Tony Giardini
About Tony Giardini
Tony Giardini is President and Chief Executive Officer of Trilogy Metals (since June 1, 2020) and a director (since January 26, 2012). He is a CPA/CA with prior roles as President of Ivanhoe Mines (2019–2020), CFO of Kinross Gold (2012–2019), CFO of Ivanhoe Mines (2006–2012), and earlier senior finance roles at Placer Dome and KPMG. Age 65 as of March 1, 2025 . Trilogy’s pay-versus-performance disclosure shows cumulative TSR of -98 (2022), -114 (2023), and -34 (2024) with net losses narrowing to -$8.6mm in 2024; compensation actually paid tracked upward in 2024 on award fair value changes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ivanhoe Mines Ltd. | President | May 2019 – Mar 2020 | Led corporate operations during transition period |
| Kinross Gold Corporation | EVP & CFO | Dec 2012 – Apr 2019 | Oversaw finance, reporting, treasury for major gold producer |
| Ivanhoe Mines Ltd. | CFO | May 2006 – Apr 2012 | Built finance org and capital structure during growth |
| Placer Dome Inc. | VP & Treasurer | ~10 years (prior to 2006) | Corporate finance/treasury leadership at global miner |
| KPMG | Audit professional | 12 years (pre-Placer Dome) | Audit/accounting foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alamos Gold Inc. | Director | Current (past five years) | Current public company directorship |
| Torex Gold Resources Inc. | Director | Former (past five years) | Prior public company directorship |
Fixed Compensation
- No 2025 base salary increases for NEOs; Giardini’s base salary remained C$520,000 (2024: C$520,000). His base salary has been paid entirely in RSUs .
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (US$) | $386,450 | $384,956 | $381,472 |
| Cash Bonus (US$) | $0 | $0 | $0 |
| All Other Comp (US$) | $33,006 | $83,164 | $35,425 |
Notes: 2025 base salary C$520,000 (no change) . Base salary paid in RSUs (quarterly grants in 2024) .
Performance Compensation
Annual Incentive (FY2024)
| Metric | Weight | Achievement | Payout Notes |
|---|---|---|---|
| JV oversight & stakeholder engagement (Ambler Metals, permitting, AAP remand, exploration planning, DoD funding review) | 45% | 65 | Part of overall 125% corp score |
| Exploration opportunities (Alaska) | 5% | 5 | As above |
| Investor relations & marketing | 15% | 15 | As above |
| Corporate development & defense prep | 10% | 10 | As above |
| Delivering value (TSR vs peers, board strategy, governance, elections strategy) | 10% | 15 | As above |
| Head office operations | 5% | 5 | As above |
| Liquidity (budget discipline; min $3mm financing) | 10% | 10 | As above |
| Total | 100% | 125 | Company exceeded plan; JV returned $25mm to each JV member, avoiding equity raise |
| Executive | Target | Cash Paid | RSUs Granted | RSU Value |
|---|---|---|---|---|
| Tony Giardini | 100% of base salary | $0 | 451,400 | $469,456 |
Notes: Annual incentive RSUs vested immediately on Dec 9, 2024; RSU value based on $1.04/share .
Long-Term Incentives (Annual Grants)
| Grant Date | Instrument | Qty | Fair Value | Vesting | Exercise Price | Term |
|---|---|---|---|---|---|---|
| Dec 7, 2023 | RSUs | 1,100,000 | $473,000 | 1/3 on grant; 1/3 on 1st anniv; 1/3 on 2nd anniv | — | — |
| Dec 7, 2023 | Options | 1,100,000 | $220,000 | 1/3 on grant; 1/3 on 1st anniv; 1/3 on 2nd anniv | C$0.59 | 5 years |
Additional RSUs were granted quarterly in 2024 in lieu of salary, e.g., 220,339 (Mar 1), 203,125 (Jun 3), 185,714 (Sep 3), 131,313 (Dec 2); each tranche at $95,368 fair value .
Equity Ownership & Alignment
- Share ownership policy: CEO must hold equity equal to 3x base salary; compliance within 5 years (or by Dec 5, 2029). RSUs/DSUs count toward requirement; Giardini exceeds requirement .
- Anti-hedging and anti-pledging: Hedging, short sales, options on company stock, and holding in margin/pledged accounts are prohibited for directors and employees (including executive officers) .
| Ownership Detail (as of dates noted) | Quantity/Status |
|---|---|
| Common Shares Held (Board profile, as of Mar 1, 2025) | 7,133,947 |
| Options Outstanding (exercisable / unexercisable) | See table below |
| RSUs Outstanding (not vested; market value shown in filing) | 733,334 (Dec 7, 2023 grant, $898,334 MV) ; 400,000 (Dec 8, 2022 grant, $490,000 MV) |
| DSUs | 202,324 (listed within DSU table) |
| Meets Share Ownership Requirement | Yes |
| Shares Outstanding (record date Mar 17, 2025) | 164,154,743 |
| Ownership as % of SO (derived) | ~4.3% (7,133,947 / 164,154,743) |
Vesting cadence and potential supply:
- 2023 annual RSUs/options vest in thirds: immediate (Dec 7, 2023), Dec 7, 2024, and Dec 7, 2025—creating a known vesting date in Dec 2025 .
- Proxy indicates 1,271,670 RSUs across participants vest Dec 7, 2025; 263,333 on Dec 9, 2025; and 263,335 on Dec 9, 2026 (aggregate across grantees), underscoring year-end 2025/2026 vest clusters that can add selling pressure if monetized .
Outstanding equity detail (as of Nov 30, 2024):
| Grant | Exercisable | Unexercisable | Exercise (C$) | Expiry | Unvested RSUs | MV of Unvested RSUs |
|---|---|---|---|---|---|---|
| Options 12/07/2023 | 366,666 | 733,334 | 0.59 | 12/06/2028 | — | — |
| Options 12/08/2022 | 800,000 | 400,000 | 0.78 | 12/07/2027 | — | — |
| Options 12/09/2021 | 450,000 | — | 2.21 | 12/08/2026 | — | — |
| Options 12/10/2020 | 1,123,400 | — | 2.52 | 12/09/2025 | — | — |
| Options 06/01/2020 | 1,770,000 | — | 2.62 | 05/31/2025 | — | — |
| RSUs 12/07/2023 | — | — | — | — | 733,334 | $898,334 |
| RSUs 12/08/2022 | — | — | — | — | 400,000 | $490,000 |
Trading/pressure signals:
- No option exercises in 2024 (Nil), while 461,768 RSUs vested for Giardini (value realized $193,943) .
- Multiple option tranches mature in 2025 (May 31 and Dec 9), potentially prompting exercise decisions contingent on price .
Employment Terms
| Term | Detail |
|---|---|
| Start date as CEO | June 1, 2020 |
| Base salary | C$520,000 (2024, 2025 unchanged) |
| Change-of-control | Double trigger: deemed termination if adverse changes within 12 months post-CoC; severance then payable |
| Severance multiple | 18 months base salary + 1.5x prior-year annual incentive (lump sum) |
| Estimated severance | C$1,876,902 (based on then-current salary and prior-year incentive) |
| Benefits continuation | Group insurance for 12 months or cash equal to PV of benefit cost |
| Other clauses | Confidentiality and non-solicitation provisions per NEO agreements |
Board Governance
- Role and independence: Giardini is director and CEO (non-independent). The Board Chair (Janice Stairs) is independent, mitigating CEO-Chair concentration risk; six of seven directors are independent .
- Committees: Giardini sits on the Ambler Metals Committee (7/7 attendance). He had 100% board attendance (8/8) in the period .
- Director compensation structure (non-executives): $40,000 annual cash retainer (electable as DSUs); Committee chairs receive: Audit $10,000; Compensation/CGN/EHST $5,000; Board Chair $12,000; Committee membership $3,000 per committee; Ambler Metals Committee members $15,000. Option/RSU annual grants provided; fees paid quarterly; executive directors do not collect board fees .
- 2024 director grants: Each non-executive director received 100,000 RSUs ($0.43) and 50,000 options @ C$0.59 (fully vested at grant). Fees were paid in DSUs in 2024 .
Director Compensation (Giardini as Director)
- DSUs: Table of “Awards Outstanding Under the DSU Plan” shows Tony Giardini with 202,324 DSUs (current value $289,324 at $1.43/share as of Mar 2, 2025) .
- Note: Executive officers who are also directors do not receive board fees; DSUs may reflect prior director elections/awards .
Compensation Structure Analysis
| Indicator | Observation |
|---|---|
| Cash vs equity mix | Significant equity usage: base salary paid in RSUs; annual incentive entirely in RSUs for CEO in 2024; sizable annual RSU/option grants . |
| Options to RSUs shift | Both are used; 2024 grants included 1.1mm RSUs and 1.1mm options for CEO, with 2-year vest and 5-year option life—balanced exposure . |
| Guaranteed vs at-risk | High at-risk given RSU salary substitution and performance-linked annual incentives . |
| Discretionary bonuses | 2024 annual incentive paid in equity with 125% corporate score; details of weighted objectives disclosed . |
| Metric rigor | Quantified goals (liquidity, JV oversight, IR, governance) with weightings; say-on-pay 95% approval in 2024 supports alignment . |
| Repricing/award mods | No disclosure of repricing; equity plans detail amendment limits and require shareholder approval for material changes . |
Compensation Peer Group & Targets
- Peer group includes 18 North American developers and base/precious metals names (e.g., Arizona Sonoran Copper, Solaris Resources, Western Copper & Gold, Osisko Development, Perpetua) .
- Targeting: CEO/CFO base salaries targeted between median and top quartile of peers; 2024 review resulted in no target changes .
Say-on-Pay & Shareholder Feedback
- 2024 advisory say-on-pay received ~95% support; shareholders favored annual frequency (81% in 2022 vote) .
Risk Indicators & Policies
- Anti-hedging, anti-pledging, and no shorting/options: enforced for directors/executives; also prohibition on margin/pledged accounts .
- No penalties/sanctions/bankruptcy disclosures involving Giardini; independence and governance practices detailed (majority independent board, independent Chair) .
Performance & Track Record (During Tenure)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR proxy) | -98.00 | -114.00 | -34.00 |
| Net Income (US$000s) | -24,257 | -14,951 | -8,587 |
Qualitative achievements: Company achieved 125% of corporate goals in 2024, preserved cash, invested excess liquidity for interest income, and coordinated $25mm cash returns from Ambler Metals JV to each member, avoiding an equity raise .
Equity Plan Mechanics & Vesting Schedules (Selected)
- RSUs: Typically vest over 2 years—1/3 on grant, 1/3 on first anniversary, 1/3 on second anniversary; may be settled in shares or cash; plan capacity 3% of outstanding shares; insider caps apply .
- Options: 5-year life typical; 2-year graded vest; exercise price at or above TSX market value. Change of control triggers full vesting under Equity Incentive Plan; cessation provisions allow six months to exercise vested options (subject to terms) .
Employment & Contracts (Protections/Restraints)
- Term: Indefinite; reviewed annually; non-solicitation and confidentiality included .
- Change-of-Control: Double trigger with good-reason conditions (material role/salary change or material breach); lump-sum severance (18 months salary + 1.5x prior-year bonus) plus benefits .
Insider Selling Pressure & Upcoming Windows
- 2025 expirations: 1.77mm options (6/1/2020 grant) expire May 31, 2025; 1.1234mm options (12/10/2020) expire Dec 9, 2025—creating decision points; no exercises in 2024 .
- December 2025 vesting: material RSU vest tranches for 2023 grants; company-wide vest clusters also disclosed in RSU Plan section .
Board Service History and Committees (Dual-role implications)
- Director since Jan 26, 2012; CEO since June 1, 2020. Committee service: Ambler Metals Committee (7/7). Attendance: Board 8/8 (100%) .
- Independence: Not independent due to CEO role; Board chaired by independent director (Janice Stairs), and six of seven directors are independent—mitigating CEO/Chair combination risk and supporting governance independence .
Multi‑Year NEO Compensation (Summary)
| Metric (US$) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $386,450 | $384,956 | $381,472 |
| Stock Awards | $635,287 | $1,041,041 | $994,858 |
| Option Awards | $320,616 | $324,726 | $220,763 |
| All Other Compensation | $33,006 | $83,164 | $35,425 |
| Total | $1,375,359 | $1,833,887 | $1,632,518 |
Director Compensation Structure (Non‑Executive)
| Component | Amount/Note |
|---|---|
| Annual cash retainer | $40,000 (electable in DSUs) |
| Committee chair fees | Audit $10,000; Comp/CGN/EHST $5,000 |
| Board Chair | $12,000 |
| Committee membership | $3,000 per committee |
| Ambler Metals Committee (non‑executives) | $15,000 |
| 2024 annual equity grants | 100,000 RSUs ($0.43) + 50,000 options @ C$0.59 (fully vested at grant) |
Investment Implications
- Alignment: High equity exposure (salary in RSUs; incentive and annual LTI in RSUs/options) aligns CEO with shareholders; ownership exceeds 3x salary guideline; hedging/pledging prohibited—strong alignment signal .
- Overhang/vesting supply: December 2025 is a vesting/exercise inflection due to 2023 RSU/option schedules and 2025 option expiries; monitor for liquidity-driven selling or exercise-related flow .
- Pay for performance: 95% say‑on‑pay support and detailed goal disclosure (125% corp score) indicate shareholder acceptance; however, TSR has been negative over multi‑year horizons, with 2024 compensation actually paid elevated by award fair value movements—warranting scrutiny of forward goal rigor and value creation correlation .
- Retention risk and CoC economics: Double‑trigger CoC terms (18 months salary + 1.5x bonus) are moderate; no gross‑ups; 12‑month benefits continuation; structure supports retention without excessive parachutes .
- Trading cues: No 2024 option exercises and clustered 2025 maturities suggest potential decision points later in 2025; watch filings around May/June and December windows .
If you want, I can augment this with recent Form 4 activity and a granular vested/unvested ownership reconciliation for Giardini to refine selling pressure analysis (pending insider transaction data).