Stephen Lang
About Stephen A. Lang
Stephen A. Lang (age 69) is an independent director of Hycroft Mining Holding Corporation (HYMC). He joined the Board in May 2021, served as Chairman from April 8, 2022, until stepping down for health reasons effective January 15, 2025 (remaining on the Board as an independent director). He brings 40+ years of mining industry operating and leadership experience and holds B.S. and M.S. degrees in Mining Engineering from the Missouri University of Science and Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centerra Gold Inc. | Chief Executive Officer | 2008–2012 | Led operations of a publicly traded gold producer |
| Centerra Gold Inc. | Board Chair | 2012–2019 | Oversight of strategy and governance |
| Stillwater Mining Company | Chief Operating Officer | Not disclosed | Senior operating leadership |
| Barrick Goldstrike operations | Vice President/General Manager | Not disclosed | Site/general management |
| Rio Algom Ltd | Vice President, Engineering & Project Development | Not disclosed | Project development leadership |
| Kinross Gold/Amax Gold (Fort Knox) | General Manager | Not disclosed | Mine management |
| Santa Fe Pacific Gold (Twin Creeks & Lone Tree) | General Manager | Not disclosed | Mine management |
| Allied Nevada Gold Corporation | Director | Jun 2013–Oct 2015 | Company entered bankruptcy Mar 2015; Allied Nevada was prior owner of the Hycroft Mine |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Hudbay Minerals | Board Chair | Current | Mining company board leadership |
| Argonaut Gold, Inc. | Director | Current | Public gold producer |
| International Tower Hill Mines, Ltd. | Director | Past | Public exploration/development |
| Bear Creek Mining Corporation | Director | Past | Public mining company |
Board Governance
- Current HYMC roles: Member, Compensation Committee; Member, Safety & Technical Committee; Member, Environmental, Social & Governance (ESG) Committee. He previously served as HYMC Board Chair until January 15, 2025; Thomas Weng is now Chair .
- Independence: The Board determined Mr. Lang is an “independent director” under Nasdaq rules. All current members of Audit, Compensation, and Nominating & Governance committees are independent .
- Attendance: In 2024, the Board met 10 times; each director attended >75% of combined Board and committee meetings on which they served .
- Leadership and risk oversight: HYMC separates Chair and CEO roles and holds executive sessions of independent directors. Committees oversee key risks (Safety/Technical: operational and environmental risks; ESG: sustainability; N&G: board effectiveness and succession; Compensation: pay and talent risk; Audit: financial reporting, controls, and cybersecurity) .
- Majority voting policy: In uncontested elections, directors receiving more withheld than for votes must tender their resignation; the Board responds within 90 days and discloses decisions via 8-K .
Fixed Compensation
Director compensation policy and Mr. Lang’s actual 2024 pay.
| Component | Policy Detail | 2024 Amount – S. Lang |
|---|---|---|
| Annual cash retainer | $55,000 cash | $95,500 cash (includes role/committee fees) |
| Committee chair fees | Audit: $12,500; Safety & Technical: $10,000; ESG: $10,000; Nominating & Governance: $7,500; Compensation: $7,500 | Included in cash total |
| Committee member fees | Audit: $5,000; Safety & Technical: $4,000; ESG: $4,000; Nominating & Governance: $2,500; Compensation: $2,500 | Included in cash total |
| Chair/Lead Director retainers | Chair: $70,000 ($25k cash, $45k RSUs); Lead Director: $10,000 cash | Applicable to 2024 while Chair; included in totals |
| Equity retainer (RSUs) | $75,000 annual RSUs (time-based vesting) | $120,000 stock awards (incl. chair grant) |
| Total (2024) | — | $215,500 (cash + equity) |
Notes:
- Equity awards are granted following the annual meeting unless otherwise determined by the Compensation Committee .
- Mr. Lang elected to defer conversion of certain RSUs (see Equity Ownership) .
Performance Compensation
- Director equity is time-based RSUs; no disclosed performance-conditioned metrics for directors. Minimum 12-month vesting applies to awards under the Incentive Plan; no dividend equivalents on unvested awards; no option/SAR repricing without stockholder approval; no tax gross-ups; equity subject to clawback policy .
- Company’s executive (NEO) annual cash bonus metrics (context for board oversight of pay-for-performance): health & safety; environmental compliance; technical advancement; exploration; balance sheet; stakeholder engagement (set annually by the Compensation Committee) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Consideration |
|---|---|---|---|
| Hudbay Minerals | Diversified mining | Board Chair (current) | Same industry; governance interlock to monitor for conflicts if counterparties overlap with HYMC |
| Argonaut Gold | Gold mining | Director (current) | Same industry; monitor for transactional overlaps |
| International Tower Hill Mines | Gold exploration | Director (past) | — |
| Bear Creek Mining | Mining | Director (past) | — |
| Allied Nevada Gold | Gold mining | Director (2013–2015) | Company entered bankruptcy in 2015; Allied Nevada was prior owner of the Hycroft Mine |
Expertise & Qualifications
- Deep operating and technical expertise across gold and base metals; senior roles at Centerra (CEO), Stillwater (COO), Barrick Goldstrike, Rio Algom, Kinross/Amax (Fort Knox), Santa Fe Pacific Gold; current board leadership at Hudbay .
- Financial literacy and governance competencies; identified by HYMC’s skills matrix as having senior executive, mining industry, financial literacy, compensation, governance, HSES/ESG, strategic planning, and risk management experience .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership | 106,176 HYMC shares (less than 1% of outstanding) |
| Unvested RSUs (12/31/2024) | 17,965 RSUs outstanding |
| RSU grant detail (selected) | 1,351 RSUs (5/24/2021); 2,027 RSUs (5/24/2021); 13,473 RSUs (5/23/2024); 22,455 RSUs (5/23/2024); 11,981 RSUs (6/30/2025) |
| Deferral elections | Elected to defer conversion of 21,341 RSUs from initial/2021 grants and 2024 annual director and chair equity grants until separation from Board service |
| Options | No options outstanding under plans as of 12/31/2024 |
| Hedging/pledging | Company policy prohibits pledging and hedging by insiders; margin accounts and short-term trading also prohibited |
Governance Assessment
- Positives for investor confidence:
- Independent director with extensive mining operating and board leadership experience; serves on key HYMC committees (Compensation; Safety & Technical; ESG) .
- Strong governance architecture: majority voting policy, separated Chair/CEO structure, independent committees, active risk oversight, clawback policy, no option repricing, no tax gross-ups, 12-month minimum vesting on equity .
- Shareholder support signals: Say-on-Pay approved at 2024 annual meeting (For: 6,524,716; Against: 558,503; Abstain: 163,628) .
- Attendance: >75% for all directors in 2024; Board met 10 times .
- Watch items / RED FLAGS:
- Historical: Served on Allied Nevada board during its 2015 bankruptcy; Allied Nevada previously owned the Hycroft Mine—relevant historic context though not a current related-party transaction .
- Role transition: Stepped down as HYMC Board Chair for health reasons in January 2025 (remains on Board); ensure sustained committee engagement and succession coverage .
- Industry overlaps: Current outside roles at Hudbay and Argonaut (mining peers) create potential for indirect interlocks; monitor for transactions or competitive overlaps; Board currently affirms independence and no material disqualifying relationships for directors .
Director Compensation (Reference Table – FY2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Stephen A. Lang | 95,500 | 120,000 | 215,500 |
Additional detail: As of 12/31/2024, Mr. Lang held 17,965 unvested RSUs and elected to defer conversion of 21,341 RSUs (initial/2021 grants and 2024 director and chair grants) until separation from Board service .
Compensation Committee Analysis (Structure and Independence)
- Committee composition: Compensation Committee currently includes Thomas Weng (Chair), Stephen A. Lang, and Marni Wieshofer (Ms. Wieshofer to cease as director at the 2025 Annual Meeting). All members are independent; committee oversees CEO and officer compensation, succession planning, and may retain independent advisers .
- Independent consultants: Lane Caputo advised in 2024; Aon Human Capital Solutions retained in 2025 for RSU plan updates and benchmarking .
Related Party Transactions (Conflict Review)
- Board-wide determination: No material or disqualifying relationships identified for current directors; specific independence review disclosed (e.g., Sprott relationships assessed for another director) .
- HYMC related-party policy requires Audit Committee review/approval of related-party transactions and annual D&O questionnaires; indemnification agreements in place for all directors .
Say-on-Pay & Shareholder Feedback
- 2024 annual meeting results: Say-on-Pay approved (For: 6,524,716; Against: 558,503; Abstain: 163,628); frequency vote favored triennial (Three Years: 6,035,007) .
Notes on Committee Charters and Duties
- Safety & Technical: Oversees operational, environmental, and safety risks; can retain outside experts .
- ESG: Oversees sustainability strategy, disclosures, and community/government relations .
- Nominating & Governance: Led by independent directors; handles board composition, evaluations, committee nominations, majority voting policy administration .
