Business Context and Reporting Period
This Form 8-K Current Report was filed by Gold Resource Corp on August 6, 2020. The filing addresses significant changes in executive leadership and board composition, specifically the retirement of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and employment terms.
Material Changes
- Departure of CFO: John Labate retired as Chief Financial Officer effective August 6, 2020.
- Appointment of New CFO: Kimberly Perry was appointed to succeed Mr. Labate, effective August 14, 2020.
- Board Resignation: Ms. Perry resigned from the Board of Directors to assume the CFO role. The Company will search for a new independent director to fill the vacancy.
- Consulting Arrangement: Mr. Labate will enter a one-year consulting agreement with a retainer of $5,000 per month to facilitate transition.
Compensation and Employment Terms
Ms. Perry's employment agreement includes the following terms:
- Base Salary: $300,000 annually.
- Annual Incentive: Targeted at up to 100% of base salary.
- Equity: Eligible for stock options, restricted stock units, or other awards under the 2016 Equity Incentive Plan.
- Termination Benefits:
- Termination without Cause or resignation for Good Reason: 12 months of salary and benefit continuation.
- Change in Control scenarios: Lump sum equal to 24 months of base salary plus the greater of the aggregate bonus received or the targeted bonus for the preceding two years.
The filing states that Ms. Perry's resignation from the Board was not the result of any disagreement with the Company regarding operations, policies, or practices.
Investor Verification Checklist
- Verify the effective date of Kimberly Perry's CFO appointment (August 14, 2020) and the interim financial oversight arrangement.
- Confirm the timeline for the search and appointment of a new independent director to replace Ms. Perry on the Board.
- Review the specific terms of the consulting agreement with John Labate to ensure alignment with the stated $5,000 monthly retainer.
- Monitor future filings for the specific equity awards granted to Ms. Perry under the 2016 Equity Incentive Plan.