Alice Schroeder
About Alice Schroeder
Alice Schroeder (age 68) has served as an independent director of Dakota Gold Corp. since August 2022. She is Chair of the Audit Committee and a member of the Compensation and Nominating & Corporate Governance Committees. A CPA who began her career at Ernst & Young, she spent nearly two decades on Wall Street as an analyst and banker, principally at Morgan Stanley, and holds a BBA and MBA from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential plc | Non-Executive Director | Jun 2013 – May 2022 | Served/chaired audit, compensation, nominating/governance, sustainability committees across boards (general) |
| HSBC North America Holdings Inc. | Director | Oct 2021 – present | Serves on audit committees of two other public companies; nominated to a third; plans to resign from one if elected |
| Carbon Streaming Corporation | Director | Jan 2022 – present | Board service; committee experience noted above |
| Natus Medical Incorporated | Director | Feb 2019 – Jul 2022 | Board service; committee experience noted above |
| Bank of America Merrill Lynch International | Director (private) | Feb 2016 – Dec 2018 | Board service |
| RefleXion Medical, Inc. | Director (private/venture) | Apr 2021 – present | Board service |
| Cetera Financial Group | Director (PE-backed) | Apr 2012 – Apr 2014 | Board service |
| Westland Insurance Group Limited | Director (PE-backed) | Feb 2021 – May 2023 | Board service |
| Quorum Health Corporation | Director | Jun 2018 – Jul 2021 | Board service |
External Roles
| Company | Role/Committee | Since |
|---|---|---|
| HSBC North America Holdings Inc. | Director; serves on audit committee of two other public companies (unnamed in proxy) | Oct 2021 – present |
| Carbon Streaming Corporation | Director | Jan 2022 – present |
| Dakota Gold Corp. | Director; Audit Committee Chair | Aug 2022 – present |
Overboarding note: DC policy generally limits Audit Committee members to ≤2 other public-company audit committees. The Board determined Ms. Schroeder’s temporary service on >2 would not impair effectiveness; she intends to resign from one audit committee if elected to another board (expected May 2025) .
Board Governance
- Independence: The Board determined Ms. Schroeder is independent under NYSE American, SOX 10A(m)(3), and Exchange Act standards .
- Committee assignments (FY 2024/2025): Audit (Chair); Compensation (member); Nominating & Corporate Governance (member). Ms. Schroeder qualifies as an “Audit Committee Financial Expert.” Committee meetings held in FY 2024: Audit 4, Compensation 4, N&CG 3 .
- Attendance: Each incumbent director attended all regularly scheduled Board and committee meetings during FY 2024; all directors attended the 2024 annual meeting .
- Audit Committee practices: Committee holds executive sessions with independent auditors when appropriate .
Fixed Compensation
| Component | FY 2023 Amount (USD) | FY 2024 Amount (USD) | Notes |
|---|---|---|---|
| Cash retainer | $50,000 | $50,000 | Paid $12,500 per quarter in 2024 |
| Equity (Stock Awards, grant-date fair value) | $100,000 | $100,000 | RSUs granted Mar 1, 2023 and Mar 1, 2024; vest ratably over 3 anniversaries |
| Options | – | – | No option awards to directors in these years |
| Total | $150,000 | $150,000 |
- Mix and alignment: Equity was ~67% of total director compensation in both 2023 and 2024 based on reported grant-date fair values .
Performance Compensation
| Performance Metric(s) Applied to Director Pay | Status |
|---|---|
| Performance-based metrics tied to director equity (e.g., PSUs) | None disclosed; director grants were time-vested RSUs (3-year ratable vesting) |
Plan terms: Under the 2022 Stock Incentive Plan, RSUs and options are fully accelerated and PSUs accelerate at target upon a change of control (plan description provided in proxy; illustrated in NEO context) .
Other Directorships & Interlocks
| Company | Relationship to DC | Interlock/Conflict Notes |
|---|---|---|
| HSBC North America Holdings Inc. | Unrelated | No DC-related interlock disclosed; serves on audit committees at two other public companies |
| Carbon Streaming Corporation | Unrelated | No DC-related interlock disclosed |
| Prior boards (e.g., Prudential plc, Natus Medical) | Unrelated | No DC-related interlocks disclosed in proxy |
- Related-party transactions: Proxy discloses related-party transactions and review process. The examples disclosed do not name Ms. Schroeder; independence was affirmed by the Board .
Expertise & Qualifications
- CPA; early career at Ernst & Young; ~20 years on Wall Street as analyst/banker (MD, primarily Morgan Stanley) .
- Recognized Audit Committee Financial Expert; extensive experience chairing/serving on audit, compensation, nomination/governance, and sustainability committees .
- Education: BBA and MBA, University of Texas at Austin .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Class | Breakdown |
|---|---|---|---|
| Mar 20, 2024 | 308,138 | 0.35% | Not itemized in table excerpt |
| Mar 14, 2025 | 369,057 | * (<1%) | 260,039 common shares; 100,000 vested options; 9,018 warrants |
- Shares outstanding at record date: 99,032,807 (Mar 14, 2025) .
- Hedging/short sales: Company insider trading policy expressly prohibits hedging and short sales by directors .
Insider Trades and Compliance
| Item | FY 2024 Status |
|---|---|
| Section 16(a) filings by directors | Timely filed, per proxy disclosure |
| Hedging/short sales by directors | Prohibited by policy |
Governance Assessment
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Strengths
- Independent director; Audit Committee Chair and Audit Committee Financial Expert; strong attendance and engagement (100% of regularly scheduled Board/committee meetings in 2024) .
- Material equity alignment via time-vested RSUs (grant-date FV $100,000) alongside modest cash retainer ($50,000); equity comprises majority of director pay .
- Growing personal stake: 369,057 shares beneficially owned as of Mar 14, 2025, including 260,039 shares, 100,000 vested options, 9,018 warrants; <1% of outstanding .
- Robust audit oversight practices, including executive sessions with auditors; meets frequency expectations (Audit met 4x in FY 2024) .
- Hedging/short sales prohibited under insider trading policy .
-
Watch items / potential risks
- Temporary “overboarding” on audit committees: Serving on two other public-company audit committees with a potential third pending; DC’s policy limits members to ≤2 unless the Board determines otherwise (Board allowed temporary exception; Ms. Schroeder intends to resign from one after the other company’s annual meeting expected May 2025) .
- Related-party governance framework: DC lacks a formal written related-party transaction policy (relies on Audit Committee charter and Code of Ethics for review/approval). No transactions involving Ms. Schroeder were disclosed, and her independence was affirmed, but the absence of a standalone formal policy can be viewed as a governance weakness by some investors .
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Overall implication: Ms. Schroeder brings deep financial expertise and strong governance credentials as Audit Chair and ACF Expert, with solid attendance and equity alignment. The temporary audit-committee overboarding should be monitored until resolved per the Board’s disclosure, but the Board has addressed it and disclosed the mitigation plan, partially offsetting investor concern .