DEF 14A of Contango Silver & Gold Inc.
Filed Apr 29, 2025 · FY20240001193125-25-103900
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, we will present the nominees named below and recommend that they be elected to serve as directors until the 2026 Annual Meeting or until their successors are duly elected and qualified. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Joe Compofelice and Curtis Freeman are not standing for re-election and their current terms on the Board will expire at the Annual Meeting. Their decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Your proxy will be voted for the election of the six nominees named below unless you give instructions to the contrary. Your proxy cannot be voted for a greater number of persons than the number of nominees named.
Corporate Governance
| Name (1) | Fees or paid in cash ($) | Stock Awards ($) (2) | Option Awards ($) | All other compensation ($) | Total ($) | | Brad Juneau | 180,000 | 235,500 | — | — | 415,500 | | Joseph S. Compofelice (3) | 140,000 | 235,500 | — | — | 375,500 | | Curtis J. Freeman (4) | 140,000 | 235,500 | — | — | 375,500 | | Darwin Green (5) | 66,576 | 119,280 | — | — | 185,856 | | Richard A. Shortz | 140,000 | 235,500 | — | — | 375,500 |
Market Compensation Data
Market Compensation Data The Company has selected a 2024 list of peer companies (the “Peer Group”), all of which are very small companies in the mining industry. These companies share relevant business risk factors and financial metrics. Companies similar in size but in unrelated industries are not included because the Company typically does not hire executives from such companies, nor would the Company be likely to lose executives to such companies:
Long-term Incentive Awards
Long-term Incentive Awards The Company has implemented an equity compensation program for its executive officers (and other persons) that provides an incentive for such officers to achieve the Company’s long-term business objectives (“LTIP”). The Company’s equity compensation program is mainly comprised of one form of long-term incentive: restricted stock. Award size and frequency are based on each executive’s demonstrated level of performance and Company performance over time. All awards are made by the Compensation Committee.
Equity Award Mechanics
Equity Award Mechanics On September 8, 2023, the Board adopted the Contango ORE Inc. 2023 Omnibus Incentive Plan (the “Omnibus Plan”). Awards under the Omnibus Plan typically fall into two categories: annual awards, and new hire and promotion awards. New hire and promotion awards are made on the date of hire or promotion, and annual awards are made annually in connection with the end of the fiscal year. From time to time, the Board may make grants at other times in connection with executive retention. The following table outlines the details of the LTIP calculation for the fiscal year ended December 31, 2024:
Equity Award Mechanics
| Name | LTIP Target (%) | LTIP Awarded ($) (1) | | Rick Van Nieuwenhuyse | 150% of base salary | 750,000 | | Mike Clark | 100% of base salary | 300,000 |
Equity Award Mechanics
| (1) The amounts shown represent the aggregate grant date fair value of restricted stock granted in the fiscal year ended December 31, 2024 calculated in accordance with FASB ASC Topic 718. These amounts represent assumptions used in the calculation of these amounts as discussed in Note 11 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2024, included in the 2024 Annual Report. Fair value is based on 100% of the closing price per share of our common stock on the date of grant. |
Equity Award Mechanics
Stock option awards have a per share exercise price equal to the closing price of our Common Stock on the grant date. Stock option awards and restricted stock awards vest upon the passage of time. There were no stock option grants during the fiscal year ended December 31, 2024. The Board has not granted, nor does it intend in the future to grant, equity awards in anticipation of the release of material nonpublic information. Similarly, the Company has not timed, nor does it intend in the future to time, the release of material nonpublic information based upon equity award grant dates.
Annual Incentive Plan
Annual Incentive Plan At the end each fiscal year, the Compensation Committee reviews actual performance against the objectives set by the Company and the executive officers for such fiscal year. The assessment of whether the Company’s objectives for the year have been met includes, but is not limited to, considering the quality and measured progress of the Company’s exploration projects, raising of capital, strategic opportunities, corporate alliances and similar achievements. Scoring ranges between 0% and 150% of the target. The following goals and performance objectives were considered prior to determining the annual incentive awards for the executive officers:
Annual Incentive Plan
| Goal | Performance Objective | Weighting | Achievement | | Operational performance | • Meeting targets for construction and production costs at Manh Choh • Oversight of Peak Gold JV • Maintain care and maintenance at Lucky Shot property | 25 | 20 | | Exploration, reserve and resource replacement | • Successful surface exploration program at Manh Choh and Johnson Tract properties | 35 | 34 | | Safety, environment, sustainability | • Compliance with site safety programs • Operating within water and mining permit conditions for all sites • Advance ESG strategy and framework | 20 | 18 | | Corporate development | • Successful acquisition of mining projects | 50 | 50 |
Annual Incentive Plan
| Goal | Performance Objective | Weighting | Achievement | | Share performance | • Total stockholder returns against peer group | 80 | Nil | | Liquidity and debt compliance | • Maintaining adequate cash balance to support operations • Remain in compliance with all loan agreements • Raise equity, if necessary | 15 | 13 | | Head office operations | • Maintain stock exchange requirements • Ensure filing are timely and accurate • Ensure back-office functions are operating properly, including effective internal controls | 25 | 24 | | Total | | 250 | 159 | | Corporate Result Approved by Board of Directors | | | 64% |
Short-Term Incentive Awards
Short-Term Incentive Awards In addition, the Compensation Committee adopted a Short-Term Incentive Plan (the “STIP”), for the benefit of Mr. Van Nieuwenhuyse and Mr. Clark, which is paid in a combination of cash and equity. Pursuant to the terms of the STIP, the Compensation Committee establishes performance objectives each year (see table above) and evaluates the extent to which, if any, Mr. Van Nieuwenhuyse or Mr. Clark meet such goals. For 2024 STIP, the Company decided to settle 25% in cash and 75% in equity. The following table outlines the details of the STIP calculation for the fiscal year ended December 31, 2024:
Short-Term Incentive Awards
| Name | STIP Target (%) | Individual Score (%) | Corporate Score (%) | Weighted Score (%) (1) | STIP Awarded ($) (2) | 2024 STIP Awarded in Cash ($) (2),(3) | | Rick Van Nieuwenhuyse | 100% of base salary | 100% | 64% | 75% | $375,000 | $94,000 | | Mike Clark | 50% of base salary | 100% | 64% | 75% | $112,500 | $29,000 |
Short-Term Incentive Awards
| (1) The STIP weighting for Mr. Van Nieuwenhuyse and Mr. Clark is 70% corporate score and 30% individual score. |
Short-Term Incentive Awards
| (2) The STIP Awarded was paid in a combination of 25% cash and 75% equity. The cash component for Mr. Van Nieuwenhuyse and Mr. Clark is $94,000 and $29,000, respectively. The STIP settled in equity was restricted stock issued to Mr. Van Nieuwenhuyse and Mr. Clark in the amounts of 26,800 and 8,100 shares, respectively. |
Short-Term Incentive Awards
| (3) The amounts payable in cash to the executive officers for STIP were accrued as of December 31, 2024. |
Short-Term Incentive Awards
The Company sponsors a 401(k) plan in which all employees are eligible to participate. Under the plan, the Company currently matches 100% of an employee’s contributions up to 10% of gross wages, subject to IRS limitations.
Employment and Severance Agreements
Employment and Severance Agreements The Company has a retention agreement with its Chairman and former Chief Executive Officer, Mr. Juneau, providing for a payment upon a change of control (as defined in the applicable retention agreement, as amended), provided that the recipient is in the service of the Company when the change of control occurs. Mr. Juneau will receive a payment of $1,000,000 upon a change of control that takes place prior to August 6, 2025. The Company has an employment agreement with Mr. Van Nieuwenhuyse (the “CEO Employment Agreement”), pursuant to which he receives a base salary of $500,000 per annum and is entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that will be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board. The CEO Employment Agreement stipulates that Mr. Van Nieuwenhuyse will receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for continued group health insurance coverage for 12 months following the termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company. Per such agreement, Mr. Van Nieuwenhuyse is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control. Any payment of severance benefits to him under the CEO Employment Agreement is conditioned on his timely agreement to, and non-revocation of, a full and final release of legal claims in favor of the Company. The Company has an employment agreement with Mr. Clark (the “CFO Employment Agreement”), pursuant to which he receives a base salary of $300,000 per annum and is entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that can be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board. The CFO Employment Agreement stipulates that Mr. Clark will receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for continued group health insurance coverage for 12 months following the termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company. Per such agreement, Mr. Clark is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control (18 months of base salary and bonus amounts or 24 months of base salary and bonus amounts if the change of control is after July 1, 2025). Any payment of severance benefits to him under the Employment Agreement is conditioned on his timely agreement to, and non-revocation of, a full and final release of legal claims in favor of the Company.
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information concerning compensation of the principal executive officer (“PEO”), and up to two of the most highly compensated executive officers (other than the PEO) (collectively, the “Named Executive Officers”) who earned at least $100,000 for the fiscal year ended December 31, 2024, six-month period ended December 31, 2023 (“2023 TP”) and fiscal year ended June 30, 2023.
Summary Compensation Table
| Name and Principal Position(s) | Fiscal Year | Salary ($) | Bonus ($) (1) | Restricted Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Rick Van Nieuwenhuyse | 2024 | 500,000 | 375,000 | 737,900 | 23,000 | 1,635,900 | | President and Chief Executive Officer | 2023 TP | 229,000 | 200,000 | — | 5,500 | 434,500 | | | 2023 | 425,000 | 200,000 | 1,478,000 | 17,000 | 2,120,000 | | Mike Clark (4) | 2024 | 300,000 | 112,500 | 298,300 | 22,727 | 733,527 | | EVP, Chief Financial Officer and Secretary | 2023 TP | 142,000 | 71,500 | 150,000 | 14,000 | 377,500 | | | 2023 | — | — | — | — | — |
Summary Compensation Table
| (1) The bonus can be settled in a combination of cash and equity. For the fiscal year ended December 31, 2024, the bonus was settled in 25% cash and 75% equity. The bonus for Mr. Van Nieuwenhuyse totaled $375,000, which was settled with $94,000 in cash and 26,800 shares of restricted stock and the bonus for Mr. Clark totaled $112,500, which was settled with $29,000 in cash and 8,100 shares of restricted stock. |
Summary Compensation Table
| (2) The amounts shown represent the aggregate grant date fair value of restricted stock granted calculated in accordance with FASB ASC Topic 718. These amounts represent assumptions used in the calculation of these amounts are discussed in Note 11 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2024, included in the 2024 Annual Report. Fair value is based on 100% of the closing price per share of our common stock on the date of grant. The restricted stock was granted at a price of $15.65 per share with a vesting date of January 8, 2026. |
Summary Compensation Table
| (3) Amounts in the Other Compensation column relates to the Company’s 401(k) matching contributions. |
Summary Compensation Table
| (4) Mr. Clark joined the Company on July 11, 2023. |
Summary Compensation Table
The Summary Compensation Table should be read in conjunction with the preceding “Compensation Discussion and Analysis,” which provides detailed information regarding our compensation philosophy and objectives.
Outstanding Equity Awards at Fiscal
Outstanding Equity Awards at Fiscal
Disclosure
| | Summary Compensation Table Total for CEO (1) ($) | Compensation Actually Paid to CEO (1) (3) ($) | Summary Compensation Table Total for Non-CEO NEOs (2) ($) | Compensation Actually Paid to Non-CEO NEOs (2) (3) ($) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($) | Net income in 000s ($) | | 2024 | 1,635,900 | (1,269,810) | 733,527 | 538,792 | (1,198.00) | (38,030) | | 2023 TP | 434,500 | 568,542 | 377,500 | 380,837 | (389.00) | (40,766) | | 2023 | 2,120,000 | 2,878,850 | — | — | 348.00 | (39,741) | | 2022 | 2,307,167 | 3,965,667 | — | — | 200.00 | (23,507) |
Disclosure
| (3) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total, adjusted to reflect the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEO as set forth in the table below. Equity values are calculated in accordance with FASB ASC Topic 718. |
Compensation Actually Paid Compared to TSR and Net Income
Compensation Actually Paid Compared to TSR and Net Income The following chart reflects the relationship between the amount of “compensation actually paid” to Mr. Van Nieuwenhuyse and the amount of “compensation actually paid” to the Company’s Non-CEO NEO, and the Company’s cumulative TSR over the four periods presented in the table. The Company does not use TSR as a performance measure in the overall executive compensation program. TSR and net income are some indicators of the company’s overall performance that may im pact the value of total compensation; however, other performance measures and factors are considered in setting named executive officers’ compensation. See the “ Compensation Discussion and Analysis ” for additional information.