Ross Sherlock
About Ross Sherlock
Dr. Ross Sherlock, age 61, is an independent director of U.S. GoldMining Inc. (USGO) since September 12, 2022, residing in Sudbury, Ontario, Canada . He is a professional geologist with 35+ years of mining and academic experience; education includes BSc (Honors) McMaster, MSc Lakehead, PhD University of Waterloo, and a post-doctoral fellowship at UBC’s Mineral Deposits Research Unit; he is a member of Professional Engineers and Geoscientists British Columbia and Professional Geoscientists Ontario . He serves on the Audit Committee and Compensation Committee and is considered independent under Nasdaq, SEC, NI 58-101, and NI 52-110 standards; he was fully compliant with 2024 attendance (Board 4/4; Audit 4/4; Compensation 2/2; Independent sessions 4/4) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laurentian University (Harquail School of Earth Sciences) | Full Professor and Research Chair in Exploration Targeting; Director, MERC & Metal Earth | 2017–present | Leads exploration targeting research and Metal Earth program |
| Kinross Gold Corp. | Vice President, Geoscience | 2015–2016 | Senior technical leadership in geoscience |
| Gold Fields | Exploration Manager, North America | 2008–2015 | Led regional exploration |
| Miramar Mining/Newmont Mining | Project Manager; Senior Geologist | 2004–2008 | Project management and senior geology roles |
| Geological Survey of Canada | Research Geoscientist | Prior role | Government research experience |
| SRK Consulting Engineers | Senior Geologist | Prior role | Consulting geology experience |
External Roles
| Organization | Role | Tenure Start | Type | Notes |
|---|---|---|---|---|
| Gold Candle Ltd. | Director | Dec 2020 | Private exploration company | Abitibi-region exploration; board role |
| Greenheart Gold Inc. | Technical Advisory Board Member | Current | Private | Technical advisory capacity |
Board Governance
- Independence: Determined independent by the Board; Audit and Compensation committees composed of independent directors (Audit: Bukacheva (Chair), Schmidt, Sherlock; Compensation: Dawson (Chair), Sherlock, Bukacheva) .
- Board leadership: Separate Chair and CEO; four independent director meetings held in FY2024 .
- Attendance (FY2024): Board 4/4; Audit 4/4; Compensation 2/2; Independent director sessions 4/4 .
Attendance Detail (FY2024)
| Category | Meetings Attended |
|---|---|
| Board | 4/4 |
| Audit Committee | 4/4 |
| Compensation Committee | 2/2 |
| Independent Directors’ sessions | 4/4 |
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Annual cash retainer | $10,000 |
| Committee fees | None (no committee fees provided) |
| Meeting fees | None disclosed |
Performance Compensation
| Grant | Grant Date | Quantity | Unit Fair Value | Total Fair Value | Strike | Vesting Schedule |
|---|---|---|---|---|---|---|
| RSUs | Dec 20, 2024 | 1,000 | $8.32 per unit | $8,320 | n/a | 25% on each 3, 6, 9, 12-month anniversary |
| Stock Options | Dec 20, 2024 | 10,000 | $3.2064 per option (Black-Scholes) | $32,064 | $10.00 | 25% immediate; 25% at 6, 12, 18 months |
- No performance metrics tied to director compensation were disclosed; director equity awards (RSUs and options) are time-based under the 2023 Incentive Plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| U.S. GoldMining Inc. | Director | Audit Committee (Member); Compensation Committee (Member) | Independent director; not a chair |
| Other public boards | None disclosed | — | No current public company directorships disclosed |
- Control/Interlocks context: GoldMining Inc. owns ~80.2% of USGO; USGO’s Chair (Alastair Still) is CEO of GoldMining and Garnet Dawson is former GoldMining CEO/director, indicating controlling shareholder influence and potential information flow across entities, mitigated by independent committees .
Expertise & Qualifications
- Technical: Exploration targeting, geoscience leadership; Director of MERC and Metal Earth .
- Education: BSc (Honors) McMaster; MSc Lakehead; PhD University of Waterloo; Post-Doc UBC MDRU .
- Professional affiliations: Engineers & Geoscientists BC; Professional Geoscientists Ontario .
- Financial literacy: Audit Committee members, including Sherlock, are financially literate under SEC/Nasdaq and NI 52-110; audit committee financial expert designation is held by A. Bukacheva (not Sherlock) .
Equity Ownership
| As of | Shares Owned (Common) | Options (exercisable within 60 days) | RSUs/Other | Percent of Class |
|---|---|---|---|---|
| Record Date (Apr 15, 2025) | 250 | 12,500 | — | <1% |
- Insider trades (Form 4) show RSU vesting and conversion to common stock in 2025 (current ownership more up-to-date than proxy):
- 2025-03-20: RSUs M-Exempt (250, disposition), Common Stock M-Exempt (250, acquisition); post-transaction ownership 250 shares .
- 2025-06-20: RSUs M-Exempt (250, disposition), Common Stock M-Exempt (250, acquisition); post-transaction ownership 500 shares .
- 2025-09-20/22: RSUs M-Exempt (250, disposition), Common Stock M-Exempt (250, acquisition); post-transaction ownership 750 shares .
- 2024-12-20 awards: Options 10,000 at $10 strike; RSUs 1,000 granted .
Insider Trades (Detail)
- Hedging/pledging: The Code of Conduct and insider trading policy prohibit hedging transactions (short sales, puts, calls); no share pledging was disclosed .
Governance Assessment
- Strengths:
- Independence and engagement: Full 2024 meeting attendance; independent status; serves on Audit and Compensation committees; audit committee independence affirmed .
- Alignment: Modest cash retainer ($10k) with equity grants (options and RSUs) vesting over time; ongoing RSU conversions to common stock increase direct ownership (currently 750 shares as of Sept 2025) .
- Controls: Company adopted a clawback policy covering cash and equity incentives; 2023 Incentive Plan prohibits option/SAR repricing without shareholder approval; Audit Committee oversees related party transactions .
- Considerations/RED FLAGS:
- Controlled company influence: GoldMining owns ~80.2% of USGO; Chair and a committee chair have deep ties to GoldMining, elevating potential influence risk despite independent committee structures .
- Board documentation: No written mandate for the Chair or committee chairs; could reduce formalization of oversight expectations .
- Ownership guidelines: No director stock ownership guidelines disclosed; alignment depends on discretionary equity grants rather than policy requirements .
- Related-party exposure: 2024 services paid to Blender Media (family member of GoldMining co-chair) highlight the importance of robust Audit Committee review (policy states Audit Committee reviews related party transactions) .
Overall, Sherlock’s independent status, full attendance, and committee roles support board effectiveness. The controlling shareholder and interlocks warrant continued monitoring of conflicts, but mitigants include independent committees, a clawback policy, no option repricing, and a prohibition on hedging .