Richard A. Shortz

About Richard A. Shortz

Richard A. Shortz (age 80) has served as an independent director of Contango ORE, Inc. (CTGO) since 2016, and is President & CEO of Pavia Capital, LLP, a family office investment company . He holds a B.S. in Accounting from Indiana University (1967) and a J.D. from Harvard Law School (1970) . His core credentials include extensive experience in corporate finance, M&A, and corporate governance, having served as Senior VP, General Counsel and Secretary at Tosco Corporation (1973–1983), and as a partner at Jones Day (1983–1994) and Morgan, Lewis & Bockius (1995–2016), where he chaired the Energy Group and sat on the firm’s Board . The Board has determined he is independent under NYSE American and SEC rules .

Past Roles

External Roles

No other current public company directorships disclosed for Mr. Shortz .

Board Governance

• Independence: Independent director; all standing committees (Audit, Compensation, Nominating & Corporate Governance) comprise solely independent directors .
• Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee Chair .
• Attendance: 100% attendance across Board and applicable committees in FY2024 .
• Board structure: Separate Chairman (Brad Juneau) and CEO (Rick Van Nieuwenhuyse) roles . Board size set at 3–7; directors elected annually .

Policy framework impacting investor confidence:

• Insider trading policy and “Policy on Hedging or Pledging of Stock”; restrictions include bans on derivatives, short sales, and certain limit orders; quarterly and special blackout periods apply .
• Clawback policy (2023) mandates recovery of incentive-based compensation upon restatements, regardless of misconduct (applies to executives) .

Fixed Compensation

• Cash retainer: Independent directors received $35,000 per quarter in FY2024; Mr. Shortz’s cash fees totaled $140,000 . In March 2025, directors reduced cash compensation by 28.5% to $25,000 per quarter, effective April 1, 2025 .
• No meeting fees or committee chair fees: “There were no other payments for meetings attended or service as chair of a committee” .

Performance Compensation

• Equity awards (time-based): In FY2024, Mr. Shortz received 15,000 shares of restricted common stock, vesting in January 2027; grant-date fair value $235,500 .
• Options: No option awards to directors in FY2024; no director option disclosures for Mr. Shortz .
• Performance metrics: None disclosed for director equity; awards vest based on time rather than performance .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: B.S. Accounting (Indiana University, 1967); J.D. (Harvard Law School, 1970) .
• Technical expertise: Corporate finance, mergers & acquisitions, corporate governance; energy sector expertise via leadership roles at Morgan Lewis and Tosco .
• Board qualifications: Independent status; committee leadership across Compensation and Nominating; Audit Committee member; Board confirms committee independence .

Equity Ownership

• Ownership guidelines: Director stock ownership guidelines not disclosed; Company’s insider trading policy addresses hedging/pledging and short sales .
• Section 16 compliance: Company reports all required insider ownership filings were timely in FY2024 .
• Pledging/Hedging: The policy addresses hedging and pledging; enumerated restrictions include derivatives, short sales, and certain limit orders .

Governance Assessment

Strengths

• Independent status with multi-committee leadership (Compensation Chair; Nominating & Corporate Governance Chair; Audit member), with 100% attendance across Board and committees in FY2024 .
• Strong policy environment: clawback policy (executives), insider trading/hedging/pledging restrictions, fully independent standing committees, and separate Chair/CEO roles .
• Alignment via equity: meaningful annual director equity grants; reduced cash retainers in 2025 showing cost discipline .

Considerations / Potential Red Flags

• Director compensation setting includes the CEO alongside independent directors (“Compensation of directors is determined by Mr. Van Nieuwenhuyse and the independent directors”), which can introduce perceived influence risk on board pay; best practice is wholly independent determination with external benchmarking .
• No disclosed director stock ownership guidelines (common alignment tool), and equity awards are time-based rather than performance-based .
• Advanced age (80) underscores the need for ongoing board refreshment and succession planning; Board size and annual election structure partially mitigate this through annual re-nomination scrutiny .

Contextual shareholder signals

• Prior “say‑on‑pay” support was strong: ~94% approval at the 2023 annual meeting, indicating investor confidence in compensation oversight broadly, though say‑on‑pay assesses executive pay, not director pay .

Director Compensation (FY2024) – Summary

FY2025 change: cash retainer reduced for all directors to $25,000 per quarter effective April 1, 2025; no meeting or chair fees paid .

Related Party Transactions / Conflicts

• Company policy requires Audit Committee review and pre‑approval of related-party transactions; directors and officers complete annual questionnaires .
• No related party transactions exceeding the lower of $120,000 or 1% of average total assets since FY2024 and through the six-month period ended Dec 31, 2023 and FY2023 .
• No family relationships among directors or executive officers .

Insider Trades and Compliance

• Section 16(a) filings: Company believes all insider filings were compliant and timely in FY2024 .
• Insider trading policy: quarterly/special blackouts; bans on derivatives, short sales, and certain limit orders; hedging/pledging policy referenced .

Notes on Committee Composition and Processes

• Compensation Committee scope includes oversight of CEO and CFO pay and administration of the 2023 Omnibus Incentive Plan; chaired by Mr. Shortz; met formally 3 times in FY2024, plus one unanimous written consent .
• Nominating & Corporate Governance Committee, chaired by Mr. Shortz, led director nominations and board composition reviews; met formally once in FY2024 .
• Audit Committee, of which Mr. Shortz is a member, met 4 times in FY2024; independent; the audit financial expert is Mr. Compofelice .
• Director continuing education sessions occurred throughout 2024 (Gold hedge accounting; 10b5‑1 programs; D&O insurance) .

Appendix: Board and Committee Attendance (FY2024)