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Dear Fellow Stockholders,
I am pleased to report that 2023 was another successful year for Royal Gold. We have a long record of disciplined execution of a clear and simple strategy, and this last year was no exception. After a year of significant investment in 2022, we took advantage of our strong cash flow in 2023 to strengthen our balance sheet, increase our available liquidity, and raise our dividend for the 23rd consecutive year.
As I reflect on our growth over the past four decades, the importance of our focus on jurisdictional risk became increasingly apparent during 2023. We are fortunate that most of our revenue comes from mining-friendly jurisdictions, and our largest revenue sources during the year were Canada and the United States. Your Board remains vigilant with respect to ensuring that geopolitical risk exposure is managed appropriately, and I am pleased to say that we have created long-term value by adding high quality and long-lived assets with an emphasis on stable jurisdictions. Our investments are long-term in nature and often require subjective assessments of political and jurisdictional risks, and I believe the collective judgement and experience that your Board brings to this issue is a valuable attribute.
We look forward to reviewing the achievements of 2023 with you, and you are cordially invited to join us virtually for our 2024 annual meeting of stockholders on May 23, 2024, at 9 a.m. Mountain Time. Holders of record of our common stock on March 28, 2024, are entitled to notice of and to vote at the virtual annual meeting. The accompanying notice of virtual annual meeting and proxy statement describe the business to be conducted at the meeting.
On behalf of your Board of Directors, I thank you for your continued support.
Sincerely,
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William Hayes
Chair of the Board |
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“The importance of assessing jurisdictional risk underlines our approach to building a business that is sustainable for the long term, and your Board’s collective experience plays a critical role in the consideration of potential issues in this area.”
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Please Vote
It is important that your shares are represented and voted at the virtual annual meeting. Even if you expect to log into the virtual annual meeting, please vote your shares as promptly as possible by telephone or the internet or by signing, dating, and returning the proxy card mailed to you if you received a paper copy of this proxy statement.
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NOTICE OF 2024 VIRTUAL ANNUAL MEETING OF
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WHEN
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WHERE
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Thursday, May 23, 2024 at 9:00 a.m. Mountain Time
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You can attend and participate in the meeting by visiting www.virtualshareholder meeting.com/RGLD2024, where authenticated stockholders will be able to listen to the meeting live, submit questions, and vote. The 2024 annual meeting of stockholders of Royal Gold will be held entirely online via live audio webcast. The webcast is designed to provide stockholders the opportunity to participate virtually to facilitate stockholder attendance and to provide a consistent experience to all stockholders, regardless of location.
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You are eligible to vote at the virtual annual meeting and any postponement or adjournment of the meeting if you are a holder of Royal Gold’s common stock at the close of business on March 28, 2024 (the “Record Date”).
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1
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| | The election of the two Class I director nominees identified in the accompanying proxy statement. | |
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2024 Proxy Statement
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1
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Business Model
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Gold Focused
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Growth
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Our business model gives investors exposure to a globally diversified portfolio of mining assets, including producing mines and development and exploration projects, without incurring the costs associated with mine operations.
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76% of our revenue for the year ended December 31, 2023, was generated from gold.
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We prioritize investment in long-lived assets in mining-friendly and safe jurisdictions that we expect will provide our stockholders exposure to higher gold prices as well as growth in production and reserves.
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Capital
Deployment |
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Financial Strength
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Return to Stockholders
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We maintain a strong balance sheet and access to liquidity that allows us to invest opportunistically.
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Our high-margin business model supports our preference to finance our growth internally using cash flow from operations and available credit.
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We believe in paying a growing and sustainable dividend.
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2024 Proxy Statement
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2
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$605.7M
Strong financial performance with revenue of $605.7 million, operating cash flow of $415.8 million, and earnings of $239.4 million.
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$98.6M
$98.6 million returned to stockholders as dividends during 2023, and our approved 2024 dividend per share represents the 23rd consecutive year of annual increases in the dividend rate. This history of dividend payment and growth is unique in the precious metals sector and Royal Gold is the only precious metals company in the S&P High Yield Dividend Aristocrats Index.
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312,100 GEOs*
Robust production volume of 312,100 GEOs* for 2023.
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$845M
Increased total available liquidity to $845 million as of December 31, 2023, which included approximately $95 million in working capital and $750 million available under our revolving credit facility.
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$325M
Strong operating cash flow provided cash to repay outstanding borrowings by $325 million during 2023, leaving an outstanding debt balance of $250 million as of December 31, 2023.
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2024 Proxy Statement
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3
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Proposals and Recommendations
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More Information
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PROPOSAL 1:
ELECTION OF TWO CLASS I DIRECTOR NOMINEES TO SERVE UNTIL THE 2027 ANNUAL MEETING
The Board recommends you vote FOR each director nominee. We believe that each of our director nominees possesses the experience, skills, and qualities to fully perform his duties as a director and contribute to the success of Royal Gold.
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(see page 12)
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PROPOSAL 2:
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Board recommends you vote FOR this “say-on-pay” advisory proposal because the Board believes that our compensation policies and practices are effective in achieving our compensation goals of paying a competitive salary, providing attractive annual and long-term incentives to reward growth, and linking management interests with stockholder interests.
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(see page 35)
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PROPOSAL 3:
RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR 2024
The Board recommends you vote FOR this proposal. Our Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for 2024 and is asking stockholders to ratify this selection.
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(see page 66)
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2024 Proxy Statement
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4
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Our corporate governance practices are designed to protect and promote long-term value
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Separate CEO and Chair
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Lead independent director appointed if Board Chair is not independent
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Six of seven directors are independent, including the Board Chair and all Audit and Finance Committee (“Audit Committee”) and Compensation, Nominating and Governance Committee (“CNG Committee”) members
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All Audit Committee members are deemed financial experts
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Majority voting in uncontested director elections
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Independent directors average one outside public company board
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Thorough director onboarding program
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Continuing director education is encouraged and funded
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Quarterly regulatory and governance updates provided
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Annual Board and committee self-assessments
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Robust director and management succession planning processes
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Regular executive sessions of the Board and committees
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CNG Committee oversight of environmental, social, and other sustainability initiatives
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Annual compliance reviews of corporate governance policies and charters
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Quarterly Board review of enterprise risk management program
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Quarterly Audit Committee review and annual Board review of cybersecurity program
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Regular stockholder engagement
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Stock ownership guidelines for directors and executives
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Annual advisory say-on-pay vote
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CNG Committee retention of independent advisor to assist with executive and director compensation
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Focus on pay for performance in executive compensation program
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Robust Insider Trading Policy
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No tax gross-ups or excessive perquisites
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No stock option repricing without stockholder approval
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Policies against hedging and pledging stock
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Strong Code of Business Conduct and Ethics and Whistleblower Policy
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Promotion of inclusive work environment supported by our Diversity and Inclusion Policy
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Commitment to including qualified individuals of gender, racial, or ethnic diversity in all new director searches
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Nearly all of our employees completed anti-harassment and anti-corruption trainings in 2023
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Clawback policy to recoup incentive-based compensation from executive officers for accounting restatements and improper conduct
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2024 Proxy Statement
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5
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Name and Principal Position
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Salary
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Non-Equity
Incentive Plan Compensation ($) |
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Stock
Awards ($) |
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All Other
Compensation ($) |
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Total
Compensation ($) |
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William Heissenbuttel
President and CEO |
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865,000
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862,000
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2,507,551
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47,506
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4,282,057
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Daniel Breeze
SVP Corp Dev, RGLD Gold AG |
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495,441
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380,766
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761,710
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50,877
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1,688,794
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Paul Libner
SVP and CFO |
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463,000
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350,000
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925,669
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37,689
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1,776,358
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Martin Raffield
SVP Operations |
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382,337
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294,000
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626,160
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37,224
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1,339,721
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Randy Shefman
SVP and GC |
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448,000
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348,000
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825,377
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40,189
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1,661,566
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Mark Isto
Former EVP and COO, Royal Gold Corp |
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389,280
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291,967
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1,275,991
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30,399
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1,987,637
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2024 Proxy Statement
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8
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Short-Term Incentive
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Gross GEO
Production(1) |
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Gold-focused portfolio; capital
deployment; growth |
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70% of target opportunity
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Short-term
incentive awards for 2023 paid out at approximately 100% of target for our CEO and 102% of target for our other NEOs |
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Net GEOs in Reserves and M&I Resources(2)
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| | Responsible growth; capital deployment | | | 129% of target opportunity | | ||||||
| Expense Control—Adjusted Cash G&A Expense(3) | | |
Financial flexibility and discipline
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120% of target opportunity
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ESG Achievements
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Business Integrity
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| | Sufficiency of liquidity; effectiveness of internal financial controls, cyber risk management and portfolio health management | | | 100% of target opportunity | | ||||||
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Individual Goals
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Long-Term Incentive
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Restricted Shares
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Executive retention
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22,603 shares vested in 2023
for our NEOs |
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Performance Shares (TSR)
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| | Stockholder return | | | 4,133 shares vested in 2023 for our NEOs |
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2024 Proxy Statement
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10
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2024 Proxy Statement
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CHUBBS
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HAYES
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HEISSENBUTTEL
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MCARTHUR
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SOKALSKY
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VANCE
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VEENMAN
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Knowledge, Skills, and Experience
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| Mining Industry Experience: Mining, metals or other extractives industry experience assists in understanding our business drivers, operations, key performance indicators, long-term ROI horizons and competitive environment. | | |
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| Technical Mining Experience: It is important that our Board includes a member(s) with experience in open-pit and underground mines, including oversight of associated health and safety matters, as well as experience with exploration, geology, metallurgy, and mining practices. | | |
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| Business Development/Capital Markets/Banking/Finance/M&A: Experience with capital markets and banking transactions and mergers and acquisitions provides the knowledge and skills necessary to evaluate and oversee the design and implementation of our financing and capital allocation strategies. | | |
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2024 Proxy Statement
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13
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CHUBBS
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HAYES
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HEISSENBUTTEL
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MCARTHUR
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SOKALSKY
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VANCE
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VEENMAN
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| Accounting: Experience as an accountant, auditor, or other similar experience is critical to providing oversight of the preparation and audit of our financial statements and ensuring compliance with various related regulatory requirements and standards. We seek to have several directors who qualify as audit committee financial experts, as defined by SEC rules. | | |
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| Corporate Governance: Directors with experience implementing governance structures and policies provide an understanding of best practices and key issues, enhancing our ability to maintain good governance and to execute new key governance initiatives. | | |
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| Information Technology/Cybersecurity: Experience with information technology/cybersecurity contributes to an understanding of our information technology capabilities and risks associated with cybersecurity matters. | | |
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| Human Capital Management: Experience in key human capital areas is helpful in supporting business and corporate strategies, including talent and organizational resourcing and development; compensation; and diversity and inclusion. | | |
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| International Business: Experience in international business/global affairs or experience related to global economic trends yields an understanding of geographically diverse business environments, regulatory matters, economic conditions and cultural perspectives that informs our global business practices and strategy, and enhances our international operations. | | |
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| Legal and Regulatory: Royal Gold is subject to a broad array of government regulations. Legal, regulatory compliance and/or public policy experience offers valuable insight into the impact of laws, rules, regulations, and other governmental actions and decisions on our Company and our industry, and greater understanding of the legal risks and obligations of Royal Gold. | | |
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| Risk Management: Experience with risk management is critical to Royal Gold because the scale and complexity of our business necessitates a thoughtful and coordinated approach to risk management, including a clear understanding and oversight of the myriad risks that the Company faces, and how to assess and prioritize such risks. | | |
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| Sustainability / Corporate Responsibility: Experience with implementing and advancing sustainability initiatives is valuable to Royal Gold as it furthers responsible mineral development as a means to create long-term value for our stakeholders, and helps inform the assessment of new investments and the performance of existing investments. | | |
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Some Experience: ■
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Extensive Experience: ■
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2024 Proxy Statement
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14
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Total Number of Directors: 7
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CHUBBS
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HAYES
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HEISSENBUTTEL
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MCARTHUR
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SOKALSKY
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VANCE
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VEENMAN
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Board Tenure Years
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3
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16
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4
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10
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Gender Identity
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Male
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Female
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Demographic Background
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Hispanic or Latino
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2024 Proxy Statement
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15
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William Heissenbuttel Class I Director—term expires 2024
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![]() Age: 58
Not Independent
Director since: January 2020
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President and Chief Executive Officer
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Prior Experience:
Mr. Heissenbuttel has more than 36 years of corporate finance experience, including 30 years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel has served as our President and Chief Executive Officer and a Class I director since January 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy from June 2018 to January 2020, Vice President Corporate Development from 2007 to June 2018, Vice President Operations from 2015 to June 2016, and Manager Corporate Development from 2006 to 2007. Prior to joining Royal Gold, Mr. Heissenbuttel served as Senior Vice President from 2000 to 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994, he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover. Mr. Heissenbuttel holds a Master of Business Administration degree from the University of Chicago and a Bachelor of Arts degree from Northwestern University.
Reasons for Nomination:
Mr. Heissenbuttel was selected to serve on our Board because of his perspective and experience as our President and CEO; skills at stakeholder engagement; extensive business development, accounting and finance experience; broad understanding of global mining businesses; and risk management skills. These skills enable him to bring valuable expertise to our Board with respect to evaluating significant investments in royalty and stream interests in mining properties around the world, balancing competing interests, and addressing governance, disclosure and risk management challenges.
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2024 Proxy Statement
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16
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Jamie Sokalsky Class I Director—term expires 2024
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![]() Age: 66
Independent
Director since: August 2015
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Finance and Strategic Planning Expert
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Audit Committee Member since August 2015
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Audit Committee Chair since January 2022
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Audit Committee Financial Expert
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Prior Experience:
Mr. Sokalsky has over 30 years of progressive experience in the mining industry. Mr. Sokalsky’s experience in the mining industry began in 1993 as Treasurer and Vice President of Barrick Gold Corporation, where he also served as Chief Financial Officer from 1999 to 2012 and CEO, President, and a director from 2012 to 2014.
Other Public Company Directorships:
Mr. Sokalsky has served as Chairman of the Board of Directors of Probe Gold, Inc. (TSX: PRB) since 2015 (and currently serves on the Nominating and Corporate Governance Committee and the Compensation Committee) and as a director of Agnico-Eagle Mines Ltd. (NYSE: AEM) since 2015 (where he currently serves as Lead Director of the Board of Directors and a member of each of the Audit Committee and Corporate Governance Committee).
Reasons for Nomination:
Mr. Sokalsky’s extensive experience in the mining industry, experience in leading a large global mining company, his expertise in many of the issues facing complex, global companies, together with his finance and strategic expertise enable him to bring valuable expertise to our Board with respect to planning for the long term, offering value to mining operators, stakeholder engagement, and anticipating risks and competitive threats.
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2024 Proxy Statement
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17
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Fabiana Chubbs Class III Director—term expires 2026
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![]() Age: 58
Independent
Director since: November 2020
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Sarbanes-Oxley Act Controls Expert
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Audit Committee Member since November 2020
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Audit Committee Financial Expert
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Prior Experience:
Ms. Chubbs has over 25 years of progressive experience in the mining industry. Ms. Chubbs served as Chief Financial Officer of Eldorado Gold Corporation from 2011 until her retirement in April 2018. She joined Eldorado Gold in 2007 and led treasury and risk management functions until accepting the Chief Financial Officer position. Prior to Eldorado Gold, Ms. Chubbs was a Senior Manager with PwC Canada. During her ten years at PwC Canada, she specialized in audits of public mining and technology companies. Ms. Chubbs started her career in her native Argentina, with experience divided between PwC Argentina and IBM. Ms. Chubbs holds dual degrees from the University of Buenos Aires, including a Certified Public Accountant bachelor’s degree and a Bachelor of Business Administration degree. She is a Chartered Public Accountant in Canada.
Other Public Company Directorships:
Ms. Chubbs has served as a director of Lithium Americas Corp. (TSX and NYSE: LAC) since June 2019. Ms. Chubbs currently serves as Chair of the Audit and Risk Committee and a member of the Governance and Nominating Committee at Lithium Americas Corp.
Key Skills and Qualifications:
Ms. Chubbs’ extensive international and financial experience as the CFO of a large public mining company with substantial international operations, together with her experience as an independent auditor of public mining companies during her tenure at PwC Canada and her expertise in Sarbanes-Oxley Act controls, risk management, and technology, enable her to bring valuable expertise to our Board with respect to global business issues and oversight of our financial position and condition and the accurate reporting thereof.
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2024 Proxy Statement
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18
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William Hayes Class II Director—term expires 2025
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![]() Age: 79
Independent
Director since: January 2008
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Chair of Board since May 2014
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Strategic planning expert
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CNG Committee Member since August 2023
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Former Audit Committee Member from November 2008-August 2023
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Prior Experience:
Mr. Hayes has over 35 years of progressive experience focused on mining. Mr. Hayes retired from Placer Dome Inc., where he served as Executive Vice President for Project Development and Corporate Affairs from 2004 to 2006, Executive Vice President for USA and Latin America from 2000 to 2004, and Executive Vice President for Latin America from 1994 to 2000. Mr. Hayes also worked as an executive, including chief financial officer, for various mining operations in Latin America.
Other Directorships:
Mr. Hayes served as a director of Antofagasta plc (LON: ANTO) from 2006 to 2019, where he held various board positions over time, including Senior Independent Director, Audit Committee Chair, and member of the Safety and Sustainability Committee, Compensation Committee, and Nominating and Governance Committee. Mr. Hayes also served as Chairman of the Board of Tethyan Copper Company from 2007 through 2022.
Key Skills and Qualifications:
Mr. Hayes has provided a decade of leadership to our Board. His skills at building a relationship of mutual trust and candor with management ensure that our Board timely receives information and the Board’s feedback is reflected in Royal Gold’s day-to-day business. His experience in project and operations management for a large global mining company, enhanced by his oversight of project development and safety in his role as a board member of other global mining companies, also enables him to bring valuable expertise to our Board regarding human capital management, stakeholder engagement, and assessment of our strategic objectives from a financial, operational and sustainability perspective.
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2024 Proxy Statement
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19
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Kevin McArthur Class III Director—term expires 2026
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| |||
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![]() Age: 69
Independent
Director since: March 2014
■
Experienced mine operator
■
CNG Committee Member since May 2014
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| |
Prior Experience:
Mr. McArthur has over 40 years of progressive experience encompassing many facets of the mining business, including operations, corporate development and executive management. Mr. McArthur retired from Tahoe Resources Inc. where he served as a director and Chief Executive Officer from 2009 to 2015 and Executive Chairman from 2015 to February 2019. Prior to joining Tahoe Resources, Mr. McArthur was President and Chief Executive Officer of Glamis Gold Ltd. from 1996 to 2006 when it was purchased by Goldcorp Inc., where Mr. McArthur served as President and Chief Executive Officer and a director until 2008.
Other Public Company Directorships:
Mr. McArthur has served as a director of Novagold Resources Inc. (TSX and NYSE: NG) since May 2022 (where he currently chairs the Engineering and Technical Committee and serves on the Corporate Governance and Nominations Committee) and of First Quantum Minerals Ltd. (TSX: FM) since May 2021 (where he currently chairs the Environmental, Health Safety & Corporate Social Responsibility Committee and serves on the Human Resources Committee). Mr. McArthur previously served as Chairman of the Board of Boart Longyear Limited (ASX: BLY) from September 2019 to November 2021 and a director of Pan American Silver Corp. (Nasdaq and TSX: PAAS) from February 2019 to May 2020.
Key Skills and Qualifications:
Mr. McArthur brings to our Board experience in areas important to the operations and strategy of Royal Gold, including, in particular, extensive experience managing mining operations as the chief executive officer of major precious metals mining companies and serving in positions focused on mine operations and project development with major international mining companies. As Royal Gold’s Board evaluates significant investments in royalty and stream interests in mining properties around the world, Mr. McArthur’s experience and expertise is invaluable as he provides an important and unique perspective in our investment review process.
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2024 Proxy Statement
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Ronald Vance Class II Director—term expires 2025
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| |||
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![]() Age: 71
Independent
Director since: April 2013
■
Corporate and business development expert
■
Audit Committee Member (since August 2023)
■
Audit Committee Financial Expert
■
Former CNG Committee Member from January 2014-August 2023
■
Former CNG Committee Chair from November 2017-March 2023
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Prior Experience:
Mr. Vance has over 40 years of experience in mining and corporate development. Mr. Vance retired from Teck Resources Ltd., where he served as Senior Vice President, Corporate Development from 2006 to 2014. Prior to joining Teck Resources, Mr. Vance worked as Managing Director of Rothschild (Denver) Inc. from 1991 to 2000 and as Managing Director/Senior Advisor of Rothschild Inc. from 2000 to 2005.
Other Directorships:
Mr. Vance has served on the Board of Directors of Ivanhoe Electric Inc. since June 2023, where he currently serves as a member of the Audit Committee, and served as Chairman of the Board of Southern Peaks Mining L.P. in 2018.
Key Skills and Qualifications:
Mr. Vance’s business development experience with a large international mining company and his extensive experience in all aspects of corporate and business development and strategic planning enable him to bring valuable expertise to our Board with respect to the mining industry, financial markets, risk assessment, and regulatory matters.
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2024 Proxy Statement
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21
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Sybil Veenman Class III Director — term expires 2026
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![]() Age: 60
Independent
Director since: August 2017
■
Corporate governance and legal expert
■
CNG Committee Member since January 2018
■
CNG Committee Chair since April 2023
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| |
Prior Experience:
Ms. Veenman has 30 years of progressive experience in the mining industry. Ms. Veenman retired from Barrick Gold Corporation in 2014, where she served in various officer positions from 1994 to 2014, including Senior Vice President and General Counsel and a member of the executive leadership team from 2010 to 2014.
Other Directorships:
Ms. Veenman has served as a director of Major Drilling Group International Inc. (TSX: MDI) since December 2019 (where she currently serves as Chair of the Corporate Governance and Nominating Committee and a member of the Human Resources and Compensation Committee) and NexGen Energy Ltd. (TSX and NYSE: NXE) since August 2018 (where she currently serves on the Sustainability Committee and the Audit Committee). Ms. Veenman previously served as a director of IAMGOLD Corporation (NYSE: IAG) from December 2015 to May 2021 and Noront Resources Ltd. (TSX-V: NOT) from August 2015 to February 2020. Ms. Veenman also serves on the Board of Directors of Boost Child & Youth Advocacy Centre, a non-profit organization dedicated to providing child and youth services and support.
Key Skills and Qualifications:
Ms. Veenman’s extensive mining industry, legal and corporate governance experience as chief legal officer and member of the leadership team at a global gold mining company, and her substantial involvement on public company boards, enable her to bring valuable expertise to our Board with respect to the mining industry and to Royal Gold’s corporate governance, compensation plans, investment stewardship strategy and management of legal and other risks.
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| Our Board has determined that each of our directors, other than Mr. Heissenbuttel, is independent under the rules of the SEC and the listing standards of the Nasdaq Stock Exchange (“Nasdaq”). Our Board has also determined that none of our independent directors has any relationship with us that would interfere with the exercise of their independent judgment in carrying out their responsibilities as a director. | |
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6 out of 7 directors are independent. The only insider on our Board is our CEO.
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2024 Proxy Statement
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2024 Proxy Statement
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23
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Succession Planning
The CNG Committee considers the current and long-term needs of our business and seeks director candidates based on our needs and current Board structure, tenure, skills, diversity, and experience.
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Identify Qualified and Diverse Candidates
The CNG Committee identifies a pool of qualified and diverse director candidates through a robust search process, which might include an independent search firm.
In accordance with our Board of Directors’ Governance Guidelines, the CNG Committee includes diverse individuals in any director search. Specifically, when identifying new director candidates, the CNG Committee requires that the initial list of candidates, whether generated internally or by a search firm, includes a qualified candidate of gender, racial or ethnic diversity.
In addition, the CNG Committee considers the following qualifications, among others:
■
Experience in mining and mine finance
■
Independence
■
Integrity
■
Broad business judgment and leadership skills
■
Areas of expertise
■
Skills that may fill gaps on the Board
■
Personal qualities and reputation in the business community
■
Ability and willingness to commit adequate time to Board and committee duties
The CNG Committee will consider director candidates recommended by stockholders using the same criteria outlined above. Stockholders should submit their recommendations in writing to our Corporate Secretary in accordance with the advance notice and other provisions of our Bylaws.
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In-depth Review and Interview Process
Final director candidates are interviewed by all members of our Board.
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Decision and Nomination
The CNG Committee recommends, and the full Board approves, nominees who they believe are best qualified to serve the interests of Royal Gold and its stockholders.
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Election
Director nominees are presented to stockholders for election to a three-year term.
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Result:
Board consisting of directors with a range of relevant experience and varying tenures.
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2024 Proxy Statement
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2024 Proxy Statement
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25
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| Stockholders and other interested parties who wish to communicate with our Board, including our independent Chair of the Board, independent and nonmanagement directors as a group, or any other individual director, may send their communication to our Corporate Secretary at Royal Gold, Inc., 1144 15th Street, Suite 2500, Denver, Colorado 80202, or corporatesecretary@royalgold.com. | |
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Write to us
Royal Gold, Inc.
Attention: Corporate Secretary 1144 15th Street, Suite 2500 Denver, Colorado 80202 |
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2024 Proxy Statement
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26
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AUDIT COMMITTEE
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Jamie Sokalsky Chair
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Fabiana
Chubbs |
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Ronald
Vance |
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Committee Members and Highlights
|
| | Key Responsibilities | | |||
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■
Audit Committee held six meetings during the year ended December 31, 2023
■
Ronald Vance was elected as a member of the Audit Committee, effective August 22, 2023
■
All members are independent under Nasdaq and SEC rules
■
All members are audit committee financial experts under SEC rules
■
All members satisfy the Nasdaq financial literacy and sophistication requirements
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■
Oversees the integrity of our financial statements
■
Oversees compliance with legal and regulatory requirements and corporate policies
■
Appoints, retains, and oversees the independent registered public accounting firm and evaluates its qualifications, performance, and independence
■
Approves auditing services and any non-audit services to be rendered by the independent registered public accounting firm
■
Monitors the internal audit process and critical accounting policies
■
Reviews the adequacy of financial and operating controls
■
Oversees our financial strategy, capital structure, and liquidity position
■
Oversees our cybersecurity program
■
Reviews and approves related-person transactions
■
Monitors compliance with our Code of Business Conduct and Ethics
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2024 Proxy Statement
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CNG COMMITTEE
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Sybil Veenman Chair
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William
Hayes |
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Kevin
McArthur |
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Committee Members and Highlights
|
| | Key Responsibilities | | |||
|
■
CNG Committee held four meetings during the year ended December 31, 2023
■
Sybil Veenman was elected as Chair, effective April 1, 2023
■
William Hayes was elected as a member of the CNG Committee, effective August 22, 2023
■
All members are independent under Nasdaq and SEC rules, including the enhanced independence rules applicable to compensation committee members
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■
Oversees our compensation strategy
■
Reviews and approves the compensation to be paid to executive officers
■
Recommends to the Board compensation to be paid to our non-employee directors
■
Administers our equity incentive plan
■
Oversees the preparation of our compensation disclosures
■
Identifies and recommends to the Board director nominees
■
Advises the Board on corporate governance matters
■
Reviews our corporate governance policies
■
Oversees environmental, social, and other sustainability initiatives
■
Has authority to retain an independent compensation consultant
■
Evaluates compliance with our Stock Ownership Guidelines
■
Establishes a peer group of comparable companies and target competitive position for executive compensation
■
Makes recommendations regarding director and executive succession planning
■
Oversees the Board’s annual self-assessment process
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2024 Proxy Statement
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28
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Outcome
Our Board has determined the Board and its committees operated effectively during 2023.
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2024 Proxy Statement
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2024 Proxy Statement
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30
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2024 Proxy Statement
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31
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Compensation Element for Non-employee Directors
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2023
|
|
| Annual Board Retainer(1) | | | $70,000 | |
| Board and Committee Meeting Fees(1) | | | $1,500 / meeting attended | |
| Site Visit Fees(1)(2) | | | $1,500 / site visit | |
| Annual Retainer for Board Chair(1) | | | $115,000 | |
| Annual Retainer for Committee Chairs(1) | | | $25,000 | |
| Annual Equity Award(3) | | | $150,000 equity value target | |
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2024 Proxy Statement
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32
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Director
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Stock
Awards (1)(2) ($) |
| |
Total
($) |
|
| William Hayes | | |
204,500
|
| |
145,444
|
| |
349,944
|
|
| Fabiana Chubbs | | |
88,000
|
| |
145,444
|
| |
233,444
|
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| Kevin McArthur | | |
85,000
|
| |
145,444
|
| |
230,444
|
|
| Jamie Sokalsky | | |
113,000
|
| |
145,444
|
| |
258,444
|
|
| Ronald Vance(3) | | |
99,000
|
| |
145,444
|
| |
244,444
|
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| Sybil Veenman(3) | | |
99,000
|
| |
145,444
|
| |
244,444
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2024 Proxy Statement
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33
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2024 Proxy Statement
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34
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2024 Proxy Statement
|
| | | |
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Compensation, Nominating, and Governance Committee Report
|
| ||||||
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The Compensation, Nominating, and Governance Committee of the Board of Directors has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on this review and discussion, the Compensation, Nominating, and Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in Royal Gold’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Board of Directors has approved that recommendation.
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This report is provided by the following independent directors, who comprise the Compensation, Nominating, and Governance Committee:
|
| ||||||
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/s/ Sybil Veenman
Sybil Veenman, Chair
|
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/s/ William Hayes
William Hayes
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/s/ Kevin McArthur
Kevin McArthur
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2024 Proxy Statement
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37
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$605.7M
Strong financial performance with revenue of $605.7 million, operating cash flow of $415.8 million, and earnings of $239.4 million.
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$98.6M
$98.6 million returned to stockholders as dividends during 2023, and our approved 2024 dividend per share represents the 23rd consecutive year of annual increases in the dividend rate. This history of dividend payment and growth is unique in the precious metals sector and Royal Gold is the only precious metals company in the S&P High Yield Dividend Aristocrats Index.
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312,100 GEOs*
Robust production volume of 312,100 GEOs* for 2023.
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$845M
Increased total available liquidity to $845 million as of December 31, 2023, which included approximately $95 million in working capital and $750 million available under our revolving credit facility.
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$325M
Strong operating cash flow provided cash to repay outstanding borrowings by $325 million during 2023, leaving an outstanding debt balance of $250 million as of December 31, 2023.
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2024 Proxy Statement
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38
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| Drive growth and profitability | | | Increase long-term value for our stockholders |
| | Manage Royal Gold in a responsible and sustainable manner and in the best interests of stockholders, employees, and other stakeholders | | | Maintain our reputation for management excellence and financial performance | |
|
When designing executive compensation, the CNG Committee seeks
to achieve the following objectives: |
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■
Attract and retain the highest caliber personnel on a long-term basis
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■
Align management’s interests with the advancement of long-term, sustainable stockholder value
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■
Provide incentive compensation based on company performance on key financial, operational, and strategic goals
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■
Encourage creativity and innovation
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■
Discourage excessive risk-taking behavior
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2024 Proxy Statement
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39
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Performance Measure
|
| | |
Description
|
| | |
Strategic Link
|
| | |
Element of
Compensation |
| |
| |
Gross GEO Production(1)
|
| | |
Gross GEO Production (holding metal price constant) vs. budget
|
| | |
Gold-focused portfolio; capital deployment; growth
|
| | |
Short-term incentive
|
| |
| |
Net GEOs in Reserves and M&I Resources(2)
|
| | |
GEOs calculated using budgeted metal prices
|
| | |
Gold-focused portfolio; capital deployment; growth
|
| | ||||
| |
Expense Control— Adjusted Cash G&A Expense(3)
|
| | | Measures management’s ability to manage our business in a cost-efficient manner | | | |
Financial flexibility and discipline
|
| | ||||
| | ESG Achievements | | | | Measures management’s ability to implement and maintain sound environmental, social, and governance (“ESG”) practices that support the long-term sustainability of our business | | | | Sustainability | | | ||||
| | Business Integrity | | | | Measures sufficiency of liquidity; effectiveness of internal financial controls; effectiveness of cyber risk prevention; and portfolio health and asset valuation | | | |
Financial flexibility and discipline; portfolio management
|
| | ||||
| | Individual Performance | | | | Measures progress on management development, investment stewardship initiatives, succession planning, and other established performance metrics | | | | | | | ||||
| | TSR Relative to Certain Enumerated Precious Metals Companies | | | | Measures the value created for our stockholders as compared to others in our industry | | | | Stockholder returns | | | |
Performance shares
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2024 Proxy Statement
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40
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| Our executive compensation program is designed to align with governance best practices and the long-term interests of our stockholders. We believe these practices, some of which are in response to feedback from our stockholders, were key to receiving voter support of 98% for our executive compensation program at our 2023 annual meeting of stockholders. | |
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Approval of our executive compensation at last year’s annual meeting
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What We Do
|
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■
Pay for performance with a large portion of our CEO’s and other NEOs’ total direct compensation representing variable or at-risk compensation
■
Use multiple, challenging performance measures tied to our strategic objectives for our short-term incentive program
■
Apply a performance measure linked to relative TSR to all performance shares, with performance shares representing half of long-term incentive award values
■
Establish target and maximum awards in short- and long-term incentive programs
■
Use a formulaic scorecard to determine objective short-term incentives and CNG Committee approval for other short-term incentives
■
Use a mix of restricted shares and performance shares under our long-term incentive program intended to motivate performance over multiple time horizons and balance the overall risk-reward relationship
|
| | |
■
Use a peer group of gold-focused companies to benchmark performance and compensation levels
■
Target NEO total compensation at or near the median of our peer group while also taking into account experience, tenure and performance
■
Require executive officers to meet robust stock ownership guidelines to align their interests with the interests of our other stockholders
■
Apply double-trigger vesting for equity awards in the event of a change of control
■
Engage with stockholders on a variety of topics, including investment stewardship and diversity
■
Regularly monitor our executive compensation program to assess and mitigate compensation-related risks
■
Maintain independence of the CNG Committee and engage an independent compensation consultant that reports directly to the CNG Committee
■
Subject all cash and equity-based incentive compensation to a clawback policy in the event of an accounting restatement or improper conduct
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What We Do Not Do
|
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■
Guarantee salary increases, annual short-term incentive payments, or long-term incentive opportunities
■
Provide excessive perquisites
■
Permit repricing of stock options without stockholder approval
|
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■
Provide excise tax gross-ups, including for change-of-control payments
■
Permit executive officers to hedge or pledge our stock
■
Maintain a defined benefit pension plan or any special executive retirement plans
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2024 Proxy Statement
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41
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Element
|
| |
Type
|
| |
Objective of Compensation Element
|
|
| Base Salary | | | Fixed | | |
■
Provides fixed compensation based on an individual’s skills, experience and proficiency, market competitive data, and the relative value of the individual’s role within the Company
■
Attracts and retains executive talent and helps the Company remain competitive in our industry
|
|
|
Short-term Incentive Awards
|
| | Variable | | |
■
Rewards annual Company performance
■
Aligns participants’ compensation with short-term financial and operational objectives specific to each calendar year
■
Motivates participants to meet or exceed internal and external performance expectations
■
Recognizes individual contributions to the Company’s results
|
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|
Long-term Incentive Awards
—Restricted Shares
—Performance Shares
|
| | Variable | | |
■
Rewards long-term performance, directly aligned with stockholder interests
■
Provides a strong performance-based equity component
■
Recognizes and rewards share performance relative to industry peers through performance shares based on relative TSR performance
■
Aligns compensation with sustained long-term value creation
■
Allows executives to acquire a meaningful and sustained ownership stake
■
Fosters executive retention by vesting awards over multiple years
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2024 Proxy Statement
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42
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Name
|
| |
Title
|
| |
Base Salary at the
End of 2022 |
| |
Base Salary
for 2023 |
| |
Market
Adjustment |
|
|
William Heissenbuttel
|
| | President and CEO | | |
$ 777,000
|
| |
$ 865,000
|
| |
11.3%
|
|
| Daniel Breeze(1) | | |
SVP, Corporate Development, RGLD Gold AG
|
| |
CHF 413,000
|
| |
CHF 445,000
|
| |
7.7%
|
|
| Paul Libner | | | SVP and CFO | | |
$ 388,500
|
| |
$ 463,000
|
| |
19.2%
|
|
| Martin Raffield(2) | | | SVP, Operations | | |
$ 335,000
|
| |
$ 415,000
|
| |
23.9%
|
|
| Randy Shefman | | | SVP and General Counsel | | |
$ 388,500
|
| |
$ 448,000
|
| |
15.3%
|
|
| Mark Isto(3) | | |
Former EVP and COO, Royal Gold Corporation
|
| |
C$ 703,000
|
| |
C$ 745,000
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6.0%
|
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2024 Proxy Statement
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43
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Threshold
|
| |
Target
|
| |
Maximum
|
|
| Threshold performance goals are set to the minimum acceptable performance level, below which performance is not worthy of variable compensation | | | Target performance goals are generally consistent with our annual budget and strategic plan, but are challenging to achieve | | | Maximum performance goals require significant effort to achieve; they are exemplary performance levels that exceed targets and are worthy of payout up to a maximum 180% of target | |
|
Performance Measure
|
| |
Weight
|
| |
Threshold
(0% payout) |
| |
Target
(100% payout) |
| |
Maximum
(180% payout) |
| |
% of
Target Achieved |
|
|
Gross GEO Production(1) as compared to budget, holding metal prices constant
|
| |
22.5%
|
| |
20% below budget
|
| |
At budget
|
| |
20% over budget
|
| | 70% | |
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Net GEOs in Reserves and M&I Resources(2) compared to budget, using budgeted metal prices
|
| |
15%
|
| |
10% below budget
|
| |
At budget
|
| |
10% above budget
|
| | 129% | |
|
Adjusted Cash G&A Expense(3) as compared to budget
|
| |
10%
|
| |
10% above budget
|
| |
At budget
|
| |
15% below budget
|
| | 120% | |
|
ESG Achievements to support the long-term sustainability of our business
|
| |
20%
|
| |
CNG Committee assessment
|
| | 100% | | ||||||
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Business Integrity including sufficiency of liquidity for new investments, effectiveness of internal financial controls and cyber risk prevention, and portfolio health and asset valuation
|
| |
7.5%
|
| |
CNG Committee assessment
|
| | 100% | | ||||||
|
Individual performance against preestablished goals
|
| |
25%
|
| |
CNG Committee and CEO assessment of
individual performance |
| |
Varies (see table
below) |
| ||||||
| Total | | |
100%
|
| | | | | | | | | | | | |
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2024 Proxy Statement
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44
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Performance Measure
|
| |
% of
Target Achieved |
| |
Weight
|
| |
Heissenbuttel
|
| |
Breeze
|
| |
Libner
|
| |
Raffield
|
| |
Shefman
|
|
| Gross GEO Production | | |
70%
|
| |
22.5%
|
| |
15.7%
|
| |
15.7%
|
| |
15.7%
|
| |
15.7%
|
| |
15.7%
|
|
| Net GEOs in Reserves and M&I Resources | | |
129%
|
| |
15.0%
|
| |
19.4%
|
| |
19.4%
|
| |
19.4%
|
| |
19.4%
|
| |
19.4%
|
|
| Adjusted Cash G&A Expense | | |
120%
|
| |
10.0%
|
| |
12.0%
|
| |
12.0%
|
| |
12.0%
|
| |
12.0%
|
| |
12.0%
|
|
| ESG Achievements | | |
100%
|
| |
20.0%
|
| |
20.0%
|
| |
20.0%
|
| |
20.0%
|
| |
20.0%
|
| |
20.0%
|
|
| Business Integrity | | |
100%
|
| |
7.5%
|
| |
7.5%
|
| |
7.5%
|
| |
7.5%
|
| |
7.5%
|
| |
7.5%
|
|
| Individual Performance | | |
varies
|
| |
25.0%
|
| |
25.0%
|
| |
28.0%
|
| |
26.3%
|
| |
28.0%
|
| |
28.0%
|
|
| Individual Score | | | | | | | | |
99.6%
|
| |
102.6%
|
| |
100.9%
|
| |
102.6%
|
| |
103.5%
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
45
|
|
|
Measure for 2023
|
| |
Heissenbuttel
|
| |
Breeze
|
| |
Libner
|
| |
Raffield
|
| |
Shefman
|
|
| Target | | |
$865,000
|
| |
CHF333,750
|
| |
$347,250
|
| |
$286,753(1)
|
| |
$336,000
|
|
| Individual Score | | |
99.6%
|
| |
102.6%
|
| |
100.9%
|
| |
102.6%
|
| |
103.5%
|
|
| Actual Short-Term Incentive | | |
$862,000
|
| |
CHF342,000
|
| |
$350,000
|
| |
$294,000
|
| |
$348,000
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
46
|
|
|
Name
|
| |
Target Value of
2021 Transition Period Equity Grants(1) |
| |
Target Value of
2022 Equity Grants (50% Value)(2) |
| |
Target Value of
2023 Equity Grants(3) |
| |
Percentage
Change— Annualized 2022 to 2023(4) |
|
| Heissenbuttel | | |
$2,250,000
|
| |
$1,020,000
|
| |
$2,380,000
|
| |
17%
|
|
| Breeze | | |
$ 736,000
|
| |
$ 364,000
|
| |
$ 722,000
|
| |
(1)%
|
|
| Libner | | |
$ 750,000
|
| |
$ 316,000
|
| |
$ 880,000
|
| |
39%
|
|
| Raffield(5) | | |
$ —
|
| |
$ 272,000
|
| |
$ 552,000
|
| |
1%
|
|
| Shefman | | |
$ 750,000
|
| |
$ 316,000
|
| |
$ 784,000
|
| |
24%
|
|
| Isto | | |
$ 914,000
|
| |
$ 454,000
|
| |
$1,210,000
|
| |
33%
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
47
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
48
|
|
|
Grant Date
|
| |
Incremental Percentage of
Target GEO Shares Vesting During 12 Months Ended: |
| |
Vesting Result
|
| |
Cumulative
Percentage of Target GEO Shares Vested |
| |||
|
August 2018
|
| |
6/30/2019
|
| |
0%
|
| |
No Vesting
|
| |
0%
|
|
|
6/30/2020
|
| |
0%
|
| | No Vesting | | |
0%
|
| |||
|
6/30/2021
|
| |
0%
|
| | No Vesting | | |
0%
|
| |||
|
6/30/2022
|
| |
0%
|
| | No Vesting | | |
0%
|
| |||
|
6/30/2023
|
| |
0%
|
| | No Vesting | | |
0%
|
| |||
|
August 2019
|
| |
6/30/2020
|
| |
0%
|
| |
No Vesting
|
| |
0%
|
|
|
6/30/2021
|
| |
0%
|
| | No Vesting | | |
0%
|
| |||
|
6/30/2022
|
| |
11%
|
| | Between threshold and target |
| |
11%
|
| |||
|
6/30/2023
|
| |
0%
|
| | No Vesting | | |
11%
|
| |||
|
August 2020
|
| |
6/30/2021
|
| |
28%
|
| |
Between threshold
and target |
| |
28%
|
|
|
6/30/2022
|
| |
33%
|
| | Between threshold and target |
| |
61%
|
| |||
|
6/30/2023
|
| |
0%
|
| | No Vesting | | |
61%
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
49
|
|
|
Metric
|
| |
TSR
|
| |
Vesting
|
|
|
For awards granted prior to August 2021
|
| | | | | | |
|
Threshold
|
| |
Less than 50th percentile
|
| |
0% of target shares awarded
|
|
|
Target
|
| |
75th percentile
|
| |
100% of target shares awarded
|
|
|
Maximum
|
| |
100th percentile
|
| |
200% of target shares awarded
|
|
| For awards granted during or after August 2021 | | | | | | | |
|
Threshold
|
| |
Less than 35th percentile
|
| |
0% of target shares awarded
|
|
|
Target
|
| |
60th percentile
|
| |
100% of target shares awarded
|
|
|
Maximum
|
| |
85th percentile
|
| |
200% of target shares awarded
|
|
|
Grant Date
|
| |
Tranche
|
| |
Percentile Achieved
|
| |
CNG Committee Vesting Determination
|
|
|
August 2020
|
| |
1 year, tranche 1
|
| |
59th
|
| |
Percentile between threshold and target; 36% of shares vested
|
|
|
1 year, tranche 2
|
| |
84th
|
| |
Percentile between threshold and target; 136% of shares vested
|
| |||
|
1 year, tranche 3
|
| |
33rd
|
| |
Percentile between threshold and target; 0% of shares vested
|
| |||
|
3 year
|
| |
71st
|
| |
Percentile between threshold and target; 84% of shares vested
|
| |||
|
August 2021
|
| |
3 year
|
| |
N/A
|
| |
Not yet subject to evaluation
|
|
|
March 2022
|
| |
3 year
|
| |
N/A
|
| |
Not yet subject to evaluation
|
|
|
March 2023
|
| |
3 year
|
| |
N/A
|
| |
Not yet subject to evaluation
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
50
|
|
|
OVERALL PROCESS
The CNG Committee leads the annual executive compensation process, with involvement from its independent Compensation Consultant and management.
|
|
|
CNG Committee
|
| |
■
Consists of three independent directors in accordance with securities laws and Nasdaq listing rules
■
Oversees administration of policies governing executive compensation
■
Reviews stockholder feedback and trends in executive compensation design
■
Reviews and sets compensation philosophy, objectives, and design and reviews any updates or changes with the Board annually
■
Ensures alignment with strategic goals and stockholder value through establishment of performance measures and goals consistent with our strategy and long-term value creation for stockholders
■
Determines whether performance measures are met
■
Conducts annual assessment of CEO performance, with input from all independent directors
■
Determines CEO compensation outside the presence of CEO and other management
■
Considers, without being bound by, input from independent Compensation Consultant and CEO on executive compensation
■
Determines executive compensation, other than for CEO, with input from CEO
|
|
|
Management
|
| |
■
Provides input to CNG Committee on strategy and program design
■
Develops initial recommendations for short- and long-term incentives based on achievement of performance measures
|
|
|
Independent Compensation Consultant
|
| |
■
Retained annually by CNG Committee; independence determined annually by CNG Committee
■
Performs work at direction and under supervision of CNG Committee
■
Provides expertise on compensation design, market practices, peer group construction, and benchmarking
■
Benchmarks executive officer and director compensation in alternating years
■
Provides in-depth review of and recommendations for compensation framework and design
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
51
|
|
|
Company
|
| |
Primary Industry
|
| |
Market Capitalization as
of December 31, 2023 ($ in millions) |
|
| Agnico Eagle Mines Limited | | |
Gold
|
| |
$27,210
|
|
| Alamos Gold Inc. | | |
Gold
|
| |
$ 5,355
|
|
| B2Gold Corporation | | |
Gold
|
| |
$ 4,126
|
|
| Eldorado Gold Corporation | | |
Gold
|
| |
$ 2,653
|
|
| Franco-Nevada Corporation | | |
Gold
|
| |
$21,351
|
|
| Hecla Mining Company | | |
Gold
|
| |
$ 2,933
|
|
| Kinross Gold Corporation | | |
Gold
|
| |
$ 7,456
|
|
| Osisko Gold Royalties | | |
Gold
|
| |
$ 2,651
|
|
| Pan American Silver Corporation | | |
Silver
|
| |
$ 5,969
|
|
| SSR Mining Inc. | | |
Gold
|
| |
$ 2,195
|
|
| Wheaton Precious Metals Corporation | | |
Gold
|
| |
$22,423
|
|
| 75th Percentile | | | | | |
$14,404
|
|
| Median | | | | | |
$ 5,355
|
|
| 25th Percentile | | | | | |
$ 2,793
|
|
| Royal Gold, Inc. | | |
Gold
|
| |
$ 7,946
|
|
| Percentile Ranking | | | | | |
67%
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
52
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
53
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
54
|
|
|
Executive
|
| |
Guideline Value of
Common Stock to be Owned |
| |
Holdings as of
December 31, 2023 |
| |
Actual Value Owned
as of December 31, 2023* |
|
| William Heissenbuttel | | |
4x Salary
|
| |
96,490
|
| |
13.3x Salary
|
|
| Daniel Breeze | | |
2x Salary
|
| |
12,170
|
| |
3.1x Salary
|
|
| Paul Libner | | |
2x Salary
|
| |
15,872
|
| |
4.1x Salary
|
|
| Martin Raffield | | |
2x Salary
|
| |
3,508
|
| |
1.0x Salary
|
|
| Randy Shefman | | |
2x Salary
|
| |
9,973
|
| |
2.7x Salary
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
55
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
56
|
|
|
Name and
Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
|
|
William
Heissenbuttel President and CEO |
| |
2023
|
| |
865,000
|
| |
—
|
| |
862,000
|
| |
2,507,551
|
| |
—
|
| |
47,506
|
| |
4,282,057
|
|
|
2022
|
| |
777,000
|
| |
—
|
| |
949,000
|
| |
1,298,851
|
| |
—
|
| |
35,689
|
| |
3,060,540
|
| |||
|
Stub 2021
|
| |
375,000
|
| |
—
|
| |
460,000
|
| |
2,303,817
|
| |
—
|
| |
9,395
|
| |
3,148,212
|
| |||
|
FY2021
|
| |
670,000
|
| |
—
|
| |
570,000
|
| |
1,133,532
|
| |
635,796
|
| |
32,956
|
| |
3,042,284
|
| |||
|
Daniel Breeze(4)
SVP Corporate Development, RGLD Gold AG |
| |
2023
|
| |
495,441
|
| |
—
|
| |
380,766
|
| |
761,710
|
| |
—
|
| |
50,877
|
| |
1,688,794
|
|
|
2022
|
| |
432,800
|
| |
—
|
| |
399,288
|
| |
464,679
|
| |
—
|
| |
32,615
|
| |
1,329,382
|
| |||
|
Stub 2021
|
| |
222,650
|
| |
—
|
| |
205,254
|
| |
752,297
|
| |
—
|
| |
22,292
|
| |
1,202,493
|
| |||
|
FY2021
|
| |
419,100
|
| |
—
|
| |
269,500
|
| |
456,366
|
| |
255,750
|
| |
42,877
|
| |
1,443,593
|
| |||
|
Paul Libner
SVP and CFO |
| |
2023
|
| |
463,000
|
| |
—
|
| |
350,000
|
| |
925,669
|
| |
—
|
| |
37,689
|
| |
1,776,358
|
|
|
2022
|
| |
388,500
|
| |
—
|
| |
356,000
|
| |
402,563
|
| |
—
|
| |
42,189
|
| |
1,189,252
|
| |||
|
Stub 2021
|
| |
187,500
|
| |
30,000
|
| |
170,000
|
| |
768,721
|
| |
—
|
| |
26,624
|
| |
1,182,845
|
| |||
|
FY2021
|
| |
350,000
|
| |
—
|
| |
226,000
|
| |
396,148
|
| |
222,911
|
| |
40,010
|
| |
1,235,069
|
| |||
|
Martin Raffield
SVP Operations |
| |
2023
|
| |
382,337
|
| |
—
|
| |
294,000
|
| |
626,160
|
| |
—
|
| |
37,224
|
| |
1,339,721
|
|
|
Randy Shefman
SVP and General Counsel |
| |
2023
|
| |
448,000
|
| |
—
|
| |
348,000
|
| |
825,377
|
| |
—
|
| |
40,189
|
| |
1,661,566
|
|
|
2022
|
| |
388,500
|
| |
—
|
| |
356,000
|
| |
402,563
|
| |
—
|
| |
36,097
|
| |
1,183,160
|
| |||
|
Stub 2021
|
| |
187,500
|
| |
—
|
| |
172,000
|
| |
768,721
|
| |
—
|
| |
20,943
|
| |
1,149,164
|
| |||
|
FY2021
|
| |
335,000
|
| |
30,000
|
| |
218,000
|
| |
333,421
|
| |
187,719
|
| |
30,719
|
| |
1,134,859
|
| |||
|
Mark Isto(5)
Former EVP and Chief Operating Officer, Royal Gold Corporation |
| |
2023
|
| |
389,280
|
| |
—
|
| |
291,967
|
| |
1,275,991
|
| |
—
|
| |
30,399
|
| |
1,987,637
|
|
|
2022
|
| |
540,500
|
| |
—
|
| |
498,951
|
| |
577,665
|
| |
—
|
| |
42,268
|
| |
1,659,384
|
| |||
|
Stub 2021
|
| |
272,000
|
| |
—
|
| |
250,967
|
| |
934,197
|
| |
—
|
| |
23,298
|
| |
1,480,462
|
| |||
|
FY2021
|
| |
501,900
|
| |
46,800
|
| |
319,800
|
| |
597,986
|
| |
335,135
|
| |
36,637
|
| |
1,838,258
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
57
|
|
|
Name
|
| |
At Target
(#) |
| |
At Target
($) |
| |
At Maximum
($) |
|
| William Heissenbuttel | | |
9,700
|
| |
1,353,659
|
| |
2,707,319
|
|
| Dan Breeze | | |
2,950
|
| |
411,680
|
| |
823,360
|
|
| Paul Libner | | |
3,580
|
| |
499,598
|
| |
999,196
|
|
| Martin Raffield | | |
2,250
|
| |
313,993
|
| |
627,986
|
|
| | | |
190(A)
|
| |
24,301
|
| |
48,602
|
|
| Randy Shefman | | |
3,190
|
| |
445,172
|
| |
890,345
|
|
| Mark Isto | | |
4,940
|
| |
689,389
|
| |
1,378,779
|
|
|
Name
|
| |
Employer Retirement
Plan Contributions ($) |
| |
Life and Disability
Insurance Premiums ($) |
| |
Long-Term Disability
Insurance Premiums ($) |
|
| William Heissenbuttel | | |
45,817
|
| |
864
|
| |
825
|
|
| Daniel Breeze | | |
50,877
|
| |
—
|
| |
—
|
|
| Paul Libner | | |
36,000
|
| |
864
|
| |
825
|
|
| Martin Raffield | | |
35,535
|
| |
864
|
| |
825
|
|
| Randy Shefman | | |
38,500
|
| |
864
|
| |
825
|
|
| Mark Isto | | |
26,796
|
| |
1,989
|
| |
1,614
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
58
|
|
| | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
Grant Date
Fair Value of Stock Awards ($)(4) |
| ||||||
|
Name
|
| |
Award
|
| |
Grant Date
|
| |
Target
($) |
| |
Maximum
($) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||
|
William Heissenbuttel
|
| |
Short-Term Incentive
|
| |
N/A
|
| |
865,000
|
| |
1,557,000
|
| | | | | | | | | | | | |
|
PSA
|
| |
3/2/23
|
| | | | | | | |
9,700
|
| |
19,400
|
| | | | |
1,353,659
|
| |||
|
RSA
|
| |
3/2/23
|
| | | | | | | | | | | | | |
9,560
|
| |
1,153,892
|
| |||
|
Daniel Breeze
|
| |
Short-Term Incentive
|
| |
N/A
|
| |
371,581
|
| |
668,846
|
| | | | | | | | | | | | |
|
PSA
|
| |
3/2/23
|
| | | | | | | |
2,950
|
| |
5,900
|
| | | | |
411,680
|
| |||
|
RSU
|
| |
3/2/23
|
| | | | | | | | | | | | | |
2,900
|
| |
350,030
|
| |||
|
Paul Libner
|
| |
Short-Term Incentive
|
| |
N/A
|
| |
347,250
|
| |
625,050
|
| | | | | | | | | | | | |
|
PSA
|
| |
3/2/23
|
| | | | | | | |
3,580
|
| |
7,160
|
| | | | |
499,598
|
| |||
|
RSA
|
| |
3/2/23
|
| | | | | | | | | | | | | |
3,530
|
| |
426,071
|
| |||
|
Martin Raffield
|
| |
Short-Term Incentive
|
| |
N/A
|
| |
286,753
|
| |
516,155
|
| | | | | | | | | | | | |
|
PSA
|
| |
3/2/23
|
| | | | | | | |
2,250
|
| |
4,500
|
| | | | |
313,993
|
| |||
|
PSA
|
| |
9/14/23
|
| | | | | | | |
190
|
| |
380
|
| | | | |
24,301
|
| |||
|
RSA
|
| |
3/2/23
|
| | | | | | | | | | | | | |
2,220
|
| |
267,954
|
| |||
|
RSA
|
| |
9/14/23
|
| | | | | | | | | | | | | |
180
|
| |
19,912
|
| |||
|
Randy Shefman
|
| |
Short-Term Incentive
|
| |
N/A
|
| |
336,000
|
| |
604,800
|
| | | | | | | | | | | | |
|
PSA
|
| |
3/2/23
|
| | | | | | | |
3,190
|
| |
6,380
|
| | | | |
445,172
|
| |||
|
RSA
|
| |
3/2/23
|
| | | | | | | | | | | | | |
3,150
|
| |
380,205
|
| |||
|
Mark Isto
|
| |
Short-Term Incentive
|
| |
N/A
|
| |
414,075
|
| |
745,335
|
| | | | | | | | | | | | |
|
PSA
|
| |
3/2/23
|
| | | | | | | |
4,940
|
| |
9,880
|
| | | | |
689,389
|
| |||
|
RSU
|
| |
3/2/23
|
| | | | | | | | | | | | | |
4,860
|
| |
586,602
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
59
|
|
| | | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||
|
Name
|
| |
Award
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options(1) (#) Exercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units That Have Not Vested(2) (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested(3) ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) |
| |
Equity
Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) |
|
|
William Heissenbuttel
|
| |
ISO/SAR
|
| |
8/20/2015
|
| |
17,386
|
| |
56.54
|
| |
8/20/2025
|
| | | | | | | | | | | | |
|
ISO/SAR
|
| |
8/16/2016
|
| |
8,920
|
| |
83.29
|
| |
8/16/2026
|
| | | | | | | | | | | | | |||
|
ISO/SAR
|
| |
8/23/2017
|
| |
9,200
|
| |
87.42
|
| |
8/23/2027
|
| | | | | | | | | | | | | |||
|
ISO/SAR
|
| |
8/21/2018
|
| |
10,720
|
| |
77.73
|
| |
8/21/2028
|
| | | | | | | | | | | | | |||
|
ISO/SAR
|
| |
8/13/2019
|
| |
7,810
|
| |
124.60
|
| |
8/13/2029
|
| | | | | | | | | | | | | |||
|
SAR
|
| |
1/2/2020
|
| |
3,910
|
| |
121.12
|
| |
1/2/2030
|
| | | | | | | | | | | | | |||
|
ISO/SAR
|
| |
8/18/2020
|
| |
15,520
|
| |
139.84
|
| |
8/18/2030
|
| | | | | | | | | | | | | |||
|
RSA
|
| |
8/13/2019
|
| | | | | | | | | | |
843
|
| |
101,969
|
| | | | | | | |||
|
RSA
|
| |
1/2/2020
|
| | | | | | | | | | |
390
|
| |
47,174
|
| | | | | | | |||
|
RSA
|
| |
8/18/2020
|
| | | | | | | | | | |
3,000
|
| |
362,880
|
| | | | | | | |||
|
RSA
|
| |
8/24/2021
|
| | | | | | | | | | |
3,246
|
| |
392,636
|
| | | | | | | |||
|
RSA
|
| |
3/3/2022
|
| | | | | | | | | | |
3,114
|
| |
376,669
|
| | | | | | | |||
|
RSA
|
| |
3/2/2023
|
| | | | | | | | | | |
9,560
|
| |
1,156,378
|
| | | | | | | |||
|
GEO PSA
|
| |
8/13/2019
|
| | | | | | | | | | | | | | | | |
1,168
|
| |
141,281
|
| |||
|
GEO PSA
|
| |
1/2/2020
|
| | | | | | | | | | | | | | | | |
543
|
| |
65,681
|
| |||
|
GEO PSA
|
| |
8/18/2020
|
| | | | | | | | | | | | | | | | |
884
|
| |
106,929
|
| |||
|
TSR PSA
|
| |
8/24/2021
|
| | | | | | | | | | | | | | | | |
9,890
|
| |
1,196,294
|
| |||
|
TSR PSA
|
| |
3/3/2022
|
| | | | | | | | | | | | | | | | |
4,750
|
| |
574,560
|
| |||
|
TSR PSA
|
| |
3/2/2023
|
| | | | | | | | | | | | | | | | |
9,700
|
| |
1,173,312
|
| |||
|
Daniel Breeze
|
| |
SAR
|
| |
1/2/2019
|
| |
3,500
|
| |
84.64
|
| |
1/2/2029
|
| | | | | | | | | | | | |
|
SAR
|
| |
8/13/2019
|
| |
5,460
|
| |
124.60
|
| |
8/13/2029
|
| | | | | | | | | | | | | |||
|
SAR
|
| |
8/18/2020
|
| |
6,250
|
| |
139.84
|
| |
8/18/2030
|
| | | | | | | | | | | | | |||
|
RSU
|
| |
1/2/2019
|
| | | | | | | | | | |
400
|
| |
48,384
|
| | | | | | | |||
|
RSU
|
| |
8/13/2019
|
| | | | | | | | | | |
590
|
| |
71,366
|
| | | | | | | |||
|
RSU
|
| |
8/18/2020
|
| | | | | | | | | | |
1,206
|
| |
145,878
|
| | | | | | | |||
|
RSU
|
| |
8/24/2021
|
| | | | | | | | | | |
1,060
|
| |
128,218
|
| | | | | | | |||
|
RSU
|
| |
3/3/2022
|
| | | | | | | | | | |
1,114
|
| |
134,749
|
| | | | | | | |||
|
RSU
|
| |
3/2/2023
|
| | | | | | | | | | |
2,900
|
| |
350,784
|
| | | | | | | |||
|
GEO PSA
|
| |
8/13/2019
|
| | | | | | | | | | | | | | | | |
818
|
| |
98,945
|
| |||
|
GEO PSA
|
| |
8/18/2020
|
| | | | | | | | | | | | | | | | |
356
|
| |
43,062
|
| |||
|
TSR PSA
|
| |
8/24/2021
|
| | | | | | | | | | | | | | | | |
3,230
|
| |
390,701
|
| |||
|
TSR PSA
|
| |
3/3/2022
|
| | | | | | | | | | | | | | | | |
1,700
|
| |
205,632
|
| |||
|
TSR PSA
|
| |
3/2/2023
|
| | | | | | | | | | | | | | | | |
2,950
|
| |
356,832
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
60
|
|
| | | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||
|
Name
|
| |
Award
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options(1) (#) Exercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units That Have Not Vested(2) (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested(3) ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) |
| |
Equity
Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) |
|
|
Paul Libner
|
| |
SAR
|
| |
8/23/2017
|
| |
467
|
| |
87.42
|
| |
8/23/2027
|
| | | | | | | | | | | | |
|
SAR
|
| |
8/21/2018
|
| |
933
|
| |
77.73
|
| |
8/21/2028
|
| | | | | | | | | | | | | |||
|
SAR
|
| |
8/13/2019
|
| |
2,560
|
| |
124.60
|
| |
8/13/2029
|
| | | | | | | | | | | | | |||
|
SAR
|
| |
1/2/2020
|
| |
1,490
|
| |
121.12
|
| |
1/2/2030
|
| | | | | | | | | | | | | |||
|
ISO/SAR
|
| |
8/18/2020
|
| |
5,430
|
| |
139.84
|
| |
8/18/2030
|
| | | | | | | | | | | | | |||
|
RSA
|
| |
8/13/2019
|
| | | | | | | | | | |
276
|
| |
33,385
|
| | | | | | | |||
|
RSA
|
| |
1/2/2020
|
| | | | | | | | | | |
147
|
| |
17,781
|
| | | | | | | |||
|
RSA
|
| |
8/18/2020
|
| | | | | | | | | | |
1,046
|
| |
126,524
|
| | | | | | | |||
|
RSA
|
| |
8/24/2021
|
| | | | | | | | | | |
1,083
|
| |
131,000
|
| | | | | | | |||
|
RSA
|
| |
3/3/2022
|
| | | | | | | | | | |
967
|
| |
116,968
|
| | | | | | | |||
|
RSA
|
| |
3/2/2023
|
| | | | | | | | | | |
3,530
|
| |
426,989
|
| | | | | | | |||
|
GEO PSA
|
| |
8/13/2019
|
| | | | | | | | | | | | | | | | |
382
|
| |
46,207
|
| |||
|
GEO PSA
|
| |
1/2/2020
|
| | | | | | | | | | | | | | | | |
205
|
| |
24,797
|
| |||
|
GEO PSA
|
| |
8/18/2020
|
| | | | | | | | | | | | | | | | |
309
|
| |
37,377
|
| |||
|
TSR PSA
|
| |
8/24/2021
|
| | | | | | | | | | | | | | | | |
3,300
|
| |
399,168
|
| |||
|
TSR PSA
|
| |
3/3/2022
|
| | | | | | | | | | | | | | | | |
1,470
|
| |
177,811
|
| |||
|
TSR PSA
|
| |
3/2/2023
|
| | | | | | | | | | | | | | | | |
3,580
|
| |
433,037
|
| |||
|
Martin Raffield
|
| |
RSA
|
| |
3/3/2022
|
| | | | | | | | | | |
834
|
| |
100,881
|
| | | | | | |
|
RSA
|
| |
3/2/2023
|
| | | | | | | | | | |
2,220
|
| |
268,531
|
| | | | | | | |||
|
RSA
|
| |
9/14/2023
|
| | | | | | | | | | |
180
|
| |
21,773
|
| | | | | | | |||
|
TSR PSA
|
| |
3/3/2022
|
| | | | | | | | | | | | | | | | |
1,270
|
| |
153,619
|
| |||
|
TSR PSA
|
| |
3/2/2023
|
| | | | | | | | | | | | | | | | |
2,250
|
| |
272,160
|
| |||
|
TSR PSA
|
| |
9/14/2023
|
| | | | | | | | | | | | | | | | |
190
|
| |
22,982
|
| |||
|
Randy Shefman
|
| |
SAR
|
| |
8/13/2019
|
| |
2,560
|
| |
124.60
|
| |
8/13/2029
|
| | | | | | | | | | | | |
|
SAR
|
| |
1/2/2020
|
| |
1,010
|
| |
121.12
|
| |
1/2/2030
|
| | | | | | | | | | | | | |||
|
ISO/SAR
|
| |
8/18/2020
|
| |
4,570
|
| |
139.84
|
| |
8/18/2030
|
| | | | | | | | | | | | | |||
|
RSA
|
| |
8/13/2019
|
| | | | | | | | | | |
276
|
| |
33,385
|
| | | | | | | |||
|
RSA
|
| |
1/2/2020
|
| | | | | | | | | | |
100
|
| |
12,096
|
| | | | | | | |||
|
RSA
|
| |
8/18/2020
|
| | | | | | | | | | |
880
|
| |
106,445
|
| | | | | | | |||
|
RSA
|
| |
8/24/2021
|
| | | | | | | | | | |
1,083
|
| |
131,000
|
| | | | | | | |||
|
RSA
|
| |
3/3/2022
|
| | | | | | | | | | |
967
|
| |
116,968
|
| | | | | | | |||
|
RSA
|
| |
3/2/2023
|
| | | | | | | | | | |
3,150
|
| |
381,024
|
| | | | | | | |||
|
GEO PSA
|
| |
8/13/2019
|
| | | | | | | | | | | | | | | | |
382
|
| |
46,207
|
| |||
|
GEO PSA
|
| |
1/2/2020
|
| | | | | | | | | | | | | | | | |
138
|
| |
16,692
|
| |||
|
GEO PSA
|
| |
8/18/2020
|
| | | | | | | | | | | | | | | | |
261
|
| |
31,571
|
| |||
|
TSR PSA
|
| |
8/24/2021
|
| | | | | | | | | | | | | | | | |
3,300
|
| |
399,168
|
| |||
|
TSR PSA
|
| |
3/3/2022
|
| | | | | | | | | | | | | | | | |
1,470
|
| |
177,811
|
| |||
|
TSR PSA
|
| |
3/2/2023
|
| | | | | | | | | | | | | | | | |
3,190
|
| |
385,862
|
|
|
![]() |
| |
2024 Proxy Statement
|
| |
61
|
|
| | | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||
|
Name
|
| |
Award
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options(1) (#) Exercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units That Have Not Vested(2) (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested(3) ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) |
| |
Equity
Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) |
|
|
Mark Isto
|
| |
ISO/SAR
|
| |
8/18/2020
|
| |
8,190
|
| |
139.84
|
| |
8/18/2030
|
| | | | | | | | | | | | |
|
RSU
|
| |
8/13/2019
|
| | | | | | | | | | |
766
|
| |
92,655
|
| | | | | | | |||
|
RSU
|
| |
1/2/2020
|
| | | | | | | | | | |
47
|
| |
5,685
|
| | | | | | | |||
|
RSU
|
| |
8/18/2020
|
| | | | | | | | | | |
1,580
|
| |
191,117
|
| | | | | | | |||
|
RSU
|
| |
8/24/2021
|
| | | | | | | | | | |
1,316
|
| |
159,183
|
| | | | | | | |||
|
RSU
|
| |
3/3/2022
|
| | | | | | | | | | |
1,387
|
| |
167,772
|
| | | | | | | |||
|
RSU
|
| |
3/2/2023
|
| | | | | | | | | | |
4,860
|
| |
587,866
|
| | | | | | | |||
|
GEO PSA
|
| |
8/13/2019
|
| | | | | | | | | | | | | | | | |
1,061
|
| |
128,339
|
| |||
|
GEO PSA
|
| |
1/2/2020
|
| | | | | | | | | | | | | | | | |
68
|
| |
8,225
|
| |||
|
GEO PSA
|
| |
8/18/2020
|
| | | | | | | | | | | | | | | | |
467
|
| |
56,488
|
| |||
|
TSR PSA
|
| |
8/24/2021
|
| | | | | | | | | | | | | | | | |
4,010
|
| |
485,050
|
| |||
|
TSR PSA
|
| |
3/3/2022
|
| | | | | | | | | | | | | | | | |
2,110
|
| |
255,226
|
| |||
|
TSR PSA
|
| |
3/2/2023
|
| | | | | | | | | | | | | | | | |
4,940
|
| |
597,542
|
|
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares acquired on Exercise (#) |
| |
Value
Realized on Exercise ($)(1) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($)(2) |
|
| William Heissenbuttel | | | | | | | | |
10,214
|
| |
$1,137,518
|
|
| Daniel Breeze | | | | | | | | |
3,856
|
| |
$ 431,272
|
|
| Paul Libner | | | | | | | | |
3,541
|
| |
$ 393,472
|
|
| Martin Raffield | | | | | | | | |
416
|
| |
50,116
|
|
| Randy Shefman | | | | | | | | |
3,322
|
| |
$ 369,614
|
|
| Mark Isto | | |
21,929
|
| |
1,059,977
|
| |
5,387
|
| |
$ 598,052
|
|
|
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| |
2024 Proxy Statement
|
| |
62
|
|
|
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| |
2024 Proxy Statement
|
| |
63
|
|
| | | | | | | | | |
Value of Accelerated Vesting of
Outstanding Equity Awards |
| | | | ||||||
|
Name
|
| |
Cash
Compensation ($)(1) |
| |
Value of
Medical Insurance Continuation ($) |
| |
Restricted
Stock ($) |
| |
Stock
Options and SARs ($) |
| |
Performance
Stock Awards ($) |
| |
Total
($) |
|
|
William Heissenbuttel
Involuntary Termination without a Change of Control |
| |
1,775,333
|
| |
—
|
| |
2,437,707
|
| |
—
|
| |
—
|
| |
4,213,040
|
|
|
Involuntary Termination with a Change of Control
|
| |
4,438,333
|
| |
51,036
|
| |
2,437,707
|
| |
—
|
| |
6,202,224
|
| |
13,129,300
|
|
|
Daniel Breeze
Involuntary Termination without a Change of Control |
| |
892,295
|
| |
—
|
| |
209,133
|
| |
—
|
| |
—
|
| |
1,101,428
|
|
|
Involuntary Termination with a Change of Control
|
| |
1,338,443
|
| |
—
|
| |
879,379
|
| |
—
|
| |
2,048,337
|
| |
4,266,158
|
|
|
Paul Libner
Involuntary Termination without a Change of Control |
| |
811,667
|
| |
—
|
| |
852,647
|
| |
—
|
| |
—
|
| |
1,664,314
|
|
|
Involuntary Termination with a Change of Control
|
| |
1,217,500
|
| |
52,248
|
| |
852,647
|
| |
—
|
| |
2,128,412
|
| |
4,250,807
|
|
|
Martin Raffield
Involuntary Termination without a Change of Control |
| |
714,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
714,500
|
|
|
Involuntary Termination with a Change of Control
|
| |
1,071,750
|
| |
46,296
|
| |
391,185
|
| |
—
|
| |
897,523
|
| |
2,406,754
|
|
|
Randy Shefman
Involuntary Termination without a Change of Control |
| |
797,333
|
| |
—
|
| |
111,430
|
| |
—
|
| |
—
|
| |
908,764
|
|
|
Involuntary Termination with a Change of Control
|
| |
1,196,000
|
| |
52,140
|
| |
780,918
|
| |
—
|
| |
2,020,153
|
| |
4,049,211
|
|
|
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| |
2024 Proxy Statement
|
| |
64
|
|
| | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | |||
| Fiscal Year(1) | | | Summary Compensation Table Total for Jensen (Former PEO) ($) | | | Compensation Actually Paid to Jensen (Former PEO) ($) | | | Summary Compensation Table Total for Heissenbuttel (Current PEO) ($) | | | Compensation Actually Paid to Heissenbuttel (Current PEO) ($)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | | | TSR ($)(3) | | | Peer Group TSR ($)(3) | | | Net Income ($ in thousands) | | | Production (# of ounces) (4) | |
| 2023 | | | | | | | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | | |
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 Stub | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fiscal Year
|
| |
Non-PEO NEOs
|
|
2023 | | | Daniel Breeze, Mark Isto, Paul Libner, Martin Raffield and Randy Shefman | |
2022 | | | Daniel Breeze, Mark Isto, Paul Libner and Randy Shefman | |
2021 Stub | | | Daniel Breeze, Mark Isto, Paul Libner and Randy Shefman | |
2021 | | | Daniel Breeze, Mark Isto, Paul Libner and Randy Shefman | |
2020 | | | Daniel Breeze, Mark Isto, Bruce Kirchhoff, Paul Libner and Randy Shefman | |
|
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| |
2024 Proxy Statement
|
| |
65
|
|
| Adjustments | | | PEO | | | Non-PEO NEO Average | |
| SCT Total | | | $ | | | $ | |
| Minus: Amount reported in “Stock Awards” column of the SCT | | | ( | | | ( | |
| Plus: Fair value at 12/31/2023 of equity awards granted during 2023 that remained outstanding at 12/31/2023 | | | | | | | |
| Plus: Change in fair value measured from 12/31/2022 to 12/31/2023 for awards granted before 2023 and that remained outstanding at 12/31/2023 | | | | | | | |
| Minus: Change in fair value at vesting date versus 12/31/2022 for awards granted before 2023 that vested during 2023 | | | ( | | | ( | |
| Minus: The fair value at 12/31/2022 of awards granted before 2023 that failed to meet their vesting conditions | | | ( | | | ( | |
| Plus: Dividends paid during 2023 prior to the vesting date of an award | | | | | | | |
| SEC CAP | | | | | | | |
|
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| |
2024 Proxy Statement
|
| |
66
|
|
| Most Important Financial Performance Measures for 2023 | |
| | |
| | |
| |
|
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| |
2024 Proxy Statement
|
| |
67
|
|
|
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| |
2024 Proxy Statement
|
| | | |
|
Audit Committee Report
|
| ||||||
|
The Audit Committee has reviewed and discussed the audited financial statements of Royal Gold for the year ended December 31, 2023, and our reporting processes, including internal control over financial reporting, with our management. The Audit Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm for 2023, the matters required to be discussed by applicable Public Company Accounting Oversight Board and Securities and Exchange Commission standards. The Audit Committee has also received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Ernst & Young LLP its independence.
|
| ||||||
|
Based on the review and discussions with Royal Gold’s auditors and management, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in Royal Gold’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the Securities and Exchange Commission.
|
| ||||||
|
This report has been submitted by the following independent directors, who comprise the Audit Committee of the Board of Directors:
|
| ||||||
|
/s/ Jamie Sokalsky
Jamie Sokalsky, Chair
|
| |
/s/ Fabiana Chubbs
Fabiana Chubbs
|
| |
/s/ Ronald Vance
Ronald Vance
|
|
|
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| |
2024 Proxy Statement
|
| |
70
|
|
|
Name and Address of >5% Beneficial Owner
|
| |
Number of Shares of Common
Stock Beneficially Owned |
| |
Percent of Common
Stock Outstanding* |
|
|
Capital World Investors(1)
333 South Hope Street, 55th Floor, Los Angeles, CA 90071 |
| |
8,171,643
|
| |
12.4%
|
|
|
BlackRock, Inc.(2)
55 East 52nd Street, New York, NY 10055 |
| |
6,923,969
|
| |
10.5%
|
|
| The Vanguard Group(3) 100 Vanguard Boulevard, Malvern, PA 19355 |
| |
6,643,568
|
| |
10.1%
|
|
|
Van Eck Associates Corporation(4)
666 Third Avenue, 9th Floor, New York, NY 10017 |
| |
3,992,123
|
| |
6.1%
|
|
| First Eagle Investment Management, LLC(5) 1345 Avenue of the Americas, New York, NY 10105 |
| |
3,667,169
|
| |
5.6%
|
|
| State Street Corporation(6) State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114 |
| |
3,660,877
|
| |
5.6%
|
|
|
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| |
2024 Proxy Statement
|
| |
72
|
|
|
Plan Category
|
| |
Number of Securities to
be Issued upon Exercise of Outstanding Options, Warrants, and Rights (a) |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants, and Rights (b) |
| |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
|
|
Equity compensation plans approved by stockholders(1)
|
| |
464,615(2)
|
| |
$111.27(3)
|
| |
1,952,768
|
|
|
Equity compensation plans not approved by stockholders
|
| |
—
|
| |
—
|
| |
—
|
|
|
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| |
2024 Proxy Statement
|
| |
73
|
|
|
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| |
2024 Proxy Statement
|
| |
75
|
|
|
Proposal
|
| | |
Vote Required for
Approval at a Meeting at Which a Quorum Is Present |
| | |
Broker Non-Votes
|
| | |
Abstentions
|
|
|
1
Election of Class I Director Nominees
|
| | |
Affirmative vote of a majority of the votes cast
|
| | |
No impact
|
| | |
No Impact
|
|
|
2
Advisory Vote on Executive Compensation
|
| | | No impact | | | |||||||
|
3
Ratification of Appointment
of the Independent Auditors
|
| | | No impact; nominees have the discretion to vote FOR, as ratification of auditors is a routine matter | | |
|
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| |
2024 Proxy Statement
|
| |
76
|
|
|
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| |
2024 Proxy Statement
|
| |
77
|
|
|
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| |
2024 Proxy Statement
|
| |
78
|
|