Pamela Saxton

About Pamela Saxton

Pamela Saxton (age 72) is an independent director of Bunker Hill Mining Corp. (BHLL) who first joined the Board on October 30, 2020. A seasoned mining finance executive and audit chair, she previously served as EVP & CFO at Thompson Creek Metals and CFO at NewWest Gold after beginning her career as an auditor at Arthur Andersen; she holds a B.S. in Accounting from the University of Colorado . As of August 22, 2025, her beneficial ownership is 362,968 BHLL common shares (<1% of outstanding) .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; member of Corporate Governance & Nominating Committee; Compensation Committee member (with plan for Kelli Kast to replace Dickson Hall post-meeting) .
• Independence: The Board expects 3 of 5 nominees to be independent post-meeting, including Saxton; non-management directors hold sessions without management .
• Attendance and engagement: In 2024, the Board held 4 meetings; Audit Committee 4; CG&N Committee 4; Compensation Committee 1. All directors attended ≥75% of Board and committee meetings; 30% attended the annual meeting, indicating room to improve shareholder-facing engagement .
• Leadership structure: Separate Executive Chairman and CEO; Mark Cruise designated Lead Independent Director following the meeting .
• Operating cadence: Weekly Business Plan Review (BPR) updates by video conference ensure ongoing Board visibility into risk and progress .

Fixed Compensation

Notes:

• DSUs for Saxton and several directors used a C$0.125 share price on grant and vested on April 1, 2024, consistent with disclosure .

Performance Compensation

Additional policy signals:

• RSU Plan allows full vesting on Change of Control; outside directors may elect vest schedules at grant; minimum 1-year vesting for Service Providers; no IR participants eligible .
• Option Plan is rolling (10% of outstanding shares) with TSXV constraints; non-employee directors’ annual equity awards limited as above .

Other Directorships & Interlocks

No material related-party transactions were disclosed for BHLL in 2024 that involved directors or 5%+ holders .

Expertise & Qualifications

• Designation and skills: Audit chair experience; mining finance and accounting expertise; “financially literate” under NI 52-110; Audit Committee Charter requires an Audit Committee Financial Expert as Chair, consistent with Saxton’s profile .
• Education: B.S. (Accounting), University of Colorado .
• Industry experience: Senior finance leadership across U.S. mining companies; extensive board audit oversight in mining .

Equity Ownership

Policies:

• BHLL prohibits directors/officers from hedging or derivative transactions in company stock; disclosure policy and independent director sessions support governance integrity .

Insider Trades

• SEC Section 16 reporting does not apply because BHLL has no class of equity registered under Section 12 of the Exchange Act; as such, insiders are not required to file Forms 3/4/5 with the SEC. Beneficial ownership disclosures rely on Canadian SEDI and individual furnished information .
• No pledging was disclosed; hedging/derivatives are prohibited by policy .

Governance Assessment

• Strengths:

  • Independent Audit Chair with deep mining CFO and audit experience; Audit Committee members are independent and financially literate under NI 52-110, with Saxton as Chair .
  • Clear constraints on director equity awards, TSXV-aligned security-based compensation limits, and anti-hedging policy enhance alignment and control risk .
  • Regular non-management sessions and weekly BPR cadence indicate ongoing Board oversight and engagement .

• Watch items / RED FLAGS:

  • Only 30% of directors attended last year’s annual meeting; investor-facing engagement could improve, especially during capital restructuring and project delays .
  • Change-of-control provisions trigger accelerated vesting for RSUs/DSUs (including for directors); while standard in Canada, it can reduce at-risk duration during pivotal events—worth monitoring in a strategic process .
  • Interlock with Rare Element Resources through Saxton and Kast warrants monitoring for any transactions or shared services; BHLL disclosed no related-party deals in 2024, but ongoing vigilance is prudent .

• Independence and conflicts:

  • Saxton is independent under NI 58-101; no indebtedness to BHLL and no material related-party transactions reported for 2024; no penalties or sanctions disclosed for nominees .

• Compensation alignment:

  • 2024 director compensation split between cash ($41,299 for Saxton) and DSUs ($43,922 grant-date fair value); policy caps on equity awards limit pay inflation and option-heavy structures .
  • DSUs promote ownership alignment; Saxton held 908,699 DSUs at year-end 2024; hedging ban supports long-term alignment .