Michael Melanson
McEwenAbout Michael Melanson
Independent director nominee for MUX (McEwen Mining Inc.) with 40+ years in corporate and securities law focused on capital markets and mining; currently Of Counsel at Bennett Jones LLP (since Jan 2025) after retiring as Partner in Dec 2024. Early career at the Toronto Stock Exchange and Ontario Securities Commission. Education: B.Comm (McMaster), LL.B (University of Toronto), MBA (University of Toronto). Frequently listed in Chambers Global/Canada, Who’s Who Legal, Best Lawyers in Canada, and Lexpert for mining and corporate finance & securities. Nomination to MUX’s board in 2025; age and prior MUX tenure not disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bennett Jones LLP | Of Counsel | Since Jan 2025 | Capital markets advisory; mining sector focus |
| Bennett Jones LLP | Partner | To Dec 2024 | Led corporate/securities transactions in mining |
| Toronto Stock Exchange | Early career role | Not disclosed | Capital markets/regulatory exposure |
| Ontario Securities Commission | Early career role | Not disclosed | Securities regulation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Board committees: Audit; Compensation, Nominating & Corporate Governance; Environmental, Health & Safety (EHS); Disclosure Committee .
- Committee leadership: Audit Chair Richard Brissenden (also presiding director for independent sessions); EHS Chair William Shaver; Disclosure Chair Ian Ball .
- 2024 attendance: Board met 6 times; actions by consent 7 times; no director attended less than 75% of meetings; non‑management directors met 4 times in executive session .
- Independence: All current directors except Robert McEwen (CEO/Chair) and William Shaver (Interim COO/Director) are independent under NYSE Rules; independence for 2025 nominees (including Melanson) not explicitly stated, but no related-party ties to him are disclosed .
- Majority voting: Uncontested nominees receiving more “withheld” than “for” must tender resignation; Board must decide within 90 days and disclose via 8‑K .
- 2025 slate: Melanson nominated among 11 director candidates for election at June 19, 2025 annual meeting; committee assignments to be set post‑election .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $40,000 (2024) | Standard fee for non‑executive directors |
| Committee membership fees | $2,000–$10,000 annually | Higher amounts for committee chairs |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed |
| Cash bonuses | Occasional for special committees | Discretionary when additional duties undertaken |
| Equity awards to directors | None in 2024 | Director comp table shows $0 stock/options in 2024 |
If elected, Melanson would be compensated under this board program; specific 2025 director grant/fees for him are not disclosed .
Performance Compensation
- Directors: No performance-based compensation framework disclosed; 2024 director stock/option awards were $0 for all listed directors (i.e., pay is primarily fixed cash) .
- Executive performance metrics (for context only, not director pay): AISC, Reserve/Resource Replacement Ratio, Production vs Guidance are cited as company performance measures; not tied to director compensation .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No shared boards with competitors/suppliers/customers disclosed for Melanson |
Expertise & Qualifications
- Legal specialization: Corporate and securities law; capital markets transactions (IPOs, follow‑ons), M&A, take-over bids; mining sector clients .
- Regulatory grounding: Early roles at TSX and OSC strengthen market integrity/oversight credentials .
- Recognitions: Chambers Global/Canada, Who’s Who Legal, Best Lawyers in Canada, Lexpert in mining and corporate finance & securities .
- Education: B.Comm (McMaster); LL.B; MBA (University of Toronto) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Michael Melanson | Not disclosed | — | Not listed among beneficial owners as of Apr 28, 2025 (53,934,510 shares outstanding) . Company states no director/exec ownership requirement policy . |
Additional alignment policies:
- No ownership guidelines: Company does not require directors or executives to own stock .
- Hedging/short sales prohibition: Insider Trading & Disclosure Policy prohibits short sales, options trading, and hedging of company stock (except in option exercise contexts) .
Governance Assessment
- Strengths: Deep capital markets and mining legal expertise; majority voting policy; regular independent director sessions; clear committee charters; robust insider trading policy .
- Potential alignment gap: Director pay was cash-heavy in 2024 with no equity grants; while many current directors hold outstanding options from prior grants, Melanson’s ownership/alignment is not yet disclosed .
- Conflicts/related party exposure: No related-party transactions disclosed involving Melanson. Noteworthy company-level related party: loans with Evanachan (affiliate of CEO Robert McEwen) and legal services from REVlaw (owned by General Counsel), which are overseen by Audit Committee; not tied to Melanson .
- Independence signal: Biography and current role (Of Counsel) suggest external, non-management status; proxy explicitly flags independence for current non‑management directors and uses NYSE standards; independence designation for nominees is not explicitly enumerated, but no disqualifying relationships for Melanson are disclosed .
RED FLAGS: None specific to Melanson disclosed. Monitor post‑election committee assignments and any future legal services engagements to ensure no Bennett Jones LLP relationship with MUX that could impair independence (no such relationship disclosed) .