John Schaff

About John Schaff

John Schaff (age 61) is a non‑employee director of Nevada Canyon Gold Corp., appointed January 18, 2024, with 30+ years of mineral exploration experience across junior and senior mining companies . He holds a B.S. in Geology (1987) from Bemidji State University and has contributed to multiple discoveries, including Kennecott’s Gemfield/Midway/Castle (NV), Whistler Cu‑Au (AK), Rio Tinto’s Eagle Cu‑Ni (MI), Tamarack Cu‑Ni (MN), Diavik Diamond Mine (NWT, Canada), and Noranda’s Lynne VMS (WI) . He also served as Exploration Manager at Coeur Mining and was integral to the C‑Horst discovery in Nevada’s Bare Mountain district .

Past Roles

External Roles

• No other current public‑company directorships are disclosed for Schaff in NGLD’s 2025 proxy .

Board Governance

• Committee assignments (2025 proxy): Audit Committee – Member; Compensation Committee – Member; Nominating & Corporate Governance Committee – Member .
• Committee chairs: Not specified in the proxy (committee table lists “M – Member” only) .
• Independence: The proxy does not explicitly label directors as “independent”; Schaff is a non‑employee director serving on all three key committees .
• Attendance: In FY2024 the board held telephonic conferences, no formal in‑person meetings; all then‑appointed directors attended at least 100% of board teleconferences (Schaff joined Jan 18, 2024) .
• Shareholder support (2025 annual meeting): Schaff received 15,144,646 “For” and 229,159 “Withheld” votes; elected to the board; overall meeting quorum 63.81% .

Additional governance signals:

• Policy against hedging: The company states it does not currently have an anti‑hedging policy (governance red flag) .
• Say‑on‑Pay (advisory): Approved (For 14,765,215; Against 507,341; Abstain 101,249) .

Fixed Compensation

• Director cash/retainer: The proxy states the company may compensate directors through share issuances and reimburse expenses; no uniform agreements are in place; no fixed cash retainer disclosed for Schaff .
• 2024 director compensation table in the proxy lists certain directors (e.g., Robert List stock awards $164,608), but no entry for Schaff in 2024 .

Performance Compensation

Equity incentive framework (2025):

• 2025 Equity Incentive Plan: Approved by board May 5, 2025 and by shareholders June 27, 2025; provides up to 2,800,000 common shares with annual increase up to 4% at board discretion; allows options, restricted stock, stock awards, performance shares .
• Stock options grant on September 10, 2025: Company granted options to certain directors and an officer (described as “new directors and the president”) for up to 1,800,000 common shares at $0.83; 50% vested immediately, 50% vests one year later; expires September 10, 2028 . The filing does not disclose per‑director allocations by name.

Performance metrics: No performance‑based metrics disclosed for director equity; 2025 options are time‑vested (50% immediate, 50% after one year) .

Other Directorships & Interlocks

• No other public‑company boards or disclosed interlocks for Schaff in the 2025 proxy .

Expertise & Qualifications

• 30+ years in exploration with multiple discovery credits across gold, copper‑nickel, and diamonds, enhancing board technical depth relevant to NGLD’s exploration strategy .
• Former Exploration Manager at Coeur Mining, integral to discovery at C‑Horst (Bare Mountain district) .
• B.S. (Geology) 1987, Bemidji State University (MN) .

Equity Ownership

As of the 2025 proxy record date, the company’s ownership table shows no common stock reported for Schaff.

Notes on equity awards:

• 2025 options were granted to “new directors and the president” under the 2025 Plan, but the company did not break out option counts per director; vesting and terms summarized above .

Pledging/hedging:

• Company does not currently have a policy against hedging (potential misalignment risk) .

Governance Assessment

Strengths

• Deep technical exploration expertise and discovery track record directly relevant to NGLD’s strategy; service on Audit, Compensation, and Nominating & Governance enhances board‑level oversight capacity .
• Full attendance of board teleconferences in FY2024; strong shareholder support in 2025 election (15.15M For vs. 0.23M Withheld) .
• Equity plan approved and director equity awarded, aligning director compensation with shareholder outcomes through option upside .

Risks/Red flags

• No anti‑hedging policy disclosed, which can undermine alignment; best practice is to prohibit hedging/pledging for directors .
• 2025 director options vest 50% immediately, reducing retention/performance linkage; accelerated front‑loaded vesting can weaken incentives if share price underperforms post‑grant .
• Related‑party exposure at the company level (balances due to CFO and a company controlled by the CFO) highlights governance sensitivity; no such transactions are disclosed for Schaff, but overall RPT oversight remains a focus area for the board .
• The proxy does not explicitly label directors as “independent” nor disclose committee chairs, limiting transparency on board independence structure .

Say‑on‑Pay and equity plan signal

• 2025 Say‑on‑Pay and 2025 Equity Incentive Plan were approved by shareholders, suggesting general support for compensation design despite the vesting structure noted above (SOP For 14,765,215; Plan For 14,705,291) .

Appendix: Company‑Level Related‑Party Payables (Context for Conflict Oversight)