Amy Koenig
About Amy Koenig
Amy K. Koenig is Lead Independent Director at Dakota Gold (DC), serving on the Board since March 2022. She is 51 and holds a JD from the University of South Dakota School of Law and a BS in Chemical Engineering from the South Dakota School of Mines & Technology; she is a Certified Corporate Governance Professional and has served in senior legal and governance roles at Black Hills Corporation (NYSE: BKH) since 2013, most recently as Vice President – Governance, Chief Legal Officer and Deputy General Counsel . She chairs the Nominating & Corporate Governance Committee and is a member of the Audit, Compensation, and Technical Committees, with full attendance across Board and committee meetings in FY2024; the company designates her an independent director under NYSE American standards . Director equity grants are time‑based RSUs with three-year ratable vesting; the proxy does not disclose TSR or operating performance targets tied to director pay .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Black Hills Corporation (NYSE: BKH) | Vice President – Governance, Chief Legal Officer, Deputy General Counsel (various roles since 2013) | 2013–present | Senior leadership in governance, legal risk, and compliance at a regulated utility |
| Gunderson, Palmer, Nelson & Ashmore, LLP | Litigator (private practice) | ~2003–2013 (10 years) | Litigation and corporate governance expertise |
| Chemical & Computer industries | Engineering roles | Not disclosed | Technical and operations grounding prior to legal career |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Children’s Home Society of South Dakota | Vice-Chair, Board of Directors | Not disclosed | Community engagement and governance leadership |
| American Association of University Women | Member | Not disclosed | Professional network and advocacy |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Director cash fees ($) | 50,000 | 50,000 |
| Stock awards – RSUs grant-date fair value ($) | 100,000 | 100,000 |
| Option awards ($) | – | – |
| Total director compensation ($) | 150,000 | 150,000 |
Notes:
- Directors were granted RSUs on March 1, 2023 (FY2023) and March 1, 2024 (FY2024) that vest ratably over three anniversaries following the grant date .
- Cash fee cadence for FY2024 was $12,500 per quarter .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout (grant-date fair value) | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs (grant: 3/1/2023) | — | — | — | 100,000 | Ratable over three anniversaries post-grant |
| Time-based RSUs (grant: 3/1/2024) | — | — | — | 100,000 | Ratable over three anniversaries post-grant |
Notes:
- No director option awards were granted in FY2023 or FY2024; director equity is time-based (no disclosed performance metrics for director grants) .
Equity Ownership & Alignment
| As-of date | Total beneficial ownership (shares) | Direct common shares | Vested options | % of shares outstanding |
|---|---|---|---|---|
| March 20, 2024 | 125,151 | 25,151 | 100,000 | 0.14% |
| March 14, 2025 | 152,736 | 52,736 | 100,000 | <1% |
- Insider trading policy prohibits hedging, short sales, and similar arrangements; blackout windows and Rule 10b5‑1 plan procedures are specified .
- The proxy does not disclose any pledging of company shares by directors; pledging policy is not expressly addressed in the cited insider trading policy section .
Employment Terms
- Independence and committees: The Board deems Amy Koenig independent; she serves as Lead Independent Director, chairs the Nominating & Corporate Governance Committee, and is a member of the Audit, Compensation, and Technical Committees .
- Attendance: The Board held 4 regularly scheduled and 2 special meetings in FY2024, with each incumbent director attending all regularly scheduled Board and committee meetings on which they served .
- Indemnification: DC’s Certificate of Incorporation and Bylaws provide for indemnification of directors and officers to the extent permitted by Delaware law; DC may maintain D&O insurance .
- Equity plan change-of-control: Under DC’s 2022 Stock Incentive Plan, RSUs and options fully accelerate, and PSUs accelerate at target upon a change of control; RSUs/options fully accelerate upon death or disability (plan provisions are general and apply to awards outstanding) .
- Related party transactions policy: No formal written policy, but related transactions are reviewed under Audit Committee charter and code of ethics; Board annually reviews questionnaires and determines independence, with Koenig listed among independent directors .
Investment Implications
- Alignment and retention: Koenig’s pay mix is modest cash plus time-based RSUs with three-year ratable vesting, supporting retention and creating predictable vesting windows that may correlate with incremental sell pressure around anniversaries; no director performance metrics are attached to RSUs, limiting pay-for-performance linkage at the director level .
- Skin-in-the-game: Beneficial ownership increased from 125,151 shares (including 100,000 vested options) as of March 20, 2024 to 152,736 as of March 14, 2025 (<1% of outstanding), reflecting incremental accumulation but still a small stake relative to float .
- Governance quality: Lead Independent Director role, committee leadership, and 100% meeting attendance indicate active oversight; independence affirmed in the proxy .
- Risk flags: Hedging is prohibited by policy and Section 16(a) filings were timely in FY2024, reducing governance risk signals; pledging not disclosed, and no director-specific severance/change-of-control cash terms are indicated beyond plan-based equity acceleration .
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