David Cross
About David Cross
David Cross is the Chief Financial Officer of International Tower Hill Mines Ltd. (THM) and a Chartered Professional Accountant (CPA, CGA), serving as CFO since May 11, 2015; he is also a partner at Cross Davis & Company LLP, an accounting firm focused on IFRS and US GAAP financial reporting and governance support . The company’s pay-versus-performance disclosures show a volatile shareholder experience: the value of a $100 initial investment stood at $58.90 (2022), $80.82 (2023), and $63.01 (2024), alongside net losses of $3,042k (2022), $3,398k (2023), and $3,599k (2024) . THM noted TSR was negative during 2021–2023, and “compensation actually paid” to Mr. Cross remained approximately flat over that period; executive incentives emphasize stock options and DSUs that align with share price and continued service rather than explicit financial targets like TSR, revenue, or EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Davidson & Company LLP | Manager; member of Technical Accounting Committee and IFRS Committee | Five years (dates not disclosed) | Technical accounting leadership and IFRS policy contributions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cross Davis & Company LLP, Chartered Professional Accountants | Partner | Not disclosed | Provides corporate accounting support to THM under a consulting agreement, reinforcing compliance and reporting quality |
Fixed Compensation
| Metric | 2023 (USD) | 2024 (USD) |
|---|---|---|
| Salary | $53,352 | $50,040 |
| Option Awards (grant-date fair value) | $4,708 | $7,113 |
| All Other Compensation | — (not disclosed) | — (not disclosed) |
| Total Compensation | $58,060 | $57,153 |
THM stated NEO cash compensation (salary and bonus) increased ~1% in aggregate YoY due to FX, and options were granted to CEO and CFO in May 2023 and May 2024; pay decisions were aligned to Livengood project progress rather than share price metrics .
Performance Compensation
Stock Option Grants (by year)
| Grant Date | Quantity | Notes |
|---|---|---|
| June 9, 2015 | 30,000 | Initial CFO grant under consulting agreement |
| May 27, 2020 | 30,000 | Annual incentive grant |
| May 25, 2021 | 15,000 | Annual incentive grant |
| May 24, 2022 | 15,000 | Annual incentive grant |
| May 23, 2023 | 15,000 | Annual incentive grant |
| May 29, 2024 | 15,000 | Annual incentive grant (strike not disclosed) |
Vesting schedule: Each option vests one‑third upon grant, one‑third on the first anniversary, and one‑third on the second anniversary; none of the NEOs exercised options in 2023 .
Outstanding Options (as of FY2023 year-end)
| Grant Date | Exercisable | Unexercisable | Exercise Price (C$) | Expiration |
|---|---|---|---|---|
| May 27, 2020 | 30,000 | — | 0.92 | May 27, 2026 |
| May 25, 2021 | 15,000 | — | 1.31 | May 25, 2027 |
| May 24, 2022 | 10,000 | 5,000 | 0.92 | May 24, 2028 |
| May 23, 2023 | 5,000 | 10,000 | 0.63 | May 23, 2029 |
Performance metrics: THM’s short‑term bonuses (for NEOs generally) target defined annual individual and corporate goals; equity awards (options, DSUs) are intended to align with long‑term value via share price and continued service, not directly to TSR or financial metrics . The Compensation Committee did not consider pay‑versus‑performance disclosure in incentive decisions .
Equity Ownership & Alignment
| Ownership Item | 2024 (as of Apr 11, 2024) | 2025 (as of Apr 16, 2025) |
|---|---|---|
| Common Shares Owned (direct) | 0 | 0 |
| Shares Beneficial via Options exercisable/vesting within 60 days | 75,000 | 90,000 |
| Vested DSUs | 0 | 0 |
| Total Beneficial Ownership | 75,000 | 90,000 |
| Percentage of Class | <1% (footnote) | <1% (footnote) |
- Hedging and pledging prohibitions: THM’s Share Trading Policy prohibits short sales, derivatives, hedging transactions, and pledging/margin accounts for all covered persons, including officers .
- Stock ownership guidelines for executives: Not disclosed; DSUs are for directors (CFO has no DSUs) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Type | Consulting agreement; David Cross acts as CFO under this agreement |
| Term | Indefinite; terminable by either party on 90 days’ notice |
| Termination for Cause | Immediate termination permitted for conduct constituting just cause, inability/unwillingness to perform services, or bankruptcy |
| Severance (no CoC) | No severance other than notice (90 days) |
| Change‑of‑Control (CoC) | Estimated payment equals 3 months of consulting fees (C$18,000) if notice not given |
| Related Party Services | Cross Davis provides corporate accounting support at C$6,000 per month plus applicable taxes; terminable by either party with 90 days’ notice |
2024 CoC severance table shows C$18,000 for David Cross (3 months consulting fees), with no salary/bonus components applicable to CFO’s consulting arrangement .
Performance & Track Record
- Tenure: CFO since May 11, 2015 .
- Company progress: THM advanced the Livengood Gold Project with financing, pre‑feasibility studies, and S‑K 1300 technical reports in 2021–2023 .
- Shareholder outcomes: “Compensation actually paid” vs TSR analysis indicates mixed performance with higher volatility than the S&P/TSX Global Gold Index; $100 investment values were $58.90 (2022), $80.82 (2023), and $63.01 (2024) and TSR was negative during 2021–2023 .
Risk Indicators & Red Flags
- Legal proceedings: None for David Cross (and other officers) within past ten years per Item 401(f); not party to Item 103 matters .
- Hedging/pledging: Prohibited by policy, reducing misalignment risk .
- Related party: Ongoing Cross Davis consulting arrangement (C$6,000/month) is a related party transaction with termination protections; transparency is provided in proxy .
- Option exercises: No NEO option exercises in 2023, implying limited realized selling pressure that year .
Expertise & Qualifications
- CPA, CGA designation (2004); career began in 1997 .
- Governance and reporting expertise: IFRS and US GAAP, technical accounting committee experience .
Performance Compensation (Metric/Payout Schema)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Short‑term bonus (NEO program) | Not disclosed | Defined annual individual & corporate goals (not financial metrics like TSR) | Not disclosed | Not disclosed | N/A |
| Stock Options (primary vehicle for CFO) | N/A | N/A | N/A | Value tied to share price | 1/3 at grant, 1/3 at 1st anniversary, 1/3 at 2nd anniversary |
Investment Implications
- Alignment: Cross’s compensation is predominantly equity‑based via stock options with multi‑year vesting, aligning incentives to share price and continued service; no bonus amounts disclosed for CFO in 2023–2024, and total compensation remained modest and stable .
- Retention risk: Consulting agreement is terminable on 90 days’ notice and provides minimal severance even under CoC (C$18,000), which reduces long‑term lock‑in but options’ vesting schedule encourages continuity; net effect is moderate retention risk buffered by equity incentives .
- Selling pressure: No NEO option exercises in 2023 and beneficial ownership consists of options exercisable within 60 days (75k in 2024; 90k in 2025); near‑term selling pressure depends on moneyness, but policy bans hedging/pledging, mitigating adverse signaling .
- Governance considerations: The related party Cross Davis arrangement is disclosed, fixed‑fee, and terminable, but constitutes an interlock that investors should monitor for independence in financial reporting and audit oversight .
- Pay‑for‑performance risk: THM explicitly does not tie incentives to financial metrics like TSR; pay decisions have focused on project progress rather than market performance, and the Compensation Committee did not use pay‑versus‑performance disclosures when setting incentives—potential for misalignment if share performance remains volatile .