Jonathan Cherry
About Jonathan Cherry
Jonathan Cherry, age 55, was appointed President and Chief Executive Officer and joined the Board of Perpetua Resources on March 14, 2024; he is a Registered Professional Engineer with a B.S. in Environmental Engineering from Montana Technological University and has 30+ years in mining (permitting, project development, JV formation, operations) . Under his tenure, Perpetua received a conditional Notice to Proceed, began early works construction at Stibnite, and raised $255M in strategic equity, with EXIM preliminary support for up to $2.0B debt financing, advancing the project toward full construction sanction in spring 2026 . He serves as a director (not independent) and sits on the Technical Committee; the Chair role is separate (independent) and a Lead Independent Director is in place, supporting governance checks and balances .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PolyMet Mining Company | President & CEO | Jul 2012 – Nov 2023 | NorthMet project received EPA’s highest rating for a mining project; led JV negotiations with Teck Resources prior to PolyMet’s sale to Glencore . |
| PolyMet Mining Company | Chairman, Board of Directors | Jun 2020 – Nov 2023 | Board leadership through JV and sale process . |
| Rio Tinto – Resolution Copper | VP, Environment & Government Affairs | 2010 – 2012 | Senior leadership in permitting and government relations . |
| Rio Tinto – Eagle Mine | General Manager | 2004 – 2010 | Led operations at the only U.S. primary nickel-copper mine . |
| Kennecott Utah Copper | Senior Project Engineer | 2001 – 2004 | Engineering leadership at a major U.S. copper operation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Society for Mining, Metallurgy & Exploration (SME) | Member | n/a | Professional industry engagement . |
| American Mining and Exploration Association | Board of Trustees | n/a | Industry advocacy and governance participation . |
| Public company boards | N/A | Current | No current public company directorships noted . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary (paid in 2024) | $339,678 | Reflects partial-year service after March 14, 2024 appointment . |
| Base Salary Rate (effective 4/1/2024) | $425,000 | Annual base salary entitlement for 2024 per employment agreement . |
| Target Bonus % (STIP) | 65% of salary | CEO weighting: 100% corporate, 0% individual . |
| Actual Bonus Paid (2024) | $240,411 | Short-Term Incentive payout for 2024 . |
| All Other Compensation (2024) | $8,500 | Includes company 401(k) contributions . |
Performance Compensation
- Short-Term Incentive (STIP) structure for CEO:
- Weighting: 100% corporate objectives (7 areas: permitting/FEIS/ROD, ASAOC Phase 1, construction readiness, DoD antimony program milestones, stakeholder/social license/investor relations, safety/ESG, treasury sufficiency) .
- Payout: $240,411 for 2024 (see above) .
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STIP (2024) | Corporate objectives (permitting, ASAOC, construction readiness, DoD grant milestones, stakeholder/IR, safety/ESG, treasury) | 100% corporate | Board-defined (not numeric in proxy) | Board assessed; see payout | $240,411 | Cash, annual (2024) . |
- Long-Term Incentive (LTI):
- Award type: Performance Share Units (PSUs); 100% of 2024 grants were market-based PSUs with a three-year performance period; Cherry received 100,000 PSUs upon hire on March 14, 2024 (shown as two 50,000 PSU tranches in the outstanding awards table) .
| Award | Grant Date | Target Shares | Grant Date Fair Value | Year-end Unvested Market Value | Vesting Schedule | Performance Metric |
|---|---|---|---|---|---|---|
| PSUs | Mar 14, 2024 | 100,000 (two tranches of 50,000 each) | $395,000 | $1,067,000 (2 × $533,500 at $10.67/share on 12/31/2024) | 3-year performance period; vest at end of cycle (general 2024 PSUs vest Feb 16, 2027; Cherry’s awards follow three-year performance schedule) | Market-based company performance over 3 years . |
Notes:
- The proxy does not disclose specific PSU performance measures beyond “market-based” or the precise vest dates for Cherry’s March 2024 grants; the 2024 PSU cycle vests after three years (e.g., February 2027 for February awards) .
Equity Ownership & Alignment
| Ownership Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of 3/21/2025) | 1,160 shares | Less than 1% of shares outstanding . |
| Options | 0 | No options listed for Cherry . |
| Unvested PSUs (target) | 100,000 | Reflects two 50,000 tranches . |
| Market Value of Unvested PSUs (12/31/2024) | $1,067,000 | 2 × $533,500 using $10.67 share price . |
| Executive Stock Ownership Guideline | 3× base salary | Must achieve within 5 years; until compliant must hold 50% of net after-tax shares from awards . |
| Hedging/Pledging | Hedging prohibited without prior approval; no pledging disclosure | Insider Trading Policy prohibits hedging absent approval; proxy did not disclose pledging by executives . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement Effective Date | March 14, 2024 . |
| Termination by Company without Cause | 12 months’ severance; amount equal to previous year’s bonus under the Annual Incentive Plan; lump sum within 60 days . |
| Termination for Good Reason (Cherry) | 35.88 months’ severance (reduced by 50% if termination occurs during the first year) plus 2.99× target bonus; lump sum within 60 days . |
| Change of Control (equity) | Omnibus Plan permits discretion to accelerate; double-trigger acceleration applies if terminated without cause within 12 months post-CoC (RSUs/PSUs vest in full) . |
| Options Plan (legacy) | Single-trigger: all unvested options vest on CoC; not applicable to Cherry (no options) . |
| Clawback | Incentive-based compensation subject to recoupment upon financial restatement for awards received after Oct 2, 2023 . |
Board Governance
- Role and independence: CEO and Director (not independent); Board Chair is independent (Marcelo Kim) and there is a Lead Independent Director (Christopher J. Robison), with regular executive sessions of independent directors .
- Committee service: Member, Technical Committee .
- Attendance (2024): Board 5/5 (100%); Technical 4/4 (100%) .
- Director fees: Executive directors (Cherry, Largent) receive no board fees .
- 2025 Shareholder vote: Cherry re-elected with 42,189,752 FOR, 40,634 AGAINST, 22,884 ABSTAIN; broker non-votes 6,135,478 .
Director Compensation (for dual-role context)
- Executive directors do not receive cash retainers or equity for board service (Cherry received none) .
- Non-employee director retainers and DSUs detailed in the proxy (for governance benchmarking) .
Performance & Track Record (since appointment)
- Regulatory and project execution:
- Conditional Notice to Proceed from USFS (Sept 2025) and early works construction commenced Oct 21, 2025 after posting $139M financial assurance .
- EXIM issued Preliminary Project Letter and Indicative Term Sheet for up to $2.0B financing; company targeting full sanction construction decision Spring 2026 .
- Capital and partnerships: Raised $255M via strategic equity from Agnico Eagle ($180M) and JPMorgan ($75M) with warrants, priced at $23.30/share, strengthening balance sheet and reducing financing risk . Executed related agreement with JPMorgan (Cherry signatory) .
- Strategic positioning: Company highlights Stibnite’s critical antimony supply for U.S. defense and high-grade gold profile; continued safety/ESG milestones (no lost time incidents; no reportable spills) .
Compensation Structure Analysis (signals)
- High at-risk mix: CEO target bonus 65% of salary and 100% corporate-weighted STIP; 2024 equity comprised PSUs with 3-year market-based vesting (no options), aligning compensation to multi-year outcomes .
- Retention and CoC terms: Unique Good Reason severance (35.88 months + 2.99× target bonus) materially above peer norms; combined with double-trigger equity acceleration post-CoC, retention risk is reduced in sale/transition scenarios but severance leverage is high if Good Reason is triggered .
- Ownership alignment: Current beneficial ownership is modest (1,160 shares) with requirement to build holdings to 3× salary within 5 years; unvested PSUs (100,000 target) create forward alignment but do not confer voting/economic rights until vesting .
Investment Implications
- Near-term selling pressure: No options and PSU-heavy LTI structure defer realizable value to 2027+; we did not identify Form 4 selling by Cherry in the filings reviewed (continue monitoring for insider activity) .
- Alignment vs. protection: Multi-year PSUs and ownership guidelines drive alignment, while robust Good Reason severance (and CoC equity acceleration) provide executive protection; governance mitigants include independent Chair, Lead Independent Director, fully independent compensation committee, and clawback/anti-hedging policies .
- Execution focus: 2025 achievements (Notice to Proceed, ground-breaking, strategic equity, EXIM progress) indicate execution momentum under Cherry; key watch items are financing close, construction ramp discipline, and PSU performance outcomes into 2027 .
Citations: All data above extracted from Perpetua’s 2025 Proxy (DEF 14A), Q2/Q3 2025 10-Qs, and 8-Ks/press releases: **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:13]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:16]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:17]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:28]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:30]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:31]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:35]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:36]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:40]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:41]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:42]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:43]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:45]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:47]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:48]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:51]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:52]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:53]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:55]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:56]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:57]** **[1526243_0001104659-25-030813_tm252465-1_def14a.htm:58]** **[1526243_0001104659-25-112609_ppta-20250930x10q.htm:27]** **[1526243_20251021VA03576:0]** **[1526243_20251027VA07144:0]** **[1526243_0001104659-25-103272_tm2529512d1_ex10-2.htm:13]** **[1526243_0001104659-25-050066_tm2515354d1_8k.htm:1]** **[1526243_20251117VA25740:0]**.