Diana Walters
About Diana Walters
Independent director since May 18, 2016; age 61 as of March 1, 2025. Walters is Audit Committee Chair and the Board’s SEC-defined “audit committee financial expert,” with 35+ years in natural resources as a private equity investor, investment banker, CFO, and board member; education includes a B.A. in Plan II Liberal Arts and an M.A. in Energy and Mineral Resources from the University of Texas at Austin . She is independent under NYSE American, SEC, and NI 52-110 standards and had 100% overall attendance in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Metals & Mining Holdings, LLC | President; senior management at Liberty Mutual Asset Management | Jan 2010 – Sept 2014 | Corporate finance and mining investment leadership |
| Eland Capital, LLC | Managing Partner (founder) | 2007 – 2010 | Natural resources advisory; debt/equity investment expertise |
| Credit Suisse; HSBC; other firms | Various leadership roles | Not disclosed | Extensive debt/equity investment experience |
| Tatham Offshore Inc. | Chief Financial Officer | Not disclosed | CFO in upstream oil & gas (Gulf of Mexico assets) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independence Point Advisors, LLC | Senior Advisor | Commenced 2022 | Advises boards/senior management on financial and strategic matters |
| Amichel LLC | Manager & Founder | 2019 – present | Investment/strategy advisory in natural resources |
| Platinum Group Metals Ltd. | Director (current) | Not disclosed | Board oversight in mining; committee roles not disclosed |
| NuScale Power, LLC | Director (current) | Not disclosed | Board oversight; committee roles not disclosed |
| Alta Mesa Resources, Inc. | Director (non-current) | Not disclosed | Board oversight; committee roles not disclosed |
| Atmos Energy Corporation | Director (non-current) | Not disclosed | Board oversight; committee roles not disclosed |
Board Governance
- Committees: Audit (Chair) and Corporate Governance & Nominating (member); Audit met four times and CGN met five times in FY2024; Walters attended Board 8/8, Audit 5/5, and CGN 6/6 (100% overall) .
- Independence: Determined independent, meeting all NYSE American, SEC, and NI 52-110 requirements .
- Audit expertise: Designated “audit committee financial expert” by the SEC definition .
- Election support: Received 99.58% votes “For” at the May 13, 2025 AGM (99,436,555 For; 418,154 Withheld) .
- Majority voting policy: Board-level policy requiring tendered resignation if withhold votes exceed votes for in uncontested elections .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $40,000 | Directors may elect to receive retainer in DSUs; paid quarterly |
| Audit Committee Chair Fee | $10,000 | Paid quarterly; Walters is Audit Chair |
| Committee Member Fee (per committee) | $3,000 | Paid quarterly for each committee membership |
| Ambler Metals Committee Member Fee | $15,000 | Non-executive members only; Walters is not a member |
| 2024 Fees Earned (Walters) | $56,000 | Fees paid out in DSUs for FY2024 |
Performance Compensation
| Award Type | Grant Date | Quantity | Terms | Valuation |
|---|---|---|---|---|
| RSUs (Annual) | Dec 7, 2023 | 100,000 | Payout at director election but no later than 3rd anniversary of grant | $0.43 per unit grant date fair value |
| Stock Options (Annual) | Dec 7, 2023 | 50,000 | Exercise price C$0.59; 5-year term; fully vested at grant | $0.20 per option fair value |
| Vested Awards in FY2024 (Walters) | FY2024 | Options: 50,000; Shares/Units: 100,000 | Based on director vesting during FY2024 | Option value vested: $10,000; Share-based value vested: $43,000 |
- Change-of-control: All outstanding RSUs accelerate to vested and payout is accelerated on a change-of-control; equity options under the Equity Incentive Plan become fully vested upon a change-of-control .
- Plan administration and amendments: RSU Plan and Equity Incentive Plan include amendment rights, insider issuance limits, and Section 409A compliance provisions .
Other Directorships & Interlocks
- Current boards: Platinum Group Metals Ltd.; NuScale Power, LLC (roles per company disclosures) .
- Interlocks: No Compensation Committee or Board interlocks among Board members during 2024 .
Expertise & Qualifications
- Sector experience: Mining and energy; corporate finance, accounting, M&A, compensation, corporate governance, ESG, diversity expertise .
- Credentials: Audit Committee financial expert; seasoned investor and banker; prior CFO experience .
- Education: University of Texas at Austin—B.A. Plan II Liberal Arts; M.A. Energy and Mineral Resources (Honors) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership | 998,254 shares; 0.6% of class | As of March 2, 2025; includes exercisable derivatives within 60 days |
| Securities Held (Detail) | Common: 51,302; Options: 325,000; RSUs: 100,000; DSUs: 521,952 | As of FY2024 committee attendance table |
| Ownership Policy Requirement | 3x annual cash retainer for directors | Adopted Dec 5, 2024 |
| Compliance Status | Eligible holdings: 673,254; Requirement: $120,000; Proportion: >100% | As of the proxy date; meets guideline |
| Pledged/Hedged Shares | Not disclosed | No pledging or hedging disclosed |
Governance Assessment
- Strengths: Audit Chair and SEC “financial expert” designation; 100% attendance and multi-committee engagement; strong shareholder support in 2025 director election; independent status; alignment via DSUs and RSUs; meets director ownership guideline; no related-party transactions >$120,000 and no director/officer indebtedness .
- Pay structure: 2024 mix shows $56,000 cash/DSU fees, $43,000 RSUs (time-based), and $10,000 options (fully vested at grant); structure emphasizes fixed fees plus annual equity with limited performance-contingency for directors .
- Shareholder signals: Say-on-pay approved with 98.15% “For”; RSU Plan and DSU Plan unallocated entitlements approved (~97.9% “For”)—supportive of current compensation/governance framework .
- RED FLAGS:
- Change-of-control acceleration for director RSUs and options can reduce at-risk alignment during takeover scenarios (accelerated vesting) .
- Audit Committee reviews related-party transactions case-by-case without a written policy (although the practice is to approve only in Company’s best interests) .