Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
End of December 2018 Salary Reductions
On December 5, 2019, the Compensation Committee (the Committee) of the Board of Directors (the Board) of General Moly, Inc. (the Company) approved a change in the base salaries of Bruce D. Hansen, the Companys Chief Executive Officer, Robert I. Pennington, the Companys Chief Operating Officer and R. Scott Roswell, the Companys Chief Legal Officer. The change reduces by 50% the prior reductions to base salaries for Messrs. Hansen, Pennington and Roswell from the November 2018 salary reduction program that have been in effect since December 1, 2018. The remaining portion of the previous temporary salary reductions to Messrs. Hansen and Pennington announced effective January 16, 2016, by the Board remain in effect.
The changes are conditional upon the closing of the Securities Purchase Agreement with a subsidiary of Amer International Group Co., Ltd. (which closed on December 9, 2019) and the completion of the Companys current exchange offer for its Convertible Senior Promissory Notes due 2019 and Senior Promissory Notes due 2019 (which is scheduled to expire on December 26, 2019). Once the conditions are satisfied and the increases become effective, the base salaries for Messrs. Hansen, Pennington and Roswell will be as set forth below:
Name
|
|
Percentage Reduction
|
|
New Base Salary
|
|
Bruce D. Hansen
|
|
20
|
%
|
$
|
330,000
|
|
Robert I. Pennington
|
|
10
|
%
|
$
|
213,840
|
|
R. Scott Roswell
|
|
2.5
|
%
|
$
|
248,944
|
|
The previous Employment Agreement Amendments from the 2018 Salary Reduction program provide that the reduced base salary shall not be used for purposes of calculating any severance payments due to any executive under his employment agreement. Instead, the executives severance payment, if any, would be determined by reference to his base salary as in effect prior to all temporary reductions.
The base salary for Amanda Corrion, the Companys Controller and Principal Accounting Officer, was not subject to the temporary salary reductions and remains $155,000.
Approval of New Retention Grants
On December 5, 2019, the Compensation Committee approved restricted stock unit (RSU) grants in the amounts listed below for Messrs. Hansen, Pennington and Roswell and Ms. Corrion, provided that such officers remain with the Company through the earliest to occur of a financing plan for the Mt. Hope Project approved by the Board, a strategic financing alternative; or June 30, 2020 (the Vesting Date):
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Name
|
|
RSUs
|
|
Bruce D. Hansen
|
|
550,000
|
|
Robert I. Pennington
|
|
450,000
|
|
R. Scott Roswell
|
|
400,000
|
|
Amanda Corrion
|
|
240,000
|
|
The grants are conditional upon the closing of the Securities Purchase Agreement with a subsidiary of Amer International Group Co., Ltd. (which closed on December 9, 2019) and the completion of the Companys current exchange offer for its Convertible Senior Promissory Notes due 2019 and Senior Promissory Notes due 2019 (which is scheduled to expire on December 26, 2019).
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