John Labate
About John Labate
John Labate (age 76) has served as an independent director of Solitario Resources Corp. since December 2016 and is the Audit Committee Chairman. He is recognized by the Board as the audit committee financial expert and brings over 40 years of mining-industry finance and accounting leadership, including CFO roles at multiple public miners; he holds a B.S. in Accounting from San Diego State University and passed all parts of the CPA exam .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortitude Gold Corporation (OTC: FTCO) | Chief Financial Officer | Mar 2021–2024 | Senior finance leadership at U.S. gold producer |
| Gold Resource Corporation | Chief Financial Officer | May 2015–Aug 2020 | Led public company finance and reporting |
| Anaconda Minerals Company | Operations Analysis Manager | 1980–1986 | Mining operations analytics |
| Bond International Gold | Corporate Controller | 1987–1991 | Corporate accounting leadership |
| Crown Resources Corporation (TSX: CRS) | Chief Financial Officer | 1992–1997 | Public mining CFO experience (U.S./Canada) |
| GeoBiotics | Chief Financial Officer | 1997–1999 | CFO responsibilities |
| Applied Optical Technologies | Chief Financial Officer | 1999–2004 | CFO responsibilities |
| Constellation Copper | Chief Financial Officer | 2004–2008 | CFO responsibilities |
| Golden Star Resources | Chief Financial Officer | 2008–2012 | CFO responsibilities |
| East Cape Advisors | Principal | 2012–2015 | Advisory and corporate finance |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Fortitude Gold Corporation | CFO | Not disclosed as board member | Executive role, retired 2024 |
| Gold Resource Corporation | CFO | Not disclosed as board member | Executive role |
| Multiple prior mining companies | CFO/Controller roles | Not disclosed as board member | Extensive senior finance leadership |
No current external public company directorships are disclosed in XPL’s proxy for Mr. Labate .
Board Governance
- Committees: Audit (Chair), Compensation (member). Mr. Labate serves alongside independent directors; the Board designated him the audit committee financial expert .
- Independence: Board determined Mr. Labate to be independent under NYSE American rules .
- Attendance: The Board met 4 times in 2024; each incumbent director attended all Board and assigned committee meetings, except Mr. Crumb missed one Board meeting. Mr. Labate had perfect attendance in 2024 .
- Other board structure: Separate CEO and non-executive Chairman governance model; the Chairman (Mr. Labadie) is not standing for re-election in 2025, but this does not affect Mr. Labate’s committee roles .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $9,800 | $2,450 per quarter; structure applicable to all directors |
| Audit Committee Chair Fee (cash) | $2,300 | $575 per quarter; applicable to Mr. Labate |
| 2024 Cash Paid (Fees earned) | $12,100 | Actual cash fees paid to Mr. Labate in 2024 |
Performance Compensation
| Award | Grant Date | Quantity | Fair Value | Exercise Price | Term | Vesting |
|---|---|---|---|---|---|---|
| Stock Options (2023 Plan) | Jun 7, 2024 | 165,000 | $86,990 | $0.85/share | 5 years | Company indicates options generally vest 25% at grant and 25% annually; 2024 NEO grants follow this schedule |
| One-time cash bonus | 2024 | — | $21,000 | — | — | Discretionary director bonus paid in 2024 |
Performance metric design: Director equity awards in 2024 were not tied to traditional financial metrics (e.g., revenue, EPS); the company uses operational progress (e.g., exploration) and discretionary judgment rather than formulaic metrics for awards and bonuses .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | No Compensation Committee interlocks or insider participation; members (including Mr. Labate) are independent and not officers/employees in last 3 years . |
Expertise & Qualifications
- Financial expert: Designated audit committee financial expert; deep public-company finance, accounting, regulatory management experience in U.S. and Canada .
- Education: B.S. Accounting (San Diego State University); passed CPA exam .
- Committee acumen: Chair, Audit Committee; member, Compensation Committee; active in risk oversight of financial reporting and compensation governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John Labate | 434,583 | <1% | Includes 253,750 options exercisable within 60 days |
Ownership alignment considerations:
- Vested vs. unvested: Proxy discloses options exercisable within 60 days; further director-specific vesting detail not separately itemized beyond plan terms .
- Pledging/Hedging: Insider trading policy restricts trading while in possession of MNPI and provides for 10b5-1 plans; no pledging disclosures for Mr. Labate .
Governance Assessment
- Strengths: Independent status; audit financial expert leading the Audit Committee; perfect attendance; modest, transparent director cash retainer structure; equity grants sized and priced at market with standard vesting; no related-party transactions or disclosed conflicts .
- Incentives/Alignment: Personal ownership (<1%) plus vested options support alignment, though ownership size is limited relative to float; equity awards and discretionary bonuses are not formulaic but tied to operational progress and board judgment .
- Policies/Controls: Compensation Recoupment Policy adopted Oct 2, 2023; robust committee charters; separation of Chair and CEO; active risk oversight. No compensation consultants used; committee independence affirmed .
- Potential watch items: Authorization to increase common shares (anti-takeover effects possible though Board states not prompted by control efforts); director bonuses are discretionary—monitor consistency and linkage to performance; personal ownership below 1%—track growth in holdings over time .
Say-on-pay context: 2024 advisory vote garnered >98% approval, indicating broad shareholder support for compensation philosophy and practices; though focused on NEOs, it signals investor confidence in governance and pay oversight .