Jeffrey Malmen
About Jeffrey Malmen
Jeffrey Malmen (age 57) is an independent director of Perpetua Resources Corp. (PPTA), serving since December 4, 2020. He is Senior Vice President of Public Affairs at IDACORP and Idaho Power, with deep experience in government and regulatory affairs; he sits on Perpetua’s Audit, Compensation, and Corporate Governance & Nominating committees and has no other public company directorships . The Board affirms his independence under SEC, Nasdaq, and NI 52‑110 standards; he is also deemed financially literate for Audit Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Idaho | Chief of Staff to Governor C.L. “Butch” Otter | Part of a 21‑year career in state/federal politics (dates not individually disclosed) | Senior policy and administrative leadership |
| State of Idaho | Chief of Staff to Governor Phil Batt | Part of a 21‑year career in state/federal politics (dates not individually disclosed) | Senior policy and administrative leadership |
| State of Idaho | Administrator, Division of Financial Management under Governor Dirk Kempthorne | Part of a 21‑year career in state/federal politics (dates not individually disclosed) | Budget/financial management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDACORP & Idaho Power | Senior Vice President of Public Affairs | Since 2007 | Oversees government/regulatory affairs, corporate communications, corporate services including supply chain, real estate, facilities |
| Idaho Association of Commerce and Industry | Executive Committee member | Not disclosed | Business policy involvement at state level |
| Idaho Mining Association | Board Member | Not disclosed | Industry association governance |
| Other public company boards | N/A | — | None disclosed |
Board Governance
- Committee memberships: Audit (member), Compensation (member), Corporate Governance & Nominating (member) .
- Independence: Board determined Malmen independent per SEC, Nasdaq, and Canadian rules; Audit Committee members (including Malmen) meet heightened independence standards .
- Audit Committee: Composition includes Robert Dean (Chair), Laura Dove, Jeffrey Malmen, Alexander Sternhell; Robert Dean designated “audit committee financial expert” .
- Executive sessions and leadership: Board chaired by independent director; lead independent director in place; committees fully independent (Audit, Compensation, Corporate Governance & Nominating) .
Attendance (Board and Committee)
| Year (Company FY) | Board | Audit | Compensation | Corporate Governance & Nominating | Technical | Total Meetings Attended | Attendance Rate |
|---|---|---|---|---|---|---|---|
| 2022 | 10 of 11 | 4 of 4 | 4 of 4 | 4 of 4 | n/a | 22 | 96% |
| 2023 | 4 of 6 | 4 of 4 | 2 of 2 | 2 of 2 | n/a | 12 | 86% |
| 2024 | 6 of 6 | 4 of 4 | 5 of 5 | n/a | n/a | 15 | 100% |
RED FLAG: 2023 board attendance was 67% (4 of 6), below typical expectations; committee attendance remained 100% .
Fixed Compensation
2024 Director Fee Structure (Non‑Executive Directors)
| Component | Amount (USD) |
|---|---|
| Annual cash retainer | $22,080 |
| Lead Director retainer | $9,200 |
| Audit Committee Chair retainer | $11,500 |
| Technical Committee Chair retainer | $4,025 |
| Compensation Committee Chair retainer | $4,025 |
| Committee member retainer (Audit, CG&N, Compensation, Technical; excluding Chair) | $2,875 |
| Discretionary DSU grant to non‑exec directors (except Mr. Kim) | 7,731 DSUs |
2024 Compensation for Jeffrey Malmen
| Category | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $27,830 | Directors could elect DSUs in lieu of cash; Malmen elected DSUs for 2024 payments |
| Stock awards | $27,600 | One‑time award of 9,139 DSUs; fully vested at grant; payable at separation |
| Option awards | $0 | No options granted in 2024 |
| Total | $55,430 | Sum per proxy table |
- DSU election/vesting: Non‑exec directors elected to receive retainers/committee fees in DSUs; DSUs vest 100% at grant and are payable upon separation .
- Options outstanding: As of Dec 31, 2024, Malmen held 29,500 unexercised options granted in 2021 .
Performance Compensation
| Performance Metric | Applied to Director Compensation? | Details |
|---|---|---|
| Financial/TSR/ESG metrics | No | Director compensation comprised retainers, committee fees, and DSUs; no performance metrics disclosed for directors |
| Options timing policy | N/A | Company does not currently grant stock options to employees or directors; thus no option‑timing policy applicable |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Shared directorships with material counterparties | Not disclosed; none indicated |
| Related‑party transactions | None ≥$120,000 since Jan 1, 2024 involving directors/officers/≥5% holders or their immediate family/household members |
Expertise & Qualifications
- Senior executive at IDACORP/Idaho Power overseeing regulatory affairs, communications, and corporate services; extensive regulatory process experience .
- Financially literate and independent Audit Committee member .
- Government service: Chief of Staff to two Idaho Governors; Administrator of Division of Financial Management; 21‑year political career .
- Education: Boise State University; completed graduate studies at Dartmouth College, University of Virginia, and Stanford University .
- Board skills matrix indicates executive leadership, financial, risk management, industry/natural resources, environmental/sustainability, governmental/regulatory experience .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Mar 21, 2025) | 83,848 shares |
| Percent of class | “*” (less than 1%) per proxy table |
| Shares outstanding (for context) | 71,262,344 |
| Options outstanding (granted 2021) | 29,500 |
| Ownership guidelines | Non‑employee directors must hold shares equal to 3× annual cash retainer; compliance required within 5 years of 2022 or appointment |
| Compliance status | All directors who served in 2024 had reached minimum holdings by Dec 31, 2024 |
Governance Assessment
- Independence and committee breadth: Malmen’s roles across Audit, Compensation, and Corporate Governance & Nominating support board effectiveness; independence affirmed under multiple regimes .
- Attendance signal: Strong committee attendance historically; 2024 attendance perfect; however, 2023 board attendance was 67%, a notable weak point that merits monitoring in future cycles (RED FLAG) .
- Ownership alignment: Holds equity and elected DSUs in lieu of cash; one‑time DSU award and compliance with ownership guidelines strengthen alignment; options are legacy (2021) with no new grants in 2024 .
- Conflicts/related‑party exposure: No related‑party transactions disclosed in 2024; external roles at IDACORP/Idaho Power and Idaho industry associations are disclosed, with no transactions noted with Perpetua (mitigates conflict risk) .
- Risk controls: Audit Committee fully independent and financially literate; whistleblower and compliance oversight detailed; clawback policy adopted for incentive‑based compensation (execs), insider trading/hedging restrictions in place .