Kalidas Madhavpeddi
NOVAGOLD RESOURCESAbout Kalidas Madhavpeddi
Independent director of NOVAGOLD since 2007, age 69, with 40 years of global mining leadership spanning corporate strategy, M&A, government relations, marketing, mining engineering, and capital allocation. He is President of Azteca Consulting LLC (since 2006), former CEO of China Molybdenum International (2008–2018), and spent 25+ years at Phelps Dodge in senior roles. Education: Indian Institute of Technology (Madras), University of Iowa, and Harvard Business School. Board determined he brings expertise in strategy, M&A, operations, exploration, finance, and HR/compensation to NOVAGOLD’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Azteca Consulting LLC | President | 2006–present | Advisory to metals/mining sector |
| China Molybdenum International (overseas arm) | CEO | Sep 2008–Apr 2018 | Led global portfolio (Cu/Au/Co/others) |
| Phelps Dodge (now Freeport-McMoRan) | Senior VP; concurrently President, Phelps Dodge Wire & Cable | ~25 years | Senior leadership in mining operations and products |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Glencore plc | Chair of the Board | Feb 4, 2020 | Current |
| Dundee Precious Metals | Director | Feb 1, 2021 | Current |
| Trilogy Metals Inc. | Director | 2012–2023 | Former |
| Capstone Mining | Director | 2012–Apr 2019 | Former |
| Namibia Rare Earths | Chair of the Board | 2010–2016 | Former |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent |
| Director since | 2007 |
| Committees | Compensation (Chair), Sustainability (Member), Corporate Governance & Nominations (Member) |
| Attendance FY2024 | Board 6/6; Compensation 6/6; Sustainability 4/4 (100% overall) |
| 2024 AGM support | 97.44% votes in favor |
| Ownership guideline | Required $128,400 (3x annual retainer); Board-wide guideline policy |
| Compliance | 546% of guideline met as of 11/30/2024 |
| Executive sessions | Independent directors meet after each regular board meeting; met six times in FY2024 |
Fixed Compensation
Director pay is deliberately equity-heavy to align interests and preserve cash. At least 50% of retainer is paid in DSUs; fees/retainers below are applicable from FY2025. Madhavpeddi’s actual FY2024 amounts shown separately .
| Component | Amount | Notes |
|---|---|---|
| Board annual retainer | $42,800 | ≥50% in DSUs |
| Meeting fee (Board/committee) | $1,100 per meeting | |
| Committee Chair fee (all committees) | $17,000 | Harmonized to Audit Chair level for FY2025 |
| Lead Director | $19,000 | |
| Board Chair | $130,000 |
FY2024 actual for Kalidas Madhavpeddi:
| FY2024 Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 59,900 |
| Stock awards (DSUs) | 21,400 |
| Option awards (grant date fair value) | 148,512 |
| Total | 229,812 |
The largest portion of non-executive director compensation is DSUs and stock options, tying value to share price performance .
Performance Compensation
Directors receive at-risk equity (DSUs and stock options); awards are not tied to operating metrics but align through share price exposure.
DSUs earned in FY2024 (granted quarterly in arrears):
| Quarter (FY2024) | Value ($) | DSUs (#) |
|---|---|---|
| Q1 | 8,144 | 2,225 |
| Q2 | 5,000 | 1,366 |
| Q3 | 4,597 | 1,256 |
| Q4 | 5,457 | 1,491 |
| Total | 23,198 | 6,338 |
Outstanding option-based and share-based awards (as of 11/30/2024):
| Grant Date | Options Outstanding (#) | Exercise Price ($) | Expiration | DSUs Not Vested (#) | Market/Payout Value of DSUs ($) |
|---|---|---|---|---|---|
| 12/1/2019 | 54,300 | 6.96 | 11/30/2024 | ||
| 12/1/2020 | 35,200 | 9.96 | 11/30/2025 | ||
| 12/1/2021 | 54,700 | 6.75 | 11/30/2026 | ||
| 12/1/2022 | 59,300 | 5.77 | 11/30/2027 | ||
| 12/1/2023 | 81,600 | 4.20 | 11/30/2028 | ||
| Totals/DSUs | 56,022 | 205,041 | |||
| Citations: options and DSUs counts/values . |
Option vesting schedule for 12/1/2023 grant: 1/3 on each of 1st, 2nd, 3rd anniversaries; 5-year term (directors) .
Other Directorships & Interlocks
| Company | Relationship to NG | Potential Interlock Risk |
|---|---|---|
| Glencore plc (Chair) | Unrelated shareholder; large diversified miner | No related-person transactions disclosed; monitor if any prospective transactions arise with NG |
| Dundee Precious Metals (Director) | Unrelated shareholder | No related-person transactions disclosed |
Related-person transactions: none since Dec 1, 2023; related-party transactions require Audit Committee approval under SEC thresholds .
Expertise & Qualifications
- Corporate strategy, M&A, mining operations and exploration, marketing and sales, corporate leadership, and HR/compensation .
- Significant leadership experience in global miners; former CEO China Molybdenum International; 25+ years Phelps Dodge .
- Deep network in government relations and capital markets .
Equity Ownership
| Measure | Detail |
|---|---|
| Common shares (for guidelines) | 135,556 |
| DSUs (for guidelines) | 56,022 |
| Total “eligible holdings” value (11/30/2024) | $701,175 |
| Ownership guideline requirement | $128,400 (3x retainer) |
| Compliance | 546% of requirement (met) |
| Beneficial ownership (SEC definition) | 405,786 shares* |
| Options exercisable within 60 days | 210,934 (included in beneficial ownership) |
| % of shares outstanding | <1%* |
| Hedging/pledging | Prohibited for directors and employees |
- Per beneficial ownership table, “percentage of class” less than 1% .
Governance Assessment
Strengths
- Long-tenured independent director with 100% FY2024 attendance and strong 2024 shareholder support (97.44%) .
- Chair of Compensation Committee; committee composed entirely of independent directors; uses independent consultant (Mercer) and assessed as conflict-free; Mercer fees C$66,832 (FY2024); Marsh insurance services $181,946; Committee concluded no conflicts .
- High ownership alignment; exceeds director ownership guideline by 5.46x; prohibited hedging/pledging enhances alignment .
- Board practices include independent Lead Director and regular executive sessions of independent directors (6 meetings in FY2024) .
Watch items
- External commitments include Chair of Glencore and Director of Dundee Precious Metals; monitor workload and any prospective transactions for conflicts; company discloses no related-person transactions since 12/1/2023 and has policies requiring Audit Committee oversight for such matters .
- Concentrated shareholder (Electrum ~25.36%); Board mitigates with independent majority and Lead Independent Director; continue to monitor governance balance .
Policy signals
- Director pay structure emphasizes equity (DSUs/options); at least 50% of retainer paid in DSUs; committee chair fees standardized to $17k from FY2025—aligns incentives and cash preservation .
- Company-wide clawback (Incentive Compensation Recovery Policy) and anti-hedging/pledging strengthen governance posture .
No legal or sanction disclosures pertinent to Mr. Madhavpeddi in the proxy; attendance thresholds met by all directors; independent committees oversee risk and compensation .