Gregory Lang
About Gregory Lang
Gregory Lang, age 70, is an independent director of Trilogy Metals (TMQ) and has served on the board since January 26, 2012. He is President and CEO of NOVAGOLD Resources Inc., with 35+ years in mine operations, project development and evaluations; he holds a B.S. in Mining Engineering from University of Missouri–Rolla and is a graduate of the Stanford Executive Program . The board determined he should serve due to expertise in mine building and operations, including senior roles at Barrick Gold North America, Homestake Mining, and International Corona Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barrick Gold North America | President | 2005–2011 | Senior leadership in mining operations and project development |
| Barrick Gold Corporation | Operating and project development roles | ~10 years | Progressive operating and project development experience |
| Homestake Mining Company | Operating/project roles | Prior to Barrick | Now part of Barrick; experience in mine operations and evaluations |
| International Corona Corporation | Operating/project roles | Prior to Barrick | Now part of Barrick; experience in mine operations and evaluations |
External Roles
| Organization | Role | Tenure | Public Company Board/Listing |
|---|---|---|---|
| NOVAGOLD Resources Inc. | President & CEO; Director | 2012–present | TSX/NYSE American: NG |
Board Governance
- Independence: The Board has determined Gregory Lang is independent under NYSE American, SEC rules, and NI 52‑110 .
- Committees: Audit, Compensation, and Environment, Health, Safety & Technical (EHST) .
- Attendance: Board 8/8, Audit 5/5, EHST 4/4 for the most recent year; Overall attendance 100% .
- Tenure: Director since January 26, 2012 .
- Engagement: Board holds regular meetings quarterly; eight in‑camera sessions of independent directors since Dec 1, 2023 .
| Board/Committee | Meetings (Attended/Scheduled) | Role |
|---|---|---|
| Board | 8/8 | Director (independent) |
| Audit Committee | 5/5 | Member |
| Compensation Committee | Noted member (see footnotes) | Member |
| EHST Committee | 4/4 | Member |
Fixed Compensation
- Fee schedule (directors): Annual cash retainer $40,000 (electable in DSUs); Audit Chair $10,000; Chairs of Compensation, Corporate Governance & Nominating, and EHST $5,000; Board Chair $12,000; committee member fees $3,000 per committee; Ambler Metals Committee non‑executive members $15,000; paid quarterly .
- FY2024 fees were paid out in DSUs for all directors .
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash or DSUs) | $40,000 | Electable in DSUs |
| Audit Chair | $10,000 | Annual |
| Compensation/CGN/EHST Chairs | $5,000 each | Annual |
| Board Chair | $12,000 | Annual |
| Committee member fee | $3,000 per committee | Annual |
| Ambler Metals Committee (non‑executives) | $15,000 | Annual |
| FY2024 Director Compensation (Gregory Lang) | Amount (USD) |
|---|---|
| Fees Earned (paid in DSUs) | $51,000 |
| Stock Awards (RSUs) | $43,000 |
| Option Awards | $10,000 |
| Total | $104,000 |
Performance Compensation
- RSUs: Annual grant of 100,000 RSUs on Dec 7, 2023 valued at $0.43 per unit; payout at director’s election but no later than the third anniversary of grant .
- Options: Annual grant of 50,000 options on Dec 7, 2023 at C$0.59 expiring Dec 6, 2028; fully vested on grant date; fair valued at $0.20 per option .
- Performance metrics tied to director compensation: None disclosed for directors; equity plans emphasize alignment via DSUs/Fixed DSUs and RSUs .
| FY2024 Equity Grants (Gregory Lang) | Grant Date | Quantity | Price/Value | Vesting/Payout | Expiration |
|---|---|---|---|---|---|
| RSUs | 12/07/2023 | 100,000 | $0.43 per unit | Payout by 3rd anniversary (director election) | N/A |
| Options | 12/07/2023 | 50,000 | C$0.59 exercise; $0.20 FV/option | Fully vested at grant | 12/06/2028 |
| Outstanding Option-Based Awards (Gregory Lang) | Grant Date | Unexercised Options (#) | Exercise Price (C$) | Expiration | In-the-money Value (USD) |
|---|---|---|---|---|---|
| Option grant | 12/07/2023 | 50,000 | 0.59 | 12/06/2028 | $65,313 (based on TSX C$1.60, FX $0.7138) |
| Option grant | 12/08/2022 | 50,000 | 0.78 | 12/07/2027 | — |
| Option grant | 12/09/2021 | 50,000 | 2.21 | 12/08/2026 | — |
| Option grant | 12/10/2020 | 100,000 | 2.52 | 12/09/2025 | — |
| Option grant | 12/27/2019 | 75,000 | 3.02 | 12/26/2024 | — |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Financial/ESG performance metrics | None disclosed for directors |
Other Directorships & Interlocks
| Company | Exchange | Role | Notes |
|---|---|---|---|
| NOVAGOLD Resources Inc. | TSX/NYSE American: NG | Director; President & CEO | Current public company directorship |
- The proxy states no penalties or sanctions for proposed directors and no material interests in matters to be acted upon, mitigating conflict risk .
- Audit Committee reviews related person transactions >$120,000; no such transactions involving directors/officers in last two fiscal years .
Expertise & Qualifications
- Mining engineering and operations, project development, construction, safety; senior officer experience .
- Education: B.S. Mining Engineering (University of Missouri–Rolla); Stanford University Executive Program graduate .
Equity Ownership
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Common Shares (#) | 272,879 | 314,181 | 314,181 | 314,181 |
| Stock Options (#) | 375,000 | 350,000 | 325,000 | 325,000 |
| RSUs (#) | — | — | 100,000 | 100,000 |
| DSUs (#) | 236,732 | 380,504 | 492,786 | 583,862 |
| Meets Share Ownership Requirement | — | — | — | Yes |
| DSU Valuation (as of Mar 2, 2025) | Number of DSUs | Dollar Value on Grant Date | Current Dollar Value |
|---|---|---|---|
| Gregory Lang | 583,862 | $526,356 | $834,924 |
- DSU program scale: 3,386,355 DSUs outstanding representing 2.06% of issued and outstanding shares; TSX close on Feb 28, 2025 C$2.06; NYSE American $1.43 per share .
- All directors elected to receive 100% of Annual Compensation in DSUs for 2024 and 2025; redemptions only post‑termination; plan promotes alignment and cash preservation .
Governance Assessment
- Independence and attendance: Lang is an independent director with perfect attendance across Board, Audit, and EHST, indicating engagement and reliability .
- Committee work: Active on Audit, Compensation, and EHST, contributing to oversight across financial reporting, pay, and technical EHS domains .
- Alignment: High equity alignment via DSUs (583,862 units) and RSU/option grants; he meets director share ownership guidelines, and directors elected to take fees in DSUs, signaling investor‑aligned compensation structure .
- Compensation structure: 2024 director compensation reviewed by an independent consultant with no program changes; fee schedule modest and transparent; equity grants are standardized across directors with immediate vesting for options and time‑based RSU payout, but no performance metric link disclosed for directors .
- Conflicts/related parties: Proxy discloses no penalties/sanctions and no related party transactions involving directors/officers above $120,000; Audit Committee oversees any such transactions if they arise .
- Engagement signals: Board independence majority; in‑camera executive sessions held eight times since Dec 1, 2023; separate independent Board Chair (Janice Stairs), supporting effective oversight .
RED FLAGS: None disclosed regarding attendance lapses, related‑party transactions, indebtedness, penalties/sanctions, or pledging. External CEO role at NOVAGOLD presents potential time‑commitment considerations, but independence and lack of related‑party transactions mitigate immediate conflict concerns as disclosed .