John C. Power

About John C. Power

John C. Power (age 62) is President, Chief Executive Officer, Corporate Secretary, and Director of Athena Gold Corporation (AHNR); he has served as a director since the company’s inception in December 2003, as Secretary since January 2007, and as President/CEO since January 2009 . As part of the company’s redomestication and amalgamation plan, the post-Effective Time officer slate provides that John C. Power will serve as Secretary (with Koby Kushner as President/CEO and David Goodman as Chairman), signaling an impending transition from the CEO role after the merger becomes effective . Athena has generated no revenue since formation; recent results reflect operating expense management and warrant revaluation effects, with net income of $612,748 in 2023 and a net loss of $(636,518) in 2024 . Governance note: Power is not independent and serves on the Audit Committee, which is chaired by an independent director (John E. Hiner), with meeting attendance of 12/12 board and 2/2 audit in 2023 .

Past Roles

External Roles

Fixed Compensation

Notes:

• Consulting agreement: Effective March 1, 2021; renewed Jan 1, 2023 on same terms ($2,500/month), auto-renews annually unless either party gives written notice ≥3 months pre-expiration .

Performance Compensation

Context on vesting policy and historical grants:

• Company disclosed 2021 option grants to directors and a consultant with vesting 50% at grant, 25% on each of the first and second anniversaries (strike $0.09) .
• No new option grants or exercises for NEOs in 2024; options were anti-dilutive/out-of-the-money in 2023 and 2024 (indicator of limited near-term intrinsic value) .

Equity Ownership & Alignment

Board Governance (Service History, Committees, Independence)

• Board service and roles: Director since Dec 23, 2003; President/CEO and Corporate Secretary; Audit Committee member (appointed Nov 29, 2023 to fill vacancy) .
• Independence: Not independent under NI 52-110 and NASDAQ Rule 4200(a)(15) definitions due to officer role .
• Audit Committee: Members—John C. Power (not independent), Brian Power (independent), John E. Hiner (independent; Chair); committee meets Rule 10A-3 disclosure context; charter available on SEDAR+ .
• Attendance: 2023—Board 12 of 12 (Power); Audit Committee 2 of 2 (Power in his tenure post-appointment); the committee held four meetings total in FY2023 .
• Leadership transition post-amalgamation: David Goodman to serve as Chairman; Koby Kushner as CEO; John C. Power to serve as Secretary (governance structure changes upon Effective Time) .

Employment Terms

Company Performance Backdrop (context for pay-for-performance)

Notes:

• No revenues since formation; EPS figures are near $0.00 given large share counts and non-operational revaluation items .
• 2023 profitability driven by revaluation of warrant liabilities; 2024 reverted to loss amid lower exploration spend and fair value movements .

Director Compensation (for context)

Compensation Structure Analysis (alignment and risk signals)

• Pay mix and at-risk pay: Power’s 2023–2024 compensation was primarily fixed ($30,000 consulting) with no annual bonus and no new equity grants—minimal direct pay-for-performance linkage in the disclosed period .
• Equity overhang and moneyness: Power’s 500,000 options (strike $0.06, 10/12/2032) were out-of-the-money as of 2023–2024 per anti-dilutive classification—limited near-term intrinsic value and selling pressure from options .
• Hedging/pledging policy: Company explicitly lacks a hedging policy for executives/directors—misalignment risk relative to governance best practices .
• Related-party transactions: Ongoing $2,500/month management fees to Power; common control entities (Magellan Gold; Silver Saddle) pose conflict-of-interest risks without formal resolution mechanism .
• Say-on-Pay: Advisory vote included on March 27, 2025 agenda; Board recommends bi-annual frequency; no historical approval percentages disclosed .

Board Service History, Committee Roles, and Dual-Role Implications

• Dual role: CEO + Director and Audit Committee member (not independent) create elevated independence concerns; audit oversight is mitigated by an independent Audit Chair but still deviates from common large-cap practices .
• Transition plan: Post-amalgamation leadership split (independent Chair and new CEO) reduces dual-role concentration and may improve governance optics; John C. Power’s move to Secretary role narrows executive oversight exposure .

Investment Implications

• Alignment: Ownership at 8.0% (including direct shares, options, and warrants) provides meaningful “skin in the game,” but absence of a hedging/pledging prohibition and lack of executive ownership guidelines weaken alignment safeguards .
• Retention risk: Compensation is modest and consulting-based with auto-renew and no severance/CoC protections—could cut both ways by enabling flexible transitions but offering limited retention hooks; pending role change post-amalgamation adds transition risk .
• Trading pressure: With options out-of-the-money at recent year-ends, near-term option-driven selling pressure appears limited; warrant positions exist but moneyness not quantified here—monitor future Form 4s and liquidity events .
• Governance red flags: Executive on Audit Committee and no anti-hedging policy are notable; related-party transactions and shared control structures necessitate heightened oversight by independent directors and investors .
• Performance link: Limited variable pay tied to operational metrics (no annual bonus/PSUs) places emphasis on strategic execution and project milestones rather than formulaic incentive design—investors should monitor exploration progress, financing terms, and future compensation program evolution .

Appendix: Board Governance Snapshot