Mckinsey Lyon

About Mckinsey Lyon

Mckinsey M. Lyon is Vice President — External Affairs at Perpetua Resources (PPTA), age 44 as of the 2025 proxy record date, and joined Perpetua in 2017 after consulting for the company for six years; she leads direct advocacy and social license development for the Stibnite Gold Project with expertise in government relations, stakeholder engagement, messaging, and media communications . Prior to Perpetua, she was a partner at Gallatin Public Affairs, advising clients across lobbying and public relations to achieve business goals . The company operates in permitting and project development and does not disclose executive-specific TSR, revenue, or EBITDA performance attribution for Lyon; Perpetua provides scaled-down executive compensation disclosure focused on named executive officers (NEOs) only .

Past Roles

External Roles

Fixed Compensation

• Perpetua uses scaled-down disclosure for smaller reporting/emerging growth companies, publishing compensation details only for NEOs (CEO, CFO, VP Projects, former CEO); Lyon is an executive officer but not a disclosed NEO, so her base salary and cash bonus details are not provided .
• The Compensation Committee oversees executive pay levels, risk alignment, use of consultants, and held five meetings in 2024 .

Performance Compensation

• Company STIP structure centers on Board-approved corporate objectives annually; for 2024, objectives emphasized permitting progress (FEIS/Record of Decision), ASAOC Phase 1 budget discipline, construction readiness, DoD antimony program delivery, stakeholder support/social license, safety/sustainability, and financial management .
• STIP target percentages disclosed for NEOs in 2024 were 65% of salary for CEO (100% corporate objectives), 35–50% of salary for other NEOs with 80% corporate and 20% individual objectives; Lyon’s specific STIP targets are not disclosed .
• Clawback policy adopted November 8, 2023 mandates recoupment of incentive-based compensation after restatements per SEC/Nasdaq rules (applies to executive officers) .

Equity Ownership & Alignment

• Executive stock ownership guidelines require 2x annual base salary for all executive officers other than CEO (CEO: 3x); executives have five years to reach compliance and must retain at least 50% of net shares from compensatory awards until compliant; eligible holdings include directly/indirectly owned shares and unvested time-based RSUs .
• Hedging of company securities by directors, officers, employees, and household members is prohibited without prior approval; insider trading policy governs trading behavior; no pledging policy is explicitly disclosed in the proxy .
• Beneficial ownership table in 2025 proxy lists NEOs and directors; Lyon’s individual holdings are not itemized due to scope limited to NEOs/directors; all directors and executive officers as a group held 1,058,833 shares (1.5% of class) as of March 21, 2025 .
• No Form 4 filings were found for PPTA in our query, limiting visibility into recent insider transactions for Lyon [ListDocuments type 4: none].

Employment Terms

• Omnibus Equity Incentive Plan governs RSUs/PSUs: time-based RSUs typically vest in three equal annual installments; upon termination without cause within 12 months following change-in-control, unvested RSUs immediately vest; death/disability trigger full vesting; retirement provides pro-rata vesting; these plan-level provisions apply broadly to participants (including executive officers) but Lyon’s specific grants are not disclosed .
• Legacy 2011 Evergreen Stock Option Plan provided immediate vesting of unvested incentive stock options upon change of control; options had five-year terms in practice and post-termination exercise windows; new option grants ceased after adoption of Omnibus Plan in 2021 .
• Employment agreements with NEOs include severance/economics not specifically disclosed for Lyon: typical terms provide 12 months’ severance and prior-year bonus if terminated without cause or upon change of control; “Good Reason” within 12 months post-CoC triggers severance and target bonus (Mr. Cherry has enhanced terms); payments made in lump sum within 60 days .

Investment Implications

• Alignment: Executive ownership guidelines (2x salary) and mandatory 50% net-share retention until compliant, combined with hedging restrictions and clawback, support long-term alignment and reduce near-term selling pressure risk for executive officers including Lyon .
• Retention/CoC risk: Omnibus Plan’s double-trigger RSU acceleration (termination without cause within 12 months post-CoC) can reduce retention risk in a transaction but may create incentives around employment status in event-driven scenarios; legacy options also accelerate under certain CoC definitions .
• Performance linkage: Corporate objectives emphasize permitting, stakeholder engagement, and safety—areas directly influenced by Lyon’s remit; pay-for-performance evaluation for Lyon is constrained by lack of disclosed STIP/PSU specifics for her, but NEO disclosures indicate equity-heavy incentives with three-year market-based PSUs, which likely inform broader executive incentives .
• Trading signals: Absence of reportable Form 4 activity for PPTA limits visibility on recent insider selling/buying; monitor proxies and 8-Ks for any changes in executive status, awards, or policies, and watch permitting milestones (FEIS/Record of Decision) as key variables tied to corporate objectives and potential PSU outcomes [ListDocuments type 4: none] .