Michael Harrison

About Michael J. Harrison

Independent director of Hycroft Mining Holding Corporation (HYMC) since May 29, 2020; age 54. Career spans >25 years across executive, financial, and technical roles in mining; currently Managing Partner, Sprott Resource Streaming & Royalty (SRSR); Managing Director, Sprott Inc.; and CEO, Sprott Resource Streaming & Royalty Corp. Education: B.Sc.E (Honours) in Geophysics, Queen’s University; MBA (with Distinction), University of Western Ontario . Previously served on the board of HYMC’s predecessor (HMC) prior to the 2020 recapitalization .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Safety & Technical Committee; Member, Nominating & Governance Committee .
• Safety & Technical Committee scope includes health/safety, environmental and operational oversight; authority to investigate and retain external advisors .
• Nominating & Governance Committee scope includes board composition, governance guidelines, annual evaluations, and committee nominations .
• Independence: Board determined Harrison is independent under Nasdaq standards; reviewed Sprott relationships and concluded 2024 payments under the Sprott royalty did not exceed Nasdaq/ISS thresholds, preserving independence .
• Attendance: In 2024, each director attended >75% of combined Board and committee meetings; Board held 10 meetings; S&T Committee held 3; N&G Committee held 3 .
• Board composition: Board reducing from seven to five members at the 2025 Annual Meeting; Harrison is nominated for re‑election .

Fixed Compensation

Director compensation structure and actuals.

• Non-employee director policy: $55,000 annual cash retainer; chair fees—Audit $12,500, Safety & Technical $10,000, ESG $10,000, N&G $7,500, Compensation $7,500; committee member fees—Audit $5,000, Safety & Technical $4,000, ESG $4,000, N&G $2,500, Compensation $2,500; $75,000 annual RSU grant .
• Harrison’s 2024 cash fee total of $67,500 aligns with base retainer ($55,000) + S&T Chair ($10,000) + N&G member ($2,500) .

Performance Compensation

• Annual equity: Non-employee directors receive $75,000 in RSUs following the annual meeting unless otherwise determined .
• Plan limits and governance: Non-employee director compensation capped at $750,000 per calendar year (with $1,000,000 cap for first year/Chair/Lead Director/special committee) under the new Incentive Plan approved by the Board (stockholder approval sought) .
• Performance metrics: No performance conditions disclosed for director RSUs; awards are RSUs for service (not performance share units) .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive, financial, and technical mining expertise (over 25 years), including CEO and corporate development leadership; investment banking and exploration geophysics background .
• Academic credentials in geophysics and business (MBA with Distinction) .
• Prior service on HYMC predecessor board adds asset-specific context .

Equity Ownership

Governance Assessment

Strengths

• Independent director with deep mining operating and capital markets experience; chairs the Safety & Technical Committee with a broad mandate over health, safety, environmental, and operational risks, and authority to retain outside experts .
• Strong engagement: >75% attendance in 2024 across Board and committees; active committee leadership .
• Pay structure aligns with best practices: consistent cash/equity mix; RSU-based equity; formal caps on director compensation under the Incentive Plan; no signs of repricing or pay anomalies .
• Independence affirmed despite transactional ties to Sprott; payments under the Sprott royalty did not exceed Nasdaq/ISS materiality thresholds .

Watch items / RED FLAGS

• Related-party exposure via Sprott: HYMC’s legacy Sprott Credit Agreement (fully repaid and terminated Oct 14, 2025) and ongoing 1.5% NSR Sprott Royalty create potential conflicts given Harrison’s Sprott leadership roles; Board concluded independence thresholds not breached, but the royalty persists and warrants ongoing monitoring of transaction flow and committee oversight protocols .
• Concentration of technical oversight: As S&T Committee Chair, ensure continued use of external experts and transparent reporting on HSE and operational risks per charter .

Notes on Board Environment

• Board resizing from seven to five nominees in 2025 (including Harrison) may increase workload per director; committee memberships to be reviewed post‑meeting .

Fixed Compensation (Detail Reference)

• Policy components: $55,000 cash retainer; chair/member fees by committee; $75,000 RSU annual grant .
• 2024 Harrison cash fee composition aligns with policy: base retainer + S&T Chair + N&G member = $67,500 .

Performance Compensation (Detail Reference)

• Director RSUs: $75,000 annual award; granted following annual meeting; no performance metrics disclosed for director equity .
• Plan guardrails: Annual cap $750,000 (or $1,000,000 in specific cases) for non-employee director cash+equity; administered by independent committee .

Related-Party Transactions (Context)

• Sprott Credit Agreement: Originated Oct 4, 2019; HYMC borrowed $70.0 million at recap; issued 496,634 shares; all obligations repaid and facility terminated Oct 14, 2025; no continuing related-party relationship under the credit facility thereafter .
• Sprott Royalty Agreement: Perpetual 1.5% NSR for $30.0 million paid at recap; Harrison has indirect interest via Sprott roles .
• Independence determination: Annual payments to SRSR did not exceed Nasdaq/ISS thresholds; independence affirmed .

Other Directorships & Interlocks (Summary Table)

Board Governance (Attendance & Meetings)

Governance Policies Referenced

• Majority voting policy in uncontested elections; resignation required if “withheld” votes exceed “for” votes .
• Insider Trading Policy prohibits hedging, pledging, short sales, and derivatives; CFO pre-approval required for any exceptions .
• Code of Ethics applicable to directors, officers, employees (posted on company website) .