Rick Van Nieuwenhuyse
About Rick Van Nieuwenhuyse
Rick Van Nieuwenhuyse, age 69, is President, Chief Executive Officer, and Director of Contango ORE, Inc. (CTGO), appointed effective January 6, 2020; he holds a Candidature in Science from Université de Louvain and an M.S. in Geology from the University of Arizona, with over 40 years of mining industry experience including prior CEO roles at Trilogy Metals and NOVAGOLD and VP Exploration at Placer Dome . In 2024, Contango achieved key milestones under his leadership: first gold pour at Manh Choh on July 8, 2024; 2024 production of 41,325 oz gold and 16,763 oz silver (30% above plan); and all-in sustaining costs of $1,209/oz, alongside $40.5M in JV cash distributions . The company’s Pay-Versus-Performance disclosure shows reported TSR values and net income trends (Company notes it does not use TSR in compensation) .
| Metric | 2022 | 2023 | 2023 Transition Period (6 months) | 2024 |
|---|---|---|---|---|
| Value of $100 Investment (TSR) | $200.00 | $348.00 | $(389.00) | $(1,198.00) |
| Net income (000s) | $(23,507) | $(39,741) | $(40,766) | $(38,030) |
The company states TSR is not used as a performance measure in the executive compensation program .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trilogy Metals Inc. | President & CEO | 2012–2019 | Senior leadership experience relevant to Alaska-focused mining; brings significant industry and technical knowledge to CTGO . |
| NOVAGOLD Resources, Inc. | President & CEO | 1999–2012 | Led a prominent gold developer; contributes to CTGO’s development expertise . |
| Placer Dome | VP Exploration | 1990–1997 | Global exploration leadership background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Valhalla Metals Inc. | Director | Current | Current public company directorship . |
| Alexco Resource Corp. | Director | 2006–2022 | Prior public company directorship . |
| Sandfire Resources America (Tintina Resources) | Director | 2008–2016 | Prior public company directorship . |
Fixed Compensation
| Year | Base Salary ($) | Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | — | — | See Summary Compensation Table below (salary detail by year shown therein) . |
| 2023 | 425,000 | 17,000 (401k match) | |
| 2023 TP (6 months) | 229,000 | 5,500 (401k match) | |
| 2024 | 500,000 | 23,000 (401k match) | CEO Employment Agreement reflects $500,000 per annum . |
Summary Compensation Table (CEO):
| Fiscal Year | Salary ($) | Bonus ($) | Restricted Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | — | — | — | — | — |
| 2023 | 425,000 | 200,000 | 1,478,000 | 17,000 | 2,120,000 |
| 2023 TP | 229,000 | 200,000 | — | 5,500 | 434,500 |
| 2024 | 500,000 | 375,000 (25% cash/75% equity) | 737,900 | 23,000 | 1,635,900 |
CEO base salary $500,000 per agreement; eligible for STIP and LTIP in cash/restricted stock/options per plans .
Performance Compensation
Long-Term Incentive Plan (LTIP):
- Equity award mechanics under the 2023 Omnibus Incentive Plan; CEO LTIP target 150% of base salary; 2024 LTIP awarded $750,000 (restricted stock) . No option grants in 2024; equity vests with time .
- Example grant pricing/vesting: 2024 restricted stock granted at $15.65/share, vesting January 8, 2026 .
Short-Term Incentive Plan (STIP) – 2024:
| Item | CEO Value/Outcome |
|---|---|
| STIP Target | 100% of base salary |
| Weighting | 70% corporate / 30% individual |
| Corporate Score | 64% (approved by Board) |
| Individual Score | 100% |
| Weighted Score | 75% |
| Payout | $375,000; 25% cash ($94,000) + 75% equity (26,800 shares) |
Performance Metrics considered (excerpt):
| Metric | Weighting | Achievement |
|---|---|---|
| Operational performance (Manh Choh costs, JV oversight, Lucky Shot care) | 25 | 20 |
| Exploration/resource replacement (Manh Choh, Johnson Tract) | 35 | 34 |
| Safety/Environment/ESG | 20 | 18 |
| Corporate development (acquisitions) | 50 | 50 |
| Share performance (TSR vs peers) | 80 | Nil |
| Liquidity/debt compliance | 15 | 13 |
| Head office operations | 25 | 24 |
| Corporate Result (used in STIP) | — | 64% |
Pay-versus-Performance and Say-on-Pay:
- Compensation Actually Paid (CAP) and TSR disclosed; company does not use TSR as a compensation metric .
- Say-on-Pay 2023 approval ≈ 94% (annual advisory vote) .
Equity Ownership & Alignment
Beneficial Ownership (Record Date April 11, 2025):
- Rick Van Nieuwenhuyse: 550,869 shares; 4.4% of outstanding (based on 12,539,482 shares) .
Outstanding/Unvested Awards at 12/31/2024:
| Type | Amount | Notes |
|---|---|---|
| Restricted stock (unvested) | 180,750 shares; $1,811,115 market value at $10.02 closing price 12/31/2024 | Vests in January 2025 and January 2026 |
| Equity incentive plan awards (unvested) | 18,750 shares; $187,875 value | |
| Stock options | 100,000 exercisable at $14.50; expired unexercised Jan 2025 |
Hedging/Pledging and 10b5-1:
- Insider trading policy imposes stringent restrictions; prohibits short sales; prohibits trading in options/warrants/derivatives on company securities; restricts multi-day limit orders except under Rule 10b5-1 plans . Directors received education sessions on 10b5-1 programs (Aug 13, 2024) .
Director compensation for executives:
- Executives serving as directors receive no additional director pay (CEO receives none for board service) .
Related party transactions:
- None exceeding the threshold since FY2023/TP2023/FY2024; formal policies in place via Audit Committee .
Employment Terms
- CEO Employment Agreement (Sept 16, 2024 8-K; reflected in 2025 Proxy): Base salary $500,000; eligible for STIP/LTIP payable in cash, restricted stock, and options .
- Severance (without cause or resignation for uncured material breach by company): 12 months base salary; all bonus amounts paid in the 12 months preceding termination; and 12 months of group health insurance reimbursement, contingent on release of claims .
- Change-of-Control: Enhanced severance if CEO terminates within 30 days following a change of control (terms as per agreement; release required) .
- Clawback: Mandatory recovery policy adopted in 2023 covering equity and non-equity incentive compensation tied to financials later restated; applies irrespective of misconduct .
Board Governance (service, committees, independence, attendance)
- Role: President, CEO, and Director (non-independent) .
- Committee roles: Audit, Compensation, and Nominating & Corporate Governance committees consist solely of independent directors; CEO is not listed as a member of these committees .
- Leadership structure: Chairman (Brad Juneau) is separate from CEO; board views separation as appropriate for oversight and accountability .
- Attendance: Board held 8 meetings and 8 committee meetings in FY2024; all directors had 100% attendance at board and applicable committee meetings .
Director compensation (context for dual role):
- Independent directors received $35,000 per quarter (Chair $45,000) in 2024; reduced to $25,000 per quarter effective April 1, 2025; directors received time-vested restricted stock (vesting Jan 2027); CEO receives no additional director compensation .
Compensation Committee, Peer Group, Say-on-Pay
- Compensation Committee: Independent directors; members included Shortz (Chair), Compofelice, Freeman, Green; met 3 times in FY2024 plus 1 unanimous written consent .
- 2024 Compensation Peer Group (very small-cap mining peers): Perpetua, Probe Gold, Victoria Gold, Skeena, Minera Alamos, Freegold Ventures; Trilogy Metals, Ascot Resources, Orla, Cerrado Gold, NOVAGOLD .
- Say-on-Pay: ≈94% approval at 2023 annual meeting .
Multi-Year CEO Compensation Mix (cash vs equity emphasis)
| Year | Salary ($) | Bonus ($) | Equity RS Awards ($) | Notes |
|---|---|---|---|---|
| 2023 | 425,000 | 200,000 (cash/equity per program) | 1,478,000 | LTIP equity emphasis |
| 2023 TP | 229,000 | 200,000 | — | Transition period |
| 2024 | 500,000 | 375,000 (25% cash/75% equity; 26,800 shares) | 737,900 | LTIP $750,000 target; time-vested RS |
Financial Performance Context (EBITDA trend)
| Metric (USD) | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| EBITDA | $(4,844,260)* | $(2,685,896)* | $(2,359,492)* | $(5,752,620)* | $(4,462,229)* | $(3,016,908)* | $(4,255,332)* | $(4,535,257)* |
*Values retrieved from S&P Global.
Operational highlights (qualitative):
- First gold pour at Manh Choh (July 8, 2024); production exceeded 2024 plan; AISC near guidance .
- Strategic actions: HighGold acquisition (July 10, 2024); Avidian Alaska acquisition (Aug 6, 2024); underwritten equity offering (June 2024) .
Director Service and Dual-Role Implications
- Board service: Director since 2020; non-independent due to CEO role .
- Committee roles: None disclosed for CEO; all three key committees are independent-only .
- Dual-role implications: Separation of Chair/CEO mitigates concentration of power and supports oversight; independence standards affirmed with only CEO as non-independent on board .
Investment Implications
- Pay-for-performance alignment: CEO pay heavily equity-based via time-vested restricted stock (LTIP target 150% of salary; STIP settled 75% in equity), aligning with long-term value creation but with limited explicit performance-conditioned equity (no PSUs disclosed) .
- Supply/overhang monitor: Significant unvested RS scheduled to vest January 2025 and January 2026 (180,750 RS plus 18,750 equity incentive units at 12/31/24); options (100k @ $14.50) expired unexercised Jan 2025—watch vesting windows for potential selling pressure and 10b5-1 plan activity .
- Retention and severance: Contract provides 1x salary + prior-year bonuses plus 12 months benefits; enhanced terms on change-of-control within 30 days—moderate CoC economics by small-cap standards; clawback policy in place (recoupment irrespective of misconduct) .
- Ownership alignment: CEO beneficially owns 550,869 shares (4.4%); presence of time-vested equity and policy limits on short sales/derivatives support alignment; no pledging disclosures identified in proxy .
- Governance quality: Committees fully independent; separate Chair/CEO; 100% board/committee attendance in 2024; say-on-pay support strong (~94%) .
- Performance execution: 2024 operational delivery at Manh Choh (above-plan output; AISC near guidance) and portfolio-building acquisitions support strategy; however, reported net losses and volatile TSR in PVP disclosure underscore sensitivity to hedge/derivative impacts and gold price .
Net takeaway: Incentive mix is equity-heavy (time-based), which aligns participation but may dilute performance sensitivity absent PSUs; monitor January vesting cycles and any 10b5-1 activity for trading signals. Governance structure and strong say-on-pay support reduce agency risk, while moderate severance/CoC terms balance retention with shareholder interests .