CEO Diane Garrett was paid $1,670,806 in fiscal year 2025, ↑ up 13.7% from fiscal year 2024 (SEC filing 0001493152-26-012717 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,670,806 ↑ Diane Garrett total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 92.12% Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Diane Garrett | $600,000 | $735,000 | $313,000 | $0 | $0 | $0 | $22,806 | $1,670,806 |
| President and Chief Executive Officer | ||||||||
| Stanton Rideout | 425,000 | 422,025 | 156,000 | 0 | 0 | 0 | 22,806 | 1,026,331 |
| Executive Vice President & Chief Financial Officer | ||||||||
| Rebecca Jennings | 315,000 | 222,075 | 125,200 | 0 | 0 | 0 | 22,806 | 685,081 |
| Senior Vice President, General Counsel & Corporate Secretary | ||||||||
| David Thomas | 300,000 | 211,500 | 125,200 | 0 | 0 | 0 | 22,806 | 659,506 |
| Senior Vice President, Operations & General Manager | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Diane Garrett | $1,670,806 | $1,469,464 | $1,586,412 | ↑ +201,342 |
| Stanton Rideout | 1,026,331 | 1,007,063 | 979,314 | ↑ +19,268 |
| Rebecca Jennings | 685,081 | 671,044 | — | ↑ +14,037 |
| David Thomas | 659,506 | 651,933 | — | ↑ +7,573 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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This is the complete answer, not a partial one — the list is never padded.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| David C. Naccarati | Independent Director | $154,625 |
| Marni Wiehofer | Independent Director | $148,750 |
| Michael J. Harrison | Independent Director | $142,500 |
| Sean D. Goodman | Independent Director | $145,250 |
| Stephen A. Lang | Former director (through FY2025) | $156,313 |
| Thomas S. Weng | Independent Director | $219,173 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Diane Garrett | RSU | 100,000 | — | $2,377,000 |
| Stanton Rideout | RSU | 50,000 | — | 1,188,500 |
| Diane Garrett | RSU | 40,200 | — | 955,554 |
| Rebecca Jennings | RSU | 40,000 | — | 950,800 |
| David Thomas | RSU | 40,000 | — | 950,800 |
| Stanton Rideout | RSU | 33,500 | — | 796,295 |
| Rebecca Jennings | RSU | 26,800 | — | 637,036 |
| Rebecca Jennings | RSU | 13,334 | — | 316,949 |
| Diane Garrett | RSU | 33,334 | — | 792,349 |
| Rebecca Jennings | RSU | 30,000 | — | 713,100 |
| David Thomas | RSU | 26,800 | — | 637,036 |
| Stanton Rideout | RSU | 16,667 | — | 396,175 |
| David Thomas | RSU | 7,667 | — | 182,245 |
Our compensation policies and philosophies are designed to help align compensation with our business objectives and the creation of stockholder value, while enabling us to attract, motivate, and retain individuals who contribute to the Company’s long-term success. The Compensation Committee believes the executive compensation program must be competitive to attract and retain our executive officers, linking a significant portion of cash compensation to performance objectives and providing a portion of compensation as long-term incentive compensation in the form of equity awards.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-05-23 | 6,524,716 | 558,503 | 163,628 | 92.12% | Passed |
| 2023 | 2023-05-24 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2024 | 2024-05-23 | 92.12%a |
| 2023 | 2023-05-24 | —b |
a. Approved under the standard stated in the filing — “Abstentions will not affect this proposal, assuming that a quorum is present.”.
b. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Thomas S. WengIndependent · Audit · Compensation · ESG | $99,173 | $120,000 | $0 | — | $0 | $219,173 |
| Stephen A. LangIndependent · Compensation · Nominating/Governance · Safety and Technical · Audit (Chair) · Not standing for re-election · Departed during FY | 81,313 | 75,000 | 0 | — | 0 | 156,313 |
| David C. NaccaratiIndependent · ESG (Chair) · Safety and Technical | 79,625 | 75,000 | 0 | — | 0 | 154,625 |
| Marni WiehoferIndependent | 73,750 | 75,000 | 0 | — | 0 | 148,750 |
| Sean D. GoodmanIndependent · Audit · Compensation · Nominating/Governance | 70,250 | 75,000 | 0 | — | 0 | 145,250 |
| Michael J. HarrisonIndependent · Safety and Technical · Nominating/Governance · Compensation | 67,500 | 75,000 | 0 | — | 0 | 142,500 |
| Diane R. Garrett, Ph.DEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $60,000 |
|---|---|
| Annual equity retainer | $120,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 14,000 / 12,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $471,611 |
| Equity awards (grant-date value) | $495,000 |
| All other compensation | $0 |
| Total cost of the board | $966,611 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Hycroft Mining Holding | 2025 | Diane Garrett | $600,000 | $313,000 | $0 | $0 | $1,670,806 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Diane Garrett | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Executive Compensation”. As printed: 1,670,806. Filing ↗machine: span 381561–381570 |
| 2 | Section 01, Stanton Rideout | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Executive Compensation”. As printed: 1,026,331. Filing ↗machine: span 383519–383528 |
| 3 | Section 01, Rebecca Jennings | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Executive Compensation”. As printed: 685,081. Filing ↗machine: span 385483–385490 |
| 4 | Section 01, David Thomas | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Executive Compensation”. As printed: 659,506. Filing ↗machine: span 387450–387457 |
| 5 | Section 08, Thomas S. Weng | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Director Compensation”. As printed: 219,173. Filing ↗machine: span 326314–326321 |
| 6 | Section 08, Stephen A. Lang | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Director Compensation”. As printed: 156,313. Filing ↗machine: span 324308–324315 |
| 7 | Section 08, David C. Naccarati | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Director Compensation”. As printed: 154,625. Filing ↗machine: span 324868–324875 |
| 8 | Section 08, Marni Wiehofer | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Director Compensation”. As printed: 148,750. Filing ↗machine: span 326891–326898 |
| 9 | Section 08, Sean D. Goodman | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Director Compensation”. As printed: 145,250. Filing ↗machine: span 327441–327448 |
| 10 | Section 08, Michael J. Harrison | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Director Compensation”. As printed: 142,500. Filing ↗machine: span 325429–325436 |
| 11 | Section 08, Diane R. Garrett, Ph.D | DEF 14A | 2026-03-25 | 0001493152-26-012717 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2024 vote | Form 8-K | 2024-05-29 | 0001493152-24-021798 | Item 5.07 · say-on-pay result. As reported: 92.12% (votes for as printed: 6,524,716). Filing ↗ |
| 13 | Section 06, 2023 vote | Form 8-K | 2023-05-26 | 0001493152-23-019171 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 09b board cost (computed) | Computed | — | — | Cash 471,611 + equity 495,000 + all other 0 = 966,611, summed across the director compensation table rows.machine: formula: Σ = 966,611 |
| 16 | Hycroft Mining Holding (subject), Section 10b CEO total | DEF 14A | 2026-03-25 | 0001493152-26-012717 | CEO total compensation as printed in Hycroft Mining Holding's own proxy. As printed: 1,670,806. Filing ↗machine: span 381561–381570 |