Jeffrey Cocks
About Jeffrey Cocks
Jeffrey Cocks (age 62) is Chief Financial Officer, Secretary and Director of Nevada Canyon Gold Corp. (NGLD), having served since February 28, 2014; he also served as Chairman until March 18, 2025, when he stepped down from that role to be appointed full‑time CFO while remaining on the Board . He has over 25 years of experience in consulting, sales/marketing, product development/branding and corporate compliance; he is Chairman/CEO of West Isle Ventures, Ltd. (since 1996) and serves on the board and audit committee of Carson River Ventures Corp.; he holds a certificate from Simon Frasier University’s securities program . Under his tenure, NGLD reported net losses and high stock volatility: the proxy’s pay‑versus‑performance table shows the value of an initial $100 investment fell to $31.09 in 2024 from $366.15 in 2023, alongside reported net income (loss) of $(3,959,385) in 2024 and $(2,654,950) in 2023 . Compensation to Cocks has been equity‑only in recent years ($330,039 stock awards in both 2023 and 2024), aligning him with shareholders but also creating selling‑pressure risk given the expiry of a three‑year lock‑up in March 2025 on a large portion of his holdings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nevada Canyon Gold Corp. | Chairman | 2014 – Mar 18, 2025 | Led Board during formative growth and royalty/streaming strategy; transitioned to focus solely on CFO role in 2025 . |
| Nevada Canyon Gold Corp. | Chief Financial Officer; Secretary; Director | Feb 28, 2014 – present | Finance leadership, SEC compliance, governance as a director; principal accounting officer certifications filed with 2024 Form 10‑K . |
| West Isle Ventures, Ltd. | Chairman & CEO | Aug 1996 – present | Consulting services to start‑ups/companies; oversight of accounting/compliance/finance . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Carson River Ventures Corp. (CSE) | Director; Audit Committee member | Not disclosed – present | Public company directorship with audit oversight responsibilities . |
| West Isle Ventures, Ltd. | Chairman & CEO | Aug 1996 – present | Canadian consulting company leadership . |
Fixed Compensation
- The proxy discloses no base salary or cash bonus for Cocks in 2023–2024; compensation was reported as stock awards only .
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | — | — |
| Cash Bonus | — | — |
Note: “—” indicates no amount reported in the Summary Compensation Table .
Performance Compensation
- Reported equity compensation: stock awards of $330,039 in both 2023 and 2024; no option awards or non‑equity incentive payouts reported .
| Equity Incentive | 2023 | 2024 | Metric linkage | Vesting |
|---|---|---|---|---|
| Stock Awards (fair value) | $330,039 | $330,039 | No specific performance metrics disclosed for NEO awards . | Not specified for 2023–2024 grants; separate director share grant from 2021 subject to 3‑year vest/lock‑up (see below) . |
- 2025 Equity Incentive Plan (subject to shareholder approval) permits Restricted Stock, Options, and Performance Shares, with performance goals set by the Administrator; it provides automatic single‑trigger vesting on Change of Control and subjects awards to clawback; it also allows option repricing without shareholder approval, a governance red flag .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 3,000,000 common shares; 10.9% of outstanding as of April 23, 2025 . |
| Ownership structure | Includes 2,005,000 shares held in 071663 BC Ltd., a company managed by Cocks . |
| Lock‑up/vesting | The 2,005,000 and certain other director shares were subject to a three‑year lock‑up and vesting agreement (equal annual installments), tied to shares issued December 30, 2021; lock‑up agreements were entered March 18, 2022 and contemplated a three‑year term (expired March 18, 2025) . |
| Vested vs. unvested | Not broken out in the proxy; “Outstanding Equity Awards at Fiscal Year End”: None reported . |
| Hedging/pledging | Company states it does not currently have a policy against hedging; no pledging disclosure noted. The 2025 plan states awards are subject to company trading, hedging, and pledging policies (if adopted) . |
| Ownership guidelines | Director/executive stock ownership guidelines not disclosed . |
Implication: The expiry of the three‑year lock‑up in March 2025 may increase insider liquidity and potential selling pressure; absence of an anti‑hedging policy weakens alignment safeguards .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | The company reports no formal employment agreements with executives/directors other than a consulting agreement for the VP of Operations; executives/directors are compensated in shares at Board discretion . |
| Severance/change‑of‑control | No executive‑specific severance disclosed. The proposed 2025 Equity Incentive Plan provides automatic single‑trigger acceleration of stock options, restricted stock and performance shares upon a Change of Control unless otherwise specified . |
| Clawback | Awards under the 2025 plan are subject to the company’s recoupment policies, including those required by law/stock exchange rules . |
| Non‑compete / non‑solicit | Not disclosed . |
Board Governance
- Board service and roles: Cocks is a Director; he resigned as Chairman on March 18, 2025 and remains full‑time CFO and Director. The Chairman role is now held by CEO Alan Day (combination of CEO and Chair) .
- Committee assignments: Current committee membership lists show Cocks is not on Audit, Compensation, or Nominating & Governance; committees comprised of List (Member), Schaff (Member), Miller (Member) .
- Meetings/attendance: In FY2024 the Board held no formal in‑person meetings; all material decisions were via unanimous written consent, and all directors attended 100% of telephonic conferences .
- Hedging policy: “The Company does not currently have a policy against hedging” .
Dual‑role implications: Cocks’ prior combination of Chairman and CFO (until March 18, 2025) concentrated authority; while he no longer chairs the Board, the CEO also serves as Chairman, which may raise independence concerns; committee structures exclude management, which partially mitigates risk .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Value of initial $100 investment (TSR proxy measure) | $366.15 | $31.09 |
| Net Income (Loss) (per proxy table) | $(2,654,950) | $(3,959,385) |
Context: The 10‑K reports a 2024 net loss of $3,561,710 and no revenues, reflecting an exploration/royalty‑building model and elevated investor awareness/marketing spend; working capital remained $6.23m at year‑end 2024, providing liquidity for 2025 programs . The compensation committee notes that “only equity was paid” to the CEO and NEO in the relevant years, aligning reported “Compensation Actually Paid” with the Summary Compensation Table .
Related Party Transactions
| Counterparty | Nature | Amount/Terms |
|---|---|---|
| Jeffrey Cocks (Board/CFO) | Amounts due to member of the Board and CFO | $100,000 payable at Dec 31, 2024 . |
| Company controlled by Jeffrey Cocks | Amounts due | $360,000 payable at Dec 31, 2024 . |
| Stock‑based comp | Director stock‑based comp incurred to director and CFO | $330,039 for 2024 (also $330,039 in 2023) . |
Disclosure also highlights numerous related‑party arrangements for other executives/directors (e.g., leases/royalties with entities managed by the CEO), underscoring governance and independence risks to monitor .
Say‑on‑Pay & Shareholder Feedback
- 2025 proxy includes the company’s first advisory Say‑on‑Pay vote; there is no prior vote history to benchmark .
- Compensation philosophy emphasizes competition among peers and accountability for company/individual performance, but specific metrics and weightings for NEOs were not disclosed for 2024 .
Compensation Structure Analysis
- Equity‑heavy, cash‑light mix: Cocks received equity awards only in 2023–2024 ($330,039 each year), reducing cash burn but potentially decoupling payout from near‑term performance given lack of disclosed metrics and negative TSR in 2024 .
- Shift to formal plan framework: The proposed 2025 Equity Incentive Plan introduces Performance Shares and codified vesting/governance; however, it features single‑trigger change‑of‑control acceleration and permits option repricing without shareholder approval—both shareholder‑unfriendly .
- Lock‑up expiry: The three‑year lock‑up/vesting on 2021 director shares expired around March 18, 2025, potentially increasing insider selling pressure in 2025 .
- Policy gaps: No anti‑hedging policy; ownership guidelines not disclosed .
Investment Implications
- Alignment vs. Liquidity Overhang: A sizable stake (10.9%) indicates real skin‑in‑the‑game, but expiration of a three‑year lock‑up in March 2025 and absence of anti‑hedging policy raise near‑term selling/hedging risk; monitor Form 4 activity and trading windows .
- Governance Risk/Reward: The CEO‑Chair combination and related‑party balances (including amounts due to the CFO and his controlled entity) warrant scrutiny; on the positive side, management equity exposure and committee separation can help mitigate agency risk if supported by robust policies (e.g., adopting anti‑hedging/ownership guidelines) .
- Pay‑for‑Performance Optics: Equity‑only pay amid 2024 TSR drawdown and continued net losses may attract investor focus; the 2025 plan’s single‑trigger acceleration and repricing authority are red flags—engagement could prioritize adding double‑trigger provisions, prohibiting repricing without shareholder approval, and adopting ownership and anti‑hedging policies .
- Execution Focus: With liquidity on hand as of year‑end 2024 and an asset/royalty pipeline, the key lever for value creation is delivery of exploration/royalty milestones and capital discipline; compensation metrics tied to objective value drivers (e.g., royalty cash flow milestones, disciplined capital deployment) would strengthen alignment going forward .