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Table of Contents
| NOTICE OF 2019 ANNUAL
MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
NOVEMBER 20, 2019
DENVER, COLORADO
 | |
Tableeach class of Contentssecurities to which transaction applies:
2)
 THE STABILITY THAT COMES FROM CONSISTENT PERFORMANCE IS SOMETHING THAT SHAREHOLDERS EXPECT OF ROYAL GOLD AND
MAINTAINING THIS STABILITY IS TOP OF MIND FOR YOUR BOARD OF DIRECTORS...
 |
Aggregate number of securities to which transaction applies:
3)Dear Fellow Stockholders,
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)
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5)
Total fee paid:
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Date Filed:
A MESSAGE FROM THE
CHAIRMAN OF THE BOARD
DEAR FELLOW STOCKHOLDERS,
Fiscal
2019year 2021 was another
successfulexcellent year for Royal
Gold,Gold. Strong performance from our portfolio allowed us to deliver record financial results for another year, and
consistent with past years,we continued to invest in the
Company delivered solid performance based on a sound strategic plan rooted in a culture of achievement. The stability that comes from consistent performance is something that shareholders expect of Royal Goldbusiness and
maintaining this stability is top of mind for your Board of Directors as we work through Tony’s transition to retirement.Tony’s retirement is well-deserved; and on behalf of the Board, employees and stockholders, I thank and congratulate Tony for his many years of dedication and uniquely successful leadership. He has set a new bar for future CEOs in our industry.
Your Board has been preparing for this succession for the past several years. We know the management team well and recognize that there is a very solid base of talent at all levels within the Company. Your Board is confident that the management team is prepared and committed to ensuring the continued success of the Company.
After a thorough search process, the Board has chosen our current Chief Financial Officer, Bill Heissenbuttel, to serve as our new President and Chief Executive Officer and as a member of the Board upon Tony’s retirement from these positions on January 2, 2020. For the past 13 years Bill has been keyadded growth to the strategic development of the Company, andportfolio. We also strengthened our balance sheet to ensure we are confident he will continueremain positioned to executeact on the formula that has made Royal Gold a success.
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| KEY ELEMENTS OF OUR BUSINESS STRATEGY
| |
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|  | |  | |  | |
| | | | | | |
| Business Model
| | Gold Focused
| | Growth
| |
| | | | | | |
| Royal Gold’s stream and royalty business model provides investors with a diversified portfolio of 41 producing assets without incurring many of the costs and risks associated with mine operations.
| | 78% of Royal Gold’s revenue in fiscal 2019 was generated from gold.
| | Royal Gold emphasizes investment in long lived assets that we expect will provide our stockholders resource to reserve conversion upside.
| |
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2 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
Table of Contents
CHAIRMAN’S LETTER
While this transition will change the face of the Company, I can assure you that your Board will continue to offer guidance to the Company the same way we have done over the past several years, and we will strive to maintain the culture that has fostered the Company’s success. I am excited to think about how new leadership will push the Company forward, andfuture 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 attributesimportance of returning capital to stockholders and raised our dividend for the 20th consecutive year, a record that allowed Royal Goldis unmatched in the global precious metals industry.
We also continued our long-standing commitment to
thrive will remain intact throughcorporate governance best practices, and, after
a thorough search process, Fabiana Chubbs was nominated by our Board and appointed by stockholders as our newest member of the
leadership transition.Also,Board. We firmly believe that senior-level experience in our sector 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 her executive experience in the gold industry, her background and qualifications position her well to join the Audit and Finance Committee. Ms. Chubbs brings a fresh perspective to Board discussions, and we are pleased to welcome her.
Additionally, we approved a change in our fiscal year end from June 30 to December 31, effective as of December 31, 2021. We determined that it is in the best interest of stockholders and prospective investors to more closely align our reporting and disclosure with that of most of our counterparties and peers in the precious 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 November to May, starting in 2022.
We look forward to reviewing the achievements of the year with you, and you are cordially invited to join us virtually for our 2019 Annual Meeting2021 annual meeting of Stockholders, which will be heldstockholders on November 20, 2019,17, 2021, at 9:009 a.m. MST at the Kimpton Hotel Born, 1660 Wewatta Street, Denver, Colorado.mountain time. Holders of record of our common stock on September 23, 201920, 2021, are entitled to notice of and to vote at the 2019
Annual Meeting.virtual annual meeting. The Noticeaccompanying notice of Annual Meeting of Stockholdersvirtual annual meeting and the proxy statement that follow describe the business to be conducted at the meeting.
We look forward to seeing you there, and thank
Thank you for your support.
Sincerely,
William M. Hayes
Chairman
Cautionary Note Regarding Forward-Looking Statements:This proxy statement contains forward-looking statements within the meaning of the 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 management team ensuring success of the Company; continuing to execute on the formula, or maintaining a culture or any attributes, that has made the Company a success; new leadership pushing the Company forward; and the Board continuing to offer guidance to the Company. 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.
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| Capital Deployment
| | Financial Flexibility
| | Return to Stockholders
| |
| | | | | | |
| 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.
| | Royal Gold’s unique business model allows us to source our capital efficiently with a preference to grow our business from free cash flow.
| | 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.
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Table of Contents
1660 Wynkoop Street, Suite 1000, Denver, CO 80202
Phone: 303-573-1660
www.royalgold.com
Background
|
 | DATE AND TIME
Wednesday,
November 20, 2019
9:00 a.m. MST
|
 | LOCATION
KIMPTON HOTEL BORN
1600 Wewatta Street
Denver, CO 80202
|
 | WHO CAN VOTE
You 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 on September 23, 2019.
|
 | VOTING DEADLINE
Proxies voted by mail, telephone, or internet must be received by 11:59 p.m. (Eastern Standard Time) on November 19, 2019.
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2019 ANNUAL STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 20, 2019:
Our Notice of Annual Meeting and proxy statement, Annual Report including our Form 10-K, electronic proxy card and other materials for the Annual Meeting are available on the internet at www.proxyvote.com together with any amendments that may be made to any of these documents.
|
Voting Items | | Board
Recommendation |
1 | The election of the two Class II Director nominees identified in the accompanying proxy statement
| |  | FOReach Director nominee
|
2 | The approval, on an advisory basis, of the compensation of the Named Executive Officers
| | | FOR
|
3 | The ratification of the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending June 30, 2020
| | | FOR
|
| | | |
| | | |
Stockholders will also transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.
Voting
PLEASE VOTE
It is important that your shares are represented and voted at the
Annual Meeting. For this reason, evenvirtual 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 bythe internet or by signing, dating, and returning the proxy card mailed to you if you received a paper copy of this proxy statement.Attendance
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL STOCKHOLDERS’ MEETING TO BE HELD ON NOVEMBER 17, 2021:
Our notice of virtual annual meeting and proxy statement, annual report on Form 10-K, electronic proxy card, and other materials for the annual meeting are available on the internet at www.proxyvote.com together with any amendments that may be made to any of these documents.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This proxy statement contains forward-looking statements within the
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.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| When | | | Where | | | Who | |
Wednesday,
November 17, 2021
9:00 a.m. mountain time | | | Virtual-Only Meeting at www.virtualshareholder
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 | |
Stockholders will transact any other business as may properly be brought before the meeting and any postponement or adjournment of the meeting.
VIRTUAL-ONLY MEETING
The annual meeting will be
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 your 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.be able to listen to the meeting live, submit questions, and vote. There will be no physical location for stockholders to attend.
MEETING MATERIALS
We are
mailingproviding our “Notice of Internet Availability of Proxy Materials” to stockholders
beginning on or about October
7, 2019, containing4, 2021. This document contains instructions on how you 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 website at www.royalgold.com under “Investors –
Financial Reporting – All SEC Filings.Proxy Materials.”
BY ORDER OF THE BOARD OF DIRECTORS
Bruce C. Kirchhoff
Vice President,
Margaret McCandless
Assistant General Counsel, Chief Compliance Officer, and Corporate Secretary
October 7, 20194, 2021
4 | | ROYAL GOLD, INC. | 20192021 PROXY STATEMENT | | | 1 | |
Table of Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and we encourage you shouldto read the entire proxy statement before voting. For more complete information regarding the Company’s 2019our 2021 performance, we encourage you should alsoto review the Company’sour Annual Report on Form 10-K.
ABOUT US
2019 Company Performance | | | BUSINESS
MODEL | | | | | | GOLD
FOCUSED | | | | | | 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. | |
| | | CAPITAL
DEPLOYMENT | | | | | | FINANCIAL
STRENGTH | | | | | | 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. | |
2021 COMPANY PERFORMANCE
Our Board of Directors and management continue demonstrating deep commitmentare committed to increasing long-term stockholder value and returning capital to stockholders, as evidenced by some of the Company’sour significant achievements during fiscal year 2019:2021:
 |  | | | | | | | | | | | | | | | |
| | | $616M | | | | $76M | | | | 333,100 GEOS | | |
| | | Strong financial performance with new records for revenue of $423$616 million, and operating cash flow of $253$407 million, on robust 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 335,000 Gold Equivalent Ounces333,100 gold equivalent ounces (“GEOs”), which areis calculated as the Company’sby dividing our reported revenue divided by the average gold price for the same period.period | Record $67.5 million (26.7% of operating cash flow) returned to stockholders as dividends during calendar year 2019, representing a 6% increase over the dividend per share paid for calendar year 2018. The Company has paid a dividend since calendar 2000 and has increased it in each of the last 19 years. |
 |  |  |
Strengthened balance sheet and repaid in full $370 million of outstanding principal and interest on our 2019 convertible notes | | | | | | | | | | | | | | | | |
| | | $1.2B | | | | $168M | | |
| | | Maintained available liquidity of approximately $900 million$1.2 billion as of June 30, 20192021, representing $245 million in working capital and $1 billion credit facility availability | Added high-quality | | | Invested $168 million in new and long-life silver stream on Khoemacau Projectexisting projects we believe will provide significant growth potential over the coming years | | |
On May 1, 2019, we announced that our President and Chief Executive Officer, Tony Jensen, intends to retire before March 31, 2020. The Board of Directors and its Compensation, Nominating and Governance Committee (“CNG Committee”) commenced a comprehensive search for the best-qualified successor to Mr. Jensen. Working with a major recruiting firm, the CNG Committee identified, reviewed, and refined a diverse field of candidates, interviewed a number of them, and ultimately recommended to the Board one candidate to succeed Mr. Jensen. On September 30, 2019, we announced that Bill Heissenbuttel, currently our Chief Financial Officer and Vice PresidentStrategy, will succeed Mr. Jensen as President and Chief Executive Officer and as a Class I Director when Mr. Jensen resigns from those positions effective January 2, 2020. Mr. Heissenbuttel will serve as a Class I Director with a term ending in November 2021.
For more information about Royal Gold’s Board and management succession planning, see “Board Succession, Recruitment, Nomination and Succession” and“Management Succession Planning” on page 24.
www.royalgold.com | | 5 | | | | | | | | | | | | | |
Table of Contents
PROXY SUMMARY
 | 2 | | | ROYAL GOLD, INC. | |
PROPOSAL HIGHLIGHTS
| | | PROPOSAL 1
1: ELECTION OF TWO CLASS III DIRECTOR NOMINEES TO SERVE UNTIL THE 2024 ANNUAL MEETING |  | |
 | | | | | The Board recommends you voteFOReach Director Nomineedirector 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 14 ►10) | | |
| | | | | |
| | | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | | |
| | | | | | The Board recommends you vote FOR this “say-on-pay” advisory proposal because it believes that our compensation policies and practices are effective in achieving our compensation goals of paying a competitive salary, providing attractive annual and long-term incentives to reward growth, and linking management interests with stockholder interests. | | | (see page 32) | | |
| | | | | |
| | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR FISCAL STUB PERIOD ENDING DECEMBER 31, 2021 | | |
| | | | | | The Board recommends you vote FOR this proposal. On August 9, 2021, our Board approved a change to our fiscal year end from June 30 to December 31, effective as of December 31, 2021. To complete the change, we are using a six-month fiscal stub period from July 1, 2021, to December 31, 2021. Our Audit and Finance Committee has 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, and is asking stockholders to ratify this selection. | | | (see page 62) | | |
Class II Director Nominees to Serve until the 2022 Annual Meeting | 2021 PROXY STATEMENT | | | 3 | |
CORPORATE GOVERNANCE HIGHLIGHTS
CLASS I DIRECTOR NOMINEES AT A GLANCE
Our Board
of Directors is comprised 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
2022. | | | | |
| | | WILLIAM HEISSENBUTTEL | | | | JAMIE SOKALSKY | | |
| | |
Non-Independent director since 2020
President and CEOWilliam M. Hayes, 74 | | |
EXPERIENCE AND QUALIFICATIONS
•
Leadership •
Finance •
Industry, mining, and international business •
Business development and marketing •
Risk management, sustainability, and environmental, social, and governance ("ESG") matters | | | | Independent Directordirector since 20082015 Chairman of the Board of Directors since 2014
ChairmanMember of the Audit and Finance Committee
Retired Mining Executivemining executive Serves on two other public company boards |
|
| |  |
EXPERIENCE AND QUALIFICATIONS
●•Audit Committee Financial Expert
Leadership ●•
International mining •
Finance •
Business development and marketing •
Public company board service ●•CFO/administration and operations
●Industry association participation
●Corporate governance
●Finance
●Business development and marketing
●International business
●Leadership
●Reputation in the industry
●Risk management
| | |
| | | | | |
CONTINUING DIRECTORS AT A GLANCE
Director Name
Current Position | | | Age | | | Director
Since | | | Independent | | | Board Committees | |
| | Audit and
Finance
(“AF Committee) | | | Compensation,
Nominating, and
Governance
(“CNG Committee”) | |
| CLASS II DIRECTORS (TERM EXPIRES 2022) | | | | | | | | | | | | | | | | |
| | | William Hayes Retired Mining Executive | | | 76 | | | 2008 | | | | | | | | | | |
| | | Ronald Vance Retired Mining Executive | | | 68 | | | 2013 | | | | | | | | | | |
| CLASS III DIRECTORS (TERM EXPIRES 2023) | | | | | | | | | | | | | | | | |
| | | Fabiana Chubbs Retired Mining Executive | | | 56 | | | 2020 | | | | | | | | | | |
| | | Kevin McArthur Retired Mining Executive | | | 66 | | | 2014 | | | | | | | | | | |
| | | Sybil Veenman Retired Mining Executive | | | 58 | | | 2017 | | | | | | | | | | |
 | Ronald J. Vance, 67
Independent Director since 2013
Chairman of the Compensation, Nominating and Governance Committee
Retired Mining Executive
4 |
|
| | |
EXPERIENCE AND QUALIFICATIONS
●Public company board service
●Business development and marketing
●Corporate governance
●Finance
●Industry association participation
●International business
●Leadership
●Reputation in the industry
●Risk management
| |
6 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT | |
Table of Contents
PROXY SUMMARY
CLASS I DIRECTORS (TERM EXPIRES 2021)
| | | | Director
Since | | | | Board Committees |
| Director | | Age | | | Current Position | Independent | AF | CNG |
 | Tony Jensen | 57 | | 2004 | | President and CEO of Royal Gold, Inc. | | | |
 | Jamie C. Sokalsky | 62 | | 2015 | | Retired Mining Executive |  |  | |
CLASS III DIRECTORS (TERM EXPIRES 2020) |
 | C. Kevin McArthur | 64 | | 2014 | | Retired Mining Executive | | | |
 | Christopher M.T. Thompson | 71 | | 2014 | | Retired Mining Executive | | | |
 | Sybil E. Veenman | 56 | | 2017 | | Retired Mining Executive | | | |
 | Member |
Qualities of Royal Gold’s Board of Directors |
| | | | | | | | |
INDEPENDENCE | | AVERAGE DIRECTOR TENURE | | AVERAGE DIRECTOR SERVICE |
All Directors other than our CEO are Independent. | | The average tenure of our Independent Directors’ service on our Board of Directors is approximately 6 years. | | 
| The average service of Independent Directors on outside public company boards is approximatelyone board. |
 | |  | |
Table of Contents
PROXY SUMMARY
Director Qualifications and Experience |
We nominated and stockholders elected five new independent directors in the past six years, including: two financial experts, three former CEO’s, one mining engineer, and one legal expert. One of the new independent directors is female. Their qualifications enhanced the experience and skills of our Board.
Director Qualifications
and Experience | William M.
Hayes | Tony A.
Jensen | C. Kevin
McArthur | Jamie C.
Sokalsky | Christopher
M.T. Thompson | Ronald J.
Vance | Sybil E.
Veenman |
 | Audit Committee Financial Expert |  | | |  | | | |
 | Board Service on Public Companies | | | | | | | |
 | Business Development and Marketing | | | | | | | |
 | CEO/CFO Experience | | | | | | | |
 | Corporate Governance Experience | | | | | | | |
 | Finance Experience | | | | | | | |
 | Geology 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 | | | | | | | |
Corporate Governance Best Practices Highlights |
OUR CORPORATE GOVERNANCE PRACTICES ARE DESIGNED TO PROTECT AND PROMOTE LONG-TERM VALUE | | |
| | | ●•
Separate CEO and Chairman ●•Independent Directors appoint
Lead Independent Directorindependent director appointed if ChairmanChair is not independent ●•
Six of seven Directorsdirectors are independent, including Chairman of the Board Chairman and all AF and CNG Committee members ●•
All Audit and FinanceAF Committee members deemed Financial Expertsfinancial experts ●•
Majority voting required in uncontested Directordirector elections ●•
Significant Board refreshment over recent years ●•Average Director service on
Independent directors average one outside public company boards is approximately one board | ●Thorough on-boarding program
●•
Thorough onboarding program Annual Director education program;•
Encourage continuing director education; quarterly regulatory and governance updates | | | •
Annual Board and committee self-assessments ●•Director retirement policy
●Annual self-assessments
●Robust Directordirector and management succession planning processes
●•Frequent Executive Sessions
Regular executive sessions of the Board and Committeescommittees ●•
CNG Committee oversight of ESG A•nnual
Annual compliance review of governing policies and charters and compliance with them ●•
Quarterly Board review of robust Enterprise Risk Managemententerprise risk management program •
Regular Board review of cybersecurity program •
Regular stockholder engagement •
Stock ownership guidelines for directors and Cybersecurity Programsexecutives ●•
Focus on pay for peformance in executive compensation program Environmental, Social Responsibility and Governance Policy•
Annual advisory say-on-pay vote | | | ●•Significant Director and
CNG Committee retention of independent advisor to assist with executive officer stockholding requirementscompensation ●•Active annual stockholder engagement
Robust Insider Trading Policy ●•Majority of executive officer compensation is variable and linked to Company performance
●Annual advisory Say-on-Pay vote
●Insider trading policy certifications by all Directors and executive officers
●No perquisites and noor tax gross-ups
●•
No stock option re-pricingrepricing without stockholder approval ●•
Policies against hedging orand pledging Companycompany stock ●•
Strong Code of Business Conduct and Ethics and Whistleblower programPolicy ●•Comprehensive
Promotion of inclusive work environment supported by our Diversity Policy •
Commitment to including qualified individuals of gender, racial, and ethnic diversity in all new director searches •
Clawback policy for incentive compensation to executives | | |
BOARD CHARACTERISTICS
| | AGE | | | INDEPENDENCE | | | TENURE | |
| | 2021 PROXY STATEMENT | | | 5 | |
A BALANCED BOARD
Our Board seeks to nominate directors with diverse qualifications and experience that align with our business strategy.
| | 6 | | | ROYAL GOLD, INC. | 2019 | |
SOCIAL RESPONSIBILITY AT A GLANCE
•
Our Environmental, Social, and Governance Policy reflects our core commitment to furthering responsible and sustainable mineral development
•
We are a member of the World Gold Council and endorse its Responsible Gold Mining Principles, which promote sustainable gold mining
•
We endorse the International Council on Metal and Mining 10 Principles for sustainable development across the mining and metals industries
•
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
•
We encourage operator engagement in ESG matters, with many operators endorsing at least one international ESG charter
•
We seek new investment opportunities with responsible operators
•
For new investments, we conduct considerable due diligence, including on ESG matters
•
We seek to mitigate ESG risk to our investments through contractual safeguards when possible
•
We monitor operators’ management of ESG risks and, where appropriate, enforce our rights
•
We actively seek opportunities to advance sustainability initiatives within host communities
•
We seek to work with operators and other suppliers who share our commitment to ethical behavior, respect for human rights, engagement with host communities, and environmental stewardship, as outlined in our Supplier Code of Conduct
•
Our Human Rights Policy sets forth our commitment to respecting human rights in the jurisdictions where we operate
•
Our People Policy promotes a safe and healthy workplace and requires strict adherence to legal and ethical standards in our business practices, and we are committed to an inclusive work environment where individuals are free from discrimination and harassment
•
We maintain a Diversity Policy that encourages diversity across the organization, including at the Board level
•
We encourage community service by our employees through a variety of service and contribution programs
•
We are committed to the highest standards of business conduct and prohibit all forms of bribery and corruption, as outlined in our Anticorruption Policy and Code of Business Conduct and Ethics
Table of Contents
PROXY SUMMARY
| PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION | |
| The Board recommends you voteFORthis proposalpage 33 ► |
2019 Compensation Framework |
The Company’s total direct executive compensation program includes base salary, a short-term cash incentive, long-term equity incentive awards, and a small amount of fixed benefits. The majority of target compensation (78% of CEO pay and 67% of other NEO pay) is offered in variable pay, with an emphasis on long-term equity to best align our executives’ interests with our stockholders’ interests:
Table of Contents
PROXY SUMMARY
Pay for Performance Alignment |
| These Short- and Long-Term Incentive Performance Measures | | Are Designed to Promote Achievement of these Elements of our Business Strategy | | For Fiscal Year 2019, this Level of Achievement | | Produced this Level of Short- and Long-Term Incentive Award or Vesting |
| | | | | | | |
 | OCF v GDX Constituents | | Financial flexibility and discipline; capital deployment | | 185% of target opportunity | | Short term incentive awardswere made slightly abovethe mid-point of each NEO’sshort-term incentive range. |
Net GEO Production | | Gold-focused; capital deployment | | 88% of target opportunity | |
Cost Containment | | Financial flexibility and discipline | | 160% of target opportunity | |
Capital Deployment | | Capital deployment | | 89% of target opportunity | |
Peak Gold JV | | Growth | | 25% of target opportunity | |
Financial Strength | | Financial flexibility and discipline | | 100% of target opportunity | |
Voisey’s Bay Litigation | | Growth; asset protection | | 100% of target opportunity | |
Individual Performance | | Management development; succession planning | | Variable by NEO | |
| ISO/SARs | | Return to stockholders | | | | |
Restricted Stock | | Retention of qualitymanagement | | >$260M Net Revenue | | Permits vesting ofrestricted stock awardedfor FY 2019, subject toservice requirement. |
Performance Stock-GEO Shares | | Growth | | 279,406 Net GEOs | | Actual Net GEOs did not meetcondition for vesting; no GEOShares vested. |
Performance Stock-TSR Shares | | Return to stockholders | | 11.7% 1-Year TSR,
47thPercentile;
42.3% 3-Year TSR,
89thPercentile | | 1-Year TSR Percentile did notmeet condition for vesting,and no 1-Year TSR Sharesvested. 3-Year TSR Sharesvested between targetand maximum. |
See detailed discussion of short-term and long-term incentive Performance Measures, awards and vesting at pages 39-43.
10 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
Table of Contents
PROXY SUMMARY
Compensation Best Practices |
We designed our executive compensation plan and practices to align with governance best practices and the best interests of our stockholders.The following are representative practices we do and do not employ:
WE DO |  | | WE DON’T |  |
✓Pay for Performance:78% of our CEO’s and 67% of our other NEOs’ total direct compensation for fiscal year 2019 was variable and not guaranteed
✓Use multiple Performance Measuresfor both short- and long-term incentive programs
✓Use challenging short- and long-term goalsfocused on growth and long-term returns
✓Establish target and maximum awardsin short- and long-term incentive programs
✓Use a formulaic scorecardto determine short-term incentives
✓Use a peer group of gold-focused companiesto benchmark performance and compensation levels
✓Target NEO direct compensation at the meanof our peer group
✓Require executive officers to meet robust stock ownership guidelinesso their interests align with our stockholders
✓Apply a “double trigger” to vesting equity awardsin the event of a change-in-control. Vesting is accelerated upon a change-in-control if the executive is terminated under certain circumstances or if the acquiror does not assume the awards
✓Engage annually with stockholders
✓Continually monitor our executive compensation programto assess and mitigate compensation-related risks
✓Maintain independence of the CNG Committee; the independent compensation consultant reports directly to the CNG Committee
| | ✕Guarantee salary increases, annual short-term incentive payments, or long-term incentive opportunities
✕Provide perquisites or other special benefits
✕Permit re-pricing of stock options without stockholder approval
✕Provide for excise tax gross-ups of any kind, including for change-in-control payments
✕Permit executive officers or Directors to hedge or pledge Royal Gold stock
✕Maintain a defined benefit pension plan or any special executive retirement plans
|
Table of Contents
PROXY SUMMARY
Compensation of Named Executive Officers |
Stockholders are asked to approve, on an advisory basis, the compensation of our Named Executive Officers (“NEOs”).
EXECUTIVE COMPENSATION HIGHLIGHTS
The following table summarizes the potential target compensation package for fiscal year 20192021 for each NEO.our named executive officers (“NEOs” or “executives”). Please see the Summary Compensation Table and accompanying footnotes beginning on page 4852 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 | | |
FISCAL YEAR 2021 COMPENSATION FRAMEWORK
Our executive compensation program consists of
this proxy statement for more information.| Name and Principal Position | Salary
(US$) | Non-Equity
Incentive Plan
Compensation
(US$) | Stock and
Option
Awards
(US$) | All Other
Compensation
(US$) | Total
(US$) |
| Tony Jensen | 800,000 | 900,000 | 2,141,049 | 33,939 | 3,874,988 |
| President and Chief Executive Officer | | | | | |
| William Heissenbuttel | 502,000 | 432,000 | 817,930 | 32,784 | 1,784,714 |
| Chief Financial Officer and Vice President Strategy | | | | | |
| Daniel Breeze(1) | 350,000 | 151,000 | 314,313 | 17,119 | 832,432 |
| Vice President Corporate Development, RGLD Gold AG | | | | | |
| Mark Isto(2) | 430,000 | 366,000 | 705,722 | 33,387 | 1,535,109 |
| Vice President Operations, Royal Gold Corporation | | | | | |
| Bruce C. Kirchhoff | 414,000 | 355,000 | 584,403 | 32,686 | 1,386,089 |
| Vice President, General Counsel and Secretary | | | | | |
CEO(1) | Mr. Breeze was not considered a Named Executive Officer until January | | | | | | Element | | | | When | | | | Fiscal Year 2021
Performance
Measures | | | Measuring
Period | | | | How Payout
Determined | | | | Other
NEOs | |
| | | | | | | Salary | | | | Reviewed
annually | | | | Individual experience and performance | | | Ongoing | | | | Benchmarking; individual experience and performance | | | | | |
| | | | | | | | |
| | | | | | Short-Term
Incentive | | | | Awarded
annually | | | | Financial, operational, strategic, and individual measures (page 41) | | | 1 2019. Mr. Breeze’s salary year | | | | CNG Committee verification of performance as compared to preestablished measures | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | Stock Options
and non-equitySARs | | | | 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 | | | | | | | | | | | | | | | | | |
PAY-FOR-PERFORMANCE ALIGNMENT
| | | | | Short- and Long-
Term Performance
Measures | | | | | | Designed to
Promote Achievement
of our Business
Strategy | | | | | | Fiscal Year
2021 Achievement | | | | | | Results | |
| | | |
| | Short-Term Incentive | | | Stockholder Return vs. Royalty Peer Group | | | Stockholder return | | | 0% of target opportunity | | | Short-term incentive plan compensation areawards paid out 85% of target for executives | |
| | 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 | |
| | | |
| | Long-Term Incentive | | | Stock Options and
SARs | | | Stockholder return | | | 21% decrease in Swiss Francs (“CHF”). The amounts shown are the United States Dollar (“USD”) equivalent. The CHFstock price from August 2020 grant date to USD conversion rate for fiscal year 2019 salary and non-equity incentive paid compensation was 1.00,first annual vesting date in August 2021 | | | Portion of awards that vested based on continued service was out of the average foreign exchange (“FX”) rates for the period January 1, 2019 through July 31, 2019.money on first vesting date | |
(2) | Mr. Isto’s salary and non-equity incentive plan compensation are paid in Canadian Dollars (“CAD”). The amounts shown are the USD equivalent. The CAD to USD conversion rate for fiscal year 2019 salary and non-equity incentive paid compensation was 0.76, based on the average 30-day FX rates for the period ending July 31, 2018 (salary) and July 31, 2019 (non-equity incentive plan compensation). |
| PROPOSAL 3
RATIFICATION OF ERNST & YOUNG LLP
AS AUDITOR FOR 2020 | | Executive retention | |
| Performance 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 The Board recommends you votelimited number of GEO shares vested for FY 2021 | |
| | Performance Shares
(TSR) | | | Stockholder return | | | 3-year TSR at 41FORst percentile under awards granted in August 2018 | | | this proposalNo vesting
of shares under 3-year TSR awards granted in August 2018
| |
| | 1-year TSR at 57th, 59th, and 55th percentiles under awards granted in August 2018, 2019, and 2020, respectively | | | Permitted vesting of a number of shares page 56 ►between threshold and target under 1-year TSR awards granted in August 2018, 2019, and 2020 | |
The ratification
See detailed discussion of the appointmentshort-term and long-term incentive programs, including definitions of Ernst & Young LLP is submitted to the stockholders because the AF Committeenet GEOs and the Board of Directors believe this to be good corporate practice. Should the stockholders fail to ratify this appointment, the AF Committee will take the voting results under consideration.TSR, on pages 41-46.
12 | | ROYAL GOLD, INC. | 20192021 PROXY STATEMENT | | | 9 | |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
Table of Contents
| PROPOSAL 1
ELECTION OF CLASS II DIRECTORS | |
| The Board of Directors unanimously recommends a voteFOReach of the Class II Director Nomineesdirector nominee. | | | | |
The Company’s
Our Board
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
Directorsdirectors at our 2021 annual meeting. Messrs. Heissenbuttel and Sokalsky are
Messrs. Jensen and Sokalsky; the Class II Directors, who are standing for re-electioncurrently serving on our Board. Mr. Sokalsky was most recently elected by stockholders at
the 2019 Annual Meeting, are Messrs. Hayes and Vance; and the Class III Directors are Ms. Veenman and Messrs. McArthur and Thompson.As previously disclosed and noted above, the Board of Directors appointed Bill Heissenbuttel as the Company’s President and Chief Executive Officer effective January 2, 2020, at which timeour 2018 annual meeting. Mr. Heissenbuttel will join thewas appointed by our Board as a Class I Director.
Ifdirector in January 2020 when he was appointed as our President and CEO. Each nominee was nominated by our Board based on the proxy is properly completedrecommendation of the CNG Committee. In making these nominations, our Board and received in time for the Annual Meeting,CNG Committee considered each nominee’s experience, qualifications, and skills as described below. Each nominee has consented to serve as a director if the proxy does not indicate otherwise, the represented shareselected. We have no reason to believe that either nominee will be voted “FOR” William M. Hayes and Ronald J. Vance. If any nomineeunable or unwilling for election as a Class II Director should refuse or be unablegood 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.
VOTE REQUIRED FOR APPROVAL
Each
Class II Director elected shall serve until the 2022 Annual Meeting or until his successor is elected and qualified.Vote Required for Approval |
The 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 votes cast, the CNG Committee wouldwill 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 Board of Directors. If a nominee who was not already serving as a Director fails to receive a majority of votes cast with respect to his or her election at the Annual Meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover Director.” Each of the Class II 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.”
Board.14 | 10 | | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT | |
PROPOSAL 1: ELECTION OF DIRECTORS
BOARD OF DIRECTORS
TableA BALANCED BOARD
An effective board consists of
ContentsPROPOSAL 1
Board Compositionindividuals with diverse qualifications and Qualification
The CNG Committee is focused on maintainingexperience that align with our business strategy. Each director contributes a Board with skills and experiences that are aligned with the Company’s strategic priorities. Each Board member is expected to contribute his/her distinct perspective to promote the best interests of the CompanyRoyal Gold and itsour stakeholders. As part of its annual Board and Committee assessment, theOur CNG Committee asks Board members what competencies and attributes they consider to be responsive to the upcoming needshas identified substantive areas of the Company and what, if any, competencies and attributes they seek to incorporate to broaden the Board’s capabilities. These responses are used to select nominees to the Board. The following alphabetical list describes competenciesexpertise that the Board presently deems desirable to ensure it is aligned with the Company’s strategic priorities.
as a whole should represent. The following table describes these core competencies:
 |
| | | Audit Committee
Financial Expert | | | All members of the AF Committee are Audit Committee Financial Experts. This experience ensures ouraudit committee financial experts. These directors understand, advise on, and oversee our capital structure, financefinancing and investing activities, as well as our financial reporting, and internal controls. | |
 |
| | | Board Service
at Other Public
Public Companies | Service 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. | |
 |
| | | 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/
| | | CEO or CFO
Experience | Experience 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. | |
 |
| | | 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. | |
 | Finance Experience
| | | 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. | |
 |
| | | Industry,
Mining, or
Geology and Mining
EngineeringExperience | As a company that evaluates, acquires, and manages precious metal stream and royalty interests, we seek directors with knowledge and experience in geology and mining engineering.
|
 | Industry and Mining
Experience
| Experience 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. | |
 |
| | | Industry
Association
Participation | | | Many of our Directorsdirectors 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, and others giving them exposure to trends in the industry and continued visibility to decision-makers at global mining companies. | |
 |
| | | International
Business
Experience | All our Directors
| | Our directors have served as executives in a wide variety of global mining organizations, which we consider crucial to Royal Gold’s continued ability to grow itsprovides them with unique insight into growing a business globally. | |
 |
| | | Leadership
Experience | | | Skills developed from senior 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. | |
 |
| | | Legal and
Compliance
Experience | We value a board that possesses
| | Our Board benefits from directors who 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, Environmental, Social and Governance matters, and board duties and function.resolution. | |
 |
| | | Reputation in the
Industry | All of our Directors
| | Our directors are well-knownwell known in the industry and held in the highesthigh regard in our industry.by their peers. | |
 |
| | | Risk Management | In light of the Board’s role in risk oversight, we have recruited Directors who
| | Our directors can support management in recognizing, managing, and mitigating such key risks such as safety, cybersecurity, regulatory compliance, competition, finance and financial reporting, brand integrity, talent development, and succession planning. | |
| | | | | 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 future. | |
| | 2021 PROXY STATEMENT | | | 11 | |
PROPOSAL 1: ELECTION OF DIRECTORS
BOARD BIOGRAPHIES
TableBelow is biographical information about our director nominees and continuing directors as of
ContentsPROPOSAL 1
Qualities of Royal Gold’s Board of Directors
 | | | | |
INDEPENDENCE
| | AVERAGE BOARD TENURE
| | AVERAGE DIRECTOR SERVICE
|
All Directors other than the CEO are independent.
| | The average tenure of our Independent Directors’ service on our Board of Directors is approximately 6 years.
| |  | The average service of our Independent Directors on outside public company boards is approximatelyone board.
|
Our Board of Directors
Below, we provide the names, position with the Company, periods of service and experience of the Company’s Directors. TheSeptember 20, 2021. Director qualifications and experience of our Directors are also summarized on page 8.
Our Director Nominees
4. DIRECTOR NOMINEES
| | | | | | WILLIAM M. HAYES, 74HEISSENBUTTEL, 56 Class I Director – term expires 2021
President and Chief Executive Officer
Director since 2020
Not Independent |
 |
Class II Director Nominee(Term expires 2019) | | BACKGROUND | | | CORE COMPETENCIES | |
Chairman since 2014 |
Director since 2008 |
Independent |
Chairman of the Audit andFinance Committee |
Audit Committee Financial Expert |
Mr. Hayes served as a Director on Antofagasta PLC’s Board from 2006-2019, where he held positions as the Senior Independent Director, Audit Committee Chair, and a member of the Safety and Sustainability Committee. HeHeissenbuttel has served as the Chairman of the Board of Tethyan Copper Company since 2007. Mr. Hayes has overmore than 30 years of progressivecorporate finance experience, focused on mining.including 25 years in project and corporate finance in the metals and mining industry. Mr. Hayes retired from Placer Dome Inc., whereHeissenbuttel was appointed our President and Chief Executive Officer and a Class I director, effective January 2020. Previously, he served as Executive Vice President for Project Development and Corporate Affairs from 2004-2006, and previously served as Executive Vice President for USA and Latin America from 2000-2004, and Executive Vice President for Latin America from 1994-2000. Mr. Hayes also worked as an executive, including as aour Chief Financial Officer for various mining operations in Latin America since 1988. |
QUALIFICATIONS AND EXPERIENCE
|
 | Board Service
Previously served as a director and member of the Safety and Sustainability Committee at Antofagasta PLC.
|
 | Leadership, Finance and International Business Experience
●The Board of Directors determined that Mr. Hayes is an Audit Committee Financial Expert.
●Prior service as Executive Vice President for U.S. and Latin America, Placer Dome; ExecutiveStrategy from June 2018 to January 2020, Vice President ProjectCorporate Development and Corporate Relations, Placer Dome;from 2007 to June 2018, Vice President Operations from 2015 to June 2016, and Treasurer, Placer Dome; and Regional Treasurer and Controller, Exxon Minerals.Manager Corporate Development from 2006 to 2007.
|
 | Industry Association Participation
Previously served as President of the Mining Council in Chile and President of thePrior to joining Royal Gold, Institute in Washington, D.C.
|
 | Mining Experience
Previously responsible for six operating mines in Chile and the U.S., and five development projects in the U.S., Chile, Dominican Republic and Africa.
|
 | Business Development and Marketing
Extensive experience in project development and corporate affairs.
|
 | Compensation and Corporate Governance
Member of Compensation Committee and Nominating and Governance Committee of Antofagasta PLC
|
16 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
Table of Contents
PROPOSAL 1
 |
Class II Director Nominee (Term expires 2019) |
Director since 2013 |
Independent |
Chairman of the Compensation, Nominating & Governance Committee |
Mr. Vance served as the Chairman of the Board of Southern Peaks Mining L.P. in 2018. Mr. Vance has over 40 years of experience in mining and corporate development. Mr. Vance retired from Teck Resources where heHeissenbuttel served as Senior Vice President Corporate Development from 2006-2014. Prior2000 to joining Teck Resources, Mr. Vance worked as Managing Director of2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then 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.Mr. Heissenbuttel holds a Master of Business Administration degree from 1991-2000the University of Chicago and a Bachelor of Arts degree from Northwestern University. | | | | | | Leadership and Governance Current executive and governance experience as Managing Director/Senior Advisor of Rothschild Inc. from 2000-2005.our President and CEO | |
| | QUALIFICATIONS AND EXPERIENCE![[MISSING IMAGE: tm2122690d2-icon_finanexppn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_finanexppn.jpg) | | | Finance Background as a corporate and project finance lender and previously served as our CFO | |
 | Finance![[MISSING IMAGE: tm2122690d2-icon_indusminpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_indusminpn.jpg) | | | Industry, Mining, and International Business Experience ●Expertise25 years of experience in capital markets,project and corporate finance in metals and mergers and acquisitions in the mining industry.industries
●Expertise in managing the generation, negotiation, and execution of complex, large-scale transactions.
●Experience building strategic commercial relationships with a broad range of international companies and developing and executing corporate and structured financing arrangements.
| |
| Industry and Mining Experience
More than 30 years of executive experience in the mining industry.![[MISSING IMAGE: tm2122690d2-icon_developn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_developn.jpg) |
| | Business Development and Marketing
Extensive experience Head of our business development activities and leader of mining project finance in corporate development, strategic planning, project development, and marketing of precious metals.banking industry | |
| Industry Association Participation
Past Director of the Gold Institute![[MISSING IMAGE: tm2122690d2-icon_corppn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_corppn.jpg) | | | Risk Management, Sustainability, and World Gold Council; past member of Denver Gold GroupESG Overall management responsibility for our risk management, sustainability, and various trade association committees.ESG programs |
Table of Contents
PROPOSAL 1
Our Continuing Directors
 | 12 | | | ROYAL GOLD, INC. | |
PROPOSAL 1: ELECTION OF DIRECTORS
| | | | | | JAMIE SOKALSKY, 64 Class I Director (Term– term expires 2021) |
2021
President and Chief Executive Officer |
Director since 2004 |
Non-Independent |
Tony Jensen has over thirty-five years of progressive business experience focused in the mining and finance industries, including eighteen years with the Placer Dome group of companies and sixteen years with Royal Gold, Inc.
Mr. Jensen’s background is anchored in operational experience gained in the United States and Chile, where he occupied senior management positions. This operational experience is balanced by corporate administrative, finance, business development, and mergers and acquisition experience in various roles with Royal Gold and Placer Dome in San Francisco, California, Santiago, Chile, and Denver, Colorado.
Mr. Jensen is currently President and Chief Executive Officer of Royal Gold, Inc. but has announced his retirement from his positions as Class I Director and President and Chief Executive Officer effective January 2, 2020. He served as a Director of Golden Star Resources from 2012 to 2017.
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QUALIFICATIONS AND EXPERIENCE
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| Board, Corporate Governance and Industry Association Participation
Previously served as a director of Golden Star Resources Ltd. and member of its audit and corporate responsibility committees, director of the National Mining Association (“NMA”) and a member of the NMA finance committee, director of the World Gold Council and member of the nominations committee and previously Chairman of the compensation committee, prior Chairman and member of the Industrial Advisory Board and current member of the University Advisory Board of the South Dakota School of Mines and Technology.
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| Leadership Experience
Extensive 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.
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| Finance Experience
Current 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.
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| Industry, Mining, and International Business Experience
Active 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.
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 | Geology and Mining Engineering
Experienced mine engineer, operations supervisor, and mine general manager; Bachelor of Science degree in Mining Engineering from South Dakota School of Mines.
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 | Operations
Prior 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.
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| Business Development and Marketing
Extensive experience in corporate development for Royal Gold and Placer Dome.
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| Compensation and Corporate Governance
Previous Chairman of the World Gold Council Compensation Committee and overall responsibility for Royal Gold compensation program.
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18 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
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PROPOSAL 1
 |
Class III Director (Term expires 2020) |
Director since 2014 |
Independent |
Compensation, Nominating and Governance Committee Member |
Mr. McArthur currently serves as a Director on the Boards of Pan American Silver Corp. (Nasdaq: PAAS) and Boart Longyear Limited (ASX: BLY), where he has served as Chairman of the Board since September 1, 2019. Mr. McArthur has over 25 years of progressive experience focused on mining. Mr. McArthur retired from Tahoe Resources Inc. where he served as a Director and its CEO from 2009-2015 and as its Executive Chairman from 2015-2019. Prior to joining Tahoe Resources, Mr. McArthur was the President and CEO of Glamis Gold Ltd. from 1996 until 2006 when it was purchased by Goldcorp Inc., where Mr. MacArthur served as President, CEO, and Director until his retirement in 2008. |
QUALIFICATIONS AND EXPERIENCE
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| Board Service, Compensation and Corporate Governance Experience
Director of Pan American Silver Corp. and Boart Longyear Limited, and a past director of Tahoe Resources, Goldcorp, Glamis Gold, Consolidated Thompson, Cloud Peak and Pembrook. Prior Board assignments included serving as the Chairman of: the Pembrook audit committee, the Pembrook and Consolidated Thompson governance committees, the Cloud Peak health, safety, environment and communities committee and the Consolidated Thompson special committee during an M&A transaction, as well as serving on the Pembrook and Consolidated Thompson compensation committees and the Cloud Peak governance and nominating committees.
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| Leadership Service
Extensive experience as a president and CEO of international mining companies since 1998. He founded and was Executive Chair and a director until 2019, and also served as President and CEO of Tahoe. He served as President, CEO and a director of Goldcorp; President and CEO of Glamis Gold, and as a director of Consolidated Thompson, Cloud Peak and Pembrook.
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| Industry, Mining, and International Business Experience
More than 20 years of CEO experience in the mining business; over 38 years of operational, senior management and executive experience in the mining industry, including mine financing, mine construction and operations, mining engineering and mergers and acquisitions through various roles in projects and the executive management of operations in Chile, Spain, Canada, Mexico, Honduras, Guatemala, Peru, Argentina and Panama.
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| Geology and Mining Engineering
Experience with mine construction and operation, mining engineering, and as a mine general manager. Bachelor of Science degree in Mining Engineering from University of Nevada.
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| Operations
Many years of direct operations experience in Nevada, Alaska, and California. Includes nine years in a variety of mine operations positions and ten years as mine general manager.
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| Business Development and Marketing
Extensive experience in corporate development for Tahoe, Goldcorp and Glamis Gold.
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Table of Contents
PROPOSAL 1
 |
Class I Director
(Term expires 2021) |
| Director since 2015 |
Independent |
Audit and Finance Committee Member |
Audit Committee Financial Expert | |
| | | BACKGROUND | | | CORE COMPETENCIES | |
| | | Mr. Sokalsky has served as the Chairman of Probe Metals, Inc. (TSX-V: PRB) since 2016 and as a Directordirector 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 the Treasurer and Vice President atof Barrick Gold Corporation, (“Barrick”), where he served as Chief Financial Officer from 1999-2012,1999 to 2012 and as CEO, and President, and as a Directordirector from 2012-2014. From 2014-2016,2012 to 2014. Mr. Sokalsky served as a Chairman of the Board of Probe Mines Limited and from 2015-20182014 to 2016 and as a Directordirector of Pengrowth Energy Corporation (NYSE: PGH). From 2017-2018, Mr. Sokalsky served as a Vice President of Angus Ventures Inc. (TSX-V: Gus.P). from 2015 to 2018. |
QUALIFICATIONS AND EXPERIENCE
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 | | | | Board Service and Compensation and Corporate Governance Experience
Member Director, Chair of the boardAudit Committee, and member of directorsthe Governance Committee of Agnico-Eagle, and is Chairman of the boardBoard and compensation committeeCompensation Committee and Nominating and Governance Committee 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.Metals | |
 | | | | Leadership Experience
Over 30 years of senior executive experience in finance, capital markets, corporate strategy, project development, acquisitions, and divestitures, including extensive board, CEO, and CFO experience with international mining organizations and board experience serving as a director for seven public companies, five of which were precious metals mining companies.companies | |
 | | | | International Mining Experience
More than 20 years of experience in international gold mining, encompassing strategy, finance, operations, mergers, acquisitions, and investment.divestitures | |
 | | | | Finance 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.
●Barrick, Chartered Professional Accountant designation.designation
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 | | | | Business Development and Marketing
Extensive experience in corporate development for Barrick.Barrick | |
20 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
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PROPOSAL 1
| | CHRISTOPHER M.T. THOMPSON, 71Industry Association Participation
Prior board member of World Gold Council and International Council on Mining and Metals | |
 | 2021 PROXY STATEMENT | | | 13 | |
PROPOSAL 1: ELECTION OF DIRECTORS
| | | | | | WILLIAM HAYES, 76 Class IIIII Director (Term– term expires 2020) |
2022
Chairman of Board of Directors since 2014
Director since 2014 |
2008
Independent |
Chairman of Audit and Finance Committee Member |
Audit Committee Financial Expert | |
| | | BACKGROUND | | | CORE COMPETENCIES | |
| | | Mr. Thompson hasHayes served as a director of Antofagasta PLC (LON: ANTO) from 2006 to 2019, where he held various positions over time, including Senior Independent Director, Audit Committee Chair, and a member of Jacobs Engineering Group Inc. (NYSE: JEC)the Safety and Sustainability Committee, Compensation Committee, and Nominating and Governance Committee. Mr. Hayes has also served as Chairman of the Board of Tethyan Copper Company since 2012. He2007. Mr. Hayes has over 2530 years of progressive experience in the mining industry.focused on mining. Mr. Thompson also served on the Board of Directors of Teck Resources LimitedHayes retired from 2003-2014 and as the Chairman of Golden Star Resources from 2010-2015. Mr. ThompsonPlacer Dome Inc., where he served as the ChairmanExecutive Vice President for Project Development and CEO of Gold Fields LimitedCorporate Affairs from 1998-20022004 to 2006, Executive Vice President for USA and Latin America from 2000 to 2004, and Executive Vice President for Latin America from 1994 to 2000. Mr. Hayes also worked as its Chairman until 2005.an executive, including Chief Financial Officer, for various mining operations in Latin America since 1988. |
QUALIFICATIONS AND EXPERIENCE
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| | | | Board Service; Safety and Committee Experience
Currently a member of the Audit and Finance Committee and a Director of Royal Gold. Also currently serves as Lead Independent director of Jacobs Engineering and a former member of the Audit and Compensation Committee thereof. Mr. Thompson is also a former member of the Colorado School of Mines Foundation Board of Governors. Sustainability Previously he served as a director and member of the Audit Committee and the Safety and Sustainability Committee at Antofagasta PLC | |
| | | | | Leadership, Finance, and International Business Audit committee financial expert as determined by our Board, prior executive nominating, compensation, auditroles for Placer Dome and reserve committeesExxon Minerals | |
| | | | | Industry Association Participation Previously served as President of Teck Resourcesthe Mining Council in Chile and ChairmanPresident of the Gold Institute in Washington, D.C. | |
| | | | | Mining Previously responsible for six operating mines in Chile and the U.S. and five development projects in the U.S., Chile, Dominican Republic, and Africa | |
| | | | | Business Development and Marketing Extensive experience in project development and corporate affairs | |
| | | | | Executive Compensation and Corporate Governance Previously served as a member of Compensation Committee and Nominating and Governance Committee of Antofagasta PLC | |
PROPOSAL 1: ELECTION OF DIRECTORS
| | | | | | FABIANA CHUBBS, 56 Class III Director – term expires 2023
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 2007 and led treasury and risk management functions until accepting the auditChief 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 public mining and compensation committeestechnology companies. Ms. Chubbs started her career in her native Argentina, with experience divided between PwC Argentina and IBM. Ms. Chubbs holds dual degrees from the University of Golden Star,Buenos Aires, including a Certified Public Accountant bachelor’s degree and hea Bachelor of Business Administration degree. She is a Chartered Public Accountant in Canada. | | | | | | Board Service; Risk Management and Corporate Governance Chair of the Audit Committee and Risk and Vice Chair of the Governance, Nomination, Compensation, and Leadership Committee of Lithium Americas | |
| | | | | Leadership Executive experience at an international mining organization | |
| | | | | International Mining Previous executive at a Canadian gold mining company with international mining operations | |
| | | | | Finance Audit committee financial expert as determined by our Board, extensive finance experience as CFO of Eldorado and Senior 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 Directors | |
| | 2021 PROXY STATEMENT | | | 15 | |
PROPOSAL 1: ELECTION OF DIRECTORS
| | | | | | KEVIN McARTHUR, 66 Class III Director – term expires 2023
Director since 2014
Independent
Compensation, Nominating, and Governance Committee Member | |
| | | BACKGROUND | | | CORE COMPETENCIES | |
| | | Mr. McArthur has served as Chairman of the Board of Boart Longyear Limited (ASX: BLY) since 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 FieldsLtd. 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. | | | | | | Board Service; Safety, Environment, Executive Compensation, and Corporate Governance Chairman of Boart Longyear Limited, past director of Pan American Silver Corp, Tahoe Resources, Goldcorp, Glamis Gold, Consolidated Thompson Iron Mines Limited, Cloud Peak Energy Inc., and wasPembrook Mining Corp, prior service as Chairman of the World Gold Council.following committees: Pembrook Audit Committee, Pembrook and Consolidated Thompson Governance Committees, Cloud Peak Health, Safety, Environment, and Communities Committee, and Consolidated Thompson Special Committee during an M&A transaction, prior member of Pembrook and Consolidated Thompson Compensation Committees and Cloud Peak Governance and Nominating Committees | |
| 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.![[MISSING IMAGE: tm2122690d2-icon_leaderpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_leaderpn.jpg) |
| | International Mining Experience
More than 40 years’ experience in international gold-producing operations, gold mining investment and venture capital.
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| Finance Experience
Leadership
●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; founderas president and CEO of Castle Group which managed three venture capital funds that employed various structures, including royalties, to finance developmentinternational mining companies since 1998, founder, former Executive Chair, President, and CEO of new gold mines.Tahoe Resources, former President, CEO, and director of Goldcorp, former President and CEO of Glamis Gold, and former director of Consolidated Thompson, Cloud Peak, and Pembrook
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| | | | Industry, Mining, and Geology More than 20 years of CEO experience in the mining business and over 40 years of operational, senior management, and executive experience in the mining industry, including mine financing, mine construction, mine operations, mining engineering, and geology, Bachelor of Science degree in Mining Engineering from University of Nevada | |
| | | | | Finance and International Business Experience as a mine general manager, experience with mergers and acquisitions through various roles in projects, and the executive management of operations in Chile, Spain, Canada, Mexico, Honduras, Guatemala, Peru, Argentina, and Panama | |
| | | | | Business Operations Many years of direct operations experience in Nevada, Alaska, and California, including 9 years in a variety of mine operations positions and 10 years as mine general manager | |
| | | | | Business Development and Marketing
Extensive experience in corporate development for Gold Fields, Castle GroupTahoe Resources, Goldcorp, and numerous board positions.Glamis Gold |
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PROPOSAL 1
PROPOSAL 1: ELECTION OF DIRECTORS
| | | | | | RONALD VANCE, 69 Class II Director – term expires 2022
Director since 2013
Independent
Chairman of Compensation, Nominating, and Governance Committee | |
| | | BACKGROUND | | | CORE COMPETENCIES | |
| | | Mr. Vance served as Chairman of the Board of Southern Peaks Mining L.P. in 2018. Mr. Vance has over 40 years of experience in mining and corporate 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 Rothschild (Denver) Inc. from 1991 to 2000 and as Managing Director/Senior Advisor of Rothschild Inc. from 2000 to 2005. | | | | | | Finance and International Business Expertise in capital markets, finance, mergers, and acquisitions in the mining industry, expertise in managing the generation, negotiation, and execution of complex, large-scale transactions, experience building strategic commercial relationships with a broad range of international companies and developing and executing corporate and structured financing arrangements | |
| | | | | Industry and Mining More than 30 years of executive experience in the mining industry | |
| | | | | Business Development and Marketing Extensive experience in corporate development, strategic planning, project development, and marketing of precious metals | |
| | | | | Executive Compensation, Corporate Governance, and ESG Chairman of our CNG Committee since 2017 | |
| | | | | Industry Association Participation Past director of the Gold Institute and World Gold Council and past member of Denver Gold Group and various trade association committees | |
| | 2021 PROXY STATEMENT | | | 17 | |
PROPOSAL 1: ELECTION OF DIRECTORS
| | | | | | SYBIL VEENMAN, 58 Class III Director (Term– term expires 2020) |
2023
Director since 2017 |
Independent |
Compensation, Nominating, and Governance Committee Member | |
| | | BACKGROUND | | | CORE COMPETENCIES | |
| | | Ms. Veenman has served as a Directordirector of Major Drilling Group International Inc. (TSX: MDI) since December 2019 and NexGen Energy Ltd. (NYSE: NXE) since August 2018;2018. Ms. Veenman previously served as a director of IAMGOLD Corporation (NYSE: AG) since 2015;IAG) from 2015 to May 2021 and Noront Resources Ltd. (TSX-V: NOT) since 2015.from 2015 to February 2020. Ms. Veenman has over 25 years of progressive experience in the mining industry. SheMost recently, she served in various officer positions at Barrick Gold Corporation from 1994 to 20102014, including Senior Vice President and as General Counsel and a member of the Executive Leadership Teamexecutive leadership team from 2010 to 2014. | | | | | | Board Service Independent director of Barrick from 2010-2014. |
QUALIFICATIONS AND EXPERIENCE
|
| Board Service
Currently a member of the CNG CommitteeMajor Drilling Group International Inc. and a Director of Royal Gold. Independent Director of IAMGOLD, NexGen Energy Ltd, prior director of IAMGOLD Corporation and Noront Resources Ltd.
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 | | | | Corporate Governance,
Chair Safety, and Environment Member of the Compensation Committee and Nominating and Corporate Governance Committee of NexGen Energy, chair of the Corporate Governance and Nominating Committee and member of the Human Resources and Compensation Committee of Major Drilling Group, prior member of the Audit and Finance Committee and the Safety, Environment, and Reserves Committee of IAMGOLD, andprior Chair of Compensation, Governance, and Nominating Committee of Noront; member of the Compensation Committee and Governance Committee of NexGen Energy;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 | |
| | | | Industry, Mining, and International Experience
More than 20 years of experience with international gold mining company with large portfolio of operating mines, development projects, and exploration properties across five continents.continents | |
| | | | Leadership Experience
Served as Previous member of Executive Leadership Teamexecutive leadership team of Barrick;Barrick, General Counsel of Barrick, heading global legal department comprised of approximately 35 lawyers in 11 countries.countries | |
 | | | | Legal, Risk, and Compliance
Previously Previous General Counsel of Barrick, heading global legal department with responsibility for managing overall legal affairs of the company including: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 Industry
Over 20![[MISSING IMAGE: tm2122690d2-icon_esgpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-icon_esgpn.jpg) | | | Compensation and ESG Many years of experience with major international mining company.compensation, sustainability, and ESG matters as previous General Counsel of Barrick and a member of several board committees | |
22 | 18 | | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT | |
Table of Contents
PROPOSAL 11: ELECTION OF DIRECTORSDirector Independence
The Board of Directors determined that each Director, except for Mr. Jensen, who has served as the President and CEO of the Company since 2006, 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.
DIRECTOR INDEPENDENCE
The Board’s Role | Our Board has determined that each of our directors, other than Mr. Heissenbuttel, is independent under the rules of the Securities and ResponsibilitiesExchange Commission (“SEC”) and the listing standards of the Nasdaq Stock Exchange (“Nasdaq”). Our Board has also determined that none of our independent directors has any relationship with us that would interfere with the exercise of their independent judgment in carrying out their responsibilities as a director. | | | | |
The
THE BOARD’S ROLE AND
RESPONSIBILITIES
Our Board is elected by stockholders to oversee management and assure that stockholders’ long-term interests are being served. A significant portion of
theour Board’s oversight responsibility is carried out through its standing
Committees,committees: the AF Committee and the CNG 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 | |
PROPOSAL 1: ELECTION OF DIRECTORS
BOARD OVERSIGHT OF RISK MANAGEMENT
Our Board
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. Every memberorganization, including any changes to the business needed to address these risks. We have established an enterprise risk management program that is designed to identify, define, manage, and mitigate risks as appropriate. Management is responsible for supervising day-to-day risk management and regularly reports to the Board and its committees on risk management matters. The Board reviews the adequacy of the Boardenterprise risk management program and recommends appropriate changes to the program to management. Each of our directors has experience with risk management at the enterprise level. The Board also oversees a robust enterprise risk management program designed to identify, define, manage and, when necessary, mitigate risks confronting the Company. The Board of Directors relies on members of management to supervise day-to-day risk management. Management reports directly to the Board and certain Board Committees on such matters, as appropriate.
![[MISSING IMAGE: tm2122690d2-org_boarddiv2pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d2-org_boarddiv2pn.jpg)
PROPOSAL 1: ELECTION OF DIRECTORS
PROCESS FOR SELECTING DIRECTORS
| | BOARD OF DIRECTORS
Our Board and each Committee oversees various aspects of enterprise risk![[MISSING IMAGE: tm2122690d3-icon_1pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-122515/tm2122690d3-icon_1pn.jpg) | �� | | Succession Planning | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | |
AUDIT AND FINANCE COMMITTEE
●Integrity of Financial Statements and Internal Controls
●Audit and Accounting Risk
●Cybersecurity Risk
●Compliance Risk
●Capital Structure
| | COMPENSATION, NOMINATING &
GOVERNANCE COMMITTEE
●Regulatory Risks; Governance Guidelines
●Board Organization, Membership and Structure Risk
●Governance Risk
●Management and Director Succession
●Executive Compensation Program Risk
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| | | | | | | | | | | | | |
| | | | | | | | | | | |
| MANAGEMENT
Our Enterprise Risk Management Program is administered, reviewed, and updated by
management on an ongoing basis, and reviewed by the Board of Directors quarterly
| |
Table of Contents
PROPOSAL 1
Board Succession, Recruitment, Nomination, and Election
1
| Succession Planning
| | The CNG Committee considers the current and long-term needs of our evolving business and seeks potential Directordirector candidates in light ofbased on our emerging needs and current Board structure, tenure, skills, diversity, and experience. | |
2
|
| | | Identify Qualified and Diverse Candidates | |
| | | | | The CNG Committee identifies a pool of qualified and diverse Directordirector candidates through a robust search process, which may include an independent search firm, and assesses candidates’ skills, experience and background. Among other qualifications,firm. In accordance with our Diversity Policy, the CNG Committee considers:includes diverse individuals in any director search. Specifically, when identifying new director candidates, the CNG Committee requires that the initial list of candidates, whether generated internally or by a search firm, include qualified candidates of gender, as well as racial and ethnic, diversity. In addition, the CNG Committee considers the following qualifications, among others: | |
| | | | | ●•
Experience in mining and mine finance ●•Diversity
Independence ●•
Integrity and perspective ●•
Broad business judgment and leadership skills | | | ●•
Areas of expertise ●•
Skills that may fill gaps on the Board •
Personal qualities and reputation in the business community ●•
Ability and willingness to commit adequate time to Board and Committeecommittee duties | |
3
| | | | 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. | |
| | | | | In-depth Review and Interview Process | |
| | Potential
| | | Director candidates are interviewed by the Chairman, President and CEO, and members of the CNG Committee.Committee, the Chairman of our Board, and our President and CEO. | |
4
|
| | | Decision and Nomination | |
| | | | | The CNG Committee recommends, and the full Board selects,approves, nominees thatwho are best qualified to serve the interests of the CompanyRoyal Gold and its stockholders. | |
5
| Election
| | If
| Election | |
| | | | | Director nominees are approved by the Board,presented to stockholders consider the nominees for election to the Board. In most cases, Directors servea three-year terms.term. | |
| | | Results | | |
Results
| | Significant Refresh Among Independent Directors – Five newof our six current independent directors were appointedjoined the Board in the past sixeight years, including: two financial experts, three former CEO’s, oneincluding Fabiana Chubbs who joined in fiscal year 2021. New Management Director – After a thorough search process, our Board appointed Mr. Heissenbuttel to serve as our President and CEO and a Class I director effective January 2020. Our Board has nominated Mr. Heissenbuttel to stand for election as Class I director at our 2021 annual meeting. | | |
| | 2021 PROXY STATEMENT | | | 21 | |
PROPOSAL 1: ELECTION OF DIRECTORS
COMMITMENT TO SOCIAL RESPONSIBILITY
| | | | | We believe responsible mining engineer, and one legal expert. Onebusiness 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 new independent directors is female. |
Conditional Resignation Policies
Under 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 meeting of the 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 majority of the disinterested Directors has discretion whether to accept or reject the Director’s resignation.
Under the Company’s Board of Directors’ Governance Guidelines, any Director reaching the age of 72 must submit a written offer of resignation. A majority of the disinterested Directors has discretion to accept or reject such offers of resignation, which will be considered annually for so long as the affected Director remains in office. During fiscal year 2019, the offer of resignation previously submitted by Mr. Hayes was reviewed but was not accepted by the disinterested Directors.
Under the Company’s Code of Business Conduct and Ethics, any Director who experiences a change in his or her principal occupation must submit a written offer of resignation. A majority of thedisinterested Directors has discretion to accept or reject such offers of resignation. During fiscal year 2019, Mr. McArthur submitted a written offer to resign as a Director upon his resignation as Executive Chair of Tahoe Resources Inc. following the merger of Tahoe and Pan American Silver Corp. The disinterested Directors rejected Mr. McArthur’s offer.
Management Succession Planning
One of the 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 engaged 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. In addition, the Board regularly reviews and discusses succession plans for both the Board and senior management, including the President and CEO. 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.
24host countries and the indigenous and local communities where we invest. | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
Table of Contents
PROPOSAL 1
The Board’s practice is to prepare for planned or unplanned changesAs a passive investor in leadership in order to ensure the long-term continuity and stability of the Company. At any point in time, the Board has well-considered options available to respond to unexpected vacancies in the President and CEO position as well as the other senior leadership positions.
On May 1, 2019, the Company announced Mr. Jensen’s intent to retire from the Company before March 31, 2020. The Board has long planned for Mr. Jensen’s eventual retirement from Royal Gold. During fiscal year 2019, the CNG Committee considered several qualified, major recruiting firms and engaged Russell Reynolds Associates (“RRA”) to conduct the search for Mr. Jensen’s successor. The CNG Committee worked with the Board and RRA to develop a detailed job specification after considering the skills, experience, and expertise that successful candidates should possess. Coincident with the public announcement of Mr. Jensen’s intended retirement, the CNG Committee authorized RRA to commence the search from among a comprehensive list of diverse external and internal candidates developed by the Board, the CNG Committee and RRA. Since then, the CNG Committee met frequently, both telephonically and in person, to discuss potential candidates and to refine the candidate list until a small number were selected for in-person interviews with the CNG Committee. Ultimately, the candidate recommended by the CNG Committee, William Heissenbuttel, currently our Chief Financial Officer and Vice President Strategy, was interviewed by the remaining Board members. After considering all of Mr. Heissenbuttel’s experience and qualifications in light of the Company’s perceived needs, the Board accepted the CNG Committee’s recommendation and appointed Mr. Heissenbuttel to succeed Mr. Jensen as President and Chief Executive Officer, and as a Class I Director, when Mr. Jensen resigns from those positions effective January 2, 2020. Mr. Heissenbuttel will serve as a Class I Director for a term ending in November 2021.
Commitment to Corporate Social Responsibility
Royal Gold acquires metals streams, royalties and similar passive interests in mineral production, primarily by providing financing to third party developers and operators of mining projects. Except for our activities at the Peak Gold project in Alaska,projects, we do not conduct exploration, development or mining operations, and our stream and royalty agreements do not allow ushave direct influence or control over our operators’ decision-making andoperators or operations at the properties in which we’re invested. Moreover,we invest. In addition, with fewer than 25 professional and administrative30 employees across four offices in three countries, Royal Gold’sour direct environmental and social footprint is modest.
Nonetheless, through our Environmental, Social Responsibility However, as a key financing alternative for mining projects throughout the world, we believe in instilling the principle of social responsibility and Governance Policy, we acknowledge concerns related to climate change, sustainability and other environmental, social and governance (ESG) issues, particularly as those concerns may be influenced by the mining industry.
We believe responsible mining and business practices can create sustainable value for all stakeholders. Guided by this core principle, we are committed to good governance, environmental stewardship promoting human rights (including children’s rights) and fair labor practices, safeguarding the wellbeing ofin our own employees, and respecting the cultures and values of the host countries and the indigenous and local communities wherebusiness interactions when we invest.
As a member of the World Gold Council, we fully endorse the new Responsible Gold Mining Principles (RGMPs), which promote sustainable gold mining. We also support the International Council on Metal & Mining (ICMM) 10 Principles for sustainable development across the mining and metals industries generally,can, as well as the London Bullion Market Association’s “Responsible Sourcing” program designed to combat money laundering, terrorist financing and human rights abuses in global metals markets.
These are not merely aspirational standards. Royal Gold considers management of ESG risks and commitment to sustainability as cornerstone responsibilities for well-managed mining projects. We recognize that while our influence over our operators’ mining projects is limited, our stream and royalty portfolio is indirectly exposed to the ESG risks associated with those operations. We manage our exposure to these risks by:
summarized below:● | seekingESG 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 whothat maintain appropriate focus on ESG risks at their operations;operations. | |
● | conductingDue Diligence
| | | During our review of new investment opportunities, we conduct considerable due diligence, including review of operators’ commitmentcommitments to the above principles, during our review of new investment opportunities;ESG principles. | |
● | seeking, where possible,Contractual Safeguards
| | | We seek to mitigate ESG risk to our investments through negotiation of appropriate contractual safeguards; andsafeguards when possible. | |
● | after making a new investment, monitoring the operator’sOngoing Monitoring
| | | We monitor operators’ management of ESG risks on an ongoing basis and, where necessary, enforcingappropriate, enforce our contractual rights. | |
| | Host Community Commitment | | | We actively seek opportunities to advance sustainability initiatives with the goal of allowing communities to thrive during and following mining operations. During fiscal year 2021, we partnered with the Pueblo Viejo Joint Venture and Project C.U.R.E. to fund the delivery of donated medical supplies and equipment to five hospitals within the host communities of the Pueblo Viejo mine. We also entered into a 5-year, $750,000 commitment to support Golden Star Oil Palm Plantation Ltd., an award-winning social enterprise project founded by Golden Star in Ghana. This organization partners with traditional community authorities and farmers in the area around the Wassa mine to develop oil palm plantations without deforestation and provides income for over 700 farmers and part-time contractors. Our contribution is expected to be used to expand the organization’s operations around Wassa and thereby promote sustainable agribusiness. Many of our other operators also actively and positively impact the communities where they mine. We encourage their efforts and often make our own financial contributions in support of their programs. For example, as part of our recent stream agreement relating to the NX Gold Mine in Brazil, we agreed to contribute $5 per ounce of gold delivered under the agreement towards the operator’s ESG commitments around the mine. | |
Operators responsible
PROPOSAL 1: ELECTION OF DIRECTORS
| | 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 | | | We are committed to the well-being of all our employees. Our People Policy promotes a safe and healthy workplace and requires strict adherence to legal and ethical standards in our business practices. For each of the past five years, we have recorded a total recordable injury frequency rate of zero for our employees. We also value the organizational strength that comes from a talented and diverse workforce. We are committed to an inclusive work environment where individuals are treated with fairness and respect and are given equal opportunity to develop and advance without regard to age, race, sex, gender identity or characteristics, color, religion, national origin, disability, sexual orientation, marital status, military status, pregnancy, genetic information, or any other status protected by law. | |
| | Diversity Policy | | | The success of our business depends heavily on the quality and skills of our people. The wide array of perspectives and experiences that are derived from a diverse Board and workforce enhances creativity, productivity, and overall organizational strength. We maintain a Diversity Policy that encourages diversity across the organization. Under our Diversity Policy, the CNG Committee includes diverse individuals in any new director search. Specifically, when identifying new director candidates, the CNG Committee requires that the initial list of candidates, whether generated internally or by a search firm, include qualified candidates of gender, as well as racial and ethnic, diversity. | |
| | 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. | |
CONDITIONAL RESIGNATION POLICIES
MAJORITY VOTE
Under our 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
generating more than 95% of our 2019 fiscal year revenue also endorse the RGMPselection and the
ICMM 10 Principles and/or subscribe to other international charters respecting ESG issues, includingBoard accepts the
United Nations Global Compact,resignation. If a nominee does not receive a majority of the
Global Reporting Institute Standards,votes cast, the
IFC Performance Standards on Social and Environmental Sustainability, and the Extractive Industries Transparency Initiative.Many of our operators also actively and positively impact the communities where they mine. We encourage their efforts and oftenCNG Committee will make our own financial contributions in support of their programs. In 2019, we joined with Alamos Gold Inc. to fund a medical clinic and a scholarship program that provide needed healthcare and educational opportunitiesrecommendation to the communitiesBoard whether to accept or reject the resignation or whether some other action should be taken.
AGE
We do not impose a mandatory retirement age for directors. However, under our Governance Guidelines, a director who has reached the age of 72 must submit an annual letter of resignation. The resignation will become effective only if accepted by a majority of the disinterested directors. During 2021, Mr. Hayes tendered a conditional resignation
| | 2021 PROXY STATEMENT | | | 23 | |
PROPOSAL 1: ELECTION OF DIRECTORS
letter based on this policy. Taking into account the recommendation of the CNG Committee and having considered Mr. Hayes’ skills, experience, areas of expertise, leadership, and other attributes, the disinterested directors chose not to accept his resignation.
We do not impose term limits, as we believe they could result in proximity to the Mulatos mine locateda potential loss of contributions by directors who have developed increasing insight into our business and operations.
JOB CHANGE
Any director who retires from their job or substantially changes their principal occupation or business association must submit a letter of resignation in
Sonora, Mexico.
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PROPOSAL 1
At our Peak Gold project, we continue workingaccordance with our joint venture partner to supportGovernance Guidelines. The resignation will become effective only if accepted by a majority of the local Tetlin native community by funding social, cultural and other initiatives, administering secondary and post-secondary educational programs, and providing other development opportunities to Tetlin village residents.
Royal Gold’s success also depends heavily on the quality, commitment and welfare of our own employees. Our policies promote a safe and healthy workplace and require strict adherence to legal and ethical standards in our business practices. We also value the organizational strength that comes from a talented and diverse workforce. Through our Diversity Policy, Royal Gold is committed to an inclusive work environment where individuals are treated with fairness and respect and are given equal opportunity to develop and advance without regard to age, race, gender, color, religion, national origin, disability, sexual orientation, marital status, military status, and genetic characteristics.
Royal Gold’s commitment to community carries beyond our offices. A number of our current and former directors, officers and employees are active in or otherwise support educational institutions and non-profit organizations furthering such causes as promotion of community health, elimination of food insecurity and protection of at-risk children. We support these efforts by giving all employees two full days of paid leave in order to serve non-profit organizations of their choosing.
Stockholder Engagement
disinterested directors.
MANAGEMENT SUCCESSION PLANNING
We are committed to creating long-term value forensuring that we are continually developing leadership talent within the organization, and our stockholders. To ensure we alignBoard is actively engaged in talent management. The Board regularly reviews and discusses our leadership pipeline and succession plans with their interests, wea focus on executive positions. High-potential leaders are given exposure and visibility to directors through meeting presentations and informal events.
STOCKHOLDER ENGAGEMENT
We proactively engage with
many of our activesignificant stockholders throughout the year.
Consistent with prior years, in 2019Our stockholder engagement is focused on dialogue, transparency, and responsiveness. In 2021, we engaged
on a variety of topics with most of our largest
shareholders whostockholders that actively manage their
portfolios on a varietyportfolios. Topics of
topics, includingengagement included our financial performance,
investment portfolio, corporate strategy, competitive environment, capital allocation,
and succession
planning, and details of our portfolio of investments.planning. Various members of our management team including our President & Chief Executive Officer, Chief Financial Officer and Vice President of Strategy, Vice President of Operations, and Vice President of Business Development typically participate in these dialogues with our stockholders. Every quarter, ourat times. In 2021, we also held a virtual investor update in which various members of the senior management team reportsprovided 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 regarding our stockholders, paston stockholder engagement and upcoming meetings, and the feedback received so that this information may be incorporated in the Company’s processes and strategies.
Communication with Directors
The Board of Directors has endorsed the following process for managingfeedback.
COMMUNICATION WITH DIRECTORS
| | 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. | | | | |
Our Corporate Secretary reviews communications from our stockholders. Any stockholder wanting to contact our Board of Directors may do so by writing to the Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202, or by emailing the Secretary at corporatesecretary@royalgold.com. Any such communication should state the number of shares beneficially owned by the stockholder making the communication. The Secretary will forward communicationsBoard. Communications relating to accounting, auditing, or fraud are forwarded to the Chairman of theour AF Committee, and any other communications addressing a legitimate business issue are forwarded to other members of theour Board of Directors as appropriate.
Board Structure | 24 | | | ROYAL GOLD, INC. | |
The
PROPOSAL 1: ELECTION OF DIRECTORS
BOARD STRUCTURE
Our Board
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 is an independent director and has served as Chairman of the Board since May 2014, as Chairman of the AF Committee since November 2013, and as a Director of the Company since January 2008. If thenonexecutive Chairman is
not independent,currently the most appropriate structure. In the Board’s
Governance Guidelines require the independent directors to appoint a Lead Independent Director.The Board believesview, its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the Independent Directors.
26 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
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PROPOSAL 1
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.
COMMITTEES OF THE BOARD
Our Board
The has two standing committees: Audit and Finance Committee (“AF Committee”) and Compensation, Nominating, and Governance Committee and the (“CNG Committee are eachCommittee”). Each committee is governed by comprehensive charters describing the duties, obligations and responsibilities of each Committee. The charters area written charter that is reviewed annually and updated whenas appropriate for evolvingto reflect best practices enhanced risk management, and regulatory developments. In addition, each Committeeor business changes. Each committee also reviews annually its own compliance with its own charter on an annual basis. The charter for eachcharter. Committee ischarters are available on the Company’sour website at www.royalgold.com under “Responsibility & Governance – Governance – Committees.“ESG — ESG Document Library.”
| | AUDIT AND FINANCE COMMITTEE (“AF COMMITTEE”) | |
The AF Committee is a standing Committee of the Board of Directors, consisting of the following persons: |
|
 William M. Hayes,
Chairman
Jamie C. Sokalsky Fabiana
Christopher M.T. ThompsonChubbs | | | COMMITTEE HIGHLIGHTS:MEMBERS AND HIGHLIGHTS ●•The
AF Committee held sevenfour meetings duringin fiscal year 2019.2021 ●•
All members are Independentindependent under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended.SEC rules ●•
All members are considered “Audit Committee Financial Experts” as defined in Item 407(d) of Regulation S-K.audit committee financial experts under SEC rules ●•
All members satisfy the Nasdaq financial literacy and sophistication requirements.requirements | | | | KEY RESPONSIBILITIES ●•
Oversees the integrity of our financial statements The Audit•
Oversees compliance with legal and Finance Committee Charter is available onregulatory requirements and corporate policies •
Appoints, retains, and oversees the Company’s website at www.royalgold.com under “Responsibility & Governance – Governance – Committees.”independent registered public accountant and evaluates its qualifications, performance, and independence •
Approves auditing services and any non-audit services to be rendered by the independent registered public accountant •
Monitors the internal audit process and critical accounting policies •
Reviews the adequacy of financial and operating controls •
Oversees our financial strategy, capital structure, and liquidity position •
Oversees our cybersecurity program •
Reviews and approves related-person transactions |
| |
ROLES AND RESPONSIBILITIES
| | 2021 PROXY STATEMENT | | | 25 | |
PROPOSAL 1: ELECTION OF DIRECTORSThe 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 (“Independent Accountants”), review reports of the Independent 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 Accountants. The AF Committee monitors the effectiveness of the audit process 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 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 transactions involving 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 the security 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 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.
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PROPOSAL 1
COMPENSATION, NOMINATING, AND GOVERNANCE COMMITTEE (“CNG COMMITTEE”) | |
The CNG Committee is a standing Committee of the Board of Directors consisting of the following persons: |
|
 Ronald J. Vance,
Chairman Kevin
C. Kevin McArthur Sybil
Sybil E. Veenman | | | COMMITTEE HIGHLIGHTS:MEMBERS AND HIGHLIGHTS ●•Following review of a comprehensive list of external and internal candidates, the CNG committee selected a highly qualified successor to our retiring CEO.
●The CNG Committee held five meetings duringin fiscal year 2019 and took action by unanimous written consent twice.2021
●•
All members are considered a “non-employee Director” as defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended. ●All members are Independentindependent under Nasdaq listing standards.and SEC rules, including the enhanced independence rules applicable to compensation committee members
| | | | KEY RESPONSIBILITIES ●•
Oversees our compensation strategy The CNG Committee Charter is available•
Reviews and approves the compensation to be paid to executives •
Recommends to the Board compensation to be paid to our nonemployee directors •
Administers our equity incentive plan •
Oversees the preparation of our compensation disclosures •
Identifies and recommends to the Board director nominees •
Advises the Board on the Company’s web site at www.royalgold.com under “Responsibility & Governance – Governance – Committees.”corporate governance matters •
Reviews our corporate governance policies •
Oversees sustainability and ESG initiatives •
Has authority to retain an independent compensation consultant |
| |
ROLESBOARD PRACTICES, PROCESSES, 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 full
POLICIES
MEETINGS AND ATTENDANCE
Our Board
reviews 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, through search firms and industry connections, individuals proposed to become members of the Board of Directors and recommends Director nominees. The CNG Committee’s Charter and the Company’s Diversity Policy each direct the CNG Committee to include diverse individuals in any Director search. In selecting Director nominees, the CNG Committee assesses the nominee’s independence and considers his or her experience and areas of expertise, including experience in the mining industry, as well as integrity, perspective, broad business judgment and leadership skills, personal qualities, reputation in the business community, and the nominee’s 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 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 Secretary of the Company in accordance with the advance notice and other provisions of the Company’s Bylaws.
The CNG Committee also advises the Board of Directors regularly on various corporate governance matters and principles, including regulatory actions impacting the Company. On an annual basis, the CNG Committee reviews the content of and compliance with the Company’s Board of Directors Governance Guidelines, the CNG Committee Charter, other corporate governance policies and guidelines, and various guidelines and requirements established by the Securities and Exchange Commission (“SEC”), Nasdaq and applicable laws and regulations.
28 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
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PROPOSAL 1
Board Practices, Processes and Policies |
Meetings and Attendance
During theduring fiscal year ended June 30, 2019 (“fiscal year 2019”), the Board of Directors held four regular meetings, all of which included executive sessions of the Independent Directors, four special meetings, and took action three times by unanimous written consent. A Special Committee of the Board consisting of three members, Ms. Veenman and Messrs. Hayes and McArthur, held four meetings.2021. Each Directordirector attended 75% or more of the meetings of the Board of Directors and the Committeecommittee on which he or she served. In fact, as a group, the Directors attended 98% of the aggregate number of meetings of the Board and the Committees on which they 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 Sessions
The Independent Directorsvirtual annual stockholders’ meeting.
EXECUTIVE SESSIONS
Our independent and nonemployee directors meet
regularly in executive sessions. Each of the AF Committee and CNG Committee also meets regularly in executive sessions. Executive sessions are generally scheduled immediately before or after each regular
Board of Directors meeting.
The standing Committees also meet regularly in executive sessions, generally scheduled immediately after each regular Committee meeting.Board and Committee Assessments
The
PROPOSAL 1: ELECTION OF DIRECTORS
BOARD AND COMMITTEE ASSESSMENTS
Our Board considers a thorough and constructive assessment process to be critical in properly assessing Board and Committeecommittee effectiveness. EveryEach year, the CNG Committee oversees assessments of the Board and each Committeecommittee concerning their structure, role, responsibilities, and performance.
1 | Review
Annual | | | Annual Review | |
| | | | | The CNG Committee oversees thean annual self-assessment of Board and Committeecommittee performance and effectiveness.The assessment is conducted through an independent web-based platform, with all responses submitted confidentially to encourage full and candid responses.
| |
2 | Board
Assessment | | | Board Assessment | |
| | | | | Our BoardBoard’s self-assessment process focuses on numerous aspects of corporate governance and performance of the Board’s duties and responsibilities, including, among other thingsfor example, the Board’s culture and interactions with management; the structure, size, competencies, and experience of the Board and its Committees;committees; the Board’s effectiveness in guiding the Company’s strategic direction; succession planning; and the adequacy of agendas, time allotments, and information provided to Directors.directors. Our Board may also identify skill gaps and prioritizes skills that need to be added during its nomination process. | |
3 | Committee
Assessment | | On an annual basis, each
| Committee member also completes a confidential assessment ofAssessment | |
| | | | | Simultaneously with the Board’s self-assessment, committee members assess the performance and effectiveness of his or her Committee.the committee on which they serve. | |
4 | Outcome | | During
Outcome Our Board has determined the Board and its committees operated effectively during fiscal 2019, the full Board of Directors and each Committee were determined to be operating effectively. |
5 | Follow-Up | | year 2021. Follow Up The CNG Committee usestakes into account the assessment results, and in particular the assessment of thedirectors’ skills and qualifications, of the Directors, when recommending directors for nomination and election at the Annual Meeting of Stockholders.director nominees to stockholders. Policies and practices of the Board may be updated as a result of review and evaluation ofbased on the assessment results. Director suggestions for improvements to the questionnaires and assessment process are incorporated on an ongoing basis. | | |
Director On-Boarding and Continuing Education
The Company conducts
DIRECTOR ONBOARDING AND CONTINUING EDUCATION
We conduct a comprehensive on-boardingonboarding program with all incoming directors 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.
Directors receive information to assist in the performance of their duties as directors and
its governance policies and practices.Directors receivecommittee members, as applicable, including quarterly updates concerning legal, regulatory, accounting, tax, finance, compliance, and governance developments and trends, as well as in-depth annual topical presentations prepared internally or externally on matters of concern to public company directors. In 2019, our Directors participated in a comprehensive session led by an external consultant regarding the development and oversight of enterprise risk management programs and processes. The Company offers reimbursementdevelopments. We reimburse directors for attendance at external director education programs, includes directorsmembership in its National
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PROPOSAL 1
Association of Corporate Directors membership,director organizations, and provides subscriptions to various publications concerning corporate law, governance and other relevant matters. In 2019, these external resources provided training on trends in corporate governance as well as best practices for succession planning.
| | 2021 PROXY STATEMENT | | | 27 | |
PROPOSAL 1: ELECTION OF DIRECTORS
BOARD GOVERNANCE GUIDELINES
Our Board
Governance GuidelinesThe Board of Directorshas adopted the Board of Directors’ Governance Guidelines (the “Governance Guidelines”)as a 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 Governance Guidelines are reviewed on a yearly basisannually and updated whenas appropriate for evolving best practices and regulatory developments. Compliance with the Governance Guidelines is also reviewed annually. The Board of Directors Governance Guidelines are available on the Company’sour website at www.royalgold.com under “Responsibility & Governance – Governance – Governance Guidelines.“ESG — ESG Document Library.”
Code of Business Conduct and Ethics
The Company has long had in place a
CODE OF BUSINESS CONDUCT AND ETHICS
Our Code of Business Conduct and Ethics (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 annually 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 “Responsibility& Governance – Responsibility.“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.
RELATED-PERSON TRANSACTIONS
In accordance with its charter, the
Code.Certain Relationships and Related Transactions
The 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, Directors,Related persons include, for example, directors, executives, greater than 5% beneficial owners, and their family members and entities in which any of these individuals has a substantial ownership interest or control.associated entities. In determining whethertowhether 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 2019.
Anti-Hedging and Anti-Pledging
To ensure alignment between the interest of our personnel and stockholders, the Royal Gold Statement of Company Policy Regarding2021.
ANTI-HEDGING AND ANTI-PLEDGING POLICIES
Our Insider Trading (the “Trading Policy”) precludes Directors,Policy prohibits directors, officers, and key employees from hedging against their investments in our stock. This helps to ensure alignment between the Company’s common stock.interest of management and our stockholders generally. Specifically, the Trading Policypolicy prohibits any Company director, officer, or employee from engaging in any of the following activities related to any security of Royal Gold securities, including its commonsecurities held directly or indirectly by the individual and equity awards received from us as compensation:
•
trading in our securities on a short-term basis; our policy provides that stock purchased on the open market should generally be held for a minimum of six months and ideally longer
•
purchasing or holding our securities on margin
•
short selling our securities
•
buying or selling put or call options or other derivative securities relating to our stock
•
engaging in hedging or monetization transactions, such as collars, equity swaps, prepaid variable forwards, and exchange funds with respect to our securities
•
participating in investment clubs that invest in our securities
•
placing open orders of longer than three business days or ending after a trading window has closed other than pursuant to a qualified trading plan
•
pledging our securities as security for common stock, stock appreciation rights, restricted stock, restricted stock units, and any other securities the Company may issue:● | trading in Company securities on a short-term basis. The Trading Policy advises that any Company securities purchased on the open market should be held for a minimum of six months and ideally longer |
● | purchasing or holding Company securities on margin |
● | selling short any Company securities |
● | buying or selling put or call options or other derivative securities relating to the Company’s stock |
● | engaging in hedging or monetization transactions, such as collars, equity swaps, prepaid variable forwards and exchange funds with respect to Company securities |
● | participating in investment clubs that invest in Company securities |
● | 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 has closed |
● | pledging Company securities as security for any obligation |
Theobligation
Our Insider Trading Policy is reviewed annually by the CNG Committee and the Board and is updated whenas appropriate. The Company provides periodic training concerning compliance with insider trading laws and the Trading Policy. TheOur Insider Trading Policy is available on the Company’sour website at www.royalgold.com under “Responsibility & Governance – Responsibility.“ESG — ESG Document Library.”
30 | 28 | | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT | |
Table of Contents
PROPOSAL 11: ELECTION OF DIRECTORS
TRADING CONTROLS
Under our Insider Trading
ControlsDirectors,Policy, directors, officers, and employees on the Company’sour restricted trading list are required tomust receive permission from the Company’sour Corporate Secretary prior tobefore entering into any transactions in Companyour securities. Generally, trading is permitted only during open trading periods. Directors, 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 pre-approved bywith preapproval from our Corporate Secretary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the
Company.members of the CNG Committee who served during the last fiscal year is, or has ever been, an officer or employee of Royal Gold’sGold or its subsidiaries. In addition, during the last fiscal year, none of our executive officers served as a member of the board of directors or compensation for non-employee Directorscommittee of any other entity that has one or more executive officers serving on our Board or the CNG Committee.
DIRECTOR COMPENSATION
Our director compensation program 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.to align the interests of directors with the interests of stockholders generally.
The CNG Committee is responsible for evaluating, and recommending to
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.
We do not have a retirement plan for
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 Benchmarking
director.
PEER GROUP BENCHMARKING
The CNG Committee
reviews director compensation annually and retains an independent compensation consultant
biennially to benchmark
Directordirector compensation against
the Company-selectedour peer group
which is the same group of companiesevery other year. When setting director compensation for fiscal year 2021 in August 2020, the CNG Committee
uses to benchmark executiverelied on market information presented in May 2020 by its independent compensation
(see page 46consultant, Willis Towers Watson (“WTW”). WTW used the same peer group for
a list of these companies). When considering Directorcompensation forevaluating fiscal year
2019, the CNG Committee reviewed and considered the results of a benchmark study conducted by Hugessen Consulting Inc. (“Hugessen”) dated June 2018.In addition2021 director compensation as it did for evaluating fiscal year 2021 executive compensation. You can find information about this peer group on page 48.
WTW provided market information with respect to benchmarking the amount of Directordirector compensation against the Company’s peer group using several methodologies, the 2018 study also compared the forms of compensation paidused, and our stock ownership guidelines for directors.
The review of director compensation found that our director compensation levels were in line with market, and no change was made to the Company’s Directors toaggregate annual Board retainer and equity award.
| | 2021 PROXY STATEMENT | | | 29 | |
PROPOSAL 1: ELECTION OF DIRECTORS
COMPONENTS OF FISCAL YEAR 2021 DIRECTOR COMPENSATION
Taking into account the
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 2019 Director Compensation Program
Based upon its work with Hugessen,WTW, the CNG Committee recommended, and the Independent Directorsour independent directors approved, for the fourth consecutive year, that no changes be made to total Director compensation or to the forms or proportions of compensation forour fiscal year 2019. 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) | |
*
Retainers and fees are paid quarterly in cash.
**
Nonemployee directors received 1,124 shares of 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 $133.46.
FISCAL YEAR 2021 DIRECTOR COMPENSATION
The following table provides information regarding compensation paid to or earned by our nonemployee directors for their services during fiscal year 2018, while holding cash compensation constant for fiscal year 2019,2021.
| | Director | | | Fees
Earned
or Paid in
Cash
($) | | | Stock
Awards(1)
($) | | | All Other
Compensation(3)
($) | | | Total
($) | |
| | William Hayes | | | | | 237,000 | | | | | | 154,471 | | | | | | 0 | | | | | | 391,471 | | |
| | Fabiana Chubbs(2) | | | | | 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 | | |
| | Christopher Thompson(3) | | | | | 35,821 | | | | | | 154,471 | | | | | | 54,400 | | | | | | 244,692 | | |
(1)
Amount represents the
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
20192021, 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 1,770 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, 2018.Compensation Element for Non-Employee Directors | Fiscal Year 2019 Compensation Program |
Annual Board Retainer | $60,000 |
Board and Committee Meeting Fees | $1,500 / Meeting Attended |
Annual Board Chairman Retainer | $115,000 |
Annual Committee Chairman Retainer* | $15,000 |
Annual Equity Retainer | $137,848 in Restricted Stock** |
* | Includes chairmanship for each of the AF Committee and the CNG Committee. |
** | On August 22, 2018, each non-employee United States Director was granted 1,770 shares of restricted stock, and each non-employee Canadian Director was granted 1,770 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. |
Tableended August 17, 2020, which was $133.46, to calculate the number of Contents
PROPOSAL 1
2019 Director Compensation
The followingshares to grant. For purposes of this table, provides information regarding compensation earned bywe are required to report the Company’s non-employee Directors forawards at their services during fiscal year 2019. Amounts shown for each Director vary duegrant date fair value calculated in accordance with financial statement reporting rules, as described above. As of June 30, 2021, Mr. Hayes held 562 shares of unvested restricted stock. All other nonemployee directors elected to service on Committees or as Committee chairs. The annual retainers for fiscal year 2019 were paid in cash on a quarterly basis.
| Director | | Paid in
Cash1
(US$) | | Stock
Awards2
(US$) | | Total
(US$) |
| William M. Hayes | | 218,500 | | 137,848 | | 356,348 |
| C. Kevin McArthur | | 85,500 | | 137,848 | | 223,348 |
| Jamie C. Sokalsky | | 82,500 | | 137,848 | | 220,348 |
| Christopher M.T. Thompson | | 79,500 | | 137,848 | | 217,348 |
| Ronald J. Vance | | 94,500 | | 137,848 | | 232,348 |
| Sybil Veenman | | 85,500 | | 137,848 | | 223,348 |
1 | Amount of cash compensation earned for Board and Committee service in fiscal year 2019. |
2 | The amounts shown represent the total grant date fair value, determined in accordance with Accounting Standards Codification (“ASC”) 718, of restricted stock awards/units in fiscal year 2019. 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 2019 Annual Report on Form 10-K filed with the SEC on August 8, 2019 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 2019 was $77.88, which was the closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on August 22, 2018, the date of grant. The value of the restricted stock awards/units used to determine the number of awards was $91.12 per share and differs from the grant date fair value of $77.88 per share determined in accordance with ASC 718. The difference between the value for award purposes and for financial statement reporting purposes results from using the volume-weighted average price for the 30 trading days ending July 31, 2018 for award purposes rather than the closing price of Royal Gold’s common stock on 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, 2019, Messrs. Hayes, and Thompson held 885 shares of unvested restricted stock while the other Directors elected to defer their 2019defer their 2021 equity compensation pursuant to our DCP. |
Directors’ Deferred Compensation Plan, which is described below.
Ms. Chubbs joined the Board on November 18, 2020.
(3)
Mr. Thompson retired from the Board on November 18, 2020. In recognition of Mr. Thompson’s long and distinguished service and significant contributions to Royal Gold and the Board, the CNG Committee accelerated the vesting of 562 shares of restricted stock in connection with his retirement. The Company offers avalue of these retirement benefits calculated in accordance with financial statement reporting rules was $54,400.
PROPOSAL 1: ELECTION OF DIRECTORS
DIRECTOR DEFERRED COMPENSATION PLAN
Our nonemployee directors are eligible to participate in our Deferred Compensation
Plan (“DCP”)Plan. The plan allows participants to
its non-employee 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
retentionbydirector retention by providing a long-term savings opportunity on a tax-efficient basis.
FourFive of
theour six
non-employee Directorsnonemployee directors elected to defer
one-hundred percent (100%) of their fiscal year
20192021 equity
compensation.Expenses
Non-employee Directors are reimbursedawards.
EXPENSES
We reimburse nonemployee directors for 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 of
DIRECTOR STOCK OWNERSHIP GUIDELINES
We expect our
Directors’ time spent traveling on Board business.Director Stock Ownership Guidelines
All 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, Royal Gold’s stock ownership guidelines require each non-employee Directornonemployee director is required to own shares of Royal Goldour common stock equal in value to ten (10) times the Annual Board Retainer described under“Components of 2019 Director Compensation Program”above,$600,000 within five years from the date of their respective first restricted stockequity grant. As of September 23, 2019, all of the non-employee Directors exceeded their ownership guidelines. All non-employee DirectorsNonemployee directors are required to hold 50% of the shares of common stock acquired pursuant to any equity grant until they meet their ownership target andtarget. Directors are not permitted to hedgealso prohibited from hedging against their investments in our common stock or to pledgepledging their shares.
DIRECTOR STOCK OWNERSHIP SUMMARY
As of September 20, 2021, all nonemployee directors exceeded their ownership guidelines or were within their five-year phase-in period. | | 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 | | |
*
Ms. Chubbs became a director on November 18, 2020, and received her first equity grant on August 24, 2021. She has until August 24, 2026, to meet our stock ownership guidelines.
Director | Guideline Value of Common
Stock to be Owned2021 PROXY STATEMENT | Actual Value Owned |
Hayes | 10xRetainer | 16.6xRetainer |
McArthur31 | 10xRetainer | 34.6xRetainer |
Sokalsky | 10xRetainer | 31.1xRetainer |
Thompson | 10xRetainer | 92.0xRetainer |
Vance | 10xRetainer | 28.0xRetainer |
Veenman | 10xRetainer | 14.5xRetainer |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 2: EXECUTIVE COMPENSATION
32 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
Table of Contents
As required by Section 14A of the Exchange Act, we seek
We are seeking stockholder approval of an advisory resolution on the compensation of our NEOs as described in the Compensation Discussion and Analysis,
the compensation tables, and related narrative discussion included in this proxy statement.
This proposal, commonly known as a
“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
20192021 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.
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.
At our 2017 annual meeting, stockholders approved, on an advisory basis, holding the say-on-pay votes annually, and the Board has adopted a practice of providing for an annual say-on-pay vote. Accordingly, the next say-on-pay vote will occur at our 2022 annual meeting. The next advisory vote on the frequency of the say-on-pay vote will occur at our 2023 annual meeting.
Our Board recommends a “FOR” vote because it believes that our compensation policies and practices are effective in achieving
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.
Key elements of our fiscal year
20192021 executive
officer total direct compensation are described beginning on page
39.40.
Stockholders are asked to approve the following advisory resolution:
RESOLVED, that the compensation paid to
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 |
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to approve this proposal.
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
| | | COMPENSATION, NOMINATING, AND GOVERNANCE The Compensation, Nominating, and Governance Committee Report |
The 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 2019, 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. Veenman |
Table of Contents
PROPOSAL 2
| Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in Royal Gold’s Annual Report on Form 10-K for the year ended June 30, 2021, 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 Vance,
Chairman | | | Kevin McArthur | | | Sybil Veenman | | | | | |
Named Executive Officers (“NEOs”)
The following persons hold the executive officer positions at Royal Gold as of September 23, 2019:
| | 2021 PROXY STATEMENT | | | 33 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
| | | EXECUTIVE SUMMARYTONY JENSEN, 57 This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the fiscal year 2021 compensation of our named executive officers. | | |
NAMED EXECUTIVE OFFICERS
For fiscal year 2021, we had five named executive officers.
| | | WILLIAM HEISSENBUTTEL, 56 | | |
 | | President and
Chief Executive
Officer and a Director | | Tony Jensen has over thirty-five years of progressive business experience focused in the mining and mine finance industries, including eighteen years with the Placer Dome group of companies and sixteen years with Royal Gold, Inc.
Mr. Jensen’s background is anchored in operational experience gained in the United States and Chile, where he occupied senior management positions. This operational experience is balanced by corporate administrative, finance, business development and mergers and acquisition experience in various roles with Royal Gold and Placer Dome in San Francisco, California, Santiago, Chile, and Denver, Colorado.
Mr. Jensen is currently President and Chief Executive Officer of Royal Gold, Inc. but has announced his retirement from his positions as a Class I Director and President and Chief Executive Officer effective January 2, 2020. He served as a Director of Golden Star Resources from 2012 to 2017.
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.
|
WILLIAM H. HEISSENBUTTEL, 54 |
 Chief Financial Officer and Vice President Strategy since June 2018
| | Mr. Heissenbuttel bringshas more than 30 years of corporate finance experience, withincluding 25 of those years in project and corporate finance in the metals and mining industry. He joined Royal Gold in 2006. Mr. Heissenbuttel was appointed our President and Chief Executive Officer and a Class I director, effective January 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy sincefrom June 2018. From 2007 through 2018 he served asto January 2020, Vice President Corporate Development. From JanuaryDevelopment 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. | | |
| | | Prior to joining Royal Gold, Mr. Heissenbuttel served as Senior Vice President from 2000 to 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then 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. On September 30, 2019, the Company announced Mr. Heissenbuttel’s appointment as President and Chief Executive Officer and as a Class I Director, each effective January 2, 2020.
Mr. Heissenbuttel holds a Master of Business Administration degree with a specialization in finance from the University of Chicago and a Bachelor of Arts degree in Political Science and Economics from Northwestern University. | | |
34 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENTMARK ISTO, 61 |
Table of Contents
PROPOSAL 2
DANIEL BREEZE, 46 | |
 | | Executive Vice
President Corporate
Development, RGLD Gold
AG, since January 2019 | | Mr. Breeze has 20 years of technical and commercial experience across international markets.
Before joining Royal Gold in 2019, Mr Breeze worked for Bank of Montreal from 2010 to 2018, serving most recently as Managing Director, Equities for BMO Capital Markets, based in Zürich, Switzerland. He was focused primarily on the mining sector and developed strong relationships with a range of global mining participants and management teams. Before Bank of Montreal, Mr. Breeze served at UBS Investment Bank with assignments in Paris, London, and Toronto, as part of the Equities Group, working extensively with North American and European mining companies across the commodity spectrum.
Prior to his banking career, Mr. Breeze gained global mining, construction, and project management experience with Golder Associates as a member of its geotechnical/mining team.
Mr. Breeze holds a Bachelor of Science degree in Civil Engineering from the University of Manitoba, graduate degrees in Engineering (M.Eng.) and Business Administration (MBA) from the University of Toronto and is a registered Professional Engineer (P.Eng.).
|
ChiefMARK ISTO, 59 |
 Vice President Operations,Operating Officer,
Royal Gold
Corporation
since March 2017
| | | Mr. Isto has 35 years of experience in mining engineering, mine management, and project development on a regionalin the U.S. and global basis.globally. Mr. Isto joined Royal Gold inhas served as our Executive Vice President and Chief Operating Officer since January 20152020. 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., our wholly-owned subsidiary.from 2015 to June 2016. Mr. Isto has served as a director of Tri-Star Gold Inc. (TSX-V: TSG) since February 2021. | | |
| | | Prior to joining Royal Gold, heMr. Isto served as Vice President Operations for First Nickel Inc. from 2012 to 2014 and served as both thein Vice President and Senior Vice President levelsroles in the Projects Group at Kinross Gold Corp. from 2006 to 2012. He Mr. 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.
Mr. Isto holds a Master of Business Administration degree in Business Administration from the University of Nevada–Reno and a Bachelor of Science degree in Mining Engineering from Montana College of Mineral Science and Technology,Technology. | | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
| | | DANIEL BREEZE, 48 | | |
| | | Vice President
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. | | |
| | | Before joining Royal Gold, Mr. Breeze worked for Bank of Montreal from 2010 to December 2018, serving most recently as Managing Director, Equities, for BMO Capital Markets, based in Zürich, Switzerland, where he was focused primarily on the mining sector. Previously, Mr. Breeze was a member of the Equities Group at UBS Investment Bank where he worked extensively with North American and European mining companies across the commodity spectrum. Prior to his banking career, Mr. Breeze was a member of the geotechnical and mining team at Golder Associates. Mr. Breeze holds Master of Engineering and Master of Business Administration 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. | | |
BRUCE C. KIRCHHOFF, 60 | | PAUL LIBNER, 48 | | |
 | | Chief Financial
Officer 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 January 2020. Previously, he served as our Controller and Treasurer from June 2018 to January 2020 and Controller from 2004 to May 2018. | | |
| | | Mr. Libner began his career with Ernst & Young where he provided audit and business advisory services, primarily for the financial services and healthcare industries, and later held various finance and accounting roles within the financial services industry. Mr. Libner holds a Bachelor of Science degree and Master of Accountancy degree from the University of Denver. | | |
| | | RANDY SHEFMAN, 48 | | |
| | | Vice President and
General Counsel since
February 2007 and
Secretary since July 2013 | | | 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. Mr. Kirchhoffpower sectors. He joined Royal Gold in 20072011 as Associate General Counsel and served in that capacity until his appointment as Vice President and General Counsel in January 2020. | | |
| | | Prior to Royal Gold, Mr. Shefman was in private legal practice with regional and was appointed Secretary in July 2013.From 1996 through 2007, Mr. Kirchhoff was a partner with each of theinternational law firms, of Alfersincluding LeBouef Lamb Greene & Carver, LLC, CarverMacRae, Holland & Kirchhoff, LLC,Hart, and Carver Kirchhoff Schwarz McNab & Bailey, LLC. Prior to private practice, Hogan Lovells.
Mr. 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. | | |
www.royalgold.com | 2021 PROXY STATEMENT | | | 35 | |
Table of Contents
PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATIONWe Delivered Strong Financial and Operating Results for Fiscal Year 2019
Fiscal year 2019 was
FISCAL YEAR 2021 PERFORMANCE
Our management team led Royal Gold through another year of strong financial
performance, with revenue of $423 million, operating cash flow of $253 million, and earnings of $94 million on robust operating volume of 335,000 GEOs.We strengthened our balance sheet by repaying in full $370 million of outstanding principal plus accrued interest on our 2.875% Convertible Senior Notes, using available cash and $220 million drawn under our revolving credit facility, leaving $780 million in borrowing capacity at June 30, 2019. We successfully resolved our long-standing dispute over the royalty calculation on production from the Voisey’s Bay operation and acquired a silver stream on Cupric Canyon’s Khoemacau Copper Project in Botswana.
2019 FINANCIAL HIGHLIGHTS | | | 2019 OPERATIONAL HIGHLIGHTS |
STRONG REVENUE | STRONG OPERATING
CASH FLOW | | | GEOs | ADDITIONAL STREAM
INTEREST AT KHOEMACAU
PROJECT |
$423M |  | $253M |  | | | 335,000
OZ |  | Acquired silver stream
on Cupric Canyon’s
Khoemacau Copper
Project in Botswana
|  |
RECORD DIVIDENDS
RETURNED TO
STOCKHOLDERS | REPAID 2.875% CONVERTIBLE SENIOR NOTES IN FULL ($370M PRINCIPAL AND ACCRUED INTEREST) | | | REVENUE BY METALperformance.
PERFORMANCE MEASURES TIED TO STRATEGY |
$67.5M |  | $780M
Borrowing Capacity at June 30, 2019
|  |
The Same Performance Measures used to Evaluate Corporate Performance are used for our Compensation Programs
Our executives bear responsibilityare responsible for driving Companycorporate performance. TheirBecause of this, we design our executive compensation isprogram so that it strongly correlatedcorrelates to the Company’s performance based onour corporate performance. We use many of the same key metrics thatperformance measures for our Board of Directors usescompensation programs as we use to chart corporate strategy and evaluate our success in achieving that strategy. These Performance Measures 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.
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
MEASURES OF CORPORATE OPERATIONAL, FINANCIAL, AND STRATEGIC PERFORMANCE
| | Key Performance
Measure | | Description of Performance Measures | Description | Tie to Strategy | | Strategic Link | | | Element of
Compensation | |
Operating Cash Flow
Multiple | Stockholder Return vs. Peer Group | | | Measures the Company’sour relative market performance against its peers in the GDXa peer group of streaming and directly reflects production performance, financial discipline, and portfolio qualityroyalty companies | | Financial flexibility; capital deployment | Stockholder returns | | | Short-term Incentiveincentive | |
| | Net GEO Production
Relative to Budget and Reserves | | | Measures the production success and growth of the Company’s existingour asset portfolio | | Gold-focused; | Gold-focused portfolio; capital deployment | |
Cost Containment | Expense 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 GEOs | | | 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 | |
TSR | Total Shareholder Return (TSR) Relative to the
GDX Constituents | | | Measures the value created for Royal Gold’sour stockholders as compared to others in our industry | | Return | Stockholder returns | |
| | 2021 PROXY STATEMENT | | | 37 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
COMPENSATION BEST PRACTICES
| | Our executive compensation program is designed to align with governance best practices and the long-term interests of our stockholders. We believe these best practices, some of which are in response to feedback from our stockholders, were key to receiving voter support of 97% for our executive compensation program at our annual meeting of stockholders last year. The following are representative practices that we do and do not employ: | | | | |
| | | | | | | | | |
Net Revenue Target | | Establishes the minimum financial threshold required before NEOs may receive awards of restricted stock | | Retention of quality management | | Restricted Shares or Units |
36 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
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PROPOSAL 2
We Employ Compensation Best Practices
Our largest stockholders agree that our existing executive compensation plan aligns well with governance best practices and the long-term interests of our stockholders. The following are representative practices we do and do not employ:
| WHAT WE DO |  | | WE DON’T |  |
| | | ✓•
Pay for Performance:78%performance with 77% of our CEO’s and 67%69% of our other NEOs’ total direct compensation for fiscal 2019 wasyear 2021 representing variable and not guaranteedor at-risk compensation ✓•
Use multiple Performance Measuresperformance measures for both short- and long-term incentive programs ✓•
Use challenging short- and long-term goalsfocused on growth and long-term returns ✓•
Establish target and maximum awardsin our short- and long-term incentive programs ✓•
Use a formulaic scorecardto determine short-term incentives ✓•
Use multiple types of equity awards under our long-term incentive program intended to motivate performance over various time horizons and balance the overall risk-reward relationship •
Use a peer group of gold-focused companiesto benchmark performance and compensation levels | | | | ✓•
Target NEO total direct compensation at meanor near the median of our peer group while also taking into account level of experience ✓•
Require executive officersexecutives to meet robust stock ownership guidelinesso to align their interests align with the interests of our other stockholders ✓•
Apply a “double trigger” todouble-trigger vesting for equity awardsin the eventa change of a change-in-control. Vesting is accelerated upon a change-in-control if the executive is terminated under certain circumstances or if the acquiror does not assume the awardscontrol ✓•
Engage annually with stockholders on a variety of topics, including governance, diversity, and compensation ✓•Continually
Regularly monitor our executive compensation programto assess and mitigate compensation-related risks ✓•
Maintain the independence of the CNG Committee; the and engage an independent compensation consultant that reports directly to the CNG Committee | | |
| | | | | | | | | |
| | | WHAT WE DO NOT DO | | |
| | | ✕•
Guarantee salary increases, annual short-term incentive payments, or long-term incentive opportunities ✕•
Provide excessive perquisites or other special benefits ✕•
Permit re-pricingrepricing of stock options without stockholder approval | | | | ✕•
Provide for excise tax gross-ups, of any kind, including for change-in-controlchange-of-control payments ✕•
Permit executive officersexecutives or Directorsdirectors to hedge or pledge Royal Goldour stock ✕•
Maintain a defined benefit pension plan or any special executive retirement plans | | |
We believe these best practices, some of which are in response to feedback from our stockholders, are key to receiving an average of 98% voter support for our executive compensation program at each annual meeting of stockholders since November 2016.
Our Compensation Philosophy and Objectives Support Company Performance
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY AND OBJECTIVES
The CNG Committee sets and administers our executive compensation philosophy, objectives, and design. Our fundamental compensation philosophy is to recruit, retain, and reward high-performing executive officersexecutives who will:will bring value to Royal Gold in a variety of ways:
● | 1 | | | Drive Company growth and profitability;profitability |
● | | 2 | | | Increase long-term value for our stockholders;stockholders |
● | | 3 | | | Manage the CompanyRoyal Gold in a responsible manner and in the best interests of our stockholders, employees, and other stakeholders; andstakeholders |
● | | 4 | | | Maintain the Company’sour reputation for management excellence and financial performance.performance | |
When designing executive compensation, the CNG Committee seeks to achieve the following objectives:
● | Attract and retain the highest caliber personnel on a long-term basis; |
●2021 PROXY STATEMENT | Align 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 |
●39 | Discourage excessive risk-taking. |
Table of Contents
PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATION
ELEMENTS OF TOTAL DIRECT
COMPENSATION
Our
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, long-term equity incentive awards, and a small amount ofmodest fixed benefits. The majority of target compensation (78% of CEO pay and 67% of NEO pay) is performance-based and not guaranteed. The emphasis is onWe also emphasize long-term equity to bestbetter align our executives’ interests with our stockholders’ interests:
We Establish Threshold, Target, and Maximum Payouts for Short-Term Incentives and Long-Term Performance Shares Correlatedinterests.
| | | | | ELEMENT | | | | TYPE | | | | OBJECTIVE | | | | | |
| | | | | BASE SALARY | | | | FIXED | | | | ATTRACT AND RETAIN | | | | | |
| | | | | SHORT-TERM INCENTIVE AWARDS | | | | VARIABLE | | | | SHORT-TERM COMPANY AND INDIVIDUAL PERFORMANCE | | | | | |
| | | | | LONG-TERM INCENTIVE AWARDS | | | | VARIABLE | | | | STOCKHOLDER ALIGNMENT AND LONG-TERM VALUE CREATION | | | | | |
BASE SALARY
Base salary is the fixed cash amount paid to
Key Company Performance Measuresan executive to perform their job duties. The CNG Committee reviewed and approved executive salaries for fiscal year 2021 in August 2020.
The CNG Committee engages an independent compensation consultant to conduct an external review and benchmarking study of executive and director compensation every other year in alternating years, with executive compensation being 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 considered 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 salary adjustments for NEOs who report to him.
In general, base salaries are targeted at or near the median of our peer group, while also taking into account level of experience and performance. For fiscal year 2021, the CNG Committee determined 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 of our NEOs being relatively new to their roles.
EXECUTIVE BASE SALARIES
| | 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 | | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
SHORT-TERM INCENTIVE AWARDS AND DISCRETIONARY BONUSES
SCORECARD
The CNG Committee uses a formulaic scorecard that sets predetermined financial, operational, strategic, and individual performance measures for determining awards of short-term incentives. The CNG Committee believes the scorecard is transparent, uses financial and operational measures that are understood by our executives and stockholders, and aligns executive pay with our annual performance.
In August 2020, the CNG Committee established a short-term incentive target for each executive based on a percentage of the executive’s salary for fiscal year 2021. The CNG Committee defined the target as the midpoint of each executive’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).
The CNG Committee also approved various performance measures tied to corporate and individual performance and established threshold, target, and maximum
payoutsperformance goals for
each measure. Payout under our short-term
incentives and for the GEO Share and TSR Share Performance Measures. Payoutsincentive program can range from zero
payout if no threshold
Performance Measure isgoals are achieved to 200%
payoutof an executive’s short-term incentive target if each maximum
Performance Measure is achieved or exceeded.Thegoal was achieved. In general, the CNG Committee believes that
sets performance goals based on the following guideposts: ● | Threshold level | | | THRESHOLD | | | | TARGET | | | | MAXIMUM | | | | | |
| | | | | performance goals should be set to the minimum acceptable performance level, below which performance is not worthy of variable compensation; |
●compensation | Target level | | | performance goals should generally be consistent with theour annual budget and the Company’s strategic plan, but should be challenging to achieve; and |
●achieve | Maximum level | | | performance goals should be set to require a significant stretch to achieve; they are exemplary performance levels that exceed targets and are worthy of payout up to a maximum 200% of target.target | | | | | |
We Establish Hurdles for Annual Incentive Awards
The CNG Committee required the Company
| | 2021 PROXY STATEMENT | | | 41 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
FISCAL YEAR 2021 SHORT-TERM INCENTIVE SCORECARD
| | Performance Measures | | | Weight | | | Threshold
(0% payout) | | | Target
(100% payout) | | | Maximum
(200% payout) | |
| | Shareholder return as compared to a peer group of other streaming and royalty companies | | | | | | 50% of peer
group | | | 125% of peer
group | | | 200% of peer
group | |
| | Net GEO production as a ratio of common stock outstanding as compared to budget* | | | | | | 20% below budget | | | At budget | | | 20% over budget | |
| | Increase in net GEO reserves as a ratio of common stock outstanding | | | | | | 5% decrease | | | 5% increase | | | 15% increase | |
| | Operating costs as a ratio of net GEO production as compared to budget | | | | | | 10% over budget | | | At budget | | | 10% below budget | |
| | Evaluation of minimum average liquidity as compared to budget | | | | | | CNG Committee assessment of liquidity and asset integrity | |
| | Evaluation of asset integrity based on asset value, protection measures, and quality including receivables, inventory, and mineral property interests | | | | |
| | Individual performance against preestablished goals | | | | | | CNG Committee or CEO assessment of individual performance | |
| | Total | | | 100% | | | | | | | | | | |
*
Net GEO production represents operators’ aggregate mineral production subject to achieve a $260 million Net Revenue Target forour stream and royalty interests, multiplied by metal prices used in our fiscal year 2019 in order for the Company’s NEOs to be eligible to vest in restricted stock awarded in August 2018. For this purpose, “Net Revenue” means our reported revenue,2021 budget, less reported cost of sales, (which excludes depreciation, depletion and amortization), and less any revenue recognized fromdivided by the gold price used in our Voisey’s Bay royalty.fiscal year 2021 budget.
38 | 42 | | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT | |
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PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATIONThe Committee determined to exclude revenue recognized from our Voisey’s Bay royalty from “Net Revenue” because of changes made unilaterally by the operator of the Voisey’s Bay mine to the royalty calculation methodology that eliminated royalty revenue—a methodology the Company aggressively disputed until the litigation was successfully resolved in September 2018, which occurred after the incentive awards for fiscal year 2019 were awarded.
The Net Revenue Target applicable to restricted stock awards awarded in
ACTUAL PERFORMANCE
In August
2018 was surpassed in fiscal year 2019, with Net Revenue of $333 million. As a result, the Company’s executive officers became eligible to vest in the restricted stock awarded in August 2018.Three Elements of Total Direct Compensation |
1. Base Salary
Base salary is the fixed cash amount paid to our executive officers each fiscal year. Base salaries are benchmarked in alternating years by the CNG Committee’s independent compensation consultant and are reviewed and approved by2021, the CNG Committee annually to align or maintain salaries at or near the mean ofevaluated our compensation peers. In years when independent benchmarking is not performed, the CNG Committee ages the most recent benchmarking results using the most recent United States Department of Labor Bureau of Labor Statistics cost-of-living index for the geographic region that includes the Company’s Denver, Colorado headquarter office.
The CNG Committee engaged Hugessen during calendar year 2018 to benchmark our executive compensation against our compensation peers. For fiscal year 2019, the CNG Committee reviewed Hugessen’s 2018 benchmarking study, and adjusted prior year base salaries to include a 3.6% cost of living increase. For the CEO and the VP Operations positions, a further adjustment aligned the executive officers’ fiscal year 2019 base salaries with those of the same or similar officer positions at our peer companies.
TABLE 2 – CEO AND NEO BASE SALARY
| Name | | Title | | FY2018 Salary
(US$) | | FY2019 Salary
(US$) | | % Increase |
| Tony Jensen | | President and CEO | | 750,000 | | 800,000 | | 6.7 | % |
| William Heissenbuttel | | Chief Financial Officer and VP Strategy | | 485,000 | | 502,000 | | 3.6 | % |
| Daniel Breeze(1) | | VP Corporate Development, RGLD Gold AG | | N/A | | 350,000 | | N/A | |
| Mark Isto(2) | | VP Operations, Royal Gold Corporation | | 390,000 | | 430,000 | | 10.3 | % |
| Bruce C. Kirchhoff | | VP, General Counsel and Secretary | | 400,000 | | 414,000 | | 3.6 | % |
(1) | Mr. Breeze became an executive officer on January 1, 2019, and his compensation was determined at that time. Mr. Breeze’s salary is paid in Swiss Francs (“CHF”). The amounts shown are the United States Dollar (“USD”) equivalent. The CHF to USD conversion rate for fiscal year 2019 salary compensation was 1.00, based on the average foreign exchange (“FX”) rates for the period January 1, 2019 through July 31, 2019. |
(2) | Mr. Isto became an executive officer on July 1, 2016. Successive adjustments were made to his base salary in August 2016, 2017 and 2018 to gradually position his total direct compensation near the mean of his executive compensation peers. Mr. Isto’s salary is paid in Canadian Dollars (“CAD”). The amounts shown are the USD equivalent. The CAD to USD conversion rate for fiscal year 2019 salary compensation was 0.76, based on the average 30-day FX rates for the period ending July 31, 2018. |
2. Short-Term Incentive Awards
We Use a Formulaic Short-Term Incentive Scorecard
The CNG Committee uses a formulaic scorecard including predetermined Financial, Operational and Strategic Performance Measures, as well as Individual Performance Measures, for determining awards of short-term incentives. The CNG Committee believes the scorecard is transparent, uses financial and operational measures well understood by our executives and stockholders, and clearly aligns NEO pay with the Company’s fiscal year performance. The scorecard has been well-received by our stockholders and the proxy advisors, and the CNG Committee continued its use for fiscal year 2019.
FINANCIAL AND OPERATIONAL MEASURES (40%)
Forty percent of our NEOs’ short-term incentive eligibility depended on the Company’s performance against three Financial and Operational Measures:
● | Our operating cash flow (“OCF”) multiple relative to those of the GDX Constituents before working capital changes.The OCF Financial Measure compares our relative market performance against that of our peers and reflects both financial discipline and the quality and performance of our stream and royalty portfolio; |
● | Net GEO production relative to the Company’s fiscal year 2019 budget forecast.This Operational Measure compares the actual production from our existing stream and royalty portfolio against our fiscal year 2019 production budget forecast. “Net GEO” production for purposes of determining short-term incentives is the result of our operators’ aggregate mineral production subject to our stream and royalty interests, multiplied by metal prices used in our fiscal year 2019 budget, less reported cost of sales, divided by the gold price used in our fiscal year 2019 budget; and |
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PROPOSAL 2
● | Our ability to hold costs in line with our budget.The Cost Containment Performance Measure tests our ability to conduct the Company’s business in a cost-efficient manner.
|
STRATEGIC MEASURES (40%)
Forty percent of our NEOs’ short-term incentive eligibility depended on the degree to which the Company achieved four Strategic Measure objectives:
● | Deploy capital to acquire new streaming and royalty assetsat threshold, target or maximum amounts;
|
● | Achieve resolution of the Voisey’s Bay litigationon or exceeding threshold terms via settlement or following trial;
|
● | Maintain specific and pre-determined leverage and liquidity levels; and
|
● | Advance the Peak Gold Joint Venture in Alaska byincreasing mineralized materialto specific levels,publishing a preliminary economic analysis(“PEA”) of the Peak Gold Project andimplementing strategic alternativesto obtain pre-determined financial returns.
|
INDIVIDUAL PERFORMANCE MEASURES (20%)
Twenty percent of our NEOs’ short-term incentive eligibility depended on each NEO’s performance against multiple unique corporate and personal goals. The goals established specifically for each NEO were designed to promote 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. The CNG Committee defined “target” payout as the mid-point of each NEO’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 3 summarizes the fiscal year 2019 short-term incentive measures and the payout thresholds associated with them.
TABLE 3 – FISCAL YEAR 2019 SHORT-TERM INCENTIVE SCORECARD
Performance Measures | | Weight | | Threshold
(0% payout) | | Target
(100% payout) | | Maximum
(200% payout) |
Financial / Operational Measure Objectives | | | | | | | | |
●OCF multiple relative to GDX Constituents (before working capital changes)(1)
| | 20% | | 60thpercentile | | 85thpercentile | | 100thpercentile |
●Net GEO Production (using fiscal year 2019 budget metals prices) vs. fiscal year 2019 budget
| | 10% | | 80% of FY 2019
budget | | 100% of FY 2019
budget | | 120% of FY 2019
budget |
●Cost Containment (excluding non-cash compensation, production taxes, exploration costs and extraordinary items)
| | 10% | | 10% over FY 2019
budget | | Meet FY 2019
budget | | 10% under FY 2019
budget |
Strategic Measure Objectives(2): | | | | | | | | |
●Capital Deployment
| | 15% | | Invest threshold or greater amounts to acquire new streaming and royalty assets during fiscal year 2019 |
●Voisey’s Bay Litigation
| | 10% | | Resolve litigation at or better than Board-approved threshold via settlement or trial |
●Financial Strength after Growing Dividend
| | 5% | | Maintain specified Net Debt/EBITDA ratio and liquidity level for fiscal year 2019 |
●Peak Gold
| | 10% | | Increase mineralized material to specified levels, publish PEA, implement strategic alternatives to achieve specified returns |
Individual Performance Measures(2) | | 20% | | Individualized corporate and personal performance targets and development goals for each NEO |
Total: | | 100% | | | | | | |
(1) | Working capital changes represent the sum of changes in assets and liabilities as presented within the operating activities section of the Statement of Cash Flows. |
(2) | The CNG Committee determined that public disclosure of the specific Strategic Measure Objectives and Individual Performance Measures could cause competitive harm to the Company and is not material to an understanding of fiscal year 2019 executive compensation. |
Short-Term Incentives were Awarded for Fiscal Year 2019
The CNG Committee determined the Company’s performance against each Financial, Operational, and Strategic Performance Measure.preestablished performance measure. The CNG Committee also determined the CEO’sevaluated Mr. Heissenbuttel’s performance against his individual performance measures. Mr. Heissenbuttel evaluated the performance of our other NEOs against their individual 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 CEO determined each other executive officer’s performance against his unique Individual Performance Measures.
The scores for all measures were convertedNEOs covered specific tasks relating to a percentagetheir areas of responsibility and covered topics such as asset management, business development efforts, expanded ESG efforts, or reduced costs, depending on the target achieved and multiplied by the percent weight assigned to each measure. The results were totaled.
40 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
NEO. Table of Contents
PROPOSAL 2
TABLE 4 – ACTUAL PERFORMANCE VERSUS PERFORMANCE MEASURES FOR FISCAL YEAR 2019
| Measure | | % of Target
Achieved | | Weight | | Jensen | | Heissenbuttel | | Breeze* | | Isto | | Kirchhoff |
| OCF vs GDX Constituents | | 185% | | 20% | | 36.9% | | 36.9% | | 36.9% | | 36.9% | | 36.9% |
| Net GEO Production | | 88% | | 10% | | 8.8% | | 8.8% | | 8.8% | | 8.8% | | 8.8% |
| Cost Containment | | 160% | | 10% | | 16.0% | | 16.0% | | 16.0% | | 16.0% | | 16.0% |
| Capital Deployment | | 89% | | 15% | | 13.3% | | 13.3% | | 13.3% | | 13.3% | | 13.3% |
| Voisey’s Bay Litigation | | 100% | | 10% | | 10.0% | | 10.0% | | 10.0% | | 10.0% | | 10.0% |
| Financial Strength | | 100% | | 5% | | 5.0% | | 5.0% | | 5.0% | | 5.0% | | 5.0% |
| Peak Gold | | 25% | | 10% | | 2.5% | | 2.5% | | 2.5% | | 2.5% | | 2.5% |
| Individual Performance | | | | 20% | | 20.0% | | 22.2% | | 22.3% | | 23.2% | | 21.8% |
| Total Score | | | | 100% | | 112.5% | | 114.7% | | 114.8% | | 115.7% | | 114.3% |
* | Mr. Breeze’s employment began on January 1, 2019. |
The total score was divided by 100 and multiplied by the midpoint of each NEO’s short-term incentive range, as described above. As indicated in Table 5, the NEOs as a group were awarded short-term incentives slightly above target.
TABLE 5 –
| | 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% | |
ACTUAL SHORT-TERM INCENTIVE AWARDS
FOR FISCAL YEAR 2019 | | Jensen | | Heissenbuttel | | Breeze* | | Isto** | | Kirchhoff |
| Target (Midpoint of Short-Term Incentive Range) | | $ | 800,000 | | $ | 376,500 | | $ | 131,250 | | $ | 316,500 | | $ | 310,500 |
| Individual Total Score/100 | | | 1.13 | | | 1.15 | | | 1.15 | | | 1.16 | | | 1.14 |
| Actual Short-Term Incentive | | $ | 900,000 | | $ | 432,000 | | $ | 151,000 | | $ | 366,000 | | $ | 355,000 |
* | Mr. Breeze’s employment began on January 1, 2019. His target short-term incentive award was pro-rated for six months of employment. Mr. Breeze’s non-equity incentive plan compensation is paid in Swiss Francs (“CHF”). The amounts shown are the United States Dollar (“USD”) equivalent. The CHF to USD conversion rate for fiscal year 2019 non-equity incentive plan compensation was 1.00, based on the average foreign exchange (“FX”) rates for the period January 1, 2019 through July 31, 2019. |
** | Mr. Isto’s non-equity incentive plan compensation is paid in Canadian Dollars (“CAD”). The amounts shown are the USD equivalent. The CAD to USD conversion rate for fiscal year 2019 non-equity incentive plan compensation was 0.76, based on the average 30-day FX rates for the period ending July 31, 2019. |
3. Long-Term Incentive Awards
Our Long-Term Incentives Align Management’s Objectives with Stockholders’ Interests
| | 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 | |
DISCRETIONARY BONUSES
In August 2021, taking into account the recommendation of Mr. Heissenbuttel, the CNG Committee approved a discretionary cash bonus of $46,800 to Mr. Isto in recognition of his extraordinary effort and support of business development activities during the year and $30,000 to Mr. Shefman in recognition of his effort on business development activities and his leadership role in ESG initiatives.
LONG-TERM INCENTIVE AWARDS
PROGRAM DESIGN
Long-term incentive compensation is designed to encourage
executive officersexecutives to manage
the Company’sour business for the long 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 Annual long-term incentive awards are driven primarily by appropriate incentives while discouraging excessive risk-taking;
|
● | Establishing Performance Measures designed to align management’s objectives with stockholders’ long-term interests and Company strategy;
|
● | 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.
|
● | Annual long-term incentive awards are driven primarily by:
|
● | The Company’s achievement of performance goals that are consistent with Company strategy and generate 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 Use Three Forms of Equity Awards, Each Serving a Different Purpose
1. performance 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.
TYPES OF AWARDS
STOCK OPTIONS AND STOCK-SETTLED STOCK APPRECIATION RIGHTS
Stock options and Stock-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 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
the excess of the fair market value of one share of stock on the date of exercise over the grant price of the SAR. SARs are settled in shares of
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.
Our U.S.-based executives are typically awarded 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. Our executives based in Canada and Switzerland typically are awarded the entire value in SARs.
2.
Awards of restricted stock
(“RSAs”) and restricted stock units (“RSUs”) focus on retention by securing the long-term commitment of our executives.
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.
grant date.Table of Contents
PROPOSAL 2
Shares of restricted stock awarded to ourOur U.S.-based executives receive RSAs, and our executives based in Canada and Switzerland receive RSUs. RSAs are 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- and Switzerland-based executives do not entitle them to vote or receive dividends, although they 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 restricted stock awards, the CNG Committee introduced a performance-based vesting requirement beginning with restricted stock awards made to NEOs in August 2012. 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 2019, the Net Revenue Target was $260 million. The Company achieved Net Revenue of $333 million in fiscal year 2019, making the NEOs eligible to vest in these
PERFORMANCE SHARES
Performance shares
if the service requirement is also met.3. PERFORMANCE STOCK
Performance 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.
Performance shares are not 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 our common stock.
Performance shares granted in August of each year from 2016 through 2020 remained outstanding and subject to vesting conditions during fiscal year 2021. These awards had the
Company’s common stock when they vest.Allfollowing characteristics:
•
GEO Shares — 50% of an executive’s performance shares awardedgranted in each year vest only if we grow annual net GEOs between defined threshold and maximum growth levels prior to August 2015 have vestedthe end of the fifth fiscal year following the grant date. Growth in annual net GEOs is designed to measure our success in growing our business, whether by acquiring new streams and royalties or lapsed. Beginning withreserve 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.
•
TSR Shares — 50% of an executive’s performance shares
awardedgranted in
August 2015 for fiscaleach year
2016,vest only if we achieve a TSR compared to the CNG Committee has awarded performance shares withTSRs of the following characteristics:● | One-half may vest upon the Company’s achievement ofGDX constituentsgrowth in annual Net GEOs(“GEO Shares”) between defined threshold and maximum growth levels prior to the end of the fifth fiscal year following the grant date. Growth in annual Net GEOs measures success in growing our business, whether by acquiring new streams and royalties ourselves or by realizing reserve expansion by our mine operators. For purposes of determining eligibility to vest performance share awards, Net GEOs are calculated in the same manner as for short-term incentive awards;but meeting or exceeding this measure depends upon the Company’s success in continually acquiring new, revenue-producing stream and royalty assets.Growth by acquisition and reserve expansion is a key strategic objective of the Company; 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 industry peers 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.
Performance shares vest by linear interpolation
inwithin a range
betweenfrom zero shares if the
correspondingthresholdmetric goal is met;met, to 100% of GEO Shares and TSR Shares awarded if the correspondingtargetmetric goal is met;met, and then to 200% of the GEO Shares and TSR Shares awarded if the correspondingmaximummetric goal is met or exceeded. 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.
The specific goals for
awarding performance shares
for fiscal yearsgranted in August 2016 through
2019,2020, and
the Company’sour results compared to these goals,
were:are presented below:
GEO Shares GoalGoal:: Add, within five fiscal years after any grant date, a specific number of Netnet GEOs over the actual Net GEOs held by the Company ina set baseline of net GEOs. For the fiscal year preceding2021 awards, the grant date.net GEOs 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 2019. 2021 budget.
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
The
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 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 growth 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. Net GEO growth achieved during fiscal year 2019 was insufficient to vest any GEO Shares awarded for fiscal yearsannually in August of 2016 through 2019. Vesting of GEO Shares awarded for fiscal years 2016 through 20192020 is summarized as follows:
42 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
below:Table of Contents
PROPOSAL 2
TABLE 6 – GEO SHARESHARES VESTING THROUGH JUNE 30, 2019
| Awarded for Fiscal Year | | Cumulative
Percentage of
Target Net GEO
Production as of: | | Vesting Result: | | Cumulative
Percentage of
Target GEO
Shares Vested |
| 2016 | | 6/30/2016 | | 121% | | Between Target and Maximum | | 121% |
| | 6/30/2017 | | 190% | | Incremental additional shares | | 190% |
| | 6/30/2018 | | 198% | | Incremental additional shares | | 198% |
| | 6/30/2019 | | 198% | | No vesting | | 198% |
| 2017 | | 6/30/2017 | | 107% | | Between Target and Maximum | | 107% |
| | 6/30/2018 | | 109% | | Incremental additional shares | | 109% |
| | 6/30/2019 | | 109% | | No vesting | | 109% |
| 2018 | | 6/30/2018 | | 0% | | No vesting | | 0% |
| | 6/30/2019 | | 0% | | No vesting | | 0% |
| 2019 | | 6/30/2019 | | 0% | | No vesting | | 0% |
2021
| | 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% | |
TSR Shares Goal:Achieve the highest percentile in TSR among the GDX Constituentsconstituents for defined 1-one- and three-year periods:
•
50% of TSR shares are evaluated for the three-year measuring period ending on June 30 of the third fiscal year after the grant date (“3-year periods. With respect to TSR Shares awardedshares”)
•
50% of TSR shares are evaluated for
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 (“3-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 (“1-Year TSR Shares”). |
Awardsyears after the grant date (“1-year TSR shares”)
Vested TSR shares are settled in shares of 3-Year TSR Shares and 1-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.
TSR
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.TABLE 7 – TSR SHARESHARES VESTING THRESHOLDS
Metric | Metric | | | Total Shareholder Return | | | Vesting | |
| | Threshold | | | Less than 50thpercentile | | | 0% of target shares awarded | |
| | Target | | 75thpercentile | 75th percentile | | | 100% of target shares awarded | |
| | Maximum | | 100thpercentile | 100th percentile | | | 200% of target shares awarded | |
Table 8 summarizes the TSR Shares awarded for fiscal years 2017 through 2019, 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.
| | 2021 PROXY STATEMENT | | | 45 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
TSR SHARES VESTING THROUGH JUNE 30,
2019| Awarded for Fiscal Year | | Tranche | | Percentile
Achieved | | CNG Committee Vesting Determination |
| 2017 | | 1-Year, tranche 1 | | 89 | th | | Vested by linear interpolation between target and maximum* |
| | 1-Year, tranche 2 | | 80 | th | | Vested by linear interpolation between target and maximum* |
| | 1-Year, tranche 3 | | 47 | th | | Percentile below threshold; shares forfeited |
| | 3-Year | | 89 | th | | Vested by linear interpolation between target and maximum |
| 2018 | | 1-Year, tranche 1 | | 80 | th | | Vested by linear interpolation between target and maximum* |
| | 1-Year, tranche 2 | | 47 | th | | Percentile below threshold; shares forfeited |
| | 1-Year, tranche 3 | | n/a | | | Not yet subject to evaluation |
| | 3-Year | | n/a | | | Not yet subject to evaluation |
| 2019 | | 1-Year, tranche 1 | | 47 | th | | Percentile below threshold; shares forfeited |
| | 1-Year, tranche 2 | | n/a | | | Not yet subject to evaluation |
| | 1-Year, tranche 3 | | n/a | | | Not yet subject to evaluation |
| | 3-Year | | n/a | | | Not yet subject to evaluation |
* | Grant Date | | | Tranche | | | Percentile
Achieved | | | CNG Committee Vesting Determination | |
| | August 2018 | | | 1 year, tranche 1 | | | 47th | | | Percentile below threshold; shares expired unvested | |
| | 1 year, tranche 2 | | | 33rd | | | Percentile below threshold; shares expired unvested | |
| | 1 year, tranche 3 | | | 57th | | | Percentile between threshold and target; 28% of shares vested and remaining expired unvested* | |
| | 3 year | | | 41st | | | Percentile below threshold; shares expired unvested | |
| | August 2019 | | | 1 year, tranche 1 | | | 37th | | | Percentile below threshold; shares expired unvested | |
| | 1 year, tranche 2 | | | 55th | | | Percentile between threshold and target; 20% of shares vested and remaining expired unvested* | |
| | 1 year, tranche 3 | | | N/A | | | Not yet subject to recipient meeting the three-year continuous service requirement.evaluation | |
| | 3 year | | | N/A | | | Not yet subject to evaluation | |
| | August 2020 | | | 1 year, tranche 1 | | | 59th | | | Percentile between threshold and target; 36% of shares vested and remaining expired unvested* | |
| | 1 year, tranche 2 | | | N/A | | | Not yet subject to evaluation | |
| | 1 year, tranche 3 | | | N/A | | | Not yet subject to evaluation | |
| | 3 year | | | N/A | | | Not yet subject to evaluation | |
*
Vesting subject to grantee meeting the three-year continuous service requirement.
www.royalgold.com | 46 | 43 | | ROYAL GOLD, INC. | |
Table of Contents
PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATIONAnnual Compensation Process |
EXECUTIVE COMPENSATION PROCESS
OVERALL PROCESS
The CNG
Committee Leadscommittee leads the
Annual Executive Compensation-Setting Process,annual executive compensation process, with
Involvementinvolvement from its
Independent Compensation Consultantindependent compensation consultant and
Managementmanagement.
ROLES AND RESPONSIBILITIES IN THE ANNUAL EXECUTIVE COMPENSATION PROCESS
| | | | | | |
| | CNG Committee | | | ●•Three directors; independence determined annually under
Consists of three independent directors in accordance with securities, tax, and listing rules ●•
Oversees administration of policies governing executive compensation ●•
Reviews stockholder feedback and trends in executive compensation design ●•
Reviews and sets compensation philosophy, objectives, and design;design and reviews annuallyany updates or changes with the Board of Directorsannually ●•
Ensures alignment with strategic goals and stockholder value through establishment of Performance Measuresperformance measures and goals consistent with Companyour strategy and long-term value creation for stockholders ●•
Determines whether Performance Measures were or were notperformance measures are met ●•
Conducts annual assessment of CEO performance, with input from all Independent Directorsindependent directors ●•
Determines CEO compensation without the presence of CEO or other management ●•
Considers, without being bound by, advice and recommendationsinput from independent compensation consultant and CEO concerningon NEO compensation ●•
Determines NEO compensation with input from the CEO | |
Management | Management | | | ●•Solicits feedback annually from major stockholders concerning executive compensation plan
●Provides input to CNG Committee on strategy and program design
●•
Develops initial recommendations for short- and long-term incentives based on achievement of Performance Measuresperformance measures | |
| | Independent Compensation Consultant | | | ●•
Retained annually by the CNG Committee; independence determined annually by CNG Committee ●•
Performs work at direction and under supervision of the CNG Committee ●•
Provides expertise on compensation design, market practices, peer group construction, and benchmarking ●•
Benchmarks NEO and director compensation in alternating years ●•
Provides in-depth review of and recommendations for compensation framework and design | |
The CNG Committee
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 in its deliberations on compensation design and award.The CNG Committee uses the independence factors prescribed by the SEC and Nasdaq to assessassessed the independence of its compensation consultants on an annual basis. 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.
The compensation consultant reports directly to 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.
The CNG Committee
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.
44 | | ROYAL GOLD, INC. | 20192021 PROXY STATEMENT | | | 47 | |
Table of Contents
PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATIONWe Establish Relevant Comparator Groups and Conduct Executive Compensation Benchmarking
We Select Benchmarking Peers that Match Our Industry, Business Model and Market Cap
PEER GROUP
The CNG Committee reviews and selects executive compensation peers
annually based primarily on similar industry profile and size as measured by market capitalization. Our compensation peer group includes our closest 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 peer group selected by the CNG Committee during its work with Hugessen on executive compensation in calendar 2018 and those selected by Glass-Lewis and Institutional Shareholder Services (“ISS”) in 2018:
TABLE 9 – COMPARISON OF
ROYAL GOLD PEER GROUPS SELECTED BY THE COMPANY AND PROXY ADVISORSGROUP
Company Peer Group | Company | Glass-Lewis Peer Group | | ISS Peer Group |
✓Includes publicly traded companies with similar industry profile and size as measured by market capitalization (see Table 10 below)
✓Includes both of our closest direct streaming and royalty competitors
✓Includes comparably-sized gold and silver mining companies
✓Selected peers mostly unchanged since fiscal year 2013(1)
✓Includes nine Canadian companies(2)
Primary
Industry | | ✓Included all of our peer selections, plus four additional gold companies
✓Included thirteen Canadian companies(2)
| | ✕Includes neither of our principal streaming and royalty competitors
✕Includes only two precious metals companies
✕Includes companies in agricultural products; fertilizer; industrial, specialty, and laboratory chemicals; human and animal nutrition; nickel/cobalt alloys; sealants, lubricants and coatings; biofuels; polymers 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 companies(2)
|
(1)
| The 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.
|
(2)
| According to S&P CapitalIQ, as
of June 30, 2019: (i) there are only two publicly traded precious metals companies (including Royal Gold) incorporated2021
($ in the United States having a market capitalization greater than $1 billion, compared to 22 such companies in Canada; and (ii) the peers selected most recently by ISS averaged approximately one-ninth the market capitalization of Royal Gold. We believe that a fair compensation peer group, in terms of both industry profile and size, cannot be selected for millions)*
| |
| | Agnico Eagle Mines Limited | | | Gold | | | | | 14,693 | | |
| | B2Gold Corporation | | | Gold | | | | | 4,415 | | |
| | Centerra Gold Inc. | | | Gold | | | | | 2,253 | | |
| | Eldorado Gold Corporation | | | Gold | | | | | 1,807 | | |
| | Franco-Nevada Corporation | | | Gold | | | | | 27,736 | | |
| | IAMGOLD Corporation | | | Gold | | | | | 1,404 | | |
| | Kinross Gold Corporation | | | Gold | | | | | 8,004 | | |
| | Osisko Gold Royalties | | | Gold | | | | | 2,302 | | |
| | Pan American Silver Corporation | | | Silver | | | | | 6,008 | | |
| | Wheaton Precious Metals Corporation | | | Silver | | | | | 19,849 | | |
| | Yamana Gold Corporation | | | Gold | | | | | 4,072 | | |
| | 75th Percentile | | | | | | | | 11,348 | | |
| | Median | | | | | | | | 4,415 | | |
| | 25th Percentile | | | | | | | | 2,278 | | |
| | Average | | | | | | | | 8,413 | | |
| | Royal Gold, without including Canadian entities.Inc. | | | Gold | | | | | 7,486 | | |
| | Percentile | | | | | | | | P65 | | |
Data source: S&P CapitalIQ
Table of Contents
PROPOSAL 2
TABLE 10 – COMPANY COMPARISONS TO COMPANY SELECTED PEER GROUP
| | As of June 30, 2018
(In USD Millions) |
| Company | Primary
Industry | Market
Capitalization
($) | Last 12
Months’
EBITDA
($) |
| Agnico Eagle Mines Limited | Gold | 10,662 | 864 |
| B2Gold Corporation | Gold | 2,555 | 432 |
| Centerra Gold Inc. | Gold | 1,622 | 410 |
| Coeur Mining, Inc. | Silver | 1,414 | 205 |
| Eldorado Gold Corporation | Gold | 801 | 140 |
| Franco-Nevada Corporation | Gold | 13,572 | 521 |
| Hecla Mining Company | Silver | 1,394 | 220 |
| IAMGOLD Corporation | Gold | 2,717 | 362 |
| New Gold Inc. | Gold | 1,206 | 205 |
| Pan American Silver Corp. | Silver | 2,743 | 297 |
| Wheaton Precious Metals Corporation | Silver | 10,231 | 577 |
| 75thPercentile | | 7,115 | 454 |
| Median | | 2,636 | 345 |
| 25thPercentile | | 1,409 | 216 |
| Average | | 4,583 | 380 |
| Royal Gold, Inc. | Gold | 6,077 | 329 |
| Percentile | | P70 | P40 |
| Data source: S&P CapitalIQ | | | |
We Compare Our Executive Officer Compensation Against Our Benchmarking Peers
For
This is the same peer group that we used for fiscal year 2019, the2020 executive compensation.
The CNG Committee adjustedreviews and considers peer data on several compensation elements, including base salary, in two respects: a 3.6% cost of living increase based upon the July 2018 United States Department of Labor Bureau of Labor Statistics study for the Denver area, where the Company’s headquarters is located;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.
Key Compensation Policies and Practices | 48 | | | ROYAL GOLD, INC. | |
Employment Agreements
Royal Gold
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
OTHER KEY COMPENSATION PRACTICES
EMPLOYMENT AGREEMENTS
We have entered into employment agreements with each of
Messrs. Jensen, Heissenbuttel, Istoour NEOs. Under these agreements, we offer certain post-employment payments and
Kirchhoff effective July 1, 2016. Inbenefits to our executives upon the
caseoccurrence of
Messrs. Jensen, Heissenbuttelspecified events. We believe these arrangements better enable us to offer competitive total compensation packages to our executives and
Kirchhoff,promote the ongoing retention of these
employment agreements superseded and replaced the employment agreements entered into in September 2013. Each of the employment agreements were amended effective December 15, 2017. Effective January 1, 2019, Mr. Isto’s employment agreement was terminated and replaced with an employment agreement on substantially the same terms and conditions between Mr. Isto and the Company’s wholly-owned subsidiary, Royal Gold Corporation. Also effective January 1, 2019, Mr. Breeze entered into an employment contract with the Company’s wholly-owned subsidiary, RGLD Gold AG.Pursuant to Mr. Jensen’s employment agreement, Mr. Jensen will continue to serveexecutives when considering potential transactions that may create uncertainty as the Company’s President and Chief Executive Officer until his announced retirement date, January 2, 2020. Pursuant to his employment agreement, Mr. Heissenbuttel will continue to serve as Chief Financial Officer and Vice President Strategy until his appointment as President and ChiefExecutive Officer becomes effective on January 2, 2020, and the Company and Mr. Heissenbuttel intend to enter into a new employment contract on or before January 2, 2020, reflecting his new role as CEO. Pursuant to their individualfuture employment agreements, Mr. Kirchhoff will continue to serve as the Vice President, General Counsel and Secretary; Mr. Isto will continue to serve as Vice President Operations, Royal Gold Corporation; and Mr. Breeze will continue to serve as Vice President Corporate Development, RGLD Gold AG. The employment agreements with Messrs. Kirchhoff and Isto are for one-year terms and renew automatically for four consecutive one-year periods. Mr. Kirchhoff’s employment agreement will expire on June 30, 2021, and Mr. Isto’s employment agreement will expire on December 31, 2023, unless, in either case, the Company or the executive timely elects not to renew the term of the employment agreement, or unless the employment agreement is otherwise terminated in accordance with its terms. Mr. Breeze’s employment contract is of indefinite term under Swiss law. As described below under the headingPotential Payments Upon Termination or Change of Control(page 54), each employment agreement provides for severance compensation in certain events.us. None of the employment agreements provide for excise tax gross-ups in a change of control.
CEO EMPLOYMENT AGREEMENT
Mr. Heissenbuttel is prohibited from competing against us or soliciting our employees, customers, or business relationships for 12 months following termination of his employment.
OTHER NEO EMPLOYMENT AGREEMENTS
We have entered into an employment agreement with 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 benefits in connection with a termination of employment or a change of control as described below under “PROPOSAL 2Potential Payments Upon Termination or Change of ControlBenefit Programs
” on page 59.
Each executive is prohibited from competing against us or soliciting our employees, customers, or business relationships for 12 months following termination of his employment.
BENEFIT PROGRAMS
Benefit programs for
the executive officersour executives are common in design and purpose to
those forthe programs offered all of our employees in the
United States,U.S., Canada, and
SwitzerlandSwitzerland. Executives can also participate in various health and
welfare benefit programs to the extent appropriate in the country of employment
taking into accountunder applicable
local legal requirements, include an opportunity to participate in various health and welfare benefit programs.laws. We share the cost of certain health and retirement benefit programs with our employees.
The Company, itselfWe also provide, directly or
through its Canadian and Swiss subsidiaries, providesindirectly, retirement plans for our
U.S., Canadian and Swiss employees. The U.S. plan is a Salary Reduction/Simplified Employee Pension Plan (“SARSEP Plan”), in which all U.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. 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 SARSEP Plan and Group RRSP allow employees to reduce their pre-tax salary, subject to certain regulatory limitations, and to put this money into a tax-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 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
subject to limits. Employer contributions to the employee’s SARSEP Plan or Group RRSP are immediately 100% vested. Total employee and employer contributions to the SARSEP Plan and Group RRSP are subject to annual regulatory limitations.
TheOur Swiss subsidiary pays approximately 50% of the contributions to the Pension Plan according to the applicable regulations of the pension scheme provider. The contribution due is a percentage of the relevant covered salary and depends on the age of the Swiss employee.
Perquisites
The Company
PERQUISITES
We do not generally
does not provide perquisites or other special benefits to
executive officers.Executive Stock Ownership Guidelines
Royal Gold’sexecutives.
EXECUTIVE STOCK OWNERSHIP GUIDELINES
Our stock ownership requirements encourage
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 and unearned performance shares are not considered owned for purposes of the
program.requirements.
There is no timeframe in which
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
other than Daniel Breeze, Vice President Corporate Development, RGLD Gold AG, who joined the Company on January 1, 2019 (see Table 11 below, calculated as of September
23, 2019).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 their investmentsGold in the Company’s common stock and from pledging their investments in the Company’s common stock.
TABLE 11 – NEOJanuary 2019.
EXECUTIVE STOCK OWNERSHIP SUMMARYGUIDELINES
Role | Executive | | | Guideline Value of Common
Stock to be Owned | | | Actual Value Owned as of
September 20, 2021 | |
President and CEO | William Heissenbuttel | | | 4x4xSalary | | | 12.1x6.8xSalary | |
Chief Financial Officer and VP Strategy | Mark Isto | | | 2x2xSalary | | | 4.7x19.2xSalary | |
VP Corporate Development | Daniel Breeze | | | 2x2xSalary | | | 1.9x1.1xSalary | |
VP Operations | Paul Libner | | | 2x2xSalary | | | 4.2x6.7xSalary | |
VP, General Counsel and Secretary | Randy Shefman | | | 2x2xSalary | | | 2.2x13.6xSalary | |
Tax Deductibility
CLAWBACK POLICY
Our incentive compensation recoupment policy, or clawback policy, applies to all cash and equity-based incentive compensation, whether vested or unvested, paid to our executives and includes separate triggers for material financial restatements and improper conduct, including a failure to report. The policy provides that, if we undertake a material accounting restatement, the Board may, in its sole discretion after evaluating the associated costs and benefits, recoup or take other action regarding any incentive compensation paid or granted during the previous three years to any executive that was in excess of Compensationwhat would have been paid or granted to the 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 benefits, recoup or take other action regarding any incentive compensation paid or granted during the previous three years to that executive. For purposes of the 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.
TAX DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a limit onlimits the amount that a public company maycan deduct for compensation paid to certain covered executives in any one year to the Company’s Chief Executive Officer and certain other NEOs.excess of $1 million. Prior to passage and signing of the Tax Reform and Jobs Act of 2017 (the “Tax Act”),2018, the limitation did not apply to certain
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
performance-based compensation. This performance-based exception was repealed for awards granted after November 2, 2017, such that total compensation 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. Nowcertain grandfather provisions. Going forward, we expect that the exemption for performance-basedexecutive compensation has been repealed by the TaxAct, the CNG Committee expects that compensation granted for or paid in 2019 and future tax years will not be fully deductible for income tax purposes. The CNG Committee intends to maintain the pay-for-performance alignment of our incentive compensation programs and believes the interests of our stockholders are best served by not limiting the CNG Committee’s discretion and flexibility in crafting compensation plans and arrangements, even though some compensation awards may result in non-deductible compensation expenses.
POST-TERMINATION COMPENSATION
Table of Contents
PROPOSAL 2
Post-Termination Compensation
The Company doesWe do not provide pension or other retirement benefits apart from the SARSEP Plan, 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 4649 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.Risk Assessmentin a change of Compensation Policiescontrol.
RISK ASSESSMENT OF COMPENSATION POLICIES AND PRACTICES
We conducted an assessment of our 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 strong 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.
In conducting this review, we considered the following attributes of our programs:
•
Mix of base salary, and attractive short-short-term incentive awards, and long-term incentives that: (a) are based upon achievement of many of the same Performance Measuresequity compensation
•
Alignment between performance measures used under performance-based compensation and performance measures used by theour Board of Directors to chart our corporate strategy and evaluate the Company’s success in achieving that strategy; (b) use multiple Performance Measures
•
Multiple performance measures under short-term incentive awards to avoid placing excessive emphasis on any single measure;measure
•
Capped payout levels for short-term incentives and (c) provide opportunityperformance share awards
•
CNG Committee discretion to adjust compensation downward to reflect performance or other factors
•
Current equity vesting periods of up to three years designed to reward high-performing executives and key employees who drive long-term stockholder value
•
Benchmarking of compensation levels to ensure programs are consistent with industry practices
•
Internal controls that serve to preclude decisionmakers from taking excessive risk to earn higher-than-targetthe incentives provided under our compensation through consistent superior corporate and individual performance. Management and the plans
•
CNG Committee believeoversight of compensation programs
•
Stock ownership guidelines that align the executive compensation program provides strong incentives to manageinterests of executives with those of our stockholders generally
•
Clawback policy allowing for the long term while avoiding excessive risk-taking in the short term.recoupment of executive incentive compensation for material restatements or serious misconduct
Executive Compensation Tables | 2021 PROXY STATEMENT | | | 51 | |
Summary Compensation Table
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table provides information regarding the compensation of
the Company’sour NEOs for fiscal years
2019, 2018,2021, 2020, and
2017.| 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 | | 2019 | | 800,000 | | — | | | 900,000 | | 1,408,258 | | 732,791 | | 33,939 | | 3,874,988 |
| President and Chief | | 2018 | | 750,000 | | — | | | 750,000 | | 1,552,322 | | 820,850 | | 32,738 | | 3,905,910 |
| Executive Officer | | 2017 | | 720,000 | | — | | | 733,000 | | 1,172,404 | | 638,386 | | 31,389 | | 3,295,179 |
| William Heissenbuttel | | 2019 | | 502,000 | | — | | | 432,000 | | 539,175 | | 278,755 | | 32,784 | | 1,784,714 |
| Chief Financial Officer | | 2018 | | 485,000 | | — | | | 355,000 | | 558,778 | | 295,351 | | 37,370 | | 1,731,499 |
| and Vice President Strategy | | 2017 | | 470,000 | | — | | | 345,000 | | 486,947 | | 265,195 | | 38,389 | | 1,605,531 |
| Dan Breeze(4) | | 2019 | | 350,000 | | — | | | 151,000 | | 214,248 | | 100,065 | | 17,119 | | 832,432 |
| Vice President | | | | | | | | | | | | | | | | | |
| Corporate Development | | | | | | | | | | | | | | | | | |
| RGLD Gold AG | | | | | | | | | | | | | | | | | |
| Mark Isto(5) | | 2019 | | 430,000 | | — | | | 366,000 | | 465,306 | | 240,416 | | 33,387 | | 1,535,109 |
| VP Operations | | 2018 | | 390,000 | | — | | | 276,000 | | 524,531 | | 277,374 | | 30,601 | | 1,498,506 |
| Royal Gold Corporation | | 2017 | | 350,000 | | — | | | 266,000 | | 426,390 | | 232,162 | | 13,446 | | 1,287,998 |
| Bruce C. Kirchhoff | | 2019 | | 414,000 | | — | | | 355,000 | | 385,741 | | 198,662 | | 32,686 | | 1,386,089 |
| Vice President, General Counsel | | 2018 | | 400,000 | | 10,000 | (6) | | 289,000 | | 434,655 | | 229,864 | | 32,171 | | 1,395,690 |
| and Secretary | | 2017 | | 386,000 | | — | | | 287,000 | | 399,907 | | 217,282 | | 31,074 | | 1,321,263 |
| | Name and Principal
Position | | | Year
(Fiscal) | | | Salary
($) | | | Bonus
($) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Stock
Awards(1)
($) | | | Option
Awards(2)
($) | | | All Other
Compensation(3)
($) | | | Total
($) | |
| | William Heissenbuttel President and CEO | | | | | 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 | | |
| | Mark Isto(4)
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 | | |
| | Daniel Breeze(5)
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 | | |
| | Paul Libner
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 | | |
| | Randy Shefman
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 | | |
(1)
Amounts represent the 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 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. Performance shares are shown at 100% of target performance. The grant date fair values of the performance shares, assuming target and maximum performance, were as follows:
| | | | | Grant Date Fair Value of
Performance Award | |
| ��� | Name | | | At Target
($) | | | At Maximum
($) | |
| | William Heissenbuttel | | | | | 504,252 | | | | | | 1,008,504 | | |
| | Mark Isto | | | | | 266,565 | | | | | | 533,130 | | |
| | Daniel Breeze | | | | | 203,256 | | | | | | 406,512 | | |
| | Paul Libner | | | | | 176,599 | | | | | | 353,198 | | |
| | Randy Shefman | | | | | 148,832 | | | | | | 297,664 | | |
(2)
Amounts represent the grant date fair value of stock options and SARs granted during the applicable fiscal year, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 9 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 2021.
48 | 52 | | | ROYAL GOLD, INC. | 2019 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
(3)
Amounts for fiscal year 2021 include the following:
| | Name | | | Employer Retirement
Plan Contributions
($) | | | Life and Disability
Insurance Premiums
($) | | | Long-Term Disability
Insurance Premiums
($) | | | Total All Other
Compensation
($) | |
| | William Heissenbuttel | | | | | 31,267 | | | | | | 864 | | | | | | 825 | | | | | | 32,956 | | |
| | Mark Isto | | | | | 32,079 | | | | | | 2,295 | | | | | | 2,263 | | | | | | 36,637 | | |
| | Daniel Breeze | | | | | 42,877 | | | | | | — | | | | | | — | | | | | | 42,877 | | |
| | Paul Libner | | | | | 38,321 | | | | | | 864 | | | | | | 825 | | | | | | 40,010 | | |
| | Randy Shefman | | | | | 29,030 | | | | | | 864 | | | | | | 825 | | | | | | 30,719 | | |
(4)
Mr. Isto’s cash compensation is paid in Canadian dollars. The amounts shown are the U.S. dollar equivalent. 2021 amounts are based on a conversion rate of 1 Canadian dollar to 0.78 U.S. dollars. Mr. Isto’s 2021 salary in this table differs from the amount shown in the table on page 40 due to changes in the conversion rate.
(5)
Mr. Breeze’s cash compensation is paid in Swiss francs. The amounts shown are the U.S. dollar equivalent. 2021 amounts are based on a conversion rate of 1 Swiss franc to 1.10 U.S. dollars.
| | 2021 PROXY STATEMENT | | | 53 | |
Table of Contents
PROPOSAL 2(1)
| Amounts shown reflect the total grant date fair value of restricted stock awards/units and performance stock awards, determined in accordance with ASC 718, made during fiscal years 2019, 2018, and 2017. Performance stock awards made in fiscal years 2017 through 2019 are shown at 100% of target performance. The fair value of the performance stock awards on the date of grant made during fiscal year 2019 assuming target and highest level of payout of performance shares was as follows:
|
| Grant Date Value of
Performance Award |
| Name | At Target
($) | At Maximum
($) |
| Tony Jensen | 754,548 | 1,509,097 |
| William Heissenbuttel | 288,884 | 577,768 |
| Dan Breeze | 112,680 | 225,360 |
| Mark Isto | 249,217 | 498,433 |
| Bruce C. Kirchhoff | 206,962 | 413,924 |
| Amounts shown do not represent cash payments made to the individuals, amounts realized or amounts that may be realized. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on August 8, 2019, for a discussion on the valuation of the restricted stock and performance stock awards. |
(2)
| Amounts shown reflect the total grant date fair value of stock options and SARs, determined in accordance with ASC 718 using the Black-Scholes-Merton option-pricing model, awarded during fiscal years 2019, 2018 and 2017. Amounts shown do not represent cash payments made to the individuals, amounts realized, or amounts that may be realized. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on August 8, 2019, for a discussion of the assumptions used in valuation of stock option and SARs awards. |
(3)
| All Other Compensation includes the following:
|
| Name | | Year
(fiscal) | | Employer SARSEP
Contributions
($) | | Life and Accidental
Death & Dismemberment
Insurance Premiums
($) | | Long-Term Disability
Insurance Premiums
($) | | Total All Other
Compensation
($) |
| Tony Jensen | | 2019 | | 32,250 | | 864 | | 825 | | 33,939 |
| | 2018 | | 31,049 | | 864 | | 825 | | 32,738 |
| | 2017 | | 29,700 | | 864 | | 825 | | 31,389 |
| William Heissenbuttel | | 2019 | | 31,095 | | 864 | | 825 | | 32,784 |
| | 2018 | | 35,681 | | 864 | | 825 | | 37,370 |
| | 2017 | | 36,700 | | 864 | | 825 | | 38,389 |
| Dan Breeze | | 2019 | | 17,119 | | — | | — | | 17,119 |
| Mark Isto | | 2019 | | 29,473 | | 1,970 | | 1,944 | | 33,387 |
| | 2018 | | 26,862 | | 1,963 | | 1,776 | | 30,601 |
| | 2017 | | 10,278 | | 1,656 | | 1,512 | | 13,446 |
| Bruce C. Kirchhoff | | 2019 | | 30,997 | | 864 | | 825 | | 32,686 |
| | 2018 | | 35,681 | | 864 | | 825 | | 32,171 |
| | 2017 | | 29,385 | | 864 | | 825 | | 31,074 |
(4)
| Mr. Breeze was not considered a Named Executive Officer until January 1, 2019. Mr. Breeze’s salary and non-equity incentive plan compensation are paid in Swiss Francs (“CHF”). The amounts shown are the United States Dollar (“USD”) equivalent. The CHF to USD conversion rate for fiscal year 2019 salary and non-equity incentive plan compensation was 1.00, based on the average foreign exchange (“FX”) rates for the period January 1, 2019 through July 31, 2019. |
(5)
| Mr. Isto’s salary and non-equity incentive plan compensation are paid in Canadian Dollars (“CAD”). The amounts shown are the USD equivalent. The CAD to USD conversion rate for fiscal year 2019 salary and non-equity incentive plan compensation was 0.76, based on the average 30-day FX rates for the period ending July 31, 2018 (salary) and July 31, 2019 (non-equity incentive plan compensation). |
(6)
| Represents a cash award of $10,000 for Mr. Kirchhoff’s role in preparing the Voisey’s Bay litigation for trial in the first quarter of fiscal year 2019. |
The Company provides a SARSEP Plan (US employees), Group RRSP (Canadian employees), and Pension Plan (Swiss employees), and life and disability benefits to all of its employees. The Company matches employee contributions to the SARSEP Plan, Group RRSP, and Pension Plan up to 7% of an individual’s aggregate annual salary and short-term incentive, subject to limits (see2: ADVISORY VOTE ON EXECUTIVE COMPENSATION“Benefit Programs”on page 47).
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2021
Table of Contents
PROPOSAL 2
Grants of Plan-Based Awards in Fiscal Year 2019
This table provides information regarding stock-based awards granted to or modified for our NEOs during fiscal year 20192021.
| | | | | | | | | | | | | | Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards(1) | | | Estimated Future
Payouts Under
Equity Incentive
Plan Awards(2) | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#) | | | Exercise or
Base Prices
of Option
Awards
($/sh) | | | Grant Date
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 | | |
(1)
Represents potential amounts payable under annual short-term incentive awards for fiscal year 2021. Actual amounts earned by NEOs are reported in the Summary Compensation Table.
(2)
Represents performance shares that vest and pay out in shares of our common stock upon achievement of corporate performance goals tied to
net GEOs or TSR within three or five years, respectively, of August 18, 2020. If performance goals are not met, the
NEOs.| Name | | Grant Date | | Estimated Future
Payouts Under
Equity Incentive
Plan Awards(1) |
| All Other Stock
Awards: Number
of Shares of
Stock or Units(2) | | All Other Option
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) |
| Target | | Maximum |
| (#) | | (#) | | (#) | | (#) | | ($/sh) | | ($) |
| Tony Jensen | | | | 13,125 | | 26,250 | | | | | | | | | 754,548 |
| | 8/21/2018 | | | | | | 8,410 | | | | | | | 653,709 |
| | | | | | | | | | | 28,010 | | 77.73 | | 732,791 |
| William Heissenbuttel | | | | 5,025 | | 10,050 | | | | | | | | | 288,884 |
| | 8/21/2018 | | | | | | 3,220 | | | | | | | 250,291 |
| | | | | | | | | | | 10,720 | | 77.73 | | 278,755 |
| Dan Breeze | | | | 1,800 | | 3,600 | | | | | | | | | 112,680 |
| | 01/02/2019 | | | | | | 1,200 | * | | | | | | 101,568 |
| | | | | | | | | | | 3,500 | | 84.64 | | 100,065 |
| Mark Isto | | | | 4,335 | | 8,670 | | | | | | | | | 249,217 |
| | 8/21/2018 | | | | | | 2,780 | * | | | | | | 216,089 |
| | | | | | | | | | | 9,260 | | 77.73 | | 240,416 |
| Bruce C. Kirchhoff | | | | 3,600 | | 7,200 | | | | | | | | | 206,962 |
| | 8/21/2018 | | | | | | 2,300 | | | | | | | 178,779 |
| | | | | | | | | | | 7,670 | | 77.73 | | 198,662 |
(3)
Represents restricted stock or restricted stock units that vest based on continued service. The awards vest ratably over three years commencing on August 18, 2023. Shares of restricted stock are issued and outstanding shares of common stock with voting and dividend rights. Restricted stock units are not issued and outstanding shares upon which the grantee may vote or receive dividends; however, grantees are entitled to a cash payment (or dividend equivalent) in the amount of declared dividends at the time dividends are paid.
(4)
Represents incentive stock options and stock appreciation rights that vest ratably over three years commencing on August 18, 2021.
(5)
Represents the grant date fair value of awards at target calculated in accordance with financial statement reporting rules.
* | Represents restricted stock units. |
(1)54 | 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 expire. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on August 8, 2019, 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 $77.73 for each of the NEOs other than Mr. Breeze, and $84.64 for Mr. Breeze. Performance stock awards are not issued and outstanding shares upon which NEOs may vote or receive dividends. |
(2) | Represents (i) shares of performance-based restricted stock awarded to each NEO other than Messrs. Breeze and Isto that vest based on continued service after meeting a threshold corporate performance goal, and (ii) shares of performance-based restricted stock units awarded on the same terms and conditions to Messrs. Breeze and Isto. The closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on the date of grant was $77.73 for each of the NEOs other than Mr. Breeze, and $84.64 for Mr. Breeze. Shares of restricted stock and restricted stock units granted during fiscal year 2019 will vest ratably over three years commencing on the third anniversary of the grant date. Accordingly, one-third of the shares awarded to Messrs. Jensen, Heissenbuttel, Isto and Kirchhoff will vest on August 21 of each of the years 2021, 2022 and 2023. Similarly, one-third of the units awarded to Mr. Breeze will vest on January 2 of each of the years 2022, 2023 and 2024. Shares of restricted stock are issued and outstanding shares of common stock which have voting rights and upon which the NEOs other than Messrs. Breeze and Isto received dividends calculated at the same rate paid to other stockholders. Restricted stock units awarded to Messrs. Breeze and Isto do not entitle them to vote or receive dividends, although they receive a cash payment (or dividend equivalent) in the amount of declared dividends at the time dividends are paid. |
(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 awarded to Mr. Jensen, Heissenbuttel, Isto and Kirchhoff will become exercisable on August 21 of each of the years 2019, 2020 and 2021. Amounts for Messrs. Jensen, Heissenbuttel, Isto and Kirchhoff include SARs awards representing 26,724, 9,434, 7,974 and 6,384 shares, respectively, and 1,286 stock option awards for each individual. One-third of the SARs awarded to Mr. Breeze will become exercisable on January 2 of each of the years 2020, 2021 and 2022. The amount shown for Mr. Breeze does not include a stock option award. |
(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) | 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. |
50 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT | |
Table of Contents
PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATIONOutstanding Equity Awards at 2019 Fiscal Year End
OUTSTANDING EQUITY AWARDS AT THE END OF FISCAL
YEAR 2021
This table provides information about the total outstanding stock options, SARs,
shares of restricted
stockshares, and performance
stock awardsshares for each of
theour NEOs as of June 30,
2019. | | 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)
($) | | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested(4)
(#) | | Equity
Incentive
Plan Awards:
Market
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(5)
($) |
| Tony Jensen | | — | | 7,153 | (6) | | 83.29 | | 8/16/2026 | | | | | | | | | | |
| | — | | 17,047 | (7) | | 87.42 | | 8/23/2027 | | | | | | | | | | |
| | — | | 28,010 | (8) | | 77.73 | | 8/21/2028 | | | | | | | | | | |
| | | | | | | | | | | 3,600 | (9) | | 368,964 | | | | | |
| | | | | | | | | | | 8,484 | (10) | | 869,525 | | | | | |
| | | | | | | | | | | 7,590 | (11) | | 777,899 | | | | | |
| | | | | | | | | | | 9,320 | (12) | | 955,207 | | | | | |
| | | | | | | | | | | 8,410 | (13) | | 861,941 | | | | | |
| | | | | | | | | | | | | | | | 8,750 | (14) | | 896,788 |
| | | | | | | | | | | | | | | | 8,750 | (15) | | 896,788 |
| | | | | | | | | | | | | | | | 104 | (16) | | 10,659 |
| | | | | | | | | | | | | | | | 3,601 | (17) | | 369,066 |
| | | | | | | | | | | | | | | | 7,890 | (18) | | 808,646 |
| | | | | | | | | | | | | | | | 9,680 | (19) | | 992,103 |
| | | | | | | | | | | | | | | | 9,680 | (20) | | 992,103 |
| William Heissenbuttel | | 17,386 | | — | | | 56.54 | | 8/20/2025 | | | | | | | | | | |
| | 5,947 | | 2,973 | (6) | | 83.29 | | 8/16/2026 | | | | | | | | | | |
| | 3,067 | | 6,133 | (7) | | 87.42 | | 8/23/2027 | | | | | | | | | | |
| | — | | 10,720 | (8) | | 77.73 | | 8/21/2028 | | | | | | | | | | |
| | | | | | | | | | | 1,400 | (9) | | 143,486 | | | | | |
| | | | | | | | | | | 3,473 | (10) | | 355,948 | | | | | |
| | | | | | | | | | | 3,150 | (11) | | 322,844 | | | | | |
| | | | | | | | | | | 3,350 | (12) | | 343,342 | | | | | |
| | | | | | | | | | | 3,220 | (13) | | 330,018 | | | | | |
| | | | | | | | | | | | | | | | 3,350 | (14) | | 343,342 |
| | | | | | | | | | | | | | | | 3,350 | (15) | | 343,342 |
| | | | | | | | | | | | | | | | 42 | (16) | | 4,305 |
| | | | | | | | | | | | | | | | 1,497 | (17) | | 153,428 |
| | | | | | | | | | | | | | | | 3,280 | (18) | | 336,167 |
| | | | | | | | | | | | | | | | 3,490 | (19) | | 357,690 |
| | | | | | | | | | | | | | | | 3,490 | (20) | | 357,690 |
| Dan Breeze | | — | | 3,500 | (21) | | 84.64 | | 1/2/2029 | | | | | | | | | | |
| | | | | | | | | | | 1,200 | (22) | | 122,988 | | | | | |
| | | | | | | | | | | | | | | | 1,200 | (23) | | 122,988 |
| | | | | | | | | | | | | | | | 1,200 | (24) | | 122,988 |
| | | | | | | | | | | Option Awards | | | Stock Awards | |
| | Name | | | Grant Date | | | 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(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 | | |
www.royalgold.com | 2021 PROXY STATEMENT | 51 | | 55 | |
Table of Contents
PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATION | | 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 | | | | | | | | | | |
| | 5,000 | | — | | | 56.54 | | 8/20/2025 | | | | | | | | | | |
| | 5,207 | | 2,603 | (6) | | 83.29 | | 8/16/2026 | | | | | | | | | | |
| | 2,880 | | 5,760 | (7) | | 87.42 | | 8/23/2027 | | | | | | | | | | |
| | — | | 9,260 | (8) | | 77.73 | | 8/21/2028 | | | | | | | | | | |
| | | | | | | | | | | 833 | (25) | | 85,374 | | | | | |
| | | | | | | | | | | 3,333 | (10) | | 341,599 | | | | | |
| | | | | | | | | | | 2,760 | (11) | | 282,872 | | | | | |
| | | | | | | | | | | 3,150 | (12) | | 322,844 | | | | | |
| | | | | | | | | | | 2,780 | (13) | | 284,922 | | | | | |
| | | | | | | | | | | | | | | | 2,890 | (14) | | 296,196 |
| | | | | | | | | | | | | | | | 2,890 | (15) | | 296,196 |
| | | | | | | | | | | | | | | | 38 | (16) | | 3,895 |
| | | | | | | | | | | | | | | | 1,310 | (17) | | 134,262 |
| | | | | | | | | | | | | | | | 2,870 | (18) | | 294,146 |
| | | | | | | | | | | | | | | | 3,270 | (19) | | 335,142 |
| | | | | | | | | | | | | | | | 3,270 | (20) | | 335,142 |
| Bruce C. Kirchhoff | | 4,873 | | 2,437 | (6) | | 83.29 | | 8/16/2026 | | | | | | | | | | |
| | 2,387 | | 4,773 | (7) | | 87.42 | | 8/23/2027 | | | | | | | | | | |
| | — | | 7,670 | (8) | | 77.73 | | 8/21/2028 | | | | | | | | | | |
| | | | | | | | | | | 1,400 | (9) | | 143,486 | | | | | |
| | | | | | | | | | | 2,891 | (10) | | 296,299 | | | | | |
| | | | | | | | | | | 2,590 | (11) | | 265,449 | | | | | |
| | | | | | | | | | | 2,610 | (12) | | 267,499 | | | | | |
| | | | | | | | | | | 2,300 | (13) | | 235,727 | | | | | |
| | | | | | | | | | | | | | | | 2,400 | (14) | | 245,976 |
| | | | | | | | | | | | | | | | 2,400 | (15) | | 245,976 |
| | | | | | | | | | | | | | | | 35 | (16) | | 3,587 |
| | | | | | | | | | | | | | | | 1,227 | (17) | | 125,755 |
| | | | | | | | | | | | | | | | 2,690 | (18) | | 275,698 |
| | | | | | | | | | | | | | | | 2,710 | (19) | | 277,748 |
| | | | | | | | | | | | | | | | 2,710 | (20) | | 277,748 |
| | | | | | | | | | | Option Awards | | | Stock Awards | |
| | Name | | | Grant Date | | | 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(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 | | |
(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)56 | Represents 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 $102.49, the closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on June 28, 2019, and the outstanding number of shares of restricted stock. |
(4) | Represents maximum TSR and GEO performance shares awarded beginning in August 2015, which will vest upon achievement of target performance or market objectives within three or five years of the grant date, respectively. If target performance or market objectives are not met within three or five years of the grant, the performance stock awards will be forfeited. |
52 | | ROYAL GOLD, INC. | 2019 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
| | | | | | | | | | | Option Awards | | | Stock Awards | |
| | Name | | | Grant Date | | | Number of
Securities
Underlying
Unexercised
Options(1)
(#)
Exercisable | | | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable | | | Option
Exercise
Price
($) | | | 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)
($) | | | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
(#) | | | Equity
Incentive
Plan Awards:
Market
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(3)
($) | |
| | 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 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
| | | | | | | | | | | Option Awards | | | Stock Awards | |
| | Name | | | Grant Date | | | 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(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 | | |
Represents stock options and SARs that vest ratably over three years commencing on the first anniversary of Contentsthe grant date.
(2)
Represents restricted stock or restricted stock units that vest ratably over three years commencing on the third anniversary of the grant date.
(3)
Market value is based on the closing price of our common stock on June 30, 2021 ($114.10).
(4)
Represents maximum TSR and GEO performance shares, which vest based on achievement of preestablished performance goals within three or five years of the grant date, respectively. If the goals are not met during the vesting period, the performance shares expire unvested.
PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATION(5) | Payout value is based on a stock price of $102.49, the closing price on the Nasdaq Global Select Market on June 28, 2019, 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 16, 2019. |
(7) | Two-third of these stock options and SARs became exercisable in equal parts on August 23, 2018, and 2019 the remaining one-third will vest on August 23, 2020. Amounts include 762 stock options and 16,285 SARs for Mr. Jensen; 762 stock options and 5,371 SARs for Mr. Heissenbuttel; 762 stock options and 4,998 SARs for Mr. Isto; and 762 stock options and 4,011 SARs for Mr. Kirchhoff. |
(8) | One-third of these stock options and SARs became exercisable on August 21, 2019 and the remaining two-thirds will vest in equal parts on each of August 21, 2020 and 2021. Amounts include 1,286 stock options and 26,724 SARs for Mr. Jensen; 1,286 stock options and 9,434 SARs for Mr. Heissenbuttel; 1,286 stock options and 7,974 SARs for Mr. Isto; and 1,286 stock options and 6,384 SARs for Mr. Kirchhoff. Mr. Breeze did not receive stock options. |
(9) | The shares vested on August 26, 2019. |
(10) | One-half of the shares vested on August 20,2019. |
(11) | One-third of the shares vested on August 16, 2019; the remaining two-thirds will vest in equal parts on each of August 16, 2020 and 2021. |
(12) | One-third of the shares will vest on each of August 23, 2020, 2021 and 2022. |
(13) | One-third of the shares will vest on each of August 21, 2021, 2022 and 2023. |
(14) | Awards will expire on August 21, 2023, if the vesting requirements are not met. |
(15) | Awards will expire on August 21, 2021, if the vesting requirements are not met. |
(16) | Awards will expire on August 20, 2020, if the vesting requirements are not met. |
(17) | Awards will expire on August 16, 2021, if the vesting requirements are not met. |
(18) | Awards will expire on August 16, 2019, if the vesting requirements are not met. |
(19) | Awards will expire on August 23, 2022, if the vesting requirements are not met. |
(20) | Awards will expire on August 23, 2020, if the vesting requirements are not met. |
(21) | These SARs will vest and become exercisable in three equal parts beginning on January 2, 2020, 2021 and 2022. |
(22) | One-third of the shares will vest on each of January 2, 2022, 2023 and 2024. |
(23) | Awards will expire on January 2, 2024, if the vesting requirements are not met. |
(24) | Awards will expire on January 2, 2022, if the vesting requirements are not met. |
(25) | These shares will vest on January 5, 2020. |
Fiscal Year 2019 Option Exercises and Stock Vested
FISCAL YEAR 2021 OPTION EXERCISES AND STOCK VESTED
This table provides information on
option exercises and the vesting of
restricted shares
of restricted stock orand performance
stock awardsshares for each of
theour NEOs during fiscal year
2019.| | | 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)
($) |
| Tony Jensen | | 35,736 | | 2,109,457 | | 17,914 | | 1,397,920 |
| William Heissenbuttel | | | | | | 7,023 | | 547,873 |
| Dan Breeze | | | | | | | | |
| Mark Isto | | | | | | 4,471 | | 350,955 |
| Bruce C. Kirchhoff | | 16,187 | | 839,885 | | 6,315 | | 492,863 |
(1) | Value realized upon exercise of option awards was computed by subtracting the closing price of the underlying Royal Gold common stock on the date of grant from the market price on the date of exercise and multiplying that number by the number of stock options exercised (or the calculated number of shares received upon a SARs exercise). |
(2) | Value realized upon vesting of restricted stock and performance stock awards was computed by multiplying the closing price of the underlying Royal Gold common stock on the Nasdaq Global Select Market on the date that the restricted stock and performance stock awards vested, by the number of restricted stock and performance stock awards that vested. |
Table2021. None of Contents
PROPOSAL 2
Potential Payments Upon Terminationour NEOs exercised stock options or ChangeSARs during fiscal year 2021.
| | | | | Stock Awards | |
| | Name | | | Number of Shares
Acquired on
Vesting
(#) | | | Value Realized
on Vesting(1)
($) | |
| | 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 | | |
(1)
Value was calculated by multiplying the number of
ControlOther Employee Benefits
The Company provides certain life, long-term disability, and other insurance benefits to allshares that vested by the closing market price of its employees. Each ofour common stock on the NEOs shown below would be entitled to certain of these benefits upon termination for death or disability.
vesting date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
The table below shows the estimated payments and benefits
for 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,
2019, the last business day2021. The value of
our 2019 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 Marketcase of an 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 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 table, “involuntary termination” includes an involuntary termination of employment by us without cause, a termination of employment by the executive 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
June 28, 2019, which was $102.49.POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Name | | Cash
Compensation
($) | | Value of
Medical
Insurance
Continuation
($) | | Combined Awards under the
2004 LTIP and the 2015 LTIP | | Total
($) |
Restricted
Stock
($) | | Stock Options
and SARs
($) | | Performance
Stock Awards
($) |
| Tony Jensen | | | | | | | | | | | | |
| Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement | | 1,594,333 | | — | | 1,976,343 | | — | | — | | 3,570,676 |
| Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control | | 3,985,833 | | 18,509 | | 3,833,536 | | — | | 3,405,486 | | 11,243,365 |
| William Heissenbuttel | | | | | | | | | | | | |
| Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement | | 862,333 | | — | | 782,680 | | 959,289 | | — | | 2,604,302 |
| Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control | | 1,319,000 | | 25,222 | | 1,495,637 | | 959,289 | | 1,286,198 | | 5,085,346 |
| Daniel Breeze(1) | | | | | | | | | | | | |
| Involuntary Termination or Voluntary Termination for Good Reason | | 29,167 | | — | | 20,087 | | — | | — | | 49,253 |
| Involuntary Termination or Voluntary Termination for Good Reason with Change of Control | | 751,500 | | — | | 122,988 | | — | | 122,988 | | 997,476 |
| Mark Isto | | | | | | | | | | | | |
| Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement | | 732,667 | | — | | 670,877 | | 464,726 | | — | | 1,868,270 |
| Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control | | 1,099,000 | | 11,281 | | 1,317,611 | | 464,726 | | 847,490 | | 3,740,109 |
| Bruce C. Kirchhoff | | | | | | | | | | | | |
| Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement | | 727,667 | | — | | 659,464 | | 129,533 | | — | | 1,516,664 |
| Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control | | 1,091,500 | | 24,562 | | 1,208,460 | | 129,533 | | 1,064,461 | | 3,518,515 |
| | 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
($) | |
| | William Heissenbuttel Involuntary
Termination without a
Change of Control | | | | | 1,179,667 | | | | | | — | | | | | | 1,667,612 | | | | | | 129,914 | | | | | | 104,397 | | | | | | 3,091,590 | | |
| | Involuntary Termination with a Change of Control | | | | | 2,949,167 | | | | | | 29,702 | | | | | | 1,667,612 | | | | | | 129,914 | | | | | | 3,047,497 | | | | | | 7,833,892 | | |
| | Mark Isto Involuntary Termination without a Change of Control | | | | | 876,533 | | | | | | — | | | | | | 618,898 | | | | | | 112,238 | | | | | | 59,072 | | | | | | 1,666,741 | | |
| | Involuntary Termination with a Change of Control | | | | | 1,314,800 | | | | | | 13,132 | | | | | | 1,210,601 | | | | | | 112,238 | | | | | | 2,151,241 | | | | | | 4,802,012 | | |
(1) | Mr. Breeze’s Employment Agreement is of indefinite term, and termination for non-renewal is not possible.2021 PROXY STATEMENT | | | 59 | |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
| | Name | | | Cash
Compensation
($) | | | Value of
Medical
Insurance
Continuation
($) | | | Value of Accelerated Vesting
of Outstanding Equity Awards | | | Total
($) | |
| | Restricted
Stock
($) | | | Stock Options
and SARs
($) | | | Performance
Stock Awards
($) | |
| | Daniel Breeze(1) Involuntary Termination without a Change of Control | | | | | 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 | | |
| | Paul Libner Involuntary Termination without a Change of Control | | | | | 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 | | |
| | Randy Shefman Involuntary Termination without a Change of Control | | | | | 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 | | |
(1)
Mr. Breeze’s Employment Agreement has an indefinite term, so termination for non-renewal is not possible.
54 | 60 | | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT | |
Table of Contents
PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATIONOther Compensation Matters |
Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we provide the following information regarding the
OTHER COMPENSATION MATTERS
CEO PAY RATIO
The ratio of
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
2019:● | Mr. Jensen’s annual total compensation for fiscal year 2019, as reported in the Summary Compensation Table on page 48 of this proxy statement, was $3,874,988; |
● | Our median compensation employee’s annual total compensation was $446,083; and |
● | The ratio of Mr. Jensen’s annual total compensation to our median compensation employee’s annual total compensation was 8.7 |
2021 was 11.3 to 1.
We identified our median
compensationcompensated employee by examining total cash compensation (salary and short-term cash incentive) paid for fiscal year
20192021 to all
individuals, excluding Mr. Jensen,employees who
wereemployedwere employed by us
globally on June 30,
2019, the last day of our fiscal year. We examined all 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
2019,2021 and (b) applied the average fiscal year
20192021 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 long-term incentive awards.
After identifying the median
compensationcompensated employee, we determined the annual total compensation for
suchthat employee using the same methodology
employed for Mr. Jensen andused to calculate our
NEOsexecutives’ annual total compensation as set forth in the Summary Compensation Table.
We believe the abovethis CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
www.royalgold.com | 2021 PROXY STATEMENT | 55 | | 61 | |
PROPOSAL 3: RATIFICATION APPOINTMENT OF PUBLIC ACCOUNTING FIRM
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR FISCAL STUB PERIOD ENDING DECEMBER 31, 2021
Table| | Our Board recommends you vote FOR this proposal | | | | |
On August 9, 2021, our Board approved a change to our fiscal year end from June 30 to December 31, effective as of
Contents | PROPOSAL 3
RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS FOR 2020 | |
| The Board of Directors unanimously recommends a voteFORthe Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounts of the Company |
TheDecember 31, 2021. To complete the change, we are using a six-month fiscal stub period from July 1, 2021, to December 31, 2021.
Our AF Committee
and 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
audit the consolidated financial statements of the Companystockholders for
the fiscal year ending June 30, 2020.The ratification of the appointment of Ernst & Young LLP is submitted to the stockholders because the AF Committee and the Board of Directors believe this to be good corporate practice. Should thegovernance. If stockholders fail todo not ratify this appointment, theour AF Committee will take the voting results under consideration.
Even if stockholders ratify the appointment of Ernst & Young LLP, 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 our stockholders.
Representatives of Ernst & Young LLP are expected to attend the
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 |
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to ratify the appointment of Ernst & Young LLP.
Independent Registered Public Accounting Firm Fees and Services
PROPOSAL 3: RATIFICATION APPOINTMENT OF PUBLIC ACCOUNTING FIRM
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
Fees for services rendered by Ernst & Young LLP for the fiscal years ended June 30,
20192021, and
2018 are2020, were as follows:
● | Audit Fees. Audit fees paid to Ernst & Young LLP were $710,748 and $609,872 for the fiscal years ended June 30, 2019 and 2018, respectively. Included in this category are fees associated with the audits 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, 2019 and 2018. |
● | Tax Fees. Tax fees paid to Ernst & Young LLP for tax-related services were $177,680 and $283,566 for the fiscal years ended June 30, 2019 and 2018, 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 2019, $101,797 was paid for tax compliance and tax return preparation services, and $75,883 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, 2019 and 2018 were $19,712 and $20,261, respectively. Included in this category are fees associated with the ongoing servicing of the Company’s global mobility policies. |
Pre-Approval Policies
| | | | | Fiscal Year 2021 | | | Fiscal Year 2020 | |
| | Audit Fees | | | | $ | 770,163 | | | | | $ | 756,252 | | |
| | Tax Fees | | | | $ | 217,023 | | | | | $ | 326,804 | | |
| | Total | | | | $ | 987,186 | | | | | $ | 1,083,066 | | |
Audit fees represent fees associated with the audits of our and
Procedurescertain 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.
Tax fees represent fees associated with tax compliance, tax return preparation, and tax consulting services.
We did not pay any audit-related or other fees to Ernst & Young LLP for fiscal years 2021 and 2020
PREAPPROVAL POLICIES AND PROCEDURES
The AF Committee has adopted a policy requiring 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 2019 fiscal year.year 2021.
56 | | AUDIT AND FINANCE COMMITTEE REPORTROYAL GOLD, INC. | 2019 PROXY STATEMENT |
Table of Contents
PROPOSAL 3
| The Audit and Finance Committee has reviewed and discussed the audited financial statements of Royal Gold for the fiscal year ended June 30, 2021, and our reporting processes, including internal control over financial reporting, with our management. The Audit and Finance Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm for fiscal year 2021, the matters required to be discussed by applicable Public Company Accounting Oversight Board and Securities and Exchange Commission 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 Audit and Finance Committee concerning independence and the Audit and Finance Committee has discussed the independence of Ernst & Young LLP with Royal Gold. Based on the review and discussions with Royal Gold’s auditors and 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 Royal Gold’s Annual Report |
The Audit and Finance Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended June 30, 2019, and the Company’s reporting processes, including internal controls 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 2019, the matters required to be discussed by the applicable Public Company Accounting Oversight Board standards. The Audit and Finance Committee also has 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 Committeeconcerning 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, 2019 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 | | | 63 | |
STOCK OWNERSHIP INFORMATION STOCK OWNERSHIP
INFORMATIONTable of Contents
Security Ownership of Certain Beneficial Owners and Management |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership, as of September
23, 2019,20, 2021, or such other date noted below, of
the Company’sour common stock by each
Director, each of the Company’s NEOs, by all of the Company’s Directors and executive officers as a group,director, director nominee, NEO, and beneficial
ownersowner of more than 5% of
the Company’s Common Stock, who are knownto usour common stock, based
uponon our review of documents filed with the 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 Owned | | Percent
of Class |
| Tony A. Jensen | | 41,771 | (1) | | * | |
| President, Chief Executive Officer and Director | | | | | | |
| William M. Hayes | | 7,656 | | | * | |
| Chairman of the Board | | | | | | |
| C. Kevin McArthur | | 16,000 | (2) | | * | |
| Director | | | | | | |
| Jamie C. Sokalsky | | 14,356 | (2) | | * | |
| Director | | | | | | |
| Christopher M.T. Thompson | | 42,500 | (3) | | * | |
| Director | | | | | | |
| Ronald J. Vance | | 12,920 | (2) | | * | |
| Director | | | | | | |
| Sybil E. Veenman | | 6,686 | (2) | | * | |
| Director | | | | | | |
| William H. Heissenbuttel | | 110,037 | (4) | | * | |
| Chief Financial Officer and Vice President Strategy | | | | | | |
| Dan Breeze | | 2,970 | (5) | | | |
| Vice President, Corporate Development, RGLD Gold AG | | | | | | |
| Mark Isto | | 27,535 | (6) | | * | |
| Vice President Operations, Royal Gold Corporation | | | | | | |
| Bruce C. Kirchhoff | | 58,090 | (7) | | * | |
| Vice President, General Counsel and Secretary | | | | | | |
| All Directors and Executive Officers as a Group including those | | 340,521 | (8) | | * | |
| named above (11 persons) | | | | | | |
| Capital World Investors (U.S.) | | 8,026,591 | (9) | | 12.24 | % |
| 333 South Hope Street, 55thFloor Los Angeles, CA 90071 | | | | | | |
| The Vanguard Group, Inc. | | 7,230,223 | (10) | | 11.01 | % |
| 100 Vanguard Boulevard Malvern, PA 19355 | | | | | | |
| BlackRock Fund Advisors | | 6,692,212 | | | 8.52 | % |
| 55 East 52ndStreet New York, New York 10055 | | | | | | |
| Van Eck Associates Corporation | | 4,263,844 | | | 6.50 | % |
| 666 Third Avenue – 9thFloor New York, New York 10017 | | | | | | |
| | Name of Beneficial Owner | | | Number of Shares
of Common Stock
Beneficially Owned | | | Percent of
Common Stock
Outstanding | |
| | Directors, Director Nominees, and NEOs | | | | | | | | | | | | | |
| | William Heissenbuttel
President, Chief Executive Officer, and Director | | | | | 105,675(1) | | | | | | * | Less than 1% ownership | |
| | William Hayes
Chairman of the Company’s common stock.Board | | | | | 10,079(2) | | | | | | * | | |
| | Fabiana Chubbs
(1)Director | | | | | 1,299(3) | Includes 27,032 shares of restricted stock. | | | | | * | | |
| | Kevin McArthur
Director | | | | | 18,423(4) | | | | | | * | | |
| | Jamie Sokalsky
Director | | | | | 16,779(5) | | | | | | * | | |
| | Ronald Vance
Director | | | | | 15,093(6) | | | | | | * | | |
| | Sybil Veenman
Director | | | | | 9,109(7) | | | | | | * | | |
| | Mark Isto
Executive Vice President and Chief Operating Officer, Royal Gold Corporation | | | | | 21,851(8) | | | | | | * | | |
| | Daniel Breeze
Vice President Corporate Development, RGLD Gold AG | | | | | 711(9) | | | | | | * | | |
| | Paul Libner
Chief Financial Officer and Treasurer | | | | | 15,752(10) | | | | | | * | | |
| | Randy Shefman
Vice President and General Counsel | | | | | 9,075(11) | | | | | | * | | |
| | Directors, Director Nominees, and Executive Officers as a Group
(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% | | |
| | The Vanguard Group
100 Vanguard Boulevard Malvern, PA 19355 | | | | | 6,890,629(13) | | | | | | 10.5% | | |
58 | 64 | | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT | |
Table of Contents
STOCK OWNERSHIP INFORMATION
(2) | Includes 5,186 sharesName of restricted stock for Messrs. McArthur and Vance and 5,186 sharesBeneficial Owner | | | Number of restricted stock units for Ms. Veenman and Mr. Sokalsky, vesting Shares
of which shares or units is deferred until the Director’s separation from service to the Company, or separation within 12 monthsCommon Stock
Beneficially Owned | | | Percent of a change in control, in accordance with the terms and conditions of the Company’s Deferred Compensation 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 2,723 restricted stock units, vesting of which units is deferred until the Director’s separation from service to the Company, or separation within 12 months of a change in control, in accordance with the terms and conditions of the Company’s Deferred Compensation Plan for Non-Employee Directors adopted July 15, 2017. | | | | | 10.0% | | |
(4) | Includes 9,587 shares of restricted stock, 3,350 restricted stock units, 31,854 SARs, and options to purchase 4,159 shares of common stock that were exercisable as of September 23, 2019, or which become exercisable within 60 days from such date. |
(5) | Includes 2,970 restricted stock units. |
(6) | Includes 4,340 shares of restricted stock, 8,230 restricted stock units, and options to purchase 5,296 shares of common stock that were exercisable as of September 23, 2019, or which become exercisable within 60 days from such date. |
(7) | Includes 9,893 shares of restricted stock, 12,249 SARs, and options to purchase 2,391 shares of common stock that were exercisable as of September 23, 2019, or which become exercisable within 60 days from such date. |
(8) | Includes 64,640 shares of restricted stock, 24,922 restricted stock units, 44,103 SARs, and options to purchase 11,846 shares of common stock that were exercisable as of September 23, 2019, 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, 2019. As of June 30, 2019, Capital World Investors has shared dispositive power and sole voting authority over 8,026,591 shares of common stock. |
(10) | As reported by The Vanguard Group on Form 13F filed with the SEC on August 14, 2019. As of June 30, 2019, the Vanguard Group has sole dispositive power over 7,192,065 shares of common stock, shared dispositive power over 38,158 shares of common stock, and sole voting authority over 34,587 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 22, 2019. As of June 30, 2019, BlackRock has sole dispositive power over 6,692,212 shares of common stock, and sole voting authority over 6,421,804 shares of common stock. |
(12) | As reported by Van Eck Associates Corporation on Form 13F filed with the SEC on August 7, 2019. As of June 30, 2019, Van Eck Associates Corporation has sole dispositive power and sole voting authority over 4,263,844 shares of common stock.
666 Third Avenue – 9th Floor New York, New York 10017 | | | | | 4,029,400(15) | | | | | | 6.1% | | |
*
Less than 1% ownership of our common stock.
(1)
Includes (a) 21,204 shares of restricted stock and (b) 12,460 shares subject to SARs and 6,171 shares subject to stock options that were exercisable as of, or within 60 days after, September 20, 2021. Does not include shares potentially issuable under performance share awards.
(2)
Includes 649 shares of restricted stock.
(3)
Represents 1,299 restricted stock units the vesting of which is deferred under our Deferred Compensation Plan.
(4)
Includes 7,609 shares of restricted stock the vesting of which is deferred under our Deferred Compensation Plan.
(5)
Includes 5,579 restricted stock units the vesting of which is deferred under our Deferred Compensation Plan.
(6)
Includes 7,609 shares of restricted stock the vesting of which is deferred under our Deferred Compensation Plan.
(7)
Includes 7,609 restricted stock units the vesting of which is deferred under our Deferred Compensation Plan.
(8)
Includes 1,769 shares subject to SARs and 6,534 shares subject to stock options that were exercisable as of, or within 60 days after, September 20, 2021. Does not include shares potentially issuable under performance share awards or restricted stock units.
(9)
Includes 443 shares subject to SARs that were exercisable as of, or within 60 days after, September 20, 2021. Does not include shares potentially issuable under performance share awards or restricted stock units.
(10)
Includes (a) 7,490 shares of restricted stock and (b) 315 shares subject to SARs and 239 shares subject to stock options that were exercisable as of, or within 60 days after, September 20, 2021. Does not include shares potentially issuable under performance share awards.
(11)
Includes (a) 7,100 shares of restricted stock and (b) 830 shares subject to SARs and 239 shares subject to stock options that were exercisable as of, or within 60 days after, September 20, 2021. Does not include shares potentially issuable under performance share awards.
(12)
As reported by Capital World Investors on an Amendment No. 3 to Form 13G filed with the SEC on February 16,2021. Capital World Investors reported that it had sole dispositive and voting power over the reported shares.
(13)
As reported by The Vanguard Group on an Amendment No. 8 to Form 13G filed with the SEC on February 8,2021. The Vanguard Group reported that it had sole dispositive power over 6,786,934 of the shares, shared dispositive power over 103,695 of the shares, sole voting power over none of the shares, and shared voting power over 52,552 of the shares.
(14)
As reported by BlackRock, Inc. on an Amendment No. 11 to Form 13G filed with the SEC 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.
(15)
As reported by Van Eck Associates Corporation on an Amendment No. 11 to Form 13G filed with the SEC on February 11, 2021. Van Eck Associates Corporation reported that it had sole dispositive and voting power over all of the shares.
Equity Compensation Plan Information | 2021 PROXY STATEMENT | | | 65 | |
STOCK OWNERSHIP INFORMATION
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information concerning shares of
our common stock that are authorized and available for issuance under
the Company’sour equity compensation plans as of June 30,
2019.| 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
(US$)(b) | | Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c) |
| Equity compensation plans approved by stockholders(1) | | 372,919 | (2) | | $ | 77.56 | (3) | | 2,372,748 |
| Equity compensation plans not approved by stockholders(4) | | — | | | | — | | | — |
| Total | | 372,919 | | | $ | 77.56 | | | 2,372,748 |
| | 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) | |
| | Equity compensation plans approved by
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 | | |
(1)
Represents shares issuable under our 2015 Omnibus Long-Term Incentive Plan.
(2)
Includes (a) 205,898 shares issuable under outstanding stock options and stock appreciation rights, (b) 28,149 shares issuable under outstanding restricted stock units, (c) 150,158 shares issuable under outstanding performance shares (at maximum), and (d) 23,772 shares deferred under our Deferred Compensation Plan for nonemployee directors.
(3)
Weighted-average exercise price does not take into account shares issuable under restricted stock units, performance shares, or deferred shares, which do not have an exercise price.
(1) | Represents the Company’s 2004 Omnibus Long-Term Incentive Plan and the Company’s 2015 Omnibus Long-Term Incentive Plan. |
(2)66 | Includes 155,022 shares of common stock issuable upon the vesting of performance stock awards that vest upon the achievement of maximum performance objectives within the contractual life of the respective performance stock award. |
(3) | Weighted-average exercise price does not take into account shares of common stock issuable upon vesting of performance stock awards, which do not have exercise prices. |
(4) | The Company does not maintain equity compensation plans that have not been approved by its stockholders.ROYAL GOLD, INC. | |
OTHER INFORMATION
TableOTHER BUSINESS
We are not aware of
Contents
The Board of 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 FOR THE 2022 ANNUAL MEETING
We are planning to hold our 2022 annual stockholders’ meeting on May 25, 2022, and expect to deliver the proxy materials for this meeting to stockholders beginning on or about April 11, 2022. Beginning in 2022, we are moving our annual stockholders’ meeting from November to May in connection with the change in our fiscal year end from June 30 to December 31, effective as of December 31, 2021.
Stockholder Proposals for the 2020 Annual Meeting |
| | | | | |
| | Proposals to Include in Proxy* | | | Other Proposals/Proposals or Nominees to be
Presented at the Annual Meeting** | |
| | Deadline for proposal to be received by the CompanyRoyal Gold | | | On or before June 9, 2020December 12, 2021 (120 calendar days prior to anniversary of this year’sour planned mailing or delivery date) | | | Between July 23, 2020January 25, 2022, and August 22, 2020February 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: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 Bylaw requirements, which are available on our website. |
*** | If the number of Directors to be elected at the 2020 Annual Meeting is increased and there is no public announcement by the Company specifying the size of the increased Board at least 100 days before November 20, 2020 (which is the first anniversary of the 2019 Annual Meeting), the stockholder’s notice with respect to nominees for any new positions created by such increase must be received not later than 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-K |
Proposals must satisfy SEC requirements, including Rule 14a-8.
**
Proposals not submitted pursuant to SEC Rule 14a-8 and any director nominees must satisfy our Bylaw requirements, which are available on our website.
***
If the number of directors to be elected at the 2022 annual meeting is increased and there is no public announcement by us specifying the size of the increased Board at least 100 days before the annual meeting date, the stockholder’s notice with respect to nominees for any new positions created by the increase must be received not later than the close of business on the 10th day following the day on which we first make the public announcement.
ANNUAL REPORT ON FORM 10-K
Upon the written request of any record holder or beneficial owner of common stock entitled to vote at the
Annual 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 Commissionfor the fiscal year ended June 30, 2019.SEC. Requests for a copy of the
Annual Reportannual report should be
mailed, faxed, or sent via e-maildelivered to
our 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.
Stockholders Entitled to Vote as of Record Date |
STOCKHOLDERS ENTITLED TO VOTE AS OF RECORD DATE
This 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 theour Board of Directors of Royal Gold, Inc. to be voted at the 2019 Annual Meetingour 2021 virtual annual meeting of Stockholders of the Company (the “Annual Meeting”)stockholders to be held on Wednesday,November 20, 2019,17, 2021, at 9:009 a.m. MST.mountain time. Stockholders of record holding shares of the Company’sour common stock at the close of business on September 23, 201920, 2021 (the “Record Date”“record date”), are eligible to vote at the Annual Meetingvirtual annual meeting and at all postponementsany postponement and adjournments thereof.adjournment of the annual meeting. There were 65,591,90765,637,291 shares outstanding on the Record Date.record date.
Internet Availability of Proxy Materials | 2021 PROXY STATEMENT | | | 67 | |
INTERNET AVAILABILITY OF PROXY MATERIALS
We
use the SEC rules that allow us towill furnish
our proxy materials through a “notice and access” model via the
internet.internet in accordance with SEC rules. On or about October
7, 2019,4, 2021, we will furnish a
“Notice“notice of
Internet Availability”internet availability” to our stockholders of record containing instructions on how to
accesstheaccess 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.notice of virtual annual meeting. For more information on voting your stock, please see
“Voting Your Shares”Shares”below.60 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
VOTING YOUR SHARES
Table of Contents
OTHER INFORMATION
Each share of Royal Gold common stock that you own as of the record date entitles you to one vote. If you are a stockholder of record, your proxy card shows the number of shares of Royal Goldour common stock that you own. If your stock is held in the name of your broker, bank, or another nominee, (a “Nominee”), the Nomineenominee holding your stock shouldwill send you a voting instruction form. You may elect to vote in one of three methods:
•
By phone or the 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 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 either 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 bank, broker, or nominee holding your stock will vote your shares as you instruct on the voting instruction form. If you sign and return your proxy card, but do not give instructions on how to vote your shares, your shares will be voted as recommended by our Board (FOR proposals 1, 2, and 3).
•
By voting at the virtual annual meeting— You may attend the annual meeting virtually and vote your shares through the online platform. All stockholders attending the meeting will be authenticated using your 16-digit control number included in your stockholder materials. You will be able to vote while the polls are open during the virtual annual meeting.
INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING
This year, our annual meeting will be a completely virtual meeting due to the continued uncertainty around the Covid-19 pandemic. There will be no physical meeting location. The meeting will only be conducted via a live virtual stockholder meeting. To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/RGLD2021 and enter the 16-digit control number included on your notice of internet availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the virtual annual meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of stockholders. You may begin to log into the meeting platform beginning at 8:45 a.m. mountain time on November 17, 2021. The meeting will begin promptly at 9 a.m. mountain time on November 17, 2021. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. If you wish to submit a question prior to the virtual annual meeting, you may do so starting at 8:45 a.m. mountain time on November 17, 2021, via the virtual stockholder meeting platform. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters are not pertinent to meeting matters and will not be answered. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be answered on our website at www.royalgold.com/investors/proxy-materials. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, technical support phone numbers will be posted at the bottom of the virtual meeting log-in page. Technical support will be available starting at 8:45 a.m. mountain time on November 17, 2021, and will remain available until 30 minutes after the meeting has finished.
● | 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. |
●68 | 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 2020.” |
● | In Person - You may attend the Annual Meeting and vote in person, and 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. | ROYAL GOLD, INC. | |
OTHER INFORMATIONRevocation of Proxy or Voting Instruction Form |
REVOCATION OF PROXY OR VOTING INSTRUCTION FORM
You may revoke your proxy at any time before the proxy is voted at the
Annual Meeting.annual meeting. This can be done by submitting another properly completed proxy card with a later date, sending a written notice of revocation to
theour Corporate Secretary
of the Company with a later date, or
by attending
the Annual Meeting and voting
in person.at the virtual annual meeting. You should be aware, however, that simply
attendinglogging onto the
Annual Meetingvirtual annual meeting will not automatically revoke your previously submitted proxy; rather, you must
notify a Company representativesubmit your vote at the
Annual Meetingvirtual annual meeting or deliver written notice to us before the start of
your desire to revoke your proxy and then vote in person.the virtual annual meeting. Written
noticenotices revoking a proxy should be sent to
theour Corporate Secretary
at Royal Gold, Inc.,
1660 Wynkoop1144 15th Street, Suite
1000,2500, Denver, Colorado 80202.
Quorum and Votes Required to Approve Proposals |
QUORUM AND VOTES REQUIRED TO APPROVE PROPOSALS
A majority of the outstanding shares of
the Company’sour common stock entitled to vote, represented in person or by proxy, will constitute a quorum at
a meeting of the
stockholders.virtual annual meeting. Abstentions and
“broker non-votes”broker non-votes will be counted as being present for purposes of determining whether there is a quorum. A “broker non-vote” occurs when a
Nomineenominee holding shares for a beneficial owner does not vote those shares on a proposal because the
Nomineenominee does not have discretionary voting authority and has not received voting instructions from the beneficial owner with respect to that proposal.
Cumulative voting is not permitted for the election of Directors.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.annual meeting.
Proposal | Proposal | | | Vote Required to Approve Proposals at a
Meeting at Which a Quorum Is Present | | | Broker Non-Votes | | | Abstentions | |
1 | 1
Election of Class III
Director Nominees | | The affirmative | Affirmative vote of a majority of the votes cast shall be the act of the stockholders. | | | No impact on Proposal 1. | | | No impact on
Proposals 1, 2 or 3. | |
2 | 2
Advisory Vote on
Executive Compensation | | The affirmative | 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 | 3
Ratification of
Auditors | | The affirmative | Affirmative vote of a majority of the votes cast shall be the act of the stockholders. | | | Nominees have the discretion to vote FOR Proposal 3. ThereFOR;
there will be no broker non-votes.non-votes | |
TABULATION OF VOTES
Table of Contents
OTHER INFORMATION
Votes at the Annual Meeting will be tabulated and certified by
Broadridge Financial Solutions, Inc.
will tabulate and certify votes at the virtual annual meeting.
SOLICITATION COSTS
In addition to solicitation of proxies by mail or by electronic data transfers,
the Company’s Directors,our directors, officers,
orand employees
may, without additional compensation,
may make solicitations by telephone, facsimile, or personal interview.
The CompanyWe engaged Saratoga Proxy Consulting LLC
520 8thAvenue, New York, NY 10018, to assist
us with the solicitation of proxies for a fee of $15,000, plus expenses. AllWe will bear all costs of the solicitation of proxies will be borne by the Company. The Companyproxies. We will also reimburse the banks and brokers for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of shares ofour common stock.Eliminating Duplicate Mailings |
ELIMINATING DUPLICATE MAILINGS
We have adopted a procedure called “householding,” 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 whoparticipatewho participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will
| | 2021 PROXY STATEMENT | | | 69 | |
deliver promptly a separate copy of the
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.stockholder.
To receive a separate copy of the
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. Kirchhoff
Margaret McCandlessVice President,Assistant General Counsel, Chief Compliance Officer, and Corporate Secretary
Royal Gold, Inc.
1144 15th1660 Wynkoop Street, Suite 10002500
Denver, Colorado 80202-1132
303-595-9385 (fax)80202
corporatesecretary@royalgold.com Stockholders who hold shares in street name (as described under the heading
“Voting Your Shares,,”above) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.* * * * * * * * * * * * * *
BY ORDER OF THE BOARD OF DIRECTORS |
 |
Bruce C. Kirchhoff
Vice President, General Counsel and Secretary |
Denver, Colorado
October 7, 2019
62 | | ROYAL GOLD, INC. | 2019 PROXY STATEMENT |
Table of Contents
Table of Contents
ROYAL GOLD, INC.
1660 WYNKOOP ST., SUITE 1000
DENVER, CO 80202-1132
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 11/19/2019. 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 MATERIALS
If 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 - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 11/19/2019. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, 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 RECORDS |
| DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
The Board of Directors recommends you vote FOR the following:
1. | Election of Directors | | | | | | |
| | | | | | | |
| Nominees | | | | | | |
| | | For | | Against | | Abstain |
1a. | William M. Hayes | | ☐ | | ☐ | | ☐ |
| | | | | | | |
1b. | Ronald J. Vance | | ☐ | | ☐ | | ☐ |
The Board of Directors recommends you vote FOR proposals 2 and 3. | | For | | Against | | Abstain |
| | | | | | | |
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, 2020. | | ☐ | | ☐ | | ☐ |
| | | | | | | |
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) | | Yes | | No | | |
| | | | | | |
Please 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] | Date | | Signature (Joint Owners) | Date | |
Table of Contents
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.com |
|
ROYAL GOLD, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Margaret McCandlessDIRECTORSThe 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 23, 2019, at the Annual Meeting of Stockholders of Royal Gold, Inc. (the "Meeting") which will be held on November 20, 2019, at the Kimpton Hotel Born, 1600 Wewatta Street,
Corporate Secretary
Denver, Colorado
80202, 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 7, 2019.
4, 2021| | 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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