William Hensley
About William Iggiagruk Hensley
Independent director (age 83), serving since December 22, 2017. Former Distinguished Visiting Professor at University of Alaska Anchorage; retired Alyeska Pipeline Service Company executive; long-standing Alaska public policy leader and founder of NANA Regional Corporation. Core credentials include public policy, strategy and leadership, metals and mining, operations and development, and accounting; diverse on the basis of ethnicity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Alaska Anchorage | Distinguished Visiting Professor, Dept. of Business and Public Policy | 2012–2022 | Public policy education and outreach |
| Alyeska Pipeline Service Company | Manager, Federal Government Relations (Washington, DC) | Not disclosed | Federal stakeholder engagement for pipeline operations |
| Alaska Dept. of Commerce & Economic Development | Commissioner | Not disclosed | Oversaw tourism, seafood marketing, trade, insurance, banking, securities, occupational licensing; served on Oil and Gas Policy Council |
| Alaska Permanent Fund Corporation | Director | Not disclosed | Board oversight (state investment fund) |
| Alaska Railroad; Alaska Industrial Development Authority | Director | Not disclosed | Infrastructure and development governance roles |
| NANA Regional Corporation | Founder; Director (20 years); President (concluded career) | Not disclosed | Led oilfield services and drilling ventures; active in Red Dog mine development |
| Maniilaq (regional non-profit) | Founder | Not disclosed | Tribal regional representation governance |
| Alaska Federation of Natives | Executive Director; President; Co-Chairman | Not disclosed | Statewide indigenous leadership and advocacy |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| First Alaskans Institute | Chair, Board of Trustees | Current | Non-profit leadership |
| Aqqaluk Trust | Chair, Board of Trustees | Current | Non-profit leadership |
| Andover Mining Corp. | Director | 2011–2015 | Company entered bankruptcy in 2014; assets sold 2015 (risk context) |
Board Governance
- Independence: Independent under NYSE American, SEC and NI 52-110 standards .
- Committees: Compensation (member), Environment, Health, Safety and Technical (member), Corporate Governance and Nominating (Chair) .
- Attendance: Board 8/8; Compensation 2/3; EHST 2/2; Corporate Governance and Nominating 5/6; Overall attendance 89% .
- Majority voting policy in place for director elections .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Directors may elect to receive any/all in DSUs; paid quarterly . |
| Committee membership fee | $3,000 per committee | Paid quarterly . |
| Committee chair fee | $5,000 | Audit Chair $10,000; Board Chair $12,000 . |
| Ambler Metals Committee (non‑executive members) | $15,000 | Paid quarterly . |
| William Hensley – Fees Earned (FY2024) | $52,418 | Paid in DSUs . |
Performance Compensation
| Award Type | Grant Date | Units / Strike | Fair Value | Vesting/Settlement |
|---|---|---|---|---|
| RSUs (annual grant) | Dec 7, 2023 | 100,000 units | $43,000 | Directors can elect payout; no later than 3rd anniversary; value vested/earned in FY2024 $43,000 . |
| Stock Options (annual grant) | Dec 7, 2023 | 50,000 @ C$0.59 | $10,000 | Fully vested at grant; 5-year term (to Dec 6, 2028) . |
| DSUs (annual compensation election) | Ongoing | N/A | Based on quarterly retainer/fees | All directors elected to receive 100% of Annual Compensation in DSUs for 2024 and 2025; redeemable after termination; share price averaged over 5 TSX trading days for grants/redemptions . |
No director performance metrics (e.g., revenue, EBITDA, TSR hurdles) are tied to director compensation; equity awards for directors are time-based (RSUs) or fixed options, with DSUs used to align with share price performance .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Hensley . |
| Committee interlocks | None among Board members in 2024; Compensation Committee members are independent non‑employees . |
| Ambler Metals governance | Hensley is not listed on Ambler Metals Committee (members: Gowans, Giardini) . |
Expertise & Qualifications
- Public policy; strategy and leadership; metals and mining; operations and development; accounting; diverse on basis of ethnicity .
- Governance experience across Alaska institutions and resource sector .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (incl. within 60 days) | 955,937 shares (0.6% of class) . |
| Composition | 43,638 Common Shares; 325,000 options exercisable within 60 days; 100,000 RSUs; 487,299 DSUs . |
| In-the-money value of unexercised options | $65,313 (valuation method detailed; based on TSX price C$1.60 at Nov 29, 2024) . |
| Ownership guideline | Directors must hold 3x annual cash retainer ($120,000); Hensley exceeds >100% threshold . |
| Hedging/Pledging | Hedging instruments prohibited; no pledging disclosure noted in proxy . |
| DSU redemption | Upon termination/separation from service; within 90 days for U.S. participants; redeemed in shares/cash/mix . |
Governance Assessment
-
Strengths
- Independent director with deep Alaska public policy and resource-sector experience; Chair of Corporate Governance and Nominating Committee, indicating governance influence .
- Strong ownership alignment: exceeds director stock ownership guideline; compensation largely taken in DSUs and RSUs, tying value to share price .
- No related‑party transactions >$120,000 and no indebtedness; Compensation Committee independence; no interlocks reported .
- Majority voting policy and annual Say‑on‑Pay with strong approval (≈95% in 2024) support governance credibility .
-
Watch items / RED FLAGS
- Attendance modestly below perfect (overall 89%; missed 1 Corporate Governance and 1 Compensation meeting), though Board attendance was 100% .
- Prior directorship at Andover Mining during bankruptcy; not a current issue but relevant to risk history .
- Historical NANA leadership may present perceived conflicts given Company oversight of compliance with the NANA Agreement at the Ambler project; however, proxy discloses no related‑party transactions and Hensley remains independent .
Director Compensation (FY2024)
| Component | Amount ($) |
|---|---|
| Fees Earned (paid in DSUs) | $52,418 |
| Stock Awards (RSUs) | $43,000 |
| Option Awards | $10,000 |
| Total | $105,418 |
Committee Assignments and Attendance
| Committee | Role | Meetings Attended |
|---|---|---|
| Board | Member | 8/8 |
| Compensation | Member | 2/3 |
| EHST | Member | 2/2 |
| Corporate Governance & Nominating | Chair | 5/6 |
Insider Trades
- Not disclosed in the proxy; no Form 4 transactions summarized in available filings. The proxy reports no indebtedness and no related‑party transactions >$120,000 for directors . If needed, we can retrieve Form 4 filings and current ownership via insider-trades tooling upon request.
Related-Party Transactions and Conflicts
- Company states no director, executive officer, or nominee (and immediate family) had material interests in transactions >$120,000 in the last two fiscal years; Audit Committee reviews related‑person transactions case-by-case (no written policy) .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay approval | ≈95% For |
| Frequency of Say‑on‑Pay (2022) | Annual (≈81% For) |
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Composition | Gowans (Chair), Hayden, Hensley — all independent . |
| Meetings | 3 in FY2024 . |
| Consultant | Roger Gurr & Associates engaged; peer group and program review . |
| Interlocks | None . |
Expertise & Qualifications (Board Profile)
| Area | Notes |
|---|---|
| Public policy/strategy | Extensive Alaska governance roles . |
| Metals/mining | Red Dog mine development experience; resource-sector leadership . |
| Operations/development | Oilfield services, drilling ventures . |
| Accounting/finance | Governance in state institutional boards . |
Other Directorships & Interlocks (Full Board Context)
- Hensley: non-profit chairs; no current public company boards .
- No Compensation Committee or Board interlocks in 2024 .
Equity Ownership Detail (Grant and Option Table Snapshot)
| Grant | Units/Exercise | Expiry | Status/Value |
|---|---|---|---|
| Options (Dec 7, 2023) | 50,000 @ C$0.59 | Dec 6, 2028 | Fully vested at grant; in-the-money value $65,313 at Nov 29, 2024 . |
| RSUs (Dec 7, 2023) | 100,000 | Up to 3 years | $43,000 value vested/earned in FY2024 . |
| DSUs | Ongoing quarterly | Redeem post‑termination | 487,299 DSUs outstanding (Mar 2, 2025) . |
Share Ownership Policy: Directors must hold ≥3x annual cash retainer; Hensley’s eligible holdings $630,937 exceed $120,000 requirement (>100%) .
Governance Summary Implications
- Alignment: Strong equity-based director pay (DSUs/RSUs) and guideline compliance support investor confidence .
- Oversight: As Governance Committee Chair, Hensley influences board composition and succession; attendance solid but not perfect .
- Conflicts: Prior NANA ties warrant continued monitoring given Ambler/NANA Agreement interface; current disclosures show no related-party transactions and independence affirmed .
- Risk history: Andover bankruptcy experience is a historical red flag but not determinative for current role; balance with deep Alaska stakeholder expertise .