Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-04-24

Vista Gold (VGZ)

CEO Frederick Earnest was paid $624,190 in fiscal year 2025, ↑ up 7.2% from fiscal year 2024 (SEC filing 0000783324-26-000016 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$624,190 ↑
Frederick Earnest total, FY2025
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CEO pay percentile vs peers
—
CEO-to-median pay ratio
91.73%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Frederick Earnest (President and Chief Executive Officer), FY2025 total compensation $624,190 (base salary $370,000) [exec_comp, SEC accession 0000783324-26-000016, filed 2026-03-17]

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VGZ's next annual pay disclosure, estimated March 17, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Frederick Earnest$370,000$87,000$153,190$0$0$0$14,000$624,190
President and Chief Executive Officer
Douglas Tobler268,80845,00078,96000014,000406,768
Chief Financial Officer
Pamela Solly200,00021,60042,95000011,337275,887
Vice President Investor Relations

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Frederick Earnest$624,190$582,013$566,190↑ +42,177
Douglas Tobler406,768403,710393,863↑ +3,058
Pamela Solly275,887249,905239,574↑ +25,982

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against VGZ
No companies currently name VGZ as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-04-2937,744,5463,400,732424,58291.73%Passed
20242024-04-3037,193,8773,099,369599,05592.31%Passed
20232023-04-2737,533,3052,446,3042,450,46093.88%Passed
20222022-04-2840,083,6062,967,955807,35893.11%Passed
20212021-04-2926,444,502726,788698,85697.33%Passed
20202020-04-3025,668,9291,553,042793,93894.29%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-04-2991.73%a
20242024-04-3092.31%b
20232023-04-2793.88%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Revival Gold Corp. Belo Sun Mining Corp. Mayfair Gold Spanish Mountain Gold Ltd. STLLR Gold Inc. Ausgold Limited Newcore GoldRGLD Probe Gold Inc. Goldshore Resources Inc. TriStar Gold Inc. Thesis Gold G Mining VenturesPPTA Perpetua Resources Rox Resources Limited Ascot Resources Ltd Wallbridge Mining Company West Vault Mining New Found Gold Corp. Rupert Resources Ltd. Liberty Gold Corp. Black Cat Syndicate Limited Integra Resources
10a

Peer reciprocity

Of the companies Vista Gold names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Vista Gold.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Probe Gold Inc.2025William Heissenbuttel$918,000$2,759,437$0$1,400,000$5,230,084
2Perpetua Resources2025Jonathan Cherry458,750797,07301,188,0002,463,823
3Vista Gold2025Frederick Earnest370,000153,19000624,190

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Vista Goldnot disclosednot disclosednot disclosednot disclosed
Perpetua Resourcesnot disclosednot disclosednot disclosednot disclosed
Probe Gold Inc.138.6%RSU 50 · PSU 50Yes — TSR Relative to Certain Enumerated Precious Metals CompaniesWTW

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

10d

Frequently asked questions

Who was the highest-paid executive at Vista Gold in fiscal 2025?
As disclosed, Frederick Earnest (President and Chief Executive Officer) was the highest-paid executive at Vista Gold in fiscal 2025, with total compensation of $624,190.
How did shareholders vote on Vista Gold's executive compensation?
As disclosed, 91.73% of shareholders supported Vista Gold's executive compensation in the latest say-on-pay vote.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Frederick EarnestDEF 14A2026-03-170000783324-26-000016Section “Executive Compensation”. As printed: 624,190. View filing ↗
2Section 01, Douglas ToblerDEF 14A2026-03-170000783324-26-000016Section “Executive Compensation”. As printed: 406,768. View filing ↗
3Section 01, Pamela SollyDEF 14A2026-03-170000783324-26-000016Section “Executive Compensation”. As printed: 275,887. View filing ↗
4Section 06, 2025 voteForm 8-K2025-04-290000783324-25-000024Item 5.07 · say-on-pay result. As reported: 91.73% (votes for as printed: 37,744,546). View filing ↗
5Section 06, 2024 voteForm 8-K2024-05-020000783324-24-000046Item 5.07 · say-on-pay result. As reported: 92.31% (votes for as printed: 37,193,877). View filing ↗
6Section 06, 2023 voteForm 8-K2023-04-280000783324-23-000027Item 5.07 · say-on-pay result. As reported: 93.88% (votes for as printed: 37,533,305). View filing ↗
7Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.
8Probe Gold Inc., Section 10b CEO totalDEF 14A2026-04-030000085535-26-000018CEO total compensation as printed in Probe Gold Inc.'s own proxy. As printed: 5,230,084. View filing ↗
9Perpetua Resources, Section 10b CEO totalDEF 14A2026-04-240001104659-26-048110CEO total compensation as printed in Perpetua Resources's own proxy. As printed: 2,463,823. View filing ↗
10Vista Gold (subject), Section 10b CEO totalDEF 14A2026-03-170000783324-26-000016CEO total compensation as printed in Vista Gold's own proxy. As printed: 624,190. View filing ↗
11Section 10a, Probe Gold Inc. reciprocityDEF 14A—0000085535-26-000018Probe Gold Inc.'s most recent proxy was read; its disclosed peer group does not include Vista Gold. View filing ↗