Elaine Sanders
About Elaine Sanders
Elaine Sanders, age 55, is Vice President, Chief Financial Officer, and Corporate Secretary of Trilogy Metals (TMQ). She has served as Corporate Secretary since April 29, 2011 and as VP & CFO since January 30, 2012 . Sanders holds a Bachelor of Commerce from the University of Alberta and is a Chartered Professional Accountant (Canada) and Certified Public Accountant (Illinois) . She exceeds TMQ’s stock ownership guideline for CFOs (≥2x base salary), with eligible holdings above requirement; company performance during her tenure shows cumulative TSR of -34% in FY2024 (after -114% in FY2023) and net loss improving to -$8.6 million in FY2024 from -$15.0 million in FY2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trilogy Metals Inc. | Vice President & Chief Financial Officer; Corporate Secretary | VP & CFO since Jan 30, 2012; Corporate Secretary since Apr 29, 2011 | Leads financial reporting, compliance, governance; executed financings, listings on TSX and NYSE American |
| NOVAGOLD Resources Inc. | Vice President, Chief Financial Officer & Corporate Secretary (previously) | Not disclosed | Finance and governance leadership at a public mining company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexco Resource Corp. | Director (non-current) | Not disclosed | Public company board experience in mining sector |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (C$) | C$344,760 | C$344,760 (no increase) |
| Target Annual Bonus (% of base) | 70% | 70% (policy unchanged) |
Performance Compensation
| Component | Grant/Period | Metric/Terms | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (Cash) | FY2024 | Company scorecard result | 70% of base | $106,746 cash (C$105,835 avg FX $0.7336) | N/A |
| Annual Incentive (RSUs) | FY2024 (granted Dec 9, 2024) | RSUs issued for performance | N/A | 104,750 RSUs, $108,940 value; vested immediately on grant | Immediate vest (Dec 9, 2024) |
| Annual Equity Grants (Options) | Dec 7, 2023 | 550,000 options; C$0.59 strike; 5-year life | N/A | $110,000 grant-date fair value; vest in 3 equal tranches | 1/3 grant date; 1/3 on Dec 7, 2024; 1/3 on Dec 7, 2025 |
| Annual Equity Grants (RSUs) | Dec 7, 2023 | 550,000 RSUs | N/A | $236,500 grant-date value; vest in 3 equal tranches | 1/3 grant date; 1/3 on Dec 7, 2024; 1/3 on Dec 7, 2025 |
Corporate performance scorecard (FY2024):
| Goal Category | Weighting | Achievement |
|---|---|---|
| JV oversight & stakeholder engagement | 45% | 65 |
| Exploration opportunities | 5% | 5 |
| Investor relations & marketing | 15% | 15 |
| Corporate development & defense prep | 10% | 10 |
| Delivering value | 10% | 15 |
| Head office operations | 5% | 5 |
| Liquidity/financing | 10% | 10 |
| Total company score | 100% | 125% |
Multi‑Year Compensation (Summary Compensation Table – USD)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $256,216 | $255,226 | $252,916 |
| Cash Bonus ($) | $0 | $0 | $106,746 |
| Stock Awards ($) | $369,073 | $465,323 | $358,763 |
| Option Awards ($) | $160,308 | $135,303 | $110,382 |
| All Other Compensation ($) | $14,374 | $14,349 | $14,505 |
| Total ($) | $799,971 | $870,201 | $843,312 |
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Common Shares (beneficial) | 3,123,860 | Meets CFO ownership guideline |
| Stock Options (outstanding) | 2,050,000 | Details below |
| RSUs (outstanding) | 300,001 | Current value $429,001; grant-date value $200,167 |
| Ownership guideline | 2x annual base salary (CFO) | Requirement $491,214; status >100% met |
| Hedging/Pledging | Hedging prohibited; no pledging disclosed | Non-hedging policy |
Ownership as % of shares outstanding: 1.9% (=3,123,860 ÷ 164,154,743 shares outstanding at Mar 17, 2025) .
Options detail (Outstanding at FY2024 year-end):
| Grant Date | Exercisable | Unexercisable | Strike (C$) | Expiration |
|---|---|---|---|---|
| Dec 7, 2023 | 183,333 | 366,667 | 0.59 | Dec 6, 2028 |
| Dec 8, 2022 | 333,333 | 166,667 | 0.78 | Dec 7, 2027 |
| Dec 8, 2021 | 225,000 | — | 2.21 | Dec 8, 2026 |
| Dec 10, 2020 | 450,000 | — | 2.52 | Dec 9, 2025 |
| Dec 27, 2019 | 400,000 | — | 3.02 | Dec 26, 2024 |
RSU vesting schedule (company-wide outstanding tranches; Sanders’ awards follow equal thirds on applicable grants):
| Vest Date | Units | Context |
|---|---|---|
| Dec 7, 2025 | 1,271,670 RSUs will vest (company-wide) | Includes tranche from Dec 7, 2023 RSU grants (Sanders’ 183,333) |
| Dec 9, 2025 | 263,333 RSUs will vest (company-wide) | NEO/Director grants |
| Dec 9, 2026 | 263,335 RSUs will vest (company-wide) | NEO/Director grants |
Sanders’ specific vesting (derived from grant terms):
- Dec 7, 2023 RSUs: 183,333 vest on grant; 183,333 on Dec 7, 2024; 183,334 on Dec 7, 2025 .
- Dec 7, 2023 Options: 183,333 vest on grant; 183,333 on Dec 7, 2024; 183,334 on Dec 7, 2025; expires Dec 6, 2028; strike C$0.59 .
- Dec 9, 2024 Annual Incentive RSUs: 104,750 vested immediately on grant .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Effective Nov 13, 2012 (VP & CFO) |
| Severance (termination w/o cause or qualifying change-of-control) | Lump sum equal to 2×(annual base salary + prior-year annual incentive) (Sanders Severance Payment) |
| Estimated severance (based on current salary and prior-year bonus) | C$1,028,910 |
| Change-of-control definition | ≥50% asset sale; ≥40% voting share acquisition; board turnover; merger with ≥40% new holder post-transaction |
| Double-trigger mechanics | Deemed termination within 12 months post-CoC if material role/salary change or material breach, after notice/cure periods |
| Benefits continuation | Group insurance for 12 months post-termination or cash equivalent |
| Non-solicitation & confidentiality | Included in employment agreement |
| Clawbacks/tax gross-ups | Not disclosed |
| Deferred compensation plans | Company has no nonqualified deferred compensation plans for executives |
Compensation Peer Group
- The Compensation Committee, advised by Roger Gurr & Associates, benchmarked NEO pay to a peer group of 15–20 North American mining developers (C$50–500mm market cap), focusing on base/precious metals and North American projects .
- Peer examples include Arizona Sonoran Copper, Solaris Resources, Western Copper & Gold, Perpetua, Ascot Resources, and others listed in the proxy .
Say‑on‑Pay & Shareholder Feedback
- FY2024 say‑on‑pay approval: approximately 95% in favor; annual frequency endorsed (81% in 2022) .
Performance & Track Record (Selected Company Metrics)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR (Value of $100 initial investment) | -98.00 | -114.00 | -34.00 |
| Net Income (Loss) ($000s) | -24,257 | -14,951 | -8,587 |
Notable 2024 execution items cited in assessing NEO incentives: cash preservation, interest income on excess cash, JV returned $25 million to each partner to avoid equity financing .
Compensation Structure Analysis
- Mix shift maintains at‑risk emphasis: salary unchanged into 2025 (C$344,760) while 2024 incentive paid partly in equity (RSUs) and options/RSUs granted annually with multi‑year vesting .
- Equity instruments favor retention: standard two‑year vesting in equal thirds; options five‑year term; significant RSU tranches vesting in December 2025 across the company .
- Hedging prohibited; ownership policy implemented in Dec 2024 aligns executives/directors to multi‑of‑salary/retainer requirements .
Equity Ownership & Pledging
- Sanders meets/exceeds CFO ownership guideline (≥2x salary); eligible holdings shown; no pledging disclosed; hedging prohibited by policy .
Related Party Transactions and Red Flags
- No related party transactions for Sanders disclosed in proxy sections provided. Hedging prohibited; no option repricing in plan provisions without shareholder approval; non‑transferability of awards .
Board Governance (for context)
- Sanders is not a director; attendance N/A. Board committees are fully independent; Compensation Committee met three times in FY2024 and comprises independent directors (Gowans, Hayden, Hensley) .
Investment Implications
- Alignment: Strong alignment via ownership policy compliance (>2x salary), equity-heavy incentive mix, and prohibition on hedging suggests skin-in-the-game and governance discipline .
- Retention vs selling pressure: Material vesting dates (Dec 7, 2025 for options/RSUs) may create potential selling pressure windows; monitor Form 4 activity around these dates and option expirations in 2025 and 2026 .
- Pay-for-performance: 2024 payouts linked to a 125% company scorecard and delivered partly in equity; despite negative TSR, net losses improved year-over-year, indicating operational/capital discipline—expect continued use of equity incentives tied to JV progress and financing milestones .
- Change-of-control economics: Double-trigger severance of 2x (salary+bonus) with 12‑month benefits provides competitive protection; not excessive vs small-cap mining peers (monitor potential accelerated vesting terms in plans upon CoC) .