NEWMONT Corp DE

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Long-Term Incentive Program

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Variable equity-based compensation tied to absolute Company performance

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Restricted Stock Units (RSUs) are time-based

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Performance Stock Units (PSUs) based on relative TSR performance among industry peers, and two sustainability metrics

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Incentives designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers

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LTI grant levels and vehicle distributions are targeted at the median of the Compensation Peer Group for comparable positions

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The long-term incentive program is an equity-based plan designed to reward executive officers for stock price appreciation, relative Company out-performance in comparison to peers over the long-term, and performance against sustainability goals. These equity plans represent a significant portion of the executives’ pay mix and are used to create a strong link between individual and Company performance and payouts.

Equity Vehicles and Mix of RSUs and PSUs

In 2023, the Committee made long-term incentive grants to the executive officers in the form of RSUs (33%) and PSUs (67%).

2023 Restricted Stock Unit Program Design

RSUs were granted to executives in 2023, which will become common stock at vesting on a one-on-one basis. The awards vest pro-rata one-third per year over a three-year period from the date of grant, with dividend equivalents paid upon vesting.

2023 to 2025 Performance Share Unit Program Design

The PSUs awarded to the NEOs in 2023 represent the opportunity to acquire shares contingent upon performance against two new sustainability metrics and Newmont’s three-year TSR rank from 2023 to 2025 compared to companies within the TSR Peer group.

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Sustainability Metrics. Our long history of taking a leading approach to sustainability practices has positioned Newmont as the gold sector’s recognized sustainability leader and we continue to challenge ourselves and the industry through our commitment to sustainable and responsible mining. For the 2023 to 2026 PSU program, we have furthered this commitment by introducing two new metrics: executive female representation (weighting of 10%) and carbon reduction key project milestones (weighting of 10%). The executive female representation metric is an aspirational goal that we are striving to achieve, in compliance with applicable law, given that Newmont is an equal employment opportunity employer and does not make employment-related decisions based on gender or any other protected basis.

These metrics have been developed to align with and reward executives for progressing toward our external sustainability commitments and targets, including our 2030 sustainability-linked issuance bond, 2030 science-based climate target of reducing greenhouse gas emissions by 30%, Paradigm for Parity® goal to achieve gender parity in senior leadership by 2030, and 2030 UN Sustainable Development Goals.

The current cap of 100% vesting for PSUs when the Company’s TSR is negative for the period will also apply to the two sustainability metrics.

Relative Total Shareholder Return. Consistent with recent program years, the metric of relative Total Shareholder Return (TSR) was used for the 2023 to 2025 PSU program, with a weighting of 80%. Relative TSR helps to mitigate the impact of macroeconomic factors, both positive and negative, that affect the industry, sector, and/or stock price performance where management may have limited influence to impact outcomes. Comparing Newmont’s performance against the TSR Peer Group, comprised of companies within the same industry, rewards NEOs for driving performance greater than or equal to peers, as the peer group is all generally subject to the same exogenous factors as Newmont.

The percentile ranks compared to the TSR Peer Group, and the corresponding percentage of the PSUs earned are:

In 2023, the target performance for relative TSR rank was increased from the 50 th percentile to the 55 th percentile, requiring above median performance in comparison to the peer group to achieve target vesting of 100%. Interpolation is used to determine vesting levels in between thresholds. For PSUs to vest, TSR must rank at or above the 25 th percentile. Vesting is capped at 100% of target if absolute TSR is negative for the performance period and total payout value is limited to four times the target grant value.

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2023 to 2025 Relative TSR Peer Group

The TSR Peer Group is comprised of companies that Newmont uses to assess relative TSR performance within the PSUprograms.(1) In response to shareholder feedback and in alignment with guidance from the Committee’s independent compensation consultant, FW Cook, the TSR Peer Group was expanded starting with the 2022 to 2024 LTI program to include companies listed in the VanEck Vectors Gold Miners (GDX) exchange-traded fund. This transition allowed for a more reliable and broader comparison with 51 companies in the peer group for 2023, which include:

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(1)

Companies listed in the index as of February 27, 2024. Newmont is excluded from GDX peer group performance for purposes of calculating relative TSR performance.

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LTI Awards

In February 2023, the Committee approved LTI targets for each NEO, as shown in the Summary Compensation Table, maintaining the equity mix used for the 2021 and 2022 LTI program. The Committee considered the following when determining the 2023 grant values for each NEO:

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Individual performance and criticality of, and expected future, contributions of the NEO

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Time in role and experience

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Retention considerations

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Comparison of NEO targets to respective Compensation Peer Group values at the 50 th percentile

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The Committee determined the number of RSUs to be granted based on the closing stock price on the date of grant and the number of PSUs to be granted based on the previous 30-day average closing stock price, excluding the last 5 days of the period. The CEO’s RSU and PSU grants were recommended by the Committee and approved by the Board, while the Committee approved the grants for the other

Section 16 Officers.

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The target value, grant date fair value and number of PSUs and RSUs awarded to each of our NEOs under the 2023 LTI award are shown below.

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(1)

Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). The Company’s 2020 Stock Incentive Compensation Plan defines fair market value of the stock to include the closing sales price on such date, which is the grant date fair value used for the 2023 restricted stock unit grants. The fair market value on the date of grant, February 27, 2023, was $43.34, on July 24, 2023, was $43.23 and on October 30, 2023 was $38.70. Pursuant to ASC 718, the grant date fair value of Performance Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model which determined a grant date fair value of the 2023 to 2025 (payout 2026) Performance Stock Units of $50.39 per share (116.27% of the stock price on the date of grant) for each participating Named Executive Officer. The maximum value of the Performance Stock Units is 200% of target.

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(2)

Mr. Palmer, Mr. Atkinson and Mr. Toth’s LTI target value distribution is 2/3 PSU and 1/3 RSU.

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(3)

30,071 shares, as well as $150,000 in cash with a two-year retention repayment clause, were provided to Ms. Ovelmen at the time of hire, representing the prorated value of the 2023 annual LTI grant due to starting after the standard grant date. The fair market value on the date of grant, July 24, 2023, was $43.23. No additional compensation was provided to Ms. Ovelmen beyond the prorated value of the annual LTI grant. As is the case with all off-cycle LTI grants delivered to employees outside of the annual grant, the total value was delivered in RSUs. Future annual grants will be delivered in 2/3 PSUs and 1/3 RSUs.

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(4)

150,155 shares, as well as $500,000 in cash with a two-year retention repayment clause, were provided to Ms. Viljoen at time of hire to offset outstanding incentives that were forfeited when resigning at Anglo American. The fair market value on the date of grant, October 30, 2023, was $38.70. No additional compensation was provided to Ms. Viljoen beyond the value that was forfeited. As is the case with all off-cycle LTI grants delivered to employees outside of the annual grant, the total value was delivered in RSUs. Future annual grants will be delivered in 2/3 PSUs and 1/3 RSUs.

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Ms. Ovelmen and Ms. Viljoen’s LTI sign on awards were delivered in RSUs, in alignment with how off-cycle grants are awarded for all employees. These were one-time awards in connection with their hiring and in 2024, Ms. Ovelmen and Ms. Viljoen’s LTI grant was in the same form as other NEOs, with being 2/3 PSUs and 1/3 RSUs.

(5)

Mr. Tabolt’s annual grant is based on a distribution of 50% PSUs and 50% RSUs. A performance factor of 150% was applied to his 2023 RSU grant based on Mr. Tabolt’s exceptional individual performance in 2023, which included taking on enhanced responsibilities as the Interim CFO.

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(6)

69,220 shares, as well as $500,000 in cash with a two-year retention repayment clause, were provided to Mr. Puna at time of hire to offset outstanding incentives that were forfeited when resigning at Anglo American. The fair market value on the date of grant, February 27, 2023, was $43.34. Mr. Puna forfeited the entire value of PSUs and RSUs and no additional compensation was provided to him upon departure. As is the case with all new hire LTI grants, the total value was delivered in RSUs.

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