DEF 14A of Contango Silver & Gold Inc.
Filed Apr 30, 2026 · FY20250001193125-26-197816
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 2027 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. As previously disclosed, pursuant to the Arrangement Agreement, as of the Effective Time of the Arrangement on March 26, 2026, Richard A. Shortz and Darwin Green, resigned from the Board and the respective committees of the Board to which they belonged. Additionally, Brad Juneau stepped down as Chairman of the Board, although he remains a director of the Company. As of the Effective Time, the Board appointed Shawn Khunkhun, as President of the Company and Mr. Khunkhun, Forrester (Tim) Clark and Darren Devine as directors of the Company and named Clynton Nauman as Chairman of the Board. On April 2, 2026, at a meeting of the Board, the Board appointed Mr. Clark to serve on the Audit Committee and Nominating and Corporate Governance Committee and Mr. Devine to serve on the Compensation Committee and Nominating and Corporate Governance Committee, effective immediately. Your proxy will be voted for the election of the seven 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.
Nominees
Nominees Presented below is a description of certain biographical information, occupations and business experience for the past five years of each person nominated to become a director. Seven directors are to be elected at the Annual Meeting. Other than Messrs. Clark, Devine, and Khunkhun, all other nominees are current directors standing for re-election to the Board. If any nominee should become unavailable for election, your proxy may be voted for a substitute nominee selected by the Board, or the Board’s size may be reduced accordingly. The Board is unaware of any circumstances likely to render any nominee unavailable. Directors of the Company hold office until (i) the 2027 Annual Meeting, (ii) successors are elected and qualified or (iii) their earlier resignation or removal. Each nominee other than Mr. Van Nieuwenhuyse and Mr. Khunkhun is an independent director. The Company’s Board established a Nominating and Corporate Governance Committee (the “N&CG Committee”) to recommend nominees for director to the Board and to ensure that such nominees possess the director qualifications set forth in the Company’s Corporate Governance Guidelines, a copy of which is available on the Company’s website at www.contangoore.com. Additionally, the N&CG Committee reviews the qualifications of existing Board members before they are nominated for re-election to the Board. Once nominees are selected, the Board determines which nominees are presented to the Company’s stockholders for final approval. Each nominee below has been recommended by the N&CG Committee. The Board will also consider nominees recommended by stockholders. The Company’s Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board at our Annual Meeting of Stockholders. The procedures include a requirement that notices regarding a person’s nomination be received in writing from the stockholder and by the Company’s Secretary not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. Moreover, the notice must include such nominee’s written consent to be named in the Company’s Proxy Statement and to serve if elected. Supporting information should include (a) the name and address of the candidate and the proposing stockholder, (b) a comprehensive biography of the candidate and an explanation of why the candidate is qualified to serve as a director taking into account the criteria identified in our Corporate Governance Guidelines and (c) proof of ownership, the class and number of shares, and the length of time that the shares of our Common Stock have been beneficially owned by each of the candidate and the proposing stockholder. Minimum qualifications include extensive business experience, a solid understanding of financial statements and a reputation for integrity. For additional information, see the section entitled “Submission of Stockholder Proposals and Director Nominations” below.
Nominees
| Name | Age | Independence | Position | Director Since | Committees | | | | | | | | | | Audit | Comp. | Nom. | EHS&T | | Clynton R Nauman | 77 | Independent | Chairman, Director | 2025 | X | X | | X | | Rick Van Nieuwenhuyse | 70 | Non-independent | CEO, Director | 2020 | | | | X | | Shawn Khunkhun | 45 | Non-independent | President, Director | 2026 | | | | | | Michael Cinnamond | 59 | Independent | Director | 2025 | X | X | | | | Tim Clark | 58 | Independent | Director | 2026 | X | | X | | | Darren Devine | 58 | Independent | Director | 2026 | | X | X | | | Brad Juneau | 66 | Independent | Director | 2012 | | | X | X |
Nominees
Clynton R Nauman. Mr. Nauman is being nominated for election to serve as an independent director at the Annual Meeting. Mr. Nauman has served as director of the Company since 2025 and as Chairman of the Board since March 26, 2026. Mr. Nauman was the Chairman and Chief Executive Officer of Alexco Resource Corp., Alexco Environmental Group Inc. and Asset Liability Management Group ULC until September 2022. He previously served as President of Viceroy Gold Corporation, Viceroy Minerals Corporation and was a director of Viceroy Resource Corporation, positions he held from February 1998 until February 2003. He also previously served on the Boards of Novagold Resources Inc, Nova Copper Inc (now Trilogy Metals Inc), and Spectrum Gold Inc. Mr. Nauman was a General Manager of Kennecott Minerals from 1993 to 1998 where he oversaw the permitting, redevelopment, startup and operation of the Greens Creek Mine, which lies within the Admiralty Island National Monument in Southeast Alaska. Mr. Nauman holds an Honours Bachelor of Science in Geology from Otago University, New Zealand. Mr. Nauman has more than 45 years of diversified operating experience in the mining industry ranging from exploration to mine construction and mine operations, as well as business development, mine financing and senior management in the precious metals, base metals and coal sectors. Rick Van Nieuwenhuyse. Mr. Van Nieuwenhuyse is being nominated for election to serve as a non-independent director at the Annual Meeting. Mr. Van Nieuwenhuyse was appointed to serve as President and Chief Executive Officer of the Company effective January 6, 2020. He stepped down as President on March 26, 2026 with the appointment of Mr. Khunkhun as President, but remains the Chief Executive Officer of the Company. He previously served as President and Chief Executive Officer of Trilogy Metals Inc. from January 2012 until December 2019. Between May 1999 and January of 2012, he served as the President and Chief Executive Officer of Novagold Resources Inc. He served as the Vice President of Exploration for Placer Dome from 1990 to 1997. Mr. Van Nieuwenhuyse holds a Candidature degree in Science from Université de Louvain, Belgium and a Masters of Science degree in Geology from the University of Arizona. Mr. Van Nieuwenhuyse currently serves on the board of directors of Valhalla Metals Inc. He served on the board of directors of Alexco Resource Corp. from 2006 to 2022 and Sandfire Resources America, Inc. (formerly, Tintina Resources Inc.) from 2008 until 2016. Mr. Van Nieuwenhuyse has over 40 years of experience in the minerals mining industry and brings significant industry and technical knowledge to the Company. Shawn Khunkhun. Mr. Khunkhun is being nominated for election to serve as a non-independent director at the Annual Meeting. Mr. Khunkhun was appointed to serve as President of the Company effective March 26, 2026. Mr. Khunkhun is a corporate finance and mining executive with over 20 years of expertise in capital markets and mineral exploration. Mr. Khunkhun previously served as Chief Executive Officer and director of Dolly Varden Silver Corporation from February 2020 through to the completion of the merger with Contango on March 26, 2026. Mr. Khunkhun previously served as CEO and is a current director of StrikePoint Gold Inc. since May 2013. Mr. Khunkhun also serves as director of Gladiator Metals Corp. since October 8, 2021 and director of Goldshore Resources Inc. since May 31, 2021. Mr. Khunkhun has more than 20 years of experience in the natural resource sector and brings significant industry and financial knowledge to the Company. Mike Cinnamond. Mr. Cinnamond is being nominated for election to serve as an independent director at the Annual Meeting. Mr. Cinnamond has served as a director of the Company since 2025. Mr. Cinnamond currently serves as Senior Vice President of Finance and Chief Financial Officer of B2Gold Corp., a position he has held since April 2014. Prior to his current position, Mr. Cinnamond was an audit partner at PricewaterhouseCoopers LLP, where he was the British Columbia Resources Leader for the Mining, Forestry and Energy and Utilities practices. Mr. Cinnamond was the President of the Canadian Institute of Mining for 2023-2024 and previously served as a Director at the Canuck Place Children’s hospice. He is a member of the Institute of Chartered Accountants of BC and also holds an LLB designation from the University of Exeter. Mr. Cinnamond has more than 25 years of experience in the mining industry sector and brings significant industry and financial knowledge to the Company. Tim Clark. Mr. Clark is being nominated for election to serve as an independent director at the Annual Meeting. Mr. Clark currently serves as Chief Executive Officer and Director of Fury Gold Mines Ltd. (a mineral resource exploration and development company). Mr. Clark has previously served as Managing Director at BMO Capital from June 2014 to December 2020. Mr. Clark has more than 23 years of experience in capital markets and brings significant industry and financial knowledge to the Company. Darren Devine. Mr. Devine is being nominated for election to serve as an independent director at the Annual Meeting. Mr. Devine is Principal of CDM Capital Partners, a firm that provides corporate finance advisory services to private and public companies, primarily in the natural resource sector. Mr. Devine is a former member of the TSX Venture Exchange’s Local Advisory Committee. Prior to founding CDM Capital, Mr. Devine qualified as a barrister and solicitor in British Columbia and in England & Wales and practiced exclusively in the areas of corporate finance and securities law. Mr. Devine has more than 20 years of experience in the natural resource sector and brings significant industry and legal knowledge to the Company. Brad Juneau. Mr. Juneau is being nominated for election to serve as an independent director at the Annual Meeting. Mr. Juneau, the Company’s co-founder, formerly served as the Company’s Chairman until March 26, 2026 and as President and Chief Executive Officer of the Company from December 2012 to January 6, 2020. Mr. Juneau was first appointed President, Acting Chief Executive Officer and director in August 2012 when the Company’s co-founder, Mr. Kenneth R. Peak received a medical leave of absence. Mr. Juneau was appointed Chairman of the Board in April 2013. Mr. Juneau is the sole manager of the general partner of Juneau Exploration L.P. (“JEX”), an oil and gas exploration and production company. Prior to forming JEX in 1998, Mr. Juneau served as Senior Vice President of Exploration for Zilkha Energy Company from 1987 to 1998. Prior to joining Zilkha Energy Company, Mr. Juneau served as Staff Petroleum Engineer with Texas International Company for three years, where his principal responsibilities included reservoir engineering, as well as acquisitions and evaluations. Prior to that, he was a production engineer with Enserch Corporation in Oklahoma City. Mr. Juneau holds a Bachelor of Science degree in Petroleum Engineering from Louisiana State University. Mr. Juneau previously served as a Director of Contango Oil & Gas from April 2012 to March 2014, and is currently a director of Talos Energy. Mr. Juneau, as the Company’s co-founder, has substantial history and familiarity with the Company, and significant technical knowledge. There are no family relationships between any of our directors or executive officers.
Annual Election of Directors
Annual Election of Directors In order to create greater alignment between the Board’s and our stockholders’ interests and to promote greater accountability to the stockholders, directors are elected annually.
Compensation of Directors
Compensation of Directors As of December 31, 2025 , the independent directors received cash compensation of $25,000 per quarter with Mr. Juneau, the former Chairman of the Board, receiving $35,000 per quarter. During the fiscal year ended December 31, 2025, restricted shares of Common Stock, vesting in March 2027, were granted to non-employee directors. Messrs Cinnamond and Nauman each received 7,550 shares of restricted Common Stock, Messrs. Freeman, Shortz and Green each received 19,050 shares of restricted Common Stock and Mr. Juneau received 22,900 shares of restricted Common Stock. There were no other payments for meetings attended or service as chair of a committee. Compensation of directors is determined by the independent directors. Directors who are also executives of the Company do not receive compensation for serving as a director or as a member of a committee of the Board. All directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with serving as a member of the Board.
Director Compensation Table
Director Compensation Table The following table sets forth the compensation paid by the Company to directors for the fiscal year ended December 31, 2025:
Director Compensation Table
| Name (1) | Fees or paid in cash ($) | Stock Awards ($) (2) | Option Awards ($) | All other compensation ($) | Total ($) | | Brad Juneau | 120,000 | 237,702 | — | — | 357,702 | | Mike Cinnamond (3) | 55,495 | 150,019 | — | — | 205,514 | | Joseph S. Compofelice (4) | 105,000 | 197,739 | — | — | 302,739 | | Curtis J. Freeman (5) | 105,000 | 197,739 | — | — | 302,739 | | Darwin Green (6) | 110,000 | 197,739 | — | — | 307,739 | | Clynt Nauman (7) | 55,495 | 150,019 | — | — | 205,514 | | Richard A. Shortz (8) | 110,000 | 197,739 | — | — | 307,739 |
Director Compensation Table
| (1) Mr. Van Nieuwenhuyse, the Company’s Chief Executive Officer, is not included in this table as he was an executive of the Company as of December 31, 2025 and the compensation he received as executive of the Company is shown in the Summary Compensation Table. He did not receive any additional compensation due to his position on the Board. |
Director Compensation Table
| (2) The amounts shown represent the aggregate grant date fair value of restricted stock granted in the fiscal year ended December 31, 2025 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, 2025, included in the 2025 Annual Report. Fair value is based on 100% of the closing price per share of our Common Stock on the date of grant. As of December 31, 2025, Mr. Juneau, Mr. Compofelice, Mr. Freeman, Mr. Green , Mr. Shortz, Mr. Nauman, and Mr. Cinnamond each held 695,702, 178,548, 162,666, 85,050, 14,550 , and 15,694 shares of stock and restricted stock, respectively. |
Director Compensation Table
| (3) Mr. Cinnamond joined the Board on June 10, 2025. |
Director Compensation Table
| (4) Mr. Compofelice did not stand for re-election to the Board at the June 10, 2025 Annual Meeting. |
Director Compensation Table
| (5) Mr. Freeman did not stand for re-election to the Board at the June 10, 2025 Annual Meeting. |
Director Compensation Table
| (6) Mr. Green resigned as a director on March 26, 2026 pursuant to the Arrangement Agreement. |
Director Compensation Table
| (7) Mr. Nauman joined the Board on June 10, 2025. |
Director Compensation Table
| (8) Mr. Shortz resigned as a director on March 26, 2026 pursuant to the Arrangement Agreement. |
Market Compensation Data
Market Compensation Data The Company has selected a 2025 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 the following 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 March 17, 2026, Company stockholders approved the 2026 Omnibus Incentive Plan (the “2026 Omnibus Plan”). The 2026 Omnibus Plan will be the primary vehicle for granting future equity awards to individuals who are eligible employees of the Company and Dolly Varden. 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, 2025:
Equity Award Mechanics
| Name | LTIP Target | LTIP Awarded (1) | | Rick Van Nieuwenhuyse | 210% of base salary | $1,020,354 | | Mike Clark | 150% of base salary | $380,946 |
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, 2025 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, 2025, included in the 2025 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, 2025. 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 of 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 Results | Weighting | Achievement | | Operational performance | • Manh Choh Mine – Met targets for gold production and operating costs. • Johnson Tract Project – Successfully completed Initial Assessment, successfully completed objectives of permitting underground development access with the State and initiating baseline studies for port and road easements. • Lucky Shot Project – Commenced underground drilling program, and maintained care and maintenance. | 100 | 137.5 | | Safety, environment, sustainability | • Maintained compliance with site safety programs. • Operated within water and mining permit conditions for all sites. | 25 | 28.8 |
Annual Incentive Plan
| Goal | Performance Objective Results | Weighting | Achievement | | | • Developed sustainability strategy and timeline for delivery. Completed materiality assessment and defined sustainability metrics, including data management. | | | | Corporate development | • Entered into definitive agreement to merge with Dolly Varden. | 40 | 80 | | Share performance | • Overall share performance increased by 167% during year and performed in 2 nd quartile against peer group. | 100 | 156 | | Reserve and resource replacement | • Completed successful exploration drilling program at Manh Choh and commenced underground exploration program at Lucky Shot project. | 40 | 34 | | Financial | • Completed $50 million equity raise. • Effective communication and outreach with existing and new shareholders, conferences, effective communication strategy. • Remained in compliance with all loan agreements. • Restructured Credit Facility to re-align principal repayments and hedge deliveries with updated mine plan. • Completed transition to new accounting system and finance team transition, citing no major issues with financial reporting. | 95 | 126 | | Total | | 400 | 562 | | Corporate Result Approved by Board of Directors | | | 140% |
Short-Term Incentive Awards
Short-Term Incentive Awards In addition, the Compensation Committee adopted a Short-Term Incentive Plan (the “STIP”), for the benefit of Mr. Van Nieuwenhuyse and Mr. Clark, which is paid in a combination of cash and equity. Pursuant to the terms of the STIP, the Compensation Committee establishes performance objectives each year (see table above) and evaluates the extent to which, if any, Mr. Van Nieuwenhuyse or Mr. Clark meet such goals. For 2025, the Company decided to settle the STIP in cash. The following table outlines the details of the STIP calculation for the fiscal year ended December 31, 2025:
Short-Term Incentive Awards
| Name | STIP Target (%) | Individual Score (%) | Corporate Score (%) | Weighted Score (%) (1) | STIP Awarded ($) (2) | 2025 STIP Awarded in Cash ($) (2) | | Rick Van Nieuwenhuyse | 110% of base salary | 140% | 140% | 140% | $768,000 | $768,000 | | Mike Clark | 80% of base salary | 140% | 140% | 140% | $363,000 | $363,000 |
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 amounts payable in cash to the executive officers for STIP were accrued as of December 31, 2025. |
Short-Term Incentive Awards
The Company sponsors a 401(k) plan and, in Canada, a Registered Retirement Savings Plan (“RRSP”) in which all employees are eligible to participate. Under the plans, the Company currently matches 100% of an employee’s contributions up to 10% of gross wages, subject to IRS and Canada Revenue Agency limitations.
Employment and Severance Agreements
Employment and Severance Agreements The Company has an employment agreement with Mr. Van Nieuwenhuyse (the “CEO Employment Agreement”), pursuant to which he receives a base salary of $600,000 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 a lump sum payment of 12 months of his regular base salary, a lump sum payment of 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 (24 months of base salary and bonus amounts). 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 $400,000 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 a lump sum payment of 12 months of his regular base salary, a lump sum payment of 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 (24 months of base salary and bonus amounts). 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. The Company has an employment agreement with Mr. Khunkhun (the “President Employment Agreement”), pursuant to which he receives a base salary of $450,000 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 restricted stock units and/or options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board. The President Employment Agreement stipulates that Mr. Khunkhun will receive a lump sum payment of 12 months of his regular base salary, a lump sum payment of all bonus amounts paid in the 12 months preceding the termination, and reimbursement for premiums reasonably necessary to obtain individual health insurance for 12 months following the termination or the date he becomes eligible for group health insurance 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. Khunkhun is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control (24 months of base salary and bonus amounts). Any payment of severance benefits to him under the Employment Agreement is conditioned on his timely agreement to, and of, a full and final release of all actions and claims in favor of the Company and his compliance with all applicable restrictive covenants under the President Employment Agreement.
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 $100,000 for the fiscal year ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position(s) | Fiscal Year | Salary ($) | Bonus ($) (1) | Restricted Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Rick Van Nieuwenhuyse | 2025 | 500,000 | 768,000 | 1,020,354 | 23,500 | 2,311,854 | | President and Chief Executive Officer | 2024 | 500,000 | 375,000 | 737,900 | 23,000 | 1,635,900 | | Mike Clark (4) | 2025 | 325,000 | 363,000 | 380,946 | 23,500 | 1,092,446 | | EVP, Chief Financial Officer and Secretary | 2024 | 300,000 | 112,500 | 298,300 | 22,727 | 733,527 |
Summary Compensation Table
| (1) The bonus can be settled in a combination of cash and equity. For the fiscal year ended December 31, 2025, the bonus was settled in cash. |
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 |
Summary Compensation Table
| these amounts are discussed in Note 11 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2025, included in the 2025 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 $10.38 per share with a vesting date of March 12, 2027. |
Summary Compensation Table
| (3) Amounts in the Other Compensation column relates to the Company’s 401(k) and RRSP matching contributions. |
Summary Compensation Table
| (4) Reflects salary increase, on pro rata basis to $350,000 commencing July 1, 2025. |
Summary Compensation Table
The Summary Compensation Table should be read in conjunction with the preceding “Compensation Discussion and Analysis,” which provides detailed information regarding our compensation philosophy and objectives.
Outstanding Equity Awards at Fiscal
Outstanding Equity Awards at Fiscal
Disclosure
| | Summary Compensation Table Total for CEO (1) ($) | 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 ($) | | 2025 | 2,311,854 | 5,206,473 | 1,092,446 | 1,933,345 | 441.00 | (36,087) | | 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) |
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 impact 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.