Form 4: NOVAGOLD Director Elaine Dorward-King Receives Deferred Share Units as Compensation

NOVAGOLD RESOURCES INC. Director Elaine J. Dorward-King was granted 2,996 Deferred Share Units (DSUs) as part of her compensation, aligning her interests with shareholders.

Summary

• Elaine J. Dorward-King, a Director of NOVAGOLD RESOURCES INC. (NG), acquired 2,996 Common Shares in the form of Deferred Share Units (DSUs) on June 1, 2025.
• The transaction was a grant, with a reported price of $0.00 per unit, indicating non-cash compensation.
• Following this acquisition, Ms. Dorward-King beneficially owns a total of 30,579 Common Shares.
• Each DSU is the economic equivalent of one share of the Issuer's common stock.
• The underlying common shares will not be issued to the reporting person, and she will not have voting or dispositive rights, until the termination of her employment or services as a director.
• DSUs granted to non-U.S. Eligible Participants will expire on December 31 of the year following the reporting person's termination date, while grants to U.S. Eligible Participants will expire 90 days following termination.

Sentiment

Score: 7

Explanation: The sentiment is positive as the grant of equity compensation to a director aligns their interests with shareholders, which is generally viewed favorably. It represents a routine and expected corporate action.

Positives

• The grant of Deferred Share Units to a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• This is a standard form of non-cash compensation for directors, indicating routine corporate governance practices.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Industry Context

The grant of Deferred Share Units (DSUs) to directors is a common practice across various industries, particularly in publicly traded companies, as a means of non-cash compensation. This method helps align the long-term interests of the board with those of the shareholders by tying a portion of their compensation to the company's stock performance.

Comparison to Industry Standards

• The use of Deferred Share Units (DSUs) as a form of director compensation is a widely accepted and standard practice in corporate governance across global markets, including the mining sector where NOVAGOLD operates.
• This compensation structure is comparable to those used by other publicly traded companies, such as Barrick Gold Corporation or Newmont Corporation, which also utilize equity-based awards to incentivize and retain their board members and executives.

Related Party Transactions

• The grant of 2,996 Deferred Share Units to Elaine J. Dorward-King, a director of NOVAGOLD RESOURCES INC., represents a compensation-related transaction between the company and a related party.

Stakeholder Impact

• Shareholders: The grant of DSUs to a director helps align the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.

Key Dates

Keywords

NOVAGOLD RESOURCES INC., NG, Deferred Share Units, DSU, Director Compensation, Insider Transaction, Equity Grant, Form 4, Beneficial Ownership