DEFA14A: Newmont Reduces Non-Executive Chair Compensation Following Stakeholder Feedback

Newmont Corporation is reducing the Non-Executive Chair of the Board's annual retainer by $105,000 in 2024 in response to stakeholder feedback on the 2024 Proxy Statement.

Summary

• Newmont Corporation has filed a supplement to its 2024 Proxy Statement to address feedback received from stakeholders regarding the compensation of the Non-Executive Chair of the Board.
• The Corporate Governance and Nominating Committee (CGN) considered the Compensation Peer Group and the International Mining Peer Group when determining compensation.
• Greg Boyce's contributions in 2023 were considered to have surpassed customary expectations due to his involvement in the Newcrest acquisition.
• Despite the CGN believing the 2023 compensation was appropriate, the Non-Executive Chair of the Board Annual Retainer will be decreased from $280,000 to $175,000 for 2024.
• The total compensation for the Chair in 2024 will be $510,000, a decrease of $105,000 from 2023.
• Compensation for all other Director positions remains aligned with the median of Newmont's Proxy Compensation Peer Group.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The company is responsive to shareholder concerns and is taking steps to align executive compensation with market standards. However, the initial overpayment and subsequent correction suggest potential governance issues.

Positives

• Newmont is responsive to stakeholder feedback regarding executive compensation.
• The reduction in the Chair's compensation aligns it with the median of the Proxy Compensation Peer Group.
• The company is committed to attracting and retaining qualified individuals to serve on the Board.
• Newmont's total Chair compensation has been generally stable over a 10+ year period.

Negatives

• The initial compensation for the Non-Executive Chair in 2023 was higher than the median of the Proxy Compensation Peer Group, raising concerns among stakeholders.

Risks

• Failure to attract and retain qualified board members could negatively impact the company's strategy and performance.
• Continued scrutiny of executive compensation could lead to further adjustments in the future.

Future Outlook

The CGN will review Director Compensation in 2025, considering peer benchmarking data and stakeholder feedback.

Management Comments

• We firmly believe in the importance of offering competitive compensation to effectively attract and retain exemplary individuals to serve on our Board.
• Greg Boyce's contributions throughout 2023 surpassed the customary expectations of Non-Executive Board Chairs.
• We view continuous engagement with our many stakeholders as critical to informing our plan designs and compensation values for both director compensation and executive compensation.

Industry Context

The document highlights the importance of benchmarking executive compensation against both a general compensation peer group and a more specific international mining peer group, reflecting the unique expertise required in the mining industry.

Comparison to Industry Standards

• The document compares Newmont's Non-Executive Chair compensation to both a Proxy Compensation Peer Group and an International Mining Peer Group.
• The International Mining Peer Group includes companies such as Agnico Eagle Mines Limited, Anglo American plc, AngloGold Ashanti plc, Barrick Gold Corporation, BHP Group Limited, Freeport-McMoRan Inc., Kinross Gold Corporation, and Rio Tinto Group.
• The 2023 compensation for Newmont's Chair exceeded the median of the Proxy Compensation Peer Group by approximately 22% but fell below the median of the International Mining Peer Group by 13%.

Stakeholder Impact

• Shareholders will likely view the reduction in the Chair's compensation positively.
• The change may impact the perception of fairness and alignment of interests between management and shareholders.

Next Steps

• Stockholders are encouraged to vote FOR each of the twelve nominees for Director, as well as all proposals in accordance with the recommendation of the Board of Directors.
• The CGN will review Director Compensation in 2025.

Key Dates

Keywords

Non-Executive Chair Compensation, Proxy Statement, Corporate Governance, Executive Compensation, Newmont, Mining Industry, Board of Directors