UNITED STATES ANTIMONY CORP
For the period ended Dec 31, 2024. Filed Mar 20, 2025.
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FY2024 · Filed Mar 20, 2025
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ITEM 11. EXECUTIVE COMPENSATION
This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. We comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for the last two completed fiscal years for our principal executive officer during the year ended December 31, 2024, the two most highly compensated executive officers other than our principal executive officer who were serving as executive officers as of December 31, 2024 and whose total compensation for 2024 exceeded $100,000, and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer as of December 31, 2024. These officers are referred to as our named executive officers.
In 2024, our “named executive officers” and their positions were as follows:
| · | Gary C. Evans, CEO and Chairman (PEO); |
| · | Lloyd Joseph Bardswich, EVP, Chief Mining Engineer and Director; |
| · | Richard R. Isaak, SVP, Chief Financial Officer (PFO); and, |
| · | John C. Gustavsen, President of Antimony Division. |
Summary Compensation Table
The following table provides information related to compensation of our named executive officers:
| Stock · Option · All Other | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position · Year · Salary ($) · Bonus ($) · Awards ($) · Awards ($) · Compensation ($) · Total ($) | |||||||||||
| Gary C. Evans, Chairman and CEO (1) | 2024 | $ | - | $200,000 | $165,000 | $120,000 | $173,740 | $658,740 | |||
| Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director (2) | 2024 | $12,692 | $100,000 | $110,000 | $80,000 | $89,167 | $391,859 | ||||
| Richard R. Isaak, SVP, Chief Financial Officer (3) | 2024 | $174,635 | $150,000 | $44,000 | $64,000 | $9,856 | $442,491 | ||||
| 2023 | $107,692 | $ | - | $ | - | $ | - | $1,958 | $109,650 | ||
| John C. Gustavsen, President of Antimony Division (3) | 2024 | $171,538 | $100,000 | $66,000 | $80,000 | $11,105 | $428,643 | ||||
| 2023 | $140,994 | $ | - | $ | - | $ | - | $10,642 | $151,636 | ||
| (1) | All other compensation represents fees paid for board service ($167,084) and health insurance costs paid by the Company ($6,656). |
| (2) | Salary earned as EVP, Chief Mining Engineer was for the month of December 2024. All other compensation represents fees paid for board service. |
| (3) | All other compensation represents health insurance costs paid by the Company. |
Compensation for all executive officers, except for the CEO position, is recommended to the compensation committee of the Board by the CEO. The compensation committee makes a recommendation for the compensation of the CEO. The compensation committee has identified a peer group of companies to aid in reviewing the CEO’s compensation recommendations for executives, and for reviewing the compensation of the CEO. The full Board approves the compensation amounts recommended by the compensation committee. The material compensation components of named executive officers include salary, bonus, and equity awards.
The following table provides information related to outstanding equity awards of our named executive officers as of December 31, 2024:
| Name and Principal Position | Number of Securities UnderlyingUnexercisedOptions (#)unexercisable | Option ExercisePrice ($) | Option ExpirationDate | Number of Sharesor Units of Stock thathave not Vested (#) | Value of Shares orUnits of Stockthat have notVested ($) |
|---|---|---|---|---|---|
| Gary C. Evans, Chairman and CEO | 750,000 | $0.22 | 3/1/2027 | 500,000 | $885,000 |
| Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director | 500,000 | $0.22 | 3/1/2027 | 333,333 | $589,999 |
| Richard R. Isaak, SVP, Chief Financial Officer | 400,000 | $0.22 | 3/1/2027 | 133,333 | $235,999 |
| John C. Gustavsen, President of Antimony Division | 500,000 | $0.22 | 3/1/2027 | 200,000 | $354,000 |
Equity Award Timing
The Board and compensation committee are responsible for approving stock grants for executive officers. Stock awards are typically granted at the start of employment with the Company and around the end of the calendar year. The purpose of these stock grants is to set performance expectations for the executive officer over the next several years for the financial and operational success of the Company, thereby advancing the Company’s interests and the interests of the Company’s shareholders. One of the Board and Compensation Committee’s considerations when approving stock grants is reviewing the timing of the grant in relation to potential upcoming events, especially if the potential event involves material nonpublic information. The intention of the Board and compensation committee is to avoid having disclosure of material nonpublic information affect the value of the stock grant. During the year ended December 31, 2024, stock options were not awarded to a named executive officer in close proximity to a filing with the Securities and Exchange Commission that disclosed material nonpublic information.
Insider Trading Policy
The Company has adopted an Insider Trading Policy that applies to all our directors, officers and employees. We believe our Insider Trading Policy is reasonably designed to deter wrongdoing and promote honest and ethical conduct, to comply with applicable laws, and to provide accountability for adherence to the policy. Our Insider Trading Policy is included in Exhibit 19 to this Annual Report and is also available on our web site atwww.usantimony.com.
Compensation of Directors
The following table provides information related to compensation of our directors for the year ended December 31, 2024:
| Name | Fees Earned orpaid inCash ($) | StockAwards ($) | OptionAwards ($) | Total ($) |
|---|---|---|---|---|
| Gary C. Evans, Chairman and CEO | $167,084 | $165,000 | $120,000 | $452,084 |
| Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director | $89,167 | $110,000 | $80,000 | $279,167 |
| Dr. Blaise Aguirre, Director | $127,001 | $55,000 | $80,000 | $262,001 |
| Joseph A. Carrabba, Director | $108,997 | $27,500 | $40,000 | $176,497 |
| Michael A. McManus, Director | $133,000 | $55,000 | $80,000 | $268,000 |
The fees earned by our directors follow the results of a study prepared an independent firm using peer data, among other things, to determine market pay for our directors and can be calculated as follows: $65,000 annual retainer for each Board member, $70,000 additional annual retainer for the chairman, $30,000 additional annual retainer for the lead director, which the Board does not have at this time, $20,000, $13,500, and $13,500 additional annual retainers for the chairs of the audit, compensation, and nominating and governance committees, respectively, $10,000, $7,500, and $5,000 additional annual retainer for each member of the audit, compensation, and nominating and governance committees, respectively, $2,500 for each Board member for attending each Board meeting, $2,000 for the audit committee chair for attending each audit committee meeting, $1,500 for each audit committee member for attending each audit committee meeting, and $1,500 for each compensation and nominating and governance committee chair and member for attending each compensation and nominating and governance committee meeting.
Restricted stock and stock options are granted to our directors as a means of developing a sense of proprietorship and personal involvement in our development and financial success and encouraging them to devote their best efforts to our business, thereby advancing our interests and the interests of our shareholders. These grants typically vest over three years to aid with board service longevity.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.