NEWMONT Corp /DE/
For the period ended May 12, 2026. Filed Mar 26, 2026.
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May 12, 2026 · Filed Mar 26, 2026
Contents
Long-Term Incentive Program
| } | Variable equity-based compensation tied to absolute Company performance |
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| } | Performance Stock Units (PSUs) based on relative Total Shareholder Return (rTSR), inclusive of dividends reinvested, performance among industry peers, Return on Capital Employed (ROCE), and sustainability metrics |
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| } | Restricted Stock Units (RSUs) are time-based |
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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 stockholders, 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 position |
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Our 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 PSUs and RSUs
In 2025, the Committee made long-term incentive grants to the Executive Officers in the form of PSUs (67%) and RSUs (33%).
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| EQUITYVEHICLE | | 2025 LTIAWARD MIX | | VESTINGPERIOD | | HOW PAYOUTSARE DETERMINED | | OBJECTIVE / RATIONALE |
| PSUs | | 67% | | 3-year cliff | | Performance against program metrics and value of stock at vesting | | }rTSR reflects a measure of Newmont’s stockholder returns in relation to key competitors for investor capital }ROCE reflects our commitment to maximizing returns on capital deployed}Sustainability metrics align with Newmont’s strategy and external commitments |
| RSUs | | 33% | | 3 years: 33% per year | | Value of stock at vesting | | }Aligns with stockholder interests and experience, with performance aligned with Absolute Total Shareholder Return}Promotes retention, including during periods of stock price or market underperformance |
| 2026 Proxy Statement | 71 |
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2025 Performance Share Unit Program Design
The PSUs awarded to the NEOs in 2025 represent the opportunity to acquire shares contingent upon performance against Newmont’s three-year TSR rank compared to companies within the TSR Peer group, ROCE, and scope 1 & 2 carbon emission reduction project milestones.
Vesting is capped at 100% of target for all PSU metrics if absolute TSR is negative for the performance period. The total payout value is limited to four times the target grant value.
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| · METRIC · ALIGNMENT · · WEIGHTING · THRESHOLD50% Payout · TARGET100% Payout · · MAXIMUM200% Payout | ||||||||||||
| TSR | Relative Total Shareholder Return | Comparing Newmont’s performance against the TSR Peer Group, rewards NEOs for driving performance greater than or equal to peers | | 60% | 25th percentile | | 55th percentile | | 80th percentile | |||
| Financial | | Return on Capital Employed | | Measuring the efficiency and profitability of capital investments, reflecting our commitment to maximizing returns on capital deployed across Newmont’s global operations | | 30% | | 8.3% | | 9.3% | | 10.3% |
| Sustainability | | Achievement of Scope 1 & 2 Carbon Emission Reduction Project Milestones(1) | | Achievement of key project milestones needed to remain on track for meeting our 2030 sustainability-linked issuance bond science-based climate target of reducing greenhouse gas emissions by 30% | | 10% | | }Execute Cadia Power Purchase Agreement (PPA) (Forest Glen Solar Farm)}Execute Boddington PPA | | }Threshold AND}Advancement of Energy Management System through Stage 2A (advance prefeasibility) | | }Target AND}Advance PPA 4 for Cadia through prefeasibility AND}Advance PPA 2 for Boddington through prefeasibility |
(1) Newmont accepts the Intergovernmental Panel on Climate change (“IPCC”) assessment of climate change and science and acknowledges that human activities contribute to climate change and that business plays an important role in addressing this global challenge. We have set medium and long-term targets to manage our global energy consumption, shift to renewable energy, and implement technologies that reduce emissions. In 2020, Newmont established Scope 1 and 2 absolute and intensity-based reduction targets of 32%, as compared to a 2018 baseline, and Scope 3 absolute reduction of 30%, as compared to a 2019 baseline, with an ambition to be carbon neutral by 2050. The projects included in our 2025 PSU program are critical to meeting our 2030 Scope 1 and 2 emission reduction commitments.
Relative Total Shareholder Return. Consistent with recent program years, the metric of relative Total Shareholder Return (rTSR) was used for the 2025 PSU program, with a weighting of 60%. rTSR 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 on impact outcomes. Comparing Newmont’s performance against the TSR Peer Group 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.
In 2025, the target performance for relative TSR rank was maintained at the 55 th percentile, requiring above median performance in comparison to the peer group to achieve target vesting of
| 72 | Newmont Corporation |
100%. Interpolation is used to determine vesting levels in between thresholds. TSR must rank at or above the 25 th percentile for this component within the PSU program to payout.
Return on Capital Employed. In alignment with our focus on long-term, sustainable value creation, the 2025 PSU program continues to include Return on Capital Employed (ROCE) as a key performance metric. ROCE, which measures the efficiency and profitability of capital investments, reflects our commitment to maximizing returns on capital deployed across Newmont’s global operations. This metric is integral to driving operational performance while maintaining fiscal discipline and supporting the creation of lasting stockholder value. The inclusion of ROCE in the PSU program reinforces disciplined capital efficiency by rewarding executives for investment decisions that generate strong returns and support the Company’s long-term financial health and value creation.
Sustainability Metric. The sustainability metric, achieving Scope 1 & 2 carbon emission reduction project milestones aligns with our external commitments and targets, such as the 2030 sustainability-linked issuance bond, our science-based climate target of reducing greenhouse gas emissions by 30% by 2030, and the 2030 UN Sustainable Development Goals. Through this metric, we continue to reward executives for driving measurable progress in our sustainability efforts, advancing both environmental and social performance.
2025 Relative TSR Peer Group
The TSR Peer Group is comprised of companies that Newmont uses to assess relative TSR performance within the PSU programs.(1)In response to stockholder 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 LTI program to include companies listed in the VanEck Gold Miners (GDX) exchange-traded fund and expanded to also include the S&P 500 Index as an additional constituent in 2025. This transition allows for a more reliable and broader comparison, which includes:
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| Agnico Eagle Mines Ltd (AEM US) | | First Majestic Silver Corp (AG US) | | Oceanagold Corp (OGC CN) |
| Alamos Gold Inc (AGI US) | | Fortuna Silver Mines Inc (FSM US) | | Or Royalties Inc (OR US) |
| Amman Mineral Internasional Pt (AMMN IJ) | | Franco-Nevada Corp (FNV US) | | Orla Mining Ltd (ORLA US) |
| Anglogold Ashanti Plc (AU US) | | Fresnillo Plc (FRES LN) | | Pan American Silver Corp (PAAS US) |
| Artemis Gold Inc (ARTG CN) | | G Mining Ventures Corp (GMIN CN) | | Perseus Mining Ltd (PRU AU) |
| B2gold Corp (BTG US) | | Genesis Minerals Ltd (GMD AU) | | Ramelius Resources Ltd (RMS AU) |
| Barrick Mining Corp (B US) | | Gold Fields Ltd (GFI US) | | Royal Gold Inc (RGLD US) |
| Bumi Resources Minerals Tbk Pt (BRMS IJ) | | Harmony Gold Mining Co Ltd (HMY US) | | Seabridge Gold Inc (SA US) |
| Capricorn Metals Ltd (CMM AU) | | Hecla Mining Co (HL US) | | SSR Mining Inc (SSRM US) |
| Cia De Minas Buenaventura Saa (BVN US) | | Iamgold Corp (IAG US) | | Torex Gold Resources Inc (TXG CN) |
| Coeur Mining Inc (CDE US) | | Industrias Penoles Sab De Cv (PE&OLES* MF) | | Wesdome Gold Mines Ltd/Canada (WDO CN) |
| Discovery Silver Corp (DSV CN) | | K92 Mining Inc (KNT CN) | | Westgold Resources Ltd (WGX AU) |
| Dundee Precious Metals Inc (DPM CN) | | Kinross Gold Corp (KGC US) | | Wheaton Precious Metals Corp (WPM US) |
| Eldorado Gold Corp (EGO US) | | Lundin Gold Inc (LUG CN) | | Zhaojin Mining Industry Co Ltd (1818 HK) |
| Endeavour Mining Plc (EDV LN) | | New Gold Inc (NGD US) | | S&P 500 Index |
| Equinox Gold Corp (EQX US) | | Newmont Corp (NEM US) | | |
| Evolution Mining Ltd (EVN AU) | | Northern Star Resources Ltd (NST AU) | | |
(1) Companies listed in the index as of January 21, 2026. Newmont is excluded from GDX peer group performance for purposes of calculating relative TSR performance.
| 2026 Proxy Statement | 73 |
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2025 Restricted Stock Unit Program Design
RSUs were granted to executives in 2025, which will become common stock at vesting on a one-to-one basis. The awards vest on a pro rata basis in three equal annual installments over a three-year period from the date of grant, with dividend equivalents paid upon vesting.
LTI AwardsIn February 2025, the Committee approved LTI targets for each NEO, as shown in the Summary Compensation Table, maintaining the equity mix used for the 2023 and 2024 LTI program. The Committee considered the following when determining the 2025 grant values for each NEO:}Individual performance and criticality of, and expected future, contributions of the NEO}Time in role and experience}Retention considerations}Comparison of NEO targets to respective Compensation Peer Group values at the 50th percentile}The Committee determined the number of PSUs to be granted based on the average closing Newmont stock price 25-trading-days prior to and including the grant date and the number of RSUs to be granted based on the closing stock price on the date of grant. The CEO’s PSU and RSU grants were recommended by the Committee and approved by the Board, while the Committee approved the grants for the other Section 16 Executive Officers.
The target value, grant date fair value and number of PSUs and RSUs awarded to each of our NEOs under the 2025 LTI award are shown below.
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| · · TARGET VALUE · · PSUs · · PSUs · · RSUs · · RSUs | |||||||||||
| NAME(1)(2) | | ($) | | ($) | | (#) | | ($) | | (#) | |
| TOM PALMER | | $9,500,000 | | $6,333,333 | | 143,093 | | $3,166,667 | | 71,904 | |
| PETER WEXLER | $1,600,000 | $1,066,667 | 24,100 | | $533,333 | 12,110 | | ||||
| NATASCHA VILJOEN(3) | $3,215,000 | $2,143,333 | 48,425 | | $1,071,667 | 24,333 | | ||||
| PETER TOTH | | $2,050,000 | | $1,366,667 | 30,878 | | $683,333 | 15,516 | | ||
| FRANCOIS HARDY | | $1,400,000 | | $933,333 | 21,087 | | $466,667 | 10,596 | | ||
| KARYN OVELMEN(4) | | $2,700,000 | | $1,800,000 | 40,668 | | $900,000 | 20,435 | | ||
| (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 2025 restricted stock unit grants. The fair market value on the date of grant, February 24, 2025, was $44.04. 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 2025 (payout 2028) Performance Stock Units of $51.33 per share (116.6% 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. The number of Performance Stock Units granted was determined by a 25‑trading‑day average stock price prior to and including the date of grant, February 24, 2025, of $44.26. | |||||||||||
| (2) The annual LTI target value for each NEO is allocated as two-thirds PSUs and one-third RSUs. | | ||||||||||
| (3) The LTI target value shown for Ms. Viljoen reflects her annual long‑term incentive opportunity at the time of the regular February 24, 2025 grant. | |||||||||||
| (4) Ms. Ovelmen forfeited the entire value of PSUs and RSUs upon departure. | |||||||||||
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| 74 | Newmont Corporation |
2023 PSU Program Result
This 2023 PSU program was based on rTSR performance against the VanEck GDX constituents, Scope 1 & 2 Emission reduction key project milestones, and female executive representation across leadership levels. In aggregate, the 2023 PSU program paid out at 10% of target. The table below shows the targets, performance, and overall payout.
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| · METRIC · · WEIGHTING · THRESHOLD50% Payout · TARGET100% Payout · · MAXIMUM200% Payout · 2025RESULT · Weighted payout | |||||||||||||
| TSR | Relative Total Shareholder Return | | 80% | 25th percentile | | 55th percentile | | 80th percentile | }Below threshold performance | 0% | |||
| Sustainability | | Achievement of Scope 1 & 2 Carbon Emission Reduction Project Milestones | | | 10% | | }Advance Boddington mine site carbon reduction study through feasibility | | }Advance Boddington and Tanami mine site carbon reduction studies through feasibility | | }Advance Boddington mine site carbon reduction study into execution (i.e., identification and in discussions with 3rd party for development or advancement of Power Purchase Agreement);}Tanami mine site carbon reduction study through Feasibility; AND}One additional mine site carbon reduction study through prefeasibility | }Maximum performance achieved at Boddington}Tanami performance below target due to intentional re-sequencing of projects following significant M&A during period | 10% |
| | Executive Female Representation (1) | | | 10% | | 36% | | 38% | | 41% | }Below threshold performance | 0% | |
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| OVERALL PERFORMANCE | 10% | ||||||||||||
| (1) | The executive female representation metric was an aspirational goal, 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. |
The table below shows the 2023 PSU target values and payouts for each NEO.
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| · · · · · · · · · · · TOTAL | |||||||||
| · · · · · · · · · · · VESTING | |||||||||
| · · · · · · · PSU · · TOTAL · · VALUE AS | |||||||||
| · · VALUE AT · · · · PROGRAM · · VALUE · · % OF | |||||||||
| · · TARGET · · PSU · · PAYOUT · · AT VEST · · TARGET | |||||||||
| NEO · · ($) · · (#) · · (%) · · ($) · · (%) | |||||||||
| TOM PALMER | | $5,933,333 | | 121,063 | | 10.0% | 1,543,279 | | 26.0% |
| PETER WEXLER(1) | | $— | | — | | —% | — | | —% |
| NATASCHA VILJOEN(1) | | $— | | — | | —% | — | | —% |
| PETER TOTH | | $1,300,000 | | 26,525 | | 10.0% | 338,178 | | 26.0% |
| FRANCOIS HARDY | | $833,333 | | 17,003 | | 10.0% | 216,826 | | 26.0% |
| KARYN OVELMEN(1) | | $— | | — | | —% | — | | —% |
| (1) Mr. Wexler, Ms. Viljoen and Ms. Ovelmen were not eligible at time of grant for the 2023 performance stock units. | |||||||||
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| 2026 Proxy Statement | 75 |
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2026 PSU Program Design
Compared to the 2025 PSU program, the following changes were implemented for 2026:
| } | In response to feedback received during 2025 stockholder outreach and in alignment with treatment among our Proxy Compensation Peer Group, the threshold payout for the relative TSR component was reduced from 50% to 40% |
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| } | The sustainability metric was refined to focus on emphasizing the advancement of energy-management initiatives that directly reduce emissions and improve operational efficiency |
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| · · METRIC · WEIGHTING · THRESHOLD- · TARGET100% Payout · MAXIMUM200% Payout | |||||||
| TSR | Relative Total Shareholder Return | 60% | 25thPercentile | 55thpercentile | 80thpercentile | ||
| | | (40% payout) | | | |||
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| Financial | | Return on Capital Employed | 30% | 10.0% | 26.0% | 34.0% | |
| | | (50% payout) | | | |||
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| Sustainability | | Emission Reduction Milestones | 10% | }Advance Energy Management System (EMS) through Feasibility | }Threshold AND}Pilot EMS at one operation | }Target AND}Pilot EMS at multiple operations | |
| | | }(50% payout) | | | |||
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| 76 | Newmont Corporation |
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