Charles Travis Naugle
About Charles Travis Naugle
Charles Travis Naugle is Co‑Chairman and Director of Lion Copper and Gold Corp. (LCGMF), age 48 as of the 2025 proxy, and 47 in the 2024 proxy, with tenure as Director since June 18, 2021 and Co‑Chairman since November 1, 2022 . He is a licensed Professional Engineer with an MBA from the University of Chicago Booth and a mining engineering degree from Montana Tech, with multi‑continent mining project and transaction experience . He is not considered independent under Canadian NI 58‑101, and the board identified Thomas Patton as the sole independent director for audit committee purposes in 2025 . Naugle signed as Co‑Chairman and Director on the company’s September 29, 2025 S‑1 filing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lion Copper and Gold Corp. | Chief Executive Officer | May 13, 2021 – May 22, 2024 | Led during Nuton JV progression; stepped down May 22, 2024 |
| Lion Copper and Gold Corp. | Director; Co‑Chairman | Director since Jun 18, 2021; Co‑Chairman since Nov 1, 2022 | Audit Committee member |
| Lion Copper and Gold Corp. | Chief Executive Officer signatory | Signed 8‑K (Aug 4, 2023) as CEO post AGM | AGM resolutions passed (June 20, 2023) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None reported | — | — | Company disclosures list no other reporting issuer directorships for Naugle |
Board Governance
- Board size fixed at three at the July 25, 2025 annual meeting; directors elected were Tom Patton, Tony Alford, and Charles Travis Naugle .
- Audit Committee: Members are Tony Alford, Tom Patton (Chair; independent), and Charles Travis Naugle; all financially literate under NI 52‑110 .
- Independence: Board determined only Patton is “independent” under NI 58‑101; Naugle is not independent .
- Leadership structure: Co‑Chairman role (Naugle and Patton), separate CEO; board meets with auditors both with and without management; no standing compensation or nominating committees—full board oversees compensation and nominations .
- Director election support: At 2025 AGM, votes for Naugle were 144,465,322 “For” and 17,210,478 “Withheld/Abstain” .
- Board activity: 4 formal board meetings in FY2024; matters requiring approval often via unanimous written consents .
Fixed Compensation
| Year | Annual Cash Retainer (Director) | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $0 (no standard cash compensation; reimbursement of expenses only) | $0 | $0 | Company states directors are compensated primarily via equity grants |
| 2025 | $0 (other than disclosed, no cash paid for director services in FY2024; practice continued into 2025 proxy) | $0 | $0 | Compensation via stock options |
Performance Compensation
| Grant Year | Grant Date | Instrument | Units Granted | Exercise/Base Price | Grant-Date Fair Value | Vesting/Status | Expiration |
|---|---|---|---|---|---|---|---|
| 2023 | Jul 21, 2023 | Stock options | 5,385,965 | C$0.08 | C$389,276 | Listed as outstanding and exercisable; no unexercisable balance | Jul 21, 2028 |
| 2024 | Dec 10, 2024 | Stock options | 3,750,000 | US$0.06 | $148,281 | Outstanding; reported in year-end awards | Dec 10, 2029 |
| Prior grants (still outstanding at 12/31/2024) | Various | Stock options | 780,000; 4,385,965 | C$0.08; C$0.08 | — | Exercisable; no unexercisable options listed | Jul 21, 2028 |
- Performance metrics: Director equity awards are options without disclosed performance conditions; company uses milestones for certain officer grants (e.g., Nuton‑related for NEOs), but no PSU metrics disclosed for directors .
- Hedging prohibition: NEOs and directors cannot hedge or use derivative instruments to offset equity declines .
Other Directorships & Interlocks
| Director | Other Reporting Issuers | Potential Interlocks |
|---|---|---|
| Charles Travis Naugle | None | None disclosed |
| Note | — | Tony Alford is a control shareholder (41.5% beneficial ownership) which may influence board dynamics . |
Expertise & Qualifications
- Licensed Professional Engineer; MBA (Chicago Booth) and mining engineering (Montana Tech) .
- Experience across U.S., Eurasia, Russia, Asia in design, construction, and operation of mining projects; negotiated joint ventures and a bilateral mining treaty; sustainability and indigenous engagement focus .
- Audit Committee financial literacy confirmed by NI 52‑110 criteria .
Equity Ownership
| As-of Date | Common Shares (Direct) | Common Shares (Indirect) | Options (Exercisable within 60 days) | Warrants | Convertible Debentures (into shares) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|---|---|
| Jun 16, 2024 | 1,333,333 direct? (not isolated; total 2,166,667 includes indirect) | 833,334 via Redhill Energy LLC | 8,915,965 options (excluded from % in table notes) | 6,133,878 warrants (excluded) | 5,300,544 shares issuable on conversion (excluded) | 2,166,667 | 0.6% |
| Jun 16, 2025 | 1,398,333 direct | 833,334 via Redhill Energy LLC | 8,915,965 options (included in beneficial ownership under SEC rules within 60 days) | — | — | 11,147,632 | 2.7% |
- Shares outstanding as of record dates: 385,297,710 (2024) ; 411,361,264 (2025) .
- Pledging/Hedging: Hedging prohibited; no pledging disclosure found .
Related Party Transactions and Remuneration
| Item (USD thousands) | 9M 2025 | 9M 2024 | Notes |
|---|---|---|---|
| Salaries – Charles Travis Naugle | $108 | $104 | Former CEO; Director |
| Share-based payments – Charles Travis Naugle | $1,429 | $0 | Significant 2025 option/stock‑based expense |
| Interest on convertible debenture – Charles Travis Naugle | $0 | $55 | Interest ceased in 2025 period |
| Family‑related: Interest – Ekaterina Naugle (spouse) | $0 | $7 | Spousal interest in prior period |
| Family‑related: Share‑based – Lukas Naugle (brother) | $38 | $0 | Compensation to family member in 2025 |
Additional capital transactions:
- Replacement unsecured convertible debentures: In Feb 2024, Naugle and Alford subscribed for an aggregate $373,033, 12‑month maturity, 20% interest, convertible at $0.06/share (C$0.08) .
- 2023 convertible debentures: Aggregate $1,185,000 subscribed by insiders (including Naugle), 14% interest, convertible at $0.07–$0.074/share, detachable warrants issued .
Say‑on‑Pay and Shareholder Feedback
- Director elections 2025 AGM: Naugle 144,465,322 For; 17,210,478 Withheld/Abstain; board size fixed at 3; auditors reappointed; stock option plan approved .
- 2023 AGM results: Naugle 114,555,276 For; 14,923,346 Withheld/Abstain; several resolutions including option plan and control person approval passed .
- Section 16(a) compliance: Company disclosed late filings—Naugle filed two late reports covering five transactions in the most recent fiscal year .
Governance Assessment
- Independence and board composition: Naugle is not independent under NI 58‑101; with only one independent director (Patton), board independence is limited; compensation and nominations handled by full board (no dedicated committees), which can constrain governance checks and oversight .
- Conflicts and related parties: Insider financing through high‑interest (20%) convertible debentures (Feb 2024) and earlier 14% debentures (2023) signal potential conflicts; compensation to family members (spouse interest in 2024; brother share‑based payments in 2025) increases related‑party exposure (RED FLAG) .
- Alignment and ownership: Beneficial ownership rose to 11.1M shares (2.7%) by 2025, largely via options; absence of director cash fees and reliance on equity grants aligns incentives with share price performance, but heavy option usage without performance metrics reduces pay‑for‑performance rigor .
- Compliance signals: Late Section 16 filings across several insiders, including Naugle, indicate process/control weaknesses (RED FLAG) .
- Investor support: Repeated election wins and plan approvals show continuing shareholder backing; however, concentration of control (Alford 41.5%) may limit the signaling value of votes .
Overall implication: Board effectiveness is constrained by limited independence and absence of key committees; related‑party financings and family compensation create optics and potential conflicts that can weaken investor confidence despite equity‑heavy director pay.
Director Compensation Detail (Naugle)
| Year | Salary | Bonus | Stock Awards | Option Awards | Other | Total |
|---|---|---|---|---|---|---|
| 2024 (as former CEO; not director fee) | $112,000 | $0 | $0 | $148,281 | $0 | $260,281 |
| 2023 (as CEO) | $250,000 | $0 | ($80,649) reversal | $294,643 | $0 | $463,994 |
| Director cash fees (FY2024) | $0 | — | — | Equity grants only | — | — |
Other Directorships & Interlocks
| Name | Reporting Issuers | Notes |
|---|---|---|
| Charles Travis Naugle | None | No disclosed interlocks |
Equity Ownership (Detail)
| Component (as of Jun 16, 2025) | Amount |
|---|---|
| Direct common shares | 1,398,333 |
| Indirect common shares (Redhill Energy LLC) | 833,334 |
| Options (exercisable within 60 days) | 8,915,965 |
| Total beneficial ownership | 11,147,632 (2.7%) |
Committee Assignments, Chair Roles, and Engagement
- Audit Committee member; Audit Committee chaired by independent director Tom Patton, with defined charter including related‑party transaction review .
- No compensation or nominating committee; full board undertakes these functions .
- Attendance: Company states directors attend shareholder meetings (in person or electronically); FY2024 board held 4 meetings with consents used; individual attendance percentages not disclosed .
Compensation Structure Notes
- Shift to equity: Directors compensated via option grants; no cash retainer or meeting fees disclosed for 2024/2025, indicating high equity mix .
- Option plan evolution: Shareholders approved transition from fixed 20% plan (2024) to 20% rolling plan (2025), increasing flexibility in equity awards .
- Consultant/committee independence: No independent compensation consultant disclosed; compensation oversight by full board .
Risk Indicators & Red Flags
- Limited board independence; no compensation/nominating committees (RED FLAG) .
- Insider financing at high interest (14%–20%) and conversions/warrants (RED FLAG for conflicts) .
- Family involvement compensation (spouse interest; brother share‑based payments) (RED FLAG) .
- Late Section 16 filings by multiple insiders including Naugle (RED FLAG) .
- Going‑concern uncertainty cited in Q3 2025 filings increases governance sensitivity around capital decisions .
Employment & Contracts (historical context)
- Naugle’s prior CEO agreement (effective May 1, 2021; amended Nov 1, 2022): Base salary $250,000; partial salary paid in Falcon Butte Minerals shares for six months from Nov 1, 2022; change‑of‑control payment equal to three times annual compensation if a CoC occurs during term or within six months after termination; agreement term to May 1, 2024 .
Governance Watch Items
- Monitor related‑party transaction approvals by Audit Committee; ensure abstentions and documentation per charter .
- Track future director equity grants and any move toward PSUs with explicit performance metrics to strengthen pay‑for‑performance linkage .
- Verify improvements in insider reporting timeliness to reduce compliance risk .
- Assess board refreshment to add independent directors and establish compensation/nominating committees to bolster investor confidence .