Rudi Fronk
About Rudi Fronk
Rudi Fronk (age 66 as of November 1, 2025) is the non-executive Chairman of Paramount Gold Nevada Corp. (PZG) and an independent director with over 30 years in the gold sector. He holds a B.S. in Mining Engineering and an M.S. in Mineral Economics from Columbia University; he joined PZG’s Board in January 2017 and was appointed Chairman on October 11, 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paramount Gold Nevada Corp. | Director | Jan 2017–present | Compensation Committee Chair; Corporate Governance & Nominating member; Search Committee Chair |
| Paramount Gold Nevada Corp. | Non-Executive Chairman | Oct 11, 2019–present | Board leadership separated from CEO; annual assessment of structure |
| Seabridge Gold Inc. | Co-founder; Chairman & CEO | 1999–present | Built a large gold/copper resource base; noted US$2.2B market cap and >50Moz gold reserves |
External Roles
| Organization | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Seabridge Gold Inc. | Chairman & CEO | 1999–present | Seabridge beneficially owns 3,638,413 PZG shares (4.7%), creating an ownership interlock |
Board Governance
- Independence: The Board determined Mr. Fronk is independent under NYSE American rules and Rule 16b-3; he serves as non-Executive Chairman, separate from the CEO role .
- Attendance: In FY2025, the Board met 5 times; each director attended ≥75% of Board and applicable committee meetings .
- Committee membership and activity:
- Compensation Committee: Chair; met once in FY2025; responsibilities include CEO evaluation, setting executive/director compensation, administering equity plans; committee report signed by Fronk (Chair) .
- Corporate Governance & Nominating Committee: Member; all members independent; met once .
- Search Committee: Chair; committee currently constituted (frequency not disclosed) .
- Audit Committee: Not a member; Audit met 4 times; Reynolds designated as financial expert .
- Independent Committee: Not a member; did not meet in FY2025; authorized to approve offering participation by related parties if deemed advisable .
- Technical Committee: Not a member; did not meet in FY2025 .
| Committee | Fronk’s Role | FY2025 Meetings | Key Notes |
|---|---|---|---|
| Compensation | Chair | 1 | Oversees executive comp; administers bonus/equity plans; signed committee report |
| Corporate Governance & Nominating | Member | 1 | All members independent; board composition/governance oversight |
| Search | Chair | n/a | Active committee; chairs alongside Reynolds and Carden |
| Audit | Not a member | 4 | Financial expert on committee is Reynolds |
| Independent | Not a member | 0 | Can approve related-party participation in offerings |
| Technical | Not a member | 0 | Focus on ESG/project development oversight |
Fixed Compensation
| Name | Fees Earned (Cash) | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| Rudi Fronk | $40,000 | $0 | $0 | $40,000 |
- In 2025, each non-chair, non-employee director was granted 75,000 stock awards vested immediately; as Chair, Fronk did not receive this equity and was compensated in cash only .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| None disclosed for FY2025 | — | — | — | — | — |
- Fronk’s FY2025 proxy line shows $0 in Stock Awards and Option Awards, indicating no director equity grant to him that year .
Other Directorships & Interlocks
| Company | Role | Ownership Link to PZG | Conflict Mitigation |
|---|---|---|---|
| Seabridge Gold Inc. | Chairman & CEO | Seabridge owns 3,638,413 PZG shares (4.7%) | Related-person transactions are reviewed/approved by the Audit Committee; directors with an interest must recuse; Independent Committee can approve related-party participation in offerings |
Expertise & Qualifications
- Mining engineering and mineral economics credentials (Columbia University) and 30+ years experience in public gold exploration/development leadership .
- Governance leadership as non-executive Chair and Compensation Committee Chair; board structure separation from CEO assessed annually .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Components |
|---|---|---|---|
| Rudi Fronk | 382,183 | 0.5% | Footnote indicates “Consists of (i) 382,183 shares of common stock” |
- As of the record date (October 16, 2025), PZG had 78,338,726 shares outstanding; percentages reflect Rule 13d-3 calculations .
- No options/RSUs are disclosed for Fronk in the beneficial ownership footnote, and he is not listed in the Outstanding Equity Awards table (others have options/RSUs), suggesting no outstanding director equity awards for Fronk as of FY2025 .
Insider Trades
| Period | Form 4 Transactions (Fronk) | Note |
|---|---|---|
| 2024–2025 | None found | Section 16(a) filing compliance reported by the company for FY2025 |
Governance Assessment
-
Strengths:
- Independent, non-executive Chair; clear separation from CEO; high-level governance roles including Compensation Committee Chair and Nominating Committee member .
- Committee interlocks: Compensation Committee members (incl. Fronk) are not current/former officers and had no Item 404 related-person transactions requiring disclosure, supporting independence .
- Attendance: At least 75% of Board and committee meetings; Board met five times; Audit met four times, indicating a functioning oversight cadence .
- Chair compensation structure is cash-only, avoiding immediate equity grants that went to non-chair directors; alignment supported via personal shareholding .
-
Potential RED FLAGS:
- Seabridge interlock: Fronk is Seabridge’s Chairman/CEO while Seabridge holds 4.7% of PZG; ownership interlock could influence financing or strategic decisions. Mitigants include Audit Committee approval and director recusal for related-party items, but monitoring is warranted .
- Committee activity levels: Compensation (1 meeting), Corporate Governance (1), Independent and Technical (0) in FY2025; low frequency may indicate limited formal oversight cadence in certain areas .
- Plan amendment powers: The 2016 equity plan allows the Board to amend vesting/terms without shareholder approval in many cases; while common in small issuers, this reduces shareholder control over equity compensation design .
- Independent Committee authority to approve related-party participation in offerings could allow insider participation in financings; robust recusal and disclosure are essential to avoid conflicts .