Michael Waldkirch
About Michael Waldkirch
Michael Waldkirch, age 55, has served as an independent director of U.S. Gold Corp. since January 2021. He is a Chartered Professional Accountant in the U.S. and Canada (since 1998), former CFO of Gold Standard Ventures Corp., and Senior Partner of Michael Waldkirch and Company Inc., Chartered Professional Accountants; he holds a B.A. in Economics from the University of British Columbia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gold Standard Ventures Corp. (TSX/NYSE American: GSV) | Chief Financial Officer (former) | Not disclosed | Brought mining finance expertise to board service |
| Michael Waldkirch and Company Inc., CPAs | Senior Partner | Since 1999 | Public accounting and advisory leadership |
| JBH Professional Services Inc. | Principal | 1997–2011 | Business consulting (Richmond, B.C.) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Michael Waldkirch and Company Inc., CPAs | Senior Partner | Current | Vancouver, B.C. practice (since 1999) |
Board Governance
- Independence: The board determined Mr. Waldkirch is independent under Nasdaq rules; the board has five members, three independent (Waldkirch, Schafer, Fipke) .
- Current committee assignments (FY2025 proxy):
- Audit Committee: Chair (members: Waldkirch, Schafer, Fipke)
- Compensation Committee: Member (Chair: Schafer; members include Waldkirch, Fipke)
- Nominating & Governance Committee: Member (Chair: Fipke; members include Waldkirch, Schafer)
- Technical Committee: Not a member
- Prior-year roles (FY2024 proxy): Audit Committee member (Chair was Gilfillan); Compensation Committee member; Nominating & Governance Committee Chair .
- Attendance: In FY2024, board met 4 times, Audit 4, Compensation 1, Nominating & Governance 1, Technical 0; each director attended at least 75% of meetings. In FY2023, each director attended at least 80% of meetings .
- Executive sessions: Non-management directors (all independents) meet in executive sessions with regular board meetings .
Fixed Compensation
Director fee structure and Mr. Waldkirch’s cash fees.
- Policy (effective Oct 1, 2024): Non-employee directors $7,500 per quarter; Audit Chair $2,500 per quarter; other committee chairs $2,000 per quarter; equity via RSUs/DSUs/options. Previously $6,000 per quarter and RSUs (FY2024) .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Board cash fees – Waldkirch | $26,430 | $32,024 |
| Equity or option grant value – Waldkirch | $49,650 (options) | $0 |
| Total – Waldkirch | $76,080 | $32,024 |
Performance Compensation
- Vehicles: Directors are compensated with RSUs, DSUs, and stock options; the FY2025 proxy notes ongoing use of RSUs/DSUs/options for non-employee directors .
- Performance metrics: No performance metrics for director equity awards are disclosed (service-based grants; no specified financial/ESG targets) .
| Equity Detail (Beneficial Ownership Footnotes) | FY2024 (Record date Feb 29, 2024) | FY2025 (Record date Mar 3, 2025) |
|---|---|---|
| Vested RSUs (issuable upon resignation) | 7,409 shares | 7,409 shares |
| Unvested DSUs | Not disclosed | 6,272 shares (unvested DSUs) |
| Options (exercisable/unexercisable) | 20,310 options, all exercisable | 29,979 options, all exercisable |
| Warrants (exercisable) | 577 warrants | 577 warrants |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Mr. Waldkirch in the proxy biographies |
| Committee roles at other public companies | None disclosed |
| Interlocks/overlaps with key customers/suppliers | None disclosed |
Expertise & Qualifications
- Chartered Professional Accountant (U.S. and Canada) since 1998; BA in Economics (University of British Columbia) .
- Mining sector finance and accounting leadership (former CFO of Gold Standard Ventures) .
- Governance: Chairs USAU’s Audit Committee; prior Chair of Nominating & Governance Committee .
Equity Ownership
| Metric | FY2024 (Record date Feb 29, 2024) | FY2025 (Record date Mar 3, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 34,450 | 44,119 |
| Ownership as % of outstanding | <1% | <1% |
| Unrestricted (direct) common shares | 6,154 | 6,154 |
| Vested RSUs (issuable upon resignation) | 7,409 | 7,409 |
| Options exercisable | 20,310 | 29,979 |
| Warrants exercisable | 577 | 577 |
| Unvested DSUs | Not disclosed | 6,272 (unvested; issuable upon resignation) |
- Pledging/hedging: The company’s Insider Trading Policy deems short-term or speculative transactions improper; no specific pledging disclosure for Mr. Waldkirch is provided in the proxy .
Say-on-Pay & Shareholder Feedback (Context for Governance Risk)
- 2025 Annual Meeting results: Say-on-Pay support 4,263,335 For vs. 79,258 Against; board elections included re-election of Michael Waldkirch (4,291,206 For; 93,861 Withheld); frequency vote adopted triennial say-on-pay (board to hold every three years) .
Related Party Transactions (Conflict Screening)
- The company disclosed related party arrangements with Executive Chairman Luke Norman (e.g., $120,000 cash consulting fees in FY2024; new Nov 25, 2024 consulting agreement at $250,000 per year with automatic renewals and potential transformative transaction payment). No related-party transactions involving Mr. Waldkirch were disclosed for FY2024 or FY2023 beyond those described by the company generally .
Compliance & Controls (Audit Chair Context)
- Clawback policy: Adopted in 2023 covering incentive-based compensation for executive officers upon financial restatements; administered per SEC/Nasdaq rules .
- Audit Committee report and responsibilities reaffirmed; Mr. Waldkirch signed the Audit Committee report with Schafer and Fipke .
Governance Assessment
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Strengths
- Independent director with deep finance/accounting background aligned to Audit Chair responsibilities; committees comprised solely of independents .
- Consistent attendance (≥75% in FY2024; ≥80% in FY2023) and active committee service, including prior N&G Chair and current Audit Chair .
- Shareholder support: Re-elected in 2025 with strong support; Say-on-Pay passed comfortably; triennial say-on-pay cadence reduces short-term compensation pressure .
- Director pay mix includes equity (RSUs/DSUs/options), aligning long-term interests; increased quarterly retainers effective Oct 1, 2024 are transparent .
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Watch items
- Board-level related-party exposure via Executive Chairman’s consulting arrangements (cash retainers and prospective transaction fee); as Audit Chair, Mr. Waldkirch should maintain rigorous related-party oversight to mitigate perceived conflicts .
- No formal director stock ownership guidelines; ownership remains <1% for each director, which may temper “skin-in-the-game” optics despite equity awards .
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No red flags found specific to Mr. Waldkirch regarding legal proceedings or Section 16 compliance; 2025 proxy states timely filings for the past fiscal year .