Deborah J. Friedman
VISTA GOLDAbout Deborah J. Friedman
Deborah J. Friedman, age 72, is an independent director of Vista Gold Corp. (VGZ) since March 13, 2019. She holds a B.A. in History from the University of Illinois (1974) and a J.D. from the University of Michigan (1977), and brings extensive mining-focused legal, governance, and capital markets expertise to the board . She chairs the Corporate Governance & Nominating Committee and serves on the Audit Committee, with full board meeting attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Davis Graham & Stubbs LLP | Senior of Counsel | Jan 2017 – Jul 2023 | Former head of Corporate Dept.; service on Executive Committee |
| Davis Graham & Stubbs LLP | Partner | Aug 2000 – Dec 2016 | Led mining-related corporate and finance matters |
| Davis Graham & Stubbs LLP | Of Counsel | May 1999 – Aug 2000 | Corporate advisory |
| Apex Silver Mines / Golden Minerals | SVP, General Counsel & Corporate Secretary | Jul 2007 – Dec 2015 | Public company SEC reporting and capital transactions |
| Cyprus Amax Minerals Company | Legal Dept. roles incl. General Counsel | 1982 – 1994 | Corporate and project finance; joint ventures |
| AMAX Gold Inc. | Vice President & General Counsel | 1994 – 1998 | International mine development legal leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Golden Minerals Company | Director | Dec 2021 – Present | Not disclosed in VGZ proxy |
Board Governance
- Independence: Friedman is classified as independent under NI 58-101 and NYSE American rules .
- Committee assignments: Chair, Corporate Governance & Nominating Committee; Member, Audit Committee .
- Meetings and engagement: She attended all board meetings in 2024; independent directors met in executive session 5 times .
- Committee activity: Audit Committee met 4 times; Corporate Governance & Nominating met 5 times in 2024 .
- Elections: 2025 AGM support for Friedman’s re‑election was 93.00% For vs. 7.00% Withheld .
- Diversity disclosure: Women represent 17% of directors (Friedman) and 33% of executive officers (Solly) .
| Governance Item | FY 2024 | Source |
|---|---|---|
| Audit Committee meetings | 4 | |
| Corporate Governance & Nominating meetings | 5 | |
| Board meeting attendance (Friedman) | 100% | |
| Independent director executive sessions | 5 | |
| Independence status (Friedman) | Independent |
Fixed Compensation
| Item | FY 2024 | Source |
|---|---|---|
| Annual Retainer (cash) | $32,000 (director standard) | |
| Chair Fee – Corporate Governance & Nominating | $3,000 | |
| Meeting/Committee fees | None (no additional fees) | |
| Cash retainer policy change | 2023: cash retainer/chair fees cut 30% offset with increased DSUs; 2024 restored to 100% |
| Director-Specific 2024 Compensation | FY 2024 | Source |
|---|---|---|
| Deborah J. Friedman – Annual Retainer | $32,000 | |
| Deborah J. Friedman – Chair Fees | $3,000 | |
| Deborah J. Friedman – DSU Awards (grant-date value) | $44,880 | |
| Deborah J. Friedman – Option Awards | – | |
| Deborah J. Friedman – Total | $79,880 |
Performance Compensation
- Director equity is delivered via DSUs; no performance metrics (TSR/financial KPIs) are disclosed for director DSU awards .
- Settlement mechanics: DSUs settle in payment shares after board separation on elected distribution dates (e.g., separation date, 60 days after, or a later elected date no later than Dec 1 of the following year) .
| Equity Award Mechanics (DSU Plan) | Terms | Source |
|---|---|---|
| Award type | Deferred Share Units (DSUs) | |
| Settlement event | Separation from Board; election options include separation date, 60 days after, or later date within plan limits | |
| Settlement form | Issuance of treasury common shares; no fractional shares | |
| Performance metrics | None specified for director DSUs |
Other Directorships & Interlocks
| Company | Sector | Relationship to VGZ | Notes |
|---|---|---|---|
| Golden Minerals Company | Mining | Same broad industry (gold/minerals) | Active directorship since Dec 2021; committees not disclosed in VGZ proxy |
Monitoring point: Governance & Nominating Committee reviews related‑party transactions, offering a control for potential conflicts and interlocks .
Expertise & Qualifications
- International and domestic mine development legal expertise; corporate and project finance; joint ventures; SEC reporting; public offerings; M&A for multiple publicly traded mining companies across U.S. and Canada .
- Recognized for integrity and high ethical standards under VGZ’s Board Mandate criteria .
- Board skills matrix indicates coverage in mining operations, M&A, accounting/reporting, corporate governance, and risk/strategy among the board; Friedman is highlighted for legal/regulatory and governance strengths .
Equity Ownership
| Beneficial Ownership (as of Mar 10, 2025) | As of Mar 10, 2025 | Source |
|---|---|---|
| Common Shares currently owned | 0 | |
| DSUs (settle into shares upon separation) | 499,000 | |
| Percent of class | <1% | |
| Shares outstanding reference | 124,455,502 |
| Ownership Guidelines & Compliance | FY 2024 | Source |
|---|---|---|
| Director ownership guideline | 3× annual cash retainer | |
| Instruments counted | Common shares, RSUs, DSUs (not options) | |
| Hedging/monetization | Prohibited | |
| Deborah J. Friedman – Required minimum equity holding value | $105,000 | |
| Deborah J. Friedman – Compliance status | Y (compliant) |
Governance Assessment
- Committee leadership and independence: Friedman chairs Governance & Nominating and is an independent member of the Audit Committee, aligning her influence with oversight functions critical to investor confidence .
- Attendance and engagement: 100% board attendance and active committee participation; board committees met regularly, with independent executive sessions held five times—indicators of effective oversight culture .
- Compensation mix: Modest fixed cash retainer and chair fee supplemented by DSUs; absence of meeting fees and options reduces potential for pay-related misalignment; DSU structure supports longer‑term alignment via post‑service share settlement .
- Shareholder support: Strong 2025 AGM vote for re‑election (93.00% For), signaling investor confidence in governance continuity .
- Potential conflicts: Current directorship at Golden Minerals in the same industry warrants monitoring; VGZ’s Governance & Nominating Committee oversight of related‑party transactions mitigates conflict risk .
RED FLAGS to monitor
- Cross‑board interlocks in the mining sector and any emergent related‑party transactions (committee oversight present) .
- Shifts in director compensation structure (e.g., increased guaranteed cash or any introduction of options/meeting fees) given historical adjustments in 2023–2024 .
- Any deviation from ownership policy (hedging/monetization, pledging) or a decline in say‑on‑pay support that could signal alignment issues .