Rohan Hazelton
About Rohan Hazelton
Rohan Hazelton (age 51) is President, CEO, and a director of DynaResource (appointed June 3, 2024). He is a Harvard honors graduate (BA, Applied Math & Economics) and a Canadian CPA with 23 years of mining leadership experience, including CEO of NorZinc, CFO roles at Cerrado Gold and Ascendant Resources, co-founder/CEO of KORE Mining, and senior finance/strategy roles at Goldcorp/Wheaton River (including CFO Goldcorp Mexico). He has significant operational experience in Mexico and is bilingual (Spanish/English) . Under “Pay vs Performance,” DynaResource reported cumulative TSR of $57.14 (value of $100 invested on 12/31/2021) for 2024 and a 2024 net loss of $(8,134,852) (2023: $(14,533,504)) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NorZinc Ltd. | Chief Executive Officer; Director | Not disclosed | Zinc-lead-silver developer CEO; board service |
| Cerrado Gold (TSXV: CERT) | Chief Financial Officer | Not disclosed | Public mining CFO experience |
| Ascendant Resources (TSX: ASND) | Chief Financial Officer | Not disclosed | Public mining CFO experience |
| KORE Mining (TSXV: KORE) | Co-founder; Chief Executive Officer | Not disclosed | Early-stage growth and leadership |
| Goldcorp / Wheaton River Minerals | VP Strategy; CFO Goldcorp Mexico; earlier finance roles | Not disclosed | Scaling operations and corporate strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Search Minerals Inc. (TSXV: SMY) | Director (current) | Not disclosed | Current external public directorship |
| NorZinc; Primero Mining; Terrane Metals; Gryphon Gold | Director (prior) | Not disclosed | Prior public company board service |
Fixed Compensation
| Component | Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $225,000 per year | June 3, 2024 | Plus 10% in lieu of ordinary executive benefits while working primarily from Canada; transitioned to Florida in 2025 |
| Annual Bonus Target | Up to 50% of base salary; payable entirely in deferred stock units (DSUs) | June 3, 2024 | Discretionary; paid in equity (DSUs) aligning with shareholders |
| 2024 Salary Paid | $118,125 | FY2024 | As reported in Summary Compensation Table |
| 2024 All Other Compensation | $13,125 | FY2024 | As reported; composition not itemized |
Performance Compensation
| Instrument/Metric | Structure | Target/Grant | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Cash Bonus | Up to 50% of base (paid as DSUs) | 50% of base | $0 for 2024 | N/A | Discretionary; paid in DSUs if awarded |
| RSUs | 500,000 units | Granted 6/3/2024 | Grant-date fair value included in 2024 stock awards ($875,000 for CEO) | Vests 1/3 annually on each of first 3 anniversaries of 6/3/2024 | Aligns retention and long-term value |
| DSUs (Performance) | 500,000 units | Granted 6/3/2024 | Vesting contingent on performance targets | Performance-vesting (criteria set by Comp Committee) | Specific metrics not disclosed |
| Stock Options | 750,000 options @ $1.75 strike | Granted 6/3/2024 | 2024 option award grant-date value $120,575 | Vests 1/3 per year on each of first 3 anniversaries; expires 6/3/2029 | Equity leverage; time-based vesting |
Equity Ownership & Alignment
| Category | Amount | Details |
|---|---|---|
| Beneficial Ownership (Common) | 10,000 shares | <1% of outstanding (29,315,726 shares outstanding) |
| Unvested RSUs + DSUs | 1,000,000 units | 500,000 time-based RSUs + 500,000 performance DSUs; aggregate unvested value disclosed at $1,000,000 as of 12/31/2024 |
| Stock Options | 750,000 unexercisable | Strike $1.75; vest 1/3 annually; expire 6/3/2029 |
| Hedging/Pledging Policies | No hedging policy adopted; pledging not disclosed | Company states no adopted policies on hedging by employees/directors; no explicit pledging disclosure |
| Ownership Guidelines | Not disclosed | No executive stock ownership guideline disclosure |
Employment Terms
| Term | Provision | Implication |
|---|---|---|
| Start Date | June 3, 2024 | New leadership tenure |
| Severance (CIC) | Upon termination by Company without cause or by Hazelton for good reason within 12 months following a change of control (or upon death/disability): lump-sum equal to 24 months base salary plus maximum annual discretionary bonus | Double-trigger for CIC cash severance; effectively 24 months salary + up to 50% of base as bonus |
| Severance (Non-CIC) | Not specified beyond above | Only CIC/death/disability terms disclosed |
| Equity Plan CIC | 2022 Plan: all restrictions/conditions are automatically accelerated or waived upon a change in control | Plan-level acceleration applies to awards under 2022 Plan; 2024 Plan details not provided in proxy |
Board Governance
- Roles: Hazelton serves as Director, President and CEO; with input from committees and management, he presides over Board meetings . Current Chairman at proxy date is Koy W. Diepholz (not nominated for reelection) .
- Committees: Member of Nominating & Governance (not independent) and Technical Committee (Chair; not fully independent). Audit, Compensation, and SEHS committees are entirely independent .
- Independence and oversight: Non-management directors meet in executive session at each Board meeting . All incumbent directors attended at least 75% of meetings in 2024 .
| Committee | Members | Independence | Chair |
|---|---|---|---|
| Audit | Rose; Omland; Petrini | All independent | Rose (Audit Committee Financial Expert) |
| Compensation | Petrini; Omland; Rose | All independent; non-employee under Rule 16b-3 | Petrini |
| Nominating & Governance | Hazelton; Petrini; Rose; Anzola | 3 independent + Hazelton (non-independent) | Rose (to 1/6/2025); Anzola (since 1/6/2025) |
| SEHS | Hennigh; Petrini; Anzola | All independent | Hennigh |
| Technical | Hazelton; Hennigh; Petrini | 2 independent + Hazelton (non-independent) | Hazelton |
Director Service and Dual-Role Implications
- Board service at DynaResource since 2024; sits on Nominating (as non-independent) and chairs Technical Committee .
- Dual role as CEO and director (not Chairman). Presence on Nominating (mixed independence) and chairing Technical (not fully independent) centralizes operational oversight with management; mitigants include independent composition of Audit/Compensation/SEHS and executive sessions of non-management directors .
Compensation Structure Analysis
- Mix: 2024 CEO pay emphasized equity ($875,000 stock awards; $120,575 options) vs cash ($118,125 salary; $0 bonus); all other comp $13,125 . The bonus is fully equity-settled via DSUs when awarded, increasing at-risk alignment .
- Performance linkage: 500,000 DSUs are performance-vested with criteria set by the Compensation Committee; specific metrics not disclosed (no revenue/EBITDA/TSR targets listed) .
- Vesting cadence: RSUs and options vest ratably over three years, creating a steady vesting supply through 2027; options strike $1.75 expiring 6/3/2029 .
- CIC economics: Double-trigger cash severance equals 24 months salary plus max bonus (50% of base), which increases retention value around change-in-control windows .
- Plan features: 2022 Plan provides single-trigger equity acceleration upon CIC for awards under that plan; details for 2024 plan not provided .
Say-on-Pay & Shareholder Feedback
- Not disclosed in the proxy for 2024–2025; the company notes smaller reporting company scaled disclosures .
Related Party and Risk Indicators
- Hedging policy: Company has not adopted hedging policies for employees/directors (potential alignment concern) .
- Section 16 compliance: Late Form 3 and Form 4 filings in 2024–2025, including Hazelton’s initial Form 3 and award Form 4 filed on October 22, 2024 .
- Family/related: Former CEO and current Chairman Koy W. Diepholz not nominated for reelection; his son Tayler nominated as Class I director pursuant to agreement; $312,500 of management fees paid/accrued to directors in 2024; 2024 private placement included large purchases by Golden Post Rail and Gareth Nichol (significant holders) .
- Governance structure: CEO on Nominating; CEO chairs Technical committee (not fully independent), while key pay/audit oversight remains fully independent .
Pay vs Performance Snapshot
| Year | CEO (Total Comp Table) | Compensation Actually Paid (CEO) | Average NEO Total | Average NEO CAP | Cumulative TSR ($100 base) | Net Income (Loss) |
|---|---|---|---|---|---|---|
| 2024 | $143,375 (Hazelton portion) | $143,375 | $449,846 | $449,846 | $57.14 | $(8,134,852) |
| 2023 | $1,058,371 (Diepholz) | $1,058,371 | $787,536 | $787,536 | $115.43 | $(14,533,504) |
| 2022 | $889,500 (Diepholz) | $889,500 | $568,534 | $568,534 | $139.43 | $6,685,802 |
Notes: CAP adjustments reconciled per Item 402(v) methodology; TSR denotes cumulative value of $100 invested on 12/31/2021 .
Equity Ownership Detail (as of 12/31/2024 unless noted)
| Item | Amount | Vesting/Terms |
|---|---|---|
| Beneficially owned common shares | 10,000 (<1%) | As of 4/20/2025; 29,315,726 shares outstanding |
| Unexercised options (exercisable) | 0 | N/A |
| Unexercised options (unexercisable) | 750,000 | $1.75 strike; vest 1/3 annually from 6/3/2024; expire 6/3/2029 |
| Unvested RSUs | 500,000 | Vests 1/3 annually from 6/3/2024 |
| Unvested DSUs (performance) | 500,000 | Vesting contingent on performance criteria |
| Unvested equity value (RSUs/DSUs) | $1,000,000 | Aggregate value as disclosed |
Director Compensation (context for dual-role governance)
- Non-employee director framework: In April 2025, Board approved $25,000 cash annual retainer; $4,000 per committee; $2,000 per committee chair; plus equity awards valued at $50,000, subject to vesting .
- 2024 non-employee director totals include accruals and option grants; examples: Petrini $118,750 total (including $18,750 stock awards and $100,000 other compensation accrued); Hennigh $50,356 option grant; others as disclosed .
Compliance, Policies, and Practices
- Insider trading policy embedded in Code of Ethics; equity grants are not timed around MNPI; grants approved on/before grant date by Compensation Committee .
- No explicit executive retirement benefits; no disclosed clawback or ownership guidelines for executives; equity plan inventory outlined (2024 Amended and Restated Plan approved; 2022 Plan not approved) .
Investment Implications
- Alignment and retention: The structure weights equity (time-vested RSUs and options) and performance DSUs, with bonus entirely in DSUs if paid—favorable for alignment. Three-year vesting cadence implies steady upcoming vest supply through 2027, which can add episodic insider selling pressure upon vesting if 10b5-1 plans are established; specific selling activity not disclosed in proxy .
- Governance checks: CEO sits on Nominating and chairs Technical (not fully independent), concentrating influence over board composition inputs and technical disclosures; however, Audit, Compensation, and SEHS are fully independent with executive sessions each meeting, providing counterbalance .
- CIC economics: Double-trigger cash severance of 24 months’ salary plus max bonus increases retention in strategic scenarios but elevates potential transaction costs; 2022 Plan equity acceleration is single-trigger, which can be shareholder-unfriendly if still applicable to any outstanding awards under that plan .
- Risk flags: Absence of a hedging policy and late Section 16 filings signal governance/process gaps to monitor; related-party dynamics (family nominee; director fees; insider-led private placement buyers) warrant ongoing scrutiny for conflicts, though independent committees are in place .
- Execution background: Deep finance/operations history across North American mining and Mexico-specific experience supports operational scaling; 2024 TSR and losses reflect company-level challenges pre- and post-transition—investors should monitor tangible performance targets for the 500k performance DSUs to evaluate pay-for-performance rigor as metrics are disclosed/assessed by the Compensation Committee .