DEF 14A of Dakota Gold Corp., Apr 2, 2025

DEF 14A of Dakota Gold Corp.

Filed Apr 2, 2025 · FY20240001104659-25-030983

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors unanimously recommends that the Company’s stockholders vote FOR the election of each of the six nominees. The Board of Directors has nominated for election at the annual meeting Drs. Quartermain and O’Rourke, Mr. Aberle and Messes. Grafton, Koenig and Schroeder to serve until the 2026 annual meeting of stockholders or until their successors are elected. Each nominee has consented to being named as a nominee. The following table sets forth the name, age, and current positions of each nominee:

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since | | Gerald Aberle(5) | 66 | Director, Chief Operating Officer | March 2022 | | Jennifer S. Grafton(1)(2)(3)(4) | 49 | Director, Chair of the Compensation Committee | March 2022 | | Amy K. Koenig(1)(2)(3)(5) | 51 | Director, Lead Independent Director, Chair of the Nominating and Corporate Governance Committee | March 2022 | | Stephen O’Rourke(4)(5) | 69 | Director, Managing Director, Co-Chairman of the Board of Directors, Chair of the ESG Committee, Chair of Technical Committee | March 2022 | | Robert Quartermain(4)(5) | 70 | Director, Co-Chairman of the Board of Directors, President and Chief Executive Officer | March 2022 | | Alice Schroeder(1)(2)(3) | 68 | Director, Chair of the Audit Committee | August 2022 |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    | (1) Member of the Audit Committee. | | (2) Member of the Compensation Committee. | | (3) Member of the Nominating and Corporate Governance Committee. | | (4) Member of the ESG Committee. | | (5) Member of the Technical Committee. |

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    The six candidates that receive the highest number of affirmative votes will be elected to serve on our Board of Directors.

  5. Nominees for Election

    Nominees for Election Biographical information regarding each nominee is set forth below, based upon information furnished to us by the nominee.

  6. Nominees for Election

    | | Gerald Aberle. Mr. Aberle has served as Chief Operating Officer and a director of Dakota Gold, in each case since March 2022, and has held numerous corporate management positions for public companies operating in the exploration business. After graduating with a Bachelor of Science in Mining Engineering from the South Dakota School of Mines, Mr. Aberle attained more than 50 years of experience in the minerals industry, including 22 years at the Homestake Gold Mine (1976-1988) in Lead, South Dakota. In addition, his mining background includes extensive engineering, operations management and project management experience, including consulting in the mining, underground construction and minerals exploration business for clients including Homestake Mining Co., Barrick Gold Corp., and the State of South Dakota and the University of Washington in connection with the planning and development of the National Science Foundation’s national deep underground science and engineering laboratory. Our Board of Directors believes Mr. Aberle’s experience and skills developed as a member of corporate management for several publicly traded mining companies provide him with the appropriate background in matters related to mining operations and risk assessment and make him well-qualified to serve as a director of the Company. | | | Jennifer S. Grafton. Ms. Grafton has served as a director of Dakota Gold since March 2022 and has served as Lead Independent Director of Farmland Partners, Inc. (NYSE: FPI) since March 2023. Previously, she served as Executive Vice President and General Counsel (March 2023—May 2024) and Senior Vice President and Deputy General Counsel (January 2021–February 2023) of E2open Parent Holdings Inc. (NYSE: ETWO), a cloud-based, end-to-end supply chain management software company. From December 2008 to July 2019, Ms. Grafton worked at Westmoreland Coal Company (NASDAQ: WLB), most recently serving as Chief Legal Officer, Chief Administrative Officer and Secretary. Prior to Westmoreland, Ms. Grafton worked in the corporate group of various Denver-based and national law firms focusing her practice on securities and corporate governance. Ms. Grafton holds a Master of Business Administration from the University of Michigan, Juris Doctorate from the University of Denver and a Bachelor of Arts in politics and government from the University of Puget Sound. Our Board of Directors believes Ms. Grafton’s experience and skills developed as a lawyer and an executive officer for several publicly traded companies provide her with the appropriate background in matters related to corporate governance and risk assessment and make her well-qualified to serve as a director of the Company. | | | Amy K. Koenig. Since 2013, Ms. Koenig has served in various roles of increasing responsibility for Black Hills Corporation (NYSE: BKH), an electric and gas utility company headquartered in Rapid City, South Dakota, most recently as Vice President - Governance, Chief Legal Officer and Deputy General Counsel. She has served as a director of Dakota Gold since March 2022. Ms. Koenig is a Certified Corporate Governance Professional. Prior to joining Black Hills Corporation in 2013, Ms. Koenig spent ten years in private practice as a litigator with Gunderson, Palmer, Nelson & Ashmore, LLP. Ms. Koenig holds a Juris Doctorate from the University of South Dakota School of Law. Before beginning her legal career, Ms. Koenig held various engineering roles of increasing responsibility in both the chemical and computer industries and holds a Bachelor of Science in chemical engineering from the South Dakota School of Mines & Technology. Ms. Koenig also serves as Vice-Chair for the Board of Directors of the Children’s Home Society of South Dakota and is a member of the American Association of University Women. Our Board of Directors believes Ms. Koenig’s experience and skills developed as a lawyer and senior executive for a publicly traded company provide her with the appropriate background in matters related to corporate governance and risk assessment and make her well-qualified to serve as a director of the Company. |

  7. Nominees for Election

    | | Stephen O’Rourke. Dr. O’Rourke has served as Managing Director of Dakota Gold since July 2024 and as a director of Dakota Gold since March 2022, and served as President of global petroleum exploration for BHP Billiton (“BHPB”) (NYSE: BHP) (May 2007—May 2011) and was a member of its senior management team. Other key roles at BHPB included Vice President of Development Planning and Vice President of Appraisal and Petroleum Engineering (June 2003—May 2007). From July 1983 to March 2000, he held various senior technical and management roles for Shell Oil Co. He is a founding partner of Strategic Management Partners LLC, a consulting firm based in Rapid City, South Dakota, specializing in energy, minerals and business development. He currently is a Non-Executive Lead Director of RESPEC, an engineering consulting firm also based in Rapid City. He is also a director for Dakota Oil and Gas Co., a privately held South Dakota-focused oil and gas exploration company. Dr. O’Rourke is also a co-founder and past Chairman of the South Dakota School of Mines & Technology Geological Engineering advisory board. Dr. O’Rourke holds a Bachelor of Science in Geological Engineering and an Honorary Doctorate of Public Service from South Dakota Mines and is a graduate of the Wharton School of Business Advanced Management Program. Our Board of Directors believes Dr. O’Rourke’s experience and skills developed as an executive officer for a publicly traded company provide him with the appropriate background in matters related to mining operations and risk assessment and make him well-qualified to serve as a director of the Company. | | | Robert Quartermain. Dr. Quartermain has served as President and Chief Executive Officer of Dakota Gold since October 2024 and as a director of Dakota Gold since March 2022. From January 2010 to December 2019, he was Executive Chairman of Pretium Resources Inc., which he founded. Prior to Pretium, he was President and Chief Executive Officer of Silver Standard Resources Inc. (now SSR Mining Inc.) for 25 years from 1985 to 2010. Dr. Quartermain holds a Bachelor of Science from the University of New Brunswick, a Master of Science from Queens University, his Professional Geoscience certification from the Engineers and Geoscientists BC and Honorary Doctor of Science from the University of New Brunswick. In addition to his focus on Dakota Gold, Dr. Quartermain has a number of education, wildlife and social justice philanthropic interests that he supports. Our Board of Directors believes Dr. Quartermain’s experience and skills developed as an executive officer and director for several publicly traded mining companies provide him with the appropriate background in matters related to finance, mining operations and risk assessment and make him well-qualified to serve as a director of the Company. | | | Alice Schroeder. Ms. Schroeder has served as a director of Dakota Gold since August 2022 and serves or has served on numerous public company boards, including HSBC North America Holdings Inc. (October 2021 – present), Prudential plc (June 2013 – May 2022), Dakota Gold Corp. (August 2022 – present), Carbon Streaming Corporation (January 2022 – present), Natus Medical Incorporated (February 2019 - July 2022), as well as private, private equity-backed and venture boards such as Bank of America Merrill Lynch International (February 2016 – December 2018), RefleXion Medical, Inc. (April 2021 – present), Cetera Financial Group (April 2012 – April 2014), Westland Insurance Group Limited (February 2021 – May 2023) and Quorum Health Corporation (June 2018 – July 2021). She has served on or chaired audit, compensation, nominating/governance, and sustainability committees on many boards. She began her career as a CPA at Ernst & Young and spent nearly two decades on Wall Street as an analyst and banker as a managing director at several firms, principally Morgan Stanley. Ms. Schroeder holds a Bachelor of Business Administration and a Master of Business Administration from the University of Texas at Austin. In addition, she is active in a variety of philanthropic causes related to historic preservation, education, and service to veterans. Our Board of Directors believes Ms. Schroeder’s experience and skills developed as a director for numerous publicly traded companies provide her with the appropriate background in matters related to finance and risk assessment and make her well-qualified to serve as a director of the Company. |

  8. Summary Compensation Table

    Summary Compensation Table The following summary compensation table summarizes the compensation paid to our named executive officers (each a “NEO”) for the 2024 fiscal year (ended on December 31, 2024) and the 2023 fiscal year (ended on December 31, 2023).

  9. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | All Other Compensation ($) | Total ($) | | Dr. Robert Quartermain, | 2024 | -- | -- | 150,000 | -- | -- | 150,000 | | President and CEO (4) | | | | | | | | | Jonathan Awde, | 2024 | 258,333 | -- | 337,500 | 112,500 | 321,525(6) | 1,029,848 | | Former CEO (5) | 2023 | 305,833 | 186,000 | 337,500 | 112,500 | -- | 941,833 | | Gerald Aberle, | 2024 | 285,000 | -- | 300,000 | 100,000 | -- | 685,000 | | COO (7) | 2023 | 280,962 | 171,000 | 300,000 | 100,000 | -- | 851,962 | | Patrick Malone, | 2024 | 269,231 | 27,019 | 281,250 | 93,750 | 81,226(9) | 752,476 | | SVP, Chief Legal Officer (8) | 2023 | 250,000 | 130,000 | 262,500 | 87,500 | 19,381 | 749,381 |

  10. Summary Compensation Table

    | (1) Amounts reported in this column represent discretionary annual cash bonus amounts paid to the NEOs for fiscal years 2024 and 2023. | | (2) Amounts are based on the grant date fair value, calculated in accordance with FASB Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC 718”), utilizing the assumptions discussed in Note 9 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024. The value of the performance share units granted in fiscal year 2024, assuming achievement of the maximum performance level, would have been $0 for Mr. Quartermain, $500,000 for Mr. Awde, $400,000 for Mr. Aberle and $375,000 for Mr. Malone. | | (3) Amounts are based on the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 9 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024. | | (4) Dr. Quartermain was appointed President and Chief Executive Officer of the Company on October 30, 2024. Dr. Quartermain serves as the Company’s President and Chief Executive Officer without any cash compensation. | | (5) Mr. Awde resigned as the President and Chief Executive Officer of the Company effective as of October 30, 2024. | | (6) Severance payment in connection with Mr. Awde’s departure, which includes a lump-sum payment of $310,000 as described more fully in “—Potential Payments Upon Termination or Change of Control” below, as well as accrued vacation pay and accrued standard business expenses. | | (7) Mr. Aberle was appointed Chief Operating Officer in March 2022. | | (8) Mr. Malone was appointed Chief Sustainability Officer of the Company on November 14, 2022 and was appointed Senior Vice President, Chief Administrative Officer and External Relations in January 2023. He was made Chief Legal Officer in October 2024. | | (9) Travel and accommodation costs of $81,226. |

  11. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by the Company’s NEOs as of December 31, 2024.

  12. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights That Have Not Vested ($) | | Dr. Robert Quartermain | 275,000 | - | 4.76 | May 17, 2026 | - | - | - | - | | | - | - | - | - | 35,588 | 78,294 | - | - | | | - | - | - | - | 70,755(1) | 155,661 | - | - | | Jonathan Awde | 93,124 | 46,564(2) | 3.01 | September 2, 2027 | - | - | - | - | | | 27,047 | 54,096(3) | 2.81 | March 1, 2028 | - | - | - | - | | | - | 107,032(4) | 2.12 | March 1, 2029 | - | - | - | - | | | - | - | - | - | 11,075(5) | 24,365 | - | - | | | - | - | - | - | - | - | 11,145(7) | 24,519 | | | - | - | - | - | 26,691(6) | 58,720 | - | - | | | - | - | - | - | - | - | 53,381(8) | 117,438 | | | - | - | - | - | 53,066(1) | 116,745 | - | - | | | - | - | - | - | - | - | 106,132(9) | 233,490 | | | 300,000 | - | 4.76 | May 17, 2026 | - | - | - | - | | Gerald Aberle | 275,000 | - | 4.76 | May 17, 2026 | - | - | - | - | | | 81,484 | 40,743(2) | 3.01 | September 2, 2027 | - | - | - | - | | | 24,042 | 48,085(3) | 2.81 | March 1, 2028 | - | - | - | - | | | - | 95,139(4) | 2.12 | March 1, 2029 | - | - | - | - | | | - | - | - | - | 9,690(5) | 21,318 | - | - | | | - | - | - | - | - | - | 9,752(7) | 21,454 | | | - | - | - | - | 23,725(6) | 52,195 | - | - | | | - | - | - | - | - | - | 47,450(8) | 104,390 | | | - | - | - | - | 47,170(1) | 103,774 | - | - | | | - | - | - | - | - | - | 94,340(9) | 207,548 | | Patrick Malone | 200,000 | 100,000(3) | 3.74 | November 18, 2027 | - | - | - | - | | | 21,037 | 42,074(3) | 2.81 | March 1, 2028 | - | - | - | - | | | - | 89,193(4) | 2.12 | March 1, 2029 | - | - | - | - | | | - | - | - | - | 41,666(5) | 91,665 | - | - | | | - | - | - | - | 20,760(6) | 45,672 | - | - | | | - | - | - | - | - | - | 41,519(8) | 91,342 | | | - | - | - | - | 44,222(1) | 97,288 | - | - | | | - | - | - | - | 50,000(1) | 110,000 | - | - | | | - | - | - | - | - | - | 88,443(9) | 194,575 |

  13. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents restricted stock units that vest in three equal tranches on March 1, 2025, 2026 and 2027 . The market value of the restricted stock units is calculated by multiplying the number of shares underlying the restricted stock units by $2.20, the closing price of the Company’s stock on December 31, 2024. | | (2) Represents unvested options that vest on May 11, 2025. | | (3) Represents unvested options that vest in two equal tranches on March 1, 2025 and 2026. | | (4) Represents unvested options that vest in three equal tranches on March 1, 2025, 2026 and 2027. |

  14. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents restricted stock units that vest on May 11, 2025. The market value of the restricted stock units is calculated by multiplying the number of shares underlying the restricted stock units by $2.20, the closing price of the Company’s stock on December 31, 2024. | | (6) Represents restricted stock units that vest in two equal tranches on March 1, 2025 and 2026. The market value of the restricted stock units is calculated by multiplying the number of shares underlying the restricted stock units by $2.20, the closing price of the Company’s stock on December 31, 2024. | | (7) Represents performance share units that can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Company as compared to the MVIS Global Junior Gold Miners Index. The performance share units will settle in two equal tranches on March 1, 2024 and 2025. The market value of the performance share units is calculated by multiplying the target number of shares underlying the performance share units by $2.20, the closing price of the Company’s stock on December 31, 2024. | | (8) Represents performance share units that can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Company as compared to the MVIS Global Junior Gold Miners Index. The performance share units will settle in three equal tranches on March 1, 2024, 2025 and 2026. The market value of the performance share units is calculated by multiplying the target number of shares underlying the performance share units by $2.20, the closing price of the Company’s stock on December 31, 2024. | | (9) Represents performance share units that can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Company as compared to the MVIS Global Junior Gold Miners Index. The performance share units will settle in three equal tranches on March 1, 2025, 2026 and 2027. The market value of the performance share units is calculated by multiplying the target number of shares underlying the performance share units by $2.20, the closing price of the Company’s stock on December 31, 2024. |

  15. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table describes the estimated potential payments and benefits under the Company’s compensation and benefit plans and contractual agreements (i) to which the NEOs other than Mr. Awde would have been entitled if a termination of employment or change of control occurred on December 31, 2024 and (ii) which Mr. Awde is eligible to receive in connection with his resignation on October 30, 2024. The actual amounts to be paid out can only be determined at the time of the NEO’s departure from the Company. The amounts reported in the table below do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs or include distributions of plan balances under the Company’s 401(k) plan or savings plans. The amounts reported assume payment of all previously earned and unpaid salary, vacation pay and short- and long-term incentive awards. The Company entered into a separation agreement with Mr. Awde in connection with his resignation. Under the agreement, Mr. Awde will provide assistance in the transition of his responsibilities and is entitled to (i) cash payments of up to US$620,000, payable 50% upon signing the agreement, 25% three months thereafter, subject to the Company achieving a certain capital raising threshold, and 25% upon the Company’s publication of the Richmond Hill Initial Assessment with Cash Flow (IACF) report, (ii) a cash payment of US$465,000 in the event of a change in control of the Company within 24 months; and (iii) continued vesting of his outstanding equity awards, in all cases so long as Mr. Awde remains in compliance with the covenants in the agreement, which include non-solicitation, confidentiality and other matters. Mr. Awde also agreed (i) to retain all Company securities he beneficially owns at least until publication of the IACF report for Richmond Hill, (ii) not to take certain actions as a stockholder of the Company for at least one year and (iii) to forfeit his vested stock options to acquire 387,500 shares of the Company’s common stock. Mr. Awde also agreed, following an investigation by the Board, to amend certain Form 4s he previously filed with the Securities and Exchange Commission that do not affect the Company’s financial statements or internal controls.

  16. Potential Payments Upon Termination or Change of Control

    | | Termination without “Cause” | Resignation | Death or Disability (1) | Change of Control (2) | Double-Trigger (3) | | Named Executive Officer | ($) | ($) | ($) | ($) | ($) | | Dr. Robert Quartermain | | | | | | | Cash severance (4) | - | - | - | - | - | | Acceleration of equity awards (5) | 233,995 | - | 233,995 | 233,995 | 233,995 | | Total Termination Benefits | 233,995 | - | 233,995 | 233,995 | 233,995 | | Jonathan Awde | | | | | | | Cash severance (6) | - | 620,000 | - | - | 1,085,000 | | Acceleration of equity awards (5) | - | - | 575,278 | 583,141 | 583,141 | | Total Termination Benefits | - | 620,000 | 575,278 | 583,141 | 1,668,141 | | Gerald Aberle | | | | | | | Cash severance (4) | 997,500 | - | - | - | 997,500 | | Acceleration of equity awards (5) | 518,291 | - | 510,679 | 518,291 | 518,291 | | Total Termination Benefits | 1,515,791 | - | 510,679 | 518,291 | 1,515,791 | | Patrick Malone | | | | | | | Cash severance (4) | 721,875 | - | - | - | 721,875 | | Acceleration of equity awards (5) | 637,677 | - | 630,542 | 637,677 | 637,677 | | Total Termination Benefits | 1,359,552 | - | 630,542 | 637,677 | 1,359,552 |

  17. Potential Payments Upon Termination or Change of Control

    | (1) The values in this column represent the intrinsic value of the unvested stock options, restricted stock units and performance share units that are subject to acceleration upon a termination due to death or disability. Such intrinsic value calculated as (x) the market value per share of our common shares minus the exercise price (if any) of the award, multiplied by (y) the number of shares underlying the unvested award. Options that are “out-of-the-money” have a value of $0 for purposes of the above table. Pursuant to the 2022 Plan, (i) unvested restricted stock units outstanding as of the date of a termination due to death or disability fully accelerate, (ii) any performance share units eligible to vest in a performance period during which such termination occurs fully vest assuming achievement of target performance and (iii) unvested stock options outstanding as of the date of a termination due to death or disability fully accelerate. |

  18. Potential Payments Upon Termination or Change of Control

    | (2) Represents the value of all unvested PSUs at target, RSUs and stock options outstanding as of December 31, 2024. Under the 2022 Plan, all RSUs and stock options will be fully accelerated and all PSUs will be fully accelerated at target level upon the occurrence of a change of control. |

  19. Potential Payments Upon Termination or Change of Control

    | (3) In the case of Messrs. Aberle and Malone, represents payments upon a termination of the NEO’s employment within three months prior to, or twelve months following, a Change of Control without Cause or due to (i) a material diminution in the NEO’s base salary as a result of a change of control, (ii) a material diminution in the NEO’s duties, authorities and responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law) as a result of a change of control, or (iii) a requirement to relocate the NEO’s primary work location more than 50 miles from the current location as a result of a change of control. In case of Mr. Awde, represents a cash payment of $465,000 payable in the event of a change in control of the Company within 24 months following Mr. Awde’s resignation. |

  20. Potential Payments Upon Termination or Change of Control

    | (4) In the case of Messrs. Aberle and Malone, cash severance is equal to the sum of (A) a pro-rated estimated annual bonus payment for the year of termination earned up to the termination date and (B) a lump-sum payment in an amount equal to two times (2x) or one and a half times (1.5x), respectively, of (i) the NEO’s then current annual base salary and (ii) an annual bonus deemed to be 75% of the NEO’s then current annual base salary. |

  21. Potential Payments Upon Termination or Change of Control

    | (5) The value in this row represents the intrinsic value of the unvested stock options, restricted stock units and performance share units that are subject to acceleration, with such intrinsic value calculated as (x) the market value per share of our common shares minus the exercise price (if any) of the award, multiplied by (y) the number of shares underlying the unvested award. Options that are “out-of-the-money” have a value of $0 for purposes of the above table. The number of shares underlying unvested PSUs is determined assuming performance at target levels. See “Outstanding Equity Awards” table above for a full listing of all unvested equity awards as of December 31, 2024. Market value per share of our common stock is equal to the closing price of the Company’s common shares on December 31, 2024, which was $2.20. |

  22. Potential Payments Upon Termination or Change of Control

    | (6) Represents cash payments of up to $620,000, payable 50% upon signing the agreement, 25% three months thereafter, subject to the Company achieving a certain capital raising threshold, and 25% upon the Company’s publication of the Richmond Hill Initial Assessment with Cash Flow (IACF) report. As of the date of this proxy statement, Mr. Awde has received an amount equal to $465,000 in respect of such cash payment. |

  23. Non-Executive Director Compensation

    Non-Executive Director Compensation The table below summarizes the compensation provided to the Company’s non-executive Directors during the fiscal year ended December 31, 2024:

  24. Non-Executive Director Compensation

    | | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards | Total | | Director | ($) | ($) | ($) | ($) | | Robert Quartermain | -(2) | 150,000 | - | 150,000 | | Stephen O’Rourke | 161,000(3) | 150,000 | - | 311,000 | | Jennifer Grafton | 50,000(4) | 100,000 | - | 150,000 | | Amy Koenig | 50,000(4) | 100,000 | - | 150,000 | | Alice Schroeder | 50,000(4) | 100,000 | - | 150,000 |

  25. Non-Executive Director Compensation

    | (1) The amounts reported in this column represent grant date fair value calculated pursuant to FASB ASC Topic 718. Each director was granted restricted stock units on March 1, 2024 which will vest ratably on the three anniversaries following the grant date. | | (2) Dr. Quartermain has elected not to receive any fees for his services as a non-executive director for the Company and instead has asked that the Company donate the fees he would have otherwise received to national charities as well as local charities in South Dakota. | | (3) $12,500 per month from July 1, 2024 to December 31, 2024, in addition to regular Co-Chair and Board fees. | | (4) $12,500 per quarter. |

  26. Non-Executive Director Compensation

    Directors are also entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

  27. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the Delaware General Corporation Law, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. We are also permitted to maintain insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions.