Elaine Dorward-King
NOVAGOLD RESOURCESAbout Elaine Dorward-King
Elaine Dorward-King, Ph.D., age 67, is an independent director and the Board’s Lead Director at NOVAGOLD (NG). She joined the Board in May 2020 and brings 30+ years in mining with senior sustainability, HSE, and external relations leadership at Newmont (EVP roles 2013–2020) and 20 years at Rio Tinto; she holds a B.A. from Maryville College and a Ph.D. in Analytical Chemistry from Colorado State University and was inducted into the National Academy of Engineering in September 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newmont Corporation | Executive Vice President, Sustainability & External Relations; EVP, ESG Strategy | 2013–Jan 2020 | Led ESG strategy and external relations for a major gold miner |
| Rio Tinto | General management and EHS leadership roles | ~20 years (prior to 2013) | Built and implemented safety, health, environmental programs across mining/chemicals |
| Great Lakes Dredge & Dock Company | Non-executive Director | Jan 2020–Aug 2023 | Board service at a U.S. infrastructure/marine contractor |
| Bond Resources Inc. | Non-executive Director | Jan 2020–Apr 2021 | Board service at a junior resources company |
External Roles
| Company | Role | Status/Notes |
|---|---|---|
| Kenmare Resources plc | Director | Current public company directorship |
| Sibanye-Stillwater | Director | Current public company directorship |
| Nevada Copper Corp. | Director | Company filed voluntary Chapter 11 (June 10, 2024); BCSC cease trade order (Aug 20, 2024); TSX delisting effective Aug 21, 2024 |
| National Academy of Engineering | Member | Inducted September 2024 (recognition) |
Board Governance
- Roles and independence: Lead Director; independent. Years of service on NG Board since 2020 .
- Committees (2024): Chair, Sustainability Committee; Member, Compensation Committee .
- Attendance and engagement (FY2024): 100% overall; Board 6/6, Compensation 5/5, Sustainability 4/4; attended 2024 virtual AGM .
- Shareholder support: 96.63% votes in favor at 2024 AGM for her election .
- Executive sessions and independence: All key committees (Audit, Compensation, Corporate Governance & Nominations) are fully independent; independent directors meet in executive session after each regular Board meeting .
- Ownership policy: Directors must hold at least $128,400 (3x annual retainer) within 5 years; hedging/pledging prohibited; incentive compensation subject to recovery policy .
Fixed Compensation
Director pay structure (2025 program):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $42,800 | At least 50% in DSUs |
| Lead Director Premium | $19,000 | Annual cash/DSU as per policy |
| Committee Chair Fee | $17,000 | All committee chairs set equal to Audit Chair |
| Meeting Fee | $1,100 per meeting | Board and committee meetings |
| Chairman of the Board | $130,000 | Not applicable to Dr. Dorward-King |
Historical (program unchanged vs 2024 except raising non-Audit chair fees to $17,000 from $13,200):
| Program Year | Board Retainer | Lead Director | Audit Chair | Other Chairs | Meeting Fee | DSU Requirement |
|---|---|---|---|---|---|---|
| 2024 | $42,800 | $19,000 | $17,000 | $13,200 | $1,100 | ≥50% of retainer |
Performance Compensation
- Equity elements for non-executive directors are DSUs (deferred share units) and stock options; NG pays a larger portion of director compensation in equity to align with shareholders and preserve cash .
- DSUs typically settle upon retirement from Board service; company may settle in shares or cash equal to market value .
- Example of realized director compensation (FY2022) for Dr. Dorward-King:
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 33,650 | 26,750 | 137,297 | 197,697 |
Other Directorships & Interlocks
- Current public boards: Kenmare Resources plc; Sibanye-Stillwater; Nevada Copper (bankruptcy/cease trade/delisting events noted below) .
- No related-party transactions involving Dr. Dorward-King were disclosed by NG; the proxy states none beyond items specifically described (none cited for her) .
Expertise & Qualifications
- Deep technical and ESG leadership in mining: sustainability, environmental policy/regulation, community relations, risk management, and corporate leadership .
- Education: B.A. (Maryville College); Ph.D. Analytical Chemistry (Colorado State University) .
- Recognition: National Academy of Engineering member (Sept 2024) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (total) | 284,217 shares | Includes securities exercisable within 60 days; <1% of class |
| Options exercisable within 60 days | 256,634 | Included in beneficial ownership |
| Common Shares (for guideline calc) | Nil | Per director ownership table |
| DSUs (for guideline calc) | 21,035 | As of 11/30/2024 |
| Value toward Guideline | $76,988 | As of 11/30/2024 |
| Ownership Guideline | $128,400 | 3x annual retainer; 5-year window |
| Compliance Status | 60% met; In Progress | Has until May 2025 to meet guideline |
Governance Assessment
- Strengths for board effectiveness:
- Lead Independent Director with perfect attendance and active committee leadership (Sustainability Chair; Compensation member), signaling strong engagement and governance emphasis on ESG and pay oversight .
- Board practices include independent key committees and executive sessions after each regular meeting, enhancing independent oversight .
- Anti-hedging/anti-pledging policy and incentive compensation recovery policy reduce misalignment and risk-taking concerns .
- Robust shareholder support (96.63% in favor at 2024 AGM) underpins investor confidence in her candidacy .
- Watch items and RED FLAGS:
- RED FLAG: Director at Nevada Copper, which filed Chapter 11 (June 10, 2024), received a BCSC cease trade order (Aug 20, 2024), and was delisted from the TSX (Aug 21, 2024); while non-executive, involvement with distressed issuers can raise reputational risk questions .
- RED FLAG: As of Nov 30, 2024, she had reached 60% of NG’s director ownership guideline with a deadline of May 2025; still “In Progress” as of the last measurement date (monitor for full compliance by deadline) .
- Alignment and incentives:
- At least 50% of director retainer paid in DSUs; NG emphasizes equity for directors (DSUs and options), aligning with shareholders while conserving cash .
Notes on Board Context (for investors):
- NG states eight of ten nominees are independent and all key committees (Audit, Compensation, Corporate Governance & Nominations) are fully independent; independent directors meet in executive session after each regular meeting .