Stuart Harshaw
About Stuart Harshaw
Stuart Harshaw (age 57) is an independent director of International Tower Hill Mines Ltd. (THM) since April 1, 2018, bringing over 30 years of mining leadership experience focused on operations, marketing, and international refinery management . He is President & CEO of Nickel Creek Platinum (since 2020) and previously served as Vice-President, Ontario Operations at Vale (2016–2017), and earlier as Vice-President, Marketing & Sales, Base Metals for Vale International across Asia, managing multiple nickel refinery operations (Japan, China, Taiwan, JV in Korea) . Harshaw holds a B.Sc. in Metallurgical Engineering from Queen’s University and an MBA from Laurentian University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nickel Creek Platinum | President & CEO | Since 2020 | Executive leadership of nickel-copper-PGM asset; operations oversight |
| Stuart Harshaw Consulting | President | Since Jan 2018 | Strategic advisory in mining operations |
| Vale (Ontario Operations) | Vice-President | Jan 2016 – Oct 2017 | Responsible for 6 mines, mill, smelter, nickel/cobalt/precious metals refineries, hydro generation |
| Vale International | VP, Marketing & Sales, Base Metals | Prior to 2016 | Led Asia-Pacific base metals marketing; managed refineries in Japan, China, Taiwan, JV in Korea |
External Roles
| Company | Role | Public Listing | Current/Prior |
|---|---|---|---|
| Nickel Creek Platinum Corp. | Director | TSX | Current |
| Platinum Group Metals Ltd. | Director | TSX, NYSE American | Current |
| Constantine Metal Resources Ltd. | Director | TSXV | Former |
| FPX Nickel Corp. | Director | TSXV | Former |
Board Governance
- Independence: The Board determined that all current directors other than the CEO are independent under NYSE American and NP 58‑201; Harshaw is independent .
- Committees and roles:
- Audit Committee member
- Compensation Committee member
- Technical Committee Chair
- Attendance: 100% attendance across Board and his committees in FY2024 (Board 6/6; Audit 4/4; Compensation 1/1; Technical Committee held no meetings in 2024) .
- Majority voting policy in uncontested elections; resignations expected if “withhold” votes exceed “for” .
- Anti-hedging/anti-pledging share trading policy prohibits hedging, short sales, options, swaps, collars, and pledging/margin accounts—enhancing alignment and reducing risk .
Fixed Compensation
| Year | Cash Retainer (CAD) | Fees Earned (USD) | Notes |
|---|---|---|---|
| 2024 | C$10,000 | $7,318 | Non-Paulson directors’ retainer reduced to C$10,000 starting 2018 to cut overhead |
Performance Compensation
| Year | Equity Type | Grant Date | Units Granted | Grant Fair Value (CAD) | Grant Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|---|---|
| 2024 | DSUs | May 29, 2024 | 88,298 | C$83,000 | $60,582 | Vests immediately; shares issued only upon director’s departure per DSU Plan |
No option-based awards outstanding for non-management directors as of Dec 31, 2024; annual director equity is via DSUs rather than options .
Performance metrics: Director DSU grants are not contingent on financial metrics (e.g., TSR, EBITDA); they function as time/alignment instruments with issuance of common shares deferred until cessation of service .
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Large Shareholder Influence | Paulson & Co. owns ~33.79%; entitled to nominate two directors via Investor Rights Agreement (IRA). Harshaw is not a Paulson nominee . |
| Related-Party Transactions | No reportable related-party transactions in FY2023 or FY2024 . |
Expertise & Qualifications
- Technical: Metallurgical engineering, complex multi-site operations, refinery management, base metals marketing .
- Industry: 30+ years in mining across operations and commercial functions; executive leadership in nickel and PGM sectors .
- Education: B.Sc. Metallurgical Engineering (Queen’s University); MBA (Laurentian University) .
Equity Ownership
| Holder | Common Shares Owned | Equity Awards Exercisable Within 60 Days (Excl. DSUs) | Vested DSUs | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Stuart Harshaw | – | – | 662,704 | 662,704 | <1% |
| Policies: Prohibition on hedging and pledging of Company securities applies to directors, further aligning incentives with shareholders . |
Governance Assessment
- Strengths
- Independent director with 100% attendance and active roles on Audit and Compensation; Chair of Technical Committee—positive engagement and oversight signal .
- Alignment through DSUs with deferred share issuance until departure; anti-hedging/anti-pledging policy reduces misalignment risk .
- No related-party transactions and no indebtedness—clean conflict profile .
- Potential Investor Sensitivities
- Concentrated ownership and two Board seats via Paulson IRA may influence governance dynamics; however, Board has determined Paulson’s Chair nominee (Kim) is independent .
- Technical Committee did not meet in 2024; though project stage rationale exists, continued monitoring of committee activity is warranted .
Overall, Harshaw’s independence, full attendance, and technical/operational expertise support board effectiveness, with equity-based director pay structured for long-term alignment. The primary governance watchpoint is the overarching shareholder concentration via Paulson, not specific to Harshaw .