Carolyn Turner
About Carolyn Turner
Carolyn Turner (age 56 as of May 2, 2025) is an independent director of Idaho Strategic Resources (IDR), elected to the Board on August 8, 2023. She is a licensed CPA with 30+ years in mining across operations, metals marketing, project development and financing, including treasury leadership at Hecla Mining and Coeur Mining; she holds a BS in Business Administration (Accounting) from Montana State University–Billings and an MBA from Regis University. Turner is designated by the Board as an “audit committee financial expert,” and serves on the Audit, Compensation, and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hecla Mining Corp. | Treasurer | Not disclosed | Led quarterly/annual budgeting, forecasting, economic modeling, M&A, treasury and audit functions |
| Coeur Mining | Treasurer | Not disclosed | Led budgeting/forecasting, economic modeling, M&A, treasury and audit functions |
| Silver Valley Resources (ASARCO) | Mining roles (operations/marketing/project dev.) | Not disclosed | Metals marketing, mine operations, project development and financing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Graham Peak Consulting, LLC | Owner & Principal (Accounting/Finance Consulting) | Not disclosed | Specializes in mining and heavy construction industries |
| Kellogg Idaho Joint School District Board | Elected Trustee | Not disclosed | Public sector governance experience |
Board Governance
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance; all three committees are comprised of independent directors; Turner is an audit committee financial expert per SEC definition .
- Committee chairs: Richard Beaven chairs Compensation, Audit, and Nominating & Corporate Governance (Turner is a member, not a chair) .
- Meeting cadence and attendance (FY2024): Board met 8 times; Audit met 4 times; Compensation met 1 time; Nominating met 1 time; each director attended 100% of Board and committee meetings (for periods served) .
- Independence: Turner is identified as independent; all committee members meet NYSE American independence requirements .
- Executive sessions: Independent directors meet in executive session at least annually; presiding director designated per session; no formal Lead Independent Director disclosed .
Fixed Compensation
- Structure: Cash retainer only; no fees for attendance, committee membership, or chair roles; no director retirement plan; no CIC payments for directors .
| Year | Cash Retainer ($) |
|---|---|
| 2023 | 5,000 |
| 2024 | 17,500 |
No additional fees paid for Board/committee meetings or chairmanships .
Performance Compensation
- Equity awards to directors: On January 15, 2025, IDR granted 400,000 stock options under the 2023 Equity Incentive Compensation Plan, including 10,000 stock options to the members of the Board of Directors (exercise price $11.50; three-year life; total grant-date fair value $1,901,360, Black-Scholes volatility 64.2%, risk-free 4.34%) .
| Grant Date | Award Type | Recipient Group | # Options | Exercise Price | Term |
|---|---|---|---|---|---|
| Jan 15, 2025 | Stock Options | Board members (includes Turner) | 10,000 per director | $11.50 | 3 years |
- FY2024 outstanding options disclosure: Narrative states 27,000 vested options were outstanding to directors including Turner as of Dec 31, 2024; the detailed table lists options for other directors and shows no outstanding options for Turner (disclosure inconsistency; company should reconcile) .
Other Directorships & Interlocks
- Public company boards: None disclosed; no directors (including Turner) serve as directors of issuers registered under Exchange Act Section 12 or required to file periodic reports .
- Consultant/adjacent roles: Owner/principal at Graham Peak Consulting (private) .
Expertise & Qualifications
- CPA license; designated audit committee financial expert by Board .
- 30+ years mining industry experience spanning operations, metals marketing, project development, and financing .
- Financial leadership (Treasurer) at Hecla and Coeur; expertise in budgeting, forecasting, economic modeling, M&A, treasury, audit functions .
- Degrees: BS in Business Administration (Accounting) and MBA .
Equity Ownership
| Holder | Shares | % of Class | Date Basis |
|---|---|---|---|
| Carolyn Turner | 980 | 0.01% (based on 14,052,872 shares and 65,000 vested options outstanding as of May 2, 2025) |
- Options: Board grant on Jan 15, 2025 of 10,000 options to each director (includes Turner); vesting schedule not specified; term 3 years; strike $11.50 .
- Hedging/pledging: Insider Trading Policy (adopted Mar 26, 2025) prohibits hedging transactions, short sales, and margin accounts; establishes blackout periods and pre-clearance for directors and officers .
- Pledging: No pledging of shares disclosed .
Say-on-Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Advisory Vote on NEO Compensation | 6,622,322 | 31,029 | 46,404 | 3,154,549 |
- 2024 say-on-pay support noted as 99% in favor by the company .
- 2024 Director election support (Turner): 6,696,317 for; 3,440 withheld; 3,154,547 broker non-votes .
Related Party Transactions and Legal Matters
- Related parties: No related party transactions reportable under Reg S-K 404(d) for FY2024; policies in Code of Ethics and Audit Committee Charter; Audit Committee oversees approvals .
- Legal proceedings: None material involving directors/officers/5% holders .
- Family relationships: None among executive officers and directors .
Compensation Committee Analysis
- Composition: Three independent directors (Shiell, Beaven, Turner) .
- Consultants: None hired during FY2024 and to date; Committee may engage advisors but retains authority; met once in FY2024 .
- Process: CEO provides recommendations for other NEOs; Compensation Committee formalizes CEO’s compensation decisions per charter .
Governance Assessment
-
Positive signals:
- Independence and committee balance; Turner serves on all three key committees and is designated an audit committee financial expert, enhancing oversight of financial reporting and controls .
- Strong attendance (100%) across Board and committees in FY2024; clear meeting cadence; active Audit Committee (4 meetings) .
- Prohibitions on hedging/short sales/margin accounts; adoption of updated Insider Trading Policy (Mar 26, 2025) .
- Say-on-pay support high (company notes 99% in favor); shareholder support for Turner’s election was decisive .
-
Watch items / potential red flags:
- Disclosure inconsistency regarding Turner’s FY2024 outstanding options (narrative says options outstanding including Turner; detailed table lists none). Company should reconcile to avoid investor confusion .
- Low personal share ownership (980 shares; ~0.01%) may limit alignment, though 2025 option grant increases equity exposure .
- Combined Chair/CEO leadership structure persists; independent executive sessions occur but no formal Lead Independent Director designated .
-
Overall: Turner’s CPA credential and “financial expert” designation, plus her deep mining finance/treasury experience, strengthen Board effectiveness in audit and compensation oversight. Her committee participation and attendance are robust, with no reported conflicts or related-party exposures, supporting investor confidence .
Sources
- 2025 DEF 14A: Director biography, committees, independence, equity awards, executive and director compensation, policies .
- 2024 DEF 14A: Say-on-pay proposal and compensation framework .
- 2024 8-K Item 5.07: Annual meeting voting results (director elections, say-on-pay) .