Companies USA Rare Earth, Inc.
USA Rare Earth (USAR): executive pay, fiscal 2025
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CEO pay, last three years
- $11,704,645FY2025
CEO total pay was $11,704,645 in fiscal 2025; the brief holds no earlier figure for this CEO.
FY2025: salary $167,308 · bonus $0 · stock awards $11,536,719 · option awards $0
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Barbara Humpton | $167,308 | $0 | $11,536,719 | $0 | $0 | $0 | $627 | $11,704,645 |
| Chief Executive Officer | ||||||||
| Joshua Ballard | 351,346 | 0 | 4,637,862 | 0 | 0 | 0 | 526,879 | 5,516,087 |
| Former Chief Executive Officer | ||||||||
| William Robert Steele Jr. | 311,539 | 246,181 | 4,245,589 | 0 | 0 | 0 | 23,962 | 4,827,271 |
| Chief Financial Officer | ||||||||
| David Kronenfeld | 305,000 | 195,000 | 1,622,238 | 0 | 0 | 0 | 120,192 | 2,242,430 |
| Former Chief Legal Officer | ||||||||
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 officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Barbara Humpton | $11,704,645 | — | — | — |
| Joshua Ballard | 5,516,087 | — | — | — |
| William Robert Steele Jr. | 4,827,271 | — | — | — |
| David Kronenfeld | 2,242,430 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The Company's compensation program is designed to attract, retain, and motivate highly qualified executives and directors by providing competitive compensation that aligns with the Company's performance and shareholder interests.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Barbara Humpton | RSU | 2025-10-01 | — | — | 62,666 | — | $1,000,000 |
| Joshua Ballard | RSU | — | — | — | 90,992 | — | — |
| David Kronenfeld | RSU | — | — | — | 27,298 | — | — |
| Barbara Humpton | RSU | 2025-10-01 | — | — | 313,327 | — | 5,000,000 |
| Barbara Humpton | RSU | 2025-10-01 | — | — | 250,662 | — | 4,000,000 |
| William Robert Steele Jr. | RSU | — | — | — | 90,992 | — | — |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Barbara Humpton | $10,000,000 | $0 | $0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| David Kronenfeld | RSU | 11,095 | — | $132,031 |
| David Kronenfeld | RSU | 18,199 | — | 216,568 |
| David Kronenfeld | RSU | 27,298 | — | 324,846 |
| David Kronenfeld | RSU | 40,947 | — | 487,269 |
| Barbara Humpton | RSU | 62,666 | — | 745,725 |
| William Robert Steele Jr. | RSU | 62,666 | — | 745,725 |
| Joshua Ballard | RSU | 90,992 | — | 1,082,805 |
| William Robert Steele Jr. | RSU | 90,992 | — | 1,082,805 |
| Joshua Ballard | RSU | 181,984 | — | 2,165,610 |
| Barbara Humpton | RSU | 250,662 | — | 2,982,878 |
| Barbara Humpton | RSU | 313,327 | — | 3,728,591 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Michael BlitzerNot independent · Nominating and Corporate Governance Committee | $91,818 | $610,950 | — | — | — | $702,768 |
| Otto SchwethelmIndependent · Audit Committee (Chair) · Compensation Committee | 69,859 | 610,950 | — | — | — | 680,809 |
| Carolyn TrabucoIndependent · Audit Committee · Compensation Committee (Chair) | 67,862 | 610,950 | — | — | — | 678,813 |
| Michael SenftIndependent · Audit Committee · Nominating and Corporate Governance Committee (Chair) | 63,871 | 610,950 | — | — | — | 674,821 |
| Paul KernIndependent · Compensation Committee · Nominating and Corporate Governance Committee · Not standing for re-election | 57,883 | 610,950 | — | — | — | 668,833 |
| Mordechai GutnickIndependent · Nominating and Corporate Governance Committee · Not standing for re-election | 51,895 | 610,950 | — | — | — | 662,845 |
| Tready Smith | 47,903 | 610,950 | — | — | — | 658,853 |
| Joshua BallardEmployee director · Departed during FY | — | — | — | — | — | 0 |
| Barbara HumptonEmployee director | — | — | — | — | — | 0 |
| Dr. Thomas CaulfieldIndependent · Compensation Committee · Nominating and Corporate Governance Committee · Newly elected | — | — | — | — | — | — |
Board fee structure and ownership guideline
| Annual cash retainer | $60,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $451,091 |
| Equity awards (grant-date value) | $4,276,650 |
| All other compensation | $0 |
| Total cost of the board | $4,727,741 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names USA Rare Earth as a peer
Companies that benchmark against USAR
No companies currently name USAR as a compensation peer in their most recent disclosure.
This is the complete answer, not a partial one — the list is never padded.
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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | USA Rare Earth, Inc. | 2025 | Barbara Humpton | $167,308 | $11,536,719 | $0 | $0 | $11,704,645 |
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.
Say-on-pay history and pay ratio
No say-on-pay vote is on file for this company.
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (23 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Barbara Humpton. DEF 14A, filed 2026-04-23. Section “Summary Compensation Table”. As printed: 11,704,645. View filing ↗
- Section 01, Joshua Ballard. DEF 14A, filed 2026-04-23. Section “Summary Compensation Table”. As printed: 5,516,087. View filing ↗
- Section 01, William Robert Steele Jr.. DEF 14A, filed 2026-04-23. Section “Summary Compensation Table”. As printed: 4,827,271. View filing ↗
- Section 01, David Kronenfeld. DEF 14A, filed 2026-04-23. Section “Summary Compensation Table”. As printed: 2,242,430. View filing ↗
- Section 03, Barbara Humpton RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Joshua Ballard RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, David Kronenfeld RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Barbara Humpton RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Barbara Humpton RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, William Robert Steele Jr. RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 08, Michael Blitzer. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 702,768. View filing ↗
- Section 08, Otto Schwethelm. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 680,809. View filing ↗
- Section 08, Carolyn Trabuco. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 678,813. View filing ↗
- Section 08, Michael Senft. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 674,821. View filing ↗
- Section 08, Paul Kern. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 668,833. View filing ↗
- Section 08, Mordechai Gutnick. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 662,845. View filing ↗
- Section 08, Tready Smith. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 658,853. View filing ↗
- Section 08, Joshua Ballard. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Barbara Humpton. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Dr. Thomas Caulfield. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: —. View filing ↗
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 451,091 + equity 4,276,650 + all other 0 = 4,727,741, summed across the director compensation table rows.
- USA Rare Earth, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in USA Rare Earth, Inc.'s own proxy. As printed: 11,704,645. View filing ↗