Lloyd Bardswich
About Lloyd Bardswich
Lloyd Joseph Bardswich is Executive Vice President, Chief Mining Officer, and a Director at United States Antimony Corporation (USAC); age 80 as of June 6, 2025 . He holds a B.A.Sc. in Civil Engineering (University of Windsor) and an M.Eng. in Mining (McGill University); he is licensed as a Professional Engineer in Arizona and Ontario and serves as a Qualified Person (QP) under SEC S-K 1300 . He has conducted multiple site visits for USAC since February 2021 and led the professional start‑up of the BRZ exploration drilling program . Company-level performance context: the value of a hypothetical $100 investment rose to $340.38 in 2024 from $48.08 in 2023, while net loss was $1,730,404 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United States Antimony Corporation (USAC) | Executive Vice President, Chief Mining Officer & Director | 2021–present (site visits since Feb 2021) | QP responsible for mining methods, process/recovery, infrastructure; ensured professional start-up of BRZ drilling |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Self-employed mining consultant | Mining consultant (40% of business time) | 2025 | Authored QP sections of BRZ Technical Report Summary; 50 years experience; PE/P.Eng registrations; CIM life member |
| GeoGRAFX Consulting-led TRS team | QP contributor (mining topics) | Effective date March 31, 2025 | Report sections: 13–15, 22.9–22.11; S-K 1300 compliance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $0 | $12,692 (December 2024 EVP salary) |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus ($) | $0 | $100,000 |
| Stock Awards ($) | $0 | $110,000 |
| Option Awards ($) | $0 | $80,000 |
| All Other Compensation ($) | $95,460 (Board fees) | $89,167 (Board fees) |
| Total ($) | $95,460 | $391,859 |
- Compensation approved by independent Compensation Committee using peer data and an external consultant; primary components are salary, bonus, and equity awards .
Performance Compensation
| Instrument | Grant/Exercise Price | Expiration | Status | Quantity | Value |
|---|---|---|---|---|---|
| Stock Options | $0.22 | 3/1/2027 | Unexercisable | 500,000 | — |
| Unvested Stock/Units | — | — | Not vested | 333,333 | $589,999 |
- Equity award timing: grants are approved at start of employment and year-end; committee avoids timing near disclosure of material nonpublic information; no options were awarded near such filings in 2024 .
- Plan mechanics: minimum one‑year vesting for options/SARs unless otherwise provided; committee may accelerate vesting; performance share awards can be tied to Committee-selected goals and periods .
- Change-in-control: all outstanding awards become immediately exercisable/vested with 100% of shares/equity/cash; underwater options/SARs may be canceled without consideration .
Equity Ownership & Alignment
| Shares Beneficially Owned | % of Class | % of Voting Stock |
|---|---|---|
| 789,324 | 0.7% | 0.7% |
- Ownership calculations based on 119,101,497 common shares and 177,904 Series C preferred shares outstanding (voting basis includes common plus Series C) .
- Hedging/pledging: the Company discloses it does not have practices or policies regarding hedging or offsetting decreases in market value of registrant equity securities .
- Clawback: performance-based cash and equity are subject to recoupment upon a material financial restatement; plan-level clawback language applies to equity awards .
Employment Terms
| Provision | Status | Notes |
|---|---|---|
| Employment contract | None | Company states it does not have employment contracts with NEOs |
| Severance agreement | None | No separation/severance agreements |
| Change-of-control agreement | None | No CIC agreements; but plan provides award acceleration |
| Clawback policy | Adopted | Applies to performance-based pay upon restatement |
| Non-compete/Non-solicit | Plan-level forfeiture triggers | Awards may be forfeited for breach of restrictive covenants/non-compete/non-solicit if specified in award agreements |
| Auto-renewal | Not disclosed | — |
Board Governance
- Board service: Director; not counted among independent directors (independent directors are Dr. Blaise Aguirre, Joseph A. Carrabba, Michael A. McManus) .
- Committee roles: Audit Committee (McManus, Aguirre, Carrabba), Compensation Committee (Carrabba, Aguirre, McManus), Nominating & Corporate Governance (Carrabba, Aguirre, McManus); Bardswich is not listed as a member of these committees .
- Board activity: 12 regular Board meetings in 2024; each incumbent director attended at least 75% of their Board/committee meetings; Bardswich attended the 2024 annual meeting .
Performance & Track Record
- Execution credentials: 50 years of mining/heavy civil experience across U.S., Canada, Europe, Africa; licensure and professional memberships (PE Arizona #60891; P.Eng Ontario #2357010; CIM life member #89744) .
- USAC QP responsibilities: mining methods, process/recovery, infrastructure sections for BRZ S‑K 1300 TRS; multiple site visits since Feb 2021; role in professional start-up of exploration drilling .
- Company performance backdrop: TSR improved in 2024 (value of $100 investment = $340.38) vs 2023 ($48.08); net loss of ($1,730,404) in 2024 vs ($6,348,287) in 2023 .
Director Compensation
- Bardswich’s Board fees were included in “All Other Compensation”: $89,167 in 2024; $95,460 in 2023 .
- Non-employee director fee schedule (context): retainer/meeting fees and committee retainers set by independent study; e.g., $65,000 Board retainer; $2,500 per Board meeting; committee retainers and meeting fees per charter; Chairman +$70,000; Lead Director +$30,000 .
Compensation Structure Analysis
- YOY shift: 2024 introduced cash salary (Dec), $100,000 cash bonus, and meaningful equity ($110,000 stock awards; $80,000 options) versus 2023’s Board fees only—raising at‑risk, equity‑linked pay exposure in 2024 .
- Equity mix: combination of RSUs/unvested stock units (333,333 units, $589,999 value at 12/31/2024) and unexercisable options (500,000 @ $0.22 through 3/1/2027), suggesting multi‑year alignment with share price and vesting milestones .
- Governance checks: clawback in place; no CIC/severance agreements—limiting “guaranteed” payouts; award acceleration upon CIC may create short‑term liquidation pressure but also aligns holders to participate in transaction value .
Investment Implications
- Alignment: 0.7% beneficial ownership and sizable unvested equity/option exposure tie personal outcomes to share appreciation and vesting, with clawback discipline; absence of hedging policy is a governance gap investors should monitor .
- Retention risk: advanced age (80) and no employment/severance/CIC agreements could increase transition risk; however, deep domain expertise and QP responsibilities reinforce execution capacity in mining operations .
- Dual-role oversight: as a non‑independent executive director, committee independence (Audit/Comp/Nominating staffed by independents) mitigates some governance concerns; still monitor board/committee dynamics and say‑on‑pay outcomes at the upcoming advisory vote .
- Event sensitivity: full award acceleration on change‑in‑control can be a near‑term selling pressure catalyst if a transaction emerges; options at $0.22 and unvested units concentrate incentives on enterprise value realization .