Ali Erfan
NOVAGOLD RESOURCESAbout Ali Erfan
Ali Erfan was appointed to NOVAGOLD’s Board on July 21, 2025; the Board classifies him as a non‑independent director given his role as Vice Chairman of The Electrum Group, investment adviser to Electrum Strategic Resources, NOVAGOLD’s largest shareholder. He holds a BA/MA in Philosophy, Politics and Economics from Oxford and an MBA from London Business School, with prior senior roles at 3i Group and extensive venture and mining investments. He will receive the standard non‑employee director compensation package and committee assignments are expected to be determined later.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Electrum Group | Vice Chairman | 2007–present | Senior executive at investment adviser to Electrum Strategic Resources (largest NG shareholder) |
| Leor Energy | Founding Board Member | 2003–2007 | Company sold to Encana for $2.6B (strategic M&A outcome) |
| 3i Group plc (London HQ) | Senior Partner | Prior to 2007 | Led private equity/VC investments |
| Various early-stage tech firms (e.g., HTE, Insensys, Smart Fuel Cells, CSR) | Investor | Prior to 2007 | Backed companies through IPOs/M&A exits |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Gabriel Resources Ltd. (TSX‑V: GBU.V) | Director | Public | Ongoing board service |
| Sunshine Silver Mining & Refining | Director | Private | Electrum portfolio company |
| Sinda | Director | Private | Electrum portfolio company |
| Gatos Silver | Former Director | Public | Served from IPO through merger with First Majestic (Jan 2025) |
Board Governance
- Independence: Non‑independent due to executive role at Electrum; Board explicitly deems him non‑independent.
- Appointment/tenure: Appointed July 21, 2025; serves until the 2026 AGM unless re‑elected.
- Committees: Board expects to appoint him to one or more committees later; none assigned at appointment.
- Lead Independent Director: Dr. Elaine Dorward‑King (Board Lead), demonstrating separation of roles.
- Attendance: Not yet applicable for Erfan; for context, in FY2024 the Board held 6 meetings and no incumbent director fell below 75% attendance.
Fixed Compensation
Typical non‑executive director compensation structure (fiscal 2025 program):
| Element | Amount | Notes |
|---|---|---|
| Annual Board retainer | $42,800 | At least 50% paid in DSUs |
| Meeting fee (Board/Committee) | $1,100 per meeting | Cash |
| Committee Chair fee (all committees) | $17,000 per year | Equalized to Audit Chair level in FY2025 |
| Lead Independent Director premium | $19,000 per year | Cash |
| Chairman of the Board premium | $130,000 per year | Cash |
Supplemental DSU mechanics:
- Directors may elect 50%–100% of the retainer in DSUs; DSUs are credited quarterly based on 5‑day VWAP and settle after board service ends.
Performance Compensation
Equity elements for directors (at‑risk pay aligned to share price, not operating metrics):
| Instrument | Grant Timing | Typical Grant Size | Vesting | Performance Metrics |
|---|---|---|---|---|
| Stock Options | Annually (e.g., Dec 1, 2023 cohort) | 81,600 options for non‑Canadian directors; 87,000 for Canadian directors (FY2024) | 1/3 each year over 3 years; 5‑year term | None (time‑based; value tied to share price) |
| Deferred Share Units (DSUs) | Quarterly in arrears | Based on elected % of retainer and quarterly share price | Settle after board service ends | None (value tracks share price) |
Change‑of‑control framework (reference plan terms):
- PSU Plan uses double‑trigger vesting upon CoC plus qualifying termination/resignation within 12 months (executive plan; included for governance context).
- Option plan provides time‑based vesting with defined terms; plan‑level CoC provisions are established (see 2023 proxy Stock Award Plan summary).
Other Directorships & Interlocks
- Electrum interlock: Erfan is Vice Chairman of The Electrum Group, which advises Electrum Strategic Resources, NG’s largest shareholder (25.36% as of Mar 6, 2025), creating a significant governance linkage.
- Additional Electrum ties on NG’s Board include director Daniel Muñiz’s advisory roles to Electrum portfolio companies (Sunshine Silver, Sinda).
Expertise & Qualifications
- Capital markets and private equity leadership (3i Group senior partner).
- Company‑building and exits (Leor Energy sale to Encana for $2.6B; multiple tech IPO/M&A outcomes).
- Board experience across mining (Gabriel Resources, Sunshine Silver, Sinda; prior Gatos Silver).
- Education: Oxford (BA/MA, PPE); London Business School (MBA); Kauffman Fellows Class 10.
Equity Ownership
- Director stock ownership guidelines: Minimum holdings equal to $128,400 (3x annual retainer) within 5 years of joining; applies to Erfan post‑appointment. Hedging and pledging of NG stock are prohibited.
- Settlement and timing for DSUs: Post‑service redemption, with defined timelines; DSUs may be settled in shares or cash.
Governance Assessment
-
Strengths
- Deep transaction and capital allocation experience; broad board exposure in mining and energy.
- Compensation structure emphasizes equity (DSUs/options), promoting long‑term alignment; minimum ownership guidelines strengthen “skin‑in‑the‑game.”
- Anti‑hedging/anti‑pledging safeguards and established equity plan governance.
-
Risks/Red Flags
- Non‑independent status tied to Electrum, NG’s largest shareholder, raises potential conflict‑of‑interest concerns and investor perception risk; Board explicitly flags non‑independence.
- Committee assignments not yet set at appointment; oversight roles and potential recusals on Electrum‑related matters should be monitored.
- Additional Electrum affiliations on the Board (e.g., Muñiz) increase interlock density; oversight of related‑party matters must remain rigorous.
-
Mitigants/Disclosures
- Company disclosed that Erfan had not participated in any related‑party transactions under Item 404(a) at appointment; no selection arrangements; standard director pay applies.
- Lead Independent Director structure in place; majority‑independent Board and independent committees.
Monitoring items for investors: future committee assignments and recusals, any Electrum‑related transactions, DSU/option grants disclosed in next proxy, and any incremental interlocks that could affect independence or oversight.