Patrick F. Keenan
VISTA GOLDAbout Patrick F. Keenan
Patrick F. Keenan (age 57) is an independent director of Vista Gold Corp. and serves as Chair of the Audit Committee; he joined the Board on April 30, 2024 and is identified by the Board as the Audit Committee Financial Expert . He holds a B.S. in Accounting from the University of Utah (1990) and is a Certified Public Accountant (Arizona, 1994) . Keenan is a retired mining executive with more than 30 years of industry experience, including senior finance roles at PolyMet Mining, Newmont Mining, and Rio Tinto, bringing deep financial, governance, and operational expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PolyMet Mining Corp. | EVP & CFO | 2017–2023 | Led finance, reporting, investor relations; senior executive accountability |
| Newmont Mining Corporation | SVP Finance & Treasurer | 2015–2017 | Corporate finance and treasury leadership |
| Rio Tinto Energy (Australia) | CFO | 2013–2015 | Regional CFO oversight |
| Rio Tinto Kennecott | CFO | 2009–2013 | Asset-level CFO oversight |
| Rio Tinto Diamonds (UK) | CFO | 2007–2008 | Segment CFO oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of San Francisco – Salt Lake City | Director | 2012–2014 | Regional Federal Reserve governance |
| University of Utah, David Eccles School of Business | Board member | 2009–2013 | Academic board service |
| International Copper Association | Advisory Committee member | 2010–2013 | Industry advisory role |
Board Governance
- Committee assignments: Audit (Chair), Compensation (member), Health, Safety, Environment & Social Responsibility (member) .
- Independence: The Board considers Keenan independent under NI 58-101 and NYSE American Section 803A; Audit Committee members are independent and financially literate under NI 52-110 and Rule 10A-3, with Keenan designated as the Audit Committee Financial Expert .
- Attendance: After his election on April 30, 2024, Keenan attended all Board meetings; all directors attended the 2024 annual meeting in person .
- Committee activity levels (FY 2024): Audit met 4 times; Compensation met 5 times; HSE & Social Responsibility met 4 times .
- Audit oversight: As Chair, Keenan signed the Audit Committee Report recommending inclusion of FY2024 audited financials in the 10-K and affirming auditor independence discussions with Davidson & Company LLP .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Retainer | $21,333 | Partial year; directors’ standard retainer is $32,000 |
| Chair Fees | $4,667 | Partial year; Audit Chair annual fee is $7,000 |
| Meeting Fees | $0 | No meeting fees paid |
| Other Cash | $0 | No special assignment fees |
- Role timing: Elected April 30, 2024; became Audit Committee Chair May 20, 2024 .
Performance Compensation
| Equity Award (FY 2024) | Grant Value (USD) | Instrument | Vesting/Settlement | Notes |
|---|---|---|---|---|
| DSUs | $85,250 | Deferred Share Units | Common shares issued upon Board departure | DSU value set at issuance; part of annual director equity program |
- Director equity plan mechanics: DSUs settle in common shares at separation; Fair Market Value defined as 5-day VWAP on primary exchange; plan administered by the Board/Committee .
- Performance metrics: No performance-based metrics disclosed for director awards; director DSUs are time-based and serve alignment purposes .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Keenan beyond VGZ .
- Interlocks with customers/suppliers/competitors: None disclosed; related party transactions are reviewed by the Corporate Governance & Nominating Committee .
- Other directors’ external boards noted (context): Not directly linked to Keenan; details listed under election of directors section for other nominees .
Expertise & Qualifications
- Education and credentials: B.S. in Accounting (University of Utah, 1990); CPA (Arizona, 1994) .
- Designations: Audit Committee Financial Expert; financially sophisticated under NYSE American Section 803(B)(2) .
- Domain expertise: Mining industry finance, corporate governance, investor relations, and strategic execution across multiple geographies .
Equity Ownership
| Holder | Shares Beneficially Owned | Composition | % of Class |
|---|---|---|---|
| Patrick F. Keenan | 227,000 | DSUs; nil common shares currently held | <1% |
- Ownership guidelines: Directors must hold at least 3× annual cash retainer; Keenan’s required minimum equity holding value is $117,000; compliance marked “Y (1)” with note that time to compliance is within three years of appointment and considered reasonable by the Corporation .
- Hedging/pledging: Insider trading policy prohibits hedging/monetization (e.g., collars, forward sale contracts); no pledging arrangements noted that could result in change of control .
- Instruments counting toward ownership: Common shares, RSUs, and DSUs count; unexercised options do not .
Governance Assessment
- Strengths: Keenan’s appointment as Audit Chair and designation as Financial Expert enhance financial oversight and risk management rigor; he attended all Board meetings post-election, indicating engagement. Committee independence and regular meetings reinforce governance quality .
- Alignment: Material DSU grants and an equity ownership policy requiring 3× retainer promote long-term alignment; DSUs settle in shares at separation, deferring realization and encouraging sustained oversight .
- Potential conflicts/related-party exposure: The proxy states no material interests or related-party transactions for proposed directors; the CG&N Committee reviews any related-party dealings ≥$100,000, providing procedural safeguards .
- Compensation structure signals: 2024 restored full cash retainers/chair fees after 2023 reductions, offset by DSU increases in 2023; Keenan’s 2024 mix is mostly DSUs with partial-year cash, typical for independent directors and supportive of alignment without performance targets .
- RED FLAGS: None disclosed regarding hedging, pledging, related-party transactions, attendance lapses, or option repricing; code of ethics and committee independence processes in place .