Alexander Sternhell
About Alexander Sternhell
Alexander Sternhell (age 54) is an independent director at Perpetua Resources (PPTA), serving since December 4, 2020. He is Principal of Sternhell Group and previously served as Democratic Deputy Staff Director and Senior Policy Advisor to the U.S. Senate Committee on Banking, Housing and Urban Affairs (2007–2009) and Staff Director for the Senate Banking Subcommittee on Securities and Investment (1999–2006). He holds a BA from Louisiana State University and is financially literate; he is a member of the Audit and Compensation Committees. Other current public company boards: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sternhell Group | Principal | Over two decades (dates not disclosed) | Lobbying for large corporates; government affairs expertise |
| U.S. Senate Committee on Banking, Housing and Urban Affairs | Democratic Deputy Staff Director; Senior Policy Advisor | 2007–2009 | Drafting/negotiating key financial services legislation |
| U.S. Senate Banking Subcommittee on Securities and Investment | Staff Director | 1999–2006 | Policy leadership on securities and investment regulation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| N/A | — | — | No other current public company directorships disclosed |
Board Governance
- Committee assignments: Audit (member), Compensation (member). Not a chair; Audit Chair is Robert Dean and Compensation Chair is Christopher J. Robison .
- Independence: Board determined Sternhell is independent; Audit, Compensation, and Governance committees are composed entirely of independent directors .
- Audit Committee: Composed solely of independent directors; Sternhell is financially literate; audit committee financial expert is Robert Dean . The committee recommended the inclusion of 2024 audited financial statements in the 10-K .
- Attendance and engagement: In 2024, Sternhell attended 4 of 6 Board meetings (67%), 4 of 4 Audit (100%), 5 of 5 Compensation (100%); total 13 meetings, 87% overall attendance. This Board attendance rate is notably below peers who were generally at or near 100% .
- Executive sessions: Independent directors meet in executive session regularly without management present .
Fixed Compensation
| Component | Detail | 2024 Amount ($) |
|---|---|---|
| Annual cash retainer | Non-executive director retainer | $22,080 |
| Committee member fees | Audit (member), Compensation (member) | $2,875 each (total $5,750) |
| Fees earned or paid in cash (elected DSUs) | Aggregate director/committee retainers | $27,830 |
| Equity awards (DSUs) | One-time DSU grant recognizing contribution (9,139 DSUs; value determined using prior-day close) | $27,600 |
| Options | No options granted in 2024 | $0 |
| Total | — | $55,430 |
Notes:
- All directors elected to receive 2024 cash/committee fees in DSUs; DSUs are 100% vested at grant but settle upon separation from service .
- Committee chairs (not Sternhell) receive additional retainers; Sternhell is not a chair .
Performance Compensation
- Structure: No performance-based director compensation disclosed; DSUs granted to directors in 2024 were time-based, fully vested at grant, and not tied to specific performance metrics. No options were granted to directors in 2024 .
- Clawback: Company adopted an incentive-based compensation clawback policy in 2023 applicable to executive officers upon financial restatements; not focused on director DSUs .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Sternhell |
| Prior public company boards | Not disclosed |
| Interlocks/conflicts | No related-party transactions >$120,000 involving directors since Jan 1, 2024; Governance & Nominating Committee oversees any related-person transactions |
Expertise & Qualifications
- Governmental and regulatory affairs; corporate governance and crisis management; financial, accounting/audit, and risk management experience; natural resources industry and environmental/climate-related experience indicated in Board skills matrix .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 83,160 | Less than 1% of outstanding (71,262,344 shares as of March 21, 2025) |
| Composition | 53,660 DSUs; 29,500 options | DSUs fully vested; options granted in 2021 |
| Options schedule | 7,375 became exercisable on Jan 20 of 2021, 2022, 2023, 2024 | Total 29,500; expiration not disclosed in proxy for directors |
| Common shares owned | Not disclosed for Sternhell | Ownership table lists DSUs and options for Sternhell |
| Ownership guidelines (directors) | 3x annual cash retainer; compliance deadline within 5 years of 2022 or appointment | All directors reached minimum holding requirements by Dec 31, 2024 |
| Hedging/pledging | Hedging prohibited without prior approval; no pledging disclosed | Insider Trading Policy restricts hedging; no pledging mention in proxy |
Governance Assessment
- Strengths: Independence affirmed; active roles on Audit and Compensation with 100% committee attendance; financially literate; DSU/equity ownership aligning incentives; robust ownership guidelines and hedging restrictions; no related-party transactions identified .
- Watch items: Board meeting attendance was 67% in 2024 (4 of 6), markedly below peers, which may raise engagement questions despite perfect committee attendance. Highlight as RED FLAG for overall board attendance optics .
- Compensation alignment: Director pay is modest with meaningful DSU component; no performance metrics tied to director compensation; no 2024 option grants to directors (legacy 2021 options outstanding) .
- Conflicts/related-party exposure: None disclosed above materiality threshold; oversight processes in place via Governance & Nominating Committee .
RED FLAGS
- Board meeting attendance at 67% vs. peers near 100%; total attendance 87% (committee attendance 100%) .