Dawn Whittaker
NOVAGOLD RESOURCESAbout Dawn Whittaker
Dawn Whittaker, 64, is an independent director of NOVAGOLD (NG) since 2023 with 30+ years as a capital markets, M&A, corporate finance, and governance lawyer. She is the former senior partner at Norton Rose Fulbright (national lead of Mining & Commodities in Canada, 2012–2015; Canadian Partnership Committee member, 2014–2017), served on the OSC Continuous Disclosure Advisory Committee, and holds BA (Honours) and LL.B from Queen’s University . She currently serves as Independent Board Chair of Triple Flag Precious Metals Corp. (TFPM) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Norton Rose Fulbright | Senior Partner; National Leader, Mining & Commodities (Canada); Member, Canadian Partnership Committee | National Leader: 2012–2015; Partnership Committee: 2014–2017 | Led mining practice nationally; governance and disclosure expertise |
| Ontario Securities Commission | Continuous Disclosure Advisory Committee Member | Not disclosed | Advised on disclosure standards; governance oversight |
| Canadian Mental Health Association (Ontario Division) | Board Member | Not disclosed | Non-profit governance |
| The Badminton and Racquet Club of Toronto | President, Board of Directors | Current | Private club governance leadership |
External Roles
| Organization | Role | Tenure | Public Company Status |
|---|---|---|---|
| Triple Flag Precious Metals Corp. (TFPM) | Independent Board Chair | Current | TSX/NYSE-listed |
| Kirkland Lake Gold | Director | 2012–2016 | Public company (historical) |
| Detour Gold | Director | 2018–2020 | Public company (historical) |
| Sierra Metals Inc. | Director | 2022–2023 | Public company (historical) |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance & Nominations Committee Chair .
- Attendance: Board 6/6; Audit 4/4; Corporate Governance & Nominations 4/4; overall 100% .
- Independence: The Board determined Ms. Whittaker is independent under NYSE American, SEC, and Canadian standards .
- Tenure on NG’s Board: 2 years (as of 2025) .
- AGM support: Votes in favor at the 2024 AGM were 99.43% .
- Executive sessions: Independent directors meet in executive session after each regular Board meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $54,700 | Includes retainer and meeting fees; committee chair fee changes reflected starting FY2025 |
| Board Annual Retainer (FY2025 structure) | $42,800 per annum | At least 50% paid in DSUs |
| Committee Chair Fee (FY2025) | $17,000 per annum | All committee chairs equalized to $17,000 beginning FY2025 |
| Meeting Fees | $1,100 per meeting | Applies to Board and committees |
| Chairman of the Board | $130,000 per annum (role held by Kaplan) | Structural reference |
| Lead Director | $19,000 per annum (role held by Dorward‑King) | Structural reference |
Performance Compensation
| Instrument | Grant Date(s) | Quantity | Strike Price | Expiration | Vesting | In-the-Money Value |
|---|---|---|---|---|---|---|
| Stock Options (Canada‑resident grants) | May 19, 2023; Dec 1, 2023 | 100,000; 87,000 | C$7.25; C$5.66 | May 18, 2028; Nov 30, 2028 | 1/3 each on 1st, 2nd, 3rd anniversaries | $0 as of Nov 30, 2024 (out-of-the-money) |
| Deferred Share Units (DSUs) | Quarterly in arrears during FY2024 | See quarterly table below | n/a | Redeemable at separation; DSUs vest upon retirement from Board | n/a |
Director DSUs earned in FY2024 (oldest to newest):
| Quarter | Value ($) | DSUs (#) |
|---|---|---|
| Q1 FY2024 | $8,144 | 2,225 |
| Q2 FY2024 | $10,003 | 2,733 |
| Q3 FY2024 | $9,194 | 2,512 |
| Q4 FY2024 | $10,914 | 2,982 |
| Total FY2024 | $38,255 | 10,452 |
Compensation structure benchmarks (targets):
| Element | Target Percentile |
|---|---|
| Annual cash retainers | 25th percentile |
| Chair fees and meeting fees | 62.5th percentile |
| Total direct compensation including at‑risk equity | 75th percentile |
Additional plan terms and safeguards:
- Change-of-control: Stock Award Plan (options) and PSU Plan have double-trigger accelerated vesting (termination without cause or resignation for good reason within 12 months post‑CoC) .
- Hedging/pledging prohibition: Directors may not hedge or pledge Company securities .
- Clawback: Incentive Compensation Recovery Policy applies to annual incentive program and equity awards .
- No option repricing: No stock option awards were re-priced in FY2024 .
Other Directorships & Interlocks
| Director | Other Reporting Issuer Boards |
|---|---|
| Dawn Whittaker | Triple Flag Precious Metals Corp. (TSX, NYSE: TFPM) |
- Sector interlock: TFPM is a precious metals royalty/streaming company operating in the same broader mining ecosystem—potential information flow benefits and perceived conflicts are mitigated by NG’s Ethics Code conflict procedures (disclosure and recusal requirements) .
Expertise & Qualifications
- Corporate governance, capital markets, M&A, and corporate finance expertise; 30+ years as a lawyer in mining and commodities sectors .
- Education: BA (Honours), LL.B – Queen’s University .
- Board skills matrix indicates legal expertise and corporate governance competence among NG directors; Whittaker’s profile aligns with legal/governance skill needs .
Equity Ownership
| Measure | Value / Count | Date / Context |
|---|---|---|
| Common Shares held | Nil | As of 11/30/2024 |
| DSUs held (for ownership guideline purposes) | 10,198 | As of 11/30/2024 |
| Value of securities held (for guidelines) | $37,325 | As of 11/30/2024 |
| Share Ownership Guideline Requirement | $128,400 (3x annual retainer) | Policy |
| Proportion of Guideline Met | 29% | As of 11/30/2024 |
| Deadline to meet guidelines | May 2028 | For directors elected May 18, 2023 |
| DSUs outstanding | 16,747 | As of 3/6/2025 |
| Options outstanding (strike vs market) | All OTM vs $3.66 (NYSE American close, 11/30/2024) | As of 11/30/2024 |
| Hedging or pledging | Prohibited | Policy |
Governance Assessment
- Positive signals: Independent status; 100% attendance; Chair of Corporate Governance & Nominations; strong AGM support (99.43%); robust conflict management (disclosure/recusal); prohibition on hedging/pledging; double-trigger change-of-control protections aligned with shareholder-friendly practices; no option repricing .
- Alignment: DSUs and options constitute majority of director compensation, directly tying value to long-term share price performance and preserving cash .
- Watch items / RED FLAGS:
- Ownership guideline shortfall (29% of $128,400 as of 11/30/2024), though policy provides five years to comply (May 2028) .
- Multiple external commitments (TFPM Chair) can increase time demands; monitor for any project/transaction overlaps; NG policy requires recusal on conflicts .
- Overall: Governance profile is strong on independence, attendance, and committee leadership; equity-heavy director pay aligns with shareholders. The ownership guideline shortfall remains a near‑term optics issue but within policy grace period to 2028 .