Clynton R Nauman

About Clynton R. Nauman

Clynton R. Nauman, age 76, was nominated and elected as an independent director of Contango ORE, Inc. (CTGO) at the June 10, 2025 Annual Meeting. He holds an Honours B.Sc. in Geology from Otago University (New Zealand) and brings over 45 years of diversified mining industry experience spanning exploration, permitting, mine construction/operations, business development, financing, and senior leadership. The Board determined he is “independent” under NYSE American standards .

Past Roles

External Roles

Board Governance

• Independence and governance framework: CTGO maintains Audit, Compensation, and Nominating & Corporate Governance committees composed solely of independent directors; the Board reaffirmed governance policies, adopted formal charters, and a compensation clawback policy; Nauman is independent under NYSE American standards .
• Committee assignments: As a nominee, Nauman was slated to “serve on one or more of the committees as the Board may designate”; post-Annual Meeting committee assignments were not disclosed in the filings reviewed .
• Board attendance: In FY 2024, the Board held 8 meetings and committees held 8 meetings; all members attended 100% of Board and applicable committee meetings. Nauman was not yet a director in 2024 .
• Insider trading and hedging policy: CTGO prohibits insiders from short sales, “sales against the box,” and trading in derivatives like options/warrants/puts/calls; blackout periods apply, and Rule 10b5‑1 plans are permitted under policy .
• Clawback: Mandatory recovery of incentive-based compensation for executive officers upon material financial restatements, regardless of misconduct, per 2023 clawback policy .

2025 Director Election Results (signal of investor support)

Fixed Compensation

• Director cash retainers: Independent directors received $35,000 per quarter (Chairman $45,000) in FY 2024; on March 2025, directors reduced cash compensation 28.5% to $25,000 per quarter effective April 1, 2025. No meeting fees or chair fees disclosed; directors are reimbursed for reasonable expenses .

Note: Nauman’s specific 2025 cash amounts are not individually disclosed; compensation follows the Board’s policy in effect .

Performance Compensation

• Structure: For directors, equity compensation was time-based restricted stock (no disclosed performance metrics tied to director awards). In FY 2024, sitting directors received grants vesting January 2027; Nauman was not a director in FY 2024 .

No director performance metrics (TSR, EBITDA, ESG, etc.) tied to director equity awards are disclosed; grants are valued under ASC 718 at 100% of closing price on grant date .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep operating history: Oversaw permitting, redevelopment, startup, and operations at Greens Creek Mine; extensive leadership in precious/base metals and coal sectors .
• Education: Honours B.Sc. in Geology (Otago University, New Zealand) .
• Senior leadership: Chairman/CEO roles across Alexco entities; prior President roles at Viceroy companies; director roles at multiple public mining companies .

Equity Ownership

As of the Record Date (12,539,482 shares outstanding), Nauman reported no beneficial ownership; no pledging/hedging of CTGO stock is disclosed for Nauman, and company policy restricts short sales and derivative transactions .

Governance Assessment

• Strong mining operating expertise and independence: Nauman’s 45+ years of mine building/operations experience and Board’s independence determination bolster board effectiveness for CTGO’s Alaska-focused portfolio .
• Investor support: High “For” vote for Nauman’s election (6.33M votes) signals shareholder confidence; company-wide say-on-pay in 2025 was approved (5.88M For) .
• Alignment considerations: As of the 2025 record date, Nauman held no CTGO shares; while directors typically receive time-based equity grants, specific 2025 director equity grants for Nauman are not disclosed, limiting assessment of near-term ownership alignment .
• Pay structure and discipline: Directors reduced quarterly cash retainers to $25,000 effective April 1, 2025, indicating cost-conscious governance; no meeting or chair fees suggests a simplified, non-inflationary pay design .
• Policies reducing risk: Robust insider trading policy with hedging restrictions and mandatory clawback for executive incentive compensation enhance governance quality; no related-party transactions exceeding materiality thresholds since FY 2024 .
• Committee visibility: Post-election committee assignments for Nauman were not disclosed in reviewed filings; investors should monitor forthcoming committee composition updates, especially Audit and Compensation .

Additional Signals

No director stock ownership guidelines were disclosed in the 2025 proxy; stockholder communication processes, continuing education, and risk oversight via Audit/Compensation Committees are documented .

Related-Party and Conflicts Check

• The Audit Committee reviewed related-party transactions; none exceeded SEC materiality thresholds since FY 2024, the six-month period ended Dec 31, 2023, and FY ended June 30, 2023. No transactions involving Nauman were disclosed in those periods .

Notes on Insider Trades

• Attempted to retrieve Form 4 transactions for Nauman via insider-trades skill; access was unauthorized (401). No Form 4 data was available via tool; thus, no insider trade table is provided. Monitoring future Form 4s is recommended for ownership changes and RSU awards [ReadFile insider-trades SKILL.md; tool run error].