Robert Dean

About Robert Dean

Robert Dean (age 53) is an independent director of Perpetua Resources Corp. (PPTA) since December 4, 2020, and currently serves as Chair of the Audit Committee and member of the Corporate Governance & Nominating Committee . He has 30+ years in corporate finance and strategy, including as Managing Director and equity partner at Allen & Company LLC (1995–2015) and portfolio manager of a $1B fund, with prior experience at Merrill Lynch; he also led Ada Sand & Gravel (2019–2024) and co-owns Premier Aggregates Holdings, LLC, and holds a B.A., cum laude, in Economics and Public Policy from Duke University . The Board identifies him as “independent” under SEC, Nasdaq and Canadian rules, and as its SEC-defined Audit Committee “financial expert,” signaling strong governance credentials .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Dean is independent under SEC/Nasdaq and Canadian rules; he sits on fully independent Audit and Corporate Governance & Nominating committees .
• Committee roles: Audit Committee Chair; Corporate Governance & Nominating Committee member; Board confirms he is an SEC “audit committee financial expert” .
• Attendance: 2024 attendance was 100% across Board (6/6) and committees (Audit 4/4; Corporate Governance & Nominating 4/4); total 14 meetings, 100% attendance .
• Board leadership: Chair is Marcelo Kim (independent); Lead Independent Director is Christopher J. Robison; independent directors meet in executive session regularly .
• Risk oversight: Audit Committee covers financial reporting, controls, compliance, cybersecurity; Compensation oversees pay/succession; Governance oversees corporate governance; Technical oversees EHS and sustainability .

Fixed Compensation

Notes:

• Directors elected to receive retainers in DSUs; Dean elected DSUs and received 5,770 DSUs in lieu of cash retainers in 2024 (settle upon separation) .
• All directors met stock ownership guideline minimums by Dec 31, 2024 .

Performance Compensation

• Directors also had a standard discretionary DSU program in 2024; Dean’s stock awards column reflects the one-time DSU award described in footnote (3) .
• No option grants to directors in 2024; options outstanding from 2021 remain per prior plan mechanics .

Other Directorships & Interlocks

Context:

• Paulson & Co. holds ~34.8% of PPTA and has rights to designate two Board nominees (Kim, Cole), with Chair role designated; Dean is not a Paulson designee .

Expertise & Qualifications

• Corporate finance, strategy, capital markets, investment analysis; audit/accounting literacy; designated SEC “audit committee financial expert” .
• Industry exposure: natural resources and operations oversight via aggregates leadership; governance capability on Audit and Governance committees .

Equity Ownership

• Director stock ownership guidelines: minimum of 3x annual cash retainer; compliance measured annually; all directors met minimums by 12/31/2024 .
• Hedging/pledging: Hedging transactions require prior approval; hedging generally prohibited; no pledging disclosed .

Governance Assessment

• Strengths:
  • Independence and expertise: Independent director; SEC “financial expert” leading Audit; strong attendance (100%) enhances oversight credibility .
  • Ownership alignment: Material DSU holdings that settle only upon separation; compliance with director ownership guidelines; retainers taken in DSUs indicate alignment .
  • Controls and policies: Robust clawback policy (2023); insider trading and anti-hedging policy; regular executive sessions; majority voting policy .
• Potential Risks/Context:
  • Concentrated shareholder influence: Paulson’s 34.8% stake and board designee rights (including Chair) are structural considerations for independence dynamics; Dean is not a Paulson nominee .
  • Related-party exposure: Company disclosed no related person transactions ≥$120,000 since Jan 1, 2024; Governance & Nominating oversees such matters case-by-case .
• Red Flags: None disclosed regarding related-party transactions, low attendance, legal proceedings, or hedging/pledging .

Implication: Dean’s profile supports investor confidence in financial oversight (audit chair, expert designation, full attendance) with equity-based alignment via DSUs; the overarching influence of a large shareholder should be monitored but does not directly implicate Dean’s independence or committee effectiveness based on current disclosures .

Appendix: Attendance Detail (2024)