Inc. It is important that your shares are represented and voted at the be able to listen to the meeting live, submit questions, and vote. There will be no physical location for stockholders to attend. ◇ CLASS III DIRECTOR (TERM EXPIRES2020) 2021 Class III Director enterprise level. the disinterested directors. available on our website at www.royalgold.com under “ESG — ESG Document Library.” to align the interests of directors with the interests of stockholders generally. director. proxy statement. proxy statement. Because your vote is advisory, it will not be binding on the Board. However, as they have done in prior years, the Board and CNG Committee will consider the outcome of the say-on-pay vote when considering future compensation arrangements. 40. WHAT WE our NEOs being relatively new to their roles. For all performance shares, the grantee must be in continuous service from the grant date through any vesting date to receive any shares. Any performance shares that remain unvested after the last applicable vesting date will expire unvested. are presented below: TSR Shares Goal: Achieve the highest percentile in TSR among the GDX 12 months following termination of his employment. The plan for Swiss employees is regulated by Swiss statutes, is mandated for all Swiss employees within defined limits, and provides for employees’ retirement, survivors, and disability insurance (“Pension Plan”). the contributions to the Pension Plan according to the applicable regulations of the pension scheme provider. The requirements. All Other Stock All Other Option This table provides information about the total outstanding stock options, SARs, 2021 was 11.3 to 1. our stockholders. certain of our foreign subsidiaries’ annual financial statements, review of our quarterly financial statements, issuance of consents, and review of documents filed with the SEC. Audit fees also include fees associated with the audit of management’s assessment and operating effectiveness of Section 404 of the Sarbanes-Oxley Act. about October 4, 2021, we will furnish a “notice of internet availability” to our stockholders of record containing instructions on how to access the proxy materials and vote. In addition, instructions on how to request a printed copy of these materials may be found in the notice of virtual annual meeting. For more information on voting your stock, please see “Voting Your Shares” below. To receive a separate copy of the corporatesecretary@royalgold.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934 (Amendment No. )Filed by the Registrant☐Filed by a Party other than the RegistrantCHECK THE APPROPRIATE BOX:☐Preliminary Proxy Statement☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))☑Definitive Proxy Statement☐Definitive Additional Materials☐Soliciting Material Under Rule 14a-12
![[MISSING IMAGE: lg_royalgoldinc-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/lg_royalgoldinc-4c.jpg){kind=small}
IncPAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):☑No fee required.☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.1) Title of each class of securities to which transaction applies:2) Aggregate number of securities to which transaction applies:3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):4) Proposed maximum aggregate value of transaction:5) Total fee paid:☐Fee paid previously with preliminary materials:☐ and the date of its filing.1) Amount previously paid:2) Form, Schedule or Registration Statement No.:3) Filing Party:4) Date Filed:
LETTER TO SHAREHOLDERSDear Fellow Shareholder,In fiscal 2018, investors confronted rising interest rates, global trade conflicts, tense periods of political instability, changes to the U.S. tax code and late cycle concerns about the future direction of U.S. equities. Nonetheless, the broader equity market continued to show strong performance and is nearing a record in longevity.Most gold equities struggled under these conditions, while Royal Gold navigated this environment with a steady hand. We delivered solid, consistent financial performance resulting in a total shareholder return that beat the S&P 500, the price of gold and the gold equity indices even though the average gold pricedate of its filing.![[MISSING IMAGE: tm2122690d1-icon_h1barpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-icon_h1barpn.jpg){kind=icon}
CHAIRMAN OF THE BOARD![[MISSING IMAGE: tm2122690d3-icon_h1rulespn.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_h1rulespn.gif){kind=icon}
![[MISSING IMAGE: tm2122690d1-tbl_williampn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-tbl_williampn.jpg)
relatively flat comparedanother excellent year for Royal Gold. Strong performance from our portfolio allowed us to the prior year. We achieveddeliver record cash flow, revenue, volume and dividendsfinancial results for the second consecutiveanother year, and delivered a total shareholder return of 20.2% in fiscal 2018.Corporate earnings for U.S. companies (including Royal Gold) were impacted broadly by federal tax reform, as foreign income from prior years was subject to deemed repatriation and as deferred tax assets and liabilities were adjusted to comply with the new law. We simplified our business and reduced exchange rate volatility in our effective tax rate. Both events impacted earnings, as did an impairment of our Pascua-Lama interest. While the impairment reflects present project conditions, we continue to believe that Pascua-Lama, with 21 million ounces of resource1on a 100% basis, represents significant option value for Royal Gold shareholders.We invested $1.4 billion opportunistically in fiscal 2015 and 2016 to enhance our portfolio while helping our counterparties improve their balance sheets. We provided this capital out of cash on hand, cash flow and our credit facility. In fiscal 2018, we took advantage of a relatively quiet time on the business development front to pay down the balance of our credit facility, ending the year with $1.1 billion of total liquidity. In the new year, we will build our net cash balance to position the company for the next investment cycle.1The U.S. Securities and Exchange Commission does not recognize the term “resource.” “Resources” are not reserves under the SEC’s regulations but are categorized under the securities law regulations of certain foreign jurisdictions in order of increasing geological confidence into “inferred resources,” “indicated resources” and “measured resources”. Investors are cautioned that resources cannot be classified as reserves unless and until further drilling and metallurgical work is completed, until other economic and technical feasibility factors based upon such work have been resolved and it is demonstrated that they may be legally and economically extracted and produced and, as a result, investors should not assume that all or any part of mineralized material in any of these categories will ever be converted into reserves.
We achieved record cash flow, revenue, volume and dividendsfor the second consecutive yearand delivered a total shareholder return of 20.2% in fiscal 2018.Tony JensenPresident & CEO2018 Proxy Statement2We continued to invest in the Peak Gold Joint Venture (“PGJV”)business and added growth to the portfolio. We also strengthened our balance sheet to ensure we remain positioned to act on future business opportunities. As stockholders ourselves, your Board remains committed to ensuring that stockholders benefit from these efforts as directly as possible, and we achieved all these results without diluting your interests by issuing new equity. We also recognize the importance of returning capital to stockholders and raised our dividend for the 20th consecutive year, a record that is unmatched in Alaska. In additionthe global precious metals industry.exploration activities, we commissionedcorporate governance best practices, and, after a preliminary economic analysis to assess the current statethorough search process, Fabiana Chubbs was nominated by our Board and appointed by stockholders as our newest member of the project. These results will be available earlyBoard. We firmly believe that senior-level experience in fiscal 2019, which should allow us to shift our focus to leveraging PGJV into value core to oursector is required for Board success, and Ms. Chubbs brings a wealth of knowledge from a career in finance and the mining business. In addition to investingher executive experience in explorationthe gold industry, her background and engineering at PGJV,qualifications position her well to join the Audit and Finance Committee. Ms. Chubbs brings a fresh perspective to Board discussions, and we also acquired approximately 13.2% of the common stock of our joint venture partner, Contango ORE, Inc.,are pleased to further increase our effective interest in PGJV.Latewelcome her.Royal Gold also enhanced its position on Amarillo Gold’s Mara Rosa project in Brazil by purchasing a 1.75% royalty, whichend from June 30 to December 31, effective as of December 31, 2021. We determined that it is in additionthe best interest of stockholders and prospective investors to a 1% NSR royalty previously acquired. Supportingmore closely align our existingreporting and disclosure with that of most of our counterparties is an important strategy for developing projects within our portfolio of nearly 200 assets, 40 of which are in production.Our portfolio continues to grow organically. At Pueblo Viejo, Barrick is completing a pre-feasibility study to expand the processing facilities that has the potential to convert seven million ounces of gold resources into reserves on a 100% basis. At Peñasquito, Goldcorp is nearing completion of its Pyrite Leach project, which is expected to add one million ounces of gold and 44 million ounces of silver over its mine life. At Voisey's Bay, Vale announced an intention to extend the life of mine to 2034 through the development of an underground operation. At Cortez, Barrick continued stripping the Crossroads deposit, and after nearly three years of development they expect production from this deposit in mid-fiscal 2019. At Wassa, Golden Star more than doubled its inferred mineral resources to 5.2 million ounces, paving the way for potential production increases. And finally, we expect larger contributionspeers in the futureprecious metals sector, which will allow market participants to more closely evaluate and compare our performance against other companies in the sector. With this change, we will move the timing of our annual stockholders’ meeting from both Mount MilliganNovember to May, starting in 2022.Rainy River as those production teams work through issues uniqueyou are cordially invited to each operation.Streamjoin us virtually for our 2021 annual meeting of stockholders on November 17, 2021, at 9 a.m. mountain time. Holders of record of our common stock on September 20, 2021, are entitled to notice of and royalty financing have provento vote at the virtual annual meeting. The accompanying notice of virtual annual meeting and proxy statement describe the business to be highly flexible. The mineral industry capital needs have shifted fromconducted at the days of balance sheet restructuring. Operators looking to capitalize new investments today have relatively weak corporate currency and limited access to the traditional staple of equity capital. And with one-year LIBOR rates increasing approximately 60% during the fiscal year, the cost of debt is rising quickly as well. We believe Royal Gold’s stream and royalty financing products will be an important source of capital for operators in this new environment.Key Elements of our Business Strategy:
Business Model:Royal Gold’s stream and royalty business model provides investors with a diversified portfolio of 40 producing assets without incurring many of the costs and risks associated with mine operations.
Gold Focused:77% of Royal Gold’s revenue in fiscal 2018 was generated from gold.
Growth:Royal Gold emphasizes investment in long lived assets that we believe will provide our shareholders resource to reserve conversion upside.
Capital Deployment:Royal Gold maintains a strong balance sheet that allows us to opportunistically invest at favorable times in the price cycle, often when counterparties most need financing.
Financial Flexibility:Royal Gold’s unique business model allows us to source our capital efficiently, with a preference to grow our business from free cash flow.
Return to Shareholders:Royal Gold concentrates on margin expansion by maintaining a lean cost structure, measures success on per share metrics and believes paying a sustainable and growing dividend is important.www.royalgold.com3Royal Gold manages its business differently than many other gold equities. We focus on:●Gold– 77% of our revenue was generated in gold in fiscal 2018, 9% in silver, 11% in copper and 3% in other minerals.●Reinvesting Free Cash Flow– Royal Gold has not issued equity since 2012, while our cash from operations has increased 103% since our last issuance.●Disciplined Capital Allocation – Our investments are often countercyclical, which requires us to have patience at the top of market cycles and to have a strong balance sheet at the bottom.●Growing and Sustainable Dividends– We have paid a dividend since 2000 and have increased it in each of the last 18 years for a compounded annual growth rate of 19%. In fiscal 2018, we dedicated 19% of our cash flow to dividends.●Shareholder Return– We set out to be the most valuable company in the precious metals sector, not necessarily the largest, by growing accretively out of cash flow to the greatest extent possible. As a result, Royal Gold has the lowest share count and one of the highest valuations of any company in the GDX – VanEck Vectors Gold Miners ETF.I will take this opportunity to thank Craig Haase for his 10 years of service to Royal Gold as a director on our board. Craig retired in fiscal 2018 and was instrumental to the success of Royal Gold during his tenure with the company as well as the stream and royalty business in general over his career.Royal Gold has never been stronger and is well-positioned with portfolio scale, organic growth opportunities and strong cash flow building for new investment opportunities. It is a privilege to represent the company, and on behalf of our employees, we thankThank you for your support. We will continue managing our company to pursue best in class total shareholder return.
Tony A. JensenPresident and Chief Executive OfficerCautionary Note Regarding Forward-Looking Statements:This proxy statement contains forward-looking statements within the meaning![[MISSING IMAGE: sg_williamhayes-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/sg_williamhayes-bw.jpg)
federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “believe,” “estimate,” “expect,” “intend”, “may,” “project,” “plan,” “will” and other similar words. Forward-looking statements in this proxy statement include, but are not limited to, statements regarding the Company’s operational, business and financial strategies, anticipated future production of or from the various projects or mines, significant option value, timing and results of feasibility studies and other developments at the various projects and mines, and market and industry outlook. These and other forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this proxy statement can be found in the Company’s Annual Report on Form 10-K and other periodic reports on file with the SEC. The forward-looking statements speak only as of the date of this proxy statement and undue reliance should not be placed on these statements. We do not undertake to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.BoardFinancial Highlights◇REVENUE For the Fiscal Years Ended June 30
◇OPERATING CASH FLOWSFor the Fiscal Years Ended June 30
◇CALENDAR YEAR DIVIDENDS1
1Dividends are paid on a calendar year basis. The dividend for calendar year 2018 was $1.00; the dividend paid during the fiscal year 2018 was $0.99.2018 Proxy Statement4
1660 Wynkoop Street, Suite 1000, Denver, CO 80202Phone: 303-573-1660www.royalgold.comNOTICE OF ANNUAL MEETINGOF STOCKHOLDERSBackground
DATE AND TIMEWednesday,November 14, 20189:00 a.m. MST
LOCATIONRITZ-CARLTON HOTEL1881 Curtis StreetDenver, CO 80202
WHO CAN VOTEYou are eligible to vote at the Annual Meeting and any postponements or adjournments of the meeting if you are a holder of Royal Gold’s common stock at the close of business onSeptember 17, 2018.
VOTING DEADLINEProxies voted by mail, telephone or Internet must be received by 11:59 p.m. (Eastern Standard Time) on November 13, 2018.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 14, 2018:Our Notice of Annual Meeting, Proxy Statement and related exhibits, Annual Report including our Form 10-K, electronic proxy card and any other Annual Meeting materials are available on the Internet at www.proxyvote.com together with any amendments to any of these documents.Voting ItemsBoardRecommendation1The election of the two Class I Director nominees identified in the accompanying proxy statement
FOR eachDirectornominee2The approval, on an advisory basis, of the compensation of the Named Executive OfficersFOR3The ratification of the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending June 30, 2019FORStockholders will also transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.VotingAnnual Meeting. For that reason, whether or notvirtual annual meeting. Even if you expect to attend in person,log into the virtual annual meeting, please vote your shares as promptly as possibleby telephone or by Internet,the internet or by signing, dating, and returning the proxy card mailed to you if you received a paper copy of this proxy statement.Attendance 1 NOTICE OF 2021 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS 2 PROXY SUMMARY 10 PROPOSAL 1: ELECTION OF CLASS I DIRECTORS 32 PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION Executive Compensation Process Other Key Compensation Practices STOCK OWNERSHIP INFORMATION OTHER INFORMATION Annual MeetingOn the daymeaning of the federal securities laws. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Factors that could cause actual results to differ materially from our forward-looking statements are included in our Annual Report on Form 10-K. Forward-looking statements speak only as of the date of this proxy statement. We disclaim any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.When Where Who Wednesday,
November 17, 2021
9:00 a.m. mountain time
meeting.com/RGLD2021 You are eligible to vote at the virtual annual meeting and any postponement or adjournment of the meeting if you are a holder of Royal Gold’s common stock at the close of business on September 20, 2021. Items of Business Board
Recommendation Proposal 1 FOR EACH DIRECTOR NOMINEE The election of the two Class I director nominees identified in the accompanying proxy statement Proposal 2 FOR The approval, on an advisory basis, of the compensation of our named executive officers Proposal 3 FOR The ratification of the appointment of Ernst & Young LLP as our independent registered public accountant for the fiscal stub period ending December 31, 2021 askedheld entirely online via live audio webcast due to signcontinued uncertainty around the COVID-19 pandemic and to support the health and wellbeing of our stockholders, directors, employees, and other stakeholders. You can attend and participate in with a valid picture identification such as a driver’s license or passport. Registration and seating will begin at 8:30 a.m. and the meeting by visiting www.virtualshareholdermeeting.com/RGLD2021, where authenticated stockholders will begin at 9:00 a.m. MST.mailingproviding our Notice“Notice of Internet Availability of Proxy MaterialsMaterials” to stockholders beginning on or about October 1, 2018, containing4, 2021. This document contains instructions on how toyou can access our proxy materials online. We are also mailing a full set of our proxy materials to stockholders who previously requested paper copies of the materials. Our proxy materials can also be viewed on our Company website at www.royalgold.com under “Investors – Financial Reporting – All SEC Filings.Proxy Materials.”
Bruce C. KirchhoffVice President,![[MISSING IMAGE: sg_margaretmccandless-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/sg_margaretmccandless-bw.jpg){kind=small}
1, 20184, 2021www.royalgold.com52021 PROXY STATEMENT 1 shouldto read the entire proxy statement before voting. For more complete information regarding the Company’s 2018our 2021 performance, pleasewe encourage you to review the Company’sour Annual Report on Form 10-K.![[MISSING IMAGE: tm2122690d2-icon_businesspn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_businesspn.jpg){kind=icon}
BUSINESS
MODEL ![[MISSING IMAGE: tm2122690d2-icon_goldpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_goldpn.jpg){kind=icon}
GOLD
FOCUSED ![[MISSING IMAGE: tm2122690d2-icon_growthpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_growthpn.jpg){kind=icon}
GROWTH Our business model gives investors exposure to a globally diversified portfolio of mining assets, including producing mines and development and exploration projects, without incurring the costs and risks associated with mine operations. 74% of our revenue in fiscal year 2021 was generated from gold. We prioritize investment in long-lived assets that we expect will provide our stockholders optionality to gold price and production and reserve growth. ![[MISSING IMAGE: tm2122690d1-icon_capitalpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-icon_capitalpn.jpg){kind=icon}
CAPITAL
DEPLOYMENT ![[MISSING IMAGE: tm2122690d1-icon_financiapn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-icon_financiapn.jpg){kind=icon}
FINANCIAL
STRENGTH ![[MISSING IMAGE: tm2122690d2-icon_retstockpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_retstockpn.jpg){kind=icon}
RETURN TO
STOCKHOLDERS We maintain a strong balance sheet that allows us to invest opportunistically at favorable times in the price cycle, often when counterparties most need financing. Our high-margin business model supports our preference to grow our business from cash flow from operations. We believe in paying a growing and sustainable dividend. PROPOSAL 
$76M 1 Strong financial performance with new records for revenue of $616 million, operating cash flow of $407 million, and earnings of $303 million Record $76 million returned to stockholders as dividends during fiscal year 2021, which is the 20th consecutive year of annual increases to our per-share dividend Robust production volume of 333,100 gold equivalent ounces (“GEOs”), which is calculated by dividing our reported revenue by the average gold price for the same period $1.2B $168M Maintained available liquidity of $1.2 billion as of June 30, 2021, representing $245 million in working capital and $1 billion credit facility availability Invested $168 million in new and existing projects we believe will provide significant growth potential over the coming years 2 ROYAL GOLD, INC. DIRECTORSDIRECTOR NOMINEES TO SERVE UNTIL THE 2024 ANNUAL MEETING 
![[MISSING IMAGE: tm2122690d2-icon_checkpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_checkpn.jpg){kind=icon}
Director Nominee
director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of Royal Gold. (see page 16 ►10) 
(see page 32) (see page 62) Class I Director Nominees to Serve until the 2021 Annual MeetingPROXY STATEMENT 3 of Directors is composedcomprised of seven membersdirectors divided into three classes, with each class serving a term of three years. The following table summarizes important information about each Directordirector nominee standing for re-electionelection to the Board for a three-year term expiring at our annual meeting in 2021.2024.Tony Jensen,56 
WILLIAM HEISSENBUTTEL JAMIE SOKALSKY Inside Director![[MISSING IMAGE: ph_williamheissen-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_williamheissen-bwlr.jpg)
Non-Independent director since 20042020
EXPERIENCE AND QUALIFICATIONS●Public company board service●•●•CEO/administrationoperationsenvironmental, social, and governance ("ESG") matters●Industry association participation●Corporate governance●Finance●Geology, geophysics and mining engineering●International business●Leadership●Reputation in the industry●Risk managementJamie C. Sokalsky,61
![[MISSING IMAGE: ph_jamiesokalsky-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_jamiesokalsky-bwlr.jpg)
Directordirector since 2015&and Finance Committee2two other public company boards
EXPERIENCE AND QUALIFICATIONS●•●•Business development and marketing●CEO/administration and operationsCorporate governance●Reputation in the industry●Corporate governance●CFO/Finance●Industry association participation●International business●Leadership●Risk management2018 Proxy Statement6Proxy SummaryOur Continuing Directors◇CLASS II DIRECTOR (TERM EXPIRES2019)Director Age Director
Since Current Position Independent Board Committees AF CNG 
William M. Hayes 73 2008 Chairman of the Board of Directors ◆ C 
Ronald J. Vance 66 2013 Retired Mining Executive ◆ C 
C. Kevin McArthur 63 2014 Executive Chair and a Director of Tahoe Resources Inc. ◆ ◆ 
Christopher M.T. Thompson 70 2014 Retired Mining Executive ◆ ◆ 
Sybil E. Veenman 55 2017 Retired Mining Executive ◆ ◆ ◆Member CChairAttributes of Royal Gold Board of DirectorsINDEPENDENCEAVERAGE BOARD TENUREDIRECTOR QUALIFICATIONSAll Directors other than the CEO are independentThe average tenure for our Independent Directors’ service on our Board of Directors is approximately 5 yearsAmong other qualifications, every Director has substantial corporate governance, risk management and industry expertise◆◆◆◆◆◆◇◆◆◆◆1-4 years ◆◆◆◆◆◆◆◆5-9 years◆10+ yearswww.royalgold.com7Proxy SummaryDirector Qualifications and ExperienceDirector Qualificationsand ExperienceWilliam M.HayesTony A.JensenC. KevinMcArthurJamie C.SokalskyChristopherM.T. ThompsonRonald J.VanceSybil E.Veenman
Audit Committee Financial Expert◆◆◆
Board Service on Public Companies◆◆◆◆◆◆◆
Business Development and Marketing◆◆◆◆◆◆
CEO/CFO Experience◆◆◆◆◆
Corporate Governance Experience◆◆◆◆◆◆◆
Finance Experience◆◆◆◆◆◆
Geology, Geophysics and Mining Engineering◆◆
Industry and Mining Experience◆◆◆◆◆◆◆
Industry Association Participation◆◆◆◆◆
International Business Experience◆◆◆◆◆◆◆
Leadership Experience◆◆◆◆◆◆◆
Legal and Compliance Experience◆
Reputation in the Industry◆◆◆◆◆◆◆
Risk Management◆◆◆◆◆◆◆2018 Proxy Statement8Proxy SummaryCorporate Governance Best Practices Highlights
Current Position Age Director
Since Independent Board Committees
Finance
(“AF Committee) Compensation,
Nominating, and
Governance
(“CNG Committee”) CLASS II DIRECTORS (TERM EXPIRES 2022) ![[MISSING IMAGE: ph_williamhayes-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_williamhayes-bwlr.jpg){kind=small}
76 2008 ![[MISSING IMAGE: tm2122690d2-icon_indepenpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_indepenpn.jpg){kind=icon}
![[MISSING IMAGE: tm2122690d2-icon_commpn.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_commpn.gif){kind=icon}
![[MISSING IMAGE: ph_ronaldvance-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_ronaldvance-bwlr.jpg){kind=small}
68 2013 ![[MISSING IMAGE: tm2122690d2-icon_compenpn.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_compenpn.gif){kind=icon}
CLASS III DIRECTORS (TERM EXPIRES 2023) ![[MISSING IMAGE: ph_fabiana-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_fabiana-bwlr.jpg){kind=small}
56 2020 ![[MISSING IMAGE: ph_kevinmcarthur-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_kevinmcarthur-bwlr.jpg){kind=small}
66 2014 ![[MISSING IMAGE: ph_sybilveenman-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_sybilveenman-bwlr.jpg){kind=small}
58 2017 4 ROYAL GOLD, INC. ![[MISSING IMAGE: tm2122690d3-icon_corpgovpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_corpgovpn.jpg){kind=icon}
AND PROMOTE LONG-TERM STOCKHOLDER VALUE ●•●Six of seven Directors are independent, including the Board Chairman and all AF and CNG Committee members●•years;yearsIndependent Director tenure is approximately 5 yearsone outside public company board●•Average Director service on outside boards is one board●•Thorough orientation program for new Directors●Annual internal Director education program; opportunities for external programs; periodicEncourage continuing director education; quarterly regulatory and governance updates●Independent Directors meet regularly without management present ●•Significant Director and executive officer stockholding requirements●Board oversight of robust Enterprise Risk Management Program, including cybersecurity●Directors reaching age 72 submit offer of resignation which the Board has discretion to accept or reject●Majority voting in uncontested Director elections●All Audit and Finance Committee members are considered Audit Committee Financial Experts●Active annual stockholder engagement●Strong link between executive officer compensation and Company performance●Annual advisory say on pay vote●Anti-hedging and anti-pledging policies for all Directors and executive officers●Annual Board and Committee self-evaluationscommittee self-assessments●• and no exciseor tax gross-ups for executive officers●•re-pricingrepricing without stockholder approval●•ManagementDirector succession planning is an important Board prioritypledging company stock www.royalgold.com9![[MISSING IMAGE: tm2122690d1-bc_boardpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-bc_boardpn.jpg)
![[MISSING IMAGE: tm2122690d1-tbl_otherpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-tbl_otherpn.jpg)
Proxy Summary ![[MISSING IMAGE: tm2122690d1-pc_agepn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-pc_agepn.jpg)
PROPOSAL 2![[MISSING IMAGE: tm2122690d1-pc_diversitypn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-pc_diversitypn.jpg)
ADVISORY VOTE ON EXECUTIVE COMPENSATION The Board recommends you voteFOR this proposalpage 33 ►TENURE![[MISSING IMAGE: tm2122690d2-pc_tenurepn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-pc_tenurepn.jpg)
2018 Compensation FrameworkThe Company’s total direct executive compensation program includes base salary, a short-term cash incentive and long-term equity incentives. The majority of target compensation (80% of CEO pay and 68% of NEO pay) is offered in variable pay, with an emphasis on long-term equity, to best align our executives’ interests with our stockholders’ interests:
*Does not include certain payments made to Mr. Wenger pursuant to his Employment Agreement upon separation from service to the Company effective June 8, 2018. 5 2018 Proxy Statement10Proxy Summary2018 Company Performanceof Directorsseeks to nominate directors with diverse qualifications and management continue to demonstrate deep commitment to increasing long-term stockholder value and returning capital to stockholders, as evidenced by some of the Company’s significant achievements during fiscal year 2018:●We achieved record revenue of $459 million on record production volume of 289,300 Net Gold Equivalent Ounces (“Net GEOs,” calculated as the Company’s reported revenue less reported costs of sales, divided by the average gold price for the applicable period. See page 40 for the calculation of Net GEOs for purposes of determining short-term incentive awards).●We achieved record operating cash flow of $329 million.●We returned a record $64 million (19% of operating cash flow) to stockholders in the form of dividends, representing a 4.4% increase over the prior year. The Company has paid a dividend since calendar 2000 and increased it in each of the last 18 years.●We repaid the remaining $250 million outstanding on our revolving credit facility, leaving the full $1 billion in borrowing capacity available for portfolio growth at June 30, 2018.●We continued investing in exploration and engineering at the PGJV, and acquired beneficial ownership of approximately 13.2% of the common stock of our joint venture partner, Contango ORE, Inc.●We acquired an additional 1.75% Net Smelter Return (“NSR”) royalty interest at the Mara Rosa project in Brazil, adding to a previously-acquired 1% NSR and showing support for the operator’s development efforts.●We ended fiscal 2018 with a total stockholder return of 20.2%, beating the S&P 500, the price of gold and gold equity indices, despite relatively flat average gold prices.www.royalgold.com11
experience that align with our business strategy.![[MISSING IMAGE: tm2122690d1-tbl_skillpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-tbl_skillpn.jpg)
Proxy SummaryPay for Performance AlignmentThese Short- andLong-Term IncentivePerformance Measures…
Are Designed to PromoteAchievement of these Elements ofour Business StrategyFor Fiscal Year 2018, thisLevel of Achievement…Produced this Level of Short- andLong-Term Incentive Award or VestingShort Term IncentiveOCF v GDX ConstituentsFinancial flexibility and discipline; ability to deploy capital153% of Performance Measure TargetAwards were made at or slightly below the mid-point of each NEO’s short-term incentive range.Net GEO ProductionGold-focused; ability to deploy capital119% of Performance Measure TargetCost ContainmentFinancial flexibility and discipline27% of Performance Measure TargetCapital DeploymentCapital deployment0% of Performance Measure TargetPeak Gold JVGrowth100% of Performance Measure TargetFinancial StrengthFinancial flexibility and discipline100% of Performance Measure TargetVoisey’s Bay LitigationAbility to deploy capital150% of Performance Measure TargetIndividual PerformanceManagement development; succession planningVariable by NEOLong Term IncentiveISO/SARsReturn to stockholdersRestricted StockRetention of quality management>$240M Net RevenuePermits vesting of restricted stock awarded for FY 2018, subject to service requirement.Performance Stock-GEO SharesGrowth through acquisitions and resource expansion289,300 Net GEOsIncremental vesting of GEO Shares awarded for FY2016 and FY2017; no GEO Shares awarded for FY2018 vestedPerformance Stock-TSR SharesReturn to stockholders20.2% 1-Year TSR; 80th PercentileIncremental vesting of TSR Shares awarded for FY2016, FY2017 and FY2018See detailed discussion of short-term and long-term incentive Performance Measures, awards and vesting at pages 40-44.2018 Proxy Statement12Proxy SummaryCompensation Best PracticesOur largest stockholders concur that many components of our existing executive compensation plan align well with governance best practices and the best interests of our long-term stockholders. The following are representative practices we do and do not employ:WE DO
Pay for Performance: Over 80% of our CEO’s and 68% of our other NEOs’ total direct compensation for fiscal 2018 was variable and not guaranteedUtilize multiple performance measures for both short- and long-term incentive programsThe Board of Directorssets challenging short- and long-term goals focused on growth and generating long-term returns for stockholdersEstablish target and maximum awards in our short- and long-term incentive programsUtilize a formulaic scorecard for short-term incentivesUse a peer group of gold-focused companies of comparable market capitalization and correlation to gold prices to benchmark performance and compensation levelsTarget NEO total direct compensation at mean of our peer groupRequire the Company’s executive officers to meetrobust stock ownership guidelines to assure that their interests are aligned with those of our stockholdersApply a“double trigger” to vesting equity awards made under the 2015 LTIP in the event of a change-in-control. This means that vesting of these awards is accelerated upon a change-in-control only if the executive is also terminated under certain circumstances or if outstanding awards are not assumed by the acquirer following a change-in-controlEngage annually with stockholders to solicit feedback on our compensation and governance programs and any other areas of concernContinually monitor our compensation program to assess and mitigate any compensation-related risksMaintain the strict independence of the CNG Committee members and ensure that theindependent compensation consultant reports directly to the CNG Committee rather than managementAllexecutives mayparticipate in retirement plans on the same terms as other eligible employeesWE DON’T
Guarantee salary increases or annual short-term incentive payments for our NEOsProvide perquisites or other special benefits to the executive officersPermit re-pricing of stock options without stockholder approvalProvide for excise tax gross-ups of any kind, including for change-in-control payments, in employment agreementsPermit executive officers or Directors to hedge or pledge Royal Gold stockMaintain a defined benefit pension plan or any special executive retirement plans![[MISSING IMAGE: tm2122690d1-pg_socialpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-pg_socialpn.jpg)
www.royalgold.com132021 PROXY STATEMENT 7 Proxy SummaryCompensation of Named Executive OfficersStockholders are asked to approve, on an advisory basis, the compensation of our Named Executive Officers (“NEOs”). potential target compensation package for fiscal year 20182021 for each NEO.our named executive officers (“NEOs” or “executives”). Please see the Summary Compensation Table and accompanying footnotes beginning on page 4952 for additional information. All amounts are in dollars. Name and Principal Position Salary Bonus Non-Equity
Incentive Plan
Compensation Stock
Awards Option
Awards All Other
Compensation Total
Compensation William Heissenbuttel President and CEO 670,000 570,000 1,133,532 635,793 32,956 3,042,281 Mark Isto
EVP and COO, Royal Gold Corp 501,900 46,800 319,800 597,986 335,135 36,637 1,838,258 Daniel Breeze
VP Corp Dev, RGLD Gold AG 381,000 269,500 456,366 255,750 42,877 1,405,493 Paul Libner
CFO and Treasurer 350,000 226,000 396,148 222,911 40,010 1,235,069 Randy Shefman
VP and GC 335,000 30,000 218,000 333,421 187,719 30,719 1,134,859 this Proxy Statement for more information.Name and Principal Position Salary
($)Non-Equity
Incentive Plan
Compensation
($)Stock and
Option Awards
($)All Other
Compensation
($)Total
($)Tony Jensen
President and Chief Executive Officer750,000 750,000 2,373,172 32,738 3,905,910 Stefan Wenger
Former Chief Financial Officer and Treasurer427,583 — 550,192 822,294 1,800,069 William Heissenbuttel
Chief Financial Officer and
Vice President Strategy485,000 355,000 854,129 37,370 1,731,499 Mark Isto
Vice President Operations390,000 276,000 801,905 30,601 1,498,506 Bruce C. Kirchhoff
Vice President, General Counsel
and Secretary400,000 299,000 664,519 32,171 1,395,690
base salary, a short-term cash incentive, long-term equity incentive awards, and modest fixed benefits. The majority of target compensation is performance-based and not guaranteed. We also emphasize long-term equity to better align our executives’ interests with our stockholders’ interests: Element When Fiscal Year 2021
Performance
Measures Measuring
Period How Payout
Determined Other
NEOs PROPOSAL![[MISSING IMAGE: tm2122690d1-bc_ceopn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-bc_ceopn.jpg)
Salary Reviewed
annually Individual experience and performance Ongoing Benchmarking; individual experience and performance ![[MISSING IMAGE: tm2122690d1-bc_neospn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-bc_neospn.jpg){kind=small}
3RATIFICATION OF ERNST & YOUNG LLP AS AUDITOR FOR 2019The Board recommends you vote FOR this proposalpage 57 ► Short-Term Incentive Important Dates for 2019 Annual Meeting Awarded
annually Financial, operational, strategic, and individual measures (page 41) 1 year CNG Committee verification of Stockholdersperformance as compared to preestablished measuresStockholder proposals submitted for inclusion in our 2019 proxy statement pursuant to SEC Rule 14a-8 must be received by us by June 5, 2019.Proposals to be presented at the 2019 Annual Meeting of Stockholders outside of SEC Rule 14a-8 must be received by us between July 17, 2019 and August 16, 2019.2018 Proxy Statement 14 Stock Options
and SARs Awarded
annually Stock performance and service conditions (page 43) 1- to 3-year
vesting Stock performance Restricted
Shares Service conditions (page 43) 3- to 5-year vesting Continued service through vesting period Performance
Shares (GEOs) Growth in annual net GEOs and service conditions (page 43) Annually
up to year 5 CNG Committee verification of performance as compared to preestablished measures Performance Shares (TSR) Total shareholder return (“TSR”) percentile compared to constituents of the VanEck Vectors® Gold Miners ETF (“GDX”) and service conditions (page 43) 1 and 3 years Benefits 8 ROYAL GOLD, INC. 5NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Short- and Long-
Term Performance
Measures ![[MISSING IMAGE: tm2122690d3-icon_trianglepn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_trianglepn.jpg){kind=icon}
Designed to
Promote Achievement
of our Business
Strategy Fiscal Year
2021 Achievement Results 6PROXY SUMMARY Short-Term Incentive Stockholder Return vs. Royalty Peer Group Stockholder return 0% of target opportunity Net GEO Production Gold-focused portfolio; capital deployment 119% of target opportunity Net GEO Reserves Gold-focused portfolio; capital deployment 30% of target opportunity Expense Control Financial flexibility and discipline 200% of target opportunity Liquidity Financial flexibility and discipline 100% of target opportunity Asset Integrity Asset quality; financial flexibility 100% of target opportunity Individual
Performance Management development; succession planning Varied by NEO PROPOSAL 
Stock Options and
SARs Stockholder return 21% decrease in stock price from August 2020 grant date to first annual vesting date in August 2021 16ELECTION OF CLASS I DIRECTORSRestricted Shares Executive retention 17BoardPerformance Shares (GEO) Growth 264,406 net GEOs Actual net GEOs did not meet preestablished goals under awards granted in 2016-2019, but met preestablished goals under awards granted in 2020, so a limited number of DirectorsGEO shares vested for FY 2021 25The Board’s Role and ResponsibilitiesPerformance Shares
(TSR) Stockholder return 27Board Structure291-year TSR at 57th, 59th, and 55th percentiles under awards granted in August 2018, 2019, and 2020, respectivelyBoard Practices, Processes Permitted vesting of a number of shares between threshold and Policies30target under 1-year TSR awards granted in August 2018, 2019, and 2020Director CompensationPROPOSAL
33ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS33Compensation, Nominating and Governance Committee Report34Compensation Discussion and Analysis34Executive Summary39Elements of Total Direct Compensation45Annual Compensation Process47Key Compensation Policies and Practices49Executive Compensation Tables56Other Compensation MattersPROPOSAL
57RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS FOR 201958Audit and Finance Committee Report59STOCK OWNERSHIP INFORMATION59Security Ownership of Certain Beneficial Owners and Management60Section 16(a) Beneficial Ownership Reporting Compliance61OTHER INFORMATION61Other Business61Stockholder Proposals61Annual Report on Form 10-K61Stockholders Entitled to Vote as of Record Date62Internet Availability of Proxy Materials62Voting your Shares62Revocation of Proxy or Voting Instruction Form62Quorum and Votes Required to Approve Proposals63Tabulation of Votes63Solicitation Costswww.royalgold.com152021 PROXY STATEMENT 9 1ELECTION OF CLASS I DIRECTORSTheOur Board of Directors unanimously recommends a vote FOR each of the Class I Director Nomineesdirector nominee. ![[MISSING IMAGE: tm2122690d3-icon_checkpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_checkpn.jpg){kind=icon}
The Company’s of Directors consists of seven directors divided into three classes of Directors, with eachclasses. Each class of Directors servingserves for a staggered three-year term andterm. The Class I directors elected at our 2021 annual meeting will serve until our 2024 annual meeting or until their successors are duly elected and qualified. The Company’s currentqualified or their earlier death or resignation. Our Board has nominated William Heissenbuttel and Jamie Sokalsky to stand for election as Class I Directors, whodirectors at our 2021 annual meeting. Messrs. Heissenbuttel and Sokalsky are standing for re-electioncurrently serving on our Board. Mr. Sokalsky was most recently elected by stockholders at theour 2018 Annual Meeting, are Messrs. Jensen and Sokalsky; the Class II Directors are Messrs. Hayes and Vance; and the Class III Directors are Ms. Veenman and Messrs. McArthur and Thompson.If the proxy is properly completed and received in time for the Annual Meeting, and if the proxy does not indicate otherwise, the represented shares will be voted “FOR” Tony A. Jensen and Jamie C. Sokalsky. If any nominee for electionannual meeting. Mr. Heissenbuttel was appointed by our Board as a Class I Director should refuse ordirector in January 2020 when he was appointed as our President and CEO. Each nominee was nominated by our Board based on the recommendation of the CNG Committee. In making these nominations, our Board and CNG Committee considered each nominee’s experience, qualifications, and skills as described below. Each nominee has consented to serve as a director if elected. We have no reason to believe that either nominee will be unable or unwilling for good cause to serve (an eventif elected. However, if that is not anticipated), the proxy willoccurs, proxies may be voted for another person nominated as a substitute nominee designated by the Board or the Board may reduce the number of Directors. directors.Class I Director elected shall serve until the 2021 Annual Meeting, or until his successor is elected and qualified.Vote Required for ApprovalThe Company’s Amended and Restated Bylaws (“Bylaws”) require that each Directordirector must be elected by the majority of votes cast at a meeting at which a quorum is present with respect to such Director in uncontested elections.present. This means that the number of shares voted “FOR”for a Director nominee must exceed the votes cast “AGAINST” that Director nominee. In a contested election (where the number of nominees exceedsshares voted against the number of Directorsnominee. Each nominee has tendered to be elected), the standard for election of Directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors. This year’s election is expected to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a Director is not elected at the Annual Meeting, Delaware law provides that the Director would continue to serve on the Board as a “holdover Director.” Under the Company’s Bylaws, each Director nominee who is serving as a Director has submitted a conditionalcontingent, irrevocable resignation that becomeswill become effective only if such Director is not electedthe nominee fails to receive the required majority vote and the Board accepts the resignation. In that situation,If a nominee does not receive a majority of the CNGCommittee wouldvotes cast, the CNG Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation or whether to takesome other action.action should be taken. The Board of Directors will act, ontaking into account the recommendation of the CNG Committee’s recommendationCommittee, and publicly disclose its decision and the rationale behind itits decision within 90 days fromafter the date of the certification of the election results. Absent a determination by the Board that it is in the best interest of the Company for a Director who fails to be elected to remain on the Board, the Board will accept the resignation. The Director who tenders his or her resignationdirector at issue will not participate in the discussion or decision of the BoardBoard. 10 ROYAL GOLD, INC. Directors. Ifindividuals with diverse qualifications and experience that align with our business strategy. Each director contributes a nominee who was not already serving as a Director failsdistinct perspective to receive a majoritypromote the best interests of votes cast with respect to his or her election at the Annual Meeting, Delaware law providesRoyal Gold and our stakeholders. Our CNG Committee has identified substantive areas of expertise that the nominee does not serve on the Board as a “holdover Director.” Each of the Class I Director nominees are currently serving on the Board of Directors.Information concerning the nominees for election as Directors is set forth below under “Board of Directors.”2018 Proxy Statement16![[MISSING IMAGE: tm2122690d2-icon_auditpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_auditpn.jpg){kind=icon}
Proposal 1Board of DirectorsBoard Composition and QualificationEvery Director of the Company has held significant leadership positions and has substantial experience in the international mining business, corporate governance and risk management, in addition to other qualifications and expertise responsive to the needs of the Board of Directors and the Company.
Audit Committee
Financial Expert All members of the Audit and FinanceAF Committee are Audit Committee Financial Experts. This experience assists ouraudit committee financial experts. These directors in understanding, advisingunderstand, advise on, and overseeingoversee our capital structure, financefinancing and investing activities, as well as our financial reporting, and internal controls. 
![[MISSING IMAGE: tm2122690d2-icon_boardpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_boardpn.jpg){kind=icon}
Board Service on
at Other Public
CompaniesService on the boards and board committees of Board service at other public companies provides additional understanding of corporate governance practices and trends, and further insight into board management, including relations between the board, the CEO andoversight of senior management, agenda setting and succession planning. 
![[MISSING IMAGE: tm2122690d2-icon_developn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_developn.jpg){kind=icon}
Business
Development
and Marketing Prior responsibilitiesresponsibility for “growing the business”growth and experiencestrategic decision making strategic decisions areis critical to the oversight of our business, including the assessmentdevelopment and developmentassessment of our core business strategy, planning, and marketing. 
CEO/![[MISSING IMAGE: tm2122690d2-icon_ceopn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_ceopn.jpg){kind=icon}
CEO or CFO
ExperienceExperience serving as CEO, CFO or other C-Level executive and the hands-on Hands-on leadership experience that comes with itas a CEO or CFO is valuable to unique organizations like Royal Gold in core management areas such as strategic planning, preparation and adherence to budgets, strategic planning, financial reporting, compliance, and risk management. 
![[MISSING IMAGE: tm2122690d2-icon_corppn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_corppn.jpg){kind=icon}
Corporate
Governance
Experience A deep understanding of thea board’s duties and responsibilities to all stakeholders enhances board effectiveness and ensures independent oversight that is aligned with stockholder interest.interests. 
![[MISSING IMAGE: tm2122690d2-icon_finanexppn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_finanexppn.jpg){kind=icon}
Finance
Experience A strong understanding of accountingfinance and financeaccounting is important for ensuring the integrity of our financial reporting, critically evaluating our performance, and ensuring our ability to grow the Company’sour stream and royalty portfolio. Our directors have a wealth of accounting, financial reporting and corporate finance experience. 
Geology, Geophysics and![[MISSING IMAGE: tm2122690d2-icon_indusminpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_indusminpn.jpg){kind=icon}
Industry,
Mining, Engineeringor
Geology ExperienceAs a company that evaluates, acquires and manages precious metal stream and royalty interests, we seek directors with knowledge and experience in geology, geophysics and mining engineering.
Industry andMining ExperienceExperience in the mining industry and with mine operations, mine finance, and the mining industry generally,geology gives valuable insight into the operational and financial issues facing our existing and potential future stream and royalty counterparties. 
![[MISSING IMAGE: tm2122690d2-icon_indusasspn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_indusasspn.jpg){kind=icon}
Industry
Association
Participation Many of our directors are or have been active members of global, national and regional mining industry associations includingsuch as the World Gold Council, National Mining Association, and Nevada Mining Association, giving them exposure to trends in the industry and others.continued visibility to decision-makers at global mining companies. 
![[MISSING IMAGE: tm2122690d2-icon_interbuspn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_interbuspn.jpg){kind=icon}
International
Business
ExperienceAll our Our directors possess valuablehave served as executives in a wide variety of global business experience,mining organizations, which we consider crucial to Royal Gold’s continued ability to grow itsprovides them with unique insight into growing a business globally. 
![[MISSING IMAGE: tm2122690d2-icon_leaderpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_leaderpn.jpg){kind=icon}
Leadership
Experience Skills developed from senior level positions in numerous organizations leading operational, technical, business development, accounting, finance, legal, and other teams are passed on to the Company’sour management team to foster talent growthdevelopment among the current and next generation of Companyour leadership. 
![[MISSING IMAGE: tm2122690d2-icon_legalpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_legalpn.jpg){kind=icon}
Legal and
Compliance
ExperienceWe value Our Board benefits from directors possessingwho possess a broad range of legal skills, including with respect to regulatory matters, policy and procedure formulation,negotiation, corporate compliance, litigation, and dispute resolution, negotiation, communication, compliance and governance, and board duties and function.resolution. 
![[MISSING IMAGE: tm2122690d2-icon_reputapn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_reputapn.jpg){kind=icon}
Reputation in the the IndustryAll of our Our directors are well-knownwell known in the industry and held in the highesthigh regard in our industry.by their peers. 
![[MISSING IMAGE: tm2122690d2-icon_riskpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_riskpn.jpg){kind=icon}
Risk Management In light of the Board’s role Our directors can support management in risk oversight, we seek directors who can help management recognize, managerecognizing, managing, and mitigate suchmitigating key risks such as safety, cybersecurity, regulatory compliance, competition, finance and financial reporting, brand integrity, talent development, and succession planning.Attributes of Royal Gold Board of DirectorsINDEPENDENCEAVERAGE BOARD TENUREDIRECTOR QUALIFICATIONSAll Directors other than![[MISSING IMAGE: tm2122690d2-icon_esgpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_esgpn.jpg){kind=icon}
Sustainability and ESG Experience with sound sustainability and ESG practices, including human capital management, helps to ensure that our business model is designed to be sustainable into the CEO are independentfuture.The average tenure for our Independent Directors’ service on our Board of Directors is approximately 5 yearsAmong other qualifications, every Director has substantial corporate governance, risk management and industry expertise◆◆◆◆◆◆◇◆◆◆◆1-4 years ◆◆◆◆◆◆◆◆5-9 years◆10+ years www.royalgold.com172021 PROXY STATEMENT 11 12 ROYAL GOLD, INC. ![[MISSING IMAGE: ph_jamiesokalsky-bwlr.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_jamiesokalsky-bwlr.gif)
Nominee (Term– term expires 2018)
President and Chief Executive Officer
Director (non-independent) since August 2004
Independent
Audit and Finance Committee Member
Audit Committee Financial ExpertQUALIFICATIONS AND EXPERIENCE
Board ServicePrevious serviceBACKGROUND CORE COMPETENCIES Mr. Sokalsky has served as Chairman of Probe Metals, Inc. (TSX-V: PRB) since 2016 and as a director of Agnico-Eagle Mines Ltd. (NYSE: AEM) since 2015. Mr. Sokalsky has over 25 years of progressive experience in the mining industry, starting in 1993 as Treasurer and Vice President of Barrick Gold Corporation, where he served as Chief Financial Officer from 1999 to 2012 and CEO, President, and a director from 2012 to 2014. Mr. Sokalsky served as Chairman of the Board of Probe Mines Limited from 2014 to 2016 and as a director of Pengrowth Energy Corporation (NYSE: PGH) from 2015 to 2018. Audit and Corporate Responsibility CommitteesGovernance Committee of Golden Star Resources Ltd. Currently a director and memberAgnico-Eagle, Chairman of the FinanceBoard and Compensation Committee and Nominating and Governance Committee of the National Mining Association. Currently a director and member of the Nominations Committee, and past chairman of the Compensation Committee, of the World Gold Council. Currently a member of the University Advisory Board, and past chairman and member of the Industrial Advisory Board, of the South Dakota School of Mines and Technology.
Leadership ExperienceExtensive operations, corporate, and executive experience managing professional teams and large work forces with Placer Dome, and current corporate and executive experience as President and CEO of Royal Gold.
Finance ExperienceCurrent member of NMA’s Finance Committee and past member of Golden Star’s Audit Committee. Prior experience as Director, Finance and Strategic Growth, and Treasurer of Placer Dome Latin America. Experience raising capital in the debt and equity markets for Royal Gold.
Industry, Mining and International Business ExperienceActive board memberships noted above, prior Chairman and Director of the Nevada Mining Association, Director of the Colorado Mining Association, and member of the University of Colorado Center for Commodities Advisory Board, as well as extensive industry, mining, acquisition, and international business experience through various roles with Royal Gold and Placer Dome, including a foreign assignment in Chile from 1995 to 1999.
OperationsPrior domestic and international experience as mine engineer, operations supervisor, and mine general manager while based at three mining operations for Placer Dome, as well as exploration, review, development and acquisition assignments at various other operations and properties.
Business Development and MarketingExtensive experience in corporate development for Royal Gold and Placer Dome.EDUCATION●Bachelor of Science degree in Mining Engineering from South Dakota School of Mines and Technology●Certificate in Finance from Golden Gate University in San Francisco◇CURRENT BOARD AND/OR EXECUTIVE POSITIONSRoyal Gold, Inc.President and Chief Executive Officer2006 to present◇PREVIOUS BOARD AND/OR EXECUTIVE POSITIONSRoyal Gold, Inc.President and Chief Operating Officer2003 to 2006Golden Star Resources Ltd. (TSX:GSC;NYSE MKT: GSS; GSE: GSR)Director2012 to 2017Cortez Joint VentureMine General Manager1999 to 2003Placer Dome Latin America●Director, Finance and Strategic Growth and Treasurer●SubGerente General de Operationes for Compania Minera Mantos de Oro, a subsidiary of Placer Dome Latin America1995 to 1999Placer Dome USVarious engineering, operational management and corporate experiencePrior to 19952018 Proxy Statement18Proposal 1*Jamie C. Sokalsky,61
Retired Mining ExecutiveClass I Director Nominee (Term expires 2018)Independent Director since August 2015Audit and Finance Committee MemberAudit Committee Financial ExpertQUALIFICATIONS AND EXPERIENCE
Board ServiceMember of the board of directors of Agnico-Eagle and is chairman of the board of Probe Metals. Mr. Sokalsky is aMetals, past director of Pengrowth Energy Corporation and the World Gold Council, and a past member of the International Council on Mining and Metals. 
Experiencefourseven public companies, twofive of which were precious metals mining companies.companies 
Experienceyears’years of experience in international gold mining, encompassing strategy, finance, operations, mergers, acquisitions, and investment.divestitures 
Experience●TheAudit committee financial expert as determined by our Board, of Directors determined that Mr. Sokalsky is an Audit Committee Financial Expert.●Extensiveextensive finance experience as treasurerCFO and subsequently CFOTreasurer of Barrick, Gold Corporation (“Barrick”).Chartered Professional Accountant designation 
Barrick.BarrickEDUCATION ●Bachelor Commerce degree (Honors) from Lakehead University●Chartered Professional Accountant designation◇CURRENT BOARD AND/OR EXECUTIVE POSITIONSAgnico-Eagle Mines Limited(NYSE:AEM)Director2015 to presentProbe Metals, Inc. (TSX-V:PRB)Chairman of the Board of Directors2015 to present◇PREVIOUS BOARD AND/OR EXECUTIVE POSITIONSPengrowth Energy Corporation(NYSE:PGH)Director2015 to 2018Angus Ventures Inc. (TSX-V:Gus.P)President2017 to 2018Barrick Gold Corporation●CEO and President●Executive roles including CFO and Executive Vice President2012 to 2014Various times from 1999 to 2012●Treasurer and Vice President1993 to 1999World Gold Council Director2012 to 2014 and International Council on Mining and Metals Member2012 to 2014 2021 PROXY STATEMENT 13 ![[MISSING IMAGE: ph_williamhayes-bwlr.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_williamhayes-bwlr.gif)
www.royalgold.com
Chairman of Board of Directors since 2014
Director since 2008
Independent
Chairman of Audit and Finance Committee
Audit Committee Financial Expert 19 BACKGROUND CORE COMPETENCIES Proposal 1OUR CONTINUING DIRECTORSWilliam M. Mr. Hayes 73
Retired Mining ExecutiveDirectorsTethyan Copper Company since May 2014Class II Director (Term expires 2019)Independent Director since January 2008Audit Committee Financial ExpertChairman of the Audit and Finance CommitteeQUALIFICATIONS AND EXPERIENCELeadership, Finance and International Business Experience●The Board of Directors determined that2007. Mr. Hayes is an Audit Committee Financial Expert.●Prior servicehas over 30 years of progressive experience focused on mining. Mr. Hayes retired from Placer Dome Inc., where he served as Executive Vice President for U.S. and Latin America, Placer Dome; Executive Vice President, Project Development and Corporate Relations, Placer Dome;Affairs from 2004 to 2006, Executive Vice President for USA and Treasurer, Placer Dome;Latin America from 2000 to 2004, and Regional TreasurerExecutive Vice President for Latin America from 1994 to 2000. Mr. Hayes also worked as an executive, including Chief Financial Officer, for various mining operations in Latin America since 1988. Controller, Exxon Minerals.Sustainability 
Experience
Association Participation Experience, and five development projects in the U.S., Chile, Dominican Republic, and Africa.Africa affairs.affairsEDUCATION ●Bachelor ArtsCompensation Committee and MasterNominating and Governance Committee of Arts degreeAntofagasta PLC 14 ROYAL GOLD, INC. ![[MISSING IMAGE: ph_fabiana-bwlr.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_fabiana-bwlr.gif)
Director since 2020
Independent
Audit and Finance Committee Member
Audit Committee Financial Expert BACKGROUND CORE COMPETENCIES Ms. Chubbs has served as a director of Lithium Americas Corp. (TSX and NYSE: LAC) since June 2019. Ms. Chubbs served as Chief Financial Officer of Eldorado Gold Corporation from 2011 to April 2018. She joined Eldorado in International Management from2007 and led treasury and risk management functions until accepting the American Graduate SchoolChief Financial Officer position. Prior to Eldorado, Ms. Chubbs was a Senior Manager with PwC Canada. During her ten years at PwC Canada, she specialized in audits of International Management●Bachelor of Arts degreepublic mining and technology companies. Ms. Chubbs started her career in Political Scienceher native Argentina, with experience divided between PwC Argentina and IBM. Ms. Chubbs holds dual degrees from the University of San Francisco◇Buenos Aires, including a Certified Public Accountant bachelor’s degree and a Bachelor of Business Administration degree. She is a Chartered Public Accountant in Canada.CURRENT BOARD AND/OR EXECUTIVE POSITIONSAntofagasta PLC:(LON:ANTO), an FTSE 100 Company listed on the London Stock Exchange engaged in mining, transportation, water distribution and energy●Director●Member of Safety and Sustainability Committee◇PREVIOUS BOARD AND/OR EXECUTIVE POSITIONSAntofagasta PLC●Senior Independent Director, Audit Committee ChairmanBoard Service; Risk Management and Corporate Governance●Former memberChair of the Audit Committee and Risk Remuneration and Talent Management,Vice Chair of the Governance, Nomination, Compensation, and Nomination and Governance Committees●Chairman and DirectorLeadership Committee of Tethyan Copper Company, a 50-50 joint venture between Antofogasta and Barrick related to the Reko Diq Project in PakistanLithium AmericasVarious times since 2006Placer Dome Inc.●Executive VP for Project Development and Corporate Affairs2004 to 2006 ●Executive VP for USA and Latin America2000 to 2004 ●Executive VP for Latin America1994 to 2000 ●VPFinanceTreasurerSenior Manager with PwC, chair of the Audit Committee and Risk of Lithium Americas, member of Financial Executives International (FEI Canada) and the Institute of Corporate Directors1991 to 1994Compania Mantos de Oro (La Coipa) and Compania Minera Zaldivar (Zaldivar Mine)President2000 to 2004Mantos de Oro, Chile at the La Coipa mine●Chief Executive Officer●Chief Financial Officer1995 to 19991988 to 1991Exxon CorporationVarious financial positions1972 to 19872018 Proxy Statement20Proposal 1C. Kevin McArthur,63
2021 PROXY STATEMENT 15 ![[MISSING IMAGE: ph_kevinmcarthur-bwlr.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_kevinmcarthur-bwlr.gif)
Executive Chair and a Director of Tahoe Resources Inc.(Term– term expires 2020)Independent 2023
Director since March 2014
Independent
Compensation, Nominating, and Governance Committee MemberQUALIFICATIONS AND EXPERIENCEBACKGROUND CORE COMPETENCIES Mr. McArthur has served as Chairman of the Board ServiceDirector of TahoeBoart Longyear Limited (ASX: BLY) since 2009,September 2019 and a director of First Quantum Minerals Ltd. (TSX: FM) since May 2021. Mr. McArthur previously served as a director of Pan American Silver Corp. (Nasdaq and TSX: PAAS) from February 2019 to May 2020. Mr. McArthur has over 40 years of progressive experience focused on mining. Mr. McArthur retired from Tahoe Resources Inc. where he served as a director and Chief Executive Officer from 2009 to 2015 and Executive Chairman from 2015 to February 2019. Prior to joining Tahoe Resources, Mr. McArthur was President and Chief Executive Officer of Glamis Gold Ltd. from 1996 to 2006 when it was purchased by Goldcorp Inc., where Mr. McArthur served as President and Chief Executive Officer and a director until his retirement in 2008. Pembrook. Prior Board assignments included servingPembrook Mining Corp, prior service as Chairman of the chairman of: thefollowing committees: Pembrook audit committee, theAudit Committee, Pembrook and Consolidated Thompson governance committees, theGovernance Committees, Cloud Peak health, safety, environmentHealth, Safety, Environment, and communities committeeCommunities Committee, and the Consolidated Thompson special committeeSpecial Committee during an M&A transaction, as well as serving on theprior member of Pembrook and Consolidated Thompson compensation committeesCompensation Committees and the Cloud Peak governanceGovernance and nominating committees.Nominating Committees Service a president and CEO of international mining companies since 1998. He founded and is1998, founder, former Executive Chair, and a director, and also served as President, and CEO of Tahoe. He served asTahoe Resources, former President, CEO, and a director of Goldcorp;Goldcorp, former President and CEO of Glamis Gold, and as aformer director of Consolidated Thompson, Cloud Peak, and Pembrook.Pembrook Mining Experience
Geology1920 years of CEO experience in the mining business;business and over 3740 years of operational, senior management, and executive experience in the mining industry, including mine financing, mine construction, andmine operations, mining engineering, and geology, Bachelor of Science degree in Mining Engineering from University of Nevada acquisitions.International Mining ExperienceVarious years of experienceacquisitions through various roles in projects, and the executive management of international operations including Chili,in Chile, Spain, Canada, Mexico, Honduras, Guatemala, Peru, Argentina, and Panama. 
California. Includes nineCalifornia, including 9 years in a variety of mine operations positions and ten10 years as Mine General Manager.mine general manager 
Corporate GovernanceChair of Consolidated Thompson Iron Ore Ltd Governance Committee from 2009-2011.Gold.Gold 16 ROYAL GOLD, INC. ![[MISSING IMAGE: ph_ronaldvance-bwlr.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_ronaldvance-bwlr.gif)
EDUCATION
Director since 2013
Independent
Chairman of Compensation, Nominating, and Governance Committee Bachelor of Science degree in Mining Engineering from the University of Nevada◇CURRENT BOARD AND/OR EXECUTIVE POSITIONSTahoe Resources Inc.●Executive Chair2015 to present CORE COMPETENCIES (NYSE:TAHO; TSX)●Director2009 to present●CEO2015 to 2016●President and CEO2009 to 2014●Vice Chair and CEO2014 to 2015◇PREVIOUS BOARD AND/OR EXECUTIVE POSITIONSTahoe Resources Inc.●CEO2015 to 2016●President and CEO2009 to 2014●Vice Chair and CEO2014 to 2015Goldcorp Inc. (TSX:LG; NYSE:GG)President, CEO and Director2006 until 2008 retirementGlamis Gold Ltd.President and CEO1998 until Goldcorp acquisition in 2006Consolidated Thompson Iron Mines Limited (TSX:CLM)Director2009 to 2011Cloud Peak Energy Inc. (NYSE:CLD)Director2009 to 2010Pembrook Mining CorpDirector2009 to 2014BP MineralsHomestake Mining CompanyVarious operating and engineering positionsPrior to 1998www.royalgold.com21Proposal 1Christopher M.T. Thompson,70
Retired Mining ExecutiveClass III Director (Term expires 2020)Independent Director since May 2014Audit and Finance Committee MemberAudit Committee Financial ExpertQUALIFICATIONS AND EXPERIENCEBoard ServiceCurrently a member of the Audit and Finance Committee and a Director of Royal Gold. Also currently a member of the board of Jacobs Engineering, and a member of the Colorado School of Mines Foundation Board of Governors. Previously, heMr. Vance served as a director of Teck Resources and of Golden Star, and he served as chairman of Gold Fields Limited and was chairman of the World Gold Council.Leadership ExperienceExtensive board and CEO experience with international mining organizations since 1985 and board experience serving as a director for over 25 public gold mining companies.International Mining ExperienceMore than 40 years’ experience in international gold producing operations, gold mining investment and venture capital fields.Finance Experience●The Board of Directors determined that Mr. Thompson is an Audit Committee Financial Expert.●Extensive experience evaluating new mining projects; member of the audit committee for Jacobs Engineering; founder and CEO of Castle Group which managed three venture capital funds that employed various structures, including royalties, to finance development of new gold mines.Business Development and MarketingExtensive experience in corporate development for Gold Fields, Castle Group and numerous board positions.EDUCATION●Bachelor degree in law and economics from Rhodes University, South Africa●Master’s degree in Management Studies from Bradford University in the United Kingdom◇CURRENT BOARD AND/OR EXECUTIVE POSITIONSJacobs Engineering Group Inc.(NYSE:JEC)Director2012 to present◇PREVIOUS BOARD AND/OR EXECUTIVE POSITIONSTeck Resources Limited(NYSE:TECK)Director2003 to 2014Golden Star Resources (TSX:GSC; NYSE MKT:GSS; GSE:GSR)Chairman2010 to 2015Gold Fields Limited●Chairman of the Board1998 to 2005●Chairman and CEO1998 to 2002World Gold CouncilChairman of the Board2002 to 2005Castle GroupFounder and CEO1992 to 19982018 Proxy Statement22Proposal 1Ronald J. Vance,66
Board Chairman of Southern Peaks Mining LPClass II Director (Term expires 2019)Independent Director since April 2013ChairmanL.P. in 2018. Mr. Vance has over 40 years of the Compensation, Nominating & Governance CommitteeQUALIFICATIONS AND EXPERIENCEBoard ServiceCurrently a member of the CNG Committeeexperience in mining and acorporate development. Mr. Vance retired from Teck Resources where he served as Senior Vice President, Corporate Development from 2006 to 2014. Prior to joining Teck Resources, Mr. Vance worked as Managing Director of Royal Gold. Experience●Expertise in capital markets, finance, and mergers, and acquisitions in the mining industry,●Expertise expertise in managing the generation, negotiation, and execution of complex, large-scale transactions.●Experiencetransactions, experience building strategic commercial relationships with a broad range of international companies and developing and executing corporate and structured financing arrangements.arrangements Experienceindustry.industry metals.metals Directordirector of the Gold Institute and World Gold Council;Council and past member of Denver Gold Group and various trade association committees.committeesEDUCATION●Bachelor of Arts degree from Hobart College●Master of Business Administration degree from Columbia University◇PREVIOUS BOARD AND/OR EXECUTIVE POSITIONS2021 PROXY STATEMENT 17 Teck Resources (NYSE:TECK)Senior Vice President, Corporate Development2006 to 2014Rothschild Inc.Managing Director/Senior Advisor2000 to 2005Rothschild (Denver) Inc.Managing Director1991 to 2000Newmont Mining Corporation●Vice President Project Development![[MISSING IMAGE: ph_sybilveenman-bwlr.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_sybilveenman-bwlr.gif)
1989 to 1991 ●Vice President Marketing1983 to 1989Amax Copper Inc.Director, Copper Sales and Manager, Specialty Copper Sales1978 to 1983www.royalgold.com23Proposal 1Sybil E. Veenman,55
Retired Mining Executive(Term– term expires 2020)Independent 2023
Director since January 2017
Independent
Compensation, Nominating, and Governance Committee MemberQUALIFICATIONS AND EXPERIENCE
Board ServiceCurrentlyBACKGROUND CORE COMPETENCIES Ms. Veenman has served as a director of Major Drilling Group International Inc. (TSX: MDI) since December 2019 and NexGen Energy Ltd. (NYSE: NXE) since August 2018. Ms. Veenman previously served as a director of IAMGOLD Corporation (NYSE: IAG) from 2015 to May 2021 and Noront Resources Ltd. (TSX-V: NOT) from 2015 to February 2020. Ms. Veenman has over 25 years of progressive experience in the mining industry. Most recently, she served in various officer positions at Barrick Gold Corporation from 1994 to 2014, including Senior Vice President and General Counsel and a member of the CNG Committee and a Directorexecutive leadership team from 2010 to 2014. Royal Gold. Independent Director of IAMGOLD, NorontMajor Drilling Group International Inc. and NexGen Energy Ltd.Ltd, prior director of IAMGOLD Corporation and Noront Resources 
Chair Safety, and Environmentand chairprior Chair of Compensation, Governance, and Nominating Committee of Noront;Noront, completed Institute of Corporate Directors, Director Education Program and achieved ICD.D designation, from the Institute; played key role in review and restructuring of governance practices and policies at Barrick following adoption of Sarbanes-Oxley Act.Act 
Experiencecontinents.continents 
ExperienceServed asExecutive Leadership Teamexecutive leadership team of Barrick;Barrick, General Counsel of Barrick, heading global legal department comprised of approximately 35 lawyers in 11 countries.countries 
Previouslyincluding:including legal support of mergers and acquisitions and debt and equity financings;financings, management of litigation;litigation, and development and oversight of key compliance policies and programs;programs and joint oversight responsibility for enterprise risk management, security and asset protection, and community, health, environment, safety, and security audit functions; and engaged in private practice with a focus on corporate/commercial, mergers and acquisitions, and securities. Joint oversight responsibility for enterprise risk management, security/asset protection and community, health, environment, safety and security audit functions at Barrick.securities 
Reputation in the IndustryOver 20 major international mining company.EDUCATIONBachelorcompensation, sustainability, and ESG matters as previous General Counsel of Laws degree from the UniversityBarrick and a member of Toronto, admitted to Ontario Bar in 1989 ◇CURRENT BOARD AND/OR EXECUTIVE POSITIONS ROYAL GOLD, INC. NexGen Energy Ltd. (NYSE: NXE)Independent DirectorAugust 2018 to presentIAMGOLD Corporation (NYSE:IAG)●Independent Director●MemberOur Board has determined that each of Safety, Environmental and Reserves Committee●Chair of Nominating and Corporate Governance Committee2015 to presentNoront Resources Ltd. (TSX:V:NOT)●Independent Director●Chairmanour directors, other than Mr. Heissenbuttel, is independent under the rules of the Compensation, GovernanceSecurities and Nominating Committee●MemberExchange Commission (“SEC”) and the listing standards of the Environmental, Health, Safety and Sustainability Committee2015 to present◇PREVIOUS BOARD AND/OR EXECUTIVE POSITIONSBarrick Gold Corporation (NYSE:ABX)●Senior Vice President, General Counsel and Member of Executive Leadership Team2010 to 2014●Various roles including Vice President Associate General Counsel and Senior Vice President Associate General Counsel1994 to 2010Lac Minerals Ltd.Associate General Counsel and Secretary1994Fasken Campbell Godfrey, barristers and solicitorsAssociate1989 to 19942018 Proxy Statement24Proposal 1Independence of DirectorsThe Board of Directors determined that each Director, except for Mr. Jensen, who is the President and CEO of the Company, is “independent” under the listing standards of the Nasdaq Stock Exchange (“Nasdaq”). The Board of Directors also determined that the Directors designated as “independent” have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a Director.Board Succession, Recruitment and Nomination and Election1Succession PlanningThe Compensation, Nominating & Governance Committee (“CNG Committee”Nasdaq”) considers current and long-term needs. Our Board has also determined that none of our evolving business and seeks potential Director candidatesindependent directors has any relationship with us that would interfere with the exercise of their independent judgment in light of emerging needs, current Board structure, tenure, skills, diversity and experience.2Identification of CandidatesThe CNG Committee identifies a pool of qualified Director candidates through a robust search process, which includes use of an independent search firm, and assesses candidates’ skills, experience and background. Among other qualifications, the CNG Committee considers: ●Experience in the mining industry●Diversity●Integrity and perspective●Broad business judgement and leadership skills●Personal qualities and reputation in the business community●Ability and willingness to commit adequate time to Board and Committee duties![[MISSING IMAGE: tm2122690d3-tbl_86percentpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-tbl_86percentpn.jpg)
3Meeting with CandidatesPotential Director candidates are interviewed by the Chairman, CEO and members of the CNG Committee.4Decision and NominationThe CNG Committee recommends, and the full Board selects nominees that are best qualified to serve the interests of the Company and the stockholders.5ElectionIf nominees are approved by the Board, stockholders consider the nominees for election to the Board and elect Directors, in most cases, to serve three-year terms.theour Board’s oversight responsibility is carried out through its independent Committees,standing committees: the Audit and FinanceAF Committee and the Compensation, Nominating and GovernanceCNG Committee. All Committeecommittee members satisfy theare independent under Nasdaq and SEC definitions of Independent Director.rules. Each Committeecommittee meets regularly throughout the year, receives reports from senior management, reports its actions to the Board, receives reports from senior management, and evaluates its performance annually. Each Committeecommittee is authorized to retain outside advisors. 2021 PROXY STATEMENT 19 Oversight of Risk ManagementThe Board of Directors has overall responsibilityis responsible for overseeing risk oversightmanagement, with a focus on the most significant known and potential risks facingconfronting the Company. The Board of Directors relies upon the President and CEO and other members of management to superviseday-to-day risk management. The President and CEO reports directlyorganization, including any changes to the Board and certain Board Committees on such matters, as appropriate.The Board of Directors delegates certain oversight responsibilitiesbusiness needed to its Committees. For example, while the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations, and ethics rests with the management of the Company, the Audit and Finance Committee provides risk oversight with respect to the Company’s financial statements, the Company’s compliance with certain legal and regulatory requirements and corporate policies and controls, the selection, retention, qualifications, objectivity and independence of the independent auditors, and cybersecurity. Similarly, the Compensation, Nominating and Governance Committee provides risk oversight with respect to the Company’s compensation program, governance structure and processes, the Company’s compliance with certain legal and regulatory requirements, and succession planning.www.royalgold.com25Proposal 1The Board also oversees a robustaddress these risks. We have established an enterprise risk management program that is designed to identify, define, manage, and when necessary, mitigate risks confrontingas appropriate. Management is responsible for supervising day-to-day risk management and regularly reports to the Company.Board and its committees on risk management matters. The Board reviews the adequacy of the enterprise risk management program is administered, reviewed and updated byrecommends appropriate changes to the program to management. Each of our directors has experience with risk management on an ongoing basis, and reviewed byat the Board of Directors quarterly.![[MISSING IMAGE: tm2122690d2-org_boarddiv2pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-org_boarddiv2pn.jpg)
20 ROYAL GOLD, INC. Succession PlanningPROPOSAL 1: ELECTION OF DIRECTORSOne ![[MISSING IMAGE: tm2122690d3-icon_1pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_1pn.jpg){kind=icon}
Succession Planning The CNG Committee considers the current and long-term needs of our business and seeks director candidates based on our emerging needs and current Board structure, tenure, skills, diversity, and experience. ![[MISSING IMAGE: tm2122690d3-icon_2pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_2pn.jpg){kind=icon}
Identify Qualified and Diverse Candidates The CNG Committee will consider director candidates recommended by stockholders using the same criteria outlined above. Stockholders should submit their recommendations in writing to our Corporate Secretary in accordance with the advance notice and other provisions of our Bylaws. ![[MISSING IMAGE: tm2122690d3-icon_3pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_3pn.jpg){kind=icon}
In-depth Review and Interview Process Director candidates are interviewed by members of the CNG Committee, the Chairman of our Board, and our President and CEO. ![[MISSING IMAGE: tm2122690d3-icon_4pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_4pn.jpg){kind=icon}
Decision and Nomination The CNG Committee recommends, and the full Board approves, nominees who are best qualified to serve the interests of Royal Gold and its stockholders. ![[MISSING IMAGE: tm2122690d3-icon_5pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_5pn.jpg){kind=icon}
Election Director nominees are presented to stockholders for election to a three-year term. 2021 PROXY STATEMENT 21 ![[MISSING IMAGE: tm2122690d3-icon_esgpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_esgpn.jpg){kind=icon}
We believe responsible mining and business practices create sustainable value for all stakeholders. We are committed to good governance, environmental stewardship, human rights, fair labor practices, and employee well-being. We support and respect the cultures and values of the host countries and the indigenous and local communities where we invest. primary responsibilities of the Board and management is to ensure that the Company has qualified leadership possessing the appropriate knowledge, experience and skills to successfully execute its business and strategic plans. Management is actively engagedproperties in leadership development, including regular discussions concerning the development and retention of critical talent to promote future success, and the creation of opportunities for individual personal and professional development.which we invest. In addition, the Board regularly reviews and discusses succession plans for both the Board and senior executives, including the President and CEO, during Board Committee meetings and executive sessions of the full Board. Directors become familiar with potential successors for senior executive positions through various means, including Board meeting presentations and less formal interactions throughout the course of the year.The Board’s practice is to prepare for planned or unplanned changes in leadership in order to ensure the long-term continuity and stability of the Company. Accordingly, the Board has well-considered options available to respond to an unexpected vacancy in the President and CEO position.Commitment to Corporate Social ResponsibilityWith just 23fewer than 30 employees across four offices in three countries, Royal Gold’s corporateour direct environmental and social footprint is modest. We nonetheless acknowledge international concerns related to climate change, sustainabilityHowever, as a key financing alternative for mining projects throughout the world, we believe in instilling the principle of social responsibility and the protection of the global environment, particularly as those concerns may be influenced by the mining industry. Royal Gold is committed to preserving and protecting the environment, promoting the health and safety of our employees, and respecting local cultures and values in the communities where we invest.We believe responsible mineral development can benefit local communities and create sustainable value for all stakeholders. As a member of the World Gold Council, we endorse the ICMM 10 Principles for sustainable development in the mining and metals industry. Our assets are passive investments, meaning that we do not conduct mining operations on the properties in which we hold stream or royalty interests. However, Royal Gold seeks new investment opportunities with responsible operators, andwe regard environmental stewardship and commitment to sustainability as key aspects of well-managed mining projects. Accordingly, our review of any new investment includes consideration of the operator’s commitment to these fundamentals.After we make a stream or royalty investment, we monitor the continuing effectiveness of the operators’ environmental and social practices. Many of our operators implement the ICMM 10 Principles or subscribe to other international charters respecting environmental and social issues, and actively contribute in ways that positively impact the communities where they mine. We encourage their efforts and often make our own financial contributions in support of their programs.At our Peak Gold Project in Alaska, we work with our joint venture partner to support the local Tetlin native community by funding social, environmental and other initiatives, administering secondary and post-secondary educational programs and providing other development opportunities to Tetlin village residents.Safety, environmental stewardship and sustainability are also key elements of Royal Gold’s corporate culture. Our company policies promote a safe and healthy workplace and require strict adherence to legal and ethical standards in our business practices. This culture carries beyondinteractions when we can, as summarized below: ESG Policy Our Environmental, Social, and Governance Policy sets forth our core commitment to furthering responsible and sustainable mineral development as a means to create long-term value for our stakeholders. World Gold Council
Responsible Gold
Mining Principles We are a member of the World Gold Council and endorse its Responsible Gold Mining Principles, which promote sustainable gold mining. International Council
on Metal & Mining
10 Principles We endorse the International Council on Metal and Mining 10 Principles for Sustainable Development across the mining and metals industries. London Bullion
Market Association’s
Responsible
Sourcing Programme Deliveries of metal under our streaming agreements must meet the London Bullion Market Association “Good Delivery” standards, which require adherence to the association’s “Responsible Sourcing Programme” designed to combat money laundering, terrorist financing, and human rights abuses in global metals markets. Operator
Engagement Many of the operators we work with have endorsed at least one international ESG charter, such as the World Gold Council’s Responsible Gold Mining Principles, International Council on Metal & Mining 10 Principles for Sustainable Development, United Nations Global Compact, Global Reporting Institute Standards, IFC Performance Standards on Social and Environmental Sustainability, and Extractive Industries Transparency Initiative. New Investments We seek new stream and royalty investment opportunities with responsible operators that maintain appropriate focus on ESG risks at their operations. Due Diligence During our review of new investment opportunities, we conduct considerable due diligence, including review of operators’ commitments to ESG principles. Contractual Safeguards We seek to mitigate ESG risk to our investments through negotiation of appropriate contractual safeguards when possible. Ongoing Monitoring We monitor operators’ management of ESG risks on an ongoing basis and, where appropriate, enforce our contractual rights. Host Community Commitment 22 ROYAL GOLD, INC. Supplier Code
of Conduct When selecting new investments or entering into relationships with other suppliers, we consider whether these suppliers hold values and promote practices that align with our commitment to ethical behavior, respect for human rights, engagement with local communities and environmental stewardship, as outlined in our Supplier Code of Conduct. Human Rights Policy We are committed to respecting human rights in the jurisdictions where we operate. We comply with all applicable laws concerning human rights; prohibit the hiring of individuals under the legal age of employment; prohibit all forms of human trafficking and forced labor, including prison labor, indentured labor, bonded labor, and modern forms of slavery; comply with applicable wage, work hours, overtime, and benefits laws; and promote diversity and inclusion, equal opportunity, and intolerance to discrimination and harassment. People Policy and
Antidiscrimination Diversity Policy Employee Community Service We believe in giving back at home, supporting the communities where we live and work. Our annual charitable giving is administered by a committee of employees that selects donation targets and recipients in our local communities. Our employees can also take two days of paid leave per year to serve nonprofit organizations of their choosing. We are proud to partner with leading charities in Denver, Luzern, Toronto, and Vancouver that are actively responding to community needs with respect to medical supplies, homelessness, food security, and elder care. Anticorruption Policy Our Anticorruption Policy is designed to ensure that Royal Gold does not receive an improper advantage in its business dealings and maintains accurate books and records. Employees and others working on our behalf are prohibited from offering or giving anything of value to foreign officials or others to obtain an improper benefit. offices,Bylaws and Governance Guidelines, upon election or appointment to our Board and promptly following each annual meeting at which a director is reelected, each director must submit a contingent, irrevocable resignation relating to their directorship. The resignation will become effective only if the director fails to receive the required majority vote at the next annual meeting where the director is standing for election and the Board accepts the resignation. If a nominee does not receive a majority of the votes cast, the CNG Committee will make a recommendation to the Board whether to accept or reject the resignation or whether some other action should be taken. 2021 PROXY STATEMENT 23 numberpotential loss of contributions by directors who have developed increasing insight into our currentbusiness and former directors, officers and employees are activeoperations.or otherwise support educational institutions and non-profit organizations furthering such causes as promotionaccordance with our Governance Guidelines. The resignation will become effective only if accepted by a majority of community health, elimination of food insecurity and protection of at-risk children.Stockholder Engagementcreating long-term value forensuring that we are continually developing leadership talent within the organization, and our stockholders. To ensure alignmentBoard is actively engaged in talent management. The Board regularly reviews and discusses our leadership pipeline and succession plans with their best interests, wea focus on executive positions. High-potential leaders are given exposure and visibility to directors through meeting presentations and informal events.our majorsignificant stockholders throughout the yearyear. Our stockholder engagement is focused on dialogue, transparency, and responsiveness. In 2021, we engaged on a variety of topics includingwith most of our largest stockholders that actively manage their portfolios. Topics of engagement included our financial performance, growthinvestment portfolio, corporate strategy, corporate governance practicescompetitive environment, capital allocation, and our executive compensation program. Although we have always received more than majority support for our executive compensation programs, stockholder support from 2013 through 2015, in the low- to mid-70% range, was in our view unacceptable. The CNG Committee began working with its independent executive compensation consultant in early 2015 to address concerns expressed earlier by some of our stockholders and proxy advisors. Memberssuccession planning. Various members of our management team participate in these dialogues at times. In 2021, we also solicited feedback from investors representing approximately 50% of our outstanding shares concerning both our historic executive compensation program and the material program changes then under consideration. Generally, stockholders confirmed appreciation for increasingly transparent executive2018 Proxy Statement26Proposal 1compensation disclosure, support for our compensation benchmarking practices, including peer selection methodology, and support for program enhancements then under consideration.Communication with DirectorsAny stockholder who desires to contact the Company’s Board of Directors may do so by writing to the Vice President, General Counsel and Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202.Any such communication should state the number of shares beneficially owned by the stockholder making the communication. The Vice President, General Counsel and Secretary will forward any such communication to the Chairman of the CNG Committee and will forward such communication to otherheld a virtual investor update in which various members of the senior management team provided an update to the market on our strategy and approach to growth, operations, sustainability, governance, and capital allocation. Participants had the opportunity to ask questions and engage in a discussion with management on these and other topics. Our management team provides quarterly updates to our Board of Directors as appropriate, provided that such communication addresses a legitimate business issue. Anyon stockholder engagement and feedback. Stockholders and other interested parties who wish to communicate with our Board, including our independent Chairman of the Board, independent and nonmanagement directors as a group, or any other individual director, may send their communication to our Corporate Secretary at Royal Gold, Inc., 1144 15th Street, Suite 2500, Denver, Colorado 80202, or corporatesecretary@royalgold.com. ![[MISSING IMAGE: tm2122690d3-tbl_writetouspn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-tbl_writetouspn.jpg)
will beare forwarded to the Chairman of theour AF Committee.Committee, and any other communications addressing a legitimate business issue are forwarded to other members of our Board as appropriate. of Directors does not have a prescribed policy on whetherregarding separation of the roles of the Chairman and CEO should be separate or combined butCEO. Our Board believes it is in our best interest to make that determination based on circumstances from time to time. Our Board believes that the best structure for the Company’s Board of Directors at this time is to havehaving an independent, non-executive Chairman. Mr. Hayes has served asnonexecutive Chairman ofis currently the Board since May 2014, as Chairman ofmost appropriate structure. In the Audit and Finance Committee since November 2013, and as a Director of the Company since January 2008.The Board believesBoard’s view, its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the Independent Directors.Committees ofindependent directors. Mr. Hayes has served as our independent Chairman since May 2014. If in the future we decide to appoint a non-independent chair, our Governance Guidelines state that our independent directors will also appoint a lead independent director.AUDIT AND FINANCE COMMITTEE has two standing committees: Audit and Finance Committee (“AF COMMITTEE”Committee”)The AF and Compensation, Nominating, and Governance Committee (“CNG Committee”). Each committee is governed by a standingwritten charter that is reviewed annually and updated as appropriate to reflect best practices and regulatory or business changes. Each committee also reviews annually its own compliance with its charter. Committee of the Board of Directors, consisting of the following persons: 
Chairman
Chubbs William M. Hayes, Chairman•Jamie C. SokalskyChristopher M.T. ThompsonCommittee Highlights:●The AF Committee held sixfour meetings duringin fiscal year 2018.2021●•Independentindependent under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended.SEC rules●•considered “Audit Committee Financial Experts” as defined in Item 407(d) of Regulation S-K.audit committee financial experts under SEC rules●•requirements.requirements ●•The Audit•Finance Committee Charter is available onregulatory requirements and corporate policiesCompany’s website at www.royalgold.com under “Governance – Committees.”independent registered public accountant and evaluates its qualifications, performance, and independence Roles and Responsibilities of the CommitteeThe AF Committee assists the Board of Directors in its oversight of the integrity of the Company’s financial statements and compliance with legal and regulatory requirements and corporate policies and controls. The AF Committee has the direct responsibility to retain and terminate the Company’s independent registered public accountants, review reports of the independent registered public accountants, approve all auditing services and related fees and the terms of any agreements, and to pre-approve any non-audit services to be rendered by the Company’s independent registered public accountants. The AF Committee monitors the effectiveness of the auditprocess and the Company’s financial reporting, monitors the internal audit process and critical accounting policies, reviews the adequacy of financial and operating controls and evaluates the effectiveness of the AF Committee. The AF Committee is responsible for confirming the independence and objectivity of the independent registered public accountants. The AF Committee is also responsible for preparation of the AF Committee report for inclusion in the Company’s Proxy Statement.The AF Committee reviews and provides oversight of the Company’s financial strategy, capital structure and liquidity position, including review and oversight of transactionswww.royalgold.com2021 PROXY STATEMENT 25 27involving public offerings of the Company’s equity and debt securities, transactions involving material debt obligations, dividend policies and practices, liquidity and cash flow position, tax strategy and tax compliance, and investment policies and strategy. The AF Committee also reviews and provides oversight of transactions and expenditures specifically delegated to it by the Board of Directors, performs such other financial oversight responsibilities as the Board of Directors may request, and reviews thesecurity of the Company’s information technology systems and operations, including programs and defenses against cyber threats.In addition, the AF Committee reviews and approves all related-party business transactions in which any of the Company’s officers, Directors or nominees for Director have an interest and that may be required to be reported in the Company’s periodic reports, and reports to the full Board of Directors on such matters.COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE (“CNG COMMITTEE”)The CNG Committee is a standing Committee of the Board of Directors consisting of the following persons:
Chairman
McArthur
Veenman Ronald J. Vance, Chairman•C. Kevin McArthurSybil E. VeenmanCommittee Highlights:●The CNG Committee held fourfive meetings duringin fiscal year 2018 and took action by unanimous written consent once.2021●•considered “Outside Directors” as definedindependent under Section 162(m)Nasdaq and SEC rules, including the enhanced independence rules applicable to compensation committee members the Internal Revenue Code.our compensation disclosures●•All members are considered a “non-employee Director” as defined under Rule 16b-3 underSecurities Exchange Act of 1934, as amended.Board director nominees●•All members are Independent under applicable Nasdaq listing standards.●•The CNG Committee Charter is available on the Company’s web site at www.royalgold.com under “Governance – Committees.”• Roles and Responsibilities of the CommitteeThe CNG Committee oversees the Company’s compensation policies, plans and programs, reviews and determines the compensation to be paid to executive officers, and recommends compensation to be paid to the Company’s Directors. The fullPOLICIESreviews and considers the CNG Committee’s director compensation recommendations prior to making final determinations. The CNG Committee also administers and implements the Company’s incentive compensation and equity-based plans. The CNG Committee is responsible for overseeing preparation of the Compensation Discussion and Analysis and for preparing the report on executive compensation for public disclosure in the Company’s Proxy Statement.The CNG Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems necessary or advisable. The CNG Committee has no current intention to delegate any of its authority with respect to determining executive officer compensation to any subcommittee. The CNG Committee does not delegate its responsibilities with respect to executive compensation to any executive officer of the Company.In addition to compensation matters, the CNG Committee also identifies or reviews individuals proposed to become members of the Board of Directors and recommends Director nominees. In selecting Director nominees, theCNG Committee assesses the nominee’s independence and considers his or her experience and areas of expertise, including experience in the mining industry, diversity, integrity, perspective, broad business judgment and leadership skills, personal qualities and reputation in the business community, and ability and willingness to commit adequate time to Board and Committee matters, all in the context of the perceived needs of the Board of Directors at that time. The Company does not have a stand-alone policy regarding the consideration of diversity in selecting Director nominees. However, the CNG Committee considers a wide range of criteria in nominee selection including diversity, social, technical, political, management, legal, governance, finance and broader business experience as well as other areas of expertise. These matters are considered through discussions at CNG Committeeheld 14 meetings and the executive sessions thereof.The CNG Committee will consider Director candidates recommended by stockholders using the same criteria outlined above, provided such written recommendations are submitted to the Vice President, General Counsel and Secretary of the Company in accordance with the advance notice and other provisions of the Company’s Bylaws.2018 Proxy Statement28Proposal 1The CNG Committee also advises the Board of Directors regularly on various corporate governance matters and principles, including regulatory actions impacting the Company. The CNG Committee reviews the content of and compliance with the Company’s Board of DirectorsGovernance Guidelines annually, and assesses compliance with corporate governance guidelines and requirements established by the SEC, Nasdaq and applicable laws and regulations.Board Practices, Processes and PoliciesMeetings and AttendanceDuring theduring fiscal year ended June 30, 2018 (“fiscal year 2018”), the Board of Directors held four regular meetings, all of which included executive sessions2021. Each director attended 75% or more of the Independent Directors, three special meetings and took action twice by unanimous written consent. Each Director attended, in person or by telephone, 100% of the aggregate number of meetings of the Board of Directors and the Committeecommittee on which he or she served.served during fiscal year 2021. It is the Company’sour policy that each Director attends each Annual Meeting,directors attend our annual stockholders’ meeting, and all Directorsof our directors attended last year’s Annual Meeting.Executive SessionsThe Independent Directorsvirtual annual stockholders’ meeting. 26 ROYAL GOLD, INC. of Directors meeting. The independent Committees also meet regularlyconsiders a thorough and constructive assessment process to be critical in executive sessions, generally scheduled immediately after each regular Committee meeting.Board Self-AssessmentsTheproperly assessing Board and Committees conduct annual self-assessments to evaluatecommittee effectiveness. Each year, the needs, qualifications, experience, skills and balanceCNG Committee oversees assessments of the Board and each Committee,committee concerning their structure, role, responsibilities, and to ensure that the Board and each Committee is working effectively.Board Orientation and EducationThe Company conductsperformance. Annual Review The CNG Committee oversees an annual self-assessment of Board and committee performance and effectiveness. Board Assessment Our Board’s self-assessment focuses on numerous aspects of corporate governance and performance of the Board’s duties and responsibilities, including, for example, the Board’s culture and interactions with management; the structure, size, competencies, and experience of the Board and its committees; the Board’s effectiveness in guiding strategic direction; succession planning; and the adequacy of agendas, time allotments, and information provided to directors. Our Board may also identify skill gaps and prioritizes skills that need to be added during its nomination process. Committee Assessment Simultaneously with the Board’s self-assessment, committee members assess the performance and effectiveness of the committee on which they serve. thorough orientationcomprehensive onboarding program with each incoming directordirectors to efficiently introduce them to the Company, itsRoyal Gold and our management, business model, and corporate strategy, financial condition, corporate organization, and constituent documents,governance practices.itscommittee members, as applicable, including quarterly updates concerning legal, regulatory, accounting, tax, finance, compliance, and governance policies and practices.The Company offers reimbursementdevelopments. We reimburse directors for attendance at external director education programs. Directors also receive quarterly updatesprograms, membership in director organizations, and subscriptions to publications concerning legal, regulatory, accounting, finance, compliancegovernance and governance developments and trends,other relevant matters. 2021 PROXY STATEMENT 27 well as in-depth annual topical presentations on matters of concern to public company directors.Board Governance GuidelinesUpon recommendation from the CNG Committee, the Board of Directors adopted the Board of Directors’ Governance Guidelinesa general framework to assist the Board of Directors in the discharge ofcarrying out its duties and to serve the interests of the Company and its stockholders.responsibilities. The Board of Directors Governance Guidelines are reviewed on a yearly basisannually and updated whenas appropriate for evolving best practices and regulatory developments. The Board of Directors Governance Guidelines are available on the Company’sour website at www.royalgold.com under “Governance – Guidelines & Policies.“ESG — ESG Document Library.”Code of Business Conduct and EthicsThe Company has long had in place a(the “Code”) applicableapplies to all of its Directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, and the Presidentmembers of our Board. A copy of our Code of Business Conduct and CEO, the CFO and Vice President Strategy, and other persons performing financial reporting functions. The Code is reviewed on a yearly basis by the CNG Committee and Board and is updated when appropriate. The CodeEthics is available on the Company’sour website at www.royalgold.com under “Governance – Guidelines & Policies.“ESG — ESG Document Library.” The Code is designedWe intend to deter wrongdoing and promote (a) honest and ethical conduct; (b) full, fair, accurate, timely and understandable disclosures; (c) compliance with laws, rules and regulations; (d) prompt internal reporting of Code violations; and (e) accountability for adherence to the Code. The Company will post on its websitedisclose any amendmentschanges to or waivers from any provisionthe Code of Business Conduct and Ethics that are required to be disclosed by posting this information on our website.Code.Certain Relationships and Related TransactionsThe AF Committee’s charter requires it to approve or ratify certainCommittee is responsible for reviewing transactions involving the CompanyRoyal Gold and “relatedany related persons,” as defined under the relevant SEC rules. Any transaction with a related person, other than transactions available to all employees generally or involving aggregate amounts of less than $120,000, must be approved or ratified by the AF Committee. The policy applies to all executive officers, DirectorsRelated persons include, for example, directors, executives, greater than 5% beneficial owners, and their family members and entities inwww.royalgold.com29Proposal 1which any of these individuals has a substantial ownership interest or control.associated entities. In determining whether to approve ratify, or disapprove of entry into a transaction, the AF Committee will considerconsiders all relevant facts and circumstances and will taketakes into account, among other factors, whether the transaction is on terms no less favorable to us than terms generally available to an unaffiliated third party under the same or similar circumstances; whether the transaction would impair the independence of an Independent Director;independent director; and whether the transaction would present an improper conflict of interest for any Directordirector or executive officer of Royal Gold.executive. No related partyrelated-person transactions were required to be reported for fiscal year 2018.Anti-Hedging, Anti-Pledging and Short Sale PoliciesThe Company’s2021.Directors, executivedirectors, officers, and employees from hedging against their investments in our stock. This helps to ensure alignment between the interest of management and our stockholders generally. Specifically, the policy prohibits any director, officer, or employee from engaging in any of the following activities related to Royal Gold securities, including securities held directly or indirectly by the individual and equity awards received from us as compensation:Company’s restricted trading list from trading in the Company’s common stockopen market should generally be held for a minimum of six months and ideally longera marginterm basis, purchasing the Company’s common stock on margin, short sales of Company stock, selling our securitiesCompanyour stockthe Company’s common stock, pledging Company stock as security for any obligation, our securitiesthe Company’sour securities holding the Company’s securities inmargin account, and,trading window has closed other than pursuant to a qualified trading plan placing open orders (i) of longer than three business days or (ii) ending after a trading window closes. Theon a yearly basisannually by the CNG Committee and the Board and updated as appropriate. Our Insider Trading Policy is updated when appropriate. 28 ROYAL GOLD, INC. ControlsDirectors, executivePolicy, directors, officers, and employees on the Company’sour restricted trading list are required tomust receive the permission of the Company’s Vice President, General Counsel andfrom our Corporate Secretary prior tobefore entering into any transactions in Company securities, including gifts, grants and transactions involving derivatives.our securities. Generally, trading is permitted only during open trading periods. Directors, ex-executive officers and employees on the Company’s restricted trading listInsiders may enter into a 10b5-1 trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).SEC rules. These trading plans may be entered into only during an open trading period and must be approved by the Company.Conditional Resignation PoliciesUnder the Company’s Bylaws, each Director is required to execute a “conditional resignation” providing that such resignation shall be effective in the event (i) the Director fails to be elected at any annual meetingwith preapproval from our Corporate Secretary.stockholders at which he or she stands for election or re-election, and (ii) the Board notifies the Director or publicly announces that it accepted the resignation. A majoritymembers of the disinterested DirectorsCNG Committee who served during the last fiscal year is, or has discretion whether to acceptever been, an officer or rejectemployee of Royal Gold or its subsidiaries. In addition, during the Director’s resignation.Under the Company’s Boardlast fiscal year, none of Directors’ Governance Guidelines, any director reaching the age of 72 must submitour executive officers served as a written offer of resignation. A majoritymember of the disinterested Directorsboard of directors or compensation committee of any other entity that has discretion to acceptone or reject such offers of resignation, which will be considered annually for so long asmore executive officers serving on our Board or the affected Director remains in office. During fiscal year 2018, the offer of resignation previously submitted by Mr. Hayes was reviewed but was not accepted by the disinterested Directors.Director CompensationRoyal Gold’sCNG Committee.for non-employee Directorsprogram is designed to reflect current market trends and developments with respect to compensation of board members, including the award ofdirector compensation. Among other things, our program is designed to provide a higher proportionsignificant portion of total compensation in the form of equity than in cash.theour independent members of the Board of Directorsdirectors, the compensation paid to non-employee Directors.nonemployee directors. The independent members of the Board of Directorsdirectors consider the CNG CommitteeCommittee’s recommendation and make final determinations of non-employee Director compensation.The Company doeson compensation for our nonemployee directors.non-employee Directors. Executive officersnonemployee directors. Any executive who are also Directors areserves as a director is not paid additional compensation for their servicesservice on the Board of Directors.our Board. Therefore, Mr. Jensen,Heissenbuttel, as our President and CEO, does not receive any additional compensation for his servicesservice as a Director.Peer Group Benchmarkingbiennially to benchmark Directordirector compensation against the Company-selectedour peer group which is the same group of companies the CNG Committee uses to benchmark executive compensation (see page 46 for2018 Proxy Statement30Proposal 1a list of these companies).every other year. When considering Directorsetting director compensation for fiscal year 2018,2021 in August 2020, the CNG Committee reviewed and consideredrelied on market information presented in May 2020 by its independent compensation consultant, Willis Towers Watson (“WTW”). WTW used the results of a benchmark study conducted by Hugessen Consulting Inc. (“Hugessen”) dated May 2016.In additionsame peer group for evaluating fiscal year 2021 director compensation as it did for evaluating fiscal year 2021 executive compensation. You can find information about this peer group on page 48. benchmarking the amount of Directordirector compensation against the Company’s peer group using several methodologies, the 2016 study also compared the forms of compensation paidused, and our stock ownership guidelines for directors.Company’s Directors toaggregate annual Board retainer and equity award. 2021 PROXY STATEMENT 29 formsbenchmarking information described above and the recommendations of compensation paid to peer group directors, as well as the share ownership guidelines applicable to directors of the Company and its peer group.Components of Director 2018 Compensation ProgramBased upon its work with Hugessen,WTW, the CNG Committee recommended, and the Independent Directorsour independent directors approved, for the third consecutive year, that no changes be made to total Director compensation or to the forms or proportions of compensation forour fiscal year 2018. In order to maintain a similar proportion2021 director compensation program, as described below. Compensation Element for Nonemployee Directors Fiscal Year 2021 Amount Annual Board Retainer* $70,000 ($10,000 increase from fiscal year 2020) Board and Committee Meeting Fees* $1,500 / Meeting Attended Annual Retainer for Board Chair* $115,000 Annual Retainer for Committee Chairs* $25,000 ($10,000 increase from fiscal year 2020) Annual Equity Award** $150,000 target ($10,000 decrease from fiscal year 2020) cash and restricted stock (U.S. residents) or restricted stock unit value comparedunits (Canadian residents) on August 19, 2020. Half of the shares vested immediately, and the remaining half vested on August 19, 2021, subject to that awardedcontinued service. The number of shares was determined based on the 30-day volume weighted average stock price for the period ended August 17, 2020, which was $133.46.2017, while holding cash compensation constant for fiscal year 2018,2021. Director Fees
Earned
or Paid in
Cash
($)
Awards(1)
($)
Compensation(3)
($) Total
($) William Hayes 237,000 154,471 0 391,471 59,870 0 0 59,870 Kevin McArthur 98,500 154,471 0 252,971 Jamie Sokalsky 97,000 154,471 0 251,471 Ronald Vance 123,500 154,471 0 277,971 Sybil Veenman 97,000 154,471 0 251,471 35,821 154,471 54,400 244,692 resulting number of sharesgrant date fair value of restricted stock or restricted stock units to be awarded to each non-employee director forgranted during fiscal year 20182021, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2021. In accordance with financial statement reporting rules, the grant date fair value for each share of restricted stock or restricted stock unit was determined to be 2,030 shares.$137.43, which was the closing price of our common stock on the August 19, 2020, grant date. The value shown in this table ($154,471) differs from the target value of such shares was determined using a thirty-daythe award in the previous table ($150,000). For administrative purposes, when the awards were granted, we used the 30-day volume weighted average stock price for the period ending July 31, 2017.ended August 17, 2020, which was $133.46, to calculate the number of shares to grant. For purposes of this table, we are required to report the awards at their grant date fair value calculated in accordance with financial statement reporting rules, as described above. As of June 30, 2021, Mr. Hayes held 562 shares of unvested restricted stock. All other nonemployee directors elected to defer their 2021 equity compensation pursuant to our Deferred Compensation Plan, which is described below.Compensation Element for Non-Employee DirectorsFiscal Year 2018 Compensation ProgramAnnual Board Retainer30$60,000Board and Committee Meeting Fees$1,500 / Meeting AttendedAnnual Board Chairman Retainer$115,000Annual Committee Chairman Retainer*ROYAL GOLD, INC.$15,000Annual Equity Retainer$161,000 in Restricted Stock***Includes chairmanship for each of the AF Committee and the CNG Committee.**On August 23, 2017, each non-employee United States Director was granted 2,030 shares of restricted stock, and each non-employee Canadian Director was granted 2,030 restricted stock units. Half of these shares vested immediately upon grant and the remaining half of these shares vested on the first anniversary of the grant date.2018 Director CompensationPROPOSAL 1: ELECTION OF DIRECTORSThe following table provides information regarding compensation earned by the Company’s non-employee Directors for their services during fiscal year 2018. Amounts shown for each Director vary due to service on Committees or as Committee chairs. The annual retainers for fiscal year 2018 were paid in cash on a quarterly basis.Director Paid in
Cash2
($) Stock
Awards3
($) Total
($)M. Craig Haase1 34,125 161,000 195,125 William M. Hayes 208,000 161,000 369,000 C. Kevin McArthur 76,500 161,000 237,500 Jamie C. Sokalsky 78,000 161,000 239,000 Christopher M.T. Thompson 78,000 161,000 239,000 Ronald J. Vance 84,000 161,000 245,000 Sybil Veenman 84,000 161,000 245,000 1Mr. Haase did not stand for re-election at the November 16, 2017 Annual Meeting of Stockholders. His service to the Board of Directors ended on that date.2Amount of cash compensation earned for Board and Committee service in fiscal year 2018.3The amounts shown represent the total grant date fair value, determined in accordance with Accounting Standards Codification (“ASC”) 718, of restricted stock awards in fiscal year 2018. Amounts shown do not represent cash payments made to the individuals, amounts realized or amounts that may be realized. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 2018 Annual Report on Form 10-K filed with the SEC on August 9, 2018, for a discussion on the valuation of the restricted stock awards/units. In accordance with ASC 718, the grant date fair value for each restricted stock award/unit in fiscal year 2018 was $87.42, which was the closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on August 23, 2017, the date of grant. Restricted stock awards related to continued service for non-employee Directors vest 50% immediately upon grant and 50% on the first anniversary of the date of the grant. As of June 30, 2018, each of Ms. Veenman and Messrs. Hayes, McArthur, Sokalsky, Thompson and Vance held 1,015 shares of unvested restricted stock. Mr. Haase did not stand for re-election to the Board of Directors of the Company at the 2017 Stockholders Meeting. On November 15, 2017, the CNG Committee recommended and the Board of Directors approved, with Mr. Haase abstaining, acceleration of Mr. Haase’s 1,015 shares of unvested restricted stock effective November 16, 2017, in recognition of Mr. Haase’s ten years of service to the Company.www.royalgold.com31Proposal 1DIRECTORS’The Company offers aPlan (“DCP”)Plan. The plan allows participants to its Independent Directors. The DCP is a voluntary program that allows participantselect to set aside eligible cash and equity compensation in a tax-deferred vehicle for retirement or other life eventlife-event purposes. This DCP allows the participant toParticipants can elect to receive certain income in a future year that would otherwise be paid in the upcoming year. This means that theseThese amounts are not subject to federal income tax at the time of contribution to the plan. The DCPplan is intended to promote director retention by providing a long-term savings opportunity on a tax-efficient basis. Five of theour six Independent Directorsnonemployee directors elected to defer one-hundred percent (100%) of their fiscal year 20182021 equity compensation.ExpensesNon-employee Directors are reimbursedawards. all of their out-of-pocket travel, lodging, and meal expenses incurred in connection with their travel in service to theour Board. Reimbursements do not include compensation for the value ofDirectors’ time spent traveling on Board business.Director Stock Ownership GuidelinesAll non-employee Directors are expectednonemployee directors to have a significant long-term financial interest in the Company.Royal Gold. To encourage alignment with the interests of stockholders, each non-employee Directornonemployee director is expectedrequired to own shares of Royal Goldour common stock equal in value to ten (10) times the annual cash retainer, excluding meeting fees or retainers awarded to the Chairmen of the Board or any Committee,$600,000 within five years from the date of their respective first restricted stockequity grant. As of September 17, 2018, all of the Directors exceed their ownership guidelines except Ms. Veenman who joined the Board in January 2017. All non-employee DirectorsNonemployee directors are required to hold 50% of the shares of common stock acquired pursuant to any equity grant net of any shares sold to cover withholding taxes, until they meet their ownership target. Director Guideline Value Actual Value of Stock Owned William Hayes $ 600,000 $ 1,052,953 Fabiana Chubbs $ 600,000 $ 135,707* Kevin McArthur $ 600,000 $ 1,924,651 Jamie Sokalsky $ 600,000 $ 1,752,902 Ronald Vance $ 600,000 $ 1,576,766 Sybil Veenman $ 600,000 $ 951,617 GUIDELINE VALUE OF COMMON STOCK TO BE OWNEDDirector2021 PROXY STATEMENT 10x Cash Annual Retainer31 2018 Proxy Statement32 2ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERSTheOur Board of Directors Unanimously Recommendsrecommends a Votevote FORApproval approval of the Advisory Resolutionadvisory resolution on Executive Compensationexecutive compensation As required by Section 14A of the Exchange Act, we seekthe compensation tables, and related narrative discussion included in this Proxy Statement.“Say on Pay”“say-on-pay” proposal, gives stockholders the opportunity to approve, reject or abstain from voting with respect toexpress a view on our fiscal year 20182021 executive compensation programspolicies and policiespractices and the compensation paid to theour NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation ofpolicies and practices relating to our NEOs as described in this Proxy Statement.the Company’sour compensation goals of paying a competitive salary, providing attractive annual and long-term incentives to reward growth, and linking management interests with stockholder interests.characteristicselements of our fiscal year 20182021 executive officer compensation program are described beginning on page 39.the Company’sRoyal Gold’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.Although the vote on this proposal is advisory only, the CNG Committee will review and consider the voting results when evaluating our executive compensation program.Vote Required for Approval 32 ROYAL GOLD, INC. ReportThe Compensation, Nominating and Governance Committee of the Board of Directors has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on this review and discussion, the Compensation, Nominating, and Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s annual report on Form 10-K for fiscal year 2018, and the Board of Directors has approved that recommendation.This report is provided by the following Independent Directors, who comprise the Compensation, Nominating and Governance Committee:
Ronald J. Vance, Chairman•C. Kevin McArthur•Sybil E. Veenmanwww.royalgold.com33Proposal 2Executive SummaryNamed Executive OfficersThe following persons hold the executive officer positions at Royal Gold as of September 17, 2018:Tony Jensen,56
Tony Jensen has over 30 years of mining industry experience and is President and Chief Executive Officer for Royal Gold, Inc. Prior to Royal Gold, Mr. Jensen was the Mine General Manager of the Cortez Joint Venture and spent 18 years with Placer Dome. Mr. Jensen’s extensive background is anchored in operational experience gained in the United States and Chile where he occupied several senior management positions. This operational experience is balanced by corporate administrative, finance and business development experience in various roles with Placer Dome and Royal Gold.Mr. Jensen holds a Bachelor of Science degree in Mining Engineering from South Dakota School of Mines and Technology and also holds a Certificate in Finance from Golden Gate University in San Francisco. See page 18 for more details on Mr. Jensen. ![[MISSING IMAGE: sg_ronaldvance-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/sg_ronaldvance-bw.jpg){kind=small}
![[MISSING IMAGE: sg_kevinmcarthur-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/sg_kevinmcarthur-bw.jpg){kind=small}
![[MISSING IMAGE: sg_sybilveenman-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/sg_sybilveenman-bw.jpg){kind=small}
President, Chief Ronald Vance, Executive Officerand a DirectorChairman Kevin McArthur Sybil Veenman 2021 PROXY STATEMENT 33 William H. Heissenbuttel,53 WILLIAM HEISSENBUTTEL, 56 
Chief Executive
Officer Mr. Heissenbuttel bringshas more than 2530 years of corporate finance experience, with 20 of thoseincluding 25 years in project and corporate finance in the metals and mining industry. From February 2007 through May 2018,Mr. Heissenbuttel was appointed our President and Chief Executive Officer and a Class I director, effective January 2020. Previously, he served as Vice President Corporate Development and has served asour Chief Financial Officer and Vice President Strategy from June 2018 to present. From January 2020, Vice President Corporate Development from 2007 to June 2018, Vice President Operations from 2015 to June 2016, he served as Vice President Operations for the Company, and from April 2006 through January 2007, he was Manager Corporate Development for the Company.from 2006 to 2007. as Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994, he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover. with a specialization in finance from the University of Chicago and a Bachelor of Arts degree in Political Science and Economics from Northwestern University.
Royal Gold MARK ISTO, 61 Chief FinancialOfficer and ![[MISSING IMAGE: ph_markisto-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_markisto-bwlr.jpg)
President Strategyand Chiefsince June 2018Operating Officer,Mark Isto,58
Mr. Isto has 3435 years of experience in mining engineering, mine management, and project development most of which included international experience. He previouslyin the U.S. and globally. Mr. Isto has served as our Executive Vice President and Chief Operating Officer since January 2020. Previously, he served as our Vice President, Operations, from June 2016 to January 2020 and Executive Director, Project Evaluation, for our wholly owned subsidiary, RGLD Gold (Canada) Inc., from 2015 to June 2016. Mr. Isto has served as a wholly owned subsidiarydirector of the Company,Tri-Star Gold Inc. (TSX-V: TSG) since January 2015. February 2021. that, hejoining Royal Gold, Mr. Isto served as Vice President Operations for First Nickel Inc. from May 2012 to December 2014 and served at thein Vice President and Senior Vice President levelsroles in the Projects Group at Kinross Gold Corp. from October 2006 to May 2012. HeMr. Isto also served as Mine General Manager of Golden Sunlight Mines, Inc. (Placer Dome America) from January 2004 to October 2006 and previously held numerous other management positions in Placer Dome’s global operations, including Chief Engineer, Mine Superintendent, Project Director, and Senior Advisor over a nearly 25-year career25 years with Placer Dome.Technology,Technology. 34 ROYAL GOLD, INC. DANIEL BREEZE, 48 ![[MISSING IMAGE: ph_danielbreeze-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_danielbreeze-bwlr.jpg)
Corporate Development,
RGLD Gold AG Mr. Breeze has more than 20 years of technical and commercial experience across international markets. Mr. Breeze has served as wellVice President Corporate Development of our wholly owned subsidiary, RGLD Gold AG, since January 2019. degree in Business Administrationdegrees from the University of Nevada - Reno.Toronto and a Bachelor of Science degree in Civil Engineering from the University of Manitoba. Mr. Breeze is also a registered Professional Engineer. PAUL LIBNER, 48 Vice President ![[MISSING IMAGE: ph_paullibner-bwlr.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/ph_paullibner-bwlr.jpg)
OperationsOfficer and
Treasurer Mr. Libner has more than 20 years of finance and accounting experience. Mr. Libner has served as our Chief Financial Officer and Treasurer since July 2016January 2020. Previously, he served as our Controller and Treasurer from June 2018 Proxy Statementto January 2020 and Controller from 2004 to May 2018. 34 Proposal 2Bruce C. Kirchhoff,59 RANDY SHEFMAN, 48 
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General Counsel Mr. KirchhoffShefman has over 30more than 20 years of legal experience representing hardrock, industrial minerals,in international transactions across the mining, oil and mineral explorationgas, and development companies. From 2004 through 2007, Mr. Kirchhoff was a partner with the law firm Carver Kirchhoff Schwarz McNab & Bailey, LLC. Frompower sectors. He joined Royal Gold in 2011 as Associate General Counsel and served in that capacity until his appointment as Vice President and General Counsel in January to December 2003, Mr. Kirchhoff was a partner with the law firm Carver & Kirchhoff, LLC, and from April 1996 through December 2002, Mr. Kirchhoff was a partner in the law firm Alfers & Carver, LLC. 2020. Kirchhoff was a senior attorney with Cyprus Amax Minerals Company from 1986 through 1996. Mr. KirchhoffShefman holds a J.D.an LL.M. degree in Environmental and Natural Resources Law and Policy from the University of Denver, a Master of Science in Mineral EconomicsJ.D. degree from the Colorado SchoolUniversity of Mines,Colorado, and a Bachelor of Arts degree in Anthropologyhistory from Colorado College.the University of Michigan.Vice PresidentGeneralCounsel sinceFebruary 2007and Secretarysince July 2013 2021 PROXY STATEMENT 35 ![[MISSING IMAGE: tm2122690d1-tbl_financepn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-tbl_financepn.jpg)
Delivered Record Financial and Operating Results for Fiscal Year2018Despite rising interest rates, global trade conflicts, tense periods of political instability, changes to the U.S. tax code, concerns about the future direction of U.S. equities, and relatively flat average gold prices, we delivered solid, steady performance and achieved record revenue, operating cash flow, dividends and production volume for the second consecutive year. We delivered a total stockholder return of 20.2% for fiscal year 2018, placingthe Company in the 80thpercentile for one-year TSR among the constituentsuse many of the VanEck Vectors Gold Miners ETF (“GDX Constituents”).We took advantage of a relatively quiet time in business development to repay the remaining $250 million outstanding onsame performance measures for our revolving credit facility, leaving the full $1 billion in borrowing capacity available for portfolio growth at June 30, 2018.◇RECORD-SETTING2018FINANCIAL HIGHLIGHTSRECORD REVENUERECORD OPERATINGCASH FLOWRECORD DIVIDENDSRETURNED TOSTOCKHOLDERSREVOLVING CREDITFACILITY REPAID$459M$329M$64M$1.1B AvailableLiquidity
◇2018OPERATIONAL HIGHLIGHTSREVENUE BY METALRECORD NET GEOsADDITIONAL ROYALTY INTEREST ATMARA ROSA PROJECT
289,300 ozs
Acquired additional 1.75% NSR on Amarillo Gold’s Mara Rosa gold project in Brazil; adds to the 1% NSR previously acquiredwww.royalgold.com35Proposal 2We use the Same Key Metrics to Evaluate Corporate Performance thatcompensation programs as we use in our Compensation ProgramsOur executives bear responsibility for driving Company performance, and their compensation is strongly correlated to the Company’s performance based on the same keymetrics that our Board of Directors utilizes to chart corporate strategy and evaluate our success in achieving that strategy. These key metrics are summarized in the table below. Their correlation to executive compensation is presented in much more detail, along with other compensation disclosures, in the executive compensation discussion following this Executive Summary.◇TABLE1– KEY METRICS OF CORPORATE OPERATIONAL, FINANCIAL AND STRATEGIC PERFORMANCE36 ROYAL GOLD, INC. Key MetricPerformance
MeasureDescription of Key Metric Description Strategic Link Element of
Compensation Operating Cash Flow MultipleStockholder Return vs. Peer Group Measures the Company’sour relative market performance against its peersa peer group of streaming and directly reflects production performance, financial discipline and portfolio qualityroyalty companies Stockholder returns Short-term Incentiveincentive Net GEO Production Relative to Budgetand Reserves Measures the production success and growth of the Company’s existingour asset portfolio Gold-focused portfolio; capital deployment Cost ContainmentExpense Control Measures management’s ability to manage the Company’sour business in a cost-efficient manner Financial flexibility and discipline Liquidity and Asset Integrity Measures the quality of our balance sheet and our ability to execute future growth transactions Financial flexibility and discipline Growth in Net GEO ProductionGEOs Measures the Company’sour success in growing itsour business through acquisitions of new stream and royalty interests completed during the relevant fiscal year Growth Performance Sharesshares TSRTotal Shareholder Return (TSR) Relative to the GDX Constituents Measures the value created for Royal Gold’sour stockholders as compared to others in our industry Stockholder returns 2021 PROXY STATEMENT 37 ![[MISSING IMAGE: tm2122690d1-tbl_97percentpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-tbl_97percentpn.jpg)
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Net Revenue TargetEstablishes a minimum financial threshold required before NEOs may receive awards of restricted stockRestricted SharesStockholder Engagement Resulted in Executive Compensation TransformationIn August 2015, the CNG Committee introduced significant changes to the executive compensation program approved for fiscal year 2016. These changes are summarizedin the following table. We believe these changes in conjunction with stockholder engagement efforts were key to receiving approximately 97% voter support for our executive compensation program at our annual meeting of stockholders in November 2016 and 2017.Stockholder and Advisor ConcernsBefore FY 2016What We Do NowCD&AReferenceEnhance transparency of annual short-term incentive calculationsUtilize a formulaic short-term incentive scorecard with pre-determined performance metrics and targetsPage 40 ►Reduce multiple vesting opportunities; increase measuring periodsharesUtilize five-year, three-year and one-year vesting periods for performance shares, and cliff vesting for one-half of performance shares awardedPage 43 ►Adopt relative TSR as a performance measure; consider multiple performance measuresUtilize relative TSR and growth in net revenue (expressed in terms of growth in production volume) as performance measures for performance sharesPage 43 ►Link performance measures to specific strategic objectives that our stockholders value: a balance of growth and financial disciplineUtilize an absolute production target in short-term incentive scorecard and a growth-in-production target in performance share measures. Utilize operating cash flow multiple as a short-term incentive measure, which measures our relative market performance against that of our peers and directly reflects production performance, financial discipline and portfolio qualityPages 41, 43 ►Continue benchmarking against peers in the precious metals industry with similar market capitalizationRoyal Gold-selected peer group reflects our largest competitors and companies of similar market capitalization in the precious metals industryPage 46 ►2018 Proxy Statement36Proposal 2The Company intends to continue engaging with its stockholders, and the CNG Committee will continue considering the results of these engagements when evaluating our compensation philosophy, policies and practices, and when making future compensation decisions for our executives.We Employ Compensation Best PracticesOur largest stockholders concur that many components of our existing executive compensation plan align well with governance best practices and the best interests of our long-term stockholders. The following are representative practices we do and do not employ:WE DOPay for Performance: Over 80%77% of our CEO’s and 68%69% of our other NEOs’ total direct compensation for fiscal 2018 wasyear 2021 representing variable and not guaranteedor at-risk compensationUtilizeThe Board of Directorssetsgenerating long-term returns for stockholders our short- and long-term incentive programsUtilize for to determine short-term incentives of comparable market capitalization and correlation to gold prices to benchmark performance and compensation levels total direct compensation at meanor near the median of our peer group while also taking into account level of experiencethe Company’s executive officersexecutives to meetrobust stock ownership guidelines to assure thatalign their interests are aligned with thosethe interests of our other stockholdersa“double trigger” todouble-trigger vesting for equity awards made under the 2015 LTIP in the eventa change of a change-in-control. This means that vesting of these awards is accelerated upon a change-in-control only if the executive is also terminated under certain circumstances or if outstanding awards are not assumed by the acquirer following a change-in-controlcontrol annually with stockholders to solicit feedback on oura variety of topics, including governance, diversity, and compensation and governance programs and any other areas of concernContinuallyany compensation-related risks the strict independence of the CNG Committee members and ensure that theengage an independent compensation consultant that reports directly to the CNG Committee rather than management ![[MISSING IMAGE: tm2122690d3-icon_crossbw.gif]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_crossbw.gif){kind=icon}
Allexecutives mayparticipate in retirement plans on the same terms as other eligible employeesDON’T or annual short-term incentive payments, for our NEOsor long-term incentive opportunities to the executive officersre-pricingrepricing of stock options without stockholder approval for excise tax gross-ups, of any kind, including for change-in-controlchange-of-control payments in employment agreementsexecutive officersexecutives or Directorsdirectors to hedge or pledge Royal Goldour stock www.royalgold.com3738 ROYAL GOLD, INC. Proposal 2Our Compensation Philosophy and Objectives Support Company Performanceexecutive officersexecutives who will:will bring value to Royal Gold in a variety of ways:● Drive Company growth and profitability;profitability● Increase long-term value for our stockholders;stockholders● Manage the CompanyRoyal Gold in a responsible manner;manner and in the best interests of stockholders, employees, and other stakeholders● Maintain the Company’sour reputation for management excellence.excellence and financial performance When designing executive compensation, the CNGCommittee seeks to achieve the following objectives:![[MISSING IMAGE: tm2122690d1-tbl_cngcmtepn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d1-tbl_cngcmtepn.jpg)
●Attract and retain the highest caliber personnel on a long-term basis;●2021 PROXY STATEMENTAlign management’s interests with the advancement of long-term, sustainable stockholder value;●Provide incentive compensation based on the Company’s performance on key financial, operational and strategic goals;●Encourage creativity and innovation; and●39Discourage excessive risk-taking.
COMPENSATION Executive Compensation Design Includes a Mix of Base Salary and Short- and Long-Term IncentivesThe Company’s total direct executive compensation program includesconsists of base salary, a short-term cash incentive, and long-term equity incentives.incentive awards, and modest fixed benefits. The majority of target compensation (80% of CEO payis performance-based and 68% of NEO pay) is offered in variable pay, with an emphasis onnot guaranteed. We also emphasize long-term equity to bestbetter align our executives’ interests with our stockholders’ interests:
*Does not include certain payments made to Mr. Wenger pursuant to his Employment Agreement upon separation from service to the Company effective June 8, 2018.Our executive compensation continues to be significantly “at risk.” Over 80% of our CEO’s total direct compensation, and 68% of our other NEOs’ total direct compensation for fiscal year 2018 was performance-based, and not guaranteed.2018 Proxy Statement TYPE OBJECTIVE 38Proposal 2We Established Threshold, Target and Maximum Payouts for Short-Term Incentives and Long-Term Performance Shares Correlated to Key Company Performance MetricsThe CNG Committee established threshold, target and maximum payouts for short-term incentives and for the GEO Share and TSR Share performance measures, which range from zero payout if no threshold performance measure is achieved, to 200% payout if each maximum performance measure is achieved or exceeded.The CNG Committee believes that●Thresholdlevel performance goals should be set to the minimum acceptable performance level, below which performance is not worthy of variable compensation; FIXED ATTRACT AND RETAIN ●Targetlevel performance goals should be consistent with the annual budget and the Company’s strategic plan, but should be challenging to achieve; and VARIABLE SHORT-TERM COMPANY AND INDIVIDUAL PERFORMANCE ●Maximumlevel performance should be set to require a significant stretch to achieve; they are exemplary performance levels that exceed near term targets and are worthy of payout up to a maximum 200% of target. VARIABLE STOCKHOLDER ALIGNMENT AND LONG-TERM VALUE CREATION We Established a Hurdle for Fiscal Year 2018 Incentive AwardsThe CNG Committee required the Company to achieve a $240 million Net Revenue Target for fiscal year 2018 in order for the Company’s executive officers to be eligible to vest in restricted stock awarded in August 2017. For this purpose, “Net Revenue” means our reported revenue, less reported cost of sales, and less any revenue recognized from our Voisey’s Bay royalty.The Committee determined to exclude revenue recognized from our Voisey’s Bay royalty (historically a significant revenue contributor) from “Net Revenue” because the operator of the Voisey’s Bay mine unilaterally changed the royalty calculation methodology in a manner that eliminated royalty revenue—a methodology the Company aggressively disputed until the litigation was successfully resolved in September 2018.The Net Revenue Target applicable to restricted stock awards made in August 2017 was surpassed in fiscal year 2018, with Net Revenue of $375 million. As a result, the Company’s executive officers became eligible to vest in the restricted stock awarded in August 2017.Elements of Total Direct CompensationBase Salaryouran executive officers eachto perform their job duties. The CNG Committee reviewed and approved executive salaries for fiscal year. Base salaries are benchmarkedyear 2021 in August 2020.by the CNG Committee’s independentwith executive compensation consultant and are reviewed and approved bybeing in an “off” year for fiscal year 2021. We believe this approach allows us to stay informed on market practices while balancing external consulting costs. For setting fiscal year 2021 compensation in August 2020, the CNG Committee annuallyconsidered market data presented by Hugessen Consulting in May 2019 and supplemented in August 2019. Management then aged the market data by 3% based on cost-of-living indices. The CNG Committee also takes into account the recommendations of Mr. Heissenbuttel with respect to align or maintainsalary adjustments for NEOs who report to him.meanmedian of our compensation peers. In years when independent benchmarking is not performed,peer group, while also taking into account level of experience and performance. For fiscal year 2021, the CNG Committee agesdetermined to keep NEO base salaries at their fiscal year 2020 level, subject to a 3% cost-of-living adjustment. The resulting base salaries were below the median as compared to peers due to most recent benchmarkingresults using a U.S. Department of Labor cost-of-living index for the geographic region that includes the Company’s Denver, Colorado headquarter office. Name Title Base Salary
at the End of
FY2020
($) Base Salary
for
FY2021
($) Reason for Increase William Heissenbuttel President and CEO 650,000 670,000 3%
cost-of-living
increase Mark Isto EVP and COO, Royal Gold Corporation 485,000 500,000 Daniel Breeze VP Corporate Development, RGLD Gold AG 370,000 381,000 Paul Libner CFO and Treasurer 340,000 350,000 Randy Shefman VP and General Counsel 325,000 335,000 40 ROYAL GOLD, INC. engaged Hugessen during fiscal year 2017 to benchmark our executive compensation against our compensation peers. After considering Hugessen’s 2017 benchmarking study, the CNG Committee adjusted prior year base salaries to include a 3.1% cost of living increase and, where appropriate, a further adjustment aligning each executive officer’s fiscal year 2018 base salary with those of the same or similar officer positions at our peer companies:◇TABLE 5 – CEO AND NEO BASE SALARYName Title FY2017
Salary ($) FY2018
Salary ($) %
IncreaseTony Jensen CEO and President 720,000 750,000 4.2 % Stefan Wenger(1) CFO and Treasurer 440,000 455,000 3.4 % William Heissenbuttel(2) VP Corporate Development 470,000 485,000 3.2 % Mark Isto(3) VP Operations 350,000 390,000 11.4 % Bruce C. Kirchhoff VP, General Counsel and Secretary 386,000 400,000 3.4 % (1)Effective June 1, 2018, Mr. Wenger resigned from his position as Chief Financial Officer and Treasurer of the Company.(2)Mr. Heissenbuttel was appointed to Chief Financial Officer and Vice President Strategy effective June 1, 2018.(3)Mr. Isto became an executive officer of the Company on July 1, 2016. Adjustments were made to his base salary in August 2016 and 2017 to position his total direct compensation near the mean of his executive compensation peers.www.royalgold.com39Proposal 2Short-Term Incentive AwardsWE CONTINUED UTILIZING A SHORT-TERM INCENTIVE SCORECARDThe CNG Committee utilizesuses a formulaic scorecard including pre-determined Financial, Operationalthat sets predetermined financial, operational, strategic, and Strategic Performance Measures, as well as Individual Performance Measures,individual performance measures for determining awards of short-term incentives. The CNG Committee believes the scorecard greatly enhances transparency, utilizes more commonly-used and easily-understoodis transparent, uses financial and operational measures than the prior methodology,that are understood by our executives and betterstockholders, and aligns NEOexecutive pay with our annual performance.Company’s fiscal year performance. The scorecard was well-received by our stockholders andCNG Committee established a short-term incentive target for each executive based on a percentage of the proxy advisors, and continued in useexecutive’s salary for fiscal year 2018.Forty percent of our NEOs’ short-term incentive eligibility depended on the Company’s performance against three financial and operational metrics:Our operating cash flow (“OCF”) multiple relative to those of the GDX Constituents before working capital changes.The operating cash flow multiple measures our relative market performance against that of our peers and directly reflects production performance, financial discipline and portfolio quality;Net GEO production relative to the Company’s fiscal year 2018 budget forecast.Net GEO production relative to budget represents the production success of our existing asset portfolio. Net GEO production for purposes of determining short-term incentives is the result of our operators’ aggregate mineral production subject to ourstream and royalty interests, net of Voisey’s Bay production, multiplied by metal prices used in our fiscal year 2018 budget, less reported cost of sales, divided by the gold price used in our fiscal year 2018 budget; andOur ability to hold costs in line with our budget.The cost containment metric measures our ability to conduct the Company’s business in a cost-efficient manner.Forty percent of our NEOs’ short-term incentive eligibility depended on the degree to which the Company achieved four strategic objectives: acquiring new streaming and royalty assets; identifying a new deposit, drilling and increasing mineralized material at the Company’s Peak Gold joint venture in Alaska; preparing the Voisey’s Bay litigation for trial in the first quarter of fiscal year 2019; and maintaining specific leverage and liquidity levels.Twenty percent of our NEOs’ short-term incentive eligibility depended on each NEO’s performance against multiple unique corporate and personal goals designed to promote each NEO’s superior individual performance and continued development and growth as an executive officer, as well as to promote management talent development below the officer level.The CNG Committee established threshold, target and maximum payouts ranging from zero payout if no threshold measure is achieved, to 100% payout of target if each target measure is achieved, to 200% payout of target if all maximum measures are achieved or exceeded.2021. The CNG Committee defined “target”the target as the mid-pointmidpoint of each NEO’sexecutive’s short-term incentive range (75% to 125% of base salary for the CEO, and 60% to 90% of base salary for all other NEOs).Table 6 summarizes the fiscal year 2018measures andprogram can range from zero if no threshold goals are achieved to 200% of an executive’s short-term incentive target if each maximum goal was achieved. In general, the payout thresholds associated with them.CNG Committee sets performance goals based on the following guideposts:◇TABLE 6 – FISCAL YEAR 2018 SHORT-TERM INCENTIVE SCORECARD TARGET MAXIMUM performance goals should be set to the minimum acceptable performance level, below which performance is not worthy of variable compensation performance goals should generally be consistent with our annual budget and strategic plan, but should be challenging to achieve Scorecard2021 PROXY STATEMENT 41 Performance Measures WeightWeight Threshold
(0% payout) Target
(100% payout) MaxMaximum
(200% payout) Financial / Operational Objectives●Operating Cash Flow multiple relativeShareholder return as compared to GDX Constituents (before working capital changes)1a peer group of other streaming and royalty companies ![[MISSING IMAGE: tm2122690d2-pc_chart15pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-pc_chart15pn.jpg){kind=small}
20%50% of peer
group60thpercentile 85thpercentile125% of peer
group 100thpercentile200% of peer
group ●Net GEO Production (ex-Voisey’s Bay revenue, using fiscal year 2018 budget metals prices) vs. fiscal year 2018 budgetproduction as a ratio of common stock outstanding as compared to budget* 10%80% of FY 2018
20% below budget 100% of FY 2018
At budget 120% of FY 2018
20% over budget Increase in net GEO reserves as a ratio of common stock outstanding ●Cost Containment (excluding non-cash compensation,![[MISSING IMAGE: tm2122690d2-pc_chart20pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-pc_chart20pn.jpg){kind=small}
5% decrease 5% increase 15% increase Operating costs as a ratio of net GEO production taxes, exploration costs and extraordinary items)as compared to budget ![[MISSING IMAGE: tm2122690d2-pc_chart10pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-pc_chart10pn.jpg){kind=small}
10% 10% over FY 2018
budget Meet FY 2018
At budget 10% under FY 2018
below budget Strategic Objectives2:Evaluation of minimum average liquidity as compared to budget ●Deploy Capital 15%CNG Committee assessment of liquidity and asset integrity Invest threshold, target or maximum amounts to acquire new streaming and royalty assets during fiscal year 2018 Evaluation of asset integrity based on asset value, protection measures, and quality including receivables, inventory, and mineral property interests ●Peak Gold![[MISSING IMAGE: tm2122690d2-pc_chart5pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-pc_chart5pn.jpg){kind=small}
5%Identify a new deposit, commence resource drilling, and increase mineralized material to specified level Individual performance against preestablished goals ●Financial Strength after growing dividend![[MISSING IMAGE: tm2122690d2-pc_chart25pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-pc_chart25pn.jpg){kind=small}
10%CNG Committee or CEO assessment of individual performance Maintain specified Net Debt/EBITDA ratio and liquidity level for fiscal year 2018●Voisey’s Bay Litigation preparationTotal 10% Manage preparation of the Voisey’s Bay litigation for trial or earlier successful resolutionIndividual Performance Measures2100% 20% Individualized corporate and personal performance targets and development goals for each NEOTotal: 100% 1Working capital changes represent the sum of changes in assets and liabilities as presented within the operating activities section of the Statement of Cash Flows.242The CNG Committee determined that public disclosure of the specific Strategic Objective and Individual Performance goals could cause competitive harm to the Company and is not material to an understanding of fiscal year 2018 executive compensation. ROYAL GOLD, INC. 2018 Proxy Statement40Proposal 2SHORT-TERM INCENTIVES WERE AWARDED FOR FISCAL YEAR 2018with assistance from management, utilized the scorecard to determine short-term incentive awards for fiscal year 2018 Company andalso evaluated Mr. Heissenbuttel’s performance against his individual performance as follows:The CNG Committee determinedmeasures. Mr. Heissenbuttel evaluated the Company’s performance against each Financial, Operational and Strategic Performance Measure. The CEO determinedeach executive officer’s (other than the CEO’s) performanceof our other NEOs against their uniqueindividual performance measures. Individual Performance Measures,performance goals for Mr. Heissenbuttel related to corporate strategy, stockholder engagement, expanded ESG efforts, and succession planning. Individual performance goals for the other NEOs covered specific tasks relating to their areas of responsibility and covered topics such as asset management, business development efforts, expanded ESG efforts, or reduced costs, depending on the NEO. Measure % of
Target
Achieved Weight Heissenbuttel Isto Breeze Libner Shefman Shareholder Return 0% 15% 0% 0% 0% 0% 0% Net GEO Production 119% 15% 18% 18% 18% 18% 18% Net GEO Reserves 30% 20% 6% 6% 6% 6% 6% Expense Control 200% 10% 20% 20% 20% 20% 20% Liquidity 100% 10% 10% 10% 10% 10% 10% Asset Integrity 100% 5% 5% 5% 5% 5% 5% Individual Performance 25% 26% 26% 27% 27% 28% Individual Score 100% 85% 85% 86% 86% 87% Measure Heissenbuttel Isto Breeze Libner Shefman Target $670,000 $375,000 $285,750 $262,500 $251,250 Individual Score 85% 85% 86% 86% 87% Actual Short-Term Incentive $570,000 $319,800 $269,500 $226,000 $218,000 determinedapproved a discretionary cash bonus of $46,800 to Mr. Isto in recognition of his extraordinary effort and support of business development activities during the CEO’s performance againstyear and $30,000 to Mr. Shefman in recognition of his Individual Performance Measures.The scores for all measures were converted to a percentage of the target achievedeffort on business development activities and multiplied by the percent weight assigned to each measure. The results were totaled.◇TABLE 7 – ACTUAL PERFORMANCE VERSUS PERFORMANCE MEASURES FOR FISCAL YEAR 2018Measure Result % of Target
Achieved Weight Jensen Wenger* Heissenbuttel Isto Kirchhoff OCF vs GDX Constituents Met 153 % 20 % 30.7 % — 30.7 % 30.7 % 30.7 % Net GEO Production Met 119 % 10 % 11.9 % — 11.9 % 11.9 % 11.9 % Cost Containment Met 27 % 10 % 2.7 % — 2.7 % 2.7 % 2.7 % Capital Deployment Not Met 0 % 15 % 0 % — 0 % 0 % 0 % Peak Gold Met 100 % 5 % 5 % — 5 % 5 % 5 % Financial Strength Met 100 % 10 % 10 % — 10 % 10 % 10 % Voisey’s Bay Litigation Met 150 % 10 % 15 % — 15 % 15 % 15 % Individual Performance 20 % 24.7 % — 22.2 % 22 % 21.2 % Total Score 100 % 99.98 % — 97.48 % 97.28 % 96.48 % *Mr. Wenger did not receive short-term incentive compensation for fiscal year 2018 due to his separation from the Company in June 2018.The total score was divided by 100 and multiplied by the midpoint of each NEO’s short-term incentive range, as described above. As indicatedhis leadership role in Table 8, the NEOs as a group were awarded short-term incentives at or slightly below target.◇TABLE 8 – ACTUAL SHORT-TERM INCENTIVE AWARDS FOR FISCAL YEAR 2018 Jensen Heissenbuttel Isto Kirchhoff* Target (Midpoint of Short-Term Incentive Range) $750,000 $363,750 $285,000 $300,000 Individual Total Score/100 .999 .975 .973 .965 Actual Short-Term Incentive $750,000 $355,000 $276,000 $289,000 Bonus — — — $10,000 *In addition to the cash amount determined by the short-term incentive scorecard, the CNG Committee awarded Mr. Kirchhoff a cash bonus of $10,000 for his role in preparing the Voisey’s Bay litigation for trial in the first quarter of fiscal year 2019.Long-Term Incentive AwardsOUR LONG-TERM INCENTIVES ALIGN MANAGEMENT OBJECTIVES WITH STOCKHOLDERS’ INTERESTSINCENTIVE AWARDSexecutive officersexecutives to manage our business for the Company’s business over a multi-year periodlong term by delivering a significant portion of each officer’sexecutive’s potential total direct compensation at a future date.●The CNG Committee administers the 2015 Omnibus Long-Term Incentive Plan (“2015 LTIP”) by:●Undertaking a careful risk analysis to assure that executive officers are guided by appropriate incentives while discouraging excessive risk-taking;●Establishing performance measures and goals designed to align management’s objectives with stockholders’ long-term interests;●Considering the degree to which financial, operational and strategic goals and objectives have been met; and●Determining the equity awards for our NEOs each year.www.royalgold.com41Table Annual long-term incentive awards are driven primarily by our achievement of ContentsProposal 2●Annual long-term incentive awards are driven primarily by:●The Company’s achievement of performance goals that are consistent with Company strategy and generating long-term returns for stockholders; and●The Company’s overall goal to maintain total direct compensation at the mean of our compensation benchmarking peers.WE UTILIZE THREE FORMSperformance goals that are consistent with our strategy and generate long-term returns for stockholders. The CNG Committee generally tries to set the value of long-term equity awards at an amount that targets total direct compensation at or near the median of our peers depending on experience.EQUITY AWARDS EACH SERVING A DIFFERENT PURPOSEStock Options and Stock-Settled Stock Appreciation RightsStock-Settled Stock Appreciation Rightsstock-settled stock appreciation rights (“SARs”) are considered long-term awards and are intended to promote sustainable business results by encouraging management to achieve share price appreciation. A SAR is a right to receive, upon exercise, 2021 PROXY STATEMENT 43 the Company’sour common stock. The grant price for stock options and SARs is the closing price of the Company’sour common stock on the Nasdaq Global Select Market on the date of grant. Optionsgrant date. Stock options and SARs granted in fiscal year 2021 have ten-year10-year terms and vest in equal annual increments over three years beginning on the first anniversary of the grant.grant date. Once granted, options and SARs are not subject to any future price adjustment.Weawardawarded the first $100,000 in value of stock options in the form of incentive stock options (the limit for incentive stock options under the Internal Revenue Code) and amounts above $100,000 are typically awarded in the form of SARs.Restricted Stock
Our executives based in Canada and Switzerland typically are awarded the entire value in SARs.Restricted stockRSAs and RSUs granted in fiscal year 2021 vest in equal annual increments on the third, fourth, and fifth anniversaries of the date of grant.Shares of restricted stock awarded to ourgrant date. considered issued and outstanding shares of common stock with respect tovoting and dividend rights. RSUs are not issued and outstanding shares upon which executivesthe grantee may vote and receive dividends paid in the ordinary course to other Royal Gold stockholders. RSUs awarded to our Canada-based employees do not entitle the executives to vote or receive dividends, although executives receivedividends; however, grantees are entitled to a cash payment (or dividend equivalent) in the amount of declared dividends at the time dividends are paid.In addition to service-based vesting requirements for historical restricted stock awards, the CNG Committee introduced a performance-based vesting requirement beginning with restricted stock awards made to NEOs in August 2012 for fiscal year 2013. For restricted stock awarded before August 2015, all stock underlying an annual award would have been forfeited if the Company failed to meet an Adjusted EBITDA hurdle established for the fiscal year for which the award was made. For awards made since August 2015, the CNG Committee requires the Company to achieve the Net Revenue Target before the NEOs become entitled to receive such awards. The CNG Committee reasons that there may be times when the health of the Company does not allow for restricted stock awards or RSUs, and these hurdles establish a threshold below which corporate performance is not sufficient to justify vesting the awards.For restricted stock awards made for fiscal year 2018, the Net Revenue Target was $240 million. The Company achieved actual Net Revenue of $375 million in fiscal year 2018, making the NEOs eligible to vest in these if the service requirement is also met.Performance StockPerformance stock awards are intended to provide significant incentive to achieveincentivize the achievement of long-term revenue growth and share price appreciation. Performance shares can beare earned only if preestablished performance goals are met within defined measuring periods. If the performance goals are not achieved by the end of the applicable measuring period, the shares are forfeited. expire unvested.considered issued and outstanding shares with respect toupon which executivesthe grantee may vote or receive dividends and cannotdividends. Performance shares vest untilonly if the CNG Committee determines that the underlying performance objectivesgoals are met. PerformanceVested performance shares are settled within shares of the Company’sour common stock when they vest.Performance Shares Awarded Before August 2015
stock.awardedgranted in August of each year from 2016 through 2020 remained outstanding and subject to vesting conditions during fiscal year 2021. These awards had the following characteristics:August 2015 which have not already vested or lapsed may vest upon meeting a single performance goal: 10% compounded annual growth in Adjusted Free Cash Flow Per Share (“AFCFPS”)* on a trailing twelve-month basis. These performance shares may vest in increments over five years fromthe end of the fifth fiscal year following the grant date. For example,Growth in annual net GEOs is designed to measure our success in growing our business, whether by acquiring new streams and royalties or reserve expansion by our mine operators. Net GEOs are calculated in the same manner as for short-term incentive awards, as described above. However, due to the five-year vesting period, meeting or exceeding this measure depends on our success in continually acquiring new, revenue-producing stream and royalty assets.Growth by acquisition and reserve expansion is one of our strategic objectives.threshold level of 2.5% growth in compounded AFCFPS is necessary forTSR compared to the minimum vesting of 25%TSRs of the performance shares. Maximum vesting is earned with achievement of 10% compounded AFCFPS.GDX constituents*Adjusted free cash flow per share, a non-GAAP financial measure, defined as operating income plus production taxes, exploration expenses, depreciation, depletion and amortization, non-cash charges and any impairment of mining assets, less non-controlling interests in operating income of consolidated subsidiaries.2018 Proxy Statement42Proposal 2Table 9 shows the amount of performance shares awarded for fiscal years 2014 and 2015 which have vested through July 30, 2018. All performance shares awarded for fiscal year2014 which did not vest on or prior to June 30, 2018, have lapsed and cannot vest. All performance shares awarded for fiscal year 2015 have vested.◇TABLE 9 – PRE-2015 PERFORMANCE SHARE AWARDS: VESTING TO JUNE 30, 2018Awarded for FY Earned in
FY 2014 Earned in
FY 2015 Earned in
FY 2016 Earned in
FY 2017 Earned in
FY 20182014 0 % 0 % 0 % 25 % 0 % 2015 N/A 0 % 25 % 50 % 25 % Performance Shares Awarded Beginning in August 2015The CNG Committee replaced the AFCFPS measure with two new performance share measures for performance shares awarded beginning in August 2015 for fiscal year 2016:●One-half may vest upon the Company’s achievement ofannual growth in Net GEO production (“GEO Shares”) between defined threshold and maximum growth levels prior to the end of the fifth fiscal year following the grant date. Annual growth in Net GEO production measures success in growing our business by acquiring new streams and royalties and by realizing reserve expansion by our mine operators.Growth by acquisition and resource expansion is a key strategic objective of the Company. Net GEO production for purposes of determining eligibility to vest performance share awards is calculated in the same manner as for short-term incentive awards; but meeting or exceeding this measure depends upon the Company’s ability to continually acquire new, revenue-producing stream and royalty assets; and●One-half may vest based on the Company’s achievement ofTSR compared to the TSRs of the GDX Constituents (“TSR Shares”) between defined threshold and maximum levels. TSR Shares are eligible to vest for defined one- and three-year measuring periods, and only if the executive remains in continuous service to the Company until the end of the third fiscal year following the grant date. Relative TSR measures the value created for our stockholders over one- and three-year periods.Achieving the highest TSR among our peer companies is a key strategic objective of the Company.GEO Shares and TSR Shares mayare eligible to vest for defined one- and three-year measuring periods. Relative TSR measures the value created for our stockholders over one- and three-year periods. Achieving the highest TSR among our industry peers is one of our strategic objectives.inwithin a range betweenfrom zero shares if neitherthe threshold GEO and TSR metric goal is met;met, to 100% of GEO Shares and TSR Shares awarded if both the target GEOgoal is met, and TSR metrics are met;then to 200% ofif the GEO Shares and TSR Shares awarded if both themaximum GEO and TSR metrics are goal is met or exceeded.awarding performance shares for fiscal yearsgranted in August 2016 through 2018,2020, and the Company’sour results compared to these goals, were:GoalGoal:: Add, within five fiscal years after any grant date, a specific number of Netnet GEOs over the actual Net GEO production achieved ina set baseline of net GEOs. For the fiscal year prior to2021 awards, the grant date, excluding Netnet GEOs attributable to Voisey’s Bay.baseline was set at our fiscal year 2021 budgeted amount. The CNG Committee established specificgoals for threshold, target, and maximum Net GEOpayouts under the award represented a compound annual growth goalsrate for net GEOs of 0%, 14%, and 39%, respectively, over our fiscal year 2018. 2021 budget. 44 ROYAL GOLD, INC. specific goals are not disclosed here because the CNG Committee determined that public disclosure of them could cause competitive harm to the Company and does not believe that the figures themselves are material to an understanding of the GEO Shares.Growth in actual Net GEO production volume achieved during each of fiscal years 2016 and 2017 exceeded the number of additional Net GEOs required to vest GEO Shares at the target level for each award. Actual Net GEO production volume achieved during fiscal year 2018 was sufficient to vest an incremental numbervesting of GEO Sharesshares awarded for fiscal years 2016 and 2017 but was insufficient to vest any GEO Shares awarded for fiscal year 2018. Accordingly, the CNG Committee awarded GEO Shares to the NEOs based on linear interpolation between the target and maximum numberannually in August of shares eligible for award. Vesting of GEO Shares awarded for fiscal years 2016 through 20182020 is summarized as follows:below: Grant Date Cumulative
Percentage of
Target Net GEO
Production as of: Vesting Result Cumulative
Percentage of
Target GEO
Shares Vested August 2016 6/30/2017 107% Between target and maximum 107% 6/30/2018 109% Incremental additional shares 109% 6/30/2019 109% No vesting 109% 6/30/2020 109% No vesting 109% 6/30/2021 109% No vesting 109% August 2017 6/30/2018 0% No vesting 0% 6/30/2019 0% No vesting 0% 6/30/2020 0% No vesting 0% 6/30/2021 0% No vesting 0% August 2018 6/30/2019 0% No vesting 0% 6/30/2020 0% No vesting 0% 6/30/2021 0% No vesting 0% August 2019 6/30/2020 0% No vesting 0% 6/30/2021 0% No vesting 0% August 2020 6/30/2021 28% Between threshold and target 28% ◇TABLE 10 – GEO SHARE VESTING THROUGH JUNE 30, 2018Awarded for Fiscal Year Percentage of
Target Net GEO
Production as of
6/30/2016 Cumulative
Percentage of
Target Net GEO
Production as of
6/30/2017 Cumulative
Percentage of
Target GEO
Shares Vested as of
6/30/2018 Percentage of
Maximum GEO
Shares Remaining
Eligible to Vest2016 121 % 190 % 198 % 2 % 2017 N/A 107 % 109 % 91 % 2018 N/A N/A 0 % 200 % www.royalgold.com43Proposal 2Constituentsconstituents for defined 1-one- and three-year periods:periods. With respect to TSR Shares awardedshares”)avesting in equal one-third increments for each one-year measuring period ending on June 30 of the first, second, and third fiscal year:●One-half will be evaluated for the three-year measuring period ending on June 30 of the third fiscal year after the grant date (“Three-year TSR Shares”); and●One-half will be evaluated for vesting in equal one-third increments for each one-year measuring period ending on June 30 of the first, second and third fiscal years after the grant date (“One-year TSR Shares”).Awardsyears after the grant date (“1-year TSR shares”)Three-year TSR Shares and One-year TSR Shares that are determined to vest will be settledcommon stock following June 30 of the third fiscal year after the grant date, when and if the CNG Committee determines that the TSR goal has been met or exceeded. In order to receive any met.Shares, executives must remain in continuous service to the Company through the third anniversary of the grant date. Eligibility to vest TSR Shares will lapse as to any that do not vest at the end of their three-year or one-year measuring period.SHARES VESTING THRESHOLDS◇TABLE 11 – TSR SHARE VESTING THRESHOLDSMetric Total Shareholder Return Vesting Threshold Less than 50thpercentile 0% of target shares awarded Target 75thpercentile75th percentile 100% of target shares awarded Maximum 100thpercentile100th percentile 200% of target shares awarded Table 12 summarizes the TSR Shares awarded for fiscal years 2016 through 2018, the Company’s TSR percentile compared to the GDX Constituents for each of these fiscal years, and the determinations of the CNG Committee with respect to such awards.◇TABLE 12 – TSR SHARE VESTING THROUGH JUNE 30, 20182021 PROXY STATEMENT 45 Awarded for Fiscal YearGrant Date Tranche PercentileAchievedTranche Percentile
Achieved CNG Committee Vesting Determination 2016August 2018 1-year, 1 year, tranche 1 22ndth Percentile below threshold; shares lapsedexpired unvested 1-year,1 year, tranche 2 89thrd Vested by linear interpolation between target and maximumPercentile below threshold; shares expired unvested 1-year,1 year, tranche 3 80th Vested by linear interpolation between target and maximum3-year68thVested by linear interpolationPercentile between threshold and targettarget; 28% of shares vested and remaining expired unvested* 20173 year 1-year, Percentile below threshold; shares expired unvested August 2019 1 year, tranche 1 89th Vested by linear interpolation between target and maximum*Percentile below threshold; shares expired unvested 1-year,1 year, tranche 2 80th Vested by linear interpolationPercentile between targetthreshold and maximum*target; 20% of shares vested and remaining expired unvested* 1-year,1 year, tranche 3 n/aN/A Not yet subject to evaluation 3 year 3-year N/A n/a Not yet subject to evaluation 2018August 2020 1-year, 1 year, tranche 1 80th Vested by linear interpolationPercentile between targetthreshold and maximum*target; 36% of shares vested and remaining expired unvested* 1-year,1 year, tranche 2 n/aN/A Not yet subject to evaluation 1-year,1 year, tranche 3 n/aN/A Not yet subject to evaluation 3 year 3-year N/A n/a Not yet subject to evaluation *Vesting is subject to recipient meeting the continuous service requirement. ROYAL GOLD, INC. 2018 Proxy Statement 44Proposal 2Annual Compensation ProcessThe CNG Committee Leads the Annual Executive Compensation-Setting Process, with Involvement from its Compensation Consultant and Management◇ROLES AND RESPONSIBILITIES IN THE ANNUAL COMPENSATION PROCESSCNG Committee ●•Three directors; independence determined annually under●•●•●•design;design and reviews annuallyany updates or changes with the Board of Directorsannually●•valuesvalue through establishment of performance measures and goals consistent with creatingour strategy and long-term value creation for stockholders●•were or were notare met●•Independent Directorsindependent directors●•●•advice and recommendationsinput from independent compensation consultant and CEO concerningon NEO compensation●• Management ●•Solicits feedback from major stockholders concerning executive compensation plan●Provides input to CNG Committee on strategy and program design●• Independent Compensation Consultant ●•●•●•●•●• commissions external reviews of executive and director compensation in alternating years to balance consulting costs with the need to achieve consistency with market compensation practices. The CNG Committee first retained Hugessen in fiscal year 2015 to provide independent advice on the Company’s executive compensation framework and design, as well as related governance matters. Since then, the CNG Committee included Hugessen’s director and executive compensation reports as one consideration in its deliberations on compensation design and award.The CNG Committee utilizes the independence factors prescribed by the SEC and Nasdaq to assessassessed the independence of its compensation consultants on an annualbasis. Each year, the CNG Committee determinedconsultant under Nasdaq listing standards and SEC rules and concluded that at all relevant times, no conflict of interest exists regarding Hugessen’s work.The CNG Committee’sexisted that would have prevented the compensation consultant provides no servicesfrom serving as an independent consultant to management. Instead,the CNG Committee.determines the nature and scope of the desired consultingdid not provide any services and enters into a consulting agreement directly with the independent consultant. to management in fiscal year 2021.Chairman approvesor the Board is responsible for making all statements for services performed.Members of Royal Gold’sequity grants. Our management dodoes not have the authority to make off-cycle or ad-hocany equity grants. In the event of a new hire grant, approval is obtained prior to any grant being made either at a regularly scheduled CNG Committee meeting or by unanimous written consent of the CNG Committee.www.royalgold.com452021 PROXY STATEMENT 47 Proposal 2We Establish Relevant Comparator Groups and Conduct Executive Compensation BenchmarkingWE SELECT BENCHMARKING PEERS THAT MATCH OUR INDUSTRY, BUSINESS MODEL, MARKET CAP AND CORRELATION TO GOLD PRICEPROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION annually based primarily on similar industry profile and size as measured by market capitalization. Our compensation peer group includes both of our largestclosest direct streaming and royalty competitors, while the remainder of the group includes comparably-sizedas well as comparably sized gold and silver mining companies.Many of our largest investors have told us repeatedly in recent years that they consider our gold-focused peer group to be the most relevant and appropriate for compensation and performance benchmarking purposes. Following is a comparison between the Company’s 2017 selected peer group and those selected by Glass-Lewis and Institutional Shareholder Services (“ISS”) in 2017:◇TABLE 13 – COMPARISON OF PEER GROUPS SELECTED BY THE COMPANY AND PROXY ADVISORSCompany Peer Group Glass-Lewis Peer GroupPrimary
IndustryISS Peer Group
Includes publicly traded companies with similar industry profile and size as measured by market capitalization (see Table 14 below) Includes both of our largest direct streaming and royalty competitors Includes comparably-sized gold and silver mining companies Selected peers mostly unchanged since fiscal year 20131 Includes nine Canadian companies2 Includes all of our peer selections, plus four additional gold companies Includes thirteen Canadian companies2
Includes neither of our principal streaming and royalty competitors Includes only three precious metals companies Includes companies in the activated carbon, agricultural products, fertilizer, industrial and specialty chemicals, human and animal nutrition, nickel/cobalt alloys, sealants and coatings and other unrelated industries ISS-selected peers generally trade on market fundamentals that are different and off-cycle from those driving the precious metals business Includes no Canadian companies21The Company peer group is reviewed annually. Since 2013, changes to the peer group were made either to account for merger and acquisition activity in the peer group or to better position the Company among its peers according to size,Market
Capitalization as measured by market capitalization.2According to S&P CapitalIQ, (i) there are only four publicly traded precious metals companies (including Royal Gold) incorporated in the United States having a market capitalization greater than $1 billion, compared to 22 such companies in Canada; and (ii) as
of June 30, 2018, the peers selected most recently by ISS averaged only one-sixth the market capitalization of Royal Gold. We believe that a fair compensation peer group,2021
($ in terms of both industry profile and size, cannot be selected for millions)* Agnico Eagle Mines Limited Gold 14,693 B2Gold Corporation Gold 4,415 Centerra Gold Inc. Gold 2,253 Eldorado Gold Corporation Gold 1,807 Franco-Nevada Corporation Gold 27,736 IAMGOLD Corporation Gold 1,404 Kinross Gold Corporation Gold 8,004 Osisko Gold Royalties Gold 2,302 Pan American Silver Corporation Silver 6,008 Wheaton Precious Metals Corporation Silver 19,849 Yamana Gold Corporation Gold 4,072 75th Percentile 11,348 Median 4,415 25th Percentile 2,278 Average 8,413 Royal Gold, without including Canadian entities.◇Inc.TABLE 14 – COMPANY COMPARISONS TO COMPANY SELECTED PEER GROUPAs of June 30, 2017 (In USD Millions) Correlation to Gold
Price, July 1, 2016 to
June 30, 2017Company Primary
Industry Market Capitalization
($) Last 12 Months’ EBITDA
($) Agnico Eagle Mines Limited Gold 10,334 1,009 89 % B2Gold Corporation Gold 2,741 298 46 % Centerra Gold Inc. Gold 1,587 529 64 % Coeur Mining, Inc. Silver 1,557 167 66 % Eldorado Gold Corporation Gold 1,895 145 69 % Franco-Nevada Corporation Gold 13,012 511 86 % Hecla Mining Company Silver 2,020 213 28 % IAMGOLD Corporation Gold 2,392 815 45 % New Gold Inc. Gold 1,824 203 63 % Pan American Silver Corp. Silver 2,569 301 48 % Wheaton Precious Metals Corporation Silver 8,756 602 85 % 2018 Proxy StatementGold 7,486 46Percentile P65 Proposal 2As of June 30, 2017 (In USD Millions) Correlation to Gold
Price, July 1, 2016 to
June 30, 2017Company Primary
Industry Market Capitalization
($) Last 12 Months’ EBITDA
($) 75thPercentile 6,020 547 81 % Median 2,481 303 65 % 25thPercentile 1,877 211 48 % Average 4,483 425 64 % Royal Gold, Inc. Gold 5,108 306 79 % Percentile P70 P50 P70 Data source: S&P CapitalIQ WE COMPARE OUR EXECUTIVE OFFICER COMPENSATION AGAINST OUR BENCHMARKING PEERSFor*2018, the2020 executive compensation.adjustedreviews and considers peer data on several compensation elements, including base salary, in two respects: a 3.1% cost of living increase based upon the July 2017 United States Bureau of Labor Statistics study for the Denver area;short-term incentives, long-term incentives, and where appropriate, adjustments believed necessary to align NEOs at or near the mean salaries of its benchmarking peers.total direct compensation.Employment AgreementsPROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATIONRoyal Goldits NEOs effective July 1, 2016, supersedingour NEOs. Under these agreements, we offer certain post-employment payments and replacingbenefits to our executives upon the occurrence of specified events. We believe these arrangements better enable us to offer competitive total compensation packages to our executives and promote the ongoing retention of these executives when considering potential transactions that may create uncertainty as to their future employment agreements entered into in September 2013. Eachwith us. None of the employment agreements were amended effective December 15, 2017. Pursuant to Mr. Jensen’sprovide for excise tax gross-ups in a change of control.JensenHeissenbuttel provides that he will continue to serve as the Company’sour President and Chief Executive Officer,CEO and the Company’sthat our Board of Directors will continue to nominate Mr. Jensenhim for re-electionreelection as Director. Pursuant to individual employment agreements, Messrs. Heissenbuttel, Istoa director. The agreement has a one-year term beginning on January 2, 2020, and Kirchhoff will continue to serve as officers of the Company, namely the Chief Financial Officer and Vice President Strategy, Vice President Operations, and Vice President, General Counsel and Secretary, respectively. Mr. Wenger, formerly Chief Financial Officer and Treasurer, separated from service to the Company effective June 8, 2018. The employment agreements are for one-year terms, renew automatically renews for four consecutive one-year periods and will expire on June 30, 2021, unless either the Company or the executiveparty timely elects notfor nonrenewal. Under the agreement, Mr. Heissenbuttel is entitled to renew the terman annual base salary of theat least $650,000, which may be increased annually as determined by our Board or CNG Committee. Mr. Heissenbuttel is also eligible to participate in our short-term incentive and long-term equity programs, as well as other employee benefits made available to similarly situated executives. Mr. Heissenbuttel is entitled to severance benefits in connection with a termination of employment agreement, or unless the employment agreement is otherwise terminated in accordance with its terms. Asa change of control as described below under the heading“Potential Payments Upon Termination or Change of Control(” on page 54), each59.provideswith each of our other NEOs. The agreements for Messrs. Isto and Breeze are between these executives and our wholly owned subsidiaries, Royal Gold Corporation and RGLD Gold AG, respectively. Mr. Breeze’s agreement began on January 1, 2019, and has an indefinite term. The agreements with Messrs. Isto, Libner, and Shefman have a one-year term beginning on January 2, 2020, and automatically renew for four consecutive one-year periods unless either party timely elects for nonrenewal. Each executive is entitled to a minimum annual base salary, which salary may be increased annually as determined by our Board or CNG Committee. Each executive is also eligible to participate in our short-term incentive and long-term equity programs, as well as other employee benefits made available to similarly situated executives. Each executive is entitled to severance compensationbenefits in certain events. Noneconnection with a termination of the employment agreements providesor a change of control as described below under “Potential Payments Upon Termination or Change of Control” on page 59.excise tax gross-ups for change-in-control provisions.Benefit Programsthe executive officersour executives are common in design and purpose to those forthe programs offered all of our employees in the United States andU.S., Canada, and include an opportunity toSwitzerland. Executives can also participate in various health and welfare benefit programs.programs to the extent appropriate in the country of employment under applicable laws. We share the cost of certain health and retirement benefit programs with our employees. The CompanyWe also maintainsprovide, directly or indirectly, retirement plans for our US and Canadian Employees.employees. The USU.S. plan is a Salary Reduction/Simplified Employee Pension Plan (“SARSEP Plan”), in which all USU.S. employees are eligible to participate. The Canadian plan is a Group Registered Retirement Savings Plan (“Group RRSP”), in which all Canadian employees are eligible to participate. The SARSEP Plan and Group RRSP are voluntary plans.tax deferredtax-deferred investment plan. The CompanyWe may make non-elective contributions to the employee’s SARSEP Plan and Group RRSP up to 7% of an individual’s annual salary and short-term incentive, 2021 PROXY STATEMENT 49 Those that do not participate inEmployer contributions to the employee’s SARSEP Plan andor Group RRSP receive a 3% employer contribution in accordance with the respective plan rules. Employer contributions are immediately 100% vested. Total employee and employer contributions to the SARSEP Plan and Group RRSP are subject to annual regulatory limitations.www.royalgold.com47Table Our Swiss subsidiary pays approximately 50% of ContentsProposal 2PerquisitesCompanycontribution due is a percentage of the relevant covered salary and depends on the age of the Swiss employee. does not provide perquisites or other special benefits to executive officers.Executive Stock Ownership GuidelinesRoyal Gold’sexecutives.its NEOsour executives to achieve and maintain a minimum investment in the Company’s common stock at levels set by the CNG Committee. The requirement incentivizes our NEOsstock. We believe these requirements incentivize our executives to focus on improving long-term stockholder value and alignsalign our executives’ interests with the interests of management and stockholders.stockholders generally. The requirement is set as a number of shares that is equivalent to a multiple of the NEO’sexecutive’s base salary. Unexercised stock options and SARs unvested shares of restricted stock and unearned performance shares are not considered owned for purposes of the program.the NEOsexecutives must meet ownership targets. The program also requires each NEO toEach executive must hold an aggregate of fifty percent (50%)50% of the shares of stock acquired pursuant tounder any equity grant, of options, SARs, restricted stock or performance stock, net of any shares withheld or sold to cover withholding taxes, until suchthe executive officer reaches his or herthe ownership target. Allrequirement. As shown in the table below, all of our NEOs arewere in compliance with the ownership requirements (see Table 15 below, calculated as of September 17, 2018).In order to align the interests of management and stockholders,20, 2021, except for Mr. Breeze who joined Royal Gold‘s policy precludes NEOs from hedging against their investmentsGold in the Company’s common stock. Further, NEOs are restricted from pledging their investments in the Company’s common stock.◇TABLE 15 – NEO STOCK OWNERSHIP SUMMARYRoleExecutive Guideline Value of Common Common Stock to be Owned Actual Value Owned as of
September 20, 2021 William Heissenbuttel 4x Salary 12.1x Salary President and CEOMark Isto 2x 4xSalary 4.7x 15.8xSalary Daniel Breeze 2x Salary 1.9x Salary Chief Financial Officerand VP StrategyPaul Libner 2x 2xSalary 4.2x 11.6xSalary Randy Shefman 2x VP Operations2xSalary 4.1xSalary 2.2x VP, General Counseland Secretary2xSalary8.8xSalaryTax DeductibilityCompensationPriorwhat would have been paid or granted to passagethe executive after giving effect to the restatement. In addition, if any executive has engaged in improper conduct that results in, or could reasonably be expected to result in, material financial harm to Royal Gold or its stockholders, material reputational risk to Royal Gold, or criminal proceedings against Royal Gold or its directors, officers, or employees, then the Board may, in its sole discretion after evaluating the associated costs and signingbenefits, recoup or take other action regarding any incentive compensation paid or granted during the previous three years to that executive. For purposes of the Tax Reform and Jobs Act of 2017 (the “Act”), policy, improper conduct means an executive’s willful misconduct (including fraud, bribery, or other illegal acts) or gross negligence, including any failure to report properly, or to take appropriate remedial action with respect to, misconduct or gross negligence by another person.of 1986, as amended, imposed a limit onlimits the amount that a public company maycan deduct for compensation paid to certain covered executives in any one yearexcess of $1 million. Prior to 2018, the Company’s Chief Executive Officer and certain other NEOs. The limitation did not apply to certain 50 ROYAL GOLD, INC. meetingpaid to covered executives in excess of $1 million is not tax deductible, unless the requirements under Section 162(m)excess qualifies for “qualifying performance based” compensation. Prior to the Act becoming law, the Company and the CNG Committee reviewed and considered the deductibility ofcertain grandfather provisions. Going forward, we expect that executive compensation under Section 162(m).will not be fully deductible for income tax purposes. The CNG Committee usually sought,intends to maintain the pay-for-performance alignment of our incentive compensation programs and with respect to executivebelieves the interests of our stockholders are best served by not limiting the CNG Committee’s discretion and flexibility in crafting compensation determinations made for fiscal year 2018 did seek, to satisfy the requirements necessary to allow theplans and arrangements, even though some compensation of its named executive officers to be deductible under Section 162(m).Post-Termination CompensationThe Company doesawards may result in non-deductible compensation expenses.and Group RRSP Plan, and Pension Plan, each described above. The Company providesWe provide certain post-termination benefits pursuant to the terms of the LTIPour equity incentive plan and the employment agreements described above under ““Employment Agreements”Agreements” on page 4749 and below under the section titled““Potential Payments Upon Termination or Change of Control”Control” on page 54.59. None of the employment agreements provide for excise tax gross-ups for change-in-control provisions.2018 Proxy Statement48Proposal 2Risk Assessmentcontrol.Compensation Policiesour compensation policies and PracticesThe Company’spractices, including our executive compensation program, isto evaluate the potential risks associated with these policies and practices. We reviewed this assessment with the CNG Committee. We have concluded that our compensation programs are designed to support its ability to recruit, retain and reward high-performing executive officers who will drive growth, profitability and increased long-term stockholder value, while managing the Company responsibly over both the long- and short-term, and while maintaining the Company’s excellent reputation. The CNG Committee believes that the Company’s executive compensation iswith an appropriate balance of competitiverisk and reward and do not encourage excessive or unnecessary risk-taking behavior. As a result, we do not believe that risks relating to our compensation policies and practices are reasonably likely to have a material adverse effect on Royal Gold.and attractive short-short-term incentive awards, and long-term incentives that: (a) are based upon achievement of many of the sameequity compensationtheour Board of Directors to chart our corporate strategy and evaluate the Company’s success in achieving that strategy; (b) utilize multiplemeasure;measure(c) provide opportunityperformance share awardssignificantly higher-than-targetthe incentives provided under our compensation over the long term through consistent superior corporate and individual performance. Management and the plansbelieveoversight of compensation programstotal executive compensation program provides strong incentives to manageinterests of executives with those of our stockholders generallylong term while avoiding excessive risk-taking in the short term.recoupment of executive incentive compensation for material restatements or serious misconduct2018 Summary Compensation TablePROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATIONpotential compensation of the Company’sour NEOs for fiscal years 2018, 20172021, 2020, and 2016.Name and Principal Position Year
(fiscal) Salary
($) Bonus
($) Non-Equity
Incentive Plan
Compensation
($) Stock
Awards(1)
($) Option
Awards(2)
($) All Other
Compensation(3)
($) Total
($)Tony Jensen 2018 750,000 — 750,000 1,552,322 820,850 32,738 3,905,910 President and Chief
Executive Officer2017 720,000 — 733,000 1,172,404 638,386 31,389 3,295,179 2016 700,000 — 750,000 1,326,022 779,328 32,436 3,587,786 Stefan Wenger(4) 2018 427,583 — — 517,986 32,206 822,294 1,800,069 Chief Financial Officer
and Treasurer2017 440,000 — 328,000 475,639 258,648 37,214 1,539,501 2016 425,000 — 345,000 512,536 301,214 36,036 1,619,786 William Heissenbuttel(5) 2018 485,000 — 355,000 558,778 295,351 37,370 1,731,499 Vice President
Corporate Development2017 470,000 — 345,000 486,947 265,195 38,389 1,605,531 2016 450,000 100,000 (6) 365,000 542,813 319,030 36,436 1,813,278 Mark Isto(7) 2018 390,000 — 276,000 524,531 277,374 30,601 1,498,506 VP Operations 2017 350,000 — 266,000 426,390 232,162 13,446 1,287,998 Bruce C. Kirchhoff 2018 400,000 10,000 (8) 289,000 434,655 229,864 32,171 1,395,690 Vice President, General
Counsel and Secretary2017 386,000 — 287,000 399,907 217,282 31,074 1,321,263 2016 375,000 — 305,000 451,883 265,600 31,211 1,428,694 2019. Name and Principal
Position Year
(Fiscal) Salary
($) Bonus
($) Non-Equity
Incentive Plan
Compensation
($)
Awards(1)
($)
Awards(2)
($)
Compensation(3)
($) Total
($) 2021 670,000 — 570,000 1,133,532 635,796 32,956 3,042,284 2020 583,000 50,000 477,000 842,551 413,142 37,863 2,403,556 2019 502,000 — 432,000 539,175 278,755 32,784 1,784,714
EVP and Chief Operating Officer Royal Gold Corporation 2021 501,900 46,800 319,800 597,986 335,135 36,637 1,838,258 2020 473,500 50,000 347,000 559,782 269,671 34,116 1,734,069 2019 430,000 — 366,000 465,306 240,416 33,387 1,535,109
VP Corporate
Development RGLD
Gold AG 2021 381,000 — 269,500 456,366 255,750 42,877 1,405,493 2020 370,000 — 275,000 406,475 194,594 35,340 1,281,409 2019 175,000 — 151,000 214,248 100,065 17,119 657,432
CFO and Treasurer 2021 350,000 — 226,000 396,148 222,911 40,010 1,235,069 2020 308,650 — 194,000 288,800 142,852 33,718 968,020
VP and General Counsel 2021 335,000 30,000 218,000 333,421 187,719 30,719 1,134,859 2020 295,250 — 186,000 257,108 126,225 26,849 891,432 Amounts shown reflect the total grant date fair value of restricted stock awards/units and performance stock awards, determined in accordance with ASC 718, made during fiscal years 2018, 2017 and 2016. Performance stock awards made in fiscal years 2016 through 2018 are shown at 100% of target performance. The fair value of the performance stock awards on the date of grant made during fiscal year 2018 assuming target and highest level of payout of performance shares, was as follows:Grant Date Value of Performance Award Name At Target
($) At Maximum
($) Tony Jensen 737,568 1,475,135 Stefan Wenger 246,110 492,220 William Heissenbuttel 265,921 531,841 Mark Isto 249,158 498,315 Bruce C. Kirchhoff 206,488 412,977 shown do not represent cash payments madethe grant date fair value of restricted shares and performance shares granted during the applicable fiscal year, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to the individuals, amounts realized or amounts that may be realized. Refercalculate grant date fair values in Note 9 to Note 7 to the Company’sour consolidated financial statements contained in the Company’s 2018our Annual Report on Form 10-K filed withfor the SEC on August 9, 2018, for a discussion on the valuationyear ended June 30, 2021. Performance shares are shown at 100% of target performance. The grant date fair values of the restrictedperformance shares, assuming target and maximum performance, were as follows: Grant Date Fair Value of
Performance Award ��� Name At Target
($) At Maximum
($) William Heissenbuttel 504,252 1,008,504 Mark Isto 266,565 533,130 Daniel Breeze 203,256 406,512 Paul Libner 176,599 353,198 Randy Shefman 148,832 297,664 performance stock awards.SARs granted during the applicable fiscal year, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 9 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 2021.www.royalgold.com4952 ROYAL GOLD, INC. Name Employer Retirement
Plan Contributions
($) Life and Disability
Insurance Premiums
($) Long-Term Disability
Insurance Premiums
($) Total All Other
Compensation
($) William Heissenbuttel 31,267 864 825 32,956 Mark Isto 32,079 2,295 2,263 36,637 Daniel Breeze 42,877 — — 42,877 Paul Libner 38,321 864 825 40,010 Randy Shefman 29,030 864 825 30,719 ContentsProposal 2(2)Amounts1 Canadian dollar to 0.78 U.S. dollars. Mr. Isto’s 2021 salary in this table differs from the amount shown reflect the total grant date fair value of stock options and SARs, determined in accordance with ASC 718 using the Black-Scholes-Merton option-pricing model, awarded during fiscal years 2018, 2017 and 2016. Amounts shown do not represent cash payments made to the individuals, amounts realized or amounts that may be realized. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 2018 Annual Report on Form 10-K filed with the SEC on August 9, 2018, for a discussion of the assumptions used in valuation of stock option and SARs awards.(3)All Other Compensation includes the following:Name Year
(fiscal) Employer SARSEP
Contributions
($) Life and Accidental Death &
Dismemberment
Insurance Premiums
($) Long-Term Disability
Insurance Premiums
($) Total All Other
Compensation
($)Tony Jensen 2018 31,049 864 825 32,738 2017 29,700 864 825 31,389 2016 30,750 861 825 32,436 Stefan Wenger 2018 34,605 864 825 36,294 * 2017 35,525 864 825 37,214 2016 34,350 861 825 36,036 William Heissenbuttel 2018 35,681 864 825 37,370 2017 36,700 864 825 38,389 2016 34,750 861 825 36,436 Mark Isto 2018 26,862 1,963 1,776 30,601 2017 10,278 1,656 1,512 13,446 Bruce C. Kirchhoff 2018 35,681 864 825 32,171 2017 29,385 864 825 31,074 2016 29,525 861 825 31,211 *Total all other compensation shown for Mr. Wenger in the table immediately above does not include $786,000 paid in accordance with his employment agreement upon his separation from service to the Company effective June 8, 2018.(4)Effective June 1, 2018, Mr. Wenger resigned from his position as Chief Financial Officer and Treasurer of the Company. All other compensation for Mr. Wenger includes certain payments made pursuant to his Employment Agreement upon his separation from service to the Company effective June 8, 2018.(5)Mr. Heissenbuttel was appointed to Chief Financial Officer and Vice President Strategy effective June 1, 2018.(6)Represented a cash award of $100,000 as special recognition of Mr. Heissenbuttel’s extraordinary performance in overseeing the acquisition of the Company’s new streaming interests in addition to a further royalty interest in one of the Company’s existing development projects, during the first quarter of fiscal year 2016.(7)Mr. Isto was not considered a Named Executive Officer until fiscal year 2017. Mr. Isto’s salary and non-equity incentive plan compensation are paid in Canadian Dollars. The amounts shown are the applicable United States Dollar equivalent.(8)Represents a cash award of $10,000 for Mr. Kirchhoff’s role in preparing the Voisey’s Bay litigation for trial in the first quarter of fiscal year 2019.The Company provides a SARSEP Plan (US employees) or Group RRSP (Canadian employees) and life and disability benefits to all of its employees. The Company matches employee contributions to the SARSEP Plan and Group RRSP, up to 7% of an individual’s aggregate annual salary and short-term incentive, subject to limits (see“Benefit Programs”on page 47).40 due to changes in the conversion rate.2018 Proxy Statement502021 PROXY STATEMENT 53 Proposal 2Grants of Plan-Based Awards in Fiscal Year 2018incentive awards and other stock-based awards granted to or modified for our NEOs during fiscal year 20182021.
Payouts Under
Non-Equity
Incentive Plan
Awards(1)
Payouts Under
Equity Incentive
Plan Awards(2)
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#)
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#) Exercise or
Base Prices
of Option
Awards
($/sh)
Fair Value of
Stock and
Option
Awards(5)
($) Name Award Grant
Date Target
($) Maximum
($) Target
(#) Maximum
(#) William
Heissenbuttel Annual Incentive N/A 670,000 1,340,000 N/A PSA 8/18/20 4,540 9,080 504,252 RSA 8/18/20 4,500 ��� 629,280 ISO/SAR 8/18/20 15,520 139.84 635,796 Mark Isto Annual Incentive N/A 375,000 750,000 N/A PSA 8/18/20 2,400 4,800 266,565 RSU 8/18/20 2,370 331,421 SAR 8/18/20 8,190 139.84 335,135 Daniel Breeze Annual Incentive N/A 285,750 571,500 N/A PSA 8/18/20 1,830 3,660 203,256 RSU 8/18/20 1,810 253,110 SAR8/18/20 6,250 139.84 255,750 Paul Libner Annual Incentive N/A 262,500 525,000 N/A PSA 8/18/20 1,590 3,180 176,599 RSA 8/18/20 1,570 219,549 ISO/SAR 8/18/20 5,430 139.84 222,911 Randy Shefman Annual Incentive N/A 251,250 502,500 N/A PSA 8/18/20 1,340 2,680 148,832 RSA 8/18/20 1,320 184,589 ISO/SAR 8/18/20 4,570 139.84 187,719 NEOs.Estimated Future Payouts Under
Equity Incentive Plan Awards(1)
Awards: Number
of Shares of
Stock or Units(2)
Awards: Number
of Securities
Underlying
Options(3)Exercise or
Base Prices
of Option
Awards(4) Grant Date Fair
Value of Stock
and Option
Awards(5) Threshold Target Maximum Name Grant Date (#) (#) (#) (#) (#) ($/sh) ($) Tony Jensen 8/23/2017 — 9,680 19,360 737,568 8/23/2017 9,320 814,754 8/23/2017 25,570 87.42 820,850 Stefan Wenger 8/23/2017 — 3,230 6,460 246,110 8/23/2017 3,110 271,876 8/23/2017 8,520 87.42 32,206 William Heissenbuttel 8/23/2017 — 3,490 6,980 265,921 8/23/2017 3,350 292,857 8/23/2017 9,200 87.42 295,351 Mark Isto 8/23/2017 — 3,270 6,540 249,158 8/23/2017 3,150 275,373 8/23/2017 8,640 87.42 277,374 Bruce C. Kirchhoff 8/23/2017 — 2,710 5,420 206,488 8/23/2017 2,610 228,166 8/23/2017 7,160 87.42 229,864 (1)Represents performance stock awards, TSR Shares and GEO Shares, which will vest upon achievement of target performance or market objectives within three or five years of the grant date, respectively. If target performance or market objectives are not met within three or five years of the grant, the performance stock awards will be forfeited. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 2018 Annual Report on Form 10-K filed with the SEC on August 9, 2018, for a discussion on the valuation and vesting of the TSR Shares and GEO Shares. Amounts shown in the “Target” column represent payout for 100% achievement of the target objectives, while amounts shown in the “Maximum” column represent 200% payout for achievement of the maximum objectives. Each TSR Share or GEO Share, if earned, will be settled with a share of Royal Gold common stock. The closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on the date of grant was $87.42. Performance stock awards are not issued and outstanding shares upon which NEOs may vote or receive dividends.(2)54Represents shares of performance-based restricted stock that vest based on continued service after meeting a threshold corporate performance goal. The closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on the date of grant was $87.42. Shares of restricted stock granted during fiscal year 2018 will vest ratably over three years commencing on the third anniversary of the grant date. Accordingly, one-third of the awarded shares will vest on August 23 of each of the years 2020, 2021 and 2022. Shares of restricted stock are issued and outstanding shares of common stock which have voting rights and upon which the NEOs received dividends calculated at the same rate paid to other stockholders.(3)Represents stock option and SARs awards that vest ratably over three years commencing on the first anniversary of the grant date. Accordingly, one-third of the stock options and SARs will become exercisable on August 23 of each of the years 2018, 2019 and 2020. Amounts for Messrs. Jensen, Wenger, Heissenbuttel, Isto and Kirchhoff include SARs awards of 24,427, 7,377, 8,057, 7,497 and 6,017 shares, respectively, and 1,143 stock option awards for each individual.(4)Exercise or base price is the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date.(5)ROYAL GOLD, INC.Amounts shown represent the total fair value of awards (at target) calculated as of the grant date in accordance with ASC 718 and do not represent cash payments made to the individuals, amounts realized or amounts that may be realized.www.royalgold.com51
YEAR 2021Proposal 2Outstanding Equity Awards at 2017 Fiscal Year Endshares of restricted stockshares, and performance stock awardsshares for each of theour NEOs as of June 30, 2018.Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options(1) (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units
That Have
Not
Vested(2)
(#)Market Value
of Shares
or Units of
Stock That
Have Not
Vested(3)
($)Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested(4)
(#)Equity
Incentive
Plan Awards:
Market
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(5)
($)Tony Jensen 22,000 — 75.32 8/13/2022 33,600 — 75.72 8/26/2024 14,159 14,157 (6) 56.54 8/20/2025 7,153 14,307 (7) 83.29 8/16/2026 — 25,570 (8) 87.42 8/23/2027 4,000 (9) 7,200 (10) 668,448 12,726 (11) 1,181,482 7,590 (12) 704,656 9,320 (13) 865,269 18,000 (14) 1,671,120 690 (15) 64,060 3,661 (16) 339,887 7,890 (17) 732,508 9,680 (18) 898,691 9,680 (19) 898,691 Stefan Wenger 266 (15) 24,695 1,485 (16) 137,867 3,230 (18) 299,873 William Heissenbuttel 11,591 5,795 (6) 56.54 8/20/2025 2,973 5,947 (7) 83.29 8/16/2026 — 9,200 (8) 87.42 8/23/2027 1,400 (9) 129,976 2,800 (10) 259,952 5,210 (11) 483,696 3,150 (12) 292,446 3,350 (13) 311,014 6,600 (14) 612,744 282 (15) 26,181 1,522 (16) 141,302 3,280 (17) 304,515 3,490 (18) 324,012 3,490 (19) 324,012
2021. Option Awards Stock Awards Name Grant Date
Securities
Underlying
Unexercised
Options(1)
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date
of Shares
or Units
That
Have Not
Vested(2)
(#)
Value of
Shares
or Units
of Stock
That
Have Not
Vested(3)
($)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
(#)
Incentive
Plan Awards:
Market
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(3)
($) William Heissenbuttel 8/20/2015 17,386 — 56.54 8/20/2025 �� 8/16/2016 8,920 — 83.29 8/16/2026 8/23/2017 9,200 — 87.42 8/23/2027 8/21/2018 7,148 3,572 77.73 8/21/2028 8/13/2019 2,603 5,207 124.60 8/13/2029 1/2/2020 1,303 2,607 121.12 1/2/2030 8/18/2020 — 15,520 139.84 8/18/2030 8/16/2016 1,050 119,805 8/23/2017 2,233 254,785 8/21/2018 3,220 367,402 8/13/2019 2,530 288,673 1/2/2020 1,170 133,497 8/18/2020 ��� 4,500 513,450 8/16/2016 1,497 170,808 8/23/2017 3,490 398,209 8/21/2018 3,350 382,235 8/21/2018 2,233 254,785 8/13/2019 2,630 300,083 8/13/2019 2,192 250,107 1/2/2020 1,220 139,202 1/2/2020 1,017 116,040 8/18/2020 4,540 518,014 8/18/2020 4,540 518,014 2018 Proxy Statement522021 PROXY STATEMENT 55 Option Awards Stock Awards Name Grant Date
Securities
Underlying
Unexercised
Options(1)
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date
of Shares
or Units
That
Have Not
Vested(2)
(#)
Value of
Shares
or Units
of Stock
That
Have Not
Vested(3)
($)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
(#)
Incentive
Plan Awards:
Market
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(3)
($) Mark Isto 1/5/2015 1,518 — 65.85 1/5/2025 8/20/2015 1,768 — 56.54 8/20/2025 8/16/2016 1,200 — 83.29 8/16/2026 8/23/2017 3,261 — 87.42 8/23/2027 8/21/2018 3,516 3,086 77.73 8/21/2028 8/13/2019 2,367 4,733 124.60 8/13/2029 1/2/2020 160 320 121.12 1/2/2030 8/18/2020 — 8,190 139.84 8/18/2030 8/16/2016 920 104,972 8/23/2017 2,100 239,610 8/21/2018 2,780 317,198 8/13/2019 2,300 262,430 1/2/2020 140 15,974 8/18/2020 2,370 270,417 8/16/2016 1,310 149,471 8/23/2017 3,270 373,107 8/21/2018 2,890 329,749 8/21/2018 1,927 219,871 8/13/2019 2,390 272,699 8/13/2019 1,992 227,287 1/2/2020 150 17,115 1/2/2020 125 14,263 8/18/2020 2,400 273,840 8/18/2020 2,400 273,840 Daniel Breeze 1/2/2019 2,334 1,166 84.64 1/2/2029 8/13/2019 1,820 3,640 124.60 8/13/2029 8/18/2020 — 6,250 139.84 8/18/2030 1/2/2019 1,200 136,920 8/13/2019 1,770 201,957 8/18/2020 1,810 206,521 1/2/2019 1,200 136,920 1/2/2019 800 91,280 8/13/2019 1,840 209,944 8/13/2019 1,534 175,029 8/18/2020 1,830 208,803 8/18/2020 1,830 208,803 56 ROYAL GOLD, INC. Option Awards Stock Awards Name Grant Date
Securities
Underlying
Unexercised
Options(1)
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date
of Shares
or Units
That
Have Not
Vested(2)
(#)
Value of
Shares
or Units
of Stock
That
Have Not
Vested(3)
($)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
(#)
Incentive
Plan Awards:
Market
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(3)
($) Paul Libner 8/23/2017 467 — 87.42 8/23/2027 8/21/2018 467 466 77.73 8/21/2028 8/13/2019 853 1,707 124.60 8/13/2029 1/2/2020 497 993 121.12 1/2/2030 8/18/2020 — 5,430 139.84 8/18/2030 8/16/2016 400 45,640 8/23/2017 933 106,455 8/21/2018 1,400 159,740 8/13/2019 830 94,703 1/2/2020 440 50,204 8/18/2020 1,570 179,137 8/16/2016 548 62,527 8/23/2017 1,400 159,740 8/21/2018 1,400 159,740 8/21/2018 933 106,455 8/13/2019 860 98,126 8/13/2019 717 81,810 1/2/2020 460 52,486 1/2/2020 384 43,814 8/18/2020 1,590 181,419 8/18/2020 1,590 181,419 2021 PROXY STATEMENT 57 Option Awards Stock Awards Name Grant Date
Securities
Underlying
Unexercised
Options(1)
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date
of Shares
or Units
That
Have Not
Vested(2)
(#)
Value of
Shares
or Units
of Stock
That
Have Not
Vested(3)
($)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
(#)
Incentive
Plan Awards:
Market
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(3)
($) Randy Shefman 8/16/2016 1,200 — 83.29 8/16/2026 8/23/2017 1,400 — 87.42 8/23/2027 8/21/2018 934 466 77.73 8/21/2028 8/13/2019 853 1,707 124.60 8/13/2029 1/2/2020 337 673 121.12 1/2/2030 8/18/2020 — 4,570 139.84 8/18/2030 8/16/2016 400 45,640 8/23/2017 933 106,455 8/21/2018 1,400 159,740 8/13/2019 830 94,703 1/2/2020 300 34,230 8/18/2020 1,320 150,612 8/16/2016 548 62,527 8/23/2017 1,400 159,740 8/21/2018 1,400 159,740 8/21/2018 933 106,455 8/13/2019 860 98,126 8/13/2019 717 81,810 1/2/2020 310 35,371 1/2/2020 258 29,438 8/18/2020 1,340 152,894 8/18/2020 1,340 152,894 Contentsthe grant date.Proposal 2(3)Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options(1) (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units
That Have
Not
Vested(2)
(#) Market Value
of Shares
or Units of
Stock That
Have Not
Vested(3)
($) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested(4)
(#) Equity
Incentive
Plan Awards:
Market
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(5)
($)Mark Isto 2,500 — 65.85 1/5/2025 3,334 1,666 (6) 56.54 8/20/2025 2,603 5,207 (7) 83.29 8/16/2026 — 8,640 (8) 87.42 8/23/2027 1,342 (20) 124,591 5,000 (10) 464,200 2,760 (11) 256,238 3,150 (13) 292,446 260 (15) 24,138 1,332 (16) 123,663 2,870 (17) 266,451 3,270 (18) 303,587 3,270 (19) 303,587 Bruce C. Kirchhoff 5,000 — 68.18 8/18/2021 5,250 — 75.32 8/13/2022 13,200 — 75.72 8/26/2024 4,826 4,824 (6) 56.54 8/20/2025 2,437 4,873 (7) 83.29 8/16/2026 — 7,160 (8) 87.42 8/23/2027 1,400 (9) 129,976 2,800 (10) 259,952 4,337 (11) 402,647 2,590 (12) 240,456 2,610 (13) 242,312 6,600 (14) 612,744 235 (15) 21,817 1,248 (16) 115,864 2,690 (17) 249,740 2,710 (18) 251,596 2,710 (19) 251,596 (1)Represents shares of common stock underlying stock options and SARs. Stock options and SARs vest ratably over three years commencing on the first anniversary of the grant date.(2)58Represents shares of restricted stock that vest based on continued service after meeting threshold corporate performance goals. Shares of restricted stock vest ratably over three years commencing on the third anniversary of the grant date.(3)Market value is based on a stock price of $92.84, the closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on June 29, 2018, and the outstanding number of shares of restricted stock.(4)Represents performance stock awards made before fiscal 2015, which will vest upon achievement of target performance objectives within five years of the grant. If target performance objectives are not met within five years of the grant, the performance stock awards will be forfeited. If target performance objectives are met at any time during the five year period, 100% of the performance stock awards will vest. Interim amounts may vest in 25% increments upon achievement of 25%, 50%, 75% and 100% of the target objectives. Each performance stock award, if earned, will be settled with shares of Royal Gold common stock. Performance targets for awards made prior to fiscal 2012 are based on growth of free cash flow per share on a trailing twelve month basis and growth of royalty ounces in reserve per share on an annual basis. Performance targets for awards made beginning in fiscal 2012 are based on growth of adjusted free cash flow per share on a trailing twelve month basis.ROYAL GOLD, INC. Also represents TSR and GEO at max performance stock awards made beginning in fiscal 2015, which will vest upon achievement of target performance or market objectives within three or five years of the grant date, respectively. If target performance or market objectives are not met within three or five years of the grant, the performance stock awards will be forfeited.www.royalgold.com53Proposal 2(5)Payout value is based on a stock price of $92.84, the closing price on the Nasdaq Global Select Market on June 29, 2018, and assuming 100% of the performance stock awards shown will vest based on the achievement of target performance objectives. Amounts indicated are not necessarily indicative of the amounts that may be realized by the NEO.(6)Stock options and SARs became exercisable on August 20, 2018.(7)One-half of these stock options and SARs became exercisable on August 16, 2018, and the remaining half will vest on August 16, 2019. Amounts include 400 stock options and 6,753 SARs for Mr. Jensen; 400 stock options and 2,573 SARs for Mr. Heissenbuttel; 400 stock options and 2,203 SARs for Mr. Isto; and 400 stock options and 2,037 SARs for Mr. Kirchhoff.(8)One-third of these stock options and SARs became exercisable on August 23, 2018, and the remaining two-thirds will vest in equal parts on each of August 23, 2019 and 2020. Amounts include 381 stock options and 8,142 SARs for Mr. Jensen; 381stock options and 2,686 SARs for Mr. Heissenbuttel; 381stock options and 2,499 SARs for Mr. Isto; and 381stock options and 2,006 SARs for Mr. Kirchhoff.(9)The shares vested on August 27, 2018.(10)One-half of the shares vested on August 26, 2018.(11)One-third of the shares vested on August 20, 2018; the remaining one-third will vest in equal parts on each of August 20, 2019 and 2020.(12)One-third of the shares will vest on each of August 16, 2019, 2020 and 2021.(13)One-third of the shares will vest on each of August 23, 2020,2021 and 2022.(14)Awards expired on August 27, 2018, since the vesting requirements were not met.(15)Awards will expire on August 20, 2020, if the vesting requirements are not met.(16)Awards will expire on August 16, 2021, if the vesting requirements are not met.(17)Awards will expire on August 16, 2019, if the vesting requirements are not met.(18)Awards will expire on August 23, 2022, if the vesting requirements are not met.(19)Awards will expire on August 23, 2020, if the vesting requirements are not met.(20)One-half of these shares will vest on each of January 5, 2019 and 2020.Fiscal Year2018Option Exercises and Stock Vestedoption exercises and the vesting of restricted shares of restricted stock orand performance stock awardsshares for each of theour NEOs during fiscal year 2018.Option Awards Stock Awards Name Number of Shares
Acquired on Exercise
(#) Value Realized
on Exercise(1)
($) Number of Shares
Acquired on Vesting
(#) Value Realized
on Vesting(2)
($)Tony Jensen 48,785 2,626,324 31,374 2,756,982 Stefan Wenger 35,442 1,737,555 30,063 2,691,748 William Heissenbuttel 27,951 1,416,651 14,235 1,247,683 Mark Isto — — 3,881 340,033 Bruce C. Kirchhoff 19,455 947,668 13,608 1,192,870 (1)Value realized upon exercise of option awards was computed by subtracting the closing price of the underlying Royal Gold common stock on the date of grant from the market price on the date of exercise and multiplying that number by the number2021. None of our NEOs exercised stock options exercised (or the calculated number of shares received upon a SARs exercise).(2)Value realized upon vesting of restricted stock and performance stock awards was computed by multiplying the closing price of the underlying Royal Gold common stock on the Nasdaq Global Select Market on the date that the restricted stock and performance stock awards vested, by the number of restricted stock and performance stock awards that vested.Potential Payments Upon Termination or ChangeSARs during fiscal year 2021. Stock Awards Name Number of Shares
Acquired on
Vesting
(#)
on Vesting(1)
($) William Heissenbuttel 4,532 $ 620,430 Mark Isto 4,226 $ 578,992 Daniel Breeze — — Paul Libner 1,619 $ 221,295 Randy Shefman 1,786 $ 244,565 ControlOTHER EMPLOYEE BENEFITSshares that vested by the closing market price of our common stock on the vesting date.The Company provides life insurance benefits up to $300,000 to all of its employees. The Company also provides long-term disability coverage to all of its employees that provides for 60% of monthly salary protection up to $7,000 a month until age 65. Each of the NEOs shown below would be entitled to these amounts upon termination for death or disability.2018 Proxy Statement54Proposal 2for each ofpayable to our NEOs that would be provided as a result of termination of employment or a Changechange of Controlcontrol of the Company, as defined within each NEO’s employment agreement, as amended, and the 2004 LTIP and the 2015 LTIP, as applicable. Calculations for this tableRoyal Gold. We assume that the triggeringapplicable trigger event took place on June 30, 2018, the last business day2021. The value of our 2018 fiscal year, except as noted. Calculations for combined amounts shown foraccelerated vesting of equity awards under the Company’s 2004 LTIP and 2015 LTIP areis based on the closing market price of the Company’sour common stock on June 30, 2021 ($114.10). Change of control is defined in each NEO’s employment agreement and equity award agreements. In general, outstanding equity awards vest in full (at maximum, if applicable) upon an involuntary termination of service in connection with a change of control. In the Nasdaq Global Select Market on June 29, 2018, which was $92.84.◇POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLCash
Compensation
($) Value of
Medical
Insurance
Continuation
($) Combined awards under the
2004 LTIP and the 2015 LTIPName Restricted
Stock
($) Stock Options
and SARs
($) Performance
Stock Awards
($) Total
($)Tony Jensen Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement 1,494,333 — 1,960,250 1,542,955 — 4,997,538 Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control 3,735,833 27,891 3,791,214 1,542,955 3,447,799 12,545,692 Stefan Wenger* Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement 786,000 — 1,456,829 352,814 — 2,595,643 William Heissenbuttel Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement 873,333 — 764,744 449,145 — 2,087,222 Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control 1,310,000 26,393 1,477,084 449,145 1,298,553 4,561,175 Mark Isto Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement 661,000 — 497,955 213,358 — 1,372,313 Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control 991,500 10,180 1,137,476 213,358 630,198 2,982,712 Bruce C. Kirchhoff Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement 697,000 — 687,238 639,721 — 2,023,959 Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control 1,045,500 22,075 1,275,343 639,721 1,163,564 4,146,203 *Amounts shown for Mr. Wenger represent cash compensation paid to Mr. Wenger, and the value of equity awards available to Mr. Wenger, in each case as of his separation from service to the Company on June 8, 2018.www.royalgold.com55Proposal 2Other Compensation MattersPay RatioAs requiredan involuntary termination of service outside a change of control, outstanding stock options and SARs vest in full, and outstanding restricted shares and performance shares receive prorated vesting through the date of termination. In addition, if an executive’s service is involuntarily terminated by Section 953(b)us after they have provided 15 years of service, their outstanding stock options, SARs, and restricted shares vest in full. In general, for purposes of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u)table, “involuntary termination” includes an involuntary termination of Regulation S-K, we provideemployment by us without cause, a termination of employment by the following information regardingexecutive for good reason, or our nonrenewal of the executive’s employment, if applicable. The table does not show employee benefits that are provided to our employees on a non-discriminatory basis. Name Cash
Compensation
($) Value of
Medical
Insurance
Continuation
($) Value of Accelerated Vesting
of Outstanding Equity Awards Total
($) Restricted
Stock
($) Stock Options
and SARs
($) Performance
Stock Awards
($)
Termination without a
Change of Control 1,179,667 — 1,667,612 129,914 104,397 3,091,590 Involuntary Termination with a Change of Control 2,949,167 29,702 1,667,612 129,914 3,047,497 7,833,892 876,533 — 618,898 112,238 59,072 1,666,741 Involuntary Termination with a Change of Control 1,314,800 13,132 1,210,601 112,238 2,151,241 4,802,012 2021 PROXY STATEMENT 59 Name Cash
Compensation
($) Value of
Medical
Insurance
Continuation
($) Value of Accelerated Vesting
of Outstanding Equity Awards Total
($) Restricted
Stock
($) Stock Options
and SARs
($) Performance
Stock Awards
($) 653,250 — 179,916 34,350 42,302 909,819 Involuntary Termination with a Change of Control 979,875 — 545,398 34,350 1,030,779 2,590,403 539,667 — 635,879 16,948 37,205 1,229,700 Involuntary Termination with a Change of Control 809,500 25,614 635,879 16,948 1,127,536 2,615,478 530,000 — 290,569 16,948 32,062 869,580 Involuntary Termination with a Change of Control 795,000 25,690 591,380 16,948 1,038,995 2,468,013 60 ROYAL GOLD, INC. the annualMr. Heissenbuttel’s total compensation of our President andfor his role as CEO Mr. Jensen,($3,042,284) to the annual total compensation of our median compensation employee. Formedian-compensated employee ($270,347) for fiscal year 2018:●Mr. Jensen’s annual total compensation, as reported in the 2018 Summary Compensation Table on page 49 of this proxy statement, was $3,905,910;●Our median compensation employee’s annual total compensation was $431,560; and●The ratio of Mr. Jensen’s annual total compensation to our median compensation employee’s annual total compensation was 9.1.compensationcompensated employee by examining total cash compensation (salary and short-term cash incentive) paid for fiscal year 20182021 to all individuals, excluding Mr. Jensen,employees who were employed by us globally on June 30, 2018, the last day of our fiscal year. We examinedall of our U.S., Canadian and Swiss employees, other than2021, excluding Mr. Jensen.Heissenbuttel. No assumptions, adjustments, or estimates were made in respect of total cash compensation, except that we (a) annualized the compensation of any employee thatwho was not employed with us for all of fiscal year 2018,2021 and (b) applied the average fiscal year 20182021 foreign exchange rate to Canadian Dollarsdollars and Swiss Francsfrancs paid to our Canadian and Swiss employees, respectively. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because all of our employees receive a salary and are eligible for short-term cash incentives, while fewer thannot all of our employees are eligible for annual equitylong-term incentive awards.compensationcompensated employee, we determined the annual total compensation for suchthat employee using the same methodology employed for Mr. Jensen andused to calculate our NEOs,executives’ annual total compensation as set forth in the 2018 Summary Compensation Table.the abovethis CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.2018 Proxy Statement562021 PROXY STATEMENT 61 3RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS FOR 2019TheOur Board of Directors unanimously recommends ayou vote FOR the Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounts of the Companythis proposal Theand thehas selected Ernst & Young LLP to serve as our independent registered public accounting firm for our six-month fiscal stub period ending on December 31, 2021. Our Board of Directors seekis asking stockholders to ratify this selection. While stockholder approval or ratification ofis not required, we believe that submitting the appointment of Ernst & Young LLP an independent registered public accounting firm, to auditstockholders for ratification is good corporate governance. If stockholders do not ratify this appointment, our AF Committee will take the consolidated financial statements of the Company for the fiscal year ending June 30, 2019.The ratification ofvoting results under consideration. Even if stockholders ratify the appointment of Ernst & Young LLP, is submitted to the stockholders because the AF Committee, in its discretion, may change the appointment at any time if it determines that a change would be in the best interest of Royal Gold and the Board of Directors believe this to be good corporate practice. Should the stockholders fail to ratify this appointment, the AF Committee will review the matter.Annual Meeting.annual meeting. They will have an opportunity to make a statement if they so desire and will have an opportunity to respond to appropriate questions from the stockholders.Vote Required for Approval 62 ROYAL GOLD, INC. Independent Registered Public Accounting Firm Fees and ServicesPROPOSAL 3: RATIFICATION APPOINTMENT OF PUBLIC ACCOUNTING FIRM20182021, and 2017 are2020, were as follows:●Audit Fees. Audit fees paid to Ernst & Young LLP were $609,872 and $756,876 for the fiscal years ended June 30, 2018 and 2017, respectively. Included in this category are Fiscal Year 2021 Fiscal Year 2020 Audit Fees $ 770,163 $ 756,252 Tax Fees $ 217,023 $ 326,804 Total $ 987,186 $ 1,083,066 of the Company and certain foreign subsidiaries’ annual financial statements and review of the Company’s quarterly financial statements, issuance of consents and review of documents filed with the Securities and Exchange Commission. Audit fees also include fees associated with the audit of management’s assessment and operating effectiveness of the Sarbanes Oxley Act, Section 404, internal control reporting requirements.●Audit-Related Fees. There were no audit-related fees paid to Ernst & Young LLP for the fiscal years ended June 30, 2018 and 2017.●Tax Fees. Tax fees paid to Ernst & Young LLP for tax-related services were $283,566 and $246,745 for the fiscal years ended June 30, 2018 and 2017, respectively. Included in this category are fees associated with tax compliance, tax return preparation and certain tax consulting services provided to the Company. Of the total tax fees paid during fiscal year 2018, $156,085 was paid for tax compliance and tax return preparation services, and $127,481 was paid for tax consulting services primarily for the Company’s subsidiaries.●All Other Fees. Other fees paid to Ernst & Young LLP for the fiscal years ended June 30, 2018 and 2017 were $20,261 and $30,517, respectively. Included in this category are fees associated with the ongoing servicing of the Company’s global mobility policies.www.royalgold.com57Proposal 3Pre-Approval Policiesour and Proceduresthat requiresrequiring advance approval for all audit, audit-related, tax, services, and other services performed by theour independent registered public accounting firm. The policy provides for pre-approvalpreapproval by the AF Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approvedpreapproved with respect to thata year, the Audit and FinanceAF Committee must approve the permitted service before the independent auditor is engaged to perform suchthe service. The AF Committee has delegated to theits Chairman of the AF Committee authority to approve certain permitted services, provided that the Chairman reports any suchthese decisions to the AF Committee at its next scheduled meeting. The AF Committee pre-approvedpreapproved all of the services described above for the Company’s 2018 fiscal year. ![[MISSING IMAGE: sg_jamiesokalsky-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/sg_jamiesokalsky-bw.jpg){kind=small}
![[MISSING IMAGE: sg_fabianachubbs-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/sg_fabianachubbs-bw.jpg)
William Hayes,
Chairman Jamie Sokalsky Fabiana Chubbs The Audit and Finance Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended June 30, 2018, and the Company’s reporting processes, including internal control over financial reporting, with the Company’s management. The Audit and Finance Committee has discussed with Ernst & Young LLP, the Company’s independent registered public accountants for fiscal year 2018, the matters required to be discussed by the applicable Public Company Accounting Oversight Board standards. The Audit and Finance Committee has also received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding its communications with the Company’s Audit and Finance Committee concerning independence and the Audit and Finance Committee has discussed the independence of Ernst & Young LLP with the Company.Based on the review and discussions with the Company’s auditors and our management, the Audit and Finance Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, for filing with the United States Securities and Exchange Commission.This Report has been submitted by the following Independent Directors, who comprise the Audit and Finance Committee of the Board of Directors:
2021 PROXY STATEMENT 
William Hayes, Chairman● Jamie C. Sokalsky● Christopher M.T. Thompson 2018 Proxy Statement58Security Ownership of Certain Beneficial Owners and Management
INFORMATION17, 2018,20, 2021, or such other date noted below, of the Company’sour common stock by each Director, each of the Company’s NEOs, persons known to the Company, based upon the Company’s review of documents filed with the SEC with respect to the ownership of the Company’s common stock, to be thedirector, director nominee, NEO, and beneficial owner of more than 5% of the issued and outstanding shares ofour common stock, and by allbased on our review of documents filed with the Company’s Directors and executive officers as a group.SEC. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Royal Gold, Inc., 1660 Wynkoop1144 15th Street, Suite 1000,2500, Denver, Colorado 80202.Name of Beneficial Owner Number of Shares of Common Stock
Beneficially OwnedPercent of Class Tony A. Jensen
President, Chief Executive Officer and Director259,280 (1) * William M. Hayes
Chairman of the Board24,639 * C. Kevin McArthur
Director14,614 (2) * Jamie C. Sokalsky
Director10,970 (2) * Christopher M.T. Thompson
Director41,114 (3) * Ronald J. Vance
Director13,964 (2) * Sybil E. Veenman
Director4,800 (2) * Stefan L. Wenger
Former Chief Financial Officer and Treasurer10,380 * William H. Heissenbuttel
Chief Financial Officer and Vice President Strategy98,597 (4) * Mark Isto
Vice President Operations35,977 (5) * Bruce C. Kirchhoff
Vice President, General Counsel and Secretary85,708 (6) * All Directors and Executive Officers as a Group including those
named above (11 persons)623,027 (8) * Capital World Investors (U.S.)
333 South Hope Street, 55thFloor Los Angeles, CA 900718,017,500 (9) 12.24 % The Vanguard Group, Inc.
100 Vanguard Boulevard Malvern, PA 193556,286,051 (10) 9.60 % BlackRock Fund Advisors
55 East 52ndStreet New York, New York 100555,224,339 (11) 7.97 % Van Eck Associates Corporation
666 Third Avenue – 9thFloor New York, New York 100173,830,976 (12) 5.85 % First Eagle Investment Management, LLC
1345 Avenue of the Americas New York, New York 101053,436,142 (13) 5.25 % Name of Beneficial Owner Number of Shares
of Common Stock
Beneficially Owned Percent of
Common Stock
Outstanding Directors, Director Nominees, and NEOs
President, Chief Executive Officer, and Director 105,675(1) * Less than 1% ownership
Chairman of the Company’s common stock.Board 10,079(2) * (1)Director 1,299(3) Includes 37,404 shares of restricted stock, 101,766 Stock Appreciation Rights (“SARs”) and options to purchase 4,980 shares of common stock that were exercisable as of September 17, 2018, or which become exercisable within 60 days from such date.www.royalgold.com * 59Director 18,423(4) *
Director 16,779(5) *
Director 15,093(6) *
Director 9,109(7) * Mark Isto
Executive Vice President and Chief Operating Officer, Royal Gold Corporation 21,851(8) *
Vice President Corporate Development, RGLD Gold AG 711(9) *
Chief Financial Officer and Treasurer 15,752(10) *
Vice President and General Counsel 9,075(11) *
(12 individuals) 227,470 * 5% or More Beneficial Owners Capital World Investors
333 South Hope Street, 55th Floor Los Angeles, CA 90071 7,791,013(12) 11.9%
100 Vanguard Boulevard Malvern, PA 19355 6,890,629(13) 10.5% 64 ROYAL GOLD, INC. (2)Includes 2,785 sharesName of restricted stock, vestingBeneficial Owner Number of which shares is deferred until the Director’s separation from service to the Company,or separation within 12 months Shares
of a change in control, in accordance with the terms and conditionsCommon Stock
Beneficially Owned Percent of the Company’s DeferredCompensation Plan for Non-Employee Directors adopted July 15, 2017.
Common Stock
Outstanding (3)BlackRock, Inc.
55 East 52nd Street New York, New York 10055 6,564,961(14) Includes 1,015 shares of restricted stock units, vesting of which shares is deferred until the Director’s separation from service to theCompany, or separation within 12 months of a change in control, in accordance with the terms and conditions of the Company’sDeferred Compensation Plan for Non-Employee Directors adopted July 15, 2017. 10.0% (4)Includes 14,593 shares of restricted stock, and 23,451 SARs and options to purchase 2,949 shares of common stock that were exercisableas of September 17, 2018, or which become exercisable within 60 days from such date.(5)Includes 13,365 shares of restricted stock, and 11,120 SARs and options to purchase 4,086 shares of common stock that were exercisableas of September 17, 2018, or which become exercisable within 60 days from such date.(6)Includes 11,791 shares of restricted stock and 33,914 SARs and options to purchase 6,446 shares of common stock that were exercisableas of September 17, 2018, or which become exercisable within 60 days from such date.(7)Includes 10,238 shares of restricted stock and 8,693 SARs and options to purchase 2,650 shares of common stock that were exercisableas of September 17,2018, or which become exercisable within 60 days from such date.(8)Includes 101,316 shares of restricted stock and 178,944 SARs and options to purchase 21,111 shares of common stock that wereexercisable as of September 17,2018, or which become exercisable within 60 days from such date.(9)As reported by Capital World Investors on Form 13F filed with the SEC on August 14, 2018. As of June 30, 2018, Capital World Investorshas sole dispositive power and sole voting authority over 4,158,000 shares of common stock.(10)As reported by The Vanguard Group on Form 13F filed with the SEC on August 24, 2018. As of June 30, 2018, the Vanguard Group hassole dispositive power over 6,259,845 and shared dispositive power over 37,860 shares of common stock, and sole voting authority over33,141 and shared voting authority over 11,654 shares of common stock.(11)As reported by BlackRock, Inc. on Form 13F filed with the SEC on August 9, 2018. As of June 30, 2018, BlackRock has sole dispositivepower over 5,224,339 and sole voting authority over 4,953,633 shares of common stock.(12)As reported by Van Eck Associates Corporation on Form 13F filed with the SEC on August 13, 2018. As of June 30, 2018, Van EckAssociates Corporation has sole dispositive power and sole voting authority over 3,830,976 shares of common stock.
666 Third Avenue – 9th Floor New York, New York 10017 4,029,400 (13)(15)As reported by First Eagle Investment Management, LLC on Form F filed with the SEC on August 13, 2018. As of June 30, 2018, FirstEagle Investment Management, LLC has sole dispositive power over 3,436,142 shares of common stock and sole voting authority over3,334,413 shares of common stock. 6.1% Exchange Act requires the Company’s officers and Directors, and persons who own more than 10% of a registered classshares, shared dispositive power over 103,695 of the Company’s equity securities, to file reports of ownership and changes in ownership in the Company’s equity securities to the Securities and Exchange Commission. Officers, Directors and greater than 10% stockholders are required by the regulationsshares, sole voting power over none of the Securitiesshares, and Exchange Commissionshared voting power over 52,552 of the shares.furnishForm 13G filed with the CompanySEC on January 26, 2021. BlackRock reported that it had sole dispositive power over all of the shares and sole voting power over 6,326,402 of the reported shares.copiesthe SEC on February 11, 2021. Van Eck Associates Corporation reported that it had sole dispositive and voting power over all of all Section 16(a) reports they file.Based solely on its reviewthe shares. 2021 PROXY STATEMENT 65 copiesour common stock that are authorized and available for issuance under our equity compensation plans as of such reports received and written representations from such persons that no other reports were required for those persons, the Company believes that all filing requirements applicable to its officers, Directors and greater than 10% stockholders were timely met for fiscal year 2018 except for (i) a Form 4 filing for Mr. Jensen relating to exercise ofJune 30, 2021: Plan Category Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants, and Rights
(a) Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants, and
Rights
(b) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(c)
stockholders(1) 407,977(2) $ 107.80(3) 2,167,610 Equity compensation plans not approved by stockholders — — — Total 407,976 $ 107.80 2,167,610 restricted stock and stock appreciation rights, that was due on August 18, 2017 that was filed on August 25, 2017,(b) 28,149 shares issuable under outstanding restricted stock units, (c) 150,158 shares issuable under outstanding performance shares (at maximum), and (ii) a Form 4 filing(d) 23,772 shares deferred under our Deferred Compensation Plan for Mr. Wenger relating to a sale pursuant to a Rule 10b5-1 plan that was due on July 14, 2017 that was filed on July 17, 2017.nonemployee directors.2018 Proxy Statement6066 ROYAL GOLD, INC. Directors knows of noany other matters to be brought before the Annual Meeting. However, ifannual meeting. If other matters should come before the Annual Meeting, it is the intention ofannual meeting, each person named in the proxy intends to vote suchthe proxy in accordance with histheir own judgment on suchthe matters.Stockholder Proposals Proposals to includeInclude in proxy*Proxy* Other proposals/nomineesProposals or Nominees to be presented
Presented at the annual meeting*Annual Meeting** Deadline for proposal to be received by the CompanyRoyal Gold Close of business on June 5, 2019On or before December 12, 2021 (120 calendar days prior to anniversary of this year’sour planned mailing or delivery date) Between July 17, 2019January 25, 2022, and close of business on August 16, 2019February 24, 2022 (not less than 90 nor more than 120 calendar days prior to the first anniversary of this year’s annual meeting)*** What to include in the proposal Information required by SEC rules Information required by our by-lawsBylaws Where to send the proposal By mail to the Company’sour principal executive office, directed to: Bruce C. Kirchhoff,office: Corporate Secretary,
Royal Gold, Inc., 1660 Wynkoop1144 15th Street, Suite 1000,2500, Denver, CO 80202 Proposals must satisfy SEC requirements, including Rule 14a-8.**Proposals not submitted pursuant to SEC Rule 14a-8 and any director nominees must satisfy the Company’s by-law requirements, available on our website.***If the number of Directors to be elected at the 2019 Annual Meeting is increased and there is no public announcement by the Companyspecifying the size of the increased Board at least 100 days before November 14, 2019 (which is the first anniversary of the 2018 AnnualMeeting), the stockholder’s notice with respect to nominees for any new positions created by such increase must be received not laterthan the close of business on the 10th day following the day on which such public announcement is first made by the Company.Annual Report on Form 10-KAnnual Meeting, the Companyannual meeting, we will provide, without charge, a copy of itsour Annual Report on Form 10-K for the fiscal year ended June 30, 2021, including any financial statements and any required financial statement schedules, as filed with the Securities and Exchange Commission for the fiscal year ended June 30, 2018.SEC. Requests for a copy of the Annual Reportannual report should be mailed, faxed, or sent via e-maildelivered to Bruce C. Kirchhoff, Vice President, General Counsel andour Corporate Secretary, Royal Gold, Inc., 1660 Wynkoop1144 15th Street, Suite 1000,2500, Denver, Colorado 80202-1132, 303-595-9385 (fax)80202 or corporatesecretary@royalgold.com. 2021 PROXY STATEMENT 67 bkirchhoff@royalgold.com. 68 ROYAL GOLD, INC. Proposal Vote Required to Approve Proposals at a
Meeting at Which a Quorum Is Present Broker Non-Votes Abstentions
Director Nominees Affirmative vote of a majority of the votes cast No impact No impact Affirmative vote of a majority of the votes cast No impact
Auditors Affirmative vote of a majority of the votes cast Nominees have the discretion to vote FOR;
there will be no broker non-votes which thein accordance with SEC has approved.rules. Under this procedure, we deliver a single copy of the Noticenotice of virtual annual meeting and, if applicable, theour proxy materials and the Annual Reportannual report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will 2021 PROXY STATEMENT 69 Noticenotice of virtual annual meeting and, if applicable, theour proxy materials and the Annual Reportannual report to any stockholder at a shared address to which we delivered a single copy of any of these documents.Stockholders Entitled to Vote as of Record DateThis Proxy Statement is furnished to holders of Royal Gold, Inc. common stock, par value $0.01 per share (“common stock”), in connection with the solicitation of proxies on behalf of the Board of Directors of Royal Gold, Inc. to be voted at the 2018 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Wednesday,www.royalgold.com61
stockholder.OTHER INFORMATIONNovember 14, 2018, at 9:00 a.m. MST. Stockholders of record holding shares of the Company’s common stock at the close of business on September 17, 2018 (the “Record Date”) are eligible to vote at the Annual Meeting and at all postponements and adjournments thereof. There were 65,510,707 shares outstanding on the Record Date.Internet Availability of Proxy MaterialsWe utilize the Securities and Exchange Commission (the “SEC”) rules allowing us to furnish proxy materials through a “notice and access” model via the Internet. On or about October 1, 2018, we will furnish a Notice of Internet Availability to our stockholders of record containing instructions on how to access the proxy materials and to vote. In addition, instructions on how to request a printed copy of these materials may be found in the Notice. For more information on voting your stock, please see“Voting Your Shares”below.Voting your SharesEach share of Royal Gold common stock that you own entitles you to one vote. If you are a stockholder of record, your proxy card shows the number of shares of Royal Gold common stock that you own. If your stock is held in the name of your broker, bank or another nominee (a “Nominee”), the Nominee holding your stock will send you a voting instruction form. You may elect to vote in one of three methods:●By Phone or Internet - You may vote your shares by following the instructions on your notice card, proxy card or voting instruction form. If you vote by telephone or via the Internet, you do not need to return your proxy card.●By Mail - If this proxy statement was mailed to you, or if you requested that a proxy statement be mailed to you, you may vote your shares by signing and returning the enclosed proxy card or voting instruction form. If you vote by proxy card, your “proxy” (each or any of the individuals named on the proxy card) will vote your shares as you instruct on the proxy card. If you vote by voting instruction form, the Nominee holding your stock will vote your shares as you instruct on the voting instruction form. If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board of Directors: (1) “FOR” the election of Directors as described herein under “Proposal 1 - Election of Directors;” (2) “FOR” a non-binding advisory vote on the compensation of the Named Executive Officers described herein under “Proposal 2 – Advisory Vote on Compensation of Named Executive Officers;” and (3) “FOR” ratification of the appointment of the Company’s independent registered public accountants described herein under “Proposal 3 - Ratification of Appointment of the Independent Auditors for 2019.”●In Person - You may attend the Annual Meeting and vote in person. A ballot will be provided if you wish. If your stock is held in the name of a Nominee, you must present a proxy from that Nominee in order to verify that the Nominee has not voted your shares on your behalf.Revocation of Proxy or Voting Instruction FormIf you are a holder of common stock, you may revoke your proxy at any time before the proxy is voted at the Annual Meeting. This can be done by submitting another properly completed proxy card with a later date, sending a written notice of revocation to the Vice President, General Counsel and Secretary of the Company with a later date, or by attending the Annual Meeting and voting in person. You should be aware that simply attending the Annual Meeting will not automatically revoke your previously submitted proxy; rather you must notify a Company representative at the Annual Meeting of your desire to revoke your proxy and vote in person. Written notice revoking a proxy should be sent to the Vice President, General Counsel and Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202.Quorum and Votes Required to Approve ProposalsA majority of the outstanding shares of the Company’s common stock entitled to vote, represented in person or by proxy, will constitute a quorum at a meeting of the stockholders. Abstentions and “broker non-votes” will be counted as being present in person for purposes of determining whether there is a quorum. A “broker non-vote” occurs when a Nominee holding shares for a beneficial owner does not vote those shares on a proposal because the Nominee does not have discretionary voting authority and has not received voting instructions from the beneficial owner with respect to that proposal.2018 Proxy Statement62OTHER INFORMATIONCumulative voting is not permitted for the election of Directors. Under Delaware law, holders of common stock are not entitled to appraisal or dissenters’ rights with respect to the matters to be considered at the Annual Meeting.ProposalVote Required to Approve Proposals at aMeeting at Which a Quorum Is PresentBroker Non-VotesAbstentions#1 Election of Class I Director NomineesThe affirmative vote of a majority of the votes cast shall be the act of the stockholders.No impact on Proposal 1.Will have the same effect as a vote against for Proposals 1, 2 and 3.#2 Advisory Vote on Executive CompensationThe affirmative vote of a majority of the votes cast shall be the act of the stockholders. However, as discussed in further detail in Proposal 2, this proposal is advisory in nature.No impact on Proposal 2.#3 Ratification of AuditorsThe affirmative vote of a majority of the votes cast shall be the act of the stockholders.Nominee has the discretion to vote FOR Proposal 3. There will be no broker non-votes.Tabulation of VotesVotes at the Annual Meeting will be tabulated and certified by Broadridge Financial Solutions, Inc.Solicitation CostsIn addition to solicitation of proxies by mail or by electronic data transfers, the Company’s Directors, officers or employees, without additional compensation, may make solicitations by telephone, facsimile, or personal interview. The Company engaged Saratoga Proxy Consulting LLC, 520 8thAvenue, New York, NY 10018, to assist with the solicitation of proxies for a fee of $15,000, plus expenses. All costs of the solicitation of proxies will be borne by the Company. The Company will also reimburse the banks and brokers for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of shares of common stock.Noticenotice of virtual annual meeting and, if applicable, these proxy materials or the Annual Report, or to receive a separate copy of our proxy materials in theand annual report for this or future meetings, stockholders may contact us at the following address:Bruce C. KirchhoffVice President,Assistant General Counsel, Chief Compliance Officer, and Corporate Secretary
Royal Gold, Inc.1660 Wynkoop1144 15th Street, Suite 10002500
Denver, Colorado 80202-113280202303-595-9385 (fax)bkirchhoff@royalgold.com OF THE BOARD OF DIRECTORS
Bruce C. KirchhoffVice President, General Counsel and SecretaryDenver, ColoradoOctober 1, 2018www.royalgold.com63
*** Exercise YourRightto Vote ***Important Notice Regarding the Availability of Proxy Materials for theStockholder Meeting to Be Held onNovember 14, 2018ROYAL GOLD, INC.ROYAL GOLD, INC.1660 WYNKOOP ST., SUITE 1000DENVER, CO 80202-1132Meeting InformationMeeting Type:Annual MeetingFor holders as of:September 17, 2018Date:November 14, 2018 Time:9:00 AM MSTLocation: Ritz-Carlton Hotel1881 Curtis StreetDenver, Colorado 80202You are receiving this communication because you hold shares in the above named company.This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side).We encourage you to access and review all of the important information contained in the proxy materials before voting.See the reverse side of this notice to obtain proxy materials and voting instructions.
— Before You Vote —How to Access the Proxy MaterialsProxy Materials Available to VIEW or RECEIVE:1. Notice of Annual Meeting and Proxy Statement 2. Annual ReportHow to View Online:Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit:www.proxyvote.com.How to Request and Receive a PAPER or E-MAIL Copy:If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:1)BY INTERNET:www.proxyvote.com2)BY TELEPHONE:1-800-579-16393)BY E-MAIL*:sendmaterial@proxyvote.com* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line.Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before October 31, 2018 to facilitate timely delivery.— How To Vote —Please Choose One of the Following Voting MethodsVote In Person:Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote theseshares.Vote By Internet:To vote now by Internet,go towww.proxyvote.com.Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX available and follow the instructions.Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Voting itemsThe Board of Directors recommends you vote FOR the following:1. Election of DirectorsNominees1a.Tony Jensen1b.Jamie C. SokalskyThe Board of Directors recommends you vote FOR proposals 2 and 3.2. The approval, on an advisory basis, of the compensation of the named executive officers.3.The ratification of the appointment of Ernst & Young LLP as independent registered public accountants of the Company for the fiscal year ending June 30, 2019.NOTE:In their discretion, the Proxies are also authorized to vote all of the shares of the undersigned upon such other business as may properly come before the Meeting. Management and Directors are not currently aware of any other matters to be presented at the Meeting.
ROYAL GOLD, INC.1660 WYNKOOP ST., SUITE 1000DENVER, CO 80202-1132VOTE BY INTERNET - www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.The Board of Directors recommends you vote FOR the following:1. Election of DirectorsNomineesForAgainstAbstain1a.Tony Jensen☐☐☐1b.Jamie C. Sokalsky☐☐☐The Board of Directors recommends you vote FOR proposals 2 and 3.ForAgainstAbstain2. The approval, on an advisory basis, of the compensation of the named executive officers.☐☐☐3.The ratification of the appointment of Ernst & Young LLP as independent registered public accountants of the Company for the fiscal year ending June 30, 2019.☐☐☐NOTE:In their discretion, the Proxies are also authorized to vote all of the shares of the undersigned upon such other business as may properly come before the Meeting. Management and Directors are not currently aware of any other matters to be presented at the Meeting.For address change/comments, mark here.☐(see reverse for instructions)YesNoPlease indicate if you plan to attend this meeting☐☐Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX] DateSignature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice of Annual Meeting and Proxy Statement, Annual Report is/are available at www.proxyvote.comROYAL GOLD, INC.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSDIRECTORSThe undersigned hereby appoints Bruce C. KirchhoffAssistant General Counsel, Chief Compliance Officer, and William M. Hayes, or either of them, as attorneys, agents and proxies each with full power of substitution to vote, as designated below, all the shares of Common Stock of Royal Gold, Inc. held of record by the undersigned on September 17, 2018, at the Annual Meeting of Stockholders of Royal Gold, Inc. (the "Meeting") which will be held on November 14, 2018, at the Ritz-Carlton Hotel, 1881 Curtis Street,
Corporate Secretary at 9:00 a.m., Mountain Standard Time, or at any postponement or adjournment thereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE DIRECTOR NOMINEES AND “FOR” PROPOSALS 2 AND 3.The undersigned acknowledges receipt of this Proxy and a copy of the Notice of Annual Meeting and Proxy Statement, dated
October 1, 2018. Address change/comments:70 ROYAL GOLD, INC. (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side
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