Mike Clark
About Mike Clark
Mike Clark is Executive Vice President, Chief Financial Officer and Corporate Secretary of Contango ORE, Inc. (CTGO). He is 43, a Canadian citizen, a Chartered Professional Accountant, and holds a Bachelor of Technology in Accounting from the British Columbia Institute of Technology . He joined Contango as EVP–Finance on July 11, 2023 and became CFO & Corporate Secretary effective January 1, 2024 . During his tenure, CTGO achieved first gold pour at Manh Choh on July 8, 2024, generated $40.5 million in cash distributions from the Peak Gold JV in 2024, produced 41,325 oz gold and 16,763 oz silver (30% above plan), and reported AISC of $1,209/oz; annual incentive outcomes reflected a 64% corporate score for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alexco Resource Corp. | Chief Financial Officer and Corporate Secretary | Dec 2014 – Sep 2022 | CFO through Alexco’s sale to Hecla Mining Company |
| Goldgroup Mining Inc. | Chief Financial Officer | 2010 – 2014 | Finance leadership at gold producer |
| Grosso Group and member companies | Chief Financial Officer | 2007 – 2010 | Group CFO across exploration-focused entities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Burnaby Hospital Foundation | Board of Trustees; Chair of Finance Committee | 2016 – 2020 | Governance and finance oversight in healthcare non-profit |
Fixed Compensation
| Metric | 2023 TP (6 months) | 2024 | 2025 (current) |
|---|---|---|---|
| Base Salary ($) | $142,000 | $300,000 | $350,000 (per CFO Employment Agreement disclosure in 10-Qs) |
| STIP Target (% of base) | — | 50% | — |
| Bonus Paid ($) | $71,500 | $112,500 (25% cash, 75% equity) | — |
| Restricted Stock Awards (Grant-date FV $) | $150,000 | $298,300 (granted at $15.65; vests Jan 8, 2026) | — |
| Other Compensation ($) | $14,000 (401k match) | $22,727 (401k match) | — |
Notes:
- CTGO matches 100% of employee 401(k) contributions up to 10% of wages (IRS limits apply) .
- The 2024 restricted stock was granted at $15.65 per share with a vesting date of January 8, 2026 .
Performance Compensation
Annual Incentive (STIP) Design and 2024 Outcomes
| Component | Weighting or Target | 2024 Actual/Score | Payout Mechanics | Vesting/Terms |
|---|---|---|---|---|
| STIP Target for CFO | 50% of base salary | Weighted score: 75% (70% corporate, 30% individual) | $112,500 total; 25% cash ($29,000) and 75% equity (8,100 shrs) | Restricted stock issued for equity portion; equity awards vest time-based under plan |
| Corporate Score Drivers | See metrics below | Corporate result: 64% | Incorporated in weighted score | — |
2024 STIP corporate metrics and results:
| Metric | Weight (%) | Achievement (%) |
|---|---|---|
| Operational performance (Manh Choh cost targets; JV oversight; Lucky Shot care & maintenance) | 25 | 20 |
| Exploration, reserve & resource replacement (Manh Choh, Johnson Tract programs) | 35 | 34 |
| Safety, environment, sustainability (permitting/ESG) | 20 | 18 |
| Corporate development (acquisition of mining projects) | 50 | 50 |
| Share performance (TSR vs peer group) | 80 | Nil |
| Liquidity & debt compliance | 15 | 13 |
| Head office operations (listings, filings, controls) | 25 | 24 |
| Corporate result approved by Board | — | 64% |
Long-Term Incentive (LTIP)
| Component | Target | Awarded for 2024 | Instrument | Vesting/Terms |
|---|---|---|---|---|
| CFO LTIP | 100% of base salary | $300,000 grant-date FV | Restricted stock | Time-based vesting; 2024 grants priced at $15.65, vest Jan 8, 2026 |
Plan features:
- Awards made under the 2023 Omnibus Incentive Plan; primary LTI instrument is restricted stock; no stock options granted in 2024 .
- Restricted stock and stock options vest based on time; no options were granted to Clark in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 62,792 shares (0.5% of shares outstanding as of Apr 11, 2025) |
| Unvested restricted shares (12/31/2024) | 24,645 shares |
| Options (exercisable/unexercisable) | None for Mike Clark; no options outstanding for him |
| RS/Options pledging | Restricted stock may not be sold, transferred or pledged until restrictions lapse |
| Hedging/pledging policy | Insider trading policy prohibits derivatives (options, puts, calls, forwards), multi-day limit orders (outside 10b5-1), and short sales; policy section addresses hedging/pledging practices |
| Ownership guidelines | No executive stock ownership guidelines disclosed in the proxy |
| Clawback | Mandatory recoupment policy (SEC/NYSE-compliant) for incentive comp upon financial restatements, regardless of misconduct |
Employment Terms
| Provision | CFO Employment Agreement Terms |
|---|---|
| Current base salary | $350,000 per annum (2025 10-Q disclosures) |
| Short- and long-term incentives | Eligible for STIP and LTIP in cash and/or restricted stock/options per Board-approved plans |
| Severance (termination without cause or resignation for uncured breach) | 12 months base salary, all bonuses paid in prior 12 months, plus 12 months group health coverage reimbursement (COBRA equivalent) |
| Change-of-control (CIC) economics | Latest 10-Qs: if he terminates within 30 days following a change of control, 24 months of base salary and bonus amounts |
| Prior CIC disclosure (2024 10-K) | 18 months if CIC occurs before July 1, 2025; 24 months if after July 1, 2025 (superseded by later 10-Q terms) |
| Release condition | Severance contingent on timely execution and non-revocation of full release of claims in favor of the Company |
| Start dates | EVP–Finance: July 11, 2023; CFO & Corporate Secretary: effective January 1, 2024 |
| Clawback | Executive compensation subject to clawback policy |
Governance, Compensation Committee, Say-on-Pay, and Red Flags
- Compensation Committee: Richard A. Shortz (Chair), Joseph S. Compofelice, Curtis J. Freeman, Darwin Green; all independent under NYSE American standards .
- Say-on-Pay: ~94% approval at the 2023 annual meeting; no material program changes solely due to the vote .
- Related party transactions: None requiring disclosure since the beginning of FY2024, 2023 transition period, and FY2023 .
- Option repricing/tax gross-ups: No option repricing disclosed; no tax gross-ups disclosed .
- Legal proceedings: The Committee for Safe Communities litigation related to ore haul was dismissed without prejudice on May 9, 2025 at plaintiff’s request .
Performance & Track Record Context During Tenure
| Operational indicators (2024) | Detail |
|---|---|
| First gold pour at Manh Choh | July 8, 2024; processing commenced July 2024 |
| Cash distributions from Peak Gold JV | $40.5 million to CTGO in 2024 |
| 2024 production | 41,325 oz gold; 16,763 oz silver; 30% above plan |
| AISC (2024) | $1,209 per oz of gold sold |
| STIP corporate score | 64% for 2024; no TSR credit vs peers for the year |
Additional Background
- Executive certifications: Mike Clark signed Section 302 and 906 certifications for the Q3 2025 10-Q (Exhibits 31.2 and 32.2) on Nov 13, 2025 .
- Corporate filings signatory: Clark signed multiple 8-Ks as CFO & Secretary (e.g., Sep 26, 2025; Oct 2, 2025; Nov 13, 2025) .
Insider Transactions and Trading Programs
- Section 16: No Form 4 transactions by Mike Clark were located in the searched company documents over the last 24 months; absence of evidence in these filings does not preclude activity filed outside these documents [Search scope shown; no Clark Form 4s found].
- 10b5-1 education: Directors participated in a session on 10b5-1 programs (Aug 13, 2024), indicating corporate awareness of structured trading plans .
- Related Form 3 activity: In August 2025, director nominees filed initial ownership (Forms 3) with Mike Clark acting as attorney-in-fact, but these do not reflect his own trading .
Investment Implications
- Compensation alignment: Clark’s pay mix tilts toward time-vested equity (LTIP restricted stock at 100% of salary), plus a formulaic STIP that paid at 75% of target for 2024 despite zero TSR credit, implying emphasis on operating execution rather than market performance in the near term .
- Retention risk vs. cost: 2025 updates show a higher base salary ($350k) and enhanced CIC protection (24 months base+bonus), which strengthen retention but increase potential change-of-control costs for shareholders .
- Potential selling pressure: Unvested restricted stock (24,645 shares at 12/31/24) vests in January 2025 and 2026; 2024 LTIP vests January 8, 2026 and STIP equity of 8,100 shares was granted for 2024. Watch for potential supply around scheduled vesting dates, subject to blackout windows and any 10b5-1 plans .
- Skin-in-the-game: Beneficial ownership of 62,792 shares (0.5%) provides moderate direct alignment; no options outstanding to increase upside leverage; restricted stock cannot be pledged while restricted; no pledging or related-party concerns disclosed .
- Governance quality: Independent Compensation Committee, strong Say-on-Pay support (94%), and a compliant clawback policy reduce governance risk around pay-for-performance .