Peter Gianulis
GOLD RESOURCEAbout Peter Gianulis
Peter L. Gianulis (age 53) was appointed as an independent director of Gold Resource Corporation on June 18, 2025, and joined the Audit and Compensation Committees the same day . He is CEO of Allegiant Gold Ltd. (since 2019), President of Carrelton Asset Management (since 2005), and previously served as a director at Organto Foods Inc. (Audit and Compensation Committees) and Orea Mining Corp.; earlier he was a Partner at the Salomon Brothers Hedge Fund Group . He holds a B.S. in Quantitative Economics (Math) and Biology from UC San Diego, an MBA in International Finance from Cornell University, and a joint master’s degree from ESADE (Barcelona) . GORO’s board separates Chair and CEO roles (Interim Chair: Ron Little), and committee membership requires independence under NYSE American rules; Audit and Compensation Committees are composed of independent directors, signaling the Board’s independence determination for Mr. Gianulis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orea Mining Corp. | Director | Mar 2009 – Dec 2023 | Board service (mining sector) |
| Salomon Brothers Hedge Fund Group | Partner | Not disclosed (prior) | Investment leadership |
| Hathor Exploration, CGA Mining, Northern Orion Resources | Advisor/investor/insider (successful exits) | Not disclosed (prior) | Value realization through transactions |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Allegiant Gold Ltd. | Chief Executive Officer | 2019 – present | Executive leadership (natural resources) |
| Carrelton Asset Management, Inc. | President | 2005 – present | Natural resource-focused PE/hedge fund leadership |
| Organto Foods Inc. | Director | Dec 2018 – present | Audit & Compensation Committee member |
| Gold Resource Corporation (GORO) | Independent Director | Jun 18, 2025 – present | Audit & Compensation Committee member |
Board Governance
- Independence: Appointed to Audit and Compensation Committees (these committees are composed of independent directors under NYSE American rules), indicating Board-determined independence .
- Committees: Audit Committee (member); Compensation Committee (member). Committee chairs remain Lila Manassa Murphy (Interim Audit Chair) and Ron Little (Interim Compensation Chair) .
- Board leadership: Separate Chair and CEO; Interim Chair is Ron Little .
- Attendance: For FY2024, the Board held 6 meetings; each director attended at least 75% of meetings and committee meetings on which they served. Mr. Gianulis joined in June 2025; his attendance data is not yet disclosed .
- Executive sessions frequency: Not disclosed.
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | Standard non-employee director fee |
| Committee Membership Fee | $7,500 per committee (Audit, Compensation) | Member fees; chair fees separate in program but not applicable to Gianulis |
| Potential Annual Equity Grant (DSUs) | $100,000 (if approved by Compensation Committee) | Deferred Share Units; DSU program terms governed by Director Deferred Compensation Plan |
Program context:
- Non-executive director retainer structure: Board Member cash $70,000; equity retainer $100,000 (DSUs); Committee Member $7,500; Chair $10,000–$25,000; Board Chair cash $140,000; equity $150,000 .
- DSUs: Fully vested upon issuance for cash deferrals; settlement generally at separation, change-in-control, or 10 years post-grant per Director Deferred Compensation Plan .
Performance Compensation
Directors at GORO do not have performance-based pay metrics tied to individual director compensation; equity for directors is delivered via DSUs rather than PSUs/options and was suspended in 2024 due to lower share price performance (to limit dilution) .
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| TSR percentile, revenue/EBITDA targets | No | Executive LTIP uses PSUs/RSUs; directors receive DSUs; 2024 director equity grants were not made due to share price performance . |
Other Directorships & Interlocks
| Company | Sector | Role | Committees |
|---|---|---|---|
| Organto Foods Inc. | Food/agriculture | Director | Audit; Compensation |
| Allegiant Gold Ltd. | Mining | CEO | Executive role, not committee |
| Orea Mining Corp. | Mining | Director (past) | Board member |
| Carrelton Asset Management | Investment | President | Investment leadership |
- Potential interlocks/conflicts: GORO reports no related-party transactions involving Mr. Gianulis and no family relationships; standard appointment with no special arrangements . His executive role in a mining company (Allegiant Gold) denotes industry overlap, but no conflict transactions are disclosed by GORO .
Expertise & Qualifications
- Capital markets and mining investor/operator experience (25+ years) .
- Executive leadership in natural resources (CEO, PE/HF President) .
- Financial oversight through Audit and Compensation Committee service at Organto .
- Education: B.S. UC San Diego (Quantitative Economics and Biology), MBA Cornell (International Finance), joint master’s ESADE (Barcelona) .
Equity Ownership
- Beneficial ownership: Not yet disclosed for Mr. Gianulis (appointed after the 2025 record date); company-level beneficial ownership table as of April 21, 2025 does not include him .
- Stock ownership guidelines: Non-executive directors must own equity equal to 2× annual cash director retainer; executives have higher multiples . Anti-hedging policy prohibits hedging of company securities by directors/officers .
- Vested vs unvested, pledging/hedging: No pledging disclosed for directors; anti-hedging policy in place . DSU settlement mechanics defined in the Director Deferred Compensation Plan .
- Compliance status: Not yet assessed for Mr. Gianulis given recent appointment .
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 14,981,184 | 1,656,735 | 275,048 | 55,651,484 |
| Auditor Ratification (BDO USA, P.C.) | 68,744,683 | 3,320,649 | 499,119 | 0 |
| Director Elections (for reference) | Little: 13,666,883 For / 3,246,084 Withheld ; Palmiere: 15,882,363 For / 1,030,604 Withheld ; Manassa Murphy: 12,930,436 For / 3,982,531 Withheld |
Governance Assessment
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Strengths:
- Independence and committee assignments (Audit and Compensation) provide direct influence on financial reporting and pay governance; committees require independent members under NYSE American rules .
- Deep capital markets and mining experience suggests value-add to strategy and investor communications .
- Board demonstrated restraint on director equity dilution in 2024 (no director equity grants due to lower share price), aligning with shareholder interests .
-
Monitoring items:
- Overboarding/role load: Multiple roles (CEO Allegiant Gold; Organto director; GORO director). GORO’s Nominating & Governance Committee annually evaluates overboarding risks; specific evaluation for Mr. Gianulis not yet disclosed .
- Potential industry overlap: Executive role in mining (Allegiant Gold). No related-party transactions disclosed; monitor for future RPTs and recusals if needed .
-
Independence and conflicts:
- No family relationships or Item 404(a) related-party transactions; appointment made via the Nominating & Governance Committee process .
- Audit/Compensation Committee membership supports independence posture .
-
Attendance/engagement:
- 2024 Board/committee meeting cadence disclosed; Gianulis joined mid-2025; attendance not yet reported .
-
Director compensation signals:
- Fixed cash fees plus potential DSU awards; DSU deferral and settlement terms enhance equity alignment while limiting immediate dilution .
Related Party Transactions
- GORO disclosed no related-party transactions in FY2024; none involving Mr. Gianulis at appointment (no direct or indirect material interest) .
Compensation Committee Analysis
- Composition: Interim Chair Ron Little (independent); Board had intended to add members; Mr. Gianulis joined as a member effective June 18, 2025 .
- Consultant usage: Independent compensation consultants engaged historically (Brooks and Nelson LLC in 2022; Roger Gurr & Associates consulted); 2024 period noted no new engagements .
- Policy controls: Clawback policy updated July 26, 2023; pay-for-performance emphasis; double-trigger severance; director ownership guidelines; anti-hedging policy .
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | Chair | Expertise Contribution |
|---|---|---|---|
| Audit Committee | Member | Interim Chair: Lila Manassa Murphy | Financial oversight; capital markets experience |
| Compensation Committee | Member | Interim Chair: Ron Little | Pay governance; investor alignment |
Independence Status, Attendance, and Engagement
- Status: Independent (committee eligibility and board composition requirements) .
- Attendance: FY2024 board/committee meetings disclosed (Board 6; Audit 4; Compensation 4; Nominating 1; Sustainability 4); Gianulis appointed in 2025; his attendance not yet disclosed .
- Engagement: Appointment via Nominating & Governance Committee; immediate committee participation indicates active governance role .
Director Compensation Mix and Ownership Alignment
| Element | Cash vs Equity | Detail |
|---|---|---|
| Board retainer | Cash | $70,000 per year |
| Committee membership | Cash | $7,500 per committee per year |
| Annual equity grant | Equity (DSUs) | $100,000 potential, subject to Compensation Committee approval |
| Ownership guideline | Equity | 2× annual cash director retainer; anti-hedging policy applies |
Equity Ownership & Alignment (Skin-in-the-game)
- Beneficial ownership: Not yet disclosed for Mr. Gianulis; 2025 beneficial ownership table does not list him (record date April 21, 2025) .
- Ownership guidelines: 2× cash retainer (for non-executive directors); compliance status for Mr. Gianulis to be tracked over time .
- Pledging/hedging: Anti-hedging policy prohibits hedging by directors; no pledging disclosures noted .
- DSU program: Settlement upon separation, change-in-control, or 10 years post-grant (U.S. participants) .
Risk Indicators & Red Flags
- Legal/SEC investigations: None disclosed regarding Mr. Gianulis .
- Related party transactions: None involving him at appointment; none in FY2024 generally .
- Hedging/pledging: Anti-hedging policy in place; no pledging disclosed .
- Say-on-Pay: Passed with 90.1% of votes cast in favor (14.98M for / 1.66M against / 0.28M abstain) – calming signal on pay governance .
- Timing sensitivities: Appointment immediately followed 2025 annual meeting; no adverse governance events disclosed .
Governance Quality Summary
- Board effectiveness enhanced by adding an investor-operator with mining and capital markets experience to Audit and Compensation Committees .
- Independence and committee standards upheld; leadership separation maintained .
- Shareholder alignment evidenced by restraint on director equity grants during periods of weaker share performance and robust governance policies (ownership guidelines, anti-hedging, clawback) .
Overall signal: Constructive addition with relevant expertise and independent oversight roles; monitor for overboarding and any future related-party ties given industry overlap, but current disclosures show no conflicts .