Tim Smith
About Tim Smith
Tim Smith, age 54, is President and Chief Executive Officer of U.S. GoldMining (USGO) and a professional geologist with ~30 years of exploration experience across Australia and Canada. He was appointed CEO on September 12, 2022, and concurrently serves as Vice President, Exploration at GoldMining Inc. . He is designated a “qualified person” (P.Geo.) under NI 43-101 and reviews USGO’s technical disclosures . USGO’s proxy does not disclose TSR, revenue growth or EBITDA growth metrics for his tenure; the company emphasizes early-stage exploration milestones rather than financial performance targets .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Newmont Corporation | Regional Director, Generative Exploration, North America | Jun 2019 – Mar 2022 | Led generative exploration across North America, informing pipeline development . |
| Goldcorp Inc. | Exploration Director | Aug 2016 – Jun 2019 | Senior exploration leadership at a major gold producer . |
| Kaminak Gold Corp. | Vice President, Exploration | Jan 2010 – Jul 2016 | Oversaw exploration strategy and project advancement . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GoldMining Inc. | Vice President, Exploration | Apr 2022 – present | Concurrent role; USGO shared services historically with GoldMining . |
Fixed Compensation
| Component | 2023 | 2023SP (Dec 2023) | 2024 | 2025 Structure |
|---|---|---|---|---|
| Base salary (USD) | $92,531 | $7,756 | $98,728 | C$145,000 base effective Jan 1, 2025 under new employment agreement . |
| Target annual bonus | — | — | — | 100% of base salary; mix of cash, stock options and RSUs, discretionary by Board . |
| Actual cash bonus (USD) | $0 | $0 | $20,000 | Not disclosed. |
Performance Compensation
Cash/Annual Incentive
| Metric | Weighting | Target | Actual (2024) | Payout (2024) | Vesting/Timing |
|---|---|---|---|---|---|
| Annual bonus (discretionary) | Discretionary | 100% of base salary target | Not specified | $20,000 | Annual, discretionary . |
Equity Awards (Time-based RSUs and Options)
| Award type | Grant date | Quantity | Grant-date fair value/Strike | Vesting schedule | Expiration |
|---|---|---|---|---|---|
| RSUs | Dec 20, 2024 | 2,500 | $8.32 per RSU | 25% at 3, 6, 9, 12 months (Mar 20, 2025; Jun 20, 2025; Sep 20, 2025; Dec 20, 2025) | N/A |
| Stock options | Feb 27, 2024 | 18,000 | $10.00 strike; Black-Scholes assumptions disclosed | 25% at grant, then 6, 12, 18 months (Feb 27, 2024; Aug 27, 2024; Feb 27, 2025; Aug 27, 2025) | Feb 27, 2029 |
| Stock options | Dec 20, 2024 | 4,250 | $10.00 strike; Black-Scholes assumptions disclosed | 25% at grant, then 6, 12, 18 months (Dec 20, 2024; Jun 20, 2025; Dec 20, 2025; Jun 20, 2026) | Dec 20, 2029 |
Notes:
- As of Dec 31, 2024, the option awards were out-of-the-money (market $8.61 vs $10.00 strike), implying no in-the-money value then .
Performance-Based Restricted Shares (Legacy Plan, granted Sep 23, 2022)
| Metric/Condition | Weighting of award | Target | Actual status | Payout/Vesting mechanics |
|---|---|---|---|---|
| Whistler camp re-established + ≥10,000m drilling within 3 years | 15% of restricted shares | Operational milestone | Not stated | Vests when achieved; forfeiture if not met in period . |
| Market capitalization ≥ $250,000,000 within 5 years (5-day VWAP basis) | 15% | Market cap threshold | Not stated | Vests when achieved; forfeiture if not met . |
| Share price ≥ $25.00 within 6 years | 10% | Price threshold | Not stated | Vests when achieved; forfeiture if not met . |
| Additional resource disclosure (+3.0 Moz AuEq vs 2022 S-K 1300 TRS/NI 43-101) | Up to 190,500 shares across plan | Technical milestone | Not stated | Immediate release of 190,500 restricted shares upon filing (pro rata across participants) . |
| IPO completion (condition met historically) | Portion satisfied | Completed | 30,000 of 50,000 PBRs vested for Smith as of Apr 30, 2025 | Vested; unrestricted . |
| 2024 vesting event | N/A | N/A | 7,500 PBRs vested on Sep 23, 2024 at $5.69; value realized $42,675 | Shares released . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 88,875 shares (includes: 34,125 common; warrants for 3,500 shares; 20,000 performance-based restricted shares subject to cancellation; and 31,250 options vested or vesting within 60 days) . |
| % of shares outstanding | Less than 1% (based on 12,474,767 shares outstanding at record date) . |
| Vested vs unvested (as of 12/31/2024) | Options vested: 18,000 (Feb 27, 2024 grant) and 4,250 (Dec 20, 2024 grant) . Unvested/evolving: RSUs 2,500 time-vested through Dec 20, 2025 ; 20,000 PBRs subject to performance . |
| Pledging/hedging | Hedging prohibited by insider trading policy; no specific disclosure of pledging policy or pledged shares . |
| Ownership guidelines | Not disclosed . |
| Outstanding securities context | 13,273,195 common shares outstanding (including 254,000 performance-based restricted shares); 279,800 options outstanding at $10; 8,561 RSUs; and 1,740,992 warrants at $13 as of Q3 2025 10-Q . |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | Smith Employment Agreement (US GoldMining Canada Inc.), effective Feb 20, 2025 (replacing Aug 4, 2022 A&R agreement) . |
| Base salary | C$145,000 per annum effective Jan 1, 2025 . |
| Annual bonus | Target 100% of base; mix of cash/options/RSUs at Board discretion; goals to be mutually agreed annually . |
| Benefits | Participation in company benefit plans; expense reimbursement . |
| Termination (notice) | Employee: 30 days’ notice; Company: 60 days’ notice (subject to BC law/common law) . |
| Termination for cause | Immediate termination without notice or pay in lieu under common law standard . |
| Change-of-control economics | Double-trigger: if terminated without cause within 6 months following a change of control, lump sum cash equal to 2x annual base salary plus accrued obligations . |
| Clawback | Clawback policy applies to cash and equity incentive comp for 3 years prior to a restatement; no-fault recovery of overpayments . |
| Hedging/trading windows | Insiders prohibited from hedging (short sales, puts, calls); trading only in prescribed windows . |
| Repricing prohibition | No option/SAR repricing without shareholder approval under 2023 Incentive Plan . |
| Pension/Deferred comp | No pension benefits or nonqualified deferred compensation plans . |
| Perquisites | Standard health benefits (medical, dental, disability) . |
Multi-Year Executive Compensation (USD)
| Metric | 2023 | 2023SP (Dec 2023) | 2024 |
|---|---|---|---|
| Salary | $92,531 | $7,756 | $98,728 |
| Bonus | $0 | $0 | $20,000 |
| Stock-based awards | $0 | $0 | $20,800 (RSUs) |
| Option awards | $0 | $0 | $95,372 |
| Total compensation | $92,531 | $7,756 | $234,900 |
Performance & Track Record (select disclosures)
- Qualified Person and CEO commenting on U.S. inclusion of copper and silver in the 2025 Critical Minerals List; advancing PEA on Whistler and district-scale exploration in Alaska .
- Completion of 2025 exploration program (scout auger drilling across multiple targets), with 2026 diamond drill follow-up planned; assays pending .
- USGO emphasizes Whistler’s multi-metal resource base and strategic proximity to infrastructure; Smith supervised technical disclosures as QP .
Related Party Transactions and Governance Considerations
- Cost sharing with GoldMining: $23,877 allocated in 2024 (treated as capital contribution; no repayment intent); $13,675 of this was non-cash stock-based comp .
- Payments to Blender Media (entity related to GoldMining co-chairman’s family member): $142,140 in 2024 for design/IT/marketing services .
- Audit Committee reviews/approves related-party transactions; insider trading compliance and trading windows enforced .
- Section 16(a) filings by insiders were timely in 2024 per company’s review .
Compensation Structure Analysis
- Mix and leverage: Equity is meaningful via options/RSUs and legacy performance-based restricted shares tied to resource, market cap, price, and operational milestones, aligning with exploration-stage value creation .
- Peer benchmarking: Company states it does not benchmark pay to peers post-IPO, favoring pragmatic, transparent design .
- Risk controls: Double-trigger CoC with 2x base only (no bonus multiple), prohibitions on hedging, anti-repricing, and clawback mitigate shareholder risk .
- Guaranteed vs at-risk: No pensions/deferred comp; bonus discretionary; equity vesting time- and performance-based; no tax gross-ups disclosed .
Vesting Calendar and Potential Selling Pressure Windows
| Instrument | Key upcoming vest dates (subject to trading windows/blackouts) |
|---|---|
| Feb 27, 2024 options (18,000 @ $10) | Feb 27, 2025; Aug 27, 2025 for remaining tranches . |
| Dec 20, 2024 options (4,250 @ $10) | Jun 20, 2025; Dec 20, 2025; Jun 20, 2026 . |
| Dec 20, 2024 RSUs (2,500) | Mar 20, 2025; Jun 20, 2025; Sep 20, 2025; Dec 20, 2025 . |
| 2022 PBRs (20,000 unvested) | Contingent on operational, market cap, share price and resource disclosure milestones; if unmet within stated windows, subject to forfeiture . |
USGO’s insider trading policy limits transactions to prescribed windows and prohibits hedging; no pledging disclosure was provided, reducing some alignment risks yet leaving pledging-policy clarity unknown .
Investment Implications
- Alignment: Smith’s equity package blends time-vested RSUs/options with performance-restricted shares linked to market cap, price and technical milestones, which can align with exploration value catalysts; the lack of peer benchmarking and at-risk design may temper pay inflation risk at this stage .
- Retention risk: Multiple vesting tranches through mid-2026 and performance-contingent PBRs provide retention hooks; severance economics are contained (2x base on double-trigger) .
- Trading signals: Watch vesting dates (noted above) as potential liquidity windows; options were out-of-the-money at YE 2024 ($8.61 vs $10 strike), limiting near-term exercise incentives absent price appreciation, and trades are restricted to windows .
- Governance: Clawback, anti-repricing, and hedging bans are shareholder-friendly; related-party service spending is reviewed by the Audit Committee but remains a governance watchpoint .