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Stock-Based Compensation

9 Months Ended

Sep. 30, 2025

Stock-Based Compensation

Stock-Based Compensation

19. Stock-Based Compensation

The Company’s compensation program comprises three main elements: (1) base salary, (2) an annual short-term incentive plan (“STIP”) award which may be in the form of cash or deferred share units (“DSUs”) with immediate vesting, and (3) long-term equity-based incentive compensation (“LTIP”) in the form of stock options, restricted stock units (“RSUs”), and performance share units (“PSUs”).

The Gold Resource Corporation 2016 Equity Incentive Plan (the “Incentive Plan”) allows for the issuance of up to 5 million shares of common stock in the form of incentive and non-qualified stock options, stock appreciation rights, RSUs, stock grants, stock units, performance shares, PSUs, and DSUs.

The Company’s STIP provides for an annual cash bonus payable upon achievement of specified performance metrics for its management team. STIP may also be settled as cash payable through the issuance of fully vested equity awards (such as fully vested stock grants or DSUs), or a combination of cash and stock DSUs. As of September 30, 2025, the Company accrued $0.3 million in accrued expenses and other liabilities related to the program.

Stock-based compensation expense for the periods presented is as follows:


		For the three months ended September 30,						For the nine months ended September 30,
		2025			2024			2025			2024

		(in thousands)						(in thousands)
Stock options		$	-		$	-		$	-		$	22
Restricted stock units			72			184			278			441
Performance share units			106			9			318			137
Deferred share units			225			10			602			47
Total		$	403		$	203		$	1,198		$	647

Stock Options

A summary of stock option activities under the Incentive Plan for the nine months ended September 30, 2025 and 2024 is presented below:


		Stock Options		Weighted Average Exercise Price (per share)
Outstanding as of December 31, 2023		840,612		$	2.99
Granted, Exercised, Expired, or Forfeited		-			-
Outstanding as of September 30, 2024		840,612		$	2.99

Outstanding as of December 31, 2024		840,612		$	2.99
Expired or Forfeited		(80,204)			2.45
Outstanding as of September 30, 2025		760,408		$	3.05

Vested and exercisable as of September 30, 2025		760,408		$	3.05

Restricted Stock Units

A summary of RSU activities under the Incentive Plan for the nine months ended September 30, 2025 and 2024 is presented below:


		Restricted Stock Units		Fair Value (in thousands)
Nonvested as of December 31, 2023		847,255		$	319
Granted		832,091
Granted in lieu of bonus		637,929
Vested but not redeemed (deferred)		(134,257)
Vested and redeemed		(119,997)
Vested and forfeited for net settlement		(76,994)
Forfeited		(54,769)
Nonvested as of September 30, 2024		1,931,258		$	675

Nonvested as of December 31, 2024		1,931,258		$	444
Vested but not redeemed (deferred)		(258,618)
Vested and redeemed		(293,887)
Vested and forfeited for net settlement		(208,309)
Forfeited		(360,753)
Nonvested as of September 30, 2025		809,691		$	677

Performance Share Units

A summary of PSU activities under the Incentive Plan for the nine months ended September 30, 2025 and 2024 is presented below:


		Performance Share Units			Liability Balance (in thousands)
Outstanding as of December 31, 2023		880,926		$	164
Granted		682,367
Redeemed		(201,258)
Forfeited		(33,113)
Outstanding as of September 30, 2024		1,328,922		$	235

Outstanding as of December 31, 2024		1,328,922		$	148
Redeemed ⁽¹⁾		(283,460)
Forfeited for net settlement		(48,066)
Forfeited		(236,330)
Outstanding as of September 30, 2025		761,066		$	376

(1)

In connection with the departure of Alberto Reyes, the Company’s former Chief Operating Officer, 90,311 of PSUs held by Mr. Reyes as of the date of his separation were immediately vested and paid out to Mr. Reyes in shares of the Company’s common stock in the amount equal to the value of such PSUs to which Mr. Reyes would have been entitled as if 100% of the target performance measures related to such PSUs were achieved. The PSUs were settled by issuing 42,265 shares of common stock, with 48,066 PSUs forfeited for taxes.

Deferred Share Units

A summary of DSU activities under the Incentive Plan for the nine months ended September 30, 2025 and 2024 is presented below:


		Deferred Stock Units			Liability Balance (in thousands)
Outstanding as of December 31, 2023		586,291		$	223
Granted in lieu of board fees		183,208
Outstanding as of September 30, 2024		769,499		$	269

Outstanding as of December 31, 2024		883,384		$	203
Granted in lieu of board fees		92,427
Redeemed ⁽¹⁾		(23,975)
Forfeited for net settlement		(27,267)
Outstanding as of September 30, 2025		924,569		$	773

(1)	In connection with the departure of Alberto Reyes, the Company’s former Chief Operating Officer, 51,242 outstanding DSUs were paid out to Mr. Reyes in shares of the Company’s common stock by issuing 23,975 common shares, with 27,267 DSUs forfeited for taxes.