Richard Williams
About Richard Williams
Richard Williams is Executive Chairman and Director of Bunker Hill Mining Corp., age 58, first appointed March 27, 2020 . He previously served as Chief Operating Officer at Barrick (2015–2018), Executive Envoy to Tanzania (2017–2018), CEO of Afghan Gold and Minerals Company (2010–2014), and Commanding Officer of the British Army’s Special Forces Regiment (SAS); he holds an MBA (Cranfield), BSc in Economics (UCL), and MA in Security Studies (King’s College London) . Company pay-versus-performance metrics show Total Shareholder Return values of 100 (2022 baseline), 65 (2023), and 91 (2024), alongside net income/loss of $1,152k (2022), $(12,877)k (2023), and $(29,152)k (2024) . He beneficially owned 7,411,676 shares (including 797,387 warrants) as of October 17, 2025, representing less than 1% of the class based on 1,365,378,897 shares outstanding .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Barrick Gold Corp. | Chief Operating Officer | 2015–2018 | Senior operations leadership; also Executive Envoy to Tanzania (2017–2018) |
| Afghan Gold and Minerals Company | Chief Executive Officer | 2010–2014 | Led company amid complex operational/political context |
| British Army (SAS) | Commanding Officer, Special Forces Regiment | Prior to commercial mining career | Senior leadership in demanding environments |
| Bunker Hill Mining Corp. | Executive Chairman | 2020–present | Board leadership and governance oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Trevali Mining Corporation | Non-Executive Director | 2019–2022 | Board service in zinc mining |
| Gem Diamonds Limited | Non-Executive Director | 2007–2015 | Board service in diamond mining |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $240,000 | $300,000 |
| Target STIP (% of base) | 100% | 100% |
| Actual STIP Paid ($) | $127,152 | $103,530 |
| Stock Awards (Grant Date Fair Value, $) | $433,765 | $208,328 |
| Option Awards ($) | $0 | $0 |
| Total Compensation ($) | $800,917 | $596,858 |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| STIP (Company Scorecard) | Not disclosed | 100% of base salary | 34 | Included in total payout | Cash (paid) |
| STIP (Individual Scorecard) | Not disclosed | 100% of base salary | 36 | Included in total payout | Cash (paid) |
| STIP (Combined Score after multipliers) | Not disclosed | 100% of base salary | 35 | $103,530 | Cash (paid) |
Long-Term Incentive Plan (LTIP) – RSUs
| Grant | Grant date | Number of RSUs | Grant price | Vesting schedule | Notes |
|---|---|---|---|---|---|
| 2024 LTIP | Mar 13, 2024 | 2,556,566 | $0.08 | 1/3 on Mar 13, 2025; 1/3 on Mar 13, 2026; 1/3 on Mar 13, 2027 | Calculated using C$0.11, converted to US$; fair value $189,600 |
| 2023 LTIP | Mar 31, 2023 | 1,588,800 | Not disclosed | 1/3 on Mar 31, 2024; 1/3 on Mar 31, 2025; 1/3 on Mar 31, 2026 | |
| 2023 RSU grant | 2023 | 894,199 | Not disclosed | Vested immediately in 2023 | |
| Other outstanding RSUs at 12/31/2024 | Various | 370,252; 1,059,200; 2,556,566 | N/A | 370,252 vested on Mar 31, 2025; 1,059,200: half vested Mar 31, 2025, half vests Mar 31, 2026; 2,556,566: 1/3 vested Mar 13, 2025; remaining on Mar 13, 2026 and Mar 13, 2027 | Market/payout values shown using C$0.155 close on TSXV at 12/31/2024 |
Stock Options
| Metric | Detail |
|---|---|
| Options outstanding (exercisable) at 12/31/2024 | 3,957,659 at C$0.55, expiring 4/20/2025 |
| In/Out of the Money Status at 12/31/2024 | Out-of-the-money based on TSXV close of C$0.155 vs strike C$0.55 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Oct 17, 2025) | 7,411,676 shares, incl. 797,387 warrants exercisable within 60 days |
| Percent of class | <1% of 1,365,378,897 shares outstanding |
| Stock ownership guidelines | Executive Chairman required ≥3x salary; compliance required by 2027 |
| Compliance status (as of 12/31/2024) | Met: Ownership value $909,160 vs requirement $900,000 |
| Unvested RSUs (12/31/2024) | 370,252; 1,059,200; 2,556,566, with schedules noted above |
| Pledging/Hedging | Not disclosed in cited materials; no pledging disclosure found |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Williams has an employment agreement providing compensation/benefits and severance; clauses apply upon change of control |
| Severance (Change of Control) | Double-trigger: if terminated without cause or resigns for good reason within 12 months of CoC, lump-sum equal to 24 months base salary; all awards fully vest with restrictions lapsed |
| Award acceleration on CoC (plan) | All outstanding RSUs deemed vested immediately prior to CoC, subject to stock exchange approval |
| Clawback/Forfeiture (plan) | Company may cause forfeiture/annul awards for cause or specified breaches (e.g., non-compete/non-solicit/confidentiality violations) per Award Agreement; 30-day annulment if terminated for Cause |
Board Governance
- Role and independence: Williams serves as Executive Chairman and Director (not independent by definition), first became director March 27, 2020 .
- Committee landscape:
- Audit Committee chaired by Pamela Saxton; responsibilities include auditor oversight, internal controls, compliance, cybersecurity .
- Compensation Committee chaired by Mark Cruise; sets compensation philosophy, CEO/Executive Chairman compensation recommendations, approves equity awards .
- Corporate Governance & Nominating Committee chaired by Kelli Kast; board effectiveness, composition, succession, D&O insurance, conflicts oversight .
- Lead Independent Director: Mark Cruise designated as Lead Independent Director following the 2025 meeting .
- Executive sessions frequency: Not disclosed in cited materials.
- Board operating cadence: Weekly Business Plan Review (BPR) updates from CEO to Board via video for governance and risk updates .
- Dual-role implications: As Executive Chairman and director, Williams’ compensation is reviewed by independent directors through the Compensation Committee, with Lead Independent Director input, mitigating independence concerns .
Say-on-Pay and Shareholder Votes (2025 AGM)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 350,589,227 | 5,164,735 | 626,507 | 82,913,004 |
| RSU Plan (amended & restated) | 339,213,591 | 16,402,483 | 764,395 | 82,913,004 |
| Stock Option Plan (rolling) | 351,079,322 | 4,644,044 | 657,103 | 82,913,004 |
| Director elections (Williams) | 355,158,060 For; 1,222,409 Withheld; 82,913,004 Broker Non-Votes |
Related Party Transactions
- In 2024 Williams (Director and Executive Chairman) billed $412,152 for wages and bonus; $nil owed at year-end (vs $67,800 owed at 12/31/2023) .
- RSUs issued to Williams: 2,556,566 in 2024 (three-year vest); 1,588,800 in 2023 (three-year vest); 894,199 in 2023 (immediate vest) .
Performance & Track Record
| Year | TSR (Value of $100 initial investment) | Net Income/Loss ($ thousands) |
|---|---|---|
| 2022 | 100 | 1,152 |
| 2023 | 65 | (12,877) |
| 2024 | 91 | (29,152) |
- Major governance/process achievement: formalization of weekly BPR updates to Board, enhancing oversight and risk management .
- Industry recognition and background: Experienced mining executive with transformational leadership track record; extensive senior roles at Barrick and prior military command .
Compensation Structure Analysis
- Shift in cash vs equity: Base salary increased from $240k (2023) to $300k (2024) following peer benchmarking and performance, while stock award fair value declined from $433,765 (2023) to $208,328 (2024) .
- STIP mechanics: Target 100% of salary; 2024 combined score of 35 resulted in $103,530 payout; STIP targets kept flat year over year .
- Equity mix: RSUs are primary LTIP vehicle; outstanding options are out-of-the-money at 12/31/2024 (C$0.155 vs strike C$0.55), reducing near-term option exercise incentives .
- Change-of-control structure: Double-trigger severance of 24 months base salary plus full award acceleration may create elevated payout sensitivity in strategic events .
Equity Ownership & Alignment Details
| Component | 12/31/2024 | Notes |
|---|---|---|
| Shares owned (example reference date) | 4,453,916 common shares (as part of ownership guideline assessment) | Valuation based on C$0.155 close for guideline calculation |
| RSUs held (for guideline) | 3,986,018 RSUs counted toward guideline | |
| Ownership guideline requirement | $900,000 (3x salary) | Met with $909,160 value |
| Beneficial ownership (10/17/2025) | 7,411,676 shares including 797,387 warrants | <1% of class |
Employment Terms (Detailed)
| Scenario | Severance | Equity Treatment | Trigger |
|---|---|---|---|
| Termination without cause or resign for good reason within 12 months of Change of Control | Lump sum = 24 months base salary | All awards deemed vested; restrictions lapse; awards issued/delivered | Double-trigger (CoC + qualifying termination) |
Board Service History and Committee Roles
- Director since March 27, 2020; current role Executive Chairman (non-independent) .
- Committee oversight of his compensation: Compensation Committee reviews Executive Chairman compensation; CEO evaluation provided by Executive Chairman with Lead Independent Director input, reinforcing independent oversight .
- Board leadership structure: Lead Independent Director role (Mark Cruise) designated to balance Executive Chair’s dual role; Audit and CG&N committees chaired by independent directors, with mandates covering governance, risk, and compensation policies .
Investment Implications
- Alignment and retention: Multi-year RSU vesting through March 2027 and ownership guideline compliance indicate meaningful alignment and retention incentives; scheduled vesting dates (Mar 13 and Mar 31 in 2026–2027) may create periodic selling pressure windows, although options are currently out-of-the-money at 12/31/2024, reducing optionality-related supply .
- Pay-for-performance: STIP outcomes reflect structured scorecard assessment (combined score 35 → $103,530 payout), while equity awards are time-based RSUs rather than performance-based PSUs, indicating moderate performance linkage with heavier time-based retention .
- Event risk: Double-trigger CoC severance of 2x salary plus full acceleration of awards could elevate transaction-related payout risk; investors should monitor potential strategic events and related governance safeguards .
- Governance quality: Presence of a Lead Independent Director and independent chairs for key committees provides oversight balance to the Executive Chair model; strong say-on-pay support in 2025 suggests shareholder acceptance of current structures .