Sam Ash
About Sam Ash
Sam Ash is President, Chief Executive Officer and Director of Bunker Hill Mining Corp. (BHLL). He has served on the Board since May 14, 2020 and was CEO by at least October 2020 . Age 46; education includes a Masters in Leadership and Strategy from London Business School and a BS in Mining Engineering from the University of Missouri–Rolla . Under his tenure, the company’s “pay versus performance” disclosure shows cumulative TSR value for a hypothetical $100 investment of $100 (2022), $65 (2023) and $91 (2024), alongside GAAP net income/(loss) of $1.15M (2022), $(12.88)M (2023), $(29.15)M (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Barrick Gold Corp. | Partner; GM Lumwana (Zambia); Technical Support Manager, Copper BU; General Support Manager, Cortez; Chief Engineer (UG standards) | 2009–2018 (Partner 2015–2018; Lumwana 2016–2018; Copper BU 2014–2016; Cortez 2012–2014; Chief Engineer 2011–2012) | Led large-scale copper and gold mine operations and technical standards roll-out across U.S. and Tanzania |
| Veris Gold Corp. (formerly Yukon-Nevada Gold) | Manager of New Operations (Jerritt Canyon) | Pre-2009 | Operated restart/optimization initiatives at Jerritt Canyon in Nevada |
| Drummond Company, Inc. | Underground Mine Supervisor | Pre-2009 | Front-line underground operations leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Ash; “Other Public Company Directorships” section lists only other nominees (Cruise, Saxton) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (USD) | $270,000 | $325,000 |
| Target STIP % of salary | 100% (proxy “Target STIP Percentage”) | 100% (proxy “Target STIP Percentage”); proxy also notes approved STIP targets of 60–70% of base for 2024, creating some ambiguity |
| Actual STIP (bonus) paid (USD) | $143,046 | $87,507 |
| Stock awards (grant-date fair value, USD) | $477,376 | $234,369 |
| Total compensation (USD) | $890,422 | $633,126 |
Performance Compensation
Short-Term Incentive (STIP) – 2024 Structure and Outcome
- Design: Corporate scorecard (70% weight) + individual scorecard (30% weight) for CEO; target STIP percentage listed as 100% of salary; Board also cites 60–70% targets for 2024 .
- CEO scores: Company score 34; Individual score 10; Combined 27; STIP payout $87,507 .
| Metric/Category (weight) | Target | Actual/result | Payout impact |
|---|---|---|---|
| Health & Safety TRIF (3% of scorecard) | 0 LTI, 1 RI, <25% SS citations | Maximum TRIF performance achieved | Contributed 4.5% out of 15% in Sustainability & Impact |
| Health & Safety FRCS (2%) | Design and roll out FRCS for top 10 fatal risks | FRCS designed; not all top 10 measures rolled out | 1% contribution |
| Environment & Permitting (10%) | Maintain obligations; secure water discharge permit or CTP lease/buy; secure construction/operating permits | No modified EPA agreement by EOY; final construction permit pending | 2.5% contribution |
| Project Delivery (40%) – Engineering studies (5%) | Final engineering (90%) Process/Tailings by H1; paste plant in Q3 | Max performance >10% under budget | 5% contribution |
| Project Delivery – Process Plant & Yard (20%) | Complete plant and 75% tailings filtration/TSF by EOY; move/upgrade offices | Delays: plant to H2’25; filter plant to Q1’26; offices moved on time/budget | 5% contribution |
| Underground Development (7.5%) | Secondary development ready by Q4 | UTZ ready; Level 8 access delayed to Q2’25 | 2% contribution |
| Wardner Base (5%) | Teck offtake by H1 | Surface facilities optimized; paste plant delayed to H2’25 | 2% contribution |
| Balance Sheet & Financing (30%) | Refinance $21M Sprott (20%); raise $5–10M (5%); refinance surety bonds (5%) | Sprott refi not achieved in 2024; funds raised but high cost; EXIM LOI; surety refi released $2M | 7% out of 30% |
| Org/Culture (10%) | Enhance IR/Legal; upgrade ERP/Risk/IT; achieve ESG targets | Partial progress; Digbee “A Grade” achieved | 4.5% out of 10% |
| Growth (5%) | Resource/reserve update enabling >0.5Mt increase | Not achieved in 2024 | 0% |
| CEO combined score and payout | — | Company 34; Individual 10; Combined 27 | $87,507 STIP |
Long-Term Incentive (LTIP) – 2024 and Outstanding Awards
| Grant/award | Shares/units | Grant price | Vesting | Market/payout value at 12/31/24 |
|---|---|---|---|---|
| 2024 RSUs (LTIP target ~79% of salary) | 2,876,137 | $0.08 (C$0.11) | 1/3 on Mar 13, 2025; 1/3 on Mar 13, 2026; 1/3 on Mar 13, 2027 | $309,821 |
| 2023 RSUs (July 2023) | 1,191,600 | — | 1/2 on Mar 31, 2025; 1/2 on Mar 31, 2026 | $128,361 |
| 2023 RSUs (fully vested at grant in June 2023) | — | — | Fully vested at grant (per PVP recon) | Included in PVP reconciliation |
| Earlier RSUs | 416,533 | — | Vested Mar 31, 2025 | $44,869 |
| Options outstanding (12/31/24) | 0 exercised/unexercised for Ash | — | — | — |
Vesting cadence adjustments and incremental grants:
- RSU vesting for an aggregate 3,891,096 RSUs (granted Nov 2022, Jul 2023, Mar 2024) was shifted to June 1, 2025 for the final tranche, from May 1, 2025; first two increments (Nov 2022 grant) vested Mar 31, 2023 and Mar 31, 2024 .
- On Oct 14, 2025, the Board granted an aggregate 3,980,071 RSUs to certain directors and officers vesting 1/3 on Oct 14, 2025, 1/3 on Jun 30, 2026, 1/3 on Jun 30, 2027 at C$0.215; also 626,593 options to a certain officer (10/14/2030 expiry; C$0.215 exercise; staged vest over 2026–2028). Individual recipients not named in the release .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common) | 3,763,210 shares |
| Warrants exercisable within 60 days | 286,003 shares |
| RSUs convertible within 60 days | 1,971,045 shares |
| Total beneficial ownership (SEC Rule 13d-3) | 6,020,258 shares |
| Ownership as % of shares outstanding | <1.0% (926,994,336 shares outstanding as of Aug 22, 2025) |
| Executive ownership guideline | 3x base salary for CEO; compliance required by 2027 |
| CEO ownership vs guideline (12/31/24) | Requirement: $975,000; Equity value held: $888,428; Met: N/A (timing) |
| Hedging/derivatives policy | Directors/officers prohibited from hedging or derivative transactions in company equity |
| Pledging | No pledging disclosure in proxy; not addressed in cited policy section |
Vested vs unvested (as of 12/31/24):
- Unvested RSUs: 2,876,137 (2024 grant) with 2025–2027 schedule; 1,191,600 (2023 grant) with 2025–2026 schedule; 416,533 vested Mar 31, 2025 .
- Options: none outstanding for Ash at 12/31/24 .
Insider selling pressure signals:
- Concentrated vesting dates in 2025–2027 (Mar 13, Mar 31, and June 1, 2025 per amendment) increase potential supply from insider share issuances and/or tax-withholding sales around vesting .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (CoC-related) | If terminated without cause or resigns for good reason within 12 months after a change of control: lump-sum severance equal to 24 months of base salary; all awards fully vest and restrictions lapse |
| RSU plan CoC vesting | RSU restrictions lapse immediately and awards fully vest upon a Change of Control (single-trigger vesting) |
| Forfeiture/clawback-like provisions | Awards may be annulled within 30 days upon termination for cause; company may require forfeiture/recoupment of gains for breaches (e.g., non-compete, non-solicit, confidentiality) if specified in award agreements |
| Termination (general RSUs) | Unvested RSUs forfeited upon termination unless vest within 30 days; awards must expire within 12 months after ceasing to be eligible |
| Tax withholding | Company may withhold or sell shares to cover taxes on vesting |
| Anti-hedging | Hedging/derivative transactions prohibited for directors and officers |
Board Governance
- Role: President, CEO, and Director; Director since May 14, 2020; not independent (material relationship as management) .
- Board composition and independence: 5 directors; 3 independent nominees (Cruise, Saxton, Kast). Lead Independent Director expected to be Mark Cruise .
- Committees: Compensation Committee (Chair: Mark Cruise; members: Dickson Hall, Pamela Saxton; Kast to replace Hall post-meeting); CG&N Committee (Chair: Kelli Kast; members: Saxton, Hall, with Cruise expected to replace Hall); Audit Committee (Chair: Pamela Saxton) .
- Meeting practices and attendance: Non-management directors hold sessions without management; in 2024, all directors attended ≥75% of Board/committee meetings; 30% attended the prior annual meeting .
- Director compensation: Management directors (Ash, Williams) receive no additional pay for Board service; independent director retainers: Board member $35,200; Lead Independent Director $56,100; Audit Chair $8,250; CG&N Chair $8,250 (USD) .
Dual-role implications:
- Ash serves as CEO and Director while the Chair is an Executive Chairman (Richard Williams); presence of a Lead Independent Director and independent committee chairs mitigates but does not eliminate independence concerns .
Director Compensation (for context)
| Role | Cash retainer (USD) |
|---|---|
| Lead Independent Director | $56,100 |
| Board Member | $35,200 |
| Audit Committee Chair | $8,250 |
| Governance & Nominating Chair | $8,250 |
| Note: Ash receives no incremental director fees as a management director . |
Performance & Track Record (operational/financial context)
- 2024 corporate scorecard achieved 34/100, with strong safety performance and engineering progress, but delays in process plant to H2’25 and tailings filter to Q1’26, and mixed financing outcomes (EXIM LOI, high-cost funding) .
- 2025 proxy operational update: by mid-2025, processing plant 83% complete; power and ventilation operational; underground development advancing; tailings/paste engineering on track; phased commissioning targeted later in year .
- Pay vs performance: CEO “compensation actually paid” $758k (2024), $670k (2023), $438k (2022) vs cumulative TSR value $91 (2024), $65 (2023), $100 (2022) and GAAP net income/(loss) as above .
Compensation Structure Analysis
- Mix shift: 2024 total compensation down vs 2023 ($633k vs $890k), with lower stock award values and reduced STIP reflecting underperformance on financing and project timing .
- STIP design: Explicit, multi-dimensional scorecard with heavy weighting on project delivery and financing; discretion retained by Compensation Committee .
- LTIP design: Predominantly RSUs with three-year ratable vesting; minimal options outstanding for CEO as of 12/31/24 (none), indicating lower-leverage equity mix .
- Governance: Independent consultant (Global Governance Advisors) used for benchmarking; no compensation committee interlocks; consultant fees C$34,327 (2024) .
Say-on-Pay & Shareholder Feedback
- 2025 proxy seeks advisory Say-on-Pay approval; Board recommends FOR; majority of shares represented must vote FOR (abstentions count as AGAINST) .
Equity Plan and Overhang Considerations
- RSU plan amended and restated in 2025 to increase maximum issuable shares to 92,699,433 (10% of shares outstanding as of July 17, 2025); combined cap across plans up to 20% with shareholder approval; single-trigger RSU vesting on CoC .
Employment & Contracts – Key Risks and Protections
- Double-trigger severance (24 months base) within 12 months of CoC plus full vesting; RSU plan also has single-trigger vesting at CoC, elevating potential for windfall outcomes in a sale .
- Forfeiture for cause and contractual clawback-like provisions tied to restrictive covenants; no explicit Dodd-Frank financial restatement clawback disclosed in cited sections .
- Anti-hedging policy strengthens alignment; no explicit pledging disclosure .
Investment Implications
- Alignment: CEO holds a meaningful equity position (6.0M total beneficial incl. RSUs/warrants) but remains below the 3x-salary guideline value as of 12/31/24 (compliance due by 2027); anti-hedging policy supports alignment; no pledging disclosed .
- Execution risk: 2024 scorecard outcome (34/100) and project/financing delays reduce STIP; LTIP remains largely time-based RSUs, which can reward tenure over performance if milestones slip; consider that 2025 operational progress is improving but commissioning/tailings timelines remain critical .
- Overhang/flow: Clustered RSU vesting through 2025–2027 (including vesting date amendments to June 1, 2025, and new RSU grants in Oct 2025) may create episodic supply from insider share issuances and tax-related sales; monitor filings around vest dates for trading signals .
- Change-of-control economics: Single-trigger RSU vesting on CoC plus double-trigger cash severance (24 months) within 12 months may amplify deal-related payouts, potentially misaligning incentives if sale occurs before operational inflection; investors should evaluate CoC scenarios carefully .
- Governance checks: Presence of Lead Independent Director, independent committee chairs, and non-management sessions mitigate CEO/Director dual-role concerns; management directors receive no extra board pay .