Form 4: CEO Rachel Goldman Awarded Performance-Based RSUs

Paramount Gold Nevada Corp. CEO Rachel Goldman received 183,100 restricted stock units with vesting tied to project permits, share price performance, and time.

Summary

• Rachel Louise Goldman, CEO and Director of Paramount Gold Nevada Corp. (PZG), was granted a total of 183,100 Restricted Stock Units (RSUs) on December 22, 2025.
• The grants were made under the Company's 2016 Stock Incentive and Equity Compensation Plan.
• One tranche of 61,034 RSUs will vest upon the receipt of final state and federal permits for the Grassy Mountain Project.
• A second tranche of 61,033 RSUs will vest if the Company's share price outperforms the average share price of 12 peer group companies over the 12-month period ending December 31, 2026.
• The third tranche of 61,033 RSUs will vest three years from the date of grant, specifically on December 22, 2028.
• Each RSU is equivalent to one share of the Company's common stock.
• Following these transactions, Rachel Goldman beneficially owns a total of 410,600 Restricted Stock Units.

Sentiment

Score: 7

Explanation: The grant of performance-based restricted stock units to the CEO is generally a positive signal, aligning management incentives with shareholder value and key project milestones. However, the vesting conditions introduce some uncertainty regarding their ultimate realization.

Positives

• The grant of performance-based restricted stock units aligns the CEO's incentives directly with key company milestones, such as the Grassy Mountain Project permits, and shareholder value creation through share price outperformance.
• The compensation structure demonstrates a commitment to long-term strategic goals and shareholder returns.

Negatives

• No direct negatives are presented in this Form 4 filing, which primarily reports an executive compensation event.

Risks

• Vesting of 61,034 RSUs is contingent on obtaining final state and federal permits for the Grassy Mountain Project, which involves regulatory approvals and potential delays.
• Vesting of 61,033 RSUs is dependent on the Company's share price outperforming a peer group average by December 31, 2026, introducing market performance risk.
• The value of the RSUs, once vested, is subject to the future market price of Paramount Gold Nevada Corp.'s common stock.

Future Outlook

The future outlook for a significant portion of the CEO's compensation is directly tied to the successful permitting of the Grassy Mountain Project and the company's share price performance relative to its peers. This indicates a strategic focus on advancing key projects and enhancing shareholder value.

Industry Context

Performance-based executive compensation, particularly through restricted stock units tied to operational milestones and relative share price performance, is a common practice in the mining and exploration industry. This approach aims to align management's interests with long-term project development and market competitiveness.

Comparison to Industry Standards

• The use of restricted stock units with performance-based vesting conditions (project milestones and peer group outperformance) is consistent with best practices in executive compensation within the mining and natural resources sector.
• Many companies, such as Barrick Gold (GOLD) or Newmont (NEM), utilize similar long-term incentive plans to motivate executives to achieve strategic objectives and deliver shareholder returns, often linking vesting to production targets, reserve growth, or relative total shareholder return.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to CEO Rachel Goldman constitutes a related-party transaction as part of her executive compensation package.

Stakeholder Impact

• Shareholders: Potential positive impact due to alignment of CEO incentives with company performance and project milestones, which could lead to increased shareholder value.
• Employees: No direct impact on general employees from this specific filing, as it pertains to executive compensation.

Next Steps

• Paramount Gold Nevada Corp. will continue efforts to secure final state and federal permits for the Grassy Mountain Project.
• The company's management will focus on strategies to ensure its share price outperforms the average of its 12 peer group companies over the 12-month period ending December 31, 2026.
• The time-based RSUs will vest on December 22, 2028.

Key Dates

Recommendation

The grant of performance-based restricted stock units to the CEO aligns management's interests with long-term shareholder value creation and key operational milestones, such as the Grassy Mountain Project permits. This structure incentivizes strong performance and strategic execution, which is a positive for the company's outlook. However, this filing alone does not provide sufficient information to change a fundamental investment thesis, hence a 'hold' recommendation, pending further operational and financial updates.

Keywords

Paramount Gold Nevada Corp, PZG, Rachel Goldman, CEO, Restricted Stock Units, RSU, Executive Compensation, Insider Transaction, Form 4, Grassy Mountain Project, Stock Incentive Plan, Performance-Based Vesting