Michel Sylvestre
VISTA GOLDAbout Michel Sylvestre
Independent director of Vista Gold Corp. since February 13, 2024; age 69; Chair of the Health, Safety, Environment & Social Responsibility (HSESR) Committee and member of the Compensation Committee. He holds an M.Sc. in Mining Engineering (McGill) and a B.Sc. in Mining Engineering (Queen’s), and is a Professional Engineer in Ontario and member of the Canadian Institute of Mining . The Board classifies him as independent under NI 58-101 and NYSE American Section 803A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinross Gold Corp. | Senior Vice President, Americas | Sep 2018 – Nov 2022 | Operations leadership across the Americas |
| Kinross Gold Corp. | Regional Vice President, Africa | Nov 2014 – Sep 2018 | Oversight of African operations |
| Claude Resources Inc. | Interim President, CEO and Chair | Apr 2014 – Nov 2014 | Transitional leadership |
| Castle Resources Inc. | President & CEO | 2011 – 2014 | Corporate leadership |
| Inco Ltd. / Vale Inco | CEO, Vale Inco New Caledonia | 2008 – 2009 | International operations management |
| Inco Ltd. / Vale Inco | President, Vale Inco Manitoba Operations | 2006 – 2008 | Regional leadership |
| Inco Ltd. / PT Inco (Indonesia) | VP Operations | 2004 – 2006 | Overseas operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hochschild Mining PLC | Director | Since May 2022 | Current public company directorship |
| Nickel Creek Platinum Corp. | Director | 2012 – 2024 | Former public company directorship |
Board Governance
- Independence status: Independent under NI 58-101 and NYSE American Company Guide Section 803A .
- Committee assignments: Compensation Committee member; HSESR Committee Chair (appointed July 26, 2024) .
- Attendance: After his appointment on Feb 13, 2024, he attended all but one Board meeting; independent directors met five times without management in 2024 .
- Board leadership: Non-executive Chair is independent; all Audit, Compensation, and Corporate Governance & Nominating Committee members are independent .
- Committee activity: Compensation Committee met 5 times; HSESR Committee met 4 times in FY2024 .
- Majority voting policy for director elections; resignation required if “withheld” votes exceed “for” votes .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Retainer | $28,000 | Director cash retainer (pro-rated for 2024 given appointment timing) |
| Chair Fees | $750 | HSESR Committee Chair (annual fee for HSESR Chair is $3,000; amount in 2024 reflects timing) |
| DSU Awards | $73,440 | Annual deferred share unit grant (value at issuance) |
| Option Awards | – | No options granted to directors in 2024 |
| Total | $102,190 | Sum of components |
| Director Fee Schedule | Annual Fee (USD) |
|---|---|
| Director Retainer | $32,000 |
| Chair of the Board | $20,000 |
| Audit Committee Chair | $7,000 |
| Compensation Committee Chair | $4,000 |
| Corporate Governance & Nominating Committee Chair | $3,000 |
| HSESR Committee Chair | $3,000 |
- 2023 vs 2024 mix: 2023 cash retainers and chair fees were reduced by 30% and offset with increased DSUs; beginning 2024 cash paid at 100% .
Performance Compensation
- Directors did not receive non-equity incentive plan compensation; no performance-based metrics disclosed for director pay .
- DSU plan settlement is upon separation from the Board; issuance within 10 business days of Distribution Date; no fractional shares issued .
| DSU Plan Key Terms | Provision |
|---|---|
| Distribution Date elections | At separation, 60 days after separation, or a later elected date (no later than Dec 1 of year following separation) |
| Settlement timing | Payment shares issued within 10 business days after Distribution Date |
| Blackout handling | Issuance 7 business days after blackout ends |
| Plan scope | Unfunded, unsecured; no shareholder rights prior to settlement |
| Share reserve cap | Combined security-based plans capped at 10% of outstanding shares |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Hochschild Mining PLC | Director | No related-party transactions with VGZ disclosed |
| Nickel Creek Platinum Corp. | Former Director | No related-party transactions with VGZ disclosed |
- Compensation committee interlocks: None—no VGZ executive officer served on another company’s compensation committee with reciprocity .
Expertise & Qualifications
- 45+ years mining experience; senior operating roles across multiple geographies, emphasizing safety, process optimization, organizational effectiveness, community relations, and sustainability .
- Degrees: M.Sc. and B.Sc. in Mining Engineering; Professional Engineer (Ontario) .
- Board skills matrix: mining development/construction, operations management, HSE/Social Responsibility, executive/management, M&A, governance, risk, strategy; multiple directors, including Sylvestre, mapped across these competencies .
Equity Ownership
| Holder | Common Shares Currently Owned | DSUs (settlement into shares) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Michel Sylvestre (Director) | 0 | 288,000 | 288,000 | <1% (based on 124,455,502 shares outstanding as of Mar 10, 2025) |
| Ownership Guidelines | Requirement | Compliance |
|---|---|---|
| Directors | 3x annual cash retainer; directors must comply within 3 years | Michel Sylvestre required minimum holding value $105,000; compliant as of Dec 31, 2024 |
- Hedging policy: Directors, officers, and related persons are prohibited from engaging in hedging/monetization transactions (e.g., collars, forward sale contracts) in VGZ common shares .
- Insider trading controls: Blackout periods for designated persons; certain officers and directors must obtain pre-approval for transactions .
Governance Assessment
- Strengths: Independent status; chairs HSESR Committee with clear oversight of health, safety, environmental and community risks; committee met four times in 2024 . Compensation Committee membership with five meetings in 2024 supports engagement on pay practices . Attendance strong—“all but one” Board meeting after appointment . Ownership alignment via DSUs and compliance with 3x retainer guideline .
- Pay structure: Modest cash retainers and DSUs; no meeting fees or special assignment payments beyond disclosed amounts; 2024 shift back to full cash retainer vs 2023 reduction offset by DSUs .
- Conflicts/related-party: No material related-party transactions involving directors disclosed; conflicts managed under Code of Ethics with oversight by Corporate Governance & Nominating Committee .
- Risk indicators: No indebtedness of directors; no orders/penalties; no bankruptcy history reported for proposed directors . Majority voting policy enhances accountability . Insider trading and hedging restrictions in place .
- Potential watch items: Board has not adopted director term limits (tenure reviewed via governance process), which some investors view as a governance risk mitigated by ongoing skills/diversity assessments . External directorship at Hochschild Mining PLC is within industry; no interlock-related transactions disclosed, but investors may monitor for supply/customer overlaps or information flow risks in future filings .