Lisa Doddridge
About Lisa Doddridge
Lisa Doddridge, age 53, was appointed President and a Director of Nevada Canyon Gold Corp. effective March 18, 2025; she holds an Honours Bachelor of Commerce from the University of Guelph and brings 20+ years of mining-industry experience leading investor relations and strategic communications for Iamgold, Kinross, Yamana, and First Quantum Minerals, with involvement in multibillion-dollar M&A, debt, and equity transactions . As context for incentive alignment, Nevada Canyon had no revenues in 2023–2024 and reported a 2024 net loss of $3.56M; the company’s pay-versus-performance disclosure shows 2024 TSR value of $31.09 from a $100 investment (Dec 30, 2023 to Dec 31, 2024), highlighting the operating stage and equity sensitivity of compensation outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Iamgold | Investor relations/communications leadership | Not disclosed | Led IR and communications; involved in multibillion-dollar M&A, debt and equity transactions |
| Kinross | Investor relations/communications leadership | Not disclosed | Led IR and communications; involved in multibillion-dollar M&A, debt and equity transactions |
| Yamana | Investor relations/communications leadership | Not disclosed | Led IR and communications; involved in multibillion-dollar M&A, debt and equity transactions |
| First Quantum Minerals | Investor relations/communications leadership | Not disclosed | Led IR and communications; involved in multibillion-dollar M&A, debt and equity transactions |
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base salary | Not disclosed for Ms. Doddridge | (No figure in proxy; executives generally lack formal employment agreements) |
| Target bonus % | Not disclosed | |
| Actual bonus paid | Not disclosed | |
| Director pay framework | Directors may be compensated in shares; expenses reimbursed; no formal uniform agreements |
Performance Compensation
| Plan Feature | Terms | Source |
|---|---|---|
| Award types | Stock Options, Restricted Stock, Stock Awards, Performance Shares | |
| Restricted Stock | Transfer-restricted; forfeiture on termination unless exceptions (death, disability, retirement) via Administrator waiver | |
| Performance Shares | Based on defined performance objectives; may settle in stock/cash; discretionary pro‑rata payout upon certain terminations | |
| Minimum vesting | No blanket one-year minimum; vesting set per award agreement; some disclosures reference potential minimums/Administrator discretion | |
| Change‑in‑Control (CIC) | Unless otherwise provided in award agreements: options fully exercisable; restricted stock vest immediately; performance shares deemed earned at 100% target with pro‑rata payout; awards not assumed by acquiror vest/pay out—single-trigger acceleration by default | |
| Clawback | Awards subject to recoupment under company clawback policies and applicable law (Dodd-Frank §954) | |
| Hedging/pledging policy | Awards subject to company trading, hedging, and pledging policies; note: company currently discloses no anti-hedging policy | |
| Plan capacity | Initial 2,800,000 shares; potential annual increases up to 4% of prior year outstanding shares (2025–2031) at Administrator’s discretion | |
| Amendments | Board may amend/terminate subject to limitations; shareholder approval required for material changes; participant rights protected |
Equity Ownership & Alignment
| Owner | Shares Beneficially Owned | Ownership % | Vested vs Unvested | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|---|
| Lisa Doddridge | 0 | 0% | Not disclosed | Not disclosed | Not disclosed |
| Notes | As of the proxy’s security ownership table, Ms. Doddridge held no shares; executives historically compensated in equity at board discretion without formal employment agreements |
Additional alignment considerations:
- Policy against hedging: The Company states it does not currently have a policy against hedging, which can weaken alignment if executives hedge exposure .
- Ownership guidelines: Not disclosed; compliance status not disclosed .
Employment Terms
| Item | Detail | Source |
|---|---|---|
| Appointment date | March 18, 2025 (President and Director) | |
| Contract term | No formal employment agreement disclosed for Ms. Doddridge; executives generally compensated in shares at individually negotiated rates | |
| Severance | Not disclosed | |
| CIC severance | Not disclosed; equity awards (if granted) default to single‑trigger acceleration per plan unless award agreement states otherwise | |
| Clawback | Equity awards subject to company clawback policies and applicable law | |
| Non‑compete / Non‑solicit | Not disclosed | |
| Garden leave / Post‑termination consulting | Not disclosed |
Board Governance
- Board service: Appointed as Director March 18, 2025 .
- Committee roles: The audit, compensation, and nominating/governance committees list members Robert F. List, John Schaff, and Smith Miller; Ms. Doddridge is not listed as a member or chair of these committees .
- Board meeting attendance: In 2024, the Board held no formal in-person meetings; decisions via unanimous written consent; all then‑appointed directors attended 100% of telephonic conferences .
- Dual-role implications: CEO Alan Day serves as Chairman, combining top executive and board leadership roles; CFO Jeffrey Cocks also serves as a Director—both factors can reduce board independence and elevate governance risk .
Director Compensation (Company context; Lisa appointed in 2025)
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Nonqualified Deferred ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Jeffrey Cocks (CFO and Director) | 2024 | - | - | 330,039 | - | - | - | - | 330,039 |
| Jeffrey Cocks (CFO and Director) | 2023 | - | - | 330,039 | - | - | - | - | 330,039 |
| Alan Day (CEO and Director) | 2024 | - | - | 493,823 | - | - | - | 40,000 | 533,823 |
| Alan Day (CEO and Director) | 2023 | - | - | 493,824 | - | - | - | 91,000 | 584,824 |
| Robert F. List (Director) | 2024 | - | - | 164,608 | - | - | - | - | 164,608 |
| Robert F. List (Director) | 2023 | - | - | 164,608 | - | - | - | - | 164,608 |
| Ryan McMillan (VP of Operations) | 2024 | - | - | 700,000 | - | - | - | - | 700,000 |
| Ryan McMillan (VP of Operations) | 2023 | - | - | 583,333 | - | - | - | - | 583,333 |
Related Party Transactions (Governance risk context)
| Item (FY 2024) | Amount ($) |
|---|---|
| Amounts due to Board member and CFO | 100,000 |
| Amounts due to company controlled by Board member/CFO | 360,000 |
| Total related party payables | 460,000 |
| Director stock-based compensation (CFO) | 330,039 |
| Director stock-based compensation (Director) | 164,608 |
| CEO/Director stock-based compensation | 493,823 |
| VP of Operations stock-based compensation | 700,000 |
Additional disclosures: Lock-up and vesting agreements on director shares issued Dec 30, 2021 (three-year vesting; no sales allowed during term); exploration agreement and payments with entities connected to the CEO (e.g., MSM Resource LLC, anniversary payments) .
Company Pay‑Versus‑Performance (Context)
| Metric | 2023 | 2024 |
|---|---|---|
| Value of $100 investment based on TSR | $366.15 | $31.09 |
| Net Income (Loss) ($) | (2,654,950) | (3,959,385) |
Investment Implications
- Alignment: Ms. Doddridge held no shares as of the proxy’s record disclosure, which limits immediate “skin‑in‑the‑game”; expect alignment to be driven by equity grants under the 2025 Equity Incentive Plan rather than cash pay .
- Incentive risk: The plan’s default single‑trigger CIC acceleration (full vesting of options and restricted stock; performance shares deemed at 100% target) could over‑reward in transactions irrespective of performance; careful scrutiny of award agreements is warranted .
- Governance: CEO also serves as Chairman; CFO is a Director; Ms. Doddridge is not on key committees—combined executive/board roles reduce independence and heighten related‑party risk and oversight concerns at this stage .
- Hedging policy gap: The Company discloses no anti‑hedging policy, undermining ownership alignment if executives hedge exposure; any future grants to Ms. Doddridge should be evaluated against this policy gap .
- Performance backdrop: With no revenues and continued net losses, equity awards are highly sensitive to market sentiment and execution milestones; pay‑for‑performance credibility will depend on transparent performance goals for any Performance Shares tied to financial/operational targets .