Thomas I. Vehrs
About Thomas I. Vehrs
Dr. Thomas I. Vehrs, age 78, has served as a director of RYES since April 20, 2017; he is an exploration geologist with over 40 years of experience across the Americas, credited with major copper and gold discoveries and delineations including Los Pelambres (Chile), Northumberland (Nevada), Rio Blanco (Peru), and orogenic gold deposits in Guatemala . He previously served as Vice President of Exploration for Fortuna Silver Mines (2006–2016), overseeing programs at Caylloma (Peru) and San Jose (Mexico) that expanded resources/reserves and increased production, contributing to market capitalization over $1 billion; he holds a Ph.D. in geology from Syracuse University and served as an officer in the U.S. Army Corps of Engineers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortuna Silver Mines | Vice President, Exploration | 2006–2016 | Led exploration at Caylloma and San Jose, expanding resources/reserves and production; market cap >$1B |
External Roles
- The nominees table lists Dr. Vehrs’ principal occupation as “Exploration geologist,” with no other public company directorships disclosed for him in the proxy’s director biographies/nominee disclosures .
Board Governance
- Independence: Board determined Dr. Vehrs meets Nasdaq Rule 5605(a)(2) independence; RYES’ board includes four independent directors (Vehrs, Lepard, Oliver, Nauman) and one non-independent (CEO Mullin) .
- Committees: Audit Committee member; Audit Committee is the only standing committee. Audit Committee Chair is Daniel Oliver Jr.; members are Oliver (Chair), Vehrs, and Lepard .
- Financial literacy: All Audit Committee members are financially literate; Dr. Vehrs’ statistical/geology background and long experience reviewing financial statements provide relevant expertise .
- Meetings and attendance: During FY ended July 31, 2025, the Board held 8 meetings and the Audit Committee held 4; each director attended over 75% of Board and, if applicable, Audit Committee meetings .
- AGM attendance: No directors attended the last annual general meeting (Nov 20, 2024); RYES has no policy requiring attendance at stockholder meetings .
- Compensation governance: The full Board sets CEO/CFO and director compensation given company size and lack of revenues; no compensation or nominating committees are currently planned .
Fixed Compensation
| Item | FY 2025 | FY 2024 |
|---|---|---|
| Annual director fee (cash) | $20,000 | $20,000 |
| Committee/meeting fees | $0 | $0 |
| Perquisites | $0 | $0 |
Director compensation (non-NEO table perspective):
| Name | Fees Earned or Paid in Cash | Option Awards (fair value) | Total |
|---|---|---|---|
| Thomas I. Vehrs | $20,000 | $10,908 (share-based payments) | $30,908 |
Performance Compensation
Option grants in FY 2025 (all vested immediately upon grant) :
| Grant Date | Type | Number of Options | Exercise Price | Expiration | Closing Price on Grant Date | Closing Price at FY End |
|---|---|---|---|---|---|---|
| Mar 25, 2025 | Stock Options | 60,000 | $0.10 | Mar 25, 2030 | $0.08 | $0.17 |
| May 22, 2025 | Stock Options | 60,000 | $0.10 | May 22, 2030 | $0.10 | $0.17 |
Options outstanding as of July 31, 2025:
| Tranche | Quantity | Exercise Price | Expiration |
|---|---|---|---|
| Options | 100,000 | $0.65 | Feb 7, 2027 |
| Options | 105,000 | $0.53 | Feb 21, 2028 |
| Options | 25,000 | $0.26 | Sep 22, 2028 |
| Options | 47,775 | $0.25 | Dec 12, 2028 |
| Options | 15,000 | $0.17 | May 1, 2029 |
| Options | 60,000 | $0.10 | Mar 25, 2030 |
| Options | 60,000 | $0.10 | May 22, 2030 |
| Total | 412,775 | — | — |
Performance metrics table (director awards):
| Award Type | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Stock options | None disclosed | Immediate vesting | No PSUs/TSR/financial targets disclosed for director compensation |
Other Directorships & Interlocks
- The nominees table lists Dr. Vehrs solely as “Exploration geologist” with no other public board roles disclosed; no interlocks for him are identified in the proxy’s director disclosures .
Expertise & Qualifications
- Over 40 years in exploration and mine development in the Americas; credited with major copper/gold/silver deposit discoveries and delineations .
- Ph.D. in geology (Syracuse University); prior officer in U.S. Army Corps of Engineers .
- Audit Committee financial literacy affirmed; experience reviewing financial statements in officer/director roles at Canadian junior mining companies .
Equity Ownership
Beneficial ownership (partially diluted basis, as of proxy date):
| Holder | Beneficial Ownership | Percent of Class |
|---|---|---|
| Thomas I. Vehrs | 437,775 | <1% |
Holdings breakdown:
| Security Type | Quantity | Notes |
|---|---|---|
| Common shares | 25,000 | Direct ownership |
| Stock options (currently exercisable) | 412,775 | Multiple tranches and expirations; see Option details above |
Pledging/hedging: No pledging or hedging by Dr. Vehrs disclosed; RYES maintains a Code of Ethics requiring disclosure and oversight of conflicts, with Board oversight of risks and ethics .
Insider exercises/trades (FY 2025):
| Category | Disclosure |
|---|---|
| Exercise of compensation securities | None by any director or NEO during FY 2025 |
Governance Assessment
- Strengths: Independent director with deep technical and exploration leadership credentials; active Audit Committee member with affirmed financial literacy; attendance met >75% threshold across Board/Audit .
- Alignment: Holds equity via options and 25,000 shares; beneficial ownership <1% but options are immediately exercisable, providing upside exposure .
- Concerns/RED FLAGS: No compensation or nominating committees; compensation decisions centralized at full Board given size and lack of revenues—reduces formal oversight and performance linkage . AGM attendance was zero for directors in 2024, a potential engagement signal though no attendance policy exists .
- Related-party exposure: None disclosed for Dr. Vehrs; contrast with other directors’ external affiliations noted elsewhere in proxy (e.g., Proust/EMA/Myrmikan), but no specific transactions tied to Vehrs .
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