Allen Palmiere
GOLD RESOURCEAbout Allen Palmiere
Allen Palmiere, age 72, is President & CEO of Gold Resource Corporation (GORO) and has served as a director since January 1, 2021. A Chartered Accountant by training, he has 35+ years of executive experience across mining operations, M&A, and financing, including prior roles as CEO/Chair of HudBay Minerals, Executive Chairman of Barplats, CEO of Silk Road Resources, CFO of Zemex, and CEO of Breakwater Resources . During his tenure, the company reported cumulative TSR deterioration per SEC pay-versus-performance disclosures (value of $100 investment: $98 in 2022, $24 in 2023, $15 in 2024) and revenue declined from $138.7M in 2022 to $65.7M in 2024, while EBITDA turned negative in 2024 [*GetFinancials].
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HudBay Minerals Inc. | Chief Executive Officer & Chairman | Not disclosed | Led executive oversight in mining operations and finance; board leadership |
| Barplats Investments Ltd. | Executive Chairman | Not disclosed | Executive leadership in mining; governance and financing |
| Silk Road Resources Ltd. | President & CEO | Not disclosed | CEO responsibilities in mining operations and strategy |
| Zemex Corporation | Vice President, Chief Financial Officer | Not disclosed | Finance leadership; accounting and capital markets |
| Breakwater Resources Ltd. | President & CEO | Not disclosed | Executive leadership in operations and risk assessment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dundee Corporation | Director | Not disclosed | Capital markets, finance, and governance perspective |
| Maritime Resources Corp. | Director | Not disclosed | Mining sector oversight, M&A, and financing insights |
| Guyana Goldfields Ltd.; Adriana Resources Inc.; HudBay Minerals Inc.; Barplats Investments Ltd.; Silk Road Resources Ltd.; Breakwater Resources Ltd. | Former Director | Not disclosed | Broadened mining governance network, risk management experience |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $495,000 | $495,000 | 10% raise approved Feb 2023 |
| Target Bonus % of Salary (STIP target) | 60% | 60% | Threshold 0%; Target 100%; Superior 200% |
| Actual STIP Payout | 59% of target (paid in equity RSUs) | Pending due to liquidity; may be cash, DSUs, or mix | 2023 granted on Apr 29, 2024 |
| Other Compensation | $0 | $17,615 (medical allowance and one gold coin, taxes) | Perquisites detailed in proxy |
Performance Compensation
- Long-Term Incentives Structure
- Target LTIP: CEO 120% of base; “Superior” 180% .
- Instruments: RSUs (three-year ratable vesting), PSUs (three-year cliff vesting based on relative TSR vs peer group, 0–150% payout), and stock options (10-year term; three-year ratable vesting) .
| Incentive Type | 2024 Grant Value | Shares Granted | Vesting | Performance Metric | Payout |
|---|---|---|---|---|---|
| RSUs | $302,239 | 269,519 | 33.3% on Jan 1, 2025; 33.3% on Jan 1, 2026; 33.3% on Jan 1, 2027 | Time-based | N/A |
| PSUs | $302,239 (implied split; table shows share count) | 269,519 | Cliff vest Dec 31, 2026 | Relative TSR vs peer group; lowest 1/3 = 0%; median = 100%; top = 150% | 0–150% of target |
| Options (Outstanding) | N/A in 2024 | 500,000 @ $3.31 exp 1/4/2031; 160,408 @ $2.41 exp 3/21/2032 | 3-year ratable; as of 12/31/24 all are vested and out-of-the-money | N/A | N/A |
Additional details:
- 2024 LTIP awards based on 20-day VWAP of $0.5607 per share and paid at target LTIP %, split 50/50 RSUs and PSUs .
- Company policy: no option repricing; double-trigger cash severance on change-of-control; clawback policy in place .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Total Beneficial Ownership | 1,190,684 shares; 1.0% of outstanding |
| Composition | 660,408 vested stock options (currently out-of-the-money) and 530,276 vested/deferred RSUs; excludes 111,576 DSUs from 2022 STIP |
| Ownership Guidelines | CEO required to hold equity equal to 5x base salary; CFO/COO 2x; directors 2x annual cash retainer |
| Hedging/Pledging | Anti-hedging policy prohibits hedging; no specific pledging disclosure provided |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | CEO agreement dated Dec 31, 2020; indefinite term with automatic one-year renewals unless non-renewal notice ≥60 days pre-expiration |
| Severance (No COC) | $1,260,985 cash severance; RSUs $173,022 accelerated; PSUs $105,339 accelerated (assumes 100% payout); health benefits continuation $10,571; as of 12/31/24 stock price $0.23 used for valuation |
| Severance (Post COC) | $2,521,970 cash severance (2x salary + bonus); health benefits $15,856; RSU acceleration and PSU acceleration as above |
| Change-of-Control | Double-trigger requirement for cash severance |
| Non-Compete/Restrictive Covenant | 12-month restriction post-termination within 50 km of Oaxaca operations |
| Clawback Policy | Updated July 26, 2023; applied to 2024 restatement; Compensation Committee concluded no recovery required |
Performance & Track Record
GORO fundamentals during Palmiere’s tenure:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | $125,196,000 [*GetFinancials] | $138,724,000 [*GetFinancials] | $97,728,000 [*GetFinancials] | $65,726,000 [*GetFinancials] |
| EBITDA ($USD) | $38,180,000* [*GetFinancials] | $33,890,000* [*GetFinancials] | $6,773,000* [*GetFinancials] | $(11,089,000)* [*GetFinancials] |
Values retrieved from S&P Global.
Pay-versus-Performance (SEC-mandated):
- TSR proxy metric (value of initial fixed $100 investment): $98 in 2022; $24 in 2023; $15 in 2024 .
- GAAP Net Loss: $(6.3)M (2022); $(24.1)M (2023, restated); $(56.5)M (2024) .
Board Governance
- Board structure: CEO and Chair roles separated; Ron Little is Interim Chair working closely with CEO .
- Independence: Board has two independent directors (Ron Little, Lila Manassa Murphy); Palmiere is not independent .
- Committees: Palmiere serves on the Technical Advisory Committee (TAC) .
- Compensation Committee: currently Ron Little (Interim Chair, independent); intends to add members post strategic alternatives review .
- Audit Committee: chaired by Lila Manassa Murphy (financial expert); robust oversight and independence assertions .
- Director compensation: executives who are also directors are not separately compensated for Board service .
- Attendance: each director attended at least 75% of Board/committee meetings in 2024; Board met 6x, Audit 4x, Compensation 4x, Nominating 1x, Sustainability 4x .
Board service history for Palmiere:
- Director since 2021; CEO since 2021; current public boards: Dundee Corporation; Maritime Resources Corp .
Dual-role implications:
- Palmiere is both CEO and a director; independence mitigated by separate Interim Chair role .
- Dundee link: Ms. Manassa Murphy resigned as Compensation Chair in March 2022 to avoid perception of impaired independence given Dundee relationship; governance sensitivity to interlocks noted .
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Votes | Approval % |
|---|---|---|---|---|---|
| 2024 Say-on-Pay | 16,657,366 | 2,712,119 | 1,224,684 | 27,339,324 | 80.9% |
| Auditor Ratification (BDO) | 43,765,052 | 2,530,490 | 1,637,951 | 0 | N/A |
Compensation Peer Group
| Peers (2024 set) |
|---|
| Americas Gold and Silver; Aris Mining; Ascot Resources; Avino Silver & Gold; Bear Creek Mining; Calibre Mining; Galiano Gold; GoGold Resources; Hycroft Mining; Jaguar Mining; Mandalay Resources; TRX Gold; Victoria Gold; Wallbridge Mining |
Related Party Transactions and Policies
- Related party transactions: none in FY 2024 (other than compensation) .
- Anti-hedging policy: prohibits hedging for directors/officers .
- Equity dilution controls: cap on equity plan; some awards can be cash settled to limit dilution .
Risk Indicators & Red Flags
- Financial restatement: 2024 Annual Report restated for streaming liability accounting; Compensation Committee determined no clawback recovery; still a governance point to monitor .
- Liquidity constraints affected 2024 STIP decision timing; potential use of equity to conserve cash .
- Relative TSR-based PSUs amid recent TSR underperformance could lead to below-target vesting; alignment to investor returns persists .
- Independence sensitivity: Dundee connection prompted governance action in 2022 (resignation from Compensation Chair) .
- No option repricing; explicit policy against .
Investment Implications
- Alignment: CEO pay has a high at-risk mix (64% variable at target), with PSUs tied to relative TSR and RSUs vesting through 2027, supporting long-term alignment; share ownership guidelines require 5x salary, intensifying alignment incentives .
- Liquidity and dilution: 2024 STIP pending due to liquidity and may be paid in equity (DSUs or stock), suggesting near-term dilution risk but conserving cash; monitor subsequent grants and settlement mix .
- Retention and severance: Double-trigger COC severance of ~2x salary+bonus and accelerated equity provide retention but may create event-driven payout asymmetry; non-compete restrictions (12 months, 50 km Oaxaca) modestly mitigate competitive risk .
- Performance headwinds: Revenues and EBITDA have deteriorated since 2022, and TSR has been weak; PSU outcomes likely constrained unless relative performance improves; equity grant overhang plus low option strike prices (still OTM) reduce immediate exercise pressure but RSU vesting through 2027 can create periodic selling supply [*GetFinancials].
- Governance: CEO/Chair separation and active committee oversight are positives; continued sensitivity to director independence due to external affiliations merits ongoing monitoring .
Note: EBITDA values marked with * are retrieved from S&P Global.