Gregory Lang
NOVAGOLD RESOURCESAbout Gregory Lang
Gregory A. Lang is President & CEO of NOVAGOLD Resources Inc. (NG) and a Director since 2012, with over 35 years in mine operations, project development, and permitting; prior roles include President of Barrick Gold North America and senior positions at Barrick, Homestake Mining, and International Corona Corporation. He holds a B.S. in Mining Engineering (University of Missouri–Rolla) and completed the Stanford Executive Program; age 70 as disclosed in the Board skills matrix. NOVAGOLD’s five-year TSR lagged gold indices (C$100 invested on 11/30/2019 → NG: C$56 in 2024 vs S&P/TSX: C$176; S&P/TSX Global Gold: C$163), and “Compensation Actually Paid” to the PEO fluctuated with equity values (2024: $2.75M; 2023: $(1.10)M; 2022: $0.79M), underscoring pay sensitivity to share performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barrick Gold North America | President | Until Dec 2011 (10-year tenure at Barrick overall) | Led large-scale asset development and operations; experience directly relevant to Donlin Gold permitting/development |
| Barrick Gold Corporation | Progressive operating and project development roles | 10 years | Built track record in mine engineering and project execution |
| Homestake Mining; International Corona | Operating/project roles | n/a | Foundation in mining operations; both firms later became part of Barrick |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Trilogy Metals Inc. (TSX/NYSE American: TMQ) | Director | Most recent five years and continuing | Current outside public company directorship |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 (approved) |
|---|---|---|---|---|
| Base Salary ($) | 806,300 | 835,908 | 857,850 | 885,400 (effective 1/1/2025) |
| Target Bonus % (AIP) | 100% (implied by plan design) | 100% (calc shows 100% target) | 100% (target $859,600; max 150%) | n/a |
| Actual AIP Paid ($) | 940,146 | 982,839 | 991,978 | n/a |
| All Other Comp ($) | 52,872 | 54,899 | 56,284 | n/a |
| CEO Pay Ratio | n/a | n/a | 10.35:1 | As disclosed for 2024 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure, Metrics, Payout
- Formula: (Company rating × 80%) + (Individual rating × 20%), then × Target % × Base Salary .
- 2024 Company performance rating: 112.79% across weighted goals (Donlin, reputation/IR, ESG, treasury/structure, strategic) .
- 2024 Individual performance rating (Lang): 125% (leadership, CFO transition, Donlin oversight) .
| Item | Weighting/Target | 2024 Outcome |
|---|---|---|
| Company rating (weighted) | 80% weight | 112.79% composite (Donlin 24.06%; Reputation 31.00%; ESG 19.28%; Treasury/Structure 5.45%; Strategic 33.00%) |
| Individual rating | 20% weight | 125% for Lang |
| Target bonus | 100% of base; max 150% | Target $859,600; max $1,289,400 |
| Actual AIP paid | n/a | $991,978 (FY2024) |
Selected 2024 goal details (illustrative):
- Advance Donlin permits/approvals: submitted five Alaska Dam Safety Preliminary Design Packages; 100% achievement .
- Existing permits/litigation defense: narrative notes adverse federal court ruling on EIS tailings scenario but frames path to remedy; 75% achievement .
- IR/outreach: maintained 16/20 top holders; increased holdings; 125% achievement .
- Y-K region community engagement: seminars and public presentations executed with partners; 150% achievement .
Long-Term Incentives (Options, PSUs)
- Philosophy/targets: total direct compensation targeted at 75th percentile; options and PSUs split 50/50 by value; options 5-year term, vest 1/3 each year; PSUs 3-year cliff vest with 0–150% payout vs goals .
- Anti-repricing: No option repricing in FY2024 .
Grants tied to FY2023 performance (granted Dec 1, 2023):
| Grant Type | Grant Date | Quantity / Target | Price/Term | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options | 12/01/2023 | 863,900 | $4.20; 5-year term | 1/3 per year over 3 years | Included in $3,121,788 total for stock+options |
| PSUs (target) | 12/01/2023 | 374,400 target; 561,600 max | n/a | 3-year performance (to 11/30/2026) | Included in $3,121,788 |
Special retention PSUs (granted 12/15/2022; matured 6/30/2024): Paid out 7/1/2024; Lang received 44,300 shares valued $153,278 .
Discretionary PSU decision (2021 PSUs): Performance not met for grants maturing 11/30/2024; Board approved 25% discretionary payout in Dec 2024 due to retention considerations and external factors; paid 102,100 shares across employees .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Measure | Value |
|---|---|
| Total beneficial ownership | 4,192,316 shares (1.25% of class; based on 334,646,571 shares o/s) |
| Shares counted for ownership guidelines | 1,942,723 common shares |
| CEO ownership guideline | 5× base salary; requirement $4,298,000 (as of 1/1/2024); 165% met |
| Anti-hedging/Anti-pledging | Hedging and pledging prohibited for directors/employees |
| Clawback | Incentive compensation recovery policy in place |
Outstanding Equity Awards (as of 11/30/2024)
| Instrument | Status | Quantity | Exercise Price | Expiry | In-the-money value |
|---|---|---|---|---|---|
| Options | Exercisable | 546,000 | $6.96 | 11/30/2024 | — (at $3.66 close) |
| Options | Exercisable | 398,800 | $9.96 | 11/30/2025 | — |
| Options | Exercisable/Unexercisable | 401,534 / 200,766 | $6.75 | 11/30/2026 | — |
| Options | Exercisable/Unexercisable | 206,534 / 413,066 | $5.77 | 11/30/2027 | — |
| Options | Unexercisable | 863,900 | $4.20 | 11/30/2028 | — |
| PSUs | Unvested | 224,000 | n/a | Perf. period ended 11/30/2024; 25% discretionary payout made 12/4/2024 | |
| PSUs | Unvested | 262,000 | n/a | Perf. period ends 11/30/2025 | $958,920 payout value at $3.66 (100% scenario) |
| PSUs | Unvested | 374,400 | n/a | Perf. period ends 11/30/2026 | $1,368,840 payout value at $3.66 (100% scenario) |
Vesting cadence and potential selling pressure:
- Near-term: PSUs scheduled for potential payout around Dec 2025 (262,000) and Dec 2026 (374,400), subject to performance; settlements typically in shares, creating potential supply around vest dates if executives monetize .
- Options: All disclosed tranches were out-of-the-money at $3.66 on 11/30/2024, mitigating exercise-driven selling until sustained price recovery above strikes; 2023 grant ($4.20) could become exercisable pressure if shares trade above that level before 11/30/2028 .
Equity plan overhang context:
- Options outstanding: 8,258,700 (2.47% of shares) as of 3/6/2025; PSUs outstanding: 1,225,100 (0.37%) .
- CEO cumulative options under plan: 3,030,600 outstanding as of 3/6/2025 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | CEO employment agreement effective Jan 9, 2012; continues indefinitely unless terminated |
| Termination without “Just Cause” | Lump sum = (current annual salary + prior year annual incentive) × 2; plus 12 months of group health/dental COBRA-equivalent and lump-sum life/LTD premiums; requires separation agreement and release |
| Death/Disability | Accrued salary + lump sum equal to then-current annual salary |
| Change of Control (Double Trigger) | If within 12 months post-COC, officer is terminated without cause or resigns for good reason: cash severance equal to (salary + prior year incentive) × 2; benefits identical to “without cause” |
| Equity on COC | Double-trigger acceleration for PSUs and Stock Award Plan; PSU acceleration subject to satisfaction/partial satisfaction of performance conditions as determined by Board |
| Restrictive covenants | Non-solicitation for six months post-termination |
| Clawback | Incentive Compensation Recovery Policy (restatement/detrimental conduct) |
Estimated payments if event occurred on 11/30/2024:
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Benefits PV ($) | Total ($) |
|---|---|---|---|---|
| Termination without “Just Cause” | 3,703,156 | — | 33,429 health/dental + life/LTD N/A | 3,736,585 |
| Death/Disability | 859,600 | — | — | 859,600 |
| Change of Control (Double Trigger) | 3,703,156 | 3,149,064 | 33,429 health/dental + 7,775 life/LTD | 6,893,424 |
Board Governance (Director-Service Focus)
- Role/tenure: Director since 2012; votes in favor at 2024 AGM: 99.15% .
- Independence: Non-independent (CEO); Board is majority independent; Chairman (Thomas Kaplan) is non-independent due to Electrum; independent Lead Director in place (Elaine Dorward-King) .
- Committees: Serves on Sustainability and Engineering & Technical Committees; 2024 attendance 100% (Board 6/6; E&T 4/4; Sustainability 4/4) .
- Executive sessions: Independent Directors met six times in FY2024 without management; CEO/Chair roles are separated .
- Say-on-Pay: 83% approval at 2024 AGM .
Director compensation policies and stock ownership:
- Directors must hold at least $128,400 (3× retainer) in shares/DSUs within five years; no hedging/pledging allowed; CEO guideline is 5× salary (met at 165%) .
Dual-role implications:
- While Lang is both CEO and Director, Chair and CEO roles are separated and all key committees (Audit, Compensation, Governance) are fully independent, mitigating typical dual-role independence concerns .
Performance & Track Record
| Indicator | Evidence |
|---|---|
| Stock performance (5-year TSR proxy) | NG C$100 → C$56 (2019→2024) vs S&P/TSX C$176 and S&P/TSX Global Gold C$163 |
| Pay vs performance (CAP) | PEO “Compensation Actually Paid” varies with equity values (2024: $2.75M; 2023: $(1.10)M; 2022: $0.79M; 2021: $(11.83)M) |
| Donlin Gold execution | 2024 milestones in permitting packages, engineering studies, community/IR outreach achieved at or above targets despite litigation noise |
No related party transactions with insiders were reported since Dec 1, 2023 .
Compensation Structure Analysis (Signals)
- Mix and leverage: High at-risk pay via AIP (target 100% of salary) and LTI (options+PSUs), with company weighting at 80% in AIP—aligns payouts to corporate milestones rather than purely discretionary cash .
- Percentile targeting: Base and total cash at ~62.5th percentile and total direct comp at 75th percentile of peers, introducing upward pay pressure despite development-stage risk profile .
- Equity vehicles: Shift remains balanced (options with 5-year tenor; PSUs 3-year performance); no FY2024 repricing .
- Discretionary PSU payout: 25% payout for 2021 PSUs after goals not met (with TSX conditional approval) raises a governance caution on pay-for-performance rigor during challenging periods .
- Clawback/anti-hedging/anti-pledging: Strong policies reduce misalignment and leverage discipline .
Equity Ownership & Alignment (Summary Table)
| Item | Detail |
|---|---|
| Beneficial ownership | 4,192,316 shares; 1.25% of class |
| Ownership guideline status | 165% of 5× salary requirement; 1,942,723 counted shares |
| Pledging/Hedging | Prohibited |
| Upcoming vesting windows | PSUs: FY2025 (262,000), FY2026 (374,400) performance cycles; options vesting 2024–2026; 2023 option grant expiring 2028 at $4.20 |
Employment Terms (Economics)
- Cash severance multiple: 2× (salary + prior-year bonus) for without-cause and double-trigger COC; one-year benefits; six-month non-solicit; release required .
- Equity acceleration: Double-trigger acceleration for PSUs/options subject to performance satisfaction; preserves performance linkage on COC .
Investment Implications
- Alignment/retention: High insider ownership (1.25%) and prohibition on hedging/pledging are positive; however, discretionary PSU vesting in 2024 modestly weakens pay-for-performance signaling. AIP’s heavy corporate weighting (80%) keeps focus on Donlin milestones .
- Selling pressure watch: 2025–2026 PSU maturities could add stock supply if payouts occur; most option tranches are out-of-the-money at $3.66 reference, limiting near-term exercise-driven selling unless shares sustain >$4.20 .
- Change-of-control economics: 2× cash plus equity acceleration under double trigger is standard but sizable; potential payouts (~$6.9M at 11/30/2024) indicate meaningful management incentives in a strategic event .
- Governance: CEO is a director but not chair; independent lead director and fully independent key committees mitigate dual-role risks; say-on-pay passed at 83% despite proxy advisor headwinds, suggesting investor tolerance but vigilance on PSU discretion .