John Carden
About John Carden
Independent director with over 40 years in exploration management, teaching, and research; age 77; on Paramount Gold Nevada’s board since February 2015 (previously director of Paramount Gold and Silver Corp. 2006–2015). PhD in geology from the Geophysical Institute at the University of Alaska (1978), B.Sc. and M.Sc. in geology from Kent State; Licensed Professional Geologist in Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Echo Bay Mines | Director of U.S. Exploration | 1992–1998 | Led U.S. exploration programs |
| Echo Bay Mines | Senior Exploration Geologist | Pre‑1992 | Exploration leadership |
| Exxon Minerals; Atlas Precious Metals; Tenneco | Senior Exploration Geologist | Various | Exploration roles |
| Paramount Gold and Silver Corp. | Director | 2006–2015 | Board service pre‑merger |
| Otis Gold Corp. | Geologic consultant | 2008–2017 | Managed exploration programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various junior resource companies (TSX‑V) | Director | Since 2001 | Multiple junior resource boards |
| State of Washington | Licensed Professional Geologist | Current | Professional licensure |
Board Governance
- Independence: Board determined Dr. Carden is independent under NYSE American Section 803A and Rule 16b‑3; Board majority is independent .
- Attendance: Board met 5 times; each director attended ≥75% of board and ≥75% of committee meetings; Audit met 4 times; Compensation and Corporate Governance & Nominating met once; Independent and Technical Committees did not meet in FY2025 .
| Committee | Role |
|---|---|
| Corporate Governance & Nominating | Chair |
| Independent Committee | Chair |
| Audit Committee | Member |
| Compensation Committee | Member |
| Search Committee | Member |
| Technical Committee | Not a member |
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $20,000 | Independent director cash retainer policy |
| Committee chair fee (CG&N) | $5,000 | CG&N chair retainer policy |
| Cash fees (total paid) | $25,000 | Actual fees earned by Carden |
| Director stock awards (grant‑date fair value) | $26,550 | Non‑chair, non‑employee director stock award; 75,000 shares, vested immediately |
| Total (cash + equity) | $51,550 | FY2025 director compensation |
Policy reference:
- Audit Committee chair retainer $7,000; Technical and CG&N chairs $5,000; Chairman of the Board $40,000 .
Performance Compensation
| Award Type | Grant/Status | Quantity | Strike/Value | Vesting/Expiration | Conditions |
|---|---|---|---|---|---|
| Stock award | FY2025 granted | 75,000 | $26,550 grant‑date fair value | Vested immediately | Board remuneration plan |
| RSUs | Outstanding at FY2025 | 20,000 | $8,000 “market units” | Vest on Jan 26, 2026 | Time‑based vesting |
| Options | Exercisable | 16,666 | $1.12 strike | Expires Dec 17, 2025 | Standard terms |
| Options | Unexercisable | 8,334 | $1.12 strike | Expires Dec 17, 2025 | Standard terms |
Plan safeguards:
- No repricing without stockholder approval; exercise price ≥ fair market value at grant; options max 5‑year term .
Other Directorships & Interlocks
| Person | External Affiliation | Potential Interlock/Influence |
|---|---|---|
| Rudi Fronk (Chair) | Chairman & CEO, Seabridge Gold | Seabridge is a 4.7% stockholder in PZG |
| Christopher Reynolds | CFO, Seabridge Gold | Audit chair; Seabridge executive |
| Eliseo Gonzalez‑Urien | Director & consulting geologist, Seabridge Gold | Board member at Seabridge |
| Seabridge Gold Inc. | Shareholder | Holds 3,638,413 shares (4.7%); creates related‑party considerations |
Note: Dr. Carden is independent and chairs the Independent Committee tasked with approving financing terms and related‑party participation; directors with interests must recuse from decisions .
Expertise & Qualifications
- PhD Geologist with deep exploration leadership; roles at Echo Bay Mines, Exxon Minerals, Tenneco, Atlas Precious Metals .
- Licensed Professional Geologist (Washington) .
- Governance experience as chair (CG&N, Independent) and member (Audit, Compensation) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 201,666 shares | <0.5% of 78,338,726 outstanding |
| Common shares held | 165,000 | Direct holdings |
| Options – exercisable | 16,666 | $1.12 strike; exp. 12/17/25 |
| Options – unexercisable | 8,334 | $1.12 strike; exp. 12/17/25 |
| RSUs (unvested) | 20,000 | Vest 01/26/2026 |
| Shares pledged | Not disclosed | No pledging disclosure identified |
| Section 16 compliance | Compliant | Insiders timely filed FY2025 |
Governance Assessment
-
Strengths:
- Independent director with strong technical/exploration expertise; chairs CG&N and Independent Committees; serves on Audit and Compensation—supports board effectiveness and oversight .
- Attendance at ≥75% of board and committee meetings; active engagement .
- Equity ownership and annual stock awards provide alignment; options near expiration limit windfall risk; plan prohibits repricing without shareholder approval .
-
Risks/RED FLAGS:
- Interlocks: Multiple PZG directors are executives/directors of Seabridge Gold, a significant shareholder (4.7%); potential conflicts in financing or transactions require robust Independent Committee oversight (Carden chairs) .
- Independent and Technical Committees did not meet in FY2025; if related‑party or technical oversight needs arise, inactivity could be a concern without documented actions .
- Director stock‑based compensation for the group rose materially YoY ($168,848 vs. $63,006), indicating increased equity use; while aligning incentives, immediate vesting of 75,000 shares per director reduces performance linkage .
-
Other observations:
- Board recommends triennial Say‑on‑Pay frequency; continued investor focus on pay/performance alignment will be important as equity programs expand .
- Related‑party transaction policy requires Audit Committee approval and director recusal; Carden’s Independent Committee mandate explicitly includes related‑party participation approvals—key mitigant for interlock risks .