George Bee
About George Bee
George M. Bee is President, CEO, and Director of U.S. Gold Corp. (USAU); he became President in August 2020 and CEO in November 2020, and has served on the Board since November 2020 . He is 67 years old per the FY2025 10-K and holds a BSc from the Camborne School of Mines; he has deep mine development and operating experience built over 16 years at Barrick Gold and senior roles at Jaguar Mining, Andina Minerals, Aurelian Resources, and others . Pay-versus-performance disclosure shows “compensation actually paid” to Bee of $112,843 (FY2022), $206,651 (FY2023), and $262,801 (FY2024), alongside cumulative TSR of $51.36 (FY2022), $39.18 (FY2023), and $38.00 (FY2024) and GAAP net losses, underscoring a challenging share performance backdrop during his tenure . USAU’s Board separated the CEO and Executive Chairman roles in 2022 (Luke Norman as Executive Chairman), with three independent directors currently on the Board .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barrick Gold Corporation | Senior VP, Frontera District (Chile/Argentina); earlier Mine Manager (Goldstrike), Operations Manager (Pierina), General Manager (Veladero) | 16-year tenure; Frontera role concluded 2018 | Advanced Pascua-Lama underground feasibility; led projects from construction to operations; permitted and developed Veladero into production . |
| Jaguar Mining Inc. | CEO and Director | Mar 2014–Dec 2015 | Led turnaround and operational oversight at a multi-asset gold miner . |
| Andina Minerals Inc. | President & CEO | Feb 2009–Jan 2013 | Advanced Chilean gold assets; strategic leadership and development . |
| Aurelian Resources Inc. | Chief Operating Officer | 2007–2009 | Led Fruta del Norte project development prior to Kinross acquisition in 2008 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stillwater Mining Company | Director | N/A | Board-level oversight at U.S. PGM miner . |
| Sandspring Resources Ltd. | Director | N/A | Governance at junior developer . |
| Jaguar Mining | Director | N/A | Governance; former CEO . |
| Peregrine Metals Ltd. | Director | N/A | Governance experience in base metals . |
| Minera IRL | Director | N/A | Governance in Latin American gold mining . |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary (Bee) ($) | $300,000 | $300,000 | $300,000 |
| Total Compensation (Bee) ($) | $724,750 | $349,650 | $300,000 |
- Bee Employment Agreement: base salary increased from $300,000 to $340,000 effective October 1, 2024 .
Performance Compensation
| Component | Metric/Terms | FY2022 | FY2023 | FY2024 | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Target) | 100% of base salary; form at Board’s discretion | Paid $176,375 | $0 | $0 | N/A |
| RSUs | Long-term incentive | Granted 25,450 RSUs; vested immediately (Jan 24, 2022) | None granted | None granted | Immediate (2022 award) |
| Stock Options (Jan 24, 2022 grant) | 15,928 options at $6.93 | Granted; 25% immediate, 25% annually through Jan 24, 2025 | Continues vest per schedule | Final tranche vests Jan 24, 2025 | 25% immediate; 25% annually (3 years) |
| Stock Options (Jan 12, 2023 grant) | 15,000 options at $5.02 | N/A | Granted; vested immediately | Outstanding | Immediate |
Outstanding Equity Awards (as of Apr 30, 2024):
- Options: 11,946 exercisable and 3,982 unexercisable at $6.93; expire 01/24/2027 .
- Options: 15,000 at $5.02; expire 01/12/2028 .
Equity Ownership & Alignment
| Ownership Detail (as of Mar 3, 2025 Record Date) | Shares/Units |
|---|---|
| Total Beneficial Ownership | 497,564 (3.88% of 12,486,116 shares outstanding) |
| Unrestricted Common Shares | 175,566 |
| Vested RSUs (issuable upon resignation) | 256,184 |
| Options (total) | 87,834 (65,044 currently exercisable) |
| Warrants | 770 (currently exercisable) |
| Excluded (unvested RSUs) | 14,785 |
| Excluded (unexercisable options) | 22,790 |
Policy context:
- No minimum stock ownership guideline; Company encourages substantial personal investment; Insider Trading Policy deems short-term/speculative transactions improper . No explicit pledging/hedging prohibitions disclosed in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date/Term | Bee Employment Agreement dated December 4, 2020; indefinite until terminated . |
| Base Salary | $300,000 through Sep 2024; $340,000 effective Oct 1, 2024 . |
| Annual Bonus Target | Up to 100% of base salary; form (cash/stock/mix) at Board’s discretion . |
| Severance (no CIC) | Lump-sum equal to then-current base salary plus prorated portion of target bonus; all unvested equity fully and immediately vests; vested awards per plan terms . |
| Severance (within CIC period) | 2x base salary + 100% target bonus; if base salary ≤ $500,000 at termination, then 3x base salary + 100% target bonus . |
| Clawback | Executive compensation clawback adopted in 2023 for restatements; applies irrespective of misconduct . |
| Non-compete/Non-solicit | Not disclosed in proxy; no specific terms provided . |
| Tax gross-ups | Not disclosed . |
Board Governance
- Board Service: Director since Nov 2020; Chairman from Mar 2021–May 2022; currently CEO and Director (Executive Chairman is Luke Norman) .
- Independence: Bee is not independent; Board has three independent directors (Schafer, Waldkirch, Fipke) .
- Committee Structure (independent-only): Audit (Chair: Waldkirch; Members: Schafer, Fipke), Compensation (Chair: Schafer; Members: Waldkirch, Fipke), Nominating & Governance (Chair: Fipke; Members: Schafer, Waldkirch), Technical (Chair: Schafer; Members: Norman, Fipke) .
- Attendance: In FY2024, Board held four meetings; Audit four; Compensation one; Nominating one; each director attended at least 75% of meetings of Board and assigned committees .
- Director Compensation: Employees receive no additional Board pay; non-employee directors paid $7,500 per quarter effective Oct 1, 2024; Audit Chair $2,500 per quarter; other committee chairs $2,000 per quarter; equity via RSUs/DSUs/options; director stock ownership not required .
Fixed Compensation (expanded) – Summary Compensation Table (Bee)
| Component ($) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary | $300,000 | $300,000 | $300,000 |
| Bonus | $176,375 | $0 | $0 |
| Stock Awards (RSUs) | $176,375 | $0 | $0 |
| Option Awards | $72,000 | $49,650 | $0 |
| All Other Compensation | $0 | $0 | $0 |
| Total | $724,750 | $349,650 | $300,000 |
Performance & Track Record
| Measure | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Compensation Actually Paid (Bee) ($) | $112,843 | $206,651 | $262,801 |
| Cumulative TSR – value of $100 investment | $51.36 | $39.18 | $38.00 |
| GAAP Net Income ($) | $(13,930,882) | $(7,614,204) | $(6,897,483) |
Operational milestones (qualitative):
- CK Gold Project permitting advanced: received Mine Operating Permit (May 2024) and subsequent approvals; continued feasibility/execution planning; management guided to construction start in 2026; Bee publicly emphasized timeline and land acquisitions supporting development .
Say-on-Pay & Peer Benchmarking
- 2025 Proxy proposed advisory say-on-pay and recommended frequency of “three years”; outcomes not included in the proxy text .
- 2024 AGM results: all proposals (director elections and auditor ratification) passed; no say-on-pay proposal that year .
- Compensation Committee engaged Bedford Resources Inc. to perform compensation analysis in FY2023; formal peer group constituents are not disclosed .
Equity Ownership & Alignment – Additional Notes
- Company does not mandate ownership multiples; Insider Trading Policy discourages speculative transactions; no specific pledging/hedging prohibitions disclosed .
- Beneficial ownership includes a substantial block of vested RSUs issuable upon resignation, and significant option holdings, indicating alignment but potential liquidity upon separation .
Employment Terms – Change-of-Control Economics
| Trigger | Cash Multiple | Bonus | Equity Treatment |
|---|---|---|---|
| Termination without cause / resignation for good reason (outside CIC) | 1x base salary | Prorated portion of 100% target bonus | All unvested equity fully and immediately vests; options become exercisable |
| Termination without cause / resignation for good reason (within CIC) | 2x base salary; 3x if base salary ≤ $500,000 | 100% of target annual bonus | Same accelerated vesting as above |
Investment Implications
- Pay-for-performance alignment: base pay increased modestly in FY2025; variable compensation has been discretionary and largely not paid in FY2023–FY2024, which aligns with negative TSR and GAAP losses; however, accelerated vesting upon termination (single-trigger vesting outside CIC and double/single-trigger cash multiples within CIC) introduces shareholder-protection tradeoffs typical of small-cap mining issuers .
- Retention and selling pressure: meaningful vested RSUs issuable upon resignation and multiple option tranches may create post-termination liquidity, but recent years show no new RSU awards and immediate-vest 2023 options, limiting near-term scheduled vesting pressure; monitoring Form 4s remains prudent (not disclosed in proxy) .
- Governance: separation of CEO and Executive Chairman and independent committee leadership mitigate dual-role risks, though Bee’s non-independence as CEO/director persists; attendance and committee cadence were adequate .
- Execution risk: CK Gold Project is permitted and advancing to feasibility/execution planning with a 2026 construction start target; capital availability and commodity prices remain external levers; Bee’s extensive development background across Barrick and juniors is a positive for project delivery .