Kevin Francis
About Kevin Francis
Kevin Francis is Vice President – Exploration and Technical Services at U.S. Gold Corp. (USAU), serving since July 19, 2021; he is a “qualified person” (SME-RM) under SEC Subpart 1300 and NI 43-101 and has provided multiple qualified person consents tied to the CK Gold Project technical report summary . He holds an M.S. and B.A. in geology from the University of Colorado; age was 61 at appointment (July 2021) and 65 as of March 6, 2025 . Company pay-versus-performance shows cumulative TSR falling from $51.36 to $38.00 per $100 invested between FY2022–FY2024 and GAAP net losses of $6.9–$13.9 million over the same period; NEO bonuses (including Francis) were not paid in FY2023–FY2024, supporting pay restraint amid negative net income .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aurcana Corporation | VP, Project Development | Not disclosed | Senior development leadership for mining projects |
| Oracle Mining Corporation | VP, Technical Services | Not disclosed | Technical leadership for operations and projects |
| NovaGold Resources | VP, Resources | Not disclosed | Resource geology leadership for growth planning |
| AMEC Mining & Metals | Principal Geologist | Not disclosed | Consulting leadership for geological and technical work |
| Mineral Resource Management LLC | Principal | Since at least 2020 | Technical consultancy to USAU prior to full-time role |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Texas Mineral Resources Corp. (OTCQB: TMRC) | Director | Nov 2020 – May 2025 | Service concluded May 2025 per later 10-K/A; proxy earlier stated current service as of Mar 6, 2025 |
| Gustavson Associates (WSP) | Consultant (association) | Since Sep 2020 (prior to USAU hire) | QP association referenced before USAU full-time hire |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $220,000 | $220,000 (raised to $240,000 effective Oct 1, 2024) |
| Target Bonus (% of Salary) | 75% | 75% |
| Actual Bonus Paid ($) | $0 | $0 |
- Effective Oct 1, 2024, Francis’s annual base salary increased to $240,000 .
- Employment agreement (effective July 19, 2021) initially set base salary at $210,000 and target bonus up to 75% of base .
Performance Compensation
Annual Incentive (2021 Goals Framework)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| CK Gold Project (resource model, PFS, budgets, permitting relations) | 45% | Complete updated resource model; complete PFS; 2021 and indicative 2022 budgets; regulator & landowner engagement | Not disclosed | Not disclosed | Annual bonus assessment for 2021 cycle |
| Keystone (permits, JV outreach, 20-hole drill program) | 15% | Obtain permits; engage 2+ partners; execute drill program (board-approved) | Not disclosed | Not disclosed | Annual |
| Maggie Creek (min. exploration spend, claims consolidation, JV/sale) | 5% | ~$300K exploration spend; consolidate claims; consider JV or sale | Not disclosed | Not disclosed | Annual |
| Challis (geologic analysis, soil sampling, plan of operations) | 10% | Complete analysis; soil sampling; submit plan of operations | Not disclosed | Not disclosed | Annual |
| Financing | 10% | Secure $5–$15M by Q2 2021 | Not disclosed | Not disclosed | Annual |
| Marketing & Corporate Performance | 5% | Double market cap by Dec 2021; 2 analyst coverages; attend 3 conferences | Not disclosed | Not disclosed | Annual |
| Management Objectives | 10% | Internal controls; ESG & safety policies; post-PFS financial model; M&A opportunities; board expansion; hiring plan | Not disclosed | Not disclosed | Annual |
- No non-equity incentive bonus was paid for FY2023–FY2024 for NEOs including Francis .
Equity Awards – RSUs and Options
| Award Type | Grant Date | Units/Shares | Fair Value ($) | Vesting Schedule | Status / Notes |
|---|---|---|---|---|---|
| Performance-based RSUs | Jul 19, 2021 | Units not disclosed at grant | $150,000 | 25% fully vested at grant; 25% on each of 1st, 2nd, 3rd anniversaries | Outstanding RSUs as of Record Date: 36,340 vested (issuable upon resignation), 7,057 unvested |
| Stock Options | Jan 24, 2022 | 3,900 total (2,925 exercisable; 975 unexercisable) | N/A | 25% on 1/24/2022; 25% on each 1st, 2nd, 3rd anniversaries | Strike $6.93; Expires 01/24/2027 |
| Stock Options | Jan 12, 2023 | 15,000 | $49,650 grant-date fair value (NEO long-term incentive) | Vested immediately at grant | Strike $5.02; Expires 01/12/2028 |
- Company adopted a mandatory Executive Compensation Clawback Policy in 2023 for restatements (equity and non-equity incentive comp) ; Francis’s agreement also contains Dodd-Frank aligned clawback provisions .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 73,914 | Includes options and RSUs per SEC rules |
| Shares Outstanding (Record Date) | 12,486,116 | Proxy Record Date March 3, 2025 |
| Ownership (% of outstanding) | ~0.59% (73,914 / 12,486,116) | Computed from cited figures |
| Unrestricted Common Stock | 308 | |
| Vested RSUs (issuable upon resignation) | 36,340 | Issuable upon resignation; subject to acceleration/forfeiture terms |
| Unvested RSUs | 7,057 | |
| Options – Exercisable | 37,112 | |
| Options – Unexercisable | 10,877 | |
| Warrants – Exercisable | 154 | |
| Stock Ownership Guidelines | No formal minimum requirement disclosed; emphasis on substantial personal investment; short-term/speculative trading discouraged by Insider Trading Policy | |
| Pledging/Hedging | Not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start / Term | Effective July 19, 2021; term continues indefinitely until terminated |
| Base Salary & Bonus Target | Base initially $210,000; target bonus up to 75% of base; current target bonus 75% |
| Severance – Outside Change in Control (CoC) | Lump-sum severance = current annual base salary + prorated target bonus (assumed 100% target goal completion, pro rata). All unvested equity fully and immediately vests; vested equity per plan |
| Severance – Within CoC Period | Lump-sum severance = 1.5× current base salary + 100% of target annual bonus; full vesting of unvested equity; CoC window is 6 months before, upon, or 6 months after CoC |
| Benefits Continuation | COBRA or equivalent medical/dental/vision; Company continuation or reimbursement up to 18 months post-termination (with conditions) |
| Release Condition | Severance contingent on execution (and non-revocation) of company-approved release of claims; payment ~60 days post-termination |
| Non-Compete | 12 months post-employment; broad scope covering competition with any Employer business; exception for approved activities at Mineral Resource Management LLC per agreement |
| Non-Solicit | 12 months post-employment; restrictions on solicitation of employees, customers |
| Confidentiality & IP | Confidentiality obligations indefinite; comprehensive IP assignment/work product provisions |
| Dispute Resolution | Mediation, then arbitration (JAMS) in Nevada; FAA applies; attorneys’ fees cap tied to last 12 months compensation |
| Indemnification & D&O | Full indemnification to the maximum extent permitted; D&O coverage on most favorable terms provided to executives |
| 280G/4999 | “Best net” cutback to avoid excise tax if excess parachute payments; no tax gross-up |
| Clawback | Agreement-level clawback for incentive-based comp upon restatement; Company-level mandatory clawback policy adopted in 2023 |
| Change in Control – Definition | ≥50.1% acquisition; asset sale ≥40% FMV; or board turnover; must meet 409A “change in control event” |
Investment Implications
- Pay-for-performance discipline: No NEO bonuses in FY2023–FY2024 while TSR and GAAP net income were negative; equity compensation shifted toward options (2023 grant) with no RSU grants in FY2023–FY2024 per proxy, limiting guaranteed pay and aligning upside to value creation .
- Retention and selling pressure: RSUs vesting structure includes issuance upon resignation and full acceleration of unvested equity upon qualifying severance—this can create event-driven liquidity supply if employment terminates, especially around CoC windows; however, non-compete, non-solicit, and release requirements create friction against opportunistic departures .
- Alignment and skin-in-the-game: Francis beneficially owns ~0.59% including options and RSUs; formal ownership minimums are not disclosed, but insider trading policy discourages speculative trading, and company-wide clawback policy enhances accountability .
- Execution risk: As QP, Francis is directly tied to CK Gold technical disclosures and has led technical milestones; delays or changes in technical conclusions would have reputational and operational impact. Section 16(a) footnote indicates four late Form 4 filings in FY2025, a minor governance blemish but not indicative of broader legal issues (company states no material legal proceedings) .
Overall, compensation terms balance retention with event-driven acceleration; option-heavy equity emphasis and clawbacks support alignment, while RSUs issuable upon resignation and accelerated vesting in severance/CoC scenarios warrant monitoring for potential post-event share supply. Continuous progress on CK Gold project milestones remains the key performance lever.