John Seaman
About John Seaman
Independent director since April 2021; age 58; Ontario, Canada. Former CFO of Premier Gold Mines (2006–2012) and Wolfden Resources Inc. (2002–2007); ICD.D designation. Currently Audit Committee Chair and designated “audit committee financial expert.” 2024 attendance: Board 7/7; Audit 4/4; Compensation 3/3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Premier Gold Mines | Chief Financial Officer; previously Lead Director (board) | CFO: Aug 2006 – Jun 2012; Lead Director (not dated) | Financial leadership; governance experience |
| Wolfden Resources Inc. | Chief Financial Officer | Oct 2002 – May 2007 | Public company finance and controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wolfden Resources Corporation | Director | Not disclosed | Listed as “Other Directorship with Reporting Issuers” |
| Fitzroy Minerals Inc. | Director | Not disclosed | Listed as “Other Directorship with Reporting Issuers” |
| Magna Mining Inc. | Director | Not disclosed | Listed as “Other Directorship with Reporting Issuers” |
Board Governance
- Independence: Independent director; Audit Chair; Compensation Committee member; designated “audit committee financial expert” by the Board and SEC definition .
- 2024 meeting attendance: Board 7/7; Audit 4/4; Compensation 3/3 .
- Audit Committee composition: Seaman (Chair), Begeman, Einav; all independent and financially literate; Audit Committee reviewed 2024 10-K with Grant Thornton and recommended auditor appointment .
| Committee/Board | Role | 2024 Attendance |
|---|---|---|
| Board of Directors | Director | 7 of 7 |
| Audit Committee | Chair | 4 of 4 |
| Compensation Committee | Member | 3 of 3 |
Governance safeguards affecting director oversight:
- No indebtedness of directors/officers reported .
- No related-party transactions since Dec 31, 2022 meeting materiality thresholds .
- Anti-hedging policy prohibits hedging of company securities by directors; Insider Trading Policy updated for 10b5-1 .
- Clawback policy for incentive compensation (restatement-triggered) .
- Independent compensation consultant (Southlea Group) engaged; 2024 fees $70,750 .
Fixed Compensation (Director)
| Element | 2024 Amount |
|---|---|
| Cash retainer (Director + Audit Chair) | $65,000 (Director $55,000 + Audit Chair $10,000 schedule) |
| Committee chair/member fees (incremental) | Included above per schedule; additional $5,000 only if >2 committees (not applicable) |
Board fee schedule (for context): Director $55,000; Audit Chair $10,000; Compensation Chair $7,500; CG&N/TSS Chair $5,000; Non-Executive Chair $80,000; +$5,000 if a director sits on more than two committees .
Performance Compensation (Director)
| Equity Instrument | 2024 Grant/Value | Vesting/Maturity | Notes |
|---|---|---|---|
| Deferred Share Units (DSUs) | $75,000 | Not specifically detailed (typical settlement upon separation) | 2024 director compensation table |
| Option awards | $0 (no 2024 option grants to Seaman) | — | Director compensation table shows no options granted to Seaman in 2024 |
| Value vested in 2024 (options) | $24,709 | N/A | “Value vested during the year” |
| Value vested in 2024 (share-based) | $15,389 | N/A | “Value vested during the year” |
Performance metrics tied to director pay: None disclosed (director compensation is retainer plus equity; no metric-linked pay) .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Comment |
|---|---|---|
| Wolfden Resources; Fitzroy Minerals; Magna Mining | None disclosed with IAUX customers/suppliers | Proxy discloses no related-party transactions meeting materiality thresholds since Dec 31, 2022 |
Expertise & Qualifications
- Core expertise: Accounting & Tax (primary); Governance (primary); Capital Markets (primary); plus Strategic Leadership, HR/Compensation, Risk Management .
- Audit Committee Financial Expert designation; ICD.D credential (Institute of Corporate Directors) .
Equity Ownership
| Measure | As of | Amount |
|---|---|---|
| Beneficial ownership (SEC definition incl. exercisable within 60 days) | Apr 23, 2025 | 568,578 shares; 0.12% of outstanding |
| Components of beneficial ownership | Apr 23, 2025 | 296,942 common shares; 173,698 options; 47,938 DSUs exercisable within 60 days |
| Director Ownership Policy (threshold) | Apr 23, 2025 | Requirement: $165,000 (3x retainer); Actual share ownership $632,084; Status: Met; Holdings: 296,942 shares; 91,652 DSUs/RSUs |
| Options outstanding (examples) | Dec 31, 2024 | 40,000 @ C$1.18 (exp. 3/10/2025); 50,000 @ C$2.66 (4/26/2026); 47,887 @ C$2.62 (2/4/2027); 35,811 @ C$3.21 (2/22/2028) |
| In-the-money value of unexercised options | Dec 31, 2024 | $0 (no ITM value disclosed at year-end) |
| DSUs outstanding (year-end) | Dec 31, 2024 | 43,714 not vested; $22,020 value not vested; $24,147 value vested not settled |
| Pledging/Hedging | Policy | Hedging prohibited; Awards not transferable/assigned/pledged absent approval; no pledging of shares disclosed |
Note: The “profile” holdings (shares/options/DSUs) are as of the April 23, 2025 record date and differ from Dec 31, 2024 year-end tables; differences reflect additional grants/settlements between dates .
Governance Assessment
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Strengths
- High engagement and leadership: 100% attendance across Board, Audit (Chair), and Compensation; designated Audit Committee Financial Expert, underpinning financial oversight credibility .
- Alignment: Meets director ownership guideline (>$632k assessed ownership vs $165k requirement) and holds material equity exposure (shares + DSUs) .
- Independence and clean conflicts record: No RPTs and no indebtedness; hedging prohibited; clawback in place; independent comp consultant retained .
-
Watchpoints
- Multiple external directorships (Wolfden, Fitzroy Minerals, Magna) can increase workload; monitor for any evolving interlocks or transactions (none disclosed to date) .
- Options largely out-of-the-money at year-end (no ITM value), so effective equity leverage skewed to DSUs; continue to monitor equity mix and director pay alignment as company transitions and market conditions change .
-
Red flags: None disclosed specific to Seaman (no attendance gaps; no related-party transactions; no pledging; no tax gross-ups; no option repricing) .