Stephen O'Rourke

About Stephen O'Rourke

Stephen O’Rourke is Managing Director and Co-Chairman of Dakota Gold Corp. and has served on the board since March 2022; he became Managing Director in July 2024. He is 69, chairs the ESG and Technical Committees, and is not classified as an independent director under NYSE American standards; CEO Robert Quartermain is also Co‑Chairman, with Amy Koenig designated Lead Independent Director to mitigate dual-role governance concerns . O’Rourke’s background includes senior energy roles: President of global petroleum exploration at BHP Billiton (2007–2011), VP roles in development/appraisal/petroleum engineering (2003–2007), and senior technical/management roles at Shell Oil Co. (1983–2000); he holds a B.S. in Geological Engineering, an Honorary Doctorate of Public Service (South Dakota Mines), and is a graduate of Wharton’s Advanced Management Program . The proxy does not disclose TSR or operating performance metrics tied specifically to his director or MD compensation .

Past Roles

External Roles

Fixed Compensation

Non‑executive director compensation (grant-date fair values under ASC 718):

• 2024 RSUs granted March 1, 2024 vest ratably over three anniversaries; O’Rourke also received an incremental $12,500/month (Jul 1–Dec 31, 2024) beyond regular Co‑Chair/Board fees .
• 2022 director RSUs vesting occurred May 11, 2023; O’Rourke’s cash fees equated to $21,500 per quarter for serving as Co‑Chairman (partial-year) .

Performance Compensation

Director equity is predominantly time-based RSUs; no director-specific performance metrics or PSU awards disclosed for O’Rourke.

Plan-level change-in-control treatment (2022 Stock Plan):

• Options/SARs: immediate full vesting; performance conditions deemed satisfied .
• Time-vested awards: immediate full vesting; settled in cash/shares .
• Performance-vested awards: immediate vesting at target; settled in cash/shares .

Equity Ownership & Alignment

As of proxy record dates:

• No pledging of company shares by O’Rourke is disclosed in the proxy materials returned; ownership guidelines compliance specifics are not disclosed for directors or MD .

Employment Terms

• Role/tenure: Managing Director since July 2024; Co‑Chair of the Board since March 2022 .
• Employment agreement terms, bonus targets, severance/change‑of‑control specifics for O’Rourke are not detailed in the returned proxies/8‑Ks; by contrast, agreements for COO Aberle and SVP/CLO Malone specify salary, target bonus, and severance multiples (2.0x and 1.5x, respectively), underscoring Dakota’s use of fixed severance formulas for executives .
• Plan-level CIC acceleration applies to equity awards (see Performance Compensation) and could broadly affect executive/director award treatment during transactions .

Board Governance

• Roles: Co‑Chairman; Chair of ESG and Technical Committees; committee memberships as designated .
• Independence: Board has six directors; three independent (Grafton, Koenig, Schroeder). O’Rourke and Quartermain (CEO & Co‑Chair) are not independent, with Koenig appointed Lead Independent Director to address chair independence concerns .
• Attendance: Board held six meetings in 2024; each incumbent director attended all Board and committee meetings (100% attendance) .
• Related-party transactions: Company lacks a formal written policy but uses Audit Committee and Code of Ethics guidelines for review/approval; independence is re‑assessed annually via questionnaires—another indicator to monitor for governance rigor and potential conflicts .

Track Record and Qualifications

• Energy/mining senior leadership, exploration and technical planning expertise from BHP and Shell; consulting and board governance experience across engineering and energy ventures .
• Investor-facing leadership: O’Rourke listed as Co‑Chair, Director, and Managing Director among investor contacts in company communications .

Investment Implications

• Alignment: O’Rourke’s beneficial ownership (~1.2%) and vested options support skin-in-the-game; director awards are time-based RSUs (no disclosed performance gates), suggesting moderate alignment with shareholder value via share price appreciation but limited direct pay-for-performance linkage for his director equity .
• Retention and selling pressure: Multi-year RSU vesting from March 2023/2024 creates scheduled supply; plan-level CIC acceleration to target can pull forward vesting in transactions—watch for corporate actions as potential unlocks/overhangs .
• Governance risk: Dual Co‑Chair structure with CEO as Co‑Chair and O’Rourke as MD/Co‑Chair raises independence concerns mitigated by a Lead Independent Director; lack of a formal related-party transaction policy is a governance red flag to monitor for conflicts or investor pushback .
• Compensation signaling: Absence of disclosed MD employment terms or incentive metrics for O’Rourke limits visibility into pay-for-performance alignment; contrast with disclosed severance formulas for other executives indicates Dakota uses standardized severance multiples, but O’Rourke’s specifics are opaque in the returned filings .
• Trading signals: Upcoming RSU vest dates, any Form 4 activity and potential CIC events under the Stock Plan warrant monitoring for supply dynamics and sentiment shifts; Board amendment to expand share pool to 10.75M under the 2022 Plan increases equity overhang, relevant to dilution and compensation-driven issuance .