Samantha Espley
About Samantha Espley
Independent director since July 2022; age 60 (as of Nov 1, 2025). Senior mining engineer and certified corporate director with three decades of leadership across Vale (1990–2020, including Corporate Director, Technology & Innovation), BESTECH (2020–2022 VP of Mining), and Stantec (2022–present Senior Executive Advisor, Energy & Mines). Holds BASc (University of Toronto) and MASc (Laurentian University); licensed professional engineer; Fellow and President‑Elect of the Canadian Academy of Engineering; past President of the Canadian Institute of Mining. Current external public-company directorships: Northern Graphite (2024–present) and Eldorado Gold (2025–present).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vale | Corporate Director, Technology & Innovation (among technical, operating, corporate roles) | 1990–2020 | Technology and innovation leadership in global mining context |
| BESTECH | Vice‑President, Mining | 2020–2022 | Operational and engineering leadership |
| Stantec | Senior Executive Advisor, Energy & Mines | 2022–Present | Advisory on energy/mining programs and processes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northern Graphite Corporation | Director | 2024–Present | Mining industry governance |
| Eldorado Gold Corporation | Director | 2025–Present | Gold mining industry governance |
| Canadian Mining Hall of Fame | Director | 2024–Present | Sector stewardship |
| Canadian Institute of Mining | Past President | Not disclosed | Professional society leadership |
| Canadian Academy of Engineering | Fellow; President‑Elect | Not disclosed | Professional recognition |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Determined independent under NYSE American Section 803A and non‑employee director definition (Rule 16b‑3); board majority independent |
| Board/committee attendance | Each director attended ≥75% of board and committee meetings in FY2025; board met 5 times in FY2025 |
| Prior year meetings | Board met 11 times in FY2024; ≥75% attendance threshold met |
| Committee memberships (Espley) | Corporate Governance & Nominating (member); Independent Committee (member); Technical Committee (member) |
| Committee activity FY2025 | Audit (4 meetings), Governance (1), Compensation (1); Independent and Technical committees did not meet in FY2025 |
| Board leadership | Non‑Executive Chair (Rudi Fronk) separate from CEO (Rachel Goldman) |
Committee Roster and Chairs (FY2025)
| Committee | Members | Chair |
|---|---|---|
| Corporate Governance & Nominating | Carden; Fronk; Reynolds; Gonzalez‑Urien; Pelletier; Espley | Carden |
| Independent Committee | Carden; Pelletier; Espley | Carden |
| Technical Committee | Pelletier; Gonzalez‑Urien; Espley | Pelletier |
| Audit | Reynolds; Carden; Pelletier | Reynolds |
| Compensation | Fronk; Gonzalez‑Urien; Carden | Fronk |
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Fees earned or paid in cash (USD) | $20,000 |
| Stock awards grant‑date fair value (USD) | $26,550 |
| Option awards (USD) | $— |
| Total (USD) | $46,550 |
Director Cash Retainer Policy (Structure)
| Role | Cash retainer (USD) |
|---|---|
| Independent director annual retainer | $20,000 |
| Audit Committee Chair (additional) | $7,000 |
| Technical Committee Chair (additional) | $5,000 |
| Corporate Governance & Nominating Chair (additional) | $5,000 |
| Chairman of the Board | $40,000 |
Performance Compensation
| Award Type | FY2024 Terms | FY2025 Terms |
|---|---|---|
| Annual stock awards to non‑chair directors | 60,000 shares; vesting: 1/3 immediate, 1/3 after 1 year, 1/3 after 2 years | 75,000 stock awards; vested immediately |
| RSUs (outstanding year‑end) | RSUs vest on Jan 26, 2025 and Jan 26, 2026 (general schedule) | 20,000 RSUs for Espley; vest Jan 26, 2026 |
| Stock options (vesting/performance) | Options vest and become exercisable upon receipt of final permits for Grassy Mountain Project (performance/milestone condition) | Espley: 50,000 options exercisable at $0.60; expiration 06/01/2027 |
Notable design signals: shift from multi‑year vesting in FY2024 to immediate vesting in FY2025 for non‑chair director stock awards, reducing retention cadence; options include project permit milestone vesting (FY2024), tying value realization to regulatory progress.
Other Directorships & Interlocks
| Company | Role | Industry overlap with PZG |
|---|---|---|
| Eldorado Gold Corporation | Director | Gold mining (industry overlap; no related‑party transactions disclosed in proxy) |
| Northern Graphite Corporation | Director | Mining (graphite; no PZG transactions disclosed) |
Related‑party safeguards: Audit Committee must approve related‑party transactions; directors with an interest must recuse; Compensation Committee reported no Item 404 related‑person transactions among its members (Espley is not on that committee). No Espley‑specific related‑party transactions disclosed.
Expertise & Qualifications
- Engineering degrees (BASc, University of Toronto; MASc, Laurentian); licensed professional engineer.
- Deep technical/operating leadership at Vale; executive roles at BESTECH and advisory at Stantec spanning environmental, social, and project development focus areas.
- Professional recognition: Fellow and President‑Elect, Canadian Academy of Engineering; past President, Canadian Institute of Mining.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 200,000 (includes shares, options, RSUs) |
| Percent of class | * (<0.5% of 78,338,726 shares outstanding as of Oct 16, 2025) |
| Shares held directly | 130,000 |
| Options exercisable | 50,000 (strike $0.60; exp 06/01/2027) |
| RSUs outstanding | 20,000 (vest Jan 26, 2026) |
| Shares pledged/hedged | Not disclosed |
Section 16 compliance: All Section 16 insiders, including directors, filed ownership reports timely for year ended June 30, 2025.
Governance Assessment
- Independence and engagement: Confirmed independent; participates across governance‑critical committees (Governance & Nominating; Independent; Technical); met ≥75% attendance threshold in FY2025; committees active with Audit/Comp/Governance meetings; Independent/Technical did not meet, a monitoring point for committee workload.
- Skills fit: Engineering and project development expertise aligns with Technical Committee mandate to oversee environmental/social/process programs and project development risks/resources.
- Pay structure and alignment: FY2025 mix of $20k cash and $26.6k equity; ownership includes 130k shares plus options/RSUs. Equity mix supports alignment, though immediate vesting of FY2025 stock awards reduces longer‑term retention versus FY2024’s staged vesting; options tied to permitting milestones (FY2024) promote performance linkage.
- Interlocks and conflicts: Concurrent gold/mining board roles (Eldorado Gold, Northern Graphite) indicate industry network access; no Item 404 related‑party transactions disclosed; company policy requires Audit Committee approval and director recusal in any related‑party dealings—mitigating conflict risk. Monitor Independent Committee’s authority to approve offerings, including potential related‑party participation.
- RED FLAGS: None disclosed regarding pledging/hedging, loans, legal proceedings, or related‑party transactions involving Espley; note shift to immediate vesting stock awards in FY2025 (reduces retention horizon).