Hycroft Mining Holding Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on May 29, 2024, Hycroft Mining Holding Corporation (the “Company”) entered into an Employment Agreement (the “Jennings Agreement”), dated May 29, 2024, with Rebecca A. Jennings, the Company’s Senior Vice President, General Counsel and Corporate Secretary. On March 3, 2025, the Company and Ms. Jennings entered into Amendment No. 1 (the “Jennings Amendment”) to the Jennings Agreement. Pursuant to the terms of the Jennings Amendment, the parties thereto agreed to revise the “Change of Control” (as defined in the Jennings Agreement) provisions of the Jennings Agreement such that if within 90 days prior to, or one year after, a Change in Control, the Company terminates Ms. Jennings’ employment for reasons other than for Cause (as defined in the Jennings Agreement) or Disability (as defined in the Jennings Agreement) or voluntarily terminates her employment for Good Reason (as defined in the Jennings Agreement), Ms. Jennings will be entitled to (i) a cash amount equal to 1.5 (as opposed to 1.0 as provided in the Jennings Agreement) multiplied by her annual base salary, payable in a lump sum on the 60th day following the date of termination, (ii) a cash amount equal to 1.5 multiplied by the greater of (A) the actual bonus paid for the fiscal year immediately preceding the date of termination, (B) the actual bonus attained for the fiscal year in which the date of termination occurs, or (C) the target bonus for the fiscal year in which the date of termination occurs, payable in a lump sum on the 60th day following the date of termination, and (iii) 18 months of continued coverage under the Company’s medical, dental, life and disability plans and COBRA benefits provided that a timely election for COBRA continuation coverage is made and the applicable amounts are paid, at the same cost to the individual as in effect on the date of the Change in Control (or, if lower, as in effect at any time thereafter).
Also as previously disclosed, on May 28, 2024, the Company entered into an Employment Agreement (the “Thomas Agreement”), dated May 28, 2024, with David Thomas, the Company’s Senior Vice President and General Manager. On March 3, 2025, the Company and Mr. Thomas entered into Amendment No. 1 (the “Thomas Amendment”) to the Thomas Agreement. Pursuant to the terms of the Thomas Amendment, the parties thereto agreed to revise the “Change of Control” (as defined in the Thomas Agreement) provisions of the Thomas Agreement such that if within 90 days prior to, or one year after, a Change in Control, the Company terminates Mr. Thomas’ employment for reasons other than for Cause (as defined in the Thomas Agreement) or Disability (as defined in the Thomas Agreement) or voluntarily terminates his employment for Good Reason (as defined in the Thomas Agreement), Mr. Thomas will be entitled to (i) a cash amount equal to 1.5 (as opposed to 1.0 as provided in the Thomas Agreement) multiplied by his annual base salary, payable in a lump sum on the 60th day following the date of termination, (ii) a cash amount equal to 1.5 multiplied by the greater of (A) the actual bonus paid for the fiscal year immediately preceding the date of termination, (B) the actual bonus attained for the fiscal year in which the date of termination occurs, or (C) the target bonus for the fiscal year in which the date of termination occurs, payable in a lump sum on the 60th day following the date of termination, and (iii) 18 months of continued coverage under the Company’s medical, dental, life and disability plans and COBRA benefits provided that a timely election for COBRA continuation coverage is made and the applicable amounts are paid, at the same cost to the individual as in effect on the date of the Change in Control (or, if lower, as in effect at any time thereafter).
The above description of the Jennings Amendment and the Thomas Amendment is qualified in its entirety by reference to the complete text of the Jennings Amendment and the Thomas Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Employment Agreement, dated March 3, 2025, by and between the registrant and Rebecca A. Jennings. | |
| 10.2 | Amendment No. 1 to Employment Agreement, dated March 3, 2025, by and between the registrant and David B. Thomas. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: March 4, 2025 | Hycroft Mining Holding Corporation | |
| By: | /s/ Rebecca A. Jennings | |
| Rebecca A. Jennings | ||
| Senior Vice President and General Counsel | ||