Richard Williams
NOVAGOLD RESOURCESAbout Richard Williams
Richard Williams is Vice President and Chief Operating Officer (COO) of NOVAGOLD since January 2024, after serving as Vice President, Engineering and Development since April 2013 . He is 64, holds a B.S. in Chemical Engineering from Trinity University (San Antonio), and is a member of AIME and CIM; he spent 30+ years at Barrick Gold, including seven years as Project Director at Pueblo Viejo and senior roles at Goldstrike and Mercur focused on autoclave processing and large-scale plant design/operations . NOVAGOLD is a development-stage company; pay-versus-performance disclosure shows 2024 TSR of C$39.13 for an initial fixed C$100 investment and net loss of $45.6 million with $12.6 million net cash used in operations, underlining progress metrics tied to permitting, engineering, ESG, and treasury management rather than revenue/EBITDA outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barrick Gold | Project Director, Pueblo Viejo | ~7 years | Led design, construction, and commissioning for complex autoclave metallurgy; capstone of 30+ years at Barrick . |
| Barrick Gold | Senior operating roles (Goldstrike, Mercur) | Various | Designed and operated major mineral processing facilities; deep autoclave technology expertise aligned to Donlin Gold flow sheet . |
| NOVAGOLD | VP, Engineering & Development | 2013–2023 | Advanced Donlin engineering, permitting defense, pilot plant metallurgical work; elevated to COO in 2024 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Constantine Metal Resources Ltd. | Non‑Executive Director | 2018–2022 | Board oversight for exploration-stage asset; added external governance experience . |
| AIME; CIM | Professional membership | Ongoing | Technical network, standards and knowledge base in mining/metallurgy . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $428,467 | $447,500 (3% increase) | 2024 base paid vs approved 2025 base. |
| Target Bonus (% of base) | 80% | 80% | Other NEOs’ target applies to COO. |
| Actual Bonus Paid ($) | $583,082 | — | Paid post FY24 based on Company/individual ratings. |
| Stock Awards ($) | $446,141 | — | Grant-date fair value (ASC 718). |
| Option Awards ($) | $452,634 | — | Grant-date fair value (ASC 718). |
| Perquisites (itemized) ($) | $17,188 401(k); $10,712 ESPP; $1,222 life insurance | — | CEO-level auto allowance does not apply to COO . |
Performance Compensation
Company incentives are driven by Donlin Gold advancement, reputation/shareholder engagement, ESG/safety, treasury/internal controls, and strategic initiatives; 2024 Company achievement was 112.79% and Williams’ individual rating was 135% .
| Metric | Weight | Target | Actual | Rating | Payout/Vesting |
|---|---|---|---|---|---|
| Advance Donlin Gold: Permits & Approvals | 25% category; sub-25% | Submit AK Dam Safety preliminary packages; trust fund MOU; CIRI pipeline ROW lease | 5 prelim packages submitted; state review; trust fund steps complete; CIRI lease near completion | 100% | Annual cash bonus; PSUs are separate with 3‑yr cliffs . |
| Advance Donlin Gold: Existing Permits | 25% category; sub-25% | No adverse decisions; uphold 401 certification | No adverse state decisions; federal ruling requires supplemental EIS tailings analysis; outreach ongoing | 75% | Annual cash bonus . |
| Donlin Engineering Studies | 25% category | Complete pilot plant; mine planning RFP; pit design | MetSim update; infrastructure review; water balance into GoldSim; RFPs issued | 100% | Annual cash bonus . |
| Donlin Resource Model | 25% category | Complete DG24 geological/resource model | DG24 completed by independent consultant | 110% | Annual cash bonus . |
| IR Program & Outreach | 25% cat; sub-80% | Engage 80% of top 20 holders; maintain ≥14; add ≥3 >0.5M | Engaged 75%; maintained 16/20; attracted two >0.75M; aggregate adds >28M shares across top holders | 125% | Annual cash bonus . |
| Shareholder Engagement (Say‑on‑Pay/Turnout) | 25% cat; sub-20% | 70% turnout; ≥80% support per proposal | 80.87% turnout; Say-on-Pay 83.72% approval despite ISS negative; others >85% | 120% | Annual cash bonus . |
| ESG: Y‑K Region Support | 15% cat; sub-30% | 2 SVS; 3 projects | 3 SVS; 7 projects; no increase in opposition | 135% | Annual cash bonus . |
| ESG: Comms with Calista/TKC | 15% cat; sub-20% | 4 seminars; 2 public engagements | 8 seminars; 3 public engagements | 150% | Annual cash bonus . |
| Safety | 15% cat; sub-15% | No LTI; ≤5 high‑potential incidents; MIR 1.5–2.5 | No incidents; MIR 0.0 | 100% | Annual cash bonus . |
| Environmental: Spills/Compliance | 15% cat; sub-15% | No spills to streams; ≤2 land spills >10 gallons; no citations | No incidents | 100% | Annual cash bonus . |
| Environmental: Fisheries | 15% cat; sub-15% | Reconnect Snow Gulch; show fish use; 1 local fisheries project | Reconnected; salmon observed Q3; George River pilot project | 150% | Annual cash bonus . |
| Sustainability Report (GRI) | 5% | Issue report aligned to GRI | Issued Apr 2024 | 110% | Annual cash bonus . |
| Budget/Controls | 5% cat | On budget; no material weaknesses | >5% under budget; no weaknesses/deficiencies | 110%/110% | Annual cash bonus . |
| Strategic Goal #1 | 30% | Redacted | Redacted; achieved | 110% | Annual cash bonus . |
Williams’ 2024 individual highlights included leadership on DG24 resource model, pilot plant/metallurgical work, and Donlin board oversight across permitting, engineering, and community relations (individual rating 135%) .
Equity Incentive Grants, Vesting, and Realization
| Instrument | Grant Date | Quantity/Terms | Vesting/Expiration | Notes |
|---|---|---|---|---|
| PSUs (annual) | 12/1/2023 | Target 107,800; Max 161,700 | 3-year cliff to 11/30/2026; payout on/after 12/1/2026 | Monte Carlo grant FV $4.20; max 150% of target . |
| Stock Options | 12/1/2023 | 248,700 @ $4.20 | 1/3 vest annually over 3 years; expire 11/30/2028 | 5‑year option term; nonqualified; double-trigger CIC acceleration . |
| Retention PSUs (special) | 12/15/2022 | Maturity 6/30/2024 if employed | Vested 100% at 6/30/2024 | Paid 31,000 shares on 7/1/2024; realized value $107,260 . |
| Cash Retention | 12/15/2022 | $175,000 | Paid July 2024 | One-time award . |
| PSUs (12/1/2021) | Matured 11/30/2024 | Did not meet minimum performance | Discretionary payout of 25% in Dec 2024 | 2021 PSU segment paid at 25% across participants . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common Shares held (11/30/2024) | 433,379; value $1,586,167 at $3.66 close . |
| PSUs outstanding | 217,200 shown with NEO share ownership table; PSU plan totals: Williams 168,100 outstanding company-wide as of 3/6/2025 (plan roster); NEO table shows 217,200 PSU figures associated with holdings reporting context . |
| Beneficial ownership (SEC) | 963,349 including 517,834 options exercisable within 60 days; <1% of shares outstanding . |
| Options (status) | Multiple tranches with strikes $6.96, $9.96, $6.75, $5.77, $4.20; all out-of-the-money at $3.66 11/30/2024 close; in‑the‑money value “—” across lines . |
| Ownership Guidelines | 2× base salary requirement; Williams at 183% compliance as of 11/30/2024 . |
| Hedging/Pledging | Prohibited for directors/employees; no pledges disclosed; anti‑pledging/hedging policy . |
| Section 16 reporting | One delinquent Form 4 for PSU vesting filed 12/11/2024 (shares authorized on 12/4/2024) . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment agreement dated 1/8/2013 (NovaGold USA, Inc.); COO since Jan 2024 . |
| Term/Auto-renewal | Continues indefinitely unless terminated . |
| Severance (without cause or company breach) | 2× (annual salary + prior year annual incentive) cash; 12 months COBRA health/dental reimbursement; lump-sum equal to cost of 12 months group life/LTD . |
| Change-of-Control (double trigger) | Same 2× (salary + prior year incentive) cash; COBRA reimburse; group life/LTD; accelerated vesting under Stock Award Plan and PSU Plan subject to performance conditions . |
| Non-solicitation | 6 months post-termination . |
| Non-compete/Garden leave | Not disclosed; no garden leave; no non-compete stated . |
| Clawback | Incentive Compensation Recovery Policy for restatements or detrimental conduct . |
| Tax gross-ups | None; company prohibits tax gross-ups; disclosure emphasizes shareholder-friendly practices . |
Estimated Termination/CIC Economics (as of 11/30/2024)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Health/Dental PV ($) | Life/LTD PV ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/ cause or resignation | — | — | — | — | — |
| Termination without cause / company breach | 1,685,164 | — | 28,339 | — | 1,713,503 |
| Death/Disability | 434,500 | — | — | — | 434,500 |
| Double‑Trigger CIC | 1,685,164 | 794,952 | 28,339 | 9,797 | 2,518,252 |
Compensation Structure Context
- Philosophy: Pay above median (62.5th percentile base and total cash; 75th percentile total direct) to attract senior-company talent for Donlin’s scale/complexity .
- Peer Groups: 2024 peer set and 2025 updates (remove Alamos/PAAS; add Eldorado); TSR/size benchmarks provided for selection rationale .
- Consultant: Mercer engaged by independent Compensation Committee; no conflicts; Marsh brokerage fees disclosed; governance and burn-rate transparency maintained .
- Anti-risk practices: No option repricing; double-trigger CIC; anti-hedging/pledging; clawbacks; rigorous goal-setting .
Equity Ownership & Alignment (Detail)
| Component | FY 2024 | Notes |
|---|---|---|
| Options – Exercisable | 120,000 @ $6.96 (exp. 11/30/2024); 87,700 @ $9.96 (11/30/2025); 88,067 @ $6.75 (11/30/2026); 47,567 @ $5.77 (11/30/2027) | In‑the‑money value “—” (stock $3.66 at 11/30/2024) . |
| Options – Unexercisable | 44,033 @ $6.75 (11/30/2026); 95,133 @ $5.77 (11/30/2027); 248,700 @ $4.20 (11/30/2028) | 3‑year graded vesting . |
| PSUs – Unvested | 49,100 (FY2022 performance period ended 11/30/2024); 60,300 (FY2025 end 11/30/2025); 107,800 (FY2026 end 11/30/2026) | 2021 PSU paid at 25% discretionary; 2022 PSU paid at 25% discretionary total across plan; payout caveats noted . |
| Share Ownership Guideline | 2× salary; met at 183% (common shares only) | PSUs exclude from guideline calculation . |
Say‑on‑Pay & Shareholder Feedback
- 2024 AGM turnout 80.87%; Say‑on‑Pay approval 83.72% despite ISS negative recommendation; other proposals >85% approval .
- Ongoing outreach to top holders and broad engagement program; Board committees meet in executive session without management to ensure independent governance .
Performance & Track Record
- Donlin advancement: DG24 resource model completed by independent consultant; pilot plant metallurgical program advanced; permit retention including extensions and litigation defense coordination with Calista/TKC and federal agencies .
- ESG execution: Expanded shared values statements to 18 villages; fisheries pilot with Napaimute; waste backhaul program removed ~140,000 lbs in 2024 (803,000 lbs since 2018) .
- Treasury/controls: FY2024 under budget >5% excluding payroll; no material weaknesses or significant deficiencies .
Board Governance (for context)
- Independent Compensation Committee (Chair: Kalidas Madhavpeddi) with Mercer support; double-trigger CIC policy in option/PSU plans; anti-hedging/pledging; clawbacks; lead independent director structure .
Investment Implications
- Alignment: Williams exceeds ownership guideline (183%), with options largely out-of-the-money at FY-end, reducing near‑term selling pressure; PSU structures and anti-hedging/pledging policies reinforce long‑term alignment to Donlin milestones .
- Retention: 2022 special retention PSU and $175k cash award already matured/paid, and CIC terms provide 2× salary+bonus plus equity acceleration—adequate retention economics without single-trigger windfalls .
- Pay-for-performance: Bonus outcomes map to Donlin permitting/engineering/ESG and investor relations over traditional mining P&L metrics, focusing on value creation through derisking; sustained progress on resource model, pilot plant, and permit defense supports future FID optionality .
- Risk flags: One delinquent Form 4 tied to PSU vesting (admin timing), no related-party transactions, no legal proceedings, and no option repricing; governance posture mitigates compensation-related risk .
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