Michael Cinnamond
About Michael Cinnamond
Michael Cinnamond (age 58) is nominated to join CTGO’s Board as an independent director; if elected, his service begins upon completion of the June 10, 2025 annual meeting. He is SVP Finance and Chief Financial Officer of B2Gold Corp. (since April 2014), a former audit partner at PricewaterhouseCoopers LLP (BC Resources Leader for Mining/Forestry/Energy & Utilities), past President of the Canadian Institute of Mining (2023–2024), and previously a director at Canuck Place Children’s Hospice. He is a member of the Institute of Chartered Accountants of BC and holds an LLB from the University of Exeter; he brings 25+ years of mining-sector finance and industry experience to CTGO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| B2Gold Corp. | Senior Vice President Finance & CFO | Apr 2014–present | Finance leadership; public company CFO |
| PricewaterhouseCoopers LLP | Audit Partner; BC Resources Leader (Mining, Forestry, Energy & Utilities) | Prior to Apr 2014 (exact dates not disclosed) | Led resource practice; audit and reporting expertise |
| Canadian Institute of Mining | President | 2023–2024 | Professional association leadership |
| Canuck Place Children’s Hospice | Director | Prior service (dates not disclosed) | Non-profit governance |
External Roles
| Organization | Role | Status |
|---|---|---|
| B2Gold Corp. | SVP Finance & CFO | Current |
| Canadian Institute of Mining | President | 2023–2024 (completed) |
| Canuck Place Children’s Hospice | Director | Prior service (completed) |
Board Governance
- Independence: The Board determined all nominees other than the CEO (Rick Van Nieuwenhuyse) are independent under NYSE American and SEC rules; Cinnamond is presented as an independent nominee .
- Committee structure: CTGO maintains Audit, Compensation, and Nominating & Corporate Governance (N&CG) Committees, each comprised solely of independent directors with formal charters and a clawback policy; newly elected directors may be designated to one or more committees after the meeting .
- 2024 meetings and attendance: The Board held 8 meetings and committees held 8 meetings in 2024; all then-serving directors attended 100% of Board and applicable committee meetings (Cinnamond was not yet on the Board) .
| Governance Item | Details |
|---|---|
| Board meetings (FY2024) | 8 meetings; 100% attendance by all then-serving directors |
| Committee meetings (FY2024) | 8 meetings; Audit 4, Compensation 3 (+1 consent), N&CG 1; 100% attendance by members |
| Committee independence | All three committees composed solely of independent directors |
| Clawback policy | Mandatory recovery of incentive-based compensation upon restatement; applies regardless of misconduct |
| Insider trading, hedging/pledging policy | Stringent restrictions including prohibitions on short sales and derivative transactions; policy framework covers hedging/pledging |
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Independent director cash retainer | $35,000 per quarter | As of Dec 31, 2024 |
| Chairman cash retainer | $45,000 per quarter | As of Dec 31, 2024 |
| Cash retainer reduction | $25,000 per quarter | Effective Apr 1, 2025; directors reduced cash by 28.5% |
| Chair/meeting fees | None | No additional chair or meeting fees |
| Expense reimbursement | Reasonable out-of-pocket | For board service |
Performance Compensation
Directors received equity in the form of restricted stock during FY2024 (not performance-conditioned; time-based vesting). New director grants for 2025 are not disclosed; equity awards are determined by the Board/Compensation Committee.
| Director Equity Grants (FY2024) | Shares | Vesting | Grant Fair Value |
|---|---|---|---|
| Independent directors (Compofelice, Shortz, Freeman) | 15,000 | January 2027 | $235,500 each (ASC 718 grant-date fair value) |
| Darwin Green | 6,000 | January 2027 | $119,280 (ASC 718 grant-date fair value) |
CTGO uses a 2023 Omnibus Incentive Plan permitting stock options, restricted stock, SARs, and other stock-based awards; options outstanding at 12/31/24 were 100,000 at $14.50 (expired Jan 2025), with 458,376 shares remaining available for future issuance under the plan .
Other Directorships & Interlocks
| Person | Other Public Company Boards | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Michael Cinnamond | None disclosed | N/A | Current role is CFO (officer) at B2Gold; no CTGO-related transactions disclosed |
Expertise & Qualifications
- Financial leadership and audit expertise: Public company CFO since 2014; former PwC audit partner and BC resources practice leader .
- Professional credentials: Member, Institute of Chartered Accountants of BC; LLB (University of Exeter) .
- Industry leadership: President, Canadian Institute of Mining (2023–2024) .
- Mining sector experience: 25+ years across finance, audit, and operations interface in mining .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Vested/Unvested | Pledged/Hedged |
|---|---|---|---|---|
| Michael Cinnamond | — | — | Not disclosed | Insider policy restricts hedging/short sales; pledging covered by policy framework |
As of the April 11, 2025 record date, Cinnamond was a nominee with no beneficial ownership listed; CTGO reported all Section 16(a) filings compliant for FY2024 .
Governance Assessment
- Alignment signals: Reduction in director cash retainer to $25k per quarter effective April 1, 2025 lowers fixed cash and historically paired with time-vested restricted stock grants, supporting longer-term alignment for independent directors .
- Independence and committee readiness: Board/committees are fully independent; Cinnamond’s CFO/audit background enhances bench strength for Audit and Compensation oversight (committee assignments to be determined post-election) .
- Controls and safeguards: Formal clawback policy, insider trading and hedging/pledging policy, and prohibitions on personal loans to directors mitigate governance risk .
- Ownership alignment watchpoint: No disclosed CTGO share ownership at nomination date—initial “skin-in-the-game” appears limited; monitor for post-election equity grants consistent with prior director awards .
- Conflicts/related parties: CTGO disclosed no related-party transactions above SEC thresholds in recent periods; Cinnamond’s external role at B2Gold presents no disclosed transaction with CTGO, but ongoing monitoring is prudent given industry overlap .
- Shareholder feedback: Prior say-on-pay approval ~94% (2023) indicates supportive investor stance on CTGO’s pay practices; governance continuity likely positive for confidence .
No red flags identified in filings for legal proceedings, SEC investigations, option repricing, pledging/hedging by insiders, or delinquent Section 16(a) reporting. Continue to monitor post-election committee designations and any equity grant disclosures to assess alignment and potential interlocks .