Kelli Kast

About Kelli Kast

Independent director of Bunker Hill Mining Corp. (BHLL), age 58, appointed to the Board on October 1, 2024; Chair of the Corporate Governance & Nominating Committee and designated to join the Compensation Committee post-2025 annual meeting . Nearly 30 years of in-house legal experience, including 20 years as a senior legal officer in mining; JD (University of South Dakota) and bachelor’s degree (University of Idaho) . Current executive role: Vice President, General Counsel and Chief Administrative Officer at Rare Element Resources Ltd. (since July 2024) .

Past Roles

External Roles

Interlocks: BHLL director Pamela Saxton is also a director of Rare Element Resources Ltd., indicating a network overlap with Kast’s current employer .

Board Governance

• BHLL Board independence: post-2025 meeting, three of five directors will be independent (Cruise, Saxton, Kast) .
• Committee assignments: Chair, Corporate Governance & Nominating (CG&N); intended member of Compensation Committee after the 2025 meeting .
• Attendance: In 2024, all directors then in office attended at least 75% of Board/committee meetings; 30% attended the prior annual stockholder meeting (aggregate, not individual disclosure) .
• Lead Independent Director: Board intends Mark Cruise to serve as Lead Independent Director following the 2025 meeting (not Kast) .
• Insider trading policy: Prohibits hedging/derivative transactions by directors and officers .

Fixed Compensation

Director compensation paid (FY2024):

Performance Compensation

BHLL does not disclose performance-linked pay for non-employee directors; equity grants are typically DSUs with time-based vesting . For context on pay-for-performance governance, BHLL’s executive STIP uses a corporate scorecard to align incentives:

The scorecard features detailed operational, financing, safety, permitting and project milestones; 2024 outcomes indicate execution slippage and financing pressure, which should inform board oversight focus (and director evaluation of incentive calibration) .

Other Directorships & Interlocks

• Kast and Saxton both have/currently hold roles at Rare Element Resources, creating information flow/network interlocks; no related-party transactions are disclosed at BHLL .

Expertise & Qualifications

• Legal/governance: Decades of senior in-house legal roles in mining; expertise in governance, ESG, government affairs .
• Education: JD (University of South Dakota); bachelor’s (University of Idaho) .
• Industry: Mining legal leadership at Coeur Mining during transformational growth; public company executive experience at RER .

Equity Ownership

• No pledging disclosed; company policy prohibits hedging and derivatives for directors .
• DSU Plan allows deferral of cash retainers into DSUs, supporting long-term alignment; DSUs vest per grant terms and redeem upon separation per plan .

Governance Assessment

• Independence & committee leadership: Kast is independent and chairs CG&N—the locus of board effectiveness evaluations, nominations, governance policy, and majority voting policy oversight. Planned addition to the Compensation Committee enhances cross-committee oversight of pay-for-performance and director compensation policy .
• Engagement: Aggregate 2024 attendance thresholds were met (≥75%); however, only 30% of directors attended the prior annual meeting—investors may scrutinize director engagement at stockholder meetings and request improved attendance disclosure by director .
• Compensation mix & alignment: Cash retainer plus DSU equity grants; Kast received a $40,000 sign-on DSU grant vesting in 12 months and holds 337,475 DSUs outstanding—supports skin-in-the-game, though director equity is time-based rather than performance-based, consistent with governance norms .
• Conflicts/related-party exposure: 8-K appointment states no Item 404(a) related-party transactions for Kast; BHLL’s proxy discloses no material transactions involving directors in 2024—low apparent conflict risk. Monitor interlock with RER (given Saxton’s directorship and Kast’s executive role) for any future dealings requiring CG&N or independent committee review .
• Red flags & signals:
  • Equity plan expansion: 2025 proposal increased RSU plan maximum from 33,909,921 to 92,699,433 shares (10% of then outstanding)—a significant increase that raises dilution sensitivity; board communications and CG&N oversight should address rationale and investor protections .
  • Financing stress: 2024 scorecard shows underperformance in financing and project delivery, elevating importance of robust board oversight on capital structure, risk controls, and incentive calibration by the Compensation Committee (which Kast is slated to join) .
  • Hedging prohibition is in place; no pledging disclosed—positive alignment policy .

Director Compensation (Reference Table for BHLL Non-Employee Directors – FY2024)

Board Policy and Shareholder Matters

• Majority voting policy; CG&N evaluates board/committee effectiveness annually .
• Say-on-pay held annually per 2024 stockholder preference; 2025 meeting included say-on-pay proposal .
• No indebtedness of directors/officers; no material related-party transactions in 2024 .

Overall: Kast brings deep governance/legal acumen and now leads BHLL’s CG&N Committee, a critical lever for board effectiveness. Independence status, DSU-based equity, and lack of related-party transactions support alignment. Investors should monitor the sizeable RSU plan expansion for dilution, and look for Compensation Committee (with Kast’s planned participation) to reinforce performance linkage amid project and financing execution challenges .