Gil Atzmon
About Gil Atzmon
Independent director of Solitario Resources Corp. (XPL) since July 2017; age 65. Founder and former Chairman/CEO/President of Zazu Metals Corporation until its acquisition by Solitario in July 2017. Education includes B.A. in Geology & Geography (Columbia College, Columbia University) and M.A. in Energy & Mineral Resources Economics (University of Texas at Austin); over 40 years’ experience across mining executive roles, investment banking, and fund management; Nationally Registered Emergency Medical Technician .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zazu Metals Corporation | Founder; Chairman, CEO, President | 2006–Jul 2017 | Led Zazu through development until it became wholly owned by Solitario; deep familiarity with Solitario’s Lik project . |
| Ivanhoe Mines Ltd. | Vice President, Corporate Development | 2001–2002 | Corporate development leadership in global mining . |
| BNP Paribas | Global energy & mining specialist, institutional equity & sales | 2000–2001 | Capital markets and sector coverage . |
| US Global Investors, Inc. | Chief Investment Strategist & Portfolio Manager | 1998–2000 | Investment strategy and portfolio management for energy/mining . |
External Roles
| Company | Role | Status |
|---|---|---|
| None disclosed | — | No current public company directorships listed for Atzmon in the proxy . |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating Committee (independent committee; met once in 2024) .
- Independence: Board determined Atzmon is independent under NYSE American rules .
- Attendance: Board held 4 meetings in 2024; all incumbent directors attended all Board and committee meetings except Mr. Crumb (missed one). Atzmon had full attendance at Board and committee meetings in 2024 .
- Annual meeting attendance: Only CEO/Director Christopher Herald attended the 2024 Annual Meeting of Shareholders; no formal policy requiring director attendance .
- Board leadership: Company maintains separate CEO and non‑executive Chairman structure to support independent oversight .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $9,800 | Paid $2,450 per quarter; covers Board and committee participation; reductions may apply for missed regular meetings . |
| One-time bonus (cash) | $20,000 | Paid to directors during 2024 . |
| Committee chair fees | $2,300 | Audit Committee chair only; not applicable to Atzmon . |
- No change to annual/quarterly director fees vs. 2023 .
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Fair Value | Exercise Price | Term/Expiration | Vesting |
|---|---|---|---|---|---|---|
| Stock Options (2023 Plan) | Jun 7, 2024 | 150,000 | $79,082 | $0.85 | 5-year life; expected expiration Jun 6, 2029 | 25% at grant; remaining 75% vest 25% annually on each grant anniversary over 3 years . |
- Equity awards to directors/NEOs in 2024 were not tied to financial performance metrics (e.g., revenue, EPS); awards are time-based under the plan .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Zazu Metals Corporation | Former founder/CEO; acquired by Solitario in 2017 | No related party transactions disclosed for 2024–2025; Board has a related party transaction policy with disinterested approval requirements . |
Expertise & Qualifications
- Mining industry: 40+ years spanning exploration, operations, corporate development, and financing; leadership in global mining ventures .
- Capital markets: Investment banking (BNP Paribas) and fund management (US Global Investors) experience; financing of exploration/development projects .
- Education: Geology/Geography (Columbia University); Energy & Mineral Resources Economics (University of Texas at Austin) .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Gil Atzmon (Director) | 3,308,370 | 4.0% | Includes 250,000 options exercisable within 60 days . |
- Company reports no pledging or related party transactions involving directors in 2024–2025; insider trading policy imposes pre-clearance and blackout periods, and restricts trading while in possession of MNPI; Rule 10b5‑1 plans permitted .
Governance Assessment
- Strengths: Independent director with full Board/committee attendance in 2024; meaningful ownership (4.0%) supporting alignment; service on Nominating Committee contributes to board composition and governance oversight .
- Potential weaknesses: Did not attend 2024 Annual Meeting of Shareholders (only Herald attended), which may be viewed as reduced direct shareholder engagement though no attendance policy exists .
- Conflicts/related-party: None disclosed for the period; Board maintains formal related party transaction policy requiring disinterested approvals .
- Compensation signals: Director pay mix leans heavily toward equity via stock options with time-based vesting; one-time cash bonus in 2024. Absence of performance-linked metrics for director equity may be seen as weaker pay-for-performance alignment, but is common for small-cap exploration companies .
- Company-wide governance context: Separate CEO and non-executive Chairman structure; high shareholder support for executive compensation (98% “say-on-pay” approval in 2024), indicating broad investor confidence in compensation practices .