Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2021, Hycroft Mining Holding Corporation (the "Company")
announced the appointment of John (Jack) William Henris, 57, as Executive Vice
President and Chief Operating Officer, effective January 11, 2021.
Mr. Henris has over 35 years of experience in the gold and silver mining
industry. Prior to joining the Company, Mr. Henris served since December 2019 as
a Senior Consultant at Stantec Consulting Services where he managed the
technical and professional services (including mine planning, engineering
support, cost estimating, scheduling and cost control services) required for the
development of surface and underground mining studies. Prior to that, from April
2019 to September 2019, he was General Manager of McEwen Mining, Inc., a
Canadian gold and silver mining company (NYSE: MUX), where he was responsible
for all operations at the Gold Bar Mine. Prior to McEwen Mining, Mr. Henris was
the Vice President of Mining - Geotechnical at Goldcorp, Inc. (NYSE: GG; TSX: G)
from December 2017 to April 2019. From April 2013 until September 2017, Mr.
Henris was the General Manager at two operations for Newmont Mining Company
(NYSE: NEM; TSX: NGT). At Newmont, he was responsible for surface and
underground mines, processing facilities, including roasting, flotation and
oxide milling and heap leachpads. Mr. Henris has a Bachelor of Science in
Geological Engineering from the South Dakota School of Mines and Technology.
The Company entered into an employment agreement dated as of January 11, 2021
(the "Employment Agreement") with Mr. Henris which provides for a three-year
term as Executive Vice President and Chief Operating Officer, following which he
shall be deemed to be an at-will employee during the continuation of his
employment by the Company. Under the terms of the Employment Agreement, Mr.
Henris is entitled to an annual base salary of $350,000, an annual cash
incentive bonus initially set at 60% of his annual base salary at target, and an
initial long-term equity incentive award having a value of $250,000. The initial
long-term equity incentive will be granted on the effective date of his
employment, January 11, 2021, will be in the form of restricted stock units
("RSUs") and will consist of that number of RSUs determined by dividing $250,000
by the closing stock price of the Company's Common Stock on the effective date
of grant. Such RSUs will vest on the fourth anniversary of the date of grant,
subject to Mr. Henris' continued employment by the Company through the vesting
date and subject to any provisions of the grant relating to retirement,
disability, change of control and other matters. Mr. Henris will also be
eligible to participate in equity-based compensation plans, initially targeted
at 150% of his base salary, with such equity awards to be in the form as is
determined by the Compensation Committee of the Company's Board for senior
officers.
The foregoing description of the Employment Agreement and the RSUs do not
purport to be complete and is qualified in its entirety by reference to the full
text of the Employment Agreement and the Form of Initial Restricted Stock Unit
Agreement (Time Vesting), which are attached to this Current Report on Form 8-K
as Exhibit 10.1 and 10.2, respectively, and are incorporated by reference
herein.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release announcing Mr. Henris' appointment described
above. A copy of the press release is attached to this Current Report on Form
8-K as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth herein and in the press release is deemed to be "furnished" and shall not
be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The list of exhibits is set forth on the Exhibit Index of this Current Report on
Form 8-K and is incorporated herein by reference.
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