William Shaver
McEwenAbout William Shaver
William M. Shaver (age 77) is Interim Chief Operating Officer (since June 6, 2022) and a director of McEwen Mining (now McEwen Inc.), serving on the Board since September 2021 . He is a seasoned mining executive with 50+ years across mine design, construction, and operations; founder of Dynatec Corporation (1980), former COO of INV Metals (2017–July 2021 sale to Dundee Precious Metals), EY Entrepreneur of the Year (2013), Professional Engineer with a B.Sc. in Mining Engineering (Queen’s University), Haileybury School of Mines technician program, and ICD.D designation (2019) . Company performance metrics referenced in pay‑versus‑performance disclosure include TSR, net income, and AISC; MUX’s 2024 TSR (value of $100) was $78.98 vs NYSE Composite peer $131.48, with net income of –$43.69 million and AISC $1,799/oz .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| INV Metals | Chief Operating Officer | 2017–2021 | Led operations; the company was sold to Dundee Precious Metals in July 2021 |
| Dynatec Corporation | Founder | 1980 | Built into one of North America’s leading contracting/mine operating groups |
External Roles
- No current public company directorships disclosed beyond service on MUX’s Board .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $287,140 | $289,420 | $321,929 |
| Bonus | — | $13,852 | $122,292 |
| Stock Awards | — | — | — |
| Option Awards | — | $201,798 | — |
| All Other Compensation | — | — | $146 |
| Total | $287,140 | $539,231 | $444,367 |
- Bonuses are discretionary; the company has “no specific bonus plan or policy… establishing specific performance objectives” .
Performance Compensation
Share Grants (2024)
| Grant Date | Type | Shares (#) | Valuation per Share | Grant Date Fair Value (USD) |
|---|---|---|---|---|
| 06/14/2024 | Bonus shares (2021 Plan) | 4,014 | $10.36 | $41,585 |
| 06/14/2024 | Shares in lieu of cash (2021 Plan) | 34,014 | $10.36 | $352,385 |
| 12/27/2024 | Bonus shares (2024 Plan) | 4,014 | $7.92 | $31,791 |
| 12/27/2024 | Shares in lieu of cash (2024 Plan) | 34,014 | $7.92 | $269,391 |
- Equity award timing is generally around end of Q2 and Q4; awards are not timed around disclosure of material non‑public information .
- Certain officers, including Mr. Shaver, agreed to defer salary and are expected to receive shares to satisfy deferred amounts .
Options (Outstanding and Vesting)
| Option Grant | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Legacy grant | 10,000 | — | $13.10 | 11/03/2026 |
| 06/28/2028 series | 23,333 | 46,667 | $7.10 | 06/28/2028 |
- Vesting: all options vest in equal installments over three years, beginning on the first anniversary of the grant date .
- No options were exercised and no stock vested in 2024 .
Performance Metrics Used by the Company
| Metric | Notes |
|---|---|
| All‑in Sustaining Costs (AISC), Reserve/Resource Replacement Ratio, Production vs Guidance | Listed performance measures in pay‑versus‑performance disclosure; no disclosed weightings or formulaic payouts for NEO bonuses (discretionary) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 130,566 (includes 33,333 options exercisable within 60 days) |
| Shares outstanding (as of Apr 28, 2025) | 53,934,510 |
| Ownership as % of shares outstanding | ~0.24% (derived from 130,566 ÷ 53,934,510) |
| Options exercisable vs unexercisable | 33,333 exercisable; 46,667 unexercisable |
| Stock ownership guidelines | The company does not currently require executives or directors to own shares |
| Hedging/short‑term trading | Prohibited; insider trading policy bars short sales, options trading, and hedging |
| Pledging | No pledging arrangements disclosed that may lead to a change in control |
Employment Terms
| Term | Disclosure |
|---|---|
| Role start date | Interim COO effective June 6, 2022; director since September 2021 |
| Employment agreement | None disclosed for Mr. Shaver (current NEOs other than Mr. Ing and Mr. Spears have no written agreements) |
| Severance & change‑of‑control | Not disclosed for Mr. Shaver |
| Non‑compete / non‑solicit / garden leave | Not disclosed for Mr. Shaver |
| Deferred compensation | Salary deferral with expected share settlement (company‑wide practice among certain officers, including Mr. Shaver) |
Board Governance
- Director since 2021; not independent (serves concurrently as an executive officer) .
- Committee roles: Chair of Environmental, Health & Safety Committee; committee met four times in 2024 .
- Board attendance: No director attended less than 75% of Board/committee meetings in 2024; non‑management directors held four executive sessions .
- Board leadership: CEO also serves as Chairman; presiding director for independent sessions is Audit Chair Richard Brissenden .
Director Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Director fees (cash) | $45,000 |
- Program: Annual retainer $40,000 for directors plus committee service fees ranging from $2,000–$10,000 annually; ad hoc cash bonuses possible for special committees/extra duties .
Performance & Track Record (Company Context During Tenure)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 investment (MUX) | $46.14 | $73.20 | $78.98 |
| TSR – Peer (NYSE Composite) | $109.14 | $116.03 | $131.48 |
| Net Income (USD, millions) | –$81.08 | $55.30 | –$43.69 |
| AISC per ounce (USD) | $1,687.88 | $1,615.30 | $1,799.15 |
Compensation Structure Analysis
- Mix and discretion: Executive pay emphasizes base salary plus discretionary cash bonus and long‑term equity; no formulaic bonus plan or specified weightings for NEO metrics, aligning pay decisions with qualitative performance and capital conservation .
- Shift in equity form: 2023 included meaningful option awards for Mr. Shaver ($201,798), while 2024 granted common shares (bonus and in‑lieu‑of‑cash) with no new options—reduces strike‑price risk but can increase near‑term sellable supply .
- Vesting / pressure: Options vest over three years from the first anniversary; 10,000 options expire in 2026—potential exercise/monetization windows may affect trading behavior .
- Governance policies: Hedging prohibited; no ownership requirement; clawback policy not disclosed in the proxy .
Say‑on‑Pay & Shareholder Feedback
- 2022 Say‑on‑Pay was approved by shareholders; next Say‑on‑Pay vote scheduled for the 2025 meeting (three‑year cadence approved in 2022) .
Risk Indicators & Red Flags
- Dual role & independence: Mr. Shaver is not independent due to his executive role; CEO also chairs the Board, concentrating leadership .
- Ownership alignment: No formal stock ownership guidelines; equity grants include shares issued in lieu of cash (alignment positive), but lack of ownership policy may weaken long‑term alignment .
- Incentive structure: Discretionary bonuses without disclosed targets may reduce pay‑for‑performance transparency .
- Trading risk: Hedging prohibited; no pledging arrangements disclosed that could signal leverage risk .
Compensation Committee Analysis
- Composition: Ambrose (Chair), Dunbar, Sanchez—all independent; met five times in 2024 .
- Interlocks: None; no insider participation on the committee .
- Consultants: Not disclosed .
Related Party Transactions
- No related party transactions disclosed involving Mr. Shaver. Company‑level related lending and legal services involve affiliates of other executives (e.g., McEwen/Evanachan; REVlaw for General Counsel), but none reference Mr. Shaver .
Investment Implications
- Alignment: Significant issuance of common shares to Mr. Shaver (bonus and in‑lieu of cash) increases equity alignment but can create periodic supply overhangs if monetized; lack of ownership requirements and formulaic bonus targets suggests governance monitoring is warranted .
- Execution and continuity: Deep operations pedigree (Dynatec founder; INV Metals COO) supports execution at MUX’s assets; however, with options expiring in 2026 and ongoing discretionary bonuses, watch for insider activity around vesting/exercise windows and operational milestone disclosures .
- Governance risk: Dual role (executive + director), non‑independence, and CEO/Chair combination can reduce checks‑and‑balances; consider board dynamics and EHS Committee leadership (chaired by Shaver) when evaluating ESG and operational risk oversight .
- Performance context: TSR trails broad market peers; AISC elevated in 2024 and net losses present—heightening importance of linking incentive pay to tangible cost, throughput, reserve replacement, and guidance delivery improvements disclosed by the company .