Joseph Carrabba
About Joseph A. Carrabba
Independent director at United States Antimony (UAMY), age 72 as of the June 6, 2025 record date, with a 40+ year career operating large-scale mining businesses. He joined UAMY’s Board in February 2024 and is deemed an independent director; he serves on all three standing Board committees and is considered “financially sophisticated” for audit oversight purposes. Previously, he was Chairman, President & CEO of Cliffs Natural Resources (formerly Cleveland-Cliffs) and President & COO of Diavik Diamond Mines.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Cliffs Natural Resources (Cleveland-Cliffs) | Chairman, President & CEO | May 2007 – Nov 2013 | Also served as President & CEO (2006–2007) and President & COO (2005–2006) |
| Diavik Diamond Mines | President & COO | 2003 – 2006 | Operational leadership at a major diamond mine |
External Roles
| Company | Exchange | Role | Status |
|---|---|---|---|
| Newmont Mining | NYSE | Director | Served or previously served |
| Timken Steel | NYSE | Director | Served or previously served |
| AECON | TSX | Director | Served or previously served |
| NioCorp | TSX | Director | Served or previously served |
Board Governance
- Independence and committees: Classified independent; member of Audit, Compensation, and Nominating & Corporate Governance Committees. Audit members (including Carrabba) are independent and “financially sophisticated.” McManus is the designated “audit committee financial expert.”
- Attendance: In 2024, each incumbent director attended at least 75% of total Board and committee meetings.
- Engagement: Board held 12 regular meetings in 2024; Audit met 4x; Compensation 3x; Nominating & Governance 2x.
| Governance Metric (FY 2024) | Value |
|---|---|
| Board meetings | 12 |
| Audit Committee meetings | 4 |
| Compensation Committee meetings | 3 |
| Nominating & Corporate Governance Committee meetings | 2 |
| Attendance threshold (each incumbent director) | ≥75% of Board/committee meetings |
| Committee | Role | Independence |
|---|---|---|
| Audit | Member; financially sophisticated | Yes |
| Compensation | Member | Yes |
| Nominating & Corporate Governance | Member | Yes |
Fixed Compensation
| Component (Director, FY 2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $108,997 |
| Stock Awards | $27,500 |
| Option Awards | $40,000 |
| Total | $176,497 |
Director fee structure (current program):
- Annual cash retainer: $65,000 per director; Chair +$70,000; Lead Director +$30,000.
- Committee retainers: Audit chair $20,000; Compensation chair $13,500; Nominating & Governance chair $13,500; Audit member $10,000; Compensation member $7,500; Nominating & Governance member $5,000.
- Meeting fees: Board meeting $2,500 per director; Audit chair $2,000 per meeting; Audit member $1,500 per meeting; Compensation/NCG chair or member $1,500 per meeting.
Performance Compensation
| Instrument | Grant timing | Units (Outstanding/Assigned) | 2024 Grant-Date Fair Value | Notes |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Q1 2024 | 83,333 RSUs (as of 5/30/24) | $27,500 (FY 2024) | Granted under 2023 Equity Incentive Plan |
| Stock Options | Q1 2024 | 250,000 options (as of 5/30/24) | $40,000 (FY 2024) | Plan requires FMV exercise price; max 10-year term; other terms per plan |
Change-in-control treatment (Plan-level, applies to director awards unless modified): Upon a Change in Control, all outstanding awards become immediately exercisable/vested with respect to 100% of covered shares (single-trigger acceleration).
Plan share pool and potential dilution: Shareholders are asked in 2025 to increase the aggregate plan limit by ~15,000,000 shares to ~23,700,000 total; available shares for new awards would rise from 284,767 to 15,284,767 as of June 6, 2025 if approved.
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict |
|---|---|
| Newmont Mining; Timken Steel; AECON; NioCorp | Disclosed as boards he “serves or has previously served.” No specific related-party transactions with UAMY disclosed. |
Expertise & Qualifications
- Mining leadership: Former Chairman/CEO of Cliffs Natural Resources; prior President & COO roles at Cliffs and Diavik Diamond Mines.
- Financial oversight: Deemed “financially sophisticated” under NYSE American standards; serves on Audit Committee (McManus is the Audit Committee Financial Expert).
- Board governance: Independent director, serving across Audit, Compensation, and Nominating & Governance committees.
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| May 30, 2024 | 41,667 | 0.0% | Director since Feb 2024 |
| June 6, 2025 | 189,400 | 0.2% | Includes 106,066 shares acquirable within 60 days (options/RSUs) |
Related-Party and Compliance
| Topic | Disclosure |
|---|---|
| Related-party transactions (since start of FY 2024) | None reported involving directors or 5% holders |
| Section 16 compliance | Company determined that Jeffrey Fink and Joseph A. Carrabba filed Forms 3 late in an earlier fiscal period (late insider reporting) |
| Clawback policy | Board-adopted clawback for executive performance-based pay upon restatement; governance signal though focused on executives |
| Equity plan CIC terms | Single-trigger acceleration for all outstanding awards upon Change in Control |
| Equity plan capacity | Proposal to raise plan capacity to ~23.7M shares total; would add ~15.0M new shares available |
Governance Assessment
-
Strengths
- Independent director with deep mining operating experience and multi-board exposure; member of all key committees and deemed financially sophisticated for audit oversight.
- Attendance threshold met (≥75% for incumbents in 2024), and active committee calendar (Audit 4x; Comp 3x; NCG 2x).
- Director compensation appears benchmarked to peers via an independent study; transparent fee structure and use of equity promotes alignment.
- Ownership increased from 41,667 (May 2024) to 189,400 (June 2025), including exercisable rights within 60 days, indicating growing “skin in the game.”
-
Watch items / Red flags
- Late Section 16 filing (Form 3) noted for Carrabba in an earlier period — a technical compliance lapse investors may flag in governance diligence.
- Equity plan includes single-trigger 100% acceleration upon a Change in Control, which some investors view as shareholder-unfriendly compared to double-trigger designs.
- 2025 proposal to expand equity plan share pool by ~15 million shares (to ~23.7 million total) elevates potential dilution; investors may scrutinize award sizing and pacing.
-
Net view
- Carrabba brings relevant mining leadership and robust committee engagement as an independent director, bolstering board effectiveness. The primary governance sensitivities relate to a prior late insider filing and single-trigger CIC equity treatment; dilution management under the expanded plan will be a continuing focus for investor confidence.