DAKOTA GOLD CORP (DC)
Sector: Materials
2026 Annual Meeting Analysis
DAKOTA GOLD CORP · Meeting: May 27, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Has served since March 2022, meets all independence and qualification standards, no overboarding concerns, attended at least 75% of meetings, and the company's 3-year price return of +68.4% outperforms XLB by +34.5pp, well below the 65pp threshold needed to trigger a vote against.
Joined in March 2026, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; brings strong legal, financial, and regulatory expertise relevant to a mining company.
Joined in May 2025, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; brings over 40 years of engineering and business management experience.
Has served since March 2022, is classified as non-independent due to prior Managing Director role (ended June 2025) but does not sit on audit or compensation committees, no overboarding concerns, attended at least 75% of meetings, and the TSR gap of +34.5pp versus XLB does not breach the 65pp threshold.
Joined in May 2025, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; brings over 25 years of precious metals investment expertise directly relevant to Dakota Gold's business.
Has served since March 2022 and is CEO, classified non-independent, but does not sit on audit or compensation committees; the company's 3-year return outperforms XLB by +34.5pp, well below the 65pp trigger threshold, and no overboarding or attendance concerns are present.
Has served since August 2022, is independent, chairs the Audit Committee with strong financial credentials (former CPA at Ernst & Young, career on Wall Street), attended at least 75% of meetings, and the TSR gap does not breach the 65pp trigger threshold; her three total public board seats (DC, STLA, HSBC) does not exceed the four-board overboarding limit.
All seven director nominees receive a FOR vote. Two nominees (Iverson, joined March 2026; Kenner and Puil, joined May 2025) are exempt from the TSR performance trigger because they joined within the past 24 months. For the four longer-tenured directors, the company's 3-year price return of +68.4% outperforms the XLB sector ETF benchmark by +34.5 percentage points, which is well below the 65pp underperformance threshold required to trigger a vote against under the strong-positive TSR tier. No overboarding, attendance, independence, or qualification concerns were identified.
Say on Pay
✓ FORCEO
Dr. Robert Quartermain
Total Comp
$1,417,921
Prior Support
N/A
There is no formal Say on Pay proposal listed on the 2026 annual meeting ballot — the only proposals are director elections and auditor ratification — so no binding or advisory compensation vote is being conducted this year. For informational context: the CEO's total reported compensation of $1,417,921 for 2025 reflects a partial year of salary (CEO role began receiving cash pay only in September 2025), a one-time bonus, stock awards, and option awards, which is a relatively modest level for a $762M market cap mining company CEO. The pay mix is heavily weighted toward variable and equity-based components, which is consistent with good compensation practice.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
1 yrs
Audit Fees
$820,636
Non-Audit Fees
$0
Deloitte was only engaged in November 2025, giving it roughly one year of tenure — far below the 25-year threshold that would raise independence concerns. The fee table shows $820,636 in total fees for fiscal year 2025 (split between Deloitte and the prior auditor EY) with zero non-audit, audit-related, tax, or other fees, meaning the non-audit fee ratio is 0%, well below the 50% threshold. Deloitte is a Big 4 firm fully adequate for a company of this size.
Overall Assessment
The 2026 Dakota Gold annual meeting has only two formal proposals: election of seven directors and ratification of Deloitte as auditor. All seven director nominees receive a FOR vote — two are newly joined and exempt from the TSR test, while the remaining directors benefit from the company's strong 3-year stock performance that outpaces the XLB materials sector ETF by +34.5 percentage points, well below the 65pp trigger threshold. Deloitte is a new, Big 4 auditor with no non-audit fees, earning a straightforward FOR vote.