Edel Tully
About Edel Tully
Dr. Edel Tully, age 45, has served as an independent director of International Tower Hill Mines Ltd. since June 18, 2023 . She holds a PhD from Trinity College Dublin (2006) on gold market dynamics and has 20 years of precious metals market experience, including senior roles at UBS and Mitsui; she is currently Director of Financial Services at the London Bullion Market Association (LBMA) since October 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS | Managing Director, Global Head Precious Metal Sales; previously Head of Precious Metals Research | ~10 years (specific dates not disclosed) | Senior leadership and market expertise |
| Mitsui & Co. Precious Metals, Inc. | Head of Precious Metals Research | Not disclosed | Precious metals research leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| London Bullion Market Association (LBMA) | Director of Financial Services | Since Oct 2020 | Industry association leadership; markets expertise |
Board Governance
- Independence: Tully is an independent director; all Compensation Committee members are independent .
- Committee assignments:
- Compensation Committee: Chair
- Technical Committee: Member
- Audit Committee: Not a member
- Corporate Governance & Nominating Committee (CGNC): Not a member
- Attendance and engagement:
- The Board held 6 meetings in FY2024; each director attended 100% of Board and applicable committee meetings (Compensation held 1 meeting; Technical held 0) .
- Majority voting and shareholder rights: The Board follows a majority voting policy; CGNC reviews any withhold-majority outcomes and recommends acceptance absent exceptional circumstances .
- Lead Independent Director: Thomas Weng is Lead Independent Director (not Tully) .
- Governance policies: Code of Business Conduct and Ethics and Share Trading Policy (anti-hedging and anti-pledging) in force; no waivers or departures reported in the most recent fiscal year .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | C$10,000 | Retainer reduced in 2018 to control overhead; applies to non-Paulson nominees |
| Fees earned or paid in cash (USD) | $7,318 | Reported in Director Compensation Table (FY2024) |
| Committee chair/member fees | Not disclosed | No separate chair/member fees disclosed |
| Other cash/perquisites | None disclosed | No meeting fees/perquisites for directors disclosed |
Performance Compensation
| Equity Award | Grant Date/Period | Number of Units | Fair Value Per Unit | Total Fair Value | Vesting | Issuance |
|---|---|---|---|---|---|---|
| Deferred Share Units (DSUs) | FY2024 | 88,298 | C$0.94 | C$83,000; $60,582 (USD) | Vests immediately | Common shares issued only upon cessation of Board service |
| Stock options (director) | N/A | 0 | N/A | N/A | N/A | N/A |
- DSU Plan governance: DSU Plan adopted in 2017; re-approved by shareholders in May 2021 and May 2024; intended to align director interests with shareholders . The maximum shares issuable under security-based plans is capped at 10% of outstanding shares; no award repricing during FY2024 .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging company securities under the Share Trading Policy (filed as Exhibit 19.1 to the 2024 10-K) .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| N/A | — | No current or former public company directorships disclosed for Tully |
- Board interlocks context: The THM Board includes directors affiliated with large shareholders (e.g., Paulson nominee Marcelo Kim; Paulson holds ~33.79% of shares), but Tully is not a Paulson nominee .
Expertise & Qualifications
- Precious metals market expert with 20 years’ experience; frequent conference speaker and media guest .
- PhD in gold market pricing, intraday patterns, and seasonality (Trinity College Dublin, 2006) .
- Senior leadership experience overseeing compensation as Compensation Committee Chair .
Equity Ownership
| Holder | Common Shares Owned | Shares Acquirable within 60 Days (Excl. DSUs) | Vested DSUs | Total Beneficial | % of Class |
|---|---|---|---|---|---|
| Edel Tully | — | — | 233,912 | 233,912 | <1% |
- DSUs vest on grant but shares are issued only when the director leaves the Board .
- No options outstanding for non-management directors; thus no exercisable/unexercisable or in-the-money option values for Tully .
- Pledging/hedging prohibited by policy; no pledging disclosed .
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM advisory vote on NEO compensation approved: For 142,209,357; Against 2,241,140; Broker non-votes 16,672,079 .
- 2025 AGM vote on say‑on‑pay frequency: One year 143,210,720; Two years 272,720; Three years 910,138; Abstentions 56,919; Broker non‑votes 19,627,079 (Company will hold annual votes) .
Governance Assessment
- Strengths:
- Independent director and Compensation Committee Chair with strong domain expertise; committee comprised entirely of independent directors .
- 100% attendance at Board and relevant committee meetings in FY2024, indicating high engagement .
- Equity alignment via DSUs with issuance deferred until service ends; anti‑hedging and anti‑pledging policy reduces misalignment risk .
- No director‑specific related‑party transactions or material interests disclosed; conflicts governed through Code and Articles with recusal requirements .
- Watch items:
- Significant shareholder influence: Paulson holds ~33.79% and nominates directors; while Tully is independent, overall board dynamics warrant monitoring for compensation independence and minority shareholder considerations .
- Diversity policy: Board has one woman director and no formal written policy on women directors; orientation is ad hoc given company size .
No director‑specific severance, change‑of‑control, tax gross‑ups, or perquisites are disclosed for directors; annual cash retainers are modest and DSUs dominate director pay, supporting long‑term alignment .