John E. Hiner
About John E. Hiner
Independent director of Athena Gold (AHNR) since March 22, 2021; licensed geologist in the State of Washington (2002) and a registered member of the Society for Mining, Metallurgy & Exploration (SME) since 2012, with audit committee experience at multiple Canadian junior miners and familiarity with Canadian public company reporting requirements . Serves as Chairperson of AHNR’s Audit Committee and is deemed financially literate and independent; he recorded perfect attendance at Board (12/12) and Audit Committee meetings (5/5) in 2023 . Under U.S. independence criteria applied by the company, Hiner is considered independent (NASDAQ Rule 4200(a)(15)) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StraightUp Resources Inc. | Director | Dec 4, 2017 – Mar 22, 2021 | Audit Committee member |
| Gold Basin Resources Corporation | Director | Nov 24, 2017 – Sep 9, 2021 | Audit Committee member |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Golden Lake Exploration Inc. (Canadian reporting issuer) | Director | May 18, 2018 – present | Current public board per AHNR disclosure |
Board Governance
- Committee assignments:
- Audit Committee: Chairperson (independent; financially literate). Committee members: John C. Power (not independent), Brian Power (independent), John E. Hiner (independent) .
- Audit Committee charter in place; stated compliance with Exchange Act Rule 10A-3 .
- Attendance (FY 2023):
- Board meetings held: 12; Hiner attendance: 12/12 .
- Audit Committee meetings: table shows 5 meetings; Hiner attendance: 5/5. A separate paragraph references four meetings; the attendance table indicates five and full attendance by members .
- Board composition and independence:
- Current Board: three directors (John C. Power, Brian Power, John E. Hiner) .
- Proposed five-member slate would include three independent directors (Brian Power, John E. Hiner, David Goodman) under NI 52‑110 .
- Under U.S. criteria the company applies (NASDAQ Rule 4200(a)(15)), Hiner is independent .
- Related-party controls and conflicts policy:
- Code of Ethics requires disclosure and Audit Committee review/approval of related-party transactions; no indebtedness of directors/officers; no material related-party interests disclosed for 2023 .
- Notable governance risk signals:
- No anti-hedging policy for directors/executives (company states it does not currently have such a policy) .
- As a venture issuer, the company relies on NI 52‑110 exemptions regarding Audit Committee composition/disclosure .
- If re‑domestication to British Columbia is completed, insiders would be exempt from U.S. Section 16 short‑swing rules and the company would not be subject to Regulation FD, reducing certain U.S. investor protections .
Attendance Detail (FY 2023)
| Director | Board Attendance | Audit Committee Attendance |
|---|---|---|
| John E. Hiner | 12 of 12 | 5 of 5 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 0 | 10,000 | 0 | 0 | 10,000 |
| 2023 | 7,500 | 0 | 0 | — | 7,500 |
Directors that are non‑executive may be compensated with non‑qualified stock options at the Board’s discretion .
Governance implication: 2024 shifted from cash retainer (2023) to equity grant ($10k) for Hiner, modestly increasing alignment with shareholders .
Performance Compensation
| Equity Award Type | Grant/Status | Key Terms |
|---|---|---|
| Stock Awards (Director) | 2024 | Grant date fair value $10,000 (FASB 123) |
| Stock Options (Outstanding at 12/31/2024) | 500,000 options | Exercise price $0.09; expiration 3/22/2026 |
| Stock Options (Outstanding at 12/31/2024) | 500,000 options | Exercise price $0.06; expiration 10/12/2032 |
- No performance metrics or goal frameworks (e.g., TSR, EBITDA, ESG) were disclosed for director equity compensation in the proxy; values reflect grant-date fair value and outstanding option terms .
Other Directorships & Interlocks
| Director | Current Public Company Boards | Prior Public Company Boards | Notes |
|---|---|---|---|
| John E. Hiner | Golden Lake Exploration Inc. | StraightUp Resources Inc.; Gold Basin Resources Corporation | Audit committee experience at StraightUp and Gold Basin |
No specific competitive/customer/supplier interlocks with AHNR were disclosed .
Expertise & Qualifications
- Licensed geologist (Washington, 2002) and SME registered member (2012), indicating technical depth in exploration and development .
- Audit Committee financial literacy; independent Audit Chair at AHNR .
- Familiar with Canadian public company financial reporting requirements; prior audit committee service at Canadian junior miners .
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Common shares – direct | 400,000 | Included in total beneficial |
| Common shares – indirect (JE & MS Hiner Revocable Living Trust) | 143,000 | Hiner has control/direction |
| Vested stock options | 1,000,000 | See strikes/expirations above |
| Warrants – indirect (via trust) | 143,000 | Included in beneficial ownership computation |
| Total beneficial ownership | 1,686,000 | Includes shares, options exercisable within 60 days, and warrants per SEC rules |
| % of shares outstanding | 0.9% (of 194,803,633) |
- Section 16/NI 55‑104 filings: company states timely filings for FY 2023 .
- Hedging/Pledging: Company discloses no anti‑hedging policy for directors/executives; no pledging disclosure specific to Hiner .
Governance Assessment
- Positives:
- Independent Audit Committee Chair with sector expertise; full attendance at Board and committee meetings supports engagement .
- Independent under both Canadian NI 52‑110 and U.S. criteria applied by the company; proposed Board expands independent representation .
- Equity component in 2024 director pay increases alignment; modest total compensation reduces pay risk .
- No material related‑party transactions disclosed for 2023; no indebtedness of directors .
- Watch items / RED FLAGS:
- No anti‑hedging policy for insiders (potential misalignment risk) .
- Venture issuer reliance on NI 52‑110 exemptions (reduced audit committee stringency relative to senior issuers) .
- Post‑continuation status as foreign private issuer removes U.S. Section 16 short‑swing and Reg FD coverage, weakening certain investor protections .
- General disclosure acknowledges potential conflicts from officers/directors’ other business activities and opportunity allocation risks common in junior resource issuers .