NEWMONT Corp /DE/
For the period ended Apr 30, 2025. Filed Mar 14, 2025.
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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.
Apr 30, 2025 · Filed Mar 14, 2025
Contents
Pay Versus Performance Table
The following summarizes the relationship between the executive compensation actually paid by the Company and the financial performance of Newmont over a five-year performance period.
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| · · · · · · · · · VALUE OF INITIAL FIXED $100 · · · · | ||||||||
| · · · · · · · · · INVESTMENT BASED ON · · · · | ||||||||
| · · · · · AVERAGE · AVERAGE · · · · · · | ||||||||
| · · · · SUMMARY · COMPENSATION · · · · · · | ||||||||
| · SUMMARY · · COMPENSATION · ACTUALLY · · PEER/INDEX · · · · | ||||||||
| · COMPENSATION · COMPENSATION · TABLE TOTAL FOR · PAID TO NON- · TOTAL · TOTAL · · COMPANY NET · · | ||||||||
| · TABLE TOTAL · ACTUALLY · NON-CEO · PEO · SHAREHOLDER · SHAREHOLDER · · INCOME · · | ||||||||
| PEFORMANCE YEAR | FOR PEO(1) | PAID TO PEO(1) | PEOS(2) | NEOs(2)(4) | RETURN(3) | RETURN | (LOSS) ($)(5) | FREE CASH FLOW |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2024 | $12,965,126 | $3,323,357 | $4,463,189 | $3,119,735 | $91.57 | $157.67 | $3,381,000,000 | $2,916,000,000 |
| 2023 | $11,747,104 | $1,125,000 | $3,949,153 | $1,588,050 | $100.82 | $156.39 | $(2,467,000,000) | $88,000,000 |
| 2022 | $13,654,538 | $3,407,020 | $3,904,167 | $1,166,702 | $113.19 | $137.66 | $(369,000,000) | $1,067,000,000 |
| 2021 | $12,667,106 | $15,415,524 | $3,922,861 | $3,707,302 | $145.20 | $150.22 | $233,000,000 | $2,613,000,000 |
| 2020 | $12,202,285 | $14,852,971 | $4,943,217 | $5,525,436 | $138.96 | $138.86 | $2,791,000,000 | $3,588,000,000 |
(1) In his capacity as Chief Executive Officer, Mr. Palmer is included as our PEO for 2020 to 2024. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details.
(2) In 2024, the Non-PEO NEOs comprises Ms. Ovelmen, Ms. Viljoen, Mr. Wexler, Mr. Toth and Mr. Atkinson. In 2023, the Non-PEO NEOs comprises Ms. Ovelmen, Ms. Viljoen, Mr. Atkinson, Mr. Toth, Mr. Tabolt, and Mr. Puna. In 2022, the Non-PEOs comprises Mr. Tabolt, Mr. Atkinson, Ms. Lipson, Mr. Toth, and Ms. Buese. In 2021, the Non-PEOs comprises Ms. Buese, Mr. Atkinson, Mr. Gottesfeld, and Ms. Lipson. In 2020, the Non-PEOs comprises Ms. Buese, Mr. Atkinson, Mr. Engel, and Mr. Gottesfeld. See Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table for additional details.
(3) Peer Group TSR is market cap weighted, with the following peers (peers published in 2024 Newmont Annual report): Agnico Eagle Mines Ltd (AEM US); Anglogold Ashanti Ltd (AU US); Freeport (FCX US), Gold Fields Ltd (GFI US); Barrick Gold Corp (GOLD US); Harmony Gold Mining Co Ltd (HMY US), and Kinross Gold Corp (KGC US).
(4) The 2025 Proxy Statement will differ from the previous year's report as a minor error was identified in the 2023 average compensation paid to NEOs, which has since been corrected for this year.
(5) Represents Company Net Income (Loss) as disclosed in respective year's Newmont Annual Report.
| 2025 Proxy Statement | 91 |
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Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table
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| · · PEO · · · · · OTHER NEO AVERAGE | ||||||||||||||||||||||||||||||
| Adjustments(6)(7)(8) · · 2024 · · 2023 · · 2022 · · 2021 · · · 2020 · · 2024 · · 2023 · · 2022 · · · 2021 · · 2020 | ||||||||||||||||||||||||||||||
| Summary Compensation Table Total | $ | | 12,965,126 | $ | | 11,747,104 | $ | | 13,654,538 | $ | | 12,667,106 | $ | | 12,202,285 | $ | | 4,463,189 | $ | | 3,949,153 | $ | | 3,904,167 | $ | | 3,922,861 | $ | | 4,943,217 |
| Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | $ | (-) | 9,286,203 | $ | (-) | 8,896,322 | $ | (-) | 10,132,164 | $ | (-) | 8,566,067 | $ | (-) | 7,659,869 | $ | (-) | 2,723,638 | $ | (-) | 2,899,811 | $ | (-) | 2,665,646 | $ | (-) | 2,287,820 | $ | (-) | 2,639,891 |
| Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 0 |
| Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | $ | (+) | 10,801,010 | $ | (+) | 7,410,447 | $ | (+) | 6,409,104 | $ | (+) | 10,094,687 | $ | (+) | 9,490,638 | $ | (+) | 4,333,887 | $ | (+) | 2,021,753 | $ | (+) | 1,722,529 | $ | (+) | 2,696,083 | $ | (+) | 3,270,846 |
| Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 |
| Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | $ | (-) | 6,426,122 | $ | (-) | 6,203,785 | $ | (-) | 6,161,789 | $ | (+) | 3,757,541 | $ | (+) | 2,114,057 | $ | (-) | 1,701,038 | $ | (-) | 757,830 | $ | (-) | 1,381,313 | $ | (+) | 672,482 | $ | (+) | 1,179,673 |
| Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | $ | (-) | 4,153,588 | $ | (-) | 3,262,797 | $ | (-) | 1,432,304 | $ | (-) | 2,698,509 | $ | (-) | 1,096,571 | $ | (-) | 1,285,235 | $ | (-) | 835,620 | $ | (-) | 629,778 | $ | (-) | 1,357,393 | $ | (-) | 863,441 |
| Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | $ | (-) | 1,185,581 | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 291,792 | $ | (-) | 0 | $ | (-) | 88,368 | $ | (-) | 0 | $ | (-) | 0 | $ | (-) | 116,408 | $ | (-) | 0 |
| Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | $ | (+) | 568,608 | $ | (+) | 664,022 | $ | (+) | 806,513 | $ | (+) | 769,710 | $ | (+) | 305,363 | $ | (+) | 112,675 | $ | (+) | 93,852 | $ | (+) | 124,336 | $ | (+) | 246,121 | $ | (+) | 163,566 |
| Addition of incremental fair value of in respect of any options or SARS modified during the FY | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 |
| Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | $ | (-) | 390,217 | $ | (-) | 652,107 | $ | (-) | 66,594 | $ | (-) | 606,521 | $ | (-) | 602,107 | $ | (-) | 121,243 | $ | (-) | 140,779 | $ | (-) | 31,278 | $ | (-) | 241,739 | $ | (-) | 741,074 |
| Addition for the Service Cost attributable to services rendered during the FY | $ | (+) | 430,323 | $ | (+) | 318,437 | $ | (+) | 329,717 | $ | (+) | 289,369 | $ | (+) | 99,175 | $ | (+) | 129,504 | $ | (+) | 157,331 | $ | (+) | 123,685 | $ | (+) | 173,112 | $ | (+) | 212,540 |
| Addition for the prior Service Cost in respect of a plan amendment or initiation during the FY | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 | $ | (+) | 0 |
| Compensation Actually Paid | $ | | 3,323,357 | $ | | 1,125,000 | $ | | 3,407,020 | $ | | 15,415,524 | $ | | 14,852,971 | $ | | 3,119,735 | $ | | 1,588,050 | $ | | 1,166,702 | $ | | 3,707,302 | $ | | 5,525,436 |
(6) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for restricted stock units represents the sum of changes in fair value during the fiscal year. The fair market values at the end of the fiscal years were December 31, 2024 = $37.22; December 29, 2023 = $41.39; December 30, 2022 = $47.20; December 31,2021 = $62.02; and December 31, 2020 = $59.89. The restricted stock unit awards vest pro-ratably over three years. See the Compensation Discussion and Analysis for a description of this award and the rationale. The fair market values per share for restricted stock units on the following vest dates are as follows: 2/25/2020 = $50.07, 2/26/2020 = $49.17, 2/27/2020 = $48.30, 7/27/2020 = $69.20, 7/28/2020 = $68.23, 2/22/2021 = $57.12, 2/24/2021 = $56.76, 2/25/2021 = $56.63, 2/26/2021 = 55.01, 7/26/2021 = $60.59, 2/22/2022 = $67.67, 2/24/2022 = $67.90, 2/25/2022 = $67.07, 7/26/2022 = $44.59 (2020 Plan) and $45.81 (2013 Plan), 2/22/2023 = $45.17, 2/24/2023 = $43.58, 2/28/2023 = $43.34, 7/26/2023 = $43.61, 7/27/2023 = $43.45, 11/3/2023 = $37.96, 2/22/2024 = $33.43, 2/27/2024 = $30.01, 2/28/2024 = $29.86, 5/24/2024 = $40.58, 7/24/2024 = $47.07, 7/29/2024 = $46.73, 10/30/2024 = $47.80.
(7) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for performance stock units represents the sum of changes in fair value during the fiscal year. The performance stock unit awards vest with a three-year cliff. 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 for the 2017 to 2020 program, 2019 fair value = $52.21 and 2/27/2020 vest date fair market value = $48.30; 2018 to 2021 program, 2019 fair value = $40.89, 2020 fair value = $52.33, and 2/26/2021 vest date fair market value = $55.01; for the 2019 to 2022 program 2019 fair value = $47.24, 2020 fair value = $71.44, 2021 fair value = $98.67, and 2/25/2022 vest date fair market value = $67.07; for the 2020 to 2023 program 2020 fair value = $74.67, 2021 fair value = $107.46, 2022 fair value = $89.85, and 2/24/2023 vest date fair market value = $43.58; for the 2021 to 2024 program 2021 fair value = $80.06, 2022 fair value = $57.58, and 2023 fair value = $32.23, and 2/22/2024 vest date fair market value = $33.43; and for the 2022 program 2022 fair value = $46.14, 2023 fair value = $23.21, and 2024 fair value = $0.02; for the 2023 program 2023 fair value = $37.27 and 2024 fair value = $12.05; and for the 2024 program 2024 fair value = $36.00. The Monte Carlo model is further described in the Newmont’s Annual Report on Form 10-K for the year ended December 31, 2024. The maximum value of the Performance Stock Units is 200% of target. See the Compensation Discussion and Analysis for a description of this award and the rationale.
(8) The total pension benefit adjustments for each applicable year includes the aggregate of two components: (i) the actuarially determined service cost for services rendered during the applicable year (“service cost”), and (ii) the entire cost of benefits granted in a plan amendment during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment (“prior service cost”), which was $0, in each case calculated in accordance with U.S. GAAP using the same methodologies the Company uses for its financial statements. The amount of service cost was $0 for Ms. Ovelmen for 2023, 2022, 2021, and 2020, Ms. Viljoen for 2023, 2022, 2021, and 2020, Mr. Wexler for 2024, 2023, 2022, 2021, and 2020, Mr. Toth for 2023, 2022, 2021, and 2020 and Mr. Atkinson for 2021 and 2020 due to ineligibility to participate in our Pension Plan and Pension Equalization Plan and be included in relevant census data for each respective year, based on the same methodologies that the Company uses to compute service cost for its financial statements under U.S. GAAP. All assumptions are consistent with those used in our preliminary expense letters issued for fiscal years 2020, 2021, and 2022 issued March 16, 2020, March 8, 2021, and February 24, 2022 and April 5, 2022, and January 31, 2023, respectively.
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| 92 | Newmont Corporation |
Compensation Actually Paid Versus Company Performance
Executive compensation is linked strongly to the financial and operational performance of the Company, with a majority of annual target compensation being variable and at-risk. In 2024, 89.0% of the total target compensation for the principal Executive Officer (PEO) and 80.7% of non-PEO NEO pay, on average, was at-risk and tied to performance measures that impact stockholder return, including Free Cash Flow. The following charts provide a clear visual description of the relationship between Compensation Actually Paid and Newmont Total Shareholder Return, Peer/Index Total Shareholder Return, Newmont Free Cash Flow, and Newmont Net Income as detailed in the Pay Versus Performance table above.
Compensation Actually Paid versus Total Shareholder Return
Compensation Actually Paid versus Free Cash Flow and Net Income
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