Joshua D. Crumb

About Joshua D. Crumb

Joshua D. Crumb (age 45) has served as an independent director of Solitario Resources Corp. (XPL) since July 2017. He is founder, Chairman & CEO of Abaxx Technologies Inc. (NEO: ABXX) since December 2020, and co‑founder and Chief Strategy Officer of BitGold Inc. (TSXV: XAU) since 2021; previously, he was a founder, director and Chief Strategy Officer of Goldmoney Inc. He also served as Senior Metals Strategist (Executive Director) at Goldman Sachs (2010–2012) and held roles in the Lundin group, including Director of Corporate Development at Lundin Mining. He holds an M.S. in Mineral Economics, a Graduate Certificate in International Political Economy, and a B.S. in Engineering from the Colorado School of Mines .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Crumb is independent under NYSE American Section 803(A) .
• Committees: Member, Nominating & Corporate Governance Committee (with Gil Atzmon and Debbie Austin); all members independent; committee met once in 2024 .
• Attendance: Board met 4 times in 2024; Mr. Crumb missed one board meeting. All incumbent directors attended all committee meetings on which they served. Only the CEO (Mr. Herald) attended the June 20, 2024 Annual Meeting; director attendance at the AGM is not required by policy .
• Board leadership: Separate CEO and non‑executive Chair structure maintained, with the Chair acting as liaison and presiding at meetings; structure intended to provide independent oversight .

Fixed Compensation (Director)

Performance Compensation (Director)

• 2024 director equity was granted under the 2023 Solitario Stock and Incentive Plan; total 2,125,000 options were granted company‑wide on June 7, 2024 at a $0.85 exercise price and five‑year term; Black‑Scholes assumptions: 72% volatility, 4.3% risk‑free rate .
• The company disclosed that 2024 grants were not tied directly or indirectly to specific Company financial performance metrics (e.g., net income or asset values) .
• One‑time cash bonus: Several directors received a one‑time bonus in 2024; Mr. Crumb did not receive any “All Other Compensation,” whereas some peers received $4,000–$22,000 .

Other Directorships & Interlocks

Related‑party transactions: The company reported no material related‑party transactions since January 1, 2024 involving directors or officers above the lesser of $120,000 or 1% of total assets; a policy requires disinterested board approval and Audit/Compensation Committee oversight where applicable .

Expertise & Qualifications

• Capital markets and commodities: Former Senior Metals Strategist at Goldman Sachs; corporate development in Lundin group .
• Entrepreneurial/operator experience in fintech/commodities infrastructure (Abaxx; BitGold; Goldmoney) .
• Education: M.S. Mineral Economics; Graduate Certificate in International Political Economy; B.S. Engineering, Colorado School of Mines .

Equity Ownership

• Footnote: “**” denotes holdings of less than 1% of outstanding shares .

Insider Trades and Section 16 Compliance

Compensation Committee Analysis (Context for board pay governance)

• Composition: Independent directors Mr. Labadie (Chair), Mr. Labate, and Mr. Hesketh; met twice in 2024 .
• Consultants: None engaged in the last year; the committee has authority to retain advisors but did not do so .
• Peer view (for executive benchmarking): Reviewed disclosures from Vista Gold Corp., Tinka Resources Limited, Integra Resources, and Revival Gold, Inc. in 2024–2023; no stated target percentile .

Say-on-Pay & Shareholder Feedback (2024)

• Say‑on‑pay approval: 98.45% votes in favor (30,647,871 for; 230,124 against; 250,162 abstain; 8,815,181 broker non‑votes) .
• Frequency of say‑on‑pay: Shareholders supported an annual vote through 2030 (99.00% for “One Year”) .

Governance Assessment

• Strengths

  • Independence and committee service: Mr. Crumb is an independent director and serves on the Nominating & Governance Committee, supporting board refreshment and governance processes .
  • Ownership alignment: Holds 345,360 shares including 245,000 options exercisable within 60 days (skin‑in‑the‑game, albeit <1% of outstanding) .
  • Balanced board structure: Company maintains separate CEO and independent Chair, enhancing oversight .
  • Shareholder support signals: High say‑on‑pay approval (98.45%) and annual vote cadence indicate strong investor alignment with compensation governance .

• Watch items / RED FLAGS

  • Section 16(a) compliance lapse: One delinquent Form 4 in 2024 for Mr. Crumb—procedural issue that can affect investor confidence if persistent .
  • Attendance: Missed one of four board meetings in 2024; while he attended all committee meetings, consistent full board attendance is expected for small‑cap exploration companies with elevated operational risk .
  • Role concentration outside XPL: Concurrent CEO/Chair role at Abaxx and strategy role at BitGold may raise questions on time commitments; however, no related‑party transactions with Solitario were reported for 2024–2025 .

• Compensation alignment observations

  • Director cash pay is modest ($9,800), with equity in the form of options ($65,538 grant‑date fair value for 130,000 options at $0.85 exercise), aligning director incentives with long‑term shareholder value; 2024 grants were not tied to financial metrics, consistent with exploration‑stage governance norms .
  • Mr. Crumb did not receive the one‑time director cash bonus awarded to several peers in 2024, reducing cash bias in his pay mix .