DEF 14A of Trilogy Metals Inc.
Filed Mar 28, 2025 · FY20240001104659-25-029427
TRILOGY METALS INC. MANAGEMENT INFORMATION CIRCULAR
| DIRECTOR COMPENSATION | 52 | | Director Compensation Table | 52 | | DSU Plan for Directors | 53 | | Incentive Plan Awards | 53 | | Value Vested or Earned During the Year | 54 | | INDEBTEDNESS OF DIRECTORS AND OFFICERS | 54 | | INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS | 55 | | STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 56 | | OTHER BUSINESS | 64 | | ADDITIONAL INFORMATION | 64 | | HOUSEHOLDING | 64 | | OTHER MATERIAL FACTS | 64 | | SHAREHOLDER PROPOSALS | 64 | | CERTIFICATE | 65 | | APPENDIX A BOARD MANDATE | 66 | | APPENDIX B RESTRICTED SHARE UNIT PLAN | 77 | | APPENDIX C NON-EMPLOYEE DIRECTORS DEFERRED SHARE UNIT PLAN | 87 |
Election of Directors
Election of Directors According to the Articles of the Company, the Board shall consist of not less than three and no more than such number of directors to be determined by resolution of the Shareholders. The number of directors is currently determined at seven. At the Meeting, Shareholders will be asked to elect seven directors to the Board. The proposed nominees in the list that follows are, in the opinion of management, well qualified to direct the Company’s activities for the ensuing year and have confirmed their willingness to serve as directors, if elected. The term of office of each director elected will be until the next annual meeting of the Shareholders of the Company or until his or her successor is elected or appointed, unless his or her office is earlier vacated, in accordance with the Articles of the Company and the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”). The Board adopted a Majority Voting Policy on March 28, 2013, as amended March 14, 2017, stipulating that Shareholders shall be entitled to vote in favour of, or withhold from voting for, each individual director nominee at a Shareholder’s meeting. If the number of Common Shares “withheld” for any nominee exceeds the number of Common Shares voted “for” the nominee, then, notwithstanding that such director was duly elected as a matter of corporate law, he or she shall tender his or her written resignation to the Chair of the Board. The Corporate Governance and Nominating Committee of the Board (the “Corporate Governance and Nominating Committee”) will consider such offer of resignation and will make a recommendation to the Board concerning the acceptance or rejection of the resignation after considering all factors deemed relevant. The Board must take formal action on the Corporate Governance and Nominating Committee’s recommendation within 90 days of the date of the applicable Shareholder’s meeting and announce its decision by press release. Absent exceptional circumstances, the Board will be expected to accept the resignation which will be effective on such date. The policy does not apply in circumstances involving contested director elections. See the “Statement of Corporate Governance Policies – Majority Voting Policy” section of this Circular for additional information. Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted FOR the election of the nominees whose names are set forth below. If, prior to the Meeting, any of the listed nominees shall become unavailable to serve, the persons designated in the proxy form will have the right to use their discretion in voting for a properly qualified substitute. Management does not contemplate presenting for election any person other than these nominees but, if for any reason management does present another nominee for election, the proxyholders named in the accompanying form of proxy reserve the right to vote for such other nominee in their discretion unless the Shareholder has specified otherwise in the form of proxy.
Election of Directors
| Name, Province or State and Country of Residence | Independence | Principal Occupation | Director Since | | Tony Giardini Rome, Italy | Non-Independent | President and Chief Executive Officer of the Company | January 2012 | | James Gowans(2)(3) British Columbia, Canada | Independent | Independent director of various companies | May 2019 | | William Hayden(2)(3) New South Wales, Australia | Independent | Self-employed Geologist | June 2015 | | William Iggiagruk Hensley(2)(3)(4) Alaska, USA | Independent | Retired | December 2017 | | Gregory Lang(1)(3) Utah, USA | Independent | President and Chief Executive Officer of NOVAGOLD Resources Inc. | January 2012 |
Election of Directors
| Name, Province or State and Country of Residence | Independence | Principal Occupation | Director Since | | Janice Stairs(1)(4) Nova Scotia, Canada | Independent | Independent director of various companies | April 2011 | | Diana Walters(1)(4) Texas, USA | Independent | Manager and Founder of Amichel LLC | May 2016 |
Election of Directors
| (1) Member of the Audit Committee (as defined herein). |
Election of Directors
| (2) Member of the Compensation Committee (as defined herein). |
Election of Directors
| (3) Member of the Environment, Health, Safety and Technical Committee (as defined herein). |
Election of Directors
| (4) Member of the Corporate Governance and Nominating Committee. |
Election of Directors
The term of office for each director expires as at the date of each annual general meeting unless such director is re- elected at that annual general meeting. See the “Information Concerning the Board of Directors and Executive Officers” section of this Circular for further information regarding the above directors. See the “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” section of this Circular for details on share ownership and the number of securities beneficially owned, or controlled or directed, directly or indirectly, by each proposed director.
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS The following table sets forth certain information with respect to our current directors and executive officers. The term for each director expires at our next annual meeting of the Shareholders of the Company or at such time as his or her successor is appointed, upon ceasing to meet the qualifications for election as a director, upon death, upon removal by the Shareholders or upon delivery or submission to the Company of the director’s written resignation, unless the resignation specifies a later time of resignation. Each executive officer shall hold office until the earliest of the date his or her resignation becomes effective, the date his or her successor is appointed or he or she ceases to be qualified for that office, or the date he or she is terminated by the Board. The names, locations of residence, ages of, and offices held by, the directors and executive officers have been furnished by each of them and is current as of March1, 2025. Unless otherwise indicated, the address of each director and executive officer in the table set forth below is the principal executive office of Trilogy Metals Inc. located at Suite 901, 510 Burrard Street, Vancouver, British Columbia, V6C 3A8 Canada.
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| Name and Municipality of Residence | Position and Office Held | Director/Officer Since | Age | | Tony Giardini(1) Rome, Italy | Director, President and Chief Executive Officer of the Company | January 26, 2012 | 65 | | James Gowans(3)(5) British Columbia, Canada | Director | May 22, 2019 | 73 | | William Hayden(3)(5) New South Wales, Australia | Director | June 19, 2015 | 73 | | William Hensley(3)(4)(5) Alaska, USA | Director | December 22, 2017 | 83 | | Gregory Lang (2)(5) Utah, USA | Director | January 26, 2012 | 70 | | Janice Stairs(6) (2) (4) Nova Scotia, Canada | Chair | April 27, 2011 | 65 | | Diana Walters(2)(4) Texas, USA | Director | May 18, 2016 | 61 | | Elaine Sanders British Columbia, Canada | Vice President, Chief Financial Officer and Corporate Secretary of the Company | April 29, 2011(7) | 55 |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (1) Mr. Giardini was appointed President and Chief Executive Officer on June 1, 2020. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (2) Member of the Audit Committee. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (3) Member of the Compensation Committee. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (4) Member of the Corporate Governance and Nominating Committee. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (5) Member of the EHST Committee. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (6) Ms. Stairs was appointed Chair of the Board on May 23, 2019. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (7) Appointed Corporate Secretary on April 29, 2011 and Vice President and CFO on January 30, 2012. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| Tony Giardini, CPA, CA | | Tony Giardini is currently the President and Chief Executive Officer of the Company, a position he has held since June 2020. Mr. Giardini was President of Ivanhoe Mines Ltd. from May 2019 to March 2020 and was Executive Vice President and Chief Financial Officer of Kinross Gold Corporation from December 2012 to April 2019. He was Chief Financial Officer of Ivanhoe Mines Ltd. from May 2006 to April 2012. Prior to joining Ivanhoe Mines Ltd., Mr. Giardini spent more than 10 years with Placer Dome Inc. as Vice President and Treasurer. Mr. Giardini is a Chartered Professional Accountant and a Certified Public Accountant and spent 12 years with accounting firm KPMG prior to joining Placer Dome Inc. Principal Occupation During Past Five Years: President of Ivanhoe Mines Ltd. (May 2019 – March 2020); and Chief Financial Officer of Kinross Gold Corporation (December 2012 - April 2019). The Board has determined that Mr. Giardini should serve as a director due to his experience in finance, financial reporting and operations as a chief financial officer of a major mining company. Areas of experience include: finance, investment banking, governance, mining industry, treasury and audit. Directorships Held During Past Five Years Current: Alamos Gold Inc. Non-current: Torex Gold Resources Inc. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| | Overall Attendance 100% | Securities Held | | | | | | Board / Committee Membership | Regular Meeting | Common Shares # | Stock Options # | RSUs # | DSUs # | Meets Share Ownership Requirement(1) | | Board | 8/8 | 7,133,947 | 6,318,400 | 600,002 | 202,324 | Yes | | Ambler Metals | 7/7 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (1) The Company has implemented a Share Ownership Policy (as defined below) for Directors and executive officers. See “Share Ownership Policy”. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| James (Jim) Gowans | | James Gowans is an independent director of various companies. He was previously the Interim President and Chief Executive Officer of the Company from September 2019 to June 2020. He was previously the President, Chief Executive Officer (“CEO”) and a Director of Arizona Mining Inc. from January 2016 until it was purchased by South32 Limited in August 2018. He was senior advisor to the Chair of the Board of Barrick Gold Corporation from August to December 2015, Co-President from July 2014 to August 2015 and Executive Vice-President and COO from January to July 2014. He served as Managing Director of the Debswana Diamond Company in Botswana from 2011 to 2014. He has extensive experience as a senior executive in the mining industry, including holding executive positions at DeBeers SA, DeBeers Canada Inc., and PT Inco in Indonesia, and with Placer Dome Ltd. Mr. Gowans is the past Chair of the Mining Association of Canada. Mr. Gowans also has experience in Alaska, having worked for Cominco Limited where he oversaw the completion of a feasibility study and the subsequent design and construction of the Red Dog Mine. Mr. Gowans then operated the Red Dog Mine for three years following its commissioning. Mr. Gowans received a Bachelor of Applied Science degree in Mineral Engineering from the University of British Columbia and attended the Banff School of Advanced Management. He has extensive mining knowledge and perspective on the importance of corporate social responsibility and brings human resources experience as a former Vice-President, Human Resources at Placer Dome. Principal Occupation During Past Five Years: Interim President and Chief Executive Officer of the Company (September 2019 – Present); Independent director of various companies (August 2018 – present); President, CEO and a director of Arizona Mining Inc. (January 2016 – August 2018). The Board has determined that Mr. Gowans should serve as a director due to his experience as a director and senior officer for various mining companies, his experience in mine operations and project development and his Alaskan-based project experience. Areas of experience include: senior officer and board experience, mining industry, project and operations management, project design, Alaskan-based project experience, environment and safety. Directorships Held During Past Five Years Current: NexGold Mining Corp., Premium Resources Ltd., Teck Resources Limited Non-current: Titan Mining Corp., Paycore Minerals Inc., New Gold Inc., Marathon Gold Corporation, Cameco Corp. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| | Overall Attendance 68%(2) | Securities Held | | | | | | Board / Committee Membership | Regular Meeting | Common Shares # | Stock Options # | RSUs # | DSUs # | Meets Share Ownership Requirement(1) | | Board | 6/8 | 134,046 | 830,000 | 100,000 | 525,139 | Yes | | Compensation | 3/3 | | | | | | | EHST | 2/4 | | | | | | | Ambler Metals | 4/7 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (1) The Company has implemented a Share Ownership Policy for Directors and executive officers. See “Share Ownership Policy”. | | (2) Mr. Gowans was unable to attend certain Board and committee meetings held during the later part of the year due to health-related issues. When Mr. Gowans was unable to attend meetings of the Ambler Metals Committee (as defined herein), the Company appointed the Company CFO as a delegate. Mr. Gowans has since recovered from his health issues and is fully engaged with his Board duties as a director of the Company. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| William (Bill) Hayden | | Mr. Hayden is a self-employed geologist with over 40 years of experience in the mineral exploration industry, much of which has been in Africa, South America and the Asia-Pacific region. Bill was the co-founder and President of Ivanhoe Nickel and Platinum Ltd. (now Ivanhoe Mines Ltd), a Canadian company which assembled extensive mineral holdings in South Africa and the Democratic Republic of Congo. Since 1983, Bill has worked in a management capacity with several exploration and mining companies both in Australia and overseas. Bill was the President of Ivanhoe Philippines and GoviEx Uranium Inc., and a former director of Sunward Resources Ltd. Principal Occupation During Past Five Years: Self-employed geologist (2011 – Present). The Board has determined that Mr. Hayden should serve as a director due to his knowledge of the mining industry and public capital markets. Areas of experience include: senior officer, mining industry, international project, and public capital markets. Directorships Held During Past Five Years Current: Ivanhoe Mines Ltd., Nevada King Gold Corp., New Found Gold Corp. Non-current: Globe Metals & Mining Ltd., Sunward Resources Ltd., Noble Metals Ltd., Asia Pacific Mining Limited, Palisades Goldcorp Ltd. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| | Overall Attendance 100% | Securities Held | | | | | | Board / Committee Membership | Regular Meeting | Common Shares # | Stock Options # | RSUs # | DSUs # | Meets Share Ownership Requirement(1) | | Board | 8/8 | 222,159 | 325,000 | 100,000 | 455,996 | Yes | | Compensation | 3/3 | | | | | | | EHST | 4/4 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (1) The Company has implemented a Share Ownership Policy for Directors and executive officers. See “Share Ownership Policy”. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| William Iggiagruk Hensley | | Mr. Hensley was the Distinguished Visiting Professor in the Department of Business and Public Policy at the University of Alaska in Anchorage. He retired from Alyeska Pipeline Service Company where he served as Manager of Federal Government Relations in Washington, DC. Prior to his employment with Alyeska, Mr. Hensley was appointed Commissioner of Commerce and Economic Development, where he was responsible for Alaska’s involvement in tourism and seafood marketing, international trade, insurance, banking and securities as well as occupational licensing. He also served on the Oil and Gas Policy Council, the board of directors of the Alaska Permanent Fund Corporation, the Alaska Railroad and the Alaska Industrial Development Authority. Mr. Hensley was a founder of NANA Regional Corporation, served as a director for 20 years and concluded his career there as President. While at NANA, he directed its involvement in the oilfield services area, most specifically in the environmental services and drilling ventures. He was also active in the development of the world’s largest lead and zinc mine, Red Dog. He was a founder of Maniilaq, the regional non-profit representing the tribes in the Kotzebue region, and was involved in the formation of the Alaska Federation of Natives and served as executive director, President and Co-Chairman. Principal Occupation During Past Five Years: Distinguished Visiting Professor in the Department of Business and Public Policy at the University of Alaska in Anchorage (2012 – 2022). The Board has determined that Mr. Hensley should serve as a director due to his knowledge of public policy and strategy and leadership. Areas of experience include: public policy, strategy and leadership, metals and mining, operations and development and accounting. Diverse on the basis of ethnicity. Directorships Held During Past Five Years Current: Chair, Board of Trustees, First Alaskans Institute, Chair, Board of Trustees, Aqqaluk Trust Non-current: None. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| | Overall Attendance 89% | Securities Held | | | | | | Board / Committee Membership | Regular Meeting | Common Shares # | Stock Options # | RSUs # | DSUs # | Meets Share Ownership Requirement(1) | | Board | 8/8 | 43,638 | 325,000 | 100,000 | 487,299 | Yes | | Compensation | 2/3 | | | | | | | EHST | 2/2 | | | | | | | Corporate Governance and Nominating | 5/6 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (1) The Company has implemented a Share Ownership Policy for Directors and executive officers. See “Share Ownership Policy”. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| Gregory Lang | | Mr. Lang is President and Chief Executive Officer of NOVAGOLD Resources Inc., a gold mining company. Mr. Lang has over 35 years of diverse experience in mine operations, project development and evaluations, including experience as President of Barrick Gold of North America, a wholly-owned subsidiary of Barrick Gold Corporation. Mr. Lang has held operating and project development positions over his 10-year tenure with Barrick Gold Corporation and, prior to that, with Homestake Mining Company and International Corona Corporation, both of which are now part of Barrick Gold Corporation. He holds a Bachelor of Science in Mining Engineering from University of Missouri-Rolla and is a Graduate of the Stanford University Executive Program. Principal Occupation During Past Five Years: President and Chief Executive Officer of NOVAGOLD Resources Inc. (January 2012 –present). The Board has determined that Mr. Lang should serve as a director due to his knowledge of mine building and operations. Areas of experience include: senior officer, mine engineering, construction, safety and operations. Directorships Held During Past Five Years Current: NOVAGOLD Resources Inc. Non-current: None. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| | Overall Attendance 100% | Securities Held | | | | | | Board / Committee Membership | Regular Meeting | Common Shares # | Stock Options # | RSUs # | DSUs # | Meets Share Ownership Requirement(1) | | Board | 8/8 | 314,181 | 325,000 | 100,000 | 583,862 | Yes | | EHST | 4/4 | | | | | | | Audit | 5/5 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (1) The Company has implemented a Share Ownership Policy for Directors and executive officers. See “Share Ownership Policy”. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| Janice Stairs, LLB, MBA | | Ms. Stairs has 40 years of experience working with companies involved in the resource sector including general counsel and other executive positions held with Namibia Critical Metals Inc., Endeavour Mining Corporation and Etruscan Resources Inc. Prior to 2004, Ms. Stairs was a partner with the law firm of McInnes Cooper (formerly Patterson Palmer) located in Halifax, Nova Scotia where she practiced law in private practice for 19 years specializing in corporate finance, securities and resource-related issues for private and public companies. Ms. Stairs graduated from Dalhousie Law School and holds a Masters of Business Administration degree from Queen’s University. Principal Occupation During Past Five Years: Director of various public companies (2020-present). The Board has determined that Ms. Stairs should serve as a director due to her experience in securities compliance and public listing requirements and knowledge of legal and corporate governance. Areas of experience include: legal aspects of corporate finance, securities and resource-related issues for private and public companies. Diverse on the basis of gender. Directorships Held During Past Five Years Current: None. Non-current: Gabriel Resources Ltd., Marathon Gold Corporation, Gatos Silver, Inc. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| | Overall Attendance 100% | Securities Held | | | | | Board / Committee Membership | Regular Meeting | Common Shares # | Stock Options # | DSUs # | Meets Share Ownership Requirement(1) | | Board | 8/8 | 458,771 | 350,000 | 609,780 | Yes | | Audit | 5/5 | | | | | | Corporate Governance and Nominating | 6/6 | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (1) The Company has implemented a Share Ownership Policy for Directors and executive officers. See “Share Ownership Policy”. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| Diana Walters | | Ms. Walters has more than 35 years of experience in the natural resources sector, as a private equity investor, investment banker, CFO, board member and in other roles within the sector. Ms. Walters serves as a Senior Advisor to Independence Point Advisors, LLC a company that provides financial and strategic advisory services to company boards and senior management. She served as the President of Liberty Metals & Mining Holdings, LLC, and as a member of senior management of Liberty Mutual Asset Management from January 2010 to September 2014. She was a Managing Partner of Eland Capital, LLC, a natural resources advisory firm founded by her, from 2007 to 2010. Ms. Walters has extensive investment experience with both debt and equity through various leadership roles at Credit Suisse, HSBC and other firms. She also served previously as Chief Financial Officer of Tatham Offshore Inc., an independent oil and gas company with assets in the Gulf of Mexico. Ms. Walters graduated with Honors from the University of Texas at Austin with a B.A. in Plan II Liberal Arts and an M.A. in Energy and Mineral Resources. Principal Occupation During Past Five Years: Senior Advisor to Independence Point Advisors, LLC (commenced in 2022), and Manager and Founder of Amichel LLC (2019 to present). The Board has determined that Ms. Walters should serve as a director due to her knowledge and experience of corporate finance and the mining sector. Areas of experience include: finance, accounting, mergers and acquisitions, compensation, corporate governance, ESG (as defined below), corporate diversity and the mining and energy industries. Diverse on the basis of gender. Directorships Held During Past Five Years Current: Platinum Group Metals Ltd., NuScale Power, LLC Non-current: Alta Mesa Resources, Inc., Atmos Energy Corporation |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| | Overall Attendance 100% | Securities Held | | | | | | Board / Committee Membership | Regular Meeting | Common Shares # | Stock Options # | RSUs # | DSUs # | Meets Share Ownership Requirement(1) | | Board | 8/8 | 51,302 | 325,000 | 100,000 | 521,952 | Yes | | Audit | 5/5 | | | | | | | Corporate Governance and Nominating | 6/6 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (1) The Company has implemented a Share Ownership Policy for Directors and executive officers. See “Share Ownership Policy”. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| Elaine Sanders, CPA, CA, CPA (Illinois) | | Ms. Sanders is the Chief Financial Officer and Corporate Secretary of the Company and was Vice President, Chief Financial Officer and Corporate Secretary of NOVAGOLD previously. She brings over 25 years of experience in audit, finance and accounting with public and private companies. She has been involved with numerous financings and acquisitions, and has listed companies on both the TSX and NYSE American. Ms. Sanders is responsible for all aspects of financial reporting, compliance and corporate governance of the Company. She holds a Bachelor of Commerce degree from the University of Alberta, and is a Chartered Professional Accountant and a Certified Public Accountant. Principal Occupation During Past Five Years: Chief Financial Officer and Corporate Secretary of the Company (2012–present) Areas of experience include: finance, securities compliance, senior officer and corporate governance. Diverse on the basis of gender and ethnicity. Directorships Held During Past Five Years Current: None Non-current: Alexco Resource Corp. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| | Overall Attendance N/A | Securities Held | | | | | Board / Committee Membership | Regular Meeting | Common Shares # | Stock Options # | RSUs # | Meets Share Ownership Requirement(1) | | N/A | N/A | 3,123,860 | 2,050,000 | 300,001 | Yes |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
| (1) The Company has implemented a Share Ownership Policy for Directors and executive officers. See “Share Ownership Policy”. |
Objectives of Compensation Program
Objectives of Compensation Program The objectives of the Company’s compensation program are to attract, retain and incentivize highly qualified executive officers with the talent and experience necessary for the success of the Company. The Company’s compensation program is designed to recruit and retain key individuals and reward individuals with compensation that has long-term growth potential while recognizing that the executives work as a team to achieve corporate results and should be rewarded accordingly. The Compensation Committee evaluates each executive officer position to establish and enumerate skill requirements and levels of responsibility. The Compensation Committee, after referring to market information recommends compensation for the executive officers. The Compensation Committee engaged an outside compensation advisor, Roger Gurr & Associates (the “Compensation Consultant”), to review the market information and complete an analysis for the fiscal year ended November 30, 2024 which included reviewing and recommending the peer comparator group of mining companies, reviewing and confirming the compensation strategy and reviewing compensation data of the peer comparators. Similar to prior years, the CEO made a recommendation to the Compensation Committee regarding base salary increases, annual incentives and long-term incentives for executive officers other than the CEO. These recommendations are based on the individual’s salary in relation to guidepost, their actual individual and company performance and overall market conditions. Management utilized compensation surveys prepared for the mining sector to assist with their recommendations. The Compensation Committee held an in-camera meeting to review these recommendations and then put forward their recommendation to the Board for approval.
Executive Compensation Policies and Programs
| • | align the interests of executive officers with the long-term interests of Shareholders through participation in the Company’s stock-based compensation plans. |
Executive Compensation Policies and Programs
Currently, the Company’s executive compensation package consists of the following principal components: base salary, annual incentive bonus, various health plan benefits, registered retirement savings plan (“RRSP”) matching for Canadian NEOs, and long-term incentives in the form of stock options and restricted share units. The following table summarizes the different elements of the Company’s total compensation package.
Executive Compensation Policies and Programs
| COMPENSATION ELEMENT | OBJECTIVE | KEY FEATURE | | Base Salary | Provide a fixed level of cash compensation for performing day- to-day responsibilities. | Actual increases are based on individual performance or market conditions. | | Annual Incentive Plan | Reward for short-term performance against corporate, and individual goals. | Actual payout depends on performance against corporate and individual goals. Minimum Company performance needs to be met before a payout occurs. | | Stock Options | Align management interests with those of Shareholders, encourage retention and reward long-term Company performance. | Stock option grants generally vest over 2 years, with one-third vesting on the date of grant and one-third on each of the first and second anniversaries of the date of grant. Stock option grants generally have a 5-year life. | | Restricted Share Units | Align management interests with those of Shareholders, encourage retention and reward long-term Company performance. | RSU grants generally vest over a period of 2 years with one-third of the RSUs vesting on the date of grant and one-third on each of the first and second anniversaries of the date of grant. | | Retirement Plans: RRSP (Canadian employees) | Provide retirement savings. | RRSP – Company matches 100% of the employee’s contribution up to 5% of base salary. | | Health Plan Benefits | Provide security to employees and their dependents pertaining to health and welfare risks. | Coverage includes medical and dental benefits, short- and long-term disability insurance, life insurance and employee assistance plan. |
Annual Compensation Decision-Making Process
Annual Compensation Decision-Making Process Each year, the executive team establishes goals and initiatives for the upcoming year that include key priorities. The CEO presents these goals and initiatives to the Board for approval. Similarly, the CEO and the Chair of the Compensation Committee work together to establish goals for the CEO for the upcoming fiscal year and the CEO follows a process similar to the other NEOs. Performance relative to these goals is reviewed at year-end and performance ratings are determined for the Company by the Board, for the CEO by the Compensation Committee and for each of the other NEOs by the CEO. These performance ratings are used in making decisions and calculations related to base salary increases, annual incentive payouts and stock-based grants. The Board can exercise discretion in determining the appropriate performance rating for the Company and executive officers based on their evaluation of performance against goals set at the beginning of the year. The Compensation Committee makes a recommendation to the Board regarding the CEO’s base salary, annual incentive payout and stock-based grant. The Compensation Committee also reviews the performance and compensation recommendations for the NEOs by the CEO and makes the final determination regarding the same. In 2024, the Compensation Committee reviewed the performance of both the CEO and CFO and made a recommendation to the Board taking in consideration market conditions.
Risk Assessment of Compensation Policies and Practices
| • | The Company’s compensation mix is balanced among fixed components such as salary and benefits, annual incentive payments and long-term incentives, including RSUs and stock options. |
Risk Assessment of Compensation Policies and Practices
| • | The annual incentive program for the executive management team, which includes each of the NEOs, is approved by the Board. Individual payouts are based on a combination of financial metrics as well as qualitative and discretionary factors. |
Peer Group
Peer Group The Company retains the Compensation Consultant to assist the Compensation Committee in determining compensation levels for each of the three main components for the Company’s directors and NEOs. The Compensation Consultant’s work encompasses a review of the Company’s executive compensation philosophies against a comparable peer group of mining companies using the publicly available filings of peer companies. A compensation comparator group of mining companies has been developed using the following ideal criteria:
Peer Group
| • | head office in North America (ideally Canada); |
Peer Group
| • | focus on base metals (ideally copper) and precious metals; |
Peer Group
| • | focus on mining development (pre-feasibility, PEA, mine revitalization) with at least one significant project asset (10 year plus mine life); |
Peer Group
| • | market cap between CAD$50 million to $500 million; |
Peer Group
| • | projects focused in North America (or low risk jurisdictions); |
Peer Group
| • | common shares listed on US and/or Canadian stock exchange; and |
Peer Group
| • | stand-alone company that employs full-time executives in leadership roles. |
Peer Group
The ideal peer comparator would be a mining company with head office in Canada developing a significant flagship copper project in North America, similar in size and organization structure to the Company. This would seriously limit the number of peer comparator companies and therefore, the criteria above have been developed such that a composite group of 15 to 20 companies can be developed to represent the marketplace in which the Company primarily competes for talent. Based upon considerations listed above including but not limited to, company size, stage of development and operating jurisdictions, the following peer comparators were selected.
Peer Group
| Arizona Metals Corp. | Liberty Gold | | Arizona Sonoran Copper Company | Osisko Development Corp. | | Ascot Resources Ltd. | Perpetua Resource Corp. | | Discovery Silver | Prime Mining Corp. | | Excelsior Mining Corp. | Solaris Resources Inc. | | Faraday Copper Corp. | Troilus Gold Corp. | | First Mining Gold Corp. | Wallbridge Mining Company | | I-80 Gold Corp. | Western Copper & Gold |
Peer Group
(collectively, the “Peer Group”)
Compensation Elements
Compensation Elements After compiling information based on salaries, bonuses and other types of cash and equity-based compensation programs obtained from the public disclosure records of the Peer Group, the Compensation Consultant reported its findings to the Compensation Committee. The Compensation Consultant made recommendations to the Compensation Committee regarding compensation targets for NEOs. No changes were made to the compensation targets for the NEOs during the 2024 fiscal year. Base Salary Salaries for executive officers are determined by evaluating the responsibilities inherent in the position held and the individual’s experience and past performance, as well as by reference to the competitive marketplace for management talent at other Peer Group companies. The Compensation Committee refers to market information publicly available and information provided by the Compensation Consultant. The Compensation Consultant matched the executive officers to those individuals performing similar functions at the Peer Group companies. Each of the CEO’s and CFO’s base salary is targeted between the median and top quartile of the Peer Group. The Company targets base salaries above the median to assist in attracting and retaining the key people that the Company needs to be successful. Individual performance is evaluated based on goals and initiatives set at the beginning of the year. Management determines a salary increase budget for each year based on market data from consulting companies and considering the Company’s financial resources. Using this budget and taking into account individual performance and the individual’s position in his or her salary band, management may recommend an increase for one or all NEOs. The Compensation Committee makes a recommendation for any base salary increase, also taking into account the budget set and individual performance. Base Salary for 2024 and 2025 As a result of the compensation review conducted in 2024, the Compensation Committee recommended, and the Board approved no base salary increases for 2025 for the NEOs of the Company due mainly to market conditions.
Annual Incentive Plan
Annual Incentive Plan At the end of each fiscal year, the Compensation Committee reviews actual performance against the objectives set by the Company and the NEOs for such fiscal year. The assessment of whether the Company’s objectives for the year have been met includes, but is not limited to, considering the quality and measured progress of the Company’s exploration projects, raising of capital, strategic opportunities, corporate alliances and similar achievements. The following goals and performance objectives were considered prior to determining the annual incentive awards for the NEOs.
Annual Incentive Plan
| Goal | Performance Objectives | Weighting | Achievement | | Joint Venture Oversight & Stakeholder Engagement | Assist with management of the Ambler Metals team through the services agreement Ensure Ambler Metals project assets are maintained in working order and mining claims in good standing Ensure compliance with NANA Agreement Monitor activities with AIDEA and the access road, including lawsuit Support AAP remand process and re-instatement of the JROD Board and technical committee meeting preparation and oversight Continue developing the exploration strategy for UKMP with our partner | 45 | 65 |
Annual Incentive Plan
| Goal | Performance Objectives | Weighting | Achievement | | | Engage consultant for external affairs with a focus on federal government support and engagement with stakeholders Determine mine permitting strategy with our partners Review financial results compared with budget, monitor cash position, including detail review of AAP budget Monitor community relations with local villages and other stakeholders Participation in Ambler Metals Oversight Committee of the Board (the “Ambler Metals Committee”), including economic impact study for the mine and cost of living impact for local communities Review and education of historical project expenditures Investigate transportation options for the projects Follow up on potential DoD funding for critical mineral projects Continue study work on critical minerals such as germanium, bio-leaching assessment with UofAA | | | | Exploration Opportunities | Continue to review other opportunities within Alaska | 5 | 5 | | Investor Relations and Marketing | Outreach to analysts to maintain communications Communication with existing shareholders Outreach to new institutional shareholders / investor conferences Outreach to new retail shareholders / investor conferences Effective communication strategy and update marketing materials as necessary Attend investor conferences either in person or virtual | 15 | 15 | | Corporate Development & Defence Preparation | Maintain working cash flow model for the projects Continue education of projects and support any due diligence efforts | 10 | 10 | | Delivering Value | Total shareholder returns against compensation comparator group and basket of copper companies Strategic planning sessions for the Board Assist with compliance for board governance News flow schedule created and managed Prepare strategy for November 2024 election and potential outcomes for new administration | 10 | 15 | | Head Office Operations | Maintain stock exchange requirements Ensure filings are timely and accurate Ensure back office functions are operating effectively Review of internal controls and SOX 404 certifications Communicate and coordinate any legal reviews of filing documents Ensure payroll is timely and accurate Ensure all insider activity is monitored and reported Effective management of board and committee meetings and scheduling | 5 | 5 | | Liquidity | Actual costs within budget of 10% Maintain ability to financing by ensuring filings are up to date Negotiate and close a cost-effective financing for a minimum of $3 million | 10 | 10 | | Total | | 100 | 125 |
Annual Incentive Plan
A minimum corporate performance needs to be met prior to any payout. The Company achieved 125% score by achieving its goals for the year and in addition, management continued cash preservation activities, invested excess cash to earn significant interest income and worked with Ambler Metals to invest excess cash in low-risk interest bearing investments. The Company also worked with its joint venture partner to return $25 million to each of the joint venture members during the most recent completed financial year avoiding the need for an equity financing. Annual Incentive for Fiscal 2024 Discretionary bonuses were paid out to the Company’s NEOs in 2024. The Compensation Committee considered corporate performance and the contributions of the Company’s NEOs along with corporate cash preservation considerations and determined a bonus paid out in equity would be awarded for the successful completion of the 2024 corporate goals. The following table outlines the results of the annual incentive calculation for 2024.
Annual Incentive Plan
| Name | Target | 2024 Annual Incentive Cash Value(1) | 2024 Annual Incentive RSU Number | 2024 Annual Incentive RSU Value(2) | | Tony Giardini | 100% of base salary | NIL | 451,400 | $469,456 | | Elaine Sanders | 70% of base salary | $106,746 | 104,750 | $108,940 |
Annual Incentive Plan
| (1) 2024 Annual Incentive consisted of a cash payment of C$105,835 using the average exchange rate of C$1.00 = $0.7336 US dollars. |
Annual Incentive Plan
| (2) 2024 Annual Incentive consisted of the issuance of RSUs that vested immediately on the grant date of December 9, 2024. RSU Value based on the stock price of $1.04 per share. |
Stock-Based Incentive Plans
Stock-Based Incentive Plans Stock-based grants are generally awarded to executive officers at the commencement of their employment and periodically thereafter. For annual grants, stock options and/or RSUs are granted based on a review of prior year grants and peer group grants and executive and company performance. The purpose of granting stock options and/or RSUs is to assist the Company in compensating, attracting, retaining and motivating directors, officers, employees and consultants of the Company and to closely align the personal interests of such persons to that of the Shareholders. These equity vehicles were chosen because the Company believes that these vehicles best incentivize the team to focus their efforts on increasing shareholder value. Stock-Based Grants in Fiscal 2024 On December 7, 2023, the Board also approved an annual grant for the Company’s NEOs for 2024 of a total of 1,650,000 stock options at an exercise price of C$0.59 and were fair valued at $0.20 per option, and 1,650,000 RSUs valued at $0.43 per share. The stock options and RSUs vest equally in thirds on the grant date, the first anniversary of the grant date, and the second anniversary of the grant date. This grant of stock options and RSUs to the NEOs in 2024 represents approximately 2.01% of the total Common Shares currently issued and outstanding as of March 2, 2025. The following table outlines details of the fiscal 2024 stock option grants.
Stock-Based Incentive Plans
| Name | Grant Date | Stock Option Grant #/Value | RSU Grant #/Value | | Tony Giardini | December 7, 2023 | 1,100,000 / $220,000 | 1,100,000 / $473,000 | | Elaine Sanders | December 7, 2023 | 550,000 / $110,000 | 550,000 / $236,500 |
Compensation Governance
| • | reviewing and recommending for approval by the Board, the annual salary, bonus and other benefits, direct and indirect, including corporate goals and objectives, of the CEO; |
Compensation Governance
| • | approving compensation, incentive plans and equity-based plans for all other key employees; and |
Compensation Governance
| • | reviewing the adequacy and form of the compensation of directors. |
Compensation Committee’s Relationship with its Independent Compensation Consultant
Compensation Committee’s Relationship with its Independent Compensation Consultant The Compensation Committee had in the past engaged a Compensation Consultant to provide specific support to the Compensation Committee in determining compensation for the Company’s officers and directors, including during the most recently completed fiscal year. Such analysis and advice from the Compensation Consultant includes, but is not limited to, executive compensation policy (for example, the choice of companies to include in the Peer Group and compensation philosophy), total compensation benchmarking for the NEOs, and incentive plan design. In addition, this support in the past has consisted of (i) the provision of general market observations throughout the year with respect to market trends and issues; (ii) the provision of benchmark market data; and (iii) attendance at a Compensation Committee meeting to review market trends and issues and market analysis findings.
Employment Agreements
Employment Agreements The Company has entered into employment agreements with each of the NEOs to address many issues important in the employer-employee relationship including:
Employment Agreements
| • | term of employment; |
Employment Agreements
| • | amount of compensation and benefits such as vacation or health plan; |
Employment Agreements
| • | the duties, tasks and responsibilities expected of the employee; |
Employment Agreements
| • | termination provisions including in the event of a change of control; |
Employment Agreements
| • | confidentiality of information to prevent employees from disclosing to others any confidential information after employment ends; |
Employment Agreements
| • | non-solicitation restrictions to prevent the employee from attempting to solicit other employees; and |
Employment Agreements
| • | any other issues specific to the employment situation. |
Employment Agreements
Tony Giardini Mr. Giardini was employed by the Company as President and CEO pursuant to an employment contract with the Company effective June 1, 2020. Pursuant to the terms of his employment contract, Mr. Giardini is entitled to an annual salary of C$500,000 commencing October 1, 2020. For the period of June 1, 2020 to September 30, 2020, in lieu of salary, Mr. Giardini was granted 170,000 options with an exercise price of C$2.62 to purchase Common Shares vesting on September 30, 2020. Mr. Giardini’s salary will be reviewed annually by the Compensation Committee in consultation with Mr. Giardini and may be adjusted based on his performance and the performance of the Company, provided, however, that in no event would the salary be less than the salary payable in the previous fiscal year. Pursuant to the terms of his employment contract and in recognition of his appointment, Mr. Giardini received 1,600,000 options with an exercise price of C$2.62 to purchase Common Shares on June 1, 2020 with the options vesting equally in thirds on the grant date, the first anniversary of the grant date, and the second anniversary of the grant date. All stock options are subject to, and will be made in accordance with, the guidelines of the Toronto Stock Exchange and the Equity Incentive Plan (as defined below). For the fiscal year ended November 30, 2024, Mr. Giardini was entitled to an annual salary of C$520,000. Mr. Giardini’s employment contract also provided for reimbursement of expenses, directors’ and officers’ liability insurance appropriate to the nature of his responsibilities under the employment contract, vacation days subject to advance approval of the Board, and group life, long-term disability, extended medical and dental insurance coverage. Elaine Sanders Pursuant to an employment contract with the Company effective November 13, 2012, Ms. Sanders is employed by the Company as Vice President and CFO. For the fiscal year ended November 30, 2024, Ms. Sanders was entitled to an annual salary of C$344,760.
Termination of Employment or Change of Control
Termination of Employment or Change of Control The following termination clauses are in effect under Mr. Giardini’s and Ms. Sanders’ employment contracts. Tony Giardini In the event of a change of control, the Company shall continue to employ Mr. Giardini and Mr. Giardini shall continue to serve the Company in the same capacity and shall have the same authority, responsibilities and status that he had immediately prior to the change of control, subject to the Company’s right to terminate the Mr. Giardini’s employment upon payment of severance. Notwithstanding the foregoing, if within the 12 month period immediately following a change of control, Mr. Giardini advises the Company in writing within 90 days of the date Mr. Giardini becomes aware of certain changes to the terms of employment after a change of control (and the Company has not cured the condition within 30 days from receipt of such notice), Mr. Giardini’s employment with the Company will be deemed to be terminated. Deemed termination upon a change of control has occurred if (i) there is a material change (other than a promotion) in Mr. Giardini’s position, duties, responsibilities, title or office in effect immediately prior to any change of control; (ii) a material reduction in the Mr. Giardini’s base salary in effect immediately prior to any change of control; or (iii) any material breach by the Company of any material provision of the employment agreement. If Mr. Giardini’s employment with the Company is deemed to be terminated, the Company is required to pay Mr. Giardini a lump sum payment equal to eighteen months of Mr. Giardini’s annual base salary plus 1.5 times Mr. Giardini’s annual incentive earned in the previous fiscal year pursuant to the Company’s annual incentive program (the “Giardini Severance Payment”). A change of control means any of the following:
Termination of Employment or Change of Control
| • | at least 50% in fair market value of all the assets of the Company are sold; |
Termination of Employment or Change of Control
| • | a direct or indirect acquisition by a person or group of persons of the voting shares of the Company constitutes 40% or more of the outstanding voting shares of the Company; |
Termination of Employment or Change of Control
| • | a majority of the then-incumbent Board nominees for election to the Board of the Company are not elected at any annual or special meeting of the Shareholders; or |
Termination of Employment or Change of Control
| • | the Company is merged, consolidated or reorganized into or with another entity and as a result of such business combination, more than 40% of the voting shares of such body immediately after such transaction are beneficially held in aggregate by a person or corporate body that beneficially held less than 40% of the voting shares of the Company immediately prior to such transaction. |
Termination of Employment or Change of Control
If the employment contract is terminated by Mr. Giardini upon a material breach by the Company, or terminated by the Company for reasons other than just cause, death, or extended inability to perform Mr. Giardini’s duties under the employment agreement, the Company is obliged to pay to Mr. Giardini the Giardini Severance Payment. An estimate of the Giardini Severance Payment based on current salary and prior year’s earned annual incentive is C$1,876,902. The Company is also required to maintain group insurance benefits for Mr. Giardini for a period of 12 months after termination in the circumstances described above or pay to the executive an amount equal to the present value of the Company’s cost of providing such benefits. If the employment agreement is terminated as a result of Mr. Giardini’s death or permanent or extended inability to perform Mr. Giardini’s duties under the employment agreement, the Company is obligated to pay an amount equal to all accrued and unpaid salary as of the date of termination and a lump sum payment equal to the Mr. Giardini’s annual salary at the time of termination. Other than as set out above, there are no other termination clauses or change of control benefits in the employment agreements, or any other contract, agreement, plan or arrangement entered into with Mr. Giardini. Mr. Giardini’s contract continues indefinitely, unless and until terminated in accordance with the terms of his employment agreement. Elaine Sanders In the event of a change of control of the Company, the Company shall continue to employ Ms. Sanders and Ms. Sanders shall continue to serve the Company in the same capacity and shall have the same authority, responsibilities and status that she had immediately prior to the change of control, subject to the Company’s right to terminate the Ms. Sanders’ employment upon payment of severance. Notwithstanding the foregoing, if within the 12-month period immediately following a change in control, Ms. Sanders advises the Company in writing within 90 days of the date Ms. Sanders becomes aware of certain changes to the terms of employment after a change of control (and the Company has not cured the condition within 30 days from receipt of such notice), Ms. Sanders’ employment with the Company will be deemed to be terminated. Deemed termination upon a change of control has occurred if (i) there is a material change (other than a promotion) in Ms. Sanders’ position, duties, responsibilities, title or office in effect immediately prior to any change of control; (ii) a material reduction in the Ms. Sanders’ base salary in effect immediately prior to any change of control; or (iii) any material breach by the Company of any material provision of the employment agreement. If Ms. Sanders’ employment with the Company is deemed to be terminated, the Company is required to pay Ms. Sanders a lump sum payment equal to the Ms. Sanders’ annual base salary at the time of termination plus Ms. Sanders’ annual incentive earned in the previous fiscal year pursuant to the Company’s annual incentive program, multiplied by two (the “Sanders Severance Payment”). A change of control means any of the following:
Termination of Employment or Change of Control
| • | at least 50% in fair market value of all the assets of the Company are sold; |
Termination of Employment or Change of Control
| • | a direct or indirect acquisition by a person or group of persons of the voting shares of the Company constitutes 40% or more of the outstanding voting shares of the Company; |
Termination of Employment or Change of Control
| • | a majority of the then-incumbent Board nominees for election to the Board are not elected at any annual or special meeting of the Shareholders; or |
Termination of Employment or Change of Control
| • | the Company is merged, consolidated or reorganized into or with another entity and as a result of such business combination, more than 40% of the voting shares of such body immediately after such transaction are beneficially held in aggregate by a person or corporate body that beneficially held less than 40% of the voting shares of the Company immediately prior to such transaction. |
Termination of Employment or Change of Control
If the employment contract is terminated by Ms. Sanders upon a material breach by the Company, or terminated by the Company for reasons other than just cause, death, or extended inability to perform Ms. Sanders’ duties under the employment agreement, the Company is obliged to pay to Ms. Sanders the Sanders Severance Payment. An estimate of the Sanders Severance Payment based on current salary and prior year’s earned annual incentive is C$1,028,910. The Company is also required to maintain group insurance benefits for Ms. Sanders for a period of 12 months after termination in the circumstances described above or pay to the executive an amount equal to the present value of the Company’s cost of providing such benefits. If the employment agreement is terminated as a result of the Ms. Sanders’ permanent or extended inability to perform the Ms. Sanders’ duties under the employment agreement, the Company is obligated to pay an amount equal to all accrued and unpaid salary as of the date of termination and a lump sum payment equal to the Ms. Sanders’ annual salary at the time of termination. Other than as set out above, there are no other termination clauses or change of control benefits in the employment agreements, or any other contract, agreement, plan or arrangement entered into with Ms. Sanders. Ms. Sanders’ contract continues indefinitely, unless and until terminated in accordance with the terms of her employment agreement.
Summary Compensation Table
Summary Compensation Table The summary compensation tables below sets out NEO compensation information including annual salary, incentive bonuses and all other compensation earned during the fiscal year ended November 30, 2024. The 2024 fiscal year amounts have been converted to US dollars using the average exchange rate during the fiscal year ended November 30, 2024 of C$1.00 = $0.7336 US dollars. The 2023 fiscal year amounts have been converted to US dollars using the average exchange rate during the fiscal year ended November 30, 2023 of C$1.00 = $0.7403 US dollars. The 2022 fiscal year amounts have been converted to US dollars using the average exchange rate during the fiscal year ended November 30, 2022 of C$1.00 = $0.7729 US dollars.
Summary Compensation Table
| Named Executive Officer Principal Position | Fiscal Year | Salary $ | Cash Bonus $ | Stock Awards(1) $ | Option Awards(2) $ | All Other Compensation $ | Total $ | | Tony Giardini, | 2024 | 381,472(5) | - | 994,858 | 220,763 | 35,425(8) | 1,632,518 | | President and Chief Executive Officer | 2023 | 384,956(5) | - | 1,041,041 | 324,726 | 83,164(6) | 1,833,887 | | | 2022 | 386,450 | - | 635,287 | 320,616 | 33,006(3) | 1,375,359 | | Elaine Sanders, | 2024 | 252,916 | 106,746 | 358,763 | 110,382 | 14,505(9) | 843,312 | | Vice President and Chief Financial Officer | 2023 | 255,226 | - | 465,323 | 135,303 | 14,349(7) | 870,201 | | | 2022 | 256,216 | - | 369,073 | 160,308 | 14,374(4) | 799,971 |
Summary Compensation Table
| (1) Amounts in respect of stock awards are based on the fair value of the grants as at the grant date. Stock awards earned during the years ended November 30 include vested and unvested amounts. |
Summary Compensation Table
| (2) To calculate option awards, the dollar value to be delivered to each NEO is calculated based the performance of the individual and Company. The Black-Scholes option valuation model is used because it provides a fair value widely accepted by the business community and is regarded as one of the best ways of determining fair prices of options. The fair value based on the Company’s historical stock prices to determine the stock’s volatility, the expected life of the option which is based on the average length of time similar option grants in the past have remained outstanding prior to exercise and the vesting period of the grant. |
Summary Compensation Table
| (3) Other compensation for Mr. Giardini includes $11,288 of matching contributions to Mr. Giardini’s RRSP and $21,718 for payroll taxes. |
Summary Compensation Table
| (4) Other compensation for Ms. Sanders includes $11,288 of matching contributions to Ms. Sanders’ RRSP and $3,086 for travel allowance. |
Summary Compensation Table
| (5) Mr. Giardini’s base salary has been paid out entirely in RSUs. |
Summary Compensation Table
| (6) Other compensation for Mr. Giardini includes $11,393 of matching contributions to Mr. Giardini’s RRSP and $71,771 for payroll taxes. |
Summary Compensation Table
| (7) Other compensation for Ms. Sanders includes $11,393 of matching contributions to Ms. Sanders’ RRSP and $2,956 for travel allowance. |
Summary Compensation Table
| (8) Other compensation for Mr. Giardini includes $11,576 of matching contributions to Mr. Giardini’s RRSP and $23,849 for payroll taxes. |
Summary Compensation Table
| (9) Other compensation for Ms. Sanders includes $11,576 of matching contributions to Ms. Sanders’ RRSP and $2,929 for travel allowance. |
Pay-Versus-Performance Disclosure
| | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (1) (2) (3) | Summary Compensation Table Total for Non-CEO NEOs (2) | Compensation Actually Paid to Non-CEO NEOs (1) (2) (3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net income in 000s | | | $ | $ | $ | $ | $ | $ | | 2024 | 1,632,518 | 3,465,408 | 843,312 | 1,778,034 | -34.00 | -8,587 | | 2023 | 1,833,887 | 1,077,840 | 870,201 | 493,053 | -114.00 | -14,951 | | 2022 | 1,375,359 | 198,751 | 799,971 | 242,095 | -98.00 | -24,257 |
Pay-Versus-Performance Disclosure
| (3) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (4) below. |
Pay-Versus-Performance Disclosure
| (4) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEO as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value are not applicable for the Company and accordingly are not reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are not applicable for the Company. |
Compensation Actually Paid Compared to TSR and Net Income
Compensation Actually Paid Compared to TSR and Net Income Compensation actually paid to the CEO increased from 2023 to 2024 by $2,387,568 or 222% due to increase in fair value of awards at November 30, 2024. Compensation actually paid to the non-CEO named executive officers increased from 2023 to 2024 by $1,284,982 or 261%. The Company’s cumulative TSR was -34% in 2024 and -114% in 2023. Net losses decreased from 2023 to 2024 by $6.3 million or 43%. TSR and net income are some indicators of the company’s overall performance that may impact the value of total compensation; however, other performance measures and factors are considered in setting named executive officers’ compensation. See the “Compensation Discussion and Analysis” for additional information.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The Company has no plans that provide for deferred compensation to its executive officers.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Non-executive directors each are eligible to receive an annual retainer of $40,000 in cash of which each director can currently elect to receive any or all of their annual retainer in DSUs. The cash retainer is paid quarterly in arrears. In addition, the Chair of the Audit Committee receives $10,000 and the Chairs of the Compensation Committee, Corporate Governance and Nominating Committee and the Environment, Health, Safety and Technical Committee of the Board (the “EHST Committee”) each receive $5,000 annually, Board Chair receives $12,000 annually and committee member receives $3,000 annually for each committee, all paid on a quarterly basis. Non-executive members of the Ambler Metals Committee receive $15,000 annually paid on a quarterly basis. Each director is entitled to participate in any security-based compensation arrangement or other plan adopted by the Company from time to time with the approval of the Company’s Board. The directors are reimbursed for expenses incurred on the Company’s behalf. Executive officers who are also directors do not collect Board fees. Board members are eligible to participate in the Equity Incentive Plan, RSU Plan, DSU Plan and Fixed DSU Plan. No additional fees are paid to directors. Director compensation is subject to review and possible change on an annual basis. During fiscal 2024, non-executive directors were granted 300,000 stock options on December 7, 2023 at an exercise price of C$0.59 all exercisable for a period of five years. These stock options were all fully vested on the grant date. The Compensation Committee periodically reviews the adequacy and form of the compensation of directors and ensures that the compensation realistically reflects the responsibilities and risks involved in being an effective director, and reports and makes recommendations to the Board accordingly. In 2024, the Compensation Committee engaged the Compensation Consultant to perform an independent third-party review of directors’ compensation. The Compensation Committee will consider a full independent review of executive compensation, director compensation and/or peer group comparators in the future. No changes were made to the director compensation program for 2024 following the independent review.
Director Compensation Table
Director Compensation Table The summary compensation table below sets out the compensation provided to the Company’s directors for the fiscal year ended November 30, 2024.
Director Compensation Table
| Name | Fees Earned(1) $ | Stock Awards(2) $ | All Other Compensation $ | Option Awards(3) $ | Total $ | | James Gowans | 66,000 | 43,000 | - | 10,000 | 111,000 | | William Hayden | 46,000 | 43,000 | - | 10,000 | 99,000 | | William Hensley | 52,418 | 43,000 | - | 10,000 | 105,418 | | Gregory Lang | 51,000 | 43,000 | - | 10,000 | 104,000 | | Janice Stairs | 58,000 | 43,000 | - | 10,000 | 119,000 | | Diana Walters | 56,000 | 43,000 | - | 10,000 | 109,000 |
Director Compensation Table
| (1) Fees earned for the fiscal year ended 2024 by the Board have been paid out in DSUs. |
Director Compensation Table
| (2) On December 7, 2023 each director received an annual grant of 100,000 RSUs valued at $0.43 per share. The RSUs will be paid out at the election of each director but to be no later than the third anniversary date of the grant which is the expiry date. The value of the amounts in respect of stock-based awards is based upon the fair value at time of grant. |
Director Compensation Table
| (3) On December 7, 2023 each director received an annual grant of 50,000 stock options at an exercise price of C$0.59 and were fair valued at $0.20 per option. |
INDEBTEDNESS OF DIRECTORS AND OFFICERS
INDEBTEDNESS OF DIRECTORS AND OFFICERS As of November 30, 2024, and the date of this Circular, the aggregate indebtedness to the Company and its subsidiaries of all officers, directors, proposed directors and employees, and their respective associates and affiliates, and former officers, directors and employees of the Company or any of its subsidiaries was $nil. The Company has not provided any financial assistance to any participants under any compensation arrangement to facilitate the purchase of securities.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS None of the Company’s directors, executive officers, nominees for director, beneficial owners of more than 5% of the Common Shares or any of their immediate family members was indebted to the Company or had any material interest, direct or indirect, in any transaction entered into by the Company since the beginning of the two most recently completed fiscal years where the amount involved exceeds $120,000. In accordance with its charter, our Audit Committee is responsible for reviewing and approving all related person transactions if the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest. The Audit Committee does not currently have a written related party transaction policy but its practice is to consider relevant factors and circumstances in determining whether or not to approve or ratify such a transaction. Based on its consideration of all relevant facts and circumstances, the Audit Committee decides whether or not to approve such transactions and approves only those transactions that are deemed to be in the overall best interests of the Company.
Parent of Smaller Reporting Company
Parent of Smaller Reporting Company The Company has no parent.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
STATEMENT OF CORPORATE GOVERNANCE PRACTICES The Board is committed to sound corporate governance practices, which are both in the interest of Shareholders and contribute to effective and efficient decision making. As part of the Company’s commitment to effective corporate governance, the Board, with the assistance of the Audit Committee and Corporate Governance and Nominating Committee, monitors changes in legal requirements and best practices. Set out below is a description of certain corporate governance practices of the Company, as required by National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and recommended by National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”).
Board of Directors
Board of Directors NP 58-201 recommends that boards of directors of reporting issuers be composed of a majority of independent directors. The Board is currently comprised of seven directors, a majority of whom (6) are independent. Messrs. Gowans, Hayden, Hensley, Lang, and Mmes. Stairs and Walters are considered to be “independent” directors for the purposes of NI 58-101, under the applicable NYSE American standards and SEC rules. Mr. Giardini is not independent at present time as he currently serves as an executive officer of the Company. The Company has taken steps to ensure that adequate structures and processes are in place to permit the Board to function independently of management. The Board holds regular meetings every three months. Between the scheduled meetings, the Board meets as required. A total of eight board meetings have been held since December 1, 2023, being the beginning of the Company’s most recently completed financial year to the date of this circular. The majority of the directors attended 100 percent of the aggregate of the total number of meetings of the Board and subcommittees of the Board on which he/she served. For additional information on Board and other committee meeting attendance, see the director biographies under the “Information Concerning the Board of Directors, Director Nominees and Executive Officers” section of this Circular. The Company’s independent directors are expected to meet at least annually in executive session without the presence of non-independent directors and management. Also, in order to facilitate open and candid discussion among independent directors, from time to time as circumstances dictate, the non-independent directors and any representatives of management in attendance at meetings of the Board are excused. At the end of regularly scheduled Board meetings, the directors regularly meet in-camera without management present. Since December 1, 2023, the independent directors held a total of eight such in-camera meetings. The Board members are not required to attend the annual and special meeting of Shareholders. The Board has five standing committees: Compensation, Audit, Corporate Governance and Nominating, Environment, Health, Safety and Technical and Ambler Metals. Special committees are formed as needed.
Majority Voting Policy
Majority Voting Policy The Board has adopted a Majority Voting Policy stipulating that Shareholders shall be entitled to vote in favour of, or withhold from voting for, each individual director nominee at a Shareholders’ Meeting. If the number of Common Shares “withheld” for any nominee exceeds the number of Common Shares voted “for” the nominee, then, notwithstanding that such director was duly elected as a matter of corporate law, he or she shall tender his or her written resignation to the Chair of the Board. The Corporate Governance and Nominating Committee will consider such offer of resignation and will make a recommendation to the Board concerning the acceptance or rejection of the resignation after considering all factors deemed relevant. The Board must take formal action on the Corporate Governance and Nominating Committee’s recommendation within 90 days of the date of the applicable Shareholders’ Meeting and announce its decision by press release. Absent exceptional circumstances, the Board will be expected to accept the resignation which will be effective on such date. The policy does not apply in circumstances involving contested director elections. Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee is or has been an executive officer or employee of the Company or its subsidiary. The Board has a Compensation Committee, as more fully described under the heading “Statement of Executive Compensation – Compensation Discussion and Analysis” of this Circular. No executive officer of the Company is or has been a director or member of the compensation committee of another entity having an executive officer who is or has been a director or a member of the Compensation Committee. There were no Compensation Committee or Board interlocks among the members of our Board during 2024.
NON-EMPLOYEE DIRECTORS DEFERRED SHARE UNIT PLAN
| 3. | NON-EMPLOYEE DIRECTOR COMPENSATION |