John Florek
McEwenAbout John Florek
Independent director at McEwen Inc. (NYSE/TSX: MUX) since June 19, 2025; elected at the 2025 annual meeting. A professional geologist with 35+ years in exploration and production, he previously held senior roles at BHP, Placer Dome, Barrick Gold, Teck, and served as Chief Geologist at Agnico Eagle, Kirkland Lake Gold, and Detour Lake Gold. He holds a B.Sc. in Geology (University of Maine) and an M.Sc. in Geology (Queen’s University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agnico Eagle / Kirkland Lake Gold / Detour Lake Gold | Geology Superintendent / Chief Geologist | Jan 2016 – Sep 2022 | Oversaw geological operations at major Canadian gold sites . |
| BHP, Placer Dome, Barrick Gold, Teck | Senior geology/exploration roles | Various (prior years) | Senior roles across exploration and production functions . |
External Roles
| Organization | Role | Tenure | Listing / Status |
|---|---|---|---|
| Emperor Metals Inc. | President, CEO, Director | Since Nov 2022 | Public: CSE: AUOZ; OTCQB: EMAUF; active listing and OTCQB admission disclosed . |
| Sankamap Metals Inc. | CEO, Director | Since Jun 2022 | Company referenced by MUX; status not detailed in MUX filings . |
Board Governance
- Election and voting signal: Florek received 16,354,561 votes “For” and 3,245,354 “Withheld,” the highest withholds among nominees, indicating elevated shareholder scrutiny .
- Independence: Company states all directors other than the CEO (Robert McEwen) and COO (William Shaver) are independent under NYSE rules; Florek is a non‑management director .
- Board activity: In 2024, the Board met 6 times and non‑management directors met 4 times; no director serving in 2024 attended less than 75% of applicable meetings (Florek was elected in 2025) .
- Committee assignments: 2025 proxy lists legacy committees (Audit; Compensation, Nominating & Corporate Governance; Environmental, Health & Safety; Disclosure). Post‑meeting reconstitution not disclosed for Florek in available filings .
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑executive directors) | $40,000 | 2024 director fees; baseline structure for non‑employee directors . |
| Committee membership fees | $2,000 – $10,000 annually | Varies by committee and chair responsibilities . |
| Meeting fees | Not specified | Directors may receive cash bonuses for special committee service . |
Performance Compensation
| Award Type | Grant Date | Quantity / Value | Terms | Vesting / Settlement |
|---|---|---|---|---|
| Stock options | 08/11/2025 | 10,000 options | Exercise price $10.43 | Vests in 3 equal annual installments from 08/11/2026; expires 08/11/2030 . |
| Deferred Stock Units (DSUs) | 09/08/2025 | 726 DSUs | Price reported $0 | Fully vested; delivered upon termination from Board (deferral election permitted) . |
| Deferred Stock Units (DSUs) | 11/10/2025 | 585 DSUs | Price reported $0 | Fully vested; same settlement terms; DSUs beneficially owned after this filing: 1,311 . |
Performance metric linkage for director equity is not disclosed; executive performance metrics noted by the company include AISC, reserve/resource replacement, and production vs guidance, but these apply to executives rather than directors .
Other Directorships & Interlocks
| Company | Sector Overlap | Potential Interlock / Conflict Consideration |
|---|---|---|
| Emperor Metals Inc. | Gold exploration (Canada) | Same sector as MUX; no related‑party transactions disclosed between MUX and Emperor in reviewed filings . |
| Sankamap Metals Inc. | Mining | Mentioned in MUX biography; no transactions disclosed in MUX filings . |
Expertise & Qualifications
- Technical expertise: Advanced geology, mine-site operations oversight, resource modeling; senior geologist experience across multiple major miners .
- Industry experience: 35+ years across North American gold assets and senior mining organizations .
- Education: B.Sc. (University of Maine), M.Sc. (Queen’s University) .
Equity Ownership
| Date / Filing | Status | Details |
|---|---|---|
| 06/19/2025 (Form 3) | Initial statement | Reported “No securities are beneficially owned” upon joining the Board . |
| 09/10/2025 (Form 4) | DSUs | 726 fully vested DSUs acquired; delivery upon termination from Board (deferral permitted) . |
| 08/13/2025 (Form 4) | Options | 10,000 stock options at $10.43; vesting over 3 years; expiry 08/11/2030 . |
| 11/12/2025 (Form 4) | DSUs | Additional 585 DSUs; total DSUs beneficially owned shown as 1,311 after transaction . |
| Shares outstanding (reference) | 53,934,510 | Context for ownership analysis (DSUs/options are not current outstanding shares) . |
- Hedging/pledging: Company policy prohibits short sales, options trading, and hedging of company stock by employees and directors .
- Ownership guidelines: Company does not have a policy requiring executives or directors to own shares .
Governance Assessment
-
Signals supporting confidence:
- Extensive technical and operational geology background aligned with MUX’s asset base .
- Equity-based director compensation (options, DSUs) promotes alignment with shareholders .
- Board governance processes include non‑management director sessions and standing committees (Audit; CNG; EHS; Disclosure) .
-
Risk indicators and red flags:
- Shareholder voting: Florek had the highest “withheld” votes among the eleven nominees (3,245,354 withheld), signaling investor caution on his candidacy .
- Dual roles in the sector: Concurrent CEO/director roles at Emperor Metals and Sankamap Metals create potential for perceived conflicts if counterparties overlap; no related‑party transactions are disclosed regarding Florek in MUX filings reviewed .
- No director ownership requirement: Absence of mandatory ownership guidelines may weaken “skin‑in‑the‑game” alignment, though DSUs/options partially mitigate .
- Combined Chair/CEO structure at MUX persists, which can affect overall board independence dynamics (not specific to Florek) .
-
Attendance and engagement:
- Company disclosed strong 2024 attendance across directors (≥75%), but Florek’s 2025 committee assignments and attendance not disclosed in reviewed filings .
Monitoring priorities: future committee appointments (Audit/CNG/EHS/Disclosure), any related‑party transactions involving Emperor/Sankamap, incremental equity awards or changes to director compensation policy, and next annual meeting voting results.
Other Data Points (Company context)
- Non‑management sessions: 4 in 2024 .
- Audit independence and fees disclosed for EY; governance process for Say‑on‑Pay every three years (next expected 2028) .
- Related party policies: Audit Committee oversight; notable related party loans pertain to entities affiliated with Robert McEwen, not Florek .