David Underwood
About David Underwood
David T. Underwood (age 60) is an independent director of Silver Bull Resources, appointed to the Board on March 3, 2022. He has 30 years of mineral exploration experience across Africa and globally, including senior technical and executive roles; he holds a BSc (Hons), is a Fellow of the Society of Economic Geology, and is a Registered Professional Scientist with the South African Council for Natural Scientific Professions . Messrs. Underwood and Matlack are considered “independent” under Section 311 of the TSX Company Manual .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Osino Resources Corp. (TSXV: OSI) | Vice President of Exploration | Jan 2017 – Sep 2024 | Led technical team discovering 3Moz Twin Hills deposit (2019) |
| Lotus Gold (private) | Technical Advisor; Technical Director | Advisor since 2020; Director since Aug 2022 | Technical leadership in Egypt |
| BHK Mining Corp. | Co-founder; VP Exploration | 2014 – 2015 | Exploration operations in Gabon |
| Newmont Mining (Africa) | Business Development | Jan 2010 – Dec 2013 | BD leadership |
| AngloGold Ashanti | Lead gold consultant | 2008 – 2010 | Consulting to multiple companies including Roxgold |
| Anglo American (Kenya) | Managing Director | Pre-2008 (years not specified) | Country leadership |
| Desert Minerals (Namibia) | Managing Director | Pre-2008 (years not specified) | Company leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Lotus Gold | Technical Advisor; Technical Director | Ongoing (as disclosed) | Appointed Technical Director Aug 2022 |
| Osino Resources | VP Exploration | Ended Sep 2024 | Discovery leadership (Twin Hills) |
No current public company directorships beyond SVBL are disclosed for Mr. Underwood .
Board Governance
- Independence: Independent director under TSX rules; Board independence confirmed for Messrs. Underwood and Matlack .
- Committee Assignments:
- Audit Committee: Member; committee comprised of Matlack (Chair, financial expert) and Underwood .
- Compensation Committee: Chair; committee comprised of Underwood (Chair), Matlack, Edgar .
- Corporate Governance & Nominating Committee: Chair; committee comprised of Underwood and Matlack .
- Attendance:
- Board: 4 meetings in FY2024; all directors attended 100% .
- Audit Committee: 4 meetings in FY2024; Underwood attended all .
- Compensation Committee: 1 meeting in FY2024; Underwood attended .
- Corporate Governance & Nominating Committee: No meetings in FY2024; business executed via written consents .
- Shareholder-friendly policies:
- Majority Voting Policy: director must tender resignation if “WITHHELD” votes exceed “FOR”; Board must decide within 90 days and disclose via press release .
- Insider Trading Policy: prohibits short sales, options/derivatives, margin accounts, and pledging of Company securities .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Independent Director annual cash retainer | $20,000 | Structure: paid quarterly |
| Compensation Committee Chair fee | $1,500 | Paid annually |
| Corporate Governance & Nominating Committee Chair fee | $1,500 | Paid annually |
| Fiscal 2024 cash fees (Underwood) | $26,000 | Includes $1,500 Comp Chair and $1,500 CG&N Chair; $6,500 payable balance settled Nov 2024 |
Performance Compensation
| Component | Grant/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Option awards (fiscal 2024) | $8,704 | Not specified for director grants in proxy | Not disclosed |
Company indicates it does not currently grant new option-like awards as policy; however, directors received option awards in FY2024 though specific strike/vesting details for director grants are not provided in the proxy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond SVBL |
| Committee roles at other public companies | None disclosed |
| Interlocks/conflicts | No compensation committee interlocks or insider participation issues disclosed; no related-party transactions requiring Item 404(a) disclosure |
Expertise & Qualifications
- Exploration leadership in Africa with discovery track record (Twin Hills, ~3Moz) .
- Academic/professional credentials: BSc (Hons), Fellow of Society of Economic Geology, Registered Professional Scientist (South Africa) .
- Broad experience across majors and juniors (Newmont, AngloGold, Anglo American), and private ventures (Lotus Gold) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| David T. Underwood | 271,500 | <1% | Warrants: 21,500 exercisable/within 60 days; Stock options: 250,000 exercisable/within 60 days |
- Pledging/Hedging: Company policy prohibits pledging, margin accounts, hedging, and derivatives for directors .
Governance Assessment
-
Strengths:
- Independent director serving as Chair of Compensation and Corporate Governance & Nominating Committees; member of Audit Committee, indicating broad governance involvement .
- 100% attendance at Board and committee meetings in FY2024, evidencing active engagement .
- Majority Voting Policy and strict insider trading/anti-pledging provisions support shareholder alignment .
- No related-party transactions or interlocks disclosed involving Mr. Underwood .
-
Watch items:
- Low direct economic exposure (<1% ownership) primarily via options/warrants; alignment may rely on equity awards rather than material open-market holdings .
- Corporate Governance & Nominating Committee conducted business via written consents and held no meetings in FY2024; monitor process rigor and cadence given Chair role .
- External commitments (Lotus Gold) appear ongoing; monitor for potential time-allocation risks, though no conflicts are disclosed .
-
Compensation mix:
- Fiscal 2024 director pay for Underwood reflects modest cash retainer plus small option award fair value; chair fees indicate added responsibility compensation without meeting fees .