Maria Virginia Anzola
About Maria Virginia Anzola
Maria Virginia Anzola (age 52) is an independent director of DynaResource, Inc. (DYNR) nominated to the Class I slate for election at the June 23, 2025 annual meeting; she joined the board in 2025 and brings 27+ years of legal experience in the mining and resources sector across Latin America and Canada . She is called to the bar in Venezuela and Ontario, holds LL.M. degrees from the University of Michigan and Osgoode Hall Law School, and a Certificate in Mining Law; she is fluent in Spanish and English and conversational in French . The board has affirmatively determined her independence under applicable Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascendant Resources Inc. (TSX:ASND) | General Counsel & Corporate Secretary | Not disclosed | Senior legal leadership in mining operations and compliance |
| Cerrado Gold Inc. (TSXV:CERT) | General Counsel & Corporate Secretary | Not disclosed | Legal and governance leadership in LATAM mining |
| Primero Mining Corp. | Assistant General Counsel | Not disclosed | Legal counsel in mining industry |
| Hudbay Minerals Inc. | Senior Counsel | Not disclosed | Legal counsel; broader resources sector exposure |
| Oil & Gas industry (unspecified) | Legal roles | Not disclosed | Broadened international resource regulatory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerrado Gold Inc. (TSXV:CERT) | Director | Not disclosed | Committee roles not disclosed |
Board Governance
- Independence: Determined independent under Nasdaq rules .
- Committee assignments: Member, Sustainability, Environment, Health & Safety (SEHS); Member and Chair, Nominating & Governance (chair role effective January 6, 2025) .
- Executive sessions: Non-management directors meet in executive session at each board meeting .
- Attendance: In 2024, the board held 10 meetings; Audit 4, Compensation 10, Nominating 1; all incumbent directors attended ≥75% of meetings (SEHS and Technical were formed in 2025) .
- Board structure: Five standing committees; Audit, Compensation, and SEHS are fully independent; Nominating has three independent and one non-independent member .
| Committee | Membership | Chair | Independence |
|---|---|---|---|
| Audit | Not a member | — | Committee fully independent |
| Compensation | Not a member | — | Committee fully independent |
| Nominating & Governance | Member | Chair (since Jan 6, 2025) | 3 independent + 1 non-independent; Anzola independent |
| SEHS | Member | Chair: Quinton Hennigh | Committee fully independent |
| Technical | Not a member | Chair: Rohan Hazelton | Mixed independence |
Fixed Compensation
- 2025 non-employee director compensation approved in April 2025: $25,000 cash annual retainer; $4,000 cash per committee membership; $2,000 cash per committee chair; plus equity awards valued at $50,000, subject to vesting requirements .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $25,000 | Non-employee directors |
| Committee membership fee | $4,000 per committee | Applies per committee served |
| Committee chair fee | $2,000 per chair role | Applies per committee chaired |
| Annual equity grant | $50,000 | Subject to vesting requirements |
Performance Compensation
- Equity awards for non-employee directors are time-vested; no director-specific performance metrics disclosed (company’s performance-based DSUs/RSUs apply to executives, not directors) .
| Performance Metric | Target | Measurement Period | Payout Linkage |
|---|---|---|---|
| None disclosed for directors | — | — | Equity for directors is time-based vesting; no metrics disclosed |
Other Directorships & Interlocks
- Current public boards: Cerrado Gold Inc. (TSXV:CERT) .
- Shared directorships/ownership concentration context: Golden Post Rail LLC controls 100% of Series C and Series E preferred; its appointee (Philip A. Rose) serves as Class II director; institutional holders Gareth Nichol and Golden Post participated in the Oct 2024 private placement. No disclosed transactional or familial ties for Anzola personally .
| Company | Relationship | Potential Interlock/Conflict | Evidence |
|---|---|---|---|
| Cerrado Gold Inc. | Anzola director | No DYNR transactional ties disclosed | |
| Golden Post Rail LLC | 5%+ holder; controls Series C & E; Board appointee Philip A. Rose | Board influence via preferred; not linked to Anzola |
Expertise & Qualifications
- Cross-jurisdiction legal expertise (civil and common law); called to the bar in Venezuela and Ontario .
- Mining law credentials (LL.M., Certificate in Mining Law); deep LATAM operational familiarity .
- Languages: Spanish and English fluent; conversational French—enhances stakeholder and regulatory engagement in LATAM .
- Governance leadership: Chair of Nominating & Governance Committee—responsible for board composition, governance standards, and director nomination processes .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Shares Outstanding | As of |
|---|---|---|---|
| Maria Virginia Anzola | — | * (less than 1%) | April 20, 2025 |
Notes: Table assumes 29,315,726 common shares outstanding; asterisk denotes less than 1% .
Governance Assessment
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Positive signals:
- Independence and governance leadership: Independent director; Chair of Nominating & Governance; member of SEHS—strong fit for oversight of governance, sustainability, and board composition .
- Attendance culture: Board reports ≥75% attendance among incumbents; non-management executive sessions each meeting—supports engagement and independent oversight .
- Skills relevance: Mining-sector legal background with LATAM expertise and bilingual capabilities—valuable for DYNR’s operating footprint and stakeholder management .
-
Watch items / RED FLAGS:
- No hedging policy adopted: Company explicitly states it has not adopted hedging policies for directors or employees—misalignment risk vs. best practices; monitor for pledging/hedging disclosures in future filings .
- Related party and board payments: Company accrued/paid $312,500 in management fees to directors in 2024; lack of formal written related-party transaction policy beyond board review could present conflict risks in a controlled-holder context .
- Family relationship influencing nominations: Former CEO and current Chairman Koy W. Diepholz’s son (Tayler) is a required Class I nominee due to contractual provisions—potential governance optics around board independence notwithstanding overall committee structure .
-
Ownership alignment:
- No disclosed director ownership guidelines; Anzola shows no beneficial common ownership as of April 20, 2025—equity grant introduction ($50,000/year) improves alignment, but absence of formal guidelines limits robustness relative to best practice .
-
Compensation structure:
- For directors, cash + equity mix shifted to introduce equity grants in April 2025; no performance metrics tied to director pay, consistent with market norms, but pay-for-performance signals reside primarily in executive DSUs/RSUs (not applicable to directors) .
-
Committee effectiveness:
- Nominating & Governance chaired by Anzola as of Jan 6, 2025—clear accountability for board composition and governance standards; SEHS membership aligns with emerging sustainability oversight needs .
Implication: Anzola strengthens board governance through legal/regulatory and LATAM mining expertise and leadership of nominations/governance. Key investor focus areas are the company’s lack of hedging policy, related-party fee accruals to directors, and the presence of family-linked nomination requirements, which collectively warrant monitoring for board independence and conflict management practices .