Deborah Friedman
Golden MineralsAbout Deborah Friedman
Deborah J. Friedman (age 72) is an independent director of Golden Minerals Company (AUMN) since 2021, with 35+ years in mining-focused corporate law and governance. She is a retired partner at Davis Graham & Stubbs LLP and previously served as Senior VP, General Counsel and Corporate Secretary at Golden Minerals (2009–2015) and Apex Silver Mines (2007–2009); she holds a BA from the University of Illinois and a JD from the University of Michigan Law School . She has served on the board of Vista Gold (NYSE American: VGZ; TSX: VGZ) since March 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Davis Graham & Stubbs LLP (Denver) | Partner (retired) | Prior to 2021; career focus on mining law | Corporate finance, securities, governance, M&A for public/private mining companies |
| Golden Minerals Company | Senior VP, General Counsel & Corporate Secretary | 2009–2015 | Split time between Company and DGS; governance and transactions |
| Apex Silver Mines Limited | Senior VP, General Counsel & Corporate Secretary | 2007–2009 | Predecessor to Golden Minerals |
| Cyprus Amax Minerals; AMAX Gold Inc. | Legal department roles incl. General Counsel | ~16 years (pre-2000) | Corporate legal leadership in mining |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vista Gold Corp (VGZ) | Director | Since March 2019 | NYSE American/TSX dual-listed; mining sector |
Board Governance
- Committee assignments (2025): Chair, Corporate Governance & Nominating; Member, Audit; Member, Compensation .
- Audit Committee: All members independent and financially sophisticated; Audit Chair is Kevin Morano; Friedman is a member .
- Independence: Board determined all current directors except the CEO are independent; Friedman is independent .
- Attendance: 2023 board held 15 meetings; each director attended ≥90% (Watkins missed two). 2024 board held 28 meetings; each director attended >75% .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 15 | 28 |
| Friedman attendance rate | ≥90% | >75% |
| Committee roles | Audit member; Corp Gov chair | Audit member; Corp Gov chair; Compensation member |
| Independence status | Independent | Independent |
Fixed Compensation
- Structure (pre-Dec 1, 2024): $20,000 annual cash retainer; $1,000 per board meeting; $1,000 per committee meeting; +$30,000 chair retainer (Board Chair); +$5,000 Audit Chair retainer. Effective Dec 1, 2024, cash compensation for non-employee directors ceased due to Company’s financial condition; 2023–2024 fees were accrued and ~50% paid in Dec 2024 .
- 2023 director fees were accrued, not paid (no equity grants due to limited share availability) .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $41,000 | $55,000 (approx. half paid Dec 2024) |
| Committee chair fees applicable? | No (Corp Gov Chair not separately paid) | No (Corp Gov Chair not separately paid) |
| Meeting fees policy | $1,000 per board/committee meeting | Same policy until Dec 1, 2024 (then cash ceased) |
Performance Compensation
- Equity awards: Non-employee directors received discretionary RSU grants under the 2023 Plan; in 2024, each received 100,000 RSUs (grant-date fair value $41,280 for Friedman). RSUs typically vest on the first anniversary of grant; directors receive shares upon termination of board service; accelerate upon Change of Control .
- Plan terms (2023/2025): Minimum 1-year cliff vesting; dividends accrue but pay only if vested; no repricing without shareholder approval; Change of Control allows acceleration if awards not assumed; participants subject to clawback policy .
| Award Detail | 2023 | 2024 |
|---|---|---|
| RSU grant (shares) | None (limited availability) | 100,000 RSUs |
| Grant-date fair value ($) | — | $41,280 |
| Vesting | — | 1-year cliff; or upon Change of Control |
| Outstanding RSUs at YE | — | 108,000 (aggregate outstanding stock awards) |
| Plan clawback coverage | Yes (participants subject to Company clawback policy) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Vista Gold (VGZ) | Director | Sector overlap (gold mining); no related-party transactions disclosed by AUMN |
Expertise & Qualifications
- Mining-specialist corporate attorney with deep governance, securities, corporate finance, and M&A experience across U.S. and international mining companies .
- Recognitions: International Who’s Who of Mining Lawyers; Best Lawyers in America© .
- Audit committee “financially sophisticated” status per NYSE American standards (committee-wide); legal and governance leadership as Corporate Governance & Nominating Chair .
Equity Ownership
| Ownership Metric | Mar 18, 2024 | Mar 31, 2025 |
|---|---|---|
| Beneficial ownership (shares/units) | 8,000 RSUs (vested/vesting ≤60 days) | 8,000 RSUs (vested/vesting ≤60 days) |
| % of outstanding shares | * (<1%) | * (<1%) |
| Outstanding stock awards (aggregate, YE prior year) | — | 108,000 outstanding stock awards (RSUs) |
Note: The proxy shows beneficial ownership including securities vesting within 60 days; directors’ deferred RSUs convert to common upon cessation of service .
Related Party & Conflicts
- Policy oversight: Audit Committee reviews related-party transactions; Code of Ethics prohibits conflicts; board annually reviews independence via director questionnaires .
- Disclosures: No related-party transactions involving Friedman were disclosed; she is independent despite prior employment at AUMN and DGS arrangement (2009–2015) .
Compensation Committee Analysis
- Composition: 2024—Morano (Chair), Clevenger, Watkins (independent; no consultants retained) . 2025—Morano (Chair), Clevenger, Watkins (Friedman is a member of Compensation Committee per “Board and its Committees”) .
- Practices: No repricing allowed; minimum vesting; clawback adopted in 2023; equity plan expanded/evergreen in 2025 to 20% of outstanding shares to align incentives and conserve cash .
Say‑On‑Pay & Shareholder Feedback
- 2021 say‑on‑pay support: ~94.8% approval (context for overall compensation governance) .
Governance Assessment
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Strengths:
- Deep mining governance and legal expertise; chairs Corporate Governance & Nominating, aiding board effectiveness and refreshment .
- Independence affirmed; Audit/Compensation committee roles support oversight breadth; attendance strong (≥90% in 2023; >75% in 2024) .
- Equity-linked pay (RSUs) improves alignment; clawback coverage and minimum vesting enhance governance discipline .
-
Watch items / RED FLAGS:
- Cash compensation ceased effective Dec 1, 2024 due to financial condition—signals liquidity stress and potential board resourcing challenges; reliance on equity may introduce dilution risk for shareholders .
- 2025 “evergreen” equity plan raising authorization to 20% of outstanding shares increases dilution potential; robust oversight needed from Governance/Compensation Committees to prevent award inflation .
- Sector interlock with Vista Gold warrants monitoring for information flows and competitive sensitivities, though no related‑party transactions are disclosed and independence is affirmed .
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Overall: Friedman’s legal/governance pedigree and committee leadership are positives for board effectiveness and investor confidence. Dilution risks from expanded equity plan and cash constraints should be balanced with transparent grant practices and continued adherence to independence and attendance standards .