Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-04-06

Niocorp Developments (NB)

CEO Mark Smith was paid $451,000 in fiscal year 2025, ↓ down 53.3% from fiscal year 2024 (SEC filing 0001539497-26-000784 ↗): 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.

$451,000 ↓
Mark Smith total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
78.04%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Mark Smith (Chief Executive Officer, President), FY2025 total compensation $451,000 (base salary $325,000) [exec_comp, SEC accession 0001539497-26-000784, filed 2026-02-25]

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NB's next annual pay disclosure, estimated February 25, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Mark Smith$325,000$0$0$126,000$0$0$0$451,000
Chief Executive Officer, President
Scott Honan280,0000084,000000364,000
Chief Operating Officer
Neal Shah250,0000084,000000334,000
Chief Financial Officer and Corporate Secretary

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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Mark Smith$451,000$966,250—↓ −515,250
Scott Honan364,000707,500—↓ −343,500
Neal Shah334,000677,500—↓ −343,500

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against NB
1 company names NB as a compensation peer

Each company listed discloses NB in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named NB in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Mark SmithCEO$451,000
Neal ShahCFO$334,000
Scott HonanCOO$364,000
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
David C. BelingIndependent Director$42,000
Dean C. KehlerIndependent Director$42,000
Michael G. MaselliIndependent Director$42,000
Michael J. MorrisIndependent Director$63,000
Nilsa Guerrero-MahonIndependent Director$63,000
Peter OliverIndependent Director$42,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Neal ShahOption250,0002.99—
Scott HonanOption100,0001.4—
Scott HonanOption40,0006.95—
Scott HonanOption250,0002.99—
Mark SmithOption150,0001.4—
Mark SmithOption70,0006.95—
Mark SmithOption375,0002.99—
Neal ShahOption40,0006.95—
Neal ShahOption100,0001.4—
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation program is designed to be relatively simple in concept, balancing reasonable current compensation with longer-term compensation tied to the performance of the Company as a whole. The Board and Compensation Committee determine rewards based on individual and corporate performance, using subjective assessments of the level of success rather than formal benchmarks or pre-determined formulas.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-04-0622,285,8496,272,537397,39078.04%Passed
20252025-03-2011,736,5481,232,640368,07190.5%Passed
20242024-01-196,979,044865,175108,37388.97%Passed
20222022-12-1551,547,0372,781,885782,46394.88%Passed

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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-04-0678.04%a
20252025-03-2090.5%b
20242024-01-1988.97%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. 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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Nilsa Guerrero-MahonIndependent · Audit (Chair) · Compensation$0$0$63,000—$0$63,000
Michael J. MorrisIndependent0063,000—063,000
David C. BelingIndependent · Compensation · Safety and Sustainability0042,000—042,000
Peter OliverIndependent · Safety and Sustainability (Chair) · Nominating (Chair)0042,000—042,000
Michael G. MaselliIndependent · Audit0042,000—042,000
Dean C. KehlerIndependent · Compensation (Chair) · Nominating · Audit0042,000—042,000
Mark A. SmithEmployee director · Board Chair · Safety and Sustainability—————5
09

Board fee structure and ownership guideline

Annual cash retainer$0
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$0
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$0

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Number of Options Granted
10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Niocorp Developments2025Mark Smith$325,000$0$126,000$0$451,000

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.

10d

Frequently asked questions

Who was the highest-paid executive at Niocorp Developments in fiscal 2025?
As disclosed, Mark Smith (Chief Executive Officer, President) was the highest-paid executive at Niocorp Developments in fiscal 2025, with total compensation of $451,000.
How did shareholders vote on Niocorp Developments's executive compensation?
As disclosed, 78.04% of shareholders supported Niocorp Developments's executive compensation in the latest say-on-pay vote.
How much does Niocorp Developments spend in total on board compensation for fiscal 2025?
As disclosed, Niocorp Developments reported total board compensation of $0 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Mark SmithDEF 14A2026-02-250001539497-26-000784Section “Fiscal 2025 Summary Compensation Table” · page 50. As printed: 451,000. Filing ↗
2Section 01, Scott HonanDEF 14A2026-02-250001539497-26-000784Section “Fiscal 2025 Summary Compensation Table” · page 50. As printed: 364,000. Filing ↗
3Section 01, Neal ShahDEF 14A2026-02-250001539497-26-000784Section “Fiscal 2025 Summary Compensation Table” · page 50. As printed: 334,000. Filing ↗
4Section 08, Nilsa Guerrero-MahonDEF 14A2026-02-250001539497-26-000784Section “Director Compensation”. As printed: 63,000. Filing ↗machine: span 457536–457579
5Section 08, Michael J. MorrisDEF 14A2026-02-250001539497-26-000784Section “Director Compensation”. As printed: 63,000. Filing ↗machine: span 461428–461477
6Section 08, David C. BelingDEF 14A2026-02-250001539497-26-000784Section “Director Compensation”. As printed: 42,000. Filing ↗machine: span 456611–456655
7Section 08, Peter OliverDEF 14A2026-02-250001539497-26-000784Section “Director Compensation”. As printed: 42,000. Filing ↗machine: span 458482–458525
8Section 08, Michael G. MaselliDEF 14A2026-02-250001539497-26-000784Section “Director Compensation”. As printed: 42,000. Filing ↗machine: span 460452–460495
9Section 08, Dean C. KehlerDEF 14A2026-02-250001539497-26-000784Section “Director Compensation”. As printed: 42,000. Filing ↗machine: span 459474–459517
10Section 08, Mark A. SmithDEF 14A2026-02-250001539497-26-000784Section “Director Compensation”. As printed: 5. Filing ↗
11Section 06, 2026 voteForm 8-K2026-04-060001539497-26-001088Item 5.07 · say-on-pay result. As reported: 78.04% (votes for as printed: 22,285,849). Filing ↗
12Section 06, 2025 voteForm 8-K2025-03-200001539497-25-000997Item 5.07 · say-on-pay result. As reported: 90.5% (votes for as printed: 11,736,548). Filing ↗
13Section 06, 2024 voteForm 8-K2024-01-220001539497-24-000066Item 5.07 · say-on-pay result. As reported: 88.97% (votes for as printed: 6,979,044). Filing ↗
14Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
15Section 09b board cost (computed)Computed——Cash 0 + equity 0 + all other 0 = 0, summed across the director compensation table rows.machine: formula: Σ = 0
16Niocorp Developments (subject), Section 10b CEO totalDEF 14A2026-02-250001539497-26-000784CEO total compensation as printed in Niocorp Developments's own proxy. As printed: 451,000. Filing ↗

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