Dalia Asterbadi
McEwenAbout Dalia Asterbadi
Elected to the MUX Board at the June 19, 2025 annual meeting (19,255,822 votes for; 344,093 withheld; 8,342,616 broker non‑votes), Asterbadi is a technology and innovation executive with 15+ years’ experience in applied AI/ML, customer experience, and systems engineering; she studied systems engineering at the University of Guelph and machine learning at Stanford University. She previously founded Verve.ai (augmented intelligence automation) and currently serves as Philanthropy & Innovation Officer at MemberNova and Advisor/Technology Evangelist for Giftagram. Director since 2025; age not disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verve.ai | Founder and Chief Data Scientist | Not disclosed | Pioneered applied innovation and development of IP in emerging technologies; contributed to data science advancements as early as 2015 |
| Various (early career) | Progressive roles in marketing, communications, customer success | Not disclosed | Built cross-functional expertise in customer experience and go-to-market |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MemberNova | Philanthropy & Innovation Officer | Current | Technology and innovation leadership |
| Giftagram | Advisor & Technology Evangelist | Current | Technology advisory capacity |
Board Governance
- Election result (confidence signal): Elected June 19, 2025 with 19,255,822 votes for; 344,093 withheld; 8,342,616 broker non‑votes, indicating strong support among votes cast.
- Committee assignments: Not disclosed for Asterbadi as of the 2025 proxy/8‑K. 2024 committees were: Audit (Brissenden—Chair, Dunbar, Ball), Compensation/Nominating & Corporate Governance (Ambrose—Chair, Dunbar, Sanchez), Environmental, Health & Safety (Shaver—Chair, Ambrose, Brissenden), Disclosure (Ball—Chair, Makori). Post‑election committee reconstitution not yet reported.
- Independence: The proxy notes that, as of the proxy date, all directors “named above” except the CEO (McEwen) and COO (Shaver) are independent under NYSE rules; independence status for newly nominated directors (including Asterbadi) is not explicitly stated in the filing.
- Attendance and engagement: In 2024 the Board met 6 times (plus 7 actions by written consent), and no director serving in 2024 attended less than 75% of meetings; non‑management directors met 4 times in 2024.
- Board leadership and risk oversight: CEO also serves as Chair; Board oversees risk with committee support; Audit Chair (Brissenden) presides at meetings of non‑management directors.
Fixed Compensation (Directors)
| Component | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer (non‑executive directors) | $40,000 per year (2024) | |
| Committee service fees | $2,000–$10,000 annually depending on committee and whether Chair (2024) | |
| Meeting fees | Not disclosed/none stated (2024) | |
| Equity compensation | Equity awards are authorized under plans, but 2024 director table shows $0 stock and option awards to directors | |
| Special assignments | Directors may receive cash bonuses for special committees/extra duties (discretionary) |
Note: Asterbadi was not a director in 2024; her individual fees for 2025 were not disclosed as of the latest filings.
Performance Compensation (Directors)
- No director performance equity or option awards were reported for 2024; the director compensation table shows $0 for stock/option awards for all listed directors in 2024. No performance metric framework (e.g., TSR, EBITDA) is disclosed for director pay.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | The 2025 proxy bio for Asterbadi does not list any current or prior public company directorships. |
Expertise & Qualifications
- Technology/AI/ML: Founder and Chief Data Scientist of Verve.ai; applied innovation in data science since 2015; studied machine learning at Stanford.
- Systems engineering and customer experience: Systems engineering studies (University of Guelph); extensive work across marketing, communications, and customer success.
- Board‑relevant skills: Technology, innovation, systems engineering, customer experience (Board’s stated rationale for qualification).
Equity Ownership
- As of the April 28, 2025 record date, the beneficial ownership table lists executive officers and directors; Asterbadi is not included (she was a nominee at that time). Therefore, no MUX share ownership is reported for her as of that date in the proxy.
Governance context for alignment:
- MUX indicates it does not presently have a policy requiring named executive officers or directors to own shares; the company prohibits short sales, options trading, and hedging transactions in its Insider Trading and Disclosure Policy.
Governance Assessment
- Signals of investor support: Strong election support (19.26M for vs. 0.34M withheld; 8.34M broker non‑votes) suggests positive reception of her candidacy and skill set.
- Skillset diversification: Adds AI/data science and systems engineering to a mining‑heavy board, aligning with MUX’s emphasis on innovation and digital capability.
- Independence/board structure watch‑items: The CEO also serves as Chair, and committee assignments for new directors were not yet disclosed; monitor for placement of Asterbadi on Audit, Compensation/NCG, EHS, or Disclosure Committees to assess impact on oversight.
- Alignment and pay mix: Director pay in 2024 was all cash with no equity delivered; company does not require director share ownership, which can weaken alignment versus peers that mandate ownership guidelines; monitor 2025–2026 equity usage for directors and any changes to ownership policies.
- Conflicts/related‑party exposure: No related‑party transactions were disclosed for Asterbadi. At the company level, a material related‑party financing exists with an affiliate of the CEO (Evanachan), and legal services were provided by a firm owned by the General Counsel; these are broader governance risk considerations to monitor but are not linked to Asterbadi.
Director Compensation (Reference – 2024 Actuals for Sitting Directors)
| Director (2024) | Fees Earned (Cash) | Stock Awards | Option Awards | Other | Total |
|---|---|---|---|---|---|
| Allen Ambrose | $45,000 | $0 | $0 | $0 | $45,000 |
| Robin Dunbar | $40,000 | $0 | $0 | $0 | $40,000 |
| William Shaver | $45,000 | $0 | $0 | $0 | $45,000 |
| Richard Brissenden | $50,000 | $0 | $0 | $0 | $50,000 |
| Ian Ball | $47,500 | $0 | $0 | $0 | $47,500 |
| Merri Sanchez | $40,000 | $0 | $0 | $0 | $40,000 |
| Michelle Makori | $40,000 | $0 | $0 | $0 | $40,000 |
| Nicolas Darveau‑Garneau | $40,000 | $0 | $0 | $0 | $40,000 |
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 Say‑on‑Pay: For 18,735,730; Against 514,236; Abstain 349,959; Broker non‑votes 8,342,616.
Related‑Party Transactions (Context)
- Evanachan (CEO‑controlled affiliate) credit agreement and note consolidation (current rate 9.75%; $20M outstanding after $20M repayment on Feb 21, 2025; maturity extended to Aug 31, 2028).
- Legal services from REVlaw (owned by the General Counsel) totaling C$231,038 in 2024 (with some deferred and expected to be settled in stock).
Equity Ownership (Company‑wide snapshot)
- As of April 28, 2025: 53,934,510 shares outstanding; officers/directors as a group (13 persons) beneficially owned 8,701,759 shares (16.1%); Asterbadi not listed (nominee at record date).
Risk Indicators & Policies (Context)
- Insider Trading & Disclosure Policy prohibits short sales, options trading, and hedging by directors, officers, and employees.
- Board and committee activity levels were robust in 2024 (Board: 6 meetings + 7 consents; Audit: 4 meetings; Comp/NCG: 5; EHS: 4; Disclosure: 4).
Bottom Line
- Near‑term focus: Monitor assignment of Asterbadi to board committees and any technology/AI governance initiatives she may sponsor; track future Form 4 filings for ownership alignment; watch for any evolution in director equity delivery or ownership guidelines to enhance alignment.