Richard Young
About Richard Young
Richard Young is President & Chief Executive Officer and a director of i-80 Gold (IAUX), appointed September 18, 2024; he is age 62 and classified as non‑independent . A Chartered Professional Accountant, he previously served as President & CEO of Argonaut Gold (Dec 2022–Jul 2024) and was founder/CEO of Teranga Gold (acquired by Endeavour Mining in 2021 for >C$2.5B) . Under i-80’s disclosed performance context, 2024 corporate scorecard achieved 74% overall (overperformance in H&S and Financial, underperformance in Operations and Market), shaping annual incentive payouts . Total shareholder return (TSR) since the TSX listing start through 2024 trailed broad and sector indices by 2023–2024 (see TSR table below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Argonaut Gold Inc. | President & CEO | Dec 2022–Jul 2024 | Led company to acquisition by Alamos Gold in July 2024 . |
| Teranga Gold Corporation | Founder; eventually CEO | Through 2021 | Transformed to low‑cost mid‑tier; acquired by Endeavour Mining for >C$2.5B in 2021 . |
| Barrick Gold (Goldstrike) | Operational positions | N/A | Nevada operational experience at one of North America’s largest gold mines . |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (“Other Directorships with Reporting Issuers: None”) . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| CEO Base Salary (annualized rate in employment agreement) | $513,750 |
| Salary paid (stub for 2024) | $141,438 |
| Target Annual Bonus (% of salary) | 120% |
| Actual Annual Bonus Paid (2024) | $141,127 (pro‑rated) |
Notes: i-80 is an “Emerging Growth Company” and not required to hold U.S. say‑on‑pay advisory votes .
Performance Compensation
Annual Incentive (STIP) – 2024 Scorecard
| Metric | Weight | Year‑End Score (max 200%) | Contribution |
|---|---|---|---|
| Health & Safety (incl. environmental compliance) | 15% | 120% | 18% |
| Financial (NAV, EBITDA targets) | 18% | 111% | 20% |
| Mining Operations (production, reserves/resources) | 25% | 20% | 5% |
| Mining Projects (Ruby Hill, McCoy‑Cove, Granite Creek, Lone Tree) | 32% | 97% | 31% |
| Market (share price performance) | 10% | 0% | 0% |
| Overall Corporate Score | 100% | — | 74% |
| CEO STIP Design | Detail |
|---|---|
| Target as % of Salary | 120% |
| Weighting | Corporate 85% / Individual 15% |
| 2024 Payout | Weighted overall score 100% (with pro‑ration on start date) → $141,127 |
Long-Term Incentive (LTI) Design and Grants
- Policy shift: In February 2025 the Board moved NEO LTI mix to 50% RSUs / 50% PSUs; no options; 3‑year cliff vest on March 1, 2028 (PSUs settle in shares) .
- CEO 2024 LTI value approved: $750,000 (50% RSU / 50% PSU), with unit counts pending due to ongoing blackout at the time of the proxy .
- Outstanding at 12/31/2024: 1,401,869 RSUs (market/payout value illustration provided in proxy) .
| CEO LTI Feature | Terms |
|---|---|
| 2024 LTI grant value | RSUs $375,000; PSUs $375,000 (units to be priced/granted later due to blackout) |
| Vesting | 3‑year cliff vesting on March 1, 2028 |
| 2024 “Retention” RSUs (3‑yr cliff) | Granted Nov 19, 2024 to then‑employed NEOs to support development plan; CEO’s 2024 grant characterized as “initial grant on appointment” |
Clawback and Risk Policies
- Incentive Compensation Recovery Policy (clawback) applies upon an accounting restatement due to material noncompliance with federal securities laws .
- Anti‑hedging policy prohibits hedging of equity‑based compensation; insider trading policy updated for SEC Rule 10b5‑1 compliance .
- No option repricing without shareholder approval; no tax gross‑ups; pay positioned near median of peers using independent consultant Southlea Group .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common Shares Beneficially Owned | 3,042,000 (0.62% of 443,358,811 shares outstanding as of Apr 23, 2025) |
| RSUs Outstanding (12/31/2024) | 1,401,869 RSUs (payout value illustrated in proxy) |
| Options | None disclosed for CEO at 12/31/2024 |
| Executive Ownership Guideline | 3x base salary for CEO |
| CEO Ownership Status | Threshold $1,500,000; Actual share ownership value $3,098,839; Status: Met; 5‑yr compliance window to 2029‑09‑18 |
| Hedging/Pledging | Anti‑hedging policy in place; no pledging by CEO disclosed in proxy . |
Implications:
- Three‑year cliff vesting (Mar 1, 2028) may concentrate potential sell pressure around vest dates; however, insider policies/blackouts apply .
- CEO holds meaningful direct equity and RSUs; met 3x salary guideline, supporting alignment .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Agreement Effective Date | Oct 7, 2024 |
| Base Salary (current rate) | $513,750 |
| Annual Bonus | Eligible; targets set annually; 2024 target 120% of salary |
| Long‑Term Incentives | Eligible per plans in effect (RSUs/PSUs) |
| Benefits/Perqs | Participation in group benefit and retirement plans; standard reimbursable expenses |
| Voluntary Resignation | 3 months’ notice; Company may accelerate |
| Termination for Cause | Salary/benefits cease, only accrued pay owed |
| Termination Without Cause (non‑CoC) | Lump sum: 12 months base salary + incentive bonus; 12 months family coverage + estimated premiums for life/disability; Company to give best efforts to provide 3 months’ notice |
| Change‑of‑Control (Double‑Trigger) | If Involuntary Termination within 12 months post‑CoC: 24 months base salary + incentive bonus; unvested equity vests; 24 months family coverage + estimated life/disability premiums |
| Estimated Payments (as of 12/31/2024) | Non‑CoC term: $1,141,465; CoC + Involuntary Term: $2,282,930 |
Note: The proxy summarizes CoC definition and “Involuntary Termination” (includes good reason within 90 days for material diminution post‑CoC) .
Board Governance
| Topic | Detail |
|---|---|
| Board Role | CEO and Director; Non‑independent |
| Committee Roles | Not a formal member; attends committee meetings by invitation of chairs |
| 2024 Board Attendance | 3 of 3 meetings (from appointment through YE 2024) |
| Chair/Independence | Non‑Executive Chairman: Ron Clayton; independent committees (e.g., Compensation Committee fully independent in 2024) |
| Director Pay | Executive directors not separately compensated for board service |
Dual-role implications: While the CEO is also a director (non‑independent), governance is mitigated by an independent Chair and an independent Compensation Committee that oversees CEO goals, evaluations, and pay decisions with an external consultant (Southlea Group) .
Director Compensation (for completeness)
- Executive director (CEO) receives no separate director fees or DSUs for board service .
Insider Transactions and Potential Selling Pressure
| Date | Filing | Description |
|---|---|---|
| Mar 3, 2025 | Form 4 | Change in beneficial ownership reported by Richard Scott Young (details in filing) |
| May 22–27, 2025 | Form 4s | Changes in beneficial ownership; at least one filing reflects RSU awards (“Each RSU represents a contingent right to receive one share”) |
Contextual alignment signal: In Q2 2025, the company’s large equity financing included a concurrent private placement of 25.2 million units to certain directors and officers (~$12.6 million gross at $0.50 per unit), adding to insider alignment but also implying future warrant overhang (half‑warrant at $0.70 to Nov 16, 2027) .
Performance & Track Record
- CEO Biography Highlights: Led Argonaut Gold through acquisition by Alamos; built Teranga Gold into a mid‑tier producer acquired for >C$2.5B; multiple sustainability awards (PDAC 2008/2017; UN Global Compact Canada 2020) .
- Strategic Focus at i‑80: Development execution in Nevada (Granite Creek UG, Archimedes UG, permitting, studies), and recapitalization plan with major 2025 equity raise and insider participation .
- TSR Benchmarking (C$100 invested at TSX listing start):
| Metric (C$) | Apr 13, 2021 | Dec 31, 2021 | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|---|---|---|
| i‑80 Gold | 100.00 | 128.75 | 157.50 | 97.08 | 28.75 |
| S&P/TSX Composite | 100.00 | 110.51 | 100.94 | 109.14 | 128.77 |
| S&P/TSX Global Mining | 100.00 | 98.53 | 103.15 | 107.20 | 109.01 |
| S&P/TSX Global Gold | 100.00 | 97.02 | 92.30 | 94.38 | 111.96 |
Compensation Committee Analysis
- 2024 Compensation Committee: John Begeman (Chair), John Seaman, Cassandra Joseph — all independent .
- Independent Consultant: Southlea Group; 2024 fees $70,750; no “other fees” .
- Peer Group (2024): Artemis Gold, Argonaut Gold, Orla, Osisko Mining, Aura Minerals, Wesdome, Victoria Gold, Dundee Precious Metals, SilverCrest Metals, Calibre Mining; peer group to be refreshed in 2025 given M&A activity .
Related Party Transactions and Red Flags
- Policy statements indicate no option repricing without shareholder approval; no tax gross‑ups; anti‑hedging enforced .
- No disclosures of CEO pledging; clawback policy adopted and insider trading policy updated for Rule 10b5‑1 .
- No separate director compensation for CEO; independent Chair and independent comp committee provide oversight .
Investment Implications
- Pay-for-performance calibration: 2024 STIP reflected underperformance in operations/market offset by H&S/Financial, yielding a 74% corporate score; CEO STIP target is high (120%) but underpinned by a rigorous scorecard and independent oversight .
- Equity alignment and potential overhang: CEO exceeds 3x ownership guideline and holds sizeable unvested RSUs; company’s 2025 financing included insider participation and attached half‑warrants (potential dilution but also alignment; warrants at $0.70 through Nov 2027) .
- Retention and vesting dynamics: Three‑year cliff RSU/PSU design (Mar 1, 2028) focuses management on multi‑year execution; vesting cliffs can create concentrated insider selling windows, though policies/blackouts apply .
- Downside protections vs shareholder interests: Double‑trigger CoC with 24‑month multiple and full acceleration is standard in the sector; non‑CoC severance at 12 months is moderate; clawback in place, no gross‑ups, no option repricing .
- Execution risk and track record: Young’s prior growth/exit track record and Nevada operating familiarity are positives; however, i‑80’s 2024 TSR lag and heavy capital needs underscore the importance of delivering on development milestones and the recapitalization plan .