Pierre Pelletier
About Pierre Pelletier
Independent director of Paramount Gold Nevada Corp. (PZG) since September 2016; age 56 as of November 1, 2025. Environmental engineer with an MBA from Queen’s University; extensive experience leading environmental and social impact work for mining/oil & gas clients. Current independence affirmed under NYSE American rules; serves on multiple board committees including as Technical Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Environmental Resources Management (ERM) Canada Ltd. | Managing Director | 2012–2016 | Led environmental/ESG consulting for mining and oil & gas; managed complex E&S impact projects . |
| Rescan Environmental Services Ltd. | President & COO | 2010–2012 | Operational leadership of environmental consulting practice . |
| Rescan Environmental Services Ltd. | Project Manager | 1998–2009 | Managed projects and technical development for mining clients . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| None disclosed | — | PZG proxy biographies list executive/consulting roles but no other public company directorships for Pelletier . |
Board Governance
- Independence: Board has determined Pelletier is independent under NYSE American Section 803A; he also qualifies as a non-employee director under Rule 16b-3 .
- Committee assignments (FY2025): Audit (member), Corporate Governance & Nominating (member), Independent Committee (member), Technical Committee (Chair); Search Committee does not include Pelletier .
- Attendance and engagement: In FY2025 the Board met 5 times; each director attended ≥75% of board and applicable committee meetings. Audit met 4 times; Compensation and Corporate Governance each met once; Independent and Technical Committees did not meet in FY2025 .
- Leadership structure: Non-executive Chairman (Rudi Fronk) separate from CEO (Rachel Goldman) .
Fixed Compensation
| Component | Policy | Pelletier (FY2025) |
|---|---|---|
| Board cash retainer | $20,000 per independent director . | $20,000 fees earned/paid in cash . |
| Committee chair retainers | Audit Chair $7,000; Technical Chair $5,000; Corporate Governance & Nominating Chair $5,000; Board Chair $40,000 . | Pelletier is Technical Chair; Director compensation table shows $20,000 total cash for Pelletier in FY2025 . |
| Equity (FY2025) | Grant size | Vesting | Grant-date fair value | Pelletier (FY2025) |
|---|---|---|---|---|
| Annual director stock award (non-chair, non-employee) | 75,000 shares | Vested immediately | $26,550 | $26,550 total stock awards; immediate vesting . |
Total FY2025 director compensation for Pelletier: $46,550 (cash + equity) .
Performance Compensation
| Instrument | Quantity | Vesting/Performance Condition | Terms |
|---|---|---|---|
| Annual board stock award (2025) | 75,000 | Time-based; vested immediately (no performance condition) . | Equity aligns directors but lacks explicit performance hurdles. |
| RSUs outstanding (FY2025 YE) | 20,000 | Time-based; vest January 26, 2026 . | Standard director RSU vesting cadence. |
| Stock options outstanding (FY2025 YE) | 16,666 exercisable; 8,334 unexercisable | Standard terms; not performance-based | Strike $1.12; expiration 12/17/2025 . |
Additional plan governance:
- No option repricing without shareholder approval (anti-dilution exceptions only) .
- Insider participation cap: awards to insiders limited to 10% of shares outstanding (one-year/any time) under equity plans .
Other Directorships & Interlocks
| Entity | Relationship | Details and potential interlock/conflict vector |
|---|---|---|
| Seabridge Gold Inc. (SAG) | PZG shareholder | Beneficial owner of 3,638,413 PZG shares (4.7%) as of Oct 16, 2025 . |
| Seabridge Gold Inc. | Shared board/management ties | PZG’s Chair Rudi Fronk is Chairman & CEO of Seabridge . PZG director Christopher Reynolds is Seabridge’s CFO . PZG director Eliseo Gonzalez‑Urien serves on Seabridge’s board and consults to Seabridge . |
- Independent Committee authority includes approving financing terms and participation by related parties (officers, directors, significant shareholders), which mitigates but does not eliminate interlock risk .
Expertise & Qualifications
- Environmental/ESG and permitting expertise; 20+ years leading environmental and social impact projects in mining and energy; MBA from Queen’s University; environmental engineer .
- Committee experience spans Audit, Governance, Independent, and Technical oversight; Technical Committee Chair role aligns with PZG’s development-stage risk profile .
Equity Ownership
| Metric | FY2024 (record date Oct 17, 2024) | FY2025 (record date Oct 16, 2025) |
|---|---|---|
| Shares held directly | 45,000 | 140,000 |
| Options exercisable | 26,666 | 16,666 |
| RSUs | 40,000 | 20,000 |
| Total beneficial ownership (shares) | 111,666 | 176,666 |
| Ownership as % of outstanding | <0.5% of 66,058,111 shares | <0.5% of 78,338,726 shares |
Option and RSU detail (FY2025 year-end):
- Options: 16,666 exercisable; 8,334 unexercisable; strike $1.12; expire 12/17/2025 .
- RSUs: 20,000 vest on January 26, 2026 .
Insider Trading & Section 16
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY2025) | Company reports directors/officers and >10% holders complied with filing requirements on a timely basis . |
| Specific Form 4 transactions | Not itemized in the proxy; refer to SEC EDGAR for individual filings . |
Governance Assessment
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Strengths
- Independent director with deep environmental, permitting, and technical governance expertise; serves as Technical Committee Chair and Audit Committee member, enhancing board oversight of project and financial risks .
- Confirmed independence; attended ≥75% of board/committee meetings; broad committee coverage suggests high engagement .
- Director pay is modest and includes equity; 2025 equity awarded immediately aligns ownership, while plan includes no-repricing protections and insider award caps—shareholder-friendly features .
-
Risks and potential conflicts
- RED FLAG: Concentrated interlocks with Seabridge Gold—PZG’s Chair (Fronk), a director (Reynolds), and another director (Gonzalez-Urien) hold senior roles/board seats at Seabridge, which also owns ~4.7% of PZG. This may influence financing/strategic decisions; Independent Committee oversight partially mitigates risk .
- RED FLAG: Technical and Independent Committees did not meet in FY2025, despite being key to development-stage oversight; may indicate limited formal committee activity even with Pelletier as Technical Chair .
- Director equity awards in 2025 vested immediately without performance conditions; weaker pay-for-performance linkage for directors versus time/conditioned vesting in 2024 .
- Board recommends triennial Say-on-Pay frequency, which can reduce cadence of shareholder feedback on compensation structures .
-
Context for incentives (executive program insight)
- Executive RSUs feature operational and market-based metrics (permitting milestones and relative share performance vs a 13-company peer set), showing stronger P4P at management level even if director awards are largely time-based .
Notes on Compensation Structure (directors vs. executives)
- Director cash retainers: $20,000 standard; committee chair retainers (Audit $7k; Technical $5k; Governance $5k); equity annual grants to non-chair, non-employee directors (60,000 shares in 2024 with staged vesting; 75,000 in 2025 vesting immediately) .
- Executive pay overview (for context): Base salaries (e.g., CEO $240k, CFO $210k in 2025), target/actual bonuses and RSUs with explicit performance/operational criteria, and change-in-control/severance terms; robust linkage to permits and relative TSR .
Overall: Pelletier brings relevant E&S/technical oversight and meets independence and attendance standards. Primary governance risk stems from Seabridge interlocks and the 2025 immediate-vesting director equity. Monitoring Independent and Technical Committee cadence, financing decisions (especially with related parties), and future director equity structures is advisable .