David Goodman
About David Goodman
David Goodman, LLB, CFA (age 61), is a director nominee at Athena Gold (AHNR) and is slated to become non-executive Chairman following the company’s redomestication; he is currently Chairman of Libra Lithium Corp. . Goodman is a former litigator who transitioned to asset management, becoming President & CEO of Dynamic Funds in 2001 and CEO of DundeeWealth in 2007; under his leadership assets grew from ~$5B to ~$50B and Dynamic won Fund Company of the Year seven times before DundeeWealth’s 2011 sale to a Canadian bank . He previously served as head of Global Asset Management for a major Canadian bank and as CEO of Dundee Corporation, and is founder/CEO of the “Humour Me” charitable event .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dynamic Funds | President & CEO | Became CEO in 2001 (firm later sold in 2011) | Led growth from ~$5B to ~$50B AUM; Dynamic named Fund Company of the Year seven times |
| DundeeWealth (public parent of Dynamic) | CEO | Became CEO in 2007 (company sold in 2011) | Oversaw performance and growth culminating in sale to a Canadian bank |
| Dundee Corporation | CEO (prior role) | Not disclosed | Senior leadership role |
| Major Canadian Bank | Head of Global Asset Management (prior role) | Not disclosed | Led asset management platform |
| Legal Practice | Litigator (early career) | Pre-1994 | Transitioned from law to asset management in 1994 |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Libra Lithium Corp. | Chairman | Private company | Current role |
| Humour Me (charity event) | Founder & CEO | Non-profit initiative | Raised >$20M for causes |
| Other current public company boards | None | — | Company discloses “Nil” for Goodman as a nominee |
Board Governance
- Independence: The board identifies David Goodman as independent under Canada’s NI 52‑110 (three of five proposed directors independent: Brian Power, John E. Hiner, David Goodman) . The proxy also applies NASDAQ Rule 4200(a)(15) and lists Goodman as independent (while John C. Power and Koby Kushner are not) .
- Chair role: Company plans for Goodman to become non-executive Chairman after the redomestication/continuation .
- Committees: AHNR has one standing committee (Audit). Compensation and Nominating committees do not currently exist and will be formed if required by laws or listings; the Audit Committee membership is John C. Power (not independent), Brian Power (independent), and John E. Hiner (independent; Chair) . Goodman is not listed on the current Audit Committee .
- Board size and composition: Current board is three (John C. Power, Brian Power, John E. Hiner) with Goodman and Kushner as proposed directors to expand to five .
- Attendance (context for existing board): In 2023, the board held 12 meetings; Audit held 5. Attendance was: J.C. Power 12/12 (Board), 2/2 (Audit replacement late-2023); B. Power 12/12 (Board), 5/5 (Audit); J.E. Hiner 12/12 (Board), 5/5 (Audit); M. Janser 10/10 (Board), 3/3 (Audit; resigned Nov 29, 2023) .
- Orientation and assessment: No formal orientation or continuing education; briefings occur ad hoc. No formal process to assess the effectiveness of the board, committees, or individual directors; effectiveness evaluated on an ad hoc basis given company size/stage .
- Hedging policy: The company does not have a policy restricting hedging transactions by directors/executives (e.g., collars, swaps) .
Fixed Compensation
| Year | Director | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | Brian Power | 0 | 10,000 | 0 | 0 | 10,000 |
| 2024 | John C. Power | 0 | 0 | 0 | 0 | 0 |
| 2024 | John E. Hiner | 0 | 10,000 | 0 | 0 | 10,000 |
| 2023 | Brian Power | 7,500 | 0 | 0 | — | 7,500 |
| 2023 | John C. Power | 7,500 | — | — | — | 7,500 |
| 2023 | John E. Hiner | 7,500 | 0 | 0 | — | 7,500 |
| 2023 | Markus Janser | 7,500 | 0 | 0 | — | 7,500 |
- Policy note: “Non-executive directors are granted non-qualified stock options as compensation,” determined at the board’s discretion; however, 2024 director compensation included stock awards (RSUs/stock) of $10,000 for non-executive directors shown above .
Performance Compensation
- Equity awards and vesting terms (company practice):
- Mar 22, 2021: 2,000,000 options at $0.09 issued to four individuals (three directors and one consultant); vesting 50% at grant, 25% on each of first and second anniversaries; grant-date value $190,202 .
- Oct 12, 2022: 2,250,000 options at $0.06 (fully vested) to CEO, CFO, and three directors; SBC expense $106,109 in 2022 .
- Jan 16, 2023: 250,000 options at $0.0675; valuation $13,267 .
| As of Dec 31, 2023 (Directors) | Unexercised Options Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| John C. Power | 500,000 | 0 | 0.06 | 10/12/32 |
| Brian Power | 500,000 | 0 | 0.09 | 03/22/26 |
| Brian Power | 500,000 | 0 | 0.06 | 10/12/32 |
| John E. Hiner | 500,000 | 0 | 0.09 | 03/22/26 |
| John E. Hiner | 500,000 | 0 | 0.06 | 10/12/32 |
| Markus Janser | 500,000 | 0 | 0.09 | 03/22/26 |
| Markus Janser | 500,000 | 0 | 0.06 | 10/12/32 |
| Compensation Performance Metrics | Disclosure |
|---|---|
| Director performance metrics tied to director pay (e.g., TSR, revenue, ESG) | Not disclosed in the director compensation section (director pay shown as fees/stock/option awards without performance targets) |
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None reported for Goodman as nominee (“Nil”) |
| Private company | Libra Lithium Corp. | Chairman | Current role |
| Prior public boards | DundeeWealth; Repadre Capital Corporation; Dundee Corporation; Dundee REIT (trustee) | Director/Trustee | Historical roles |
| Prior non-profit | SickKids Foundation | Board member | Historical role |
| Transactional interlock | Libra Lithium Corp. | Counterparty to asset acquisition | AHNR acquired Oneman Lake and Laird Lake projects from Libra on Oct 1, 2024; “All parties to this transaction are arm’s length.” Consideration: 43,865,217 shares of Nova Athena Gold Corp. (19.9% post-redomestication) issued to Libra . Goodman is Chairman of Libra . |
Expertise & Qualifications
- Credentials: LLB and CFA charterholder .
- Capital markets/asset management: Led Dynamic/DundeeWealth through significant AUM growth and multiple industry awards; executed sale to a Canadian bank .
- Executive leadership: Former CEO of Dundee Corporation; head of Global Asset Management at a major Canadian bank .
- Philanthropy/engagement: Founder/CEO of “Humour Me,” raising over $20M for charities .
Equity Ownership
| Holder | Security | Amount | Notes |
|---|---|---|---|
| David Goodman | AHNR common stock | Not disclosed | Goodman (as nominee) is not listed in the beneficial ownership table as of the record date . |
| Libra Lithium Corp. | Nova Athena Gold Corp. shares | 43,865,217 | Consideration for the Ontario properties; represents 19.9% of Nova post-redomestication . Goodman is Chairman of Libra . |
| Hedging policy | — | — | Company has no hedging policy restricting directors/executives . |
Governance Assessment
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Positives:
- Independent status and planned non-executive Chairman role strengthen separation of chair/CEO roles and add seasoned capital markets leadership to the board .
- Board meeting cadence and Audit attendance in 2023 indicate active oversight among existing directors .
- Transaction disclosure states Libra‑Athena deal was at arm’s length, and consideration structure caps Nova ownership at 19.9% for Libra post‑redomestication .
-
Risk indicators and red flags:
- Committee structure is thin: only an Audit Committee exists; Compensation and Nominating committees not yet formed—limits independent oversight of pay and director nominations .
- Audit Committee included a non‑independent member (J.C. Power) prior to board refresh; only one independent (Hiner) as chair—suboptimal best‑practice alignment .
- No hedging policy for directors/executives; absence of restrictions can weaken alignment with shareholders .
- Orientation and board effectiveness assessments are informal/ad hoc—limited governance process maturity for a public issuer .
- Potential perceived conflict: Goodman chairs Libra Lithium, which sold assets to Athena; while disclosed as arm’s length, this creates an appearance-of-conflict risk that warrants continued monitoring (especially around future related decisions) .
-
Compensation structure signals:
- Shift from cash fees in 2023 ($7,500 per director) to equity awards in 2024 ($10,000 stock awards) for non‑executive directors suggests movement toward equity alignment, but absence of explicit director performance metrics persists .
-
Attendance/engagement:
- No attendance data for Goodman yet (he is a nominee), but board/Audit attendance by incumbents was strong in 2023 .
Notes:
- Meeting date for shareholder vote to elect directors and approve redomestication: March 27, 2025 .