DEF 14A of Dakota Gold Corp., Apr 15, 2026

DEF 14A of Dakota Gold Corp.

Filed Apr 15, 2026 · FY20250001104659-26-043755

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 seven nominees. The Board of Directors has nominated for election at the annual meeting Drs. Quartermain and O’Rourke, Messrs. Iverson, Kenner and Puil and Mses. Grafton and Schroeder to serve until the 2027 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 | | Jennifer S. Grafton(1)(2)(3) | 50 | Director, Chair of the Compensation Committee | March 2022 | | Brian G. Iverson | 63 | Director | March 2026 | | Todd J. Kenner(1) | 64 | Director, Lead Independent Director | May 2025 | | Stephen T. O’Rourke | 70 | Director, Co-Chairman of the Board of Directors, | March 2022 | | Kevin Puil(2)(3) | 52 | Director, Chair of the Nominating and Corporate Governance Committee | May 2025 | | Robert Quartermain | 71 | Director, Co-Chairman of the Board of Directors, Chief Executive Officer | March 2022 | | Alice D. Schroeder(1)(2)(3) | 69 | 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. The seven candidates that receive the highest number of affirmative votes will be elected to serve on our Board of Directors.

  4. Nominees for Election

    Nominees for Election Biographical information regarding each nominee is set forth below. Jennifer S. Grafton. Ms. Grafton has served as a director of Dakota Gold since March 2022 and as the Chief Operating Officer, General Counsel and Secretary of Rare Earths Americas, Inc., since February 2025. She has also 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. Brian G. Iverson. Mr. Iverson has served as a director of Dakota Gold since March 2026 and is a senior legal and financial executive with more than 30 years of experience in the utility, energy and financial services sectors. He currently serves as the General Counsel, Senior Vice President Regulatory and Public Policy for TXNM Energy (NYSE: TXNM), where he oversees legal affairs, regulatory strategy, governmental and tribal relations, supply chain and internal audit, since September 2024. Previously, he served as the Senior Vice President & General Counsel (2016 – 2024) for Black Hills Corporation (NYSE: BKH), an electric and gas utility company headquartered in Rapid City, South Dakota. Prior to this role, Mr. Iverson held roles of increasing responsibility for Black Hills Corporation including Senior Vice President, Regulatory and Government Affairs & Assistant General Counsel (2014 – 2016), Vice President and Treasurer (2011 – 2015), Vice President, Electric Regulatory Services (2008 – 2011), and Senior Counsel (2004 – 2008). Mr. Iverson holds a Juris Doctorate, Master of Business Administration, and a Bachelor of Science in Business Administration, Accounting, all from the University of South Dakota. Mr. Iverson is a NACD Board Leadership Fellow, Certified Public Accountant, and a Chartered Global Management Accountant. Our Board of Directors believes Mr. Iverson’s experience and skills developed as an executive officer, lawyer and leader of regulatory, governmental affairs and treasury functions for several publicly traded companies make him well-qualified to serve as a director of the Company. Todd J. Kenner. Mr. Kenner has served as a director of Dakota Gold since May 2025. Mr. Kenner has more than 40 years of experience in engineering design and business management. Mr. Kenner currently serves as Interim CEO of Elevate Rapid City, the area’s economic development organization. Mr. Kenner served as President and CEO of RESPEC Company, LLC (“RESPEC”) from May 2009 to December 2024. RESPEC is headquartered in Rapid City, South Dakota, and during his 15 years with the company, he led strategic expansion leveraging the company’s nationally recognized technical expertise in rock mechanics. During his tenure, RESPEC grew from annual revenues of $14M to $142M and the geographic presence of two to 28 offices and two international locations, with a total of 650 professionals. Mr. Kenner’s public service experience has included board leadership with the American Council of Engineering Companies (ACEC), the Nevada State Board of Professional Engineers and Land Surveyors, and the South Dakota Mines Center for Alumni Relations and Advancement (CARA). Mr. Kenner holds a Bachelor of Science in Civil Engineering and an Honorary Doctorate — Doctor of Public Services, both from South Dakota Mines. He is also a graduate of the Harvard Business School for Senior Executives program. Our Board of Directors believes Mr. Kenner’s experience and skills developed as an executive officer in multi-dimensional engineering and technology consulting companies for over 25 years make him well-qualified to serve as a director of the Company. Stephen T. O’Rourke. Dr. O’Rourke has served as a director of Dakota Gold since March 2022. He served as Managing Director for Dakota Gold from July 2024 – July 2025. He previously 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 was a founding partner of Strategic Management Partners LLC (December 2024 – July 2026), a consulting firm based in Rapid City, South Dakota, specializing in energy, minerals and business development. He is currently the Non-Executive Lead Director of RESPEC, an engineering consulting firm also based in Rapid City. He served as a director for Dakota Oil and Gas Co., a privately held South Dakota-focused oil and gas exploration company, from June 2020 – July 2025. Dr. O’Rourke is also a co-founder and past Chairman of the South Dakota Mines 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. Kevin Puil. Mr. Puil has served as the Managing Partner of RIVI Capital LLC, a private equity firm specializing in precious metals, since 2014. With over 25 years of experience in the resource investment sector, he brings a wealth of expertise as a former fund manager and investment analyst. Throughout his career, Mr. Puil has held senior roles at several notable firms. At Bolder Investment Partners (now Haywood Securities), he was a Partner and Portfolio Manager, and later, he held the position of Senior Analyst of natural resources at the Encompass Fund. In addition to his investment acumen, Mr. Puil has served as an independent director for multiple international mining companies. He holds a degree in Economics from the University of Victoria in British Columbia and is a Chartered Financial Analyst (CFA) Charterholder. Our Board of Directors believes Mr. Puil’s experience and skills in the financial sector make him well-qualified to serve as a director of the Company.

  5. Nominees for Election

    Robert Quartermain. Dr. Quartermain has served as 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 (retired in 2026), 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 D. Schroeder. Ms. Schroeder has served as a director of Dakota Gold since August 2022 and serves on or has served on numerous public and private company boards. She also currently serves on two additional U.S. public company boards: Stellantis N.V. (April 2025 – present)(NYSE: STLA) and HSBC N.A. Holdings (October 2021 – present)(NYSE: HSBC). She has served on or chaired audit, compensation, nominating/ governance, and sustainability committees on several boards. She began her career as a CPA at Ernst & Young and spent nearly two decades on Wall Street as an analyst and banker and as a managing director at several firms, principally Morgan Stanley. Ms. Schroeder holds both a Bachelor and Master of Business Administration from the University of Texas at Austin. 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.

  6. 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 2025 fiscal year (ended on December 31, 2025) and the 2024 fiscal year (ended on December 31, 2024).

  7. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | All Other Compensation ($) | Total ($) | | Dr. Robert Quartermain, CEO(5) | 2025 | 117,500 | 400,000 | 250,000 | 650,421 | — | 1,417,921 | | | 2024 | — | — | 150,000 | — | — | 150,000 | | Jack Henris, President & COO(6) | 2025 | 165,038 | 226,000 | 459,000 | 452,550 | — | 1,302,588 | | Amy Koenig, CLO(7) | 2025 | 176,577 | 196,250 | 406,000 | 301,700 | — | 1,080,526 |

  8. Summary Compensation Table

    (1) The amounts reported in this column for Dr. Quartermain include a partial-year CEO salary of $78,000 and partial-year director fee of $39,000. The amounts reported in this column for Ms. Koenig include a partial-year salary of $151,577 and a partial-year director fee of $25,000. (2) Amounts reported in this column represent discretionary annual cash bonus amounts paid to the NEOs for fiscal year 2025. For Dr. Quartermain, the amount represents a one-time bonus for services performed as CEO. For Mr. Henris and Ms. Koenig, the amounts represent sign-on bonus, each receiving $100,000, and discretionary annual cash bonus earned in 2025. (3) 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, 2025. For Dr. Quartermain the amount reflects the grant date fair value of shares of the Company’s common stock awarded for director compensation. For Mr. Henris, the amount reported represents the grant date fair value of restricted stock units that were granted as a hiring inducement. For Ms. Koenig, the amount reported represents the grant date fair value of restricted stock units that were granted as a hiring inducement and shares of the Company’s common stock with a grant date fair value of $100,000 awarded March 1, 2025, for her service as a director. (4) 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, 2025. For Dr. Quartermain, the amount reflects a one-time option award for services performed as CEO. For Mr. Henris and Ms. Koenig, the amount represents the grant date fair value of options granted as hiring inducements. (5) Dr. Quartermain was appointed President and CEO of the Company on October 30, 2024. On June 1, 2025, Dr. Quartermain’s title was changed solely to CEO, coincident with Mr. Henris’s assumption of the role of President. From October 30, 2024, through September 1, 2025, Dr. Quartermain served as the Company’s President and CEO without any cash compensation. In 2024, he did not receive cash compensation for his service as a director. Beginning in 2025, Dr. Quarter began receiving cash compensation for his service as a director. On September 1, 2025, Dr. Quartermain began receiving a salary for his role as the CEO and discontinued receiving director fees. (6) Mr. Henris began his employment as the President and Chief Operating Officer on June 1, 2025. (7) Ms. Koenig began her employment as the Senior Vice President, Chief Legal Officer and Corporate Secretary on June 1, 2025.

  9. 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, 2025.

  10. 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 ($) | | Robert Quartermain | 275,000 | — | 4.76 | May 17, 2026 | — | — | — | — | | | — | 325,000(1) | 4.17 | September 2, 2030 | — | — | — | — | | | — | — | — | — | 82,508(2) | 468,645 | — | — | | | | | | | 47,170(3) | 267,926 | | | | | — | — | — | — | 17,795(4) | 101,076 | — | — | | Jack Henris | — | 300,000(5) | 3.06 | June 1, 2030 | — | — | — | — | | | — | — | — | — | 150,000(6) | 852,000 | — | — | | Amy Koenig | 100,000 | — | 5.09 | September 13, 2026 | — | — | — | — | | | — | 200,000(5) | 3.06 | June 1, 2030 | — | — | — | — | | | — | — | — | — | 100,000(6) | 568,000 | — | — | | | | | | | 33,003(2) | 187,457 | | | | | — | — | — | — | 31,447(3) | 178,619 | — | — | | | — | — | — | — | 11,863(4) | 67,382 | — | — |

  11. Outstanding Equity Awards at Fiscal Year-End

    Represents unvested stock options that vest in three equal tranches on September 2, 2026, September 2, 2027, and September 2, 2028. (2) Represents restricted stock units that vest in three equal tranches on March 3, 2026, March 3, 2027, and March 3, 2028. The market value of the restricted stock units is calculated by multiplying the number of shares underlying the restricted stock units by 5.68, the closing price of the Company’s common stock on December 31, 2025. (3) Represents restricted stock units that vest in two equal tranches on March 1, 2026, and March 1, 2027. The market value of the restricted stock units is calculated by multiplying the number of shares underlying the restricted stock units by $5.68, the closing price of the Company’s common stock on December 31, 2025. (4) Represents restricted stock units that vest on March 1, 2026. The market value of the restricted stock units is calculated by multiplying the number of shares underlying the restricted stock units by $5.68, the closing price of the Company’s common stock on December 31, 2025. (5) Represents unvested stock options that vest in three equal tranches on June 1, 2026, June 1, 2027, and June 1, 2028. (6) Represents restricted stock units that vest in three equal tranches on June 1, 2026, June 1, 2027, and June 1, 2028. The market value of the restricted stock units is calculated by multiplying the number of shares underlying the restricted stock units by $5.68, the closing price of the Company’s common stock on December 31, 2025.

  12. 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 would have been entitled if a termination of employment or change of control occurred on December 31, 2025. 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.

  13. Potential Payments Upon Termination or Change of Control

    | Named Executive Officer | Termination without “Cause”(1) ($) | Resignation ($) | Death or Disability(2) ($) | Termination without “Cause” following a Change of Control(3) ($) | | Dr. Robert Quartermain | | | | | | Cash severance | — | — | — | — | | Acceleration of equity awards | — | — | 837,647 | 1,581,397 | | Total Termination Benefits | — | — | 837,647 | 1,581,397 | | Jack Henris | | | | | | Cash severance | 480,000 | — | — | 660,000 | | Acceleration of equity awards | 1,638,000 | — | 852,000 | 1,638,000 | | Total Termination Benefits | 2,118,000 | — | 852,000 | 2,298,000 | | Amy Koenig | | | | | | Cash severance | 412,500 | — | — | 592,500 | | Acceleration of equity awards | 1,584,485 | — | 1,001,458 | 1,574,458 | | Total Termination Benefits | 1,996,958 | — | 1,001,458 | 2,176,958 |

  14. Potential Payments Upon Termination or Change of Control

    Dr. Quartermain’s employment agreement does not provide for payment in the event of a termination without cause and he does not participate in the Company’s Executive Severance Plan. For Mr. Henris and Ms. Koenig, represents the value of one-time base salary, a pro-rated bonus at target, and the value of all restricted stock units, performance share units, and stock options outstanding as of December 31, 2025. Under the Executive Severance Plan, all restricted stock units, performance share units and stock options will be fully accelerated upon the occurrence of a termination without cause or good reason. (2) The values in this column represent the intrinsic value of 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 the Company’s 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 outstanding award agreements: (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. (3) In the case of Dr. Quartermain, represents the value of all restricted stock units and stock options outstanding as of December 31, 2025. Under the 2022 Plan, all restricted stock units and stock options will be fully accelerated and upon the occurrence of a change in control. For Mr. Henris and Ms. Koenig, represents one times base salary, a target annual bonus, a pro-rated bonus at target for the fiscal year in which the termination occurred, and the value of all restricted stock units, performance share units, and stock options outstanding as of December 31, 2025. Under the 2022 Plan and the Executive Severance Plan, all restricted stock units, performance share units and stock options will be fully accelerated upon the occurrence of a change in control.

  15. 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, 2025:

  16. Non-Executive Director Compensation

    | Director(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Total ($) | | Stephen T. O’Rourke | 307,500(4) | 300,000 | — | 607,500 | | Jennifer S. Grafton | 50,000(5) | 100,000 | — | 150,000 | | Todd J. Kenner | 22,500(5) | — | 146,715 | 169,215 | | Kevin Puil | 31,250(5) | — | 146,715 | 177,965 | | Alice D. Schroeder | 50,000(5) | 100,000 | — | 150,000 |

  17. Non-Executive Director Compensation

    As the CEO, Dr. Quartermain no longer receives cash compensation for his service as a director. The compensation he received as a director prior to receiving a salary as CEO and any equity awards granted in 2025 for service as a director are reflected in the Summary Compensation Table. (2) The amounts reported in this column represent grant date fair value calculated pursuant to FASB ASC Topic 718. Dr. O’Rourke was granted restricted stock units with an aggregate grant date fair value of $250,000 and Mses. Grafton and Schroeder were granted restricted stock units with an aggregate grant date fair value of $100,000, all on March 1, 2025, which will vest ratably on the three anniversaries following the grant date. Dr. O’Rourke was also granted restricted stock units with an aggregate grant date fair value of $50,000 on September 2, 2025, which will vest ratably on the three anniversaries following the grant date, in recognition of his service as Managing Director. Messrs. Kenner and Puil joined the Board on May 15, 2025, and therefore were not in service at the time of the annual director equity award grant. (3) Mr. Kenner and Mr. Puil were granted 100,000 options with an exercise price of $2.97 per share on May 20, 2025, which will vest ratably on the three anniversaries following the grant date. (4) Dr. O’Rourke received a $36,000 director fee, a $36,000 co-chair fee, and a partial year committee chair fee. In recognition of his services performed as Managing Director, he also received $12,500 per month from January 1 through the end of June, and a one-time cash payment of $150,000. (5) Cash fees for 2025 are based on an annual cash retainer of $36,000 and annual committee chair fees of $14,000. 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.

  18. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Certificate of Incorporation and our 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.