Koby Kushner
About Koby Kushner
Koby Kushner, P.Eng., CFA, is 32 and serves as Chief Executive Officer and Director of Athena Gold Corporation (AHNR) as of August 29, 2025, having assumed the CEO role on April 1, 2025 . He holds a BSc in Mining Engineering from Queen’s University, is a licensed Professional Engineer in Ontario, and is a CFA charterholder . Kushner’s background includes on-site mining roles at Hemlo (Barrick), Detour, and Rice Lake, followed by equity research at Red Cloud Securities covering over 100 mining companies, with a focus on precious and energy metals . Company-level TSR, revenue growth, and EBITDA growth metrics tied to his tenure are not disclosed in the cited documents.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hemlo (Barrick Gold) | Mining engineer | Not disclosed | On-site operations experience; exposure to production-stage assets |
| Detour | Mining engineer | Not disclosed | Project exposure through development/production phases |
| Rice Lake | Mining engineer | Not disclosed | Operational experience across mine lifecycle |
| Red Cloud Securities | Equity research analyst | Not disclosed | Coverage of 100+ mining companies; focus on precious/energy metals |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Libra Lithium Corp. | CEO & Director | Not disclosed | Executive leadership and board role |
| Honey Badger Silver, Inc. | CEO & Director | Not disclosed | Executive leadership and board role |
| La Imperial Resources | Director | Not disclosed | Board role |
Fixed Compensation
| Component | Apr 2025 | May 2025 | Jun 2025 | Notes |
|---|---|---|---|---|
| Consulting retainer via Brie (CEO-controlled entity) – monthly fee (CAD) | CAD$24,000 | CAD$24,000 | CAD$24,000 | Terms: CAD$24,000 + HST for Apr–Jun 2025; CAD$8,000 + HST per month thereafter |
| Amount paid to Brie for six months ended Jun 30, 2025 (CAD) | — | — | CAD$81,360 (aggregate) | Aggregate reflects HST over Apr–Jun; Jul–Dec payment terms disclosed but post-June payments not itemized |
| Director cash fees | $0 | $0 | $0 | No cash director fees in H1 2025 |
Performance Compensation
- No performance-based incentive metrics, targets, or payouts for Kushner are disclosed in the cited documents; Athena, as of the 2025 proxy, had no standing compensation committee and relied on the Board for compensation oversight .
Equity Ownership & Alignment
| Item | Date | Amount | Terms/Status |
|---|---|---|---|
| Private placement units purchased by Brie (CEO-controlled entity) | Jun 30, 2025 | 1,440,000 units | Aligns CEO economic interest; unit components not detailed in cited text |
| Company options issued to officers and directors | Jun 12, 2025 | 2,000,000 options (of 2,750,000 total that day) | Share-based compensation expense $89,277 for H1 2025; individual allocations not disclosed |
| Hedging policy | — | — | Corporation does not currently prohibit hedging instruments that offset equity value declines |
Company options outstanding (context for potential selling/vesting dynamics):
| Expiry | Options Outstanding | Exercisable | Exercise Price | Remaining Life (years) |
|---|---|---|---|---|
| Mar 22, 2026 | 2,000,000 | 2,000,000 | $0.09 | 0.73 |
| Oct 12, 2032 | 2,980,000 | 2,980,000 | $0.06 | 7.29 |
| Jan 16, 2028 | 250,000 | 250,000 | $0.07 | 2.55 |
| Jun 12, 2035 | 2,750,000 | 2,750,000 | $0.04 | 9.96 |
| Total | 7,980,000 | 7,980,000 | $0.06 (weighted avg) | 6.42 (weighted avg) |
Notes:
- All listed options are shown as exercisable, including the June 12, 2035 issuance, indicating immediate exercisability with no disclosed vesting schedule in the cited tables .
Employment Terms
| Term | Detail |
|---|---|
| CEO start date | April 1, 2025 |
| Engagement structure | Executive services via CEO-controlled entity (Brie) |
| Base monthly fee | CAD$24,000 + HST for Apr–Jun 2025; CAD$8,000 + HST each month thereafter |
| Change-of-control (Brie) | Single-trigger cash payment equal to 12× monthly service fee; increases by 3 months per full year of service; capped at 18 months |
| Additional related party engagement | Nemo Resources Inc. (CEO is director and controlling shareholder) – CAD$12,000 + HST per month; termination payment CAD$90,000; change-of-control payment ≥ CAD$200,000 |
| Certification | CEO executed NI 52-109 venture issuer certificates for interim filings on Aug 29, 2025 |
Board Governance
- Board service: Kushner was a director nominee in the 2025 proxy and is listed as CEO & Director by Aug 29, 2025 .
- Independence: Not independent under NASDAQ Rule 4200(a)(15) and NI 52-110 due to officer status .
- Committees: The Corporation has only a standing Audit Committee (no compensation or nominating committees). Members are John C. Power (not independent), Brian Power (independent), and John E. Hiner (independent; Chair) .
- Board attendance: The proxy reports 2023 attendance for then-directors; Kushner’s attendance is not applicable for 2023 as he was a nominee .
- Dual-role implications: CEO + Director concentrates authority; absence of compensation/nominating committees heightens governance risk; independence classification flags potential conflicts .
Director Compensation
| Element | FY2024/H1 2025 Status |
|---|---|
| Cash director fees | No cash payments to directors for six months ended Jun 30, 2025 |
| Equity grants to directors/officers | 2,000,000 options to officers and directors on Jun 12, 2025 (total 2,750,000 that day); SBC expense $89,277 for H1 2025 |
| Prior compensation practice | 600,000 common shares issued Jun 7, 2024 to two independent directors and CFO as compensation |
Compensation Structure Analysis
- Shift to consulting/retainer model: CEO services compensated via a controlled entity (Brie) on fixed monthly terms; no disclosed performance link (pay-for-performance misalignment) .
- Single-trigger change-of-control (Brie): Cash payout upon CoC without termination condition; ratchets up with service time, capped at 18 months (shareholder-unfriendly relative to double-trigger norms) .
- Related party layering: Concurrent Nemo engagement with CoC economics (≥ CAD$200k) where CEO is a director/controlling shareholder; potential conflict and governance risk .
- Hedging policy gap: Company does not prohibit hedging instruments, weakening alignment safeguards .
- Committee framework: No compensation committee to oversee incentive design and benchmarking; Board handles compensation .
Related Party Transactions
- Brie (CEO-controlled): CAD$24,000 + HST monthly for Apr–Jun 2025; CAD$8,000 + HST monthly thereafter; CAD$81,360 paid in H1 2025; single-trigger CoC payout formula as noted above; Brie purchased 1,440,000 units in Jun 30, 2025 private placement .
- Nemo Resources Inc.: CAD$12,000 + HST monthly; termination payment CAD$90,000; CoC payment ≥ CAD$200,000; CEO is director/controlling shareholder of Nemo .
Risk Indicators & Red Flags
- Single-trigger change-of-control payout to CEO-controlled entity (Brie) .
- Multiple related party engagements (Brie and Nemo) with guaranteed termination/CoC payments .
- Immediate exercisability of newly issued options (including 2035 expiry) suggests potential near-term selling pressure without vesting gates .
- Absence of compensation and nominating committees reduces independent oversight of pay and governance .
- No hedging prohibition policy, increasing misalignment risk .
- Independence: CEO is not independent while serving on the Board .
Employment & Contracts (Detail)
| Provision | Brie (CEO services) | Nemo (Exploration management) |
|---|---|---|
| Monthly fee | CAD$24,000 + HST (Apr–Jun 2025); CAD$8,000 + HST thereafter | CAD$12,000 + HST |
| Termination | Not specified beyond ongoing monthly engagement | If terminated by Company, CAD$90,000 payment |
| Change-of-control | 12× monthly fee; +3 months per full year; capped at 18 months (single-trigger) | ≥ CAD$200,000 (single-trigger) |
| Ownership/Control | CEO wholly owns and controls Brie | CEO is director and controlling shareholder of Nemo |
Investment Implications
- Compensation alignment: CEO pay is structured as fixed consulting retainer via a controlled entity with single-trigger CoC payouts and no disclosed performance metrics, increasing agency risk and weakening pay-for-performance signals .
- Governance and conflicts: No compensation/nominating committees, CEO serves on Board and controls counterparties (Brie, Nemo) with guaranteed payments on termination/CoC—material related-party and oversight risks .
- Equity and selling pressure: Options across the company are fully exercisable, including recent issuances, and CEO-affiliated entity acquired 1,440,000 units—monitor for liquidity events and Form 4 activity around vesting/exercise given immediate exercisability .
- Alignment safeguards: Absence of hedging prohibitions is a red flag; consider engagement on adding clawbacks and hedging/pledging restrictions, and moving to double-trigger CoC provisions .
Notes:
- Corporate records reflect Kushner’s appointment and certifications on Aug 29, 2025, as CEO & Director .
- Audit Committee composition (only standing committee) underscores need for enhanced governance framework as company scales .