Nicolas Darveau-Garneau
McEwenAbout Nicolas Darveau-Garneau
Independent director at McEwen Mining Inc. (MUX), age 56, appointed to the Board effective November 17, 2023 . He is an AI and digital transformation expert with 25+ years of experience; President of Garneau Digital Advisors; previously Google’s Chief Evangelist working with >800 C-suites, Chief Strategy & Growth Officer at AI firm Coveo, part of the founding team of msn.com at Microsoft, investor in 21 technology companies, former McKinsey consultant and senior equity analyst at Sanford C. Bernstein. Education: Bachelor’s in Mathematics (University of Waterloo) and MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chief Evangelist | Not disclosed | Worked with >800 top customer C-suites on digital transformation | |
| Coveo (AI) | Chief Strategy & Growth Officer | Not disclosed | AI go-to-market and growth leadership |
| Microsoft | Founding team of msn.com | Not disclosed | Early consumer internet platform development |
| McKinsey & Co. | Management Consultant | Not disclosed | Strategy advisory |
| Sanford C. Bernstein | Senior Equity Analyst | Not disclosed | Sell-side equity research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Garneau Digital Advisors | President | Not disclosed | Advisory in AI/digital transformation |
No other current public company directorships are disclosed in the proxy .
Board Governance
- Independence: All directors except the CEO (Robert McEwen) and interim COO (William Shaver) are independent; Nicolas is independent .
- Committee memberships: Not listed as a member of MUX’s standing committees (Audit; Compensation, Nominating & Corporate Governance; Environmental, Health & Safety; Disclosure) .
- Board and committee activity: In 2024 the Board met 6 times; no director attended <75% of meetings; non-management directors met 4 times; directors are encouraged to attend annual meetings and all then-serving directors attended the 2024 meeting .
- Leadership structure: CEO also serves as Chair; presiding director for independent sessions is the Audit Committee Chair (Richard Brissenden) .
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Director Retainer (cash) | $1,957 | $40,000 | 2023 reflects partial-year service; 2024 program pays $40k annually; directors may also receive committee fees ($2k–$10k, higher for chair) |
| Committee Membership Fees | — | — | Not applicable; Nicolas not on committees per proxy |
| Meeting Fees | Not disclosed | Not disclosed | Program allows occasional cash bonuses for special committees/extra duties |
Performance Compensation
| Component | 2023 | 2024 | Vesting/Terms |
|---|---|---|---|
| Stock Awards (RSUs/PSUs) | $0 | $0 | No director equity reported for Nicolas in 2023–2024 |
| Option Awards | $0 | $0 | No new director option awards reported for Nicolas in 2023–2024 |
| Plan Governance | — | Director comp capped at $400k per year under the 2024 Equity & Incentive Plan; repricing prohibited; no share recycling of tax/option payments |
Performance metric framework used by the company (for executive pay and performance tracking, not director pay):
| Metric | Definition/Use |
|---|---|
| All-in Sustaining Costs (AISC) | Non-GAAP cost metric per gold equivalent ounce; tracked vs targets |
| Reserve/Resource Replacement Ratio | Resource sustainability measure |
| Production Actuals vs Guidance | Operating delivery vs guidance |
Other Directorships & Interlocks
- No other current public company boards disclosed for Nicolas; biography references service “on a number of boards and committees” without specifics .
- No disclosed interlocks or related party connections involving Nicolas; company-level related party transactions involve the CEO’s affiliate (Evanachan Limited) and General Counsel’s law firm (REVlaw) .
Expertise & Qualifications
- Core expertise: AI governance, digital transformation, customer experience .
- Education: Bachelor’s in Mathematics (University of Waterloo), MBA (Harvard Business School) .
- Industry exposure: Technology entrepreneurship and investing; prior analytics and strategy roles .
Equity Ownership
| Date (Record) | Total Beneficial Ownership | Composition details | % of SO |
|---|---|---|---|
| May 13, 2024 | 0 shares | — | — |
| April 28, 2025 | 8,951 shares | Includes 6,666 shares underlying stock options exercisable within 60 days; remainder common shares; “less than 1%” of outstanding |
Policies affecting alignment:
- No stock ownership requirement for directors or named executive officers; equity ownership encouraged but not mandated .
- Insider Trading & Disclosure Policy prohibits short sales, options trading, and hedging of company stock .
Insider Trades and Section 16 Compliance
| Year | Filing/Event | Note |
|---|---|---|
| 2023 | Delinquent Section 16(a) report | One transaction for Nicolas was not timely filed on Form 4; subsequently disclosed via timely Form 5 filing |
Governance Assessment
-
Positives:
- Independent director with deep AI/digital transformation skill set; valuable bench strength for technology and disclosure oversight even in a mining context .
- Strong board attendance norms; no director below 75% in 2024; non-management sessions held 4 times; full attendance at 2024 annual meeting .
- Director pay governance improved via 2024 Plan cap ($400k) and anti-repricing/anti-recycling provisions; limits pay inflation and poor practices .
- Prohibitions on hedging/short sales support alignment with shareholders .
-
Watch items / potential red flags:
- CEO serves as Chair; while disclosed as appropriate by the Board, investors often prefer separation for oversight independence .
- Nicolas is not on any standing committee (Audit, Compensation & Governance, EHS, Disclosure), limiting direct involvement in key oversight levers; consider future committee placement to leverage his expertise .
- Minor Section 16 timeliness lapse in 2023 (subsequently corrected via Form 5); monitor ongoing compliance discipline .
- Company-level related party transactions with CEO affiliate (credit facility amendments, interest paid) and REVlaw (General Counsel’s firm) require continued robust Audit Committee oversight; no link to Nicolas but overall governance sensitivity persists .
-
Shareholder engagement signals:
- Say-on-Pay was approved at the 2022 meeting; 2025 includes a new advisory vote with no material changes to the executive compensation program since 2022 .