10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-41279

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as specified in its Charter)


Delaware	87-3426517
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9329 Mariposa Road, Suite 210 Hesperia, CA	92344
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (442) 221-0225

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 

Trading
Symbol(s)
 

Name of each exchange
on which registered
 

Common Stock, $0.01 par value

FEAM

The NASDAQ Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $304.4 million as of

December 31, 2022 (based on the last sale price of such stock as quoted on the NASDAQ).

As of October 27, 2023, the number of shares of the registrant’s Common Stock outstanding was 44,237,054.

5E ADVANCED MATERIALS, INC.

Table of Contents


		Page
EXPLANATORY NOTE		2
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3
Item 11.	Executive Compensation	10
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
Item 14.	Principal Accountant Fees and Services	19
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	20

Explanatory Note

5E Advanced Materials, Inc. (the “Company”) will not be filing its definitive proxy materials for its 2023 annual meeting of shareholders with the U.S. Securities and Exchange Commission (“SEC”) within 120 days after the end of its fiscal year ended June 30, 2023.

Accordingly, pursuant to the instructions to Form 10-K, this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, is being filed to include the Part III information required under the instructions to Form 10-K and the general rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which Annual Report was originally filed with the SEC on August 30, 2023 (the “Original Form 10-K).

This Form 10-K/A amends and restates only Part III, Items 10,11,12,13, and 14, amends Part IV, Item 15 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, and replaces Exhibit 96.1 with a Technical Report Summary that includes additional and independent Qualified Persons. No other Items of the previous Form 10-K filing have been amended or revised in this Form 10-K/A, and all such other Item shall be as set forth in such previous Form 10-K filing.

In addition, no other information has been updated for any subsequent events occurring after August 30, 2023, the date of filing of the Original Form 10-K.

As used in this Form 10-K/A, references to “5E,” the “Company,” “we,” “our,” or “us” mean 5E Advanced Materials, Inc., our predecessors and consolidated subsidiaries, or any one or more of them, as the context requires.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Management

Information about our Executive Officers

The following table sets forth, as of October 27, 2023, the names and ages of our executive officers, including all offices and positions held by each officer for at least the past five years. There are no family relationships between our executive officers or between any of our directors and any of our executive officers.


Name	Age	Position
Susan Brennan	61	President, Chief Executive Officer and Director
Paul Weibel, CPA	39	Chief Financial Officer, Treasurer and Corporate Secretary

Ms. Brennan was appointed Chief Executive Officer and President in March 2023 and a Director in June 2023. Previously, Ms. Brennan has served as the President of Susan Brennan Leadership, LLC, a consulting firm that advises companies in the energy, automotive, and technology industries, since October 2022. Before launching Susan Brennan Leadership, LLC, Ms. Brennan served as the President and Chief Executive Officer of Romeo Power, an energy technology leader delivering electrification solutions for complex commercial vehicle applications, from August 2021 to October 2022. From November 2013 to August 2021, Ms. Brennan served as the Chief Operations Officer of Bloom Energy Corporation. Previously, she spent decades in a variety of leadership positions in the automotive manufacturing industry, including at Nissan North America, the Ford Motor Company, and the Douglas and Lomason Company. Ms. Brennan holds a MBA in Economics from the University of Nebraska at Omaha and a Bachelor of Science in Microbiology from the University of Illinois-Campaign-Urbana.

Paul Weibel was appointed Chief Financial Officer and Treasurer of 5E Advanced Materials, Inc. in November 2021, Chief Financial Officer of Fort Cady (California) Corporation in May 2021, and director of Fort Cady (California) Corporation in April 2022. Mr. Weibel was appointed Corporate Secretary in June 2023. Mr. Weibel served as Corporate Secretary of Fort Cady (California) Corporation from August 2021 to April 2022 and Treasurer since April 2022. Previously, Mr. Weibel was the Financial Controller of Genlith, Inc. from January 2017 to May 2021 and Finance Director of the Schooner Investment Group LLC from July 2014 to December 2014. Paul holds a Bachelor of Science in Accounting and Finance from Lehigh University.

Information about our Board of Directors and Board Committees

Board of Directors

Our Board of Directors oversees our management and business and affairs and serves as our ultimate decision-making body, except for those matters reserved to our shareholders. The Board of Directors oversees our management team, to whom it has delegated responsibility for our day-to-day operations. While the Board’s oversight role is broad and may concentrate on different areas from time to time, its primary areas of focus are strategy, oversight, governance and compliance, as well as assessing management.

Our Board of Directors currently consists of six members, as set forth in the table below. Each of our directors is subject to election each year at our annual meeting of shareholders. Our Certificate of Incorporation and Bylaws do not limit the number of terms a member may be re-elected as a director.

The following table sets forth, as of October 27, 2023, the names and ages of the members our Board of Directors. Biographies of each director are included below the table.


Name	Age	Current Position
David Jay Salisbury	71	Chairman of the Board
Susan Brennan	61	President, Chief Executive Officer and Director
Stephen Hunt	60	Director
Sen Ming Lim	49	Director
H. Keith Jennings	52	Director
Graham van’t Hoff	60	Director

Board Skills Matrix

David Jay
Salisbury

Susan Brennan

Stephen Hunt

H. Keith
Jennings

Sen Ming
(Jimmy)
Lim

Graham
van’t
Hoff

Total

Executive Leadership

ü

ü

ü

ü

ü

ü

6

Mining/Rare Earth Minerals/Specialty Chemicals Industry Experience

ü

ü

ü

3

Business Operations

ü

ü

ü

ü

4

Strategic Development/Planning

ü

ü

ü

ü

ü

ü

6

Corporate Governance

ü

ü

2

Financial and Accounting

ü

1

Marketing, Branding and Consumer Insights

ü

1

Capital Markets

ü

ü

2

ESG Leadership

ü

ü

ü

ü

4

M&A Experience

ü

ü

ü

ü

4

International Experience

ü

ü

ü

ü

ü

ü

6

Board Diversity Matrix (as of October 27, 2023)

Total Number of Directors: 6


Part I: Gender Identity	Female		Male		Nonbinary		Did Not Disclose
Directors		1		5		—		—
Part II: Demographic Background		—		—		—		—
African American or Black		—		1		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		1		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		1		3		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		—

More detailed biographical descriptions of the Directors are set forth in the text below. These descriptions include the experience, qualifications, qualities, and skills that led to the conclusion that each director should serve as a member of our Board at this time.

David J. Salisbury was appointed as Chairman of the Board in January 2022. Mr. Salisbury has served as Chairman of ABR since August 1, 2020 and served as Executive Chairman of ABR from May 2021 to August 2021. Mr. Salisbury has also served as Chairman of Fort Cady (California) Corporation, a subsidiary of ABR, since August 2020 and served as the President and CEO of Fort Cady (California) Corporation from May 2021 to August 2021. Mr. Salisbury’s business experience spans a period of over 40 years with significant involvement in underground and surface coal, open pit gold, uranium mining and copper mine development. Over that period, he has held senior executive positions at The Coteau Properties Company, Energy Resources Company, Al Hamilton Contracting Company, Cordero Mining Company, Kennecott Ridgeway Mining Company Inc., Rössing Uranium Limited, Kennecott Minerals Company, Resolution Copper Mining, LLC (Rio Tinto) and PetroDome Energy LLC. While working for Rio Tinto, Mr. Salisbury was President and CEO of Resolution Copper Company LLC, President and CEO of Kennecott Minerals Company and Managing Director and CEO of Rössing Uranium Limited. In addition, he was a leader for Rio Tinto’s global improvement program, Improving Performance Together, focused on the development of common improvement processes related to ore and mineral processing across global operations. Over his career, Mr. Salisbury has been responsible for operating and capital budget development, operating cost control, product quality, profit/loss, engineering, safety, field operations and maintenance, strategic planning, environmental compliance, market development, merger and acquisition analysis, employee relations, community, public relations and government relations at both the state and federal levels. He was also directly responsible for the development, construction and operations of four mines. Mr. Salisbury holds a Bachelor of Science, Electrical Engineering from Utah State University and an MBA from the University of South Carolina.

Stephen Hunt was appointed as a Director in January 2022. Mr. Hunt has also served as a Director of ABR since May 2017. Mr. Hunt is currently Executive Chairman of Sparc Technologies Ltd. (ASX: SPN), which is developing and commercializing graphene applications as well as photocatalytic hydrogen production and sodium ion anode material. Mr. Hunt’s experience includes over 20 years of serving as a Director of multiple ASX-listed companies. Previous Directorships include Executive Chairman and Non-Executive Director of Volt Resources Ltd. (ASX: VRC), Non-Executive Director of Magnis Energy Technologies Ltd. (ASX: MNS), Non-Executive Director of IMX Resources Ltd. and Australian Zircon Ltd.

Sen Ming (Jimmy) Lim was appointed as a Director in January 2022. Mr. Lim has also served as a Director of ABR since February 2021. Mr. Lim has served as the Managing Director and Founder of Virtova Capital Management Limited, a natural resources industry advisory firm providing corporate advisory services encompassing M&A and structured financings in relation to assets in the sector since 2018. In this role, he advises several ASX-listed mining companies with respect to mergers, acquisitions and structured finance. Mr. Lim has worked for global investment banks in Australia (J.P. Morgan) and Hong Kong (Morgan Stanley and Goldman Sachs). Mr. Lim has served as a Non-Executive Director of Stanmore Resources Limited since October 2019 and as a Director of Virtova Alpha Investments Limited since November 2018.

Mr. H. Keith Jennings was appointed as a Director in October 2022. Mr. Jennings has over 30 years’ experience as a global business leader with a focus on finance across the pharmaceuticals, genomics, chemicals, fuels and energy sectors. Mr. Jennings most recently served as Executive Vice President and Chief Financial Officer of Weatherford International (NASDAQ: WFRD). Prior to this, Executive Vice President and Chief Financial Officer of Calumet Specialty Products Partners (NASDAQ: CLMT), the Vice President, Finance and Vice President & Treasurer of Eastman Chemical Company (NYSE: EMN). He also served as the Vice President & Treasurer of Cameron International (NYSE: CAM). Mr. Jennings holds a Bachelor of Commerce from the University of Toronto and an MBA from Columbia University and is a Chartered Professional Accountant.

Mr. Graham van’t Hoff was appointed as a Director in October 2022. Mr. van’t Hoff is a global business executive with a 35 year career focused on business restructuring and growth with a track record of scaling business and driving growth through business disruption, restructures, technology integration and tight project management disciplines. Mr. van’t Hoff finished his 35 year career with Royal Dutch Shell PLC (NYSE: SHEL) as the Executive Vice President of Global Chemicals where he was responsible for the company’s $25 billion global chemicals business over a seven year period of record profitability. Prior to this role, he held the positions of Chairman, Shell UK, Executive Vice President, Alternative Energies and CO2 and Vice President, Base Chemicals. Mr. van’t Hoff holds a Bachelor of Arts and Master of Arts in Chemistry from Oxford University, UK and a Master of Business Management with distinction from Alliance Manchester Business School, UK.

Our directors bring a range of skills and experience in relevant areas, including finance, exploration and production, environment, international business and leadership, as well as specialty chemicals. We believe this cross-section of capabilities enables our Board of Directors to help guide our strategic objectives and leading corporate governance practices.

Corporate Governance

Our Board believes sound corporate-governance processes and practices, as well as high ethical standards, are critical to handling challenges and to achieving business success. We embrace leading governance practices and conduct ongoing reviews of our governance structure and processes to reflect changing circumstances. Below are highlights of our corporate-governance practices and principles.

Director Independence

Our Common Stock is listed on the Nasdaq Stock Market (the “Nasdaq”). Under the rules of the Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within one year of listing on the Nasdaq. In addition, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent. Under the rules of the Nasdaq, a director will only qualify as an “independent director” if the director has no relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

At least annually, our Board evaluates all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining whether a relationship exists that might interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, our Board will make an annual determination of whether each director is independent within the meaning of the independence standards of Nasdaq and the SEC.

Our Board has determined that each of Messrs. Salisbury, Hunt, Jennings, and van’t Hoff qualifies as an “independent director” as defined under the rules of the Nasdaq. Ms. Brennan and Mr. Lim are not independent. Our Board also has determined that Messrs. Jennings, Hunt, and Salisbury, who comprise our Audit Committee, Messrs. van’t Hoff and Jennings, who comprise our Compensation Committee, and Messrs. Salisbury and van’t Hoff , who comprise our Nominating and Corporate Governance Committee, satisfy the independence standards for such committees established by the SEC and the rules of the Nasdaq, as applicable. In making such determinations, our Board considered the relationships that each such non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director and any institutional stockholder with which he or she is affiliated.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board will determine the Board leadership structure in a manner that it determines to be in the best interests of the Company and its stockholders. The Chairman of the Board and CEO positions may, but need not be, filled by the same individual. At this time, the offices of the Chairman of the Board and the CEO are not combined. If the offices were combined, the Board would appoint a lead independent director to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine.

Role of the Board in Risk Oversight

The Board is responsible for the oversight of risk, while management is responsible for the day-to-day management of risk. The Board, directly and through its committees, carries out its oversight role by regularly reviewing and discussing with management the risks inherent in the operation of our business and applicable risk mitigation efforts. Management meets regularly to discuss the Company’s business strategies, challenges, risks and opportunities and reviews those items with the Board at regularly scheduled meetings. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements, including whether the Company’s incentive compensation plans encourage excessive or inappropriate risk taking. The Audit Committee is responsible for overseeing our risk assessment and management processes related to, among other things, our financial reports and record-keeping, major litigation and financial risk exposures and the steps management has taken to monitor and control such exposures. The Nominating and Corporate Governance Committee is responsible for risk oversight associated with corporate governance practices and the composition of our Board and its committees.

Board Committees

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board are described below. Copies of the charters of the committees are available on the investor relations page of our website at https://5eadvancedmaterials.com/investors/corporate-governance/. The information in or accessible through our website is not incorporated into, and is not considered part of, this 10-K. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or appropriate from time to time.

The following table provides membership and meeting information for 2023 for each of these committees of our Board with directors marked with an asterisk (*) identified as committee chair:


Name	Audit	Nominating and Corporate Governance	Compensation
David Jay Salisbury	ü	ü
Stephen Hunt	ü
H. Keith Jennings	ü*		ü
Sen Ming (Jimmy) Lim
Graham van’t Hoff		ü*	ü*
Susan Brennan

Audit Committee

Messrs. Jennings, Hunt and Salisbury are the members of the Audit Committee. Mr. Jennings is the Chairman of the Audit Committee. Each proposed member of the Audit Committee qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. Our Board has determined that Mr. Jennings qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K, and that each of the members is able to read and understand fundamental financial statements, as defined under the rules of the Nasdaq.

Under its charter, the functions of the Audit Committee include, among other things:

•

the Company’s accounting and financial reporting processes and the integrity of its financial statements;

•

the audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s independent auditors;

•

the Company’s compliance with legal and regulatory requirements; and

•

the performance of the Company’s internal accounting controls, disclosure controls and procedures and internal control over financial reporting.

The Audit Committee held a total of 5 meetings during the fiscal year ended June 30, 2023. The meetings attended by each Director, and the number of meetings that they were each eligible to attend, is as follows:


Name	Meetings Attended	Eligible to Attend
David Jay Salisbury*	3	3
Stephen Hunt*	5	5
H. Keith Jennings*	3	3
Sen Ming (Jimmy) Lim	2	2

*current member

Compensation Committee

Messrs. van’t Hoff and Jennings are the members of the Compensation Committee. Mr. van’t Hoff is the Chairman of the Compensation Committee. All of the members of the Compensation Committee are independent directors and are considered to be a “non-employee director” under Rule 16b-3 of the Exchange Act.

Under its charter, the functions of the Compensation Committee include, among other things:

•

determine, or recommend to the Board for determination, the compensation of the Chief Executive Officer (the “CEO”) and all other executive officers (as defined herein) of the Company;

•

make recommendations to the Board with respect to (to the extent set forth in this charter or otherwise directed by the Board) compensation of the non-employee directors;

•

make recommendations to the Board with respect to incentive compensation plans and equity-based plans that are subject to Board approval;

•

exercise oversight with respect to the Company’s compensation philosophy, incentive compensation plans and equity-based plans covering executive officers and senior management;

•

review and discuss with management the Company’s Compensation Discussion & Analysis required by SEC rules to be included in the Company’s proxy statement and annual report on Form 10-K; and

•

produce the annual compensation committee report for inclusion in the Company’s proxy statement and annual report on Form 10-K.

The Compensation Committee charter also provides that the Compensation Committee shall have the sole authority to retain or obtain the advice of a compensation consultant, legal counsel or other adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser.

The Compensation Committee held a total of 4 meetings during the fiscal year ended June 30, 2023. The meetings attended by each Director, and the number of meetings that they were each eligible to attend, is as follows:


Name	Meetings Attended	Eligible to Attend
Graham van’t Hoff*	2	2
H. Keith Jennings*	2	2
David Jay Salisbury	2	2
Stephen Hunt	2	2

*current member

Nominating and Corporate Governance Committee

Messrs. Salisbury and van’t Hoff are members of the Nominating and Governance Committee. Mr. van’t Hoff is the Chairman of the Nominating and Corporate Governance Committee. All of the members of the Nominating and Governance Committee are independent directors.

Under its charter, the functions of the Nominating and Corporate Governance Committee include, among other things:

•

identify and recommend to the Board for selection the individuals qualified to serve on the Company’s Board (consistent with criteria that the Board has approved) either for election by stockholders at each meeting of stockholders at which directors are to be elected or for appointment to fill vacancies on the Board;

•

develop, recommend to the Board and assess corporate governance policies for the Company; and

•

oversee the evaluation of the Board.

The Nominating and Corporate Governance Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms.

The Nominating and Corporate Governance Committee meets periodically, and no less frequently than annually, to assess, develop and communicate with the full Board concerning the appropriate criteria for nominating and appointing directors, including the Board’s size and composition, corporate governance policies, applicable listing standards and laws, individual director performance, expertise, experience, qualifications, attributes, skills, tenure and willingness to serve actively, the number of other public and private Company Boards on which a director candidate serves, consideration of director nominees proposed or recommended by stockholders and related policies and procedures, and other appropriate factors. Whenever a new seat or a vacated seat on the Board is being filled, candidates that appear to best fit the needs of the Board and the Company will be identified, interviewed and evaluated by the Nominating and Corporate Governance Committee. Potential director candidates recommended by the Company’s management and stockholders are evaluated in the same manner as nominees identified by the Nominating and Corporate Governance Committee. Candidates selected by the Nominating and Corporate Governance Committee will then be recommended to the full Board.

The Nominating and Corporate Governance Committee held a total of 4 meetings during the fiscal year ended June 30, 2023. The meetings attended by each Director, and the number of meetings that they were each eligible to attend, is as follows:


Name	Meetings Attended	Eligible to Attend
David Jay Salisbury*	4	4
Graham van’t Hoff*	2	2
Sen Ming (Jimmy) Lim	2	2

*current member

Director Nominations by Stockholders

Nominations of persons for election to the Board may be made by any stockholder of the Company who is a stockholder of record and complies with the notice procedures set forth in the Bylaws, and such nominations must be accompanied by a written consent from the proposed nominee to be named as a nominee and to serve as a director if elected. All candidates, regardless of the source of their recommendation, are evaluated in the same manner as nominees identified by the Nominating and Corporate Governance Committee.

Election of Directors

We have voluntarily adopted a majority-voting standard for uncontested elections of directors. Our Bylaws provide that, unless otherwise required by law or our Certificate of Incorporation or Bylaws, the election of our directors will be decided by a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election, unless our Secretary determines that the number of nominees for director exceeds the number of directors to be elected, in which case directors will be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders held to elect directors and entitled to vote on such election of directors.

If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the nominee will not be elected. Our Nominating and Corporate Governance Committee has established procedures under which a director standing for reelection in an uncontested election must tender a resignation conditioned on the incumbent director’s failure to receive a majority of the votes cast. If an incumbent director who is standing for reelection does not receive a majority of the votes cast, the Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors must act on the committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The

director who fails to receive a majority vote is not permitted to participate in the committee’s recommendation or the Board of Directors’ decision.

Corporate Governance Guidelines and Code of Business Conduct

We have adopted Corporate Governance Guidelines and a written Code of Business Conduct, which are available on our website at https://5eadvancedmaterials.com/investors/corporate-governance/. The information in or accessible through our website is not incorporated into, and is not considered part of, this 10-K.

Our Corporate Governance Guidelines provide the framework for our corporate governance along with our Charter, Bylaws, committee charters and other key governance practices and policies. Our Corporate Governance Guidelines cover a wide range of subjects, including the conduct of Board meetings, independence and selection of directors, Board membership criteria, and Board committee composition.

Our Code of Business Conduct and Ethics is applicable to our directors, executive officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The Code of Business Conduct and Ethics codifies the business and ethical principles that govern all aspects of the Company’s business. Any waiver of this Code of conduct for any individual director or officer of our Company must be approved, if at all, by our board of directors. Any such waivers granted, as well as substantive amendments to this Code, will be publicly disclosed by appropriate means in compliance with applicable listing standards and SEC rules.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate with our Board or any individual director may send written communications to our Board or such director, care of 5E Advanced Materials, Inc., 9329 Mariposa Road, Suite 210, Hesperia, California, 92344, Attention: Corporate Secretary. Our Corporate Secretary shall initially review and compile all such communications and may summarize such communications prior to forwarding to the appropriate party. Our Secretary will not forward communications that are not relevant to the duties and responsibilities of the Board. The Board will generally respond, or cause the Company to respond, in writing to bona fide communications from stockholders addressed to one or more members of the Board.

Delinquent Section 16(a) Reports

The rules of the SEC require that the Company disclose late filings of reports of stock ownership (and changes in stock ownership) by its directors, executive officers, and beneficial owners of more than ten percent of the Company’s stock. The Company has undertaken responsibility for preparing and filing the stock ownership forms required under Section 16(a) of the Securities and Exchange Act of 1934, as amended, on behalf of its officers and directors. Based upon a review of forms filed and information provided by the Company’s officers and directors, we believe that all Section 16(a) reporting requirements were met during fiscal year 2023, except for the following (i) each member of the Board of Directors have not filed a Form 4 with respect to their director grants received on June 29, 2022 and July 1, 2022; and (ii) each executive officer has not filed a Form 4 with respect to their employee grants received on May 9, 2022, June 29, 2022, August 15, 2022, and September 1, 2022. These late filings are not due to the fault of any of the individuals above.

Australian Corporate Governance Statement

The Board is committed to complying with the highest standards of corporate governance to ensure that all of its business activities are conducted fairly, honestly and with integrity in compliance with all applicable laws. The Board considers that the Company’s corporate governance framework is generally consistent with the 4th Edition of the Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council (“ASX Principles and Recommendations”).

The Company has prepared a Corporate Governance Statement to explain how it complies with the ASX Principles and Recommendations on an “if not, why not” basis. Where the Company’s practices depart from a recommendation, the Company discloses the departure along with the reasons for adopting an alternate practice.

The Corporate Governance Statement is available on our website at https://5eadvancedmaterials.com/investors/corporate-governance/

Item 11. Executive Compensation

Introduction and Named Executive Officers

During fiscal year 2023, our named executive officers or “NEOs” were:


Name	Age	Position
Susan Brennan(1)	61	President, Chief Executive Officer and Director
Henri Tausch(2)	58	Former Chief Executive Officer and Director
Anthony Hall(3)	48	Performed the functions of Principal Executive Officer
Paul Weibel, CPA(4)	39	Chief Financial Officer, Treasurer and Corporate Secretary
Dinakar Gnanamgari(5)	40	Former Chief Commercial Officer

(1)

On March 21, 2023, the Board appointed Susan Brennan as Chief Executive Officer effective April 24, 2023.

(2)

On September 28, 2022, the Board accepted the resignation of Henri Tausch as President and Chief Executive Officer and as a member of the Board, effective as of October 31, 2022.

(3)

On October 1, 2022, the Board engaged the services of Anthony Hall to perform the functions of the Company’s Principal Executive Officer until the appointment of Susan Brennan.

(4)

Paul Weibel was appointed Corporate Secretary in June 2023.

(5)

On May 12, 2023, Dinakar left the Company as part of cost cutting measures.

Summary Compensation Table


	Fiscal Year Ended June 30,	Salary ($)		Bonus ($)			Stock Awards(1) ($)		Option Awards(2) ($)		All Other Compensation ($)			Total ($)
Susan Brennan	2023		96,154		—	(8)		1,000,000		1,480,000		—			2,576,154
Henri Tausch	2023		196,250		—			—		—		914,191	(3)		1,110,441
	2022		351,000		278,582			79,174		2,478,908		19,554	(4)		3,207,218
Anthony Hall	2023		—		—			—		—		286,776	(5)		286,776
Paul Weibel	2023		297,033		—	(8)		221,993		—		77,510	(6)		596,536
	2022		245,192		80,831			22,564		1,564,384		46,936	(6)		1,959,907
Dinakar Gnanamgari	2023		274,598		—			124,591		—		98,181	(7)		497,370
	2022		250,961		100,000			22,564		1,173,907		12,298	(4)		1,559,730

(1)

The amounts reported in this column represent the aggregate grant-date fair value of stock awards granted in the relevant year compiled in accordance with FASB Topic 718, excluding forfeiture estimates. Stock Awards comprise Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”). For additional details regarding Stock Awards, see “—Outstanding Equity Awards at Fiscal Year End” below. Based on a probability analysis, no value was reported for the 2022 PSUs granted.

(2)

The amounts reported in this column represent the aggregate grant-date fair value of option awards granted in the relevant year compiled in accordance with FASB Topic 718, excluding forfeiture estimates. For additional information regarding the valuation assumptions used to determine the grant-date fair value of option awards in this column, see footnote 12 to our consolidated financial statements in Item 8 of this Form 10K. For additional details regarding Option Awards, see “—Outstanding Equity Awards at Fiscal Year End” below.

(3)

Amount reflects $881.7 thousand in severance and $32.4 thousand in employer match contributions under our 401(k) plan.

(4)

These amounts reflect employer match contributions under our 401(k) plan.

(5)

Amount reflects amounts paid to Mr. Hall as compensation for performing the functions of the Company's Principal Executive Officer from October 2022 through April 2023.

(6)

Amounts reflect $60 thousand and $35 thousand paid to Mr. Weibel during 2023 and 2022, respectively as reimbursement for relocation costs. The remaining amounts in both years reflect employer match contributions under our 401(k) plan.

(7)

Amount reflects $91.7 thousand paid as severance to Mr. Gnanamgari and $6.5 thousand in employer match contributions under our 401(k) plan.

(8)

The Company's Compensation Committee approved fiscal year 2023 bonuses for Susan Brennan and Paul Weibel in the amount of $80,000 and $95,000, respectively. The amounts are contingent upon the closing of an equity financing.

Employment Agreements

We had employment agreements with each of the above NEOs.

Susan Brennan

Under the terms of Ms. Brennan’s employment agreement, Ms. Brennan will receive a base salary of $500,000 per year and was eligible to earn a target bonus opportunity of eighty percent (80%) of her annual base salary. She received an annual equity award for fiscal year 2023 with a value equivalent to $1.0 million, which consisted of 117,925 restricted share units (“RSUs”) and 117,925 performance share units (“PSUs”). Ms. Brennan also received an additional one-time sign-on bonus of 400,000 stock options having a per share exercise price of $7.73.

Ms. Brennan’s Employment Agreement provides severance benefits to her if her employment is terminated by the Company for reasons other than for cause, or by Ms. Brennan for good reasons (as each term is defined in the employment agreement). However, if such termination is within three months prior to or within 12 months immediately after a change in control of the Company (the “Change in Control Period”), Ms. Brennan would receive a higher level of severance benefits. Severance benefits under the Employment Agreement and in connection with a change of control are “double trigger” and any payments under the Employment Agreement are subject to Ms. Brennan’s execution of a general release in favor of the Company and its affiliates, and their respective officers and directors, as well as compliance with a perpetual confidentiality obligation, a non-disparagement obligation, a covenant not to compete, and a covenant not to solicit the Company’s customers or employees during employment and for 18 months following any termination of employment. Finally, pursuant to the terms of the equity awards Ms. Brennan receives under the Equity Compensation Plan, if Ms. Brennan is terminated by the Company for reasons other than for cause, by her for good reason, or by reason of her death or disability, she may be entitled to accelerated vesting, and/or pro-rated vesting, for certain of her equity or equity-linked awards, depending on whether the termination is during a Change in Control Period.

Paul Weibel

Under the terms of Mr. Weibel's employment agreement, Mr. Weibel’s salary in fiscal year 2023 was $300,000. Mr. Weibel is eligible to earn an annual bonus of up to 80% of his then-in-effect base salary (on target performance would result in a bonus payment equal to 40% of Mr. Weibel’s then-in-effect base salary). During the year ended June 30, 2022, Mr. Weibel received options to purchase 250,000 common shares in our stock with a weighted average per-share exercise price equal to $16.08 and vest in accordance with the terms of each award (see footnote (4) to table below), subject to his continued employment. Mr. Weibel’s retirement benefits are paid in accordance with 401(k) requirements. Mr. Weibel’s Employment Agreement provides severance benefits to him if his employment is terminated by the Company for reasons other than for cause. Severance benefits under the Employment Agreement, which include six months of annual base pay, six months COBRA coverage and the continued vesting of outstanding equity based compensation awards, are subject to Mr. Weibel’s execution of a general release as well as compliance with a perpetual confidentiality obligation.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards held by our directors and NEOs as of June 30, 2023.


	Option Awards								Stock Awards
Named	Number of Common Stock Underlying Unexercised Options (#) Exercisable		Number of Common Stock Underling Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units That Have Not Vested (#)			Market Value of Shares of Units of Stock That Have Not Vested ($)(7)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(8)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(7)
Named Executive Officers
Susan Brennan		—		400,000	(1)		7.73	4/24/2033		117,925	(3)		386,794		117,925		386,794
Paul Weibel		100,000		150,000	(2)		16.08	10/1/2025		11,041	(4)		36,214		7,976		26,161

Directors
David Salisbury		200,000		—			6.58	7/6/2024		19,736	(5)		64,734	—		—
Stephen Hunt		—		—			—	—		12,379	(5)		40,603	—		—
Sen Ming (Jimmy) Lim		—		—			—	—		11,087	(5)		36,365	—		—
H. Keith Jennings		—		—			—	—		9,889	(6)		32,436	—		—
Graham Van’t Hoff		—		—			—	—		8,479	(6)		27,811	—		—

(1)

Options vest cliff vest on April 24, 2026.

(2)

133,333 options vest in equal annual installments on each of November 29, 2023 and 2024 and 16,667 options vest on May 18, 2024.

(3)

RSUs vest, subject to continued employment, in equal annual installments on each of April 24, 2024, 2025 and 2026.

(4)

1,851 RSUs vest, subject to continued employment, 40% on June 29, 2024, and 60% on June 29, 2025 and 9,190 RSUs vest in equal annual installments on each of September 1, 2023, 2024 and 2025

(5)

3,701 DSUs vest on the date of the second annual meeting of stockholders after the date of grant and the remaining RSUs vest on July 31, 2023.

(6)

DSUs/RSUs vest on July 1, 2023.

(7)

The value of each stock award is based on the target number of shares of Common Stock into which such stock award may convert and the closing price of our Common Stock on June 30, 2023.

(8)

PSUs cliff vest, subject to continued employment, on the third anniversary of the grant date, subject to achievement of performance objectives.

2022 Equity Compensation Plan

We have adopted the 5E Advanced Materials, Inc. 2022 Equity Compensation Plan for purposes of granting options in us and other awards based on our shares to employees and other service providers of ours. The following is a summary of the principal terms of the Incentive Plan, which is qualified in its entirety by reference to the full text of the Incentive Plan, which is filed as an exhibit hereto and incorporated herein by reference.

Purpose of the Plan

The purpose of the Incentive Plan is to promote our financial interests by providing a means through which our current and prospective directors, officers, key employees, and consultants can be retained and motivated through acquiring an equity interest in us or be paid incentive compensation in the form of our Common Stock.

Administration of the Plan

The Incentive Plan is administered by the Board of Directors or, to the extent it has delegated its authority under the Incentive Plan, the Compensation Committee of the Board (or such other committee of the Board) (the “Administrator”). The Compensation Committee comprises “nonemployee directors” for purposes of Rule 16b-3 under the Exchange Act. The Administrator has the power in its discretion to grant awards under the Incentive Plan, to designate the eligible participants, to determine the terms and conditions of such awards, to construe and interpret the provisions of the Incentive Plan, and to make any other determination and take any other action as it deems necessary or desirable for the administration of the Incentive Plan and to protect our interests, among other authority provided under the Incentive Plan.

Number of Authorized Shares

The aggregate number of shares of Common Stock that may be issued or transferred pursuant to awards granted under the Incentive Plan may not exceed 2,500,000 shares of Common Stock. The number of shares that may be issued to any individual under the Incentive Plan (when combined with all of our other securities-based arrangements, as applicable) may not exceed 2% our outstanding number of issued shares from time to time.

The maximum number of shares subject to awards granted during a single fiscal year to any nonemployee director, taken together with any cash fees paid to such nonemployee director during the fiscal year, may not exceed $750,000 in total value (calculating the value of any such awards based on the grant-date fair value of such awards for financial-reporting purposes).

In the event of certain changes in our capitalization, the Administrator will adjust the number, class and type of securities available for issuance under the Incentive Plan and all awards shall be adjusted in accordance with certain tax requirements. Except as described below, shares subject to an award under the Incentive Plan that are terminated, canceled, or forfeited will be available for subsequent awards under the Incentive Plan. Shares withheld in payment of the exercise price of an option or withholding taxes related to an award will be returned to the Incentive Plan share reserve for future grants of awards under the Incentive Plan and will not reduce the Incentive Plan Share Reserve. To the extent an award under the Incentive Plan is paid out in cash rather than Shares, such cash payment will not reduce the number of Shares available for issuance under the Incentive Plan Share Reserve.

Eligibility and Participation

Eligibility to participate in the Incentive Plan is generally limited to our employees, consultants, directors, and officers or those of any of our affiliates.

Types of Awards under the Incentive Plan

The Incentive Plan authorizes the Administrator to grant awards, individually or collectively, to recipients in any of the following forms, subject to such terms, conditions, and provisions as the Administrator may determine to be necessary or desirable:

•

nonqualified stock options (“NSOs”);

•

restricted share units (“RSUs”);

•

performance share units (“PSUs”);

•

director share units (“DSUs”);

•

performance cash units (“PCUs”); and

•

other equity-based awards.

Term of Awards

The term of each award will be determined by the Administrator and stated in the award agreement. In the case of an option, the term may not exceed 10 years from the grant date or such shorter term as may be provided in the award agreement.

Options

Stock options entitle the option holder to purchase shares at a price established by the Administrator. The Administrator will determine the terms of the options, including the vesting and other conditions that must be satisfied for the vesting and exercisability of such awards.

Exercise Price

The Administrator will determine the exercise price of each option at the date of grant, which price may not be less than 100% of the fair market value of the underlying Shares on the date of grant. The Incentive Plan prohibits the reduction of the exercise price of options without stockholder approval, other than in connection with a change in our capitalization.

Exercise of Options

An option holder may exercise his or her Options by delivering notice of the number of Options that are being exercised accompanied by payment in full of the applicable exercise price, in such form and pursuant to such procedures as we may designate from time to time, and may consist of any consideration and method of payment authorized by the Board and permitted by the award agreement and the Incentive Plan.

Separation from Service

In the event that an Incentive Plan participant’s service with us ceases during the vesting period, any unvested options, RSUs, PSUs, and PCUs held by the participant shall expire and be forfeited immediately; provided, however, that the Administrator shall have the absolute discretion to accelerate the vesting of such awards. In respect of options, except as otherwise provided in an award agreement, vested options must be exercised in accordance with the terms of the Incentive Plan by the earlier of the first anniversary date of the termination of service and the expiry date of the option. In respect of PSUs and PCUs, should the Administrator choose to accelerate vesting of PSUs or PCUs, performance-vesting conditions will be waived. In respect of DSUs, all unvested DSUs will

automatically vest on the first business day following the date the individual ceases to hold any directorship with us or one of our affiliates.

Stock Awards

Stock awards, including RSUs, PSUs, DSUs, and other types of awards deriving their value from the Shares, may be granted under the Incentive Plan. These stock awards may be denominated in Shares or units payable in Shares (e.g., RSUs) and may be settled in cash, Shares, or a combination of cash and Shares. Dividend equivalent rights, which represent a right to receive the equivalent value of dividends paid on Shares, may be granted in connection with DSUs. The Administrator will determine the terms of stock awards, including the vesting and other conditions that must be satisfied for the vesting of such awards.

Tax Withholding

The Administrator may require a recipient to remit and will have the right to deduct or withhold an amount sufficient to satisfy applicable withholding tax requirements with respect to any award granted under the Incentive Plan.

Change in Control

The effect, if any, of certain transactions described in the Incentive Plan constituting a change in control of us on any awards outstanding at the time immediately prior to such change in control will be specifically set forth in the corresponding award agreement, or if no such treatment is specified, then such outstanding awards shall be subject to any agreement of purchase, merger, or reorganization that effects such change in control, which agreement shall provide for treatment of such awards.

Termination and Amendment of the Incentive Plan

The Board or the Committee may amend, suspend, or terminate the Incentive Plan or any award at any time, subject to any required shareholder approval and any required consent from participants to the extent required under the Incentive Plan or by applicable law.

Term of Plan

The Incentive Plan became effective on the date of our admission to, and the listing of shares for trading on, Nasdaq, and will continue in effect until terminated through a resolution by the Board, provided that the termination of the Incentive Plan will not affect awards then outstanding, and the terms and conditions of the Incentive Plan shall continue to apply to such awards.

Retirement Plan and Employee Benefits

We sponsor a 401(k)plan covering substantially all of our employees, including our NEOs. Employees become eligible to participate in the plan upon completing three months of service and attainment of age 21. Eligible employees may elect to make either pretax or Roth contributions to the plan, subject to limitations set forth in the plan and the Code. We may make safe-harbor matching contributions equal to 100% of the first 4% of employees’ eligible earnings and an additional 50% on the next 2% of employees’ eligible earnings. We may also make discretionary profit-sharing contributions.

Compensation of Directors

The following table sets forth the compensation earned by our directors during the year ended June 30, 2023.


Name	Fees earned or paid in cash ($)		Stock awards ($)			Total ($)
David Salisbury		128,000		106,445	(1)		234,445
Stephen Hunt		70,304		60,887	(2)		131,191
Sen Ming (Jimmy) Lim		60,717		54,607	(3)		115,324
H. Keith Jennings		60,012		59,549	(4)		119,561
Graham Van’t Hoff		132,189		27,811	(5)		160,000

(1) 16,035 RSUs

(2) 8,678 RSUs

(3) 7,386 RSUs

(4) 8,676 RSUs, 1,213 DSUs

(5) 8,479 RSUs

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information with respect to beneficial ownership of the Company’s Common Stock as of October 27, 2023, by each person, or group of affiliated persons, known to the Company to own beneficially more than 5% of the Company’s outstanding Common Stock, each director and director nominee, each named executive officer, and all the executive officers and directors of the Company as a group. Unless otherwise indicated in the footnotes to the table, the address of each such person is care of the Company, 9329 Mariposa Road, Suite 210, Hesperia, California 92344.

Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. Shares of Common Stock subject to options currently exercisable or exercisable within 60 days of October 27, 2022, are deemed outstanding for purposes of computing the percentage beneficially owned by such holder, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as otherwise indicated, the Company believes that the beneficial owners of the Common Stock listed below, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable, and that there are no other affiliations among the stockholders listed in the table. The percentage for each beneficial owner is calculated based on (i) the aggregate number of shares reported to be owned by such group or individual and (ii) the aggregate number of shares of Common Stock outstanding as of October 26, 2023 was 44,237,054.


Name	Shares of Common Stock Owned(1)		Right to Acquire Beneficial Ownership in Number of Common Stock(2)		Total Common Stock Beneficially Owned		Percent of Outstanding Common Stock(1)(2)
Executive Officers
Susan Brennan		—		—		—	*
Paul Weibel		—		169,730		169,730	*
Directors
David Salisbury		17,387		200,000		217,387	*
Stephen Hunt(3)		145,131		—		145,131	*
H. Keith Jennings		6,229		—		6,229	*
Sen Ming (Jimmy) Lim(4)		5,135,189		—		5,135,189		11.61	%
Graham van’t Hoff		9,591		—		9,591	*
All directors and named executive officers as a group (seven persons)		5,313,527		369,730		5,683,257		12.85	%

*Represents beneficial ownership of less than 1% of the outstanding shares of our Common Stock.


(1)	Includes shares of Common Stock that may be represented by CDIs.


(2)	Includes Common Stock that may be acquired through the exercise of stock options that are currently exercisable or will be exercisable within 60 days of October 26, 2023.


(3)	Includes 82,797 shares of our Common Stock held by Mr. Hunt individually, 20,834 shares of our Common Stock held in Mr. Hunt’s superannuation fund, and 41,500 shares of our Common Stock held by Minerals and Metals Pty Ltd., a corporation of which Mr. Hunt is the sole stockholder and director.


(4)	These shares are owned by Virtova Capital Management Limited. Director Sen Ming (Jimmy) Lim is the sole stockholder of Virtova Capital Management Limited and, as such, may be deemed to be the beneficial owner of the shares held by Virtova Capital Management Limited.

Shares Owned by Certain Beneficial Holders

The amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

The following table sets forth the information for each person deemed to beneficially own 5% or more of our outstanding Common Stock, based on information regarding the beneficial ownership of Common Stock available to us as of October 27, 2023. The table

also sets out the names of all persons (of which the Company is aware) who are substantial holders in the Company within the meaning of section 671B of the Corporations Act and the number of Shares in which each substantial holder has an interest.


Name and Address of Beneficial Owner	Number of Shares		Percentage of Outstanding Common Stock(1)
Virtova Capital Management Limited(2)		5,128,206		11.59	%
Room 1104, Crawford House, 70 Queen’s Road Central
Central, Hong Kong, SAR
Atlas Precious Metals Inc.(3)		4,092,000		9.25	%
100 King Street, W#1600
Toronto, Ontario, M5X1G5, Canada
Mayfair Ventures Pte Ltd(4)		3,563,954		8.06	%
62 Ubi Road 1,
02-01 Oxley Bizhub 2, Singapore, 408734
BEP Special Situations IV LLC(5)		3,611,438		8.16	%
300 Crescent Court, Suite 1860
Dallas, TX 75201

(1)

Includes shares of Common Stock represented by CDIs. Shares of Common Stock that BEP Special Situations IV LLC may acquire through conversion of the Convertible Notes are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person.

(2)

Director Sen Ming (Jimmy) Lim is the sole stockholder of Virtova Capital Management Limited and, as such, may be deemed to be the beneficial owner of the shares held by Virtova Capital Management Limited.

(3)

Eileen Shipes is the trustee and The Harold Roy Shipes and Eileen Anne Shipes Revocable Trust is the controlling stockholder of Atlas Precious Metals Inc. and, as such, may be deemed to be the beneficial owner of the shares held by Atlas Precious Metals Inc.

(4)

Chow Woei Horng is the sole stockholder of Mayfair Ventures Pte Ltd. and, as such, may be deemed to be the beneficial owner of the shares held by Mayfair Ventures Pte Ltd.

(5)

BEP Special Situations IV LLC (“BEP SS IV”) directly holds the Convertible Notes, which are convertible pursuant to the Note Purchase Agreement into 3,409,091 shares of Common Stock. Bluescape Energy Partners IV GP LLC (“Bluescape GP”) is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP., which wholly owns BEP SS IV. As such, Bluescape GP may be deemed to have beneficial ownership of the securities directly held by BEP SS IV. The foregoing information is derived from the Schedule 13G filing of BEP SS IV and Bluescape GP dated August 26, 2022.

Australian Disclosure Requirements

In addition to the Company’s primary NASDAQ listing, the Company's Common Stock is also quoted in the form of CDIs on the ASX and trade under the code “5EA”. As part of our ASX listing, we are required to comply with certain of the disclosure and other obligations set out in the ASX Listing Rules. The following information is provided in accordance with the requirements of the ASX and the ASX Listing Rules (where that information has not been provided elsewhere in this Annual Report).

Place of Incorporation and Restrictions on the Acquisition of Securities

The Company is incorporated in the State of Delaware in the United States of America and is registered as a foreign company in Australia under the Corporations Act (ARBN 665 137 170). As a foreign company, the Company is not subject to Chapters 6, 6A, 6B or 6C of the Corporations Act (dealing with the acquisition of its shares, including substantial holdings and takeovers).

Under the Delaware General Corporation Law, shares in the Company are generally freely transferable. Transfers may, however, be subject to restrictions imposed by United States federal or state securities laws, by the Company’s certificate of incorporation or bylaws, or by an agreement signed with the holders of shares on issue.

The Company’s certificate of incorporation and bylaws do not impose any specific restrictions on the transfer of the Company’s shares. Transfers of the Company’s shares will be made only on the transfer books of the Company or by a transfer agent designated to transfer the Company’s shares.

Repurchases of the Company’s securities are governed by the safe harbor provisions set forth in Rule 10B-18 of the Securities Exchange Act of 1934. However, provisions of the Delaware General Corporation Law, the Company’s certificate of incorporation and the Company’s bylaws could make it more difficult to acquire the Company by means of a tender offer (takeover), a proxy contest or otherwise, or to remove incumbent officers and directors of the Company. These provisions could discourage certain types of

coercive takeover practices and takeover bids that the Company’s board may consider inadequate and encourage persons seeking to acquire control of the Company to first negotiate with the Board.

Issued Capital

As of July 31, 2023, the Company had 44,218,406 shares of Common Stock on issue, of which:

•

14,017,918 shares of Common Stock were held by 20 stockholders, and quoted on NASDAQ. (Note: The actual
number of stockholders is greater than this number and includes holders who are beneficial owners, but whose
shares are held in street name by brokers and other nominees. The number of active holders of record also do
not include holders whose shares may be held in trust by other entities.); AND

•

30,200,488 shares of Common Stock were held by CHESS Depositary Nominees Pty Ltd (as Depositary Nominee) on behalf of 3,991 CDI holders, representing 302,004,880 CDIs quoted on ASX.

In addition, as of July 31, 2023, the Company had the following unquoted securities on issue which entitle the holder (upon vesting) to be issued Common Stock:

•

4,187,333 unquoted options, held by 25 option holders;

•

11,103 Director Share Units, held by 3 directors of the Company pursuant to the Company’s 2022 Equity Compensation Plan;

•

148,248 Restricted Share Units, held by 12 employees and directors of the Company pursuant to the Company’s 2022 Equity Compensation Plan;

•

139,184 Performance Share Units, held by 12 employees and directors of the Company pursuant to the Company’s 2022 Equity Compensation Plan; and

•

60,000 Convertible Notes held by Bluescape pursuant to the Convertible Note Purchase Agreement.

Voting Rights

Each holder of Common Stock is entitled to one vote per Common Stock held. Holders of CDIs are entitled to receive notice of, and to attend as guests (but not vote at) meetings of stockholders. Holders of CDIs are the beneficial owner of one share of Common Stock for every 10 CDIs held. The Depositary Nominee (or its custodian) is the legal holder of the Common Stock underlying the CDIs.

As the beneficial owners, holders of CDIs may:

•

direct the Depositary Nominee (or its custodian) how to vote the Common Stock represented by their CDIs by completing the CDI Voting Instruction Form that accompanies the relevant notice of meeting or proxy statement; or

•

appoint themselves (or another person) to be the Depositary Nominee’s proxy with respect to the Common Stock represented by their CDIs for the purposes of attending and voting at the meeting by completing the CDI Voting Instruction Form that accompanies the relevant notice of meeting or proxy statement.

Alternatively, holders of CDIs can elect to convert their CDIs into Common Stock and vote those Common Stock at the meeting. Such conversion must be completed prior to the record date fixed by the Company for determining the entitlement of stockholders to attend and vote at the meeting.

Options, Restricted Share Units, Performance Share Units, Director Share Units and Convertible Notes do not carry voting rights.

Distribution of CDI Holders

Below is a distribution schedule of the number of holders of CDI’s, at July 31, 2023 and assuming all shares of Common Stock are held as CDIs.


	Number of Holders		Number of CDIs
1-1,000		776		389,941
1,001-5,000		1,205		3,333,190
5,001-10,000		540		4,204,189
10,001-100,000		1,172		41,429,586
100,001 and over		298		252,647,974
		3,991		302,004,880

The number of stockholders and/or CDI holders who hold less than a marketable parcel of securities (where a “marketable parcel” is a parcel of securities worth at least A$500, pursuant to the ASX Operating Rules) was 94, based on the closing price of the Company’s common stock and CDIs as of July 31, 2023.

Twenty Largest CDI Holders

Below are details of the 20 largest holders of CDIs, and the number and percentage of issued CDIS held by those holders, as at July 31, 2023 and assuming all shares of Common Stock are held as CDIs.


	Name	Number of CDIs Held(1)		Percentage of CDIs
1	Virtova Capital Management Limited		51,282,060		17.0	%
2	Mayfair Ventures Pte Ltd		35,639,540		11.8	%
3	Citicorp Nominees Pty Limited		19,865,507		6.6	%
4	Hsbc Custody Nominees (Australia) Limited		12,244,547		4.1	%
5	Hsbc Custody Nominees (Australia) Limited - A/C 2		8,047,103		2.7	%
6	J P Morgan Nominees Australia Pty Limited		5,693,178		1.9	%
7	Mr Daniel Eddington + Mrs Julie Eddington <Dj Holdings A/C>		5,433,880		1.8	%
8	Bring On Retirement Ltd		5,065,479		1.7	%
9	Mr Zachary Purton		4,085,000		1.4	%
10	Bnp Paribas Nominees Pty Ltd <Ib Au Noms Retailclient Drp>		3,797,968		1.3	%
11	Jawaf Enterprises Pty Ltd <Hall Family A/C>		3,575,000		1.2	%
12	Bnp Paribas Noms Pty Ltd <Drp>		2,791,286		0.9	%
13	Allen Group Holdings Pty Ltd		2,510,000		0.8	%
14	E & E Hall Pty Ltd <E & E Hall P/L S/F A/C>		2,318,957		0.8	%
15	Northmead Holdings Pty Ltd <The Greenwell Family A/C>		2,000,000		0.7	%
16	Mr Aaron Dean Bertolatti <Bertolatti Family A/C>		1,811,000		0.6	%
17	Rda Asset Management Limited		1,598,000		0.5	%
18	Scor Go Luath Limited		1,594,000		0.5	%
19	Viewade Pty Limited <Oliver Super Fund A/C>		1,466,670		0.5	%
20	Hylec Investments Pty Limited <Hylec Controls P/L S/F A/C>		1,311,670		0.4	%

(1)

Including shares of Common Stock represented as though they were held as CDIs (with 10 CDIs representing a beneficial ownership interest in 1 share of Common Stock).

Additional Information

Paul Weibel is the Company’s corporate secretary.

Our principal executive office in the United States is 9329 Mariposa Road, Suite 210, Hesperia, California, 92344 (telephone: +1 442 221 0225). Our registered office in the United States is 1209 Orange Street, Wilmington, Delaware, 19801.

Our registered office in Australia is c/o American Pacific Borates Pty Ltd, Level 12, 197 St George’s Terrace, Perth WA 6000 (telephone: +61 8 6141 3145).

Registers of our securities are held as follows:

•

For CDIs in Australia: Computershare Investor Services Pty Limited, Level 12, 197 St George’s Terrace, Perth WA 6000. Investor Enquiries: + 61 8 9323 2000 (within Australia) or +61 3 9415 4000 (outside Australia).

•

For Common Stock in the United States: Computershare Trust Company N.A., 250 Royall Street, Canton MA 02021. Telephone: +1 781 575 3100.

There is no current on-market buy-back of the Company’s securities.

The Company does not have any restricted securities on issue, or securities subject to voluntary escrow.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The Company’s Audit Committee charter requires that the Audit Committee review and approve or disapprove all related person transactions that are required to be disclosed by Item 404 of Regulation S-K. The Company reviews all relationships and transactions reported to it in which the Company and our directors and executive officers or their immediate family members or any person who is known by the Company to be the beneficial owner of more than five percent (5%) of our voting stock are participants to determine whether such persons have a direct or indirect material interest. The Company’s management is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction.

Our Board of Directors has adopted a policy regarding transactions affecting director independence as part of a comprehensive governance program. This policy regarding transactions between us or any of our affiliates and our directors, officers, and employees is set forth in writing in our Corporate Governance Guideline and our Code of Business Conduct. These documents are available on our website. The Board of Directors believes these documents promote the effective functioning of the Board, its committees, and management. Accordingly, they are periodically reviewed and revised, as appropriate.

Since the beginning of our last fiscal year, there have been no transactions, and there currently are no proposed transactions, in which we are to be a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 and one percent (1%) of the average of our total assets as of the end of last three completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our Common Stock, or an immediate family member of any of those persons.

Item 14. Principal Accountant Fees and Services

Fees billed by PricewaterhouseCoopers LLP and BDO USA LLP for the fiscal years ended June 30, 2023 and 2022, respectively, are as follows:


	2023		2022
Audit fees	$	629,080	$	472,100
Audit-related fees		—		—
Tax fees		—		14,495
All other fees		2,900		—
Total fees	$	631,980	$	486,595

Audit fees for the year ended June 30, 2023 include $629,080 paid to PricewaterhouseCoopers LLP for the audit of the Company’s year-end financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, consents, and other items related to SEC matters.

Audit fees for the year ended June 30, 2022 include amounts paid to BDO for the audit of the Company’s year-end financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, professional services rendered in connection with certain Form S-1 and S-8 registration statements and other items related to SEC matters. There were no other audit-related fees, tax fees, or any other fees billed by BDO during the year ended June 30, 2022.

Pre-Approval Policies and Procedures

Under the Sarbanes-Oxley Act of 2002, as amended, all audit and non-audit services performed by our auditors must be approved in advanced by our board of directors to assure that such services do not impair the auditors’ independence from us. In accordance with its policies and procedures, our board of directors pre-approved the audit services performed by PricewaterhouseCoopers and BDO as of and for the year ended June 30, 2023.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) and (2) Financial Statements; Financial Statement Schedules

Our consolidated financial statements as of and for the years ended June 30, 2023 and 2022, together with the notes thereto, and the reports of our independent registered public accounting firms PricewaterhouseCoopers, LLP (PCAOB ID 238, Denver, Colorado) dated August 30, 2023 and BDO USA, LLP (PCAOB ID 243, Spokane, Washington) dated September 28, 2022 thereon, are presented in “Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K filed August 30, 2023.

Financial Statement Schedules

Financial statement schedules listed under SEC rules but not included in this report are omitted because they are not applicable or the required information is provided in the notes to our consolidated financial statements.

Exhibits

(a)(3) Exhibits

The following documents are filed as exhibits hereto:


Exhibit Number	Exhibit Title

2.1#*	Scheme Implementation Agreement dated as of October 11, 2021 between American Pacific Borates Limited and 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022)

3.1*	Certificate of Incorporation of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022)

3.2*	Amended and Restated Bylaws of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022)

4.1*	Description of Registrant’s Securities

10.1+*	5E Advanced Materials, Inc. 2022 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022)

10.2*	Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022)

10.3+*	Brennan Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2023)

10.4+*	Offer Letter from Fort Cady (California) Corporation to Mr. Weibel

10.5+*	Offer Letter from 5E Advanced Materials, Inc. to Mr. van't Hoff (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on October 25, 2022)

10.6+*	Promotion Letter from Fort Cady (California) Corporation to Mr. Weibel

10.7*	Letter dated November 4, 2021 by 5E Advanced Materials, Inc. to ASX Limited regarding acknowledgment of CHESS Depositary Nominee (CDN) Function

10.8+*	Offer Letter from 5E Advanced Materials, Inc. to Mr. Jennings (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 25, 2022).

10.9+*	Offer Letter from 5E Advanced Materials, Inc. to Mr. Hunt

10.10+*	Offer Letter from 5E Advanced Materials, Inc. to Mr. Lim

10.11+*	Offer Letter from 5E Advanced Materials, Inc. to Mr. Salisbury

10.12*	Convertible Note Purchase Agreement dated August 11, 2022

10.13*	Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2022)
10.14+*	Addendum to Offer Letter from Fort Cady (California) Corporation to Mr. Weibel (as amended by Promotion Letter from Fort Cady (California) Corporation to Mr. Weibel)
14.1**	Code of Business Conduct and Ethics
16.1*	Letter from BDO USA, LLP to the SEC, dated October 3, 2022 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2022).

21.1*	Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022)
23.1**	Consent of Barr Engineering Co.
23.2**	Consent of Mike Rockandel Consulting LLC
23.3**	Consent of Louis Fourie, P. Geo., Principal, Terra Modeling Services
23.4**	Consent of Mathew Banta, PH, Principal, Confluence Water Resources LLC
23.5**	Consent of Escalante Geological Services LLC


Exhibit Number	Exhibit Title
23.6**	Consent of Paul Weibel, CPA, Chief Financial Officer, 5E Advanced Materials, Inc.
23.7*	Consent of BDO USA, P.C.
23.8*	Consent of PricewaterhouseCoopers, LLP

31.1**	Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2**	Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1*	Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

32.2*	Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

96.1*	Initial Assessment Report (October 2023)

104**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

# Schedules have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

+ Management contract or compensatory plan, contract or arrangement.

* Previously filed.

** Furnished herewith

Item 16. Form 10–K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


5E ADVANCED MATERIALS, INC.

By:	/s/ Paul Weibel
	Paul Weibel
	Chief Financial Officer (Principal Financial and Accounting Officer)

Date: October 27, 2023

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of 5E Advanced Materials, Inc. hereby severally constitute and appoint Paul Weibel, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for her or him and in her or his name, place and stead, and in any and all capacities, to sign any and all amendments to this Form 10-K/A, and generally to do all things in our names and on our behalf in such capacities to enable 5E Advanced Materials, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all the requirements of the Securities Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Capacity	Date

/s/ Paul Weibel, Attorney-in-Fact Susan S. Brennan	Chief Executive Officer and Director (Principal Executive Officer)	October 27, 2023

/s/ Paul Weibel Paul Weibel	Chief Financial Officer (Principal Financial and Accounting Officer)	October 27, 2023

/s/ Paul Weibel, Attorney-in-Fact David Salisbury	Chairman of the Board	October 27, 2023

/s/ Paul Weibel, Attorney-in-Fact Stephen Hunt	Director	October 27, 2023

/s/ Paul Weibel, Attorney-in-Fact Sen Ming Lim	Director	October 27, 2023

/s/ Paul Weibel, Attorney-in-Fact	Director	October 27, 2023
H. Keith Jennings

/s/ Paul Weibel, Attorney-in-Fact	Director	October 27, 2023
Graham van’t Hoff