John Begeman
About John Begeman
Independent director since April 2021; age 71; resides in South Dakota. Professional Mining Engineer with 40+ years’ experience; degrees include B.S. Mining Engineering, M.S. Engineering Management, and MBA; completed Rotman-ICD Directors Education (ICD.D), and is NACD Directorship Certified . Current external boards include Pan American Silver Corp. and Allied Gold Corporation; prior public company boards include Yamana Gold Inc. and Premier Gold Mines Limited (Chairman from 2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avion Gold Corporation | President & CEO | 2008–2012 | Turnaround/operator leadership |
| Valencia Ventures Ltd. | President & CEO, Director | 2008–2010 | Corporate leadership |
| Zinifex Canada Inc. | Chief Operating Officer | 2006–2008 | Operations management |
| Goldcorp | VP, Western Operations | 2000–2006 | Responsible for surface gold operations; Industrial Minerals Division |
| Morrison Knudsen Company | Engineering/Management roles | Pre-2000 | Contract mining operations across Western U.S. |
| Premier Gold Mines Limited | Director (from 2006); Chairman | 2006–2015+ | Board leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Pan American Silver Corp. | Director | Current | Large precious metals producer |
| Allied Gold Corporation | Director | Current | Gold-focused company |
| Yamana Gold Inc. | Director | Prior | Prior board service |
| Premier Gold Mines Limited | Director; Chairman | Prior | Legacy of IAUX; board leadership |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director |
| Committee assignments | Compensation Committee (Chair); Audit Committee (Member); Corporate Governance & Nominating (Member) |
| Attendance (2024) | Board 7/7; Compensation 3/3; Audit 4/4; CG&N 2/2 |
| Audit Committee composition | Seaman (Chair), Begeman, Einav; all independent and financially literate under NI 52-110; Seaman is SEC “audit committee financial expert” |
| Insider trading/hedging | Anti-hedging policy; updated Insider Trading Policy (2025) compliant with amended SEC Rule 10b5‑1; blackout trading prohibitions |
Shareholder Support (Voting Results)
| Year | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| “For” vote % | 98% | 91% | 82% | 84.7% |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Director cash retainer | $55,000 | Standard annual director fee |
| Compensation Committee Chair fee | $7,500 | Chair premium |
| Additional fee (>2 committees) | $5,000 | Applies to Begeman (sits on 3 committees) |
| Total cash retainer received (2024) | $67,500 | Sum of components above |
Performance Compensation
| Equity Component | 2024 Grant Value (USD) | Vesting/Terms | Value Vested in 2024 (USD) | Outstanding as of Dec 31, 2024 |
|---|---|---|---|---|
| DSUs (annual grant) | $105,000 | Director DSUs under Omnibus Incentive Plan; one-time $30,000 equity award to CG&N members for CEO search included in share-based awards | $25,496 | Unvested DSUs/RSUs: 43,714 units; not vested value $22,020; vested not paid $22,894 |
| Options (legacy awards) | N/A in 2024 | Outstanding options from prior grants; no 2024 grant disclosed | $24,709 (value vested) | Multiple option series outstanding (see awards table) |
| Director participation limit | C$150,000 per director in annual awards; ≤C$100,000 options cap | Governance cap under Omnibus Incentive Plan | — | — |
The board uses an independent consultant (Southlea Group LP) for benchmarking; consultant fees: $70,750 (2024), $19,000 (2023), $20,000 (2022) . The Compensation Committee transitioned executive LTI from options-weighted to 50% RSUs/50% PSUs in Feb 2025 (no options), signaling stronger alignment with share price and performance; this redesign was on recommendation of the committee and consultant .
Other Directorships & Interlocks
| Company | Relationship to IAUX | Potential Interlock/Conflict Consideration |
|---|---|---|
| Pan American Silver Corp. | Unrelated external issuer | Industry adjacency; no related-party transactions reported by IAUX since Dec 31, 2022 |
| Allied Gold Corporation | Unrelated external issuer | Industry adjacency; no related-party transactions reported by IAUX since Dec 31, 2022 |
| Yamana Gold Inc. (prior) | Unrelated external issuer | Prior service; no current IAUX transactions disclosed |
| Premier Gold Mines Limited (prior) | Legacy link to IAUX’s formation | Historical governance experience; no current related-party transactions disclosed |
Expertise & Qualifications
- Technical mining, strategic leadership, governance, ESG/sustainability, HR/compensation, government/regulatory; top six areas disclosed .
- Education and credentials: B.S. Mining Engineering; M.S. Engineering Management; MBA; ICD.D; NACD Directorship Certified .
Equity Ownership
| Metric | Details |
|---|---|
| Total beneficial ownership | 1,355,057 shares (incl. convertible/exercisable within 60 days) |
| Ownership % of outstanding | 0.28% |
| Direct common shares | 767,710 |
| Options (exercisable within 60 days) | 541,898 |
| DSUs (exercisable within 60 days) | 45,449 |
| Director ownership guideline | Threshold $165,000; actual ownership $1,555,166; status: Met; deadline 2026‑04‑07 |
| Hedging/pledging | Anti-hedging policy prohibits hedging; no pledging disclosure noted |
Governance Assessment
- Strengths: Independent status; 100% 2024 attendance across Board and committees; chairs Compensation Committee; broad technical-operational pedigree; meets director ownership guideline, indicating alignment . Use of independent compensation consultant and adoption of RSU/PSU mix for executives improve pay-for-performance alignment .
- Shareholder signals: “For” support dipped from 98% (2022) to 82% (2024), recovering to 84.7% in 2025; still below peers listed in the proxy, suggesting some investor scrutiny during transition year with CEO change and plan redesign .
- Conflicts/related-party: Company discloses no related-party transactions (≥$120,000 or >1% of average total assets) since Dec 31, 2022 involving directors, 5% holders, or their immediate families . Presence on boards of other mining companies does not, by itself, indicate a conflict absent transactions; none disclosed .
- Risk indicators: Burn rate rose to 3.07% in 2024 due to one-time retention RSUs across management (not director-specific); within plan’s reserve and director limits; monitor ongoing equity usage and dilution . Anti-hedging policy in place; no tax gross‑ups or employee loans per “What i‑80 does NOT do” disclosures .
Overall, Begeman’s committee leadership, attendance, and ownership alignment support board effectiveness. The lower relative “For” vote vs. prior years warrants continued engagement, but the 2025 uptick and absence of related‑party exposures mitigate confidence concerns .