Joseph E. Mullin III
About Joseph E. Mullin III
Joseph E. Mullin III (age 52) is CEO and President of Rise Gold Corp. (RYES) since September 23, 2023 and a director since November 20, 2024. He holds a B.A. from Harvard University and brings 25+ years across corporate finance, private equity, restructuring, and mining leadership in the U.S., Canada, Brazil, and Europe. The company’s pay-versus-performance table shows FY2025 TSR value of a $100 investment at $42.06 (vs $36.56 in FY2024) with continued net losses of ($3.26)mm in FY2025 and ($3.57)mm in FY2024, underscoring development-stage risk and financing dependence .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Virginia Energy Resources Inc. | President | Not disclosed | Led sale to Consolidated Uranium Inc. |
| QuestEx Gold & Copper Ltd. | CEO | ~2.5 years (prior to sale) | Led company to sale to Skeena Resources Ltd. |
| Goldman Sachs; Invesco Ltd.; Millennium Global Investments | Financial analyst / investment roles | Not disclosed | Early-career finance experience supporting capital markets expertise |
| Mount Arvon Partners LLC | Managing Member | Ongoing | Vehicle through which Mullin holds RYES options; provides CEO services to RYES |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Pure Energy Minerals Ltd. | CEO, President and Director | Oct 2023 | Director since Oct 2020; elevated to CEO/President Oct 2023 |
| FireFox Gold Corp. | Director | Jun 2017 | Independent director |
Fixed Compensation
| Fiscal Year (ended Jul 31) | Base (Consulting Fee) | Target Bonus % | Actual Bonus | Perquisites |
|---|---|---|---|---|
| FY2025 | $132,000 ($11,000/month) | Not disclosed | None disclosed | None disclosed (Perquisites Nil) |
| FY2024 | $112,933 | Not disclosed | None disclosed | None disclosed (Perquisites Nil) |
- Compensation is paid via a month-to-month consulting agreement at a 50% time commitment; discretionary cash/stock bonuses are permitted but none were paid in FY2024–FY2025 .
Performance Compensation
Equity Grants to Mullin in FY2025
| Grant date | Type | Quantity | Exercise price | Expiration | Vesting |
|---|---|---|---|---|---|
| Sep 20, 2024 | Stock options | 1,006,750 | $0.10 | Sep 20, 2029 | Vested immediately on grant |
| Mar 25, 2025 | Stock options | 812,410 | $0.10 | Mar 25, 2030 | Vested immediately on grant |
| May 22, 2025 | Stock options | 2,790,000 | $0.10 | May 22, 2030 | Vested immediately on grant |
- Option awards recognized in SCT total: $26,280 (FY2024) and $508,167 (FY2025) .
- No PSUs/RSUs granted to Mullin are disclosed for FY2025; company adopted a new LTIP that allows RSUs/PSUs/SARs/options with CoC acceleration, but current CEO awards are options .
“Metric-based” incentive design
| Metric | Weighting | Target | Actual | Payout | Vesting mechanics |
|---|---|---|---|---|---|
| Formal performance goals for executive pay | N/A | N/A | N/A | Pay determined by board discretion; no formal performance goals | Options vest immediately; plan allows CoC acceleration |
Pay vs Performance (Disclosure)
| Fiscal Year | PEO (Mullin) SCT Total | PEO CAP | TSR value of $100 | Net Income (Loss, $000) |
|---|---|---|---|---|
| FY2025 | $640,167 | $625,784 | $42.06 | ($3,259) |
| FY2024 | $139,213 | $144,415 | $36.56 | ($3,566) |
Equity Ownership & Alignment
| As-of date | Direct shares | Warrants | Options (held via Mount Arvon Partners LLC) | Total beneficial ownership | % of class |
|---|---|---|---|---|---|
| Oct 14, 2025 | 621,095 | 310,547 (strikes: $0.26; $0.158; $0.15) | 5,021,401 (see tranches below) | 5,953,043 | 6.09% (based on 92,370,467 shares o/s) |
Option tranches outstanding at FY2025 year-end:
- 412,241 @ $0.17 exp May 1, 2029; 1,006,750 @ $0.10 exp Sept 2029; 812,410 @ $0.10 exp Mar 25, 2030; 2,790,000 @ $0.10 exp May 22, 2030 .
- All options granted in FY2025 vested immediately; as of FY2025 year-end, $0.10 options were in-the-money vs $0.17 year-end close, implying potential exercise/sale overhang (spread $0.07) .
Unvested stock awards (historical):
- As of FY2024 year-end, Mullin had 257,650 unvested stock awards with a $43,801 market value; none shown outstanding in FY2025 tables, implying vesting/settlement or forfeiture .
Pledging/Hedging and guidelines:
- Company is not aware of any arrangements (including pledges) that could result in a change of control; no stock ownership guidelines disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Month-to-month consulting agreement with Mount Arvon Partners LLC (effective Sep 23, 2023) |
| Time commitment | 50% time as CEO/President |
| Cash comp | $11,000/month; travel/expenses reimbursed, with >$4,500/month pre-approval threshold |
| Equity target | Awards targeted at 4% of fully diluted shares; 1% vests on effective date; additional 0.5% vests at start of each of the first six calendar quarters while agreement in force; if issuance shortfall, Company to provide “make-whole” bonus up to $1mm |
| Change of control (CoC) | All incentive awards become fully vested/exercisable on CoC (subject to exchange policies) |
| Termination by Consultant | 30 days’ notice; if ≥12 months after effective date, Additional Compensation based on market cap triggers: +3 months comp at >$5mm MC; +6 months at >$10mm; +6 months at >$20mm; +18 months at >$30mm |
| Termination by Company (without cause) | Immediate; owes 3 months’ comp plus Additional Compensation as above; option exercise window until earlier of option expiry or 90 days post-termination (unless mutually changed) |
| CoC additional compensation option | Consultant may elect to receive the above Additional Compensation in connection with CoC within specified timing windows |
| Clawback/forfeiture | LTIP includes forfeiture/recoupment provisions for cause, policy violations, fraud, and other detrimental conduct (applies to awards via plan) |
| Pensions/Deferred comp | No pension, profit sharing or similar plans currently; no deferred compensation program disclosed |
| Non-compete/Non-solicit | Not disclosed |
Board Governance (Mullin is also a Director)
- Board service history: elected director November 20, 2024; current board: Mullin (CEO, not independent), Thomas I. Vehrs, Lawrence W. Lepard, Daniel Oliver Jr., and Clynton R. Nauman (all independent) .
- Committees: Only Audit Committee exists; members are Oliver Jr. (Chair), Vehrs, and Lepard (all independent). Mullin is not a member of the Audit Committee .
- Compensation oversight: No compensation or nominating committee; full board sets executive and director pay; given the company’s size and lack of revenues, the board does not plan to form a compensation committee currently .
- Attendance: 8 board and 4 audit meetings held in FY2025; each director attended >75% of applicable meetings .
- Dual-role implications: Mullin’s combined CEO/director role and absence of an independent compensation committee increases governance risk around pay-setting and independence; however, a majority-independent board and an independent audit committee provide some checks .
Director Compensation (context)
- Management directors are not paid board fees; CEO compensation is via consulting/employee arrangements. Non-employee directors received cash fees and, in FY2025, certain option grants .
Related Party / Other Governance Items
- Section 16(a) filings: one late report for Joseph Mullin (and several other insiders) for FY2024 period; management believes all required filings otherwise fulfilled .
- Related-party financings in FY2025 involved entities controlled by director Daniel Oliver Jr.; repaid in full in May 2025 (contextual governance note; not tied to Mullin) .
Compensation Structure Analysis
- Mix shift toward equity in FY2025: Option award expense rose to $508,167 (from $26,280 in FY2024) as the company accelerated immediate-vest option grants at $0.10, aligning upside with project milestones and financings .
- Lack of formal performance metrics and no compensation committee: Pay outcomes rely on board discretion; plan language allows PSUs with performance criteria, but Mullin’s FY2025 awards were options with immediate vest, limiting explicit pay-for-performance conditioning .
- Change-of-control provisions: Immediate vesting and substantial additional cash compensation tied to market cap thresholds can create exit incentives; investors should model potential payouts in strategic scenarios .
- Clawback/forfeiture: LTIP includes recoupment triggers for misconduct, partially mitigating risk of value leakage from inappropriate behavior .
Equity Ownership & Overhang Details
| Instrument | Amount | Terms |
|---|---|---|
| Options outstanding (Mullin via Mount Arvon Partners) | 5,021,401 | $0.10–$0.17 strikes; expiries from 2029–2030; FY2025 grants vested immediately |
| Warrants (direct) | 310,547 | $0.26 (Nov 7, 2025), $0.158 (Apr 9, 2027), $0.15 (May 8, 2028) |
| Shares (direct) | 621,095 | Common shares |
| % of class | 6.09% | Based on 92,370,467 shares outstanding |
- FY2025 year-end price was $0.17; options at $0.10 strike were in-the-money, implying potential exercise/sell pressure, though liquidity and strategy may modulate timing .
Performance & Track Record Highlights
- Financing and balance sheet actions during tenure: closed a $3.0mm equity financing in May 2025 including strategic investor Equinox Partners; executed property sale transactions and repayments of related-party debt (broader company milestones) .
- Stockholder outcomes: TSR metric in the pay-versus-performance table suggests volatility; $100 invested in Aug 2022 stood at $42.06 by FY2025 vs $36.56 in FY2024 .
- Profitability: Continued net losses of ($3.26)mm (FY2025) and ($3.57)mm (FY2024), consistent with exploration-stage profile .
Compensation Peer Group, Say-on-Pay
- No peer group or outside compensation consultant disclosed; pay reviewed by the full board without formal objectives/criteria .
- Advisory say-on-pay proposal to be voted at the FY2025 annual meeting (non-binding) .
Investment Implications
- Alignment: Material equity ownership (6.09%) and significant in-the-money options align Mullin with shareholders on upside; however, immediate vesting and a large option stack can create near-term selling overhang if liquidity is available .
- Governance risk: Absence of a compensation committee, fully discretionary incentive design, and immediate-vest equity reduce explicit pay-for-performance rigor; investors should scrutinize future grant cadence and LTIP use of PSUs to strengthen alignment .
- Retention/CoC economics: Market-cap-triggered additional compensation and full award acceleration on CoC are meaningful; in strategic scenarios these could amplify payouts. Balance this with the need to retain a part-time (50%) CEO with sector M&A experience to unlock asset value .
- Trading signals: In-the-money $0.10 options (vs FY2025 year-end $0.17) increase the probability of option exercises; monitor Form 4s and liquidity events around catalysts (legal permitting, financings, asset sales) for potential insider selling/pressure .