DEF 14A of Novagold Resources Inc
Filed Mar 24, 2025 · FY20240001193125-25-061430
Proposal 1: Election of Directors
Proposal 1: Election of Directors The Board of Directors recommends a vote FOR the election of the director nominees named in this proxy statement. See pages 7-9 and 12-23 for further information on the nominees.
Gregory A. Lang
| Potential Payments Upon Termination or Change of Control | 69 | | NON-EXECUTIVE DIRECTOR COMPENSATION | 71 | | Non-Executive Director Compensation Table | 72 | | Directors’ Share Ownership | 74 | | Incentive Plan Awards | 75 | | Value Vested or Earned During the Year | 76 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 77 | | Equity Compensation Plan Information | 77 | | General Information – Stock Based Incentive Plans | 79 | | Stock Award Plan | 79 | | Performance Share Unit Plan | 82 | | Deferred Share Unit Plan | 86 | | INDEBTEDNESS OF DIRECTORS AND OFFICERS | 90 | | INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS | 90 | | STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 91 | | Board of Directors | 91 | | Board Service Policy | 97 | | Insider Trading Policy | 97 | | Policy on Granting Equity Awards | 97 | | Anti-Corruption, Anti-Bribery, Anti-Fraud Policy | 97 | | Anti-Hedging and Anti-Pledging Policy | 98 | | Incentive Compensation Recovery Policy | 98 | | Human Rights Policy | 98 | | Environmental, Social and Governance Matters | 98 | | Climate Change and Carbon Footprint Considerations | 99 | | Climate Change Policy | 99 | | Biodiversity Policy | 100 | | Integrated Risk Management Policy | 100 | | Corporate Disclosure Policy | 100 | | Other Board Committees | 100 | | Assessments | 100 | | Majority Voting Policy | 101 | | Compensation Committee Interlocks and Insider Participation | 101 | | Shareholder Communication with the Board | 101 | | OTHER BUSINESS | 102 | | ADDITIONAL INFORMATION | 102 | | OTHER MATERIAL FACTS | 102 | | SHAREHOLDER PROPOSALS | 103 | | HOUSEHOLDING | 104 | | CERTIFICATE | 104 |
Election of Directors
Election of Directors According to the Articles of the Company, the Board shall consist of not less than three and no more than such number of Directors to be determined by resolution of Shareholders. The number of Directors has been set at ten. The proposed nominees in the list that follows, in the opinion of management, are well qualified to direct the Company’s activities for the ensuing year and have confirmed their willingness to serve as Directors, if elected. The term of office of each Director elected will be until the next annual meeting of the Shareholders of the Company or until a successor is elected or appointed, unless the Director’s office is vacated earlier, in accordance with the Articles of the Company and the provisions of the Business Corporations Act (British Columbia). The Board has adopted a Majority Voting Policy stipulating that Shareholders shall be entitled to vote in favor of, or withhold from voting for, each individual director nominee at a Shareholders’ meeting. If the number of Common Shares “withheld” for any nominee exceeds the number of Common Shares voted “for” the nominee, then, notwithstanding that such Director was duly elected as a matter of corporate law, the Director shall immediately tender their written resignation to the Chair of the Board. The Corporate Governance and Nominations Committee will consider such offer of resignation and will make a recommendation to the Board concerning the acceptance or rejection of the resignation. No Director who is required to tender their resignation pursuant to this policy shall participate in the Corporate Governance and Nominations Committee’s deliberations or recommendations or in the Board’s deliberations or determination. The Board must take formal action on the Corporate Governance and Nominations Committee’s recommendation within 90 days of the date of the applicable Shareholders’ meeting and shall announce its decision promptly by press release, including the reasons for its decision. The resignation will be effective when accepted by the Board. The Board will be expected to accept the resignations tendered pursuant to this policy, absent exceptional circumstances. If the Board declines to accept a resignation tendered pursuant to this policy, it will include in the press release the reason or reasons for its decision. See “Statement of Corporate Governance Policies – Majority Voting Policy.” In the absence of a contrary instruction, the person(s) designated in the form of proxy by the Company intend to vote FOR the election of the nominees whose names are set forth below. If, prior to the Meeting, any of the listed nominees shall become unavailable to serve, the persons designated in the proxy form will have the right to use their discretion in voting for a properly qualified substitute. Management does not contemplate presenting for election any person other than these nominees but, if for any reason management does present another nominee for election, the proxy holders named in the accompanying form of proxy reserve the right to vote for such other nominee at their discretion unless the Shareholder has specified otherwise in the form of proxy.
Election of Directors
| Name, Province or State and Country of Residence | Age | Independence | Principal Occupation | Director Since | 2024 AGM Votes in Favor(12) (%) | Meets Share Ownership Guidelines(13) | | Dr. Elaine Dorward-King Utah, USA(1)(5) | 67 | Independent | Corporate Director | 2020 | 96.63 | In Progress(7) | | Dr. Diane Garrett(2)(3) Texas, USA | 65 | Independent | President and CEO of Hycroft Mining Holding Corporation | 2018 | 99.65 | Yes(8) | | Dr. Thomas Kaplan(4) New York, USA | 62 | Non- Independent | Chairman and Chief Executive Officer of The Electrum Group | 2011 | 99.01 | Yes | | Hume Kyle(2)(6) Ontario, Canada | 64 | Independent | Corporate Director | 2023 | 99.54 | In Progress(11) |
Election of Directors
Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor, by telephone at 1-866-228-8818 or 1-416-623-2514 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com. To obtain information about voting your NOVAGOLD Common Shares, please visit www.NOVAGOLDAGM.com.
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| Name, Province or State and Country of Residence | Age | Independence | Principal Occupation | Director Since | 2024 AGM Votes in Favor(12) (%) | Meets Share Ownership Guidelines(13) | | Gregory Lang(3)(5) Texas, USA | 70 | Non- Independent | President and Chief Executive Officer of NOVAGOLD RESOURCES INC. | 2012 | 99.15 | Yes(9) | | Kalidas Madhavpeddi(1)(5) Arizona, USA | 69 | Independent | President of Azteca Consulting LLC | 2007 | 97.44 | Yes | | Kevin McArthur(2)(3) Nevada, USA | 70 | Independent | Corporate Director | 2022 | 98.72 | In Progress(10) | | Daniel Muñiz Quintanilla(1)(3) Madrid, Spain | 51 | Independent | Founding Partner, Axkan Capital Partners S.L. | 2023 | 95.99 | In Progress(11) | | Ethan Schutt(5)(6) Alaska, USA | 51 | Independent | Executive Vice President and General Counsel of Bristol Bay Native Corporation | 2019 | 99.34 | Yes | | Dawn Whittaker(2)(6) Ontario, Canada | 64 | Independent | Corporate Director | 2023 | 99.43 | In Progress(11) |
Election of Directors
| (1) Member of the Compensation Committee. |
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| (2) Member of the Corporate Governance and Nominations Committee. |
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| (3) Member of the Engineering and Technical Committee. |
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| (4) Chairman of the Board. |
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| (5) Member of the Sustainability Committee. |
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| (6) Member of the Audit Committee. |
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| (7) Dr. Dorward-King was elected to the Board in May 2020 and has until May 2025 to meet the Share Ownership Guidelines. |
Election of Directors
| (8) Dr. Garrett exceeded the Share Ownership Guidelines as of November 30, 2020, and since her share ownership has not decreased (and has, in fact, increased) from that date, she is deemed to meet the Company’s Share Ownership Guidelines for Directors. |
Election of Directors
| (9) Mr. Lang has met his share ownership requirements as President and Chief Executive Officer as of November 30, 2024. See “Executive Share Ownership” beginning on page 56 for details on share ownership guidelines for Executive Officers. |
Election of Directors
| (10) Mr. McArthur was elected to the Board in May 2022 and has until May 2027 to meet the Share Ownership Guidelines. |
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| (11) Mr. Kyle, Mr. Muñiz, and Ms. Whittaker were elected to the Board in May 2023 and have until May 2028 to meet the Share Ownership Guidelines. |
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| (12) See NOVAGOLD’s news release and Report of Voting Results filed on SEDAR+ May 21, 2024. |
Election of Directors
| (13) Based on share ownership as of November 30, 2024. The Board adopted a policy requiring each Director to maintain a minimum holding of Common Shares and/or DSUs equal to $128,400. See “Directors’ Share Ownership” beginning on page 74 for details on the number of securities beneficially owned, or controlled or directed, directly or indirectly, by each proposed Director. |
Election of Directors
Mr. Kyle, a nominee for Director of the Company, served as a non-executive director of Stornoway Diamond Corporation (“Stornoway”) until November 1, 2019. Stornoway filed for protection under the Canadian Companies’ Creditors Arrangement Act (the “CCAA”) on September 9, 2019. The CCAA process was concluded by order of the Superior Court of Quebec in November 2019 and Stornoway’s operating subsidiary emerged from such process, continuing its operations on a going concern basis after the successful implementation of Stornoway’s restructuring transactions. In November 2019, Stornoway made a voluntary assignment into bankruptcy pursuant to the Canadian Bankruptcy and Insolvency Act. Mr. Muñiz, a nominee for Director of the Company, serves as a non-executive director of Gatos Silver, Inc. (“Gatos”). On March 18, 2022, Gatos announced a delay in the filing of its annual report on Form 10-K for the year ended December 31, 2021, and the CEO and CFO certificates relating to the annual filings beyond the prescribed deadline. On May 13, 2022, August 5, 2022 and November 11, 2022, Gatos announced a delay in the filing of its interim financial filings on Form 10-Q and the CEO and CFO certificates relating to the quarterly filings beyond the prescribed deadlines, for the quarterly periods ended March 31, 2022, June 30, 2022, and September 30, 2022, respectively. Gatos applied to the applicable Canadian securities regulatory authorities for a management cease trade order which was Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor, by telephone at 1-866-228-8818 or 1-416-623-2514 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com. To obtain information about voting your NOVAGOLD Common Shares, please visit www.NOVAGOLDAGM.com.
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granted on April 1, 2022, and subsequently further management cease trade orders were granted on April 12, 2022 and July 7, 2022. All the filing defaults were remedied and all of the foregoing management cease trade orders were allowed to lapse/expire as of June 29, 2023. Dr. Dorward-King, a nominee for Director of the Company, serves as a non-executive director of Nevada Copper Corp. (“Nevada Copper”). Nevada Copper and five affiliated companies filed a voluntary petition for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Nevada on June 10, 2024. On August 20, 2024, the British Columbia Securities Commission issued a cease trade order against Nevada Copper for failure to file interim financial statements for the period ended June 30, 2024, which has not been remedied to date. Nevada Copper’s common shares and warrants were delisted from the Toronto Stock Exchange as of the close of business on August 21, 2024. Refer to the Section titled “Information Concerning the Board of Directors, Director Nominees, and Executive Officers” beginning on page 12 of this Circular for further information regarding the above Directors and Director nominees.
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS The following table sets forth certain information with respect to our Directors, Director nominees and executive officers. The term for each Director expires at the next annual meeting of Shareholders or at such time as a qualified successor is appointed, upon ceasing to meet the qualifications for election as a director, upon death, upon removal by the Shareholders or upon delivery or submission to the Company of the Director’s written resignation, unless the resignation specifies a later time of resignation. Each executive officer shall hold office until the earliest of the date the officer’s resignation becomes effective, the date a successor is appointed or the officer ceases to be qualified for that office, or the date the officer is terminated by the Board of Directors of the Company. The name, location of residence, age, and office held by each Director, Director nominee and executive officer, current as of March 6, 2025, has been furnished by each of them and is presented in the following table. Unless otherwise indicated, the address of each current Director, and executive officer in the table set forth on the following page is care of NOVAGOLD, 201 South Main Street, Suite 400, Salt Lake City, Utah 84111, United States.
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| | | | | | | Committee Memberships | | | | | | Name and Municipality of Residence | | Age | In Position Since | Position Held | Independent | AC | CC | SUS | CGN | E&T | | | Dr. Elaine Dorward-King Utah, USA | 67 | 2020 | Lead Director | ⚫ | | ⚫ | ⚫ C | | | | | Dr. Diane Garrett Texas, USA | 65 | 2017 | Director | ⚫ | | | | ⚫ | ⚫ | | | Dr. Thomas Kaplan New York, USA | 62 | 2011 | Board Chair | | | | | | | | | Hume Kyle Ontario, Canada | 64 | 2023 | Director | ⚫ | ⚫ C | | | ⚫ | | | | Gregory Lang Texas, USA | 70 | 2012 | Director, President and CEO | | | | ⚫ | | ⚫ | | | Kalidas Madhavpeddi Arizona, USA | 69 | 2007 | Director | ⚫ | | ⚫ C | ⚫ | | | | | Kevin McArthur Nevada, USA | 70 | 2022 | Director | ⚫ | | | | ⚫ | ⚫ C | | | Daniel Muñiz Quintanilla Madrid, Spain | 51 | 2023 | Director | ⚫ | | ⚫ | | | ⚫ | | | Ethan Schutt Alaska, USA | 51 | 2019 | Director | ⚫ | ⚫ | | ⚫ | | | | | Dawn Whittaker Ontario, Canada | 64 | 2023 | Director | ⚫ | ⚫ | | | ⚫ C | | | | David Ottewell Arizona, USA | 64 | 2012- 2024 | Vice President and CFO | n/a | n/a | n/a | n/a | n/a | n/a | | | Peter Adamek Utah, USA | 49 | 2024 | Vice President and CFO | n/a | n/a | n/a | n/a | n/a | n/a | | | Richard Williams Texas, USA | 64 | 2024 | Vice President and COO | n/a | n/a | n/a | n/a | n/a | n/a |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| C | Committee Chair | SUS | Sustainability Committee | | AC | Audit Committee | CGN | Corporate Governance and Nominations Committee | | CC | Compensation Committee | E&T | Engineering and Technical Committee |
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
The Securities Held listed below for each Director nominee and NEO are as of November 30, 2024. Determination of whether each person meets the share ownership guidelines is determined by calculating the number of Common Shares and DSUs, if applicable, owned by each person, multiplied by the closing price of the Common Shares on November 30, 2024 on the NYSE American.
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Independent Director Since 2020 | Elaine Dorward-King, Ph.D. Dr. Elaine Dorward-King has spent the majority of her career in mining, most recently serving as a non-executive director of four listed mining companies. From March 2013 until June 2019, she served as Newmont Mining Corporation’s (“Newmont”) Executive Vice President of Sustainability and External Relations, and from June 2019 until January 2020 she served as Newmont’s Executive Vice President of Environmental, Social and Governance Strategy. Prior to joining Newmont, Dr. Dorward-King spent 20 years with Rio Tinto, one of the world’s largest diversified producers of metals and minerals, in general management and Environmental Health and Safety leadership roles. Dr. Dorward-King has over 30 years of leadership experience in creating and implementing sustainable development, safety, health and environmental strategy, and programs in mining, chemical, and engineering consulting sectors. Currently Dr. Dorward-King serves on the board of directors of Kenmare Resources plc, Nevada Copper, and Sibanye-Stillwater. Dr. Dorward-King holds a Bachelor’s Degree from Maryville College and received a PhD in Analytical Chemistry from Colorado State University. Dr. Dorward-King was inducted into the National Academy of Engineering in September 2024. The Board has determined that Dr. Dorward-King should serve as a Director so the Company can benefit from her experience as an industry leader in the development and implementation of environmental health, safety and sustainability strategies, community relations, governmental affairs, external relations and her experience as a senior mining executive. Dr. Dorward-King’s principal occupation for the last five years has been serving as a non-executive director (December 2019 – present) and Executive Vice President, Sustainability and External Relations at Newmont (2013 – January 2020). She served as a non-executive director of Bond Resources Inc. from January 2020 until April 2021, and as a non-executive director of Great Lakes Dredge and Dock Company from January 2020 until August 2023. Areas of expertise include: health, safety and sustainability, community relations, risk management, and corporate leadership. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 100% | Securities Held for Purposes of Share Ownership Guidelines | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | Value of Securities Held as of 11/30/2024 $ | Total $ | % Met | | Board | 6/6 | Nil | 21,035 | $76,988 | $128,400 | 60%(1) | | Compensation | 5/5 | | | | | | | Sustainability (Chair) | 4/4 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| (1) Dr. Dorward-King was first elected to the Board in May 2020 and has until May 2025 to meet the Share Ownership Guidelines. |
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Independent Director Since 2018 | Diane Garrett, Ph.D. Dr. Garrett, a Director of the Company, is the President and CEO of Hycroft Mining Holding Corporation (“Hycroft”), owner operator of the gold-silver Hycroft Mine in Northern Nevada. She has more than 20 years of senior management and financial expertise in natural resources. Prior to joining Hycroft, Dr. Garrett was the President and CEO of Nickel Creek Platinum Corp. (“NCP”). Before that, Dr. Garrett held the position of President and CEO of Romarco Minerals Inc. (“Romarco”), taking the multi-million-ounce Haile Gold Mine project from discovery to construction. Prior to that, she held numerous senior positions in public mining companies including VP of Corporate Development at Dayton Mining Corporation and VP of Corporate Development at Beartooth Platinum Corporation. Early in her career, Dr. Garrett was the Senior Mining Analyst and Portfolio Manager in the precious metals sector with US Global Investors. Dr. Garrett received her Ph.D. in Engineering and her Masters in Mineral Economics from the University of Texas at Austin. Dr. Garrett is a member of the Society of Mining Engineers. The Board has determined that Dr. Garrett should serve as a Director due to her significant experience in: permitting, developing, and constructing gold mines, moving a precious-metals mining company from the development stage to the successful producer stage, as a senior executive in mining companies, and her technical expertise. Dr. Garrett currently serves as the President and CEO of Hycroft and has held that position since September 2020. She also currently serves as a director of Hycroft. From 2012 to 2018 Dr. Garrett served as a director of TriStar Gold. From June 2016 until September 2020, Dr. Garrett served as a director and as President and CEO of NCP. Dr. Garrett served as the President, CEO and as a director of Romarco from November 2002 until October 2015. Romarco was acquired by OceanaGold in 2015, at which time Dr. Garrett became a director and consultant to OceanaGold before joining NCP in June 2016. Dr. Garrett also served as Chair of the board of directors of Revival Gold from January 2018 until December 31, 2019. Areas of expertise include: engineering, mining, finance and corporate leadership. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 100% | Securities Held for Purposes of Share Ownership Guidelines | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | Value of Securities Held as of 11/30/2024 $ | Total $ | % Met | | Board | 6/6 | 7,100 | 24,119 | $114,262 | $128,400 | 100%(2) | | Engineering & Technical | 4/4 | | | | | | | Governance & Nominations | 4/4 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| (2) Dr. Garrett exceeded the Share Ownership Guidelines as of November 30, 2020, and since her share ownership has not decreased (and has, in fact, increased) since that date, she is deemed to meet the Company’s Share Ownership Guidelines for Directors. |
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Non-Independent Director Since 2011 | Thomas Kaplan, Ph.D. Dr. Kaplan is Chairman of the Board of the Company and is also Chairman, Chief Investment Officer and Chief Executive Officer of The Electrum Group, a privately held global natural resources investment management company which manages the portfolio of Electrum. Electrum and its affiliates are collectively the largest Shareholder of the Company. Dr. Kaplan is an entrepreneur and investor with a track record of both creating and unlocking shareholder value in public and private companies. Dr. Kaplan served as Chairman of Leor Exploration & Production LLC, a natural gas exploration and development company founded by Dr. Kaplan in 2003. In 2007, Leor’s natural gas assets were sold to EnCana Oil & Gas USA Inc., a subsidiary of Encana Corporation, for $2.55 billion. Dr. Kaplan holds bachelors, masters, and doctoral degrees in History from Oxford University. The Board has determined that Dr. Kaplan should serve as the Director and Chairman to gain from his experience as a developer of and investor in mining companies as well as oil and gas companies, and because of his significant beneficial ownership in the Company. Dr. Kaplan’s principal occupation is Chairman and Chief Executive Officer of The Electrum Group. From March 2011 to January 2018, Dr. Kaplan served as the Chairman and Chief Investment Officer of The Electrum Group. In January 2018, Dr. Kaplan became the Chairman, Chief Investment Officer and Chief Executive Officer of The Electrum Group. Dr. Kaplan served as Chair of the Board of Sunshine Silver Mines Corporation (now known as Gatos Silver, Inc., which was acquired by First Majestic Silver Corp. in January 2025), a privately held company, from January 2020 through October 2020. Areas of expertise include: finance, mergers and acquisitions, and the mining industry. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 100% | Securities Held for Purposes of Share Ownership Guidelines | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | Value of Securities Held as of 11/30/2024 $ | Total $ | % Met | | Board (Chair) | 6/6 | 11,710(3) | 104,748 | $426,236 | 128,400 | 332% |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| (3) See description of Electrum’s holdings and Dr. Kaplan’s relationship with Electrum under “Voting Shares and Principal Holders Thereof.” |
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Independent Director Since 2023 | Hume Kyle, CPA, CA, CFA Mr. Kyle is a CPA, CA, CFA, with over 40 years of private sector and public accounting experience, including over 25 years working with mining, energy and other natural resources companies in senior management and board roles. Mr. Kyle served as Executive Vice President and Chief Financial Officer of Dundee Precious Metals Inc., a multi-national gold mining company, from 2011 until his retirement on December 31, 2022. Prior to that Mr. Kyle was Vice President, Treasurer and Controller of TransAlta Corporation, a multi-national power generation and wholesale marketing company, from 2009 to 2011, and Vice President, Finance and Chief Financial Officer of Fort Chicago Energy Partners L.P., a pipeline, natural gas liquids processing, and power company, from 2003 to 2009. Mr. Kyle also held increasingly senior finance and accounting roles at Nexfor Inc., Noranda Inc., Deloitte & Touche, and Price Waterhouse & Co. Additionally, Mr. Kyle joined the board of Plum Acquisition Corp. III in January 2025 and previously served on the boards of Stornoway Diamond Corporation (2014 to 2019), Alliance Pipeline (2004 to 2009), Aux Sable (2004 to 2009), and the Canadian Association of Income Funds (2005 to 2009), serving on several committees, including the Audit Committee, as Chair. Mr. Kyle holds a Bachelor of Arts degree in Economics and Accounting from the University of Western Ontario, a Graduate Diploma in Public Accounting from McGill University, a CA designation from the Canadian Institute of Chartered Accountants, a CFA designation from the Institute of Chartered Financial Analysts, and an ICD.D designation from the Institute of Corporate Directors. The Board has determined that Mr. Kyle should serve as a Director to benefit from his extensive senior executive and board experience working with large, publicly-traded, capital intensive, multi-national companies operating in the mining, energy and natural resource sectors, as well as his expertise in a broad range of areas, including finance, audit, international accounting and financial reporting, corporate strategy, business planning and performance management, taxation, risk management, mergers and acquisitions, and corporate communications, leadership and governance. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 100% | Securities Held for Purposes of Share Ownership Guidelines | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | Value of Securities Held as of 11/30/2024 $ | Total $ | % Met | | Board | 6/6 | Nil | 7,575 | $27,725 | 128,400 | 22%(4) | | Audit | 4/4 | | | | | | | Governance & Nominations | 4/4 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| (4) Mr. Kyle was first elected to the Board in May 2023 and has until May 2028 to meet the Share Ownership Guidelines. |
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Non-Independent Director Since 2012 | Gregory Lang Mr. Lang is President and Chief Executive Officer of the Company. Mr. Lang has over 35 years of diverse experience in mine operations, project development and evaluation, including time as President of Barrick Gold North America, a wholly-owned subsidiary of Barrick Gold Corporation (“Barrick”). Mr. Lang held progressively responsible operating and project development positions over his 10-year tenure with Barrick and, prior to that, with Homestake Mining Company and International Corona Corporation, both of which are now part of Barrick. He holds a Bachelor of Science in Mining Engineering from the University of Missouri-Rolla and is a graduate of the Stanford University Executive Program. The Board has determined that Mr. Lang should continue to serve as a Director to gain his insight as an experienced mine engineer, as well as his expertise in permitting, developing and operating large-scale assets, and as a successful senior executive of other large gold-mining companies. Mr. Lang served as the President of Barrick Gold North America until December 2011 and has served as the Company’s President and Chief Executive Officer since January 2012. During the most recent five years, Mr. Lang has served, and continues to serve, as a director of Trilogy Metals Inc. Areas of expertise include: mining operations, mine development and evaluation, mine permitting, corporate leadership, and the mining industry. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 100% | Securities Held for Purposes of Share Ownership Guidelines | | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | PSUs # | Value of Common Shares Held as of 11/30/2024 $ | Total $ | % Met | | Board | 6/6 | 1,942,723 | Nil | 860,400 | $7,110,366 | $4,298,000 | 165%(5) | | Engineering & Technical | 4/4 | | | | | | | | Sustainability | 4/4 | | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| (5) Mr. Lang has exceeded his share ownership requirement as President and Chief Executive Officer as of November 30, 2024 based upon an amount equal to five times his annual salary as of November 30, 2024. See “Executive Share Ownership” for details on the share ownership guidelines applicable to Mr. Lang. PSUs are not included in determining whether an NEO meets the Share Ownership Guidelines. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| | INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Independent Director Since 2007 | Kalidas Madhavpeddi Mr. Madhavpeddi, a Director of the Company, has 40 years of international experience in corporate strategy, mergers and acquisitions, government relations, marketing, mining engineering and capital. He is currently the President of Azteca Consulting LLC, an advisory firm to the metals and mining sector, a position he has held since 2006. From 2010 to 2018 he was CEO of China Molybdenum International, the overseas arm of a HK listed global producer of copper, gold, cobalt, phosphates, niobium and molybdenum. His extensive career in the mining industry includes over 25 years at Phelps Dodge Corporation (now Freeport-McMoRan), as Senior Vice President and contemporaneously the President of Phelps Dodge Wire & Cable. Mr. Madhavpeddi is an alumnus of the Indian Institute of Technology, Madras, India; the University of Iowa and the Harvard Business School. The Board has determined that Mr. Madhavpeddi should serve as a Director to benefit from his long-term experience in the mining industry working as an executive in global corporate development, exploration, mergers and acquisitions, joint ventures and finance. Mr. Madhavpeddi currently serves as a director of Dundee Precious Metals (since February 1, 2021) and the Chair of Glencore plc (since February 4, 2020). Mr. Madhavpeddi previously served as the CEO of China Molybdenum International from September 2008 until April 2018, as Chairman of the Board of Namibia Rare Earths from 2010 until 2016, as a director of Capstone Mining from 2012 until April 2019 and as a director of Trilogy Metals Inc. from 2012 to 2023. Areas of expertise include: corporate strategy, mergers and acquisitions, mining operations, exploration and capital, marketing and sales, corporate leadership and human resources/compensation. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 100% | Securities Held for Purposes of Share Ownership Guidelines | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | Value of Securities Held as of 11/30/2024 $ | Total $ | % Met | | Board | 6/6 | 135,556 | 56,022 | $701,175 | $128,400 | 546% | | Compensation (Chair) | 6/6 | | | | | | | Sustainability | 4/4 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
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| INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Independent Director Since 2022 | Kevin McArthur Mr. McArthur has over 40 years of experience focused on mining operations, corporate development and executive management. He currently serves as a non-executive director of Royal Gold, Inc. and First Quantum Minerals Ltd. Mr. McArthur recently served as non-executive Chair of Boart Longyear Limited from 2019 to 2021, non-executive director of Pan American Silver Corporation from 2019 to 2020, Chief Executive Officer of Tahoe Resources Inc. from 2009 to 2015 and as Executive Chair from 2015 to 2019. His prior experience includes serving as CEO of Goldcorp Inc. from 2006 to 2008 and CEO of Glamis Gold Ltd. from 1999 to 2006. His earlier career focused on mine operations and project development with Glamis Gold, BP Minerals and Homestake Mining Company. Mr. McArthur obtained a degree in Mining Engineering from the University of Nevada in 1979. The Board has determined that Mr. McArthur should serve as a Director to gain from his experience with the design, construction and start up of some of the largest and most innovative projects in the mining industry, his corporate development experience, and his experience as a senior mining executive. Areas of expertise include: mine development and operations, corporate leadership, business development, corporate governance, human resources and compensation. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 93% | Securities Held for Purposes of Share Ownership Guidelines | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | Value of Securities Held as of 11/30/2024 $ | Total $ | % Met | | Board | 6/6 | Nil | 11,629 | $42,562 | $128,400 | 33%(6) | | Engineering & Technical | 3/4 | | | | | | | Governance & Nominations | 4/4 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| (6) Mr. McArthur was first elected to the Board in May 2022 and has until May 2027 to meet the Share Ownership Guidelines. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| | INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Independent Director Since 2023 | Daniel Muñiz Quintanilla Mr. Muñiz Quintanilla has more than 28 years of experience in international law, mergers and acquisitions, capital markets, and finance in the mining, logistics and infrastructure industries. He is currently a member of the board of directors of First Majestic Silver Corp. and Brookfield Infrastructure Partners LP. He is also a Founding Partner of Axkan Capital Partners S.L. and serves as a director of Tharsis Mining S.L., a private company focused on copper, and as a director and special advisor to the chairman of both Sinda, Ltd. and Sunshine Silver Mining & Refining Company which are privately held companies in Electrum’s portfolio. Mr. Muñiz served as the Managing Director (CEO) and Executive Vice Chair of Americas Mining, the holding company of the mining division of Grupo Mexico from 2014 to 2018, as Managing Director (CEO) of Industrial Minera Mexico, the underground mining division of Grupo Mexico from 2010 to 2014, and as Chief Financial Officer of Grupo Mexico from 2007 to 2014. Mr. Muñiz served as a director of Gatos Silver, Inc. from April 2021 until it was acquired by First Majestic Silver Corp. in January 2025, and as a director of Hudbay Minerals Inc. from July 2019 until May 2024. He holds a law degree from Universidad Iberoamericana, in Mexico City, a master’s degree in law from Georgetown University, and a master’s degree in business administration from Instituto de Empresa, in Spain. The Board has determined that Mr. Muñiz should serve as a Director to benefit from his experience as an executive and director of various mining and infrastructure firms, as well as his expertise in the areas of capital markets, mergers and acquisitions, finance, and corporate leadership. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 88% | Securities Held for Purposes of Share Ownership Guidelines | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | Value of Securities Held as of 11/30/2024 $ | Total $ | % Met | | Board | 6/6 | Nil | 10,198 | $37,325 | $128,400 | 29%(7) | | Compensation | 4/6 | | | | | | | Engineering & Technical | 4/4 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| (7) Mr. Muñiz was first elected to the Board in May 2023 and has until May 2028 to meet the Share Ownership Guidelines. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Independent Director Since 2019 | Ethan Schutt Mr. Schutt, a Director of the Company, is Executive Vice President and General Counsel for Bristol Bay Native Corporation (BBNC). BBNC is an Alaska Native Claims Settlement Act (ANCSA) corporation dedicated to the economic and social well-being of its Alaska Native shareholders with resources generated from its lands and businesses. Prior to joining BBNC in April 2021, Mr. Schutt served as the Chief of Staff, then later as the CEO, of Alaska Native Resource Development, LLC, an Alaska Native Tribal Health Consortium (ANTHC) company. Prior to joining ANTHC, Mr. Schutt first served as General Counsel, and later became the Senior Vice President of Land and Energy Development, for Cook Inlet Region Inc. (CIRI), an ANCSA corporation dedicated to the economic and social well-being of its Alaska Native shareholders with resources generated from its lands and businesses. Mr. Schutt previously served as a member of the board of Doyon Limited and served as General Counsel for Tanana Chiefs Conference. Mr. Schutt is an expert on ANCSA lands and resources and historically taught a class on the topic at the University of Alaska Anchorage. Mr. Schutt holds a Bachelor of Science degree with honors in mathematics from Washington State University and a Juris Doctor degree from Stanford Law School. The Board has determined that Mr. Schutt should serve as a Director to gain from his experience working on Alaska Native health matters, his experience as a senior resource development executive, his legal, corporate governance and external communications expertise, and his extensive knowledge of ANCSA and of Alaska. Mr. Schutt’s principal occupations for the last five years have been Executive Vice President and General Counsel of BBNC (April 2021 – present), CEO of Alaska Native Resource Development, LLC (2020-April 2021), Chief of Staff of ANTHC (2018 – 2020), and Senior Vice President, Land and Energy Development of CIRI (2008 – 2018). Mr. Schutt also serves as a Trustee, and was previously the Chairman, for the Board of Trustees of the Alaska Permanent Fund Corporation, Alaska’s state sovereign wealth fund. Areas of expertise include: resource development, health and sustainability, legal, communications, corporate leadership, corporate governance, ANCSA and doing business in Alaska. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 100% | Securities Held for Purposes of Share Ownership Guidelines | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | Value of Securities Held as of 11/30/2024 $ | Total $ | % Met | | Board | 6/6 | 23,677 | 19,463 | $157,892 | $128,400 | 123% | | Audit | 4/4 | | | | | | | Sustainability | 4/4 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
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INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| | INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Independent Director Since 2023 | Dawn Whittaker Ms. Whittaker has more than 30 years of experience as a lawyer working in capital markets, mergers and acquisitions, corporate finance and corporate governance. She currently serves as the Independent Board Chair of Triple Flag Precious Metals Corp. She previously served on the Boards of Kirkland Lake Gold (2012-2016), Detour Gold (2018-2020), and Sierra Metals Inc. (2022-2023). Ms. Whittaker is currently President of the Board of Directors of The Badminton and Racquet Club of Toronto and is a former member of the Board of Directors of the Canadian Mental Health Association, Ontario Division. Prior to her retirement in 2018, she was a senior partner at Norton Rose Fulbright, a global law firm, where she was the national leader of the firm’s Mining and Commodities Team in Canada from 2012 to 2015 and a member of the firm’s Canadian partnership Committee from 2014 to 2017. Ms. Whittaker also previously served on the Continuous Disclosure Advisory Committee of the Ontario Securities Commission. She holds a Bachelor of Arts (Honours) and a Bachelor of Laws (LL.B.) from Queen’s University. The Board has determined that Ms. Whittaker should serve as a Director to benefit from her significant experience as a lawyer and board member of various mining industry firms as well as her expertise in the areas of corporate governance, capital markets, mergers and acquisitions, and corporate finance. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| Board / Committee Membership | Overall Attendance 100% | Securities Held for Purposes of Share Ownership Guidelines | | | Share Ownership Guidelines | | | | Regular Meeting | Common Shares # | DSUs # | Value of Securities Held as of 11/30/2024 $ | Total $ | % Met | | Board | 6/6 | Nil | 10,198 | $37,325 | $128,400 | 29%(8) | | Audit | 4/4 | | | | | | | Governance & Nominations | 4/4 | | | | | |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
| (8) Ms. Whittaker was first elected to the Board in May 2023 and has until May 2028 to meet the Share Ownership Guidelines. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
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| INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS | |
COMPENSATION DISCUSSION & ANALYSIS
| • | Executives received payout of Performance Share Units (“PSUs”) granted in December 2022 to incentivize remaining with Company through at least June 2024 |
COMPENSATION DISCUSSION & ANALYSIS
| • | Discretionary payout made in December 2024 (FY 2025) of PSUs granted in 2021 at 25% of the grant amount where minimum performance criteria was not met; there was no payout of PSUs that matured in December 2023 or December 2022 as performance criteria was not met |
Compensation Committee
| • | compensation structure for the CEO and other executive officers including annual, mid-term and long-term incentive plans involving share issuances or share awards; |
Compensation Committee
| • | determination of Director compensation; and |
Compensation Committee’s Relationship with its Independent Compensation Consultant
Compensation Committee’s Relationship with its Independent Compensation Consultant The Committee has directly engaged Mercer to provide specific support to the Committee in determining compensation for the Company’s officers and Directors, including during the most recently completed fiscal year. Such analysis and advice from the Compensation Consultant includes, but is not limited to, executive compensation policy (for example, the choice of companies to include in the Peer Group (as defined below) and compensation philosophy), total compensation benchmarking for the NEOs, and incentive plan design. In addition, this support has also consisted of: (i) the provision of general market observations throughout the year with respect to market trends and compensation governance issues; (ii) the provision of benchmark market data; and (iii) attendance at Committee meetings. Decisions made by the Committee, however, are the responsibility of the Committee and may reflect factors and considerations other than the information and recommendations provided by the Compensation Consultant. In addition to this mandate, the Compensation Consultant provides general employee compensation consulting services to the Company; however, these services are limited in size and scope and are of significantly lesser value than those provided related to executive officer and Director compensation. The Committee Chair pre-approves a Statement of Work provided by the Compensation Consultant prior to the start of the annual executive officer and Director compensation reviews, or any other special project. The Statement of Work confirms the work that the Compensation Consultant is asked to complete and the associated fees. The Committee has assessed the independence of the Compensation Consultant pursuant to NYSE American Company Guide rules and SEC rules and concluded that the Compensation Consultant’s work for the Committee does not raise any conflict of interest. The Committee regularly assesses the performance of the Compensation Consultant and may, from time to time, determine that obtaining competitive proposals is appropriate.
Compensation Committee’s Relationship with its Independent Compensation Consultant
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Compensation Committee’s Relationship with its Independent Compensation Consultant
| COMPENSATION DISCUSSION & ANALYSIS | |
Compensation Committee’s Relationship with its Independent Compensation Consultant
The fees paid to the Compensation Consultant for services performed in fiscal year 2024 were C$66,832 to assist the Committee in developing the Company’s compensation policies and programs. In fiscal year 2023, Mercer was paid C$71,160 to perform similar services. The Compensation Consultant is a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (MMC). Marsh Risk & Insurance Services (“Marsh”), an MMC affiliate, provides insurance broker services to the Company. The engagement of Marsh did not require or receive approval of the Board or the Committee. During the year ended November 30, 2024, Marsh billed the Company $181,946 for insurance brokerage services. With respect to the engagement of Mercer, the Committee considered various factors that may impact the independence of Mercer, including the amounts payable to Mercer and Marsh as described above, and whether any other relationships existed between Mercer or Marsh, on the one hand, and any executive officer of the Company or any member of the Board, on the other hand, and the Committee determined that a conflict of interest did not exist.
Checklist of Compensation Practices
| • | The Company’s compensation mix is balanced among fixed components such as salary and benefits, and variable components such as an annual incentive program opportunity and long-term performance-based incentives, including PSUs and stock options. |
Checklist of Compensation Practices
| • | The annual incentive program for the executive management team, which includes each of the NEOs, is approved by the Board. Individual payments are based on a combination of quantitative and qualitative metrics, as well as discretionary factors. More information about the 2024 annual incentive program goals can be found on pages 47-53 of this Circular. |
Peer Group for 2024 Executive Compensation Planning
Peer Group for 2024 Executive Compensation Planning The Committee retained the Compensation Consultant to assist the Committee in determining appropriate levels for each of the three main components of total direct compensation for the Company’s Directors and NEOs for fiscal year 2024. The Compensation Consultant’s work encompasses a review of the Company’s executive compensation philosophies relative to a comparable group of mining companies using the publicly available filings of these peer companies. A compensation peer group of mining companies was developed using the following selection criteria:
Peer Group for 2024 Executive Compensation Planning
| • | Canadian and/or U.S. listed companies; |
Peer Group for 2024 Executive Compensation Planning
| • | market capitalization, enterprise value, and/or total assets similar to the Company; |
Peer Group for 2024 Executive Compensation Planning
| • | gold, diversified metals and mining, or precious metals/minerals industry; |
Peer Group for 2024 Executive Compensation Planning
| • | complexity of operation/business strategy relative to the Company; and |
Peer Group for 2024 Executive Compensation Planning
| • | experienced, full-time executive team. |
Peer Group for 2024 Executive Compensation Planning
The Company considers the above selection criteria to be relevant because it results in a group of companies in our industry that are similar in size by market capitalization, enterprise value and/or assets (within a range of approximately 50% to 200% that of NOVAGOLD), operating jurisdictions and/or stage of development. During August 2023, based upon considerations of the selection criteria, stage of development and operating jurisdictions, the following peer group companies were selected after reviewing the company data below as of May 31, 2023, which was current information near the time the Company’s 2024 benchmarking peer group was selected. The Company’s 2024 benchmarking peer group below (collectively, the “Peer Group”) reflects no changes from the 2023 benchmarking peer group.
Peer Group for 2024 Executive Compensation Planning
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Peer Group for 2024 Executive Compensation Planning
| COMPENSATION DISCUSSION & ANALYSIS | |
Data source: Mercer
Relative to the Peer Group, NOVAGOLD’s market capitalization was at the 61st percentile, and its asset value was at the nil percentile as of May 31, 2023, which was near the August 2023 date when the Peer Group for 2024 executive compensation planning was selected.
Peer Group for 2025 Executive Compensation Planning
Peer Group for 2025 Executive Compensation Planning The Committee followed a similar process for the selection of the peer group for 2025 executive compensation planning in the second half of fiscal year 2024. The 2025 benchmarking peer group is as follows:
Peer Group for 2025 Executive Compensation Planning
| B2Gold Corp. | Hecla Mining Company | Seabridge Gold Inc. | | Centerra Gold Inc. | IAMGOLD Corporation | SSR Mining Inc. | | Coeur Mining Inc. | MAG Silver Corporation | Torex Gold Resources Inc. | | Eldorado Gold Corporation | New Gold Inc. | | | Equinox Gold Corporation | OceanaGold Corp. | |
Peer Group for 2025 Executive Compensation Planning
The 13 peer group companies for 2025 executive compensation planning include the following changes to the 2024 Peer Group: the removal of Alamos Gold Inc. and Pan American Silver Corp. due to the significant increase in their market capitalization, and the addition of Eldorado Gold Corp. which better aligns with the other peer companies.
Peer Group for 2025 Executive Compensation Planning
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Peer Group for 2025 Executive Compensation Planning
| | COMPENSATION DISCUSSION & ANALYSIS |
Why We Pay Above Median
Why We Pay Above Median Factors which influence this policy include the size and scale of the Company’s flagship Donlin Gold project, which is in an extremely remote location and is much larger, and likely more complex, than any asset owned by our Peer Group companies. Our executive compensation program acknowledges that managing these resources requires an executive team with extensive experience and skills in advancing significant deposits into production. Additionally, the Company works with senior mining partners as it advances its complex, large-scale project and needs to attract and retain executives with specialized skills, knowledge, and experience which come from working for and with large mining companies. Such skills and knowledge include the areas of geology, engineering, logistical planning, preparation of feasibility studies, permitting, regulation, mine construction and operation, government and community affairs, compliance, marketing, finance, and accounting. As part of its 2024 executive compensation planning, the Committee also referred to the compensation paid by senior mining companies to their incumbents in positions comparable to those held by the Company’s NEOs. Although not included in the Peer Group, the Committee also referenced the compensation packages of Barrick Gold Corporation, Newmont Corporation, Agnico Eagle Mines Ltd., and Kinross Gold Corporation, as: (i) the NEOs have previously worked for at least one of those senior mining companies, ii) to measure the competitiveness of the Company’s compensation programs, and (iii) the Committee considers those companies to be competitors for the Company’s executive talent. No changes to the Company’s compensation programs were made as a result of the supplemental review of the compensation programs of these senior mining companies. Ultimately, the Peer Group companies were selected to reflect the fact that the Company’s assets are in the development stage.
Our Annual Compensation Review Process
| • | Base Salary – 62.5th percentile of the Peer Group companies (as defined in the “Peer Group” section above); |
Our Annual Compensation Review Process
| • | Total Cash Compensation (base salary & annual incentive) – 62.5th percentile of the Peer Group companies; and |
Our Annual Compensation Review Process
| • | Total Direct Compensation (base salary, annual incentive & long-term incentive compensation) – 75th percentile of the Peer Group companies. |
Executive Compensation Objectives and Elements
| • | align the interests of executive officers with the long-term interests of Shareholders through participation in the Company’s stock-based compensation plans. |
Executive Compensation Objectives and Elements
During 2024, the Company’s executive compensation package consisted of the following principal components: base salary, annual incentive cash bonus, various welfare plan benefits, 401(k) retirement account (“401(k)”), including employer matching funds for U.S. NEOs, and long-term incentives in the form of stock options and Performance Share Units (“PSUs”). The following table summarizes the different elements of the Company’s total compensation package for all employees, including the NEOs:
Advance Donlin Gold Permits and Approvals (25%)
| Threshold (~70-90% rating) | Select contractor for and initiate execution of scope of work for Alaska Dam Safety Certification Detailed Design Package | | Target (~90-110% rating) | Threshold plus: Obtain and incorporate ADNR comments on Preliminary Design Package into the Detailed Design Package Complete CIRI ROW easement Present draft post-closure management, monitoring and water treatment trust agreement to stakeholders and ADNR and incorporate feedback into final draft | | Maximum (~110-150% rating) | Target plus: Finalize post-closure management, monitoring and water treatment trust agreement Finalize mine closure area easement relocation with BLM, TKC, Calista, and the State of Alaska |
Existing Permits (25%)
| Threshold (~70-90% rating) | Support Donlin litigation team in remand process and/or appeal of the decision in the federal litigation Conduct best available control technology (BACT) analysis for second extension of air quality permit construction deadline | | Target (~90-110% rating) | Threshold plus: Receive extension of the deadline to complete construction of the pipeline from the BLM Maintain coordination with regulators regarding APDES permit, waste management permit and reclamation plan renewals Commence data collections for modeling necessary to obtain third extension of air quality permit construction deadline | | Maximum (~110-150% rating) | Obtain favorable decisions in 401 certification case from Alaska Superior Court in: i) ROW case ii) water rights case or from Alaska Supreme Court in: 401 certification case |
Compensation Elements
| • | Base Salary – 62.5th percentile of Peer Group |
Compensation Elements
| • | Annual Incentive Target – 100% of base salary |
Compensation Elements
| • | Long Term Incentive Target – 375% of base salary |
Compensation Elements
| • | Base Salary – 62.5th percentile of Peer Group |
Compensation Elements
| • | Annual Incentive Target – 80% of base salary |
Compensation Elements
| • | Long Term Incentive Target – 250% of base salary |
Base Salary
Base Salary Salaries for officers are determined by evaluating the responsibilities inherent in the position held and each individual’s experience and past performance, as well as by reference to the competitive marketplace for management talent at the Peer Group companies. The Committee refers to market information provided by the Compensation Consultant on an annual basis. The Compensation Consultant matches the executives to those individuals performing similar functions at the Peer Group companies. For the 2024 fiscal year, the Company set the 62.5th percentile of this market data as a target for base salaries. As explained in the section “Executive Compensation Philosophy” above, the Company targets base salaries above the median of salaries paid by the Peer Group companies to assist in attracting and retaining the highly experienced people that the Company needs to be successful. If a NEO is fully competent in their position, the NEO will be paid between 95% and 105% of the guidepost. ‘Guidepost’ refers to the midpoint of the applicable salary band. Developing NEOs are generally paid between 80% and 94% of the guidepost and NEOs who are highly experienced and consistently perform above expectations can be paid between 106% and 125% of the guidepost. The Company most recently updated its compensation guideposts for employees during 2023 with the assistance of Mercer. The Compensation Committee reviewed and approved the guideposts for the NEOs in November 2023.
Annual Incentive Plan
Annual Incentive Plan At the end of each fiscal year, the Committee reviews individual performance and Company performance against the goals set by the Company for such fiscal year. The assessment of whether the Company’s goals for the year have been met includes, but is not limited to, considering the quality and measured progress at the Company’s development stage project, strong safety record, protection of the Company’s treasury, corporate alliances and similar achievements.
Annual Incentive Payment for 2024
Annual Incentive Payment for 2024 Annual incentive awards for 2024 were based on performance relative to goals set at the beginning of fiscal year 2024. Performance is measured in two areas: company and individual. The ratings can range from 0% to 150%, with 100% representing achievement of the target goal and 150% representing the maximum allowable rating for exceeding the target goal.
Annual Incentive Payment for 2024
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Annual Incentive Payment for 2024
| | COMPENSATION DISCUSSION & ANALYSIS |
Annual Incentive Payment for 2024
Discussions around Company goals for the following year commence during strategy sessions that usually begin in the fall of the preceding year. The NEOs, other officers and some managers are involved in the strategy sessions. These Company goals are reviewed and approved by the Committee and Board. Individual goals flow down from the Company goals to ensure that everyone’s efforts are aligned with the goals and linked to the success of the Company. The Company also focuses on setting goals around its core values which include safety, sustainability, accountability, communication, empowerment, integrity, respect, and teamwork. The 2024 Company goals included: ADVANCE DONLIN GOLD TOWARD CONSTRUCTION DECISION:
Existing Permits (25%)
| Threshold (~70-90% rating) | No substantive adverse decisions in state or federal court related to Donlin Gold permits | | Target (~90-110% rating) | Threshold item plus: Obtain favorable decision upholding the 401 Certification in Alaska Superior Court | | Maximum (~110-150% rating) | Target items plus: APDES permit, waste management permit, and reclamation plan approval approved, and any one of the following upheld: i) water rights in Alaska Supreme Court; ii) state pipeline ROW in Alaska Supreme Court; or iii) the JROD in federal court | | Achievement Description | No adverse decisions in state court related to Donlin Gold permits to date. While the 9/30/2024 federal court decision is an adverse decision, it is important to note that the court’s ruling didn’t find that the federal agencies issued a permit when they legally shouldn’t have or entirely failed to analyze a relevant issue. Rather, the court found that an issue addressed in the EIS should have been looked at differently (i.e., while the EIS looked at a release of 2.5M cubic yards of tailings, the Court determined that a larger theoretical release should have been evaluated). Additionally, this issue can be remedied through a narrow supplemental analysis or, depending on the court’s remedy decision, can be appealed. The court ruled against plaintiffs on the two issues that would have been more challenging to resolve. In April, U.S. Senators Lisa Murkowski and Dan Sullivan, along with U.S. Representative Mary Peltola, submitted a joint amicus brief in Federal Court, referring to Donlin Gold as one of Alaska’s most important and necessary economic development projects in one of the most impoverished regions in Alaska. Since the Court’s decision on 9/30/2024, we’ve actively been coordinating outreach to the federal agencies through our counsel and the U.S. Department of Justice (DOJ) and directly to the agencies through Calista who is best positioned to deliver the right message to keep the federal agencies supportive of the project and advocate for a narrow remand without vacatur. | | Achievement Rating: | 75% |
NEO Individual Performance Ratings
The NEOs’ annual incentive payment for fiscal 2023 performance was paid in fiscal 2024. The following table describes the annual incentive payment calculation for each NEO based on performance in 2023 by applying the annual incentive calculation formula above to the columns below:
((A x B) + (C x D)) x (E x F) = G
| | A | B | C | D | E | F | G | | NEO | 2023 Company | | 2023 Individual | | Annual Incentive Target (as a % of annual base salary) | 2023 Annual Base Salary | 2023 Annual Incentive Payment | | | Weight | Performance Rating | Weight | Performance Rating | | | | | Gregory Lang | 80% | 114% | 20% | 130% | 100% | $838,600 | $982,839 | | David Ottewell | 80% | 114% | 20% | 120% | 80% | $463,900 | $427,530 | | Peter Adamek | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Richard Williams | 80% | 114% | 20% | 140% | 80% | $362,100 | $345,299 |
((A x B) + (C x D)) x (E x F) = G
The foregoing table shows the actual annual incentive payment made to each NEO for their performance in 2023 in column G. The table in the section titled “Grants of Plan-Based Awards” below displays the target and maximum annual incentive payouts available to each NEO for fiscal year 2024.
Stock-Based Incentive Plans (Long-Term Incentives)
Stock-Based Incentive Plans (Long-Term Incentives) Stock-based grants are generally awarded to officers at the commencement of their employment and periodically thereafter. Annual grants of stock options and/or PSUs are made based on a target percentage of base salary for each NEO. The purpose of granting stock options and/or PSUs is to assist the Company in compensating, attracting, retaining, and motivating directors, officers, employees, and consultants of the Company, and to closely align the personal interests of such persons to those of the Shareholders. These equity vehicles were chosen because the Company believes that these vehicles best incentivize the team to focus their efforts on increasing Shareholder value over the long-term. The Committee targeted the 75th percentile of the total direct compensation data provided by the Compensation Consultant for the NEOs. The Company uses two different plans for stock-based grants for its NEOs: the Stock Award Plan (stock options) and the PSU Plan. The percentage of stock options versus PSUs granted is determined by the Committee for each grant. The Company’s Stock Award Plan was adopted on May 11, 2004, and the PSU Plan was adopted on May 26, 2009. The Stock Award Plan is for the benefit of the officers, Directors, employees and consultants of the Company or any subsidiary company, and the PSU Plan is for the benefit of the officers, employees and consultants of the Company or any subsidiary company.
Stock-Based Incentive Plans (Long-Term Incentives)
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Stock-Based Incentive Plans (Long-Term Incentives)
| | COMPENSATION DISCUSSION & ANALYSIS |
Stock-Based Incentive Plans (Long-Term Incentives)
Stock options granted to the NEOs pursuant to the Stock Award Plan for performance in 2023 have a five-year life and vest over three years: 1/3 on the first anniversary of the grant date, 1/3 on the second anniversary of the grant date, and 1/3 on the third anniversary of the grant date. PSUs granted to the NEOs pursuant to the PSU Plan for performance in 2023 have a three-year performance period between the grant date and the maturity date when a vesting determination is made. The value of each NEO’s long-term incentive (LTI) award is calculated as follows:
Stock-Based Incentive Plans (Long-Term Incentives)
| The NEO’s annual base salary ($) | MULTIPLIED BY | LTI Target % |
Stock-Based Incentive Plans (Long-Term Incentives)
Half of the resulting LTI award value is then divided by the Black-Scholes value of the Company’s Common Shares at fiscal year-end to arrive at the number of stock options to be granted. Inputs used in the Black-Scholes valuation model include the Company’s historical stock price to determine the stock’s volatility, the expected life of the option, which is based on the average length of time similar option grants in the past have remained outstanding prior to exercise, and the vesting period of the grant. The remaining half of the LTI award value is divided by the closing price of the Company’s Common Shares on the NYSE American at fiscal year-end to determine the number of PSUs to be granted. Annual grants of stock options and PSUs are granted based on the formulas described above; however, the Compensation Committee considers existing, outstanding equity grants made to individuals if special equity grants (e.g., new hire grants, off-cycle grants) are recommended to the Board for those individuals. As of the date of this Circular, the Board of Directors has not made any grant of equity awards to the NEOs in recognition of their performance during fiscal year 2024. These annual grants are typically made each December following the close of the fiscal year on November 30. The Board of Directors anticipates making equity grants to the NEOs in recognition of their performance in 2024 during fiscal year 2025.
Discretionary Vesting of PSUs Granted in December 2021
Discretionary Vesting of PSUs Granted in December 2021 The annual PSU awards granted to employees on December 1, 2021 (the “2021 PSUs”), did not meet the performance criteria for a guaranteed minimum payout as of November 30, 2024, which was the end of the performance period. Upon the recommendation of the Compensation Committee, and after obtaining conditional approval from the Toronto Stock Exchange, the Board approved a discretionary payout of 25% of the 2021 PSUs in December 2024, totaling 102,100 Common Shares, for the following reasons:
Discretionary Vesting of PSUs Granted in December 2021
| • | it is in the best interest of the Company and its long-term employee retention strategy; |
Discretionary Vesting of PSUs Granted in December 2021
| • | the Company did not pay out PSUs in 2023 or 2022 as the performance criteria was not met and the PSU grants were forfeited; |
Discretionary Vesting of PSUs Granted in December 2021
| • | certain factors outside the Company’s control have impacted the ability of the Company to meet the performance criteria; |
Discretionary Vesting of PSUs Granted in December 2021
| • | the Board and management believe that every employee should be an owner of the Company because ownership is fundamental to aligning the interests of management and employees with those of shareholders. As a result, share-based compensation is an important component of the Company’s compensation program and the Company’s employees should not be disadvantaged by factors outside their control; and |
Discretionary Vesting of PSUs Granted in December 2021
| • | consistent with the at-risk performance-based pay philosophy, long-term incentive compensation comprises a significant portion of the total compensation payable by the Company. |
Discretionary Vesting of PSUs Granted in December 2021
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Discretionary Vesting of PSUs Granted in December 2021
| COMPENSATION DISCUSSION & ANALYSIS | |
Summary Compensation Table
Summary Compensation Table The summary compensation table below sets out NEO compensation, including annual salary earned, incentive awards granted, and all other compensation earned, during the fiscal years ended November 30, 2024, 2023 and 2022, as applicable. Additional information on the components of the total compensation package, including a discussion of the proportion of each element to total compensation, is discussed above under “Compensation Discussion & Analysis”.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary $ | Stock Awards(1) $ | Option Awards(2) $ | Non-Equity Incentive Plan Compensation(3) $ | All Other Compensation(4) $ | Total Compensation $ | | Gregory Lang, President and CEO | 2024 | 857,850 | 1,549,490 | 1,572,298 | 991,978 | 56,284 | 5,027,900 | | | 2023 | 835,908 | 1,763,378 | 1,511,824 | 982,839 | 54,899 | 5,148,848 | | | 2022 | 806,300 | 1,528,705 | 1,511,773 | 940,146 | 52,872 | 4,839,796 | | David Ottewell, Vice President and CFO(5) | 2024 | 289,938 | 571,540 | 579,852 | 267,206 | 11,481 | 1,720,017 | | | 2023 | 462,417 | 758,261 | 557,540 | 427,530 | 29,110 | 2,234,857 | | | 2022 | 445,017 | 547,331 | 541,407 | 413,981 | 27,346 | 1,975,082 | | Peter Adamek, Vice President and CFO(6) | 2024 | 183,333 | Nil | Nil | 336,920 | 163,220 | 683,473 | | Richard Williams, Vice President and COO(7) | 2024 | 428,467 | 446,141 | 452,634 | 583,082 | 29,122 | 1,939,446 |
Summary Compensation Table
| (1) 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 13 to the Company’s consolidated financial statements for the applicable fiscal year. |
Summary Compensation Table
| (2) Amounts are based on the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 13 to the Company’s consolidated financial statements for the applicable fiscal year. Option-based awards granted during the years ended November 30, 2022, 2023 and 2024 include vested and unvested amounts. |
Summary Compensation Table
| (3) Except for a one-time cash retention award of $175,000 paid to Mr. Williams in July 2024, which retention award was granted to him on December 15, 2022, the incentive payments were made subsequent to fiscal year-end. |
Summary Compensation Table
| (4) Amounts in fiscal year 2024 include: |
Summary Compensation Table
| • | For Mr. Lang, $17,188 in 401(k) Company matching contributions, $21,446 in ESPP Company matching contributions, $800 in Company-paid life insurance premiums, $15,000 for auto allowance and $1,850 for a Company-paid executive physical. |
Summary Compensation Table
| • | For Mr. Ottewell, $10,719 in 401(k) Company matching contributions and $762 in Company-paid life insurance premiums. |
Summary Compensation Table
| • | For Mr. Adamek, $8,249 in 401(k) Company matching contributions, $4,583 in ESPP Company matching contributions, $410 in Company-paid life insurance premiums, and $149,978 in moving expenses. |
Summary Compensation Table
| • | For Mr. Williams, $17,188 in 401(k) Company matching contributions, $10,712 in ESPP Company matching contributions, and $1,222 in Company-paid life insurance premiums. |
Summary Compensation Table
| (5) Mr. Ottewell retired from the Company on July 15, 2024. |
Summary Compensation Table
| (6) Mr. Adamek was hired on June 18, 2024, and was appointed Vice President and CFO upon Mr. Ottewell’s retirement on July 15, 2024. |
Summary Compensation Table
| (7) Mr. Williams was promoted to Vice President and COO in 2024, at which time he became a NEO. |
Summary Compensation Table
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Summary Compensation Table
| | TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION |
Grants of Plan-Based Awards in Fiscal 2024
Grants of Plan-Based Awards in Fiscal 2024 The following table provides information related to plan-based awards granted to our NEOs during fiscal year 2024 based on performance in fiscal 2023.
Grants of Plan-Based Awards in Fiscal 2024
| | | Grants of Plan-Based Awards | | | | | | | | | NEO | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Shares of Stock or Units # | All Other Option Awards: Number of Securities Underlying Options(3) # | Exercise or Base Price of Option Awards $/Sh | Grant Date Fair Value of Stock and Option Awards(4) $ | | | | Target $ | Maximum $ | Target # | Maximum # | | | | | | Gregory Lang | 01-Dec-2023 | | | 374,400 | 561,600 | — | 863,900 | 4.20 | 3,121,788 | | | | 859,600 | 1,289,400 | | | — | — | — | — | | David Ottewell | 01-Dec-2023 | | | 138,100 | 207,150 | — | 318,600 | 4.20 | 1,151,392 | | | | 371,120 | 556,680 | | | — | — | — | — | | Peter Adamek | 01-Dec-2023 | | | n/a | n/a | | n/a | n/a | n/a | | | | 320,000 | 480,000 | | | | | | | | Richard Williams | 01-Dec-2023 | | | 107,800 | 161,700 | | 248,700 | 4.20 | 898,775 | | | | 347,600 | 521,400 | | | | | | |
Grants of Plan-Based Awards in Fiscal 2024
| (1) Annual Incentive Plan estimated payments based upon performance targets for fiscal year 2024. The Annual Incentive Plan does not provide a threshold or minimum payout. |
Grants of Plan-Based Awards in Fiscal 2024
| (2) The performance criteria for Performance Share Unit Awards granted December 1, 2023 will be measured and paid out in December 2026, depending upon the level of achievement during the performance period. The PSU Plan does not provide a threshold or minimum payout. |
Grants of Plan-Based Awards in Fiscal 2024
| (3) Grants under the Stock Award Plan. |
Grants of Plan-Based Awards in Fiscal 2024
| (4) Amounts are based upon the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 13 to the Company’s consolidated financial statements for the fiscal year ended November 30, 2024. |
Grants of Plan-Based Awards in Fiscal 2024
No stock option awards were re-priced during fiscal year 2024.
Grants of Plan-Based Awards in Fiscal 2024
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Grants of Plan-Based Awards in Fiscal 2024
| TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION | |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets out information concerning all option-based and share-based awards outstanding for each NEO as of November 30, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Option-Based Awards(1) | | | | | Share-Based Awards | | | NEO | Number of Securities Underlying Unexercised Options # Exercisable | Number of Securities Underlying Unexercised Options # Unexercisable | Option Exercise Price | Option Expiration Date | Value of Unexercised in-the-money Options(2) $ | Number of Unearned Shares, Units or Other Rights that have not Vested # | Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested(3) $ | | Gregory Lang | 546,000 | — | $6.96 | 30-Nov-2024(4) | — | | | | | 398,800 | — | $9.96 | 30-Nov-2025 | — | | | | | 401,534 | 200,766 | $6.75 | 30-Nov-2026 | — | | | | | 206,534 | 413,066 | $5.77 | 30-Nov-2027 | — | | | | | — | 863,900 | $4.20 | 30-Nov-2028 | — | | | | | | | | | | 224,000 | 819,840(5) | | | | | | | | 262,000 | 958,920(6) | | | | | | | | 374,400 | 1,368,840(7) | | David Ottewell | 194,000 | — | $6.96 | 15-Jan-2025 | — | | | | | 141,700 | — | $9.96 | 15-Jan-2025 | — | | | | | 143,800 | — | $6.75 | 15-Jan-2025 | — | | | | | 76,167 | — | $5.77 | 15-Jan-2025 | — | | | | Peter Adamek | — | — | | | | — | — | | Richard Williams | 120,000 | — | $6.96 | 30-Nov-2024(4) | — | | | | | 87,700 | — | $9.96 | 30-Nov-2025 | — | | | | | 88,067 | 44,033 | $6.75 | 30-Nov-2026 | — | | | | | 47,567 | 95,133 | $5.77 | 30-Nov-2027 | — | | | | | — | 248,700 | $4.20 | 30-Nov-2028 | — | | | | | | | | | | 49,100 | 179,706(5) | | | | | | | | 60,300 | 220,698(6) | | | | | | | | 107,800 | 394,548(7) |
Outstanding Equity Awards at Fiscal Year-End
| (1) The option-based awards listed in this table vest as follows: 1/3 on the first anniversary of the Grant Date, 1/3 on the second anniversary of the Grant Date, and 1/3 on the third anniversary of the Grant Date. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Based on the price of the Company’s Common Shares on the NYSE American as of November 30, 2024 of $3.66 less the option exercise price, as applicable. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Based on the price of the Company’s Common Shares on the NYSE American as of November 30, 2024 of $3.66. The Payout Value assumes that these PSUs are paid out at 100% of the grant amount. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The original expiration date is extended pursuant to the terms of the Stock Award Plan. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The performance period for these PSUs ended on November 30, 2024. Subsequent to November 30, 2024, it was determined that these PSUs did not meet the performance criteria; however, the Board approved a discretionary payout of 25% of the grant amounts and the PSUs were paid out in Common Shares of the Company on December 4, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The performance period for these PSUs is scheduled to end on November 30, 2025. The payout, if any, is scheduled to be made on or shortly after December 1, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (7) The performance period for these PSUs is scheduled to end on November 30, 2026. The payout, if any, is scheduled to be made on or shortly after December 1, 2026. |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| | TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION |
Option Exercises and Stock Vested in Fiscal 2024
Option Exercises and Stock Vested in Fiscal 2024 The following table provides information regarding stock that vested from PSU grants during fiscal 2024 and stock options that were exercised by the Company’s NEOs during fiscal 2024. Stock award value is calculated by multiplying the number of vested PSUs by the market value of the underlying shares on the vesting date.
Option Exercises and Stock Vested in Fiscal 2024
| | Option Awards | | Stock Awards | | | NEO | Number of Shares Acquired on Exercise # | Value Realized on Exercise $ | Number of Shares Acquired on Vesting(1) # | Value Realized on Vesting $ | | Gregory Lang | — | — | 44,300 | 153,278 | | David Ottewell | — | — | 35,500 | 122,830 | | Peter Adamek | — | — | — | — | | Richard Williams | — | — | 31,000 | 107,260 |
Option Exercises and Stock Vested in Fiscal 2024
| (1) PSU grants made on December 15, 2022 matured on June 30, 2024 and were paid out in Common Shares of the Company on July 1, 2024. |
CEO Pay Ratio – 10.35 to 1
CEO Pay Ratio – 10.35 to 1 We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. The Compensation Committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2024 to that of all other Company employees for the same period. The calculation of annual total compensation of all employees was determined in the same manner as the “Total Compensation” shown for our CEO in the “Summary Compensation Table” on page 58 of this Circular. Pay elements that were included in the annual total compensation for each employee are:
CEO Pay Ratio – 10.35 to 1
| • | salary received in fiscal year 2024 |
CEO Pay Ratio – 10.35 to 1
| • | annual incentive payment received for performance in fiscal year 2024 |
CEO Pay Ratio – 10.35 to 1
| • | signing bonuses or cash retention bonuses received in fiscal year 2024 |
CEO Pay Ratio – 10.35 to 1
| • | perquisites received in fiscal year 2024 (e.g., moving expense reimbursement) |
CEO Pay Ratio – 10.35 to 1
| • | grant date fair value of stock option and PSU awards granted in fiscal year 2024 |
CEO Pay Ratio – 10.35 to 1
| • | Company-paid 401(k) Plan or RRSP match made during fiscal year 2024 |
CEO Pay Ratio – 10.35 to 1
| • | Company-paid ESPP match made during fiscal year 2024 |
CEO Pay Ratio – 10.35 to 1
| • | Company-paid life insurance premiums during fiscal year 2024 |
CEO Pay Ratio – 10.35 to 1
| • | auto allowance paid in fiscal year 2024 |
CEO Pay Ratio – 10.35 to 1
| • | reimbursement for Company-paid executive physical during fiscal year 2024 |
CEO Pay Ratio – 10.35 to 1
Our calculation includes all employees as of November 30, 2024. We applied a Canadian to U.S. dollar exchange rate to the compensation elements paid in Canadian currency. We determined the compensation of our median employee by: (i) calculating the annual total compensation as described above for each of our fourteen employees, (ii) ranking the annual total compensation of all thirteen employees other than the CEO from lowest to highest, and (iii) identifying the employee ranked seventh on the list as the median employee (the “Median Employee”). In adopting the pay ratio rule, the SEC expressly sought to provide flexibility to each company to determine the methodology that best suits its own facts and circumstances. Our pay ratio should not be compared to other companies’ pay ratios because it is based on a methodology specific to the Company and certain material assumptions, adjustments and estimates have been made in the calculation of the pay ratio. The annual total compensation for fiscal year 2024 for our CEO was $5,027,900 and for the Median Employee was $485,639. The resulting ratio of our CEO’s pay to the pay of our Median Employee for fiscal year 2024 is 10.35 to 1.
CEO Pay Ratio – 10.35 to 1
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CEO Pay Ratio – 10.35 to 1
| TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION | |
Pay Versus Performance
Pay Versus Performance As required by and in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the implementing rules under Item 402(v) of Regulation S-K, the following disclosure summarizes the relationship between the executive compensation actually paid by the Company and the financial performance of NOVAGOLD over a four-year performance period.
Pay Versus Performance
| | | | | | Value of Initial Fixed C$100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) | Summary Compensation Table Total for Non-PEO NEO (2) | Compensation Actually Paid to Non-PEO NEO (2) | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Loss (4) (000s) | Net Cash Used in Operations (5) (000s) | | 2024 | $5,027,900 | $2,753,722 | $4,342,936 | $1,226,758 | $39.13 | $113.32 | $45,621 | $12,642 | | 2023 | $5,148,848 | $(1,102,383) | $2,234,857 | $616,454 | $43.01 | $80.39 | $46,803 | $7,786 | | 2022 | $4,839,796 | $793,106 | $1,975,082 | $824,314 | $58.89 | $76.66 | $53,343 | $12,371 | | 2021 | $4,748,048 | $(11,834,819) | $1,915,654 | $(1,851,289) | $65.81 | $86.63 | $40,536 | $9,863 |
Pay Versus Performance
| (1) In his capacity as President and Chief Executive Officer, Mr. Lang is included as our PEO for 2024, 2023, 2022, and 2021. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. |
Pay Versus Performance
| (2) In his capacity as Vice President and Chief Financial Officer, Mr. Ottewell is included as our Non-PEO NEO for 2024, 2023, 2022, and 2021. Mr. Ottewell retired in July 2024 and was succeeded by Peter Adamek as Vice President & CFO. Mr. Adamek is also included as a Non-PEO NEO for 2024 as is Mr. Williams, who was promoted to Vice President and COO in 2024. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. |
Pay Versus Performance
| (3) Peer Group TSR average comprises the following companies (peers referenced for 2024 compensation planning as disclosed In the Compensation Discussion & Analysis above, and in NOVAGOLD’s Management Information Circular published March 22, 2024): Alamos Gold Inc, B2Gold Corp., Centerra Gold Inc., Coeur Mining Inc., Equinox Gold Corporation, Hecla Mining Company, IAMGOLD Corporation, MAG Silver Corporation, New Gold Inc., OceanaGold Corp., Pan American Silver, Seabridge Gold Inc., SSR Mining Inc., and Torex Gold Resources Inc. |
Pay Versus Performance
| (4) Represents NOVAGOLD’s Net Loss as disclosed in the respective year’s Annual Report on Form 10-K. |
Pay Versus Performance
| (5) Represents NOVAGOLD’s Net Cash Used In Operations as disclosed in the respective year’s Annual Report on Form 10-K. |
Pay Versus Performance
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Pay Versus Performance
| | TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION |
Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
| | | PEO | | | | Non-PEO NEO | | | | | Adjustments (1)(2) | | 2024 $ | 2023 $ | 2022 $ | 2021 $ | 2024 $ | 2023 $ | 2022 $ | 2021 $ | | Summary Compensation Table Total | | 5,027,900 | 5,148,848 | 4,839,796 | 4,748,048 | 4,342,936 | 2,234,857 | 1,975,082 | 1,915,654 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | (-) | 1,549,490 | 1,763,378 | 1,528,705 | 1,504,881 | 1,017,681 | 758,261 | 547,331 | 534,978 | | Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table | (-) | 1,572,298 | 1,511,824 | 1,511,773 | 1,467,584 | 1,032,486 | 557,540 | 541,407 | 521,456 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | (+) | 1,991,765 | 1,492,916 | 2,336,098 | 916,358 | 573,431 | 631,009 | 836,520 | 331,018 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (+) | (1,326,699) | (4,571,980) | (3,797,454) | (14,456,405) | (300,186) | (970,664) | (1,053,080) | (3,009,005) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | (+) | 182,544 | 201,793 | 1,067,197 | (70,354) | (351) | 72,161 | 371,903 | (32,522) | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | (-) | — | 98,758 | 612,053 | — | 1,338,904 | 35,108 | 217,373 | — | | Compensation Actually Paid | | 2,753,722 | (1,102,383) | 793,106 | (11,834,819) | 1,226,758 | 616,454 | 824,314 | (1,851,289) |
Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
| (1) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for stock options represents the sum of changes in fair value during the fiscal year. The stock option awards vest 1/3 over one year, 1/3 over two years, and 1/3 over three years. The awards have a five-year term. The FY2017 stock option fair value was $5.39 at 11/30/2020. The FY2018 stock option fair value was $6.21 at 11/30/2020 and $2.94 at 11/30/2021. The FY 2019 stock option fair value was $6.53 at 11/30/2020, $3.34 at 11/30/2021, and $2.25 at 11/30/2022. The FY2020 stock option fair value was $4.78 at 11/30/2020, $2.04 at 11/30/2021, $1.14 at 11/30/2022, and $0.08 at 11/30/2023. The FY2021 stock option fair value was $3.68 at 12/01/2020, $1.70 at 11/30/2021, $1.00 at 11/30/2022, $0.17 at 11/30/2023 and $nil at 11/30/2024. The FY2022 stock option fair value was $2.51 at 12/01/2021, $2.06 at 11/30/2022, $0.82 at 11/30/2023 and $0.29 at 11/30/2024. The FY2023 stock option fair value was $2.44 at 12/01/2022, $1.31 at 11/30/2023 and $0.72 at 11/30/2024. The FY2024 stock option fair value was $1.82 at 12/01/2023 and $1.31 at 11/30/2024. See the Compensation Discussion and Analysis for a description of this award and the rationale. |
Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
| (2) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for performance stock units represents the sum of changes in fair value during the fiscal year. The performance stock unit awards vest with a three-year cliff. Pursuant to ASC 718, the grant date fair value of Performance Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model valuation. The FY2019 grant unit fair value was $12.84 at 11/30/2020 and vest date fair value was $6.32 at 11/30/2021. The FY2020 grant unit fair value was $10.71 at 11/30/2020, $2.99 at 11/30/2021 and vest date fair value was $nil at 11/30/22. The FY2021 grant unit fair value was $10.07 at 12/01/2020, $1.72 at 11/30/21, $0.67 at 11/30/2022 and vest date fair value was $nil at 11/30/23. The FY2022 grant unit fair value was $6.82 at 12/01/2021, $4.89 at 11/30/22, and $0.86 at 11/30/2023 and vest date fair value was $1.04 at 11/30/24. The FY2023 grant unit fair value was $5.74 at 12/01/2022, $1.89 at 11/30/2023 and $0.66 at 11/30/2024. The FY2024 grant unit fair value was $4.20 at 12/01/2023 and $2.30 at 11/30/2024. The Monte Carlo model is further described in NOVAGOLD’s Annual Report on Form 10-K for the year ended November 30, 2024. The maximum value of the Performance Stock Units is 150% of target. See the Compensation Discussion and Analysis for a description of this award and the rationale. |
Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
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Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
| TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION | |
Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
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Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
| | TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION |
Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
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Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
| TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION | |
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation The Company has no pension and no plans that provide for nonqualified deferred compensation to its NEOs.
Pension Benefits and Nonqualified Deferred Compensation
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Pension Benefits and Nonqualified Deferred Compensation
| | TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION |
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 to which the Named Executive Officers would have been entitled if a termination of employment or change of control occurred on November 30, 2024. The actual amounts to be paid out can only be determined at the time of the Named Executive Officer’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 Named Executive Officers 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.
Potential Payments Upon Termination or Change of Control
| Named Executive Officer | Termination for “Just Cause” or Resignation $ | Termination without “Just Cause” or Breach or Default by the Company $ | Death or Disability $ | Double- Trigger (1) $ | | Gregory Lang | | | | | | Cash severance | — | 3,703,156 | 859,600 | 3,703,156 | | Acceleration of equity awards (2) | — | — | — | 3,149,064 | | Present value of group health and dental plan premiums (3) | — | 33,429 | — | 33,429 | | Present value of group life and long-term disability premiums (4) | — | — | — | 7,775 | | Total Termination Benefits | — | 3,736,585 | 859,600 | 6,893,424 | | Peter Adamek | | | | | | Cash severance | — | 1,440,000 | 400,000 | 1,440,000 | | Acceleration of equity awards (2) | — | — | — | — | | Present value of group health and dental plan premiums (3) | — | 28,176 | — | 28,176 | | Present value of group life and long-term disability premiums (4) | — | — | — | 7,424 | | Total Termination Benefits | — | 1,468,176 | 400,000 | 1,475,601 |
Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
| TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION | |
Potential Payments Upon Termination or Change of Control
| Named Executive Officer | Termination for “Just Cause” or Resignation $ | Termination without “Just Cause” or Breach or Default by the Company $ | Death or Disability $ | Double- Trigger (1) $ | | Richard Williams | | | | | | Cash severance | — | 1,685,164 | 434,500 | 1,685,164 | | Acceleration of equity awards (2) | — | — | — | 794,952 | | Present value of group health and dental plan premiums (3) | — | 28,339 | — | 28,339 | | Present value of group life and long-term disability premiums (4) | — | — | — | 9,797 | | Total Termination Benefits | — | 1,713,503 | 434,500 | 2,518,252 |
Potential Payments Upon Termination or Change of Control
| (1) Represents payments due upon the occurrence of a double-trigger event under: i) the executive employment agreements in the case of cash, and ii) the Performance Share Unit Plan and the Stock Award Plan in the case of equity awards. |
Potential Payments Upon Termination or Change of Control
| (2) Value based on the closing price of the Company’s common shares on November 30, 2024 on the NYSE American of $3.66. For stock options, the exercise price has been deducted. |
Potential Payments Upon Termination or Change of Control
| (3) Represents reimbursement to the Named Executive Officer for premium payments for group health and dental insurance benefits, excluding gross ups to cover taxes and including a 2% COBRA administration markup. |
Potential Payments Upon Termination or Change of Control
| (4) Represents a lump sum payment equal to the Company’s cost of providing group life and long-term disability insurance coverage to the Named Executive Officer for a period of twelve months following termination. |
Potential Payments Upon Termination or Change of Control
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NON-EXECUTIVE DIRECTOR COMPENSATION
NON-EXECUTIVE DIRECTOR COMPENSATION The Company has targeted non-executive Director total direct compensation above the median of the Peer Group for the following reasons:
NON-EXECUTIVE DIRECTOR COMPENSATION
| • | the Company seeks to attract directors with experience working for larger companies than that of our Peer Group because of our large joint venture partner; and |
NON-EXECUTIVE DIRECTOR COMPENSATION
| • | the Company seeks to attract directors with experience working for larger companies than that of our Peer Group because of the scale and quality of the Company’s Donlin Gold asset under development in comparison to our Peer Group’s assets. |
NON-EXECUTIVE DIRECTOR COMPENSATION
Compensation targets for non-executive Directors are:
NON-EXECUTIVE DIRECTOR COMPENSATION
| • | for annual cash retainers – 25th percentile of the market; |
NON-EXECUTIVE DIRECTOR COMPENSATION
| • | for chair fees and meeting fees – 62.5th percentile of the market; and |
NON-EXECUTIVE DIRECTOR COMPENSATION
| • | for total direct compensation including at-risk equity awards – 75th percentile of the market. |
NON-EXECUTIVE DIRECTOR COMPENSATION
At the request of the Compensation Committee, a review of non-executive Directors’ compensation was conducted in the fourth quarter of fiscal year 2024. The Compensation Committee, after referring to market information provided by Mercer, determined to recommend that the annual fee paid to all Board committee chairs should be equal to that paid to the Audit Committee Chair, or $17,000 per year, which change the Board approved. Otherwise, no changes were made to the Directors’ fiscal year 2025 compensation program from that established by the Board for fiscal year 2024. The non-executive Directors’ full compensation package is described below. Market compensation data was sourced from compensation data disclosed in the proxy statements of other publicly traded companies. As with the Company’s NEOs, the data was collected from the proxy statements of the companies included in NOVAGOLD’s 2025 Peer Group consisting of: B2Gold Corp., Centerra Gold Inc., Coeur Mining Inc., Eldorado Gold Corporation, Equinox Gold Corporation, Hecla Mining Company, IAMGOLD Corporation, MAG Silver Corporation, New Gold Inc., OceanaGold Corp., Seabridge Gold Inc., SSR Mining Inc., and Torex Gold Resources Inc. The largest portion of compensation paid to the non-executive Directors is in DSUs and stock option awards, which aligns the long-term interests of the non-executive Directors with those of the Shareholders as the value of the DSUs and stock option awards is dependent upon the Company’s share price performance. Paying a larger portion of compensation to non-executive Directors in equity rather than cash also aligns the Directors’ compensation program with the Company’s strategy of protecting its treasury. The table below lists the full compensation structure approved for non-executive Directors beginning in fiscal year 2025, which includes the change to the annual fee paid to all Board committee chairs, as described above.
NON-EXECUTIVE DIRECTOR COMPENSATION
| Activity | Compensation | | | Membership on Board – Annual Retainer (1) | $42,800 | per annum | | Chairman of the Board | $130,000 | per annum | | Lead Director | $19,000 | per annum | | Preparation and attendance at Board and Committee meetings | $1,100 | per meeting | | Audit Committee Chair | $17,000 | per annum | | All Other Committee Chairs | $17,000 | per annum |
NON-EXECUTIVE DIRECTOR COMPENSATION
| (1) At least 50% of the annual retainer is paid to Directors in the form of DSUs. |
NON-EXECUTIVE DIRECTOR COMPENSATION
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NON-EXECUTIVE DIRECTOR COMPENSATION
| NON-EXECUTIVE DIRECTOR COMPENSATION | |
Non-Executive Director Compensation Table
Non-Executive Director Compensation Table The table below summarizes the compensation provided to the Company’s non-executive Directors during the fiscal year ended November 30, 2024.
Non-Executive Director Compensation Table
| Director | Fees Earned or Paid in Cash $ | Stock Awards (1) $ | Option Awards (2) $ | All Other Compensation $ | Total $ | | Elaine Dorward-King | 46,921 | 32,100 | 148,512 | — | 227,533 | | Diane Garrett | 36,800 | 21,400 | 148,512 | | 206,712 | | Thomas Kaplan | 136,600 | 42,800 | 148,512 | — | 327,912 | | Hume Kyle | 41,651 | 21,400 | 149,434 | — | 212,485 | | Kalidas Madhavpeddi | 59,900 | 21,400 | 148,512 | — | 229,812 | | Kevin McArthur | 53,300 | 21,400 | 148,512 | — | 223,212 | | Daniel Muñiz Quintanilla | 36,000 | 32,100 | 148,512 | — | 216,612 | | Ethan Schutt | 36,800 | 21,400 | 148,512 | — | 206,712 | | Anthony Walsh | 55,322 | 15,294 | 149,434 | — | 220,050 | | Dawn Whittaker | 54,700 | 32,100 | 149,434 | — | 236,234 |
Non-Executive Director Compensation Table
| (1) The 2024 share-based grants for Directors are DSUs that vest when the Directors retire from the Board of the Company. The Company grants DSUs quarterly in arrears. Accordingly, the “Stock Awards” column in the table above includes DSUs granted to Directors with respect to the fourth quarter of fiscal 2023 and the first three quarters of fiscal 2024. Amounts are based on the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 13 to the Company’s consolidated financial statements for the fiscal year ended November 30, 2024. The number of DSUs granted and the fair value on each grant date, calculated in accordance with ASC 718, are as follows: |
Non-Executive Director Compensation Table
| | December 1, 2023 | | March 1, 2024 | | June 1, 2024 | | September 1, 2024 | | | Non-Executive Director | Fair Value $ | DSUs # | Fair Value $ | DSUs # | Fair Value $ | DSUs # | Fair Value $ | DSUs # | | Elaine Dorward-King | 5,350 | 1,299 | 5,350 | 2,225 | 10,700 | 2,733 | 10,700 | 2,512 | | Diane Garrett | 5,350 | 1,299 | 5,350 | 2,225 | 5,350 | 1,366 | 5,350 | 1,256 | | Thomas Kaplan | 10,700 | 2,599 | 10,700 | 4,450 | 10,700 | 2,733 | 10,700 | 2,512 | | Hume Kyle | 5,350 | 1,299 | 5,350 | 2,225 | 5,350 | 1,366 | 5,350 | 1,256 | | Kalidas Madhavpeddi | 5,350 | 1,299 | 5,350 | 2,225 | 5,350 | 1,366 | 5,350 | 1,256 | | Kevin McArthur | 5,350 | 1,299 | 5,350 | 2,225 | 5,350 | 1,366 | 5,350 | 1,256 | | Daniel Muñiz Quintanilla | 5,350 | 1,299 | 5,350 | 2.225 | 10,700 | 2,733 | 10,700 | 2,512 | | Ethan Schutt | 5,350 | 1.299 | 5,350 | 2,225 | 5,350 | 1,366 | 5,350 | 1,256 | | Anthony Walsh | 5,350 | 1,299 | 5,350 | 2,225 | 4,594 | 1,173 | — | — | | Dawn Whittaker | 5,350 | 1,299 | 5,350 | 2.225 | 10,700 | 2,733 | 10,700 | 2,512 |
Non-Executive Director Compensation Table
| (2) The Company grants stock options to Directors annually. The stock option grants for Directors made on December 1, 2023 vest 1/3 upon the first anniversary of the grant, 1/3 upon the second anniversary of the grant, and the final 1/3 on the third anniversary of the grant. Amounts are based upon the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 13 to the Company’s consolidated financial statements for the fiscal year ended November 30, 2024. Each Canadian resident Director was granted a total of 87,000 stock options in a single grant during fiscal 2024, and each non-Canadian resident Director was granted a total of 81,600 stock options in a single grant during fiscal 2024. |
Non-Executive Director Compensation Table
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Non-Executive Director Compensation Table
| | NON-EXECUTIVE DIRECTOR COMPENSATION |
DSU Plan
| NON-EXECUTIVE DIRECTOR COMPENSATION | |
Directors’ Share Ownership
| | NON-EXECUTIVE DIRECTOR COMPENSATION |
Outstanding Option-Based and Share-Based Awards
| NON-EXECUTIVE DIRECTOR COMPENSATION | |
INDEBTEDNESS OF DIRECTORS AND OFFICERS
INDEBTEDNESS OF DIRECTORS AND OFFICERS As of November 30, 2024, and the date hereof, the aggregate indebtedness to the Company and its subsidiaries of all executive officers, Directors and employees, and their respective associates, and former executive officers, Directors and employees of the Company or any of its subsidiaries was $nil.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS No informed or related person of the Company, which includes each person who has been a Director or executive officer of the Company since the beginning of the most recently completed fiscal year, nor any proposed nominee for election as Director, nor any associate or affiliate of such informed person or proposed nominee, has had any material interest, direct or indirect, in any transaction entered into by the Company since the beginning of the most recently completed fiscal year, or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries. Generally speaking, under SEC rules, any transaction in which a related person has a material interest, other than transactions involving aggregate amounts less than $120,000, must be approved or ratified by the Audit Committee. The policies apply to all executive officers, directors and their immediate family members. Since December 1, 2023, there have been no related person transactions under the relevant standards. Please refer to the section titled “Ethical Business Conduct” beginning on page 94 of this Circular for a discussion about the Company’s policies and procedures governing related party transactions.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
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STATEMENT OF CORPORATE GOVERNANCE PRACTICES
STATEMENT OF CORPORATE GOVERNANCE PRACTICES The Board is committed to sound corporate governance practices, which are both in the interest of Shareholders and contribute to effective and efficient decision making. As part of the Company’s commitment to effective corporate governance, the Board, with the assistance of the Audit and Corporate Governance and Nominations Committees, monitors changes in legal requirements and best practices. Set out below is a description of certain corporate governance practices of the Company, as required by National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”).
Board of Directors
Board of Directors The Company has a Board comprised of ten Directors led by Dr. Thomas Kaplan as Chairman and Dr. Elaine Dorward-King as independent Lead Director. The Board has proposed a slate of ten Director nominees for Shareholder approval that comprises the current Directors. Dr. Kaplan is the Chairman, Chief Executive Officer and Chief Investment Officer of The Electrum Group, the investment adviser to the Company’s largest shareholder, Electrum. The Board elected Dr. Kaplan as Chairman because of Electrum’s significant ownership interest in the Company (25.36% of March 6, 2025) as well as Dr. Kaplan’s extensive experience as an entrepreneur, developer of and investor in public and private natural resources companies. As described below, to ensure independence in Board governance, the Board has appointed an independent Lead Director to coordinate discussion among the independent members of the Company’s Board and to lead Board meetings if Dr. Kaplan is unavailable. Dr. Dorward-King currently serves as the Board’s independent Lead Director. NP 58-201 recommends that boards of directors of reporting issuers be composed of a majority of independent directors. With eight of the ten current Directors considered independent, the Board is currently composed of a majority of independent directors. The eight independent Directors are: Elaine Dorward-King, Diane Garrett, Hume Kyle, Kalidas Madhavpeddi, Kevin McArthur, Daniel Muñiz Quintanilla, Ethan Schutt, and Dawn Whittaker. Gregory Lang is the President and CEO of the Company and therefore deemed non-independent. Thomas Kaplan, the Chairman of the Board, is not considered to be independent as a result of his relationship to the Company’s largest Shareholder. The Company has taken steps to ensure that adequate structures and processes are in place to permit the Board to function independently of management. The Board holds regular meetings every quarter. Between the scheduled meetings, the Board meets as required. The independent Directors are afforded an opportunity to meet separately from the non-independent Directors and any representatives of management at every Board meeting. The independent Directors meet in camera at least annually and on an as-needed basis. During fiscal year 2024, the independent Directors met six times. Management also communicates informally with the Directors on a regular basis and solicits advice from members or advisors on matters falling within their areas of special knowledge or experience. The Board has five standing committees: Audit, Compensation, Corporate Governance and Nominations, Engineering and Technical, and Sustainability. Each of the foregoing committees has its own charter, copies of which are available on the Company’s website at: www.novagold.com under the Governance tab. Special committees are appointed from time to time with respect to specific matters. The Board and its standing committees meet regularly outside the presence of Company management to engage in open discussion about Company strategy, management’s performance, and any items of special concern or note that may impact the Company. The Board or its standing committees may meet with experts of their choosing depending on the topic, such as the Compensation Consultant, the Company’s Auditors, or outside legal counsel, for example, without the presence of management. The Board believes this practice of meeting without Company management from time-to-time promotes frank discussions and assessments and supports the effective oversight of risks and opportunities facing the Company.
Board of Directors
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Board of Directors
| STATEMENT OF CORPORATE GOVERNANCE PRACTICES | |
Board of Directors
The following Directors currently serve on the following boards of directors of other reporting issuers:
Board of Directors
| Name | Reporting Issuer | | Elaine Dorward-King | Kenmare Resources plc (LSE: KMR, ISE: KMR) Nevada Copper (TSX: NCU – delisted August 21, 2024) Sibanye-Stillwater (JSE: SSW) | | Diane Garrett | Hycroft Mining Holding Corporation (NASDAQ: HYMC) | | Thomas Kaplan | None | | Hume Kyle | Plum Acquisition Corp. III (NASDAQ: PLMJ) | | Gregory Lang | Trilogy Metals Inc. (TSX, NYSE American: TMQ) | | Kalidas Madhavpeddi | Dundee Precious Metals Inc. (TSX: DPM) Glencore plc (LSE: GLEN, JSE: GLN) | | Kevin McArthur | First Quantum Minerals Inc. (TSX: FM) Royal Gold Inc. (NASDAQ: RGLD) | | Daniel Muñiz Quintanilla | Brookfield Infrastructure Partners LP (NYSE: BIP) First Majestic Silver Corp. (TSX, NYSE: AG, FSE: FMV) | | Ethan Schutt | None | | Dawn Whittaker | Triple Flag Precious Metals Corp. (TSX, NYSE: TFPM) |
Compensation Committee Interlocks and Insider Participation
Compensation Committee Interlocks and Insider Participation The Board has a Compensation Committee, as more fully described under the heading “Compensation Discussion and Analysis”. None of the Compensation Committee members is or has been an executive officer or employee of the Company or any of its subsidiaries. No executive officer of the Company is or has been a director or member of the compensation committee of another entity having an executive officer who is or has been a director or a member of the Compensation Committee of the Company.