Alan Haslam
About Alan Haslam
Alan D. Haslam, age 58, is Vice President—Permitting at Perpetua Resources (PPTA). He joined Perpetua (formerly Midas Gold) in January 2017 as Director of Permitting and was promoted to VP Permitting in February 2019, with a 35+ year mining career focused on NEPA/state permitting, mine development, operations, and remediation; he holds a B.S. in Geology from Idaho State University and is an active member of SME and AEMA . Performance metrics tied to his equity compensation include market-based PSUs that vest based on Perpetua’s relative TSR versus the VanEck Junior Gold Miners ETF (GDXJ) over a three-year period, with payouts ranging from 0% to 200% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perpetua Resources (PRII) | Director of Permitting | 2017–2019 | Led Stibnite Gold Project permitting through federal/state processes |
| Agrium (phosphate/potash) | Director of Mining | 2006–2016 | Managed exploration, life‑of‑mine planning, permitting, new mines/expansions, operations, reclamation/remediation across U.S. and Canada |
External Roles
| Organization | Role/Membership | Years | Strategic Impact |
|---|---|---|---|
| Society for Mining, Metallurgy and Exploration (SME) | Member | Not disclosed | Professional network, technical standards and best practices |
| American Exploration & Mining Association (AEMA) | Member | Not disclosed | Advocacy and policy engagement in mining permitting and operations |
Fixed Compensation
| Metric | 2021 | Notes |
|---|---|---|
| Base Salary ($) | $192,500 | Employment agreement effective Jan 5, 2017; salaries benchmarked to peer medians with board discretion |
| All Other Compensation ($) | $10,095 | Company contributions (e.g., 401(k)) |
Performance Compensation
- Short-Term Incentive (STIP) description: Annual, performance-based program using company and individual objectives (target % set at employment; reviewed annually) . 2024 corporate objectives included permitting progress (FEIS/Record of Decision), ASAOC Phase 1 delivery within budget, construction readiness (contracts, owners’ team, engineering), DoD grant objectives for antimony, stakeholder support/social license, safety/sustainability, and financial position management .
- Market-based PSUs: Vest based on 3-year relative TSR vs GDXJ constituents; target grant-date fair value estimated via Monte Carlo (2025 assumptions: 55.16% volatility; 4.15% risk-free; 0% dividend) .
| Incentive Type | Metric | Target/Mechanics | Actual/Payout | Vesting |
|---|---|---|---|---|
| Non-Equity Incentive (STIP) | Company + individual objectives | Target % set at hire; annual review | 2021 paid $54,170 | Annual cash award timing per STIP |
| RSUs (2021 grant) | Time-based | Vest in 3 equal tranches | $198,100 grant-date fair value | 12/23/2021, 11/15/2022, 11/15/2023 |
| PSUs (Program) | Relative TSR vs GDXJ | 0%–200% of target based on 3-year TSR percentile | Not disclosed for Haslam | Vest at performance period end; cost recognized ratably |
RSU vesting schedule (2021 grant):
| Date | Units | Notes |
|---|---|---|
| 12/23/2021 | 11,667 | First tranche vested |
| 11/15/2022 | 11,666 | Second tranche vested |
| 11/15/2023 | 11,667 | Final tranche vested |
Equity Ownership & Alignment
- Beneficial ownership (as of March 25, 2022): 97,602 shares/options/RSUs; percent of class “*” (<1%) .
- Outstanding equity at 12/31/2021 (high-level excerpts):
- RSUs not vested: 23,333 (market value $110,832 at $4.75/share) .
- Options granted across multiple dates/quantities (e.g., 40,000 on 1/5/2017; various 2018–2021 annual grants; 10,000 exercisable + 30,000 unexercisable on 1/20/2021) .
- Insider participation limits and plan governance: Aggregate insider issuance ≤10% of outstanding shares; annual director award limits; plan administrator may accelerate vesting .
- Clawback and ownership guidelines: Company adopted an incentive-based compensation clawback policy in 2023 and maintains equity ownership guidelines for executives/directors (executive multiples not specified; compliance measured annually) .
- Pledging/Hedging: No pledging disclosures identified for Haslam; hedging/section 16 short-swing profit compliance described generally for insiders .
Employment Terms
- Employment agreement: Effective January 5, 2017; provides salary, STIP bonus eligibility, and LTIP equity .
- Severance/change-of-control (NEO agreements—structure applicable to 2021 NEOs, including Haslam):
- Termination without Cause or upon Change of Control: 12 months’ notice or severance; payment equal to prior year’s STIP bonus .
- Termination for Good Reason (post-CIC, within 12 months): 12 months’ severance plus target STIP bonus .
- Disability: Termination after 17 weeks of inability; payment equal to prior year’s STIP bonus .
- All payments within 60 days post-termination .
- Equity treatment under plans:
- Stock Option Plan (2011 Evergreen): On Change of Control, all unvested options immediately vest; death/for-cause/other termination exercise windows defined .
- Omnibus Equity Incentive Plan:
- RSUs—pro‑rata vesting on termination without Cause or retirement (age criteria), full vesting upon death/disability; immediate full vesting upon termination without Cause within 12 months after a Change in Control .
- General termination mechanics for options/awards, retirement exercise/settlement windows, and 90‑day post-termination exercise/settlement periods (with specified exceptions) .
Multi‑Year Compensation Summary (available disclosures)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2021 | 192,500 | 198,100 | 206,809 | 54,170 | 10,095 | 661,674 |
Ownership Detail (12/31/2021 snapshot)
| Instrument | Units | Exercise Price/Value | Status |
|---|---|---|---|
| RSUs (Nov 15, 2021 grant) | 23,333 unvested | Market value $110,832 at $4.75/share | Scheduled vest in 2022–2023 |
| Options (multiple grants 2017–2021) | Various, including 40,000 (1/5/2017), 14,250/4,750 (1/4/2019), 10,750/10,750 (1/1/2020), 12,500/12,500 (3/20/2020), 10,000/30,000 (1/20/2021) | Exercise prices per grant; terms typically 5 years | Exercisable/unexercisable as listed |
Compensation Structure Analysis
- Mix and trends: In 2021, Haslam’s pay combined cash (salary + STIP) and significant equity (RSUs/options) indicating at‑risk compensation aligned to performance and time-based vesting .
- Equity design shifts: Company-wide PSUs are now market-based relative TSR instruments (0%–200% payout), increasing external performance alignment; RSUs remain ratable time‑vested .
- Clawback adoption (2023) adds downside accountability on incentive pay .
- Plan provisions include accelerated vesting on CIC, which can create concentrated vesting events and potential post‑vesting liquidity considerations, though individual selling activity is not disclosed .
Risk Indicators & Red Flags
- Change-of-control accelerations: Options and RSUs can vest immediately on CIC or qualifying terminations post-CIC, potentially increasing insider selling capacity after events; however, no pledging/hedging red flags disclosed for Haslam .
- Legal/ESG processes: Corporate objectives emphasize permitting, ASAOC obligations, safety, and sustainability; no executive-specific legal proceedings identified for Haslam in filings searched .
Investment Implications
- Retention/Execution: Haslam’s long-tenure permitting expertise and equity-linked incentives (RSUs/PSUs) align him with successful project milestones and TSR, supporting retention through multi‑year vesting; severance/CIC terms provide downside protection typical for NEO structures .
- Selling Pressure: RSU/option vesting schedules and CIC acceleration provisions can create supply over defined dates or events; 2021 RSU tranches vested through 2023, but no current Form 4 data here to assess recent sales by Haslam .
- Governance/Alignment: Clawback and ownership guidelines enhance pay‑for‑performance integrity; market‑based PSUs tied to TSR relative to GDXJ sharpen external alignment—useful signal for investors evaluating management incentive quality .