USA Rare Earth Names Thrasyvoulos Moraitis as Next Chief Executive Officer Following Barbara Humpton's Retirement

Barbara Humpton's Retirement and Transition Arrangement

Barbara Humpton has decided to retire as Chief Executive Officer and as a member of the company's board of directors, with the separation taking effect on October 1, 2026. The announcement came on July 19, 2026, when the company disclosed the terms of her departure. The filing states that Humpton's decision to step down was not due to any disagreement with USAR or any concern relating to the company's operations, policies, or practices.

Under the terms of her retirement agreement executed on July 19, 2026, Humpton will receive financial arrangements contingent on specific conditions. Her 219,329 restricted stock units scheduled to vest on October 1, 2026, will vest as planned on that date, and she will receive a pro-rated portion of her 2026 annual bonus in the amount of $500,000 based on the company's performance achievement. Both payments are subject to her execution and non-revocation of a general release of claims in favor of the company, continued employment through the separation date, and compliance with the terms of the retirement agreement.

Strategic Leadership Transition Aligned with Serra Verde Merger

Thrasyvoulos Moraitis has been selected by USAR's board of directors to become the next Chief Executive Officer, effective October 1, 2026, or upon the closing of the previously announced business combination with Serra Verde Group, whichever is later. Moraitis is currently serving as CEO of Serra Verde Group, a role he has held since January 2023. The appointment represents a strategic alignment of leadership with the planned merger between the two companies.

Prior to his current position, Moraitis held significant roles in the global mining and natural resources sector. The filing indicates he was a co-founder of X2 Resources and served on the Executive Committee of Xstrata, where he worked under CEO Sir Mick Davis. At Xstrata, which was sold to Glencore in 2013, Moraitis held responsibility for strategic development, post-acquisition integration, leadership development, external affairs, investor relations, and the company's technology business. The disclosure notes that during his tenure at Xstrata, he was involved in approximately 40 transactions.

Executive Background and Industry Experience

Moraitis began his career in the early 1980s as an engineer on South African gold mines operated by General Mining Union Corporation, commonly known as Gencor. Following this foundational experience, he pursued entrepreneurial activities and later became a global partner at Monitor Group, a global advisory and merchant banking firm. His career progression reflects deep involvement in mining operations, strategic business development, and international markets.

The filing describes additional executive positions held by Moraitis that demonstrate breadth of experience across commodity and industrial sectors. He served as Chief Development Officer and member of the Executive Board at EuroChem Group AG, a global fertilizer company. Most recently, prior to joining Serra Verde, he held the position of Executive Director at Brilliant Planet, a growth-stage company developing scalable methods for producing microalgae for food solutions and carbon sequestration. These varied roles indicate experience spanning mining, chemicals, agriculture, and emerging climate technologies.

Chief Executive Compensation Structure and Performance Incentives

Moraitis's compensation package comprises multiple components designed to attract his leadership to USAR during the Serra Verde merger integration period. According to the terms agreed on July 19, 2026, his base salary will be CHF 822,000 per annum during his tenure as Chief Executive Officer, which is scheduled to run through December 31, 2028, unless mutually extended. The salary will be paid in Swiss francs, reflecting his current employment arrangements with Serra Verde.

The filing discloses that Moraitis will be eligible for annual bonus compensation with a target opportunity of 100 percent of base salary and a maximum of 200 percent of base salary. For the period from the beginning of 2026 through his joining date, he will receive a pro-rated bonus of 166 percent of his current base salary with Serra Verde. Additionally, he will receive an award of restricted stock units with a total value of $5 million, reflecting an annual value of $4 million, for the remainder of 2026 and 2027. These units will be granted on or shortly after his joining date and will vest in equal annual installments over a three-year period from the grant date, subject to his continued employment.

Equity Awards and Acceleration Provisions

The restricted stock unit awards provided to Moraitis include standard vesting conditions tied to continued employment, alongside acceleration provisions that provide protection for his financial interests. The filing states that acceleration of vesting will occur upon "Separation from Service" as defined in Section 409A of the US Internal Revenue Code on or after age 65, or if Moraitis qualifies as a "Good Leaver" as defined in his existing employment agreement with Serra Verde. The company will not grant any additional equity awards to Moraitis in 2027 beyond those described in the CEO Terms.

Moraitis will not be eligible for any additional equity grants in 2027, indicating that the initial equity package is designed to cover his compensation needs through that year. This structure simplifies the compensation administration and provides clarity regarding equity allocation for the first two years of his tenure as Chief Executive Officer.

Inducement Award Structure and Milestone-Based Compensation

To facilitate Moraitis's recruitment and to incentivize his commitment to lead the company during a critical phase of development, USAR has structured an inducement award with two distinct components. The first component consists of restricted stock units valued at $1.5 million, vesting in equal annual installments over two years, subject to his continued employment. These units will also accelerate upon Separation from Service on or after age 65 or if Moraitis qualifies as a Good Leaver.

The second component of the inducement award comprises performance stock units with a target value of $6.5 million. According to the filing, these units will vest on December 31, 2028, contingent upon the achievement of meaningful financial, operational, and strategic milestones and Moraitis's continued employment. The disclosure indicates that acceleration of these performance units may occur upon Separation from Service on or after age 65, if he qualifies as a Good Leaver, or due to death or disability, provided the board determines that the milestones have been achieved. This structure ties a significant portion of Moraitis's equity compensation directly to company performance outcomes.

Make-Whole Award and Forfeited Benefits Replacement

The CEO Terms include provisions addressing benefits that Moraitis agreed to forfeit from his existing Serra Verde employment agreement. In lieu of certain Good Leaver benefits provided under his Serra Verde employment agreement, he will receive a "make-whole" award consisting of restricted stock units valued at $4 million. The settlement of this award is structured in two tranches: 50 percent will be settled upon his Separation from Service on or after age 65, or if earlier as a Good Leaver, and the remaining 50 percent will be settled on the one-year anniversary of Separation from Service.

This approach provides Moraitis with replacement value for contractual benefits he is relinquishing in connection with his transition to USAR, while also creating a post-employment retention mechanism through the delayed settlement of the second tranche. The structure reflects the negotiated terms between the company and Moraitis regarding his transition from Serra Verde leadership to USAR's chief executive role.

Severance Provisions and Employment Terms Framework

Unlike typical US-based executive arrangements, Moraitis's severance structure reflects his Swiss employment status and existing contractual arrangements with Serra Verde. The filing discloses that Moraitis will be entitled to a prorated bonus and certain continued medical benefits upon certain terminations but will not receive any additional severance benefits beyond those specified in the CEO Terms. His severance protection is limited to a four-month notice period or pay in lieu thereof, in accordance with Swiss law.

The CEO Terms supplement a letter agreement entered into on April 19, 2026, which amended Moraitis's pre-existing employment agreement with Serra Verde. Both the original employment agreement and the April letter agreement will remain in effect, subject to modification by the CEO Terms. The company indicated that the side letter memorializing the CEO Terms will be filed as an exhibit to its Quarterly Report on Form 10-Q for the six months ended June 30, 2026, providing shareholders with full documentation of the executive arrangement.

Additional Support and Legal Arrangements

To facilitate Moraitis's transition and ensure compliance with applicable tax regulations, the company will provide him with reasonable tax planning support. The filing states that USAR will also reimburse Moraitis for up to $10,000 in legal fees incurred in connection with the negotiation of the CEO Terms and the related side letter. These provisions reflect standard practices in executive recruitment and ensure that the executive has appropriate professional support during the transition period.

The disclosure confirms that there are no family relationships between Moraitis and any company director or executive officer, and that no arrangements or understandings exist between Moraitis and any other person pursuant to which he was selected as an officer. This information addresses potential conflict-of-interest concerns and confirms that the appointment followed standard corporate governance procedures.

USA Rare Earth's Business Focus and Rare Earth Market Positioning

USA Rare Earth, Inc. is incorporated in Delaware and maintains its principal executive offices in Stillwater, Oklahoma. The company operates in the rare earth elements industry, a sector critical to manufacturing of permanent magnets, electronics, renewable energy systems, and defense applications. Rare earth elements have become strategically important to both commercial and national security interests, positioning companies in this space at the center of significant global demand growth.

The company trades on the NASDAQ under the ticker USAR and is classified as an emerging growth company for regulatory purposes. The appointment of Moraitis, with his extensive background in mining operations, strategic development, and post-acquisition integration, suggests that USAR is positioning itself to execute the Serra Verde merger integration while scaling rare earth production and developing operational excellence in a sector characterized by complex supply chains and regulatory environments.