William Hayden
About William Hayden
Independent director at Trilogy Metals Inc. (TMQ) since June 19, 2015; age 73 as of March 1, 2025. A self‑employed geologist with 40+ years of mineral exploration experience across Africa, South America and Asia‑Pacific; co‑founder and former President of Ivanhoe Nickel and Platinum Ltd (now Ivanhoe Mines Ltd), and former President of Ivanhoe Philippines and GoviEx Uranium Inc. Principal occupation during the past five years: self‑employed geologist (2011–present) . The Board classifies Hayden as independent under NYSE American, SEC, and NI 52‑110 standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ivanhoe Nickel and Platinum Ltd. (now Ivanhoe Mines Ltd.) | Co‑founder and President | Not disclosed | Assembled extensive mineral holdings in South Africa and DRC |
| Ivanhoe Philippines | President | Not disclosed | Oversaw mineral exploration programs |
| GoviEx Uranium Inc. | President | Not disclosed | Senior leadership in exploration |
| Sunward Resources Ltd. | Director (former) | Not disclosed | Board oversight |
| Various exploration/mining companies (Australia/overseas) | Management roles | Since 1983 | International project leadership |
| Trilogy Metals Inc. | Independent Director | Since June 19, 2015 | Compensation Committee and EHST Committee member |
External Roles
| Company | Listing | Role |
|---|---|---|
| Ivanhoe Mines Ltd. | TSX: IVN | Director |
| Nevada King Gold Corp. | TSX‑V: NKG | Director |
| New Found Gold Corp. | TSX‑V: NFG; NYSE American: NFGC | Director |
Board Governance
- Committee memberships: Compensation Committee; Environment, Health, Safety and Technical (EHST) Committee; not a committee chair (EHST chaired by Gregory Lang) .
- Independence: Determined independent by the Board (NYSE American/SEC/NI 52‑110) .
- Majority Voting Policy in place for director elections (resignation required if withhold > for) .
- Anti‑hedging and anti‑pledging policy prohibits hedging, pledging, margin accounts, short sales, and derivative transactions by directors and officers .
| Attendance (FY2024) | Regular Meetings | Notes |
|---|---|---|
| Board | 8/8 | Overall attendance 100% |
| Compensation Committee | 3/3 | Full participation |
| EHST Committee | 4/4 | Full participation |
Fixed Compensation
- Structure: Annual cash retainer $40,000 (electable in DSUs); committee member fee $3,000 per committee; committee chair fees: Audit $10,000; Compensation/Corporate Governance/EHST $5,000; Board Chair $12,000; Ambler Metals Committee non‑executive members $15,000 annually; fees paid quarterly .
- 2024 director fees for Hayden: $46,000, fully paid in DSUs (Board elected 100% DSU for 2024 and 2025) .
| Component | Amount | Detail |
|---|---|---|
| Annual Retainer | $40,000 | Electable in DSUs; paid quarterly |
| Committee Membership Fees | $3,000 per committee | Compensation; EHST |
| Chair Fees | N/A | Not a chair |
| Ambler Metals Committee | N/A | Not a member |
| Fees Earned (FY2024) | $46,000 | Paid in DSUs |
Performance Compensation
- Annual RSUs: 100,000 RSUs granted Dec 7, 2023 at $0.43 per unit; time‑based vesting; payout at director’s election no later than third anniversary of grant; can settle in shares or cash .
- Annual Options: 50,000 options granted Dec 7, 2023 at C$0.59; fully vested at grant; 5‑year term (expires Dec 6, 2028); fair value $0.20 per option .
| Award Type | Grant Date | Quantity | Price/Value | Vesting | Expiry |
|---|---|---|---|---|---|
| RSUs | 12/07/2023 | 100,000 | $0.43 per RSU | Time‑based; payout by third anniversary | |
| Stock Options | 12/07/2023 | 50,000 | C$0.59 strike; $0.20 fair value | Fully vested at grant | 12/06/2028 |
| Historical Options | 12/08/2022 | 50,000 | C$0.78 strike | As per plan | 12/07/2027 |
| Historical Options | 12/09/2021 | 50,000 | C$2.21 strike | As per plan | 12/08/2026 |
| Historical Options | 12/10/2020 | 100,000 | C$2.52 strike | As per plan | 12/09/2025 |
| Historical Options | 12/27/2019 | 75,000 | C$3.02 strike | As per plan | 12/26/2024 |
| Performance Metrics Tied to Director Compensation | Disclosed? |
|---|---|
| RSU vesting linked to performance (e.g., TSR, EBITDA) | No – RSUs are time‑based; payout by third anniversary |
| Option vesting performance conditions | No – 2023 grant fully vested at grant |
Other Directorships & Interlocks
| Type | Disclosure |
|---|---|
| Compensation Committee interlocks | None among Board members in 2024 |
| Related party transactions (> $120,000) | None for directors/officers/5% owners over last two fiscal years; Audit Committee reviews any such transactions |
| Family or selection arrangements | No family relationships or selection arrangements; no penalties/sanctions |
Expertise & Qualifications
- Mining industry leadership; international project experience; public capital markets, senior officer roles .
- Committee service in Compensation and EHST reflects governance and technical oversight exposure .
Equity Ownership
- Share ownership guidelines: Directors required to hold 3x annual cash retainer; compliance due within 5 years from appointment or Dec 5, 2024; eligible holdings include common shares, DSUs, and vested RSUs not paid out .
- Anti‑hedging/pledging: Prohibited; no margin accounts, short sales, or derivatives .
| Measure | Amount |
|---|---|
| Beneficial Ownership (total) | 1,103,155 |
| % of Class | 0.7% (based on 164,020,851 shares) |
| Common Shares | 222,159 |
| Options (exercisable within 60 days) | 325,000 |
| RSUs | 100,000 |
| DSUs | 455,996 |
| Eligible Holdings for Guideline | 778,155 |
| Ownership Requirement | $120,000 (3x $40,000 retainer) |
| Guideline Compliance | >100% met |
Fixed Compensation (FY2024 Detail)
| Category | $ |
|---|---|
| Fees Earned | 46,000 |
| Stock Awards (RSUs fair value) | 43,000 |
| Option Awards (fair value) | 10,000 |
| All Other Compensation | – |
| Total | 99,000 |
Governance Assessment
- Board effectiveness: 100% attendance across Board and assigned committees signals strong engagement; independent status and service on Compensation and EHST committees bolster governance quality .
- Ownership alignment: Directors elected 100% DSU elections for 2024/2025; Hayden exceeds the 3x retainer ownership guideline; anti‑hedging/pledging policies strengthen alignment and risk control .
- Compensation structure: Director pay mixes cash retainers (taken as DSUs), time‑based RSUs, and fully vested options; absence of performance‑conditioned equity for directors is typical but warrants monitoring for pay‑for‑performance optics .
- Conflicts/related parties: No material related‑party transactions, indebtedness, or committee interlocks disclosed; Audit Committee oversees conflicts and related transactions .
RED FLAGS: None disclosed in proxy regarding hedging/pledging, related‑party transactions, attendance shortfalls, or sanctions for Hayden .