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Jeffrey Chan

Vice President, Finance at McEwenMcEwen
Executive

About Jeffrey Chan

Jeffrey Chan is Vice President, Finance at McEwen Inc (MUX), appointed in January 2023; he has 15+ years of finance and accounting experience across mining and cannabis, previously serving as CFO at Andean Precious Metals Corp., Green Sky Labs Inc., and Liberty Health Sciences, VP Finance at Orvana Minerals, and Controller at Corona Gold and Ryan Gold; he holds a Bachelor of Commerce from the University of Toronto and is a Chartered Accountant (Ontario) . As of the 2025 proxy, Chan is 39 years old . Company performance context during his tenure shows the value of a $100 investment (company TSR proxy measure) at $73.20 in 2023 and $78.98 in 2024, framing incentive outcomes against shareholder returns .

Past Roles

OrganizationRoleYearsStrategic Impact
Andean Precious Metals Corp.Chief Financial OfficerLed finance for a precious metals producer, bringing mining-sector finance discipline .
Green Sky Labs Inc.Chief Financial OfficerFinance leadership in cannabis, adding regulatory and growth-stage experience .
Liberty Health SciencesChief Financial OfficerCFO role in cannabis sector; oversight of controls and funding .
Orvana Minerals Corp.Vice President, FinanceMining finance operations; reporting and capital allocation support .
Corona Gold CorporationControllerCorporate accounting and controls in mining investment entity .
Ryan Gold Corp.ControllerFinancial control and reporting in exploration-stage mining .

External Roles

OrganizationRoleYearsStrategic Impact
University of TorontoBachelor of Commerce (education)Foundational business education underpinning finance leadership .
Institute of Chartered Accountants of OntarioChartered AccountantProfessional accreditation enabling public-company reporting and controls .

Fixed Compensation

Component20232024
Base Salary (USD)$170,978 $193,503
Base Salary (CAD, employment agreement terms)C$225,000 effective Jan 9, 2023 C$265,200 as of Dec 31, 2024
Target Bonus % of BaseUp to 40% Up to 40%
Actual Bonus Paid (USD)$50,000 $72,459
Stock Awards ($)
Option Awards ($)$67,266
All Other Compensation (USD)$10,459 $10,989
Total Compensation (USD)$298,703 $276,951

Bonus eligibility is discretionary and Board-determined; the company does not operate a formal bonus plan with preset targets .

Performance Compensation

Equity Awards and Incentives

Award TypeGrant DateQuantity/UnitsPricing/Fair ValueVestingNotes
Bonus Shares under 2021 Plan06/14/20241,675 shares $10.36 per share; grant FV $17,353 Not performance-based; issued as bonus shares Aligns with equity-ownership encouragement .
Bonus Shares under 2024 Plan12/27/2024778 shares $7.92 per share; grant FV $6,162 Not performance-based; issued as bonus shares Discretionary long-term equity component .
Stock Options20,000 total; 6,666 exercisable; 13,334 unexercisable (as of 12/31/2024) Exercise price $7.10; Expiration 06/28/2028 Vests in 3 equal annual installments beginning one year from grant date Incentivizes shareholder value creation via price appreciation .

Bonus Mechanics and Performance Metrics

MetricWeightingTargetActualPayout
Annual bonusDiscretionaryNot disclosed (up to 40% of base) Discretionary; no formulaic metrics 2023: $50,000; 2024: $72,459

The Compensation Committee uses judgment rather than fixed KPI targets; no specific revenue/EBITDA/TSR hurdles are disclosed for NEO bonuses .

Insider Activity and Vesting-Related Transactions

DateTransactionQuantityPriceProceeds / CostNotes
09/22/2025Option exercise13,333 shares $7.10 $94,664 cost Consistent with 3-tranche vesting; cumulative tranches became exercisable .
09/22/2025Open market sale13,333 shares $14.59–$15.103 ~$198,525 proceeds Sale near 52-week high reported by media .
09/08/2025RSU grant (Form 4)1,600 RSUs Details per SEC Form 4; vesting specifics not disclosed in the proxy .

Equity Ownership & Alignment

ItemDetail
Total Beneficial Ownership (as of 04/28/2025)8,155 shares; includes 6,666 options exercisable within 60 days .
% of Shares OutstandingLess than 1%; shares outstanding 53,934,510 .
Options – Exercisable6,666 .
Options – Unexercisable13,334 .
In-the-money valueNot disclosed in proxy; exercise price $7.10 .
Shares pledged as collateralNo pledging arrangements known that may result in change of control .
Stock ownership guidelinesNone required; equity ownership encouraged but not mandated .
Hedging/shorting policyProhibits short sales (except for sales to cover option exercises), options trading, and hedging transactions for employees and directors .

Employment Terms

  • Effective date and role: Employment agreement effective January 9, 2023; Vice President, Finance .
  • Base salary and bonus: Base annual salary initially C$225,000; as of 12/31/2024 C$265,200; eligible for annual bonus up to 40% of base, payable in cash or stock at Board discretion .
  • Termination without cause: Notice equal to 3 weeks plus one week per year of service up to 12 weeks, or pay in lieu (salary and benefits during notice period) .
  • Restrictive covenants: Non-solicitation during employment and for 18 months post-termination; non-disparagement during and after employment; receipt of termination benefits above ESA minimums conditioned on execution of a release .
  • Severance/COC: No separate severance multiple or change-of-control acceleration terms disclosed for Chan beyond notice/pay in lieu .
  • Clawbacks/tax gross-ups: Not specifically disclosed for Chan; company-wide clawback language not identified in proxy sections reviewed .

Compensation Committee Analysis

  • Committee composition: 2024 Compensation, Nominating & Corporate Governance Committee comprised of Allen Ambrose (Chair), Robin Dunbar, and Merri Sanchez; no interlocks or related party conflicts disclosed for members .
  • Philosophy: Competitive base salaries at lower percentile for size; discretionary bonuses tied to individual/company performance; long-term equity (options/shares) to align with shareholders; no required stock ownership policy; hedging/shorting prohibited .
  • Bonus process: Determined annually with CEO input; no fixed plan or pre-set performance objectives; case-by-case allocation across cash vs equity .
  • Say-on-Pay: Approved in 2022; frequency every three years (next expected 2028); no material changes since 2022 .

Investment Implications

  • Alignment and leverage: Chan’s compensation skews toward modest cash with meaningful equity incentives (options at $7.10 strike, bonus-share grants), reinforcing sensitivity to share price; beneficial ownership is small (<1%), but option overhang and RSU grants create potential sell pressure at vest/exercise, evidenced by 9/22/2025 exercise-and-sale near highs .
  • Retention risk: Contract provides limited severance (notice/pay in lieu capped at 12 weeks), mitigated by non-solicit (18 months) and release requirement; compensation flexibility (discretionary bonuses, shares in lieu of cash) may support retention but also introduces variability tied to Board discretion .
  • Governance and metrics: Absence of formal, disclosed performance targets for annual incentives reduces pay-for-performance transparency; however, equity grants and option structures keep compensation linked to TSR outcomes, with company TSR proxy measures improving from 2023 to 2024 ($100 → $73.20 → $78.98) .
  • Trading signals: The September 2025 exercise and sale at ~$14.59–$15.103 suggest monetization of vested options amid price strength; continued vesting may create episodic selling pressure unless countered by net share accumulation or retention grants .