Alastair Still
About Alastair Still
Alastair Still (age 53) is Chairman of the Board of U.S. GoldMining Inc. since September 12, 2022. He is a geologist with 30 years’ experience, currently serving as Chief Executive Officer of GoldMining Inc. and Director of Technical Services at Gold Royalty Corp.; he holds a B.Sc. (First Class, Honours) from University of New Brunswick and an M.Sc. (Structural Geology) from Queen’s University, and resides in Maple Ridge, British Columbia, Canada . He is not independent under Nasdaq and Canadian NI 58‑101 due to prior/current executive positions with USGO and GoldMining .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newmont (formerly Goldcorp) | Director, Corporate Development | 2015–2020 | Led global M&A evaluations, due diligence and acquisitions |
| GoldMining Inc. | EVP & Chief Development Officer | 2020–2021 | Corporate development leadership |
| GoldMining Inc. | Chief Executive Officer | Apr 1, 2021–Present | Ongoing executive leadership |
| Gold Royalty Corp. | Director of Technical Services | Oct 1, 2020–Present | Technical oversight |
| Porcupine (Timmins) Operations | Chief Geologist | Prior years (unspecified) | Mine operations leadership |
| Cerro Negro (Argentina) | Project Director (acquisition, permitting, construction) | Prior years (unspecified) | Major greenfield project execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GoldMining Inc. (NYSE American, TSX) | Chief Executive Officer | Apr 1, 2021–Present | GoldMining is USGO’s 80.2% shareholder, implying strong influence |
| Gold Royalty Corp. (NYSE) | Director of Technical Services | Oct 1, 2020–Present | Public royalty company |
| Geoscience BC | Technical Advisory Committee member | Ongoing | Professional advisory role |
| Professional Engineers & Geoscientists BC; Professional Geoscientists Ontario | Member | Ongoing | Professional credentials |
Board Governance
- Role: Chairman of the Board; not independent under Nasdaq and NI 58‑101 .
- Committee assignments: Member, Sustainability Committee (Chair: Lisa Wade; other members Laura Schmidt and Lisa Wade; both independent) .
- Attendance (FY 2024): Board 4/4; Sustainability Committee 2/2 .
- Independent director processes: Independent directors meet regularly without non‑independent directors; Audit and Nominating/Corporate Governance Committees are entirely independent .
- Director elections (AGM 2025): Received 10,718,708 “For”, 11,643 “Withhold”, 630,209 broker non‑votes—indicating strong shareholder support .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Standard annual cash retainer (Board policy) | $10,000 | Set effective April 24, 2023; paid quarterly; no committee fees provided |
| Actual cash paid to A. Still (FY 2024) | $0 | Fees Earned or Paid in Cash shown as “—” for Still |
Performance Compensation
| Award Type | Grant Date | Quantity | Fair Value/Strike | Vesting | Valuation Assumptions |
|---|---|---|---|---|---|
| RSUs | Dec 20, 2024 | 3,000 | $8.32 per RSU; total $24,960 | 25% at 3, 6, 9, 12 months from grant | Based on most recent closing price at grant |
| Stock Options | Dec 20, 2024 | 20,000 | $10.00 strike; total grant date fair value $64,128 | 25% immediately; then at 6, 12, 18 months | Black‑Scholes: risk‑free 4.32%; vol 55.45%; life 3.0 yrs; dividend 0%; value $3.2064 |
| Performance‑Based Restricted Shares (Legacy Plan) | Sep 23, 2022 (amended May 4, 2023) | 40,000 (subject to cancellation) | N/A | Vesting contingent on performance conditions | See conditions below |
Performance compensation mechanics:
- 2023 Incentive Plan supports performance awards with goals across cash flow, revenues, EBITDA, EPS, ROA/ROE, stock price/TSR, M&A milestones, etc.; committee may modify measures if business changes .
- Clawback policy permits recoupment for restatements; no option/SAR repricing without shareholder approval .
Legacy Incentive Plan – Performance Conditions (for performance‑based restricted shares)
- 15% released upon re‑establishing Whistler camp and completing ≥10,000m drilling within 3 years of grant .
- 15% released if USGO achieves $250,000,000 market cap within 5 years of grant (VWAP over 5 consecutive trading days) .
- 10% released if USGO share price reaches $25.00 within 6 years of grant .
- Additional 190,500 Restricted Shares deemed released upon filing an SEC Subpart 1300 or NI 43‑101 report showing 3,000,000 additional gold or gold‑equivalent ounces; releases proportional across conditions .
- No new awards under Legacy Plan; 254,000 restricted shares remain unvested as of Apr 30, 2025 .
Other Directorships & Interlocks
| Company | Public Listing | Relationship to USGO | A. Still’s Role |
|---|---|---|---|
| GoldMining Inc. | NYSE American; TSX | 80.2% owner of USGO (10,000,751 shares incl. warrants) | Chief Executive Officer (non‑independent relationship) |
| Gold Royalty Corp. | NYSE | No disclosed ownership link to USGO in proxy | Director of Technical Services |
Expertise & Qualifications
- Structural geology and mine development (Project Director for Cerro Negro; Chief Geologist Porcupine) .
- Corporate development and global M&A (Newmont/Goldcorp; GoldMining) .
- Advanced education and professional memberships (B.Sc. First Class Honours; M.Sc.; P.Eng/P.Geo memberships) .
Equity Ownership
| Component | Amount | Detail |
|---|---|---|
| Common Shares | 68,350 | Direct holdings |
| Warrants | 7,600 | Exercisable/within 60 days |
| Performance‑Based Restricted Shares | 40,000 | Subject to cancellation if conditions not met |
| Stock Options | 5,000 | Vested or vest within 60 days as of record date |
| Total Beneficial Ownership | 120,950 | Less than 1% of 12,474,767 shares outstanding (record date Apr 15, 2025) |
| Section 16(a) Filings | All timely in FY 2024 | Company review of Forms 3,4,5 |
Governance Assessment
- Independence and Board Chair structure: Still serves as Chairman and is not independent due to executive roles at USGO/GoldMining; independent directors meet separately and key committees are fully independent, but non‑independent chair is a governance risk for some investors .
- Interlocks/Conflicts: GoldMining is USGO’s controlling shareholder (80.2%); Still is CEO of GoldMining, creating a significant interlock and potential conflict in related‑party matters and strategic control. Related‑party shared services ($23,877 allocated; $13,675 non‑cash stock comp) and payments to Blender Media ($142,140) tied to a family member of a GoldMining co‑chairman highlight ecosystem transactions subject to Audit Committee oversight .
- Engagement: Perfect attendance at Board (4/4) and Sustainability (2/2) meetings in 2024 indicates strong engagement .
- Compensation alignment: For 2024, Still took $0 cash and received equity (RSUs and options) with short‑term vesting, plus longer‑dated performance‑based restricted shares from Legacy Plan—tilting toward equity alignment but with relatively near‑term vest schedules; clawback and anti‑repricing provisions apply .
- Investor support: Strong re‑election support at 2025 AGM (over 10.7M “For” vs. ~11.6K withhold) provides a positive confidence signal despite independence/interlock concerns .
RED FLAGS
- Non‑independent Board Chair; dual role as CEO of controlling shareholder (GoldMining) .
- Related‑party transactions and shared services, including payments to an entity affiliated with a GoldMining insider’s immediate family; requires continued rigorous Audit Committee oversight .
Mitigants
- Audit and Nominating/Corporate Governance Committees fully independent; independent directors hold regular executive sessions .
- Formal clawback policy and prohibition on option/SAR repricing without shareholder approval .