Arthur Einav
About Arthur Einav
Arthur Einav, age 49, has served as an independent director of i-80 Gold Corp (IAUX) since April 2021. He is General Counsel and Senior Managing Director at Sprott Inc., previously an associate at Davis Polk & Wardwell LLP and McCarthy Tétrault LLP; he holds an LLB and MBA (Osgoode Hall Law School/Schulich), a BSc (University of Toronto), is a member of the Law Society of Upper Canada and the New York State Bar, and holds the ICD.D designation . He is also Corporate Secretary, Co-Head Enterprise Shared Services Group at Sprott, with experience across offerings, M&A, exchange offers and restructurings, and prior service on an audit committee for a NYSE-listed issuer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sprott Inc. | General Counsel, Senior Managing Director; Corporate Secretary; Co-Head Enterprise Shared Services Group | 2010–Present | Worked on public/private offerings, exchange offers, M&A, debt restructurings |
| Davis Polk & Wardwell LLP | Associate | Prior to 2010 | Corporate law experience |
| McCarthy Tétrault LLP | Associate | Prior to 2010 | Corporate law experience |
| RII North America Inc. | Director (on behalf of a company managed by a Sprott affiliate) | Bankruptcy filing Nov 19, 2018 | Filed assignment in bankruptcy; disclosed in IAUX proxy risk section |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unspecified NYSE-listed issuer | Audit Committee member (prior service) | Not disclosed | Prior audit committee experience |
| Other Directorships with Reporting Issuers | None | N/A | N/A |
Board Governance
- Committee memberships: Audit Committee member; Corporate Governance & Nominating (CG&N) Committee member in 2024 .
- Independence: Board and Audit Committee determined independent under NI 52-110, NYSE American, and SEC rules; Audit Committee is comprised of independent, financially literate directors; Seaman is Audit Chair and “audit committee financial expert” .
- Related-party transactions: None above SEC/TSX thresholds since Dec 31, 2022 involving directors, officers, 5% holders, or immediate family .
| Meeting | 2024 Attendance |
|---|---|
| Board | 7 of 7 |
| Audit Committee | 4 of 4 |
| CG&N Committee | 2 of 2 |
| Election Support | 2022 | 2023 | 2024 |
|---|---|---|---|
| % For | 99% | 99% | 97% |
Fixed Compensation
| Item (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Directors may elect 100% cash or 100% DSUs; Einav elected DSUs in lieu of cash for 2024 |
| Committee chair fees | N/A | Audit Chair $10,000; Comp Chair $7,500; CG&N/TSS Chair $5,000 (framework; Einav not a chair) |
| Meeting fees | None disclosed | Framework does not list per-meeting fees |
| Additional fee for >2 committees | $5,000 (framework) | Applies if a director sits on >2 committees; Einav sat on 2 committees in 2024 |
Performance Compensation
| Item (2024) | Grant Value (USD) | Vehicle | Notes |
|---|---|---|---|
| Share-based awards | $105,000 | DSUs | Annual director equity grant |
| One-time equity award | $30,000 (program value) | Equity | Granted to CG&N Committee members and Board Chair for CEO search work; Einav was a CG&N member in 2024 |
| Option awards | — | — | No option-based awards disclosed for Einav in 2024 |
Performance metric structure (directors): Proxy presents fixed retainers and DSU grants; no performance metrics, targets, or formulaic incentive plans are disclosed for director pay.
| Plan/Metric | Target | Weighting | Outcome | Applies to Director Compensation? |
|---|---|---|---|---|
| Performance metrics | Not disclosed | N/A | N/A | Not evident in 2024 director pay |
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| Sprott Inc. | Employer of Einav | Einav is GC/Senior MD/Corporate Secretary at Sprott; could create perceived influence given Sprott’s IAUX ownership |
| Sprott Inc. | IAUX shareholder | Beneficially owns 26,268,206 IAUX shares (5.34%) as of Apr 23, 2025 |
| Other reporting issuer boards | None | Einav discloses no other reporting issuer directorships |
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | LLB, MBA (Osgoode Hall/Schulich); BSc (University of Toronto) |
| Professional credentials | Law Society of Upper Canada; New York State Bar; ICD.D |
| Top 6 expertise (proxy) | Legal (Primary); Governance (Primary); Capital Markets (Primary); Human Resources/Compensation (Secondary); Accounting & Tax (Secondary); Strategic Leadership (Secondary) |
| Audit Committee-relevant experience | Worked on offerings, exchange offers, M&A, restructurings; prior audit committee service for a NYSE-listed issuer |
Equity Ownership
| Category | Amount/Value | As-of Date | Notes |
|---|---|---|---|
| Beneficially owned shares | 304,613 | Apr 23, 2025 | Includes securities exercisable within 60 days per SEC rules |
| Percent of shares outstanding | 0.06% | Apr 23, 2025 | SEC beneficial ownership methodology |
| Common shares (direct) | Nil | Apr 23, 2025 | As per director profile |
| DSUs (market value) | $214,629 | Apr 23, 2025 | Market value using TSX price C$0.86 and FX 1.3871 |
| DSU grants (grant-date fair value, 2024) | $105,000 | 2024 | Director equity grant |
| Options (in-the-money market value) | $133,698 | Apr 23, 2025 | Market value methodology per proxy note |
| Ownership guideline threshold | $165,000 | Apr 23, 2025 | 3× cash retainer over five years |
| Actual ownership value | $338,998 | Apr 23, 2025 | Includes shares, DSUs/RSUs; excludes options |
| Guideline compliance | Yes | Apr 23, 2025 | Date to reach: 2026-04-07 |
Governance Assessment
- Board effectiveness and engagement: Perfect 2024 attendance across Board (7/7), Audit (4/4), and CG&N (2/2), indicating high engagement .
- Independence and financial oversight: Determined independent; Audit Committee member with relevant legal/transactional experience; Audit Committee fully independent and financially literate; oversight standards aligned to NI 52-110/NYSE American/SEC .
- Ownership alignment: Meets director ownership policy (3× cash retainer within 5 years), with actual ownership value of $338,998 exceeding $165,000 threshold; elected to receive fees in DSUs, increasing alignment .
- Shareholder support: Strong past election results (97%–99% “For” in 2022–2024), supporting investor confidence .
- Compensation structure: 2024 total director compensation of $160,000 (retainer $55,000; DSU grants $105,000), no option awards; CG&N members and Chair received additional $30,000 equity award for CEO search work; no disclosed performance metrics in director pay (neutral for pay-for-performance analysis at board level) .
- Related-party exposure: No related-party transactions since Dec 31, 2022 above thresholds; however, Sprott Inc. is a 5.34% IAUX shareholder and Einav is Sprott’s GC—this interlock is a potential perceived conflict; Board deems him independent under applicable rules .
- Risk indicators: Prior directorship of RII North America Inc. (bankruptcy in 2018) is disclosed; while not a current issue, it is a historical red flag for risk-aware investors .
- Skin-in-the-game nuance: Direct common share holdings are nil; alignment is driven by DSUs and options value rather than direct common stock ownership, which some investors may view as a softer signal versus outright share ownership .
RED FLAGS: Perceived interlock with Sprott due to his executive role and Sprott’s 5.34% stake ; historical bankruptcy involvement (RII North America Inc., 2018) ; nil direct common share holdings despite overall ownership guideline compliance .