Debbie Austin
About Debbie Austin
Independent director of Solitario Resources Corp. (NYSE American: XPL) since April 2022; age 72 in 2025. Former long-tenured Solitario/Crown executive (30+ years) retired in 2018; BS magna cum laude from Texas A&M University. The Board has determined she is independent under NYSE American Section 803A and she currently chairs the Health, Safety, Environment & Social Responsibility (HS&E) Committee; also serves on the Corporate Governance & Nominating Committee. She is also a director of Yoakum National Bank in Yoakum, Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solitario Resources Corp. | Roles of increasing responsibility; retired | 30+ years; retired 2018 | Deep investor relations experience; ESG engagement expertise highlighted by Board |
| Crown Resources Corporation | Roles of increasing responsibility; prior to Solitario | 30+ years combined (Crown and Solitario) | Shareholder engagement, junior mining investment community relationships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yoakum National Bank (Yoakum, Texas) | Director | Not disclosed | Current directorship; separate from Solitario |
Board Governance
- Independence: Board determined Austin is independent under NYSE American Section 803A .
- Committees (2024–2025):
- HS&E Committee: Chair; members Austin, Hesketh, Herald; met once in 2024 .
- Corporate Governance & Nominating Committee: Members Atzmon, Crumb, Austin; met once in 2024 .
- Not listed on Audit or Compensation Committees in 2025 .
- Attendance (FY 2024): Four Board meetings; all incumbent directors attended all Board meetings except Mr. Crumb missed one; all directors attended all committee meetings on which they served. Company has no formal annual meeting attendance policy; only Mr. Herald attended the 2024 Annual Meeting of Shareholders .
- Shareholder support: In 2024, Debbie (listed as Debbie Mino-Austin) received 99.36% of votes cast “For” in director elections; Say‑on‑Pay approved with 98.45% support; shareholders chose annual Say‑on‑Pay frequency through 2030 .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Director Retainer (policy) | $9,800 ($2,450 per quarter) | $9,800 ($2,450 per quarter) | $9,800 ($2,450 per quarter) |
| Additional Chairman Fee (policy) | $2,300 ($575 per quarter) | $2,300 ($575 per quarter) | $2,300 ($575 per quarter) |
| Audit Committee Chair Fee (policy) | $2,300 ($575 per quarter) | $2,300 ($575 per quarter) | $2,300 ($575 per quarter) |
| Fees Earned or Paid in Cash (Austin) | $4,900 | $9,800 | $9,800 |
| All Other Compensation (Austin) | $0 | $0 | $4,000 (one-time bonus) |
| Total (Austin) | $67,992 | $9,800 | $92,882 |
Notes:
- Director fees cover participation in all Board and committee meetings; reductions may be made for missed meetings .
- A one-time bonus was paid to directors during 2024; Austin received $4,000 .
Performance Compensation
| Award Detail | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Equity Award Type (Austin) | Stock options (2013 Plan) | None granted | Stock awards column reflects option grants under 2023 Plan |
| Grant Date | Sep 8, 2022 | N/A | Jun 7, 2024 |
| Number of Options (Austin) | 170,000 (part of five non-exec director grants) | N/A | 150,000 |
| Grant-Date Fair Value (Austin) | $63,092 | $0 | $79,082 |
| Exercise Price | $0.60 (2013 Plan grants on 9/8/2022) | N/A | $0.85 (2023 Plan grants on 6/7/2024) |
| Term | 5 years (2013 Plan 2022 grants) | N/A | 5 years (2024 grants) |
| Vesting | 25% at grant; 25% annually over 3 years (2013 Plan general) | N/A | Per Committee; vesting schedule not expressly disclosed for 2024 awards |
Clarification: The FY 2024 director compensation table labels “Stock Awards,” but the footnote specifies these amounts represent option awards granted on June 7, 2024 under the 2023 Plan .
Other Directorships & Interlocks
| Company | Role | Public Company? | Potential Interlock/Conflict |
|---|---|---|---|
| Yoakum National Bank | Director | Not disclosed | None disclosed in related-party sections |
Expertise & Qualifications
- Investor relations and shareholder engagement: extensive interactions with retail and institutional shareholders over career; strong ESG engagement capabilities recognized by the Board .
- Industry experience: >30 years in mining sector across Crown and Solitario .
- Education: BS, magna cum laude, Texas A&M University .
- Governance leadership: HS&E Committee Chair overseeing health, safety, environmental and social responsibility matters; committee met once in 2024 .
Equity Ownership
| Metric | As of Apr 26, 2024 | As of Apr 28, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 259,161 | 381,661 |
| Percent of Class | <1% (“**” indicates less than 1%) | <1% (“**” indicates less than 1%) |
| Options Exercisable Within 60 Days (included) | 85,000 | 250,000 |
No pledging/hedging or deferred compensation elections disclosed for directors; no stock ownership guidelines disclosed for directors .
Governance Assessment
- Positives:
- Independence affirmed; serves as HS&E Committee Chair and on Nominating Committee, enhancing ESG oversight and governance rigor .
- Strong attendance and engagement: full attendance at Board and committee meetings in 2024; high shareholder support in 2024 election .
- Ownership alignment: meaningful personal stake with 381,661 shares beneficially owned and 250,000 options currently exercisable within 60 days (2025), though still under 1% of shares outstanding .
- No related-party transactions involving Austin; robust related-party policy in place .
- Watch items:
- Prior employment with Solitario (retired 2018) could be perceived as a familiarity risk; mitigated by formal independence determination and committee roles not on Audit/Compensation in 2025 .
- Annual meeting attendance is not required and only the CEO attended in 2024; investors may prefer higher director presence at annual meetings .
Compensation Committee Analysis
- Composition (2025): Labate and Hesketh serve on Audit and Compensation Committees; Austin is not a member of the Compensation Committee .
- Independence and consultants: Compensation Committee members are independent; historical disclosure notes no compensation consultants engaged in determining or recommending executive/director compensation in the last year (2023 disclosure) .
- Policy signals: Equity grants in 2024 shifted under the new 2023 Plan with five-year term and market-based strike price at grant; no evidence of repricing without shareholder approval per plan terms .
Say‑on‑Pay & Shareholder Feedback
| Item | Result | Date |
|---|---|---|
| Director election support for Debbie (Debbie Mino‑Austin) | 99.36% For of shares voting (excluding broker non‑votes) | Jun 20, 2024 |
| Say‑on‑Pay (advisory) | 98.45% For | Jun 20, 2024 |
| Say‑on‑Pay frequency | Annual (One Year) selected; 99.00% of shares voting | Jun 20, 2024 |
RED FLAGS
- None disclosed regarding related-party transactions, option repricing, tax gross‑ups for directors, hedging/pledging, or legal proceedings in the referenced documents .
Notes and Sources
- Biographical, governance, committee membership, independence, and HS&E chair details: 2025 and 2024 DEF 14A .
- Director compensation tables and policy: 2023, 2024, 2025 DEF 14A .
- Equity award specifics (exercise price, term, plan mechanics): 2025 and 2023 DEF 14A .
- Beneficial ownership: 2024 and 2025 DEF 14A .
- Voting results (Say‑on‑Pay, frequency, director election): 8‑K filed June 21, 2024 .