Kevin Morano
Golden MineralsAbout Kevin Morano
Kevin R. Morano (age 71) has served as an independent director of Golden Minerals Company (AUMN) since March 2009 and currently chairs both the Audit Committee and the Compensation Committee; the Board has designated him an “Audit Committee Financial Expert” under Item 407(d)(5) of Regulation S‑K . He brings 45+ years of mining and corporate finance experience, including senior executive roles at ASARCO (President/COO; EVP; CFO), CFO stints at Exide Technologies and Lumenis Ltd., and is Managing Principal of KEM Capital LLC; he holds a B.Sc. in Finance (Drexel) and an MBA (Rider) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ASARCO Incorporated | President & COO; EVP; CFO | 21-year career, acquired by Grupo Mexico in Dec 1999 | Senior operating and finance leadership at global copper miner |
| Exide Technologies | Chief Financial Officer | May 2000 – Oct 2001 | Corporate turnaround/finance experience |
| Lumenis Ltd. | CFO; SVP Marketing & Business Development | Mar 2002 – Mar 2007 | Cross-functional finance and commercial leadership |
| Southern Peru Copper Corporation | Director (prior) | Not disclosed | Board oversight at a major copper producer |
| Coeur d’Alene Mines | Director (prior) | Not disclosed | Precious metals board experience |
| Apex Silver | Director (prior) | Not disclosed | Sector board exposure; predecessor to Golden Minerals |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Bear Creek Mining Company | Director | Current (as of 2025 proxy) | Public miner; potential industry overlap with AUMN |
Board Governance
- Committee leadership: Chair, Audit Committee and Chair, Compensation Committee; both committees are fully independent under NYSE American standards .
- Audit Committee expertise: Board determined Morano qualifies as an “Audit Committee Financial Expert” .
- Board/Committee activity: Board met 28 times in 2024; Audit Committee met 5 times; Compensation Committee met once; Corporate Governance & Nominating met twice .
- Attendance: Each director attended >75% of aggregate Board and applicable Committee meetings in 2024 .
- Annual meeting participation: Three directors attended the May 9, 2024 annual meeting (attendance encouraged but not required) .
- Audit Committee process: Regular meetings including executive sessions with auditors; oversight of auditor selection, fees, and internal control/financial reporting reviews .
- Committee charters: Audit, Compensation, and Corporate Governance & Nominating charters are posted on the company website (references in proxy) .
Fixed Compensation (Director)
| Component | Amount ($) | Timing/Notes |
|---|---|---|
| Cash fees earned (Morano, 2024) | 61,000 | Accrued through Nov 2024; ~50% of accrued multi‑year fees paid in Dec 2024; Morano received $50,000 cash in Dec 2024 |
| RSU grant (Morano, 2024) | 41,280 | 100,000 RSUs granted to each non‑employee director in 2024; fair value per FASB ASC 718 |
| Audit Committee Chair retainer | 5,000 | Additional annual cash retainer for Audit Chair (Morano) in 2024 |
| Cash program terms (pre‑Dec 1, 2024) | — | $20,000 annual retainer; $1,000 per Board meeting; $1,000 per Committee meeting; +$30,000 Board Chair; +$5,000 Audit Chair |
| Cash suspension (effective Dec 1, 2024) | — | Non‑employee directors stopped receiving cash comp due to company’s financial condition; fees in 2023–2024 accrued, ~50% paid Dec 2024 |
- Mix and structure: For 2024, Morano’s disclosed total director compensation was $102,280, ~60% cash ($61,000) and ~40% equity ($41,280) before the Dec 1 cash suspension .
Performance Compensation (Director)
| Element | Metric(s) | Vesting/Trigger | Notes |
|---|---|---|---|
| RSUs (non‑employee directors) | None disclosed (time‑based) | Vest on first anniversary of grant OR upon Change of Control per 2023 Plan | No performance‑metric linkage disclosed for director RSUs; amounts reflect grant‑date fair value under ASC 718 |
| Options/SARs | Not granted currently | — | Company states it does not currently grant new option‑like awards; no timing policy applicable |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Governance Note |
|---|---|---|---|
| Bear Creek Mining Company | Director | Same industry (mining) as AUMN | No related‑party transactions disclosed with AUMN in 2024; committee members reported no reportable transactions |
Expertise & Qualifications
- Mining leadership and finance expertise from ASARCO, Exide, and Lumenis; Managing Principal at KEM Capital LLC .
- Recognized financial oversight: Audit Committee Financial Expert designation; chairs both Audit and Compensation committees .
- Education: B.Sc. Finance (Drexel University); MBA (Rider University) .
Equity Ownership
| Holder | Common Shares | RSUs (vesting ≤60 days) | Total Beneficial | % Outstanding | Notes |
|---|---|---|---|---|---|
| Kevin R. Morano (as of Mar 31, 2025) | 280 | 29,493 | 29,773 | <1% | Proxy counts RSUs vesting within 60 days as beneficial; percentage <1% |
| Outstanding stock awards (Morano, Dec 31, 2024) | — | 129,493 | — | — | Aggregate outstanding director stock awards; includes RSUs not all within 60 days |
- Pledging/hedging: No pledging or hedging disclosures for Morano in proxy; insider trading policy referenced to 2024 Form 10‑K .
- Ownership guidelines: Not disclosed for directors in proxy; directors may use non‑employee directors’ Deferred Compensation and Equity Award Plan .
Governance Assessment
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Strengths:
- Dual committee chair roles (Audit and Compensation) with formal financial expert designation support board oversight credibility .
- High board engagement (28 meetings) and >75% attendance; Audit Committee holds executive sessions with auditors, indicating robust oversight practice .
- Shift to equity emphasis and cash conservation from Dec 1, 2024 aligns director incentives with shareholder outcomes during financial stress .
-
Risks and RED FLAGS:
- No formal written policy for related‑party transactions (reliance on Audit Committee Charter and Code of Ethics); annual review process exists but absence of policy can be viewed as a governance weakness .
- Low personal share ownership (<1%) reduces direct “skin‑in‑the‑game,” though RSU awards provide some alignment .
- Compensation Committee met only once in 2024, which may limit cadence of pay oversight during a year of material equity plan amendments and cash compensation changes .
- Company stopped cash compensation for non‑employee directors due to financial condition; while prudent, it underscores liquidity constraints that can pressure governance resourcing .
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Independence and conflicts:
- Committees are independent; Morano is not a current or former AUMN executive; Compensation Committee disclosed no reportable transactions for members in 2024 .
- External board at Bear Creek Mining presents industry overlap; no related‑party transactions disclosed with AUMN in 2024 .
-
Equity plan considerations:
- RSUs vest on anniversary or Change of Control; amended and restated 2023 Plan expanded share pool to up to 20% of outstanding shares, which can materially influence dilution and incentive structure; oversight rests with Compensation Committee chaired by Morano .