Marcelo Kim
About Marcelo Kim
Marcelo Kim (age 38) is an independent director and Chair of Perpetua Resources’ Board. He joined the Board on March 17, 2016, became Chair in 2020, and is a Partner at Paulson & Co. Inc. (since 2009) overseeing global macro and natural resource investments; he holds a B.A. in Economics with honors from Yale University (2009) . The Board has determined Mr. Kim to be independent under SEC, Nasdaq, and Canadian rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perpetua Resources (PPTA) | Director; Chair of the Board | Director since Mar 17, 2016; Chair since 2020 | Presides over executive sessions of independent directors |
| Paulson & Co. Inc. | Partner (oversees macro & natural resources) | Since 2009 | Paulson Investor Rights Agreement designates Mr. Kim as a Paulson nominee; amendment provides a Paulson nominee to serve as Chair |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| International Tower Hill Mines Ltd. (THM) | Chair of the Board | Public (NYSE American: THM) | Current public directorship |
| Ambri Inc. | Director | Private | Commercializing low-cost liquid metal battery technology |
Board Governance
- Independence: Independent director; Board concluded independence for Kim and majority of directors .
- Leadership: Serves as independent Chair; Lead Independent Director is Christopher J. Robison .
- Committee roles: Chair, Corporate Governance & Nominating; member, Technical Committee .
- Investor rights: Paulson has the right to designate two nominees while owning ≥20% and to have a nominee as Chair; current Paulson nominees are Kim and Andrew Cole .
- Executive sessions: Independent directors meet in executive session without management; Chair presides .
- Attendance (2024): See table below; Kim overall attendance 93% .
- Board/committee activity (2024): Board met 6x; Audit 4x; Compensation 5x; Corporate Governance & Nominating 4x; Technical 5x .
| Director | Board | Governance & Nominating | Technical | Total Meetings Attended | Attendance |
|---|---|---|---|---|---|
| Marcelo Kim | 6 of 6 (100%) | 4 of 4 (100%) | 4 of 5 (75%) | 14 | 93% |
Fixed Compensation
- Policy overview (2024): Non-executive directors generally receive retainers and DSUs; specific retainers include $22,080 annual cash retainer, plus chair/member retainers (e.g., Audit Chair $11,500; Lead Director $9,200) and discretionary DSU grants (7,731 DSUs) to non-executive directors other than Mr. Kim .
- Mr. Kim’s 2024 compensation: Elected to receive no director fees or equity awards as a Paulson nominee; also did not receive a chair retainer for Governance & Nominating .
| Component (2024) | Amount |
|---|---|
| Board retainer (cash) | $0 (elected none) |
| Committee chair/member fees | $0 (elected none) |
| Equity awards (DSUs/options) | $0 (elected none) |
| Total | $0 |
Performance Compensation
- Director equity structure: Directors generally receive DSUs; 2024 one-time DSU awards were granted to several directors, but Mr. Kim did not receive DSUs; the company did not grant options to directors in 2024; certain directors still hold outstanding 2021 options (notes) .
- Performance metrics: Director equity is not performance-based; DSUs typically vest immediately but are settled on separation from service .
| Metric Alignment | Detail |
|---|---|
| Options granted to directors in 2024 | None |
| DSUs to Kim in 2024 | None (elected not to receive) |
| Clawback policy (incentive-based compensation) | Adopted Nov 8, 2023; applies to executive officers; recoupment following a restatement |
Other Directorships & Interlocks
| Entity | Type | Capacity | Potential Interlocks/Notes |
|---|---|---|---|
| International Tower Hill Mines Ltd. (THM) | Public mining | Chair | Industry peer exposure; no disclosed related-party transactions with PPTA |
| Ambri Inc. | Private energy storage | Director | No disclosed related-party transactions with PPTA |
| Paulson & Co. Inc. | Investment manager | Partner | Paulson beneficially owns ~34.8% of PPTA; Paulson has Board nomination rights and Chair right |
Expertise & Qualifications
- Capital markets and natural resources investment expertise; commodities and economics background .
- Governance: Chairs Corporate Governance & Nominating; presides over independent sessions as Board Chair .
- Education: B.A. Economics, Yale University (2009) .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Marcelo Kim | — [no shares reported] | — | No individual DSUs/options disclosed for Kim in beneficial ownership table |
| Paulson & Co. Inc. and affiliates | 24,771,542 shares | 34.8% | Paulson has two Board designees and Chair right per Investor Rights Agreement |
| Director stock ownership guideline | 3x annual cash retainer; 5-year compliance window; DSUs count | n/a | As of Dec 31, 2024, all directors who served in 2024 had reached the minimum holding requirements |
| Hedging policy | Hedging of company securities prohibited without prior approval | n/a | Insider Trading Policy in place |
Governance Assessment
Key findings
- Independence and leadership: Kim is designated “independent” and serves as non-executive Chair, with executive sessions led by the Chair and a Lead Independent Director structure in place—supportive of oversight and board effectiveness .
- Attendance and engagement: Strong board and committee attendance overall (93%); Technical Committee attendance at 75% signals a modest shortfall vs. peers targeting 100% for key risk committees in a permitting-intensive phase .
- Alignment and incentives: Mr. Kim took no cash fees or equity in 2024 as a Paulson nominee; while this avoids direct cost to PPTA, it limits direct, personal “skin-in-the-game” disclosure at the Kim level; alignment is instead indirect via Paulson’s 34.8% stake and Board designation rights .
- Potential conflicts and controls: Paulson’s Investor Rights Agreement (two nominees and Chair) creates an influence concentration risk; however, the Board has a majority of independent directors, standing committees are fully independent (except Technical includes CEO), and related-party/conflict protocols and abstention procedures are disclosed .
Risk indicators & RED FLAGS
- Major shareholder influence: Paulson’s significant ownership (34.8%) and contractual rights (two nominees; Chair) elevate entrenchment and related-party risk; ongoing disclosure and committee independence partially mitigate this .
- Personal ownership opacity: Proxy shows no beneficial ownership reported for Kim personally (dash), while stating all directors met ownership guidelines; consider engaging investor relations for clarification on guideline calculation vs. disclosed holdings .
- Technical Committee attendance: 4/5 (75%)—watch for improvement given material permitting and ESG oversight responsibilities .
- Related-party exposure: No specific related-party transactions disclosed beyond the investor rights context; conflict-of-interest and abstention policies are described .
Signals supporting investor confidence
- Majority independent board and independent chairs of Audit, Compensation, and Governance; presence of Lead Independent Director .
- Majority voting policy for directors; separation of CEO and Chair roles; regular in-camera sessions .
- Clawback policy adopted in 2023; director and executive share ownership guidelines in place .
What to monitor
- Any changes to Paulson’s ownership or Investor Rights Agreement terms (e.g., triggers tied to ownership levels) .
- Future-year director compensation elections for Kim (cash vs DSUs) and any personal beneficial ownership updates .
- Committee attendance trends, especially Technical Committee during permitting and construction readiness milestones .
- Disclosures under “Certain Relationships and Related Person Transactions” in future filings for any new transactions .