Douglas Stiles
About Douglas Stiles
Douglas Stiles, age 51, serves as Vice President of Sustainability and Environment at Lion Copper and Gold Corp. (LCGMF) since July 26, 2024 . Company performance over the last two fiscal years shows cumulative TSR improving from C$67 to C$80 and net losses narrowing from ($5,911,000) to ($4,741,000), contextualizing the operating backdrop during and around his tenure . Stiles’ 2024 compensation comprised modest cash salary with significant equity incentives (options), aligning pay with project and value-creation milestones .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | N/A | $80,881 |
| Bonus ($) | N/A | N/A |
| Stock Awards ($) | N/A | N/A |
| Option Awards ($) | N/A | $132,095 |
| Total ($) | N/A | $212,976 |
| Employment Term (effective date) | Value |
|---|---|
| Base Salary (effective Jul 26, 2024) | $175,000 |
Performance Compensation
| Grant Date | Instrument | Number of Options | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Jul 26, 2024 | Stock Options | 2,000,000 | US$0.058 | 2029-07-26 | 2,000,000 vest upon meeting milestones relating to the Nuton LLC option agreement |
| Dec 10, 2024 | Stock Options | 2,230,000 | US$0.06 | 2029-12-10 | Vesting terms not disclosed; Plan allows Board-imposed vesting |
Plan features: 10-year max term, Board-determined vesting, net/cashless exercise permitted, and full acceleration upon change-of-control (if transaction closes) .
Equity Ownership & Alignment
| Ownership Snapshot (as of Jun 16, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 7,174,444 |
| Ownership (% of outstanding) | 1.7% |
| Direct/Common Shares | 2,222,222 |
| Options Exercisable | 2,730,000 |
| Warrants | 2,222,222 |
| Unvested Options (subject to conditions) | 1,500,000 (not included in totals above) |
| Outstanding Options Detail | Quantity | Exercise Price | Expiration |
|---|---|---|---|
| Grant 1 | 2,000,000 | C$0.080 | 2029-07-26 |
| Grant 2 | 2,230,000 | C$0.085 | 2029-12-10 |
- Hedging: Executives are prohibited from using hedging instruments to offset declines in equity value .
Employment Terms
| Term | Detail |
|---|---|
| Role | VP of Sustainability and Environment |
| Effective Date | July 26, 2024 |
| Base Salary | $175,000 |
| Initial Equity Grant | 4,200,000 options; 2,000,000 vest upon Nuton LLC option milestones |
| Change-of-Control Economics | If terminated within 12 months of a change of control, severance equals 12 months of then-current base salary (functional double-trigger: CoC + termination) |
| Other Severance/Perquisites | Not disclosed beyond CoC provision |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Total Shareholder Return (value of initial fixed C$100 investment) | C$67 | C$80 |
| Net Income (loss) | ($5,911,000) | ($4,741,000) |
Compensation Committee Analysis
- The company has no formal compensation committee; the full Board reviews and sets executive compensation and annually assesses salaries and equity awards against peer practices and stage of development .
- Equity incentives are delivered under the stock option plan; in 2024 the company replaced its fixed plan with a 20% rolling plan enabling ongoing option issuance subject to shareholder approvals and CSE rules .
- Compensation philosophy emphasizes modest cash pay with significant equity alignment via options and RSUs (though RSUs were cancelled/reversed in 2023 and not granted to Stiles in 2024) .
Related Party Transactions
- In November 2024, Tony Alford and Douglas Stiles participated in a private placement totaling 16,222,222 units at $0.045 per unit (each unit included a share and warrant at $0.06/C$0.08, five-year term); aggregate proceeds $729,999.99 .
Risk Indicators & Red Flags
- Stiles filed three late Section 16 reports during the most recent fiscal year, indicating compliance-process slippage to monitor .
- Heavy reliance on option-based incentives with milestone-triggered vesting (Nuton) concentrates realized pay on project execution; delays could increase retention risk if milestones remain unmet .
- Hedging is prohibited, which supports alignment; pledging disclosures are not provided in the proxy .
Investment Implications
- Pay-for-performance alignment: Stiles’ equity grants and milestone-based vesting tightly couple realized compensation to project execution (Nuton milestones), creating a strong incentive to deliver development progress; monitor milestone attainment and any vesting events as potential trading catalysts .
- Ownership/option overhang: With 2.73M exercisable options, 1.5M unvested options, and 2.22M warrants, vesting or in-the-money status could introduce supply overhang or selling pressure; track option/warrant moneyness and exercise trends via insider filings for signals .
- Governance/process risk: Late Section 16 filings warrant ongoing monitoring of insider reporting compliance; absence of a dedicated compensation committee places more discretion with the Board, increasing the importance of shareholder oversight on equity plan approvals .
Sources