James Gowans
About James Gowans
James (Jim) Gowans, age 73, has served as an independent director of Trilogy Metals (TMQ) since May 22, 2019 and was Interim President & CEO from September 2019 to June 2020. He holds a BASc in Mineral Engineering (University of British Columbia) and attended the Banff School of Advanced Management, with a career spanning senior operating roles at Barrick, Debswana, De Beers, PT Inco and Placer Dome, including Alaska-based Red Dog Mine leadership experience . He is classified as independent under NYSE American, SEC, and NI 52‑110 standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trilogy Metals | Interim President & CEO | Sep 2019 – Jun 2020 | Led transition; alignment with Ambler Metals JV |
| Arizona Mining Inc. | President, CEO, Director | Jan 2016 – Aug 2018 (sold to South32) | CEO through sale to South32 |
| Barrick Gold Corporation | Senior Advisor to Chair; Co‑President; EVP & COO | Jan–Dec 2014 (EVP/COO), Jul 2014–Aug 2015 (Co‑President), Aug–Dec 2015 (Advisor) | Global operations leadership |
| Debswana Diamond Company | Managing Director | 2011 – 2014 | Botswana operations leadership |
| Cominco (Red Dog Mine) | Feasibility, design, construction; operated mine post‑commissioning | Historical | Alaska project execution and operations |
| De Beers SA/Canada; PT Inco; Placer Dome | Executive roles; VP Human Resources at Placer Dome | Historical | HR and operations expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NexGold Mining Corp. | Director | Current | Public company directorship |
| Premium Resources Ltd. | Director | Current | Public company directorship |
| Teck Resources Limited | Director | Current | Public company directorship |
| Titan Mining Corp.; Paycore Minerals Inc.; New Gold Inc.; Marathon Gold Corporation; Cameco Corp. | Director | Former | Prior public boards |
Board Governance
- Independence: Independent director .
- Committee assignments: Chair – Compensation Committee; Member – Environment, Health, Safety & Technical (EHST) Committee; Member – Ambler Metals Oversight Committee .
- Attendance and engagement:
- Overall attendance: 68% due to late‑year health‑related issues; CFO delegated on Ambler Metals when necessary; Gowans has recovered and is fully engaged .
- Board: 6/8; Compensation: 3/3; EHST: 2/4; Ambler Metals: 4/7 .
- Shareholder support signals:
- 2025 director election: 99.19% votes for Gowans (99,046,528 for; 808,181 withheld) .
- 2025 Say‑on‑Pay approval: 98.15% for .
| Board / Committee | Meetings Attended | Notes |
|---|---|---|
| Board | 6/8 | Overall attendance 68% with disclosed health recovery |
| Compensation (Chair) | 3/3 | Chair role confirmed |
| EHST | 2/4 | Member |
| Ambler Metals Committee | 4/7 | Member |
Fixed Compensation
- Fee structure (annual): Cash retainer $40,000; Compensation Committee Chair $5,000; Committee member fee $3,000 per committee; Board Chair $12,000 (not applicable); Ambler Metals Committee member $15,000; fees paid quarterly; directors may elect to receive any/all fees as DSUs .
- Actual 2024 fees earned: $66,000, paid out in DSUs .
| Component | Amount (USD) | Basis |
|---|---|---|
| Annual Retainer | $40,000 | Director cash retainer |
| Compensation Committee Chair Fee | $5,000 | Chair fee |
| Compensation Committee Member Fee | $3,000 | Member fee (additive) |
| EHST Committee Member Fee | $3,000 | Member fee |
| Ambler Metals Committee Fee | $15,000 | Non‑executive member fee |
| Total Fees Earned (2024) | $66,000 | Paid in DSUs |
Performance Compensation
- Annual equity grants (Dec 7, 2023): 100,000 RSUs valued at $0.43/share; 50,000 stock options at C$0.59 (fair value $0.20/option); options fully vested on grant date; RSUs payable at director’s election no later than 3rd anniversary; RSU plan generally time‑based vesting with settlement at payout date .
| Grant Type | Grant Date | Units | Strike/Value | Vesting / Payout Terms |
|---|---|---|---|---|
| RSUs | Dec 7, 2023 | 100,000 | $0.43 per share ($43,000) | Payable at director’s election, no later than 3rd anniversary; time‑based RSU plan settlement at payout date |
| Stock Options | Dec 7, 2023 | 50,000 | C$0.59; fair value $0.20/option ($10,000) | Fully vested on grant date; 5‑year life |
Other Directorships & Interlocks
- Current public boards: NexGold Mining Corp., Premium Resources Ltd., Teck Resources Limited .
- Interlocks/potential conflicts: No interest of directors/officers in matters to be acted upon; no related party voting interests disclosed for Gowans; Board states there are no family relationships/arrangements affecting director selection .
- Counterparties: TMQ JV partner South32; Native corporation NANA; no disclosed Gowans interlocks with TMQ counterparties .
Expertise & Qualifications
- Technical: Mine operations, project development, engineering, HR; Alaska project experience (Red Dog) .
- Education: BASc Mineral Engineering (UBC); Banff School of Advanced Management .
- Board qualifications: Senior officer/board experience; environment and safety; Alaskan project experience .
Equity Ownership
- Securities held (as disclosed):
- Common Shares: 134,046; Stock Options: 830,000; RSUs: 100,000; DSUs: 525,139; Meets Share Ownership Requirement: Yes .
- DSU holdings overview across directors: Gowans holds 525,139 DSUs with current value $750,949 at $1.43/share (as of Mar 2, 2025) .
- Ownership guideline: 3x annual cash retainer for directors; eligibility counted via Common Shares, DSUs, vested RSUs; Gowans eligible holdings 759,185 versus $120,000 requirement; >100% compliance; five‑year compliance window from later of appointment or Dec 5, 2024 .
| Holding Type | Amount | Notes |
|---|---|---|
| Common Shares | 134,046 | Direct/beneficial |
| Stock Options | 830,000 | Outstanding options |
| RSUs | 100,000 | Director RSUs |
| DSUs | 525,139 | Director DSUs |
| DSU Current Value | $750,949 | Based on $1.43/share on Mar 2, 2025 |
| Ownership Guideline | 3x cash retainer ($120,000) | Policy adopted Dec 5, 2024 |
| Eligible Holdings | 759,185 | Meets >100% of requirement |
Governance Assessment
- Committee leadership and skills: As Compensation Committee Chair, Gowans brings HR and executive compensation experience (former VP HR, Placer Dome) and mining operations domain expertise—positive for oversight quality .
- Alignment and pay mix: Strong equity alignment via substantial DSU holdings; 2024 director fees paid entirely in DSUs; annual RSU and option grants modest and standard for TMQ, with options fully vested at grant and RSUs payable within 3 years—alignment oriented, cash conservation friendly .
- Independence and shareholder support: Independent status and 99.19% support in the 2025 election; Say‑on‑Pay approval at 98.15%—supportive of governance confidence .
- Attendance and engagement: RED FLAG mitigated—overall 68% attendance in the period due to disclosed health issues (late‑year); Board disclosed mitigation (CFO delegate) and full recovery; continued full engagement—transparent disclosure reduces governance risk .
- Conflicts/related‑party exposure: No related‑party transactions or interests disclosed; no family/arrangement selection issues; hedging prohibited—low conflict risk .
- Risk indicators: Prior directorship at Gedex Systems involved CCAA proceedings in 2019, fully completed and discharged—disclosed background item, not a current governance concern .
Overall, Gowans’ compensation structure and substantial DSU ownership signal strong alignment; independent leadership on the Compensation Committee and high shareholder support bolster investor confidence. The attendance shortfall appears situational and remedied; no material conflicts are disclosed .