Wayne E. Rich
About Wayne E. Rich
Chief Financial Officer of Rare Element Resources Ltd. since March 28, 2022; age 60; based in Colorado; holds an MBA from Illinois State University and a BS in Accountancy from Eastern Illinois University . The company is pre-production and disclosed no revenues; Pay‑versus‑Performance shows TSR improved from $30.71 to $140.84 (value of $100 invested) while GAAP net loss widened to $18.5 million across 2022–2024, framing the operating backdrop during his tenure . Notable capital and project milestones during his CFO tenure include a $35.8 million rights offering (Q1’24) and continued progress on the demonstration plant, with DOE support and an EXIM Bank letter of interest up to $553 million for project financing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eden Innovations LLC | VP Finance, Treasurer & Corporate Secretary | Aug 2017–Mar 2022 | Public company reporting, internal controls, treasury leadership |
| Star Mountain Resources, Inc. | Chief Financial Officer | Nov 2015–Jan 2017 | Mining CFO experience; company later entered Chapter 11 (Feb 2018) |
| Northern Zinc, LLC | Chief Financial Officer | May 2015–Nov 2015 | Finance leadership through acquisition by Star Mountain |
| Prospect Global Resources, Inc. | CFO & VP Finance; SVP Accounting & Treasury | Sep 2011–Dec 2012; Dec 2012–May 2014 | Public mining finance, accounting, treasury oversight |
| Thompson Creek Metals Inc. | Treasurer & Director Corporate Finance | Oct 2008–Sep 2011 | Corporate finance and treasury for a metals producer |
| The Doe Run Resources Corp. | Various, incl. Treasurer and Assistant Treasurer | Aug 1998–Oct 2008 | Integrated mining/metals finance roles |
| KPMG Peat Marwick | Early career | — | Public accounting foundation |
External Roles
- No public company directorships or external board roles disclosed in filings for Wayne E. Rich .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $164,557 | $240,000 | $250,000 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $50,000 | $65,000 | $70,000 |
| Option Awards (Grant‑date FV, $) | $142,186 | $43,791 | $— |
| Total Compensation ($) | $356,743 | $348,791 | $320,000 |
| Initial Contracted Base ($) | $215,000 (effective 3/28/2022) | — | — |
Narrative: Employment agreement provides a discretionary annual bonus, long‑term incentive eligibility, and benefits; salary subject to adjustment at company discretion .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Discretionary (no formal metrics disclosed) | Not disclosed | Not disclosed | $65,000 (2023); $70,000 (2024) | Paid in cash; no vesting |
| Stock options (3/28/2022 grant) | Service‑vesting | N/A | N/A | 125,000 options @ $1.20 | 1/3 on 3/28/2023, 1/3 on 3/28/2024, 1/3 on 3/28/2025; fully vested 3/28/2025; expires 3/28/2032 |
| Stock options (1/4/2023 grant) | Service‑vesting | N/A | N/A | 125,000 options @ $0.38 | 62,500 vested 1/4/2024; remainder vested by year‑end 2024; expires 1/4/2033 |
Notes:
- At CFO appointment, Rich received 125,000 options (10‑year term), vesting in three annual tranches; the remaining tranche vested March 28, 2025 .
- A subsequent 125,000‑option grant carried a $0.38 strike and was fully exercisable by 12/31/2024 .
Equity Ownership & Alignment
| As‑of Date | Beneficial Ownership (shares) | Description | % of Shares Outstanding |
|---|---|---|---|
| Jun 28, 2024 | 208,333 | Common shares subject to options | <1% |
| Jul 16, 2025 | 250,000 | Common shares subject to options (exercisable by this date) | <1% |
Outstanding options detail (12/31/2024):
- 125,000 options @ $0.38, fully exercisable; expiration 1/4/2033 .
- 83,333 exercisable + 41,667 unexercisable @ $1.20; expiration 3/28/2032; final vest occurred on 3/28/2025 .
Governance alignment indicators:
- No arrangements (including pledges) known that may result in change in control; percent‑of‑class ownership remains <1% .
- Section 16(a) reports filed timely in FY 2024 (procedural compliance) .
- No director/officer indebtedness disclosed .
Employment Terms
| Provision | Key Term |
|---|---|
| Role & start | Appointed CFO March 28, 2022; reports to CEO |
| Base salary | Initial $215,000; subject to adjustment |
| Bonus | Discretionary annual bonus (cash, options, or combination at Board’s discretion) |
| Long‑term incentives | Eligible for equity awards under company plans |
| Severance (no cause / good reason) | Lump sum equal to 1x base salary, paid ~60 days post‑termination; automatic vesting of equity awards; requires release |
| Good reason triggers | Material change in title/duties, material pay reduction, >50‑mile relocation, material breach, failure to maintain reasonable D&O insurance; cure opportunity required |
| Change‑of‑control (280G) | Best net after‑tax approach with potential payment reduction under 280G; ordering rules for reductions |
| Non‑compete | 1 year post‑termination; covers rare earths broadly and gold within defined radius of Bear Lodge |
| Non‑solicit | 1 year post‑termination; employees and customers |
| Clawback | Subject to any company or legally required clawback policy |
| Indemnification & D&O | Full indemnification (good faith/no gross negligence) and D&O coverage during employment and up to 6 years post‑termination (or while policy remains in force) |
| Dispute resolution | Colorado law; arbitration in Denver; injunctive relief for covenant breaches |
| Benefits & vacation | Eligible for benefit programs; 4 weeks annual vacation |
| Equity granting practices | Options typically set at prior‑day closing price; grants not timed around MNPI disclosure per stated practice |
Investment Implications
- Pay‑for‑performance visibility is modest: bonuses are discretionary without disclosed quantitative targets; equity is service‑vested stock options rather than performance shares (PSUs), reducing direct linkage to operating KPIs .
- Upcoming/ recent equity vesting can create mechanical supply: 41,667 options at $1.20 vested on March 28, 2025; all 250,000 options appear exercisable by mid‑2025, potentially increasing insider exercise/sale flexibility (pricing and liquidity dynamics not disclosed here) .
- Alignment and retention: severance is 1x salary with automatic vesting—shareholder‑friendly multiple but auto‑vesting raises change‑over risk if turnover occurs; 1‑year non‑compete/non‑solicit helps mitigate competitive leakage .
- Ownership scale is small (<1%), limiting direct voting power or outsized sell pressure from a single holder; no pledging arrangements flagged that could force selling in stress scenarios .
- Execution risk context: company is pre‑revenue; TSR improved materially in 2024 despite higher net loss; financing and permitting milestones progressed under current management, including a $35.8 million rights offering and federal/state support for the demonstration plant, but cash‑flow independence remains unproven .
- Background risk indicator: prior CFO role at Star Mountain Resources, Inc., which subsequently filed for Chapter 11 in 2018; this is historical experience context rather than a current proceeding .
Appendices
Pay‑versus‑Performance (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – value of $100 investment | $30.71 | $66.79 | $140.84 |
| Net Loss (USD, thousands) | $(9,426) | $(8,996) | $(18,451) |
Outstanding Equity Awards (Wayne E. Rich)
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| 125,000 options | 125,000 | — | $0.38 | 1/4/2033 | 62,500 vested 1/4/2024 (balance vested by YE 2024) |
| 125,000 options | 83,333 | 41,667 | $1.20 | 3/28/2032 | Remaining tranche vested 3/28/2025 |
Beneficial Ownership (Wayne E. Rich)
| As‑of | Shares Beneficially Owned | Notes | % Class |
|---|---|---|---|
| Jun 28, 2024 | 208,333 | Includes shares underlying options | <1% |
| Jul 16, 2025 | 250,000 | Includes shares underlying options | <1% |