Lawrence W. Lepard
About Lawrence W. Lepard
Independent director since August 22, 2019; age 68 in the 2025 proxy. Managing Partner and Founder of Equity Management Associates, LLC (precious-metals focused investment partnership). MBA with Academic Distinction, Harvard Business School; BA in Economics, Colgate University. Current outside public boards include Lavras Gold Corp. and Cabral Gold Inc. . The Board classifies him as independent under Nasdaq Listing Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Equity Management Associates, LLC | Managing Partner & Founder; precious metals–focused investment partnership | Since 2008 (firm focus disclosed) | Investment leadership in metals; brings investor perspective to RYES |
| Geocapital Partners | Managing Partner | 1991–2004; managed six venture funds (last $250M); led early internet investments incl. Netcom IPO 1996 | Significant tech/VC experience; capital markets expertise |
| Summit Partners | General Partner | Seven years prior to Geocapital; Boston-based VC/PE firm | Growth equity/PE skill set |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Lavras Gold Corp. | Director | Disclosed as current directorship |
| Cabral Gold Inc. | Director | Disclosed as current directorship |
| Other | Director of “two other public mining companies” | 2025 proxy language; names above disclosed in 2024 proxy |
Board Governance
- Independence: Board determined Lepard is independent under Nasdaq Rule 5605(a)(2) .
- Committees: Audit Committee member (footnote “(2) Member of the audit committee” on director slate) .
- Attendance and engagement: FY ended July 31, 2025 had 8 Board meetings and 4 Audit Committee meetings; each director attended >75% of applicable meetings .
- Years of service: Director since August 22, 2019 .
- Governance structure: No separate Compensation or Nominating Committee; the full Board oversees compensation risk and Code of Ethics .
Director election and say-on-pay voting (2024 AGM):
| Item | For | Withheld/Against | Broker Non-Votes |
|---|---|---|---|
| Election – Lawrence W. Lepard | 22,084,063 | 27,597 | 2,483,050 |
| Say-on-Pay (NEOs) | 22,027,641 | 64,926 | 2,502,143 |
Fixed Compensation
Director compensation for FY ended July 31, 2025:
| Director | Cash Fees (USD) | Option Awards (USD) | Total (USD) |
|---|---|---|---|
| Lawrence W. Lepard | 20,000 | 10,908 | 30,908 |
Notes: Management directors are not paid director fees; non-management directors receive fees and equity awards. Option award values reflect share-based payments for options granted during the year; valuation assumptions per Note 13 to FY2025 10-K .
Performance Compensation
Equity awards granted in FY2025 (vest immediately upon grant):
| Recipient | Grant Date | Instrument | Number | Exercise Price | Closing Price on Grant Date | Expiry | Vesting |
|---|---|---|---|---|---|---|---|
| Lawrence W. Lepard | Mar 25, 2025 | Stock Options | 60,000 | $0.10 | $0.08 | Mar 25, 2030 | Immediate |
| Lawrence W. Lepard | May 22, 2025 | Stock Options | 60,000 | $0.10 | $0.10 | May 22, 2030 | Immediate |
Deferred share units (DSUs) context: On Oct 30, 2025, RYES granted an aggregate 1,365,854 DSUs to certain directors and officers under the new Long-Term Incentive Plan dated Oct 17, 2025; the 8-K specifically identifies DSUs to the CEO but does not itemize any DSU grant to Lepard .
Performance metric framework for director pay:
| Metric Area | Disclosure for Directors |
|---|---|
| Explicit financial/TSR/ESG metrics tied to director equity | Not disclosed; FY2025 director options vested immediately on grant (time-based); company has no compensation committee and full Board oversees comp risk |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks with RYES Stakeholders |
|---|---|---|---|
| Lavras Gold Corp. | Director | Not disclosed | None disclosed |
| Cabral Gold Inc. | Director | Not disclosed | None disclosed |
No additional public-company interlocks with RYES competitors/suppliers/customers disclosed in proxies reviewed .
Expertise & Qualifications
- 25+ years as professional investor/venture capitalist; metals-focused investor since 2008 via Equity Management Associates .
- Prior Managing Partner at Geocapital Partners (1991–2004) and General Partner at Summit Partners; extensive tech/internet investment background (lead investor in Netcom IPO) .
- MBA with Academic Distinction (Harvard Business School); BA in Economics (Colgate University) .
Equity Ownership
Beneficial ownership (as of 2025 proxy):
| Category | Amount | Terms/Notes |
|---|---|---|
| Direct shares | 977,405 | Directly held |
| Indirect – children | 135,000 | Controlled by Lepard |
| Indirect – Sea View Investments, LLC | 904,000 | Shares under shared control/direction |
| Options outstanding (by tranche) | 387,775 | 100,000 @ $0.65 exp Feb 7, 2027; 105,000 @ $0.53 exp Feb 21, 2028; 47,775 @ $0.25 exp Dec 12, 2028; 15,000 @ $0.17 exp May 1, 2029; 60,000 @ $0.10 exp Mar 25, 2030; 60,000 @ $0.10 exp May 22, 2030 (all described as exercisable in proxy footnote) |
| Warrants (personal) | 105,265 | Exercisable @ $0.158 until Apr 29, 2027 |
| Indirect – EMA GARP FUND, LP shares | 2,559,656 | Lepard is sole member/manager of EMA GARP GP, LLC (GP of EMA GARP FUND, LP); deemed to indirectly beneficially own fund securities |
| Indirect – EMA GARP FUND, LP warrants | 140,000 | Exercisable @ $0.26 until Nov 7, 2025 |
| Aggregate beneficial ownership (% of class) | 5.6% | Partially diluted basis; 92,370,467 shares outstanding reference base |
Note: 2024 proxy also disclosed additional personal/affiliate warrants (e.g., Sea View) that had 2025–2028 expiries; current 2025 proxy footnotes provide the latest breakdown used above .
Pledging/Hedging and Ownership Guidelines: No director-stock pledging, hedging policies, or director ownership guideline disclosures identified in proxies reviewed .
Governance Assessment
-
Positive indicators:
- Independent director; Audit Committee member; >75% attendance in FY2025; regular Board and Audit activity (8 Board, 4 Audit meetings) .
- Material “skin in the game”: ~5.6% aggregate beneficial ownership when including entities he controls/influences, aligning interests with shareholders .
- Strong 2024 shareholder support: ~99.875% votes FOR his election; Say-on-Pay passed with broad support .
-
Risk considerations and potential red flags:
- Related-party/affiliation exposure: Lepard is the sole member/manager of EMA GARP GP, LLC (GP of EMA GARP FUND, LP), which beneficially owns ~2.56M RYES shares and additional warrants; combined with his and affiliates’ holdings, this concentration could present perceived conflicts in capital-raising or related decisions despite independence designation .
- Compensation structure/governance: No compensation or nominating committee; director equity awards vest immediately and lack disclosed performance metrics—this may weaken explicit pay-for-performance linkages for directors .
- AGM attendance policy: Company states no policy for director attendance at stockholder meetings; none of the then-directors attended the 2024 AGM (contextual governance signal) .
Overall: Lepard brings deep capital markets and metals investing expertise with meaningful ownership alignment. Governance structure (absence of dedicated comp/nomination committees) and immediate-vest option grants without performance criteria are areas to monitor for best-practice alignment, alongside the fund-affiliation concentration risk noted above .