David Watkins
Golden MineralsAbout David H. Watkins
David H. Watkins (age 80) is an independent director of Golden Minerals Company (AUMN) with over 50 years in mining, serving on the board since March 2009 . He holds a B.A. in Geology from Queen’s University (Kingston) and an M.S. in Geology from Carleton University, and completed the Executive Business Program at the University of Western Ontario . Watkins is a member of the Canadian Institute of Mining and Metallurgy, Geological Association of Canada, Geological Society of Nevada, and Prospectors and Developers Association of Canada .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atna Resources Ltd. | Chairman | 2011–2016 | Led governance through late-stage gold operations |
| Atna Resources Ltd. | Executive Chairman | Jun 2010–Jun 2011 | Transition oversight and strategic direction |
| Atna Resources Ltd. | Chief Executive Officer | Mar 2000–Jun 2010 | Operational turnaround and development leadership |
| Cyprus Amax Minerals Company | SVP, Exploration | 1993–1999 | Oversight of global exploration (copper, gold, moly, lithium, coal) |
| Minova Inc. | President | Prior to Cyprus Amax | Precious/base metals operations in Canada |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Euro Resources S.A. | Director | Current | Board oversight; mining focus |
| Enduro Metals Corporation | Director | Current | Board oversight; exploration focused |
| Commander Resources Ltd. | Director | Current | Board oversight; project generation model |
| Argonaut Gold Inc. | Director | Prior | Prior public company board experience |
| Rio Novo Gold Inc. | Director | Prior | Prior public company board experience |
| Camino Minerals Corporation | Director | Prior | Prior public company board experience |
| Valley High Ventures | Director | Prior | Prior public company board experience |
| Maudore Minerals Ltd. | Director | Prior | Prior public company board experience |
| Canplatts Inc. | Director | Prior | Prior public company board experience |
| Bearing Lithium Corporation | Director | Prior | Prior public company board experience |
| Landdrill International Inc. | Director | Prior | Prior public company board experience |
Board Governance
- Committee memberships: Audit Committee; Compensation Committee; Corporate Governance & Nominating Committee (member of all three; chairs are Morano (Audit), Morano (Compensation), Friedman (Governance)) .
- Independence: Board determined all directors other than the CEO are independent under NYSE American standards; Audit Committee members (including Watkins) are independent and financially sophisticated .
- Attendance: Board held 28 meetings in 2024; each director attended >75% of aggregate Board and relevant Committee meetings. Audit Committee met 5 times; Compensation Committee 1 time; Corporate Governance & Nominating 2 times in 2024 .
- Audit Committee financial expert: Morano; Watkins is a financially sophisticated, independent member (not designated financial expert) .
- Executive sessions: Audit Committee holds executive sessions with the independent auditors as appropriate .
Fixed Compensation
| Component | Policy/Rate | Period | Watkins 2024 Amount ($) |
|---|---|---|---|
| Annual cash retainer | $20,000 (pre-Dec 1, 2024) | Until Dec 1, 2024 | Included in fees |
| Board meeting fee | $1,000 per meeting | Until Dec 1, 2024 | Included in fees |
| Committee meeting fee | $1,000 per meeting | Until Dec 1, 2024 | Included in fees |
| Chair retainers | $30,000 (Board Chair), $5,000 (Audit Chair) | Until Dec 1, 2024 | Not applicable to Watkins |
| Cash comp change | Cash compensation suspended effective Dec 1, 2024 | From Dec 1, 2024 | Policy change |
| Fees earned or paid in cash (accrual basis) | — | 2024 | $45,000 |
| Cash paid from accrued fees | ~50% of accrued (paid Dec 2024) | 2023–2024 accrual | $40,500 |
Notes:
- Non-employee directors’ cash fees in 2023–2024 were accrued; ~50% of the accrued amounts were paid in December 2024 to conserve cash .
- Watkins did not receive chair retainers; those applied to Clevenger (Board Chair) and Morano (Audit Chair) .
Performance Compensation
| Award Type | Grant | Number of Units | Grant-Date Fair Value ($) | Vesting | Change-of-Control Treatment | Notes |
|---|---|---|---|---|---|---|
| RSUs (Director annual) | 2024 | 100,000 | 41,280 | Typically vest on first anniversary; payout upon board departure | RSUs vest on the earlier of first anniversary or a Change of Control (as defined) | Non-employee directors may receive RSUs under 2023 Plan |
| Outstanding RSUs at 12/31/2024 (director total) | — | 129,493 | — | Various legacy awards | As above | Watkins’ aggregate outstanding stock awards count |
Additional provisions affecting director equity awards:
- Minimum 1-year cliff vesting for equity awards under Amended and Restated 2023 Equity Incentive Plan, except as the board approves .
- Clawback: Participants (including non-employee directors receiving equity awards) agree to be bound by the Company’s clawback policy; the board adopted a clawback policy compliant with Rule 10D-1 and NYSE American listing rules in 2023 .
- The Compensation Committee recommended adoption of the Amended and Restated 2023 Equity Incentive Plan to move to a 20% “evergreen” share limit; Board unanimously adopted subject to stockholder approval .
Other Directorships & Interlocks
| Relationship Type | Counterparty | Nature | Potential Interlock/Conflict |
|---|---|---|---|
| Current public boards | Euro Resources S.A.; Enduro Metals Corp.; Commander Resources Ltd. | Director | Mining sector overlap; no AUMN-related transactions disclosed |
| Compensation Committee interlocks | None reported | — | None in 2024 for Committee members (including Watkins) |
Expertise & Qualifications
- Technical expertise: Mineral exploration leadership across base and precious metals in South America and other regions; executive roles in small public mining companies; familiarity with technical exploration, financing, and management issues faced by such companies .
- Financial sophistication: Independent Audit Committee member deemed financially sophisticated under NYSE American standards .
- Legal/governance context: Indemnification agreements are in place for directors; Audit Committee charter, Compensation Committee charter, and Corporate Governance & Nominating Committee charter published and in effect .
Equity Ownership
| Holder | Shares Held Directly | RSUs Counted in Beneficial Ownership | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| David H. Watkins | 400 | 29,493 | 29,893 | <1% |
Notes:
- Beneficial ownership includes securities vested or vesting within 60 days of March 31, 2025 .
Governance Assessment
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Strengths
- Tenured independent director with deep mining exploration experience; active across three key committees, enhancing board effectiveness .
- Audit Committee independence and financial sophistication; established committee charters and executive sessions with auditors indicate robust oversight .
- Equity-based director compensation with minimum vesting requirements and clawback policy alignment improves long-term alignment and accountability .
-
Concerns and potential RED FLAGS
- Evergreen equity plan allowing issuance up to 20% of outstanding shares may heighten dilution risk; Watkins serves on the Compensation Committee that recommended its adoption .
- Suspension of cash director compensation due to financial condition signals liquidity constraints and governance tradeoffs; reliance on equity awards increases dilution sensitivity .
- No formal written related-party transaction policy (review conducted via Audit Committee Charter and Code of Ethics instead); elevates process risk versus formal policy peers .
- Compensation Committee did not engage independent compensation consultants in 2024, which may limit external benchmarking rigor .
- Executive change-of-control arrangements include excise tax gross-ups—generally shareholder-unfriendly; as a Compensation Committee member, Watkins participates in oversight of such policies .
Overall, Watkins’ extensive sector experience and broad committee involvement support governance quality and board effectiveness. However, the company’s equity plan design and cash conservation posture (suspending director cash fees) introduce alignment and dilution considerations that investors should monitor, with Watkins positioned centrally on the Compensation and Governance committees overseeing these areas .