Andrew Cole
About Andrew Cole
Andrew Cole (age 55) is an independent director of Perpetua Resources (PPTA), serving since March 30, 2022. He brings 35+ years in metals/mining with deep expertise in refractory ore processing; former General Manager at Barrick Gold’s Goldstrike Mine (Dec 2016–Jun 2020) and Donlin Gold Project (Oct 2011–Dec 2015), and previously Executive Director of Barrick’s U.S. Operations; he has led a consulting practice since Jan 2021. He holds a B.S. in Materials Science & Engineering (University of Arizona) and an MBA (University of Nevada); he serves on PPTA’s board as a Paulson & Co. nominee under the Investor Rights Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barrick Gold – Goldstrike Mine | General Manager | Dec 2016 – Jun 2020 | Operations leadership; metallurgical processing of refractory ore |
| Donlin Gold Project (Alaska) | General Manager | Oct 2011 – Dec 2015 | Secured major permits, including Final Record of Decision |
| Barrick Gold (U.S. Operations) | Executive Director | Prior to 2011 (dates not specified) | Oversight of U.S. operations |
| Consulting practice | Principal | Jan 2021 – present | Supported an emerging gold producer’s processing strategy and autoclave restart in Nevada |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Private/non-profit boards | Not disclosed |
Board Governance
- Independence: Board determined Cole is independent under SEC/Nasdaq/Canadian rules; he serves on committees composed entirely of independent directors .
- Committee memberships: Compensation Committee member; Technical Committee member; not a chair .
- Lead independent director: Christopher J. Robison; Audit Chair: Robert Dean; CG&N Chair: Marcelo Kim; Technical Chair: Christopher J. Robison .
- Attendance (FY2024): 100% Board (6/6), 100% Compensation (5/5), 100% Technical (5/5); total 16 meetings, 100% attendance .
- Paulson influence: Paulson & Co. holds a large stake and has rights to designate board members; Cole and Marcelo Kim are Paulson nominees, a governance consideration for investor confidence .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director; independent committee composition (Audit, Compensation, CG&N) |
| Committees | Compensation; Technical (member) |
| Attendance (2024) | Board: 6/6; Compensation: 5/5; Technical: 5/5; Total: 16; 100% |
| Board leadership | Chair: Marcelo Kim; Lead Independent Director: Christopher J. Robison |
| Paulson designation | Paulson has rights to nominate directors; Cole is a Paulson nominee |
Fixed Compensation (Directors – 2024)
| Component | Amount (USD) |
|---|---|
| Annual cash retainer | $22,080 |
| Committee membership fees | 2 committees × $2,875 = $5,750 |
| Total fees earned (cash or elected as DSUs) | $27,830 (Andrew Cole) |
Notes:
- Directors could elect to receive cash retainers as DSUs; several directors (including Cole) elected DSUs for 2024 .
Performance Compensation (Directors – 2024 and prior)
| Equity Award | Grant specifics | Fair value |
|---|---|---|
| DSUs (long-term incentive; not in lieu of cash) | One-time DSU grants; for Cole: 4,731 DSUs as an initial grant upon appointment to the Board | $42,597 (Andrew Cole 2024 stock awards) |
| DSUs from retainer election | Cole elected to receive 2024 retainers/fees as DSUs; 4,406 DSUs granted for that election | Included in “Fees Earned or Paid in Cash” column but delivered as DSUs; informational DSU count: 4,406 |
| Options | No options granted to directors in 2024; outstanding 2021 options listed for certain directors (Dean, Malmen, Robison, Sternhell) – Cole not listed | n/a |
Key terms:
- DSUs vest 100% on grant but are payable only upon director’s separation from service .
- No director stock options granted in 2024; company does not currently grant option-like awards to employees or directors .
Compensation mix (Andrew Cole, 2024):
- Cash/fees (delivered in cash or DSUs by election): $27,830
- Equity (DSUs, LTI grants not in lieu of cash): $42,597
- Total: $70,427; mix ~40% cash / 60% equity (derived from table values) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | None |
| Major shareholder interlock | Paulson & Co. holds 34.8% of shares as of Mar 21, 2025; has rights to designate board members; Cole is a Paulson nominee |
| Post-transaction stake update | After Oct 21, 2025 private placement: Paulson expected to hold 27.3%; Agnico 6.5%; JPMorgan 2.7% |
Expertise & Qualifications
- Metallurgical processing of refractory ores; operations leadership at Goldstrike; permitting achievements at Donlin Gold (secured Final Record of Decision) .
- Education: B.S. Materials Science & Engineering (University of Arizona); MBA (University of Nevada) .
- Board skills matrix highlights: executive leadership, financial, accounting/audit, risk management, operations, industry experience (natural resources), environmental/climate, health & safety, human resources, regulatory/governmental affairs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Reference date |
|---|---|---|---|
| Andrew Cole | 31,031 | ~0.04% (31,031 / 71,262,344) | Mar 21, 2025 |
| Shares outstanding | 71,262,344 | — | Mar 21, 2025 |
Additional alignment mechanisms:
- Non-employee director ownership guideline: minimum holding equal to 3× annual cash retainer; compliance required within 5 years; DSUs count toward compliance; as of Dec 31, 2024, all directors had reached minimum holding requirements .
- Hedging policy: Directors (and covered persons) are prohibited from hedging company securities without prior approval of the Corporate Governance & Nominating Committee; policy publicly available .
Insider Trades
| Period | Form 4 filings for Andrew Cole (PPTA) |
|---|---|
| Latest available | None found (no Form 4 documents returned for PPTA) |
Search notes: No Form 4 filings located in the system for PPTA; we searched SEC document listings for Form 4 and found none [ListDocuments result: 0 documents of type 4].
Governance Assessment
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Strengths
- Independence and strong engagement: 100% attendance across Board and committee meetings in 2024; member of Compensation and Technical committees; independent committee composition .
- Relevant domain expertise: Deep metallurgical processing and permitting experience aligned with Stibnite Gold Project’s needs; enhances board effectiveness on technical and regulatory oversight .
- Ownership alignment: DSU-based equity grants and 3× retainer ownership guideline; all directors compliant as of year-end 2024; anti-hedging safeguards requiring prior approval .
-
Risks / RED FLAGS
- Concentrated shareholder influence: Paulson & Co. nomination rights and large stake (34.8% as of Mar 21, 2025; expected 27.3% post-Oct 2025 placement) may create potential conflicts with minority shareholders and influence director independence in practice; Cole is explicitly a Paulson nominee .
- Capital and litigation exposure: Company discloses insufficient committed financing for project capital needs (~$2,215 million initial capex estimate) and ongoing litigation/regulatory risks; while not director-specific, these heighten the importance of board oversight of financing and risk management .
-
Process safeguards
- Code of Conduct, whistleblower policy, majority voting policy, regular executive sessions, and committee mandates; clawback policy adopted in 2023 for incentive-based compensation (executives) .
Overall implication: Cole’s technical and permitting background, independence determination, and perfect attendance are positives for board effectiveness; however, his status as a Paulson nominee amid concentrated ownership is a governance flag that investors should monitor, particularly around transactions, director elections, and compensation decisions .