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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NB's next annual pay disclosure, estimated February 25, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Mark Smith | $325,000 | $0 | $0 | $126,000 | $0 | $0 | $0 | $451,000 |
| Chief Executive Officer, President | ||||||||
| Scott Honan | 280,000 | 0 | 0 | 84,000 | 0 | 0 | 0 | 364,000 |
| Chief Operating Officer | ||||||||
| Neal Shah | 250,000 | 0 | 0 | 84,000 | 0 | 0 | 0 | 334,000 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Mark Smith | $451,000 | $966,250 | — | ↓ −515,250 |
| Scott Honan | 364,000 | 707,500 | — | ↓ −343,500 |
| Neal Shah | 334,000 | 677,500 | — | ↓ −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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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.
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.
| Executive | Role | FY2025 total |
|---|---|---|
| Mark Smith | CEO | $451,000 |
| Neal Shah | CFO | $334,000 |
| Scott Honan | COO | $364,000 |
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. Beling | Independent Director | $42,000 |
| Dean C. Kehler | Independent Director | $42,000 |
| Michael G. Maselli | Independent Director | $42,000 |
| Michael J. Morris | Independent Director | $63,000 |
| Nilsa Guerrero-Mahon | Independent Director | $63,000 |
| Peter Oliver | Independent Director | $42,000 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Neal Shah | Option | 250,000 | 2.99 | — |
| Scott Honan | Option | 100,000 | 1.4 | — |
| Scott Honan | Option | 40,000 | 6.95 | — |
| Scott Honan | Option | 250,000 | 2.99 | — |
| Mark Smith | Option | 150,000 | 1.4 | — |
| Mark Smith | Option | 70,000 | 6.95 | — |
| Mark Smith | Option | 375,000 | 2.99 | — |
| Neal Shah | Option | 40,000 | 6.95 | — |
| Neal Shah | Option | 100,000 | 1.4 | — |
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 policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-06 | 22,285,849 | 6,272,537 | 397,390 | 78.04% | Passed |
| 2025 | 2025-03-20 | 11,736,548 | 1,232,640 | 368,071 | 90.5% | Passed |
| 2024 | 2024-01-19 | 6,979,044 | 865,175 | 108,373 | 88.97% | Passed |
| 2022 | 2022-12-15 | 51,547,037 | 2,781,885 | 782,463 | 94.88% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-04-06 | 78.04%a |
| 2025 | 2025-03-20 | 90.5%b |
| 2024 | 2024-01-19 | 88.97%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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Nilsa Guerrero-MahonIndependent · Audit (Chair) · Compensation | $0 | $0 | $63,000 | — | $0 | $63,000 |
| Michael J. MorrisIndependent | 0 | 0 | 63,000 | — | 0 | 63,000 |
| David C. BelingIndependent · Compensation · Safety and Sustainability | 0 | 0 | 42,000 | — | 0 | 42,000 |
| Peter OliverIndependent · Safety and Sustainability (Chair) · Nominating (Chair) | 0 | 0 | 42,000 | — | 0 | 42,000 |
| Michael G. MaselliIndependent · Audit | 0 | 0 | 42,000 | — | 0 | 42,000 |
| Dean C. KehlerIndependent · Compensation (Chair) · Nominating · Audit | 0 | 0 | 42,000 | — | 0 | 42,000 |
| Mark A. SmithEmployee director · Board Chair · Safety and Sustainability | — | — | — | — | — | 5 |
| Annual cash retainer | $0 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| 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.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
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 | Niocorp Developments | 2025 | Mark 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.
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, Mark Smith | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Fiscal 2025 Summary Compensation Table” · page 50. As printed: 451,000. Filing ↗ |
| 2 | Section 01, Scott Honan | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Fiscal 2025 Summary Compensation Table” · page 50. As printed: 364,000. Filing ↗ |
| 3 | Section 01, Neal Shah | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Fiscal 2025 Summary Compensation Table” · page 50. As printed: 334,000. Filing ↗ |
| 4 | Section 08, Nilsa Guerrero-Mahon | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 63,000. Filing ↗machine: span 457536–457579 |
| 5 | Section 08, Michael J. Morris | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 63,000. Filing ↗machine: span 461428–461477 |
| 6 | Section 08, David C. Beling | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 42,000. Filing ↗machine: span 456611–456655 |
| 7 | Section 08, Peter Oliver | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 42,000. Filing ↗machine: span 458482–458525 |
| 8 | Section 08, Michael G. Maselli | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 42,000. Filing ↗machine: span 460452–460495 |
| 9 | Section 08, Dean C. Kehler | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 42,000. Filing ↗machine: span 459474–459517 |
| 10 | Section 08, Mark A. Smith | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 5. Filing ↗ |
| 11 | Section 06, 2026 vote | Form 8-K | 2026-04-06 | 0001539497-26-001088 | Item 5.07 · say-on-pay result. As reported: 78.04% (votes for as printed: 22,285,849). Filing ↗ |
| 12 | Section 06, 2025 vote | Form 8-K | 2025-03-20 | 0001539497-25-000997 | Item 5.07 · say-on-pay result. As reported: 90.5% (votes for as printed: 11,736,548). Filing ↗ |
| 13 | Section 06, 2024 vote | Form 8-K | 2024-01-22 | 0001539497-24-000066 | Item 5.07 · say-on-pay result. As reported: 88.97% (votes for as printed: 6,979,044). 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 0 + equity 0 + all other 0 = 0, summed across the director compensation table rows.machine: formula: Σ = 0 |
| 16 | Niocorp Developments (subject), Section 10b CEO total | DEF 14A | 2026-02-25 | 0001539497-26-000784 | CEO total compensation as printed in Niocorp Developments's own proxy. As printed: 451,000. Filing ↗ |
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