Alan Day
About Alan Day
Alan Day is Chief Executive Officer and Chairman of Nevada Canyon Gold Corp. (NGLD), age 60, appointed to the board on November 17, 2021, and named President and CEO on May 4, 2023; he resigned the President title on March 18, 2025, remaining CEO and becoming Chairman . He holds a B.S. in Geology and a B.A. in Spanish from the University of Utah (1990) and has over 30 years of exploration/mining experience across precious metals, copper and nickel, including senior project management and environmental remediation programs . Pay-versus-performance disclosures show CEO “compensation actually paid” equaled table totals due to equity-only compensation; NGLD’s TSR on an initial $100 was $31.09 in 2024 and $366.15 in 2023, with net losses of $(3,959,385) in 2024 and $(2,654,950) in 2023, framing a high-volatility equity profile during Day’s tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mineral Exploration Services, Ltd. | Founder/Principal | 1998–present | Property acquisitions/divestitures, claim locating, geological consulting, project management for exploration and remediation programs |
External Roles
Not disclosed in the latest proxy; no external public company directorships for Alan Day were identified in the filing .
Fixed Compensation
NGLD discloses equity-heavy pay; no base salary or cash bonus for the CEO in 2023–2024. “All Other” items reflect non-specified cash/perqs.
| Year | Base salary ($) | Target bonus (%) | Actual bonus paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | — | Not disclosed | — | $40,000 | Compensation paid primarily in stock; board retains discretion |
| 2023 | — | Not disclosed | — | $91,000 | Compensation paid primarily in stock; board retains discretion |
Performance Compensation
The CEO’s compensation was equity-only in 2023–2024; no formulaic bonus plan metrics or weightings were disclosed. Pay-versus-performance indicates equity was the sole component used for the CEO and CFO.
| Year | Stock awards ($) | Option awards ($) | Non-equity incentive ($) | Compensation actually paid to CEO ($) | Vesting/structure |
|---|---|---|---|---|---|
| 2024 | $493,823 | — | — | $533,823 | Shares granted; equity-only compensation; board discretion, no metric-based plan disclosed |
| 2023 | $493,824 | — | — | $584,824 | Shares granted; equity-only compensation; board discretion, no metric-based plan disclosed |
Pay-versus-performance table (SEC-required) shows compensation actually paid equals table total because only equity was paid; TSR and net income detail below .
| Year | CEO table total ($) | CEO comp actually paid ($) | TSR value of $100 | Net income (loss) ($) |
|---|---|---|---|---|
| 2024 | $533,823 | $533,823 | $31.09 | $(3,959,385) |
| 2023 | $584,824 | $584,824 | $366.15 | $(2,654,950) |
Additional current-period equity expense recognition shows continuing stock-based compensation to the CEO and directors:
| Period | CEO/director stock-based compensation expense ($) |
|---|---|
| Q3 2025 (three months ended) | $124,130 |
| 9M 2025 (nine months ended) | $369,693 |
Equity Ownership & Alignment
| Holder | Shares beneficially owned | % of shares outstanding | Nature of ownership | Vesting/lock-up terms | Options outstanding |
|---|---|---|---|---|---|
| Alan Day (CEO, Director) | 3,000,000 | 10.9% | Direct | Subject to a 3-year lock-up and vesting agreement effective Dec 30, 2021 (equal annual installments; no sales permitted during vesting term) | None outstanding for NEOs at fiscal year-end 2025 |
- Hedging/pledging: The company does not currently have a policy against hedging, a governance red flag; pledging policy not disclosed .
- Stock ownership guidelines: Not disclosed; compliance status not disclosed .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | No formal employment agreement for executives/directors; equity compensation at individually negotiated rates at the Board’s discretion |
| Severance | Not disclosed; no specific severance multiples or “potential payments on termination” schedules identified in proxy |
| Change-of-control | Defined in the 2025 Equity Incentive Plan: merger/consolidation with voting holders receiving <50%; sale/transfer of substantially all assets; acquisition >20% of voting stock without prior board approval (Rule 13d-3) |
| Award treatment on COC | Plan includes Article X “Changes of Control or Other Fundamental Changes”; specific acceleration terms not disclosed in the cited extracts |
| Clawback/gross-ups | Not disclosed |
| Non-compete / non-solicit | Not disclosed |
Board Governance
- Roles: CEO and Chairman; dual role increases independence concerns and potential board oversight risks .
- Committee memberships: Alan Day is not listed as a member of the Audit, Compensation, or Nominating & Governance Committees; those committees are populated by other directors (List, Schaff, Miller) .
- Attendance: No formal in-person meetings in 2024; board acted via unanimous written consents/telephonic conferences; 100% attendance by then-appointed directors for telephonic sessions .
- Risk oversight: Audit Committee oversees financial/reporting risk; Compensation Committee oversees comp program risks; Board exercises direct strategic risk oversight .
- Director election and independence: Board nominees include the CEO/Chairman; independence designation not explicitly stated; hedging policy absent .
Director Compensation
Equity-based compensation is also used for directors; CEO’s director compensation is reflected via stock awards.
| Name | Year | Stock awards ($) | All other ($) | Total ($) |
|---|---|---|---|---|
| Alan Day (CEO, Director) | 2024 | $493,823 | $40,000 | $533,823 |
| Alan Day (CEO, Director) | 2023 | $493,824 | $91,000 | $584,824 |
Compensation Structure Analysis
- Shift to equity-heavy pay: CEO received no base salary or bonus in 2023–2024; compensation is equity-only, increasing alignment but potentially encouraging dilution and short-term share issuance sensitivity .
- No disclosed performance metrics: Awards are at board discretion; there is no disclosed weighting for revenue/EBITDA/TSR/ESG metrics in determining payouts .
- Award vesting: Historical director/CEO grants were subject to 3-year lock-up with equal annual vesting (Dec 30, 2021 agreement), limiting near-term selling and aligning retention over 2022–2024 .
- Options in 2025: Options granted to certain directors and the president on Sep 10, 2025 at $0.83, 50% vesting immediately and 50% one year later; none exercised during 9M 2025; NEOs (CEO, CFO) reported no outstanding options at FY-end 2025, suggesting Alan Day did not hold options then .
Related Party Transactions and Policies
- 2025 related party expenses show continued stock-based compensation to CEO/directors and consulting fees to the President/Director; amounts detailed in Q3 2025 10-Q .
- Hedging policy: Company does not currently have a policy against hedging, raising alignment concerns .
Say-on-Pay and Shareholder Feedback
- Say-on-pay approval percentages were not disclosed; the proxy notes the Compensation Committee prepared CD&A and recommended inclusion, but no vote outcomes provided .
Expertise & Qualifications
- Education: B.S. Geology and B.A. Spanish, University of Utah (1990) .
- Technical/industry: 30+ years exploration/mining experience; senior project management across exploration/mining/environmental remediation .
- Board qualifications: CEO/Chairman; risk oversight by committees separate from the CEO .
Work History & Career Trajectory
| Organization | Role | Tenure | Notable impact |
|---|---|---|---|
| NGLD | Board member (Nov 17, 2021–present); President & CEO (May 4, 2023–Mar 18, 2025); CEO & Chairman (Mar 18, 2025–present) | 2021–present | Led as CEO; transitioned to CEO/Chairman; equity-based compensation approach |
| Mineral Exploration Services, Ltd. | Founder/Principal | 1998–present | Transactional/exploration services; geological consulting; project management |
Equity Ownership & Pay Trend Tables
| Year | CEO stock awards ($) | CEO “All Other” ($) | CEO total ($) |
|---|---|---|---|
| 2024 | $493,823 | $40,000 | $533,823 |
| 2023 | $493,824 | $91,000 | $584,824 |
| Beneficial owner | Shares | % of class | Vesting/lock-up disclosure |
|---|---|---|---|
| Alan Day | 3,000,000 | 10.9% | Three-year lock-up with equal annual vesting starting Dec 30, 2021; no sales during vesting term |
| Pay vs performance | 2023 | 2024 |
|---|---|---|
| CEO compensation actually paid ($) | $584,824 | $533,823 |
| TSR (value of $100) | $366.15 | $31.09 |
| Net income (loss) ($) | $(2,654,950) | $(3,959,385) |
Investment Implications
- Alignment: Equity-only compensation and significant personal ownership (10.9%) align Day with shareholders; however, absence of a hedging policy and lack of formal ownership guidelines are governance red flags that can dilute alignment quality .
- Retention and selling pressure: Historical 3-year lock-up (Dec 2021–Dec 2024) reduced near-term selling; as vesting completed, watch Form 4s for sales given equity-weighted pay and no anti-hedging policy . CEO had no outstanding options at FY-end 2025; short-term option exercise pressure appears limited for Day specifically .
- Performance linkage: No disclosed metric-based incentives (revenue/EBITDA/TSR weightings); equity at board discretion introduces pay-for-performance risk and potential dilution without explicit hurdles .
- Governance risk: Dual CEO/Chairman role and non-membership on oversight committees heighten independence concerns; oversight is mitigated by committees composed of other directors, but structure remains a risk factor for some investors .
- Trading signals: TSR volatility and equity-heavy compensation warrant monitoring of insider activity and capital raises; the 2025 Equity Incentive Plan allows multiple award types and an annual share increase, which could amplify dilution risk in weak markets .