Johanna Fipke
About Johanna Fipke
Johanna Fipke (age 46) joined U.S. Gold Corp.’s board in April 2024 and is an independent director. She is a partner at Fasken Martineau DuMoulin LLP (since 2010) with 20+ years of mining M&A, project finance, royalties/streams, and development experience; she holds Bachelor of Law, Bachelor of Commerce, and Bachelor of Arts degrees (with distinction) from the University of Alberta, and is a member of the Law Societies of British Columbia, Northwest Territories, and Nunavut. She has been recognized by Lexpert, Who’s Who Legal, Best Lawyers in Canada, and Legal 500, and was named a 2018 “Top 100 Global Inspirational Women in Mining.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fasken Martineau DuMoulin LLP | Partner (Mining group) | 2010–present | Advised on mining M&A, project finance (debt/streams/royalties), commercial transactions and development for domestic/international mining companies |
| Women in Mining British Columbia | Director (former) | Not disclosed | Industry advocacy and network leadership (former) |
| Nova Royalty Corp. (TSXV: NOVR) | Director (former) | Not disclosed | Governance of royalty/streaming company (former) |
External Roles
| Organization | Role | Type | Tenure/Notes |
|---|---|---|---|
| Law Societies (BC, NWT, Nunavut) | Member | Professional | Current memberships |
| Lexpert; Who’s Who Legal; Best Lawyers; Legal 500 | Recognized lawyer | Professional recognition | Mining expertise recognitions |
| Women in Mining UK | Awardee | Recognition | 2018 Top 100 Global Inspirational Women in Mining |
Board Governance
- Independence: The board determined Ms. Fipke is independent under Nasdaq rules; the 5‑member board has 3 independent directors (Schafer, Waldkirch, Fipke).
- Board leadership: CEO (George Bee) and Executive Chairman (Luke Norman) roles are separated; independent directors and committee structure provide oversight.
- Committee assignments and roles:
- Nominating & Governance Committee: Chair (responsible for board evaluations, succession, governance policies, compliance oversight).
- Audit Committee: Member (oversight of auditor, financial reporting, internal controls, financial risk).
- Compensation Committee: Member (exec/director pay, plans, employment agreements, pay-risk oversight).
- Technical Committee: Member (project advancement oversight).
- Attendance and engagement: In FY ended Apr 30, 2024, Board held 4 meetings; Audit 4; Compensation 1; Nominating & Governance 1; Technical 0; each director attended ≥75% of the meetings of the Board/committees on which they served.
Fixed Compensation
| Item | Amount | Effective Date/Period | Notes |
|---|---|---|---|
| Fees earned (FY 2024) | $444 | Fiscal year ended Apr 30, 2024 | Pro-rata cash fees following April 26, 2024 election; no stock or option awards reported for FY24 |
| Non-employee director retainer (per quarter) | $7,500 | Effective Oct 1, 2024 | Paid in cash; equity via RSUs, DSUs, options |
| Committee chair fee – Audit (per quarter) | $2,500 | Effective Oct 1, 2024 | Not applicable to Fipke (Audit Chair is Waldkirch) |
| Committee chair fee – other committees (per quarter) | $2,000 | Effective Oct 1, 2024 | Applicable to Ms. Fipke as Nominating & Governance Chair |
| Prior board retainer (per quarter) | $6,000 | FY 2024 (through Sep 30, 2024) | FY24 structure also included RSUs |
The company has no minimum stock ownership requirement for directors but believes directors should have a substantial personal investment; the Insider Trading Policy discourages short‑term/speculative transactions.
Performance Compensation
- Equity vehicles for directors: RSUs, DSUs, and stock options (effective Oct 1, 2024). No FY24 stock/option awards reported for Ms. Fipke given the timing of her election.
- Clawback policy: Executive incentive-based compensation clawback adopted in 2023 (mandatory recoupment after restatements; applies to executives, not directors).
| Equity/Deferred Award | Quantity | Status/Vesting | Notes |
|---|---|---|---|
| Stock options | 9,669 | All currently exercisable | Included in beneficial ownership |
| Deferred stock units (DSUs) | 17,025 | Unvested; issuable upon resignation (subject to acceleration/forfeiture) | Excluded from beneficial ownership; no voting until issued |
No performance metric framework is disclosed for director equity (e.g., TSR, revenue), and no director option/RSU grant-date fair values are provided for Ms. Fipke in FY24.
Other Directorships & Interlocks
| Company/Organization | Market | Role | Notes |
|---|---|---|---|
| Nova Royalty Corp. | TSXV | Director (former) | Former public company directorship |
| Women in Mining British Columbia | — | Director (former) | Non-profit/industry group |
Related-party checks: The board’s independence assessment found no related-party relationships for directors; related-party transactions disclosed post-FY24 involve a consulting agreement with the Executive Chairman (Luke Norman), not Ms. Fipke.
Expertise & Qualifications
- Legal/mining finance: Over 20 years advising mining companies on M&A, project finance (including streams/royalties), and development (Fasken partner).
- Education: LL.B., B.Comm., B.A., all with distinction (University of Alberta).
- Professional: Member of BC, NWT, Nunavut law societies; recognized by Lexpert, Who’s Who Legal, Best Lawyers, and Legal 500; WIM UK 2018 Top 100.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Composition & Notes |
|---|---|---|---|
| Johanna Fipke | 9,669 | <1% | Includes options exercisable for 9,669 shares within 60 days; excludes 17,025 unvested DSUs (issuable upon resignation; no voting rights until issued). Shares outstanding: 12,486,116 (record date Mar 3, 2025). |
No disclosure of share pledging or hedging by directors beyond the Insider Trading Policy’s restrictions on short-term/speculative transactions.
Governance Assessment
-
Strengths
- Independent director with deep mining legal/finance expertise across M&A, project finance, and development; adds regulatory and transactional oversight capacity.
- Chairs Nominating & Governance; serves on Audit and Compensation, enhancing board oversight of governance, financial reporting, and pay.
- Independence confirmed; no related-party ties disclosed; board has independent-majority committees.
- Engagement signals: ≥75% attendance standard met in FY24 across the board; non-management directors meet in executive session.
- Shareholder sentiment: 2025 Say‑on‑Pay approved strongly (4,263,335 For; 79,258 Against; 42,473 Abstain); board set Say‑on‑Pay frequency to every three years per vote results (3‑year: 1,896,984 vs 1‑year: 1,408,709).
-
Watchpoints
- No director stock ownership guidelines (common investor preference for alignment), though equity (RSUs/DSUs/options) is part of pay mix; monitor pace of ownership accumulation vs. cash fees.
- Expanded use of stock options for directors starting Oct 1, 2024; monitor for potential misalignment (option risk‑taking incentives) vs. RSUs/DSUs.
- Compensation Committee met once in FY24; ensure adequate cadence as the company progresses CK Gold financing/development and executive pay decisions.
-
Conflicts/related parties
- No Fipke-related party transactions disclosed; independence determination reviewed potential relationships and found none. Continue Audit Committee oversight of any future engagements (e.g., if her law firm were to provide services).
Reference Data (Board & Shareholder Signals)
| Item | Data |
|---|---|
| Board size / Independents | 5 directors / 3 independent (Schafer, Waldkirch, Fipke) |
| FY24 meeting counts | Board 4; Audit 4; Compensation 1; Nominating & Governance 1; Technical 0; ≥75% attendance for each director |
| Say-on-Pay (2025) | For 4,263,335; Against 79,258; Abstain 42,473; Broker non‑votes 2,940,791 |
| Say-on-Pay frequency (2025) | 3 years 1,896,984; 2 years 1,014,679; 1 year 1,408,709; Abstain 64,693; Broker non‑votes 2,940,792. Board adopted triennial frequency. |