Tracy A. Stevenson
VISTA GOLDAbout Tracy A. Stevenson
Independent Non-Executive Chair of VGZ; director since November 6, 2007. Age 74; based in Sandy, Utah. Magna Cum Laude B.S. in Accounting, University of Utah (1977); Certified Public Accountant (Utah, 1978). Career began in public accounting, followed by senior financial, strategic planning, IT, and management roles at a major global mining company; prior CFO experience has supported Audit Committee matters. Appointed Non-Executive Chair on April 27, 2023, and serves on the Corporate Governance & Nominating Committee. The board classifies him as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quaterra Resources | Director; Non-Executive Chair | Director: Jul 2007–May 2014; Chair: Feb 2008–Aug 2013 | Governance leadership as Non-Exec Chair; resource sector experience |
| Uranium Resources Inc. | Director | Dec 2013–Jul 2017 | Industry oversight; mining governance |
| Ivanhoe Mines Ltd. | Director | May 2010–Apr 2012 | Large-cap mining exposure; board governance |
| Major global mining company (unnamed) | Senior financial, strategic planning, IT and management positions; former CFO | Not disclosed | Financial leadership and planning; CFO experience relevant to audit oversight |
External Roles
| Organization | Role | Status/Timing |
|---|---|---|
| Bedrock Resources, LLC | Founding member | Since 2010 (private) |
| Other current public company directorships | — | None disclosed for Stevenson in the proxy |
Board Governance
- Independence and leadership: Independent Non-Executive Chair; board includes five independent directors under NI 58-101 and NYSE American rules. All Audit, Compensation, and Corporate Governance & Nominating Committee members are independent. Independent directors held five executive sessions in 2024.
- Committee assignments: Member, Corporate Governance & Nominating Committee (CG&N). Not listed as member of Audit or Compensation in the committee rosters.
- Committee activity: Audit Committee met 4 times in 2024; CG&N met 5 times. (Stevenson sits on CG&N.)
- Attendance: Stevenson attended all meetings of the Board in 2024; all directors attended the 2024 AGM.
- Related-party oversight: CG&N reviews related party transactions under a written policy (>$100,000 threshold) to ensure arm’s-length terms; no material related-party transactions involving directors/officers disclosed for the most recent year.
- Ethics and trading: Code of Ethics governs conflicts; insider trading policy and equity ownership policy prohibit hedging/monetization of company shares. No waivers granted in 2024.
Fixed Compensation
| Component (Director) | 2024 Amount (USD) |
|---|---|
| Annual retainer | $32,000 |
| Chair of the Board fee | $20,000 |
| Committee chair/member fees | None (no meeting fees; chair fees apply if chairing a committee) |
| Total cash | $52,000 |
Notes:
- Policy: Each director earns a $32,000 annual retainer; Board Chair earns an additional $20,000; committee chair fees exist but Stevenson is not listed as a committee chair (he is Board Chair). No meeting fees; reasonable expenses reimbursed. Beginning 2024, retainers and chair fees paid at 100%.
Performance Compensation
| Instrument | 2024 Grant | Vesting/Settlement | Performance Conditions |
|---|---|---|---|
| Deferred Share Units (DSUs) | $44,880 | Shares issuable upon leaving the Board (settlement on separation) | None disclosed for directors (formulaic performance metrics not applied to DSUs) |
| Options | — | — | — |
Other Directorships & Interlocks
| Company | Type | Role | Dates | Interlock/Conflict Notes |
|---|---|---|---|---|
| Quaterra Resources | Public (former) | Director; Non-Executive Chair | Director: 2007–2014; Chair: 2008–2013 | No VGZ interlocks disclosed |
| Uranium Resources Inc. | Public (former) | Director | 2013–2017 | No VGZ interlocks disclosed |
| Ivanhoe Mines Ltd. | Public (former) | Director | 2010–2012 | No VGZ interlocks disclosed |
| Bedrock Resources, LLC | Private | Founding member | Since 2010 | No VGZ interlocks disclosed |
Expertise & Qualifications
- Financial and accounting credentials: B.S. Accounting (Magna Cum Laude), CPA (Utah). Former CFO; significant financial literacy and audit-relevant experience.
- Mining sector operating and strategic experience across a major global mining company; analytical contributions to strategy and project development for VGZ.
- Governance: Long-standing board service; currently Non-Executive Chair; active on CG&N (nominations, governance, related-party review).
Equity Ownership
| As of March 10, 2025 | Amount | % of Class |
|---|---|---|
| Common shares owned | 453,199 | <1% |
| DSUs (settle into shares) | 510,000 | — |
| Total beneficial (incl. DSUs) | 963,199 | <1% |
Ownership alignment and guidelines:
- Stock ownership guidelines for directors: 3x annual cash retainer; compliant. Required minimum equity holding value for Stevenson: $156,000 (value measured by greater of cost, grant date value, or year-end market value). Hedging/monetization prohibited for counted securities.
- Compliance status: Stevenson “Y” (compliant).
Compensation Committee Analysis (context for board oversight)
- Independent consultant: Hugessen Consulting engaged in 2024 to review director and executive compensation; fees C$44,000. Peer group focused on similarly sized, listed North American mining companies at comparable stages (list includes Troilus, Revival Gold, Treasury Metals, etc.).
- Program design: Directors receive cash retainers/fees and DSUs; no meeting fees; equity grants in DSUs align with shareholder value via share price and deferred settlement.
Say-on-Pay & Shareholder Feedback (board oversight signal)
- Say-on-pay (2024 AGM for FY2023 pay) was approved; board recommends annual say-on-pay and is again seeking approval in 2025. Percentages not disclosed in the proxy excerpt.
Risk Indicators & Related-Party Exposure
- Related-party transactions: None material involving directors/officers in the most recently completed year; CG&N reviews transactions >$100,000.
- Indebtedness: None for current/former directors, officers, or employees.
- Regulatory/sanctions history: No relevant orders, penalties, sanctions, or bankruptcies reported for proposed directors within the look-back windows.
- Hedging/pledging: Hedging/monetization prohibited; ownership policy restricts monetization/hedging of counted holdings. No disclosure of share pledging by Stevenson.
Governance Assessment
- Positives:
- Independent Non-Executive Chair with full board meeting attendance; strong independence posture (all key committees independent) and regular executive sessions (five in 2024).
- Clear ownership alignment: compliant with 3x retainer guideline; meaningful DSU exposure; hedging prohibited.
- No related-party transactions, indebtedness, or regulatory red flags disclosed.
- Financially sophisticated profile with prior CFO experience—beneficial for audit oversight and capital allocation discussions.
- Watch items:
- Long tenure (since 2007) can raise entrenchment/performance refresh considerations despite independence.
- Age 74 underscores the importance of ongoing succession planning for board leadership.
- Director equity is time-based DSUs (no explicit performance metrics), which is common but offers limited performance conditioning.