Thomas Weng
About Thomas Weng
Thomas Weng (age 56) is Lead Independent Director of International Tower Hill Mines Ltd. (THM) and has served on the Board since August 5, 2013 . He has more than 30 years of financial-services experience; he is Co‑Founding Partner at Alta Capital Partners (since February 2011), previously Managing Director at Deutsche Bank and Head of Equity Capital Markets for Metals & Mining across the Americas and Latin America (February 2007–January 2011), with prior senior roles at Pacific Partners, Morgan Stanley, and Bear Stearns . He holds a BA in Economics from Boston University . Weng is currently Chair of Hycroft Mining Holding Corp. (Nasdaq) and a Director at Jaguar Mining Inc. (TSX) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alta Capital Partners | Co‑Founding Partner | Feb 2011–present | Advisory and consulting services |
| Deutsche Bank | Managing Director; Head of Equity Capital Markets for Metals & Mining (Americas & LatAm) | Feb 2007–Jan 2011 | Led ECM across regions and sectors |
| Pacific Partners | Senior positions | Prior to 2007 | Alternative investment firm experience |
| Morgan Stanley | Senior positions | Prior to 2007 | Capital markets roles |
| Bear Stearns | Senior positions | Prior to 2007 | Capital markets roles |
External Roles
| Company | Role | Exchange |
|---|---|---|
| Hycroft Mining Holding Corp. | Chair | Nasdaq |
| Jaguar Mining Inc. | Director | TSX |
Board Governance
- Lead Independent Director; Director since August 5, 2013 .
- Committee assignments: Audit Committee (Member), Compensation Committee (Member), Corporate Governance and Nominating Committee (Chair) .
- Independence: All members of the Audit, Compensation, and CGNC committees are independent; company confirms independence per NYSE American and CSA rules .
- Attendance and engagement: In FY2024, the Board held six meetings; each director attended 100% of Board and applicable committee meetings; all directors attended the FY2024 annual meeting .
| Meeting Type | Meetings Held (FY2024) | Weng Attendance |
|---|---|---|
| Board | 6 | 100% |
| Audit Committee | 4 | 100% (member) |
| Compensation Committee | 1 | 100% (member) |
| Corporate Governance & Nominating Committee | 1 | 100% (Chair) |
Additional governance features:
- Majority Voting Policy: CGNC recommends on any “withhold” outcomes; Board must disclose decision; policy applies to uncontested meetings .
- Audit Committee financial expert: Anton Drescher designated; Weng is a member (not the designated expert) .
Fixed Compensation
- Policy: Annual retainer for non‑Paulson, non‑management directors set at C$10,000 (reduced in 2018 and continued); management directors compensated via DSUs exclusively; Paulson nominees receive no director compensation .
- Reimbursements: Directors reimbursed for out‑of‑pocket costs related to Board/committee meetings; D&O insurance and indemnities provided .
| Item | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash (US$) | $7,413 | $7,318 |
| Equity (DSUs) – Grant Fair Value (US$) | $61,461 | $60,582 |
| Total Director Compensation (US$) | $68,874 | $67,900 |
| Annual Retainer (Cash, policy) | C$10,000 | C$10,000 |
Notes:
- Paulson nominee (Marcelo Kim, Chair) receives no director compensation under IRA .
Performance Compensation
- Structure: Director equity via Deferred Share Units (DSUs), vesting immediately; underlying shares are issued only when the director leaves the Board (deferral aligns long-term interests) .
- No performance metrics (TSR/ESG/revenue) tied to director grants disclosed; DSUs are time‑based with deferral .
| Grant Year | Grant Date | Instrument | DSUs Granted | Grant Date Fair Value per DSU | Total Grant Fair Value | Vesting | Source |
|---|---|---|---|---|---|---|---|
| 2023 | 2023-05-23 | DSU | 131,746 | C$0.63 | C$83,000 | Immediate; shares issued upon cessation | Proxy; Form 4: https://www.sec.gov/Archives/edgar/data/1134115/000106299323012232/0001062993-23-012232-index.htm |
| 2024 | 2024-05-29 | DSU | 88,298 [Read as 2024] | C$0.94 | C$83,000 | Immediate; shares issued upon cessation | Form 4: https://www.sec.gov/Archives/edgar/data/1134115/000106299324011494/0001062993-24-011494-index.htm |
| 2025 | 2025-06-04 | DSU | 66,400 | — | — | Immediate; shares issued upon cessation | Form 4: https://www.sec.gov/Archives/edgar/data/1134115/000106299325011147/0001062993-25-011147-index.htm |
Other Directorships & Interlocks
| Company | Role | Exchange | Potential Interlock/Conflict |
|---|---|---|---|
| Hycroft Mining Holding Corp. | Chair | Nasdaq | None disclosed between THM and Hycroft |
| Jaguar Mining Inc. | Director | TSX | None disclosed between THM and Jaguar |
- Related-party transactions: Audit Committee pre-approves any related-party transactions; none reportable in FY2023–FY2024 .
Expertise & Qualifications
- BA in Economics, Boston University .
- 30+ years in financial services; ECM leadership for metals & mining across Americas/LatAm .
- Advisory credentials via Alta Capital Partners; capital-markets experience at Morgan Stanley and Bear Stearns .
- Compensation Committee experience: the proxy notes Weng has served on compensation committees of similar-sized organizations .
Equity Ownership
| Item | Amount | % of Shares Outstanding |
|---|---|---|
| Common Shares Owned | 85,000 | <1.0% (denoted “*”) |
| Vested DSUs | 792,391 | <1.0% |
| Total Beneficial (Shares + Vested DSUs) | 877,391 | <1.0% |
| Shares Outstanding (reference date) | 207,885,473 (as of Apr 16, 2025) | — |
Insider transactions (Form 4):
- 2023-05-23: Award of 131,746 DSUs (post-transaction position field per Form 4 shows DSUs line); price $0; link: https://www.sec.gov/Archives/edgar/data/1134115/000106299323012232/0001062993-23-012232-index.htm
- 2024-05-29: Award of 88,298 DSUs; price $0; link: https://www.sec.gov/Archives/edgar/data/1134115/000106299324011494/0001062993-24-011494-index.htm
- 2025-06-04: Award of 66,400 DSUs; price $0; link: https://www.sec.gov/Archives/edgar/data/1134115/000106299325011147/0001062993-25-011147-index.htm
Governance Assessment
- Strengths: Lead Independent Director; chairs CGNC; serves on Audit and Compensation Committees; committee independence affirmed; 100% attendance in FY2024 Board/committees; robust majority-voting and related-party oversight policies .
- Alignment: Compensation heavily equity‑based via DSUs with deferral until departure, plus de‑minimis cash retainer; Weng’s beneficial ownership includes both shares and DSUs, supporting long-term alignment .
- Shareholder signals: Say‑on‑pay approved (For: 142,209,357; Against: 2,241,140) at the 2025 AGM, indicating support for compensation practices .
- Structural risk to monitor: Concentrated ownership—Paulson & Co. holds ~33.79% and nominates directors under the IRA; while Weng is independent and not a Paulson nominee, the ownership concentration may influence governance dynamics .
RED FLAGS
- None reported in FY2023–FY2024 for related-party transactions .
- No legal proceedings/sanctions involving Weng disclosed under Item 401(f)/Item 103 .
- Director equity awards are not performance‑metric based (time‑based DSUs), which is typical for directors but offers no pay-for-performance linkage .