Robert List
About Robert F. List
Robert F. “Bob” List (age 88) is a Director at Nevada Canyon Gold Corp. (NGLD), appointed to the board on November 17, 2021; he previously served as Governor of Nevada (1979–1983) and earlier as Carson City District Attorney and Nevada Attorney General (8 years) . He is Of Counsel to Jolley Urga Woodbury & Holthus in Las Vegas, specializing in natural resources, finance, gaming, regulatory and administrative law; he holds a B.S. from Utah State University and LL.B./J.D. from the University of California, Hastings College of the Law, and is a member of the Nevada and D.C. Bar Associations . The proxy does not explicitly state a Nasdaq “independence” determination for Mr. List; he is disclosed as a director and a member of all three standing committees (Audit, Compensation, Nominating & Governance) . For 2024, the board held no formal in‑person meetings but acted by telephonic conferences and unanimous written consents; all directors attended at least 100% of telephonic conferences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Nevada | Governor | 1979–1983 | Chaired Western Governors Association; state executive leadership |
| State of Nevada | Attorney General | 8 years (prior to 1979) | Chaired Conference of Western Attorney Generals; legal/regulatory leadership |
| Carson City | District Attorney | Prior to Attorney General | Local prosecution/administration |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jolley Urga Woodbury & Holthus (Las Vegas) | Of Counsel | Current | Focus on natural resources, finance, gaming, regulatory/administrative law |
| National Public Lands Advisory Council (Presidential appointment) | Member | Not disclosed | Federal public lands advisory role |
| Various boards/commissions (Nixon, Ford, Reagan, G.H.W. Bush Administrations) | Appointee | Not disclosed | Multiple federal boards/commissions |
| Several private and public companies | Director (prior) | Not disclosed | Not detailed in proxy |
Board Governance
- Committee assignments: Member, Audit; Member, Compensation; Member, Nominating & Governance .
- Chair roles: None disclosed; Board Chair is Alan Day (CEO) .
- Independence status: Proxy does not explicitly state independence determinations; it includes a general “Director Independence”/conflicts discussion and notes time‑commitment conflicts can arise .
- Attendance/engagement: No formal in‑person meetings in 2024; board acted by telephonic conferences and unanimous written consent; all directors attended at least 100% of telephonic conferences .
- Policy against hedging: Company states it does not currently have a policy against hedging (governance concern) .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee/Chair Fees (Cash) | Meeting Fees (Cash) | All Other Compensation (Cash) |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 |
| 2023 | $0 | $0 | $0 | $0 |
Notes:
- The proxy indicates directors “may” be compensated via share issuances and reimbursed for expenses; no formal/standard cash arrangements are in place (no cash fees disclosed) .
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Performance Metrics Used for Director Awards |
|---|---|---|---|---|
| 2024 | $164,608 | $0 | $0 | Not disclosed |
| 2023 | $164,608 | $0 | $0 | Not disclosed |
Additional equity plan provisions (apply to non‑employee directors if granted under the plan):
- Change-in-control: Unless otherwise specified, single-trigger acceleration—options fully vest/exercisable; restricted stock vests; performance shares paid at 100% of target, pro‑rated (governance concern) .
- Repricing: Plan permits option repricing or cancellation/exchange without shareholder approval (governance red flag) .
- Clawback: Awards subject to company clawback policies and Dodd‑Frank requirements .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|
| Not disclosed in proxy | — | — | Proxy notes prior service on several private/public company boards but does not list current public directorships |
Expertise & Qualifications
- Former Governor and Attorney General of Nevada; extensive governmental/regulatory experience including Western Governors Association and Conference of Western Attorney Generals chair roles .
- Legal expertise in natural resources, finance, gaming, regulatory/administrative law; Of Counsel in Las Vegas; Nevada and D.C. Bar memberships .
- Education: B.S. (Utah State University); LL.B. and J.D. (University of California, Hastings College of the Law) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Nature of Ownership | Vesting/Restrictions | Pledged/Hedged |
|---|---|---|---|---|---|
| Robert F. List | 1,000,000 | 3.6% | List Family Trust (managed by Mr. List) | Subject to three‑year lock‑up & vesting agreement entered March 18, 2022 for shares issued Dec 30, 2021; equal annual installments; no sales during lock‑up | No pledging disclosure; company has no anti‑hedging policy |
Reference base: 27,648,881 common shares outstanding as of April 23, 2025 .
Governance Assessment
-
Positives
- Deep Nevada regulatory and policy network; prior statewide executive and legal leadership relevant to permitting and stakeholder engagement in mining .
- Serves on all three standing committees; full attendance of board telephonic conferences in 2024 indicates engagement .
- Company has adopted clawback coverage for equity awards under the 2025 Equity Incentive Plan .
-
Concerns / RED FLAGS
- No explicit board “independence” determination disclosed for Mr. List; committee slating lacks an independence statement (process opacity) .
- Board process: no formal in‑person meetings in 2024; reliance on telephonic conferences and unanimous written consents may limit deliberative oversight .
- Anti‑hedging: Company explicitly states it does not currently have a policy against hedging (misalignment risk) .
- Equity plan provisions: single‑trigger acceleration on change‑in‑control and permissive option repricing without shareholder approval (shareholder‑unfriendly features) .
- Related‑party/share issuances: Mr. List’s trust received 1,000,000 shares issued at par as part of insider issuances on Dec 30, 2021, later subject to three‑year lock‑up/vesting; such insider allocations (and broader related‑party transactions with other insiders) can raise governance/perception risks .
Additional Context (Shareholder Voice & Pay)
- Say‑on‑pay history: Company notes no prior advisory vote on executive compensation; first say‑on‑pay proposal scheduled for the 2025 meeting .
- Compensation Committee interlocks: None disclosed for 2024 .
Notes on Missing Disclosures
- Cash retainers, committee/meeting fees, and director stock ownership guidelines are not disclosed; the proxy indicates directors “may” be compensated in shares without uniform agreements (limits benchmarking) .
- Current external public company directorships for Mr. List are not itemized in the proxy (network/interlock analysis limited) .