{"url_path":"/sec/ibatf/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/1786318/0001193125-26-274679-index.html","accession_number":"0001193125-26-274679","cik":"0001786318","ticker":"IBATF","issuer_name":"INTERNATIONAL BATTERY METALS LTD.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1786318/0001193125-26-274679-index.html","primary_entity_key":"0001786318","primary_entity_name":"INTERNATIONAL BATTERY METALS LTD."},"word_count":3234,"has_tables":true,"body_markdown":"Item 10. Directors, Executive Officers and Corporate Governance.\n\nDirector and Executive Officers Biographies\n\nThe following table sets forth our directors and executive officers as of the date of this annual report and their respective positions.\n\nName\n\n \n\nAge\n\n \n\nPosition\n\nJoseph A. Mills\n\n \n\n66\n\n \n\nChief Executive Officer, Director\n\nMichael Rutledge\n\n \n\n56\n\n \n\nChief Financial Officer\n\nDr. John Burba\n\n \n\n74\n\n \n\nChief Technology Officer, Founder and Chairman\n\nJames Garrett Galloway\n\n \n\n39\n\n \n\nSenior Vice President of Corporate Development\n\nNorma Garcia\n\n \n\n59\n\n \n\nGeneral Counsel, Corporate Secretary\n\nJames Schultz\n\n \n\n67\n\n \n\nDirector\n\nKeith Solar\n\n \n\n66\n\n \n\nDirector\n\nJohn Souther\n\n \n\n41\n\n \n\nDirector\n\nJacob Warnock\n\n \n\n41\n\n \n\nDirector\n\nJoseph A. Mills, Chief Executive Officer, Director\n\nMr. Mills joined us as Chief Executive Officer and member of the Board in April 2025. Prior to joining us, Mr. Mills served as Chief Executive Officer of Samson Resources II, LLC, a privately held E&P company, from March 2017 to May 2021 and from September 2023 to April 2025, and still currently serves as the Chief Executive Officer of Samson Resources II, LLC and serves as a member of its board of directors since March 2017. From August 2024 to January 2025, Mr. Mills served as the Interim CEO and President of Talos Energy Company, the 4th largest deepwater Gulf of Mexico Operator where he also served as a member of the Board of Directors from March 2024 to January 2025. From 2018 to 2019, Mr. Mills served as the Executive Chairman, PEO and member of the Board of Directors of Roan Resources Company, a NYSE publicly traded upstream company, where he successfully reduced the spend rate, improved drilling results and ultimately led the Company through a Strategic Evaluation which resulted in the sale of the company for $1.0 billion cash to Citizens Energy. Prior to that, Mr. Mills served as the Chief Executive Officer and Chairman of the Board of Eagle Rock Energy Partners, L.P., a NASDAQ publicly traded midstream / upstream MLP from 2007 until its merger with Vanguard Natural Resources in October 2015. Mr. Mills began his career with Sonat Exploration where during his 18-year tenure served as the Vice President and Business Unit Manager of the Gulf of Mexico Business Unit and Mid-Continent Business Unit. Mr. Mills is a graduate of the University of Houston with an MBA in Finance and the University of Texas with a BBA in Petroleum Land Management.\n\nMr. Mills brings to the board his extensive experience and expertise in creating, building and leading oil & gas Upstream, Midstream and Mineral businesses and vast public company knowledge and leadership experience having held various leadership and board positions in public companies, including CEO, president, chairman of the board and audit committee chair.\n\nMichael Rutledge, Chief Financial Officer\n\nMr. Rutledge joined us as our Interim Chief Financial Officer in March 2025 and then as our Chief Financial Officer in June 2025. From September 2021 to October 2024, Mr. Rutledge served as Chief Financial Officer, President of ADDvantage Technologies Group. From 2015 to 2020, Mr. Rutledge served as Vice President, Finance at SomnoMed Group prior to spending two years as the Chief Financial Officer at BG Staffing, where he played a key role in taking the company public and raising $16 million. Prior to that. he spent three years as Vice President of Finance with Cantel Medical Corporation, a publicly owned manufacturer of medical products, which acquired Byrne Medical, Inc., where he was the Chief Financial Officer. He joined Byrne Medical from N.F. Smith & Associates, a privately owned distributor of electronic components, where he spent four years as the Chief Financial Officer. Mr. Rutledge began his career at Ernst & Young, where he spent 12 years ultimately as Senior Audit Manager and was involved in several IPOs. Mr. Rutledge is a CPA in the State of Texas and holds a Bachelor of Business Administration in Accounting from Texas A&M University.\n\nDr. John Burba, Chief Technology Officer and Chairman\n\nDr. Burba joined us in 2018 in connection with our acquisition of NAL and SAL which he founded in 2016. Dr. Burba served as our Chief Executive Officer from 2018 until December 2022, our Chief Technology Officer from 2018 through present and a member of our Board since 2018. In November 2024, Dr. Burba was appointed as Chairman of the Board. Dr. Burba is a physical chemist and has deep experience in lithium and other mineral extraction technologies and created the patents upon which our current technology is based. He has more than 40-years of experience working on a number of lithium brine projects in North and South America, notably with Dow Chemical Co., FMC Corp., and Chemtura Corp. Dr. Burba served as CEO of Simbol Materials, a company focused on the recovery of lithium from geothermal brines in Southern California from 2013 to 2016. Under his leadership, Simbol Materials successfully developed a proprietary process capable of producing low cost, high-purity lithium products from brines that were previously believed to be too high in contaminants to be economically processed. Prior to that, Dr. Burba served as Chief Technology\n\n33\n\n[Table of Contents](#toc_page)\n\n \n\nOfficer and Executive Vice President of Molycorp Inc. since December 2009, where he was instrumental in identifying and developing numerous rare earths technologies as part for the Project Phoenix re-development of the Mountain Pass facilities. Dr. Burba received a Bachelor of Science in Chemistry and completed doctoral studies in Physical Chemistry at Baylor University.\n\nAs the founder and creator of IBAT’s technology and innovative system, Dr. Burba brings to the Board his extensive experience and expertise in lithium extraction, garnered over a more than 40-year career.\n\nJames Garrett Galloway, Senior Vice President of Business Development\n\nMr. Galloway serves as our Senior Vice President of Business Development since May 2025. He has over 15 years of experience in the energy industry including multiple finance positions, mergers and acquisitions, complex transactions, and debt and equity capital markets. Prior to IBAT, Mr. Galloway was Vice President of Finance at QuarterNorth Energy, where he worked in various roles from August 2021 until May 2024 and played a key role in establishing the Company's strategy and its successful divestiture to Talos Energy (NYSE: TALO), which ultimately returned approximately $1.9 billion in capital to shareholders. Prior to that, he served in various finance and corporate roles at Fieldwood Energy LLC from August 2013 until August 2021. Prior experience includes increasing finance and corporate roles at Midstates Petroleum and Dynamic Offshore Resources. He began his career in the energy group of BOK Financial focused on reserved based lending and corporate banking needs of upstream oil and gas clients. Mr. Galloway has a bachelor's degree in business and finance from the University of Alabama.\n\nNorma Garcia, General Counsel and Corporate Secretary\n\nMs. Garcia serves as our General Counsel and Corporate Secretary since November 2024. She has over 20 years of extensive legal and executive leadership experience with publicly traded companies, having held senior roles overseeing corporate governance, human resources, risk management, and contract management. Her background includes serving as General Counsel, Corporate Secretary and Chief Human Resource Officer with Stryve Foods (NASDAQ: SNAX), Vice President and Assistant General Counsel with oversight of legal, compliance, employment, and risk management matters with Rent-A-Center (NASDAQ: UPBD), and Assistant General Counsel at WalMart (NYSE: WMT), where she managed compliance, litigation, real estate, and labor and employment issues. She began her legal career as an Assistant District Attorney in Texas, where she served as Chief of Domestic Violence and prosecuted numerous jury trials. Ms. Garcia received her Juris Doctor degree from Oklahoma City University School of Law.\n\nJacob Warnock, Director\n\nMr. Warnock joined the Board in February 2024 as the nominee of EV Metals in connection with the Company’s February 2024 financing transaction. He currently serves as Chief Executive Officer of Silver Creek Resources, LLC, a company specializing in mineral and royalty acquisitions of high-growth oil and gas rights in top-tier U.S. basins. Since 2020, he has overseen operations and acquisitions in the Eagle Ford and Haynesville Shale.\n\nPreviously, Mr. Warnock was the Managing Partner of Delago Resources, LLC, a Texas-based upstream oil and gas company focused on acquiring and developing oil and gas reserves. In 2019, he played a pivotal role in the successful $185 million sale of Delago’s assets to Marathon Oil. Over the last five years, he has directed the acquisition of more than $100 million in mineral interests across Texas and Louisiana, particularly in the Haynesville and Eagle Ford shale. A seasoned investor in the energy and infrastructure space, Mr. Warnock is also an active investor in emerging companies and startups, including Fermi America. His anchor investment and strategic involvement propelled the company’s rapid early-stage growth and contributed to its successful dual listing on both the Nasdaq and the London Stock Exchange. A serial entrepreneur, Mr. Warnock currently manages 18 companies and brings more than 20 years of experience founding and leading upstream oil and gas enterprises, as well as structuring and operating multiple joint ventures across several U.S. basins. He holds a Bachelor of Science in Business Management from Midwestern State University.\n\nMr. Warnock brings to the Board expertise in leasing, curative, permitting, surface operations, facility construction, pipelines, negotiations and strategic exits.\n\nJames Schultz, Director\n\nMr. Schultz joined us as a director in October 2024. Mr. Schultz founded Open Prairie Ventures, Inc. in 1999, a private capital management company, and has served as its Chairman and Chief Executive Officer since 1999. He previously led and oversaw the management of five private equity funds with investments in innovative technologies spanning agriculture, advanced materials, medical devices, and information systems. Mr. Schultz also served in newly elected State of Illinois Governor Bruce Rauner’s cabinet as the Director of the Illinois Department of Commerce and Economic Opportunity. Currently, Mr. Schultz is a member of Prime Banc Corporation/Dieterich Bank Board’s Asset/Liability Management Committee (Chair) along with serving on the Loan Committee. He earned his MBA in Finance and Entrepreneurship from the Kellogg School of Management at Northwestern University, a Juris Doctor Degree from DePaul University College of Law, and a Bachelor of Business Administration from Southern Methodist University.\n\nMr. Schultz brings to the Board expertise in advanced materials, semiconductor, software development, e-commerce, construction, financial services and information technology.\n\nKeith Solar, Director\n\n34\n\n[Table of Contents](#toc_page)\n\n \n\nMr. Solar joined us as a director in November 2024. Mr. Solar is a founding partner at Parks & Solar, LLP, a boutique law firm of which he has been managing partner since June 2017. Mr. Solar specializes in water law, with a sub-specialties in desalination and potable reuse. Since 2012, he has represented IDE Americas, Inc., a world leader in water treatment solutions, including the development, engineering, construction, and operation of enhanced desalination and industrial water treatment plants. From 2002 to 2024, Mr. Solar served as special counsel to the City of Carlsbad, which he assisted in negotiating land use and water purchase agreements, respectively, for the Claude “Bud” Lewis Carlsbad Seawater Desalination Plant, the largest desalination plant in the Western Hemisphere. From 2000 to 2006, Mr. Solar served as general counsel to Basin Water, Inc., which focused on treating contaminated water at the well head primarily through ion-exchange technology and became publicly traded on Nasdaq following its initial public offering in May 2006. From 2000 to 2009, Mr. Solar served as a member of the board of directors of Basin Water, Inc., including as chair of its compensation committee from 2006 to 2009 and as chair of its nominating and governance committee from 2007 to 2009. Mr. Solar has authored several published commentaries on water issues and is a lecturer at local and international water conferences and CLE programs. Mr. Solar earned his Juris Doctor, with highest distinction, from McGeorge School of Law, University of the Pacific in 1985, and his A.B. With Great Distinction from Indiana University in 1982. He is admitted to practice law in California, Texas and Tennessee.\n\nMr. Solar brings to the Board significant legal and governance experience representing public and private clients regarding water rights and water-related issues, with particular emphasis in desalination and potable reuse as well as public company chair and committee experience on public company boards.\n\nJohn Souther, Director\n\nMr. Souther joined us as a director in November 2024. He is a technology and operating executive with more than 15 years of leadership experience across industrials, technology, residential services, retail, consumer packaged goods, and consulting. He currently serves as Chief Information Officer of Horizon Group Holding, a private equity-backed, multi-brand residential services platform, where he aligns technology strategy directly to revenue growth, margin expansion, operational scalability, and enterprise value creation. Previously, Mr. Souther led digital strategy for a $10 billion Carrier Corporation business portfolio, including ERP transformation, cloud migration, connected solutions, cybersecurity oversight, AI- and IoT-enabled energy management, and workforce transformation across North America and EMEA. He has served in executive forums and audit committees addressing financial reporting, audit compliance, compensation structures, enterprise risk management, cybersecurity, technology transformation, and capital allocation tied to operating performance. Mr. Souther holds an MBA from Harvard Business School and a BA in Government from Harvard College.\n\nMr. Souther brings to the Board significant experience driving digital transformation and operational excellence across diverse industries — including industrials, retail, technology, and consumer packaged goods.\n\nCorporate Governance\n\nBoard Size and Term\n\nOur Articles of Incorporation provide that our Board of Directors shall consist of at least three directors and that each director shall hold office until the close of the next annual general meeting of our shareholders, or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated. Our Board of Directors currently consists of six directors.\n\nFamily Relationships\n\nThere are no family relationships among any of our directors or executive officers.\n\nBoard Committee and Director Independence\n\nMember\n\n \n\nIndependent (1)\n\n \n\nAudit\n\n \n\nCompensation Committee\n\n \n\nCorporate Governance and Nominating Committee\n\nDr. John Burba(2)\n\n \n\nNo\n\n \n\nNo\n\n \n\nNo\n\n \n\nNo\n\nJoseph Mills\n\n \n\nNo\n\n \n\nNo\n\n \n\nNo\n\n \n\nNo\n\nJohn Souther(1)\n\n \n\nYes\n\n \n\nYes\n\n \n\nYes\n\n \n\nYes\n\nJames Schultz(1)\n\n \n\nYes\n\n \n\nYes(3)\n\n \n\nNo\n\n \n\nNo\n\nKeith Solar\n\n \n\nYes\n\n \n\nYes\n\n \n\nYes(3)\n\n \n\nYes(3)\n\nJacob Warnock\n\n \n\nNo\n\n \n\nNo\n\n \n\nYes\n\n \n\nYes\n\n(1)\nIndependent as determined under Canadian securities laws and TSXV corporate governance rules\n\n(2)\nDr. John Burba is the Chairman of the Board of Directors\n\n(3)\nDenotes Chairperson of the relevant Committee\n\n35\n\n[Table of Contents](#toc_page)\n\n \n\nAudit Committee\n\nThe Audit Committee of the Board consists of three members, John Souther, James Schultz and Keith Solar, with Mr. Schultz being the Chairman of the Audit Committee.\n\nOur Board of Directors has determined that each of the Audit Committee members meets the heightened Audit Committee independence requirements under NI 52-110, and that James Schultz is considered an “audit committee financial expert,” as defined in applicable SEC regulations.\n\nThe Audit Committee is responsible for overseeing our financial reporting process on behalf of the Board, including overseeing the work of the independent auditors who report directly to the Audit Committee. The specific responsibilities of our Audit Committee, among others, include:\n\n•\nassisting directors to meet their oversight responsibilities;\n\n•\nenhancing communication between directors and the external auditors;\n\n•\nensuring the independence of the external auditor;\n\n•\nincreasing the credibility and objectivity of financial reports; and\n\n•\nstrengthening the role of the directors by facilitating in-depth discussions among directors, management, and the external auditor.\n\nOur Board of Directors has adopted a written charter for our Audit Committee, which is available on our website at www.ibatterymetals.com.\n\nCompensation Committee\n\nThe Compensation Committee consists of Keith Solar, John Souther and Jacob Warnock, with Mr. Solar serving as Chairman of the Compensation Committee.\n\nThe Compensation Committee as appointed by the Board is designed to enable the Board to discharge its responsibilities and obligations with respect to:\n\n•\noverseeing the Company’s compensation and benefits policies generally;\n\n•\nevaluating senior executive performance;\n\n•\noverseeing and setting compensation for the Company’s senior executives;\n\n•\nrecommending non-employee director compensation; and\n\n•\nreviewing programs and strategies, if any, with respect to human capital management.\n\nOur Board of Directors has adopted a written charter for our Compensation Committee, which is available on our website at www.ibatterymetals.com.\n\nCorporate Governance and Nominating Committee\n\nThe Corporate Governance and Nominating Committee (the “CGNC Committee”) consists of Keith Solar, John Souther and Jacob Warnock, with Mr. Solar serving as Chairman of the CGNC Committee.\n\nThe CGNC Committee as appointed by the Board is designed to enable the Board to discharge its responsibilities and obligations with respect to:\n\n•\nidentifying individuals believed to be qualified to become members of the Board, consistent with criteria approved by the Board;\n\n•\nrecommending to the Board candidates for election or re-election as directors;\n\n•\nrecommending to the Board members of the Board to serve on committees;\n\n•\ndeveloping and implementing director orientation and continuing education programs;\n\n•\ndevelop and implement procedures to evaluate Board and Board committee performance;\n\n•\ndevelop, review and recommend to the Board changes to the Corporate Governance Guidelines and Code of Business Conduct and Ethics of the Company, and oversee compliance with such Guidelines and Code;\n\n•\nreview (and approve if applicable) transactions presented to the Committee under the Company’s Related Party Transactions Policy; and\n\n•\nprovide general oversight of the Company’s compliance program, corporate governance and significant environmental and social issues.\n\n36\n\n[Table of Contents](#toc_page)\n\n \n\nOur Board of Directors has adopted a written charter for our CGNC Committee, which is available on our website at www.ibatterymetals.com.\n\nCode of Conduct and Code of Ethics\n\nWe have adopted a written Code of Business Conduct and Ethics (the \"Code\") that applies to all of our directors, officers, and employees, including our Chief Executive Officer, Chief Financial Officer and Controller. The Code addresses, among other things, conflicts of interest, related party transactions, compliance with laws and regulations, protection and proper use of corporate opportunities, protection and proper use of corporate assets, confidentiality of corporate information, fair dealing with customers, suppliers, competitors and employees, insider trading, whistle blowing, honest and ethical conducts, and integrity of business records and financial disclosure. The Code includes provisions applicable to our senior financial officers designated to promote honest and ethical conduct, accurate and timely disclosure in our periodic reports, and compliance with applicable laws, rules, and regulations. . Any waivers of the Code for our executive officers or directors must be approved by the Board of Directors and will be promptly disclosed. The Code is available on our website at www.ibatterymetals.com, under the Investor Relations—Governance section. We intend to disclosure any amendments to or waivers of the Code on our website within four business days following the date of the amendment or waiver.\n\nDelinquent Section 16(a) Reports\n\nSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports of ownership and changes in ownership of our Common Shares. Executive officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.\n\nBased on the review of copies of such reports furnished to us and written representations that no other reports were required, we believe that, during fiscal 2026, our executive officers, directors and greater than 10% beneficial owners timely complied with all Section 16(a) filing requirements applicable to them, except that EV Metals VI LLC, EV Metals 7 LLC and EV Metals 9 LLC, entities controlled by our director, Jacob Warnock, filed their Form 3 late due to an administrative error."}