Gold Resource (GORO) Proxy Filing summary

Executive summary

• 2024 was marked by operational challenges, including hurricanes, political blockades, and equipment constraints, but operational efficiencies and cost controls were implemented, and safety performance improved with zero lost time injuries.

• Exploration focused on the Three Sisters vein system, aiming to increase higher-margin reserves and production flexibility; capital investment is planned for fleet upgrades and processing plant enhancements over the next year.

• The company maintained a disciplined balance sheet, limited executive and director compensation, and prioritized shareholder alignment during periods of lower share price performance.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors, approve executive compensation on a non-binding advisory basis, and ratify BDO USA, P.C. as independent auditor for 2025.

• The Board recommends voting FOR all director nominees, FOR the say-on-pay proposal, and FOR auditor ratification.

• No shareholder proposals are included for this meeting.

Board of directors and corporate governance

• The Board consists of three directors: Ron Little (Interim Chair), Allen Palmiere (CEO), and Lila Manassa Murphy, with two deemed independent.

• Board committees include Audit, Compensation, Nominating and Governance, and Sustainability, each with defined charters and responsibilities.

• Board diversity is considered in nominations, and ongoing director education and site visits are provided.

• Share ownership and anti-hedging policies are in place for directors and executives.