Thomas Weng
About Thomas Weng
Independent director and current Chairman of the Board at Hycroft Mining Holding Corporation. Age 57; joined the HYMC board on May 29, 2020; served as Lead Independent Director until December 2021 and became Chairman in January 2025 . He has a BA in Economics from Boston University and over 30 years in financial services and mining capital markets . The Board determined he is independent under Nasdaq rules; directors (including Weng) attended >75% of combined Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alta Capital Partners | Co-Founding Partner | Since Feb 2011 | Advisory/consulting services; strategic planning, M&A, finance expertise |
| Deutsche Bank | Managing Director; Head of ECM for Metals & Mining (Americas; Latin America across segments) | Feb 2007–Jan 2011 | Led mining ECM; capital markets leadership |
| Pacific Partners | Senior positions | Not disclosed | Alternative investment firm roles (prior to 2007) |
| Morgan Stanley | Senior positions | Not disclosed | Investment banking roles (prior to 2007) |
| Bear Stearns | Senior positions | Not disclosed | Investment banking roles (prior to 2007) |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| International Tower Hill Mines | Director | Current | Not disclosed |
| Jaguar Mining Inc. | Director | Current | Not disclosed |
Board Governance
- Current Chairman of the Board; separation of Chair and CEO roles affirmed as beneficial for oversight and governance .
- Committee assignments: Compensation Committee Chair; current members Weng (Chair), Lang, Wieshofer (committee to be reconstituted after 2025 annual meeting) .
- Independence: Board determined Weng is independent; all standing committees comprised solely of independent directors .
- Attendance: Board met 10 times in 2024; each director attended >75% of combined Board and committee meetings .
- Majority voting policy: directors in uncontested elections must tender resignations if “withheld” votes exceed “for” votes .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $55,000 | Policy amount |
| Committee chair fee – Compensation Committee | $7,500 | Policy amount |
| Committee membership fee – Compensation Committee | $2,500 | Policy amount |
| Annual equity grant (RSUs) | $75,000 | Policy amount; granted post-annual meeting |
| Independent Chairman retainer | $70,000 | $25,000 cash + $45,000 RSUs (applies when serving as non-employee Chairman) |
| 2024 Director Compensation (Actual) | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| Thomas Weng | $85,000 | $75,000 | $160,000 |
Performance Compensation
| Item | Detail |
|---|---|
| Director performance-based pay | Not disclosed; director equity grants are time-based RSUs with minimum 12-month vesting; no dividends on unvested awards |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Note |
|---|---|---|
| International Tower Hill Mines | Mining | Same sector as HYMC; no related-party transactions disclosed involving Weng |
| Jaguar Mining Inc. | Mining | Same sector as HYMC; no related-party transactions disclosed involving Weng |
Expertise & Qualifications
- Finance, capital markets, and compensation expertise; strong governance competencies per Board matrix (financial literacy, capital management, compensation, corporate governance, risk management) .
- Mining industry experience and business development; permitting/regulatory exposure .
- Information technology and innovation competency noted in Board skills matrix .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 90,609 | Less than 1% of shares outstanding |
| Unvested RSUs (as of 12/31/2024) | 11,228 | Outstanding unvested RSUs |
| RSU grants (examples) | 1,673 (12/4/2020); 2,027 (5/24/2021); 22,455 (5/23/2024); 11,981 (6/30/2025); 7,188 (6/30/2025) | Weng elected to defer conversion of certain RSUs until separation from Board |
| Shares expected to convert from RSUs | 19,170 on June 30, 2026 | Per beneficial ownership footnote |
| Hedging/Pledging policy | Prohibited for directors; no short sales, options trading, or pledging; hedging of Company stock not permitted |
Governance Assessment
- Board effectiveness: Weng’s finance and mining ECM background and current Chair role strengthen oversight of capital allocation, pay design, and strategic financing; Compensation Committee charter includes CEO pay setting, succession planning, and independent consultant usage .
- Independence & attendance: Independent director with strong attendance; committees are independent-only, and executive sessions of independent directors held regularly .
- Compensation alignment: Director pay mix balanced between cash retainer and time-based RSUs; equity subject to minimum 12-month vesting; plan prohibits dividends on unvested awards and repricing; non-employee director annual cap of $750,000 ($1,000,000 for Chair/first year/special committee) .
- Ownership alignment: Meaningful RSU holdings with deferred conversion election, and strict prohibitions on hedging/pledging bolster alignment; beneficial ownership is <1% given HYMC’s share count .
- Related-party/conflicts: Proxy discloses related-party matters involving Sprott and AMC; none involve Weng or Alta Capital Partners; no loans or related-party payments to entities associated with Weng disclosed .
- Risk indicators:
- Majority vote resignation policy for directors in uncontested elections is positive governance .
- Separation of Chair/CEO roles enhances oversight .
- No tax gross-ups in the new Incentive Plan; clawback policy adopted (primarily for executives) .
- Board reduced size to five directors post-2025 meeting to streamline governance; committees to be reconstituted—monitor final committee composition for continued independence and financial expertise coverage .
RED FLAGS
- None disclosed specific to Weng. Sector interlocks (two mining boards) warrant monitoring for time commitments and information flow, but no related-party transactions or pledging/hedging violations are reported .
