Jeffrey Clevenger
Golden MineralsAbout Jeffrey G. Clevenger
Jeffrey G. Clevenger, age 75, is Chairman of the Board of Golden Minerals (AUMN) and has served on the Board since March 2009; he previously served as President (March 2009–May 2015) and CEO (March 2009–September 2015) and brings 50 years of mining industry experience . He holds a B.S. in Mining Engineering with Honors from the New Mexico Institute of Mining and Technology and completed Harvard’s Advanced International Senior Management Program; he is a member of the American Institute of Mining, Metallurgical and Petroleum Engineers and the Metallurgical Society of America . The Board has determined he is independent under NYSE American standards (all directors except the current CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Golden Minerals Company | Chairman of the Board | March 2009–present | Board leadership since inception |
| Golden Minerals Company | President | March 2009–May 2015 | Executive leadership |
| Golden Minerals Company | Chief Executive Officer | March 2009–September 2015 | Executive leadership |
| Apex Silver Mines Limited (predecessor to AUMN) | Director; President & CEO | Oct 2004–March 2009 | Led predecessor operations |
| Cyprus Amax Minerals Company | Senior VP; Executive VP | 1993–1998; 1998–1999 | Senior operating/finance roles |
| Cyprus Climax Metals / Cyprus Copper Company | President | 1993–1999 | Ran integrated copper/moly producer |
| Cyprus Copper Company | Senior Vice President | Aug 1992–Jan 1993 | Operations leadership |
| Phelps Dodge Corporation | Various technical/management/executive roles; President & GM, Phelps Dodge Morenci, Inc. | 1973–1992 | Large-scale mine leadership |
| Independent consultant | Mining industry consultant | 1999–2004 | Strategic advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Institute of Mining, Metallurgical and Petroleum Engineers | Member | Not disclosed | Professional affiliation |
| Metallurgical Society of America | Member | Not disclosed | Professional affiliation |
No current public company directorships for Clevenger are disclosed in the 2025 proxy beyond Golden Minerals .
Board Governance
- Independence: Board determined all current directors other than the CEO are independent; Clevenger (former CEO) is independent at present .
- Attendance: In 2024, the Board met 28 times; each director attended more than 75% of Board and committee meetings of which they were members . Three directors attended the 2024 annual meeting (May 9, 2024) .
- Committees and meeting frequency:
- Audit Committee: Morano (Chair), Friedman, Watkins; met 5 times in 2024 .
- Compensation Committee: Morano (Chair), Clevenger, Watkins; met 1 time in 2024 .
- Corporate Governance & Nominating Committee: Friedman (Chair), Clevenger, Watkins; met 2 times in 2024 .
| Committee | Role | Membership | 2024 Meetings |
|---|---|---|---|
| Compensation | Member | Kevin R. Morano (Chair), Jeffrey G. Clevenger, David H. Watkins | 1 |
| Corporate Governance & Nominating | Member | Deborah J. Friedman (Chair), Jeffrey G. Clevenger, David H. Watkins | 2 |
Compensation Committee interlocks: Except for Clevenger’s prior officer service (President to May 2015; CEO to September 2015), no committee member has ever been an officer/employee; no reportable transactions with the Company in 2024 .
Fixed Compensation
- Policy: Prior to December 1, 2024, non-employee director pay included a $20,000 annual retainer; $1,000 per Board meeting attended; $1,000 per committee meeting attended; $30,000 additional annual retainer for the Board Chair; and $5,000 annual retainer for the Audit Chair . Effective December 1, 2024, non-employee directors ceased to receive cash compensation due to the Company’s financial condition; 2023–2024 fees were accrued (about half paid in December 2024) .
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $20,000 | Pre-Dec 1, 2024 structure |
| Board meeting fee | $1,000 per meeting | In-person or telephone |
| Committee meeting fee | $1,000 per meeting | In-person or telephone |
| Chairman retainer | $30,000/year | Paid through Nov 2024 |
| Audit Chair retainer | $5,000/year | Applies to Audit Chair |
| Cash fees earned by Clevenger (2024) | $79,000 | Accrued; ~50% paid Dec 2024 ($73,500) |
| Cash compensation policy change | Cash compensation suspended effective Dec 1, 2024 | Due to financial condition |
Performance Compensation
- Equity grants: Non-employee directors received 100,000 RSUs in 2024; RSUs typically vest on the first anniversary of grant, or upon a Change of Control as defined in the 2023 Plan; directors are entitled to one unrestricted share for each vested RSU upon termination of Board service under the Deferred Compensation Plan . The Company currently does not grant new stock options or similar option-like awards .
| Metric/Item | 2024 Value/Detail | Vesting | Fair Value |
|---|---|---|---|
| RSU grant to non-employee directors (including Clevenger) | 100,000 units | First anniversary or Change of Control | $41,280 grant-date fair value |
| Outstanding stock awards (Clevenger) at 12/31/2024 | 133,600 units | Vests per plan terms | Not separately disclosed |
| Options granted (directors) | None currently | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (besides AUMN) | None disclosed for Clevenger |
| Prior public company-related roles | Director/CEO of Apex Silver Mines Limited (AUMN predecessor) |
| Compensation Committee interlocks | Committee members independent; except Clevenger’s prior officer status; no reportable transactions in 2024 |
Expertise & Qualifications
- 50 years of mining industry experience across operations, management, and executive leadership (Phelps Dodge, Cyprus Amax, Apex Silver) .
- Education: B.S. Mining Engineering (New Mexico Institute of Mining and Technology, Honors); Harvard Advanced International Senior Management Program .
- Professional affiliations: Member of AIME and Metallurgical Society of America .
Equity Ownership
| Holder | Common Shares Held Directly | RSUs (vested or vesting ≤60 days) | Total Beneficial Ownership (shares/units) | % of Shares Outstanding |
|---|---|---|---|---|
| Jeffrey G. Clevenger | 22,508 | 33,600 | 56,108 | <1% |
Spousal holdings: 128 shares owned by Clevenger’s spouse; Clevenger disclaims beneficial ownership of these shares .
Aggregate outstanding stock awards for Clevenger at 12/31/2024: 133,600 units .
Governance Assessment
- Board effectiveness and engagement: High meeting cadence (28 Board meetings in 2024) with >75% attendance by each director suggests active oversight and engagement .
- Independence and structure: Clevenger is independent under NYSE American despite prior executive roles; Board leadership retained with experienced Chair; majority of Board is independent .
- Compensation alignment: Cash director fees suspended effective Dec 1, 2024 due to financial condition; equity RSUs provide some alignment, but beneficial ownership remains <1%, indicating limited “skin in the game” at current levels .
- Potential conflicts and controls: Company lacks a formal written related-party transaction policy but relies on Audit Committee Charter and Code of Ethics; Audit Committee reviews related-person transactions at least annually, and independence is reassessed via annual questionnaires—mitigating but not eliminating process risk (note as a governance caution) .
- Equity plan risk indicators: The Second Amendment to the 2023 Equity Incentive Plan allows Board-approved immediate vesting and no individual issuance limit, though it prohibits repricing without shareholder approval; minimum 1-year vesting applies unless otherwise approved by the Board—flexibility is useful in distress but can raise investor-alignment concerns if misused .
Signals of Engagement
- Public communications: As Board Chair, Clevenger commented on CEO transition and strategic priorities (cost reduction, project value generation) in the June 18, 2024 press release, reflecting active leadership during management change .