Carmen Diges
McEwenAbout Carmen Diges
General Counsel and Corporate Secretary at McEwen Mining Inc. (now McEwen Inc.) since August 2015, age 54, based in Toronto. She holds a CFA Charter, an LLM (Tax) from Osgoode Hall, an LLB from Dalhousie, and a BA from the University of Toronto; she practiced as a partner/principal at Toronto law firms since at least 2013 and provides GC services through her firm REVlaw . Company performance context during her recent tenure shows mixed TSR and profitability: TSR rose from $46.14 (2022) to $78.98 (2024), while net income swung from -$81.08M (2022) to -$43.69M (2024); operational focus metrics include AISC per ounce and reserve replacement .
Company Performance Context (last 3 years)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (value of $100) | $46.14 | $73.20 | $78.98 |
| Peer Group TSR (NYSE Composite) | $109.14 | $116.03 | $131.48 |
| Net Income (USD Millions) | -$81.08 | $55.30 | -$43.69 |
| AISC per ounce | $1,687.88 | $1,615.30 | $1,799.15 |
| Performance Metrics referenced | AISC; Reserve/Resource Replacement Ratio; Production vs Guidance | AISC; Reserve/Resource Replacement Ratio; Production vs Guidance | AISC; Reserve/Resource Replacement Ratio; Production vs Guidance |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various Toronto law firms | Partner/Principal | ≥2013–2015 | Led legal practice with focus on tax and corporate law; foundation for GC role |
| McEwen Mining Inc. | General Counsel and Corporate Secretary | 2015–present | Built in-house legal function; manages governance, disclosure and board communications |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| REVlaw (owned by Carmen Diges) | Owner; provider of GC and legal services to MUX | Ongoing | Outsourced GC services; deferred fees and accepted equity, aiding cash conservation |
Fixed Compensation
| Component | 2023 (USD) | Notes |
|---|---|---|
| Base Salary | $89,106 | Paid in part in CAD; FX per BoC methodology |
| Bonus (cash) | $12,552 | Discretionary; no formal target % program |
| All Other Compensation | $258,071 | Fees paid to REVlaw for legal services; related party |
| Total Fixed + Other | $359,729 | Sum of salary, bonus, other |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Short-term incentive (cash) | Discretionary | No formal target program | N/A | $12,552 (2023) | Paid when awarded |
| Stock Options (grant 06/29/2023) | N/A | N/A | 20,000 options @ $7.10 | Grant-date value $67,266 | Vests in equal tranches over 3 years beginning 1 year post-grant |
| Bonus Shares (09/29/2023) | N/A | N/A | 966 shares @ $6.50 | $6,279 grant value | Immediate on grant |
| Shares in lieu of cash (12/29/2023) | N/A | N/A | 10,017 shares @ $7.21 | $72,220 grant value | Immediate on issuance |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (as of 4/28/2025) | 59,079 shares (<1%) |
| Breakdown | Includes 12,500 shares held via corporations; includes 27,666 options exercisable within 60 days |
| Estimated direct/indirect shares (excl. options) | ~31,413 (derived: 59,079 total less 27,666 options) |
| Stock ownership guidelines | No formal requirement for executives or directors |
| Hedging/short sales | Prohibited by Insider Trading and Disclosure Policy |
| Pledging | No pledging or arrangements known that may result in change in control |
Employment Terms
- Employment agreement: None disclosed for Diges; current NEOs with agreements limited to Speirs (employment) and Ing (consulting); Diges provides services via REVlaw .
- Severance: Not disclosed for Diges (no employment agreement). Equity awards governed by plan terms .
- Change-of-control: Under the 2024 Equity and Incentive Plan, if awards are not assumed and executive is terminated without cause or resigns for good reason within 24 months post-change-of-control, unvested options/RSUs vest immediately and performance awards pay at ≥100% target vs actual (whichever is greater) .
- Clawbacks/tax gross-ups: Not disclosed in proxy; no mention of tax gross-ups. 2024 Plan prohibits repricing without shareholder approval and disallows recycling of tendered/withheld shares .
Risk Indicators & Red Flags
- Related party transactions: C$231,038 legal fees in 2024 and $258,071 in 2023 paid to REVlaw (owned by Diges); Diges deferred payments and accepted shares in lieu of cash, which reduces cash burn but introduces governance scrutiny. Approved under related party policies .
- Section 16 compliance: Diges filed late for three Form 4 transactions in 2023 and remedied via timely Form 5 filings .
- Option and equity cadence: 3-year vesting from 2023 option grants; monitor rolling vesting for potential selling pressure, subject to blackout windows and policy restrictions .
Compensation Committee & Say-on-Pay
- Committee composition (2024–2025): Allen Ambrose (Chair), Robin Dunbar, Merri Sanchez; all independent; responsible for executive comp, incentives, and governance .
- Shareholder votes: Executive compensation approved at 2022 meeting (triennial frequency). 2025 proxy seeks advisory vote; company indicates no material changes since 2022 .
Director/Board Governance (for context; Diges is not a director)
- Corporate Secretary duties: Manages shareholder communications to Board; routes correspondence per governance policy .
- Board meeting attendance and committees summarized in proxy; Diges is management, not on Board committees .
Investment Implications
- Alignment: Diges holds equity and options; policy forbids hedging; no ownership minimums, but receiving shares in lieu of cash suggests continued equity exposure and alignment with liquidity conservation .
- Governance scrutiny: Ongoing related-party legal services via REVlaw are disclosed and governed, but remain a potential red flag; late Section 16 filings were corrected—continue monitoring for timely Form 4s .
- Selling pressure: Options vest annually from 2023 grants with 2028 expirations; near-term tranches and 27,666 options exercisable within 60 days as of April 28, 2025 warrant tracking around open windows and material events .
- Change-of-control risk/reward: 2024 Plan’s double-trigger acceleration can increase realized pay on a transaction; not tied to rigorous ex-ante performance goals in practice given discretionary bonus approach, although company references operational metrics (AISC, reserves, production) for performance context .
2023 Compensation Detail (NEO year)
| Component | 2023 |
|---|---|
| Salary (USD) | $89,106 |
| Bonus (USD) | $12,552 |
| Stock Awards (USD) | $14,715 |
| Option Awards (USD) | $67,266 |
| All Other Compensation (USD) | $258,071 (REVlaw fees) |
| Total (USD) | $441,709 |
2023–2025 Equity Grants and Vesting
| Award | Grant Date | Quantity/Price | Vesting/Expiration | Notes |
|---|---|---|---|---|
| Stock Options | 06/29/2023 | 20,000 @ $7.10 | 3-year equal tranches from 1-year post-grant; expire 06/28/2028 | Black-Scholes value included in 2023 comp |
| Bonus Shares | 09/29/2023 | 966 @ $6.50 | Immediate | Paid as bonus under 2021 Plan |
| Shares in lieu of cash | 12/29/2023 | 10,017 @ $7.21 | Immediate | Liquidity conservation via equity |
Beneficial Ownership (as of 4/28/2025)
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Carmen Diges | 59,079 | <1% | Includes 12,500 via corporations and 27,666 options exercisable within 60 days |
Monitoring priorities: Form 4 filings for any option exercises/sales; vesting calendar from June 2024–June 2026; blackout/policy windows; further related-party fee deferrals settled in equity; 2025 Say-on-Pay outcome and any comp program changes .