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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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Notice of 20212022 Annual Meeting of Shareholders

DATE: June 4,May 19, 20212022

TIME: 9:00 a.m. Mountain Time

LOCATION: Denver Marriott Tech Center, 4900 S. Syracuse Street,7800 East Union Avenue, Denver, CO 80237

VIRTUAL ATTENDANCE OPTION: www.virtualshareholdermeeting.com/GORO2021

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April 23, 20218, 2022

Dear Shareholders,

Due to the public health impact of the coronavirus, and to support the varying levels of comfort regarding in-person gatherings, Gold Resource Corporation has determined to hold this year’s Annual Meetingannual meeting in a hybrid (virtual and in-person) meeting format.person.

At the annual meeting, shareholders will be asked to vote on the following four items:three items.

The Board of Directors recommends a vote “FOR” each of the director nominees, and “FOR” Proposals 2 3 and 43.

Shareholders will also transact such other business as may properly come before the annual meeting. These items of business are more fully described in the proxy statement accompanying this notice. Please read it carefully.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the annual meeting, or any postponement or adjournment thereof, you are urged to submit your proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. To participate and vote your shares during the meeting, please see “Attending the Virtual Meeting” or “Attending the Meeting in Person” on pagespage 5 and 6 for additional information.

Cordially,Kind regards,

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Ann Wilkinson,Kim Perry, Chief Financial Officer and Corporate Secretary

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How You Can Vote

You are entitled to notice of and to vote at the annual meeting, or at any adjournments or postponements thereof, if you were a holder of record as of the close of business on April 6, 2021.March 21, 2022. We use the “Notice and Access” model permitted by the U.S. Securities and Exchange Commission for distributing our annual meeting materials electronically to certain of our shareholders. Some shareholders may also automatically receive our annual meeting materials in paper form. You may elect to receive your materials in either format. Please see “How We Use the E-Proxy Process (Notice & Access)” on page 1 for more information.

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To make sure that your shares are represented at the annual meeting, please cast your vote by one of the following methods:

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TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY, PLEASE SIGN, DATE, AND RETURN YOUR PROXY CARD OR SUBMIT YOUR PROXY AND/OR VOTING INSTRUCTIONS BY TELEPHONE OR THROUGH THE INTERNET SO THAT A QUORUM MAY BE REPRESENTED AT THE MEETING. REGISTERED SHAREHOLDERS WHO ATTEND THE LIVE VIRTUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON ONLINE DURING THE MEETING IF THEY SO DESIRE.To assure your representation at the annual meeting of shareholders, please submit your proxy and/or voting instructions by telephone or through the internet, or sign, date, and return your proxy card so that a quorum may be represented at the annual meeting. Registered shareholders who attend the annual meeting in person may revoke their proxies and vote in person during the annual meeting if they so desire.

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Dear Shareholders,

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20202021 was a challengingtransformational year due to the global pandemic but it also presented opportunities for positive change at Gold Resource Corporation with a strategic decisionCorporation. I am proud of the highly professional and accomplished leadership team we have built to focus on our Mexican assets.lead the Company in delivering operational results, disciplined growth and best-in-class governance.

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In April, the Company withdrew its 2020 production outlook for its Don David Gold and Nevada Mining Units following the uncertainties presented by the pandemic and the two-month mandatory government suspension of our Mexican operations. On December 31, 2020 the Company successfully spun-off its Nevada Mining Unit to shareholders as a separate publicly traded company, Fortitude Gold Corporation.  

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As part of the spin-off and the departure of Jason Reid to run Fortitude, Gold Resource Corporation added a new and highly accomplished CEO, Mr. Allen Palmiere and three new independent directors, Ms. Lila Manassa Murphy, Mr. Joe Driscoll and Mr. Ron Little, to the Board of Directors. These additions to the Company’s leadership provide the expertise necessary to focus on unlockingUnlocking the value of our Mexican assets and achieving operational excellence all whilecontinues to be a priority. In addition to investing in capital and exploration, we are implementing best-in-class governance.an Environmental, Sustainability and Governance framework that will showcase the investments we are making in the environment and our communities. One significant investment in 2021 was the construction of the filtration plant and dry stack facilities. The facilities will conserve and recirculate water, eliminate risks related to traditional tailings facilities and accelerate reclamation of certain areas of the open pit mine. Additionally, we adopted the recent Mexican Labor Reform resulting in us proudly sharing profits with our labor workforce. With regards to disciplined growth, in December, we closed on the transaction to purchase the Back Forty advanced exploration project in the Upper Peninsula Michigan, USA.

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On the governance front, the Compensation Committee engaged the services of an independent compensation consultant to assist the board in structuring the Company’s executive compensation philosophy. As part of the engagement, the compensation consultant prepared a report with respect to the Company’s executive and director compensation practices compared to the Company’s compensation peer group. Following the report’s recommendations, the executive compensation structure for 2021 comprises three main elements: base salary, an annual short-term incentive plan, and long-term equity-based incentive compensation in the form of performance share units, restricted share units and stock options. We believe that this compensation structure appropriately aligns the interests of the executives with our shareholders by encouraging equity ownership through equity awards and motivates our executives to maximize shareholder value. Additionally, early in 2021 we adopted share ownership guidelines for executives and directors and anti-hedging policies to further align compensation policies with shareholder interests.

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Non-executive director compensation was also evaluated in early 2021 to ensure that, together with any other compensation mechanisms of the Company, the remuneration reflects the responsibility, commitment and risk accompanying board membership all while achieving alignment with shareholder interests. As a result of the evaluation, annual retainers for non-executive directors were revised and, at the election of the non-executive director, can be paid in in the form of equity. In addition, the Company commenced the practice of granting deferred share units to non-executive directors. These deferredAdditionally, early in 2021 we adopted share units are generally not availableownership guidelines for executives and directors and anti-hedging policies to non-executive directors until termination. The Company continues to workfurther align compensation policies with the independent compensation consultant to perform a peer review of non-executive director overall compensation structure.shareholder interests.

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Finally, March 1, 2021 we announced the formation of a Technical Advisory Committee and have retained Dale Finn and Joe Spiteri as its initial members.  Reporting to the board of directors, the Technical Advisory Committee is expected to advise on operational and strategic goals. We are pleased to add these highly regarded professionals who have a reputation for excellence in their respective areas of expertise. They will provide additional advice and guidance as we reinvest in the growth and productivity of our operations.

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Dear Shareholders,

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As our Chairman noted in his letter, I joined Gold Resource Corporation together with three new and highly accomplished independent directors, Ms. Lila Manassa Murphy, Mr. Joe Driscoll and Mr. Ron Little. These additions toLittle and a new Chief Operating Officer, Mr. Alberto Reyes during 2021. Along with Ms. Kim Perry, who assumed the CFO role late in 2020, the Company’s leadership addteam has the expertise necessary to accomplish our strategic objectives of unlocking the value of our Mexican assets, disciplined growth and achieving operational excellence, all while implementing best in classbest-in-class governance. Our strong 2021 operating cash flow per share and dividend yield puts us among the top of our peer group.

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Our operations delivered excellent results during a transformative year. We reinvested $6.6 million into exploration and infrastructure improvements at the Don David Gold Mining Unit delivered solid production resultsMine during a demanding 2020 amid the pandemic. While COVID-19 is expectedfourth quarter, bringing our 2021 investment to remain a challenge in the short to medium term as vaccination rates ramp up, our team has done an admirable job managing the situation leaving us with a strong balance sheet which provides us with flexibility to reinvest capital$25.5 million. Our investment in Mexico to increaseis focused on favorably impacting our environment, social and governance programs while creating operational efficiencies and longevity. Construction of the productivityfilter press plant and dry stack tailings facilities is now complete. As our Chairman noted, the dry stack facilities will conserve and recirculate water, eliminate risks associated with traditional tailings facilities, accelerate reclamation of the open pit mine, and extend the life of the operations.

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As part of joiningThe team at Gold Resource Corporation holds itself accountable to the Company I had the opportunityhighest environmental, social and governance standards. Our commitment to visit the Don David Mineacting responsibly and see firsthand the operations and the impressive Switchback and Arista vein systems. From an operations perspective, the construction work completed on the paste plant and the completed electrification project which connecteddelivering excellence in sustainability allows us to the power grid, while providing access for the first timedeliver benefits to electricityall our stakeholders, including our employees and local communities. We are taking a holistic approach to approximately 25,000 homes indevelop a framework that understands the communities in which we operate, are examplesidentifies the opportunities to enhance our programs as we mature and develop the reporting required to demonstrate our commitment.

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The acquisition of operational excellencethe Back Forty project offers an attractive opportunity to enhance our mineral inventory with complementary gold-rich assets and we intendadds jurisdictional diversification to continue our focus on these sorts of initiatives. In 2020, we earned the Empresa Socialmente Responsable (“ESR” or “Socially Responsible Enterprise”) award for the seventh consecutive year. Accordingly, we are taking a holistic approachproject portfolio. We expect to understandingdeliver an optimized feasibility study in Q3 2022 and capitalizing on the foundations laidsubmit permit applications in the areas of safety, community relations,Q4 2022 that demonstrate our commitment to environmental stewardship operational excellence, and organicenhanced mine plans, process plant design, and tailings disposal plans. With the addition of Back Forty, we look forward to becoming an intermediate gold producer with a peer leading growth to unlock the value in our highly prospective ground package.profile.

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In 2021, construction of the dry stack tailings filtration plant and facilities will be completed. This project not only extends the life of the mine but it also contributes to water conservation and advances reclamation efforts in the open pit. 2021 exploration plans at both the underground mine and across our large land positionLooking forward, we have started to deliver promising results with an objective of replacing and increase proven and probable reserves.

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These factors underscore the reasons for my attraction to Gold Resource Corporation, which I think providesbuilt an exceptional platformfoundation from which to deliver operational results and grow andthe Company. I look forward to reporting on our accomplishments throughout the year.

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Gold Resource Corporation (“we”, “our”, “us” “our,” “us” or “the Company”the “Company”) is soliciting proxies, on behalf of its Board of Directors (the “Board”“Board”), for the 20212022 Annual Meeting of Shareholders (the “Annual Meeting”“Annual Meeting”) to be held on Friday, June 4, 2021,Thursday, May 19, 2022, or at any adjournment or postponement of the Annual Meeting. This proxy statement, the enclosed proxy card or voting instruction form, and our 20202021 annual report to shareholders,on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”, were first made available to our shareholders on or about April 23,8, 2021. All shareholders are invited to participate either virtually or in-person, in the Annual Meeting as described in more detail in this proxy statement. Please submit your vote by Internet, telephone, mobile device or, if you received your materials by mail, you cancould also complete and return your proxy or voting instruction form.

About the Annual Meeting

Proxy Solicitation and Document Request Information

How We Will Solicit Proxies

Proxies will be solicited on behalf of the Board by mail, telephone, other electronic means or in person, and we will pay the solicitation costs, if any. We may use the services of our directors, officers, employees, and contractors to solicit proxies, personally or by telephone, but at no additional salary or compensation. We will also request banks, brokers and others who hold our common stock in nominee names to distribute proxy soliciting materials to beneficial owners and will reimburse these institutions for their reasonable out-of-pocket expenses.

The cost of the Annual Meeting, including the cost of preparing and mailing the Annual Meeting materials, will be borne by us.

How We Use the E-Proxy Process (Notice & Access)

The “e-proxy” process, which was approved by the U.S. Securities and Exchange Commission (the “SEC”“SEC”) in 2007, expedites our shareholders’ receipt of meetingAnnual Meeting materials, lowers the costs of proxy solicitation, and reduces the environmental impact of our annual meeting.Annual Meeting.

If you received a Notice of Internet Availability of Proxy Materials (a “Notice”“Notice”) and would like us to send you a printed copy of our proxy materials, please follow the instructions included in your Notice or visit the applicable online voting website and request printed materials to be mailed at no cost to you.

If you received printed materials and would like to sign up to receive proxy materials electronically in the future, you may do so by following the instructions below.

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How Documents Will Be Delivered to Beneficial Owners Who Share an Address (Householding of Proxy Materials)

If you are the beneficial owner, but not the record holder, of sharesa registered shareholder of the Company’s stock,Company, and you share an address with other beneficial owners, your broker, bank or other intermediaryIntermediary is permitted to deliver a single copy of this proxy statement and our 2020 annual report2021 Annual Report for all shareholders to your address, unless a shareholder has asked the nomineeIntermediary for separate copies. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

How Shareholders Can Request Copies of Our 2021 Annual Report

Upon request we will furnish to any shareholder without charge a copy of our 2020 annual report on Form 10-K.2021 Annual Report. The annual report on Form 10-K2021 Annual Report includes a list of all exhibits thereto. We will furnish copies of such exhibits upon written request and receipt of payment of our reasonable expenses in so furnishing the exhibits. Each such request by a beneficial owner of our shares must include a good faith representation that, as of the record date, the person requesting was a beneficial owner of Gold Resource Corporation common stock entitled to vote at the Annual Meeting. You may request a copy by writing to Ann Wilkinson,Kim Perry, Corporate Secretary, c/o Gold Resource Corporation, 2000 South Colorado,7900 East Union Avenue, Suite 10200,320, Denver, Colorado 80222,80237, or by calling (303) 320-7708.

Voting Information

Who May Vote

The Board has fixed the close of business on April 6, 2021March 21, 2022, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only shareholders of record of our common stock at the close of business on that date are entitled to notice of and to vote at the Annual Meeting.

A list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder beginning May 24, 2021April 12, 2022 at our principal executive offices and at the annual meetingAnnual Meeting as required by Colorado law.

How You Can Vote Before the Annual Meeting

We encourage shareholders to submit their votes in advance of the Annual Meeting. You can ensure that your shares are voted at the Annual Meeting by submitting your proxy via the Internet at www.proxyvote.com or by

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touch-tone telephone at (800) 690-6903 (following the instructions on your proxy card, voting instruction form or

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Voting Standards and Board Recommendations

Other than the matters identified below we know of no additional matters to be brought before the Annual Meeting:

(1) Assuming a quorum is present.

(2) Routine proposal.

Quorum. A quorum for a matter will be present if a majority of the shares of common stock issued and outstanding and entitled to vote as of the record date are present in person, attending virtually or represented by proxy at the Annual Meeting. For purposes of determining the presence of a quorum for a matter, shares present at the Annual Meeting that are not voted, such as abstentions and “broker non-votes,” will be treated as shares that are present at the Annual Meeting. If a quorum is not present in person or by proxy at the Annual Meeting, or if fewer shares are present in person or by proxy than the minimum required to take action with respect to any proposal presented at the Annual Meeting, the chair of the Annual Meeting or the shareholders entitled to vote at the Annual Meeting, present in person, virtually or by proxy, have the power to adjourn the Annual Meeting to a later date until a quorum is obtained.

Broker Non-Votes. Broker non-votes occur when a bank or broker has not received directions from its customer and does not have the discretionary authority to vote the customer’s shares that are present at the Annual Meeting. Brokers are only permitted to exercise discretion and vote on “routine proposals” (such as ratification of the independent auditor and the increase to authorized shares of common stock)auditor) without instructions from their customers.

We Have a Plurality Voting Standard for Director Elections. The five nominees for director receiving the greatest number of votes cast at the Annual Meeting in person or by proxy will be elected. You may vote “FOR” one or more of the nominees or you may vote “WITHHOLD” for one or more of the nominees. You may not cumulate your votes for the election of directors. Proxies cannot be voted for a greater number of directors than the number of nominees in the proxy statement.

How Proxies Will Be Voted

Proxies Will be Voted as Specified or as Recommended by the Board. The shares represented by all valid proxies that are received on time will be voted as specified. When a valid proxy form is received and it does not indicate specific choices, the shares represented by that proxy will be voted in accordance with the Board’s recommendations (in this case, “FOR” each director nominee and proposal).

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What Happens if a Director Nominee is Unable to Serve? We do not know of any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, the Board can either nominate a different individual or reduce the Board’s size. If the Board nominates a different individual, the shares represented by all valid proxies will be voted for that nominee.

Rights of Dissenters

No action is proposed at this meeting for which the laws of the state of Colorado or our Bylaws provide a right of our shareholders to dissent and obtain appraisal of or payment for such shareholders’ common stock.

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Attending the Virtual Meeting

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This year, the Annual Meeting will be conducted in-person and online via live webcast. All shareholders are invited to participate either in-person or online. If participating online, participants are encouraged to submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GORO2021. Your attendance at the Annual Meeting does not automatically revoke a proxy previously submitted by you and we encourage shareholders to cast their votes by proxy even if they intend to participate in the Annual Meeting. Shareholders wishing to vote electronically during the Annual Meeting must follow the instructions for voting during the Annual Meeting discussed on page 3.

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or your voting instruction form. The Annual Meeting will begin promptly at 9:00 a.m. Mountain Time and we encourage you to access the website prior to the start time. Online access will be available beginning at 8:45 a.m. Mountain Time.

The virtual Annual Meeting platform is fully supported across web browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the virtual Annual Meeting. Participants should also allow plenty of time to login to ensure that they can hear streaming audio prior to the start of the Annual Meeting.

You can submit questions during the Annual Meeting after logging in to the virtual meeting platform at www.virtualshareholdermeeting.com/GORO2021. To submit a question, you may do so by typing the question into the “Ask a Question” field and clicking “Submit”. Please submit questions before the start time of the Annual Meeting, if possible. Management will attempt to address all appropriate questions relating to the formal portion of the Annual Meeting (the proposals being voted on) during the Annual Meeting, subject to time constraints. Any questions submitted that relate to the general business activities of the Company will be addressed after the business portion of the Annual Meeting, subject to time constraints. Management will also attempt to address and post publicly any questions that could not be answered due to time constraints after the Annual Meeting.

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PROPOSAL 1 – ELECTION OF DIRECTORS

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PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY”)

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Pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company seeks a non-binding advisory vote from the holders of a majority of the common stock entitled to vote and represented in person, virtually or by proxy at the Annual Meeting approving the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. This proposal is also referred to as the “say on pay” vote. The most recent shareholder advisory vote concerning the frequency with which the Company will hold the advisory vote to approve compensation was at the 2017 annual meeting of shareholders. A majority of the shareholders indicated a preference to hold the shareholder advisory vote regarding executive compensation each year and the Company has proceeded to do so.

The Board and the Compensation Committee take seriously their role in the design and administration of the Company’s compensation programs and values input from shareholders. Although this proposal is non-binding, the Compensation Committee will consider the results of the advisory vote when determining future executive compensation decisions.

Our executive compensation programs are designed 1) to attract and retain top quality executive talent who can contribute to our long-term success and thereby build value for our shareholders, 2) to tie annual and long-term cash and equity incentive compensation to the achievement of measurable company and individual performance objectives, and 3) to align long-term compensation incentives available to our executives with the goal of creating shareholder value. We urge shareholders to read the “Executive Compensation” section of this proxy statement beginning on page 22, which contains tabular information and narrative discussion about the compensation of our named executive officers. The Compensation Committee and the Board believe that these policies are effective in implementing our compensation philosophy and in achieving our goals.

We are asking our shareholders to indicate their support for our executive compensation as described in this proxy statement. This proposal gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking our shareholders to approve, on an advisory basis, the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Executive Compensation” section in the proxy statement for the Company’s 2021 Annual Meeting of Shareholders, is hereby APPROVED.”

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PROPOSAL 3 – RATIFICATION OF INDEPENDENT AUDITOR

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Although ratification of our independent auditor is not required by our bylaws or otherwise, the Board is submitting this proposal as a matter of good corporate practice. If the selection of Plante MoranBDO as independent auditor for 20212022 is not ratified by the shareholders, the Audit Committee may reconsider, but will not necessarily change, its selection of Plante MoranBDO to serve as the Company’s independent auditor. Even if the selection is ratified, the Audit Committee may recommend a different independent auditor at any time during the year if it determines that this would be in the best interests the Company.

The following table sets outIn April 2022, the aggregate fees billed byAudit Committee approved the appointment of BDO as our principal auditor, Plante Moran,independent public accountant for services rendered duringthe fiscal year ended December 31, 2022. During the years ended December 31, 2021 and 2020, and 2019 in connectionthrough April 6, 2022 neither the Company nor anyone on its behalf has consulted BDO with our annual audits and quarterly reviews, as well as for any other non-audit services provided byrespect to either (1) the firm:

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Audit Fees. This category includes fees relatedapplication of accounting principles to a specified transaction, either completed or proposed, or the type of audit of our annual financial statements; review ofopinion that might be rendered on the Company’s consolidated financial statements included in our quarterly reports on Form 10-Q; the audit of management’s assessment ofor the effectiveness as well as the audit of the effectiveness of our internal control over financial reporting, included in our Form 10-K as required by Section 404 ofwhere either a written report or oral advice was provided to the Sarbanes-Oxley Act of 2002; and servicesCompany that are normally providedBDO concluded was an important factor considered by the independent registered publicCompany in reaching a decision as to any accounting, firmauditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in connection with statutoryItem 304(a)(1)(iv) of Regulation S-K and regulatory filingsthe related instructions) or engagements during those fiscal years.

Audit-Related Fees. This category consistsa reportable event as described in Item 304(a)(1)(v) of assurance and related services provided by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” For 2020, this category included the audit services provided in connection with the spin-off of the Nevada assets.

Tax Fees. This category consists of professional services rendered by the independent registered public accounting firm primarily in connection with our tax compliance activities, including the preparation of tax returns and technical tax advice related to the preparation of tax returns. For 2020, this category included the tax services provided in connection with the spin-off of the Nevada assets.

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PROPOSAL 4 – INCREASE TO AUTHORIZED SHARES OF COMMON STOCK

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On March 22, 2021, the Board unanimously approved a resolution to amend our articles of incorporation to increase the amount of our authorized shares of common stock from 100,000,000 shares to 200,000,000 shares. The Board unanimously recommends that the shareholders approve the Authorized Shares Amendment. As of the record date, we were authorized to issue 100,000,000 shares of Company common stock, of which 74,439,205 are issued and outstanding.

Historically, the Company has maintained a tight capital structure. This tight capital structure has worked well for the Company’s business objectives for the last 10 years but has not facilitated significant growth through equity issuances. The Authorized Shares Amendment would enable the Company to issue additional shares of Company common stock from time to time as may be required for various business purposes, including but not limited to raising additional capital to further the development of the Don David Gold Mine, exploration opportunities in Oaxaca, Mexico and other strategic growth or acquisition opportunities as they arise. Without an affirmative vote to increase the authorized shares of Company common stock, the Company may have an insufficient number of issuable shares to advance its various business purposes.

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The Authorized Shares Amendment would not change the terms of the Company’s shares of common stock, and the additional shares of common stock would have rights identical to the currently outstanding common stock. The Company does not currently have any specific plans to issue additional shares of Company common stock but expects to continue to issue shares of common stock under its equity compensation plans from time to time. In addition, the Board will continue to assess opportunities to issue shares of Company common stock from time to time in potential offerings for capital-raising purposes, including under our “at-the-market” equity program with H. C. Wainwright. The Board has not proposed an increase in the number of authorized shares of common stock with the intention of discouraging tender offers or takeover attempts relating to the Company.

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The Board recognizes that the issuance of additional shares of Company common stock may dilute the existing holders of our common stock. However, the Board believes that these potential risks are outweighed by the benefit that an increase in the number of available shares would provide in terms of additional financing flexibility. The Board believes that retaining the ability to act swiftly on future opportunities that may require or be facilitated by additional stock issuances will benefit existing shareholders.

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A copy of the Authorized Shares Amendment is attached to this proxy statement as Annex A. If the Authorized Shares Amendment is approved, we intend to file with the Secretary of State of the State of Colorado Articles of Amendment to Articles of Incorporation reflecting the Authorized Shares Amendment. The Articles of Amendment to Articles of Incorporation will be effective immediately upon filing with the Secretary of State of the State of Colorado. At any time prior to the filing of the Articles of Amendment to Articles of Incorporation with the Secretary of State of the State of Colorado, notwithstanding shareholder approval thereof and without further action by the shareholders, the Board, in its sole discretion, may abandon or delay the filing of the Articles of

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Board Independence and Related Party Transactions

The Company has a policy with regard to the consideration of diversity in identifying director nominees, which is available on the Company’s website at www.goldresourcecorp.com. In addition to gender diversity on the Board of Directors, gender diversity exists with twoone of the fourthree executive officers. The Company continues to strive to nominate individuals with a variety of backgrounds and complementary skills so that, as a group, the Board possesses the appropriate talent, skills, and expertise to oversee our businesses. This assessment includes consideration of independence, expertise, mining and other industry background, age, gender, skills geographic location and time availability, in the context of the needs of the Board and our Company. The Nominating and Governance Committee has determined that each of the director nominees possess the competencies set forth in the Board Skills Matrix below that are necessary for the Board to effectively fulfill its oversight responsibilities. The Board Skills Matrix is periodically updated to identify the skills and experiences, if any, that are required due to changes in strategic focus of the Company.

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Our on-boarding program for new directors includes a discussion of a broad range of topics, including the background of the Company, the Board and its governance model, long-term strategy and business operations, financial statements, business plan and capital structure, key risk factors and management systems, legal, business integrity and ethical responsibilities of the Board, as well as other matters relevant to the ability of a new director to fulfill his or her responsibilities. Our directors are expected to keep current on issues affecting our Company and the mining industry and on developments with respect to their general responsibilities as directors. The Company will either provide or pay reasonable expenses for ongoing director education to enable them to perform their duties as directors. Ongoing director training includes presentations by NEO’s, the Technical Advisory Committee and Independent auditors, as well as outside advisors and experts. New and current directors have visited the Company’s mine site to further their understanding of the business.

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compensation outlined in the Executive Compensation section of this Proxy Statement. Through December 31, 2020, the non-executive directors of the Company were primarily compensated by way of directors’ fees, RSUs and stock options.  

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all such DSUs. Generally, DSUs for U.S. participants under the Director Deferred Compensation Plan will be settled upon the earliest to occur of (1) a termination, (2) a death, or (3) a change in control of the Company (as defined in the Director Deferred Compensation Plan). DSUs for Canadian participants under the Director Deferred Compensation Plan will generally be settled upon the later of (1) termination of the participant’s service on the Board or (2) termination of the participant’s employment.

Director Compensation Table

The table below summarizes the compensation of all independentnon-executive directors who served any time during the fiscal year 2020 and whose compensation is not disclosed in the Executive Compensation Summary Table for the fiscal year ended December 31, 2020:2021:

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appointment, approving the compensation (including approval of the audit fees), retention and oversight of the independent registered public accounting firm that audits our financial statements and our internal control over financial reporting. The Audit Committee annually reviews the independence and performance of the independent auditors in deciding whether to retain the current firm or engage a different independent auditor. During these reviews, the Audit Committee considers, among other things:

It is the policy of the Audit Committee to review and approve the engagement of the independent auditors, including the scope, extent and procedures of audit and non-audit services to be performed for the Company, the content and results of the audit performed by the auditors and any recommendations made by the auditors, and to oversee any other aspects of the engagement of the independent auditors, including but not limited to resolution of disagreements between management and the auditor regarding financial reporting and other audit, review or attest services, and the compensation to be paid therefore, and all other matters the Audit Committee deems appropriate. The Audit Committee also oversees our financial reporting process and is responsible for drafting an Audit Committee Report to be included with our proxy statement.

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Audit Committee Report. The Audit Committee of the Board of Directors is pleased to present this Audit Committee Report:

We have reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 20202021 with management and have discussed with Plante & Moran PLLC, our independent registered public accounting firm for 2020,2021, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the U.S. Securities and Exchange Commission (SEC), with respect to those statements. We have reviewed the written disclosures and the letter from Plante & Moran PLLC required by the PCAOB regarding Plante & Moran PLLC’s communication with the audit committee concerning independence and have discussed with Plante & Moran PLLC its independence in connection with its audit of our most recent financial statements. Based on this review and these discussions, we recommended to the Board of Directors that the financial statements be included in our annual report on Form 10-K for the year ended December 31, 2020.2021.

Respectfully submitted,

Alex Morrison (Chair and member)

, Lila Murphy (member)

, Ron Little (member)

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The Nominating and Governance Committee acts pursuant to its charter available on our website at www.goldresourcecorp.com.

The committee will consider director candidates nominated by shareholders and will apply the same criteria to all nominees, including shareholder recommendations. A shareholder who wishes to recommend a prospective director nominee should send a letter directed to the attention of Ann Wilkinson,Kim Perry, Corporate Secretary, 2000 South Colorado Blvd,7900 East Union Avenue, Suite 10200,320, Denver, Colorado 80222.80237. Such letter must be signed and dated and submitted by the date mentioned in this proxy statement under the heading “Shareholder Proposals.” The information required by Regulation 14A of the Securities Exchange Act must be included in or attached to the letter, including but not limited to:

Specific minimum qualifications for directors and director nominees which the committee believes must be met in order to be so considered include strategic managerial and financial skills and experience, mining industry expertise, and knowledge in other areas that are strategically important to us. Other considerations include diversity, exemplary personal integrity and reputation, sound judgment, potential or actual conflicts of interest, and sufficient time and willingness to devote to the discharge of his or her duties.

Safety, Sustainability and Technical Committee. The Safety, Sustainability and Technical Committee was established effective January 1, 2020. As of the date of the Proxy, the members of the committee are Joe Driscoll (Chairperson), Lila Murphy and Ron Little. The Committee is primarily responsible for the review and monitoring of (1) environmental policies and activities including audit plans and reports; (2) health and safety policies and activities including audit plans and reports; (3) policies and activities related to the engagement of communities, government and other stakeholders; (4) policies and activities related to the sustainability of communities within the areas of operations; and (5) policies and activities related to sustainable use of renewable and non-renewable resources.

The Safety, Sustainability and Technical Committee acts pursuant to its charter available on our website at www.goldresourcecorp.com.

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Environmental, Social And Other Corporate Governance

The Safety, Sustainability and Technical Committee is charged with evaluation and oversight of the Company’s policies related to environmental, safety and health and social risks, all of which are available on our website at

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For the seventh consecutive year, the Don David Gold Mine earned the prestigious Empresa Socialmente Responsable (“ESR”) award from the Mexican Center for Philanthropy (CEMEFI). Awards are given to organizations who demonstrate a commitment to supporting social and environmental protection programs within their local communities.

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The Company completed a paste plant facility in 2019, which repurposes a portion of its above-ground tailings by backfilling its underground workings with a solution which extends the life of the mine by reducing the tailings storage footprint  and reinforcing underground mine stability. The Company has also begun construction of a dry stack facility, which upon completion will further reduce its tailings storage footprint, reduces water consumption and accelerates the reclamation and rehabilitation of the open pit mining area.

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Additionally, in 2020,2021, we prepared a reporting framework based on the Sustainability Accounting Standards Board (“SASB”) Metals and Mining Protocols. The 20202021 report includes 20192020 results on the following categories: Green House Emissions, Air Quality, Energy Management, Water Management, Waste & Hazardous Materials Management, Biodiversity Impacts, Security, Human Rights & Rights of Indigenous Peoples, Community Relations, Labor Relations, Workforce Health & Safety and Business Ethics & Transparency. This SASB report, along with our Tailings Dam Disclosure, can be found on our website at www.goldresourcecorp.com.

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The Company regularly consults with the local and indigenous communities in Mexico and hosts discussions related to impacts of operations and local improvements. The Company recognizes access to water as a human right and will continue to support the communities in which it operates in this regard. The Company continues to evolve in this area with a focus on environmental stewardship, community engagement, human rights issues and enhanced disclosures of our impact and activities.

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Such communications may also be forwarded to the Board by mail in a sealed envelope addressed to an individual director or the Board by mailing to our corporate headquarters in Denver, Colorado. We will deliver the envelope unopened (1) if addressed to an individual director, to such director, or (2) if addressed to the Board, to the Chair of the Board who will report on the contents to the other board members.

Our directors periodically review communications from shareholders or interested parties and determine, at their discretion, whether the communication addresses a matter that is appropriate for consideration by the Board. Directors also attend the annual meeting of shareholders and receive communications directly from shareholders at that time.

Code of Ethics and Whistleblower Policy

We maintain a written Code of Ethics, a copy of which is available on our website at www.goldresourcecorp.com. In the event the Board approves an amendment to or a waiver of any provision of the Code of Ethics, we will disclose the information on our website.

The Company also maintains a Whistleblower Policy, a copy of which is available on our website at www.goldresourcecorp.com. We are committed to conducting appropriate investigations and supporting individuals who report in good faith concerning any perceived illegal acts, fraud, and/or violations of the Code of Ethics.

​Delinquent Section 16(a) Reports

​Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and stockholders who own more than 10% of our stock to file forms with the SEC to report their ownership of our stock and any changes in ownership. We assist our directors and executive officers by identifying reportable transactions of which it is aware and preparing and filing their forms on their behalf. All persons required to file forms with the SEC must also send copies of the forms to us. We have reviewed all forms provided to us. Based on that review and on written information given to use by our executive officers and directors, we believe that all Section 16(a) filings during the past fiscal year were filed on a timely basis and that all directors, executive officers and 10% beneficial owners have fully complied with such requirements during the past fiscal year except for one late filing involving Joseph Driscoll, a member of our Board, two late filings involving Ronald Little, a member of our Board, one late filing involving Elizabeth Ann Wilkinson, our former Corporate Secretary and one late filing involving Richard Irvine, our former Chief Operating Officer.

​Prior auditor disclosures

Plante & Moran, PLLC (“Plante Moran”) served as our independent public accounting firm from October 1, 2018 when our prior independent public accounting firm, EKS&H LLLP combined with Plante Moran, until December 31, 2021, following such time Plante Moran declined to continue as our independent auditor. The audit reports of Plante Moran on the Company’s consolidated financial statements as of and for the years ended December 31, 2021 and 2020, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the December 31, 2021 opinion on the internal control over financial reporting contained a separate paragraph stating that “In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the operating effectiveness of review controls over the accounting for and valuation of acquired assets and liabilities in the application of the acquisition method of accounting for asset acquisitions.”

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During the years ended December 31, 2021 and 2020, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Plante Moran on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Plant Moran, would have caused Plante Moran to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) other than as noted above.

The Company provided Plante Moran and BDO with a copy of the disclosures required by Item 304(a) of Regulation S-K prior to the time this proxy statement was filed with the SEC. In the event that Plante Moran or BDO believed the disclosures were incorrect or incomplete, each was permitted to express its views in a brief statement to be included in this proxy statement. Neither submitted such a statement.

The following table sets out the aggregate fees billed by our former principal auditor, Plante & Moran, PLLC for services rendered during the fiscal years ended December 31, 2021 and 2020 in connection with our annual audits and quarterly reviews, as well as for any other non-audit services provided by the firm:

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Audit Fees. This category includes fees related to the audit of our annual financial statements; review of financial statements included in our quarterly reports on Form 10-Q; the audit of management’s assessment of the effectiveness as well as the audit of the effectiveness of our internal control over financial reporting included in our Form 10-K as required by Section 404 of the Sarbanes-Oxley Act of 2002; and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements during those fiscal years. For 2021, this category includes additional audit services provided in connection with the acquisition of Aquila Resources Inc.

Audit-Related Fees. This category consists of assurance and related services provided by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” For 2020, this category includes the additional audit services provided in connection with the spin-off of the Nevada assets.

Tax Fees. This category consists of professional services rendered by the independent registered public accounting firm primarily in connection with our tax compliance activities, including the preparation of tax returns and technical tax advice related to the preparation of tax returns. For 2020, this category includes the tax services provided in connection with the spin-off of the Nevada assets.

All Other Fees. This category consists of fees for other corporate services that are not included in the other categories of fees.

During fiscal 2021, the Audit Committee approved in advance all services provided by Plante Moran.

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Our Executive Officers

In addition to our CEO and President, Allen Palmiere, who also serves as a member of our Board and whose biographical information is disclosed under the heading “Directors,” our executive officers as of the date of this proxy statement include the following individuals:

Kimberly C. Perry, age 47, was appointed Chief Financial Officer in August 2020. Prior to her appointment, Ms. Perry served as an Independent Director for the Company since April 2019. Ms. Perry is an accomplished leader with more than 20 years’ experience, of which 17 years are in the mining industry in senior executive positions. Most recently, Ms. Perry was treasurer and vice president at Alacer Gold Corporation from 2013 to 2019, and prior to that, as compliance officer and director of internal audit. From 2005 to 2012, Ms. Perry served in various senior roles at Newmont Mining Corporation. Ms. Perry is a CPA and received a Bachelor of Science in Business Administration from Auburn University.

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Alberto Reyes, age 47, was appointed Chief Operating Officer in May 2021. Mr. Reyes is a B.Eng by training, has more than 20 years of experience in the mining industry in an operational capacity. His international experience includes North and Latin America, South Africa, Australia, the Philippines, Ghana, and Brazil. Mr. Reyes’ expertise includes operations, mine planning, feasibility studies, developing cost-saving strategies, and community and government relations. Mr. Reyes has progressively held more senior roles in Newcrest Mining LTD, GoldFields International Ltd. Luna Gold Corp, and most recently Vice President of Operations at Coeur Mining. Mr. Reyes possesses a B.Eng Mining from Laurentian University, Sudbury, Ontario, is a Chartered Professional Mining and a qualified person with the AusIMM.

Our officers serve at the pleasure of the Board.

Executive Compensation

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Compensation Discussion and Analysis

At Gold Resource Corporation, the newly constituted Compensation CommitteeCommittee‘s objective is working to implement best-in-class governance for executive compensation. We believe executive compensation is key to helping us achieve our strategic goals and build and retain our success-proven team, and therefore have designed a compensation philosophy with these objectives in mind. Our compensation philosophy is built on four guiding principles:

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We are confident that the best way to achieve our strategic goals, attract and retain top talent and align with shareholders is by providing an appropriate mix of three major elements of compensation (salary, annual bonus and long-term incentives), and adopting the proactive controls and policies below:

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What We Have Accomplished So Far

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♦ We have engaged an independent compensation consultant to assess and provide guidance on our compensation philosophy and to conduct ongoing peer reviews of executive and non-executive director compensation

♦ We have adopted an incentive compensation clawback policy

♦ We promote retention with annual equity awards that vest over 3 years

♦ We promote performance and retention with equity awards that are based on performance

♦ Our compensation plans mitigate excessive risk taking

♦ We require minimum share ownership levels for executives and directors

♦ We have a double trigger for cash severance upon change of control

♦ We have engaged an independent compensation consultant to assess our compensation philosophy and, going forward, to aid us in putting in place aOur compensation program for both management and directors that aligns our interests with that of shareholders.

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Group for target levels of performance with the opportunity to significantly exceed the median for superior performance levels. The initial 2021 Compensation Peer Group is defined as follows:

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The Compensation Peer Group was selected based on several factors including, but not limited to, gold and silver producers, operations in the Americas and market capitalization with a range of $100 million to $500 million.

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2020 Executive Compensation

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The key elements of the 2020 executive compensation plan were salary and the STIP bonus. DueIn addition to the Fortitude Gold Corporation spin-off, unvested option prices and unvested RSU’s were adjusted. The non-equity incentive award was dependent on safety performance and relative total shareholder return (“TSR”) during 2020. As the Company suffered a fatality on December 24, 2020 and performed in the bottom quartile of its previous peer group’s TSR, the non-equity incentive award was zero. The Compensation Committee exercised its authority in determining the discretionary component of the 2020 STIP. The Compensation Committee considered several corporate and individual performance factors, including, but not limited to, the following:

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The final element of the totalmain compensation package is sign-on equity grants which typically consist of stock options and RSU’s.  These grants are awarded when an executive accepts employment with the Company and are designed to ensure longer-term retention of the executive. The timing, level and value of such issuances of the awards is determined at the discretion of the Compensation Committee and typically vest over a period of several years to encourage executive retention.

Additionalelements described above, additional benefits provided to executive officers and key employees as part of their compensation packages include health insurance, a health expense reimbursement plan and a 401(k) retirement plan (for US residents). To the extent the NEOs participate in these programs, they generally do so on the same basis as our other employees. We believe these benefits are consistent with those offered by other companies with which we compete for executive talent. Our NEOs do not typically receive perquisites nor do we maintain any deferred compensation plans.plans for our executive officers.

Peer Group

Work with the independent Compensation Consultant will continue to set target TDC levels for each executive with reference to the TDC levels of a group of peer mining companies (“Compensation Peer Group”) in recognition of the need to attract, motivate and retain key employees with the requisite skills to execute the Company’s long-term objectives. Median of the Compensation Peer Group was evaluated when setting the target TDC levels of performance with the opportunity to significantly exceed the median for superior performance levels. The 2021 Compensation Peer Group was defined as follows:

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The Compensation Peer Group was selected based on several factors including, but not limited to, gold and silver producers, operations in the Americas and market capitalization with a range of $100 million to $500 million.

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2021 Executive Compensation Decisions

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Base Salary

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In determining base salaries for 2021, the Compensation Committee considered the roles and responsibilities of each individual, the existing compensation opportunities of the executives as part of the onboarding and recruitment process, as well as the base salaries of similarly situated executives in the Compensation Peer Group. Based on the foregoing, base salary levels for our named executive officers for 2021 were set at the levels set forth below. We did not make any year-over-year changes to the base salary of Ms. Perry, as her base salary was established in the fall of 2020. We will continue to evaluate the base salary levels of our executives on an ongoing basis and may make appropriate adjustments to base salary levels in the future.

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2021 STIP

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Each of our executives is eligible to participate in our short-term incentive program, at a target level established pursuant to their respective employment agreements and expressed as a percentage of base salary. For 2021, our executive officers had the following target STIP amounts:

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⁽¹⁾ Ms. Perry’s employment contract states her target bonus is 100% of base salary; however, it is the intended practice for this target to be 40% of base salary.

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While the Company established a well thought-out compensation philosophy in 2021, performance measures were not set at the beginning of 2021 due to the transition from prior management to a new Board of Directors and Compensation Committee. Therefore, the Compensation Committee determined 2021 STIP amounts on a discretionary basis considering guiding principles of 1) paying competitively for high caliber people, 2) shareholder alignment and reasonableness (i.e. design and actual pay are fiscally prudent and reasonable under the current existing realities), and 3) several corporate and individual performance factors including, but not limited to, the following:

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The Compensation Committee exercised its authority in determining the discretionary component of the 2021 STIP should be awarded at target.

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Although the payout of the 2021 STIP was discretionary, the 2022 STIP will be performance-based pay using pre-determined targets, with reference to achievement of the below measures of success in order of priority:

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2021 LTIP

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To align the compensation of our named executive officers with the interests of our shareholders, and to incentivize the retention of our executive officers over the long term, we determined to award equity-based incentives to our named executive officers on an annual basis. LTIP grants for 2021 consisted of stock options, RSUs, and PSUs, with the following general terms and conditions:

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We determined the amount awarded to each executive based on the terms of their respective employment agreements and the awards made to similarly situated executives in the Compensation Peer Group. The table below reflects the 2021 LTI Awards made to our executives in March 2022 following the end of the 2021 fiscal year. Exercising their authority, the Compensation Committee awarded the 2021 LTI above target due to the transformative measures implemented and the financial performance of the Company during fiscal year 2021. Because the 2021 awards were made after the end of the fiscal year, they are not reflected in the Summary Compensation Table or any of the executive compensation tables below in this proxy statement. Instead, our 2021 awards will be reported in the executive compensation tables in our 2023 proxy statement.

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Other 2021 Compensation Items

We made a sign-on award of stock options to Mr. Palmiere in connection with his commencement of employment with the Company. The amount of his sign-on award was determined as a result of negotiation with Mr. Palmiere and as an inducement for him to accept employment with the Company as CEO. The sign-on stock option award covers 500,000 shares of our common stock, has a ten year term, and an exercise price per share equal to the fair market value on the date of issuance.

Risk Assessment

The Compensation Committee considers the risk implications associated with our compensation policies and practices on an on-going basis and as part of its annual compensation review. There are no identified risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. The executive compensation program seeks to encourage actions and behaviors directed towards increasing long-term value while modifying and limiting incentives that promote inappropriate risk-taking.

The Compensation Committee’s risk assessment and risk management is based on the underlying philosophy that guides the Committee in the design of the key elements of compensation as follows:

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Some specific controls that are in place to mitigate certain risks are as follows:

Clawback Policy

The Company maintains a clawback policy applicable to executive compensation in the event of misconduct on the part of executive officer, including any such misconduct that results in a restatement of its financial statements. The clawback policy is filed with the SEC as an exhibit to our annual report on Form 10-K for the year ended December 31, 2017.

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Compensation Committee Report.

The Compensation Committee of the Board of Directors is pleased to present this Compensation Committee Report:

We have reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Form 10-K for the year ended December 31, 2021.

Respectfully submitted,

Alex Morrison (Chair) and Joe Driscoll (member)

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Summary Executive Compensation TableRisk Assessment

The following table summarizesCompensation Committee considers the totalrisk implications associated with our compensation policies and practices on an on-going basis and as part of all persons servingits annual compensation review. There are no identified risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. The executive compensation program seeks to encourage actions and behaviors directed towards increasing long-term value while modifying and limiting incentives that promote inappropriate risk-taking.

The Compensation Committee’s risk assessment and risk management is based on the underlying philosophy that guides the Committee in the design of the key elements of compensation as our CEO, CFO and our three most highly compensated other executive officers (a.k.a. “named executive officers” or “NEOs”) during fiscal 2020:

​follows:

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Some specific controls that are in place to mitigate certain risks are as follows:

Clawback Policy

The Company maintains a clawback policy applicable to executive compensation in the event of misconduct on the part of executive officer, including any such misconduct that results in a restatement of its financial statements. The clawback policy is filed with the SEC as an exhibit to our annual report on Form 10-K for the year ended December 31, 2017.

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Compensation Committee Report.

The Compensation Committee of the Board of Directors is pleased to present this Compensation Committee Report:

We have reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Form 10-K for the year ended December 31, 2021.

Respectfully submitted,

Alex Morrison (Chair) and Joe Driscoll (member)

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Risk Assessment

The Compensation Committee considers the risk implications associated with our compensation policies and practices on an on-going basis and as part of its annual compensation review. There are no identified risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. The executive compensation program seeks to encourage actions and behaviors directed towards increasing long-term value while modifying and limiting incentives that promote inappropriate risk-taking.

The Compensation Committee’s risk assessment and risk management is based on the underlying philosophy that guides the Committee in the design of the key elements of compensation as follows:

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Some specific controls that are in place to mitigate certain risks are as follows: