John M. Clark
VISTA GOLDAbout John M. Clark
John M. Clark, age 69, is an independent director of Vista Gold Corp. (VGZ) based in Toronto, Ontario, Canada. He holds a B.Com. (1977) and a Higher Diploma in Accountancy (1979) from the University of Witwatersrand and is a Chartered Professional Accountant (CPA, CA). He has served on VGZ’s Board since May 18, 2001, is Chair of the Compensation Committee, and sits on the Audit Committee and the Corporate Governance & Nominating Committee; he is also Chair of the corporate governance committee at Russel Metals Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alberta Clipper Energy Inc. | Director | 2004–2009 | — |
| Polaris Geothermal Inc. | Director | 2004–2009 | — |
| APIC Petroleum Corporation | Director | 2010–2015 | — |
| Crown Point Energy Inc. | Director | 2010–2015 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment and Technical Management Corp. | President | Since Feb 1999 | — |
| Russel Metals Inc. | Director; Chair, Corporate Governance Committee | Director since May 2012 ; Committee Chair (current) | Governance leadership |
| Zephyr Minerals Ltd. | Director | Since Sep 2010 | — |
Board Governance
- Independence: The Board identifies John M. Clark as independent under NI 58-101 and NYSE American Section 803A; Audit Committee members, including Clark, are independent and financially literate under NI 52-110 .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Corporate Governance & Nominating Committee .
- Board attendance: Attended 11 of 12 Board meetings in 2024; all directors attended the 2024 annual general and special meeting in person .
- Committee activity levels (FY 2024): Audit Committee met 4 times; Corporate Governance & Nominating met 5 times; Compensation Committee met 5 times .
- Independent director executive sessions: Independent directors met without management five times in 2024 .
- Term limits: The Board has not adopted director term limits; tenure is considered in nominations by the Corporate Governance & Nominating Committee .
Fixed Compensation
| Year | Annual Retainer (USD) | Chair Fees (USD) | Meeting Fees | Total Cash (USD) |
|---|---|---|---|---|
| 2024 | $32,000 | $4,000 (Compensation Committee Chair) | None | $36,000 |
Notes: In 2023, director annual retainers and chair fees were reduced by 30% and offset with increased DSUs; beginning 2024, cash fees were paid at 100% of policy .
Performance Compensation
| Item | 2024 Value / Term | Vesting | Payout Timing | Plan Constraints |
|---|---|---|---|---|
| DSU Award (annual) | $44,880 | Fully vested at grant | Common shares issued upon ceasing Board service | Per-director annual DSU value cap $150,000; DSUs outstanding limited to 3% of shares; combined equity plans (Options, LTIP, DSU) ≤10% of outstanding shares; insiders ≤10% issuance in any 1-year period |
| Option Awards | None | — | — | — |
LTIP eligibility: Non-executive directors are not eligible under VGZ’s LTIP; LTIP includes change-in-control acceleration for eligible participants, but excludes non-executive directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Russel Metals Inc. | Director; Chair of Corporate Governance Committee | Governance influence; no VGZ-related party transactions disclosed |
| Zephyr Minerals Ltd. | Director | Mining sector exposure; no VGZ-related party transactions disclosed |
Expertise & Qualifications
- Chartered Professional Accountant; extensive accounting controls knowledge and financial literacy for Audit Committee work .
- Entrepreneurial and investment banking background; experience with investment/management of natural resource companies in Canada .
- Compensation governance expertise; awareness of industry practices; Chair of VGZ Compensation Committee .
- Natural resources industry knowledge supporting Board deliberations .
Equity Ownership
| Holder | Shares Currently Owned | DSUs (settlement into common shares upon leaving) | Total Beneficial Ownership | % of Class | Ownership Guideline Requirement | Compliance |
|---|---|---|---|---|---|---|
| John M. Clark | 189,068 | 501,000 | 690,068 | Less than 1% | $108,000 (3x annual cash retainer; value-tested) | Yes |
- Ownership policy mechanics: Directors must hold at least 3x annual cash retainer within 3 years; counting common shares, RSUs, DSUs; options excluded; securities may not be hedged/monetized; value measured at greater of cost, grant-date, or year-end market .
- Pledging/related arrangements: The Corporation is not aware of arrangements, including any pledge of securities, that could result in a change in control; no material related-party transactions for directors/officers during the year except as described (none for Clark) .
Governance Assessment
- Positives: Independent status; significant finance and accounting expertise; active committee leadership (Compensation Chair; Audit and Governance member); strong engagement (11/12 Board meetings attended in 2024); compliant with equity ownership policy; meaningful DSU-based alignment .
- Structural observations: Director term limits not adopted (Board considers tenure in nominations); independent directors held five executive sessions in 2024; committee oversight activity robust (Audit 4x, Governance 5x, Compensation 5x) .
- Compensation mix signals: 2023 cash fees temporarily reduced 30% and offset with DSUs; 2024 cash fees restored to full policy, with DSUs continuing—indicates ongoing equity alignment without option use; no meeting fees .
- Conflicts/related-party exposure: No material related-party transactions disclosed; related-party transactions policy requires Governance Committee review; no known pledging arrangements that could affect control .
RED FLAGS to monitor: Very long tenure (since 2001) alongside absence of term limits could raise independence optics with some investors, though the Board evaluates tenure in nominations . No specific red flags disclosed on attendance, pay anomalies, or related-party transactions for Clark in 2024 .