Hume Kyle
NOVAGOLD RESOURCESAbout Hume Kyle
Independent director since May 2023; age 64 as of the 2025 proxy; tenure 2 years at NG. CPA, CA, CFA with 25+ years in mining, energy and natural resources in senior finance roles; recognized Audit Committee Financial Expert and appointed Audit Committee Chair in 2025. Education: BA Economics & Accounting (University of Western Ontario), Graduate Diploma in Public Accounting (McGill), CA (Canadian Institute of Chartered Accountants), CFA (Institute of Chartered Financial Analysts), ICD.D (Institute of Corporate Directors). Background includes CFO of Dundee Precious Metals (2011–2022), VP Treasurer/Controller at TransAlta (2009–2011), and CFO of Fort Chicago Energy Partners (2003–2009) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dundee Precious Metals Inc. | EVP & CFO | 2011–2022 | Senior executive oversight of finance, reporting, risk; retired Dec 31, 2022 |
| TransAlta Corporation | VP, Treasurer & Controller | 2009–2011 | Treasury, controllership, capital markets |
| Fort Chicago Energy Partners L.P. | VP Finance & CFO | 2003–2009 | CFO leadership in pipelines, NGL processing, power |
| Nexfor Inc.; Noranda Inc.; Deloitte & Touche; Price Waterhouse & Co. | Increasingly senior finance/accounting roles | Various | Public accounting and industry finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plum Acquisition Corp. III (NASDAQ: PLMJ) | Director | Joined Jan 2025 | Current outside public company directorship |
| Stornoway Diamond Corporation | Director | 2014–2019 | Served on committees; Audit Committee Chair; company entered CCAA and later bankruptcy in 2019 (risk context) |
| Alliance Pipeline | Director | 2004–2009 | Committee service |
| Aux Sable | Director | 2004–2009 | Committee service |
| Canadian Association of Income Funds | Director | 2005–2009 | Audit Committee Chair |
Board Governance
- Independence: Determined independent under NYSE American, SEC rules, and NI 58-101 (2025) .
- Committee roles: Audit Committee Chair (2025); Audit Committee met 4 times in FY2024; PwC independence affirmed; no material weaknesses in ICFR . Member, Corporate Governance & Nominations Committee (2024) .
- Attendance: 100% overall in FY2024 — Board 6/6, Audit 4/4, Governance & Nominations 4/4 .
| FY | Board Meetings Attended | Audit Meetings Attended | Governance & Nominations Meetings Attended | Overall Attendance |
|---|---|---|---|---|
| 2024 | 6/6 | 4/4 | 4/4 | 100% |
| 2023 (partial year) | 2/2 | 2/2 | 2/2 | 100% |
Fixed Compensation
- Structure (unchanged FY2023→FY2024): Annual Board retainer $42,800 (≥50% paid in DSUs); meeting fee $1,100/meeting; Audit Chair $17,000; other committee chairs $13,200; Chairman $130,000; Lead Director $19,000 .
- Mercer benchmark: Cash retainers at 25th percentile; chair/meeting fees at 62.5th percentile; total direct comp (incl. equity) at 75th percentile; peer group listed (Alamos, B2Gold, Centerra, Coeur, Equinox, Hecla, IAMGOLD, MAG, New Gold, OceanaGold, Pan American, Seabridge, SSR, Torex) .
| Component | FY2023 Amount ($) | FY2024 Amount ($) |
|---|---|---|
| Fees Earned or Paid in Cash | 9,406 | 41,651 |
| Stock Awards (DSUs; grant-date fair value) | 6,106 | 21,400 |
| Option Awards (grant-date fair value) | 221,342 | 149,434 |
| Total | 236,854 | 212,485 |
Performance Compensation
- Directors receive DSUs (deferred share units) granted quarterly in arrears that vest upon retirement; number of DSUs based on quarterly retainer divided by 5-day VWAP; settlement in shares or cash; hedging and pledging prohibited; no performance metrics tied to director DSUs (alignment via share price) .
- Annual stock options to directors (Dec 1, 2023 grants): vest 1/3 each year over 3 years; Canadian-resident directors received 87,000 options; non-Canadian-resident 81,600 options .
| DSU Grants to Kyle in FY2024 (Grant-date fair value and units) | Dec 1, 2023 | Mar 1, 2024 | Jun 1, 2024 | Sep 1, 2024 |
|---|---|---|---|---|
| Fair Value ($) | 5,350 | 5,350 | 5,350 | 5,350 |
| DSUs # | 1,299 | 2,225 | 1,366 | 1,256 |
| Option Awards to Kyle | Grant Date | Options # | Strike | Expiration | Vesting |
|---|---|---|---|---|---|
| Initial director grant | 19-May-2023 | 100,000 | C$7.25 | 18-May-2028 | Not specified in table; standard director grants vest annually |
| Annual director grant | 01-Dec-2023 | 87,000 | $4.17 (Form 4) | Not disclosed in proxy; director options vest 1/3 annually | 1/3 per year over 3 years |
| Additional option award (Form 4) | 29-Apr-2025 | 85,400 | $4.35 | Not disclosed | Not disclosed |
Change-of-control: PSU Plan uses double-trigger accelerated vesting (termination without cause or resignation for good reason within 12 months), with performance conditions only accelerated to the extent satisfied; DSU plan redemption occurs post-termination subject to jurisdiction-specific rules .
Other Directorships & Interlocks
| Year | Other Reporting Issuer Boards |
|---|---|
| 2025 | Plum Acquisition Corp. III (NASDAQ: PLMJ) |
| 2024 | None (as of March 6, 2024) |
No disclosed interlocks with NG’s major suppliers/customers; principal shareholder Electrum representation is via non-independent Chair Thomas Kaplan (context, not an interlock for Kyle) .
Expertise & Qualifications
- Financial literacy and audit expertise; designated Audit Committee Financial Expert; deep experience in finance, audit, IFRS/US GAAP reporting, corporate strategy, taxation, risk management, M&A .
- Credentials: CPA, CA, CFA, ICD.D; degrees from University of Western Ontario and McGill University .
Equity Ownership
| Date | Eligible Holdings (Common Shares + DSUs) | % of Guideline Met | Notes |
|---|---|---|---|
| Nov 30, 2023 | 1,427 | 5% (Guideline $128,400) | Elected May 18, 2023; has until May 18, 2028 to comply |
| Nov 30, 2024 | 7,575 | 22% (Guideline $128,400) | Shares eligible for guideline calculation; non-sale restrictions until compliant |
| Securities Held for Share Ownership Guidelines (FY2024) | Common Shares # | DSUs # | Value as of 11/30/2024 ($) | % Guideline Met |
|---|---|---|---|---|
| Kyle | Nil | 7,575 | 27,725 | 22% |
| DSUs Outstanding (by proxy snapshot) | As of Mar 6, 2024 | As of FY2024 (outstanding grants table) |
|---|---|---|
| DSUs # | 4,952 | 10,850 |
Insider transactions (Form 4 signals):
- Open market purchase: 10,000 Common Shares at $4.10 on Jun 30, 2025; post-transaction ownership 22,348 shares .
- Quarterly DSU awards: 1,783 (Mar 1, 2025), 1,498 (Jun 1, 2025), 811 (Sep 1, 2025), etc.; increasing post-transaction ownership reported .
- Option grants recorded: 100,000 (May 19, 2023, price $5.37), 87,000 (Dec 1, 2023, price $4.17), 85,400 (Apr 29, 2025, price $4.35) .
Policy alignment:
- Directors may not hedge or pledge NG securities; ownership guideline is 3× annual retainer within 5 years of election; sale restrictions apply until compliant .
Fixed Compensation
| Fixed Compensation Elements (FY2024 Program) | Amount |
|---|---|
| Board Annual Retainer (≥50% in DSUs) | $42,800 per annum |
| Meeting Fee (Board/Committee) | $1,100 per meeting |
| Audit Committee Chair | $17,000 per annum |
| Other Committee Chairs | $13,200 per annum |
| Chairman of the Board | $130,000 per annum |
| Lead Director | $19,000 per annum |
Performance Compensation
| Element | Design | Vesting / Conditions |
|---|---|---|
| DSUs | Quarterly in arrears; value tracks NG share price; settle at/after retirement; can elect ≥50% up to 100% of retainer in DSUs | Vests upon retirement; settlement per DSU Plan (jurisdiction-specific redemption windows) |
| Director Stock Options | Annual grant; Dec 1, 2023 grants: 87,000 options to Canadian-resident directors | Vest 1/3 annually over 3 years |
Other Directorships & Interlocks
| Director | Current Other Public Boards |
|---|---|
| Hume Kyle | Plum Acquisition Corp. III (NASDAQ: PLMJ) |
No NG-disclosed related party transactions involving Kyle; prohibitions on hedging/pledging reduce conflict risk .
Expertise & Qualifications
- Skills matrix confirms Financial Literacy and Accounting (Audit Committee Financial Expert) for Kyle; corporate governance and risk management skills .
Equity Ownership
- Compliance timeline: Elected May 2023; has until May 2028 to meet share ownership guidelines .
- Eligible holdings and % compliance tracked annually; increased from 5% (FY2023) to 22% (FY2024) .
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; 100% attendance; proactive investor-alignment via DSU-heavy pay and an open market share purchase in 2025, signaling confidence .
- Alignment: Ownership guideline policy and anti-hedging/anti-pledging restrictions; growing DSU holdings and quarterly accrual; compliance deadline May 2028 .
- Pay mix: Significant equity via DSUs and options; benchmarks aim at 75th percentile total direct comp; retains meeting-based fees to incentivize engagement .
- Potential red flags: Historical involvement with Stornoway Diamond’s 2019 insolvency, though as non-executive director; monitor for any related-party exposure or time constraints from new PLMJ board role; current ownership below guideline (22% FY2024) but within allowed timeframe .
- Overall: Governance profile supports investor confidence through audit oversight quality and attendance, with continued progress toward ownership alignment; no NG-disclosed related-party transactions or hedging/pledging concerns for Kyle .