Chet Holyoak
GOLD RESOURCEAbout Chet Holyoak
Chet Holyoak, age 45, is Chief Financial Officer of Gold Resource Corporation, appointed in August 2023 after serving as Corporate Controller; he was promoted to permanent CFO effective March 1, 2024 with subsequent salary increases to $290,000 effective May 1, 2024 . He is a Certified Public Accountant with a B.S. in Finance & Economics (Southern Utah University) and an MBA (Strayer University); his 20+ years of mining industry experience include senior accounting roles at Barrick Gold and Tata Chemicals North America . Executive pay is structured with significant “at-risk” components and PSU awards tied to relative TSR versus a defined peer group; GORO reported 2023 STIP payout at 59% of target and has not yet decided the payout for 2024 STIP due to liquidity, with potential settlement in equity to conserve cash . The company discloses pay-versus-performance and uses TSR as the PSU metric, but does not provide a specific numeric TSR for his tenure in the proxy; GAAP net loss is not used as a pay metric .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gold Resource Corporation | Corporate Controller | Prior to Aug 2023 | Prepared consolidation and reporting; groundwork for CFO transition |
| Gold Resource Corporation | Interim CFO | Aug 2, 2023 – Feb 29, 2024 | Oversaw finance during transition; base increased to $240,000 |
| Barrick Gold Corporation | Senior Accountant; Accounting Supervisor; Accounting Superintendent | 2006 – 2018 | Led site/accounting operations across roles at a major gold producer |
| Tata Chemicals North America, Inc. | Director of Corporate Accounting | 2018 – 2022 | Directed corporate accounting for U.S. division |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barrick Gold Corporation | Senior Accountant; Accounting Supervisor; Accounting Superintendent | 2006 – 2018 | Deep mining finance/operations experience |
| Tata Chemicals North America, Inc. | Director of Corporate Accounting | 2018 – 2022 | Corporate accounting leadership in chemicals sector |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $209,500 | $276,667 |
| Base Rate Change Notes | Interim CFO from Aug 2, 2023 at $240,000 | Permanent CFO Mar 1, 2024 at $260,000; increased to $290,000 May 1, 2024 |
| Target STIP (% of Base) | 40% | 40% |
| Actual STIP Paid | $56,757 (shown as non‑equity incentive) | Pending; not decided as of Apr 2025 due to liquidity |
| Discretionary Cash Bonus | $0 | $2,500 |
| Perquisites & Benefits | $7,788 (incl. benefits) | $12,384 (incl. 401(k) $8,375; life insurance $300; gold coin $3,709) |
Performance Compensation
| Component | Design | Metric | 2023 Grant | 2024 Grant | Vesting | Payout Basis |
|---|---|---|---|---|---|---|
| RSUs | 3-year ratable vesting | Time-based | 18,775 RSUs | 101,225 RSUs | Mar 21, 2025; Jan 1, 2025/2026/2027 | N/A (time-based) |
| PSUs | 3-year cliff vesting | Relative TSR vs peer group | 18,775 PSUs | 101,225 PSUs | Dec 31, 2025 (2023 grant); Dec 31, 2026 (2024 grant) | 0–150% of target based on TSR percentile |
| STIP | Annual | Performance vs Board-approved targets | 59% of target; settled in equity (RSUs) Apr 29, 2024 | Pending; payout method may be cash, fully vested equity, or combo | Annual | Threshold 0%, Target 100%, Superior 200% |
| 2024 LTIP Award Mechanics | Value/Counts |
|---|---|
| Target LTIP (% of Base) | CFO 80% (Superior 120%) |
| 20-day VWAP used | $0.5607 per share |
| Actual Award Value (CFO) | $113,514; 101,225 RSUs and 101,225 PSUs |
| CEO/CFO At-Risk Mix (target) | CFO TDC $528,000; At-risk 55% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 52,624 shares directly owned; less than 1% of outstanding |
| Shares Outstanding (for % context) | 121,600,594 shares as of Apr 21, 2025 |
| Options | None held as of Dec 31, 2024 |
| Unvested RSUs (12/31/2024) | 12,517 (remaining vest Mar 21, 2025); 101,225 (remaining vests Jan 1, 2025/2026/2027) |
| Unvested PSUs (12/31/2024) | 18,775 (cliff vest 12/31/2025); 101,225 (cliff vest 12/31/2026) |
| Ownership Policy | CFO must own equity valued at 2× base salary; 5-year compliance window |
| Anti‑Hedging | Hedging prohibited for directors/officers |
| Pledging | No pledging disclosure or pledging policy noted in proxy |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | One-year term with auto-renewal; CFO agreement provides for indefinite term |
| Base Salary History | $240,000 (Interim CFO, Aug 1, 2023); $260,000 (Mar 1, 2024); $290,000 (May 1, 2024) |
| STIP Target | 40% of base salary |
| LTIP Target | 80% of base salary (Superior 120%) |
| Clawback | Incentive compensation clawback policy in place |
| Change‑of‑Control (COC) | Double trigger; cash severance of 2× salary plus greater of recent STIP or targeted bonus for prior two years; RSU/PSU acceleration per plan; health benefits continuation |
| Non‑compete/Restricted Covenants | Executives subject to 12 months post‑termination restrictions within 50 km of Oaxaca operations |
Estimated Termination and Change‑in‑Control Economics (as of 12/31/2024; stock price $0.23)
| Scenario | Cash Severance | RSU Accel Value | PSU Accel Value | Health Benefits | Total |
|---|---|---|---|---|---|
| Without Cause / Good Reason (pre‑COC) | $290,000 | $49,442 | $27,600 | $39,887 | $329,887 |
| Without Cause / Good Reason (post‑COC, double trigger) | $812,000 | $49,442 | $27,600 | $39,887 | $928,929 |
| Death | Same payments as termination for cause; plan benefits govern | — | — | — | — |
| Disability | Lump sum equal to 6 months base salary (net of disability insurance) | — | — | — | — |
Notes: RSU acceleration assumes 214,967 shares outstanding for CFO; PSU acceleration assumes 120,000 at 100% payout, final payout assessed at time of COC .
Compensation Structure Analysis
- Year‑over‑year mix shifted toward equity: 2024 stock awards ($113,514) materially above 2023 ($33,795), aligning with conservation of cash and at‑risk pay emphasis; 2024 STIP pending reflects liquidity constraints .
- Equity incentives emphasize TSR via PSUs with 3‑year cliffs, increasing alignment with long‑term shareholder returns; RSUs vest ratably over three years to support retention .
- Governance: double‑trigger COC, clawback, no option repricing, no tax gross‑ups, ownership requirements (CFO 2× salary) indicate a shareholder‑aligned framework .
Compensation Peer Group (used for benchmarking)
| Peer Group Members |
|---|
| 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 |
Equity Award and Vesting Schedule Detail (Holyoak)
| Award | Grant Context | Units | Vesting |
|---|---|---|---|
| RSUs | 2024 LTIP | 101,225 | Jan 1, 2025; Jan 1, 2026; Jan 1, 2027 (equal thirds) |
| PSUs | 2024 LTIP | 101,225 | Dec 31, 2026 (cliff; TSR vs peer group) |
| RSUs | Prior grant | 12,517 | Mar 21, 2025 (remaining) |
| PSUs | 2023 LTIP | 18,775 | Dec 31, 2025 (cliff; TSR vs peer group) |
Say‑on‑Pay & Shareholder Feedback
- Proxy includes SEC “Pay Versus Performance” disclosure with commentary on methodology and relationship to TSR and GAAP net loss; specific say‑on‑pay vote outcomes are not disclosed in the cited sections .
Expertise & Qualifications
- CPA; B.S. Finance & Economics; MBA; 20+ years in mining finance and accounting with Barrick and Tata Chemicals North America .
- Executive compensation program emphasizes attracting and retaining high‑caliber mining talent with performance‑based pay .
Investment Implications
- Alignment: High proportion of at‑risk pay via PSUs tied to relative TSR plus multi‑year RSU vesting supports long‑term alignment; ownership policy (2× salary) and anti‑hedging reduce misalignment risk .
- Near‑term supply technicals: RSUs vest on Jan 1 each year through 2027 and on Mar 21, 2025; if STIP is settled in equity due to liquidity, additional fully vested grants could add incremental selling pressure around issuance dates .
- Retention vs severance: Pre‑COC severance is modest (12 months salary), but COC economics are meaningfully higher (2× salary plus targeted bonus and equity acceleration), which could reduce resistance to strategic transactions while preserving retention through double‑trigger mechanics .
- Ownership: Direct ownership is small (<1% of shares outstanding), though substantial unvested RSUs/PSUs are scheduled; no options outstanding and no pledging disclosed, modest direct “skin‑in‑the‑game” but growing via vesting pipeline .