Richard Brissenden
McEwenAbout Richard W. Brissenden
Independent director of McEwen Mining Inc. (MUX) since 2012; age 80 as of the 2025 proxy. Chartered Professional Accountant (Ontario) with ICD.D designation; more than 30 years in mining/exploration; presently retired. Biography highlights include prior service as Chairman and Executive Chairman of Banro Corporation and director of Lexam VG Gold (acquired by MUX in 2017). Board tenure at MUX since 2012 supports continuity in audit oversight and mining-sector governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banro Corporation | Director; Chairman; Executive Chairman | Chairman: May 2014–Jan 2015; Jan 2016–Apr 2018; Executive Chairman: Jan 2015–Dec 2015 | Led board during distressed cycle; governance of Canadian gold miner with TSX/NYSE American listing |
| Lexam VG Gold Inc. | Director | Jan 2011–Apr 2017 (acquired by MUX) | Continued as MUX director post-acquisition, aiding integration |
| McEwen Mining Inc. | Director | 2012–present | Audit Committee Chair; EH&S Committee member; presiding director for independent sessions |
External Roles
| Organization | Role | Current Status | Notes |
|---|---|---|---|
| None disclosed | — | Retired | No current public company directorships disclosed; prior roles as above |
Board Governance
- Committee assignments: Audit Committee Chair; Audit members include Brissenden, Robin Dunbar, and Ian Ball; all independent under NYSE Rules and Rule 10A‑3 .
- Additional committee: Environmental, Health & Safety (EH&S) member; Chair is William Shaver; met four times in FY2024 .
- Presiding director: As Audit Committee Chair, Brissenden serves as presiding director for meetings of non‑management/independent directors .
- Independence: All directors except CEO Robert McEwen and William Shaver are independent; Brissenden is independent .
- Attendance: In FY2024 the Board met six times; no director attended less than 75% of Board and committee meetings; non‑management directors met four times .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Chair/Membership Fees (Cash) | Total Director Cash (Brissenden) |
|---|---|---|---|
| 2023 | $40,000 (program level) | Range $2,000–$10,000 (program level) | $49,938 |
| 2024 | $40,000 (program level) | Range $2,000–$10,000 (program level) | $50,000 |
Notes:
- MUX director program provides cash retainer and additional fees for committee service/chair roles; Brissenden’s $50,000 in 2024 implies receipt of chair supplement (consistent with Audit Chair role) .
Performance Compensation
| Year | Equity Granted to Directors (Program) | Brissenden Equity | Vesting / Performance Linkage |
|---|---|---|---|
| 2023 | Directors received stock awards; equity used alongside cash | Stock awards $84,082 | Equity awards are long‑term incentives; director grants not disclosed as performance‑conditioned |
| 2024 | No director stock awards disclosed for the year; cash only table shown | None shown in 2024 director table | — |
Company performance metrics referenced in pay‑versus‑performance (executive framework) and governance context:
- All‑in Sustaining Costs (AISC); Reserve/Resource Replacement Ratio; Production actuals vs. guidance .
- Equity plan safeguards: 2024 Equity & Incentive Plan prohibits repricing without shareholder approval; director total compensation cap $400,000/year; allows RSUs, options, SARs, performance awards .
- Change‑of‑control: If not assumed, awards may vest; if terminated without cause or for good reason within 24 months post‑CoC, options/SARs become exercisable, RSU/restricted vest, performance awards deemed at greater of target or actual .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Banro Corporation | Director; Chairman; Executive Chairman | Historical role; no current disclosed interlocks with MUX suppliers/customers |
| Lexam VG Gold Inc. | Director | Historical; Lexam acquired by MUX in 2017; integration experience |
Expertise & Qualifications
- Audit committee financial expert: Board determined Brissenden meets GAAP, internal controls, and audit committee function expertise; CPA (Ontario) and ICD.D credential .
- Mining finance and governance: Extensive leadership in public mining companies and audit committees; >30 years sector experience .
- Presiding independent director: Oversees executive sessions of independent directors, supporting board effectiveness .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Options Exercisable within 60 Days | Shares Outstanding |
|---|---|---|---|
| May 13, 2024 | 15,000 | 15,000 | 49,408,775 |
| Apr 28, 2025 | 15,833 | 7,500 | 53,934,510 |
Notes:
- MUX discloses no mandatory stock ownership guidelines for directors; equity ownership is encouraged but not required .
- Insider trading/hedging policy prohibits short sales, options trading, and hedging; supports alignment and compliance .
Insider Trades
Recent Form 4 filings for Richard W. Brissenden (director):
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Holdings | SEC Filing |
|---|---|---|---|---|---|---|
| 2025-09-24 | 2025-09-22 | M-Exempt (derivative exercise/acquisition classified as exempt) | 8,334 | 7.10 | 17,739 | https://www.sec.gov/Archives/edgar/data/314203/000110465925093034/0001104659-25-093034-index.htm |
| 2025-09-24 | 2025-09-22 | M-Exempt (derivative exercise/acquisition classified as exempt) | 7,500 | 1.25 | 15,833 | https://www.sec.gov/Archives/edgar/data/314203/000110465925093034/0001104659-25-093034-index.htm |
Data source: SEC Form 4 via insider-trades skill; records show post‑transaction beneficial ownership and prices as reported .
Governance Assessment
- Board effectiveness: Brissenden’s dual role as Audit Committee Chair and presiding independent director strengthens oversight of financial reporting, auditor independence, and executive sessions, enhancing investor confidence .
- Independence and attendance: Independent under NYSE rules; no director under 75% attendance; supports active engagement .
- Compensation structure: Shift from mixed cash/equity (2023) to cash‑only in 2024 for directors may reduce long‑term alignment; however, plan-level safeguards (no repricing; compensation caps) mitigate pay‑risk inflation .
- Ownership alignment: Modest personal holdings relative to shares outstanding; absence of mandatory ownership guidelines for directors limits enforced alignment, though hedging is prohibited .
- RED FLAGS:
- Section 16(a) timeliness: 2023 proxy notes one missed Form 4 for Brissenden (subsequently reported on Form 5); indicates prior reporting control gap, though remediated .
- Related‑party exposure: Significant financing from Evanachan Limited (affiliate of CEO Robert McEwen) and legal services via REVlaw (owned by General Counsel); Audit Committee is responsible for evaluating/approving related‑party transactions—oversight focus area for the Audit Chair .
- Committee continuity risk: 2025 proxy indicates certain directors (Ambrose, Dunbar, Sanchez) not seeking re‑election, implying committee reconstitution; continued Audit leadership by Brissenden remains important for stability .
Overall, Brissenden’s audit expertise and presiding independent role are positives for governance quality. Attention should remain on related‑party oversight and strengthening director equity alignment policies to signal long‑term shareholder alignment .