DEF 14A of Paramount Gold Nevada Corp.
Filed Oct 26, 2023 · FY20230000950170-23-055647
PROPOSAL No. 1: ELECTION OF DIRECTORS
PROPOSAL No. 1: ELECTION OF DIRECTORS
Nominees
Nominees At the Annual Meeting, eight directors will be elected to serve a one-year term or until the next annual stockholders meeting or until such director's successor shall have been elected and qualified following such director’s earlier death, resignation or removal. Our Board has nominated Rudi Fronk, Rachel Goldman, Glen Van Treek, Christopher Reynolds, Eliseo Gonzalez-Urien, John Carden, Pierre Pelletier and Samantha Espley. All nominees are currently members of the Board. Each nominee has expressed his willingness to serve as a director if elected, and we know of no reason why any nominee would be unable to serve. If a nominee becomes unavailable before the election, the proxies may be voted for one or more substitute nominees designated by the Board, or the Board may decide to reduce the number of directors.
Nominees
| Name | Age (1) | Position | | Rudi Fronk | 64 | Chairman | | Rachel Goldman | 51 | CEO and Director | | Glen Van Treek | 58 | President, COO and Director | | Christopher Reynolds | 59 | Director | | Eliseo Gonzalez-Urien | 82 | Director | | John Carden | 75 | Director | | Pierre Pelletier | 54 | Director | | Samantha Espley | 58 | Director |
Nominees
(1) As of October 30, 2023 Set forth below is certain information with respect to each director nominee:
Rudi Fronk
Rudi Fronk Mr. Fronk, a graduate of Columbia University from which he holds a Bachelor of Science in Mining Engineering and a Master of Science in Mineral Economics, has over 30 years of experience in the gold sector primarily as a senior officer and director of publicly traded gold exploration/development companies. Mr. Fronk was appointed to Paramount’s Board of Directors in January 2017 and on October 11, 2019, was appointed by the Board of Directors as Chairman. In 1999, Mr. Fronk co-founded Seabridge Gold Inc. (“Seabridge Gold”), a US $900 million market cap company with proven and probable gold reserves exceeding 53 million ounces and one of the world’s largest resource bases of gold and copper. He currently serves as Seabridge Gold’s Chairman and CEO, a position he has held since its inception.
Rachel Goldman
Rachel Goldman Ms. Goldman has 20 years of experience in institutional sales, mining company financings and corporate transactions during her career while at several Canadian brokerage firms where she developed an extensive list of investor and mining company relationships. Prior to Paramount, Ms. Goldman was the Managing Director Institutional Equity Sales at Desjardins Securities from 2016 to 2019. Ms. Goldman currently serves as a director of Red Pine Exploration Inc., Indiva Ltd. and is a director of the non-profit Denver Gold Group Inc. Ms. Goldman holds a Bachelor of Commerce, Major in Finance, from Concordia University.
Glen Van Treek
Glen Van Treek Mr. Van Treek is the President, Chief Operating Officer and has been a director of Paramount since February 2015. He was formerly the Chief Operating Officer and V.P. Exploration of Paramount Gold and Silver Corp and served in this role from January 2011 through the April 2015 merger with Coeur Mining, Inc. He has over 25 years of progressive global experience in all stages of mineral exploration. Prior to joining Paramount, for ten years he held various senior positions at Teck Resources Ltd. and most recently he managed the production geology, resource modeling and exploration programs at Teck’s Quebrada Blanca mine in Chile. Prior to his experience at Teck, Mr. Van Treek held positions with Placer Dome and other junior exploration companies. He is a graduate geologist from the University of Chile.
Christopher Reynolds
Christopher Reynolds Mr. Reynolds has over 30 years of mineral industry and public accounting experience and has been a director of Paramount since February 2015 and a director of Paramount Gold and Silver Corp. from December 2009 through April 2015 when the merger with Coeur Mining, Inc. was completed. Since May 2011, he has been the Vice President Finance and Chief Financial Officer of Seabridge Gold Inc., a TSX and NYSE listed corporation. From October 2007 to April 2011, he served as Vice President, Finance and Chief Financial Officer of Norsemont Mining Inc. and, prior to that, he served as Senior Vice President, CFO and Secretary of Southern Era Diamonds Inc. He has held various finance and accounting positions at Southern Platinum Corp., TVX Gold Inc., Inmet Mining Corporation and Price Waterhouse, now PricewaterhouseCoopers. Mr. Reynolds currently serves as a director of Mayfair Gold Corp. and served as a director of Arizona Star Resource Corp. Mr. Reynolds is a CPA, CGA and received a B.A. (Economics) from McGill University.
Eliseo Gonzalez-Urien
Eliseo Gonzalez-Urien Mr. Gonzalez-Urien has been a director of Paramount since February 2015 and a director of Paramount Gold and Silver Corp. from March 2009 through the merger with Coeur Mining, Inc. in April 2015. He also serves as a member of the board of directors of Seabridge Gold since January 2006 and as a consulting geologist for Seabridge Gold since March 2003.He is an exploration geologist with over 30 years of experience in the mining industry. From 1989 through 2001 Mr. Gonzalez-Urien held various executive positions with Placer Dome Inc. including senior vice president of the parent company and president of Placer Dome Exploration Inc. During this period, he was charged with responsibility for Placer Dome’s worldwide exploration activities. Prior to Placer Dome, Mr. Gonzalez-Urien held senior positions with BHP-Utah Inc. and Noranda. He holds a degree in geology from the University of Santiago, Chile, followed by post graduate studies in geology at the University of California, Berkley. John Carden, Ph.D. Dr. Carden has more than 35 years in experience in exploration management, teaching and research and has been a director of Paramount since February 2015 and a director of Paramount Gold and Silver Corp. from September 2006 through the completion of the merger with Coeur Mining, Inc. in April 2015. Since 2001 he has been a geologic consultant and a director of a number of junior resource companies each which were TSX Venture Exchange listed companies. Dr. Carden worked as a senior exploration geologist for Exxon Minerals, Atlas Precious Metals, Tenneco, and Echo Bay Mines and later was Director of U.S. Exploration from 1992 until 1998 for Echo Bay Mines. From 2008 to the 2017, Dr. Carden has acted as a geologic consultant to Otis Gold Corp managing the Company’s exploration programs. He is a Licensed Professional Geologist in the State of Washington. Dr. Carden received his B.Sc. and M.Sc. in geology From Kent State University in Ohio, and his doctorate in geology from the Geophysical Institute at the University of Alaska in 1978.
The Compensation Committee
The Compensation Committee The Compensation Committee is comprised of three independent directors, currently consisting of Messrs. Fronk (Chair), Gonzalez-Urien, and Dr. Carden. The Compensation Committee assists the Board in overseeing executive compensation and administers Paramount’s executive bonus and equity compensation plan. The Compensation Committee’s primary responsibilities include: • evaluating the performance of and establishing compensation for Paramount’s President and Chief Executive Officer; • establishing compensation levels for Paramount’s directors and executive officers and reviewing executive compensation matters generally; • making recommendations to the Board with respect to approval and adoption of all cash and equity-based incentive plans; and • approving awards of options, restricted shares, restricted share units and other equity rights to executive officers. The Compensation Committee’s further responsibilities are discussed more fully in its charter. Compensation Committee Report The Compensation Committee of the Board has reviewed and discussed the “Compensation Discussion and Analysis” section of this Proxy Statement with management. Based on this review and these discussions, the Compensation Committee recommended to the Board that the section entitled “Executive Compensation” be included in this Proxy Statement and incorporated by reference into Paramount’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Submitted by the Compensation Committee of the Board, Rudi Fronk, Chair Eliseo Gonzalez-Urien Dr. John Carden
The Audit Committee
The Audit Committee The Audit Committee currently consists of Messrs. Reynolds (Chair), Pelletier, and Dr. John Carden. The Board has determined that each member of the Audit Committee is independent under NYSE American rules and Rule 10A-3 under the Exchange Act. Each member of the Audit Committee is financially literate and experienced in financial matters and has not participated in the preparation of Paramount’s financial statements at any time during the past three years. The Board has also determined that Mr. Reynolds is the “audit committee financial expert” within the meaning of applicable SEC regulations. During our last fiscal year, our Audit Committee met a total of four times. The Audit Committee assists the Board in its oversight of Paramount’s financial reporting, focusing on the integrity of Paramount’s financial statements, Paramount’s compliance with legal and regulatory requirements, the qualifications an independence of Paramount’s independent auditor and the performance of Paramount’s internal audit function and independent auditor. The Audit Committee’s primary responsibilities include: • acting as the direct contact with Paramount’s independent auditor, who is ultimately accountable to the Audit Committee and the Board; • appointing the independent auditor, setting the terms of compensation and retention for the independent auditor and overseeing the work of the independent auditor; • pre-approving all audit and non-audit services provided to Paramount by the independent auditor, except for items exempt from pre-approval requirements under applicable law; and • acting in respect of all other matters as to which Audit Committee action is required by law or applicable listing standards. The Audit Committee’s responsibilities and key practices are more fully described in its written charter. In accordance with the rules of the NYSE American, the Audit Committee reviews and reassesses the adequacy of its written charter on an annual basis. Audit Committee Report Pursuant to rules adopted by the SEC designed to improve disclosures related to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies, the Audit Committee of our Board of Directors submits the following report:
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards | Option Awards (1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation on Earnings | All Other Compensation | Total | | Rachel Goldman | 2023 | $206,959 | $0 | $60,000 | $0 | — | — | — | $266,959 | | Chief Executive Officer | 2022 | $200,000 | $32,000 | $130,320 | $0 | — | — | — | $362,320 | | | 2021 | $200,000 | 50,000 | — | $119,010 | — | — | — | $369,010 | | Glen Van Treek | 2023 | $203,479 | $0 | $60,000 | $0 | — | — | — | $263,479 | | President and COO | 2022 | $200,000 | $32,000 | $130,320 | $0 | — | — | — | $362,320 | | | 2021 | $200,000 | $100,000 | — | $83,595 | — | — | — | $383,595 | | Carlo Buffone | 2023 | $200,000 | $0 | $30,000 | $0 | — | — | — | $230,000 | | Chief Financial Officer | 2022 | $200,000 | $32,000 | $130,320 | $0 | — | — | — | $362,320 | | | 2021 | $200,000 | $50,000 | — | $83,595 | — | — | — | $333,595 |
Summary Compensation Table
The amounts reported reflect the aggregate grant fair value of option awards granted during the year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 5 to our notes to consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on September 26, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to market based vesting conditions.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Cash Compensation Each year, an independent director is eligible to receive a cash retainer of $15,000 for serving on our Board of Directors. The chairpersons of the audit, technical, and corporate governance and nominating committees each receive a $5,000 cash retainer in addition to their director cash compensation. The Chairman of our Board of Directors receives an annual cash retainer of $25,000. Equity Compensation Directors are eligible to receive equity compensation as determined by the Compensation Committee from the 2015 Plan and the 2016 Plan. The purpose of the 2015 Plan and the 2016 Plan is to attract, retain and reward officers, employees, directors, consultants and advisors to the Company and its subsidiaries and affiliates, provide equitable and competitive compensation opportunities, authorize incentive awards that appropriately reward achievement of our goals and recognize individual contributions without promoting excessive risk and promote creation of long-term value for stockholders by closely aligning the interests of participants with the interests of stockholders. In 2023, each director with the exception of Rudi Fronk was granted 15,000 stock awards pursuant to and part of the Company’s board renumeration plan. The shares vested upon the date of issuance and each share award had a fair value of $0.30. The following table provides information concerning compensation for our non-employee directors for fiscal 2023. Information about Ms. Goldman’s and Mr. Van Treek’s compensation for fiscal 2023 is provided with that of the other NEO’s in the above Executive Compensation section and accompanying tables.
DIRECTOR COMPENSATION
| Name | Fees Earned or paid in cash | Stock Awards (2) | Option Awards | Non-equity incentive plan compensation | Nonqualified deferred compensation | All other compensation | Total | | Christopher Reynolds | $20,000 | $4,500 | — | — | — | — | $24,500 | | Eliseo Gonzalez-Urien | $15,000 | $4,500 | — | — | — | — | $19,500 | | John Carden | $20,000 | $4,500 | — | — | — | — | $24,500 | | Pierre Pelletier | $20,000 | $4,500 | — | — | — | — | $24,500 | | Rudi Fronk | $25,000 | — | — | — | — | — | $25,000 |
DIRECTOR COMPENSATION
The amounts reported reflect the aggregate grant fair value of option awards granted during the year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 5 to our notes to consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on September 26, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to market based vesting conditions. Outstanding Equity Awards at Fiscal Year-End June 30, 2023
DIRECTOR COMPENSATION
| | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Market Units That Have Not Vested | | John Carden | 10,000 | 10,000(1) | 20,000 | $1.00 | 12/09/24 | — | — | | | 16,666 | 8,334(1) | — | $1.12 | 12/17/25 | — | — | | Eliseo Gonzalez-Urien | 10,000 | 10,000(1) | 20,000 | $1.00 | 12/09/24 | — | — | | | 16,666 | 8,334(1) | — | $1.12 | 12/17/25 | — | — | | Christopher Reynolds | 10,000 | 10,000(1) | 20,000 | $1.00 | 12/09/24 | — | — | | | 16,666 | 8,334(1) | — | $1.12 | 12/17/25 | — | — | | Pierre Pelletier | 10,000 | 10,000(1) | 20,000 | $1.00 | 12/09/24 | — | — | | | 16,666 | 8,334(1) | — | $1.12 | 12/17/25 | — | — | | Samantha Espley | 50,000 | 0 | — | $0.60 | 06/01/27 | — | — |
DIRECTOR COMPENSATION
The stock options vest and become exercisable upon receipt of final permits for the Grassy Mountain Project.