NEWMONT Corp /DE/
For the period ended May 12, 2026. Filed Mar 26, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2026 · Filed Mar 26, 2026
Contents
Annual Incentive Program
The annual incentive program for Executive Officers is a cash plan which rewards NEOs for Performance.
| } | Variable cash compensation is based on the level of achievement toward annual performance objectives that support financial and sustainability performance goals |
|---|
| } | Performance against goals must at least meet a threshold performance, set at a challenging level, for a payout associated with each respective goal |
|---|
| } | Incentive payouts for each metric are capped at 200% of target |
|---|
| } | Payout levels are determined 100% based upon Company performance |
|---|
| } | Annual incentive program target opportunities are set at the median of the Compensation Peer Group for comparable positions |
|---|
| } | The metrics and design of the Executive Officer bonus plan are aligned with those of the non-executive corporate bonus plan |
|---|
Target, Threshold, and Maximum Company Performance Levels
| } | The Committee sets performance metric targets for executive compensation that are both rigorous and challenging, carefully considering relevant risk factors and the business outlook. When determining financial performance metrics, the Committee takes into account the annual operating |
|---|
| 2026 Proxy Statement | 65 |
|---|
plan and evaluates the achievability of these budget targets, factoring in macroeconomic risks and specific actions to meet these goals. As external conditions, such as foreign exchange rates and commodity price volatility, can significantly impact the business, the Committee adjusts targets, as appropriate, to remove the performance effects of these variables. This ensures a more accurate reflection of the Company’s underlying performance.
| } | To further drive strong performance, the Committee establishes a clear range of performance levels. The threshold level is designed to reflect high performance, while the maximum level requires exceptional effort and results to achieve. For performance falling between the threshold and maximum, the payout amount is interpolated as a payout percentage between a threshold of 20% and a maximum of 200% for 2025. This structure ensures that executive compensation remains closely aligned with the Company’s performance, rewarding executives for achieving challenging goals. |
|---|
2025 Annual Incentive Program Design and Metrics
The program for 2025 includes the following 6 metrics.
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| Financial | | | Efficiency/ Production Costs | | }Adjusted Cash Sustaining Costs / Gold Equivalent Ounce (CSC/GEO) | | 35% | |
| | | Value Creation | | }Adjusted Free Cash Flow (FCF) | | 35% | ||
| Sustainability | | | Safety | | }Significant Potential Event Frequency Rate (14%)}Fatality Risk Management (6%) | | 20% | |
| | | Social & Environment | | }Operating Sites Water Consumption Efficiency (5%)}Focusing on Our Culture (5%) | | 10% | ||
| | | | | | | | | |
Financial Metrics.(1) The financial metrics are directly linked to our primary strategic objectives: controlling expenses, enhancing production efficiency, and generating cash to boost stockholder value. These metrics constitute 70% of the target bonus opportunity and offer transparency into how meeting operational targets correlates with Newmont’s performance and the enhancement of stockholder value.
Metrics include:
| } | Operating Efficiency: As measured by Adjusted Cash Sustaining Costs / Gold Equivalent Ounce (CSC/GEO) to assess the operational efficiency and cost structure of precious metal production; this represents the total adjusted cash costs incurred by the Company to sustain ongoing operations divided by the total number of gold equivalent ounces produced |
|---|
| } | Value Creation Measures: As measured by Adjusted Free Cash Flow (FCF) to measure cash generated from its operations, after accounting for capital expenditures, necessary to maintain and grow mining activities; FCF reflects the surplus cash available for debt reduction, dividends, share buybacks, or investments in growth opportunities |
|---|
(1) Note that Adjusted CSC/GEO and Adjusted Free Cash Flow are non-GAAP metrics used for compensation purposes. See Annex A-1 for reconciliations.
| 66 | Newmont Corporation |
Sustainability Metrics. Sustainability forms a critical part of Newmont’s performance framework, representing 30% of the target bonus opportunity. As sustainability is a core value and strategic priority for the Company, this component aligns executive performance with the long-term health of the business, its people, and the environment. The safety metric reflects Newmont’s commitment to developing a workplace culture where the goal is to be free from fatalities, injuries, and illness. The social and environment metrics emphasize Newmont’s focus on creating sustainable value for its people, stakeholders, and host communities, ensuring that operational activities are conducted in a way that preserve and enhance both social and environmental relationships. Together, these metrics highlight the importance of long-term responsibility and stewardship in Newmont’s operational and corporate strategy.
Metrics include:
| } | Safety: |
|---|
| } | Significant Potential Event Frequency Rate (SPEFR): Measures the frequency of events with potential for serious injury or fatality. Targets are based on maintaining or improving best performance from the prior three years. SPEFR complements Fatality Risk Management by providing a lagging/outcomes perspective, with heavier weighting on SPEFR to support a culture of a fatality-, injury-, and illness-free workplace. |
| } | Fatality Risk Management (FRM): Critical Control Verification, a leading safety practice, requires a target number of systematic reviews and validations of fatality prevention controls to be completed |
| } | Social and Environment: |
|---|
| } | Operating Sites Water Consumption Efficiency: Improved water efficiency set through reduction of water consumption for each operating site; targets are set annually in alignment with Newmont’s external reduction goals |
| } | Focusing on Our Culture: This index underscores our commitment to fostering a respectful and inclusive workplace and reflects our ongoing efforts to evolve our culture by integrating key drivers—local employment, a shared framework for enterprise-wide engagement, employee sentiment, and respect in the workplace—to provide a holistic view of our culture. Targets included Indigenous and local employment representation across operational sites, delivery of the Working Together at Newmont training and development program to site and leadership teams, achieving 74% participation in the Employee Listening Survey, and implementing six mandatory Respect at Work microlearnings. |
|---|
| 2026 Proxy Statement | 67 |
|---|
2025 Annual Incentive Program Results
In addition to reviewing quantitative results for each metric, the LDCC, along with the Safety and Sustainability Committee for sustainability metrics, conducts a qualitative assessment at the end of the annual performance cycle. This review considers both individual metric performance and overall business performance to ensure the annual bonus payout aligns with the Company’s holistic performance for the year.
A detailed breakdown of performance metrics follows below. Overall program performance resulted in a payout of 155.15% of target.
| | METRICS | | WEIGH-TING | | THRESHOLD | | TARGET | | MAXIMUM | | 2025RESULT | | % ACHIEVE-MENT | | WEIGHTED PAYOUT |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FINANCIAL | Cash- Sustaining Costs(1) per Gold Equivalent Ounce(2) (CSC/GEO)(3) | | 35% | | }$1,683 | | }$1,603 | | }$1,373 | | }Above incentive plan target due to lower adjusted operating costs partly offset by lower GEO production | | 109.41% | | 38.29% |
| Adjusted Free Cash Flow (FCF) $M(1)(3) | | 35% | | }$642 | | }$987 | | }$1,520 | | }Above incentive plan target due to higher metal prices and strong operational performance | | 200.00% | | 70.00% | |
| | | | | | | | | | | | | | | | |
| Sustainability | Significant Potential Event Frequency Rate (SPEFR) | | 14% | | }15% over best demonstrated SPEFR rate over past 3 years | | }5% under best demonstrated SPEFR rate over past 3 years | | }20% under best demonstrated SPEFR rate over past 3 years | | }Targets met or exceeded at 7 of 11 sites}Exceeded maximum at 36% under best demonstrated performance over past 3 years | | 200.00% | | 28.00% |
| Fatality Risk Management (FRM) | | 6% | | }Enrolled Managers / Superintendents: 4 Coaching CCVs}2 scheduled System Verifications per year per risk, completed on-time | | }Threshold met, along with actions resulting from System Verifications on-time completion > 95% | | }Target met + with actions resulting from System Verifications on-time completion >100% }Target met + Systems Verifications completed for controls and risks with non-compliance | | }Targets met or exceeded at all sites | | 148.69% | | 8.92% | |
| Operating Sites Water Consumption Efficiency | | 5% | | }Within 10% of 2024 value | | }Below 2024 value | | }Below 2019 to 2024 average | | }Targets met or exceeded at 10 of 11 sites | | 148.72% | | 7.44% | |
| Focusing on Our Culture | | 5% | | }At LDCC discretion | | }Meet Indigenous / Local Employment Commitments }Deliver 2025 Working Together at Newmont plan}Deliver 2025 Employee Listening Survey }Implement 6 Respect at Work microlearnings | | }At LDCC discretion | | }Results were below target as the Working Together at Newmont initiative and the Employee Listening Survey were deferred in connection with organizational design activities introduced in 2025 | | 50.00% | | 2.50% | |
| | | | | | | | | | | | | | | | |
| OVERALL PERFORMANCE | 155.15% | ||||||||||||||
(1) Certain metrics noted above are non-GAAP compensation measures; for definitions and reconciliations to the nearest GAAP measures, see Annex A-1 under the heading “Non-GAAP Compensation Measures.” The term “Adjusted” measures as used in this Compensation Discussion & Analysis refers to such Non-GAAP Compensation Measures.
(2) Gold equivalent ounces (GEOs). Calculated as pounds or ounces produced multiplied by the ratio of the other metal’s price to the gold price, using Gold ($1,700/oz.), Copper ($3.50/lb.), Silver ($20/oz.), Lead ($0.90/lb.), and Zinc ($1.20/lb.) pricing.
(3) Targets are presented prior to any adjustments made by the Committee to remove the performance effects of external factors such as foreign exchange rates, commodity price volatility, and other macroeconomic influences.
| 68 | Newmont Corporation |
Financial Metrics Summary.
The Company’s performance in Cash Sustaining Costs per Gold Equivalent Ounce was above incentive plan target, reflecting lower adjusted operating costs partly offset by lower GEO production. Free Cash Flow performance exceeded incentive plan targets, reflecting strong operational performance and higher metal prices, resulting in $7.3 billion of Free Cash Flow and record fourth-quarter and full-year Free Cash Flow results (see Annex A-1 under the heading “Non-GAAP Compensation Measures”).
Sustainability Metrics Summary.
Newmont exceeded its target for fatality risk management, with managers, supervisors, and technical specialists across all sites performing above-target monthly critical control verifications. The Significant Potential Event Frequency Rate and Water Consumption Efficiency metrics also achieved above-target performance, with 7 of 11 sites and 10 of 11 sites, respectively, meeting or exceeding their goals. The Working Together at Newmont program and Employee Listening Survey were deferred to 2026 to support implementation of a new, lower-cost organizational design in 2025. Indigenous and local employment commitments exceeded target, while Respect at Work microlearnings were below target. Accordingly, the LDCC determined performance for the Focusing on Our Culture metric was below target.
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · NEO Annual Incentives · | |||||||||
| · · · · · · · · · · · · · | |||||||||
| · The table below shows the annual incentive targets, performance, and payouts for the NEOs. · | |||||||||
| · · · · · · · · · · · · · | |||||||||
| · · TARGET OPPORTUNITY · · · · · | |||||||||
| · · % OF · · · · · ACHIEVEMENT · · · TOTAL | |||||||||
| · · BASE PAY · · · VALUE · · PERCENTAGE · · · PAYOUT | |||||||||
| · NEO · (%) · · · ($) · · (%) · · · ($) · | |||||||||
| | TOM PALMER | 150% | | $2,152,500 | | 155.15% | | $3,339,604 | |
| | PETER WEXLER | 85% | | $552,500 | | 155.15% | | $857,204 | |
| | NATASCHA VILJOEN(1) | 115% | | $1,133,562 | | 155.15% | | $1,758,721 | |
| | PETER TOTH | 100% | | $710,000 | | 155.15% | | $1,101,565 | |
| | FRANCOIS HARDY | 85% | | $484,500 | | 155.15% | | $751,702 | |
| | KARYN OVELMEN(2) | 100% | | $780,000 | | —% | | $— | |
| | (1) Ms. Viljoen’s annual incentive target was 110% from January 1, 2025 through April 30, 2025, and increased to 115% effective May 1, 2025, in connection with her promotion to President. Her annual incentive value, and payout reflect proration based on the applicable target rates for each period. | | |||||||
| | (2) Ms. Ovelmen forfeited STIP upon exit. | | |||||||
| 2026 Proxy Statement | 69 |
|---|
2026 Annual Incentive Program Design and Metrics(1)
For the 2026 Annual Incentive Program, the Company maintained a 70% weighting for financial metrics and a 30% weighting for sustainability metrics, reflecting a balanced focus on financial and operational performance, safety, environmental stewardship, and culture. The Significant Potential Event Frequency Rate (SPEFR) metric, which represented 14% of the program in 2025, was revised for 2026 into two separate safety metrics: maintaining SPEFR at 7% weighting and introducing a Critical Action Management metric at 7% weighting. The Critical Action Management metric is designed to reinforce accountability for the timely closure of safety control gaps identified through Significant Potential Events, Level of Defense Two audits, and Calls to Action. The 2026 Annual Incentive Program continues to be based solely on Company performance for each NEO.
| Financial | | | Efficiency/ Production Costs | | }Adjusted CSC/GEO | | 35% | |
|---|---|---|---|---|---|---|---|---|
| | | Value Creation | | }Adjusted Free Cash Flow | | 35% | ||
| Sustainability | | | Health & Safety | | }Significant Potential Event Frequency Rate (7%) }Critical Action Management (7%)}Fatality Risk Management (FRM) (6%) | | 20% | |
| | | Social & Environment | | }Operating Sites Water Consumption Efficiency (5%)}Focusing on Our Culture (5%) | | 10% | ||
| | | | | | | | | |
(1) Reflects the proposed 2026 annual incentive program design, which remains subject to final review and approval by the LDCC.
| 70 | Newmont Corporation |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.