John Copelyn
About John A. Copelyn
John A. Copelyn (age 74) is Montauk Renewables’ non‑executive Chairman of the Board, serving since January 2021 and currently a Class I director whose term runs until the 2027 annual meeting; he is not independent under Nasdaq rules . Copelyn has served as CEO of Hosken Consolidated Investments (HCI) since 1997, is non‑executive Chairman (since December 2014) and a director (since June 2011) of Montauk Holdings Limited (MNK), and is a non‑executive independent director of Platinum Group Metals Ltd. since May 2018; earlier, he was a member of the South African Parliament (1994–1997) and General Secretary in clothing/textile unions (1974–1994) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hosken Consolidated Investments (HCI) | Chief Executive Officer | 1997–present | Leadership of investment holding company, multiple subsidiary boards |
| Montauk Holdings Limited (MNK) | Non‑Executive Chairman; Director | Chairman since Dec 2014; Director since Jun 2011 | Oversight of former parent company |
| Platinum Group Metals Ltd. | Non‑Executive Independent Director | Since May 2018 | Mining governance experience |
| Parliament of South Africa | Member of Parliament | 1994–1997 | Public policy experience |
| SA clothing/textile unions | General Secretary | 1974–1994 | Labor leadership and negotiations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hosken Consolidated Investments (HCI) | Chief Executive Officer | 1997–present | External executive role; interlocks with Montauk through HCI Managerial Services |
| Montauk Holdings Limited (MNK) | Non‑Executive Chairman; Director | Chairman since Dec 2014; Director since Jun 2011 | Former parent; ongoing related‑party arrangements with Montauk |
| Platinum Group Metals Ltd. | Non‑Executive Independent Director | Since May 2018 | Public company directorship |
Board Governance
- Roles and committees: Chairman of the Board; Chair of Nominating & Corporate Governance (NCG); member of Compensation Committee; not on Audit Committee .
- Independence: Copelyn is not independent; Montauk is a “controlled company” under Nasdaq due to a Consortium Agreement controlling ~52.3% of voting power, and relies on exemptions for Compensation and NCG committee independence .
- Board leadership and oversight: Separate CEO and Chair; independent Lead Director (Mohamed H. Ahmed) provides oversight; Audit Committee is fully independent and chaired by Ahmed .
- Attendance and engagement: Board held 8 meetings in fiscal 2024, including two executive sessions of independent directors; each director attended at least 75% of Board and committee meetings; all directors attended the June 2024 annual meeting .
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grants ($) | Meeting/Chair Fees ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 0 (no director equity grants) | Not disclosed (no meeting fees stated) | 100,000 |
| 2025 (approved schedule) | 115,000 (annual fee) | 0 (no director equity grants) | Not disclosed (no meeting fees stated) | 115,000 (planned) |
Notes:
- Board retained the practice of not issuing equity compensation to non‑employee directors; employee directors receive no Board compensation .
Performance Compensation
| Component | Terms | Notes |
|---|---|---|
| Equity awards to directors | Not granted | Board practice is cash only for non‑employee directors; no RSUs/PSUs/options for directors |
| Performance metrics tied to director pay | Not applicable | No disclosed performance‑linked director compensation |
Other Directorships & Interlocks
| Entity | Relationship | Nature of Interlock/Transaction | Terms |
|---|---|---|---|
| Montauk Holdings Limited (MNK) | Copelyn is non‑exec Chairman/director | Secured Promissory Note from Montauk to MNK; Montauk holds security interest in 976,623 Montauk shares held by MNK | Principal balance $10,690,000; matures Dec 31, 2033; proceeds of any share sale must repay note; default requires delivery of unsold shares back to Montauk |
| HCI Managerial Services (Pty) Ltd. (subsidiary of HCI) | Copelyn and Govender serve on HCI Managerial board; Copelyn is HCI CEO | Administrative services agreement with Montauk | Monthly fee of 20,000 Rand plus VAT for South African compliance and reporting support |
| Consortium Agreement group | Affiliates of Copelyn and Govender | Voting agreement acting in concert on director elections and other matters | Group beneficially owns ~52.3% of Montauk common stock; controlled company status under Nasdaq |
Expertise & Qualifications
- Senior leadership across natural resources and finance (HCI CEO; MNK Chair), plus public policy experience as MP and long union leadership, providing governance, stakeholder, and regulatory insight to Montauk’s Board .
Equity Ownership
| Holder/Structure | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Entity controlled by Mr. Copelyn | 57,622,308 | 40.1% | Held indirectly via an entity controlled by Copelyn; sole voting/investment power; subject to Consortium Agreement |
| Shares subject to Consortium Agreement (group) | 74,900,640 | 52.3% | Aggregated beneficial ownership by parties acting in concert; confers controlled company status |
| Direct ownership by Copelyn | 0 | — | Copelyn does not directly own Montauk shares |
Policies affecting ownership alignment:
- Stock ownership guidelines require non‑employee directors to hold 3x annual director fee; company counts outright shares, vested/unvested RS/RSUs, and options toward compliance .
- Insider Trading Policy prohibits hedging, short sales, and pledging company securities by directors, officers, and employees .
Governance Assessment
- Controlled company structure with a voting consortium owning ~52.3% allows reliance on Nasdaq exemptions; Compensation and NCG committees include non‑independent members (Copelyn chairs NCG and sits on Compensation), reducing formal independence and heightening conflict‑of‑interest scrutiny around pay, nominations, and governance oversight .
- Related‑party exposure is material: a long‑dated secured promissory note to MNK (former parent) backed by Montauk shares, and ongoing administrative services arrangements with HCI Managerial where Copelyn holds executive/board roles; these are approved under a related‑party transaction policy but represent interlocks requiring rigorous Audit Committee oversight .
- Alignment signals are mixed: Directors receive cash‑only retainers (no director equity grants), which can weaken direct pay‑for‑performance linkage; however, Copelyn’s substantial indirect beneficial stake (40.1%) strongly aligns his interests with shareholders on value creation and control governance .
- Risk mitigants include: fully independent Audit Committee; prohibited hedging/pledging policy; clawback policy compliant with SEC/Nasdaq; presence of an independent Lead Director to counterbalance a non‑independent Chair .
- Board engagement: minimum 75% attendance by all directors, eight meetings in 2024, and regular executive sessions of independents—positive process discipline supporting board effectiveness .
- Shareholder voice: As an EGC, Montauk is not required to hold say‑on‑pay votes, limiting feedback channels on compensation governance; investors should monitor Compensation Committee decisions given non‑independent composition and controlled company status .