Janice Stairs
About Janice Stairs
Independent Chair of the Board at Trilogy Metals (TMQ), age 65, director since April 27, 2011 and Chair since May 23, 2019. She holds an LLB from Dalhousie Law School and an MBA from Queen’s University, with 40 years’ experience in resource-sector legal, corporate finance, and governance roles. The Board classifies her as independent under NYSE American, SEC, and Canadian NI 52-110 standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Namibia Critical Metals Inc.; Endeavour Mining Corp.; Etruscan Resources Inc. | General Counsel and other executive positions | Not disclosed | Legal, securities compliance, governance contributions |
| McInnes Cooper (formerly Patterson Palmer) | Partner (corporate finance/securities/resource law) | 19 years (through 2004) | Led capital markets/resource transactions, governance advisory |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Gabriel Resources Ltd. | Director | Non-current | Past public company board within last five years |
| Marathon Gold Corporation | Director | Non-current | Past public company board within last five years |
| Gatos Silver, Inc. | Director | Non-current | Past public company board within last five years; see risk note below |
| Current public company boards | — | None | No current external public boards listed |
Board Governance
- Roles and committees: Independent Chair of the Board; member of the Audit Committee and Corporate Governance and Nominating Committee. Audit Committee chaired by Diana Walters; CGN Committee chaired by William Hensley.
- Independence and executive sessions: Independent; Board held eight in-camera sessions of independent directors since Dec 1, 2023.
- Majority voting policy in place; director must tender resignation if withhold votes exceed votes for (uncontested elections).
| Attendance (Dec 1, 2023–Mar 2, 2025) | Meetings Attended | Rate |
|---|---|---|
| Board | 8/8 | 100% |
| Audit Committee | 5/5 | 100% |
| Corporate Governance & Nominating | 6/6 | 100% |
Fixed Compensation
Fee schedule and 2024 amounts show alignment via equity elections and role-based retainers.
| Component | Amount (USD) | Basis |
|---|---|---|
| Annual director retainer | $40,000 | Paid quarterly; directors can elect DSUs |
| Board Chair fee | $12,000 | Paid quarterly |
| Committee membership fees | $3,000 per committee | Audit; Corporate Governance & Nominating |
| 2024 fees earned (Janice Stairs) | $58,000 | 40k retainer + 12k chair + 2 committees × $3k |
Notes:
- All directors elected to receive 100% of annual compensation in DSUs for 2024 and 2025.
Performance Compensation
Annual equity grants (non-executive directors) are standardized; grants are fully vested for options and RSUs payable no later than third anniversary at director election.
| Item | Grant Date | Quantity | Strike/Price | Expiration/Settlement | Vesting | Fair Value |
|---|---|---|---|---|---|---|
| RSUs (annual grant) | Dec 7, 2023 | 100,000 | $0.43 per unit | Payable by election, no later than 3rd anniversary | Granted (settlement per plan) | $43,000 |
| Stock Options (annual grant) | Dec 7, 2023 | 50,000 | C$0.59 | Dec 6, 2028 | Fully vested at grant | $10,000 ($0.20/option) |
Outstanding option-based awards (as of Nov 30, 2024):
| Grant Date | Options Outstanding (#) | Exercise Price (C$) | Expiration |
|---|---|---|---|
| Dec 7, 2023 | 50,000 | 0.59 | 12/06/2028 |
| Dec 8, 2022 | 50,000 | 0.78 | 12/07/2027 |
| Dec 9, 2021 | 50,000 | 2.21 | 12/08/2026 |
| Dec 10, 2020 | 100,000 | 2.52 | 12/09/2025 |
| Dec 27, 2019 | 75,000 | 3.02 | 12/26/2024 |
Performance metrics tied to director compensation: None disclosed for directors (comp is retainer, role fees, RSUs, options).
Other Directorships & Interlocks
- Current interlocks: None disclosed for Janice Stairs.
- Shared directorships with TMQ competitors/suppliers/customers: Not disclosed.
Expertise & Qualifications
- Legal/governance: Corporate finance, securities law, resource-sector governance; 40 years’ experience.
- Education: LLB (Dalhousie Law School); MBA (Queen’s University).
- Board leadership: Written position description for Chair emphasizes independent leadership, governance oversight, and in-camera sessions; Chair is independent.
Equity Ownership
| Beneficial Ownership (as of Mar 2, 2025) | Amount | % of Class |
|---|---|---|
| Total beneficial ownership | 1,418,551 | 0.9% |
Breakdown and alignment:
- Common Shares: 458,771
- Options exercisable within 60 days: 350,000
- DSUs: 609,759
- Meets Share Ownership Policy (directors must hold ≥3x annual cash retainer): Yes; eligible holdings 1,068,551, requirement $120,000, >100% met.
| Ownership Guidelines Compliance | Eligible Holdings (#) | Requirement (USD) | Status |
|---|---|---|---|
| Directors (Janice Stairs) | 1,068,551 | $120,000 | >100% met |
Policies mitigating alignment risk:
- Hedging prohibited; pledging prohibited; short sales/options prohibited.
Governance Assessment
- Strengths: Independent Board Chair with perfect attendance; deep legal/governance expertise; robust anti-hedging/anti-pledging/insider trading policies; majority voting policy; directors elect to receive compensation in DSUs, aligning with shareholders.
- Compensation alignment: 2024 director compensation included $58,000 fees plus annual RSUs/options; no meeting fees; standardized equity grants; no indication of option repricing (explicit restrictions require shareholder approval).
- Shareholder signals: 2024 Say-on-Pay approval ~95%; annual say-on-pay frequency supported in 2022 (81% for annual).
- Conflicts/related party: No indebtedness; no related party transactions >$120,000; Audit Committee reviews any related person transactions.
- RED FLAGS (external): As a former director of Gatos Silver, Inc., she was on the board during periods when management cease trade orders were imposed due to delayed filings in 2022; regulators fully revoked these orders on July 4, 2023 after filings were brought current. No penalties or sanctions were reported for her.