Idaho Strategic Resources, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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ITEM 11. EXECUTIVE COMPENSATION
Compensation of Officers
A summary of cash and other compensation for John Swallow, the Company’s President, CEO and Chairman of the Board, Grant Brackebusch, the Company’s CFO and Vice President, and Robert Morgan, the Company’s Vice President (together the “Named Executive Officers”), for the two most recent years is as follows:
Executive Officer Summary Compensation Table
| Name & Principal Position | Year | Salary1 ($) | Bonus ($) | Stock Awards2($) | Option Awards2($) | Nonequity Incentive Plan Compensation($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation($) | Total($) |
|---|---|---|---|---|---|---|---|---|---|
| John Swallow | 2024 | 208,500 | 32,000 | - | - | - | - | - | 240,500 |
| President, CEO, & Chairman | 2023 | 167,042 | - | - | - | - | - | - | 167,042 |
| Grant Brackebusch | 2024 | 208,500 | 32,000 | - | - | - | - | - | 240,500 |
| CFO & Vice President | 2023 | 175,375 | - | - | - | - | - | - | 175,375 |
| Robert Morgan | 2024 | 152,100 | 25,000 | - | - | - | - | - | 177,100 |
| Vice President | 2023 | 140,625 | - | - | - | - | - | - | 140,625 |
| (1) | Salary includes fees earned as Directors. |
| (2) | Stock Awards and Options Awards include fees earned as Directors. The Company has valued all Stock Awards granted at fair value as computed in accordance with FASB Accounting Standards Codification Topic 718. The compensation of the Named Executive Officers has been set by disinterested members of the Board of Directors to a level competitive with other mining companies of similar size with similar types of operations. The executive stock compensation is for services as directors. |
The Company does not have a retirement plan for its executive officers and there is no agreement, plan or arrangement that provides for payments to executive officers in connection with resignation, retirement, termination, or a change in control of the Company.
Outstanding Equity Awards at Fiscal Year-end
As of December 31, 2024, 27,000 Stock Options were vested and outstanding to directors Grant Brackebusch, John Swallow, Kevin Shiell, Richard Beaven, and Carolyn Turner.
Outstanding Equity Awards at Fiscal Year-end Table
| Name & Principal Position · Number of Securities Underlying Unexercised Options(#)Exercisable · Number of Securities Underlying Unexercised Options(#)Unexercisable · Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#) · Option Exercise Price · Option Expiration Date · Number of Shares or Units of Stock That Have Not Vested(#) · Market Value of Shares or Units of Stock that Have Not Vested($) · Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(#) · Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested($) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| John Swallow, President, CEO, & Chairman | 3,000 | (1) | - | - | $5.77 | 9/5/2025 | - | - | - | - | ||||||||||||||
| Grant Brackebusch, CFO & Vice President | 3,000 | (1) | - | - | $5.25 | 9/5/2025 | - | - | - | - | ||||||||||||||
| Kevin Shiell, Director | 3,000 | (1) | - | - | $5.25 | 9/5/2025 | - | - | - | - | ||||||||||||||
| 7,500 | (2) | - | - | $4.75 | 9/28/2025 | - | - | - | - | |||||||||||||||
| Richard Beaven, Director | 3,000 | (1) | - | - | $5.25 | 9/5/2025 | - | - | - | - | ||||||||||||||
| 7,500 | (2) | - | - | $4.75 | 9/28/2025 | - | - | - | - | |||||||||||||||
| Carolyn Turner, Director | - | - | - | $ | - | - | - | - | - | - | ||||||||||||||
| (1) | Options were granted on September 6, 2022 and 100% vested on the grant date |
| (2) | Options were granted on September 28, 2022 and 100% vested on the grant date |
Director Compensation
Director Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards($) | Option Awards($) | Nonequity Incentive Plan Compensation($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation($) | Total($) |
|---|---|---|---|---|---|---|---|---|---|
| Kevin Shiell | 2024 | 17,500 | - | - | - | - | - | - | 17,500 |
| Director | 2023 | 9,000 | - | - | - | - | - | - | 9,000 |
| Richard Beaven | 2024 | 17,500 | - | - | - | - | - | - | 17,500 |
| Director | 2023 | 9,000 | - | - | - | - | - | - | 9,000 |
| Carolyn Turner | 2024 | 17,500 | - | - | - | - | - | - | 17,500 |
| Director | 2023 | 5,000 | - | - | - | - | - | - | 5,000 |
No additional fees are paid for attendance at Board of Directors’ meetings, committee membership or committee chairmanship. On occasion, Directors are retained for consulting services unrelated to their duties as Directors. These consulting services are either paid in cash or with unregistered Common Stock according to the Company’s policy for share-based payment of services.
The Company does not have a retirement plan for its Directors and there is no agreement, plan or arrangement that provides for payments to Directors in connection with resignation, retirement, termination or a change in control of the Company.
Clawback Policy
The company maintains a Policy for the Recovery of Erroneously Awarded Compensation (“Clawback Policy”) applicable to executive compensation in the event of misconduct on the part of executive officer, including any such misconduct that results in a restatement of its financial statements. The Clawback Policy is filed with the SEC as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2024. There has been no required recovery of erroneously awarded compensation pursuant to the Clawback Policy to date.
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