Garnet Dawson
About Garnet Dawson
Garnet Dawson (age 67) is a professional geologist with 40 years of global exploration and mining experience, serving on USGO’s board since September 12, 2022 and residing in Vancouver, BC. He holds a B.Sc. in Geology (University of Manitoba) and an M.Sc. in Economic Geology (University of British Columbia) and is a registered Professional Geologist in British Columbia; he previously served as President of USGO (2015–Sep 12, 2022) and CEO of GoldMining (2014–Apr 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. GoldMining Inc. | President | 2015 – Sep 12, 2022 | Led pre-IPO period; transitioned to independent board role |
| GoldMining Inc. | Chief Executive Officer | 2014 – Apr 2021 | Operational/strategic leadership of controlling shareholder |
| GoldMining Inc. | Director | 2018 – Jan 2025 | Board oversight; interlock with USGO’s controlling shareholder |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Freegold Ventures Limited (TSX) | Director | Since 2011 | Public company directorship |
| Spanish Mountain Gold Ltd. | Director | Since Oct 2022 | Public company directorship |
Board Governance
- Independence: Not independent under Nasdaq, SEC Rule 10A-3(b)(1), NI 58-101 and NI 52-110 due to prior/current executive positions with USGO/GoldMining .
- Committee assignments: Chair, Compensation Committee; member composition includes two independent directors (Bukacheva, Sherlock) and Dawson (non-independent) .
- Attendance FY2024: Board 4/4; Compensation Committee 2/2; no Audit/Nominating/Sustainability assignments recorded .
- Engagement: Independent directors met in executive session four times in FY2024; audit and nominating committees are fully independent .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $10,000 | None | None | $10,000 |
| 2023 | $6,033 | None | None | $6,033 |
Performance Compensation
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Key Terms |
|---|---|---|---|---|---|
| Stock Options | Dec 20, 2024 | 10,000 | $32,064 (Black-Scholes) | 25% immediate; 25% at 6, 12, 18 months | $10.00 strike; exp. Dec 20, 2029; risk-free 4.32%; vol 55.45%; life 3 yrs |
| RSUs | Dec 20, 2024 | Not stated (value $8,320) | $8.32 per unit | 25% at 3, 6, 9, 12 months | Time-based vesting only |
| Legacy Performance-Based Restricted Shares | Sep 23, 2022 (plan amended May 4, 2023) | 8,000 unvested for Dawson | $0.1380 grant FV per share (plan-level) | Performance-based vesting | Metrics below |
Performance Metrics (Legacy Incentive Plan)
| Metric | Condition | Deadline | Status/Notes |
|---|---|---|---|
| Drilling/Project | Re-establish Whistler Project camp and ≥10,000m drilling | 3 years from grant | Required for 15% tranche |
| Market Capitalization | Achieve ≥$250M market cap (VWAP over 5 consecutive trading days) | 5 years from grant | 15% tranche; meeting both market cap and $25 price accelerates vesting of all remaining |
| Share Price | Achieve $25.00 share price | 6 years from grant | 10% tranche |
| Acceleration Provision | If both market cap ($250M) and share price ($25) met, remaining vest in full | N/A | Adopted in 2023 modification |
| Resource Addition | File SK 1300/NI 43-101 showing +3M gold-equivalent ounces | N/A | 190,500 shares release; proportional reduction of remaining conditions |
In FY2024 directors received time-based RSUs and options; no director committee chair fees are paid, emphasizing a low-cash, equity-linked director pay mix .
Other Directorships & Interlocks
- USGO controlling shareholder GoldMining Inc. owns ~80.2% of USGO; Dawson served as GoldMining CEO and director (2014–2021; 2018–Jan 2025), creating governance interlocks and potential influence channels .
- Audit Committee oversees related party transactions; disclosed services with Blender Media Inc., controlled by a family member of GoldMining’s co-chairman/director; $142,140 paid in FY2024 for branding/IT/media, under Audit Committee review .
Expertise & Qualifications
- 40 years in exploration/mining across the Americas, Europe, Africa, China; executive roles at Brazilian Gold and EuroZinc Mining Corporation; registered P.Geo in BC .
- Academic credentials: B.Sc. (Geology) University of Manitoba; M.Sc. (Economic Geology) University of British Columbia .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Components |
|---|---|---|---|
| Garnet Dawson | 22,750 shares | <1% | 12,250 Common; 8,000 Performance-Based Restricted Shares; 2,500 options vesting within 60 days |
Governance Assessment
- Independence risk: Dawson is classified as not independent due to prior/current executive ties with USGO/GoldMining; combined with GoldMining’s ~80% control, this is a structural governance red flag for minority investors .
- Compensation oversight: As Compensation Committee Chair, Dawson leads CEO/NEO compensation reviews; the committee has a majority of independent members and a charter prohibiting option/SAR repricing without shareholder approval, and there is an established clawback policy—positive signals for pay discipline .
- Attendance/engagement: 100% attendance at board and compensation meetings in FY2024 indicates strong meeting engagement .
- Pay mix trend: Director cash retainer remained modest ($10,000), with introduction of RSUs and options in 2024 (no option awards recorded for Dawson in 2023), increasing equity alignment versus prior year; RSUs/Options have standardized time-based vesting, while legacy awards remain performance-contingent .
- Related-party exposure: Blender Media payments tied to GoldMining leadership’s family member and shared personnel/cost allocations with GoldMining highlight ongoing related-party oversight requirements; Audit Committee reviews such transactions, partially mitigating risk .
- Insider conduct/compliance: Section 16(a) reporting was timely in FY2024; trading policies prohibit hedging transactions (short sales, puts/calls) and restrict trading to windows—supportive of alignment and compliance .
- Executive sessions: Regular independent director sessions (four in FY2024) provide a forum for candid oversight without non-independent directors—positive for board effectiveness .
Red Flags
- Not independent; prior executive roles and ongoing ties to controlling shareholder (GoldMining) .
- Related-party transactions with an entity controlled by a family member of GoldMining’s leadership; ongoing shared services/cost allocations with GoldMining .
- Concentrated control by GoldMining (~80%) may dilute minority influence on board composition and compensation decisions led by a non-independent chair of Compensation Committee .
Mitigating Factors
- Compensation Committee majority independent; explicit no-repricing clause; clawback policy; independent-only audit and nominating committees .
- Full attendance and structured independent director meetings .