Thomas Kaplan
NOVAGOLD RESOURCESAbout Thomas Kaplan
Thomas S. Kaplan (age 62) is Non-Independent Director and Chairman of NovaGold (NG), serving since 2011. He is Chairman, Chief Investment Officer, and CEO of The Electrum Group, which manages Electrum Strategic Resources LP—NG’s largest shareholder—anchoring his profile with deep natural resources investing and M&A credentials. Kaplan holds BA/MA/PhD in History from Oxford University; he maintained 100% Board attendance (6/6) in FY2024 and attended the May 16, 2024 AGM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Electrum Group LLC | Chairman, CIO & CEO | 2011–present | Leads Electrum’s portfolio; Electrum is NG’s largest shareholder, providing capital alignment but creating related-party proximity . |
| Leor Exploration & Production LLC | Chairman | 2003–2007 | Sold natural gas assets to EnCana Oil & Gas USA Inc. for $2.55B (value realization history) . |
| Sunshine Silver Mines Corp. (now Gatos Silver, Inc.; acquired by First Majestic Silver Jan 2025) | Chair of the Board | Jan–Oct 2020 | Governance leadership at Electrum-affiliated precious metals asset . |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| The Electrum Group LLC | Chairman, CIO & CEO | Current | Private investment manager; manages Electrum Strategic Resources LP, NG’s largest holder . |
| Gatos Silver/SSM | Chair | Prior | Served in 2020; Gatos Silver acquired Jan 2025 . |
Board Governance
- Role: Chairman of the Board; not a member of standing committees (Audit, Compensation, Sustainability, Corporate Governance & Nominations, Engineering & Technical) .
- Independence: Non-Independent due to executive roles at Electrum, the largest NG shareholder .
- Attendance: 100% Board attendance (6/6) in FY2024; AGM attendance May 16, 2024 .
- Board context: Ten directors; lead director is independent; all key committees are fully independent; majority voting policy in place .
Fixed Compensation
| Component | Amount/Terms | FY | Notes |
|---|---|---|---|
| Cash fees earned | $136,600 | 2024 | Includes Chairman fee and meeting fees; NG pays $1,100 per meeting . |
| Stock awards (DSUs) | $42,800 | 2024 | DSUs granted quarterly; vest on retirement from the Board . |
| Option awards (fair value) | $148,512 | 2024 | Annual director option grant; time-vested; non-Canadian directors received 81,600 options in a single grant in FY2024 . |
| Total director compensation | $327,912 | 2024 | Sum of cash, DSUs, and options . |
| 2025 structure: Board retainer | $42,800 per annum (≥50% paid as DSUs) | 2025 | Policy mandates minimum DSU election; aligns long-term ownership . |
| 2025 structure: Chairman fee | $130,000 per annum | 2025 | Separate from base retainer . |
| 2025 structure: Meeting fees | $1,100 per meeting | 2025 | Applies to Board and committees . |
| 2025 structure: Committee chair fees | $17,000 per annum (Audit and all others) | 2025 | Standardized at $17,000 across chairs . |
Performance Compensation
| Instrument | Grant details | Vesting/Triggers | Performance Metrics |
|---|---|---|---|
| DSUs (director retainer conversion) | Quarterly in arrears; e.g., Kaplan total DSUs earned in FY2024: 12,677 | Payable upon retirement; track share price; no performance targets | None; DSUs mirror share price to align long-term value . |
| Director stock options | FY2024 non-Canadian director grant: 81,600 options (Kaplan) | Time vesting: 1/3 at 1st, 2nd, 3rd anniversaries; ASC 718 FV $148,512 | None; purely time-based vesting (no performance gates) . |
NG’s director program does not use performance metrics (e.g., revenue, EBITDA, TSR) for director awards; equity is time-based and retainer-linked, with ownership requirements enforced .
Other Directorships & Interlocks
| Entity | Nature | Interlock/Exposure |
|---|---|---|
| Electrum Strategic Resources LP | Largest NG shareholder (25.36%); Kaplan chairs Electrum’s parent and may be deemed to share voting/dispositive power over Electrum holdings | Strong influence; Electrum has historical right to designate a Board observer while maintaining ≥15% ownership; related-party proximity . |
| Electrum portfolio companies | Sunshine Silver (Gatos Silver)/Sinda Ltd. | Another NG director, Daniel Muñiz Quintanilla, is a director/special advisor at Electrum portfolio companies; increases network ties . |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Natural resources investing & M&A | Chair/CIO/CEO of Electrum; Leor asset sale ($2.55B) . |
| Governance leadership | Board Chair at NG; prior chair role at Sunshine Silver/Gatos Silver . |
| Capital markets strategy | Oversight via Electrum’s holdings and NG board leadership . |
| Education | BA/MA/PhD (History), Oxford University . |
Equity Ownership
| Category | Detail | Date |
|---|---|---|
| Beneficial ownership (total) | 85,190,396 shares (25.46% of class) | Mar 6, 2025 . |
| Breakdown | Includes 84,856,456 shares held by Electrum and an affiliate; Kaplan may be deemed to share voting/dispositive power via Electrum; includes 210,934 stock options exercisable within 60 days | Mar 6, 2025 . |
| Personal holdings (for guidelines) | Common shares: 11,710; DSUs: 104,748; value of holdings: $426,236; guidelines met at 332% | Nov 30, 2024 . |
| DSUs outstanding | 111,296 | Mar 6, 2025 . |
| Hedging/pledging | Prohibited by NG policy for directors; no pledges known that may result in change-of-control | Policy; disclosure . |
Director Compensation Mix and Ownership Alignment
- NG mandates director ownership equal to 3x annual retainer ($128,400), to be met within five years; Kaplan exceeds requirement (332%) .
- Compensation mix skewed toward equity (DSUs and stock options) to conserve cash and align directors with shareholders .
Independence, Attendance & Engagement
- Status: Non-Independent (Electrum affiliation) .
- Attendance: 100% Board (6/6) in FY2024; attended AGM May 16, 2024 .
- Shareholder support: 2024 election votes for Kaplan 99.01% (withheld 0.98%); say-on-pay passed with 83.72% support .
Compensation Committee & Governance Context
- Compensation Committee: independent members (Chair: Kalidas Madhavpeddi) with Mercer as independent consultant; committee met six times in FY2024 and assessed consultant independence and risk controls (no conflicts) .
- Anti-hedging/anti-pledging and incentive compensation recovery policies in place; majority voting and independent Lead Director present .
Related Party & Conflict Considerations
- Electrum stake and Kaplan’s role present potential conflicts of interest; NG discloses Electrum’s board observer rights when holdings ≥15% and notes Muñiz’s roles with Electrum portfolio companies .
- NG states no material legal proceedings and no known pledges likely to cause change-of-control; no specific related-party transactions disclosed for directors in matters to be acted upon beyond say-on-pay interest of NEOs .
RED FLAGS
- Non-Independent Board Chair with affiliation to a 25% shareholder (Electrum), plus additional Electrum-linked board ties (Muñiz) signal concentrated influence risk .
- Electrum’s right to designate a board observer while maintaining ≥15% stake enhances information access and potential influence .
Governance Assessment
- Alignment: Very high “skin-in-the-game” via Electrum (25.46%) and personal DSUs/common shares; ownership guidelines met at 332%—positive for alignment .
- Independence & influence: Chair’s non-independence and Electrum ties can constrain board independence; mitigants include independent Lead Director and fully independent key committees .
- Execution & engagement: Perfect attendance and strong shareholder support (99.01% vote-for; 83.72% say-on-pay) support investor confidence, though performance metrics are not applied to director pay (DSUs/options time-based) .
- Overall: Governance structures are robust, but concentrated ownership and chair non-independence warrant ongoing monitoring of committee autonomy and related-party oversight .