Lila Manassa Murphy
GOLD RESOURCEAbout Lila Manassa Murphy
Independent director of Gold Resource Corporation since 2021; age 53 in the 2025 proxy. She is a CFA and CPA with a BA from New York University. Background spans capital markets and mining finance; currently CFO of Dundee Corporation (TSX: DC.A) since May 2021, and she is designated as an Audit Committee financial expert at GORO under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intrinsic Value Partners | Founder; consultant to family offices/asset managers | Prior to 2021 (date not disclosed) | Capital markets advisory experience |
| Federated Hermes | Portfolio Manager, natural resources | Prior to 2021 (date not disclosed) | ESG-focused investing; hard assets exposure |
| David W. Tice & Associates | Analyst (gold and natural resources) | Prior to 2021 (date not disclosed) | Sector analysis in gold/natural resources |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dundee Corporation (TSX: DC.A) | Chief Financial Officer | Since May 2021 | Oversight of Finance, IR, IT, Legal, Compliance, HR; M&A/restructuring; JV formation |
| Green Brick Partners (NYSE: GRBK) | Director | Current | Chair, Audit Committee; Member, Compensation Committee |
| Dundee Corporation | Director (past public company board) | Not disclosed | Past Board service |
| Sustainable Development Strategies Group | Non-profit board (past) | Not disclosed | Past board service |
| Latino Corporate Directors Association | Member | Current | Professional affiliation |
Board Governance
- Independence: The Board determined Murphy is independent under NYSE American rules; she is the Audit Committee Interim Chair and qualifies as an audit committee financial expert under SEC regulations .
- Committees: Audit (Interim Chair), Nominating & Governance (Chair), Sustainability (Member). She resigned from the Compensation Committee chair role in March 2022 to avoid any perception that her relationship with Dundee Corporation (where she is CFO) and Mr. Palmiere (who serves on Dundee’s board) might impair her independence .
- Attendance and meetings: Each director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting. 2024 meeting counts are below .
| Board or Committee | Number of Meetings (FY2024) |
|---|---|
| Board of Directors | 6 |
| Audit Committee | 4 |
| Compensation Committee | 4 |
| Nominating and Governance Committee | 1 |
| Sustainability Committee | 4 |
- Risk oversight: Board/committees oversee financial, environmental, health/safety, and compensation-related risk; audit charter available on company website .
Fixed Compensation
- Program structure: Non-executive directors receive annual cash retainers and may elect to defer cash into fully vested Deferred Share Units (DSUs). Equity awards were not granted in 2024 due to lower share price performance .
- Annual retainer framework:
| Fee Type | Annual Retainer (Cash) | Annual Retainer (Equity) |
|---|---|---|
| Board Chair | $140,000 | $150,000 |
| Board Member | $70,000 | $100,000 |
| Committee Chair | $10,000–$25,000 | n/a |
| Committee Member | $7,500 | n/a |
- 2024 Director compensation (Murphy):
| Name | Fees Earned | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Lila Manassa Murphy | $117,500 | $0 | $0 | $117,500 |
- Year-over-year mix shift (signal): In 2023 she had fees plus equity DSUs; 2024 eliminated equity grants while allowing deferral of cash into DSUs.
| Year | Fees Earned | Stock Awards |
|---|---|---|
| 2023 | $109,952 | $55,733 |
| 2024 | $117,500 | $0 |
Performance Compensation
- Directors did not receive equity grants in 2024; however, directors can elect to defer cash retainers into fully vested DSUs priced off the 20-day VWAP on payment date. DSUs settle upon the earliest of Board separation, death, change in control, or ten years from grant (U.S. participants) .
- Murphy’s DSU deferrals and holdings:
| Metric | 2023 | 2024 |
|---|---|---|
| DSUs deferred in lieu of cash | 108,011 units; $54,976 fair value | 111,708 units; $35,250 fair value |
| Cumulative DSUs deferred (2021–2024) | 236,061 units; $122,099 total deferred | 236,061 units; $122,099 total deferred |
| Vested DSUs held at year-end | 273,913 (12/31/2023) | 385,621 (12/31/2024) |
- Payment mechanics: DSUs issued in lieu of cash retainers are 100% vested at issuance; settlement timing per Director Deferred Compensation Plan .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Committee Roles |
|---|---|---|
| Dundee Corporation | Murphy = CFO; Palmiere (GORO CEO) = Director | Independence mitigation: Murphy resigned Compensation Committee chair role in Mar-2022 due to perceived relationship conflict |
| Green Brick Partners | Director; AC Chair; Comp Committee Member | External governance expertise; audit chair credential |
- Overboarding review: Nominating & Governance Committee assessed Murphy’s commitments (CFO of Dundee; director at another NYSE-listed public company) and concluded continued service is in shareholders’ best interest given her preparation and participation; not overboarded .
Expertise & Qualifications
- Financial expert: Designated Audit Committee financial expert; active CPA and CFA .
- Skills matrix: Primary expertise in Capital Markets/Corporate Finance and Risk Management; secondary in Mining/Engineering and CSR; Board’s skills matrix confirms competencies .
- Sector experience: Mining finance, acquisitions/dispositions, sustainability, accounting, risk assessment .
Equity Ownership
- Beneficial ownership and DSUs:
| As-of Date | Beneficially Owned Shares | Ownership % | DSU/Equity Details |
|---|---|---|---|
| April 22, 2024 | 298,197 | <1% | Includes DSUs/PSUs treated per Rule 13d-3; see footnotes |
| April 21, 2025 | “-” (less than 1%) | <1% | Footnote: 40,000 DSUs (joining 2021), 109,560 DSUs (2022–2023 annual equity), 249,224 DSUs (in lieu of fees) outstanding |
- Ownership policy: Non-executive directors must own equity (including DSUs) equal to 2× the annual cash director retainer within five years; anti-hedging policy prohibits hedging instruments .
- Pledging: No pledging disclosures; anti-hedging in place .
Governance Assessment
- Board effectiveness: Murphy provides strong financial governance as Audit Committee Interim Chair and SEC-designated financial expert; Audit Committee reported on auditor independence and recommended inclusion of audited financials in the 2024 Annual Report .
- Independence/conflicts: Potential interlock via Dundee addressed by her March 2022 resignation from Compensation Committee chair to avoid any perception of impaired independence; no related party transactions in FY2024; no family relationships among executives/directors .
- Engagement: Directors met frequently in 2024 and Murphy attended at least 75% of Board/committee meetings, with full attendance at the annual meeting .
- Compensation alignment: Directors can defer cash into DSUs; Murphy consistently defers meaningful portions of retainers, increasing vested DSUs from 273,913 (2023) to 385,621 (2024), which aligns incentives with shareholders while conserving cash during performance downturns; no director equity grants in 2024 due to share performance .
- Say-on-Pay context: Shareholders approved Say-on-Pay in 2024 (For: 16,657,366; Against: 2,712,119; Abstain: 1,224,684) and in 2025 (For: 14,981,184; Against: 1,656,735; Abstain: 275,048), indicating adequate investor support for compensation programs during Murphy’s tenure on Nominating & Governance and Audit .
- RED FLAGS:
- Interlock risk: CFO of Dundee while GORO’s CEO sits on Dundee’s board; mitigated via committee role changes and formal independence determination .
- Equity grant restraint: No director equity awards in 2024 due to lower share price performance—prudence on dilution but may constrain ownership build; DSU deferrals partly offset .
- Stock performance pressure: Broader pay-versus-performance tables show TSR stress, but these relate to NEOs; not a director-specific red flag .
Overall signal: Strong audit governance and ownership alignment via DSUs; independence concerns have been proactively mitigated; attendance and engagement acceptable; investor compensation support intact .