Christopher Reynolds
About Christopher Reynolds
Christopher Reynolds is 61 and has served as a director of Paramount Gold Nevada Corp. (PZG) since February 2015; he is designated independent under NYSE American rules and is the Board’s “audit committee financial expert” . He is Vice President Finance and Chief Financial Officer of Seabridge Gold (TSX/NYSE) since May 2011, and holds a B.A. in Economics from McGill University and the CPA, CGA designation; prior roles include CFO positions at Norsemont Mining and Southern Era Diamonds, with earlier finance roles at Southern Platinum, TVX Gold, Inmet, and Price Waterhouse; he previously served as a director of Arizona Star Resource Corp. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seabridge Gold Inc. (TSX/NYSE) | VP Finance & CFO | May 2011–present | Senior finance leadership at large gold developer |
| Norsemont Mining Inc. | VP Finance & CFO | Oct 2007–Apr 2011 | Public mining issuer CFO |
| Southern Era Diamonds Inc. | SVP, CFO & Secretary | Prior to 2007 | Corporate finance leadership |
| Southern Platinum Corp.; TVX Gold Inc.; Inmet Mining Corp.; Price Waterhouse | Various finance/accounting roles | Prior | Big Four and mining finance experience |
| Arizona Star Resource Corp. | Director (prior) | Prior | Board experience in mining |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Seabridge Gold Inc. | VP Finance & CFO | May 2011–present | Seabridge is a significant PZG shareholder and holds an NPI on Grassy Mountain (see conflicts) |
Board Governance
- Independence: The Board determined Reynolds is independent under NYSE American Section 803A; he is the Board’s “audit committee financial expert” .
- Attendance: Board met 5 times in fiscal 2025; all directors attended at least 75% of Board and committee meetings; Board met 11 times in fiscal 2024 with ≥75% attendance by all directors .
- Leadership: Board separates Chair (non-executive) and CEO roles .
- Committees (current): See table below.
| Committee | Role | Fiscal Year |
|---|---|---|
| Audit Committee | Chair | 2025 |
| Corporate Governance & Nominating Committee | Member | 2025 |
| Search Committee | Member | 2025 |
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $20,000 policy | $20,000 policy | Policy for independent directors |
| Audit Committee Chair Retainer | $7,000 policy | $7,000 policy | Policy amount |
| Fees Earned (Cash) – Reynolds | Not disclosed (table not shown) | $27,000 | Matches $20k base + $7k chair |
Performance Compensation
| Instrument | FY 2024 | FY 2025 | Vesting/Terms |
|---|---|---|---|
| Stock Awards (shares) | 60,000 (non-chair directors) | 75,000 (non-chair directors) | 2024: 1/3 immediate, 1/3 after 1 year, 1/3 after 2 years ; 2025: immediate vest |
| Stock Awards (fair value) – Reynolds | Not disclosed | $26,550 | Aggregate grant-date fair value |
| Stock Options (exercisable) – Reynolds | 26,666 | 16,666 | Exercise price $1.12; expiration 12/17/2025 |
| Stock Options (unexercisable) – Reynolds | Not disclosed | 8,334 | Same grant, unvested portion |
| RSUs outstanding – Reynolds | 40,000 | 20,000 | 2025 RSUs vest 1/26/2026 |
Note: PZG’s director stock awards are service/time-based; no director-specific performance metrics are disclosed for equity grants .
Other Directorships & Interlocks
| Entity | Relationship to PZG | Reynolds Link | Potential Risk |
|---|---|---|---|
| Seabridge Gold Inc. | Shareholder: 3,638,413 shares as of 10/16/2025; 2,805,080 as of 10/17/2024 | CFO at Seabridge | Interlock: executive role at significant shareholder |
| Seabridge Gold Inc. | Net Profits Interest (10%) on certain Grassy Mountain claims; NPI put option (C$10M) | CFO at Seabridge | Conflicts: economic interest in PZG’s project |
| Sprott (Royalty & Streaming) | $15M secured royalty convertible debenture; liens on Grassy Mountain and Sleeper; ROFR on streams/royalties | None disclosed for Reynolds | Financing covenants; oversight via Independent Committee |
Governance safeguards: Related person transaction approvals by Audit Committee; director recusal required; Independent Committee authorizes financing terms .
Expertise & Qualifications
- Designations/Education: CPA, CGA; B.A. (Economics), McGill University .
- Financial Expertise: Designated “audit committee financial expert”; extensive public company CFO experience in mining .
Equity Ownership
| Metric | As of 10/17/2024 (Record Date: 66,058,111 sh.) | As of 10/16/2025 (Record Date: 78,338,726 sh.) |
|---|---|---|
| Common Shares Held | 81,100 | 176,100 |
| Options – Exercisable | 26,666 | 16,666 |
| RSUs | 40,000 | 20,000 |
| Ownership % of Outstanding | * (<0.5%) | * (<0.5%) |
Record date outstanding shares: 66,058,111 (FY 2024 proxy) ; 78,338,726 (FY 2025 proxy) . No pledging/hedging of PZG shares is disclosed for Reynolds; Code of Ethics and equity plan restrictions apply .
Governance Assessment
- Board effectiveness: Reynolds chairs Audit Committee and is the designated financial expert; committees and charters are in place; attendance thresholds met .
- Shareholder support: Reynolds received 98.46% approval in 2024 director elections (For 23,359,724; Withheld 365,902) .
- Alignment: Modest director pay; equity grants align with shareholder value creation; beneficial ownership is small (<0.5%) but includes RSUs/options .
- Conflicts & oversight: Seabridge interlock is a perceived conflict given shareholding and NPI on Grassy Mountain; company mitigates via independence affirmation, related party review/recusal, and Independent Committee for financings .
RED FLAGS
- Interlock with Seabridge: Reynolds is CFO while Seabridge is a significant shareholder and NPI holder on Grassy Mountain; potential for perceived conflicts in project economics and financing .
- Financing encumbrances: Sprott debenture secured on core assets with ROFR on future mineral interests; increases complexity and could constrain strategic options .
- Going concern risk: FY2025 10-K flags substantial doubt about PZG’s ability to continue as a going concern, requiring continued access to capital—heightens scrutiny on Audit Committee oversight .
Say-on-Pay & Shareholder Feedback
- 2025 AGM agenda includes advisory vote on executive compensation and the frequency of future say-on-pay; Board recommends “FOR” and triennial frequency; results not yet disclosed .
- 2024 AGM reported director election results; no say-on-pay vote held that year .
Related Party Transactions
- Policy: Audit Committee approves all related party transactions; directors must recuse if interested .
- Seabridge NPI & put option on Grassy Mountain; potential related party exposure given Reynolds’ Seabridge role .
- Sprott debenture and ROFR, secured by project assets; monitored by Independent Committee .
Compensation Structure Analysis (Director)
| Observation | Detail |
|---|---|
| Cash vs equity mix | FY2025 cash fees $27k; stock awards fair value $26,550; roughly balanced cash/equity for non-chair directors |
| Grant design | 2024 grants had staggered vesting (1/3 immediate, 1/3 year 1, 1/3 year 2); 2025 grants vested immediately—shift toward quicker vesting |
| Options | Legacy options expiring 12/17/2025 at $1.12; limited option exposure remains |
| Ownership guidelines | Not disclosed for directors |
Equity Ownership & Alignment (Detail)
| Category | Vested vs Unvested | Notes |
|---|---|---|
| Options | 16,666 vested (2025); 8,334 unexercisable; strike $1.12; expiry 12/17/2025 | |
| RSUs | 20,000 unvested vesting 1/26/2026 (2025); prior 40,000 in 2024 | |
| Pledging/Hedging | None disclosed; plan/charter restrictions apply |
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | Expertise contribution |
|---|---|---|
| Audit | Chair | Financial reporting oversight; liaison to external auditors; designated financial expert |
| Corporate Governance & Nominating | Member | Governance practices, board composition recommendations |
| Search | Member | Executive/director recruitment |
Performance & Track Record Signals
- Director election support: 98.46% approval in 2024 indicates strong shareholder confidence .
- Project permitting: State EE completed and BLM NOI issued in 2024–2025; Audit Committee oversight relevant for disclosures and risk management .
Governance Summary
- Strengths: Independent audit chair with deep mining finance expertise; robust committee framework; high shareholder support .
- Watch items: Seabridge interlock and NPI on Grassy Mountain; financing constraints from Sprott debenture; going concern disclosures—board should ensure robust recusal practices and independent review of all decisions touching Seabridge or royalty/stream terms .