Carlo Buffone
About Carlo Buffone
Carlo Buffone serves as Chief Financial Officer (Principal Financial and Accounting Officer) of Paramount Gold Nevada Corp. and has signed the company’s annual reports and certifications through FY2021–FY2025, with an employment agreement originally dated October 26, 2015 and amended May 21, 2024 . Education and age are not disclosed in the SEC filings reviewed. Company performance context: FY2023–FY2025 EBITDA and Net Income were negative, while pay-versus-performance disclosure shows TSR improving from $86.30 to $116.10 per $100 invested over 2023–2025 .
Company performance (context):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| EBITDA ($) | -5,760,985* | -8,052,896* | -6,727,431* |
| Net Income ($) | -6,450,531* | -8,056,445* | -9,050,423* |
| TSR ($ value of $100 initial) | $86.30 | $94.80 | $116.10 |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paramount Gold Nevada Corp. | Chief Financial Officer (Principal Financial & Accounting Officer) | 2015–present (employment agreement dated Oct 26, 2015; amendment May 21, 2024) | Led finance and reporting; executed certifications on Form 10-K; signatory on corporate filings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public external directorships or roles disclosed in reviewed filings |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $200,000 | $203,750 | $210,000 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Cash Bonus ($) | $0 | $70,000 | $37,000 |
| Stock Awards (Grant-Date Fair Value, $) | $30,000 | $57,085 | $70,092 |
| Notes | — | Board approved cash bonuses Jan 2024: $70,000 for Buffone | Board approved short-term incentives at target: $74,000 split 50% cash/50% RSUs; plus 100,000 RSUs for above-target |
Performance Compensation
2024 RSU Grant Structure (Pay-for-performance design)
| Metric/Trigger | Weighting | Target | Actual | Payout (Units) | Vesting Timing |
|---|---|---|---|---|---|
| TSR vs 13-company peer set, Year 1 | 25% | PZG share price outperforms peer average by 10% over 12 months | Not disclosed | 61,250 RSUs (¼ of 245,000) | 12 months from grant |
| TSR vs 13-company peer set, Year 2 | 25% | PZG share price outperforms peer average over the second year | Not disclosed | 61,250 RSUs (¼ of 245,000) | 24 months from grant |
| Regulatory milestone (DOGAMI consolidated permit package) | 25% | Delivery of Consolidated Permit Package | Not disclosed | 61,250 RSUs (¼ of 245,000) | Upon milestone |
| Time-based retention | 25% | Continued employment | Not disclosed | 61,250 RSUs (¼ of 245,000) | 4 years after grant |
Outstanding Equity Awards at FY2025 (as of June 30, 2025)
| Award Type | Quantity | Exercise/Strike | Expiration | Vesting / Performance Condition |
|---|---|---|---|---|
| Stock Options (Exercisable) | 100,000 | $1.12 | 12/17/2025 | Footnote: options vest upon receipt of final permits for Grassy Mountain |
| Stock Options (Unexercisable) | 50,000 | $1.12 | 12/17/2025 | Vest upon receipt of final permits for Grassy Mountain |
| RSUs – Draft permits (Oregon) | 50,000 | — | — | Vest upon receipt of draft permits for Grassy Mountain |
| RSUs – Bald Peak drill program | 25,000 | — | — | Vest upon completion of drill program at Bald Peak |
| RSUs – TSR peer outperformance (Year 1) | 61,250 | — | — | PZG share price outperforms 13-company peer average by 10% over 12 months |
| RSUs – TSR peer outperformance (Year 2) | 61,250 | — | — | PZG share price outperforms peer average over second year |
| RSUs – DOGAMI consolidated permit package | 61,250 | — | — | Vest upon delivery of consolidated permit package |
| RSUs – Time-based | 61,250 | — | — | Vest 4 years after grant (continued employment) |
Equity Ownership & Alignment
| Component | Amount | As % of Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 882,000 shares & units | 1.1% of 78,338,726 shares | Footnote composition detailed below |
| Direct/Common Shares | 523,250 | — | Direct holdings |
| Options – Vested (Exercisable) | 100,000 | — | Exercisable within 60 days |
| RSUs (Unvested) | 258,750 | — | Unvested units |
| Options – Unexercisable | 50,000 | — | As of FY2025 awards table |
| Pledged/Hedged Shares | Not disclosed | — | No pledging/hedging disclosure found in proxy/10-K; corporate debenture secured by company assets, not insider share pledges |
| Ownership Guidelines | Not disclosed | — | No executive stock ownership policy disclosure in reviewed proxy |
Company equity plan capacity (context): As of Oct 16, 2025, 845,000 RSUs and 710,000 options outstanding; 866,000 shares available for future issuance under equity plans .
Employment Terms
| Term | Disclosure | Detail |
|---|---|---|
| Employment Agreement | Original Oct 26, 2015; Amendment No. 2 dated May 21, 2024 | Amendment set annual compensation at $210,000 retroactive to Feb 1, 2024 |
| Base Salary | $210,000 (2025) | As per employment arrangements and SCT |
| Annual Bonus & Equity | At Board discretion | Cash performance bonuses and equity incentives granted periodically |
| Severance (No Cause / Good Reason) | 2x salary + 2x average bonus (previous 2 years) + accrued amounts | Applies to termination by company other than for cause/disability/death or by executive for good reason |
| Change-of-Control (CoC) | Double-trigger economics | If employment is terminated by the company or by executive for good reason in connection with CoC: 2x salary + 2x average bonus + accrued compensation; discretionary bonus may be paid immediately prior to CoC at Board’s discretion |
| Good Reason | Defined | Material change in position/duties, salary reduction, material breach by company |
| Clawbacks / Tax Gross-ups | Not disclosed | No clawback or gross-up provisions disclosed in reviewed sections |
| Non-compete / Non-solicit / Garden Leave | Not disclosed | No restrictive covenants disclosed in reviewed sections |
Investment Implications
- Alignment and milestones: A large portion of Buffone’s incentives are RSUs tied to permitting milestones (Oregon draft permits, DOGAMI consolidated permit package), project execution (Bald Peak drilling), and multi-year TSR outperformance vs a defined peer set—enhancing pay-for-performance alignment but introducing binary event risk around permitting outcomes .
- Near-term option dynamics: 150,000 options (100,000 exercisable; 50,000 unexercisable) carry a $1.12 strike and expire 12/17/2025; expirations and milestone vesting could create selling pressure windows if awards vest or options are exercised near-term .
- Skin-in-the-game: Beneficial ownership of ~1.1% indicates meaningful exposure; however, the company is pre-revenue with persistent losses (EBITDA and Net Income negative) and going-concern language in FY2024–FY2025, tempering the pay-for-performance narrative and underscoring execution risk at Grassy Mountain and Sleeper .
- Retention and CoC economics: Severance and CoC protections (2x salary and 2x average bonus) are standard for small-cap mining developers and are double-trigger in nature, balancing retention with potential acquisition scenarios; discretionary pre-CoC bonus adds flexibility but could be scrutinized by investors .
- Capital structure considerations: The $15M Sprott secured royalty convertible debenture (10% interest, royalty conversion feature) secured by project assets reflects cost of capital and project financing strategy; CFO’s stewardship of financing with embedded derivative accounting is a critical execution lever, but adds burden until permits and production are achieved .
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