David Naccarati
About David C. Naccarati
Independent director of Hycroft Mining Holding Corporation since May 2021; age 71. Over 45 years of mining industry experience, including senior operating roles at Phelps Dodge (former President of Phelps Dodge Mining Company division), founding partner and director at Cupric Canyon Capital (2010–2019), adjunct professor (University of Arizona), and current independent consultant. He holds a Mining Engineering degree from the University of Arizona and an MBA from MIT Sloan School of Management. Core credentials: mine operations and development, safety and technical oversight, and ESG governance leadership as current Chair of HYMC’s ESG Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cupric Canyon Capital, LLC | Founding Partner; Director | 2010–2019 | Acquired/developed mining properties; board role |
| Phelps Dodge Corporation | Senior management; President, Phelps Dodge Mining Company (division) | 2004–2007 | Led large-scale mining operations |
| University of Arizona | Adjunct Professor, Mining & Geological Engineering | 2009–2011 | Academic contribution to mining engineering |
| Independent Consultant | Consultant to mining industry | Current | Technical/operational advisory |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Determined independent under Nasdaq rules |
| Committee Assignments | Audit Committee (Member); ESG Committee (Chair); Safety & Technical Committee (Member) |
| Attendance & Engagement | In 2024: Board met 10x; Audit 4x; ESG 2x; Safety & Technical 3x. Each director attended >75% of combined Board/committee meetings |
| Board Structure | Independent directors meet in regular executive session; separation of Chair/CEO roles; committee-only independent membership |
| Expertise Designation | Financially literate Audit member; ESG oversight leader (Chair) |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 74,000 | Consistent with policy: $55k annual retainer; ESG Chair fee; Audit and Safety & Technical membership fees |
| Director Fee Policy (for reference) | - | Annual retainer $55k; Chair fees: Audit $12.5k, Safety & Technical $10k, ESG $10k; Member fees: Audit $5k, Safety & Technical $4k, ESG $4k; Lead director $10k; Non-exec Chair $70k (cash $25k + RSUs $45k) |
Performance Compensation
| Year | Equity ($) | Instrument | Vesting/Features |
|---|---|---|---|
| 2024 | 75,000 | RSUs | Annual RSU grant to non-employee directors; minimum 12-month vest; no dividends on unvested; no option/SAR repricing; director annual comp cap ($750k; $1.0m in first year or as chair/lead) |
- Plan protections and alignment signals:
- Minimum 12-month vesting on awards; no dividends on unvested shares; prohibition on repricing options/SARs without shareholder approval; non-employee director compensation cap .
- Company-wide hedging/short sale/pledging ban applies to directors (no short-term trading, short sales, options, margin, pledging, or hedging of HYMC stock) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Not disclosed for Mr. Naccarati |
| Interlocks/Related-party ties | None disclosed for Mr. Naccarati; related-party items in proxy relate to Sprott and AMC designations for other directors |
Expertise & Qualifications
- Mine development/operations leadership; safety and technical oversight; ESG governance (ESG Committee Chair) .
- Financial literacy (Audit member); 45+ years industry experience .
- Education: B.S. in Mining Engineering (University of Arizona); MBA (MIT Sloan) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David C. Naccarati | 75,901 | <1% | Includes 11,981 shares to be converted from RSUs on June 30, 2026; HYMC outstanding shares 80,955,513 as of record date |
| Unvested RSUs (12/31/2024) | 11,228 | — | Unvested director RSUs at year-end 2024 |
Policy guardrails:
- Hedging/pledging prohibited for insiders (including directors) .
Governance Assessment
-
Strengths
- Independent director with deep operating credentials; chairs ESG Committee and serves on Audit and Safety & Technical—strong fit for HYMC’s risk profile and sustainability oversight .
- Attendance threshold exceeded in 2024; Board/committee cadence indicates active oversight (Board 10x; Audit 4x; ESG 2x; Safety 3x) .
- Balanced director pay mix (~50/50 cash/equity in 2024: $74k cash, $75k RSUs), aligning with shareholder interests; robust plan protections (no unvested dividends; min vest; no repricing; director comp cap) .
- Company-wide ban on hedging and pledging enhances alignment and mitigates risk of misaligned incentives .
-
Potential Watch Items
- No specific performance-linked equity for directors (time-based RSUs), which is standard but provides limited direct pay-for-performance sensitivity at board level .
- Beneficial ownership remains under 1% (common for small-cap boards but modest “skin-in-the-game” at individual level) .
- Committee compositions likely to be reconstituted post-2025 Annual Meeting; monitor continuity of his Audit membership and ESG chair role as part of board refresh .
-
Conflicts/Related-party
- No related-party transactions or conflicts disclosed for Mr. Naccarati; independence reaffirmed under Nasdaq .
-
Overall view
- Governance profile supports investor confidence: independent status, relevant mining/ESG oversight expertise, solid engagement, aligned pay structure, and restrictive insider trading/hedging policy. No red flags identified for conflicts, attendance, or compensation anomalies based on latest proxy disclosures .
