Peter Adamek
NOVAGOLD RESOURCESAbout Peter Adamek
Peter Adamek, age 49, has served as Vice President and Chief Financial Officer of NOVAGOLD since July 2024, following his hire on June 18, 2024 . He brings 20+ years in mining finance and capital markets, with prior roles at Hudbay Minerals (VP Finance; CFO, Arizona BU), RBC Capital Markets (Global Mining equity research), and KPMG (Toronto Audit) . Credentials include BASc Electrical Engineering (University of Toronto), CPA, CA, CFA, and P.Eng . Under his leadership focus areas (treasury, controls, risk), the company reported no material weaknesses or significant deficiencies in FY2024 and achieved a 112.79% company performance rating vs goals, while FY2025 Say‑on‑Pay approval was 70.65%—key signals for compensation alignment scrutiny .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hudbay Minerals Inc. | CFO, Arizona Business Unit; VP Finance | 2010–2019 (CFO ABU prior to 2019); VP Finance from 2019 | Led BU finance; advanced corporate finance/reporting and capital markets interface |
| RBC Capital Markets (Global Mining) | Equity Research | 2008–2010 | Sell-side analytics; sector coverage informing valuation and capital markets insights |
| KPMG (Toronto Audit) | Audit Associate focused on mining/manufacturing | Pre‑2008 | External audit and financial reporting rigor in mining/manufacturing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public board or external directorships disclosed for Adamek |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $400,000 | $412,000 (approved effective Jan 1, 2025) |
| Target Bonus (% of base) | 80% (Other NEOs’ standard) | 80% (unchanged) |
| Actual Bonus Paid ($) | $336,920 (paid subsequent to FY2024 year-end) | Not disclosed |
Performance Compensation
| Component | Metric | Weight | Target | Actual | Payout / Rating | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (Company goals) | Donlin Gold (aggregate) | 25% | Target set per sub-goals | Weighted 96.25% | Contributed 24.06% weighted achievement to total | Cash, annual; no vesting |
| Maintain Favorable Reputation (IR & outreach) | 25% | Target engagement thresholds | 124.00% | Contributed 31.00% | Cash, annual; no vesting | |
| ESG Culture incl. Safety & Environment | 15% | Thresholds for safety incidents/spills | 128.50% | Contributed 19.28% | Cash, annual; no vesting | |
| Manage Treasury & Streamline Structure | 5% | Budget discipline; entity wind‑downs | 109.00% | Contributed 5.45% | Cash, annual; no vesting | |
| Strategic Goal #1 | 30% | Redacted targets | 110.00% | Contributed 33.00% | Cash, annual; no vesting | |
| Annual Incentive (Individual) | Individual Rating – Adamek | — | Performance objectives | 100% | Used in formula weighting (20%) | Cash, annual; no vesting |
| Incentive Formula | ((Company rating×80%) + (Individual rating×20%)) × Incentive target × Base salary | — | Company: 112.79%; Individual: as above | — | Adamek actual payout $336,920 for FY2024 | — |
| Long-Term Incentives (LTI) | Stock Options | — | Targets set at 75th percentile TDC | Not yet granted as of proxy; new hire grant anticipated FY2025 | — | 5-year term; vests 1/3 annually over 3 years |
| Performance Share Units (PSUs) | — | 3-year performance period | None held by Adamek as of 11/30/2024 | — | Cliff vest at 3 years; double-trigger acceleration subject to performance satisfaction |
Selected metric details:
- FY2024 Internal Controls: No material weaknesses or significant deficiencies; rated 110% .
- Donlin Gold Permitting (FY2024 subgoal): Preliminary Design Packages submitted; rated 100% .
- Existing Permits litigation status: Adverse federal decision requiring narrow supplemental EIS analysis; rated 75% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common Shares Owned (#) | 3,059 |
| Ownership as % of SO | ~0.0009% (3,059 / 334,646,571 shares outstanding as of 3/6/2025) |
| PSUs (#) | 0 |
| Options | None disclosed as of 11/30/2024 |
| Value of Shares (11/30/2024) | $11,196 (NYSE American close $3.66) |
| Ownership Guidelines | 2× base salary; $800,000 requirement; 5-year compliance window from hire (by July 2029) |
| Compliance Status | 1% of requirement met as of 11/30/2024 |
| Hedging/Pledging | Prohibited for executives and directors per policy |
| Pledging Disclosure | No pledging disclosures; company notes no arrangements expected to result in change of control |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective July 25, 2024 with NovaGold USA, Inc.; CFO role since July 2024; hired June 18, 2024 |
| Term Length | Indefinite until terminated |
| Non‑Solicit | 6 months post‑termination |
| Non‑Compete | Not disclosed |
| Severance (without Just Cause) | Cash severance = 2×(current annual salary + prior fiscal year annual incentive); plus 12 months COBRA health/dental (reimbursed tax‑free or lump sum PV) and lump sum equal to company cost of group life/LTD for 12 months |
| Estimated Severance (Adamek, 11/30/2024) | Termination without Just Cause: $1,440,000 cash; $28,176 PV health/dental; no equity acceleration; total $1,468,176 |
| Change‑of‑Control (Double Trigger) | On CoC + qualifying termination within 12 months: cash severance equals the “without cause” amount; equity accelerates per plans (none for Adamek as of 11/30/2024); health/dental PV and life/LTD lump sum |
| Estimated Double‑Trigger (Adamek, 11/30/2024) | $1,440,000 cash; $28,176 PV health/dental; $7,424 life/LTD; total $1,475,601 |
| Clawback | Incentive Compensation Recovery Policy applies to annual incentive and equity awards |
| Anti‑Hedging/Pledging | Policy prohibits hedging and pledging of company stock |
Say‑on‑Pay & Shareholder Feedback
| Meeting | Say‑on‑Pay For | Against | Abstain | Turnout / Outreach |
|---|---|---|---|---|
| May 15, 2025 AGM | 70.65% (180,443,860 votes) | 28.58% (73,007,164) | 0.75% (1,939,929) | 82.41% shares represented; outreach to holders of ~89.92% of shares |
| May 16, 2024 AGM | ~83% approval for FY2023 NEO pay | — | — | — |
Compensation Peer Group (Benchmarking)
- 2025 peer group (13 companies): B2Gold Corp.; Centerra Gold Inc.; Coeur Mining Inc.; Eldorado Gold Corporation; Equinox Gold Corporation; Hecla Mining Company; IAMGOLD Corporation; MAG Silver Corporation; New Gold Inc.; OceanaGold Corp.; Seabridge Gold Inc.; SSR Mining Inc.; Torex Gold Resources Inc.
- Target positioning: Base salary and total cash at 62.5th percentile of peers; total direct compensation (incl. LTI) at 75th percentile .
Performance & Track Record
- Controls and certifications: As CFO, Adamek executed SOX 302 and 906 certifications on the Q2 and Q3 2025 10‑Qs; company reported no material weaknesses .
- Corporate actions: Signed 8‑Ks reporting voting results and material transactions; served as signatory on S‑3ASR and major Donlin JV restructuring and financing exhibits; CFO signed the 8‑K announcing completion of the $1 billion acquisition of Barrick’s 50% interest in Donlin Gold (press release exhibit) .
- FY2024 execution highlights include achieving company goals slightly above target, recruiting Adamek, promoting COO, and a discretionary 25% payout on 2021 PSUs despite minimum performance criteria not met (a governance flag) .
Compensation Structure Analysis
- Mix and at‑risk pay: Majority of NEO compensation is performance‑based (annual incentive, LTI), aligned with project milestones rather than traditional operating metrics given development stage status .
- Shift/flags: No option repricing; double‑trigger for equity vesting; discretionary PSU payout (25% of 2021 grant) despite missed minimum criteria indicates some use of discretion, meriting investor scrutiny .
- Ownership alignment: CFO guideline at 2× salary; current ownership only 1% of requirement with 5 years to comply—alignment expected to increase as tenure progresses .
Risk Indicators & Red Flags
- Say‑on‑Pay approval down to 70.65% in 2025—a lower endorsement vs. 2024 (83%), suggesting shareholder pressure on pay practices .
- Discretionary PSU payout (25% of 2021 grant) despite not meeting minimum performance criteria .
- Hedging/pledging prohibited; no delinquent Section 16(a) reports noted for Adamek in FY2025; delinquent filings were disclosed for CEO and COO only .
Equity Ownership & Insider Activity Note
- Current beneficial ownership: 5,754 shares attributed for Adamek in the beneficial ownership table footed across holdings (includes common and any exercisable derivatives within 60 days), indicating a slightly higher tally than the 3,059 “eligible share holdings” used for guideline testing .
- Form 4 and insider transaction retrieval attempted via insider‑trades skill; access failed (401). No additional insider sale/pledge data available beyond proxy disclosures [ReadFile SKILL; Bash error].
Investment Implications
- Alignment and retention: Adamek’s base salary ($412k in FY2025) and 80% bonus target are standard for peer‑aligned CFOs; his low current ownership (1% of guideline) is typical for a new hire but leaves room for stronger alignment over the 5‑year window .
- Governance signal: The 2025 Say‑on‑Pay at 70.65% and the discretionary PSU payout indicate heightened investor focus on pay‑for‑performance rigor; continued disclosure on PSU metrics and granting cadence to Adamek will be pivotal .
- Execution and controls: No material weaknesses and extensive CFO certifications support confidence in reporting quality; Adamek’s involvement in material filings and the Donlin transaction adds credibility to his execution track record .
- Trading pressure: With no options/PSUs outstanding as of 11/30/2024, near‑term insider selling pressure appears limited; future LTI grants (anticipated in FY2025) create potential vest‑related liquidity events—monitor grant size, vesting schedule, and any post‑grant Form 4 activity .
- Change‑of‑control economics: Double‑trigger cash of ~$1.44M plus benefits for Adamek (no equity acceleration as of the valuation date) is moderate; severance formula (2× salary+prior year bonus) implies predictable costs in leadership transitions .