Mark Cruise

About Mark Cruise

Mark Cruise (age 54) is an independent director of BHLL, a professional geologist with a Ph.D. in Economic Geology and over 27 years of international mining experience; he joined BHLL’s board on June 30, 2022 and is intended to serve as Lead Independent Director following the September 2025 annual meeting . He previously served as CEO of Trevali Mining (2008–2019) and COO/CEO of New Pacific Metals (Oct 2019–Jan 2022), and is a member of the Canadian Institute of Corporate Directors, designated financially literate under NI 52‑110 .

Past Roles

External Roles

Board Governance

• Current BHLL committee roles: Chair of the Compensation Committee; member of the Audit Committee and the Corporate Governance & Nominating (CG&N) Committee .
• Independence: Expected to be independent post‑meeting; 3/5 BHLL directors independent (Cruise, Saxton, Kast) under NI 58‑101 . Audit Committee members, including Cruise, are independent and financially literate under NI 52‑110 .
• Attendance and engagement: In 2024, BHLL held 4 Board, 4 Audit, 2 CGN&C, 4 CG&N, and 1 Compensation meeting; all directors then in office attended at least 75% of the meetings of the Board and committees on which they served .
• Lead Independent Director: Board intends Cruise to become LID following the Sept 18, 2025 meeting (elections confirmed Sept 23, 2025 8‑K) .
• Non‑management executive sessions: BHLL holds regular sessions without management; any director may call a Board meeting .
• Related‑party oversight: Audit Committee charter requires review/pre‑approval of related‑party transactions and conflict situations .
• Insider trading policy: Prohibits hedging and derivative transactions by directors and officers .

Fixed Compensation

• BHLL 2024 director cash retainer framework (USD):
  • Lead Independent Director: $56,100; Board Member: $35,200; Audit Chair: $8,250; Governance & Nominating Chair: $8,250 .

• DSU grant specifics:
  • 2023 DSU grant: calculated at C$0.23; vests July 4, 2024 .
  • 2024 DSU grant: calculated at C$0.125; vested April 1, 2024 .
• Insurance/perquisites: D&O insurance of C$15,000,000 with $70,000 premium and deductibles; no director pension/bonus plans beyond equity programs; reimbursement of reasonable expenses .

Performance Compensation

• Structure: BHLL directors receive equity via DSUs; proxy does not disclose performance‑conditioned equity for non‑employee directors in 2023–2024 .
• Company‑wide RSU Plan (noted for executives/employees; directors are eligible but DSUs are primary vehicle):
  • Performance goals available include TSR, net income, EBITDA, operating margin, EPS, ROE, ROIC, leverage, revenue, free cash flow; goals set per Award Agreement and must be “substantially uncertain” .
  • RSU Plan vesting normally ≥1 year; all RSUs accelerate and vest immediately upon Change of Control .
  • Clawback/recoupment: Award Agreements may require forfeiture of gains for violations (e.g., non‑compete, confidentiality) .

Other Directorships & Interlocks

• BHLL disclosure: No material related‑party transactions involving directors during 2024 or YTD 2025 above SEC/TSXV thresholds .

Expertise & Qualifications

• Ph.D. in Economic Geology; Canadian Institute of Corporate Directors membership .
• 27+ years across exploration, development, and operating roles; former CEO of Trevali; prior specialist roles at Anglo American .
• Financial literacy designation under NI 52‑110; Audit Committee experience .

Equity Ownership

• DSUs: 1,061,134 outstanding as of Dec 31, 2024 .
• Hedging/Pledging: Hedging prohibited by BHLL policy; no pledging disclosures noted .

Governance Assessment

• Strengths:

  • Independent governance: Chair of Compensation Committee; independent, financially literate Audit Committee member; intended Lead Independent Director appointment enhances board oversight .
  • Engagement: ≥75% attendance across board/committee meetings in 2024; regular non‑management sessions and weekly BPR access increase director visibility into operations .
  • Ownership alignment: Meaningful DSU accumulation (1.06M) and direct holdings; equity retainer structure supports alignment .
  • Compensation oversight: Independent consultant (GGA) engaged; compensation charters emphasize risk review and shareholder feedback .

• Watch items / RED FLAGS:

  • Section 16 filing timeliness: BHLL disclosed Cruise failed to timely file certain Form 4s related to special warrant/warrant transactions—administrative compliance risk that can affect investor confidence .
  • RSU acceleration on Change of Control: Plan provides immediate vesting; while common, it reduces at‑risk alignment during control events for RSU recipients (primarily executives) .
  • Say‑on‑pay sensitivity: 2025 AGM “say‑on‑pay” passed but with ~1.44% “Against”; continued monitoring of shareholder feedback recommended (For: 350,589,227; Against: 5,164,735; Abstain: 626,507; Broker non‑votes: 82,913,004) .

• 2024→2024 director pay trend (Cruise): Fees increased modestly; share‑based awards decreased; overall total down—signals tighter equity usage or grant timing changes:

  • 2023 total $96,343 → 2024 total $78,107 .

Overall, Cruise’s governance profile—independence, committee leadership, sector operating depth, and equity alignment—supports board effectiveness; attention to Section 16 compliance hygiene and transparent communication around equity plan accelerators will further bolster investor confidence .

Appendix: AGM and Committee Context

• 2025 AGM outcomes: Directors re‑elected; RSU Plan (fixed 92,699,433 shares = 10% of O/S) and rolling Option Plan approved; auditor ratified .
• Compensation Committee charter duties include CEO/Chair goals, executive compensation recommendations, incentive plan oversight, risk implications, and shareholder feedback consideration .