James Hesketh
About James Hesketh
James Hesketh, age 68, has served on Solitario Resources Corp.’s (XPL) board since July 2017. He holds a B.S. in Mining Engineering and an M.S. in Mineral Economics from the Colorado School of Mines, and brings more than 40 years of mining industry experience spanning operations, finance, and corporate leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atna Resources Ltd. (TSX: ATN, former) | President, CEO, Director | Mar 2008–Dec 2016 | Operated two gold mines; filed Chapter 11 in 2015; liquidation plan confirmed in 2016 |
| Canyon Resources Corporation (NYSE American, former) | President, CEO, Director | 2005–2008 | Merged with Atna Resources in 2008 |
| NM Rothschild & Sons (Denver) Inc. | Principal Mining Engineer; Vice President | 2000–2004 | Structured lending to global metals/mining industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Viva Gold Corp. (TSXV: VAU; OTCQB: VAUCF) | President, CEO, Director | Since Feb 2017 | Advanced-stage gold project near Tonopah, NV |
| Interlock note | — | — | XPL CEO Christopher E. Herald is also a director of Viva Gold Corp., creating a governance interlock |
Board Governance
- Independence: The board has determined Hesketh is independent under NYSE American rules .
- Committee assignments:
- Audit Committee: Member (Chair: John Labate)
- Compensation Committee: Member (Chair: Brian Labadie)
- Health, Safety, Environment & Social Responsibility (HS&E): Member (Chair: Debbie Austin)
- Attendance: The board met 4 times in 2024; Hesketh attended all board and committee meetings. Only Joshua Crumb missed one board meeting .
- Annual meeting attendance: Only CEO Christopher Herald attended the June 20, 2024 annual meeting; there is no policy requiring directors to attend .
| Committee | Role | Chair? |
|---|---|---|
| Audit | Member | No (Chair: John Labate) |
| Compensation | Member | No (Chair: Brian Labadie) |
| HS&E | Member | No (Chair: Debbie Austin) |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual director retainer (cash) | $9,800 | Paid quarterly ($2,450) |
| Committee chair fees | $2,300 | Audit Chair only; Hesketh is not Audit Chair |
| Chairman of the Board fee | $2,300 | Applies to Chairman; Hesketh is not Chairman |
| One-time director bonus (2024) | $20,000 | Paid in 2024 |
| Fees earned in 2024 (cash) | $9,800 | As reported for Hesketh |
Notes:
- Fees cover participation in all board and committee meetings; reductions may occur for missed regularly scheduled meetings. No changes to fee levels from 2023 to 2024 .
Performance Compensation
| Equity Award | Grant Date | No. of Options | Grant-Date Fair Value ($) | Exercise Price | Term | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|---|---|
| Stock options (2023 Plan) | Jun 7, 2024 | 160,000 | 84,354 | $0.85 | 5 years | 25% at grant; 25% annually on anniversaries | Options not tied to financial metrics; grants discretionary |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| Viva Gold Corp. | President, CEO, Director | Governance interlock with XPL CEO Herald (also a Viva director). No related-party transactions disclosed by XPL . |
Expertise & Qualifications
- Formal training in engineering and economics; extensive leadership across mining operations, finance, M&A, permitting, and construction domestically and internationally .
- Board views his >40 years of broad-based industry experience as uniquely suited to XPL’s needs .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Options Exercisable within 60 days |
|---|---|---|---|
| James Hesketh (Director) | 432,100 | <1% | 252,500 |
Notes:
- The proxy does not disclose pledging of shares; XPL’s insider trading policy restricts trading while in possession of MNPI, with pre-clearance and blackout periods; directors may use 10b5-1 plans .
- No related-party transactions involving Hesketh reported for 2024–2025 .
Governance Assessment
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Strengths:
- Independent director with strong mining finance/operations background; sits on Audit, Compensation, and HS&E committees, indicating broad engagement .
- Full attendance at board and committee meetings in 2024; indicates good engagement .
- Director pay structure is modest and primarily options-based; cash retainer of $9,800 and one-time bonus; equity grants follow standard vesting and were not timed around material filings .
- Existence of compensation recoupment policy (applies to executive officers), and clear related-party transaction policy with board/committee oversight .
-
Potential concerns and RED FLAGS:
- Prior bankruptcy involvement: As CEO of Atna Resources, the company filed Chapter 11 in 2015; liquidation plan effective Dec 31, 2016. While industry-driven, it’s a governance risk indicator requiring contextual monitoring of risk oversight and strategic judgment .
- Interlock: Hesketh’s CEO role at Viva Gold and XPL CEO Herald’s directorship at Viva create a network interlock. Limited immediate conflict given no disclosed related-party transactions, but any future dealings between XPL and Viva would warrant heightened scrutiny for independence and arm’s-length terms .
- Annual meeting presence: Only Herald attended the 2024 annual meeting; while attendance is not required, broader director presence can signal investor engagement. Absence is not necessarily a deficiency but is a soft governance signal to track over time .
-
Director Compensation Mix:
- 2024 structure: modest cash plus option grant (160,000 options; $84,354 fair value) at $0.85 exercise price, 5-year term, standard vesting; options not tied to specific financial metrics (discretionary, reflecting operational milestones and broader industry context) .
-
Independence and conflicts:
- Confirmed independent under NYSE American; sits on key committees without chair roles; no Item 404 related-party transactions disclosed; Section 16 filings timely for directors except one missed Form 4 by Joshua Crumb (not Hesketh) .
Overall, Hesketh’s profile reflects strong technical and financial expertise aligned with XPL’s exploration-stage needs, solid committee participation and attendance, and a conservative director pay design emphasizing options. Monitor potential interlock conflicts with Viva Gold and maintain awareness of past bankruptcy context when evaluating his risk oversight on XPL’s board .