Beverley Lepine
AMRKAbout Beverley Lepine
Beverley Lepine (age 73) has been an independent director of A‑Mark Precious Metals since 2015. She is a CPA (1978) with a BBA from Bishop’s University (1974) and holds the ICD.D director credential (2011). She retired from the Royal Canadian Mint after 27 years, where she served as COO, CFO and VP Manufacturing; earlier roles included the Government of Canada’s Treasury Board Secretariat and Via Rail (1980–1987) and Clarkson Gordon (now EY) (1974–1980) . The Board classifies her as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Canadian Mint (Canada) | Chief Operating Officer; previously CFO; VP Manufacturing | 27 years (dates not specified) | Senior operations/finance leadership in minting and coinage industries |
| Treasury Board Secretariat (Gov’t of Canada); Via Rail Canada | Finance/administration roles | 1980–1987 | Public-sector finance/oversight experience |
| Clarkson Gordon (now EY) | Auditor; earned CPA | 1974–1980 | Professional accounting foundation (CPA 1978) |
| Bruyère Continuing Care (Ottawa) | Board Chair | 2008–2010 | Health system governance leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Pallium Canada | Former Board member | Prior | Non‑profit/healthcare sector governance |
| Public company boards (current) | — | None disclosed | No current public company directorships disclosed in AMRK proxy |
Board Governance
- Independence: Board deems Lepine independent; only Roberts, Meltzer, and Wittmeyer are non‑independent .
- Committees (FY2025): Audit Committee Chair; Nominating & Corporate Governance Committee member; Audit members: Lepine (Chair), Landau, Ravich, Saville; Nominating members: Sanchez (Chair), Lepine, Moorhead, Ravich .
- Financial expert: Lepine qualifies as an “audit committee financial expert” under SEC/Nasdaq rules .
- Attendance: Board met 10 times in FY2025; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Shareholder voting (Nov 12, 2025): Re‑elected with 14,487,735 For / 260,887 Withheld (98.23% of votes cast; 2,828,776 broker non‑votes) .
- Say‑on‑pay results: 76.44% support in 2025 (11,245,184 For / 3,466,773 Against / 36,665 Abstain; 2,828,776 broker non‑votes) and 77.9% approval at 2024 Annual Meeting per proxy CD&A .
Fixed Compensation
| Component | FY2024 Policy/Standard | FY2025 Paid to Lepine | Notes |
|---|---|---|---|
| Annual cash retainer (Director) | $60,000 (Chairman $120,000) | — | Policy baseline |
| Committee Chair retainers | Audit Chair $10,000; Comp Chair $10,000; Nominating Chair $5,000 | — | Lepine is Audit Chair |
| Committee member retainers | $5,000 (Audit/Comp members) | — | Nominating membership has no member retainer |
| Meeting fees | None | — | — |
| Special committee fees (SGI deal) | Not standard; Board may approve special compensation | $150,000 (member $100,000 + Chair premium $50,000) | Lepine chaired the Special Committee |
| Total cash fees – FY2024 | $70,000 (retainer + Audit Chair) | $70,000 | Confirms baseline absent special work |
| Total cash fees – FY2025 | — | $225,000 | Driven by SGI Special Committee compensation |
Performance Compensation
| Equity vehicle | Annual grant (standard) | Lepine FY2025 position | Vesting/settlement |
|---|---|---|---|
| RSUs (non‑employee directors) | $60,000 in RSUs at Annual Meeting (Chairman $120,000); e.g., 1,983 RSUs per director at 2024 AGM; one‑year cliff vest; dividend equivalents accrue; directors may defer settlement (Canada‑taxed DSUs settle at retirement/termination) | Unvested RSUs at 6/30/2025: 2,034 units (reflects 2024 grant plus dividend equivalents) | Vest one year from grant; Lepine historically defers settlement post‑vesting per footnotes |
No performance-based metrics apply to director equity; RSUs are time-based and intended to align directors with shareholders .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Lepine in AMRK proxy |
| Interlocks/conflicts | In FY2025, A‑Mark acquired Spectrum Group International (SGI), where AMRK CEO and other insiders held interests; a Special Committee of independent directors negotiated and recommended the deal. Lepine chaired this Special Committee, providing an independence safeguard . |
Expertise & Qualifications
- CPA (1978), ICD.D (2011); deep financial, audit and manufacturing/operations expertise from the Royal Canadian Mint; recognized as AMRK’s Audit Committee financial expert .
- Sector knowledge: global minting/coinage industries; enhances oversight of A‑Mark’s precious metals operations .
Equity Ownership
| Metric | Sep 19, 2024 | Sep 18, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 10,596 | 12,940 |
| Ownership (% of outstanding) | <1% | <1% |
| RSUs included (by footnote) | 10,096 RSUs (7,737 vested and non‑forfeitable; 2,359 vest Nov 15, 2024; settlement deferred) | 12,440 RSUs (10,406 vested and non‑forfeitable; 2,034 vest Nov 13, 2025; settlement deferred) |
| Options | None disclosed for Lepine | None disclosed for Lepine |
| Pledged shares | No pledging disclosed for Lepine in beneficial ownership tables |
Governance Assessment
-
Strengths
- Independent Audit Chair with CPA/ICD.D credentials and SEC “financial expert” designation; strong fit for AMRK’s risk profile .
- Chaired the Special Committee for SGI acquisition, addressing significant related‑party conflicts; committee structure and disclosure indicate enhanced process integrity .
- Ownership alignment via recurring RSU grants and substantial vested-but-deferred RSUs; hedging prohibited by policy; robust clawback regime in place .
- High shareholder support in 2025 director election (98.23% for Lepine) .
-
Watch items / potential red flags
- Say‑on‑pay support declined to 76.44% in 2025 (from 77.9% in 2024 and much higher in earlier years), signaling some investor concern on pay practices; merits continued engagement by Compensation and Audit Chairs .
- Extensive related‑party backdrop around SGI/Stack’s Bowers; while managed through independent processes and special committee, continued rigorous oversight and transparent reporting remain critical .
-
Attendance and engagement
- Meets attendance expectations (≥75% at Board/committees in FY2025); all directors attended the 2024 Annual Meeting .
-
Compensation alignment
- Director cash retainer and RSU mix is standard; FY2025 cash spike to $225,000 reflects time‑bound special committee workload (member $100k + Chair $50k), not a structural increase, which is appropriate for a conflict‑sensitive transaction .
Related-Party Transactions and Policies
- SGI acquisition: Special Committee of independent directors (chaired by Lepine) negotiated; transaction involved insiders (CEO, General Counsel, Chairman, principal shareholder) with detailed disclosures of consideration and indemnification holdbacks .
- Ongoing policy: Related‑person transaction policy requires Audit Committee approval; interested directors recuse; hedging prohibited for directors; clawback policies adopted (SEC/Nasdaq compliant) .
- No Lepine‑specific related‑party transactions disclosed .
Director Compensation (Detail)
| Item (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $225,000 (includes Special Committee Chair $150,000) |
| Stock Awards (grant-date fair value) | $59,956 |
| Options | $0 |
| Total | $284,956 |
| Item (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $70,000 |
| Stock Awards (grant-date fair value) | $59,993 |
| Options | $0 |
| Total | $129,993 |
Director equity program: $60,000 RSUs annually at the AGM; one‑year vest; dividend equivalents accrue; directors may elect deferral (Canada‑taxed awards settle at retirement/termination) .
Policies and Shareholder Feedback
- Hedging policy: Directors are prohibited from short selling or buying exchange‑traded puts/calls on AMRK stock .
- Clawback: Strong recoupment policy for incentive compensation following restatements, aligned with Nasdaq rules .
- Say‑on‑pay: 2025 support 76.44% (needs monitoring); 2024 support 77.9% (down from ~98% in prior years), with Committee noting investor sentiment in CD&A .
Summary Implications for Investors
- Lepine’s audit leadership and transaction‑process stewardship (SGI) are positives for board effectiveness and conflict management. Her compensation in FY2025 reflects extraordinary committee work rather than structural inflation, while equity (deferred RSUs) supports alignment. Continued oversight of related‑party exposures and engagement on executive pay trends (given lower say‑on‑pay support) remain focal points .