James Berry
About James Berry
James Berry, 61, is Vice President of Exploration at Dakota Gold, appointed in December 2021. He has 30+ years of exploration and production geology experience across gold, silver, nickel, copper and PGM commodities, and holds a B.S. in Geology from the University of Tennessee; he is a Registered Member of the Society for Mining, Metallurgy & Exploration . Notable achievements include developing an exploration model at the Haile deposit (SC) that tripled the deposit size and advanced it to production, and identifying multiple Precambrian and Tertiary targets in the Homestake District while at Homestake Mining . Performance equity for Berry is tied to relative TSR versus the MVIS Global Junior Gold Miners Index via PSUs, aligning incentives to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Asarco LLC | Geologist | Jan 1990 – Jul 1990 | Early-career production/exploration experience . |
| Homestake Mining Company of California | Geologist | May 1991 – Oct 2000 | Part of team identifying targets in Homestake District (North Drift, Lower Main Ledge, Upper 7 Ledge, 11 Ledge, 15 Ledge, Tinton, Maitland, Chism Gulch) . |
| Goldcorp Inc. | Geologist (various roles) | Mar 2001 – Aug 2006 | Exploration and production roles across gold operations . |
| Barrick Gold Corporation | Geologist (various roles) | Aug 2006 – Nov 2007 | Exploration leadership in major gold producer . |
| Romarco Minerals Inc. | Geologist/Exploration leader | Nov 2007 – Oct 2015 | Haile deposit exploration model tripled size and advanced to production . |
| OceanaGold Corporation | Geologist | Oct 2015 – Jun 2016 | Integration/operations exposure post-acquisition of Haile . |
| Nickel Creek Platinum Corp. | Geologist | Sep 2016 – Nov 2020 | PGM/nickel exploration exposure . |
| Hycroft Mining Holding Corporation | Geologist | Nov 2021 – Dec 2021 | Short-term role prior to joining Dakota Gold . |
Fixed Compensation
Employment terms and cash compensation details:
| Metric | FY 2022 | FY 2023 | FY 2024 | Notes |
|---|---|---|---|---|
| Base salary (employment agreement) | $200,000 | — | “Not less than” $225,000 effective Apr 19, 2024 | 2024 agreement supersedes prior; base subject to annual review . |
| Target bonus (% of base) | 40% | — | 50% | Performance criteria set by Board . |
| Salary paid ($) | $92,308 (FY ended Mar 31, 2022) | — | — | Reported in 2022 proxy SCT . |
| Bonus paid ($) | $16,219 (FY ended Mar 31, 2022) | — | — | Discretionary annual cash bonus . |
Berry was not listed among NEOs in the 2024 Summary Compensation Table; thus no 2023–2024 cash compensation line items were disclosed for him in that table .
Performance Compensation
Structure, metrics, and award details:
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Plan design (2022 Stock Plan, Berry allocation): 25% RSUs (time-based), 25% PSUs (relative TSR vs MVIS Global Junior Gold Miners Index, 0–200% payout), 50% stock options; Berry 2022 plan dollar value $350,000; RSUs/Options vest 1/3 annually over three years; PSUs vest 1/3 annually, payout 50% to 200% based on relative TSR each period .
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Outstanding equity and vesting (as of Dec 31, 2022; disclosed Apr 5, 2023):
- Options: 200,000 exercisable and 100,000 unexercisable at $4.76, expire Oct 15, 2026 (2021 grant; vesting 1/3 annually on Oct 18, 2021/2022/2023) .
- Options: 122,227 unexercisable at $3.01, expire Sep 2, 2027; vest in three equal tranches on May 11, 2023/2024/2025 .
- RSUs: 29,070; vest in three equal tranches on May 11, 2023/2024/2025 .
- PSUs (target): 29,255; vest in three equal tranches on May 11, 2023/2024/2025; payout 0–200% based on relative TSR vs MVIS index .
Detailed incentive table (targets and vesting):
| Incentive Type | Metric | Weight | Target | Payout Range | Vesting |
|---|---|---|---|---|---|
| RSUs (time-based) | Service | 25% | N/A (time-based) | 100% with service | 1/3 annually over 3 years (e.g., May 11, 2023–2025) |
| PSUs (performance-based) | Relative TSR vs MVIS Global Junior Gold Miners Index | 25% | 100% at target | 0–200% | 1/3 annually; payout per performance period (e.g., May 11, 2023–2025) |
| Stock Options | Share price appreciation | 50% | Exercise price at grant | N/A | 1/3 annually; e.g., Oct 18, 2021–2023; May 11, 2023–2025 (per grant) |
Equity award detail snapshot (as of Dec 31, 2022):
| Instrument | Quantity | Strike | Expiration | Market/Value Basis | Notes |
|---|---|---|---|---|---|
| Options (exercisable) | 200,000 | $4.76 | Oct 15, 2026 | — | From Oct 2021 grant; vests 1/3 annually 2021–2023 . |
| Options (unexercisable) | 100,000 | $4.76 | Oct 15, 2026 | — | Remaining tranche prior to Oct 18, 2023 vest . |
| Options (unexercisable) | 122,227 | $3.01 | Sep 2, 2027 | — | Vests May 11, 2023/2024/2025 . |
| RSUs (unvested) | 29,070 | — | — | Value at $3.05 used in table | Vests May 11, 2023/2024/2025 . |
| PSUs (target, unvested) | 29,255 | — | — | Value at $3.05 used in table | Relative TSR metric, 0–200% payout . |
Equity Ownership & Alignment
Multi-year beneficial ownership with breakdown:
| As-of Date | Shares Outstanding (Company) | Common Shares Owned | Vested Options | Vested RSUs | Warrants | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|---|---|
| Jul 21, 2022 | 71,994,644 | 125,000 | 100,000 | — | — | 225,000 | 0.3% |
| Mar 22, 2023 | 75,292,928 | 130,683 | 240,742 | 9,690 | — | 381,115 | 0.51% |
| Mar 20, 2024 | 87,703,942 | 172,338 | 402,521 | 9,690 | — | 584,549 | 0.66% |
| Mar 14, 2025 | 99,032,807 | 253,674 | 492,050 | 9,690 | — | 755,414 | <1% (asterisked) |
Additional alignment considerations:
- Insider trading policy prohibits short sales, hedging and similar transactions in company securities by officers, directors and employees, supporting alignment with long-term shareholder outcomes .
- No explicit stock ownership guideline multiples or pledging disclosures were identified in the 2022–2025 proxy statements searched; beneficial ownership footnotes indicate voting/investment power and inclusion of shares acquirable within 60 days .
Employment Terms
Key provisions of James Berry’s April 19, 2024 employment agreement (EX-10.5):
- Position/term: VP of Exploration; indefinite term; reports to CEO; remote work permitted at employee’s discretion subject to duties .
- Base salary: Not less than $225,000, subject to annual review .
- Annual bonus: Target equal to 50% of base salary; based on Board-set performance criteria .
- Severance (termination by company without cause or by employee for “good reason” limited to within 3 months before or 12 months after a change of control):
- Accrued benefits + pro rata bonus for year of termination .
- Lump-sum cash equal to 1.5x base salary plus 1.5x an annual bonus deemed to be 75% of base salary .
- Full vesting of all equity (performance awards at target); stock options remain exercisable for original term (no post-termination truncation) .
- Cause and good reason definitions, disability/death provisions, and exclusivity of remedy summarized in the agreement .
Historical agreement:
- Initial employment agreement effective Dec 1, 2021: base salary $200,000; target bonus 40%; upon termination without cause, lump-sum equal to 1.5x base salary and 1.5x a deemed 75% bonus; full vesting of equity .
Risk Indicators & Red Flags
- Hedging/short sales prohibited by insider trading policy (reduces misalignment risk) .
- Equity acceleration to target upon severance/CIC may reduce performance stringency at termination; however, “good reason” is limited to a defined CIC window, mitigating off-cycle claims .
- No delinquent Section 16 filings reported for FY 2024, indicating compliance culture .
- Related-party transactions disclosure focuses on former CEO; no Berry-specific related-party items were disclosed in the reviewed period .
Compensation Structure Analysis
- Shift in risk mix: 2022 stock plan allocates 50% to options (higher risk), 25% RSUs (lower risk), 25% PSUs (TSR-based), maintaining a meaningful at-risk component tied to share price and relative TSR .
- Target bonus increased from 40% (2021/2022 agreement) to 50% (2024 agreement), potentially raising cash-at-risk while aligning with broader NEO targets .
- Equity acceleration on termination at target performance may dilute pay-for-performance at exit events, though this is common in small-cap mining and codified across NEOs .
Performance & Track Record
- Exploration outcomes cited: Haile deposit model tripled size and progressed to production (Romarco); multiple targets identified at Homestake District (Homestake) .
- PSU metric uses relative TSR versus a junior gold miners index, explicitly tying realized equity value to shareholder returns versus peers .
Board Governance (if applicable)
- Berry serves as an officer, not a director; committee roles/board governance items are not applicable to him in the reviewed filings .
Investment Implications
- Alignment: Berry’s incentives include PSUs tied to relative TSR and substantial option exposure, which align upside with shareholders; hedging bans reinforce alignment .
- Retention: 2024 agreement raised base to at least $225k and target bonus to 50%, and provides CIC-limited good reason severance of 1.5x base plus 1.5x 75% bonus, competitive but not excessive; equity remains in force and fully vests on qualifying termination, which supports retention but creates potential cost at exit .
- Selling pressure/overhang: As of Mar 14, 2025, Berry holds 492,050 vested options and 9,690 vested RSUs, plus 253,674 common shares; vested options represent potential future supply if exercised and sold, though actual behavior depends on price/10b5-1 plans .
- Ownership scale: Beneficial ownership has grown from 225k (0.3%) in 2022 to 755k (<1%) in 2025, indicating increasing skin-in-the-game but still a sub-1% stake typical for a functional executive role rather than founder-level ownership .
Net: Compensation is meaningfully performance-linked (relative TSR and options), severance terms are moderate with CIC constraints on good reason, and rising ownership supports alignment; watch for equity acceleration cost at exit and the sizable vested option position as potential trading overhang triggers depending on price and windows .