Todd Kenner
About Todd Kenner
Todd Kenner, age 63, was appointed as an independent director of Dakota Gold Corp. on May 15, 2025, and elected by the independent directors to serve as Lead Independent Director the same day; he also joined the Audit Committee. Kenner brings 40+ years in engineering design and business management, most notably as President and CEO of RESPEC (2009–2024), where he led growth from $14M to $142M in annual revenues and expanded to 28 offices and two international locations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RESPEC (engineering and rock mechanics) | President & CEO | 2009–2024 | Led strategic expansion; revenue growth from $14M to $142M; geographic expansion to 28 offices and two international locations; 650 professionals |
| American Council of Engineering Companies (ACEC) | Board leadership | Not specified | Public service board leadership |
| Nevada State Board of Professional Engineers and Land Surveyors | Board leadership | Not specified | Public service board leadership |
| Center for Alumni Relations and Advancement (CARA) | Board leadership | Not specified | Public service board leadership |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Elevate Rapid City | Board of Directors & Executive Committee | Current | Local economic development governance |
| Community Health Center of the Black Hills | Board of Directors | Current | Community health governance |
Board Governance
- Appointed Director: May 15, 2025; Independent status affirmed; no arrangements, family relationships, or Item 404(a) related party interests disclosed .
- Lead Independent Director: Elected by independent directors, effective May 15, 2025 .
- Committee Assignment: Audit Committee member (effective May 15, 2025) .
- Standard Director Compensation Framework: Annual board fees of $36,000; one‑time initial grant of stock options (see Compensation sections) .
- Company insider trading policy prohibits short sales, hedging and similar arrangements by directors (alignment enhancer) .
Fixed Compensation
| Component | Amount | Timing | Notes |
|---|---|---|---|
| Annual Board Cash Fees | $36,000 | Ongoing | Standard non‑employee director compensatory arrangement |
Performance Compensation
| Instrument | Grant Size | Term | Vesting | Exercise Price | Notes |
|---|---|---|---|---|---|
| Stock Options | 100,000 | 5 years | Time-based; vests equally in 2026, 2027, 2028 | Set per standard option practices (exact price not disclosed) | One‑time initial grant to new director |
Performance metrics (for director pay): None disclosed; initial option grant is time-based (no revenue/EBITDA/TSR metrics specified) .
Other Directorships & Interlocks
| Entity | Role | Interlock/Overlap | Notes |
|---|---|---|---|
| RESPEC | Kenner: Former President & CEO (2009–2024) | O’Rourke: Non‑Executive Lead Director | Shared affiliation between two DC directors; no related party transactions disclosed for Kenner |
Expertise & Qualifications
- Engineering leadership and rock mechanics domain expertise; extensive experience scaling technical services organizations .
- Board governance experience across professional and community organizations; local South Dakota relationships advantageous for permitting and stakeholder engagement .
- Independence and financial oversight capability via Audit Committee service .
Equity Ownership
| Category | Amount | Status | Notes |
|---|---|---|---|
| Common Shares | 3,440 | Beneficially owned (Direct) | Initial Statement of Beneficial Ownership (Form 3 filed June 12, 2025; event date May 15, 2025) |
| Stock Options | 100,000 | Unvested; time‑based vesting in 2026–2028 | One‑time initial director grant |
| Pledged/Hedged Shares | None disclosed | N/A | Company policy prohibits hedging/short sales; no pledging disclosed for Kenner |
Insider Filings
| Filing | Date of Event | Filed | Key Holdings |
|---|---|---|---|
| Form 3 (Initial) | May 15, 2025 | June 12, 2025 | 3,440 common shares beneficially owned (direct) |
Governance Assessment
- Positives: Independent appointment; Lead Independent Director role enhances board oversight; Audit Committee membership aligns with financial risk governance; modest cash retainer with equity option grant supports alignment .
- Potential watch items: Historic shared affiliation with RESPEC via Dr. O’Rourke may warrant continued monitoring for perceived interlocks; company historically reviews related party matters but notes no formal written RPT policy, relying on code of ethics and Audit Committee oversight (company‑level) . No Kenner‑specific related party transactions disclosed .
- Engagement/Attendance: Newly appointed in 2025; no director‑specific attendance data disclosed yet .
Director Compensation Structure Analysis
| Dimension | Observation |
|---|---|
| Cash vs Equity Mix | Cash retainer of $36,000 supplemented by one‑time options; ongoing annual equity for legacy directors has been RSU‑based, but Kenner’s initial grant is options (time‑based) . |
| Risk Profile | Options with time‑based vesting; no performance metrics disclosed for director awards (common market practice); promotes upside alignment without guaranteed payouts . |
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | Effective Date | Expertise Alignment |
|---|---|---|---|
| Audit Committee | Member | May 15, 2025 | Technical and managerial background; oversight of financial reporting and controls |
| Board | Lead Independent Director | May 15, 2025 | Independent leadership; facilitates executive session and board effectiveness |
Independence Status & Related Party Exposure
| Item | Status/Disclosure |
|---|---|
| Independence | Appointed as independent; elected Lead Independent Director . |
| Relationships/Arrangements | None; no family relationships; no Item 404(a) transactions . |
Other Notes
- Board Composition Update: Kenner’s appointment coincided with Kevin Puil joining as Director and Chair of Nominating & Corporate Governance; Amy Koenig resigned as Director to become SVP, Chief Legal Officer & Corporate Secretary .
- Confirmation of Board Role: Kenner signed as Director on the Company’s Form S‑3 registration statement dated July 24, 2025 .
Signals for investors: Kenner’s independence, local stakeholder network, and engineering leadership strengthen DC’s board as the company transitions from exploration to development. The equity component in his compensation fosters alignment; monitor any future disclosures for related party transactions given historical shared affiliations and the company’s reliance on ethics/committee review rather than a formal RPT policy .