Champine chairs NCG&C while being non‑independent due to employment with a Synchron affiliate; NCG&C composition is majority non‑independent, which may impair objective oversight of nominations and compensation (RED FLAG) .
- Board independence shortfall: Board is not majority independent; mitigated by the presence of an independent Chair and executive sessions, but remains a governance risk (RED FLAG) .
- Majority shareholder control dynamics: Synchron holds ~69.9% and retains rights to designate three directors; Champine is among the designees. This concentration and designation power reduce minority shareholder influence (RED FLAG) .
- Related‑party exposure: Active Cost Share Agreement with General Atomics (Synchron affiliate) extended May 16, 2024 for up to $2.5M advances and pending amendment in 2H 2025; while the Audit Committee oversees related‑party transactions >$120k, affiliate interlocks heighten conflict risk (RED FLAG) .
- Attendance/engagement: Board held 11 meetings in 2024; no incumbent director attended fewer than 75%—baseline engagement acceptable, though individual director attendance rates are not itemized .
- Alignment and incentives: Champine has nil direct ownership and receives no director compensation or options, indicating limited personal “skin‑in‑the‑game” but clear alignment with Synchron as the designating entity .
Implications: Investors should weigh the benefits of majority shareholder strategic support against risks of reduced board independence, especially with non‑independent leadership over nominations/compensation and ongoing affiliate transactions. Enhanced disclosure on individual attendance, recusal practices for related‑party matters, and consideration of adding independent committee leadership would strengthen investor confidence .