Gary C. Evans
About Gary C. Evans
Gary C. Evans, age 68, is Chairman and Chief Executive Officer of United States Antimony Corporation (UAMY). He joined the Board in November 2022, became Chairman in July 2023, served as Co‑CEO from March–November 2024, and has been Chairman and CEO since December 2024 . Pay-versus-performance data shows PEO compensation actually paid of $2,498,740 in 2024 alongside a TSR value of $340.38 for a hypothetical $100 investment and reported net loss of $1,730,404; 2023 figures were $151,636, $48.08, and a net loss of $6,348,287; 2022 figures were $111,250, $94.23, and net income of $428,661 . Evans’ background includes founding and leading multiple energy businesses and extensive capital markets experience .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magnum Hunter Resources Inc. (MHRI) | Founder, Chairman & CEO | ~20 years until sale in Jun 2005 | Sold to Cimarex Energy for ~$2.2B; assets now part of Coterra Energy |
| Eureka Hunter Holdings, LLC | Founder & CEO | ~7 years (concurrent with MHRI period) | Built ~200 miles of pipeline; managed >1 Bcf/d gas transport in WV and OH |
| GreenHunter Energy, Inc. | Founder, Chairman & CEO | Dec 2006–May 2016 | Built water management platform focused on Marcellus/Utica; assets sold to PE fund |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Evergreen Sustainable Enterprises, Inc. | Chairman & CEO | Current | “Green” bitcoin mining using hydroelectric power in Costa Rica |
| Novavax, Inc. (NVAX) | Independent Director; previously Chairman, CEO, Lead Director | 24 years (historical) | NVAX reached >$20B market cap during pandemic; commercialization milestones cited |
| SMU Maguire Energy Institute | Board Member | Current | Periodic lecturing; industry speaking engagements |
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Base Salary | $0 | $0 |
| Board Service Fees (included in “All Other”) | $150,612 | $167,084 |
| Health Insurance (included in “All Other”) | N/D | $6,656 |
| Total Compensation (SCT) | $150,612 | $658,740 |
Notes:
- “All Other Compensation” for 2024 comprises Board fees of $167,084 and health insurance costs of $6,656 .
- Compensation is approved by the independent Compensation Committee using peer data and an independent consultant .
Performance Compensation
| Incentive Element | 2023 | 2024 | Vesting / Performance Metrics |
|---|---|---|---|
| Cash Bonus | $0 | $200,000 | Specific performance metrics not disclosed |
| Stock Awards (RSUs/Stock) | $0 | $165,000 | Grant timing typically year-end; performance criteria set by Committee; specific metrics N/D |
| Option Awards | $0 | $120,000 | Options subject to standard plan terms; timing reviewed to avoid MNPI proximity |
Outstanding equity as of Dec 31, 2024:
| Award Type | Quantity | Exercise/Strike | Expiration | Unvested Units | Unvested Value |
|---|---|---|---|---|---|
| Stock Options (unexercisable) | 750,000 | $0.22 | 03/01/2027 | — | — |
| Stock Awards (unvested) | — | — | — | 500,000 | $885,000 |
Equity award governance:
- Change-in-control under the Amended & Restated 2023 Equity Incentive Plan provides immediate 100% vesting for all outstanding awards (single-trigger) .
- Committee may accelerate vesting and may cash-out or cancel awards in a CIC scenario; options at/above deal price may be canceled without consideration .
- Adjustment mechanics for recapitalizations and corporate actions; 409A/16b-3 preserved .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common Shares Beneficially Owned | 2,028,818 |
| Ownership as % of Common | 1.7% |
| Percent of Voting Stock | 1.7% |
Additional alignment and policy context:
- Insider Trading Policy adopted; however the Company states it does not have practices or policies regarding hedging or offsetting decreases in market value of registrant equity securities (i.e., no anti‑hedging policy) .
- No pledging disclosures identified in the proxy; stock ownership guidelines not disclosed .
Employment Terms
| Provision | Status / Terms |
|---|---|
| Employment Contract | None for NEOs, including CEO |
| Severance Agreement | None |
| Change-in-Control Agreement | None (company states no CIC agreements) |
| Equity Plan CIC Treatment | Single-trigger immediate 100% vesting for all outstanding awards |
| Clawback (Company-wide) | Restatement-based recoupment of performance-based cash/equity to recover excess compensation |
| Clawback (Plan-level) | Plan allows cancellation/recoupment per Clawback Policy; forfeiture for Cause, breach of non‑compete/non‑solicit, failure to meet performance conditions |
| Non‑Compete / Non‑Solicit | Enforceable as forfeiture events under Award Agreements/Plan terms |
Board Governance and Service
- Dual role: Evans is both Chairman and CEO; Board evaluated and determined combined leadership is appropriate given company context . Independence mitigants include fully independent Audit, Compensation, and Nominating & Governance Committees .
- Committee membership (all independent): Audit—McManus (financial expert), Aguirre, Carrabba ; Compensation—Carrabba, Aguirre, McManus ; Nominating & Governance—Carrabba, Aguirre, McManus .
- Board activity: 12 regular meetings in 2024; each incumbent director attended ≥75% of board and committee meetings; Evans attended the 2024 annual meeting .
- Director compensation framework includes retainers and meeting fees (below); Evans’ board fees were reflected within his “All Other Compensation” in 2024 .
Director Compensation Framework (Non‑Employee Directors)
| Component | Amount |
|---|---|
| Annual Board Retainer (member) | $65,000 |
| Additional Annual Retainer – Chairman | $70,000 |
| Additional Annual Retainer – Lead Director | $30,000 |
| Committee Chair Retainers (Audit / Compensation / N&G) | $20,000 / $13,500 / $13,500 |
| Committee Member Retainers (Audit / Compensation / N&G) | $10,000 / $7,500 / $5,000 |
| Board Meeting Fee | $2,500 per meeting |
| Audit Committee Meeting Fees (Chair / Member) | $2,000 / $1,500 |
| Compensation & N&G Meeting Fees (Chair & Member) | $1,500 |
Company Pay Versus Performance (Context for PEO)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO SCT Total Compensation ($) | $111,250 | $151,636 | $658,740 |
| Compensation Actually Paid to PEO ($) | $111,250 | $151,636 | $2,498,740 |
| Average SCT Total for Other NEOs ($) | $102,875 | $112,365 | $420,998 |
| Average Compensation Actually Paid to Other NEOs ($) | $102,875 | $112,365 | $1,428,108 |
| TSR – Value of $100 Investment ($) | $94.23 | $48.08 | $340.38 |
| Net Income (Loss) ($) | $428,661 | ($6,348,287) | ($1,730,404) |
Execution Record and Qualifications
- Serial entrepreneur and “transformational leader”; raised >$8B in various forms of capital; led MHRI and multiple energy ventures; extensive midstream infrastructure execution .
- Recognitions include EY Entrepreneur of the Year (2004, Energy, Southwest) and multiple industry awards (2013) .
Related Policies and Plan Features
- Amended & Restated 2023 Equity Incentive Plan: permits performance shares/units, other equity-based awards, cash awards; broad adjustment and CIC acceleration mechanics; successor binding obligations .
- Governance: Board and committees oversee operational, financial, legal, cybersecurity, and compensation risks; Audit Committee charter and financial expert designation .
Risk Indicators & Red Flags
- Single‑trigger CIC acceleration of all awards (100% immediate vesting), increasing potential for windfall payouts in a transaction without a termination condition .
- No anti‑hedging policy disclosed (Company states it does not have hedging practices/policies), weakening alignment safeguards against downside hedging .
- Dual role CEO/Chairman may raise independence concerns; mitigated by fully independent key committees .
- No employment contracts or severance agreements; retention relies on at‑risk equity and committee discretion rather than contractual protections .
Compensation Structure Analysis
- 2024 pay mix shifted heavily toward equity and discretionary cash bonus after no salary, suggesting emphasis on equity-linked incentives and near-term cash payout despite net loss; equity award fair value totaled $285,000 (stock + options) in SCT with additional fair value adjustments in “comp actually paid” under SEC rules .
- Committee references peer data and independent consultant, but specific peer group composition and target percentiles are not disclosed .
- Equity grants show substantial unvested stock value ($885,000) and sizeable unexercisable options (750,000 @ $0.22 expiring 2027), which could create event‑driven selling pressure upon vesting or post‑CIC acceleration .
Equity Ownership & Incentive Pressure Indicators
- Beneficial ownership of 2,028,818 shares (1.7% of common and voting stock) aligns Evans with shareholder outcomes .
- Material unvested RSU value ($885,000) and outstanding options (750,000 unexercisable, $0.22 strike, expiring 03/01/2027) concentrate incentives around milestone/catalyst timing and share price trajectory .
- No explicit prohibition on hedging disclosed, which may permit downside‑hedging strategies, diluting alignment .
Board Service History, Committees, and Dual‑Role Implications
- Board service: Director since Nov 2022; Chairman since Jul 2023; CEO since Dec 2024 .
- Committees: Audit, Compensation, and Nominating & Governance Committees are fully independent; Audit Committee chaired by a financial expert (McManus), though chair titles for committees are not explicitly named in the proxy .
- Attendance: Board held 12 regular meetings in 2024; all incumbent directors met ≥75% attendance thresholds .
- Dual‑role implications: Combined CEO/Chair structure affirmed by the Board for efficiency and risk oversight; independence addressed through committee structure and charters .
Investment Implications
- Alignment vs protections: Evans’ equity‑heavy mix and 1.7% ownership support alignment, but absence of employment/severance contracts shifts retention leverage to equity and board discretion; single‑trigger CIC acceleration inflates transaction sensitivity and potential windfalls .
- Governance risk/mitigants: Dual CEO/Chair role raises independence concerns; mitigated by fully independent key committees and an Audit Committee financial expert; however, no anti‑hedging policy is a notable governance gap that can weaken long‑term alignment .
- Trading signals: Significant unvested stock value and option overhang (750k unexercisable @ $0.22, expiring 2027) create potential timing signals around vesting events and corporate actions; CIC features imply heightened optionality around strategic transactions .
- Performance context: 2024 compensation actually paid rose sharply amid improved TSR versus 2023 but still negative net income, highlighting sensitivity of equity valuations embedded in pay metrics and the importance of execution to convert operational progress into sustainable profitability .