Pamela L. Saxton
About Pamela L. Saxton
Pamela L. Saxton, 73, is an experienced mining company executive and public-company director with deep finance, accounting, and audit credentials. She joined Rare Element Resources Ltd. (REEMF) as an independent director on August 20, 2024 and serves on both the Audit Committee and the Nominating, Corporate Governance & Compensation (NCG&C) Committee; she is deemed independent under NI 58‑101 and financially literate, with prior designation as qualifying as an audit committee financial expert in the 2024 proxy (current designated expert at REEMF is the Audit Committee Chair) . Her background includes CFO roles at Thompson Creek Metals and NewWest Gold and an early-career audit tenure at Arthur Andersen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thompson Creek Metals Company | Executive Vice President & Chief Financial Officer | Aug 2008–Oct 2016 | Led finance/accounting; senior mining executive experience |
| NewWest Gold Corporation | Chief Financial Officer | Apr 2006–Dec 2007 | Corporate finance leadership |
| Franco-Nevada (U.S. ops) | Vice President of Finance | Not disclosed | Senior finance appointments in natural resources |
| Arthur Andersen (Denver) | Auditor | Not disclosed | Foundational audit/accounting training |
External Roles
| Organization | Role | Tenure | Committee/Position |
|---|---|---|---|
| Bunker Hill Mining Corp. | Director; Audit Committee Chair | Oct 2020–present | Audit Chair |
| Timberline Resources Corporation | Director; Audit Committee Chair | May 2021–Aug 2024 | Audit Chair |
| Pershing Gold Corporation | Director; Audit Committee Chair | Nov 2017–Apr 2019 | Audit Chair |
| Aquila Resources Inc. | Director | Jun 2019–Dec 2021 | Board member |
| Damstra Technology (Damstra Holdings Ltd.) | North American Advisory Board | Feb 2021–Oct 2022 | Advisory board member |
Board Governance
- Independence: Board identifies Saxton as an independent director; REEMF’s board is not majority-independent (2/7 independent), with the independent Chair (Grandey) providing stewardship and independent supervision .
- Committee memberships: Audit Committee member (Audit Committee composition: Brundage—Chair, Grandey, Saxton; majority-independent); NCG&C Committee member (Champine—Chair; members: Bartels, Hickey, Saxton; majority non-independent) .
- Financial expert status: In 2024 proxy, Saxton was identified as qualifying as an “audit committee financial expert” if elected; in 2025 proxy, Brundage is designated the audit committee financial expert; Saxton is “financially literate” .
- Meeting activity: Audit Committee met five times in 2024; NCG&C Committee met five times in 2024 .
- Board attendance: In 2024, the board held 11 meetings; none of the incumbent directors attended fewer than 75% of meetings of which they were eligible to attend .
- Executive sessions: Two executive sessions of independent directors held since the beginning of fiscal 2024 .
- 2025 director election support: Saxton received 396,749,868 “For” votes; 844,012 “Withheld” (broker non-votes: 28,270,160) at the Sept 9, 2025 annual meeting .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Standard annual cash retainer (non-employee directors, excluding certain chairs and Synchron designees) | $55,500 | Paid quarterly, pro rata |
| Board Chair annual fee | $81,500 | Paid quarterly, pro rata |
| Audit Committee Chair annual fee | $67,500 | Paid quarterly, pro rata |
| NCG&C Chair annual fee | $67,500 | Paid quarterly, pro rata |
| Synchron designees | $0 | Elected not to receive director compensation, including options |
| Director | Year | Fees Earned (USD) | Option Awards (USD) | All Other (USD) | Total (USD) |
|---|---|---|---|---|---|
| Pamela L. Saxton | 2024 | $19,972 | — | — | $19,972 |
Performance Compensation
| Item | 2024 Detail | Notes |
|---|---|---|
| Equity awards (RSUs/DSUs) | None reported | Director comp table shows no RSU/DSU awards |
| Stock options (grant date, units, fair value) | None reported for Saxton | Grandey/Hickey option holdings noted; Saxton shows “—” in Option Awards |
| Performance metrics tied to director pay | Not disclosed | NCG&C oversees director compensation; metrics not specified |
Other Directorships & Interlocks
- Current public boards: Bunker Hill Mining Corp. (Audit Chair) .
- Prior public boards: Timberline Resources (Audit Chair, ended Aug 2024), Pershing Gold (Audit Chair), Aquila Resources (Director) .
- Other roles: Damstra Technology Advisory Board (North America) .
- Interlocks/conflicts: No disclosed interlocks connecting Saxton to REEMF’s controlling shareholder Synchron or its affiliates; Synchron’s designated directors are Brundage, Champine, Bartels; Saxton is independent .
Expertise & Qualifications
- Senior mining finance executive: CFO at Thompson Creek Metals and NewWest Gold; VP Finance at Franco‑Nevada U.S. ops .
- Audit/accounting foundation: Early-career audit experience at Arthur Andersen (Denver) .
- Board governance and audit leadership: Audit Committee Chair experience at multiple public miners; financially literate; identified as qualifying as audit committee financial expert in 2024 proxy nomination .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Pamela L. Saxton | Nil | <1% | Based on 516,134,712 shares outstanding as of July 16, 2025 |
| Options (exercisable/unexercisable) | None reported for Saxton | — | |
| Pledged shares | No pledging arrangements disclosed that could lead to change of control | Company-wide disclosure | |
| Ownership guidelines | Not disclosed | — |
Governance Assessment
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Strengths
- Independent oversight: Saxton is one of two independent directors and serves on both the Audit and NCG&C Committees, reinforcing governance rigor in finance and nominations/compensation processes .
- Audit/Nominating experience: Multiple prior audit chair roles and public board experience add depth to REEMF’s audit and governance capabilities; financially literate; previously identified as qualifying as an audit committee financial expert .
- Shareholder support: Strong 2025 re‑election mandate (396.75M “For”; 0.84M “Withheld”) suggests investor confidence in her candidacy .
-
Concerns and RED FLAGS
- Board independence: Only 2 of 7 directors are independent; Audit Committee has a majority independent but NCG&C has a majority non‑independent composition—heightened risk of perceived influence by majority shareholder Synchron in key committee decisions .
- Ownership alignment: Saxton holds no REEMF shares; no disclosed equity grants—limited direct “skin‑in‑the‑game” alignment for a director overseeing audit and compensation matters .
- Control concentration: Synchron and affiliates beneficially own ~69.9% as of July 16, 2025, designate three directors, and have historical designation rights—persistent control risk and potential conflicts to monitor .
- Related-party sensitivity: While no related-party transactions are disclosed for Saxton, REEMF has significant arrangements with General Atomics (Synchron affiliate) and consulting agreements with certain directors (Kast/Hickey)—committee vigilance is critical .
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Engagement/attendance signals
- Board meetings: 11 meetings in 2024; none of the incumbent directors fell below 75% attendance, indicating acceptable engagement baseline for that year .
- Independent sessions: Two executive sessions in fiscal 2024—forum for independent oversight .
-
Compensation structure signals
- Retainer-only profile: Saxton’s 2024 director compensation was pro‑rated cash ($19,972) with no equity awards disclosed—conservative pay mix; equity alignment may be revisited as the company transitions toward commercialization .
- Committee fee differentials: Chairs receive elevated retainers (Audit $67.5k; NCG&C $67.5k; Board Chair $81.5k), but Saxton is not a chair at REEMF—focus remains on committee work and oversight responsibilities .