Oscar Cabrera
About Oscar Cabrera
Oscar M. Cabrera, age 62, is a new Class I director nominee at DynaResource (DYNR). He is an independent director under Nasdaq rules, with 25+ years as a metals/mining equity analyst at Goldman Sachs, Merrill Lynch Canada, and CIBC World Markets, and recently served as independent director and Chair of Sierra Metals Inc.; he holds an MBA (York University), M.Eng. Structural Engineering (University of Toronto), and B.Sc. Civil Engineering (ITESM), and is a Canadian citizen originally from Mexico .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Goldman Sachs | Equity Research Analyst, Metals & Mining | Not disclosed | Recognized for commodity analysis and industry relationships |
| Merrill Lynch Canada | Equity Research Analyst, Metals & Mining | Not disclosed | Thought leadership and capital markets advisory exposure |
| CIBC World Markets | Equity Research Analyst, Metals & Mining | Not disclosed | Industry relationships; advised on primary/secondary offerings |
| Sierra Metals Inc. | Independent Director and Chair | “Recently served” (dates not disclosed) | Board leadership as Chair; governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nexa Resources S.A. | Advisor | Not disclosed | Advisory role leveraging commodity analysis and relationships |
| Karst Capital Partners | Advisor | Not disclosed | Advisory role; capital markets vetting |
Board Governance
- Independence: The Board determined Mr. Cabrera is independent under Nasdaq rules .
- Committee assignments: Not yet disclosed for Cabrera in the 2025 proxy (committee roster lists existing members; his assignment TBD post-election) .
- Board/committee activity and attendance (context): In 2024, the Board held 10 meetings; Audit 4; Compensation 10; Nominating 1; incumbent directors attended at least 75% of Board/Committee meetings . Non‑management directors meet in executive session at each Board meeting .
- Committee structure (2025): Standing committees are Audit (all independent; Chair Philip Rose), Compensation (independent), Nominating (3 independent/1 non‑independent), SEHS (independent), and Technical (2 independent/1 non‑independent) .
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $25,000 | April 2025 | Board-approved 4/2025 |
| Committee membership fee (per committee) | $4,000 | April 2025 | For each committee served |
| Committee chair fee (per committee) | $2,000 | April 2025 | Additional for chair role |
| Annual equity grant (fair value) | $50,000 | April 2025 | Subject to vesting requirements |
| Prior structure (context) | $100,000 cash | 2023–2024 | Compensation Committee approved $100k cash per year for Board and all committees |
Compensation program signals: Shift from a single $100k cash retainer (2023–2024) to lower cash + standardized equity in 2025 increases equity alignment and pay-at-risk for non-employee directors .
Performance Compensation
| Instrument | Grant Value / Terms | Vesting | Metrics |
|---|---|---|---|
| Director equity (2025 program) | $50,000 grant-date fair value | Subject to vesting (details not specified) | No director performance metrics disclosed |
| Options (peer example, 2024) | Quinton Hennigh: $50,356 grant-date fair value | 400,000 options vest 25% annually on each of 4 anniversaries from 2/16/2024 | Director options disclosed for Hennigh only; not a company-wide director metric program |
No director-level performance metrics (TSR, EBITDA, ESG) are tied to non-employee director compensation in the proxy; awards are time-vested rather than performance-vested .
Other Directorships & Interlocks
| Company | Role | Status | Interlock / Conflict Notes |
|---|---|---|---|
| Sierra Metals Inc. | Independent Director and Chair | Prior (“recently served”) | No DYNR-related transaction disclosed; governance experience |
Proxy states current Board/director nominees generally have not held other reporting company directorships in past 5 years except as otherwise reported; Cabrera’s Sierra Metals role is reported in his biography .
Expertise & Qualifications
- Metals/mining equity research expertise; commodity fundamentals; capital markets advisory experience including offerings in Canada, U.S., and Europe .
- Education: MBA (York University); M.Eng. Structural Engineering (University of Toronto); B.Sc. Civil Engineering (ITESM) .
- Bilingual (Spanish/English); Canadian citizen originally from Mexico; valuable for Mexico operating context .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Oscar M. Cabrera | — | * (less than 1%) | April 20, 2025 |
Policies and alignment:
- Hedging/pledging: Company has not adopted policies regarding hedging transactions by employees/directors; no pledging policy disclosed (alignment risk) .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy (no guideline mention).
- Equity plan capacity (context): 2024 Amended & Restated Equity Incentive Plan up to 4,000,000 shares; separate 2022 plan also outstanding .
Governance Assessment
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Positives
- Independent status; capital markets and sector expertise strengthen oversight, particularly for Audit/Compensation/SEHS topics once assigned .
- 2025 director pay framework adds standardized equity with vesting, improving ownership alignment versus prior all-cash approach .
- Board uses executive sessions at each meeting; committee charters and an audit committee financial expert designated (Rose) indicate maturing governance structures .
-
Watch items / RED FLAGS
- No disclosed share ownership for Cabrera as of April 20, 2025; alignment will depend on timely receipt/holding of director equity grants .
- No hedging policy adopted; directors may hedge company stock, which can weaken alignment optics .
- Related-party transaction oversight is Board-level without formal written procedures; while transactions >$120k since 1/1/2023 are disclosed and limited, lack of codified RPT policy is a governance gap .
- Preferential voting rights: Series C preferred elects Class II director (control feature); while not specific to Cabrera, this board dynamic can influence independence perceptions and investor confidence .
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Attendance/Engagement
- Board/committee activity is robust; all incumbent directors met the ≥75% attendance threshold in 2024; Cabrera’s attendance will be assessable after first full year of service .
-
Compensation structure analysis
- Year-over-year shift from $100k all-cash (2023–2024) to $25k cash + committee/chair fees + $50k equity (2025) reduces guaranteed pay and increases equity mix, signaling stronger pay-for-governance alignment for directors .
-
Related-party exposure tied to Cabrera
- None disclosed; no specific transactions involving Cabrera reported; Board states review process for potential conflicts but without formal written procedures .