Paul J. Hickey
About Paul J. Hickey
Wyoming-based attorney with a 40+ year career focused on energy and natural resources regulation; age 75; director at Rare Element Resources Ltd. (REEMF) since August 22, 2023. Education: BA (History, 1972) and JD (1975), University of Wyoming. Independence: Not independent due to (i) long-standing legal services to General Atomics (affiliate of REEMF’s majority shareholder, Synchron) and (ii) ongoing consulting to a REEMF subsidiary. Committee service: Nominating, Corporate Governance & Compensation (NCG&C). Attendance: In 2024, the Board held 11 meetings and no incumbent director attended fewer than 75% of eligible meetings. Independent leadership: Board chaired by independent director Gerald W. Grandey.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hickey & Evans, LLP (formerly Rooney & Horiskey) | Partner (Energy & Natural Resources) | 1976–2022 | Led representation of regulated utilities in WY, UT, ID; represented natural gas producers, trona operators, interstate pipelines, renewables, transmission; represented State of Wyoming before FERC in Kern River pipeline certification. |
| State of Wyoming (before FERC) | Counsel (Kern River pipeline certification) | Prior role (date not specified) | Key regulatory advocacy before FERC. |
| American College of Trial Lawyers | Regent, National Board of Regents | Prior role (date not specified) | National-level governance; recognition by the College. |
| Wyoming Bar Association | President | 1997–1998 | State bar leadership; Gerald R. Mason Professionalism Award (2021). |
| U.S. Tenth Circuit Court of Appeals | Law Clerk (Hon. James E. Barrett); Advisory Committee member; Historical Society Director/President | Clerk 1975–1976; later service dates not fully specified | Federal appellate system governance and historical society leadership. |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| University of Wyoming College of Law | Advisory Committee member; Chair | 2002–2022 (Chair through 2022) | Helped develop Summer Trial Institute; continues to teach. |
| Affiliates of Synchron (majority shareholder of REEMF) | Advisor; registered agent in Wyoming | Ongoing | Indicates ongoing business ties to majority shareholder’s affiliates. |
| Rare Element Resources, Inc. (REEMF subsidiary) | Consultant (Business & Community Relations) | Since June 2022 | Retainer $5,000/month (2022–2023), increased to $6,000/month in 2024 and 2025. |
Board Governance
- Current REEMF committees: NCG&C Committee member (Chair: Nicole J. Champine); committee met 5 times in 2024. Audit Committee members are Brundage (Chair), Grandey, Saxton.
- Independence: Not independent due to ongoing consulting to a REEMF subsidiary and prior legal services to General Atomics (affiliate of Synchron). The seven-member Board is not majority independent (2 independent directors: Grandey and Saxton).
- Board leadership: Independent Chairman (Gerald W. Grandey).
- Attendance: 2024 Board meetings = 11; no incumbent director fell below 75% attendance. Independent directors held two executive sessions since the start of FY2024.
- Synchron influence: Synchron may designate three directors while owning ~69.9% of shares outstanding as of July 16, 2025.
Fixed Compensation (Director)
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Director fees (Hickey) | $55,500 | Paid quarterly pro rata; no option awards in 2024. |
| 2024 (Fee Schedule) | Non-employee director annual retainer | $55,500 | Chair: $81,500; Audit Chair: $67,500; NCG&C Chair: $67,500; Synchron designees waive fees/options. |
| 2023 | Director fees (Hickey) | $5,720 | Plus option award grant-date fair value $17,516. |
- Year-over-year structure shift: Base director retainer increased from $16,000 in 2023 to $55,500 in 2024; Chair fee from $40,000 to $81,500; committee chair fees from $11,000 (Audit) / $7,000 (NCG&C) to $67,500 for each in 2024.
Performance Compensation (Director Equity/Options)
| Grant date | Instrument | Quantity | Exercise Price | Vesting | Status as of 12/31/2024 | Notes |
|---|---|---|---|---|---|---|
| Jan 4, 2023 | Stock options | 50,000 | $0.38/share | 50% on Jul 4, 2023; 50% on Jan 4, 2024 | Fully vested; outstanding | Reflected in 2024 holdings; no 2024 grant; service-vested (no performance metrics). |
- No PSUs/RSUs or performance metrics disclosed for directors; director equity is time-vested service compensation.
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Relationship | Potential Conflict |
|---|---|---|---|
| Public company boards | None disclosed | — | — |
| Affiliates of Synchron | Advisor; registered agent (WY) | Ongoing advisor to majority shareholder’s affiliates | Related-party nexus; risk of influence on board independence. |
| General Atomics (affiliate of Synchron) | Former counsel (1980–2022) | Long-standing legal relationship | Basis for non-independence. |
Expertise & Qualifications
- Energy and natural resources regulatory law; representation before FERC on major pipeline certification.
- Governance/teaching roles: University of Wyoming College of Law (Advisory Committee Chair); Summer Trial Institute faculty.
- Recognitions: Honorary Order of the Coif (2009); Wyoming Bar’s Gerald R. Mason Professionalism Award (2021); American College of Trial Lawyers Regent.
Equity Ownership (Alignment)
| As of | Shares Owned | Options (Exercisable) | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| July 16, 2025 | 26,000 | 50,000 | 76,000 | <1% | Based on 516,134,712 shares outstanding. |
| Policy/Guidelines | — | — | — | — | Non-Synchron directors are encouraged (not required) to hold shares; no formal ownership multiple disclosed. |
- Pledging/Hedging: No pledging disclosed for Hickey.
- Vested vs. unvested: Options are fully vested per disclosed vesting schedule.
Governance Assessment
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Strengths
- Deep regulatory and energy-sector expertise relevant to permitting and stakeholder engagement for REE projects.
- Independent Board Chair; documented executive sessions for independent directors; solid attendance disclosure.
- Audit Committee has majority independent membership in 2025 (Grandey, Saxton).
-
Concerns and RED FLAGS
- Not independent: Ongoing consulting to REEMF subsidiary and decades-long legal work for General Atomics (affiliate of majority shareholder Synchron).
- Related-party exposure: Mr. Hickey earns $6,000/month (2024–2025) from a REEMF subsidiary; also advises Synchron affiliates and serves as their registered agent in Wyoming.
- Board independence: Only two independent directors on a seven-member Board; NCG&C Committee has three non-independent members and one independent (Chair), heightening compensation/governance conflict risk.
- Majority shareholder influence: Synchron controls ~69.9% and holds board designation rights; designees forego director pay but influence remains significant.
-
Compensation alignment signals
- 2024 director pay structure materially increased vs. 2023; Hickey’s 2024 comp is cash-only ($55,500) with prior 2023 option grant now fully vested; minimal ongoing equity exposure may limit alignment.
-
Legal/disciplinary background
- No cease trade orders, bankruptcies, or sanctions involving Mr. Hickey disclosed.
Overall: Hickey brings valuable regulatory acumen but has material independence and related-party ties (consulting to subsidiary; advising affiliates of the controlling shareholder) that are governance red flags for compensation and nomination oversight. Continued independent leadership and strengthening independent majorities on key committees would mitigate risk.