Rachel Goldman
About Rachel Goldman
Rachel Goldman, age 53, is Chief Executive Officer and a Director of Paramount Gold Nevada Corp. She joined the Board in 2020 and has two decades of experience in institutional equity sales and mining-sector financings, with a Bachelor of Commerce (Finance) from Concordia University . As PEO, her “Compensation Actually Paid” rose from $350,416 in FY2023 to $734,207 in FY2024, then decreased to $520,004 in FY2025; over the same period, Paramount’s cumulative TSR rose from $86.30 (FY2023 base $100) to $94.80 (FY2024) and $116.10 (FY2025), while GAAP net losses were $6.45m (FY2023), $8.06m (FY2024), and $9.05m (FY2025) . She is CEO and a director; the Board maintains separation of Chair (non-executive) and CEO roles, with Rudi Fronk as Chair and Goldman as CEO, and a majority of independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Desjardins Securities | Managing Director, Institutional Equity Sales | 2016–2019 | Led mining company financings and corporate transactions; built extensive investor and mining relationships . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Pine Exploration (TSXV: RPX) | Independent Director | Not disclosed | Governance oversight; industry relationships . |
| Denver Gold Group | Independent Director | Not disclosed | Industry network and sector expertise . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $206,959 | $227,500 | $240,000 |
| Cash Bonus ($) | $0 | $172,000 | $60,000 |
| Stock Awards ($ grant-date FV) | $60,000 | $82,715 | $91,332 |
| Total Compensation ($) | $266,959 | $482,215 | $391,332 |
Notes:
- In Feb 2025, short-term incentive bonuses were approved at target for executives: Goldman $120,000, paid 50% cash and 50% in RSUs, plus 100,000 RSUs for above-target short-term incentive; the SCT reflects $60,000 cash bonus and $91,332 stock awards; narrative discloses the bonus structure and RSU grants .
Performance Compensation
| Component | Grant/Condition | Target/Metric | Actual/Payout | Vesting |
|---|---|---|---|---|
| Stock Options | 150,000 options @ $1.12 expiring 12/17/2025 | Exercisability tied to permitting milestone (final permits for Grassy Mountain) | Not disclosed | 100,000 exercisable; 50,000 unexercisable as of 6/30/2025 |
| RSUs (50,000) | Draft permits for Grassy Mountain (State of Oregon) | Regulatory milestone | Not disclosed | Vest upon draft permits |
| RSUs (50,000) | Completion of drill program at Bald Peak | Operational milestone | Not disclosed | Vest on drill program completion |
| RSUs (88,750) | TSR outperformance vs 13-company peer group by 10% over 12 months from grant | Relative TSR | Not disclosed | Vest on 12-month TSR condition |
| RSUs (88,750) | TSR outperformance vs 13-company peer group over second year from grant | Relative TSR | Not disclosed | Vest on second-year TSR condition |
| RSUs (88,750) | Delivery of Consolidated Permit Package from DOGAMI (Grassy Mountain) | Regulatory milestone | Not disclosed | Vest on DOGAMI package delivery |
| RSUs (88,750) | Time-based | Service condition | Not disclosed | Vest 4 years after grant date if still employed |
| Short-Term Incentive | FY2025 approved at target | Amount $120,000 | Paid 50% cash, 50% RSUs; plus 100,000 RSUs above target | Immediate per program terms |
Notes:
- The proxy references use of a 13-company peer group for relative TSR vesting but does not list constituents or weightings; payout and achievement data are not disclosed .
- No option repricing is permitted without shareholder approval .
Equity Ownership & Alignment
| As of Record Date (Oct 16, 2025) | Shares | Detail | % |
|---|---|---|---|
| Total Beneficial Ownership | 1,124,250 | 663,000 common shares; 100,000 vested options; 361,250 RSUs | 1.4% of 78,338,726 outstanding |
| Options (exercisable/unexercisable) | 100,000 / 50,000 | $1.12 strike; expire 12/17/2025 | — |
| RSUs (unvested tranches) | 50k, 50k, 4×88,750 | See Performance Compensation table | — |
Alignment and Policies:
- Board leadership separates Chair and CEO, supporting governance independence; majority of directors are independent .
- Hedging/pledging policies and ownership guidelines are not disclosed in the proxy; no pledging by Goldman is disclosed .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Entered February 6, 2020; amended January 26, 2024 (salary adjustments) . |
| Base Salary | $240,000 (Goldman) post-Jan 2024 amendment . |
| Bonus & Equity | Eligible for cash performance bonuses and equity incentives at Board discretion . |
| Severance (without cause / good reason) | Two times annual salary plus two times average annual bonus of prior two years, plus earned compensation and accrued vacation . |
| Change-of-Control (termination by company or good reason) | Same as severance: 2× salary + 2× average bonus of prior two years, plus earned compensation and accrued vacation; Board may award discretionary bonus immediately prior to control change . |
| Termination for cause / voluntary (no good reason) | Earned but unpaid salary only; no further obligation . |
| Clawbacks / Tax gross-ups | Not disclosed in proxy . |
| Non-compete / Non-solicit | Not disclosed in proxy . |
Board Governance
- Board Leadership: Non-executive Chairman (Rudi Fronk); CEO and Director (Rachel Goldman). Separation assessed annually; majority independent board .
- Committees and Memberships: Compensation (Fronk—Chair, Gonzalez-Urien, Carden); Audit (Reynolds—Chair, Carden, Pelletier); Corporate Governance & Nominating (Carden—Chair, Fronk, Reynolds, Gonzalez-Urien, Pelletier, Espley); Independent (Carden—Chair, Pelletier, Espley); Technical (Pelletier—Chair, Gonzalez-Urien, Espley); Search (Fronk—Chair, Reynolds, Carden). Goldman is not listed on board committees .
- Meetings and Attendance: Board met 5 times in FY2025; Audit met 4; Compensation and Corporate Governance met once each; Independent and Technical did not meet; each director attended ≥75% of meetings of the Board and their committees .
- Independence: Goldman, as CEO, is not counted among independent directors; Board includes six independent directors (Carden, Fronk, Gonzalez-Urien, Pelletier, Reynolds, Espley); Reynolds is audit committee financial expert .
Director Compensation Framework (for non-employee directors):
- Annual cash retainers: $20,000 per director; Audit Chair $7,000; Technical and Corporate Governance & Nominating Chairs $5,000; Board Chair $40,000 .
- Equity: In 2025, each non-chair, non-employee director received 75,000 stock awards vesting immediately .
- Example FY2025 director comp: Reynolds $53,550 total; Fronk $40,000; others ~$46–52k; plus outstanding options/RSUs disclosed for directors .
Compensation Structure vs Performance Metrics
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| PEO Compensation Actually Paid ($) | $350,416 | $734,207 | $520,004 |
| TSR ($ per $100 initial) | $86.30 | $94.80 | $116.10 |
| Net Income (Loss) ($) | $(6,450,531) | $(8,056,445) | $(9,050,423) |
Design features:
- Short-term incentive paid at target with half in RSUs, indicating equity alignment and retention emphasis .
- Long-term RSU vesting tied to permitting milestones (Grassy Mountain, DOGAMI) and relative TSR versus a defined 13-company peer group; includes time-based tranche; options contingent on final permits, aligning rewards to value-creation events rather than pure time-based vesting .
- No repricing provision under equity plan without shareholder approval .
Vesting Schedules and Insider Selling Pressure
- Near-term Option Expiry: 150,000 options at $1.12 expiring 12/17/2025; 100,000 currently exercisable may create exercise decision points; remaining 50,000 tied to permit receipt .
- Pending RSU Milestones: 50k RSUs on draft permits; 50k on Bald Peak drill completion; 88,750 on DOGAMI consolidated permit; relative TSR tranches (two years) and one 4-year service tranche; execution of these events governs future vesting, potentially smoothing selling pressure as vesting is event-driven .
- FY2025 bonus structure delivered partly in RSUs and additional 100,000 RSUs above target increases unvested equity, further aligning with long-term outcomes .
Say-on-Pay & Peer Group
- Advisory “Say on Pay” on FY2025 docket; Board recommends “FOR” .
- Frequency: Board recommends triennial say-on-pay votes .
- Peer Group: RSU conditions reference a 13-company peer group for TSR comparisons; constituents and target percentile not disclosed .
Related Party Transactions and Red Flags
- Policy: Audit Committee approves related party transactions; recusal required where directors have interests .
- Equity Plan Anti-dilution and No-Repricing: Adjustments allowed for corporate actions; repricing prohibited without shareholder approval .
- Plan Share Increase: Proposal to add 2,000,000 shares to the 2016 Plan, bringing reserved shares to 6,222,182 (7.94% of outstanding); 845,000 RSUs and 710,000 options outstanding; 866,000 shares available pre-increase—potential dilution consideration .
Equity Compensation Plan Information
| Category | Securities to be issued on exercise (options+RSUs) | Weighted Avg Exercise Price | Remaining available for issuance |
|---|---|---|---|
| Approved plans | 1,555,000 | $1.08 | 866,000 |
| Total | 1,555,000 | — | 866,000 |
Investment Implications
- Alignment: Goldman’s incentives are tightly linked to permitting progress at Grassy Mountain and DOGAMI and relative TSR versus peers, creating direct linkage between regulatory/operational execution and equity vesting; FY2025 bonuses paid partly in RSUs reinforce long-term alignment .
- Dilution/Overhang: Proposed 2,000,000-share increase to the 2016 Plan elevates equity overhang to 6.22m reserved (7.94% of outstanding), which may pressure dilution perceptions; however, no repricing is allowed without shareholder approval .
- Retention/Severance: Two-times salary plus two-times average bonus for both involuntary termination and change-of-control terminations provide robust retention economics; absence of disclosed clawback or ownership guidelines is a governance gap to monitor .
- Execution Risk: Vesting tied to specific permitting and drill milestones concentrates risk in regulatory outcomes; TSR-based tranches tie pay to market-relative performance, which can signal confidence but may be challenging in junior mining cycles .
- Governance: CEO/Director dual role mitigated by independent Chair and majority-independent board; Committee independence and meeting cadence disclosed, with ≥75% attendance .