Ron Clayton
About Ron Clayton
Ron Clayton, age 66, is Non-Executive Chairman and an independent director of i-80 Gold Corp., resident in Nevada, USA, serving on the board since April 2021. He holds a B.S. in Mining Engineering from the Colorado School of Mines and completed the Tuck Executive Program at Dartmouth College. Prior roles include CEO and COO positions at Tahoe Resources, Vice President Operations at Hecla Mining, and CEO of 1911 Gold; his board voting support historically has been strong (2024: 94% For; 2023: 99%; 2022: 99%).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1911 Gold Corporation | President & CEO; Director | Jan 2019–Mar 2022; Director Dec 2018–May 2022 | Senior leadership of mining operations and governance |
| Tahoe Resources Inc. | President & CEO; Chief Operating Officer | CEO Aug 2016–Jun 2018; COO Mar 2010–Aug 2016 | Operational leadership across multiple jurisdictions |
| Hecla Mining Co. | Vice President, Operations | Oct 2002–Mar 2010 | Oversight of operations |
| Gold Standard Ventures Corporation | Director | Jan 2018–Aug 2022 | Board service at Nevada-focused developer |
| Mayfair Gold Corporation | Director | Jun 2020–May 2021 | Board service |
External Roles
| Company | Role | Current Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | Other directorships with reporting issuers: None |
Board Governance
- Roles: Non-Executive Chairman; Chair, Technical, Safety & Sustainability (TS&S) Committee in 2024; TS&S chair transitioned to Cassandra Joseph in Feb 2025.
- Independence: Independent director.
- Attendance (2024): Board 7/7; TS&S 3/3.
- Director since: April 2021 (majority voting policy referenced in proxy).
- 2025 election results: 166,403,289 For (94.6%), 9,435,085 Withheld; Broker Non-Votes 59,599,947.
- Governance enhancements: Advance Notice Policy adopted by Board Mar 31, 2025 and approved by shareholders Jun 17, 2025; Chair of meeting empowered to enforce compliance.
| Committee (2024) | Role | Meetings Attended |
|---|---|---|
| Board | Director; Non-Executive Chairman | 7 of 7 |
| Technical, Safety & Sustainability (TS&S) | Chair | 3 of 3 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash retainer (Chair + TS&S Chair fee) | $85,000 | Framework: Non-Exec Chair $80k; TS&S Chair $5k |
| Share-based awards (DSUs) | $130,000 | Includes a one-time $30,000 equity award for CEO search work granted to Chairman and CG&N members |
| Total | $215,000 | Paid in cash and DSUs |
| Board Compensation Framework | Fees (USD) |
|---|---|
| Non-Executive Chairman | $80,000 |
| Director | $55,000 |
| Audit Chair | $10,000 |
| Compensation Chair | $7,500 |
| CG&N or TS&S Chair | $5,000 |
| Additional fee if >2 committees | $5,000 |
Performance Compensation
- Directors are compensated via fixed retainers and equity (DSUs); no performance-based metrics tied to director compensation were disclosed.
- Anti-hedging policy prohibits directors from hedging company stock; Clawback policy applies to incentive compensation in case of financial restatements (executive-focused).
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Major shareholder interlock | Arthur Einav (Director) is General Counsel and Senior Managing Director at Sprott Inc.; Sprott reported >5% ownership; presence indicates a governance-relevant shareholder-director linkage. |
| 2025 Board change | Eva Bellissimo (CG&N Chair) resigned Oct 31, 2025; Clayton, as Chairman, commented publicly on her contributions. |
Expertise & Qualifications
- Mining engineering, operations leadership, governance, ESG, safety; top expertise areas listed in proxy.
- Education: B.S. Mining Engineering (Colorado School of Mines); Tuck Executive Program (Dartmouth).
Equity Ownership
| Ownership Category | Amount | Context |
|---|---|---|
| Total beneficially owned (SEC definition) | 723,484; 0.15% of outstanding | Includes securities exercisable within 60 days of Apr 23, 2025 |
| Common shares | 280,000 | As of record date |
| Options | 345,635 | As of record date; out-of-the-money at 12/31/2024 |
| DSUs | 57,849 (60-day exercisable subset); 116,135 total DSUs noted in director profile | 60-day exercisable count ; total DSUs in profile |
| Warrants | 40,000 | Exercisable within 60 days |
| Stock Ownership Guideline Compliance (Directors) | Threshold | Holdings | Actual Ownership (USD) | Status | Deadline |
|---|---|---|---|---|---|
| Ron Clayton | $240,000 | 280,000 common; 116,135 DSUs/RSUs | $551,983 | Met | 2026-04-07 |
Insider Trades
| Date | Transaction | Units/Amount | Terms |
|---|---|---|---|
| May 26, 2025 | Private placement participation | 200,000 Units; $100,000 | Each Unit: 1 common + 0.5 warrant; warrant strike $0.70; expires Nov 16, 2027; transaction deemed related-party under MI 61-101; company used exemptions (≤25% market cap). |
Governance Assessment
- Board effectiveness: Strong attendance (100% board; 100% TS&S in 2024) and high shareholder support (94.6% For in 2025) signal credibility and engagement.
- Independence and role clarity: Non-executive, independent Chairman; not on Audit or Compensation committees (those chaired by Seaman and Begeman, respectively), supporting oversight separation.
- Ownership alignment: Meets director ownership guidelines with combined share and DSU holdings; recent $100k personal investment in private placement indicates “skin in the game.”
- Policies: Advance Notice Policy (shareholder-approved) and Majority Voting Policy enhance shareholder rights and accountability; anti-hedging and clawback policies strengthen governance controls.
- Conflicts/related-party exposure: Insider participation in the May 2025 financing, including Clayton, was disclosed with MI 61-101 compliance; presence of a Sprott executive on the board alongside Sprott’s >5% ownership warrants ongoing monitoring of potential influence dynamics.
- Risk indicators: No director-specific legal proceedings or sanctions disclosed for Clayton; Q2 2025 indicated no adoption/termination of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements by directors/officers in the quarter.
Overall signal: High attendance and shareholder support, ownership guideline compliance, and personal participation in financing bolster investor confidence; monitor shareholder-linked interlocks and continued committee leadership transitions for balance and independence.