IDAHO STRATEGIC RESOURCES INC (IDR)

Sector: Materials

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2026 Annual Meeting Analysis

IDAHO STRATEGIC RESOURCES INC · Meeting: June 10, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

5

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

5 FOR
✓ FOR
John Swallow

Swallow has served as CEO and Chairman since 2017/2019 and is subject to the TSR trigger as an executive director, but IDR's 3-year price return of 613.4% towers over the XLB benchmark's 36.6% by +576.8 percentage points, far exceeding the 65-point threshold required to trigger a vote against — shareholders have been enormously well-served during his tenure.

✓ FOR
Grant Brackebusch

Brackebusch is an IDR co-founder and registered professional mining engineer who has served since 1996; the same outstanding TSR record that clears the trigger for Swallow applies equally here, and he brings irreplaceable operational expertise as the architect of the Company's mill and mining operations.

✓ FOR
Kevin Shiell

Shiell has served since January 2017 and has over 30 years of mining industry leadership; the TSR trigger does not apply given IDR's +576.8 percentage point outperformance of the XLB benchmark over three years, and he attended 100% of board and committee meetings in 2025.

✓ FOR
Richard Beaven

Beaven joined in January 2022 and brings strong financial credentials as a Chartered Financial Analyst and small-cap portfolio manager; the TSR trigger does not fire given IDR's exceptional stock performance, and he is designated as an audit committee financial expert with 100% meeting attendance.

✓ FOR
Carolyn Turner

Turner joined in August 2023 and is within the 24-month new-director exemption window (exemption expires approximately August 2025, so she is just outside it, but the TSR trigger does not fire in any event given IDR's massive outperformance); she is a licensed CPA and audit committee financial expert with deep mining industry treasury experience and 100% meeting attendance.

All five directors are supported. IDR's 3-year stock price return of 613.4% outpaces the XLB materials sector ETF benchmark's 36.6% return by +576.8 percentage points, far above the 65-point threshold needed to trigger a vote against any director. No director is overboarded (the proxy confirms none sit on other public company boards), all attended 100% of meetings in 2025, all independent directors serve only on committees for which they are qualified, there are no family relationships among officers and directors, and the board includes two designated audit committee financial experts. The overall slate is well-constituted with deep mining industry expertise.

Say on Pay

✓ FOR

CEO

John Swallow

Total Comp

$442,528

Prior Support

99%%

CEO John Swallow's total 2025 compensation of $442,528 — consisting of approximately $280,000 in salary, $54,000 in bonus, and $109,000 in stock option awards — is modest and well within benchmark expectations for a CEO of a $691 million basic materials company, with a salary that is well below the 40%-of-total-pay fixed-compensation threshold that would be a concern. The prior advisory vote on pay received an overwhelming 99% shareholder support in 2024, and the company has maintained a meaningful clawback policy. Pay has grown in line with the company's dramatically improved performance — net income rose from roughly $1 million in 2023 to nearly $16.6 million in 2025 — and the overall pay-for-performance alignment is strong.

Auditor Ratification

✓ FOR

Auditor

Assure CPA, LLC

Tenure

N/A

Audit Fees

$87,790

Non-Audit Fees

$13,525

Non-audit fees (tax fees of $10,000 plus other fees of $3,525, totaling $13,525) represent approximately 15.4% of audit fees of $87,790, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; and with a market cap of $691 million, a regional CPA firm is an acceptable choice for a small-cap mining company of this size and operational complexity.

Overall Assessment

This is a clean annual meeting ballot with two straightforward proposals: a director slate of five nominees who all benefit from IDR's exceptional 3-year stock return of 613.4% (far outpacing the XLB materials ETF benchmark), and an auditor ratification with low non-audit fees and no independence concerns. Executive compensation is modest relative to company size and strongly aligned with shareholder value creation, and the prior say-on-pay vote received 99% support — all three proposals receive a FOR vote determination.

Filing date: May 1, 2026·Policy v1.2·high confidence