Tyler Minnick
About Tyler Minnick
Tyler Minnick, CPA, age 54, has served as Athena Gold Corporation’s Chief Financial Officer since May 1, 2021 on a part‑time basis; he has worked in the mining industry since 2011 and is a Certified Public Accountant (1993) . He operates under a consulting agreement through Tyler J. Minnick, CPA LLC and is paid $90 per hour for CFO services; no separate employment agreement, severance, or change‑of‑control contract is disclosed for him . Effective April 1, 2024, he was appointed interim CFO of Augusta Gold Corp. and Titan Mining Corporation, and since December 2018 he has practiced with Grand Mesa CPAs, LLC .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grand Mesa CPAs, LLC | Certified Public Accountant | Dec 2018–present | External accounting practice supporting mining and other clients |
| Augusta Gold Corp. (formerly Bullfrog Gold Corp.) | Chief Financial Officer | 2011–Oct 2020 | CFO role in gold mining; ongoing industry experience |
| Bowie Resources, LLC | Financial Reporting Manager | May 2018–Sep 2018 | Financial reporting responsibilities |
| Grand Junction Regional Airport Authority | Director of Finance & Administration | Sep 2014–May 2018 | Finance and administration leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Augusta Gold Corp. | Interim Chief Financial Officer | Apr 1, 2024 | Interim appointment concurrent with AHNR CFO duties |
| Titan Mining Corporation | Interim Chief Financial Officer | Apr 1, 2024 | Interim appointment concurrent with AHNR CFO duties |
| Grand Mesa CPAs, LLC | CPA | Dec 2018 | Active CPA practice |
Fixed Compensation
| Metric ($USD) | 2023 | 2024 |
|---|---|---|
| Salary | $0 | $0 |
| Bonus | $0 | $0 |
| Stock Awards | $0 | $4,000 |
| Option Awards | $0 | $0 |
| Non‑Equity Incentive Plan Compensation | $0 | $0 |
| All Other Compensation (consulting fees) | $28,033 | $36,810 |
| Total Compensation | $28,033 | $40,810 |
- Consulting arrangement and rate: paid $90 per hour via Tyler J. Minnick, CPA LLC .
- Additional SBC disclosure: on June 7, 2024, the company issued an aggregate of 600,000 shares to two independent directors and the CFO as compensation, resulting in $24,000 SBC expense for 9M’24 (individual allocations not broken out) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout ($) 2023 | Payout ($) 2024 | Vesting |
|---|---|---|---|---|---|---|
| Non‑Equity Incentive Plan | N/A | N/A | N/A | $0 | $0 | N/A |
| PSUs/Performance Stock | Not disclosed | — | — | — | — | — |
| Performance Metrics (revenue, EBITDA, TSR) | Not disclosed | — | — | — | — | — |
- No formulaic performance metrics tied to Minnick’s compensation are disclosed; RSUs under the Deferred Compensation Plan vest as determined by the Board, but no Minnick‑specific RSU awards/vesting are detailed .
Equity Ownership & Alignment
| Ownership Item | Amount | Detail |
|---|---|---|
| Common Shares Held Directly | 425,000 | Direct ownership as of record date |
| Options Exercisable | 250,000 | Vested, $0.06 strike, expiring Oct 12, 2032 |
| Total Beneficial Ownership | 675,000 | Shares plus options exercisable within 60 days |
| Ownership % of Shares Outstanding | 0.3% | Based on 194,803,633 shares outstanding at record date |
| Unexercisable Options | 0 | Fully vested per Outstanding Awards table |
| RSUs/Unvested Stock | Not disclosed | No unvested units listed for Minnick |
| Shares Pledged as Collateral | None disclosed | Company notes no knowledge of pledges that may result in change in control; RSUs cannot be pledged under Deferred Compensation Plan |
| Stock Ownership Guidelines | Not disclosed | No guideline or compliance status disclosed |
Option Award Details (Minnick)
| Options (#) | Strike Price | Expiration | Vesting Status |
|---|---|---|---|
| 250,000 | $0.06 | Oct 12, 2032 | Exercisable; no unexercisable balance |
Equity Plan Capacity
- Equity Incentive Plan authorized 10,000,000 shares; 5,230,000 issued/outstanding and 4,770,000 unallocated/available as of record date; Minnick holds 250,000 options at $0.06 expiring Oct 12, 2032 .
Employment Terms
| Term | Disclosure |
|---|---|
| Agreement Type | Consulting agreement with Tyler J. Minnick, CPA LLC (dated May 6, 2021); part‑time CFO services |
| Compensation Rate | $90/hour |
| Term Length/Expiration | Not disclosed beyond consulting framework |
| Auto‑Renewal | Not disclosed for Minnick’s consulting agreement |
| Severance Provisions | Not disclosed; company states no written employment agreements other than consulting agreements |
| Change‑of‑Control Terms | Not disclosed for Minnick; plan of merger converts equity awards one‑for‑one with no stated acceleration |
| Non‑Compete/Non‑Solicit | Not disclosed |
| Clawback Provisions | Not disclosed |
| Deferred Compensation Elections | Plan exists; Minnick‑specific elections not disclosed |
Additional Governance and Trading Considerations
- Upon completion of the continuation to British Columbia, insiders will be exempt from Section 16(a) reporting and the “short‑swing” profit rule under Section 16(b); Regulation FD would no longer apply, potentially reducing U.S. shareholder protections against selective disclosure and insider trading constraints relative to U.S. rules .
- Advisory “Say‑on‑Pay” vote for NEO compensation is included on the proxy agenda; frequency vote also proposed (no results disclosed yet) .
Investment Implications
- Pay mix and alignment: Minnick’s compensation is primarily consulting fees ($36,810 in 2024 vs $28,033 in 2023) with minimal equity compensation ($4,000 stock award in 2024), and a modest personal stake (0.3% ownership counting exercisable options), suggesting limited direct pay‑for‑performance linkage and lower equity alignment relative to typical senior executives .
- Equity overhang and incentives: He holds 250,000 fully‑vested options at $0.06 expiring in 2032, offering long‑dated upside optionality; company maintains significant remaining capacity under the Equity Incentive Plan (4.77 million shares), indicating potential for future grants but with dilution risk to shareholders .
- Retention and severance risk: Absence of a traditional employment agreement, severance, or change‑of‑control protection for Minnick indicates flexibility for the company but may increase retention risk in adverse scenarios or during corporate transitions; his concurrent interim CFO roles at Augusta Gold and Titan Mining could present bandwidth/execution risk, though these roles also reflect domain expertise across mining finance .
- Trading and governance environment shift: Post‑continuation exemption from U.S. Section 16 and Regulation FD may reduce constraints on insider trading windows and selective disclosure compared to U.S. rules; investors should monitor insider activity and disclosures under Canadian regimes after redomestication .