GOLD RESOURCE CORP Stock Compensation Disclosure

18. Stock-Based Compensation

The Company’s compensation program comprises three main elements: base salary, an annual short-term incentive plan (“STIP”) cash award, and long-term equity-based incentive compensation (“LTIP”) in the form of stock options, RSUs, PSUs, and DSUs.

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The Gold Resource Corporation 2016 Equity Incentive Plan (the “Incentive Plan”) allows for the issuance of up to 5.0 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 performance cash. Effective January 1, 2021, the Company’s Board of Directors, on the recommendation of the Compensation Committee, implemented a program to issue DSUs, which are qualifying instruments under the terms of the Company’s Incentive Plan, to eligible directors. Additionally, pursuant to the terms of the Incentive Plan, any award outstanding under the prior plan that is terminated, expired, forfeited, or canceled for any reason, will be available for grant under the Incentive Plan.

The Company’s STIP provides for an annual cash bonus payable upon achievement of specified performance metrics for its management team. As of December 31, 2024, the Company accrued $0.7 million in accrued expenses and other current liabilities related to the STIP program, payable in cash related to the STIP program. As of December 31, 2023, the Company accrued $0.8 million in accrued expenses and other current liabilities related to the program.

Stock-Based Compensation Expense

Stock-based compensation expense for stock options, RSUs, PSUs, and DSUs is as follows:

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The estimated unrecognized stock-based compensation expense from unvested RSUs, as of December 31, 2024, was $0.8 million and is expected to be recognized over the weighted average remaining periods of 1.78 years. As DSUs are vested immediately at grant, the full amount of fair value is recognized as expense at the time of grant. In addition, a mark-to-market adjustment due to fluctuation of share price is recognized at the end of each period related to the DSUs. The fair value of the PSUs is recognized over their vesting period of three years, and similarly to the DSUs, a mark-to-market adjustment due to fluctuation of the share price, as well as due to changes in the performance, is recognized at the end of each period related to the proportionate number of units based on passage of time.

Stock Options

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A summary of stock option activity under the Incentive Plan for the years ended December 31, 2024 and 2023 is presented below:

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During the years ended December 31, 2024 and 2023, no stock options were granted or exercised.

The following table summarizes information about stock options outstanding as of December 31, 2024:

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Restricted Stock Units

A summary of RSU activity under the Incentive Plan for the years ended December 31, 2024 and 2023 is presented below:

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RSUs of 1,470,020 and 779,192, respectively, were granted during the years ended December 31, 2024 and 2023. The weighted-average grant date fair value per share of RSUs granted during the years ended December 31, 2024 and 2023 was $0.56 and $0.92, respectively. The grant date fair value of RSUs is determined by the 20-day volume weighted average price of the Company’s common shares at grant date. During the years ended December 31, 2024 and 2023, 0.1 million and 0.1 million RSUs were deferred, respectively.

Performance Stock Units

A summary of PSU activity under the Incentive Plan for the years ended December 31, 2024 and 2023 is presented below:

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Starting in 2022, the Company’s Board of Directors approved granting PSUs to the Company’s management team. PSUs cliff vest in three years based on the relative total shareholder return of a predetermined peer group and are expected to be settled in cash. These awards contain a cash settlement feature and are therefore classified as liability and are marked to fair value each reporting period based on the relative total shareholder return of a predetermined peer group and the Company’s stock price. As of December 31, 2024 and 2023, the Company has liability of $0.1 million and $0.2 million,

respectively, related to PSUs. As of December 31, 2024, of the $0.1 million liability, $33 thousand is short-term and expected to be paid out in 2025 according to the terms of the grant agreements.

PSUs of 682,367 and 534,890, respectively, were granted during the years ended December 31, 2024 and 2023, with weighted-average grant date fair value of $0.56 and $0.90 per unit, respectively. The grant date fair value of PSUs is determined by the 20-day volume weighted average price of the Company’s common shares at grant date. During the year ended December 31, 2024, 201,258 PSUs were vested and redeemed, with a cash payout of $0.1 million. No PSUs were vested nor redeemed during the year ended December 31, 2023. PSUs of 33,113 and 349,005, respectively, were forfeited during the years ended December 31, 2024 and 2023.

Deferred Stock Units

A summary of DSU activity under the Incentive Plan for the years ended December 31, 2024 and 2023 are presented below:

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Effective January 1, 2021, the Company’s Board of Directors, on the recommendation of the Compensation Committee, implemented a program to issue deferred stock units to members of the Company’s Board of Directors. Additionally, members of the Board may elect, at the beginning of each year, that a portion of their board fees be paid in DSUs rather than in cash. DSUs are qualifying instruments under the terms of the Company’s Incentive Plan, and therefore, do not require additional shareholder approval. The vesting and settlement terms of the DSUs are determined by the Compensation Committee at the time the DSUs are awarded.

DSUs are vested immediately at grant and are redeemable in cash or shares—at the discretion of the Company—at the earlier of 10 years or upon the eligible directors’ termination and expected to be paid in cash. Termination is deemed to occur on the earliest of (1) the date of voluntary resignation or retirement of the director from the Board; (2) the date of death of the director; or (3) the date of removal of the director from the Board whether by shareholder resolution, failure to achieve re-election, or otherwise; and on which date the director is not a director or employee of the Company or any of its affiliates. These awards contain a cash settlement feature and are therefore classified as a liability and are marked to fair value each reporting period. As of both December 31, 2024 and 2023, the Company has $0.2 million of other non-current liability related to the DSUs, based on the fair value of the Company’s stock price.

DSUs of nil and 278,663 were granted to the Board of Directors during the years ended December 31, 2024 and 2023, respectively. Additionally, DSUs of 297,093 and 108,011 were granted to the Board of Directors in lieu of board fees at their request during the years ended December 31, 2024 and 2023, respectively. DSUs of nil and 212,407, respectively, were granted in lieu of executive bonuses during the years ended December 31, 2024 and 2023. The weighted-average grant date fair value per share of DSUs granted during the years ended December 31, 2024 and 2023 was $0.32 and $0.83, respectively. The grant date fair value of DSUs is determined by the 20-day volume weighted average price of the Company’s common shares at grant date. During the year ended December 31, 2024, no DSUs were redeemed, and 373,489 DSUs were redeemed during the year ended December 31, 2023.