Robert Quartermain
About Robert Quartermain
Robert Quartermain, age 70, is President & Chief Executive Officer (appointed October 30, 2024) and Co‑Chairman of the Board at Dakota Gold (DC); he has served as a director since March 2022 and currently sits on the ESG and Technical Committees . He previously founded Pretium Resources and served as its Executive Chairman (2010–2019) and was President & CEO of Silver Standard Resources (now SSR Mining) from 1985–2010; he holds a B.Sc. (University of New Brunswick), M.Sc. (Queen’s University), Professional Geoscientist certification (EGBC) and an Honorary D.Sc. (UNB) . Quartermain serves as CEO without any cash compensation and is eligible for equity grants at the Board’s discretion; he has no employment agreement and is not eligible for cash severance . He beneficially owns 8,346,904 shares (8.4%) as of March 14, 2025, consisting of 7,530,771 common shares, 275,000 vested options and 541,133 warrants (shares outstanding: 99,032,807) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pretium Resources Inc. | Executive Chairman (Founder) | 2010–2019 | Founded Pretium; led development and governance as Executive Chairman . |
| Silver Standard Resources (now SSR Mining) | President & Chief Executive Officer | 1985–2010 | Long‑tenured CEO leading exploration and development strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various education, wildlife, and social justice initiatives | Philanthropic supporter | Ongoing | Noted philanthropic focus alongside Dakota Gold leadership . |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 0 | N/A | 0 | Serves as CEO without cash compensation; eligible for equity at Board’s discretion; no employment agreement and no cash severance eligibility . |
Performance Compensation
| Component | Metric/Terms | Grant/Status | Vesting | Amount/Terms |
|---|---|---|---|---|
| Stock Awards (Director) | RSUs | Granted March 1, 2024 | Vests ratably over 3 anniversaries after grant date | $150,000 grant date fair value for 2024 . |
| Stock Options | 275,000 options @ $4.76 | Exercisable; expiration May 17, 2026 | Fully exercisable | Out‑of‑the‑money at 12/31/24 ($2.20 close), intrinsic value $0 . |
| PSUs (plan design) | Relative TSR vs MVIS Global Junior Gold Miners Index; 0–200% payout | Company plan metric | Settle in tranches per award | Plan uses relative TSR for PSU awards; Quartermain had $0 PSUs in 2024 . |
Detailed Vesting Schedules (Quartermain)
- Director RSUs: Granted March 1, 2024; vest ratably over three anniversaries following grant date .
- Outstanding RSUs: 35,588 and 70,755 RSUs vest in three equal tranches on March 1, 2025, 2026, and 2027 (market values shown in the proxy at $2.20 close on 12/31/24) .
- Stock options: 275,000 options @ $4.76, expiring May 17, 2026; fully exercisable; intrinsic value $0 at $2.20 close on 12/31/24 .
Equity Ownership & Alignment
| Metric | As of Mar 20, 2024 | As of Mar 14, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 8,212,664 | 8,346,904 |
| Ownership (% of outstanding) | 9.28% (out of 87,703,942 shares) | 8.4% (out of 99,032,807 shares) |
| Breakdown (as of Mar 14, 2025) | Shares/Units |
|---|---|
| Common Shares | 7,530,771 |
| Vested Options | 275,000 |
| Warrants | 541,133 |
- Hedging/short sales prohibited by insider trading policy; policy includes blackout windows and guidelines for 10b5‑1 plans; no explicit pledging policy is referenced in the proxy .
- No stock ownership guideline disclosure for executives/directors was identified in the cited filings .
Employment Terms
- Role and start: Appointed President & CEO on October 30, 2024; director since March 2022; Co‑Chair of the Board; member, ESG and Technical Committees .
- Contract status: No employment agreement; serves without cash compensation; not eligible for cash severance .
- Change‑of‑control treatment (equity plan): Single‑trigger acceleration—options/SARs immediately vest; time‑vested awards fully vest; performance awards vest at target; settlement in cash/shares as practicable .
- Estimated equity acceleration value at 12/31/24 price: $233,995 across termination scenarios listed (no cash severance) .
- Insider trading policy: Prohibits trading on MNPI, hedging and short sales; establishes blackout windows and 10b5‑1 plan guidelines .
Board Governance
- Current roles: CEO and Co‑Chairman; committee memberships (ESG and Technical) .
- Independence: The Board identified three independent directors (Grafton, Koenig, Schroeder) in the 2025 proxy; Quartermain is not listed as independent (CEO/Co‑Chair) .
- Lead Independent Director: Koenig was Lead Independent Director per 2025 proxy; on May 15, 2025 the independent directors elected Todd Kenner as Lead Independent Director .
- Committee chairs (2025 proxy): Compensation (Grafton), Nominating & Governance (Koenig), Audit (Schroeder), ESG and Technical (O’Rourke) .
- Related‑party oversight: No formal written RPT policy; Audit Committee charter and Code of Ethics provide guidelines; independence reviewed annually .
Director Compensation (Quartermain)
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash Fees | 0 | Elected not to receive fees; requested donation of foregone fees to charities . |
| Stock Awards (RSUs) | $150,000 | Grant date fair value; granted March 1, 2024; vest ratably over three anniversaries . |
| Options | — | No director option awards reported for 2024 . |
| Total | $150,000 | 2024 non‑executive director compensation table . |
Compensation Structure Analysis
- Cash vs equity mix: For 2024, Quartermain received equity (RSUs) and no cash salary or cash director fees, indicating a highly equity‑weighted profile .
- Option profile: 275,000 fully‑vested options expiring 2026 are currently out‑of‑the‑money at the 12/31/24 close ($2.20 vs $4.76 strike), implying zero intrinsic value and minimal near‑term exercise pressure absent price appreciation .
- Performance linkage: Company PSU program is tied to relative TSR vs MVIS Global Junior Gold Miners Index with 0–200% payout; Quartermain’s 2024 awards did not include PSUs (value $0), indicating his 2024 equity was time‑based .
- Plan governance: 2022 Stock Plan prohibits repricing without stockholder approval and covers standard award types; board sought to increase plan reserve from 6.25M to 10.75M shares for future grants (potential dilution) .
Vesting Schedules and Insider Selling Pressure
| Instrument | Key Dates | Detail |
|---|---|---|
| Director RSUs (2024 grant) | Mar 1, 2025/2026/2027 | Ratable vesting over three anniversaries following Mar 1, 2024 grant . |
| RSUs (Quartermain) | Mar 1, 2025/2026/2027 | 35,588 and 70,755 RSUs vest in equal tranches on these dates . |
| Options | May 17, 2026 | 275,000 options @ $4.76 fully exercisable; expire on this date . |
- Potential supply windows around March 1 of 2025–2027 subject to blackout windows and 10b5‑1 plan usage under the insider trading policy .
Performance & Track Record
- Leadership record: Founder and former Executive Chairman of Pretium Resources (2010–2019); prior long‑tenured CEO of Silver Standard Resources (1985–2010) .
- Company performance metrics used in incentives: Relative TSR versus MVIS Global Junior Gold Miners Index underpins PSU awards (0–200% payout), aligning a portion of long‑term incentives with shareholder returns .
Employment Terms – Change‑of‑Control and Severance Economics
| Scenario | Cash Severance | Equity Acceleration | Notes |
|---|---|---|---|
| Termination without Cause | 0 | $233,995 | Based on 12/31/24 stock price; options valued at $0 if out‑of‑the‑money . |
| Death/Disability | 0 | $233,995 | Plan provides acceleration on death/disability . |
| Change of Control (single‑trigger) | 0 | $233,995 | Plan accelerates options/RSUs and PSUs at target upon CoC . |
| Double‑Trigger (if applicable) | 0 | $233,995 | Table presents same acceleration value for listed scenarios; no cash severance . |
Say‑on‑Pay & Shareholder Feedback
- The cited proxy materials do not provide historical say‑on‑pay approval percentages or specific shareholder feedback items; proposals in 2025 focused on election of directors, auditor ratification, and increasing shares under the 2022 Stock Incentive Plan .
Compensation Committee Analysis
- Composition and independence: Compensation Committee chaired by Jennifer S. Grafton (independent); no compensation committee interlocks or insider participation disclosed .
- Use of consultants/conflicts: Not disclosed in the cited materials .
Risk Indicators & Governance Notes
- Single‑trigger equity acceleration upon change of control (PSUs at target) can be shareholder‑sensitive; monitor award sizes and plan amendments .
- No formal written related‑party transaction policy (guidance via Code of Ethics/Audit Committee); annual independence reviews conducted .
- Insider policy bans hedging/short sales and prescribes blackout windows and 10b5‑1 guidance, which mitigates trading‑related risks .
- Section 16(a) compliance: Officers and directors timely filed during FY2024 per proxy disclosure .
Investment Implications
- High alignment via ownership and equity‑only CEO pay: Quartermain’s 8.4% stake and lack of cash salary concentrate incentives on equity value creation; however, absence of an employment agreement and age 70 may introduce retention/transition risk that investors should monitor .
- Near‑term supply/dilution watch: RSU tranches vest annually on March 1 (2025–2027) and the requested expansion of the 2022 Stock Plan share reserve may incrementally increase equity issuance; both could create episodic selling pressure or dilution depending on usage and market windows .
- Change‑of‑control mechanics: Single‑trigger acceleration (PSUs at target) and no cash severance for the CEO reduce cash outlay but can influence transaction incentives; equity acceleration value for Quartermain was $233,995 at 12/31/24 pricing, with options out‑of‑the‑money at that date .
- Governance mitigants to dual role: While CEO also serves as Co‑Chair, the Board has designated a Lead Independent Director role (transitioned to Todd Kenner on May 15, 2025) and maintains independent chairs of key committees, which provides structural counterbalance for oversight .