Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Officer and Director Departure
Effective June 17, 2024, Warren Rehn resigned as President and Chief Executive Officer (Principal Executive Officer) of Golden Minerals Company (the “Company”), and as a member of the Board of Directors of the Company (the “Board”), effective immediately.
In connection with his resignation, and pursuant to the terms of a Separation Agreement entered into between the Company and Mr. Rehn (the “Separation Agreement”):
| (i) | the Company will issue 40,000 shares of the Company’s common stock, par value $0.01 per share (“common stock”), in respect of 40,000 outstanding restricted stock units previously issued to Mr. Rehn pursuant to the Company’s 2009 Equity Incentive Plan, of which 20,000 had been previously vested and the remaining 20,000 vested upon Mr. Rehn’s separation from the Company; |
| (ii) | the Company will issue 150,000 shares of common stock in respect of 150,000 vested KELTIP units previously issued to Mr. Rehn under the Company’s 2013 Key Employee Long-Term Incentive Plan (“KELTIP”); |
| (iii) | the Company will make a one-time grant of 300,000 shares of common stock under the Company’s 2023 Equity Incentive Plan (the “Plan”) that will vest immediately, subject to the terms of the Plan; and |
| (iv) | the Company will make a one-time cash payment of $50,000, subject to normal tax withholdings. |
As a condition of the Separation Agreement, Mr. Rehn executed a release of claims in favor of the Company.
Contemporaneously with the signing of the Separation Agreement, Mr. Rehn also entered into a Consulting Agreement with the Company (the “Consulting Agreement”), effective as of June 17, 2024. Under the Consulting Agreement, Mr. Rehn will provide consulting services on exploration matters to the Company for a period of 18 months (the “Initial Period”). After the Initial Period, the Consulting Agreement will automatically renew on a month-to-month basis unless terminated earlier by either party upon delivery of a written notice of non-renewal at any time prior to the beginning of the next month. Additionally, following the Initial Period, the Company may temporarily suspend all or any part of the services under the Consulting Agreement for such period of time as may be determined by the Company to be necessary or desirable. The Company will compensate Mr. Rehn $14,000 per month for his consulting services, to be paid in monthly installments.
Mr. Rehn’s resignation from the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The descriptions above are a summary of the terms of the Separation Agreement and the Consulting Agreement and are qualified in their entirety by such agreements, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Officer and Director Appointment
On June 15, 2024, the Board of Directors appointed Pablo Castanos, the then-current Executive Vice President, as President and Chief Executive Officer of the Company and as a member of the Board, effective immediately. The appointments were made at the recommendation of the Corporate Governance and Nominating Committee of the Board.
In his new role as President and Chief Executive Officer, Mr. Castanos’s compensation includes the following: (i) an annual base salary of $300,000, (ii) a grant of 400,000 shares of restricted stock units with 200,000 vesting on the first anniversary, and 200,000 vesting on the second anniversary. Please see the Proxy Statement on Schedule 14A filed by the Company on March 28, 2024, for Mr. Castanos’s biographical information, which biographical information is incorporated herein by reference.
