Aleksandra Bukacheva
About Aleksandra Bukacheva
Aleksandra Bukacheva (age 43) is an independent director at U.S. GoldMining Inc. and serves as Audit Committee Chair; she is designated the Audit Committee Financial Expert under SEC rules . She has been on the board since September 12, 2022 and resides in Colleton, St. Lucy, Barbados . Bukacheva is Chief Investment Officer at Heward Investment Management (Barbados) Inc., Managing Director at ABUK Consulting Corp., holds an MSc from the London School of Economics (2005), a Certificate in Mining Studies from UBC (2016), and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heward Investment Management (Barbados) Inc. | Chief Investment Officer | Current | Resource investment leadership |
| ABUK Consulting Corp. | Managing Director | Current | Resource advisory practice |
| Element 29 Resources Inc. | EVP, Corporate Development | Sep 2018 – Nov 2020 | Corporate development in copper exploration |
| Banks/Brokers incl. BMO Capital Markets | Equity Research Analyst (precious/base metals) | 2010 – 2016 | Sell-side coverage of metals sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Probe Gold Inc. (f/k/a Probe Metals Inc.) | Director | Since Jun 7, 2021 | Current public company directorship |
| Montage Gold Corp. | Independent Director | Sep 7, 2021 – Jun 6, 2024 | Former; stepped down 2024 |
| Battle North Gold Corp. | Independent Director | 2018 – May 2021 | Company acquired by Evolution Mining Limited |
| Gippsland Prospecting Pty. Ltd. | Director | Until Oct 2020 | Company sold to Battery Minerals Limited |
Board Governance
- Independence: Board determined Bukacheva to be independent under Nasdaq, SEC, NI 58-101 and NI 52-110 .
- Committee assignments and chair roles:
- Audit Committee: Chair; members are Bukacheva, Laura Schmidt, Ross Sherlock (all independent) .
- Compensation Committee: Member; committee is Dawson (Chair), Sherlock, Bukacheva (Dawson is not independent) .
- Nominating & Corporate Governance Committee: Member; committee is Schmidt (Chair), Wade, Bukacheva (all independent) .
- Financial Expert: Designated Audit Committee Financial Expert .
- Executive sessions: Four independent director meetings held in FY2024 .
| Attendance (FY2024) | Meetings Attended |
|---|---|
| Board | 4/4 |
| Audit Committee | 4/4 |
| Compensation Committee | 2/2 |
| Nominating & Corporate Governance | 2/2 |
| Independent Directors (executive sessions) | 4/4 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $10,000 (FY2024) | Paid quarterly |
| Committee membership fees | $0 | No committee fees provided |
| Committee chair fees | $0 | No incremental chair compensation disclosed |
| Meeting fees | Not disclosed (none indicated) | — |
Performance Compensation
| Award Type | Grant Date | Quantity | Fair Value | Key Terms |
|---|---|---|---|---|
| RSUs | Dec 20, 2024 | 1,000 (computed: $8,320 / $8.32) | $8.32 per unit | Vests 25% at 3, 6, 9, 12 months from grant |
| Stock Options | Dec 20, 2024 | 10,000 | $32,064 (Black-Scholes $3.2064 per option) | Strike $10.00; vests 25% immediate, then at 6, 12, 18 months; 3-year life assumptions used for valuation |
| Performance Metrics (Director Awards) | Applied to 2024 RSU/Option Grants | Source |
|---|---|---|
| Financial/operational metrics (e.g., Revenue, EBITDA, TSR) | None disclosed; awards time-vested only | RSUs vest by time; options vest by time |
| Company-wide plan allows performance awards and goals (cash flow, EPS, TSR, etc.) | Available under 2023 Incentive Plan but not used for these director grants | Plan-level capabilities |
| Clawback on incentive comp upon restatement | Policy adopted; applies to cash/equity incentive compensation | Governance safeguard |
Other Directorships & Interlocks
| Company | Role | Interlocks/Overlap |
|---|---|---|
| Probe Gold Inc. | Director | No USGO compensation committee interlocks disclosed in FY2024 |
| Montage Gold Corp. | Former Independent Director | — |
| Battle North Gold Corp. | Former Independent Director | — |
| Gippsland Prospecting Pty. Ltd. | Former Director | — |
Expertise & Qualifications
- CFA charterholder; MSc (LSE, 2005); Certificate in Mining Studies (UBC, 2016) .
- Sell-side metals analyst experience (2010–2016) and resource corporate development executive experience (Element 29 Resources, 2018–2020) .
- Designated Audit Committee Financial Expert; financially literate under NI 52-110 and SEC/Nasdaq rules .
Equity Ownership
| Category | Quantity | Notes |
|---|---|---|
| Common shares owned | 1,250 | |
| Vested/near-vest stock options (≤60 days) | 12,500 | |
| Warrants | 1,000 | |
| Total beneficial ownership | 14,750 | |
| Ownership as % of shares outstanding | <1% (12,474,767 shares outstanding at record date) | |
| Hedging/Pledging | Hedging prohibited under insider trading policy; pledging not specified |
Governance Assessment
- Strengths: Independent director with full attendance and deep finance/mining expertise; Audit Chair and SEC-designated financial expert; director pay modest with equity at-risk; clawback policy in place; no option/SAR repricing without stockholder approval .
- Alignment: 2024 director compensation includes $10,000 cash retainer and time-vested RSUs/options; no committee or chair fees—keeps focus on long-term equity alignment .
- Oversight: Audit Committee (chaired by Bukacheva) reviews and approves related-party transactions; policy-based governance over RPTs .
- Context risk: Controlling stockholder GoldMining Inc. owns 80.2%—heightens minority shareholder risk; independent Audit/Nominating committees and executive sessions mitigate but do not eliminate influence .
- Compensation Committee composition: Chair is not independent (Dawson), though Bukacheva and Sherlock are independent—potential governance weakness for pay decisions .
RED FLAGS
- Compensation Committee chaired by a non-independent director (Dawson) despite oversight of executive and director pay .
- High ownership concentration by GoldMining Inc. (80.2% of common) may impact board independence dynamics and minority investor protections .
- Related-party spend with a GoldMining affiliate’s immediate family member’s company (Blender Media) requires vigilant Audit Committee oversight—policy in place .
Insider Reporting
| Item | Status |
|---|---|
| Section 16(a) Forms 3/4/5 (FY2024) | All filed timely per company review; no specific director transactions detailed in proxy |
Notes:
- No director-specific stock ownership guidelines disclosed; no director meeting fees or chair fees disclosed .
- No legal proceedings involving Bukacheva disclosed in the past ten years .