Charlotte Nangolo
About Charlotte Nangolo
Charlotte Nangolo (age 43) is an independent director of Stardust Power Inc. (SDST), serving since the July 8, 2024 business combination. She is a mining engineer with 15+ years across operations, consulting, cost estimation, and financial modeling, including mining research analyst experience; she holds BSc and MSc degrees in mining engineering and mineral economics from the University of the Witwatersrand. She founded Minerals of Africa Pty Ltd (MOAPL), currently focused on lithium exploration in Namibia, and serves on the advisory board of Pamwe Royalties & Streaming (Pty) Ltd. Her core credentials span lithium, mining technology, and financial analysis in mining projects .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CSA Global (ERM Group) | Senior Consultant (Mining Technical/Corporate) | Nov 2021 – present | Focus on critical mineral projects incl. lithium |
| SRK Consulting | Senior Consultant (Mining) | Sep 2020 – Nov 2021 | Technical consulting in mining |
| AMC Consultants | Senior Mining Engineer | Feb 2018 – Sep 2020 | Mine planning/engineering |
| SIMEC Mining | Senior Mining Engineer | Jun 2012 – Apr 2016 | Operations engineering |
| XSTRACT Consultants | Consultant (Mining) | Jul 2011 – Jun 2012 | Mining consulting |
| Univ. of the Witwatersrand | Associate Lecturer / Postgraduate Student | Jan 2010 – Jun 2011 | Academic/teaching |
| Rio Tinto (Australia) | Mining Engineer | Feb 2008 – Dec 2009 | Mine engineering roles |
| AngloGold Ashanti | Graduate/Short-Term Planning Engineer | Jan 2005 – Jan 2008 | Planning engineering |
External Roles
| Organization | Type | Role | Tenure | Relevance/Notes |
|---|---|---|---|---|
| Minerals of Africa Pty Ltd (MOAPL) | Private company | Founder | Not stated (current) | Lithium exploration in Namibia; strategy to expand in Africa |
| Pamwe Royalties & Streaming (Pty) Ltd. | Private company | Advisory Board Member | Since Oct 2021 | Metals royalties/streaming; headquartered in Namibia |
| Industry mentorship | Professional | Informal mentor | Ongoing | Mentors young mining professionals/students in Africa |
Board Governance
- Independence: The Board determined Ms. Nangolo is independent under SEC/Nasdaq rules .
- Committees and roles:
- Audit Committee: Member (Chair: Sudhindra Kankanwadi; Kankanwadi is the “audit committee financial expert”) .
- Compensation Committee: Member (Chair: Mark Rankin) .
- Attendance: In FY2024, the Board met 1x; Audit 2x; Compensation 1x; Governance 1x. All directors (including Ms. Nangolo) attended at least 75% of their Board/committee meetings .
- Lead Independent Director: None elected as of Dec 31, 2024 .
- Compensation governance: The Compensation Committee (on which she serves) engaged Mercer (US) Inc. as independent consultant; Mercer provided no other services to the company .
- Related-party oversight: The Audit Committee (on which she serves) reviews, approves, and oversees related-party transactions under the company’s policy .
Fixed Compensation
2024 non-employee director compensation (paid since post-combination appointments):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Charlotte Nangolo | 6,250 | 109,519 | 115,769 |
- Equity vehicle and vesting: Each non-employee director held 9,425 unvested RSUs at 12/31/24, vesting upon continued service through the 2025 annual meeting or June 15, 2025, whichever earlier .
Performance Compensation
| Award Type | Grant Year | Units | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| RSUs (time-based) | 2024 | 9,425 (unvested as of 12/31/24) | Vest in full upon service through 2025 annual meeting or by June 15, 2025, whichever earlier | None disclosed for directors (time-based only) |
- No options, PSUs, or meeting fees are disclosed for directors; the board approved compensation for service and committee memberships but did not itemize committee retainers in the proxy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|---|
| Minerals of Africa Pty Ltd (MOAPL) | Private | Founder | N/A | Potential industry overlap with lithium exploration; no SDST related-party transaction disclosed |
| Pamwe Royalties & Streaming (Pty) Ltd. | Private | Advisory Board Member | N/A | Royalty/streaming in metals; no SDST related-party transaction disclosed |
| Other public company boards | Public | None disclosed | N/A | None disclosed |
Expertise & Qualifications
- Mining engineer with >15 years in mining and metals, from operations to consulting; focused on lithium and critical minerals .
- Financial modeling, cost estimation, and mining research analyst experience .
- Founder/operator background (MOAPL) and royalties advisory (Pamwe), providing exposure to exploration and financing models .
- Academic credentials: BSc and MSc (mining engineering and mineral economics), University of the Witwatersrand .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Unvested RSUs (Director) | Pledged Shares | Hedging/Pledging Policy |
|---|---|---|---|---|---|
| Charlotte Nangolo | 460,224 | 0.76% | 9,425 (as of 12/31/24) | None disclosed | Company policy prohibits hedging/monetization by directors, officers, employees, contractors, consultants |
- Director stock ownership guidelines: Not disclosed in the proxy .
Governance Assessment
-
Strengths
- Independent director with directly relevant lithium/mining domain expertise; serves on both Audit and Compensation Committees, indicating trust in oversight roles .
- Documented attendance (≥75%) and participation in a year with limited post-combination meeting cadence; Audit Committee report signed by all members including Ms. Nangolo .
- Director pay is predominantly equity-based (RSUs), aligning incentives with shareholders; 2024 pay: $6,250 cash vs. $109,519 equity .
- Compensation Committee engaged Mercer as independent advisor; no other services, supporting independence in compensation decisions .
- Insider Trading Policy prohibits hedging/monetization, reinforcing alignment; Clawback Policy applies to officers (not directors) for restatements .
-
Monitoring Items
- Potential conflict vector: external roles in lithium exploration (MOAPL) and metals royalties (Pamwe) create industry overlap; the proxy discloses no related-party transactions involving Ms. Nangolo, and the Audit Committee (where she sits) oversees related-party approvals; adherence to recusals under the related-party policy is important if SDST considers Africa-focused lithium assets or royalty arrangements .
- Board structure: No Lead Independent Director as of year-end; continued evaluation of independent leadership may support investor confidence as the company matures .
- Company context: SDST faces Nasdaq compliance risks (minimum bid and market value metrics) and potential reverse split; while not specific to Ms. Nangolo, governance and audit oversight will be scrutinized during remediation .
RED FLAGS
- Industry overlap via MOAPL and Pamwe could pose conflicts if SDST pursues overlapping geographies/projects; ensure robust related-party screening and recusals consistent with policy .
- No Lead Independent Director; consider appointing to strengthen independent board leadership .
Signals supporting confidence
- Independent status, dual committee service, and equity-heavy director pay structure align oversight and shareholder interests .
- Formal related-party transaction policy and Audit Committee review reduce conflict risk; Mercer’s engagement supports independent compensation governance .