Ethan Schutt
NOVAGOLD RESOURCESAbout Ethan Schutt
Independent director of NOVAGOLD Resources Inc. (NG) since 2019; age 51; Executive Vice President and General Counsel at Bristol Bay Native Corporation (BBNC). Education: BS in Mathematics (Washington State University) and JD (Stanford Law School). Tenure on NG’s board is six years; core credentials include Alaska Native Claims Settlement Act (ANCSA) expertise, legal/Governance, resource development, and Alaska public policy; he serves as a Trustee (and former Chair) of the Alaska Permanent Fund Corporation Board of Trustees, Alaska’s sovereign wealth fund .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaska Native Resource Development, LLC (ANTHC) | CEO | 2020–Apr 2021 | Led ANCSA health-related resource development initiatives |
| Alaska Native Tribal Health Consortium (ANTHC) | Chief of Staff | 2018–2020 | Senior leadership across Alaska Native health matters |
| Cook Inlet Region, Inc. (CIRI) | Senior VP, Land & Energy Development; previously General Counsel | 2008–2018 | Resource development, corporate governance, external communications |
| Tanana Chiefs Conference | General Counsel | Prior to 2008 | Legal counsel to tribal organization |
| University of Alaska Anchorage | Instructor (ANCSA lands & resources) | Historical | Taught ANCSA course; subject matter expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bristol Bay Native Corporation (BBNC) | Executive Vice President & General Counsel | Apr 2021–present | ANCSA regional corp; legal and corporate leadership |
| Alaska Permanent Fund Corporation | Trustee; former Chair | Current trustee; prior Chair | Alaska sovereign wealth fund oversight |
| Doyon Limited | Board member (prior) | Prior | ANCSA regional corporation board experience |
| Public Company Boards | None | — | NG discloses no current other public boards for Schutt |
Board Governance
- Independence: NG identifies Schutt as an independent director .
- Committee assignments: Audit Committee member; Sustainability Committee member; not a chair .
- Attendance: Board 6/6; Audit 4/4; Sustainability 4/4; 100% overall .
- AGM engagement: Attended the May 16, 2024 annual meeting (virtual) .
- 2024 shareholder support: Votes in favor of Schutt’s election were 99.34% at the 2024 AGM .
- Board structure: Separate Chair and CEO; independent Lead Director; Board majority independent (8 of 10) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $36,800 | Director fees earned/paid in cash |
| Annual retainer policy | $42,800 per annum | At least 50% paid in DSUs for non-executive directors |
| Meeting fees | $1,100 per meeting | For board and committee meetings |
| Committee chair fees | $17,000 per annum | Applicable to chairs; Schutt not a chair |
Performance Compensation
| Instrument | Grant date | Units / FV | Key Terms |
|---|---|---|---|
| DSUs (quarterly, in arrears) | FY 2024 quarters | 6,338 DSUs; aggregate $23,198 (at $3.66 close) | DSUs vest at retirement; directors can elect 50–100% of retainer in DSUs |
| DSU “Stock Awards” (ASC 718 FV) | FY 2024 grants | $21,400 grant-date fair value | Reported in Non-Executive Director Compensation Table |
| Stock Options | Dec 1, 2023 | 81,600 options; $148,512 FV | Exercise price $4.20; vests 1/3 annually over 3 years; expires Nov 30, 2028 |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public boards | None |
| Private/non-profit boards | Prior board of Doyon Limited; current Trustee of Alaska Permanent Fund Corporation |
| Potential interlocks | NG highlights Electrum’s influence via Chair Thomas Kaplan and director Daniel Muñiz’s roles in Electrum portfolio companies; no such interlock disclosed for Schutt |
Expertise & Qualifications
- Legal and governance: General Counsel roles; corporate governance and external communications expertise .
- ANCSA and Alaska: Deep expertise on ANCSA lands/resources; government/public policy experience; Native Alaskan/Yupik cultural competence per board skills matrix .
- Financial literacy: NG’s board matrix lists Schutt as financially literate; audit committee membership supports oversight role (audit committee financial expert is Hume Kyle) .
- Education: BS Mathematics (WSU); JD (Stanford) .
Equity Ownership
| Measure | Detail |
|---|---|
| Common shares owned | 23,677 |
| DSUs held | 19,463 |
| Total eligible holdings (Common + DSUs) | ~43,140; valued $157,892 at $3.66; 123% of guideline |
| Beneficial ownership (SEC definition) | 357,348; includes 310,934 stock options exercisable within 60 days of Mar 6, 2025 |
| Ownership guideline for directors | $128,400 (3x annual retainer); 5-year compliance window; Schutt meets guideline |
| Hedging/pledging | Prohibited for directors; anti-hedging and anti-pledging policy in place |
Governance Assessment
-
Positives:
- Independence, full meeting attendance, and active service on two key committees (Audit and Sustainability) indicate strong engagement and effective oversight .
- Ownership alignment: exceeds director stock ownership guideline and participates in DSUs; hedging/pledging prohibited; supports skin-in-the-game .
- Shareholder support: 99.34% votes in favor in 2024; AGM participation; board majority independent; separate Chair/CEO; independent Lead Director .
- Related-party safeguards: No related-person transactions since Dec 1, 2023; robust Ethics Code and audit committee review of any related transactions .
-
Watch items:
- Electrum influence (25.36% ownership; Chair Thomas Kaplan is Electrum CEO) presents a structural concentration of ownership; mitigated by independent Lead Director and majority-independent board, but remains a governance consideration for investor confidence .
- Compensation consultant affiliation: Mercer (comp committee consultant) and Marsh (insurance broker) share parent MMC; committee assessed independence and found no conflict, yet dual relationships warrant continued monitoring .
- Project-level legal/process risk: Donlin Gold permitting saw a 9/30/2024 adverse federal decision requiring supplemental analysis (court did not vacate permits outright); board/committee oversight of permitting defense and stakeholder engagement should remain a priority .
Director Compensation (Detailed – FY 2024)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $36,800 | Per Non-Executive Director Compensation Table |
| Stock Awards (DSUs) ($) | $21,400 | ASC 718 grant-date FV; quarterly DSUs in arrears |
| Option Awards ($) | $148,512 | ASC 718 grant-date FV; 81,600 options |
| Total ($) | $206,712 | Sum of components |
Attendance & Engagement
| Meeting Type | 2024 Attendance | Notes |
|---|---|---|
| Board of Directors | 6/6 | 100% |
| Audit Committee | 4/4 | 100% |
| Sustainability Committee | 4/4 | 100% |
| 2024 AGM | Attended | May 16, 2024 virtual AGM |
Potential Conflicts or Related-Party Exposure
- NG reports no related-person transactions since Dec 1, 2023; audit committee pre-approves auditor services; Ethics Code mandates recusal on conflicts; no family relationships among directors/officers .
- Schutt’s role at BBNC (Bristol Bay region) is not disclosed as having transactions with NG; NG’s Donlin Gold partnerships are with Calista and The Kuskokwim Corporation (Y-K region) .
RED FLAGS
- None specific to Schutt identified in NG’s proxy: no delinquent filings, no legal sanctions, no related-party transactions, no pledging/hedging, and strong attendance .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approved by 83.72% of votes cast despite ISS negative recommendation; broad shareholder outreach program noted .
Compensation Structure Context (Board-wide)
- Non-executive director compensation targets: cash retainers at 25th percentile; chair and meeting fees at 62.5th; total direct including equity at 75th percentile; at least 50% of annual retainer paid in DSUs; annual option grants with 3-year vesting .
Equity Ownership & Instruments (Detailed)
| Instrument | Quantity | Valuation/Terms |
|---|---|---|
| Common Shares | 23,677 | Included in eligible holdings; valued at $3.66 close (Nov 30, 2024) |
| DSUs | 19,463 | Vested at retirement; eligible holdings include DSUs |
| Options exercisable ≤60 days (3/6/2025) | 310,934 | Included in beneficial ownership; various strikes/maturities |
| Beneficial Ownership total | 357,348 | SEC definition including exercisable options |
Expertise & Qualifications (Board Skills Matrix)
- Financial literacy; legal; government/public policy; Native Alaskan/Yupik culture; corporate governance .
Governance Implications for Investors
- Schutt enhances board effectiveness on Alaska-specific regulatory, community and ANCSA issues central to Donlin Gold’s permitting, stakeholder relations, and ESG oversight. His audit committee role, perfect attendance, and ownership alignment support investor confidence, while Electrum’s ownership concentration and project-level permitting dynamics warrant continued scrutiny of board independence and risk oversight processes .