Tyler Wong
About Tyler Wong
Tyler Wong, age 40, is Chief Financial Officer, Treasurer and Secretary of U.S. GoldMining Inc. (USGO). He was appointed Interim CFO on April 11, 2023 and became CFO on December 20, 2024; his employment agreement was updated on February 20, 2025, with base salary set at C$72,500 effective January 1, 2025 . Wong is a Chartered Accountant (CPA) with US GAAP/GAAS accreditation and a Bachelor of Commerce from the University of British Columbia; he has extensive finance and controllership experience across mining and royalty companies . No explicit TSR, revenue, EBITDA or ESG formulaic metrics are tied to his compensation; bonuses are discretionary and equity awards are time‑vested, indicating limited pay‑for‑performance linkages disclosed for his role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GoldMining Inc. | Corporate Controller | June 2019 – May 2024 | Led financial reporting and controls for a multi-asset mining firm |
| Gold Royalty Corp. | Corporate Controller | June 2020 – June 2021 | Royalty portfolio financial reporting and accounting oversight |
| Uranium Royalty Corp. | Corporate Controller | June 2019 – October 2020 | Established reporting processes at a uranium royalty company |
| King & Bay West Management Corp. | Corporate Controller | June 2017 – June 2019 | Corporate finance and accounting management |
| Deloitte (Vancouver) | Senior Accountant | October 2014 – June 2017 | Audit work; internal accreditation in US GAAP and US GAAS |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GoldMining Inc. | Director of Finance | May 2024 – Present | Finance leadership supporting parent’s portfolio and reporting |
Fixed Compensation
| Metric (USD unless noted) | 2023 | 2023SP (Dec 1–31, 2023) | 2024 |
|---|---|---|---|
| Base Salary (USD) | $25,909 | $3,723 | $46,020 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid (USD) | — | — | $10,000 |
| Contracted Base Salary (C$) | C$60,000 (Original Agreement) | C$60,000 | C$72,500 effective Jan 1, 2025 |
Performance Compensation
RSUs
| Grant Date | Units Granted | Grant-date Fair Value per Share | Vesting Schedule | Vesting Value Basis |
|---|---|---|---|---|
| Dec 20, 2024 | 1,000 | $8.32 | 25% on the 3, 6, 9, and 12-month anniversaries of grant | $8.61 closing price at 12/31/2024 used for valuation in tables |
- RSUs outstanding and not vested (as of 12/31/2024): 1,000 units; market/payout value $8,610 based on $8.61/share .
Stock Options
| Grant Date | Options (#) | Strike | Expiration | Vesting Schedule | Status Note (as of 12/31/2024) |
|---|---|---|---|---|---|
| May 4, 2023 | 8,000 | $10.00 | May 4, 2028 | 25% immediately; 25% at 6, 12, 18 months | “Options to purchase up to an aggregate of 8,000 shares … have vested” |
| Feb 27, 2024 | 8,500 | $10.00 | Feb 27, 2029 | 25% immediately; 25% at 6, 12, 18 months | “Options … up to an aggregate of 8,500 shares … have vested” |
| Dec 20, 2024 | 1,250 | $10.00 | Dec 20, 2029 | 25% immediately; 25% at 6, 12, 18 months | “Options … up to an aggregate of 1,250 shares … have vested” |
- Valuation methodology: Black-Scholes assumptions disclosed for 2023, Feb 2024, and Dec 2024 grants (risk-free rate, volatility, life, dividend yield; per-share values) .
- In-the-money option values were not disclosed in the outstanding awards table for Wong (cells shown as “–”) .
Annual Mix and Observations
- 2024 compensation included salary ($46,020), discretionary bonus ($10,000), RSUs ($8,320 grant-date fair value), and options ($35,329 grant-date fair value) .
- Executive program elements: salaries, discretionary bonuses, and long-term equity incentives, with no formal PSU program or quantitative weighting targets; equity grants used to promote retention via time-based vesting .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 22,250; percent of class “*” (less than 1%) |
| Shares Outstanding (Record Date) | 12,474,767 |
| RSUs Not Vested | 1,000 units; $8,610 market/payout value at $8.61/share |
| Options Outstanding | 8,000 (2023) + 8,500 (Feb 2024) + 1,250 (Dec 2024) |
| Pledged Shares | Not disclosed |
| Ownership Guidelines | Not disclosed |
| Parent Ownership Concentration | GoldMining Inc. holds 10,000,751 shares (80.2% of class) |
Note: Beneficial ownership computations deem options and RSUs currently exercisable or exercisable within 60 days as outstanding for the holder .
Employment Terms
| Term | Details |
|---|---|
| Original Agreement | Effective May 1, 2023; base salary C$60,000; paid C$40,000 for services Dec 1, 2022–Apr 1, 2023; one-time signing bonus C$15,000 (appointed Interim CFO Apr 11, 2023) |
| Wong Employment Agreement | Entered Feb 20, 2025; employs CFO as of Apr 11, 2023; replaces Original Agreement; base salary C$72,500 effective Jan 1, 2025 |
| Benefits/Expenses | Eligible for benefit plans as determined by Board/Comp Committee; business expense reimbursement |
| Termination Notice | 30 days’ notice by Wong; 60 days’ notice by USGOLD Canada; for cause termination at common law without notice |
| Severance/CoC | No severance multiples or CoC protections disclosed for Wong; (CoC terms provided for CEO only) |
| Non-compete/Non-solicit | Not disclosed |
Governance and Certifications
- CFO Certifications: Wong signed SOX 302 and 906 certifications for FY2024 10-K (Mar 27, 2025) and for Q1 and Q3 2025 10-Qs, attesting to controls and fair presentation (principal financial and accounting officer) .
- Compensation Committee: Garnet Dawson, Ross Sherlock, Aleksandra Bukacheva; report included; no interlocks and no insider participation disclosed in 2024 .
Compensation Trend (Multi-year)
| Metric (USD) | 2023 | 2023SP (Dec 1–31, 2023) | 2024 |
|---|---|---|---|
| Salary | $25,909 | $3,723 | $46,020 |
| Bonus | — | — | $10,000 |
| Stock-based Awards (RSUs) | — | — | $8,320 |
| Option-based Awards | $33,443 | — | $35,329 |
| All Other Compensation | $40,713 (services and signing bonus) | — | — |
| Total Compensation | $100,065 | $3,723 | $99,669 |
Vesting Schedules and Potential Selling Pressure
- RSUs granted Dec 20, 2024 vest 25% at 3/6/9/12 months; with 1,000 units, this implies four tranches of 250 units each through the first year post-grant, potentially creating small periodic supply if sold upon vesting .
- Options vest in four tranches over ~18 months (immediate + 6/12/18 months), with expirations in 2028 and 2029; strike price is $10, linking exercise incentives to sustained price appreciation above $10 .
Risk Indicators & Red Flags
- Discretionary bonuses (absence of quantitative performance metrics) may reduce pay-for-performance alignment for the CFO role .
- No severance or CoC protections disclosed for Wong; could increase retention risk if market volatility or corporate events occur .
- No pledging, hedging, clawback, tax gross-up, or ownership guideline disclosures specific to Wong; information gaps limit governance risk assessment .
Investment Implications
- Alignment: Wong’s equity exposure is modest (22,250 shares beneficially; <1% ownership) with time-vested RSUs and options struck at $10; near-term RSU vesting is small and unlikely to create material selling pressure .
- Incentives: Compensation relies on discretionary cash bonuses and time-based equity without explicit financial metric targets, limiting incentive linkage to TSR/revenue/EBITDA outcomes; this suggests retention-oriented design more than performance-tied pay .
- Governance: High parent concentration (GoldMining 80.2%) centralizes control and may overshadow individual executive equity alignment; CFO certifications indicate active stewardship of controls and reporting, reducing execution risk around financial disclosures .
- Watch items: Monitor Form 4 filings for any RSU settlement-related sales or option exercises around vest tranches; any future disclosures of severance/CoC, clawbacks, or ownership guidelines would materially inform retention and alignment.