NEWMONT Corp /DE/

The long-term incentive program is an equity-based plan designed to reward Executive Officers for performance against stock price appreciation relative to Company out-performance in comparison to peers over the long-term, return on capital, and 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 PSUs and RSUs

In 2024, the Committee made long-term incentive grants to the Executive Officers in the form of PSUs (67%) and RSUs (33%).

2024 Performance Share Unit Program Design

The PSUs awarded to the NEOs in 2024 represent the opportunity to acquire shares contingent upon performance against Newmont’s three-year TSR rank compared to companies within the TSR Peer group, a new financial metric, ROCE, and two sustainability metrics.

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.

(1) The executive female representation metric is an aspirational goal that we are striving to achieve by end of 2026, 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.

(2) 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 objective to be carbon neutral by 2050. The projects included in our 2024 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 2024 PSU program, with a weighting of 60%. 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 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 2024, 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 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 2024 PSU program introduces 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. By incorporating ROCE into the PSU program, we reward executives for optimizing capital efficiency and ensuring that investments contribute meaningfully to the Company’s overall financial health and long-term success.

Sustainability Metrics. For the 2024 PSU program, we maintained our focus on sustainability with key metrics including executive female representation (weighting of 10%) and carbon reduction key project milestones (weighting of 10%). The executive female representation metric reflects our aspiration of fostering an inclusive workplace where all belong.

The sustainability metrics align 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, our Paradigm for Parity® aspirational goal, and the 2030 UN Sustainable Development Goals. Through these metrics, we continue to reward executives for driving measurable progress in our sustainability efforts, advancing both environmental and social performance.

2024 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 Vectors Gold Miners (GDX) exchange-traded fund and expanded to also include the S&P 500 Index as an additional constituent in 2024. This transition allowed for a more reliable and broader comparison, which includes:

2024 Restricted Stock Unit Program Design

RSUs were granted to executives in 2024, which will become common stock at vesting on a one-to-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.

LTI AwardsIn February 2024, the Committee approved LTI targets for each NEO, as shown in the Summary Compensation Table, maintaining the equity mix used for the 2022 and 2023 LTI program. The Committee considered the following when determining the 2024 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 previous 30-day average closing stock price, excluding the last 5 days of the period 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 2024 LTI award are shown below.

2022 PSU Program Result

This 2022 PSU program was based on relative TSR performance against the VanEck GDX constituents.

The table below shows the targets, performance, and payouts for the NEOs.

2025 PSU Program Design

The Executive Female Representation metric, introduced in the 2023 PSU program, was intended as a temporary measure while the Company worked to incorporate a broader culture metric into the annual bonus program. With the introduction of the culture metric in the 2025 annual bonus program, the Executive Female Representation metric was removed from the PSU program. Its previous weighting was reallocated to ROCE, increasing ROCE's total weighting to 30%. No other changes were made to the 2025 PSU program compared to 2024.