Marcelo Kim
About Marcelo Kim
Marcelo Kim (age 38) is Chair of the Board at International Tower Hill Mines Ltd. and a Partner at Paulson & Co., overseeing natural resource investments with specialization in gold, base metals, bulk commodities, and oil & gas; he holds a BA in Economics with honors from Yale University and has served on THM’s board since December 28, 2016 . The Board determined he is independent under NYSE American and NP 58-201 standards despite his role at the Company’s largest shareholder, and appointed a Lead Independent Director to further bolster independent oversight . He resides in New York, USA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paulson & Co., Inc. | Partner, Natural Resource Investments | 2011–present | Oversees gold/base metals/bulk/oil & gas investments |
| Paulson & Co., Inc. | Generalist Analyst (event arbitrage) | 2009–2011 | Cross-sector capital structures analysis |
External Roles
| Organization | Role | Tenure | Exchange(s) |
|---|---|---|---|
| Perpetua Resources Corp. (formerly Midas Gold Corp.) | Chairman of the Board (current) | Current | TSX, Nasdaq |
Board Governance
- Board Chair since appointment; Lead Independent Director is Thomas Weng to provide additional independent oversight given Kim’s Paulson affiliation .
- Independence: Board concluded his Paulson relationship does not impair independent judgment; all directors other than the CEO are independent .
- Paulson Investor Rights Agreement (IRA): While owning ≥20% of outstanding shares, Paulson may designate two nominees; a Paulson nominee is to be Chair; Paulson owns ~33.79% (70,239,388 shares) and nominated Kim for re‑election .
| Committee | Membership | Chair Role |
|---|---|---|
| Corporate Governance & Nominating (CGNC) | Member | No |
| Technical Committee | Member | No |
| Audit Committee | Not a member | No |
| Compensation Committee | Not a member | No |
| FY 2024 Attendance | Board | Audit | Compensation | CGNC | Technical |
|---|---|---|---|---|---|
| Meetings attended | 6 | N/A | N/A | 1 | 0 (no technical meetings held in 2024) |
| Attendance rate | 100% | N/A | N/A | 100% | 100% (no meetings) |
- Independent directors meet in executive session without management; the Chair is independent .
Fixed Compensation
- Under the IRA, Paulson nominees are not entitled to any salary, directors’ fees, or other compensation for board service; accordingly, Kim received no compensation .
- Reimbursements: All directors (including Paulson nominees) are reimbursed for out‑of‑pocket costs for meetings and have D&O insurance and indemnity agreements acceptable to Paulson .
- Reference levels for non‑Paulson directors (context): Annual retainer reduced to C$10,000 since 2018 to lower overhead; DSUs granted to non‑Paulson directors (see Performance Compensation) .
| FY 2024 Director Cash Compensation (USD) | Annual Retainer | Committee Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| Marcelo Kim | $0 | $0 | $0 | $0 |
Performance Compensation
- Paulson nominees (including Kim) do not participate in DSU grants; non‑Paulson directors each received 88,298 DSUs in 2024, vesting on grant with fair value of $60,582 (C$83,000 at C$0.94 per DSU) .
- No stock options outstanding for non‑management directors; DSUs are issued to non‑Paulson directors and settle upon cessation of service .
| FY 2024 Director Equity Compensation | DSUs Granted (#) | DSU Fair Value (USD) | Vesting | Settlement |
|---|---|---|---|---|
| Marcelo Kim | 0 | $0 | N/A | N/A |
Performance metrics tied to director compensation: Not applicable for Kim; DSU program terms apply to non‑Paulson directors only .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Perpetua Resources Corp. | Chairman | Mining sector expertise; no THM‑reported related‑party transactions in FY2023–2024 |
- Sponsor influence: Paulson’s IRA rights (two nominees; Chair designation) and 33.79% ownership may create perceived influence; Board mitigations include independence determination and a Lead Independent Director .
Expertise & Qualifications
- Natural resources investing leadership (gold/base metals/bulk/oil & gas) and event‑driven analysis; Yale BA in Economics (honors) .
- Sector expertise reflected in committee assignments (CGNC, Technical) and service as Board Chair .
- Legal proceedings: Proxy discloses no director/NEO current involvement in Item 401(f)/Item 103 proceedings; noted cease‑trade matters pertain to other companies and other directors (not Kim) .
Equity Ownership
| Holder | Shares Owned | Equity Awards Exercisable/vesting ≤60 days | Vested DSUs | Total | % of Shares Outstanding |
|---|---|---|---|---|---|
| Marcelo Kim (individual) | 0 | 0 | 0 | 0 | 0% |
| Paulson & Co., Inc. (Kim is a Partner) | 70,239,388 | N/A | N/A | 70,239,388 | 33.79% |
- Anti‑hedging and anti‑pledging: THM’s Share Trading Policy prohibits hedging, derivative transactions, short sales, and pledging or margin accounts for company securities by directors, officers, employees, and contractors .
Governance Assessment
- Independence and oversight: The Board’s explicit independence determination for Kim (despite sponsor role) plus appointment of a Lead Independent Director strengthens oversight; executive sessions of independent directors further support board effectiveness .
- Attendance and engagement: 100% attendance at Board and committee meetings in FY2024, including CGNC; Technical Committee held no meetings, reflecting project stage; overall engagement signals strong participation .
- Pay alignment: Zero director pay for Paulson nominees (including Kim) eliminates direct cash/equity incentives at THM and aligns sponsor’s representative with shareholder value via sponsor ownership; non‑Paulson directors receive DSUs to align interests .
- Related‑party safeguards: Audit Committee pre‑approval for related‑party transactions; proxy reports no related‑party transactions in FY2023–2024, reducing conflict risk .
- Concentrated ownership: Paulson’s 33.79% stake and IRA nomination/Chair rights introduce influence risk; mitigations include independence determination and lead independent directorship .
RED FLAGS to monitor
- Sponsor influence: Chair designation via IRA and concentrated ownership (33.79%) warrant ongoing focus on minority shareholder protections and committee independence .
- Board mandate: No written Board mandate; reliance on common law and committee charters may be appropriate for size/stage but can be less prescriptive; however, standing committee charters exist .
- Executive compensation oversight context: Not directly a director issue, but continued monitoring of pay versus performance and say‑on‑pay outcomes advisable; annual say‑on‑pay proposed .
Appendix: Key Identifiers and Policies
- Shares outstanding: 207,885,473 as of April 16, 2025 .
- Majority Voting Policy for directors (resignation upon majority withhold in uncontested elections) .
- Committee compositions: Audit (Drescher—Chair, Harshaw, Weng); Compensation (Tully—Chair, Harshaw, Weng); CGNC (Weng—Chair, Drescher, Kim); Technical (Harshaw—Chair, Hanneman, Kim, Tully) .