Clynton R. Nauman
About Clynton R. Nauman
Independent director of Rise Gold Corp. appointed September 7, 2023; age 76. Honours Bachelor of Science in Geology from Otago University (New Zealand). Over 45 years in mining across exploration, construction, operations, business development, financing; co-founded an industrial environmental services company focused on reclamation in Canada and the U.S. Also serves as a director of Contango Ore, Inc. (NYSE) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Industrial environmental services company (name not disclosed) | Co-founder; operator focused on mine-related reclamation | Not disclosed | Built and grew operations in Canada and U.S. |
| Various mining companies (precious/base metals, coal) | Senior management; exploration through operations | 45+ years | Diversified operating experience across lifecycle |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Contango Ore, Inc. | Director | Not disclosed | Only RYES director with other public company board service in past five years |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Not on Audit Committee; current Audit Committee members are Daniel Oliver Jr. (chair), Thomas I. Vehrs, and Lawrence W. Lepard . In the director slate, audit membership marking applies to Vehrs, Lepard, Oliver Jr.; Nauman has no such mark .
- Attendance: FY ended July 31, 2025 had 8 Board and 4 Audit meetings; each director attended >75% of applicable meetings. No directors attended the Nov 20, 2024 annual meeting .
- Election mandate: Elected Nov 20, 2024 with 99.882% votes for; votes for 22,085,638; withheld 26,022; broker non-votes 2,483,050 .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual director fees (cash) | $18,022 | $20,000 |
| Committee/meeting fees | None disclosed | None disclosed |
Performance Compensation
| Metric | FY 2025 |
|---|---|
| Option awards recognized (share-based payments) | $10,908 |
Option holdings (as of proxy date):
| Instrument | Quantity | Exercise Price | Expiration |
|---|---|---|---|
| Warrants | 83,333 | $0.26 | Nov 7, 2025 |
| Options | 94,070 | $0.26 | Sep 22, 2028 |
| Options | 47,775 | $0.25 | Dec 12, 2028 |
| Options | 15,000 | $0.17 | May 1, 2029 |
| Options | 60,000 | $0.10 | Mar 25, 2030 |
| Options | 60,000 | $0.10 | May 22, 2030 |
Performance metrics tied to director compensation:
| Metric Type | Use |
|---|---|
| Formal performance metrics (e.g., TSR, EBITDA) | None disclosed for director awards; LTIP permits PSUs with performance criteria but director compensation shown is options . |
Other Directorships & Interlocks
| Person | Other Public Boards | Interlocks / Conflicts |
|---|---|---|
| Clynton R. Nauman | Contango Ore, Inc. (NYSE) | None disclosed involving Rise Gold; proxy notes other than Nauman, no RYES directors held other registered company directorships in past five years |
Expertise & Qualifications
- Geology degree (Honours BSc) and deep technical/operational mining expertise over 45+ years .
- Experience spans exploration, mine construction/operations, financing, senior management .
- Environmental reclamation company co-founder with North American footprint .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned | 166,666 |
| Warrants | 83,333 @ $0.26 exp. Nov 7, 2025 |
| Options (exercisable; see table above) | 276,845 total |
| Beneficial ownership total (partially diluted basis) | 526,844; less than 1% of class |
| Shares outstanding (record date Oct 14, 2025) | 92,370,467 |
| Pledged shares | None disclosed |
Section 16 filings and insider activity:
| Item | Status |
|---|---|
| Late Section 16(a) filings | One late report by Clynton R. Nauman for FY ended July 31, 2024 (management’s review) |
| Form 4 availability | No Form 4s found in our index for RYES; rely on proxy’s Section 16 disclosure |
Governance Assessment
-
Positive signals:
- Independent status under Nasdaq standard; not an employee or consultant .
- Strong sector expertise (geology/mining operations), beneficial for board oversight of an exploration-stage company .
- Attendance >75% threshold across FY 2025 meetings indicates baseline engagement .
-
Concerns and red flags:
- Board lacks Compensation and Nominating Committees; full Board handles pay and governance, which can dilute independent oversight and introduce conflicts, especially in small-cap contexts .
- No directors attended the 2024 annual meeting, a weak shareholder engagement signal .
- Late Section 16(a) report for Nauman (one late filing) signals process/controls gaps in insider reporting compliance .
- Heavy reliance on options across board (including Nauman) without disclosed performance conditions; LTIP allows PSUs, but director pay shown lacks explicit performance metrics, potentially reducing pay-for-performance alignment .
-
Ownership alignment:
- Direct share ownership is modest (<1%); however, options and a warrant position create equity exposure. No pledging disclosed, mitigating collateral risk .
-
Shareholder sentiment context:
- 2024 election support for Nauman was high (99.882% votes for). Say-on-pay (NEO) advisory vote passed with 22,027,641 for vs. 64,926 against, indicating general support for compensation framework, though director-specific pay is not separately voted .
Overall: Nauman brings deep mining expertise and is classified independent with satisfactory meeting attendance. Governance structure remains thin (no comp/nom committees), and minor compliance slippage (late Section 16) plus lack of performance-based criteria in director equity are notable; investor confidence benefits from his domain expertise but would be strengthened by formal committee oversight and clearer director ownership/engagement practices .