Smith Miller
About Smith Miller
Smith Miller, 64, has served on Nevada Canyon Gold Corp.’s board since January 18, 2024. He is the CEO and founding member of Strategic Tax Solutions (STS), with more than 20 years providing federal and state R&D tax credit services across industries including architecture, engineering, manufacturing, aerospace/DoD, and software; he holds a B.S. from California State University, Sacramento (1987) and a B.S. General Business from Regents College, Albany, NY (1987). His appointment date, age, and biography are disclosed in the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Tax Solutions (STS) | CEO and founding member | 20+ years in R&D tax credits | Built tax credit/incentive programs across multiple industries |
| Regional accounting firms (two) | Senior roles in tax credits | Years not specified | Built industry-leading tax credit and incentive programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strategic Tax Solutions (STS) | CEO and founding member | Not disclosed | Specialty in federal and state R&D credits; offices in Boise, ID and Loomis, CA |
Board Governance
- Board service start: January 18, 2024 (appointed to the board)
- Committee memberships: Audit Committee, Compensation Committee, Nominating and Governance Committee – Member on all three
- Committee chair roles: Not disclosed
- Attendance FY2024: 100% attendance at telephonic board conferences; no formal in-person meetings; decisions via unanimous written consent
- Independence determination: Not explicitly stated; company’s EIP defines Non-Employee and Outside Director categories; “Director Independence” section discusses potential conflicts and lock-ups but does not record an independence determination
- Lead Independent Director: Not disclosed; Chairman of the Board is Alan Day
- 2025 Annual Meeting voting (signal of investor support): Miller received 15,183,990 “For” votes and 189,815 “Withheld”
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer | Not disclosed for directors; company may compensate directors with shares at individually negotiated rates |
| Committee membership fees | Not disclosed |
| Committee chair fees | Not disclosed |
| Meeting fees | Not disclosed |
| Director compensation framework | Company may issue shares to directors for board/committee service; no formal or uniform agreements in place; directors reimbursed for meeting-related expenses |
Performance Compensation
| Metric/Vehicle | Detail |
|---|---|
| Equity grants (RSUs/PSUs/Options) | Specific director awards for Miller not disclosed in 2024 director compensation; table lists other individuals but not Miller |
| Equity Incentive Plan | 2025 Equity Incentive Plan approved by shareholders on June 27, 2025 (defines Non-Employee Director, Option terms, and Fair Market Value methodology) |
| Performance metrics tied to director pay | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy biography lists STS leadership but does not disclose other public company directorships for Miller |
Expertise & Qualifications
- R&D tax credits expertise across architecture, engineering, manufacturing, design-build contractors, aerospace/DoD, and software; recognized for strategic approach to credits and incentives (CEO of STS)
- Board places Audit Committee members based on financial literacy and qualifications; Miller’s Audit Committee membership indicates Board’s determination that members are financially literate, per charter description
- Education: B.S. (California State University, Sacramento) and B.S. General Business (Regents College, Albany, NY), both earned in 1987
Equity Ownership
| Holder | Shares Beneficially Owned | Nature of Ownership | % of Class |
|---|---|---|---|
| Smith Miller | - | - | -% |
| Context (Directors/Officers Group) | 8,833,333 | Group total | 32.2% |
| Ownership notes | Lock-up/vesting agreements in 2021 applied to Cocks, Day, and List; not indicated for Miller | ||
| Hedging policy | Company does not currently have a policy against hedging (alignment risk) |
Governance Assessment
- Committee breadth: Miller serves on all three key committees (Audit, Compensation, Nominating/Governance), suggesting significant governance workload and exposure to core oversight areas. M-only composition listing confirms his membership across committees.
- Attendance: 100% participation in telephonic board conferences in FY2024, indicating engagement; however, no formal in-person meetings and reliance on unanimous written consent may limit deliberation quality.
- Independence transparency: The proxy discusses “Director Independence” context and EIP definitions but does not state the Board’s formal independence determination for Miller; absence of explicit independence disclosure is a governance transparency gap.
- Ownership alignment: No beneficial ownership reported for Miller as of the record date; combined with absence of a hedging policy, this reduces direct economic alignment and introduces an alignment red flag.
- Shareholder support: Strong support in 2025 election (15.18M For; 0.19M Withheld) indicates investor confidence in Miller’s board role at that time.
- Related-party risk (context): Significant related-party balances and transactions involve the CEO and CFO; no related-party transactions are disclosed for Miller, but overall related-party exposure on the board elevates governance risk context.
Related Party Transactions (Contextual Conflicts)
| Counterparty | Description | Amount |
|---|---|---|
| CFO (member of Board) | Amounts due to CFO | $100,000 |
| Company controlled by CFO | Amounts due to company controlled by CFO | $360,000 |
| CEO (director) | Director stock-based compensation (2024) | $493,823 |
| CFO (director) | Director stock-based compensation (2024) | $330,039 |
| Director (List) | Director stock-based compensation (2024) | $164,608 |
| VP of Operations | Officer stock-based compensation (2024) | $700,000 |
| MSM Resource, LLC (CEO as managing member) | Agai-Pah Property lease anniversary payments | $20,000 (2024) and $20,000 (2023) |
- No related-party transactions involving Smith Miller are disclosed.
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain |
|---|---|---|---|
| 2025 Say‑on‑Pay | 14,765,215 | 507,341 | 101,249 |
| 2025 Equity Incentive Plan Adoption | 14,705,291 | 552,856 | 115,658 |
- Both proposals passed; indicates general support for compensation practices and plan adoption in 2025.
Compensation Committee Analysis
| Topic | Disclosure |
|---|---|
| Membership | Compensation Committee membership list includes Smith Miller (member), alongside Robert F. List and John Schaff |
| Consultant use | Committee has authority to retain advisors; use of independent compensation consultants not specifically disclosed |
| Composition changes | Not disclosed |
| Process | Oversees executive and director compensation; administers stock compensation plans |
Board and Committee Activity Detail
| Metric | FY2024 |
|---|---|
| Board meetings | No formal in‑person meetings; telephonic conferences as necessary |
| Decision documentation | Unanimous written consents evidencing material decisions |
| Director attendance | 100% attendance at telephonic conferences by all then‑appointed directors |
Additional Signals and Policies
- Risk oversight: Audit Committee and Compensation Committee roles in risk oversight are defined; management reports periodically to Board/committees on risk assessment and mitigation.
- Stockholder communications: Process for contacting Board via Secretary, with steps for handling confidential and non-confidential communications.
- Auditor engagement: Assure CPA, LLC ratified; audit fees $43,435 and tax fees $3,875 for 2024; Audit Committee pre-approval policy described.
RED FLAGS
- No anti‑hedging policy for directors/executives (reduces alignment and could permit hedging)
- No formal or uniform director compensation agreements; discretionary share issuance for board service (risk of inconsistent pay practices)
- High related‑party exposure involving CEO and CFO (balances and transactions), increasing perceived conflicts and governance risk
- No explicit independence determination disclosed for Miller (transparency gap)
- No beneficial ownership disclosed for Miller (potentially weak skin‑in‑the‑game)
Summary Implications for Investors
- Miller’s committee breadth and attendance suggest engagement, but governance quality is constrained by lack of formal meetings and heavy reliance on written consents.
- Alignment appears limited given no reported share ownership and absence of an anti‑hedging policy; investors may seek commitments to ownership guidelines and hedging restrictions.
- Compensation oversight exists, but discretionary share-based director pay without formal frameworks and substantial related-party dealings elsewhere on the board warrant continued monitoring.