Jack Keane
About Jack Keane
General John M. “Jack” Keane was appointed as an independent director of United States Antimony Corporation effective August 13, 2025, and will serve until the next annual meeting or until a successor is elected . A four-star U.S. Army general, Keane served as the Army’s chief operating officer for over four years, culminating in roles as acting Chief of Staff and Vice Chief of Staff, and completed 37 years of public service in December 2003; he holds a B.A. from Fordham University and an M.A. from Western Kentucky University . He is known for national security expertise, advising multiple administrations and defense leaders, and chairs the Institute for the Study of War; he received the Presidential Medal of Freedom in March 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Acting Chief of Staff; Vice Chief of Staff; Chief Operating Officer | 37 years of service; COO for over 4 years; completed service Dec 2003 | Directed 1.5M soldiers/civilians across 120 countries; $110B annual budget; operational leadership (101st Airborne, 18th Airborne Corps); strategic input on Iraq “surge” |
| U.S. Government (Executive/Defense) | Advisor to presidents, cabinet officials, Congress | Ongoing | Strategic counsel across national security matters; frequent overseas advisory trips |
External Roles
| Organization | Role | Tenure | Notable Influence |
|---|---|---|---|
| Institute for the Study of War | Chairman | Current | Strategic analysis on conflict; public commentary |
| Secretary of Defense Policy Board | Member | Advised four Secretaries of Defense | Policy guidance to DoD |
| Congressional Commission on the National Defense Strategy | Commissioner | 2018 and 2022 | Strategic defense recommendations |
Board Governance
- Independence: Appointed as an independent director; company press release identifies him as “Independent Director” .
- Start date: August 13, 2025 .
- Committee assignments: Not disclosed in the appointment 8-K; stated compensation “consistent with standard arrangements” . As of the latest proxy (June 2025), committees comprised: Audit (McManus—financial expert, Aguirre, Carrabba) ; Compensation (Carrabba, Aguirre, McManus) ; Nominating/Governance (Carrabba, Aguirre, McManus) .
- Board attendance baseline: Board held 12 meetings in 2024; each incumbent director attended ≥75% of meetings (pre-appointment baseline) .
- Shareholder votes (governance context): 2025 annual meeting approved reincorporation to Texas, restated equity plan, and say-on-pay; director slate elected (vote tallies below) .
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Directors (five nominees) | 19.8M–29.1M across nominees | — | 3.4M–12.7M across nominees | 35.9M |
| Reincorporate to Texas | 20,626,385 | 11,816,235 | 58,976 | 35,888,464 |
| Restated 2023 Equity Plan | 25,710,026 | 4,561,139 | 2,230,431 | 35,888,464 |
| Say-on-Pay (Advisory) | 30,545,667 | 1,715,986 | 239,943 | 35,888,464 |
Fixed Compensation
- The company’s standard director pay schedule (cash-based) per the 2025 proxy:
- Board annual retainer: $65,000
- Chairman additional retainer: $70,000
- Lead director additional retainer: $30,000
- Committee chairs: Audit $20,000; Compensation $13,500; Nominating/Governance $13,500
- Committee members: Audit $10,000; Compensation $7,500; Nominating/Governance $5,000
- Meeting fees: Board meeting $2,500 per director; Audit chair $2,000 per meeting; Audit member $1,500 per meeting; Compensation/Nominating chairs/members $1,500 per meeting
| Component | Amount (USD) |
|---|---|
| Board Annual Retainer | $65,000 |
| Chairman Additional Retainer | $70,000 |
| Lead Director Additional Retainer | $30,000 |
| Audit Chair / Member | $20,000 / $10,000 |
| Comp Chair / Member | $13,500 / $7,500 |
| Nominating Chair / Member | $13,500 / $5,000 |
| Board Meeting Fee | $2,500 per meeting |
| Audit Mtg Fee (Chair/Member) | $2,000 / $1,500 per meeting |
| Comp/Nom Mtg Fee (Chair & Member) | $1,500 per meeting |
Note: The 8-K states Keane’s compensation will be consistent with these standard arrangements, but specific role-based increments (e.g., chair roles) for Keane have not been disclosed .
Performance Compensation
- Structure: Directors receive equity under the shareholder-approved equity plan, including RSUs and stock options; the plan also permits performance shares/units though director grants disclosed were time-based RSUs/options .
- 2024 peer examples (illustrative benchmark from proxy; Keane-specific grants not yet disclosed):
| Director | RSUs (Unvested) | Options (Unexercised) |
|---|---|---|
| Gary C. Evans | 500,000 | 750,000 |
| Lloyd J. Bardswich | 333,333 | 500,000 |
| Dr. Blaise Aguirre | 166,667 | 500,000 |
| Joseph A. Carrabba | 83,333 | 250,000 |
| Michael A. McManus | 166,667 | 500,000 |
- 2024 non-employee director equity grant values (fair value at grant): Aguirre $55,000 stock awards, $80,000 options; Carrabba $27,500 stock awards, $40,000 options; McManus $55,000 stock awards, $80,000 options .
| Director | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Dr. Blaise Aguirre | $55,000 | $80,000 | $262,001 |
| Joseph A. Carrabba | $27,500 | $40,000 | $176,497 |
| Michael A. McManus | $55,000 | $80,000 | $268,000 |
- Plan terms: Equity Incentive Plan allows ISOs/NSOs, SARs, RSUs, performance shares/units, other equity and cash awards; change-in-control provisions permit acceleration and/or cash-out; 10-year award cap (equity grants through 2035 under the restated plan) .
Other Directorships & Interlocks
- Public company board service: Not disclosed in appointment filing .
- Government/Think Tank roles: Chairman, Institute for the Study of War; member, Secretary of Defense Policy Board; Commissioner on National Defense Strategy Commissions (2018, 2022) .
- Potential interlocks: USAC has emphasized alignment with U.S. military supply chains in public communications; the company press materials reference pursuing Defense Logistics Agency (DLA) contracts in the antimony supply chain context (third-party press mentions USAC’s DLA IDIQ framework) . Note: No related-party transactions involving Keane were reported under Item 404(a) at appointment .
Expertise & Qualifications
- National security and defense logistics expertise; operational leadership of large-scale organizations with complex supply chains (Army COO; global footprint; $110B budget) .
- Strategic advisory to federal leadership; recognized policy authority; broad media and public engagement .
- Education: B.A. Fordham University; M.A. Western Kentucky University; graduate of Army War College and Command & General Staff College .
Equity Ownership
- Beneficial ownership: As of the June 6, 2025 record date, directors and officers’ beneficial ownership was disclosed; Keane was appointed after the record date and is not listed in the table .
- Appointment filing: No share ownership or equity grant details for Keane were disclosed at appointment .
Governance Assessment
- Board effectiveness: Keane’s defense and strategic sourcing experience is directly relevant to USAC’s critical mineral strategy and anticipated engagement with U.S. defense supply chains . His independence status supports board oversight .
- Compensation alignment: Director pay mixes cash retainers/meeting fees with annual equity grants; equity aligns directors with shareholder outcomes; specific grants for Keane pending disclosure .
- Conflicts/related party: Appointment 8-K states no transactions requiring related-party disclosure; standard director compensation applies . However, optics of concurrent service on defense advisory bodies merit ongoing monitoring of procurement integrity policies where USAC pursues DoD/DLA work (contextual press mentions of DLA IDIQ) .
- Shareholder confidence signals: 2025 shareholders approved reincorporation to Texas and equity plan; strong say-on-pay support (30.5M “For”) indicates general support for compensation governance .
RED FLAGS to monitor
- Procurement conflict risk: Continued advisory roles to DoD alongside USAC’s pursuit of defense contracts warrant compliance vigilance (no conflicts disclosed at appointment; monitor future filings) .
- Committee workload/attendance: Keane’s extensive external commitments and national advisory presence could impact availability; committee assignments and attendance should be tracked in future proxies .
- Litigation forum/derivative thresholds (Texas reincorporation context): Exclusive forum and derivative suit ownership thresholds adopted post-reincorporation may affect shareholder recourse; governance perception risk (company-level change, not director-specific) .