D. Joshua Hawes
About D. Joshua Hawes
Age 40. Chairman of the Board of Royalty Management Holding Corporation (RMCO). Appointed to the Board and named Chairman on November 25, 2024. Background includes Chief Strategy Officer (2021–2023) and Chief of Staff (2020–2021) at USA Rare Earth, where he led a ten-fold increase in company value, creation of the Magnet Manufacturing Tax Credit, and development of the first ex‑China North American magnet supply chain network; prior executive roles at investment firms Delta1X and Hawking Alpha. Holds CMT, Certified Hedge Fund Professional, and Qualified Family Office Professional designations; Series 3, 7, 63, 65, 79, 82, and SIE licenses; B.S. in Wireless Software Engineering (minor in Business) from Auburn University. Also serves as a Director at American Resources Corporation (AREC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USA Rare Earth | Chief Strategy Officer | 2021–2023 | Led ten-fold value increase; created Magnet Manufacturing Tax Credit; built ex‑China magnet supply chain network |
| USA Rare Earth | Chief of Staff | 2020–2021 | Led magnet manufacturing transition team (Stillwater, OK) |
| Delta1X | Executive leadership roles | n/a | Investment firm leadership |
| Hawking Alpha | Executive leadership roles | n/a | Investment firm leadership |
External Roles
| Organization | Role | Tenure/Date | Notes / Interlocks |
|---|---|---|---|
| American Resources Corporation (AREC) | Director | n/a | Interlock risk: RMCO CEO Thomas M. Sauve is President/Director at AREC; RMCO may enter agreements with AREC and its subsidiaries |
Board Governance
- Role: Chairman of the Board (non-CEO). CEO and Chair roles were separated effective November 25, 2024 (Sauve remained CEO; Hawes became Chair) .
- Committee assignments: None (not a member of the Audit, Compensation, or Nominating Committees). Current committee chairs—Audit: Julie K. Griffith; Compensation: W. Benjamin Kincaid; Nominating: Roy A. Smith .
- Independence: The Board determined only Kincaid, Smith, and Griffith are independent under Nasdaq standards; Hawes is not identified as independent .
- Attendance: In 2024, the Board met 8 times; committees met 6 times; each director attended 100% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet separately “on occasion” (no specified frequency) .
- Shareholder support (2025 Annual Meeting): Hawes re‑elected—Votes For: 11,331,814; Against: 10,935; Abstentions: 4,000 .
Committee Assignments (Hawes)
| Committee | Member? | Chair? |
|---|---|---|
| Audit | No | No |
| Compensation | No | No |
| Nominating | No | No |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option/Warrant Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | 0 |
| 2023 | 0 (not a director) | 0 | 0 | 0 |
Note: Appointed Director and Chairman on November 25, 2024 .
Performance Compensation
| Instrument | Grant Date | Quantity | Grant‑Date Fair Value ($) | Vesting | Strike/Expiry | Notes |
|---|---|---|---|---|---|---|
| None reported for Hawes in 2024 | — | — | — | — | — | No director equity credited to Hawes for 2024 |
| Board‑wide context | 2024 (unspecified) | 25,000 warrants (per certain directors) | Example: Griffith $9,476; Smith $9,476; Sauve $8,310 | Not disclosed | Not disclosed | Warrants valued via Black‑Scholes; issued for board service during 2024 (Hawes appointed late‑2024) |
Other Directorships & Interlocks
| Company | Relationship to RMCO | Interlock/Related‑Party Exposure | Evidence |
|---|---|---|---|
| American Resources Corporation (AREC) | Potential counterparty | RMCO may enter agreements with AREC and subsidiaries; RMCO CEO Sauve is AREC President/Director; Hawes is an AREC Director—elevated interlock and related‑party oversight needs |
Expertise & Qualifications
- Capital markets/investing: Buy‑side and sell‑side leadership; transaction structuring experience .
- Industrial/technology: Advanced technologies focus; built North American magnet supply chain network .
- Professional credentials & licenses: CMT, Certified Hedge Fund Professional, Qualified Family Office Professional; Series 3, 7, 63, 65, 79, 82, SIE .
- Education: Auburn University, Wireless Software Engineering (minor in Business) .
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2024 | 0 | * (<1%) | 14,958,817 shares outstanding as of 12/31/2024 |
Insider Trades (Form 4)
| Period | Transactions Found |
|---|---|
| 2024‑01‑01 to 2025‑11‑20 | None found for “Hawes” at RMCO (Source: insider‑trades skill run 2025‑11‑20; fetch_insider_trades.py) |
Governance Assessment
- Board leadership and structure: Positive separation of Chair/CEO roles since Nov 25, 2024; however, Chair is not classified as independent, which may limit perceived independence of board leadership .
- Committee coverage: Hawes holds no committee seats; key oversight committees chaired by independent directors (Audit: Griffith; Comp: Kincaid; Nominating: Smith), which supports committee‑level independence .
- Attendance and engagement: Strong—100% director and committee meeting attendance in 2024; Board met 8x; committees 6x .
- Ownership alignment: Hawes reported 0 shares at year‑end 2024, indicating no disclosed personal equity stake at that time—weak near‑term alignment signal; no director stock ownership guidelines disclosed in proxy .
- Compensation structure: No cash or equity credited to Hawes in 2024 due to late appointment; board‑wide 2024 director compensation included issuance of 25,000 stock warrants to certain directors (valued ~$8–9.5k), implying higher equity‑linked mix for non‑employee directors .
- Related‑party exposure: Company discloses multiple related‑party relationships tied to entities managed by the CEO (LRR, Wabash Wings/Enterprises, Land Betterment, American Resources). With Hawes serving as an AREC director and RMCO’s CEO holding leadership roles at AREC, there is an interlock context requiring robust Audit Committee oversight to prevent conflicts; company states the Audit Committee reviews and resolves related‑party transactions under a formal policy .
- Hedging policy: Company permits employees and directors to engage in hedging transactions—this is a shareholder‑unfriendly practice that weakens alignment incentives. RED FLAG .
- Shareholder support: Hawes received 11,331,814 votes “For” with minimal opposition at the 2025 Annual Meeting—strong endorsement by voting shareholders .
Related‑party and conflicts control: The Audit Committee is delegated responsibility for reviewing/approving related‑party transactions and conflicts under the Related Persons Transactions Policy; disclosure/recusal processes are outlined in the Code of Conduct .
Executive sessions: Independent directors hold sessions without management “on occasion,” which is less prescriptive than best‑practice quarterly sessions .
RED FLAGS
- Hedging permitted for directors and employees (misalignment risk) .
- Chair not identified as independent; combined with no committee roles could centralize agenda‑setting without independent leadership counterweight .
- Zero disclosed share ownership for Hawes as of 12/31/2024 (weak “skin‑in‑the‑game” signal at that date) .
- Extensive related‑party ecosystem around management; interlocks with AREC increase conflict‑management burden on Audit Committee .
Positive Signals
- 100% attendance and active committee structure with independent chairs .
- Strong shareholder support in 2025 director election .
- Separation of Chair/CEO roles since late 2024 .