Michelle Makori
McEwenAbout Michelle Makori
Independent director since August 9, 2023; age 47. Veteran commodities journalist and news executive (Editor-in-Chief and Lead Anchor at Kitco News; prior roles at Bloomberg, CNN Money, i24News, SABC, CGTN). Holds a Post Graduate Honors Degree in Media Studies & Journalism (with distinction) and a BA in Law & Psychology (University of the Witwatersrand); graduated top of class at Damelin Business School. Classified independent under NYSE rules; the Board states all directors except the CEO/Chair (Robert McEwen) and the Interim COO (William Shaver) are independent. Member of the Board’s Disclosure Committee. Attendance: the Board reports no director attended fewer than 75% of 2024 Board/committee meetings. Majority voting policy in place for director elections.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kitco News | Editor-in-Chief & Lead Anchor (commodities/precious metals) | Not disclosed | Brings commodities markets insight and disclosure policy experience cited by Board as strategic fit |
| Bloomberg; CNN Money; i24News; SABC; CGTN | Anchor/Reporter/Producer | Not disclosed | Covered major global economic, financial, geopolitical events; interviews with heads of state and Fortune 500 CEOs |
External Roles
| Company/Institution | Role | Public company board? | Notes |
|---|---|---|---|
| Not disclosed | — | None disclosed | No other public company directorships disclosed in proxy materials |
Board Governance
- Committees: Disclosure Committee member; Chair is Ian Ball; committee met four times in 2024. Not listed on Audit, Compensation/Nominating/Governance, or Environmental, Health & Safety committees.
- Independence: Independent director (all directors except Mr. McEwen and Mr. Shaver are independent).
- Attendance/Engagement: Board met 6 times in 2024; non-management directors met 4 times; no director attended fewer than 75% of applicable meetings.
- Director election/Shareholder rights: Majority Voting Policy (resignation required if “withheld” votes exceed “for” votes in uncontested elections).
Fixed Compensation (Director)
| Element | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard fee for non-executive directors in 2024 |
| Committee membership/Chair fees | $0 (Makori line item) | Company policy allows $2,000–$10,000 annually by committee/Chair, but Makori’s 2024 table line shows only base fee |
| Meeting fees | $0 | No meeting fees disclosed |
Performance Compensation (Director)
- Annual equity for directors: None shown for Makori in 2024 Director Compensation table (no stock/option awards recorded).
- Form 4 awards filed by Makori (outside the 2024 director comp table):
- 2023-08-30: Award of 20,000 stock options (right to buy) at $8.28; filed 2023-09-05.
- 2025-08-11: Award of 20,000 stock options (right to buy) at $10.43; filed 2025-08-13.
- Company-wide clawback/forfeiture framework: Awards subject to clawback under applicable law/listing standards and Company Clawback Policy; awards may be reduced/cancelled/recouped for specified events.
Performance metric framework (company-level, for pay versus performance disclosure; not director-specific):
- Key metrics cited: All-in Sustaining Costs (AISC), Reserve/Resource Replacement Ratio, Production vs Guidance.
Other Directorships & Interlocks
| Company | Exchange | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed; no interlocks reported involving Makori. |
Expertise & Qualifications
- Commodities/markets expertise and corporate disclosure experience; Board cites alignment with strategic goals.
- Education: Post Graduate Honors in Media Studies & Journalism (with distinction) and BA in Law & Psychology (University of the Witwatersrand); top of class at Damelin Business School.
- Governance/controls context: Board established a Disclosure Committee (Makori member) to oversee disclosure controls, investor relations, and media communications.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 7,766 shares | As of April 28, 2025; “*” indicates <1% of outstanding shares |
| Options included in beneficial ownership (exercisable within 60 days) | 6,666 | Footnote (7) indicates included options exercisable within 60 days |
| Direct common shares (inferred) | 1,100 | Form 3 on appointment reported 1,100 common shares; beneficial total includes 6,666 options |
| Ownership as % of outstanding | <1% | Company indicates “* Less than one percent.” |
| Pledging/Hedging | Prohibited | Company insider trading policy prohibits hedging, short sales, and options trading in Company stock (except in option exercises). |
| Stock ownership guidelines | None for directors | Company states no current policy requiring directors or NEOs to own shares. |
Insider Trades (Form 3/4 Summary)
| Filing/Txn Date | Type | Security | Quantity | Price | Post-Txn Ownership (reported) | Source |
|---|---|---|---|---|---|---|
| 2023-08-21 / 2023-08-09 | Form 3 (initial) | Common Stock | 1,100 | — | 1,100 | [SEC Form 3] https://www.sec.gov/Archives/edgar/data/314203/000110465923093963/0001104659-23-093963-index.htm |
| 2023-09-05 / 2023-08-30 | Form 4 (Award “A”) | Stock Option (right to buy) | 20,000 | $8.28 | 20,000 (options) | [SEC Form 4] https://www.sec.gov/Archives/edgar/data/314203/000110465923098284/0001104659-23-098284-index.htm |
| 2025-08-13 / 2025-08-11 | Form 4 (Award “A”) | Stock Option (right to buy) | 20,000 | $10.43 | 20,000 (options) | [SEC Form 4] https://www.sec.gov/Archives/edgar/data/314203/000110465925077739/0001104659-25-077739-index.htm |
Note: The 2024 Director Compensation table shows no 2024 equity awards for Makori, while Form 4s reflect option grants in 2023 and 2025; grants may vest over time and financial statement recognition may differ from grant activity.
Related-Party Transactions (Conflict Review)
- Company discloses related-party transactions involving a McEwen affiliate (Evanachan Limited) credit facility and legal services via the General Counsel’s firm; no transactions involving Makori are disclosed.
Compensation Structure Analysis (Director)
- Mix in 2024: 100% cash retainer in proxy table; no equity or meeting fees shown for Makori.
- YoY change: 2023 partial-year director fees of $15,761 vs 2024 full-year $40,000, consistent with mid-2023 appointment timing.
- Ownership alignment: Beneficial stake is small (<1%); Company has no director ownership guideline; hedging/short sales prohibited.
Governance Assessment
- Strengths: Independent director; Disclosure Committee role adds focus to external communications and controls; no attendance shortfalls; majority voting policy; formal clawback/forfeiture provisions under equity plans; hedging/short-sales prohibited.
- Watch items for investor confidence:
- Ownership alignment: Small beneficial stake and no stock ownership guideline for directors reduce mandated “skin in the game.”
- Optics/Conflicts: As Editor-in-Chief of a prominent commodities media outlet and member of the Disclosure Committee, maintain vigilance around selective disclosure and media interactions; mitigated by formal Disclosure Committee oversight and insider trading/disclosure policies.
- Disclosure consistency: Proxy shows no 2024 equity awards for Makori while Form 4s indicate option awards in 2023 and 2025; monitor how future proxies reflect grant-date fair values and vesting.