Robert W. Schafer
About Robert W. Schafer
Independent director since November 2020; age 71. P.Geo and experienced mining executive with 35+ years of global exploration, discovery and transaction experience; currently CEO of Eagle Mines Management LLC (founded 2016). Prior roles include EVP, Business Development at Hunter Dickinson (2004–2015), VP Exploration at Kinross Gold (1996–2003), and senior positions at BHP Minerals and Billiton Metals; education includes BS/MS Geology (Miami University), MS Mineral Economics (University of Arizona), executive business program at Stanford; multiple industry awards and leadership roles (SME, PDAC, CIM) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunter Dickinson Services Inc. | Executive Vice President, Business Development | 2004–2015 | Led global transactions; diversified mining group exposure |
| Kinross Gold Corporation (NYSE: KGC) | Vice President, Exploration | 1996–2003 | Led exploration for senior gold producer across portfolio |
| BHP Minerals; Billiton Metals | Senior positions | Prior to 1996 (not specified) | Senior technical/operational roles at major miners |
| Eagle Mines Management LLC | Chief Executive Officer (founder) | 2016–present | Private natural resources company; global transactions |
External Roles
| Company | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| Amur Minerals Corporation | AIM: AMC | Director | Current board service |
| Volcanic Gold Mines Inc. | TSX-V: VG | Director | Current board service |
| Temas Resources | CSE: TMAS | Director | Current board service |
| United Lithium | CSE: ULTH | Director | Current board service |
| Electric Royalties | TSXV: ELEC.V | Director | Current board service |
| Prior boards (selection) | Various (TSXV/TSX/ASX) | Director | Trillium Gold Mines, Lincoln Mining, Renaissance Gold, Trigon Metals, Orex Minerals, Orosur Mining, Cardinal Resources |
Board Governance
| Committee | Members | Chair | Independence status | Meetings FY2024 |
|---|---|---|---|---|
| Audit | Michael Waldkirch; Robert W. Schafer; Johanna Fipke | Waldkirch | Solely independent directors | 4 meetings |
| Compensation | Robert W. Schafer; Michael Waldkirch; Johanna Fipke | Schafer | Solely independent directors | 1 meeting |
| Nominating & Governance | Johanna Fipke; Robert W. Schafer; Michael Waldkirch | Fipke | Solely independent directors | 1 meeting |
| Technical | Robert W. Schafer; Luke Norman; Johanna Fipke | Schafer | Not specified (board-level committee; board independence affirmed overall) | 0 meetings |
- Independence: Board determined Schafer is independent under Nasdaq rules .
- Attendance: Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management (independent) directors meet in executive sessions with regular Board meetings .
Fixed Compensation
| Item | FY2024 | Effective Oct 1, 2024 |
|---|---|---|
| Quarterly cash retainer (non-employee directors) | $6,000 per quarter | $7,500 per quarter |
| Committee chair fees | Audit Chair: $2,500/quarter; other committee chairs: $2,000/quarter | Same |
| Equity for non-employee directors | RSUs issued (program); no stock awards recorded for Schafer in FY2024 director comp table | RSUs, DSUs, and stock options (program) |
| Robert W. Schafer – cash paid (FY2024) | $40,000 | N/A (program terms apply going forward) |
- Company does not require a minimum stock ownership for directors but expects substantial personal investment; short-term/speculative trading prohibited by Insider Trading Policy .
Performance Compensation
| Equity Instrument | FY2024 status for Schafer | Post-10/1/2024 program terms | Vesting/issuance notes |
|---|---|---|---|
| RSUs | Vested RSUs: 14,199 shares; issuable upon resignation; non-voting until issued | RSUs granted to non-employee directors per program | Issuable upon resignation; subject to acceleration/forfeiture |
| DSUs | Not disclosed for Schafer | DSUs granted to non-employee directors per program | DSUs example terms disclosed for Fipke (unvested; issuable upon resignation) |
| Stock Options | Exercisable options: 29,979 shares (as of Record Date); 20,310 (as of Apr 30, 2024) | Options granted to non-employee directors per program | All noted options currently exercisable (record-date footnote) |
| Warrants | 770, all exercisable | N/A | N/A |
| Performance metrics tied to director compensation | None disclosed (director equity appears time-based; no TSR/financial KPI for directors) |
Other Directorships & Interlocks
| Relationship Area | Observation |
|---|---|
| Shared directorships | Multiple concurrent directorships across junior/mining companies (AIM/TSXV/CSE), potentially strengthening sector insight and networks |
| Competitor/supplier/customer overlap | Not disclosed in proxy; no specific related-party transactions tied to Schafer noted |
Expertise & Qualifications
| Credential/Qualification | Details |
|---|---|
| Professional designation | P.Geo; fellow of SEG, CIM, SME; certified director (Institute of Corporate Directors) |
| Education | BS/MS Geology (Miami University); MS Mineral Economics (University of Arizona); Executive Business Management program (Stanford) |
| Industry leadership | Past president of SME, PDAC, CIM; Mining & Metallurgical Society of America; boards of U.S./Canadian Mining Halls of Fame; unique cross-border leadership record |
| Awards | William Lawrence Saunders Gold Medal (AIME); Daniel C. Jackling Award; Robert A. Dreyer Award (SME) |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert W. Schafer | 145,698 | 1.16% | Based on 12,486,116 shares outstanding as of Record Date |
Breakdown (Record Date):
| Component | Amount | Status/Notes |
|---|---|---|
| Unrestricted common shares | 100,750 | Direct ownership |
| Vested RSUs | 14,199 | Issuable upon resignation; non-voting until issued |
| Stock options | 29,979 | All currently exercisable |
| Warrants | 770 | All currently exercisable |
Comparison snapshot:
| Instrument | Apr 30, 2024 | Record Date (proxy) |
|---|---|---|
| RSUs | 7,927 (outstanding) | 14,199 (vested; issuable upon resignation) |
| Options | 20,310 (outstanding) | 29,979 (all exercisable) |
- Pledging/hedging: No pledging disclosed; Insider Trading Policy prohibits short-term/speculative transactions .
- Section 16 compliance: Company believes all director filings were timely for the past fiscal year .
Governance Assessment
- Independence and roles: Schafer is an independent director; chairs Compensation and Technical Committees; serves on Audit and Nominating & Governance—independence across key oversight committees is a positive for board effectiveness .
- Attendance and engagement: At least 75% attendance across Board/committees; participation across four Board and multiple committee meetings in FY2024 supports active oversight; independent directors meet in executive session with regular meetings .
- Director pay structure: FY2024 compensation for Schafer was $40,000 in cash; program shifted from $6,000 to $7,500 quarterly retainer effective Oct 1, 2024, with added RSUs/DSUs/options and chair fees ($2,000 per quarter per non-Audit chair). The mix increases equity alignment but introduces more guaranteed cash vs prior period; no performance metrics disclosed for director awards—typical for directors but limits pay-for-performance linkage .
- Ownership alignment: 1.16% beneficial ownership with significant direct shares, fully exercisable options, and vested RSUs issuable upon resignation indicates meaningful skin-in-the-game; note RSUs are non-voting until issuance, modestly reducing current voting alignment .
- Conflicts/related-party risk: Proxy discloses a consulting arrangement for another director (Norman) but no related-party transactions involving Schafer; Audit Committee reviews any such transactions, mitigating risk .
- RED FLAGS:
- None identified specific to Schafer in legal proceedings or Section 16 compliance; company reports timely filings and no material legal proceedings requiring disclosure for directors .
- Equity awards structured as RSUs/DSUs/options for directors without performance conditions; standard for directors but may be viewed as lower at-risk pay relative to performance-based incentives if investors prefer stronger pay-performance linkage .
Overall signal: Strong technical credentials and independence with multi-committee leadership; decent attendance and meaningful ownership support investor confidence. Lack of performance metrics in director equity is conventional but reduces explicit pay-performance alignment; no disclosed related-party exposure for Schafer is a positive .