William Zisch
Intrepid PotashAbout William M. Zisch
Independent director at Intrepid Potash (IPI) since May 2022; age 67. Over 40 years in mining with senior operating and planning roles across gold, royalties, and diversified mining, plus academia as Professor of Practice and Department Head of Mining at Colorado School of Mines. Education: B.Sc. Mining Engineering (Colorado School of Mines) and MBA (Wharton). IPI’s Board affirms his independence under SEC/NYSE rules. Committee: Nominating, Corporate Governance, Safety, and Sustainability (NCGSS). Attendance: the company discloses each director (except one on medical leave) attended at least 75% of board/committee meetings in 2024; the Board met 33 times. Independent directors meet regularly in executive session.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colorado School of Mines | Professor of Practice; Department Head, Mining | 2023–Present | Academic leadership; brings current mining practice and safety perspective to board deliberations |
| Independent Consultant | Principal | 2019–2023 | Mining operations/business advisory; day-to-day industry involvement cited by IPI |
| Argonaut Gold, Inc. (public) | Chief Operating Officer | 2016–2019 | Oversaw multi-asset gold operations; operating discipline relevant to IPI’s solution mining footprint |
| Midway Gold US, Inc. (private) | President & CEO | 2014–2016 | Company filed Chapter 11 in 2015; Plan of Liquidation approved in 2017 (governance risk context) |
| Royal Gold, Inc. (public) | VP, Operations | 2009–2014 | Royalty/streaming operator perspective; capital allocation and operator oversight |
| Newmont Mining Corporation (public) | VP Planning; VP African Operations; Operations Manager; Director Business Mgmt | 1997–2009 | Global mine planning, operations, and business management |
External Roles
| Category | Role | Notes |
|---|---|---|
| Current public company boards | None disclosed | IPI proxy lists other directors’ external boards explicitly; none listed for Zisch |
| Private/Non-profit/Academic | Professor/Dept. Head, Colorado School of Mines | Current role |
Board Governance
- Independence: Independent under SEC/NYSE standards.
- Committee assignments (current): Nominating, Corporate Governance, Safety, and Sustainability (member). In March 2025, IPI reorganized committees; prior to March 2025 all independent directors served on every committee, indicating broad-based committee exposure during 2024.
- Committee structure and 2024 cadence: Audit (7 meetings), Compensation (5), NCGSS (4). All-Independent committees; Audit has two “financial experts.”
- Board leadership: Independent Chair (Barth Whitham) since July 2024; CEO and Chair roles separated. Independent directors meet regularly in executive session.
- Attendance and engagement: Board met 33 times in 2024; each director (except the director on medical leave) attended ≥75% of Board and relevant committees; all (except that director) attended the 2024 annual meeting.
- Stock ownership guidelines: Nonemployee directors 4x annual cash retainer; phase-in 5 years; all directors in compliance or within phase-in. Hedging prohibited; pledging banned except rare, preapproved exceptions; no current pledges by any officer/director.
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash (Zisch) | $97,500 |
| Program reference: Annual cash retainer | $90,000 (program level) |
| Program reference: Chair retainers (if applicable) | Audit Chair $15,000; Comp Chair $10,000; Nominating & Corporate Governance Chair $7,500 in 2024 (raised to $10,000 effective 1/1/2025) |
| Meeting fees | Not disclosed (none indicated) |
Notes: Zisch is not disclosed as a committee chair; his individual cash reflects program retainer and any pro-rated changes as applicable.
Performance Compensation (Director)
| Award | Grant timing | Grant-date fair value | Vesting/Performance |
|---|---|---|---|
| Annual restricted stock (Zisch) | 2024 cycle | Included within $109,979 total stock awards | One-year vesting; time-based only (no performance metrics) |
| One-time additional RS grant (all nonemployee directors) | September 2024 | $24,992 (program-level value per director) | Vests in full on earlier of May 25, 2025 or director’s service end; death/disability/CIC vesting applies |
| Total stock awards (Zisch, 2024) | 2024 | $109,979 | Time-based equity; not tied to financial/ESG metrics |
Program design: For directors, equity is time-vested restricted stock; no director performance metrics are disclosed.
Other Directorships & Interlocks
| Company | Sector | Role | Committee roles |
|---|---|---|---|
| None disclosed | — | — | — |
| Explanation: IPI’s proxy lists other directors’ external public boards; none are listed for Zisch. |
Expertise & Qualifications
- Mining operator and planner: Newmont (operations, Africa, planning), Royal Gold (operations), Argonaut Gold (COO), CEO of Midway Gold US.
- Academic leadership: Professor of Practice and Department Head (CSM).
- Education: B.Sc. Mining Engineering (Colorado School of Mines); MBA (Wharton).
- Board-relevant skills: Operations, safety, project execution, mine planning, and HSE oversight aligned with NCGSS committee remit.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 10,107 shares (includes 4,437 restricted) |
| % of shares outstanding | <1% |
| Vested vs. unvested | 4,437 are restricted (unvested) as of 12/31/2024; remainder presumed vested based on table presentation |
| Pledged shares | None; company reports no officer/director pledges |
| Ownership guidelines | 4x cash retainer within 5 years; all directors in compliance or within phase-in (company-wide disclosure) |
Governance Assessment
Key positives
- Independence and committee fit: Independent director with deep operating/mining safety experience serving on NCGSS; prior to March 2025, all independent directors served on all committees, broadening his oversight exposure.
- Engagement: Board met 33 times; directors (excluding one on medical leave) met or exceeded 75% attendance; regular executive sessions; independent Chair enhances oversight.
- Alignment and trading controls: Meaningful director equity grants (time-based) and 4x ownership guideline; hedging prohibited; pledging effectively prohibited; no pledges outstanding.
- Clean conflicts profile: No related-party transactions disclosed involving Zisch; Section 16 compliance issues not attributed to him.
Risk indicators and RED FLAGS
- Prior bankruptcy involvement: As CEO of Midway Gold US, Inc., the company filed Chapter 11 in 2015; Plan of Liquidation approved in 2017. While not reflective of current IPI conduct, it is a governance risk datapoint to monitor.
- One-time board equity grant: In September 2024, the Board awarded an extra $24,992 RSU-equivalent per nonemployee director for additional workload during the CEO transition—reasonable context, but investors typically monitor such adjustments for precedent.
Contextual signals
- Board refresh and activism context: 2025 addition of Gonzalo Avendano pursuant to a cooperation agreement with a ~9% holder (Clearway) signals active shareholder engagement and committee restructuring; not specific to Zisch but relevant to board dynamics.
- Say-on-Pay support: 86% approval in 2024 suggests no acute compensation governance concerns perceived by shareholders.