Laura Schmidt
About Laura Schmidt
Laura Schmidt (age 59) is an independent director of U.S. GoldMining Inc., serving since September 12, 2022, and residing in Anchorage, Alaska, United States . She is Chair of the Nominating & Corporate Governance Committee and a member of the Audit and Sustainability Committees, with 100% meeting attendance across Board and her committees in 2024 . Schmidt is a global oil/gas/new energy executive at Shell with 30+ years of worldwide experience (since 1990), currently in GM Supply Chain within Shell’s Integrated Gas and Upstream Directorate; prior senior roles include VP Shell Alaska, VP Safety & Environment (Integrated Gas & New Energies), and VP Audit (Upstream and Projects & Technology) . She holds a B.S. (cum laude) in Mechanical Engineering (Virginia Tech), an M.S. in Environmental Engineering, and a J.D. (magna cum laude, University of Houston); she is a licensed Professional Engineer, U.S. Patent Attorney, and attorney in Colorado and Texas, and completed governance programs at HBS (Corporate Director Certificate), INSEAD, and Stanford Directors College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell (Integrated Gas & Upstream) | GM Supply Chain (current) | 1990–present (Shell tenure) | Senior leadership across global operations |
| Shell Alaska | Vice President | Not disclosed (within Shell tenure) | Senior operating leadership |
| Shell Integrated Gas & New Energies | VP Safety & Environment | Not disclosed | Safety and environmental leadership |
| Shell Upstream and Projects & Technology | VP Audit | Not disclosed | Audit oversight across directorates |
| Engineering and Operations (Shell) | Engineering/operations positions | Not disclosed | Technical/operational execution |
External Roles
- No current or prior public company directorships disclosed for Schmidt in the proxy .
Board Governance
- Independence: The Board determined Schmidt is independent under Nasdaq, SEC (including Rule 10A‑3(b)(1)), NI 58‑101, and NI 52‑110 .
- Committee assignments: Audit (member), Nominating & Corporate Governance (Chair), Sustainability (member) .
- Attendance (FY2024): 4/4 Board; 4/4 Audit; 2/2 Nominating & Corporate Governance; 2/2 Sustainability; participated in 4/4 independent director sessions .
- Independent director sessions: Four meetings held in 2024 .
Attendance detail (FY2024):
| Name | Board | Audit | Nominating & Corporate Governance | Sustainability |
|---|---|---|---|---|
| Laura Schmidt | 4/4 | 4/4 | 2/2 | 2/2 |
Fixed Compensation
- Annual cash retainer for directors: $10,000; paid quarterly; no committee fees or meeting fees .
Director compensation (FY2024):
| Component | Amount/Terms |
|---|---|
| Cash retainer | $10,000 |
| Committee fees | None |
| Meeting fees | None disclosed |
Schmidt’s FY2024 reported director compensation:
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $10,000 |
| Stock-Based Awards (RSUs, grant-date fair value) | $8,320 |
| Option Awards (grant-date fair value) | $32,064 |
| Total | $50,384 |
Performance Compensation
- Equity mix and terms:
- RSUs granted 12/20/2024; grant-date fair value $8.32 per unit; 25% vests at 3, 6, 9, and 12 months from grant .
- Options granted 12/20/2024: 10,000 options to purchase common stock; exercise price $10.00; vesting 25% immediately and at 6, 12, and 18 months; Black‑Scholes inputs disclosed (risk‑free 4.32%, vol 55.45%, 3‑year life) .
- Performance metrics: No performance‑conditioned director equity disclosed; RSUs and options are time‑based .
Equity grant specifics (Schmidt, 12/20/2024):
| Grant Type | Quantity | Price/Value | Vesting |
|---|---|---|---|
| RSUs | 1,000 units (implied: $8,320 ÷ $8.32) | $8.32 per RSU; $8,320 total | 25% at 3, 6, 9, 12 months |
| Stock Options | 10,000 | $10.00 strike; grant-date FV $3.2064/option | 25% immediate; then 6, 12, 18 months |
Other Directorships & Interlocks
- Other public company boards (current/prior): None disclosed for Schmidt .
- Compensation Committee interlocks (FY2024): None .
Expertise & Qualifications
- Degrees/certifications: B.S. Mechanical Engineering (cum laude), M.S. Environmental Engineering, J.D. (magna cum laude); Licensed P.E., U.S. Patent Attorney, attorney (CO & TX) .
- Governance training: HBS Corporate Director Certificate; INSEAD International Directors Program; Stanford Directors College .
- Domain expertise: Global energy supply chain; safety and environmental leadership; audit and assurance; operations in complex industrial settings .
Equity Ownership
Beneficial ownership (as of record date April 15, 2025):
| Holder | Total Beneficial Ownership | % of Outstanding | Breakdown/Footnotes |
|---|---|---|---|
| Laura Schmidt | 13,133 shares (beneficial) | <1% | Includes (i) 633 shares of Common Stock and (ii) stock options to purchase up to 12,500 shares exercisable within 60 days of the proxy date . |
Company-wide trading policies:
- Hedging prohibited (e.g., short sales, puts/calls) under Code of Conduct and insider trading policy; trades permitted only in prescribed windows .
- Clawback policy covers incentive compensation upon restatement; 3-year lookback; not fault-based .
- 2023 Incentive Plan includes recoupment for restatements; option/SAR repricing prohibited without stockholder approval .
Say-on-Pay & Shareholder Feedback
- 2025 AGM agenda and results: Directors and auditor ratification only; no say‑on‑pay item .
- Director election support (Laura Schmidt): For 10,722,275; Withhold 8,076; Broker non‑votes 630,209 .
- Auditor ratification: For 11,351,601; Against 8,059; Abstain 900 .
Director election (2025 AGM):
| Nominee | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Laura Schmidt | 10,722,275 | 8,076 | 630,209 |
Related Party Transactions (Conflicts Check)
- The company disclosed related party transactions in 2024 (e.g., shared services with GoldMining; IT/branding services with Blender Media Inc., $142,140), but none are attributed to Laura Schmidt personally .
- Audit Committee reviews and approves related party transactions per charter .
Risk Indicators & Legal/Compliance
- Legal proceedings: No directors or officers (including Schmidt) reported convictions, pending criminal proceedings, or relevant civil judgments in past 10 years; no bankruptcy involvement as described .
- Section 16 compliance: All Forms 3, 4, and 5 were timely filed in FY2024 .
- Hedging prohibited; repricing of options/SARs prohibited without stockholder approval .
Compensation Committee Overview (for context)
- Composition: Garnet Dawson (Chair), Ross Sherlock (independent), Aleksandra Bukacheva (independent) .
- Duties include director and executive compensation oversight; charter available on company website; no specific consultant named in the proxy .
Governance Assessment
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Strengths:
- Independent director with strong safety, environmental, audit, and supply chain credentials; governance training at top institutions .
- Clear independence; 100% attendance; chairs Nominating & Governance; serves on Audit and Sustainability—high engagement across key oversight forums .
- Investor alignment: modest cash retainer with equity awards; hedging prohibited; clawback and anti‑repricing protections are in place .
- Strong shareholder support: low withhold votes at the 2025 AGM .
-
Watch items:
- Ownership is small in absolute terms (<1% beneficial ownership), typical for a small-cap director but worth monitoring for alignment as grants vest/exercise .
- Company-level related party transactions exist (with parent/affiliates), though none involve Schmidt; continued Audit Committee oversight remains important .
- No explicit director stock ownership guidelines disclosed; hedging is prohibited but pledging policy not specified in proxy (no pledging reference found).
-
No RED FLAGS identified specific to Laura Schmidt from filings reviewed (no conflicts, no attendance issues, no legal proceedings) .