Darwin Green
About Darwin Green
Darwin Green (age 53) is an independent director of Contango ORE, Inc. (CTGO) who joined the Board on July 10, 2024. He has ~30 years of mining industry experience; he founded HighGold Mining and Onyx Gold, and previously served as VP Exploration at Constantine Metal Resources. Green holds a B.Sc. from the University of British Columbia and an M.Sc. in economic geology from Carleton University, and received the State of Alaska Commissioner’s Award for Project Excellence for work on the Niblack deposit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HighGold Mining Inc. | Director, President & CEO | Aug 2019 – Jul 2024 | Founded HighGold; led until CTGO’s acquisition in Jul 2024 |
| Constantine Metal Resources Ltd. | VP Exploration | Nov 2008 – Dec 31, 2019 | Oversaw exploration programs; prior work at Niblack cited for Alaska award |
| Niblack deposit (Alaska) | Oversaw exploration & underground development | Prior to Nov 2008 (prior role) | Commissioner’s Award for Project Excellence (State of Alaska) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Onyx Gold Corp (public) | Executive Chairman | Jul 2023 – present | Co-founder; publicly traded exploration/development company |
Board Governance
- Independence: CTGO’s Board determined Green is independent under NYSE American standards .
- Committees: Audit Committee member; Compensation Committee member; not a committee chair .
- Attendance: In 2024, the Board met 8 times and committees met 8 times; all directors had 100% attendance at Board and applicable committees. Green attended 4/4 Board (joined mid-year), 4/4 Audit, and 3/3 Compensation meetings (100%) .
- Board leadership: Separate Chair (independent co-founder Brad Juneau) and CEO roles; independent committees with formal charters; policies include insider trading and compensation clawback .
| Committee Assignments (2024–2025) | Member | Chair |
|---|---|---|
| Audit | Yes | No (Chair: Joseph S. Compofelice in 2024) |
| Compensation | Yes | No (Chair: Richard A. Shortz) |
| Nominating & Corporate Governance | No | Chair: Richard A. Shortz (committee members listed) |
Fixed Compensation
- Director retainer: Independent directors received $35,000 per quarter in cash through 2024; no meeting or chair fees .
- Cash reduction: Directors reduced cash compensation by 28.5% to $25,000 per quarter effective April 1, 2025 .
- Green 2024 cash fees: $66,576 (partial year after joining July 10, 2024) .
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Independent director cash retainer (per quarter) | $35,000 | FY 2024 | No meeting/chair fees |
| Independent director cash retainer (per quarter) | $25,000 | Effective Apr 1, 2025 | 28.5% reduction from 2024 level |
| Darwin Green – Fees paid in cash | $66,576 | FY 2024 | Partial year; joined Jul 10, 2024 |
Performance Compensation
- Equity grants (directors): Time-based restricted stock (no performance metrics); in 2024 Green received 6,000 restricted shares vesting January 2027; grant-date fair value $119,280 .
- Options: No option awards to directors in 2024; director compensation comprised cash and restricted stock .
| Equity Award Detail (Director) | Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (Green, 2024) | 6,000 | $119,280 | January 2027 | None; time-based vesting (Omnibus Plan) |
The company states stock option and restricted stock awards vest upon passage of time; board has not used TSR as a performance measure in the executive program, and no director-specific performance metrics are disclosed .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Onyx Gold Corp | Executive Chairman | No CTGO-related transactions disclosed; CTGO’s Audit Committee reports no related-person transactions above SEC thresholds in 2024/2023 periods |
| HighGold Mining Inc. (prior) | Director, President & CEO | CTGO acquired HighGold in Jul 2024 via share exchange; “Certain Relationships” section discloses no related-party transactions above thresholds since FY 2024; acquisition terms noted separately |
Expertise & Qualifications
- Thirty years in minerals mining; corporate and technical leadership across exploration and mine development .
- Education: B.Sc. (UBC) and M.Sc. in economic geology (Carleton University) .
- Recognitions: Commissioner’s Award for Project Excellence (Alaska) for Niblack deposit work .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Darwin Green | 35,812 | 0.3% | As of Apr 11, 2025 record date; address on file at CTGO HQ |
| Unvested Restricted Shares (Green) | 6,000 | — | Director grant vesting Jan 2027 |
- Hedging/pledging: CTGO maintains a policy on insider trading and hedging/pledging; prohibitions include short sales and derivatives trading; blackout periods apply to directors. No pledging by Green is disclosed .
Governance Assessment
- Board effectiveness: Green strengthens technical oversight on Audit and Compensation; 100% attendance indicates high engagement; independence supports robust committee governance .
- Pay alignment: Director pay is modest and includes equity; cash retainer cut to $25k/quarter from Apr 2025 is a positive alignment signal; Green’s 2024 mix was $66,576 cash and $119,280 equity (time-based) .
- Conflicts: Despite prior leadership at HighGold and current Onyx Gold role, CTGO reports no related-person transactions above SEC thresholds; Audit Committee reviews such matters under charter .
- Policies: Formal clawback policy adopted in 2023; insider trading policy with hedging restrictions; committee charters in place; separation of Chair/CEO roles enhances oversight .
- Shareholder signals: 2023 say‑on‑pay received ~94% approval; peer group disclosed for benchmarking (small-cap miners). While executive-focused, sustained support indicates broader investor confidence in governance .
Director Compensation (Green) – Summary Table
| Metric | FY 2024 Amount | Notes |
|---|---|---|
| Fees paid in cash | $66,576 | Partial year after board appointment |
| Stock awards (restricted) | $119,280 | 6,000 shares; vests Jan 2027; time-based |
| Total | $185,856 | Cash + equity; no meeting/chair fees |
Board Governance – Attendance Snapshot (FY 2024)
| Meeting Type | Attendance (Green) |
|---|---|
| Board | 4/4 (100%) |
| Audit Committee | 4/4 (100%) |
| Compensation Committee | 3/3 (100%) |
Related Party & Risk Indicators
- Related party transactions: None above SEC thresholds since FY 2024; Audit Committee oversees and pre-approves related-person transactions .
- Legal/SEC matters: No director-specific proceedings disclosed in proxy .
- RED FLAGS: None disclosed for Green. Note: prior leadership of an acquired company (HighGold) warrants continued monitoring for any post-merger related-party issues, though none are reported to date .
Compensation Benchmarking & Shareholder Feedback
- Peer group (2024): Perpetua Resources, Trilogy Metals, Probe Gold, Ascot Resources, Victoria Gold, Orla Mining, Skeena Resources, Cerrado Gold, Minera Alamos, NovaGold, Freegold Ventures (executive benchmarking context) .
- Say-on-Pay: ~94% approval at 2023 annual meeting; committee maintained program structure consistent with shareholder support .