DEF 14A of Perpetua Resources Corp.
Filed Apr 24, 2026 · FY20250001104659-26-048110
ITEM 2 ELECTION OF DIRECTORS
ITEM 2 ELECTION OF DIRECTORS In accordance with our Articles, as described in Item 1 above, the number of directors of the Company is currently fixed at ten (10). Following the resignation of Jessica Largent during 2025, the Board currently consists of nine (9) directors with one vacancy. If Item 1 is approved, the number of directors of the Company will be fixed at nine (9), which will eliminate the existing vacancy. The Board is currently made up of nine members: Marcelo Kim, Jonathan Cherry, Andrew Cole, Robert Dean, Laura Dove, Richie Haddock, Jeffrey Malmen, Christopher J. Robison, and Alexander Sternhell. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated the following nine (9) persons for election as directors at the Annual Meeting:
ITEM 2 ELECTION OF DIRECTORS
| • Marcelo Kim | • Richie Haddock | | • Christopher Robison | • Laura Dove | | • Alexander Sternhell | • Jeffrey Malmen | | • Robert Dean | • Jonathan Cherry | | • Andrew Cole | |
ITEM 2 ELECTION OF DIRECTORS
Each of the nominees is currently a director of Perpetua and has been elected to hold office until the 2026 Annual Meeting or until their respective successor has been elected and qualified. Biographical and related information on each nominee is set forth below. In addition to the Board, non-executive directors comprising the Corporate Governance and Nominating Committee have recommended that each director nominee be elected at the Annual Meeting. The Board expects that the nine nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, and the election of directors at the 2026 Annual Meeting does not result in the election of nine (9) directors, the number of directors of Perpetua will be deemed to be set at the number of directors actually elected at the 2026 Annual Meeting. Assuming Item 1 is approved, the nine (9) nominees receiving a greater number of votes cast in favor of their election than shares withheld will be elected as directors. Broker non-votes, if any, will have no effect on the outcome of the election of directors. The Board of Directors recommends a vote “FOR” each nominee.
BOARD OF DIRECTORS INFORMATION
BOARD OF DIRECTORS INFORMATION In evaluating the nominees for the Board, the Board and the Corporate Governance and Nominating Committee (the “Committee”) took into account the qualities they seek for directors, and each of the directors’ individual qualifications, skills, and background that enable such director to effectively and productively contribute to the Board’s oversight of Perpetua, as discussed below in each biography and under “Director Nominee Tenure, Skills, and Characteristics.” When evaluating re-nomination of existing directors, the Committee also considered the nominees’ past and ongoing effectiveness on the Board and, with the exception of Jonathan Cherry (who is an employee), their independence.
Biographical Information
Biographical Information
Biographical Information
| Marcelo Kim New York, USA Partner at Paulson & Co. Inc. | Background Marcelo Kim joined Perpetua as director in March 2016 and became Chair in 2020. Mr. Kim has served as a Partner at Paulson & Co. Inc., an investment management firm since 2009, where he oversees the firm’s global macro-economic and natural resource investments. Mr. Kim earned his Bachelor of Arts in economics with honors from Yale University in 2009. He is currently the Chair of International Tower Hill Ltd. (NYSE American: THM) and the Chair of Donlin Gold LLC, a privately held company. Mr. Kim serves as a Paulson & Co. Inc. nominee under the Paulson Investor Rights Agreement (as defined herein). Mr. Kim was appointed Chair of the Company in accordance with the Paulson Investor Rights Agreement. Our Board believes that Mr. Kim is qualified to serve on our Board due to his extensive experience in commodities, investment analysis, capital markets and economics. |
Biographical Information
| Age: | Director Since: | Board Committees: | Other current public company boards: | | 39 | March 17, 2016 | Corporate Governance & Nominating (Chair); Technical | Chair of International Tower Hill Mines Ltd. |
Biographical Information
| Christopher J. Robison Colorado, USA Former board director for Detour Gold Corp. and Chief Operating Officer of Newmont Mining Corporation | Background Mr. Robison has over 40 years of experience in the mining industry that has spanned six commodities and five continents. He is a former Fortune 500 executive with proven success in capital-intensive mining businesses and brings expertise in natural resources, mining, metallurgy, project development, M&A, capital investment, business improvement and regulatory issues. Mr. Robison also has extensive experience with mine safety, environmental management, and corporate social responsibility. Most recently, Mr. Robison was a board director for Detour Gold Corp., a former Canadian gold mining company, from 2018 to 2020. As chair of the Technical and HSEC Committee, he oversaw a step-change in safety, productivity and cost management. He also served on the Detour Gold Corp. Audit, SG&A and Special Committees. From 2013 to 2016, Mr. Robison was the Chief Operating Officer and Executive Vice President of Newmont Mining Corporation (“Newmont”), the world’s largest gold miner, where he was responsible for 12 gold and copper mining operations and complexes generating US$7.4 billion in revenues in 2014, and a pipeline of 22 expansion projects and new mines. Under his leadership, Newmont delivered step-change improvement in its operational performance and growth prospects. During his tenure as Chief Operating Officer, Newmont lowered injury rates by more than 50% and significantly reduced costs. Prior to Newmont, Mr. Robison was Chief Operating Officer and Vice President Operations of Rio Tinto Minerals for six years, Chief Operations Officer of U.S. Borax Inc. for five years and Vice President and General Manager, Mining and Concentrating at Kennecott Utah Copper for four years. He has held numerous other management and leadership positions in the mining industry and holds a B.Sc. in metallurgical engineering from the University of Nevada, Mackay School of Mines. He has also completed business leadership programs at the London School of Business and safety leadership training programs led by Dupont. Our Board believes that Mr. Robison is qualified to serve on our Board due to his extensive mining industry and leadership experience and expertise in project development and mining operations. |
Biographical Information
| Age: | Director Since: | Board Committees: | Other current public company boards: | | 69 | December 4, 2020 | Lead Independent Director; Compensation (Chair), Corporate Governance & Nominating; Technical and HSEC (Chair) | N/A |
Biographical Information
| Robert Dean Idaho, USA Co-owner of Premier Aggregates Holdings, LLC, former President of Ada Sand & Gravel, Inc. and former Managing Director of Allen & Company LLC | Background Mr. Dean has over 30 years of experience investing across public and private markets and advising corporate clients on merger and acquisition transactions. From 1995 to 2015, Mr. Dean worked at Allen & Company LLC, a New York-based investment banking firm, where he was a Managing Director and an equity partner. At Allen & Company, Mr. Dean was the Portfolio Manager of Allen Global Partners LLC, a $1 billion investment fund that invested in equity and credit securities of companies engaged in corporate transactions. In addition, Mr. Dean served on the Executive Committee of Allen Investment Management LLC, the firm’s SEC-registered investment advisor, and was actively involved in the firm’s corporate advisory, principal trading, and private capital businesses. Mr. Dean began his career at Merrill Lynch & Co. as an analyst in the Media, Telecom & Technology Investment Banking Group. From 2019 to 2024, Mr. Dean served as President of Ada Sand & Gravel, Inc., a southwest Idaho-based supplier of construction aggregates. In 2024, Ada Sand & Gravel merged with Premier Aggregates Holdings, LLC, creating the leading independent supplier of construction and landscape aggregates in southwest Idaho. Mr. Dean also actively invests in private equity, real estate and venture capital through Gemstone Capital LLC. Mr. Dean serves as an Advisory Board Member of Greybull Stewardship LP, a private equity investment firm. Mr. Dean is a graduate of Duke University where he received a B.A., cum laude, in Economics and Public Policy. Our Board believes that Mr. Dean is qualified to serve on our Board due to his extensive experience in corporate finance and strategy, investment analysis and capital markets. |
Biographical Information
| Age: | Director Since: | Board Committees: | Other current public company boards: | | 54 | December 4, 2020 | Audit (Chair); Corporate Governance & Nominating | N/A |
Biographical Information
| Laura Dove Virginia, USA Chair of the Board of Trustees of the James Madison Foundation | Background Laura Dove brings three decades of legislative and media experience to Perpetua. Ms. Dove is currently the chair of the Board of Trustees of the James Madison Foundation, and recently served as a senior fellow at Harvard Kennedy School and a resident fellow at the University of Chicago where she led a seminar on the role of the U.S. Senate. Ms. Dove previously served as Senior Director of the Ford Motor Company, an American company that designs, manufactures, markets and services vehicles, from 2020 until 2022, where she led federal government relations for a Fortune 50 company. She also served as Chair of the Executive Committee of the Alliance for Automotive Innovation and as the Washington representative for the Business Roundtable, U.S. Chamber of Commerce and National Association of Manufacturers during that time. Prior to her role with Ford, Ms. Dove served as the Senate’s Secretary for the Majority (an elected officer of the Senate) from 2013 to 2020, the culmination of more than twenty years of service in government. Ms. Dove holds a Master’s degree from the University of Virginia and a Bachelor of Arts degree from the University of North Carolina, Chapel Hill. Our Board believes that Ms. Dove is qualified to serve on our Board due to her extensive experience in media and government service and relations. |
Biographical Information
| Age: | Director Since: | Board Committees: | Other current public company boards: | | 56 | March 30, 2022 | Audit; Corporate Governance & Nominating | N/A |
Biographical Information
| Andrew Cole Nevada, USA Former General Manager, Barrick Former General Manager, Donlin Gold Project | Background Andrew Cole has over 35 years of experience in the metals and mining industry including substantial expertise in the processing of refractory ore, having been General Manager at Barrick Gold’s Goldstrike Mine from December 2011 until June 2015, Executive Director of Barrick’s North American operations until October 2016, and General Manager at the Donlin Gold Project until 2020 where he secured major permits including the Final Record of Decision. Since January 2021, Mr. Cole has led a consulting practice and has experience supporting an emerging gold producer through the successful development of its processing strategy and the restart of its autoclave facility in Nevada Mr. Cole holds a Bachelor of Science Degree in Material Sciences and Engineering from the University of Arizona and he received his MBA from the University of Nevada. Mr. Cole serves as a Paulson & Co. Inc. nominee under the Paulson Investor Rights Agreement. Our Board believes that Mr. Cole is qualified to serve on our Board due to his extensive mining industry experience including operations and metallurgical processing experience. |
Biographical Information
| Age: | Director Since: | Board Committees: | Other current public company boards: | | 62 | January 1, 2024 | Compensation; Technical and HSEC | International Tower Hill Mines Ltd. |
Biographical Information
| Richie Haddock Utah, USA Former General Counsel, Barrick | Background Rich Haddock retired from Barrick Gold Corporation, a mining company in 2022, where he had been General Counsel since 2014. At Barrick Gold Corporation, Mr. Haddock served in progressively senior legal roles since joining the company in 1997 and also served in business roles, including Global Vice President of Environment and Interim Regional President of Barrick North America. Mr. Haddock brings extensive permitting expertise in the U.S. as well as globally and vast experience in stakeholder engagement, environment, governance, litigation and mergers and acquisitions. Prior to his tenure at Barrick Gold Corporation, he worked at Santa Fe Pacific Gold Corporation, which merged into Newmont, a Colorado based gold mining company, and was a partner at Denver-based international law firm, Holme Roberts & Owen. Mr. Haddock has been practicing law since 1985 and holds a Bachelor’s degree in Geology. Our Board believes that Mr. Haddock is qualified to serve on our Board due to his extensive background in the mining industry including legal and permitting experience. |
Biographical Information
| Age: | Director Since: | Board Committees: | Other current public company boards: | | 67 | May 19, 2023 | Technical and HSEC, Corporate Governance & Nominating Committee | N/A |
Biographical Information
| Jeffrey Malmen Idaho, USA Senior Vice President of Public Affairs of IDACORP and Idaho Power | Background Mr. Malmen is currently the Senior Vice President of Public Affairs of IDACORP, an electricity holding company and Idaho Power, a regulated electrical power utility, where he has worked since 2007. In his role, he oversees government and regulatory affairs, corporate communications, and corporate services, including supply chain, real estate and facilities. Prior to that, Mr. Malmen enjoyed a 21-year career in state and federal politics, most recently as Chief of Staff for Idaho Governor C.L. “Butch” Otter and Idaho Governor Phil Batt prior to that. He also served as Administrator of the Division of Financial Management for Idaho Governor Dirk Kempthorne. He is a member of the Executive Committee of the Idaho Association of Commerce and Industry and Board Member of the Idaho Mining Association. Mr. Malmen attended Boise State University and has completed graduate studies at Dartmouth College, the University of Virginia and Stanford University. Our Board believes that Mr. Malmen is qualified to serve on our Board due to his extensive experience in regulatory processes and experience as a senior executive of a publicly traded company. |
Biographical Information
| Age: | Director Since: | Board Committees: | Other current public company boards: | | 58 | December 4, 2020 | Audit; Compensation | N/A |
Biographical Information
| Alexander Sternhell Maryland, USA Principal of Sternhell Group | Background Mr. Sternhell has over two decades experience working on Capitol Hill lobbying on behalf of some of the world’s largest companies as Principal of Sternhell Group. Prior to founding the Sternhell Group, he served as the Democratic Deputy Staff Director of and Senior Policy Advisor to the U.S. Senate Committee on Banking, Housing and Urban Affairs from 2007 until 2009 as well as the Staff Director for the Senate Banking Subcommittee on Securities and Investment from 1999 until 2006. He played a key role in drafting and negotiating financial services legislation in recent history. Mr. Sternhell received his BA from Louisiana State University. Our Board believes that Mr. Sternhell is qualified to serve on our Board due to his extensive experience in government service, corporate governance and crisis management. |
Biographical Information
| Age: | Director Since: | Board Committees: | Other current public company boards: | | 54 | December 4, 2020 | Audit; Compensation | N/A |
Biographical Information
| Jonathan Cherry Boise, Idaho President and Chief Executive Officer | Background Jonathan Cherry was appointed President and CEO of Perpetua Resources and joined the Board effective March 14, 2024. Mr. Cherry joined Perpetua Resources with over three decades of extensive mining industry experience including permitting, capital raising, project development, joint venture formation and operations. He most recently served as President, and CEO of PolyMet Mining Company (“PolyMet”) from July 2012 to November 2023 and as Chairman of the board of directors of PolyMet from June 2020 to November 2023. During his tenure at PolyMet, the North Met project received the highest rating the Environmental Protection Agency has ever given to a mining project. Additionally, Mr. Cherry played a leading role in negotiating a joint venture with Teck Resources prior to PolyMet’s sale to Glencore. Before joining PolyMet, Mr. Cherry served as Vice President, Environment and Government Affairs, Resolution Copper, at Rio Tinto from 2010 to 2012; General Manager, Eagle Mine, at Rio Tinto from 2004 to 2010 (the United States’ only primary nickel-copper mine); and Senior Project Engineer at Kennecott Utah Copper from 2001 to 2004 Mr. Cherry holds a Bachelor of Science degree in Environmental Engineering from Montana Technological University. He is a member of the Society for Mining, Metallurgy & Exploration, has served on the Board of Trustees for the American Mining and Exploration Association and for Highland Copper, a TSX-listed mining company, and is a Registered Professional Engineer. Our Board believes that Mr. Cherry is qualified to serve on our Board due to his extensive executive leadership and management experience, and his experience in the mining industry including permitting, capital raising, project development and joint venture formation. |
Biographical Information
| Age: | Director Since: | Board Committees: | Other current public company boards: | | 56 | March 14, 2024 | Technical and HSEC | N/A |
Director Nominee Tenure, Skills, and Characteristics
Director Nominee Tenure, Skills, and Characteristics The Corporate Governance and Nominating Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time and seeks out candidates with a variety of experience and perspectives, including individuals from different geographic regions and areas of expertise. The tenure range of our director nominees is as follows:
Director Nominee Tenure, Skills, and Characteristics
Director Nominee Tenure, Skills, and Characteristics
Director Nominee Tenure, Skills, and Characteristics
| Tenure on Board | Number of Director Nominees | | More than 10 years | 1 | | 6-10 years | 4 | | 5 years or less | 4 |
Compensation of Directors
Compensation of Directors Under the Company’s policies with regard to Director compensation, the Company’s executive Directors do not receive fees for Board service. Jonathan Cherry and Jessica Largent were the only executive Directors in 2025. They did not receive any fees for Board service in 2025. In addition, Mr. Kim, as a nominee of Paulson during 2025, elected to receive no Directors’ fees or equity awards in 2025. Mr. Cole, who was designated as a Paulson nominee in January 2024, is not an employee of Paulson and, therefore was entitled to receive Director fees as an independent non-executive Director in 2025. Generally, the compensation for non-executive Directors included the following payments for fiscal year 2025: (i) a $25,240 annual cash retainer; (ii) a $11,767 annual cash retainer for the Lead Director; (iii) a $12,208 annual cash retainer for the Chair of the Audit Committee; (iv) a $4,940 annual cash retainer for the Chair of the Technical and HSEC Committee; (v) a $4,940 annual cash retainer for the Chair of the Compensation Committee; (vi) a $3,052 annual cash retainer for each member (excluding the Chair) of the Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee, and Technical and HSEC Committee. For fiscal year 2025 through present, the Chair of each Committee was as follows: (vii) Mr. Dean serves as the Chair of the Audit Committee and received an annual cash retainer for his service in this position for 2025; (viii) Mr. Robison serves as the Chair of the Compensation Committee and received an annual cash retainer for his service in this position for 2025; (ix) Mr. Kim serves as the Chair of the Corporate Governance and Nominating Committee and did not receive an annual cash retainer for his service in this position for 2025; and (x) Mr. Robison serves as the Chair of the Technical and HSEC Committee and received an annual cash retainer for his service in this position for 2025. Payments for Board and committee service are made quarterly to the Directors. In 2022, we established share ownership guidelines which require Directors to receive their annual retainers in the form of DSUs until they reach the minimum holding requirement under such guidelines, as discussed in further detail below. The share ownership guidelines were updated in December 2025. As of December 31, 2025, all of the Directors who served in 2025 had reached the minimum holding requirements as amended. Each of the Directors has affirmatively elected to receive their payments for Board and committee service in 2025 in the form of DSUs, except for Ms. Dove, who elected to receive payments in cash. The Company also reimburses Directors for all reasonable out-of-pocket costs incurred by them in connection with their services to the Company. The table below sets out the amounts, before any withholdings, that each non-executive Director earned in fees and all other amounts of compensation during the year ended December 31, 2025 for his or her services as a Director:
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION
| Director | Fees Earned or Paid in Cash(1) | Stock Awards(3) | Total | | Marcelo Kim(2) | — | — | — | | Andrew Cole | $31,344 | $27,600 | $58,944 | | Robert Dean | $40,500 | $27,600 | $68,100 | | Laura Dove | $31,344 | $27,600 | $58,944 | | Richie Haddock | $31,344 | $27,600 | $58,944 | | Jeffrey Malmen | $31,344 | $27,600 | $58,944 | | Christopher Robison | $49,938 | $27,600 | $77,538 | | Alexander Sternhell | $31,344 | $27,600 | $58,944 | | Jonathan Cherry(2) | — | — | — |
2025 DIRECTOR COMPENSATION
(1) Reflects annual cash retainers and any committee chair or member retainers earned for 2025, including any such retainers which were paid in the form of DSUs in lieu of cash consistent with the Director’s election. Messrs. Cole, Dean, Haddock, Malmen, Robison, and Sternhell elected to receive their annual cash retainer and/or committee fees for 2025 in the form of DSUs consisting of the following number of shares: 1,927, 2,506, 1,927, 1,927, 3,011, and 1,927, respectively. The DSUs granted to our Directors in 2025 are 100% vested on the date of grant, but do not become payable until the Director’s separation from service. Ms. Dove elected to receive cash payments for her service in 2025. (2) Messrs. Kim and Cherry did not receive any cash or equity compensation for services on our Board. For a description of Mr. Cherry’s compensation with respect to his service to us as our Chief Executive Officer during 2025, see the Summary Compensation Table below. (3) The amounts in these columns reflect the grant date fair value of long-term incentive plan grants of DSUs (which were not awarded to our Directors in lieu of cash retainer and committee fees). These DSUs were 100% vested on the date of grant, but do not become payable until the Director’s separation from service. A description of the Company’s Omnibus Equity Incentive Plan, pursuant to which the DSUs grants to our Directors were made, is included in the Executive Compensation section below. Ms. Dove elected to receive cash payments for her service in 2025.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information regarding the compensation earned by our named executive officers during the fiscal years ended December 31, 2025 and December 31, 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Jonathan Cherry Chief Executive Officer | 2025 | $458,750 | $797,073 | $1,188,000 | $20,000 | $2,463,823 | | | 2024 | $339,678 | $395,000 | $240,411 | $8,500 | $983,589 | | Mark Murchison Chief Financial Officer | 2025 | $100,000 | $383,160 | $136,126 | — | $483,160 | | Mckinsey Lyon Senior Vice President, External Affairs | 2025 | $221,960 | $330,885 | $270,000 | $9,613 | $832,458 | | Jessica Largent Former Chief Financial Officer | 2025 | $264,457 | $398,370 | $132,229 | $10,578 | $805,634 | | | 2024 | $253,650 | $414,778 | $138,391 | $12,427 | $819,246 | | Michael Wright Former Vice President, Projects | 2025 | $294,407 | $478,235 | $115,229 | $2,661,314 | $3,549,185 | | | 2024 | $304,500 | $497,930 | $115,229 | $13,628 | $931,287 |
2025 Summary Compensation Table
The amounts in this column reflect the aggregate grant date fair values of RSUs and PSUs granted to the NEOs in 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and granted pursuant to the Perpetua Resources Corp. Omnibus Equity Incentive Plan. The grant date fair value of PSUs is based on the probable outcome of the performance conditions as of the date of grant, which was target. If the maximum amount, rather than the probable amount, were reported in the table with respect to the PSUs, the value associated with the PSUs would be as follows for each NEO: Mr. Cherry, $956,640, Ms. Lyon, $397,126, Mr. Murchison, $565,920, Ms. Largent, $478,120, and Mr. Wright $573,974. All RSUs granted in 2025 and 2024 vest ratably in three equal annual installments following the grant date. All PSUs granted in 2025 and 2024 consist of market-based PSUs where vesting is based on the Company’s performance over a three-year performance period other than certain PSUs granted to Mr. Murchison in 2025 which vest based on a certain Company performance event occuring. See “Note 5 — Equity” to the consolidated financial statements in our 2025 Annual Report on Form 10-K filed with the SEC on March 31, 2026 for additional details regarding assumptions underlying the value of these awards. The amounts reflected in this column include amounts awarded to the NEOs pursuant to our Short Term Incentive Plan, as discussed in more detail below under “Narrative Disclosure to Summary Compensation Table — Short Term Incentive Program.” (3) The amounts reflected in this column include Company contributions made to each named executive officer’s accounts pursuant to the Company’s 401(k) plan. For Mr. Wright, the amounts also reflect the following payments and benefits as set forth in Mr. Wright’s Consulting Separation Agreement and Release entered into with the Company on December 4, 2025: (i) a lump sum cash payment of $321,300 representing 12 months of base salary, (ii) a lump sum cash payment of $115, 229 representing an amount equal to his previous year’s bonus under the STIP, (iii) a lump sum payment equal to $13,593.46 representing payout of his accrued but unused paid time off and floating holidays as of the date of his termination of employment and (iv) accelerated vesting of 90,657 RSUs and PSUs (estimated value of $2,194,806 calculated based on the closing price of the Company’s common stock on December 31, 2025).
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects information regarding outstanding equity-based awards that were held by our NEOs as of December 31, 2025. Option exercise prices reflected in this table and the accompanying footnotes have been converted to U.S. dollars for purposes of this table using the latest daily Bank of Canada exchange rate (www.bankofcanada.ca/rates/exchange) available on December 31, 2025, of CAD $1.3706 = U.S. $1.00.
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Un-exercised Options Exercisable(1) | Number of Securities Underlying Un-exercised Options Un-Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Un- exercised Unearned Options | Option Exercise Price(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) | Market Value of Shares of Units of Stock That Have Not Vested(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) | | Jonathan Cherry | February 21, 2025 | | | | | | 38,174 | $924,193 | | | | | March 14, 2024 | | | | | | | | 50,000 | $1,210,500 | | | February 21, 2025 | | | | | | | | 38,174 | $924,193 | | Mark Murchison | October, 6 2025 | | | | | | 8,000 | $193,680 | | | | | October, 6 2025 | | | | | | | | 12,000 | $290,520 | | Mckinsey Lyon | January 20, 2021 | 40,000 | | | $8.61 | January 20, 2026 | | | | | | | February 10, 2023 | | | | | | 11,310 | $273,815 | | | | | February 16, 2024 | | | | | | 27,273 | $660,279 | | | | | February 21, 2025 | | | | | | 15,847 | $383,656 | | | | | February 10, 2023 | | | | | | | | 33,929 | $821,421 | | | February 16, 2024 | | | | | | | | 40,910 | $990,431 | | | February 21, 2025 | | | | | | | | 15,847 | $383,656 | | Jessica Largent | March 15, 2021 | | | 90,000 | $7.88 | March 15, 2026 | | | | | | | March 15, 2021 | 40,000 | | | $7.88 | March 15, 2026 | | | | | | | February 10, 2023 | | | | | | 14,297 | $346,130 | | | | | February 16, 2024 | | | | | | 34,479 | $834,737 | | | | | February 21, 2025 | | | | | | 19,079 | $461,903 | | | | | February 10, 2023 | | | | | | | | 42,892 | $1,038,415 | | | February 16, 2024 | | | | | | | | 51,718 | $1,252,093 | | | February 21, 2025 | | | | | | | | 19,079 | $461,903 |
Outstanding Equity Awards at 2025 Fiscal Year-End
(1) All options granted have a five-year term and vest one quarter per year commencing on the Grant Date. (2) For purposes of this column, the applicable exercise price of each stock option award was converted to USD based on the daily exchange rate from the Bank of Canada available on December 31, 2025 of C$1.3706 = US$1.00. This column represents all outstanding RSUs awarded to our NEOs under the Company’s Omnibus Equity Incentive Plan. The RSUs will vest as shown in the following table, so long as the applicable NEO remains continuously employed by us from the grant date through each applicable vesting date. See the section below titled “— Potential Payments Upon Termination or Change in Control” for a description of potential acceleration and forfeiture provisions of such awards.
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Vesting Date or Last Date of Performance Period | Number of Time-Based RSUs to Vest | | Jonathan Cherry | February 21, 2026 February 21, 2027 February 21, 2028 | 12,725 12,724 12,725 | | Mark Murchison | October 1, 2026 October 1, 2027 | 4,000 4,000 | | McKinsey Lyon | February 10, 2026 February 16, 2026 February 16, 2027 February 21, 2026 February 21, 2027 February 21, 2028 | 11,310 13,636 13,637 5,282 5,283 5,282 | | Jessica Largent | January 2, 2026 January 2, 2026 January 2, 2026 January 2, 2026 January 2, 2026 January 2, 2026 | 14,297 17,240 17,239 6,360 6,359 6,360 |
Outstanding Equity Awards at 2025 Fiscal Year-End
The market value of the outstanding RSUs and PSUs was calculated based on the closing price of the Company’s Common Shares on the Nasdaq stock exchange on December 31, 2025, of $24.21. (5) This column reflects all outstanding PSUs held by our NEOs based on target performance (100% of the PSUs granted) because performance under these awards was tracking above threshold but less than target, as of December 31, 2025. The PSU awards granted to our NEOs in 2023, 2024 and 2025 each have a three-year vesting schedule where a percentage of the grant vests at the end of the three-year period subject to achievement of performance conditions; provided, however, that PSUs granted in October 2025 are subject to vesting upon the date of a certain Company performance event occuring. The PSUs awarded in February of 2023 vested on February 10, 2026, the PSUs awarded in February of 2024 are schedule to vest on February 21, 2027 and the PSUs awarded in February 2025 are scheduled to vest on February 21, 2028, and the PSUs awarded in October 2025 are scheduled to vest on the date of a certain Company performance event occuring, subject to the terms and conditions under the Company’s Omnibus Equity Incentive Plan and so long as the applicable NEO remains continuously employed by us from the grant date through the applicable vesting date. See the section below titled “— Potential Payments Upon Termination or Change in Control” for a description of potential acceleration and forfeiture provisions of such awards.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Employment Agreements Mr. Cherry, Mr. Murchison and Ms. Lyon Each of the employment agreements for Mr. Cherry, Mr. Murchison and Ms. Lyon provide that if the Company terminates the employment of the executive without Cause (as such term is defined in the applicable employment agreement), the executive terminates his or her employment for Good Reason (as such term is defined in the applicable employment agreement) or the executive’s employment ends due to the executive’s disability (only for Mr. Cherry and Mr. Murchison), the executive is entitled to the following: (i) any Accrued Rights (as such term is defined in the applicable employment agreement), (ii) a lump sum cash payment equal to one times the sum of the executive’s annual base salary and target bonus under the STIP, (iii) payment of any unpaid target bonus under the STIP, if any, for the year prior to the year of the executive’s termination of employment (only for Ms. Lyon), (iv) vesting acceleration of outstanding equity awards as follows: (A) for Mr. Cherry and Mr. Murchison, all equity awards fully accelerate with performance-based equity awards accelerating based on target levels of performance and (B) for Ms. Lyon, equity awards vest in a pro-rata portion based on the number of days the executive was employed between the date of grant and the date any unvested awards were otherwise scheduled to vest with performance-based awards determined based upon the target number of performance-based awards and (v) a lump sum cash payment equal to 12 months’ worth of the monthly premium payment to continue the executive’s existing group health, dental and vision coverage (only for Mr. Cherry and Mr. Murchison, the “COBRA Benefits”), subject to the executive entering into a general release of claims in favor of the Company. Each of the employment agreements for Mr. Cherry, Ms. Lyon and Ms. Murchison provide that upon consummation of a Change in Control (as such term is defined in the applicable employment agreement), all of the executive’s then unvested outstanding equity awards shall become fully vested, with performance-based equity awards vesting at target performance level. Each of the employment agreements further provides that if a Change in Control is consummated and the Company (or any successor) terminates the employment of the executive without Cause, the executive terminates his or her employment for Good Reason or the Company (or any successor) fails to renew the term of the employment agreement, each within the twenty-four (24) month period following a Change in Control or twelve (12) month period immediately preceding a Change in Control, then the executive is entitled to the following: (i) the Accrued Rights, (ii) a lump sum cash payment equal to 2.99 (for Mr. Cherry), 2.0 (for Mr. Murchison) or 1.0 (for Ms. Lyon) times the executive’s annual base salary, (iii) a lump sum cash payment equal to 2.99 (for Mr. Cherry), 2.0 (for Mr. Murchison) or 1.0 (for Ms. Lyon) times the greater of (x) the most recently paid annual bonus under the STIP and (y) the executive’s target bonus under the STIP, (iv) vesting acceleration of outstanding equity awards with time-based equity awards fully accelerating and performance-based equity awards accelerating based on target levels of performance and (v) the COBRA Benefits (only for Mr. Cherry and Mr. Murchison), subject to the executive entering into a general release of claims in favor of the Company. All severance payments are required to be made in a lump sum payment within sixty (60) days following termination of employment. In the employment agreements, “Change of in Control” is defined as (a) Any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any affiliate, or (y) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company’s common shares becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, acquires securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities (including, by way of example, if a person currently is the beneficial owner with respect to 30% of the Company’s securities, and such person becomes the beneficial owner with respect to an additional 20% of the Company’s securities); (b) The sale or disposition by the Company of all or substantially all of the Company’s assets other than (x) the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or (y) pursuant to a spin-off type transaction under Sections 355 or 368 of the Internal Revenue Code of 1986, as amended, directly or indirectly, of such assets to the Company’s shareholders; (c) A change in the composition of the Board during any twelve (12) consecutive month period the result of which fewer than a majority of the members of the Board are Incumbent Directors. For this purpose, “Incumbent Directors” are members of the Board who are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but does not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of members of the Board); or (d) A merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. “Good Reason” means the voluntary termination by the executive of the executive’s employment because of: (i) a material diminution in the executive’s annual base salary and incentive compensation opportunity, the latter being considered in the aggregate; (ii) a material diminution in the nature or scope of the executive’s authority, duties, or responsibilities from those applicable to the executive as of the effective date of the employment agreement; (iii) the Company or Perpetua Resources Idaho, Inc. requiring the executive to be based at any office or location more than fifty (50) miles from the executive’s principal office location without the executive’s consent (only for Mr. Cherry and Mr. Murchison); or (iv) a material breach by the Company or Perpetua Resources Idaho, Inc. of any term or provision of the employment agreement, which shall include a failure by any acquiring entity or successor to the Company in a Change in Control to assume the employment agreement in its entirety as of consummation of such Change in Control or to have the employment agreement term renewed immediately prior to such Change in Control. If the NEO is terminated without cause, the NEO shall have 30 days to exercise any incentive stock options of the Company that have vested as of the last day of work and which are unexercised as of the last day of work. Omnibus Equity Incentive Plan
Potential Payments Upon Termination or Change in Control
RSU Awards. Pursuant to the terms of the RSU awards granted under the Omnibus Equity Incentive Plan, upon a termination of employment by the company without cause or upon the executive’s retirement after the attainment of age 67, a portion of the award will vest on a pro-rata basis through the date of the termination of employment. A termination of employment due to the award holder’s death or disability will result in full vesting of the executive’s RSUs. Under the terms of the Omnibus Equity Incentive Plan, upon a termination of employment by the company without cause within the 12-month period following a change in control (as such term is defined under such plan), any unvested RSUs shall immediately become vested in full. For purposes of the foregoing, a “change in control” is defined, with certain exceptions, as the occurrence of any one of the following events: (e) any transaction by which any person or group of persons acting jointly acquires beneficial ownership of or the right to exercise control over securities of the corporation representing more than 50% of the then-issued and outstanding voting securities of the company; (f) the sale or transfer of all or substantially all of the assets of the company; (g) the dissolution or liquidation of the company; (h) a transaction requiring approval by the company’s shareholders whereby the company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other person; (i) individuals who comprise the Board for any reason cease to constitute at least a majority of the members of the Board unless the election or nomination of any new director was approved by at least a majority of the incumbent board; or (j) any other event which the Board determines to constitute a change in control of the company. Termination of Employment or Services. The following table describes the impact of certain events upon the NEO’s awards under the Omnibus Equity Incentive Plan that are not described above, including resignation, termination without cause, disability, death, or retirement, subject, in each case, to the terms of a NEO’s applicable employment agreement, award agreement, or other written agreement between the Company or a subsidiary of the Company and the NEO:
Potential Payments Upon Termination or Change in Control
| Event | Provisions | | Termination without Cause | • A portion of any unvested options or other awards under the Omnibus Equity Incentive Plan shall immediately vest, such portion to be equal to the number of unvested options or other awards held by the NEO as of the date of termination (the “Termination Date”) multiplied by a fraction the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested options or other awards were originally scheduled to vest, and for purposes of this calculation with respect to PSUs, such portion will be determined based on the target number of PSUs. Any |
Potential Payments Upon Termination or Change in Control
| Event | Provisions | | | vested options may be exercised by the NEO at any time during the period that terminates on the earlier of: (A) the expiry date of such option; and (B) the date that is 90 days after the Termination Date. If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an option or DSU, such award will be settled within 90 days after the Termination Date, provided that for U.S. taxpayers, such award will be settled within 90 days after the U.S. taxpayer’s separation from service, subject to the terms of the Omnibus Equity Incentive Plan with respect to certain Specified Employees (as defined in the Omnibus Equity Incentive Plan). DSUs will be settled in accordance with their terms. | | Disability | • Any award held by the NEO that has not vested as of the date of such NEO’s Termination Date shall vest on such date (and for this purposes the target number of PSUs will become vested). Any vested option may be exercised by the NEO at any time until the expiry date of such option. Any vested award other than an option or DSU will be settled within 90 days after the Termination Date, subject to the terms of the Amended Plan with respect to Specified Employees. DSUs will be settled in accordance with their terms. | | Death | • Any award that is held by the NEO that has not vested as of the date of the death of such NEO shall vest on such date (and for this purposes the target number of PSUs will become vested). Any vested option may be exercised by the NEO’s beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of: (a) the expiry date of such option, and (b) the first anniversary of the date of the death of such NEO. If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an option or DSU, such award will be settled with the NEO’s beneficiary or legal representative (as applicable) within 12 months after the date of the NEO’s death. DSUs will be settled in accordance with their terms. | | Retirement | • A portion of any unvested options or other Awards shall immediately vest, such portion to be equal to the number of unvested options or other awards held by the NEO as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date any unvested options or other awards were originally scheduled to vest, and for purposes of this calculation with respect to PSUs such portion will be determined based on the target number of PSUs. Any vested option may be exercised by the NEO at any time during the period that terminates on the earlier of: (A) the expiry date of such option; and (B) the third anniversary of the NEO’s date of retirement. If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an option or DSU, such award will be settled within 90 days after the NEO’s retirement, subject to the terms of the Omnibus Equity Incentive Plan with respect to Specified Employees. DSUs will be settled in accordance with their terms. Notwithstanding the foregoing, if, following his or her retirement, the NEO commences (the “Commencement Date”) employment, consulting or acting as a director of the Company or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with the Company or any of its subsidiaries, any option or other |
Potential Payments Upon Termination or Change in Control
| Event | Provisions | | | award held by the NEO that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date. | | Change in Control | • If within 12 months following the completion of a transaction resulting in a Change in Control (as defined below), a participant’s employment, consultancy, or directorship is terminated by the Company or a subsidiary of the Company without Cause (as defined in the Omnibus Equity Incentive Plan), then (i) any unvested awards held by the participant at the Termination Date shall immediately vest and (ii) any vested awards may be exercised, surrendered to the Company, or settled by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such award; and (B) the date that is 90 days after the Termination Date. Any award that has not been exercised, surrendered, or settled at the end of such period being immediately forfeited and cancelled. • Subject to certain exceptions, a “Change in Control” includes (a) any transaction pursuant to which a person or group acquires more than 50% of the outstanding Common Shares, (b) the sale of all or substantially all of the Company’s assets, (c) the dissolution or liquidation of the Company, (d) the acquisition of the Company via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise, (e) individuals who comprise the Board at the last annual meeting of shareholders (the “Incumbent Board”) cease to constitute at least a majority of the Board, unless the election, or nomination for election by the shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new director shall be considered as a member of the Incumbent Board, or (f) any other event which the Board determines to constitute a change in control of the Company. |
Indebtedness of Directors and Executive Officers
Indebtedness of Directors and Executive Officers As at April 8, 2026, there was no indebtedness, other than routine indebtedness as defined under applicable securities laws, outstanding of any current or former executive officer, Director, or employee of the Company or any of its subsidiaries which is owing to the Company or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise. No individual who is, or at any time during the financial year ended December 31, 2025, was a Director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons: (a) is or at any time since the beginning of the most recently completed financial year has been, indebted, other than routine indebtedness as defined under applicable securities laws, to the Company or any of its subsidiaries; or (b) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, in relation to a securities purchase program or other program.