DEF 14A of Perpetua Resources Corp.
Filed Apr 4, 2024 · FY20230001104659-24-043662
ITEM 1 ELECTION OF DIRECTORS
ITEM 1 ELECTION OF DIRECTORS In accordance with our Articles, the number of directors of the Company is set at ten (10), being the most recently set number of directors by a consent resolution of the Board. The Board is currently made up of ten (10) members: Marcelo Kim, Jon Cherry, Andrew Cole, Bob Dean, Laura Dove, Rich Haddock, Jessica Largent, Jeff Malmen, Chris J. Robison, and Alex Sternhell. The Board, based on the recommendation of the Corporate Governance and Nominating Committee, proposes that the following ten (10) nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified:
ITEM 1 ELECTION OF DIRECTORS
| • Marcelo Kim | • Rich Haddock | | • Chris J. Robison | • Laura Dove | | • Alex Sternhell | • Jeff Malmen | | • Bob Dean | • Jon Cherry | | • Andrew Cole | • Jessica Largent |
ITEM 1 ELECTION OF DIRECTORS
Each of the nominees is currently a director of Perpetua and has been elected to hold office until the 2024 Annual Meeting or until his or her successor has been elected and qualified. Biographical and related information on each nominee is set forth below. In addition to the Board, non-management directors comprising the Corporate Governance and Nominating Committee have recommended that each director nominee be elected at the Annual Meeting. The Board expects that the ten (10) nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees. The Board of Directors recommends a vote “FOR” each nominee.
ITEM 2 NUMBER OF DIRECTORS
ITEM 2 NUMBER OF DIRECTORS In accordance with our Articles, the number of directors is set at the number of directors most recently elected by ordinary resolution. Shareholder approval is being sought to fix the number of directors of the Company at ten (10). At the Annual Meeting, or any adjournment or postponement thereof, shareholders will be asked to pass the following ordinary resolution fixing the number of directors of the Company at ten (10): “BE IT RESOLVED that the number of directors of the Company is hereby fixed at ten (10).” This proposal must be approved by the affirmative vote of a majority of the outstanding Common Shares present or represented by proxy and entitled to vote on this matter. In the event this proposal is not approved by the requisite majority of votes at the Annual Meeting, the number of directors of the Company will remain at nine (9), being the number of directors most recently elected by ordinary resolution and the Board will withdraw their nomination of Jessica Largent. The Board unanimously recommends that the shareholders vote “FOR” the approval of the ordinary resolution to fix the number of directors of the Company at ten (10).
BOARD OF DIRECTORS INFORMATION
BOARD OF DIRECTORS INFORMATION In evaluating the nominees for the Board, the Board and the Corporate Governance and Nominating Committee took into account the qualities they seek for directors, and each of the directors’ individual qualifications, skills, and background that enable such director to effectively and productively contribute to the Board’s oversight of Perpetua, as discussed below in each biography and under “Nominee Tenure, Skills, and Characteristics.” When evaluating re-nomination of existing directors, the Committee also considered the nominees’ past and ongoing effectiveness on the Board and, with the exception of Jon Cherry and Jessica Largent (who are employees), their independence.
Biographical Information
Biographical Information
Biographical Information
| Marcelo Kim New York, USA Partner at Paulson & Co. Inc. | Background Marcelo Kim joined Perpetua as director in March 2016 and became Chair in 2020. Mr. Kim has served as a Partner at Paulson & Co. Inc., an investment management firm since 2011, where he oversees the firm’s global macro-economic and natural resource investments. Mr. Kim earned his Bachelor of Arts in economics with honors from Yale University in 2009. He is currently the Chair of International Tower Hill (NYSE American: THM) and serves on the board of directors of Ambri, Inc, a privately held company. Mr. Kim serves as a Paulson & Co. Inc. nominee under the Paulson Investor Rights Agreement (as defined herein). Mr. Kim was appointed Chair of the Company in accordance with the Paulson Investor Rights Agreement. Our Board believes that Mr. Kim is qualified to serve on our Board due to his extensive experience in commodities, investment analysis, capital markets and economics. |
Biographical Information
| Age: | Director since: | Board committees: | Other current public company boards: | | 37 | March 17, 2016 | Corporate Governance & Nominating (Chair); Technical | Chair of International Tower Hill Mines Ltd. |
Biographical Information
| Chris J. Robison Colorado, USA Former board director for Detour Gold Corp. and Chief Operating Officer of Newmont Mining Corporation | Background Mr. Robison has 43 years of experience in the mining industry that has spanned six commodities and five continents. He is a former Fortune 500 executive with proven success in capital-intensive mining businesses and brings expertise in natural resources, mining, metallurgy, project development, M&A, capital investment, business improvement and regulatory issues. Mr. Robison also has extensive experience with mine safety, environmental management, and corporate social responsibility. Most recently, Mr. Robison was a board director for Detour Gold Corp., a former Canadian gold mining company, from 2018 to 2020. As chair of the Technical Committee, he oversaw a step-change in safety, productivity and cost management. He also served on the Detour Gold Corp. Audit, SG&A and Special Committees. From 2013 to 2016, Mr. Robison was the Chief Operating Officer and Executive Vice President of Newmont Mining Corporation (“Newmont”), the world’s largest gold miner, where he was responsible for 12 gold and copper mining operations and complexes generating US$7.4 billion in revenues in 2014, and a pipeline of 22 expansion projects and new mines. Under his leadership, Newmont delivered step-change improvement in its operational performance and growth prospects and is now a leader in the gold sector in value creation as measured by cash flow, total shareholder returns and return on invested capital. During his tenure as Chief Operating Officer, Newmont lowered injury rates by more than 50%, reduced costs by more than 20% and raised productivity (labor costs per ounce of gold produced) by more than 30%. Prior to Newmont, Mr. Robison was Chief Operating Officer and Vice President Operations of Rio Tinto Minerals for six years, Chief Operations Officer of U.S. Borax Inc. for five years and Vice President and General Manager, Mining and Concentrating at Kennecott Utah Copper for four years. He has held numerous other management and leadership positions in the mining industry and holds a B.Sc. in metallurgical engineering from the University of Nevada, Mackay School of Mines. He has also completed business leadership programs at the London School of Business and safety leadership training programs led by Dupont. Our Board believes that Mr. Robison is qualified to serve on our Board due to his extensive mining industry and leadership experience and expertise in project development and mining operations. |
Biographical Information
| Age: | Director since: | Board committees: | Other current public company boards: | | 66 | December 4, 2020 | Lead Independent Director; Compensation (Chair), Corporate Governance & Nominating; Technical (Chair) | N/A |
Biographical Information
| Bob Dean Idaho, USA Co-owner of Ada Sand & Gravel, Inc. and former Managing Director of Allen & Company LLC | Background Mr. Dean has over 25 years of experience investing across public and private markets and advising corporate clients on merger and acquisition transactions. From 1995 to 2015, Mr. Dean worked at Allen & Company LLC, a New York-based investment banking firm, where he was a Managing Director and an equity partner. At Allen & Company, Mr. Dean was the Portfolio Manager of Allen Global Partners LLC, a $1 billion investment fund that invested in equity and credit securities of companies engaged in corporate transactions. In addition, Mr. Dean served on the Executive Committee of Allen Investment Management LLC, the firm’s SEC-registered investment advisor, and was actively involved in the firm’s corporate advisory, principal trading, and private capital businesses. Mr. Dean began his career at Merrill Lynch & Co. as an analyst in the Media, Telecom & Technology Investment Banking Group. Mr. Dean is currently co-owner of Ada Sand & Gravel, Inc., an independent producer of construction aggregates in Southwest Idaho, and actively invests in private equity, real estate and venture through Gemstone Capital LLC. Mr. Dean serves as an Advisory Board Member of Greybull Stewardship LP. Mr. Dean is a graduate of Duke University where he received a B.A., cum laude, in Economics and Public Policy. Our Board believes that Mr. Dean is qualified to serve on our Board due to his extensive experience in corporate finance and strategy, investment analysis and capital markets. |
Biographical Information
| Age: | Director since: | Board committees: | Other current public company boards: | | 52 | December 4, 2020 | Audit (Chair); Corporate Governance & Nominating | N/A |
Biographical Information
| Laura Dove Virginia, USA | Background Laura Dove brings three decades of legislative and media experience to Perpetua. Ms. Dove is currently a senior fellow at Harvard Kennedy School and was a resident fellow at the University of Chicago where she led a seminar on the role of the U.S. Senate. In 2023, Ms. Dove was appointed second-in-command of the Institute of Politics at the Harvard Kennedy School to serve as the Institute of Politics’ first senior director of administration for six months under Interim Director Setti D. Warren. Ms. Dove previously served as Senior Director of the Ford Motor Company, an American company that designs, manufactures, markets and services vehicles, from 2020 until 2022, where she led federal government relations for a Fortune 50 company. She also served as Chair of the Executive Committee of the Alliance for Automotive Innovation and as the Washington representative for the Business Roundtable, U.S. Chamber of Commerce and National Association of Manufacturers during that time. Prior to her role with Ford, Ms. Dove served as the Senate’s Secretary for the Majority (an elected officer of the Senate) from 2013 to 2020, the culmination of more than twenty years of service in government. Ms. Dove holds a Master’s degree from the University of Virginia and a Bachelor of Arts degree from the University of North Carolina, Chapel Hill. Our Board believes that Ms. Dove is qualified to serve on our Board due to her extensive experience in media and government service and relations. |
Biographical Information
| Age: | Director since: | Board committees: | Other current public company boards: | | 54 | March 30, 2022 | Corporate Governance & Nominating; Audit | N/A |
Biographical Information
| Andrew Cole Nevada, USA Former General Manager, Barrick Former General Manager, Donlin Gold Project | Background Andrew Cole has over 35 years of experience in the metals and mining industry including substantial expertise in the processing of refractory ore having been General Manager at Barrick Gold’s Goldstrike Mine from December 2016 until June 2020. Since January 2021, Mr. Cole has led a consulting practice and has experience supporting an emerging gold producer through the successful development of its processing strategy and the restart of its autoclave facility in Nevada. He previously served as General Manager of the Donlin Gold Project in Alaska from October 2011 until December 2015, where he secured the Donlin Gold Project’s major permits, including its Final Record of Decision. Prior to that, he served as Executive Director of Barrick Gold’s United States Operations. Mr. Cole holds a Bachelor of Science Degree in Material Sciences and Engineering from the University of Arizona and he received his MBA from the University of Nevada. Mr. Cole serves as a Paulson & Co. Inc. nominee under the Paulson Investor Rights Agreement (as defined herein). Our Board believes that Mr. Cole is qualified to serve on our Board due to his extensive mining industry experience including operations and metallurgical processing experience. |
Biographical Information
| Age: | Director since: | Board committees: | Other current public company boards: | | 60 | January 1, 2024 | Compensation, Technical | N/A |
Biographical Information
| Rich Haddock Utah, USA | Background Rich Haddock recently retired from Barrick Gold Corporation, a mining company, where he had been General Counsel since 2014. At Barrick Gold Corporation, Mr. Haddock served in progressively senior legal roles since joining the company in 1997 and also served in business roles, including Global Vice President of Environment and Interim Regional President of Barrick North America. Mr. Haddock brings extensive permitting expertise in the U.S. as well as globally and vast experience in stakeholder engagement, environment, governance, litigation and mergers and acquisitions. Prior to his tenure at Barrick Gold Corporation, he worked at Santa Fe Pacific Gold Corporation, which merged into Newmont, a Colorado based gold mining company, and was a partner at Denver-based international law firm, Holme Roberts & Owen. Mr. Haddock has been practicing law since 1985 and holds a Bachelor’s degree in Geology. Our Board believes that Mr. Haddock is qualified to serve on our Board due to his extensive background in the mining industry including legal and permitting experience. |
Biographical Information
| Age: | Director since: | Board committees: | Other current public company boards: | | 65 | May 19, 2023 | Technical | N/A |
Biographical Information
| Jeff Malmen Idaho, USA Senior Vice President of Public Affairs of IDACORP and Idaho Power | Background Mr. Malmen is currently the Senior Vice President of Public Affairs of IDACORP, an electricity holding company and Idaho Power, a regulated electrical power utility, where he has worked since 2007. In his role, he oversees government and regulatory affairs, corporate communications, and corporate services, including supply chain, real estate and facilities. Prior to that, Mr. Malmen enjoyed a 21-year career in state and federal politics, most recently as Chief of Staff for Idaho Governor C.L. “Butch” Otter and Idaho Governor Phil Batt prior to that. He also served as Administrator of the Division of Financial Management for Idaho Governor Dirk Kempthorne. He is the Chair of the Idaho Association of Commerce and Industry and Board Member of the Idaho Mining Association. Mr. Malmen attended Boise State University and has completed graduate studies at Dartmouth College, the University of Virginia and Stanford University. Our Board believes that Mr. Malmen is qualified to serve on our Board due to his extensive experience in regulatory processes and experience as a senior executive of a publicly traded company. |
Biographical Information
| Age: | Director since: | Board committees: | Other current public company boards: | | 56 | December 4, 2020 | Corporate Governance & Nominating; Audit; Compensation | N/A |
Biographical Information
| Alex Sternhell Maryland, USA Principal of Sternhell Group | Background Mr. Sternhell has over two decades experience working on Capitol Hill lobbying on behalf of some of the world’s largest companies as Principal of Sternhell Group. Prior to founding the Sternhell Group, he served as the Democratic Deputy Staff Director of and Senior Policy Advisor to the U.S. Senate Committee on Banking, Housing and Urban Affairs from 2007 until 2009 as well as the Staff Director for the Senate Banking Subcommittee on Securities and Investment from 1999 until 2006. He played a key role in drafting and negotiating financial services legislation in recent history. Mr. Sternhell received his BA from Louisiana State University. Our Board believes that Mr. Sternhell is qualified to serve on our Board due to his extensive experience in government service, corporate governance and crisis management. |
Biographical Information
| Age: | Director since: | Board committees: | Other current public company boards: | | 53 | December 4, 2020 | Compensation; Audit | N/A |
Biographical Information
| Jon Cherry Boise, Idaho President and Chief Executive Officer | Background Jon Cherry was appointed President and CEO of Perpetua Resources and joined the Board effective March 14, 2024. Mr. Cherry joins Perpetua Resources with over 33 years of extensive mining industry experience including permitting, capital raising, project development, joint venture formation and operations. He most recently served as President, and CEO of PolyMet Mining Company (“PolyMet”) from July 2012 to November 2023 and as Chairman of the board of directors of PolyMet from June 2020 to November 2023. During his tenure at PolyMet, the NorthMet project received the highest rating the Environmental Protection Agency has ever given to a mining project. Additionally, Mr. Cherry played a leading role in negotiating a joint venture with Teck Resources prior to PolyMet’s sale to Glencore. Before joining PolyMet, Mr. Cherry served as Vice President, Environment and Government Affairs, Resolution Copper, at Rio Tinto from 2010 to 2012; General Manager, Eagle Mine, at Rio Tinto from 2004 to 2010 (the United States’ only primary nickel-copper mine); and Senior Project Engineer at Kennecott Utah Copper from 2001 to 2004 Mr. Cherry holds a Bachelor of Science degree in Environmental Engineering from Montana Technological University. He is a member of the Society for Mining, Metallurgy & Exploration, has served on the Board of Trustees for the American Mining and Exploration Association, and is a Registered Professional Engineer. Our Board believes that Mr. Cherry is qualified to serve on our Board due to his extensive executive leadership and management experience, and his experience in the mining industry including permitting, capital raising, project development and joint venture formation. |
Biographical Information
| Age: 54 | Director and Officer since: March 14, 2024 | Board committees: Technical | Other current public company boards: N/A |
Biographical Information
| Jessica Largent Boise, Idaho Chief Financial Officer | Background Jessica Largent has served as the Company’s Chief Financial Officer since April 1, 2022 and served as the Company’s Vice President, Investor Relations and Finance from February 2021 to March 31, 2022, and in such role was responsible for the strategy and leadership of the Company’s investor relations and finance efforts. Ms. Largent also served as Vice President, Investor Relations and Finance of Perpetua Resources Idaho, Inc. (“PRII”) from February 2021 to March 25, 2022 and currently serves as PRII’s Chief Financial Officer. Prior to joining the Company, Ms. Largent worked for Newmont, a Colorado based gold mining company, as their Vice President of Investor Relations and Senior Director, Planning, Communications and Analysis, among other roles. At Newmont, Ms. Largent set and executed the strategic direction of the Investor Relations function to help further differentiate the company and attract new investors while enhancing relationships with shareholders and industry analysts. She has a bachelor’s degree in Accounting and Human Resource Management from the University of Colorado and approximately 20 years of mining industry and financial leadership experience in investor relations, planning, financial, reporting and accounting. Our Board believes that Ms. Largent is qualified to serve on our Board due to her extensive mining industry and financial experience. |
Biographical Information
| Age: 40 | Director and Officer since: March 14, 2024 | Board committees: Technical | Other current public company boards: N/A |
Director Nominee Tenure, Skills, and Characteristics
Director Nominee Tenure, Skills, and Characteristics The Corporate Governance and Nominating Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time and seeks out candidates with a diversity of experience and perspectives, including diversity with respect to geography and areas of expertise. The tenure range of our director nominees is as follows:
Director Nominee Tenure, Skills, and Characteristics
| Tenure on Board | Number of Director Nominees | | More than 10 years | 0 | | 6-10 years | 1 | | 5 years or less | 9 |
Compensation of Directors
Compensation of Directors Under the Company’s policies with regard to Director compensation, the Company’s executive Directors do not receive fees for Board service. As of the date of this Proxy Statement, Jon Cherry and Jessica Largent were the only executive Directors and were appointed in 2024 and, accordingly, did not receive any fees for Board service in 2023. Laurel Sayer was the only executive Director in 2023 and did not receive any fees for Board service in 2023. In addition, Mr. Kim and Mr. Papagianis, as nominees of Paulson during 2023, elected to receive no Directors’ fees or equity awards in 2023. Mr. Cole, who was designated as a Paulson nominee in January 2024, is not an employee of Paulson and, therefore will be entitled to receive Director fees as an independent non-executive Director. Generally, the compensation for non-executive Directors included the following payments for fiscal year 2023: (i) a $22,080 annual cash retainer; (ii) a $9,200 annual cash retainer for the Lead Director; (iii) a $11,500 annual cash retainer for the Chair of the Audit Committee; (iv) a $4,025 annual cash retainer for the Chair of the Technical Committee; (v) a $2,875 annual cash retainer for each member (excluding the Chair) of the Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee, and Technical Committee; and (vi) a discretionary grant of 7,731 deferred share units (“DSUs”) to each of our non-executive Directors other than Messrs. Kim and Papagianis. For fiscal year 2023 through present, the Chair of each Committee was as follows: (i) Mr. Dean serves as the Chair of the Audit Committee and received an annual cash retainer for his service in this position for 2023; (ii) Mr. Papagianis served as the Chair of the Compensation Committee until his resignation from the Board and Compensation Committee effective January 1, 2024 and did not receive an annual cash retainer for his service in this position for 2023; (iii) Mr. Kim serves as the Chair of the Corporate Governance and Nominating Committee and did not receive an annual cash retainer for his service in this position for 2023; and (iv) Mr. Robison serves as the Chair of the Technical Committee and received an annual cash retainer for his service in this position for 2023. Effective January 1, 2024, Mr. Robison was appointed to the position of Chair of the Compensation Committee and will receive an annual cash retainer of $4,025 for service in this position for fiscal year 2024. Payments for Board and committee service are made quarterly to the Directors. In 2022, we established share ownership guidelines which require Directors to receive their annual retainers in the form of DSUs until they reach the minimum holding requirement under such guidelines, as discussed in further detail below. As of December 31, 2023, three of the Directors who served in 2023 — Mr. Robison, Mr. Deisley, and Mr. Dean — had reached the minimum holding requirements. Regardless of the requirement under the share ownership guidelines, each of the Directors has affirmatively elected to receive their payments for Board and committee service in 2023 in the form of DSUs. The Company also reimburses Directors for all reasonable out-of-pocket costs incurred by them in connection with their services to the Company. The table below sets out the amounts, before any withholdings, that each non-executive Director earned in fees and all other amounts of compensation during the year ended December 31, 2023 for his or her services as a Director:
2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION
| Name (a) | Fees Earned or Paid in Cash(1) ($) (b) | Stock Awards ($)(3) (c) | Option Awards ($)(4) (d) | Total ($) (h) | | Marcelo Kim(2) | n/a | n/a | n/a | n/a | | Bob Dean | $36,456 | $26,440 | n/a | $62,896 | | Dave Deisley | $10,552 | $26,440 | n/a | $36,992 | | Laura Dove | $27,832 | $26,440 | n/a | $54,272 | | Rich Haddock | $17,280 | $14,997 | n/a | $32,277 | | Jeff Malmen | $27,832 | $26,440 | n/a | $54,272 | | Chris Robison | $41,056 | $26,440 | n/a | $67,496 | | Laurel Sayer(2) | n/a | n/a | n/a | n/a | | Chris Papagianis(2) | n/a | n/a | n/a | n/a | | Alex Sternhell | $27,832 | $26,440 | n/a | $54,272 |
2023 DIRECTOR COMPENSATION
(1) Reflects annual cash retainers and any committee chair or member retainers earned for 2023, including any such retainers which were paid in the form of DSUs in lieu of cash consistent with the Director’s election. Messrs. Dean, Deisley, Haddock, Malmen, Robison, Sternhell and Ms. Dove elected to receive their annual cash retainer and/or committee fees for 2023 in the form of DSUs consisting of the following number of shares: 10,201, 2,542, 5,244, 7,786, 11,487, 7,786 and 7,786, respectively. The DSUs granted to our Directors in 2023 are 100% vested on the date of grant, but do not become payable until the Director’s separation from service. (2) Ms. Sayer and Messrs. Kim and Papagianis did not receive any cash or equity compensation for services on our Board. For a description of Ms. Sayer’s compensation with respect to her services to us as our Chief Executive Officer during 2023, see the Summary Compensation Table below. (3) The amounts in these columns reflect the grant date fair value of long-term incentive plan grants of DSUs (which were not awarded to our Directors in lieu of cash retainer and committee fees) as follows: (a) with respect to Messrs. Dean, Deisley, Malmen, Robison, Sternhell, and Ms. Dove, a one-time award of 7,731 DSUs in recognition of their contributions toward the long-term goals and successes of the Company, and (b) with respect to Mr. Haddock in the amount of 3,164 DSUs, as a one-time grant upon his appointment to the Board. The number of Common Shares granted to each non-employee director with respect to these equity compensation awards was determined by dividing $26,440 (or $14,997 for Mr. Haddock) by the closing price of our common shares on the date immediately preceding the date these awards were approved. These DSUs were 100% vested on the date of grant, but do not become payable until the Director’s separation from service. A description of the Company’s Omnibus Equity Incentive Plan, pursuant to which the DSUs grants to our Directors were made, is included in the Executive Compensation section below. (4) No options were granted to any of the Directors in 2023. However, as of December 31, 2023, the Directors held the following outstanding and unexercised options that were granted in 2021: Messrs. Dean (29,500), Malmen (29,500), Robison (29,500), Sternhell (29,500).
2023 Summary Compensation Table
2023 Summary Compensation Table The following table provides information regarding the compensation earned by our named executive officers during the fiscal years ended December 31, 2023 and December 31, 2022.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Stock Awards ($)(1) (d) | Option Awards ($) (e) | Non-Equity Incentive Plan Compensation ($)(2) (f) | All Other Compensation ($)(3) (g) | Total ($) (h) | | Laurel Sayer President and Chief Executive Officer | 2023 | 283,607 | 553,933 | n/a | 158,966 | 11,388 | 1,007,894 | | | 2022 | 279,583 | 609,351 | n/a | 159,013 | 12,200 | 1,060,147 | | Jessica Largent Chief Financial Officer | 2023 | 248,675 | 446,385 | n/a | 114,042 | 13,060 | 822,162 | | | 2022 | 239,117 | 571,030 | n/a | 77,833 | 11,788 | 899,768 | | Laurence Michael Bogert General Counsel, PRII | 2023 | 212,237 | 344,106 | n/a | 63,378 | 11,156 | 630,877 | | | 2022 | 208,417 | 378,537 | n/a | 66,673 | 10,415 | 664,042 |
SUMMARY COMPENSATION TABLE
(1) The amounts in this column reflect the aggregate grant date fair values of RSUs and PSUs granted to the NEOs in 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and granted pursuant to the Perpetua Resources Corp. Omnibus Equity Incentive Plan. The grant date fair value of PSUs is based on the probable outcome of the performance conditions as of the date of grant, which was target. If the maximum amount, rather than the probable amount, were reported in the table with respect to the PSUs, the value associated with the PSUs would be as follows for each NEO: Ms. Sayer, $704,791, Ms. Largent, $512,988, and Mr. Bogert, $437,820. All RSUs granted in 2023 vest ratably in three equal annual installments following the grant date, except for the 15,000 RSUs granted to Ms. Largent on December 12, 2023, which vest as to one-third on the date of grant and will thereafter vest ratably on the next two anniversaries of the date of grant. All PSUs granted in 2023 consist of market-based PSUs where vesting is based on the Company’s performance over a three-year performance period. See “Note 8 — Equity” to the consolidated financial statements in our 2022 Annual Report on Form 10-K filed with the SEC on March 26, 2024 for additional details regarding assumptions underlying the value of these awards. (2) The amounts reflected in this column include amounts awarded to the NEOs pursuant to our Short Term Incentive Plan, as discussed in more detail below under “Narrative Disclosure to Summary Compensation Table — Short Term Incentive Program.” The amounts reflected in this column include Company contributions made to each named executive officer’s accounts pursuant to the Company’s 401(k) plan.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects information regarding outstanding equity-based awards that were held by our NEOs as of December 31, 2023. Option exercise prices reflected in this table and the accompanying footnotes have been converted to U.S. dollars for purposes of this table using the latest daily Bank of Canada exchange rate (www.bankofcanada.ca/rates/exchange) available on December 31, 2023, of CAD $1.3226 = U.S. $1.00.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | | | Stock Awards | | | | | Name (a) | Grant Date | Number of Securities Underlying Un-exercised Options (#)(1) Exercisable (b) | Number of Securities Underlying Un-exercised Options (#)(1) Un-exercisable the | Equity Incentive Plan Awards: Number of Securities Underlying Un- exercised Unearned Options (#) (d) | Option Exercise Price ($)(2) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested(3) (#) (g) | Market Value of Shares of Units of Stock That Have Not Vested(4) ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(5) (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) (j) | | Laurel Sayer | January 4, 2019 | 24,000 | — | — | $7.33 | January 4, 2024 | — | $— | — | $— | | | March 20, 2019 | 25,000 | — | — | $5.44 | March 20, 2024 | — | $— | — | $— | | | January 1, 2020 | 26,500 | — | — | $4.69 | January 1, 2025 | — | $— | — | $— | | | January 20, 2021 | 60,000 | 20,000 | — | $8.92 | January 20, 2026 | — | $— | — | $— | | | March 5, 2022 | — | — | — | $— | n/a | 36,863 | $116,856 | — | $— | | | March 5, 2022 | — | — | — | $— | n/a | — | $— | 55,295 | $175,285 | | | February 10, 2023 | — | — | — | $— | n/a | 58,929 | $186,805 | — | $— | | | February 10, 2023 | — | — | — | $— | n/a | — | $— | 58,929 | $186,805 | | Jessica Largent | March 15, 2021 | | | 90,000 | $6.90 | March 15, 2026 | — | $— | — | $— | | | March 15, 2021 | 30,000 | 10,000 | | $6.90 | March 15, 2026 | — | $— | — | $— | | | March 5, 2022 | — | — | — | $— | n/a | 24,575 | $77,903 | — | $— | | | March 5, 2022 | — | — | — | $— | n/a | — | $— | 36,863 | $116,856 | | | April 1, 2022 | — | — | — | $— | n/a | 13,333 | $42,266 | — | $— | | | February 10, 2023 | — | — | — | $— | n/a | 42,892 | $135,968 | — | $— | | | February 10, 2023 | — | — | — | $— | n/a | — | $— | 42,892 | $135,968 | | | December 12, 2023 | — | — | — | $— | n/a | 10,000 | $31,700 | — | $— | | Laurence Michael Bogert | January 4, 2019 | 19,000 | — | | $7.33 | January 4, 2024 | — | $— | — | $— | | | January 1, 2020 | 21,500 | — | | $4.69 | January 1, 2025 | — | $— | — | $— | | | January 20, 2021 | 30,000 | 10,000 | | $8.92 | January 20, 2026 | — | $— | — | $— | | | March 5, 2022 | — | — | — | $— | n/a | 22,900 | $72,593 | — | $— | | | March 5, 2022 | — | — | — | $— | n/a | — | $— | 34,350 | $108,890 | | | February 10, 2023 | — | — | — | $— | n/a | 36,607 | $116,044 | — | $— | | | February 10, 2023 | — | — | — | $— | n/a | — | $— | 36,607 | $116,044 |
Outstanding Equity Awards at 2023 Fiscal Year-End
All options granted have a five-year term and vest one quarter per year commencing on the Grant Date, except for 90,000 options granted to Ms. Largent on March 15, 2021, which have a five-year term and vest pursuant to the following formula: 60,000 x (P/NAVPS), where P = the price per share under the final financing of any equity financing (or the volume weighted average trading price on the Toronto Stock Exchange for the five days immediately preceding the funding date if the final financing is a debt financing) and NAVPS = net asset value per Common Share for the five days immediately prior to the funding date. For purposes of this column, the applicable exercise price of each stock option award was converted to USD based on the daily exchange rate from the Bank of Canada available on December 31, 2023 of C$1.3226 = US$1.00. (3) This column represents all outstanding RSUs awarded to our NEOs under the Company’s Omnibus Equity Incentive Plan. The RSUs will vest as shown in the following table, so long as the applicable NEO remains continuously employed by us from the grant date through each applicable vesting date. See the section below titled “— Potential Payments Upon Termination or Change in Control” for a description of potential acceleration and forfeiture provisions of such awards.
Outstanding Equity Awards at 2023 Fiscal Year-End
| Name | Vesting Date or Last Date of Performance Period | Number of Time-Based RSUs to Vest | | Laurel Sayer | March 5, 2024 March 5, 2025 February 10, 2024 February 10, 2025 February 10, 2026 | 18,431 18,432 19,643 19,643 19,643 | | Jessica Largent | March 5, 2024 March 5, 2025 April 1, 2024 February 10, 2024 February 10, 2025 February 10, 2026 December 12, 2024 December 12, 2025 | 12,287 12,288 13,333 14,297 14,298 14,297 5,000 5,000 | | Laurence Michael Bogert | March 5, 2024 March 5, 2025 February 10, 2024 February 10, 2025 February 10, 2026 | 11,450 11,450 12,203 12,203 12,203 |
Outstanding Equity Awards at 2023 Fiscal Year-End
(4) The market value of the outstanding RSUs and PSUs was calculated based on the closing price of the Company’s Common Shares on the Nasdaq stock exchange on December 29, 2023, of $3.17. (5) This column reflects all outstanding PSUs held by our NEOs based on target performance (100% of the PSUs granted) because performance under these awards was tracking above threshold but less than target, as of December 31, 2023. The PSU awards granted to our NEOs in 2022 and 2023 each have a three-year vesting schedule where a percentage of the grant vests at the end of the three-year period subject to achievement of performance conditions. The PSUs awarded in March of 2022 are scheduled to vest on March 5, 2025, and the PSUs awarded in February of 2023 are scheduled to vest on February 10, 2026, subject to the terms and conditions under the Company’s Omnibus Equity Incentive Plan and so long as the applicable NEO remains continuously employed by us from the grant date through the applicable vesting date. See the section below titled “— Potential Payments Upon Termination or Change in Control” for a description of potential acceleration and forfeiture provisions of such awards.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Employment Agreements Each of the employment agreements for our named executive officers provides that if the executive’s employment is terminated, then the executive is eligible to receive, under certain circumstances, advance notice of termination of employment or severance payments in lieu of advance notice and/or bonus payments, conditioned on the executive signing a release of all claims against the Company. If the Company terminates the employment of one of our named executive officers without Cause or upon a Change of Control (as such terms are defined in the applicable employment agreements), the executive is entitled to 12 months’ notice of termination of employment or severance in lieu of notice and will be entitled to receive an amount equal to the payment made for the previous year’s bonus under the Company’s Annual Incentive Plan. If the executive terminates his or her employment for Good Reason (as such term is defined in the applicable employment agreement), then the Company shall provide 12 months’ severance and an amount equal to the executive’s target bonus under the Annual Incentive Plan. Should the executive become disabled, the executive’s employment shall be terminated automatically on the day that is seventeen (17) weeks after a physical or mental condition prevents the executive from continuing active work for a period of four (4) weeks; hereafter, the executive will be eligible to receive the a payment in the amount of the payment made for the previous year’s bonus under the Annual Incentive Plan. All severance or bonus payments are required to be made in a lump sum payment within sixty (60) days following termination of employment. In the employment agreements, “Change of Control” is defined as the acquisition by any person or by any person and a person “acting jointly or in concert with” such person, whether directly or indirectly, of voting securities which, when added to all other voting securities of the Company at the time held by such person or by such person and a person “acting jointly or in concert with” another person, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of the Company. “Good Reason” means the occurrence, within 12 months of a Change of Control, of any of the following without the NEO’s written consent: (i) a meaningful and detrimental change in the executive’s position, title, duties, or responsibilities from those in effect immediately prior to a change of control; (ii) certain changes in the principal place of work of the executive; (iii) any reduction of 15% or more in the executive’s salary; or (iv) a demand by the company that the executive cease working or providing services for remuneration to another entity where the company and executive had previously agreed that the executive could engage in such activities, provided that a demand that the executive not increase the average monthly hours devoted to the third party entity shall not constitute “good reason”; and provided further that a demand that the executive cease such work due to a conflict of interest or a violation of the executive’s covenants under the employment agreement. 2011 Evergreen Incentive Stock Option Plan In the event of a change of control, all unvested incentive share options in the Company held by the NEO shall immediately vest and the incentive share options shall become exercisable. Under the 2011 Evergreen Incentive Stock Option Plan, a “Change of Control” means the acquisition by any person or by any person and a person “acting jointly or in concert with” such person, as defined in MI 62-104, whether directly or indirectly, of voting securities which, when added to all other voting securities of the Company at the time held by such person or by such person and a person “acting jointly or in concert with” another person, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Company. If the NEO is terminated without cause, the NEO shall have 30 days to exercise any incentive stock options of the Company that have vested as of the last day of work and which are unexercised as of the last day of work. Omnibus Equity Incentive Plan RSU Awards. Pursuant to the terms of the RSU awards granted under the Omnibus Equity Incentive Plan, upon a termination of employment by the company without cause or upon the executive’s retirement after the attainment of age 67, a portion of the award will vest on a pro-rata basis through the date of the termination of employment. A termination of employment due to the award holder’s death or disability will result in full vesting of the executive’s RSUs. Under the terms of the Omnibus Equity Incentive Plan, upon a termination of employment by the company without cause within the 12-month period following a change in control (as such term is defined under such plan), any unvested RSUs shall immediately become vested in full. For purposes of the foregoing, a “change in control” is defined, with certain exceptions, as the occurrence of any one of the following events: (a) any transaction by which any person or group of persons acting jointly acquires beneficial ownership of or the right to exercise control over securities of the corporation representing more than 50% of the then-issued and outstanding voting securities of the company; (b) the sale or transfer of all or substantially all of the assets of the company; (c) the dissolution or liquidation of the company; (d) a transaction requiring approval by the company’s shareholders whereby the company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other person; (e) individuals who comprise the Board for any reason cease to constitute at least a majority of the members of the Board unless the election or nomination of any new director was approved by at least a majority of the incumbent board; or (f) any other event which the Board determines to constitute a change in control of the company. Termination of Employment or Services. The following table describes the impact of certain events upon the NEO’s awards under the Omnibus Equity Incentive Plan that are not described above, including resignation, termination without cause, disability, death, or retirement, subject, in each case, to the terms of a NEO’s applicable employment agreement, award agreement, or other written agreement between the Company or a subsidiary of the Company and the NEO:
Potential Payments Upon Termination or Change in Control
| Event | Provisions | | Termination without Cause | • A portion of any unvested options or other awards under the Omnibus Equity Incentive Plan shall immediately vest, such portion to be equal to the number of unvested options or other awards held by the NEO as of the date of termination (the “Termination Date”) multiplied by a fraction the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested options or other awards were originally scheduled to vest, and for purposes of this calculation with respect to PSUs, such portion will be determined based on the target number of PSUs. Any vested options may be exercised by the NEO at any time during the period that terminates on the earlier of: (A) the expiry date of such option; and (B) the date that is 90 days after the Termination Date. If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an option or DSU, such award will be settled within 90 days after the Termination Date, provided that for U.S. taxpayers, such award will be settled within 90 days after the U.S. taxpayer’s separation from service, subject to the terms of the Omnibus Equity Incentive Plan with respect to certain Specified Employees (as defined in the Omnibus Equity Incentive Plan). DSUs will be settled in accordance with their terms. | | Disability | • Any award held by the NEO that has not vested as of the date of such NEO’s Termination Date shall vest on such date (and for this purposes the target number of PSUs will become vested). Any vested option may be exercised by the NEO at any time until the expiry date of such option. Any vested award other than an option or DSU will be settled within 90 days after the Termination Date, subject to the terms of the Amended Plan with respect to Specified Employees. DSUs will be settled in accordance with their terms. | | Death | • Any award that is held by the NEO that has not vested as of the date of the death of such NEO shall vest on such date (and for this purposes the target number of PSUs will become vested). Any vested option may be exercised by the NEO’s beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of: (a) the expiry date of such option, and (b) the first anniversary of the date of the death of such NEO. If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an option or DSU, such award will be settled with the NEO’s beneficiary or legal representative (as applicable) within 12 months after the date of the NEO’s death. DSUs will be settled in accordance with their terms. |
Potential Payments Upon Termination or Change in Control
| Event | Provisions | | Retirement | • A portion of any unvested options or other Awards shall immediately vest, such portion to be equal to the number of unvested options or other awards held by the NEO as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date any unvested options or other awards were originally scheduled to vest, and for purposes of this calculation with respect to PSUs such portion will be determined based on the target number of PSUs. Any vested option may be exercised by the NEO at any time during the period that terminates on the earlier of: (A) the expiry date of such option; and (B) the third anniversary of the NEO’s date of retirement. If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an option or DSU, such award will be settled within 90 days after the NEO’s retirement, subject to the terms of the Omnibus Equity Incentive Plan with respect to Specified Employees. DSUs will be settled in accordance with their terms. Notwithstanding the foregoing, if, following his or her retirement, the NEO commences (the “Commencement Date”) employment, consulting or acting as a director of the Company or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with the Company or any of its subsidiaries, any option or other award held by the NEO that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date. | | Change in Control | • If within 12 months following the completion of a transaction resulting in a Change in Control (as defined below), a participant’s employment, consultancy, or directorship is terminated by the Company or a subsidiary of the Company without Cause (as defined in the Omnibus Equity Incentive Plan), then (i) any unvested awards held by the participant at the Termination Date shall immediately vest and (ii) any vested awards may be exercised, surrendered to the Company, or settled by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such award; and (B) the date that is 90 days after the Termination Date. Any award that has not been exercised, surrendered, or settled at the end of such period being immediately forfeited and cancelled. | | | • Subject to certain exceptions, a “Change in Control” includes (a) any transaction pursuant to which a person or group acquires more than 50% of the outstanding Common Shares, (b) the sale of all or substantially all of the Company’s assets, (c) the dissolution or liquidation of the Company, (d) the acquisition of the Company via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise, (e) individuals who comprise the Board at the last annual meeting of shareholders (the “Incumbent Board”) cease to constitute at least a majority of the Board, unless the election, or nomination for election by the shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new director shall be considered as a member of the Incumbent Board, or (f) any other event which the Board determines to constitute a change in control of the Company. |
Indebtedness of Directors and Executive Officers
Indebtedness of Directors and Executive Officers As at March 22, 2024, there was no indebtedness, other than routine indebtedness as defined under applicable securities laws, outstanding of any current or former executive officer, Director, or employee of the Company or any of its subsidiaries which is owing to the Company or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise. No individual who is, or at any time during the financial year ended December 31, 2023, was a Director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons: (i) is or at any time since the beginning of the most recently completed financial year has been, indebted, other than routine indebtedness as defined under applicable securities laws, to the Company or any of its subsidiaries; or whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, in relation to a securities purchase program or other program.