NOVAGOLD RESOURCES INC
For the period ended May 14, 2026. Filed Mar 25, 2026.
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May 14, 2026 · Filed Mar 25, 2026
Contents
Pay Versus Performance
As required by and in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the implementing rules under Item 402(v) of Regulation S-K, the following disclosure summarizes the relationship between the executive compensation actually paid by the Company and the financial performance of NOVAGOLD over a four-year performance period.
| Year · SummaryCompensationTable Totalfor PEO(1) · CompensationActually Paidto PEO(1) · SummaryCompensationTable Totalfor Non-PEONEO(2) · CompensationActuallyPaid toNon-PEONEO(2) · Value of Initial Fixed C$100Investment Based On: · Net Loss(4)(000s) · Net CashUsed inOperations(5)(000s) | ||||||||
|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn · Peer GroupTotalShareholderReturn(3) | ||||||||
| 2025 | $5,216,220 | $23,674,321 | $4,402,995 | $13,439,089 | $277.28 | $255.48 | $94,659 | $14,028 |
| 2024 | $5,027,900 | $2,753,722 | $4,342,936 | $1,226,759 | $87.73 | $140.96 | $45,621 | $12,642 |
| 2023 | $5,148,848 | $(1,102,383) | $2,234,857 | $616,454 | $69.88 | $104.86 | $46,803 | $7,786 |
| 2022 | $4,839,796 | $793,106 | $1,975,082 | $824,314 | $91.61 | $88.49 | $53,343 | $12,371 |
| (1) | In his capacity as President and Chief Executive Officer, Mr. Lang is included as our PEO for 2025, 2024, 2023, and 2022. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. |
| (2) | In his capacity as Vice-President and CFO, Mr. Adamek is included as a Non-PEO-NEO for 2025 and 2024. In his capacity as former Vice President and Chief Financial Officer, Mr. Ottewell is included as a Non-PEO-NEO for 2024, 2023 and 2022. Mr. Ottewell retired in July 2024. Mr. Williams, who was promoted to Vice President and COO in 2024, is included as a Non-PEO-NEO for 2025 and 2024. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. |
| (3) | Peer Group TSR average comprises the following companies (peers referenced for 2024 compensation planning as disclosed In the Compensation Discussion & Analysis above, and in NOVAGOLD’s Management Information Circular published March 22, 2024): Coeur Mining Inc., Equinox Gold Corp., B2Gold Corp., Eldorado Gold Corporation, IAMGOLD Corporation, Hecla Mining Company, New Gold Inc., OceanaGold Corporation, Torex Gold Resources Inc., SSR Mining Inc., Seabridge Gold Inc., and Centerra Gold Inc. MAG Silver Corp has been excluded from calculations as it was acquired in September 2025. |
| (5) | Represents NOVAGOLD’s Net Cash Used In Operations as disclosed in the respective year’s Annual Report on Form 10-K. |
NOVAGOLD 2026 MANAGEMENT INFORMATION CIRCULAR 73
TABULAR DISCLOSURE OF EXECUTIVE COMPENSATION
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