Christopher E. Herald
About Christopher E. Herald
Christopher E. Herald (age 72) is CEO (since June 1999) and President (since August 1993) of Solitario Resources Corp. and has served as a director since August 1992; he holds an M.S. in Geology (Colorado School of Mines) and a B.S. in Geology (University of Notre Dame) . Under his tenure, Solitario operates as an exploration company without consistent revenues; recent results reflect net losses of $(5,368)k in 2024, $(3,754)k in 2023, and $(3,928)k in 2022, while total shareholder return (value of $100 invested at 12/31/2021) was $118 at 12/31/2024, $112 at 12/31/2023, and $124 at 12/31/2022 . He attended all Board meetings in 2024 and was the only director to attend the 2024 annual meeting of shareholders; he is not independent and serves on the Health, Safety, Environment and Social Responsibility (HS&E) Committee, with the company maintaining an independent non-executive Chairman separate from the CEO role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Solitario Resources | Chief Executive Officer | Jun 1999–present | Led exploration strategy, M&A evaluation, capital access; long-tenured leadership continuity . |
| Solitario Resources | President | Aug 1993–present | Corporate leadership since inception phase . |
| Solitario Resources | Director | Aug 1992–present | Board continuity; governance and strategy input . |
| Crown Resources Corporation | CEO; President; Director | CEO: Jun 1999–Aug 2006; President: Nov 1990–Aug 2006; Director: Apr 1989–Aug 2006 | Led through Crown–Kinross merger; prior operating track record . |
| Echo Bay Mines; Anaconda Minerals | Senior Geologist | Prior to Crown (years not specified) | Technical grounding in exploration/operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Viva Gold Corp (TSXV: VAU) | Director | Current | Cross-board interlock: Solitario director Jim Hesketh is CEO/Director of Viva Gold (potential information network) . |
| Adamera Minerals (TSXV: ADZ) | Director | Current | Exploration-focused exposure . |
| Underworld Resources Inc. | Director | 2009–2011 | Junior exploration experience . |
| Atna Resources | Director | 2009–2015 | Industry governance experience . |
| Denver Gold Group | Chairman (past) | — | Industry leadership and visibility . |
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Base Salary | 172,000 | 176,000 |
| All Other Compensation | 30,000 (401(k) match) | — (none disclosed) |
| Total Fixed (Salary + All Other) | 202,000 | 176,000 |
Notes:
- Base salary was increased effective Jan 1, 2024 (CEO to $176,000) reflecting peer reviews; Solitario has minimal staff and uses discretion vs fixed benchmarks .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Cash Bonus ($) | 97,000 | 77,000 |
| Option Awards (Grant-date fair value, $) | — (no grants) | 231,974 (440,000 options granted 6/7/2024) |
Incentive design and metrics:
- Annual bonus: Discretionary, targeted 0–100% of base salary; driven by operational progress (Golden Crest drilling/exploration, JV project advancement), financing and share price influence, not formulaic financials (no revenue/EBITDA targets) . 2024 cash bonuses to NEOs reflected Golden Crest progress and stock performance influence among other subjective factors .
- Equity: Historically service-vested stock options; 2024 grant under 2023 Plan had a 5-year term, $0.85 strike, 25% vest at grant then 25% annually over 3 years (no performance conditions) .
Vesting schedule for 2024 CEO option grant (440,000 options at $0.85; 5-year term):
| Vesting Date | Options Vesting (#) |
|---|---|
| Jun 7, 2024 | 110,000 |
| Jun 7, 2025 | 110,000 |
| Jun 7, 2026 | 110,000 |
| Jun 7, 2027 | 110,000 |
Insider selling pressure (exercises):
- Herald exercised no options in 2024 (0 shares) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,863,667 shares (approx. 3.4% of outstanding) . |
| Options exercisable within 60 days | 635,000 (included in beneficial ownership) . |
| Outstanding options by grant (as of 12/31/2024) | 225,000 @ $0.20 exp. 4/1/2025 (exercisable); 315,000 exercisable + 105,000 unexercisable @ $0.60 exp. 9/7/2027; 110,000 exercisable + 330,000 unexercisable @ $0.85 exp. 6/6/2029 . |
| In-the-money profile at 12/31/2024 | Reference price $0.59; $0.20 strike options were in-the-money; $0.60 roughly at-the-money; $0.85 out-of-the-money . |
| Ownership guidelines | No formal stock ownership guidelines for NEOs . |
| Hedging/pledging | Insider policy restricts trading while in possession of MNPI and allows 10b5-1 plans; no disclosure of pledging policy; no hedging detail beyond MNPI restriction . |
| Director compensation treatment | Herald receives no separate director pay (compensated as officer) . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreements | None (no ongoing employment contracts) . |
| Change-in-control (CIC) cash severance | 2.5x base salary if terminated within 3 years after CIC (CEO: $440,000 as of 12/31/2024) . |
| Equity vesting on CIC | All unvested stock options vest upon CIC (single-trigger equity acceleration) . |
| Excise tax gross-up | CIC provides for gross-up if 280G excise tax would apply; not triggered as of 12/31/2024 . |
| Non-compete / non-solicit | Not disclosed in proxy . |
| Clawback | Compensation Recoupment Policy adopted Oct 2, 2023; recovery if restatement and intentional unlawful misconduct contributed . |
Board Governance (director service, committees, independence)
- Board service: Director since August 1992; CEO since June 1999; attended all Board meetings in 2024 and was the only director to attend the 2024 annual shareholders’ meeting .
- Committees: Member, HS&E Committee (not on Audit or Compensation) .
- Independence/dual role: Not an independent director; Board structure maintains separation of non-executive Chairman and CEO, mitigating CEO/Chair concentration; current Chairman (Brian Labadie) did not stand for re‑election in 2025 .
- Director pay: Non-employee directors receive modest retainers and option awards; Herald receives no separate director compensation .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 invested at 12/31/2021 | $124 | $112 | $118 |
| Net Income (Loss, $000s) | (3,928) | (3,754) | (5,368) |
Context:
- Bonuses and equity decisions emphasize operational milestones (not financial metrics) including Golden Crest drilling progress (11 holes completed in 2024) and broader junior mining equity trends influencing stock price .
- Say‑on‑pay support exceeded 98% in 2024, indicating strong shareholder alignment on compensation design .
Compensation Committee Analysis and Peer Benchmarking
- Committee independence: Compensation Committee comprised of independent directors; met twice in 2024; no compensation consultants used .
- Peer group (for context, not strict benchmarking): Vista Gold, Tinka Resources, Integra Resources, Revival Gold; used as directional inputs given Solitario’s small team and exploration focus .
- Philosophy: Discretionary, simple objectives, substantial equity/at‑risk elements; no fixed pay/performance formulae; committee retains broad discretion .
Related Party Transactions and Conflicts
- No material related party transactions since Jan 1, 2024; Board maintains a Related Party Transaction Policy .
- External interlock: Both Herald (director) and Solitario director Jim Hesketh (CEO/Director) serve at Viva Gold Corp., representing a potential information network; Board independence structure otherwise robust (Audit/Comp committees independent) .
Risk Indicators & Red Flags
- CIC features include single‑trigger equity acceleration and an excise tax gross‑up provision (shareholder‑unfriendly) .
- Lack of formal ownership guidelines for NEOs (alignment risk if ownership not sustained) .
- Discretionary bonuses without formulaic financial metrics (potential subjectivity), though investor support has been strong (>98% 2024 say‑on‑pay) .
- Dilution backdrop: Proposal to increase authorized shares to 200,000,000 (not directly a Herald-specific risk but relevant to option overhang and issuance capacity) .
Equity Plan and Vesting Mechanics (detail)
| Plan / Grant | Size | Exercise Price | Term | Vesting |
|---|---|---|---|---|
| 2023 Plan (CEO grant 6/7/2024) | 440,000 options | $0.85 | 5 years | 25% at grant; then 25% annually on anniversary x3 . |
| Legacy grants (as of 12/31/2024) | 225,000 @ $0.20 exp. 4/1/2025 (exercisable); 420,000 @ $0.60 exp. 9/7/2027 (315,000 exercisable; 105,000 unexercisable); 440,000 @ $0.85 exp. 6/6/2029 (110,000 exercisable; 330,000 unexercisable) . |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: >98% support; Board/Committee judged no major redesign necessary .
- 2025 say‑on‑pay on the ballot; Board recommends FOR approval of executive compensation .
Investment Implications
- Alignment: Herald’s meaningful ownership (~3.4%) and large unvested/at‑risk equity align him with shareholder outcomes; however, absence of ownership guidelines and discretionary bonus design introduce subjectivity risk .
- Overhang/pressure: 2024 option grant vests through 2027 (110k per year), creating periodic potential supply; Herald did not exercise options in 2024; $0.20 options were in-the-money at year‑end 2024 while $0.85 remain out-of-the‑money at the disclosed reference price .
- Retention/exit economics: CIC provides 2.5x salary cash ($440k at 12/31/2024), single‑trigger equity acceleration, and potential tax gross‑up—supportive of retention but shareholder‑unfriendly if triggered .
- Execution focus: Incentives emphasize exploration milestones (Golden Crest progress) over financial metrics; TSR has been variable alongside junior mining cycles; investors should track drilling progress, JV milestones (Lik, Florida Canyon), and equity issuance cadence post-authorized share increase .