Lisa Wade
About Lisa Wade
Lisa Wade (age 52) is an independent director of U.S. GoldMining Inc. (USGO) since September 12, 2022. She is an environmental engineer with 28+ years of mining-sector experience; she holds B.S. and M.S. degrees in Environmental Engineering from Montana Tech. She chairs the Sustainability Committee and serves on the Nominating & Corporate Governance Committee; her 2024 attendance was 100% across Board and committee meetings. Residence: Kila, MT.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldcorp Inc. | Vice President, Environmental, Reclamation & Closure; prior senior environmental roles | 2005–2019 | Led global environmental strategies and closure planning initiatives |
| Multiple mining companies | Leadership across environmental engineering, community relations, permitting, and executive management | n/a | Broad ESG, permitting and sustainability execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liberty Gold Corp. (TSX) | Director | Jan 25, 2023 – Present | Current public company directorship |
| Gold Standard Ventures Corp. (NYSE/TSX) | Director | Jun 2021 – Aug 2022 | Company acquired by Orla Mining in Aug 2022 |
Board Governance
- Independence: The Board determined Lisa Wade is independent under Nasdaq, SEC Rule 10A-3(b)(1), NI 58-101 and NI 52-110. Four of six USGO directors are independent.
- Committee assignments (current): Sustainability Committee (Chair); Nominating & Corporate Governance Committee (Member).
- Attendance (FY2024): Board 4/4; Nominating & Corporate Governance 2/2; Sustainability 2/2; independent director sessions 4 in FY2024.
- Board structure: Chair and CEO roles are separated; independent directors meet without management.
- Related-party oversight: Audit Committee reviews and approves related party transactions; charters posted on company website.
- Trading and hedging: Company prohibits directors and employees from hedging transactions (e.g., shorts, puts/calls).
Fixed Compensation
| Component (Director Pay) | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $6,033 [pro-rated in 2023] | $10,000 | Paid quarterly; no committee fees |
| Committee fees | $0 | $0 | No additional fees |
Performance Compensation
| Equity Award | Grant Date | Units/Terms | Fair Value/Assumptions | Vesting |
|---|---|---|---|---|
| Stock Options | May 4, 2023 | 10,000 options @ $10.00 | Black-Scholes value $4.1803; risk-free 3.47%; vol 61.34%; 3-yr life | 25% at grant; 25% at 6, 12, 18 months |
| Stock Options | Dec 20, 2024 | 10,000 options @ $10.00 | Black-Scholes value $3.2064; risk-free 4.32%; vol 55.45%; 3-yr life | 25% at grant; 25% at 6, 12, 18 months |
| RSUs | Dec 20, 2024 | Amount embedded in value below | Grant-date FV per unit $8.32 | 25% at 3, 6, 9, 12 months |
| Director Compensation Detail (Lisa Wade) | FY2023 | FY2024 |
|---|---|---|
| Fees Earned (Cash) | $6,033 | $10,000 |
| Stock-Based Awards (RSUs) | $0 | $8,320 |
| Option Awards (FV) | $41,803 | $32,064 |
| Total | $47,836 | $50,384 |
Notes and implications:
- Mix shift: Introduction of time-vested RSUs in 2024 ($8.3k) and lower option grant value year-over-year; cash retainer increased to $10k. This tilts slightly toward lower-risk equity (RSUs) while retaining option-based upside alignment.
- Plan performance metrics: While Lisa’s 2024 RSUs are time-based, USGO’s 2023 Incentive Plan permits performance awards tied to financial and operational metrics (e.g., revenue, EBITDA, EPS, cash flow, TSR) at the committee’s discretion. No director-specific performance metrics were disclosed for Lisa’s awards.
Other Directorships & Interlocks
- Current public board: Liberty Gold Corp. (TSX) Director. No USGO-disclosed committee roles at Liberty.
- Prior public board: Gold Standard Ventures (NYSE/TSX) Director until Aug 2022 (acquired).
- Compensation Committee interlocks: None reported company-wide in FY2024.
- Potential interlocks/conflicts: USGO has a controlling shareholder (GoldMining Inc., ~80.2% ownership as of Apr 15, 2025) and disclosed related-party service arrangements with a firm tied to a GoldMining family member; no Lisa Wade-specific related-party transactions were disclosed.
Expertise & Qualifications
- Technical: Environmental engineering, reclamation/closure, ESG strategy, permitting.
- Education: B.S. and M.S. in Environmental Engineering (Montana Tech).
- Board qualifications: ESG and sustainability leadership with global mining operators; chairs USGO’s Sustainability Committee.
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 12,750 | <1% of outstanding shares |
| Common shares (direct) | 250 | Included in total |
| Options (vested or vesting within 60 days) | Up to 12,500 | Included in beneficial ownership per SEC rules |
| RSUs | Not specified in ownership table | 12/20/24 grant vests over 12 months; not expressly enumerated in ownership table |
| Shares outstanding (record date) | 12,474,767 | Record date: Apr 15, 2025 |
Policies:
- Hedging/derivatives: Prohibited for directors under the company’s insider trading policy. No pledging or hedging by Lisa Wade disclosed.
Say-on-Pay & Shareholder Feedback
| Item | 2024 Result | 2025 Result | Implication |
|---|---|---|---|
| Director elections (Lisa Wade) | For 10,670,116; Withhold 11,043; Broker non-votes 458,476 | For 10,727,000; Withhold 3,351; Broker non-votes 630,209 | Very strong re-election support two years running |
| Auditor ratification | For 11,133,525; Against 3,936; Abstain 2,174 | For 11,351,601; Against 8,059; Abstain 900 | Strong support |
| Say-on-Pay (NEO) | For 10,603,753; Against 22,845; Abstain 54,561; Broker non-votes 458,476 | Not on ballot | High approval of pay program |
| Say-on-Frequency | 1 Year: 10,117,309; 2 Years: 29,567; 3 Years: 479,723; Abstain 54,560; Broker non-votes 458,476 | Not on ballot | Shareholders favored annual SOP |
Related-Party Transactions (Context)
- 2024 allocations from GoldMining (shared services) to USGO: $23,877 (treated as capital contribution).
- 2024 payments to Blender Media (controlled by family member of GoldMining co-chair): $142,140 for IT, branding, media, and web services. Approved under Audit Committee oversight process.
Governance Assessment
Key positives
- Independence and attendance: Independent director; 100% attendance across Board and committees in FY2024; strong re-election support (~99.97% for in 2025).
- Relevant expertise: Deep ESG/closure and permitting expertise; chairs Sustainability Committee—highly relevant for an early-stage mining issuer.
- Pay alignment: Director pay modest in cash ($10k) with equity grants; options provide upside alignment; RSUs add retention and lower-risk equity mix.
Watch items / potential red flags
- Controlling shareholder: GoldMining Inc. owns ~80.2% of USGO; while a majority of directors are independent, concentrated control can affect minority investor influence. Not specific to Wade but a governance context risk.
- Related-party exposure: Services procured from an entity tied to a GoldMining family member; no Lisa Wade involvement disclosed, but it underscores the importance of rigorous Audit Committee oversight.
- Equity mix shift: Addition of time-vested RSUs to directors in 2024 slightly lowers performance sensitivity versus options; appropriate at small cap but should be monitored for balance.
No director-specific adverse disclosures
- No legal proceedings, SEC investigations, pledging/hedging, loans, or related-party transactions disclosed for Lisa Wade personally.
Overall implication
- Lisa Wade is a technically strong, active, and independent director whose ESG skillset aligns with USGO’s needs; shareholder support is strong. Key governance risk stems from the company’s control structure and related-party context (not Wade-specific), warranting continued oversight focus by the independent committees.