Kevin McArthur
NOVAGOLD RESOURCESAbout Kevin McArthur
Kevin McArthur, age 70, is an independent director of NOVAGOLD (NG) since May 2022. He holds a Mining Engineering degree from the University of Nevada (1979) and brings over 40 years of mining operations, corporate development, and executive leadership, including CEO roles at Goldcorp (2006–2008), Glamis Gold (1999–2006), and Tahoe Resources (CEO 2009–2015; Executive Chair 2015–2019) . The Board cites his expertise in mine development and operations, corporate leadership, business development, corporate governance, human resources, and compensation as core credentials for his service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldcorp Inc. | Chief Executive Officer | 2006–2008 | Led major mining company operations |
| Glamis Gold Ltd. | Chief Executive Officer | 1999–2006 | Oversaw mine operations and development |
| Tahoe Resources Inc. | Chief Executive Officer; Executive Chair | CEO 2009–2015; Exec Chair 2015–2019 | Senior executive leadership |
| Pan American Silver Corporation | Non-executive Director | 2019–2020 | Board service |
| Boart Longyear Limited | Non-executive Chair | 2019–2021 | Board leadership |
| BP Minerals; Homestake Mining Company | Operations/Project Development | Early career | Mine operations and project development |
External Roles
| Organization | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| First Quantum Minerals Ltd. | TSX: FM | Director | Current public company board |
| Royal Gold, Inc. | NASDAQ: RGLD | Director | Current public company board |
Board Governance
- Independence: Independent director; eight of ten nominees are independent; all key committees (Audit, Compensation, Corporate Governance & Nominations) are composed exclusively of independent directors .
- Committee assignments: Chair, Engineering & Technical Committee (E&T C); Member, Corporate Governance & Nominations Committee (CGN) .
- Attendance: Overall attendance 93%; Board 6/6, Engineering & Technical 3/4, Governance & Nominations 4/4 (FY2024) .
- Election support: 98.72% votes in favor at the 2024 AGM .
- Board service limits: Policy permits non-CEO directors to serve on up to four public company boards in addition to NG; all directors in compliance .
| Committee | Membership | Chair Role | FY2024 Meeting Attendance |
|---|---|---|---|
| Board of Directors | Director (Independent) | — | 6/6 |
| Engineering & Technical (E&T) | Member | Chair | 3/4 |
| Corporate Governance & Nominations (CGN) | Member | — | 4/4 |
| Audit Committee (AC) | Not a member | — | — |
| Compensation Committee (CC) | Not a member | — | — |
Fixed Compensation
- FY2024 actual compensation mix (non-executive director): cash fees, DSUs (stock awards), and stock options .
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $53,300 |
| Stock Awards (DSUs, grant-date fair value) | $21,400 |
| Option Awards (ASC 718 grant-date fair value) | $148,512 |
| All Other Compensation | — |
| Total | $223,212 |
- FY2025 director compensation structure (policy): Annual retainer $42,800; Meeting fee $1,100 per meeting; Committee chair fees $17,000 (Audit and all other committees); Chairman $130,000; Lead Director $19,000; at least 50% of annual retainer paid in DSUs .
Performance Compensation
- DSUs: Directors elect 50–100% of annual retainer in DSUs; DSUs vest upon retirement; granted quarterly in arrears; aligns pay with long-term share price performance .
- Options: Annual stock option grants; Dec 1, 2023 grant vests 1/3 annually on first, second, and third anniversaries .
| DSUs Earned in Fiscal 2024 | Q1 | Q2 | Q3 | Q4 | Total |
|---|---|---|---|---|---|
| Value (USD) | $8,144 | $5,000 | $4,597 | $5,457 | $23,198 |
| DSUs (#) | 2,225 | 1,366 | 1,256 | 1,491 | 6,338 |
| Stock Option Grants (Outstanding) | Number of Options | Exercise Price | Grant Date | Expiration | Vesting |
|---|---|---|---|---|---|
| 2022 annual grant | 100,000 | $5.72 | 19-May-2022 | 18-May-2027 | Time-based; prior grants vest annually |
| 2022 year-end grant | 59,300 | $5.77 | 01-Dec-2022 | 30-Nov-2026 | Time-based; vest schedule by plan |
| 2023 annual grant | 81,600 | $4.20 | 01-Dec-2023 | 30-Nov-2028 | 1/3 per year for 3 years |
As of Nov 30, 2024, these options had no in-the-money value based on $3.66 share price (NYSE American) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Notes |
|---|---|---|
| First Quantum Minerals Ltd. (TSX: FM) | Director | Mining industry peer; NG’s ethics policy governs conflicts and recusals |
| Royal Gold, Inc. (NASDAQ: RGLD) | Director | Precious metals royalty company; conflicts addressed via Board policy |
- Conflict oversight: NG’s Ethics Code requires disclosure, recusal from discussion/votes, and Audit Committee review of material related party transactions; none reported since Dec 1, 2023 .
Expertise & Qualifications
- Areas of expertise: mine development and operations; corporate leadership; business development; corporate governance; human resources and compensation .
- Board skill matrix indicates broad experience in CEO/Senior Executive roles, finance/M&A/capital allocation, risk management, and corporate governance; age 70; tenure 3 years .
Equity Ownership
- Share ownership guidelines: Directors must hold at least $128,400 (3× annual retainer) worth of NG stock/DSUs within five years of joining; hedging and pledging prohibited; no sales permitted before meeting guideline except for option-tax coverage; deadline for McArthur: May 18, 2027 .
- Compliance status (as of Nov 30, 2024): 33% of requirement met; Eligible holdings are DSUs only (no common shares) .
| Holdings (as of Nov 30, 2024) | Amount |
|---|---|
| Common Shares (#) | Nil |
| DSUs (#) | 11,629 |
| Market/Payout Value of Unvested DSUs | $42,562 |
| Share Ownership Requirement | $128,000 (row value) |
| Proportion of Requirement Met | 33% |
| Deadline to Meet Guideline | May 18, 2027 |
- DSUs outstanding (as of Mar 6, 2025): 14,903 units for McArthur; Directors as a group hold 307,552 DSUs (0.09% of shares outstanding) .
- Anti-hedging/anti-pledging: Prohibited for directors and employees by policy .
Governance Assessment
- Board effectiveness: Independent director with relevant technical and CEO experience; chairs Engineering & Technical Committee; strong committee engagement (93% overall attendance; perfect attendance on CGN; minor shortfall on E&T) .
- Ownership alignment: Actively accumulating DSUs but currently below the stock ownership guideline (33% met as of Nov 30, 2024); deadline extends to May 2027; DSUs vest on retirement, aligning interests with long-term performance .
- Compensation mix: Meaningful equity-at-risk through DSUs and options; option grants are time-based (not performance-based), common for directors; largest portion of director compensation is equity to align with shareholders and conserve cash .
- Other roles and potential conflicts: Active on two external public boards (First Quantum; Royal Gold), within NG’s Board Service Policy limits; NG’s Ethics Code and Audit Committee oversight mitigate related-party/conflict risks; no related person transactions disclosed since Dec 1, 2023 .
- Investor confidence signals: High re-election support (98.72% in 2024); independent status; robust anti-hedging/anti-pledging and clawback governance policies (clawback applies to NEOs) .
RED FLAGS / Watch Items
- Share ownership guideline under-compliance (33% vs. $128,000/$128,400 requirement) pending deadline in 2027; monitor progress toward guideline for alignment .
- Slight committee attendance gap (E&T 3/4), though overall attendance is strong at 93% .
Policies: No hedging or pledging of NG stock; related-party transactions require Audit Committee review; none reported in the most recent period .