Luke Norman
About Luke Norman
Luke Norman (age 54) is Executive Chairman of U.S. Gold Corp. (USAU) and has served as a director since May 2022. He is a mining executive and investor with two decades as an independent consultant across metals and mining, and is a founding shareholder of Gold King Corp., which combined with Dataram in 2016 to form U.S. Gold Corp. He is not an independent director under Nasdaq rules; the Board determined only three of five directors are independent and explicitly identified Mr. Norman as non‑independent. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Gold Corp. / Gold King Corp. | Founding shareholder (Gold King); later Executive Chairman, Director (USAU) | Founding shareholder (2016 combination with Dataram); Chairman since May 2022; Executive Chairman since Oct 2022 | Board leadership; industry, finance, M&A expertise cited as rationale for chairmanship |
| Independent consultancy (metals/mining) | Consultant | Since 2000 | Strategic advisory across mineral exploration/finance |
External Roles
| Company | Listing | Role | Since |
|---|---|---|---|
| Northern Lion Gold Corp. | TSXV: NL | Chief Executive Officer, President, Director | Dec 2017 |
| Leviathan Gold Ltd. | TSXV: LVX | Chief Executive Officer, Director | Mar 2021 |
| Silver One Resources | TSXV: SVE; FSE: BRK1 | Chairman | 2016 |
| Black Mountain Gold USA Corp. | TSXV: BMG | Director | 2020 |
Board Governance
- Independence and composition: Board of five; three independent directors (Schafer, Waldkirch, Fipke). Mr. Norman and CEO George Bee are not independent.
- Committee assignments: Mr. Norman serves on the Technical Committee (member). He is not on Audit, Compensation, or Nominating & Governance, which are fully independent and chaired by independent directors.
- Chair roles: Executive Chairman of the Board (not independent). Committee chairs: Audit (Waldkirch), Compensation (Schafer), Nominating & Governance (Fipke), Technical (Schafer).
- Attendance: During FY ended Apr 30, 2024, Board held 4 meetings; Audit 4; Compensation 1; Nominating & Governance 1; Technical 0. Each director attended at least 75% of Board and committee meetings during their term.
- Executive sessions: Non‑management directors (excluding Mr. Norman) meet in executive sessions at regularly scheduled Board meetings.
- Governance documents and code: Company maintains Corporate Governance Principles and Code of Ethics; independence determinations use Nasdaq rules.
Fixed Compensation
| Component | Terms / Amount | Period/Date |
|---|---|---|
| Standard non‑employee director retainer | $7,500 per quarter effective Oct 1, 2024; Audit Chair additional $2,500/quarter; other committee chairs $2,000/quarter; equity via RSUs/DSUs/options; employees receive no additional board pay | Effective Oct 1, 2024 (policy) |
| Luke Norman – Director fees (FY2024) | $0 fees; $0 stock awards; $0 option awards; $120,000 “All Other Compensation” | FY ended Apr 30, 2024 |
| Luke Norman – Consulting agreement (March 2023 Extension) | Annual fee $250,000: $130,000 in stock + $120,000 cash; paid $120,000 cash in FY2024 | March 10, 2023 extension; FY2024 cash paid |
| Luke Norman – Consulting agreement (Nov 25, 2024) | $250,000 cash per 12‑month term; auto‑renews annually unless terminated | Nov 25, 2024 agreement |
Note: Mr. Norman’s board compensation is atypical; he did not receive standard director retainers/equity in FY2024 and instead received cash fees via consulting arrangements.
Performance Compensation
| Element | Specifics | Vesting/Performance Link | Date |
|---|---|---|---|
| Options (beneficial holdings) | 56,001 options held; 46,675 currently exercisable; 9,326 unexercisable (excluded from beneficial ownership) | Standard option terms under 2020 Stock Plan; vesting schedules per award agreements | As of Record Date (Mar 3, 2025) |
| RSUs/DSUs | 3,463 vested RSUs included in beneficial ownership; 3,463 unvested DSUs excluded; RSUs/DSUs generally issued upon resignation, subject to acceleration/forfeiture | Issuable upon director’s resignation (timing feature) | As of Record Date (Mar 3, 2025) |
| Warrants | 147,957 warrants, all currently exercisable | Standard warrant terms | As of Record Date (Mar 3, 2025) |
| Transaction-based success fee (consulting) | Upon a “Transformative Transaction,” Mr. Norman receives a lump‑sum payment based on the Transaction Price (amount/formula not disclosed) | Contingent on completion of defined transaction | Nov 25, 2024 agreement |
No director‑specific performance metrics (e.g., TSR, EBITDA) are disclosed for Mr. Norman’s compensation; the only explicit performance‑contingent element is the success fee tied to a “Transformative Transaction.”
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Notes |
|---|---|---|
| Northern Lion Gold Corp. (CEO/Director) | Industry overlap (mineral exploration) | External executive role in same sector |
| Leviathan Gold Ltd. (CEO/Director) | Industry overlap | External executive role in same sector |
| Silver One Resources (Chairman) | Industry overlap | External chair role |
| Black Mountain Gold USA Corp. (Director) | Industry overlap | External directorship |
No related‑party transactions were disclosed with these entities; the Audit Committee reported no other related transactions in FY2023–FY2024 beyond those listed (see Related Parties section below).
Expertise & Qualifications
- Mineral exploration, finance, corporate governance, M&A, corporate leadership; cited as rationale for serving as Chairman.
- Sector experience: two decades as consultant; multiple leadership roles in listed junior miners.
- Education: Not provided in the proxy biography.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 563,391 shares | 4.44% of outstanding (12,486,116 shares); as of Record Date Mar 3, 2025 |
| Components included | 365,296 unrestricted shares; 3,463 vested RSUs; 56,001 options (46,675 exercisable); 147,957 warrants (all exercisable) | Included in beneficial ownership calculation |
| Excluded from beneficial | 3,463 unvested DSUs; 9,326 unexercisable options | Excluded from beneficial ownership |
| Shares pledged | Not disclosed | No pledging disclosed in proxy |
| Ownership guidelines | No specific minimum ownership requirement; company encourages substantial personal investment; speculative transactions prohibited under Insider Trading Policy | Policy statement (no minimums) |
Related Party Transactions (Conflict Risk)
| Date | Counterparty | Terms | Governance/Conflict Consideration |
|---|---|---|---|
| Mar 10, 2023 (extension of Mar 10, 2021 agreement) | Luke Norman (consulting) | $250,000 annual fee: $130,000 stock + $120,000 cash; $120,000 cash paid in FY2024 | Ongoing related‑party consulting while serving as Chairman; reviewed under related party policy |
| Nov 25, 2024 | Luke Norman (consulting) | $250,000 cash per 12‑month term; auto‑renew; additional lump‑sum success fee upon “Transformative Transaction” based on Transaction Price | Creates direct financial incentive tied to M&A or similar transaction; potential conflict for Board Chair if not robustly overseen by independent directors |
The Audit Committee oversees related‑party transactions; the company states no other related‑party transactions in FY2023–FY2024 beyond those disclosed.
Director Compensation (FY2024 context)
| Director | Fees Earned (Cash) | Stock Awards | Option Awards | All Other Comp | Total |
|---|---|---|---|---|---|
| Luke Norman | $0 | $0 | $0 | $120,000 | $120,000 |
| Robert W. Schafer | $40,000 | $0 | $0 | $0 | $40,000 |
| Tara Gilfillan | $33,528 | $0 | $0 | $0 | $33,528 |
| Michael Waldkirch | $32,024 | $0 | $0 | $0 | $32,024 |
| Johanna Fipke | $444 | $0 | $0 | $0 | $444 |
| Note: Effective Oct 1, 2024, non‑employee director cash retainer increased to $7,500 per quarter; committee chair fees as noted above; directors who are employees receive no additional board pay. Mr. Norman’s FY2024 compensation reflects consulting payments, not standard director pay. |
Attendance and Engagement
| Body | Meetings in FY2024 | Attendance Detail |
|---|---|---|
| Board of Directors | 4 | Each director attended ≥75% of Board and committee meetings during their term. |
| Audit Committee | 4 | See members/Chair above. |
| Compensation Committee | 1 | |
| Nominating & Governance Committee | 1 | |
| Technical Committee | 0 |
Non‑management directors (excluding Mr. Norman) meet in executive sessions concurrent with regular Board meetings.
Say‑on‑Pay & Section 16 Compliance
- Say‑on‑Pay: Proposal on ballot in 2025; Board recommends “FOR”; frequency proposal recommended “THREE YEARS.” Historical approval percentages not disclosed.
- Section 16 filings: Company believes all directors and officers filed timely during the past fiscal year.
Governance Assessment
-
Strengths
- Independent control of key committees; Audit/Comp/Nom‑Gov fully independent and chaired by independent directors.
- Documented Code of Ethics and Whistleblower Policy; annual Board self‑evaluation; clawback policy adopted in 2023 for incentive pay.
- Attendance: ≥75% participation; executive sessions of independent directors.
-
Concerns / RED FLAGS
- Non‑independence: Executive Chairman role; explicitly not independent under Nasdaq rules.
- Related‑party consulting: Repeated consulting engagements with Mr. Norman while serving as Board Chair (cash and stock in 2023; cash in 2024–2025).
- Transaction‑contingent success fee: Nov 25, 2024 agreement provides additional lump‑sum payment to Mr. Norman upon a “Transformative Transaction,” directly tying his personal remuneration to deal completion—this is a material conflict risk for a sitting Board Chair unless mitigated by recusals and independent committee oversight.
- Ownership policy: No minimum stock ownership guidelines for directors; while the company “believes” in substantial investment, lack of formal guidelines may weaken alignment, though Mr. Norman’s personal stake is meaningful (4.44%).
- Overboarding/commitment risk: Concurrent CEO/Chair/director roles at multiple public mining issuers may strain bandwidth, though no attendance shortfall disclosed.
Overall implication: Mr. Norman brings deep sector and capital markets experience and owns 4.44% of USAU, which supports alignment. However, his non‑independence and transaction‑based consulting economics represent notable governance risks that warrant heightened oversight by independent directors (e.g., formal recusals on M&A, independent special committees, transparent disclosure of any success fee triggers).