Brian Edgar
About Brian Edgar
Brian D. Edgar (age 75) is Chairman and Director of Silver Bull Resources (SVBL), serving on the board since 2010. A former corporate/securities lawyer in Vancouver (16 years), he has extensive natural resources leadership experience, including President/CEO of Dome Ventures (2005–2010) prior to its acquisition by Silver Bull. He is not considered an “independent” director under TSX rules; the board identifies Underwood and Matlack as independent members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dome Ventures Corp. | President & CEO | 2005–2010 | Led junior/mid-size resource company; merged into Silver Bull |
| Vancouver Corporate/Securities Law Practice | Lawyer | ~16 years | Capital markets and governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denison Mines Corp. (TSX: DML; NYSE: DNN) | Director | Since 2005 | Long-standing uranium sector oversight |
| Arras Minerals Corp. (TSXV: ARK) | Director | Since Feb 5, 2021 | Shared ecosystem with Silver Bull; potential information interlocks |
| Lucara Diamond Corp. | Director | 2007–May 2020 | Diamond mining governance |
| BlackPearl Resources Inc. | Director | 2006–Dec 2018 | Energy sector governance |
| ShaMaran Petroleum Corp. | Director | 2007–June 2019 | Energy sector governance |
Board Governance
- Roles: Chairman of the Board (since April 2010); member of the Compensation Committee alongside Underwood and Matlack .
- Committee chairs: Audit Committee chaired by Matlack; Compensation Committee chaired by Underwood; Corporate Governance & Nominating Committee composed of Underwood and Matlack .
- Independence: Not independent under TSX rules; Underwood and Matlack are independent .
- Attendance: Board met 4 times in FY2024; all directors attended 100%; Edgar attended the annual meeting . In FY2023, Board held 10 meetings; directors attended at least 75% .
- Shareholder support: Re-elected in 2025 with 95.4% “For” (6,720,326 for; 320,064 withheld) .
- Governance policies: Majority Voting Policy requires any director failing to receive a majority of votes cast “FOR” to tender a resignation . Board communications and oversight processes documented (Audit Chair as communications designee) .
Fixed Compensation
| Item | Amount | Currency | Period/Notes |
|---|---|---|---|
| Chairman annual fee | $35,000 | USD | Effective Jan 1, 2022 |
| Chairman annual fee | C$90,000; C$45,000 paid, C$45,000 deferred | CAD | Effective Sept 1, 2023; deferred contingent on ICSID success |
| Director fees paid (FY2024) | $32,337 | USD | Cash fees reported in Director Compensation |
Performance Compensation
| Component | Detail | Terms |
|---|---|---|
| Stock options (FY2024) | Director option fair value $39,167 | Granted under 2019 Plan; company notes options generally vest one-third at grant, first and second anniversaries (illustrative across plan awards) |
| Key Persons Retention Agreement (KPRA) | Contingent award tied to net proceeds of ICSID arbitration | Edgar allocation: 3.0% of net proceeds after fees/costs; payable only upon successful award/collection; Board may reduce or eliminate if contribution insufficient; agreement terminates absent cash award by Oct 13, 2029 unless extended |
KPRA Mechanics and Triggers
| Metric | Value/Term | Notes |
|---|---|---|
| Edgar allocation of Management Entitlement Amount | 3.0% | Of 12% total pool across key persons |
| Conditionality | Award only if ICSID arbitration is successful and proceeds are collected | No payment if proceeds are less than funder distributions/enforcement costs |
| Governance safeguards | Disinterested shareholder approval required; TSX conditional approval; Evans & Evans reasonableness letter concluded terms are fair/reasonable |
Other Directorships & Interlocks
| Company | Relationship to SVBL | Potential Interlock/Conflict Consideration |
|---|---|---|
| Arras Minerals Corp. | Director; SVBL CEO and CFO also hold roles at Arras | Shared leadership may increase information flow and potential related-party sensitivity; no specific transactions disclosed |
Expertise & Qualifications
- Capital markets and governance expertise from 16 years as corporate/securities lawyer .
- Decades of natural resource company leadership, including operating and board experience across mining and energy companies .
- Board notes his “extensive experience with junior/mid-size natural resource companies” and capital markets knowledge .
Equity Ownership
| Holder/Instrument | Amount | Status/Notes | Ownership % |
|---|---|---|---|
| Common shares (direct) | 845,102 | Directly held | — |
| Warrants (exercisable ≤60 days) | 406,500 | Exercisable/within 60 days | — |
| Stock options (exercisable ≤60 days) | 850,000 | Exercisable/within 60 days | — |
| Tortuga Investments Corp. (wholly owned) | 849,602 shares | Indirect beneficial ownership | — |
| Total beneficial ownership | 2,951,204 | Includes direct, options, warrants, Tortuga | 6.07% |
| Excluded spouse holdings (disclaimed) | 425,000 shares; 212,500 warrants via 0893306 B.C. Ltd. | Disclaimed beneficial ownership | — |
- Insider trading policy prohibits short sales, options/derivatives, and pledging/margin accounts for directors (strong alignment safeguard) .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval | Notes |
|---|---|---|
| 2021 | ~93% | Annual advisory vote |
| 2022 | ~94% | |
| 2023 | ~94% |
Governance Assessment
- Board effectiveness: Edgar brings deep sector and capital markets experience; active Compensation Committee participation; strong board and committee attendance in FY2024 .
- Independence: Not independent under TSX rules; governance balance maintained via independent Audit, Compensation, and Nominating leadership (Matlack/Underwood) .
- Compensation alignment: Chairman cash reduced/partly deferred; director equity modest; KPRA ties incremental compensation to success of litigation financing outcome and was approved by disinterested shareholders; Evans & Evans opined fairness/reasonableness .
- Ownership alignment: Significant beneficial stake (6.07%) with direct and indirect holdings; policy bans hedging/pledging, supporting alignment .
- Shareholder confidence: Strong re‑election support (95.4% “For”) in 2025; continued auditor ratification and plan entitlements approved .
- Related‑party exposure: KPRA is a related‑party arrangement with clear safeguards (minority approval, TSX conditions, Board discretion to reduce awards) .
RED FLAGS
- Related‑party compensation via KPRA contingent on ICSID recovery introduces non‑operational performance linkage; mitigated by minority shareholder approval, external reasonableness review, and Board discretion .
- Non‑independent chair role; independent oversight maintained through committee structure but concentration risk should be monitored .