{"url_path":"/sec/hymc/8-k/2026-07-15/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1718405/0001493152-26-033283-index.html","accession_number":"0001493152-26-033283","cik":"0001718405","ticker":"HYMC","issuer_name":"HYCROFT MINING HOLDING CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1718405/0001493152-26-033283-index.html","primary_entity_key":"0001718405","primary_entity_name":"HYCROFT MINING HOLDING CORP"},"word_count":937,"has_tables":true,"body_markdown":"**Item\n5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers. **\n\n** **\n\n**Appointment\nof Michael Deal as Senior Vice President and Chief Operating Officer**\n\n \n\nOn\nJuly 15, 2026, Hycroft Mining Holding Corporation (the “Company”) announced that it has appointed Michael Deal as Senior\nVice President and Chief Operating Officer, effective August 24, 2026. Mr. Deal brings more than 20 years of operating and technical\nleadership experience across complex, multi-asset gold and silver operations in North America, with a proven track record of\nbuilding, scaling, and optimizing operations through disciplined capital allocation, technical rigor, and operational excellence.\nMost recently, from June 2021 to the present, Mr. Deal served as Vice President, Operations at First Majestic Silver, where he\nprovided enterprise leadership across a portfolio of operating mines and development assets and served as Executive Lead for the\nintegration of a $1 billion acquisition. He also directed annual capital programs exceeding $300 million while improving production,\nsafety performance, and operating discipline. Mr. Deal previously held senior operating and technical leadership roles with Nevada\nGold Mines, OceanaGold, Romarco Minerals, and Newmont Corporation, spanning open-pit and underground mining, heap leaching, milling,\nflotation, roasting, autoclave processing, and refractory ore treatment. Mr. Deal serves on the SME Foundation Board of Directors\nand has previously served on the Nevada Mining Association Board of Directors and the Nevada Mineral Processing Division Board. He\nis a Registered Member and Qualified Person (QP) with the Society for Mining, Metallurgy & Exploration (SME). Mr. Deal holds a\nBachelor of Science degree in Chemical Engineering with a minor in Economics from the Colorado School of Mines and an MBA from\nArizona State University.\n\n \n\nThere\nare no family relationships between Mr. Deal and any director or executive officer of the Company, and there are no transactions between\nMr. Deal and the Company that would be required to be reported under Item 404(a) of Regulation S-K.\n\n \n\nThe\nBoard of Directors of the Company approved Mr. Deal’s appointment as Senior Vice President and Chief Operating Officer on June\n26, 2026, and the Company elected to delay the filing of the disclosure of his appointment until the public announcement of his appointment\nin accordance with the instruction to paragraph (c) of Item 5.02(c) of Form 8-K.\n\n \n\n**Employment\nAgreement with Mr. Deal**\n\n \n\nOn\nJuly 9, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Deal in connection with\nhis appointment as the Company’s Senior Vice President and Chief Operating Officer, effective August 23, 2026. Pursuant to the Employment\nAgreement, Mr. Deal will receive an initial annual base salary of $425,000, subject to annual review by the Board of Directors or the\nCompensation Committee. Mr. Deal will also be eligible to participate in the Company’s annual cash incentive program, with a target annual\nbonus opportunity equal to 70% of his base salary and a maximum payout of 150% of target, based on the achievement of individual and\ncorporate performance objectives established by the Board or the Compensation Committee. Notwithstanding his August 2026 start date,\nMr. Deal will be eligible to receive a full, non-prorated annual bonus opportunity for fiscal year 2026, subject to the applicable performance\ncriteria.\n\n \n\n \n\n \n\n \n\nThe\nEmployment Agreement also provides that Mr. Deal will be eligible to participate in the Company’s employee benefit plans and equity incentive\nplans made available to senior executive officers, including the Company’s 2025 Performance and Incentive Pay Plan. Equity awards granted\nto Mr. Deal will provide for accelerated vesting upon certain qualifying terminations of employment in connection with a change in control\nof the Company. Mr. Deal is also entitled to a one-time signing bonus of $150,000, payable within 30 days following his employment commencement\ndate, subject to repayment on a declining pro rata basis if his employment is terminated by the Company for cause or by Mr. Deal without\ngood reason within 18 months following the effective date of his employment.\n\n \n\nThe\nEmployment Agreement provides for severance benefits if Mr. Deal’s employment is terminated by the Company without cause or if\nhe resigns for good reason, subject to his execution and non-revocation of a customary release of claims. If such termination occurs\nbefore the six-month anniversary of his employment commencement date, Mr. Deal will be entitled to continued payment of his base\nsalary for six months and continued coverage under the Company’s medical, dental, life and disability plans for six months. If such\ntermination occurs on or after the six-month anniversary of his employment commencement date, he will be entitled to continued\npayment of his base salary for twelve months and continued coverage under the Company’s medical, dental, life and disability\nplans for twelve months. If, within the period beginning 90 days before and ending one year following a change in control of the\nCompany, Mr. Deal’s employment is terminated by the Company without cause or he resigns for good reason, subject to his\nexecution and non-revocation of a release of claims, he will be entitled to a lump-sum cash payment equal to 1.5 times his annual\nbase salary, a lump-sum cash payment equal to 1.5 times his annual bonus (determined as provided in the Employment Agreement),\ncontinued coverage under the Company’s medical, dental, life and disability plans for 18 months, and accelerated vesting of his\noutstanding equity awards under qualifying circumstances.\n\n \n\nThe\nEmployment Agreement also contains customary confidentiality, assignment of inventions, non-solicitation and non-competition covenants.\n\n \n\nThe\nforegoing summary of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which\nis filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference."}