DEF 14A 1 nem3728941-def14a.htm DEFINITIVE PROXY STATEMENT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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Newmont Corporation

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Table of Contents









2020
Proxy Statement

Notice of Annual Meeting
of Stockholders



Table of Contents

Letter to Stockholders

Dear Fellow Stockholders,

It is a privilege for us to serve as your Independent Chair and Chair of the Leadership Development and Compensation Committee during this pivotal time in Newmont’s history.

The mission of Newmont’s Board is to oversee the Company’s efforts to create enduring value for all stakeholders of our Company. To deliver on this mission, our Board adheres to sound governance principles and Newmont’s core values of safety, integrity, sustainability, inclusion and responsibility. These guiding principles serve as the foundation of our business and enable us to fulfill our purpose of creating value and improving lives through sustainable and responsible mining.

CREATING THE WORLD’S LEADING GOLD BUSINESS

In 2019, Newmont leveraged its strategy to build the world’s leading gold company. Following our successful acquisition and integration of Goldcorp and the formation of the Nevada Gold Mines joint venture, we created an unmatched portfolio of operations, projects, and exploration prospects in top-tier jurisdictions around the world. We thank Newmont’s stockholders for their support of these compelling value creation opportunities. We remain committed to Newmont’s core values while providing oversight to realize the full value of the business.

GOVERNANCE AND RISK OVERSIGHT

Newmont adheres to strong governance and compliance, and has a robust system in place to support, challenge and monitor performance. The Board and its Committees evaluate performance at all regularly scheduled meetings. Our Board members, with senior management, also take part in individual and group visits to our mining operations throughout the year. For example, in 2019, our independent directors visited both existing operations, as well as newly acquired locations, including Ahafo in Ghana, Porcupine in Canada, KCGM and Boddington in Australia, and Peñasquito in Mexico. Our Board believes the first-hand experience gained through site visits provides an intimate understanding of Newmont’s operational culture and allows for superior assessment and application of our policies and procedures on the ground.

     

Noreen Doyle
Independent Chair of the Board of Directors


Ronee Hagen
Senior Independent Director and Chair of the Leadership Development and Compensation Committee

2020 Proxy Statement       3


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Letter to Stockholders

BOARD COMPOSITION AND DIVERSITY

We foster robust boardroom discussion with regular Board renewal and new perspectives. Thoughtful and ongoing attention to Board composition is an important part of our role as we seek to ensure a diversity of experiences, backgrounds and perspectives.

In considering Board composition, the Corporate Governance and Nominating Committee determined that reducing the size of the Board from fifteen to eleven directors would strike the right balance between promoting robust dialogue and accountability and ensuring diverse expertise, perspectives and skills. Five of our directors, Cristina Bitar, Beverley Anne Briscoe, Sheri E. Hickok, Clement Pelleteir and Charles Sartain, are retiring from the Newmont Board upon completion of their terms at the Annual Meeting this year. This group of distinguished directors has been dedicated to the success of the Company and made valuable contributions to our Board’s deliberations, including in connection with oversight of the integration of the Goldcorp assets to Newmont’s portfolio. The Board thanks them for their service. There is one new nominee on our slate of ten independent directors this year—Maura Clark. Maura is an experienced director and has a deep knowledge of finance, strategic development and operations from her career.

At Newmont, we lead by example from the boardroom. Currently, 60% of our Board members are female or ethnically diverse. Our Board nominees include four female and seven male nominees. Amongst our male director nominees, one is Hispanic, one is African and one is an indigenous Canadian of the Cree Nation. We look at diversity across a number of traditional categories, but also diversity of experience, expertise and thought. Our Board consists of a broad range of backgrounds, experiences, talents and nationalities. Newmont is a global organization and we benefit from the perspectives of six directors from outside the United States. These directors bring crucial insights and deep understanding of the jurisdictions in which we operate around the world.

Our focus goes beyond the boardroom. We believe that diversity of perspective and individual experiences is a foundation of success that allows us to deliver sustained performance and differentiates Newmont in the industry. The Board tracks diversity and inclusion at the executive and employee levels across all regions and the topic is a regular part of the Board’s deliberations. Further, leaders at Newmont understand the Board’s commitment to inclusion and diversity and are accountable to those values.

SUSTAINABILITY

Newmont’s commitment to improving lives through sustainable and responsible mining is not only the right thing to do, but it is central to creating long-term value for all of our stakeholders. The Company has ongoing responsibility to understand the needs and expectations of our stakeholders through transparent and respectful engagement. Thanks to the commitment of our executive leadership team and our diverse and engaged workforce, Newmont continues to meet and exceed key public ESG targets and has been recognized for exceptional economic, environmental and social performance. In 2019, Newmont ranked as the top gold company in the Dow Jones Sustainability Index for the 5th consecutive year, among other recognitions. We also met our goal to reduce freshwater consumption, and are on track to meet our 2020 goal of reducing greenhouse gas emissions intensity.

This year, we appointed our colleague Jane Nelson, who has a long and distinguished career advocating for sustainable business practices and is the Founding Director of the Corporate Responsibility Initiative at Harvard Kennedy School, to the role of Chair of the Safety and Sustainability Committee. The Safety and Sustainability Committee oversees the Board’s responsibility and commitment to promoting a healthy and safe work environment, and environmentally sound and socially responsible resource development practices. I invite you to visit Newmont’s Beyond the Mine Report at www.beyondthemine.com to learn more about how Newmont continues to build a safe, profitable and responsible business.

4       Newmont Corporation


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Letter to Stockholders

TALENT MANAGEMENT AND EXECUTIVE COMPENSATION

The Board, supported by the work of the Leadership Development and Compensation Committee and the Corporate Governance and Nominating Committee, takes a holistic and integrated view of organizational performance, incorporating leadership, succession, values and inclusion and diversity perspectives, with thoughtful compensation planning to support long-term, sustainable results.

The Board believes that executive compensation is a meaningful tool to communicate, align and reinforce business priorities that support our stockholders’ interests. We also believe it is an important element in the attraction, retention and recognition of our leadership and key talent – a strong competitive advantage for Newmont.

In designing an effective structure, the Leadership Development and Compensation Committee follows the below principles:

Pay for performance – aligning pay with a balanced view of performance across leadership priorities to support stockholders’ interests for sustainable results;
Appropriate pay levels – ensuring targets are reasonable based on the position, performance and market context; and
Strong governance – structuring our program with a balanced incentive design to promote the successful execution of our strategic objectives and dutifully manage risk.

CEO AND LEADERSHIP SUCCESSION

Oversight of Newmont’s leadership is one of the most important roles of the Board. Ensuring our team’s development as future leaders of this organization is an area of significant investment for the Board. It is an ongoing process; succession planning for senior leadership is reviewed regularly by the Board and the Corporate Governance and Nominating Committee, and operational and functional leadership reviews are conducted at each regular Leadership Development and Compensation Committee meeting.

In October 2019, based on our planned succession process, the Board appointed Tom Palmer Chief Executive Officer after recognizing his ability to lead organizations and deliver results in successive senior leadership roles, including Regional Senior Vice President, Asia Pacific, Chief Operating Officer, and President, prior to his appointment as CEO. He succeeds Gary Goldberg, who retired after 6.5 years as Chief Executive Officer. The Board extends its deep gratitude to Gary for his exceptional leadership, which, along with the tireless efforts of our employees, positioned Newmont as the sector’s standout leader in long-term value creation. Tom played a key role in the transformation of the business in 2019 and spearheaded the launch of our strategy for 2020. The Board has worked closely with both Gary and Tom in recent years to ensure a smooth transition. We are confident that Tom and the experienced management team that he has assembled are the right leaders to continue executing Newmont’s proven strategy, and to further strengthen Newmont’s position as the world’s leading gold company.

2020 Proxy Statement       5


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Letter to Stockholders

STOCKHOLDER ENGAGEMENT

Engaging with our stockholders is a critical element of good governance and active, ongoing dialogue promotes transparency and accountability. We encourage you to share your opinions, suggestions and concerns with us. Stockholder feedback is an important foundation for policy development and informs our strategy. For many years we have conducted a robust engagement program, listening to stockholders and considering investor and stakeholder viewpoints to further our objective of value creation. Investor input is highly valued at Newmont and the views of our stockholders will continue to be a primary consideration during our boardroom discussions.

We encourage you to vote promptly, even if you plan to attend the 2020 Annual Meeting of Stockholders. Your vote is important.

On behalf of the Board of Directors, thank you for your continued support of Newmont.

Very truly yours,

Noreen Doyle
Independent Chair of the Board of Directors

Ronee Hagen
Senior Independent Director and Chair of the Leadership Development and Compensation Committee

Thank you for the trust you place in us. We are grateful for the opportunity to serve Newmont on your behalf.

6       Newmont Corporation


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March 11, 2020

The Annual Meeting of Stockholders of Newmont Corporation will be held at 8:00 a.m., local time, on Tuesday, April 21, 2020, at the Ritz Carlton, 1881 Curtis Street, Denver, CO 80202 to:

             
     

1.

Elect Directors;

2.

Approve, on an advisory basis, the compensation of the Named Executive Officers;

3.

Approve the 2020 Stock Incentive Plan;

4.

Ratify the Audit Committee’s appointment of Ernst & Young LLP as Newmont’s independent registered public accounting firm for 2020;

5.

Transact such other business as may properly come before the meeting.

Record Date: February 24, 2020

Date These Proxy Materials Are First Being Sent to Stockholders: On or about March 11, 2020

All stockholders are cordially invited to attend the Annual Meeting in person. It is important that your shares be represented at the Annual Meeting whether or not you are personally able to attend. If you are unable to attend, please promptly vote your shares by telephone or Internet or by signing, dating and returning the enclosed proxy card at your earliest convenience. Voting by the Internet or telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares are represented and voted at the Annual Meeting.

By Order of the Board of Directors,

Nancy Lipson
Executive Vice President and General Counsel

                                                               
     

YOU CAN VOTE IN ONE OF FOUR WAYS:


Visit the website listed on your proxy card to vote VIA THE INTERNET


Call the telephone number on your proxy card to vote BY TELEPHONE


Sign, date and return your proxy card in the enclosed envelope to vote BY MAIL


Attend the meeting to vote IN PERSON


Scan this QR code to view digital versions of our Proxy Statement and 2019 Annual Report.

Our Proxy Statement and Annual Report are available at www.envisionreports.com/nem


2020 Proxy Statement       7


Table of Contents

LETTER TO STOCKHOLDERS         3
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS 7
TABLE OF CONTENTS 8
ABOUT NEWMONT CORPORATION 9
PROXY VOTING SUMMARY 13
 PROPOSAL NO. 1  — ELECTION OF DIRECTORS 16
Voting for Directors 16
Majority Vote Standard for the Election of Directors 16
Director Skills and Qualifications 17
Nominees 17
DIRECTOR NOMINEE OVERVIEW 18
Independence of Directors 26
COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE 28
Attendance at Meetings 28
Board Committees 28
CORPORATE GOVERNANCE 31
Key Corporate Governance Practices 31
Corporate Governance Guidelines and Charters 31
Director Orientation and Education 31
Board Leadership and Independent Chair 32
Board Oversight of Risk Management 34
Board, Committee & Director Assessment 35
Process for Selecting New Directors 36
Retirement Age and Board Refreshment 37
Proxy Access 38
Communications with Stockholders or Interested Parties 38
Code of Conduct 39
Related Person Transactions 39
Compensation Consultant 39
Executive Compensation Risk Assessment 39
Director Compensation 40
Outstanding Awards 42
Share Ownership Guidelines 42
 PROPOSAL NO. 2  — TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS 43
COMPENSATION DISCUSSION AND ANALYSIS 44
Executive Summary 45
Executive Compensation Program Overview 53
2019 Compensation for Named Executive Officers 57
Post-Employment Arrangements 70
Practices and Policies Related to Equity Compensation 72
Results of the 2019 Advisory Vote on 2018 Executive Compensation 74
REPORT OF THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION 75
Leadership Development and Compensation Committee Interlocks and Insider Participation 76
EXECUTIVE COMPENSATION TABLES 77
2019 Summary Compensation Table 77
2019 All Other Compensation Table 79
2019 Grants of Plan-Based Awards Table 80
2019 Outstanding Equity Awards at Fiscal Year-End Table 81
2019 Option Exercises and Stock Vested Table 83
2019 Pension Benefits Table 83
2019 Nonqualified Deferred Compensation Table 86
Potential Payments on Termination 92
Pay Ratio of Chief Executive Officer Compensation to Median Employee Compensation 95
 PROPOSAL NO. 3  — TO APPROVE THE 2020 STOCK INCENTIVE COMPENSATION PLAN 96
Good Corporate Governance Practice 97
Summary of Material Terms of the 2020 Stock Incentive Plan 98
 PROPOSAL NO. 4  — RATIFY APPOINTMENT OF AUDITORS 109
Independent Auditors Fees 110
REPORT OF THE AUDIT COMMITTEE 112
STOCK OWNERSHIP MATTERS 113
Stock Ownership of Directors and Executive Officers 113
Stock Ownership of Certain Beneficial Owners 115
Section 16(a) Beneficial Ownership Reporting Compliance 115
GENERAL INFORMATION 116
ANNEX A 121
ANNEX B 152
Non-GAAP Compensation Measures – Annex B-1 152
Non-GAAP Financial Measures 153
Cautionary Statements – Annex B-2 162

8       Newmont Corporation


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About Newmont Corporation

Newmont is the world’s leading gold company and a producer of copper, silver, zinc and lead. The Company’s world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in North America, South America, Australia and Africa. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social and governance practices. The Company is an industry leader in value creation, supported by robust safety standards, superior execution and technical proficiency. Newmont was founded in 1921 and has been publicly traded since 1925.

Our Mission

We transform mineral resources into shared value for our stakeholders and lead the industry in shareholder returns, safety, social responsibility and environmental stewardship.

Our Vision

We will be recognized and respected for exceptional economic, environmental and social performance.

Our Purpose

Our purpose is to create value and improve lives through sustainable and responsible mining.

Our Values

 
      SAFETY       INTEGRITY       SUSTAINABILITY       INCLUSION       RESPONSIBILITY      

Our Strategy

Newmont’s strategy is to lead the gold sector in creating value for shareholders and other stakeholders through efforts to:

Deliver superior operational execution
Sustain a global portfolio of long-life assets
Lead the sector in profitability and responsibility

Supporting this strategy, the Company sets and meets aggressive improvement targets across five platforms:

 
HEALTH
AND SAFETY
OPERATIONAL
EXCELLENCE
GROWTH PEOPLE SUSTAINABILITY
AND EXTERNAL
RELATIONS

2020 Proxy Statement       9


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About Newmont Corporation

World’s Leading Gold Company

INDUSTRY’S BEST PORTFOLIO
 
of world-class ore bodies in the most stable, top-tier jurisdictions

     

#1 PRODUCER
 
of gold, with a stable production profile of 6.2-6.7Mozs/year through 2024, with additional 1.2-1.4M gold equivalent ounces production per year(1)

     

LEADING SAFETY AND SUSTAINABILITY PERFORMANCE
 
aligned to leading practice of improving lives through sustainable and responsible mining

 

PROVEN LONG-TERM TRACK RECORD
 
of executing projects (last 10 projects have averaged IRR in excess of 30%)(2)

CULTURE OF COST AND PRODUCTIVITY DISCIPLINE
 
through Full Potential improvement program

SHAREHOLDER-FOCUSED CAPITAL ALLOCATION
 
program generating returns for investors through industry-leading dividend, share repurchases and superior free cash flow per share over long-term(4)

2019 Performance Highlights

In 2019, the Company:

Executed a successful and planned CEO succession and transition
Assembled industry-leading portfolio of assets in top-tier jurisdictions after successfully completing two historic transactions with the deepest project pipeline
Produced 6.3 million attributable ounces of gold(3) and reported CAS(4) of $721 per ounce and AISC(4) of $966 per ounce, in line with the Company’s full year guidance
Delivered $2.9 billion of GAAP net income and adjusted EBITDA(4) of $3.7 billion
Generated $2.9 billion of cash from continuing operations and Free Cash Flow(4) of $1.4 billion
Reported largest Reserves in company history with industry-leading 100.2 million ounces of Gold Mineral Reserves as of December 31, 2019
Delivered four projects on four continents on-time and within budget: Tanami Power in Australia, Borden in Canada, Ahafo Mill Expansion in Africa, and Quecher Main in Peru
Approved Tanami Expansion 2 project to extend mine life and increase profitable production
Maintained investment-grade balance sheet with $2.2 billion of consolidated cash and a leverage ratio of 1.2x net debt to pro forma adjusted EBITDA(4)
Met key public ESG targets and safety goals
(1) Gold equivalent ounces (“GEO”) are calculated as pounds or ounces produced multiplied by the ratio of the other metals’ price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($15/oz.), Lead ($0.90/lb.) and Zinc ($1.05/lb.) pricing for 2019.
(2) Internal Rate of Return or IRR calculated for Newmont projects delivered between 2015-Q32019. See Annex B.
(3) Attributable gold production includes 287,000 ounces from the Company’s equity method investment in Pueblo Viejo (40%)
(4) Non-GAAP measures; for a reconciliation to the nearest GAAP measure, see Annex B.

10     Newmont Corporation


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About Newmont Corporation

Sustainability Recognition

For Newmont, sustainability – one of our core values and business strategy pillars – means catalyzing local economic development and job creation through transparent and respectful stakeholder engagement, respecting human rights, and being responsible stewards of the environment.

In 2019, the Company was recognized for industry-leading ESG performance: ranked as top gold company in DJSI for 5th consecutive year and as 3rd most transparent company in S&P 500 by Bloomberg ESG Disclosure score; recognized as top mining company on FORTUNE’s 2020 list of World’s Most Admired Companies.

TRANSPARENCY

     

CLIMATE RESILIENCE

     

GLOBAL TOP 100

#1
Most transparent gold miner in the S&P 500, and 3rd most transparent company in S&P 500

B
CDP Climate assessment score reflective of coordinated action on climate issues

#36
Rated #36 on list of 100 Best Corporate Citizens as rated by CR Magazine

 

LEADERSHIP

ADMIRED COMPANY

EQUALITY

5 years
as the top gold miner based on RobecoSAM Corporate Sustainability Assessment

#2
Ranked #2 in the Mining, Crude-Oil Production industry on FORTUNE's 2020 list of World's Most Admired Companies

2nd
consecutive year
to be included in Bloomberg’s Gender-Equality Index (GEI) for the Company’s efforts to advance women in the workplace

 

RESPONSIBLE COMPANY

SUSTAINABILITY

#39
Ranked #39 overall in Newsweek’s first-ever list of America’s Most Responsible Companies

5th
consecutive year
to be the top gold mining company on Dow Jones Sustainability World Index

OUR SUSTAINABILITY PROGRAM IS ALIGNED TO BEST PRACTICE.

2020 Proxy Statement     11


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About Newmont Corporation

Sustainability Governance

The Safety and Sustainability Committee upholds the Board’s responsibility and commitment to promote a healthy and safe work environment, and environmentally sound and socially responsible resource development and provides oversight and makes recommendations to the Board with respect to Newmont’s policies, positions and systems for environmental—including climate change—health, safety and social responsibility, compliance and risk management. Additional information regarding the functions of the Safety and Sustainability Committee is provided in the Committees of the Board of Directors and Attendance section on page 28.

BEYOND THE MINE      

Visit www.beyondthemine.com to see how we work toward making a positive difference in the lives of employees, stakeholders, business partners and host communities around the world.

The Beyond the Mine report, which was compiled in accordance with the GRI Standards Core option and independently assured, reflects Newmont’s commitment to transparency and reporting obligations as a founding member of the International Council on Mining and Metals and as an early adopter of the UN Guiding Principles Reporting Framework.

Primary responsibility for managing sustainability matters rests with Newmont management. The Chief Executive Officer has ultimate responsibility for the Company’s sustainability performance, and the Executive Vice President, Chief Sustainability and External Affairs Officer (S&ER), Steve Gottesfeld, is responsible for the Company’s sustainability strategy. Mr. Gottesfeld reports directly to the Chief Executive Officer and to the Safety and Sustainability Committee on climate change strategy, reduction targets and management of climate change risks. The S&ER group plays a central role in developing and implementing management frameworks, supporting the implementation of strategies and standards, and tracking and reporting on our environmental and social performance. Other executives and functions across the business have responsibility for sustainability-related programs and efforts.

Our global bonus programs include sustainability metrics to hold our executives and employees accountable for the Company's sustainability performance. See the CD&A for additional information on the AICP.

12     Newmont Corporation


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Proxy Voting Summary

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

BOARD DEMOGRAPHICS
Independence Diversity
           

Regional & Ethnic diversity includes:

1 Ghanain African
1 Hispanic / Cuban
2 Canadians, including 1 Indigenous Cree
2 Australians

Nominee slate reflects a reduction in Board size from 15 to 11 Directors while maintaining commitment to overall diversity at 64%

91%
Independent

64%
Diverse


Skills, Qualifications and Experience       Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including:
Public Company
CEO Experience
     Accounting Experience      Health & Safety Experience      Compensation Expertise
Risk Management Experience Mergers &
Acquisition Experience
Extractive Experience Leading Academic
Environmental & Social
Responsibility Experience
Public Company Chair or
Lead Director Experience
International
Business Experience
Finance Expertise
Innovation and
Technology Expertise
Government/Regulatory
Affairs Experience
Designated Audit Committee
Financial Expert
Operational Delivery
Engagement of the Board      
22 Board of Directors and 29 Committees of the Board meetings
Approximately 98% overall attendance rate at Board of Directors and Committees of the Board meetings

FOR
The Board of Directors unanimously recommends a vote FOR each director nominee.

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Proxy Voting Summary

PROPOSAL NO. 2 – TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

Our executive compensation program is designed to include pay practices that drive behaviors that deliver business results, and pay outcomes that align with shareholder experience. A majority of executive pay is performance-based and delivered through long-term incentives, and realized pay has followed shareholder investment outcome trends over the last five years.

CEO Pay Mix Delivers Value through Long-Term Results and Value Creation for Shareholders

CEO Pay Mix       Realized Pay(1) and TSR Alignment
(1) "Realized pay" includes salary paid, bonus earned, RSUs vested, and PSUs earned for the performance period end. Stock valued at the fiscal year end close price of $43.45.

2019 New CEO Compensation

Mr. Palmer was appointed to the role of CEO in 2019, through a planned succession process. Upon being appointed to the role, the Board set Mr. Palmer's pay based on a variety of factors as described in the CD&A, and as noted below, initial pay is below that of Mr. Goldberg who served in the role for six and a half years. Pay mix remains heavily weighted toward delivery of long-term results and share price improvement.

CEO COMPENSATION SUMMARY (MMS)
YEAR COMPENSATION(1) ANNUAL
SALARY
ANNUAL
INCENTIVES
TOTAL STOCK
AWARDS
TOTAL
COMPENSATION
2019       Target Compensation       $ 1,175            $ 1,763               $ 5,500                $ 8,438
Summary Compensation Table Equivalent $ 918 $ 1,398 $ 4,600 $ 6,916
2018 Target Compensation $ 1,300 $ 1,950 $ 7,150 $ 10,400
Summary Compensation Table Equivalent $ 1,300 $ 1,744 $ 7,667 $ 10,711
(1) See CEO Pay Summary Table in the executive summary of the CD & A for definitions of the above terms.

FOR
The Board of Directors unanimously recommends a vote FOR this proposal.

14     Newmont Corporation


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Proxy Voting Summary

PROPOSAL NO. 3 – APPROVAL OF 2020 STOCK INCENTIVE PLAN

The Board and the Leadership Development and Compensation Committee believe that the approval of the 2020 stock incentive plan is in the best interest of the Company and its stockholders, as it will enable Newmont to continue to offer competitive compensation awards to employees in a manner that incents long-term value creation.

FOR
The Board of Directors unanimously recommends a vote FOR this proposal.

PROPOSAL NO. 4 – RATIFY APPOINTMENT OF AUDITORS

The Board and the Audit Committee believe that the continued retention of EY to serve as the Company’s independent auditor for the year ending December 31, 2020, is in the best interests of the Company and its stockholders.

FOR
The Board of Directors unanimously recommends a vote FOR this proposal.

2020 Proxy Statement     15


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Voting for Directors

If you hold your Newmont stock through a broker, bank or other financial institution, your Newmont stock will not be voted on your behalf on the Election of Directors unless you complete and return the Voting Instruction Form or follow the instructions provided to you to vote your stock via telephone or the Internet. Because your broker does not have discretionary authority to vote on this proposal without instructions from you, if you do not instruct your broker, bank or other financial institution how to vote, a “broker non-vote” will occur and your shares will not be represented in the Election of Directors vote at the Annual Meeting.

Majority of Votes Cast Standard for the Election of Directors

Our By-Laws provide that in an uncontested election each Director will be elected by a vote of the majority of the votes cast, which means the number of votes cast “for” a Director’s election exceeds 50% of the number of votes cast with respect to that Director’s election. Votes cast shall include votes to withhold authority, but shall exclude abstentions. Votes will not be deemed cast if no authority or direction is given. As such, abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained.

If a nominee for Director does not receive the vote of at least a majority of votes cast at the Annual Meeting, it is the policy of the Board of Directors that the Director must tender his or her resignation to the Board. In such a case, the Corporate Governance and Nominating Committee will make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken, taking into account all of the facts and circumstances. The Director who has tendered his or her resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines are available on our website at http://www.newmont.com/about/governance-ethics/.

16     Newmont Corporation


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Proposal No.1 — Election of Directors

Director Skills and Qualifications

In addition to meeting the minimum qualifications set out by the Board of Directors under “Process for Selecting New Directors,” on page 36, each nominee also brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including board service, operational delivery, extractive industry and mining, mergers and acquisitions, corporate governance, compensation, executive management, private equity, finance, operations, manufacturing, marketing, government, international business and health, safety, environmental and social responsibility. The unique background, skills and qualifications that led the Board of Directors and the Corporate Governance and Nominating Committee to the conclusion that each of the nominees should serve as a Director for Newmont are set forth in the “Nominees” section below.

FOR
The Board of Directors unanimously recommends that the stockholders vote FOR each of the following nominees and, unless a stockholder gives instructions on the proxy card to the contrary, the proxies named thereon intend so to vote.

Nominees

Each of the eleven persons named below is a nominee for election as a Director at the Annual Meeting for a term of one year or until his/her successor is elected and qualified. Unless authority is withheld, the proxies will be voted for the election of such nominees. If any such nominees cannot be a candidate for election at the Annual Meeting, then the proxies will be voted either for a substitute nominee designated by the Board of Directors or for the election of only the remaining nominees. All such nominees are currently serving as Directors of the Company and were elected to the Board at the prior Annual Meeting of Stockholders, other than Matthew Coon Come and Maura Clark. Dr. Coon Come was appointed to the Newmont Board on June 30, 2019, following the acquisition of Goldcorp, Inc. Ms. Clark is recommended as a new Director nominee for election at the Annual Meeting and was recommended for consideration to the Corporate Governance and Nominating Committee by a third-party recruiter. For more information on the process for selecting new directors, see page 36.

2020 Proxy Statement       17


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Director Nominee Overview

18       Newmont Corporation


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Director Nominee Overview

Skills, Qualifications and Experience

Public Company CEO Experience

Public Company Chair or Lead Director Experience

Extractive Experience

Operational Delivery

International Business Experience

Mergers & Acquisition Experience

Finance Expertise

Designated Audit Committee Financial Expert

Accounting Experience

Environmental & Social Responsibility Experience

Health & Safety Experience

Compensation Expertise

Leading Academic

Risk Management Experience

Government/Regulatory Affairs Experience

Innovation and Technology Expertise

2020 Committee memberships
(following Annual Meeting, effective April 21, 2020)

AUDIT

Chair: Bruce R. Brook
Members: Maura Clark and René Médori

Oversight and Areas of Focus:

Integrity of financial statements

Compliance

Internal audit function

Independent auditors

Auditing matters

LEADERSHIP DEVELOPMENT AND COMPENSATION

Chair: Veronica M. Hagen
Members: Noreen Doyle and Julio Quintana

Oversight and Areas of Focus:

Compensation and its components

Senior leadership development, succession planning and talent management

Global inclusion and diversity strategy

Awards of stock-based compensation

CORPORATE GOVERNANCE AND NOMINATING

Chair: Noreen Doyle
Members: Gregory Boyce, Bruce R. Brook, Veronica M. Hagen and Jane Nelson

Oversight and Areas of Focus:

Director and Chair succession planning

Slates of directors and officers for election

Evaluation of CEO performance

Organization, size, operation, practice, and tenure policies of the Board

Independence of directors

Annual Board, Director Peer and Committee evaluations

Board committees

Corporate governance issues

SAFETY AND SUSTAINABILITY

Chair: Jane Nelson
Members: Gregory Boyce, J. Kofi Bucknor and Matthew Coon Come

Oversight and Areas of Focus:

Health, safety and security issues and management of related risks

Sustainable development, environmental affairs, community relations, human rights, operational security and communications issues, annual Beyond the Mine Report

Furtherance of commitment to adoption of best practices in promotion of a healthy and safe work environment



2020 Proxy Statement       19


Table of Contents

Director Nominee Overview

The following sets forth information as to each nominee for election, including his or her age (as of the Record Date), and background (including his or her principal occupation during the past five years, current directorships and directorships held during at least the past five years), and skills and qualifications:

GREGORY H. BOYCE

Independent

Age: 65

Director Since: 2015

Board Committees:

Leadership Development and Compensation

Career Highlights

Gregory H. Boyce, 65, retired Executive Chairman of Peabody Energy Corporation from 2007 to 2015. Mr. Boyce joined Peabody in 2003 as Chief Operating Officer, and served as Chief Executive Officer from 2006 to 2015. Prior to his service with Peabody, Mr. Boyce served in various executive roles with Rio Tinto Group from 1989 to 2003. Current Lead Independent Director of Marathon Oil Corporation.

Director Qualifications:

CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Peabody Energy Corporation and other executive management positions noted above.

Operational and Industry Expertise — Over 38 years of experience in the global energy and mining industries. Past Chairman of the National Mining Association. Chair Lowell Institute for Mineral Research at the University of Arizona. Awarded a Bachelor’s Degree in Mining Engineering from the University of Arizona and completed the Advanced Management Program from the Graduate School of Business at Harvard University.

Health, Safety, Environmental and Social Responsibility Experience — Experience managing matters related to regulatory, policy and social responsibility in executive roles, as well as during service on ESR committees of both Marathon Oil and Monsanto Company. Past member of Board of Trustees of Washington University of St. Louis and past member of Civic Progress in St. Louis. Member Board of Trustees of Heard Museum in Phoenix, Arizona.

International Experience — Extensive senior executive experience working with multinational energy and mining operations, including with Peabody Energy Corporation and Rio Tinto plc (an international natural resource company) as Chief Executive Officer – Energy. Prior to his service with Rio Tinto, Mr. Boyce worked for over 10 years in various operational roles of increasing responsibility with Kennecott, a global natural resources company and served on the Board of Monsanto Company, a multinational agrochemical and agricultural biotechnology company for more than five years.

Compensation Expertise — Experience serving as a Chair of Marathon Oil’s Compensation Committee and as a member of Monsanto’s People and Compensation Committee. Participation in compensation, benefits and related decisions in senior executive roles.

Board Experience — Service on the Company’s Board of Directors since October 2015 and on the board of Marathon Oil Corporation from 2008 to present, currently serving as Lead Independent Director since February 2019. Formerly served as Executive Chairman of Peabody Energy Company from 2007 to 2015 and as a director from 2005 to 2015 and as a Director of Monsanto Company from 2013 to 2018.


BRUCE R. BROOK

Independent

Age: 64

Director Since: 2011

Board Committees:

Audit (Chair)
Corporate Governance and Nominating
Executive-Finance

Career Highlights

Bruce R. Brook, 64, currently serves as a Director of CSL Limited and Incitec Pivot Limited. Mr. Brook has extensive board, Audit Committee and executive leadership experience in diverse industries, including mining, finance, manufacturing and chemicals.

Director Qualifications:

Financial Expertise — Chair of Newmont’s Audit Committee and the Audit and Risk Management Committee of CSL Limited and Chair of the Audit Committee at Incitec Pivot Limited. Prior service as the Chair of the numerous Audit Committees as described below in Board Experience. Former member of the Financial Reporting Council, an agency of the Australian Commonwealth from 2006 to 2012, which oversees the work of the Accounting Standards Board and the Auditing Standards Board, and advises the Australian Government on matters relating to corporate regulation. Former member of the Director Advisory Panel of the Australian Securities and Investment Commission from 2013 to 2018. Finance executive experience as Chief Financial Officer of WMC Resources Limited from 2002 to 2005. He also held key executive roles including Deputy Chief Finance Officer of ANZ Banking Group Limited, Group Chief Accountant of Pacific Dunlop Limited and General Manager, Group Accounting positions at CRA Limited and Pasminco Limited.

International Experience — Extensive international experience as a Director of multiple international companies, including Boart Longyear Limited, Programmed Group, CSL Limited and Incitec Pivot Limited.

Operational and Industry Expertise — Experience as a Director of Lihir Gold Limited, Energy Developments Limited, Consolidated Minerals Limited and Deep Exploration Technologies Cooperative Research Centre, a collaborative research program researching safer, more advanced and more cost effective geological exploration and drilling methods. Currently serves as a Director at Incitec Pivot, a global manufacturer and distributor of industrial chemicals, explosives and fertilizers.

Board Experience — Service on the Company’s Board of Directors since 2011 and as Chair of the Audit Committee since April 2016. Currently also serves on the board of CSL Limited and Incitec Pivot Limited. Former Director and Chair of Programmed Group (2010 to 2017). Former Director and Chair of the Audit Committees of Boart Longyear Limited (2007 to 2015), Lihir Gold Limited, Consolidated Minerals Limited, Energy Developments Limited and Snowy Hydro Limited and former independent Chair of Energy Developments Limited.

20       Newmont Corporation


Table of Contents

Director Nominee Overview

J. KOFI BUCKNOR

Independent

Age: 64

Director Since: 2012

Board Committees:

Audit

Career Highlights

J. Kofi Bucknor, 64, Chief Executive Officer of J. Kofi Bucknor & Associates, a Ghanaian corporate finance advisory and propriety investing firm established in 2000. Former Managing Partner of Kingdom Africa Management (and its predecessor Kingdom Zephyr Africa Management), former Treasurer of the African Development Bank, former Executive Director, Lehman Brothers, former Managing Director of CAL Merchant Bank, Ghana, former Vice President, Chemical Bank, former Chairman of Ghana’s Investment Advisory Committee and former Chairman of the Ghana Stock Exchange.

Director Qualifications:

CEO/Executive Management Skills — Experience as CEO of J. Kofi Bucknor & Associates since 2000; Treasurer, African Development Bank 1986 – 1994; Executive Director, Corporate Finance with Lehman Brothers International, London from 1994 – 1997; Managing Director of CAL Merchant Bank, Ghana, from 1997 – 2000; Managing Partner of Kingdom Africa Management from 2003 – 2016; and other executive management positions.

Financial Expertise — Over 30 years of international banking experience. Member of the Bank of Ghana Board(1), member of the Commonwealth Secretary General’s Special Advisory Panel on the 1996 Asian Financial Crisis, former Chairman of the Ghana Stock Exchange, former Treasurer, African Development Bank, former Executive Director of Lehman Brothers, former Managing Director of CAL Merchant Bank, former Vice President, Chemical Bank, former Managing Partner of Kingdom Africa Management.

International Experience — Extensive senior executive experience in global banking and treasury management as noted above. Service on the boards in Ghana, Botswana, Morocco, Spain, South Africa and Nigeria as indicated below.

Operational and Industry Expertise — Experience with multinational mining operations including as a former Director of Ashanti Goldfields Corporation and Chirano Gold Mines and as a member of the International Advisory Board of Normandy Mining Corporation. Former Chairman of Ghana’s Investment Advisory Committee established to advise on the management of Ghana’s oil revenues.

Board Experience — Service on the Company’s Board of Directors since 2012, as well as on the boards of several companies, including the Bank of Ghana(1), Saham Assurances Limited (Morocco) and Consolidated Infrastructure Group (South Africa). Formerly served as a Director of Chirano Gold Mines, Ashanti Goldfields Corporation, ARM (Nigeria), National Investment Bank (Ghana), Ecobank Transnational Corporation, Mixta Africa (Spain), Letshego (Botswana), Baker Hughes (Ghana) and Kingdom Hotels (Ghana).

(1)    The Bank of Ghana is the central bank of Ghana and is not an exchange listed public company.

MAURA CLARK

Independent

Age: 61

Director Since: Nominee

Board Committees:

Audit Committee Nominee

Career Highlights

Maura Clark currently serves as a Director of Fortis Inc., Nutrien Ltd. and Garrett Motion, Inc. She has extensive board, Audit Committee, strategic finance and executive leadership experience. Ms. Clark is the former President of Direct Energy Business, the leading commercial and industrial energy business unit of Direct Energy L.P. (a subsidiary of Centrica PLC). Direct Energy Business is the leading B2B energy retailer in Canada and the US.

Director Qualifications:

Financial Expertise — Current Chair of the Audit Committee of Nutrien and service on the Audit Committee of Fortis Inc. Former Chair of the Elizabeth Arden Audit Committee. Experience as Managing Director, Investment Banking Division with The Goldman Sachs Group from 2000 to 2003 and as EVP, Corporate Development & Chief Financial Officers of Premcor Inc. from 1995 to 2000. Prior experience includes investment banking and serving as Chief Financial Officer of an independent oil refining and marketing company. Qualified as a Chartered Professional Accountant.

Executive Management Skills — Former President, Direct Energy Business from 2007 – 2014, during which time revenues grew from $2B to $10B through the expansion of products and services, organic sales and transformational mergers and acquisitions. Served as EVP, North American Strategy and M&A for Direct Energy prior to serving as President. Led strategy development and all merger and acquisition activity.

International Experience — Extensive international experience as a Director of multiple international companies, including Garret Motion, Nutrien, and formerly Elizabeth Arden.

Operational and Industry Expertise — Over 25 years of experience in the global energy and natural resources industries. Prior Managing Director with Goldman Sachs, where she provided strategic banking and debt financing solutions to clients in the natural resources and Industrial sectors, including merchant power, gas and electric utilities, refining, propane, water, chemicals and industrial businesses. Former CFO of Premcor, an independent refiner and marketer of petroleum products.

Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a leader in the energy business managing matters related to regulatory, policy and social responsibility. Additional experience as a director of Nutrien, the world’s largest provider of crop inputs, services and solutions.

Compensation Expertise — Experience serving as a member of Garret Motion’s Compensation Committee and as a member of Nutrien’s Human Resources and Compensation Committee and participation in compensation, benefits and related decisions in senior executive roles.

Board Experience — Service on the Board of Fortis, Inc. from 2015 to present, Nutrien Ltd. from 2018 to present, and Garrett Motion, Inc. from 2018 to present. Prior service on the Agrium Inc. Board (merged with Potash Corp and created Nutrien) from 2016 to 2018 and prior service on the Board of Elizabeth Arden Inc. from 2005 to 2016.

2020 Proxy Statement       21


Table of Contents

Director Nominee Overview

MATTHEW COON COME

Independent

Age: 63

Director Since: 2019

Board Committees:

Safety and Sustainability
Advisory Council on Indigenous Affairs (Chair)

Career Highlights

Matthew Coon Come, 63, former Grand Chief of the Grand Council of the Crees (Eeyou Istche) and the Chairperson of the Cree Regional Authority. Dr. Coon Come is the former Chief of Mistissini, National Chief of the Assembly of First Nations.

Director Qualifications:

Government / Regulatory Affairs Experience — Canadian National and international indigenous leader and advocate for the aboriginal, treaty and other human rights of indigenous peoples in Canada and internationally through extensive experience as the Grand Chief and Executive Director of the Grand Council of the Crees (Eeyou Istche).

Indigenous Affairs Experience — Previously served as the Grand Chief and Executive Director of the Grand Council of the Crees (Eeyou Istchee), and Director of Aircreebec, Creeco (Cree Regional Economic Enterprises Company), the Cree Construction Company, Servinor, the James Bay Cree Cultural Education Centre, the Centre for Indigenous Environment Resources, Niskamoon Corporation, and the Cree School Board. Former Chief of Mistissini, National Chief of the Assembly of First Nations, known for his efforts to end the federal policy of extinguishment of aboriginal peoples’ human rights of self-determination. Current service as the Chair of the Company’s Advisory Council on Indigenous Affairs.

Health, Safety, Environmental and Social Responsibility Expertise — Presented with numerous awards in the fields of aboriginal affairs, human rights and environmental stewardship, having received both the Goldman Prize and the National Aboriginal Achievement Award. Experience as a Strategic Advisor to SkyPower Global, developers and owners of utility-scale solar energy projects. Experience serving on the Company’s Safety & Sustainability Committee and on the Labrador Iron Ore Mines Health and Safety Committee. Prior experience on the Goldcorp Sustainability Committee.

Industry Expertise — Experience as director of Labrador Iron Ore Mines Limited, engaged in the exploration and development of iron ore projects; former director of Goldcorp Inc; and in various roles as an Advisor and Director to Cree Nations in relation to mining projects.

Board Experience — Service on the Company’s Board of Directors since June 2019 and on the Board of Labrador Iron. Prior service on the Board of Goldcorp, Inc. from July 2017 to April 2019.


NOREEN DOYLE

Independent Chair

Age: 70

Director Since: 2005

Board Committees:

Corporate Governance and Nominating (Chair)
Executive-Finance (Chair)

Career Highlights

Noreen Doyle, 70, retired First Vice President of the European Bank for Reconstruction and Development (“EBRD”), having served in that position from 2001 to 2005, and in other executive positions with the EBRD since 1992. Currently serves as the Company’s independent Chair of the Board of Directors.

Director Qualifications:

Financial Expertise — Extensive experience in banking and finance at Bankers Trust Company and at the EBRD, including experience as head of risk management and head of banking at EBRD. Experience serving on the Company’s Audit Committee, including as Chair, and the Audit Committees of QinetiQ Group plc, Rexam PLC, and Credit Suisse Group.

International Experience — Extensive senior executive experience working with businesses, global and local, and governments throughout Europe including Eastern Europe and the former Soviet Union. Former Chair of the BBA, a leading trade association for the UK banking sector with member banks with operations in 180 jurisdictions worldwide and member of the U.K. Panel on Takeovers and Mergers.

Health, Safety, Environmental and Social Responsibility Experience — Experience at EBRD included specific focus on environmental specifications of projects and attention to the social dimensions of investment. Experience serving on the Company’s Safety and Sustainability Committee, and prior experience on the Environmental and Social Responsibility Committee.

Compensation Expertise — Former chair of the Remuneration Committee of Credit Suisse International and Credit Suisse Securities (Europe) Ltd; served as Chair of the QinetiQ Remunerations committee; participated in compensation and benefits decisions as an executive at EBRD.

Board Experience — Service on the Company’s Board of Directors since 2005, as well as on the boards of several other companies. Former Vice Chair and Lead Independent Director of the Board of Credit Suisse Group. Previous service as a director of QinetiQ plc and Rexam PLC and as a former member of advisory panels for Macquarie European Infrastructure Fund and Macquarie Russia and CIS Infrastructure Fund.

22     Newmont Corporation


Table of Contents

Director Nominee Overview

VERONICA M. HAGEN

Senior Independent Director

Age: 74

Director Since: 2005

Board Committees:

Leadership Development and Compensation (Chair)
Corporate Governance and Nominating

Veronica M. Hagen, 74, Chief Executive Officer of Polymer Group, Inc. from April 2007 through August 2013. President and Chief Executive Officer of Sappi Fine Paper North America from 2004 to 2007. Executive positions with Alcoa, Inc. from 1998 to 2004, including Vice President and Chief Customer Officer from 2003 to 2004 and President, Alcoa Engineered Products from 2001 to 2003.


Director Qualifications:

CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Polymer Group, Inc., and former President and Chief Executive Officer of Sappi Fine Paper North America.

Industry and Operational Expertise — Extensive mining industry experience, including in executive positions with Alcoa, Inc., an international aluminum producer, for over 8 years, including as former Vice President and Chief Customer Officer and former President, Alcoa Engineered Products.

International Experience — Extensive senior executive experience including former Chief Executive Officer of Polymer Group Inc., a company operating manufacturing facilities in nine countries.

Health, Safety, Environmental and Social Responsibility Experience — Experience serving on the Company’s Safety and Sustainability Committee, formerly the Operations and Safety Committee, and prior experience on the Environmental and Social Responsibility Committee. Current Chair of American Water Works Company, Inc. Safety, Environmental, Technology & Operations Committee.

Compensation Expertise — Experience serving as a member and current Chair of the Leadership Development and Compensation Committee. Current member of the Executive Development and Compensation Committee of American Water Works Company, Inc. Past Chair and current member of Southern Company Compensation and Management Succession Committee. Participation in compensation, benefits and related decisions in senior executive roles.

Board Experience — Service on the Company’s Board of Directors since 2005, as well as on the boards of several other companies, including as a current director of Southern Company, American Water Works Company, Inc. and Stericycle, Inc. Former director of Jacuzzi Brands, Inc.


RENÉ MÉDORI

Independent

Age: 62

Director Since: 2018

Board Committees:

Audit

René Médori, 62, currently serves as the Non-executive Chairman for Petrofac Ltd, a UK listed company, and serves as the Chairman of the Nominations Committee. He previously served as Senior Independent Director from 2017 – 2018 and as Chair of their Audit Committee. Prior to his retirement in April 2017, he served as Finance Director at Anglo American plc since 2005.


Director Qualifications:

Financial Expertise — Current Chair of the Audit Committee of Vinci SA. Former Chair of Cobham plc Audit Committee. Significant financial and commercial expertise from capital intensive businesses, supplying products to the oil refining, steel and mining industries and experience in international finance in the UK, Europe and the US. Former Finance Director of The BOC Group plc. Holds a doctorate in economics and degrees in finance and economics from the Université de Paris-Dauphine, France, and completed the Financial Management Programme at the Graduate School of Business, Stanford University.

International Experience — Extensive international experience as a director of multiple international and multinational mining and energy companies, including Anglo American plc, Petrofac Ltd, SSE plc and The BOC Group plc.

Operational and Industry Expertise — Extensive experience in the global energy and mining industries. Service as a director of Anglo American plc, a global mining company; as a director of Petrofac, a leading international service provider to the oil and gas production and processing industry; and as a director of SSE plc, a Scottish energy company headquartered in Perth, Scotland, United Kingdom.

Health, Safety, Environmental and Social Responsibility Experience — Experience managing matters related to regulatory, policy and social responsibility.

Board Experience — Service on the Company’s Board of Directors since 2018 and Chair of the Board of Petrofac since May 2018. Current service on the boards of Petrofac Ltd, and Vinci SA. Formerly served on the boards of Cobham plc, Anglo American plc, AngloGold Ashanti (JSE); Anglo American Platinum (JSE); SSE plc and The BOC Group plc.

2020 Proxy Statement     23


Table of Contents

Director Nominee Overview

JANE NELSON

Independent

Age: 59

Director Since: 2011

Board Committees:

Safety and Sustainability (Chair)
Corporate Governance and Nominating

Jane Nelson, 59, Founding Director of the Corporate Responsibility Initiative at Harvard Kennedy School, and a nonresident senior fellow at the Global Economy and Development Program at the Brookings Institution. A former senior associate of the Programme for Sustainability Leadership at Cambridge University and former Director at the International Business Leaders Forum from 1993 to 2009, and a senior advisor until 2013.

Director Qualifications:

International Experience — Former director at the International Business Leaders Forum; previously worked in the office of the United Nations Secretary-General with the UN Global Compact, and for the World Business Council for Sustainable Development in Africa, for FUNDES in Latin America, and as a Vice President at Citibank working in Asia, Europe and the Middle East. Service on the Economic Advisory Board of the International Finance Corporation (IFC), member of the World Economic Forum’s Global Future Council on Transparency and Anti-Corruption. Previously on the Leadership Council of the Initiative for Global Development, Co-Chair of the World Economic Forum’s Global Future Council on Food Systems Innovation, and member, Global Future Council on International Governance, Public-Private Cooperation and Sustainable Development.

Health, Safety, Environmental and Social Responsibility Expertise — Founding Director of Harvard Kennedy School’s Corporate Responsibility Initiative. One of the five track leaders for the Clinton Global Initiative in 2009, leading the track on Developing Human Capital. Served on advisory committees to over 45 global corporations, non-governmental organizations and government bodies since 1992. Current Chair of the Company’s Safety and Sustainability Committee.

Academic Experience — Director, Corporate Responsibility Initiative and adjunct lecturer in Public Policy, Harvard Kennedy School. Former faculty, Corporate Social Responsibility executive education program, Harvard Business School. Nonresident senior fellow at the Brookings Institution and a former senior associate at Cambridge University’s Programme for Sustainability Leadership. Author of five books, including the Academy of Management’s 2015 Best Book Award in the Social Issues in Management Division, and extensive publications on the topics of corporate responsibility, sustainability and international development.

Industry Expertise — Service on ExxonMobil’s External Sustainability Advisory Panel, previously on GE’s Sustainability Advisory Council; and Independent Advisory Panel, International Council on Mining and Metals Resource Endowment initiative; former external adviser to World Bank Group on social impacts in mining, oil and gas sector.

Board Experience — Service on the Company’s Board of Directors since 2011. Currently serves on the Board of Directors of the following non-public entity: Chevron’s Niger Delta Partnership Initiative Foundation. Prior service on the Boards of Directors of the Abraaj Group, FSG, SITA (now SUEZ) and the World Environment Center (now an Emeritus Director).


TOM PALMER

President and CEO

Age: 52

Director Since: 2019

Board Committees:

Executive-Finance

Thomas Palmer, 52, was appointed President and Chief Executive Officer and joined Newmont’s Board of Directors on October 1, 2019. Mr. Palmer served as President since June 2019 and as President and Chief Operating Officer from November 2018 until June 2019. Previously, he served as Executive Vice President and Chief Operating Officer since May 2016. Mr. Palmer was elected Senior Vice President, Asia Pacific in February 2015 after serving as Senior Vice President, Indonesia since March 2014.

Director Qualifications:

CEO/Executive Management Skills — Currently serving as the Company’s President and Chief Executive Officer. Extensive leadership experience in prior roles with Newmont and previously with Rio Tinto’s bauxite and alumina, coal, copper, iron ore and technology businesses leading global teams, improving safety, profitability, sustainability and diversity.

Operational and Industry Expertise — Over 27 years of operational experience in the mining industry with senior executive oversight of operations, labor relations and regulatory issues. Worked in a variety of roles across a number of commodities over a 20-year career with Rio Tinto, including Chief Operating Officer, Pilbara Mines, Rio Tinto Iron Ore; General Manager, Technology for the Bauxite and Alumina business; General Manager, Operations at Hail Creek coal mine; and General Manager, Asset Management at Palabora Mining Company in South Africa.

International Experience — Extensive senior executive experience working with multinational mining operations in Australia, Indonesia, South Africa and North America. Member of the World Gold Council, the International Council on Mining and Metals and the World Economic Forum Mining and Metals Board of Governors.

Health, Safety, Environmental and Social Responsibility Experience — Strong commitment to improving safety and productivity through implementation of safety culture programs. Prior service on the Board of the Minerals Council of Australia and former Chair of the Council’s Health and Safety Committee.

Labor and Compensation Expertise — Extensive labor relations and compensation experience in various senior executive roles including deep knowledge of organizational design, leadership development and talent management and oversight of human relations functions.

Board Experience — Service on the Company’s Board of Directors since October 2019 and prior service on the Board of the Minerals Council of Australia.

24     Newmont Corporation


Table of Contents

Director Nominee Overview

JULIO M. QUINTANA

Independent

Age: 60

Director Since: 2015

Board Committees:

Leadership Development and Compensation
Advisory Innovation & Technology (Chair)

Julio M. Quintana, 60, retired President and Chief Executive Officer of Tesco Corporation from September 2005 to December 2014 and as a Director from September 2004 to May 2015. Served as Tesco’s Executive Vice President and Chief Operating Officer from 2004 to 2005. Served in various executive roles for Schlumberger Technology Corporation from 1999 to 2004. Prior to Schlumberger, Mr. Quintana spent nearly 20 years in the oil and gas exploration and production business in various operational roles for Unocal Corporation.

Director Qualifications:

CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Tesco Corporation, a public company listed on NASDAQ, and other executive management positions noted above.

Operational and Industry Expertise — Over 35 years of experience in various aspects of the oil and gas exploration and production industry, including strong experience in upstream operations, a deep understanding of drilling and asset management technologies as former President and Chief Executive Officer and as Executive Vice President and Chief Operating Officer of Tesco Corporation, former Vice President of Exploitation of Schlumberger and as a current director of SM Energy since 2006. Awarded a Bachelor’s Degree in Mechanical Engineering from University of Southern California, Los Angeles.

International Experience — Extensive senior executive experience working with multinational drilling and exploration operations, including with Tesco Corporation and Schlumberger. Prior to Schlumberger, worked for almost 20 years in various operational roles for Unocal Corporation, a global petroleum exploration and production company.

Financial Experience — Extensive financial management experience in senior executive roles and as a member of the Audit Committee for SM Energy.

Compensation Expertise — Experience serving as a member of the Company’s Leadership Development and Compensation Committee and as a member of SM Energy’s and Basic Energy’s Compensation Committees. Participation in compensation, benefits and related decisions in senior executive, public company roles.

Board Experience — Service on the Company’s Board of Directors since October 2015, as well as on the boards of several other companies, including as a current Director of SM Energy Company, current Chair of Basic Energy Services and former director of Tesco Corporation.

2020 Proxy Statement     25


Table of Contents

Director Nominee Overview

Independence of Directors

The Board affirmatively determines the independence of each Director and each nominee for election as Director. For each individual deemed to be independent, the Board has determined (a) that there is no relationship with the Company, or (b) the relationship is immaterial. The Board has considered the independence standards of the New York Stock Exchange and adopted the additional categorical independence standards described below.

The Board has determined that the relationships that fall within the standards described in its independence standards are categorically immaterial. As such, provided that no law, rule or regulation precludes a determination of independence, the following relationships are not considered to be material relationships with the Company for purposes of assessing independence: service as an officer, executive director, employee or trustee or greater than five percent beneficial ownership in: (i) a supplier of goods or services to the Company if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater; (ii) a lender to the Company if the total amount of the Company’s indebtedness is less than one percent of the total consolidated assets of the lender; (iii) a charitable organization if the amount of the Company’s total annual charitable contributions to the organization is less than $1 million or two percent of that organization’s total annual gross receipts (excluding any amounts received through the Company’s employee matching program for charitable contributions), whichever is greater; or (iv) any relationship arising out of a transaction, or series of transactions, in which the amount involved is less than $120,000 in aggregate during the last three years. For the avoidance of doubt, the foregoing is intended to identify certain (but not all) relationships which are not considered material relationships for purposes of assessing independence. Any relationships falling outside of those categories are not necessarily deemed material, rather they will be specifically considered by the Corporate Governance and Nominating Committee and the Board in connection with individual independence determinations.

In making its independence determinations, the Board specifically considered the circumstances described below.

Ms. Bitar serves as a partner of Azerta, a consulting firm focused on strategic communications, public affairs, crisis management and digital communications. Azerta previously provided services to Goldcorp’s subsidiary Goldcorp Servicios, which was acquired by Newmont in 2019. Ms. Bitar did not manage the business relationship with Goldcorp Servicios, received no direct compensation from Goldcorp Servicios and does not hold a controlling interest in Azerta. This relationship met the categorical independence standard, which provides that acting as a holder of ownership interests in a supplier of goods or services is not considered to be a material relationship for purposes of assessing independence if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater. In addition, the business relationship between Goldcorp Servicios was terminated prior to Ms. Bitar’s appointment to the Company’s Board of Directors in June 2019. The relationship was considered by the Corporate Governance and Nominating Committee and the Board. Given that no other financial, personal or other relationship exists that might influence a reasonable person’s objectivity, the Corporate Governance and Nominating Committee and the Board determined that the relationship was not material for independence purposes.

Mr. Boyce serves as the Chair of the advisory board for the University of Arizona’s Lowell Institute for Mineral Resources. Mr. Boyce is not an employee of the Lowell Institute and the advisory board is not compensated for such service. The Company donated approximately $202,500 to the Lowell Mineral Institute in its 2019 fiscal year. Mr. Boyce’s appointment to the advisory board was not related to Newmont’s donations or involvement. The Company’s donation reflects its interest in promoting technological mining research and advancing the sustainable development of mineral resources. The relationship with the Lowell Institute meets the categorical independence standard, which provides that a donation does not constitute a material relationship with the Company that would affect independence if the total amount of the Company’s annual charitable contributions to the organization is less than $1 million or two percent of that organization’s total annual gross receipts, whichever is greater. The Corporate Governance and Nominating Committee and the Board have considered these circumstances and determined that the donation does not constitute a material relationship with the Company that would affect independence, and that no financial, personal or other relationship exists that might influence a reasonable person’s objectivity.

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Table of Contents

Director Nominee Overview

Ms. Briscoe serves as a non-executive director of Kal Tire Partnership, which engages in commercial transactions with the Company related to the supply of tires. The relationship was considered by the Corporate Governance and Nominating Committee and the Board. The relationship with Kal Tire Partnership meets the categorical independence standard, which provides that service as a director of a supplier of goods or services is not considered to be a material relationship for purposes of assessing independence if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater. Given that the relationship arises only as a result of Ms. Briscoe’s position as an independent director and that no other financial, personal or other relationship exists that might influence a reasonable person’s objectivity, the Corporate Governance and Nominating Committee and the Board determined that the relationship was not material for independence purposes.

Mr. Brook serves as a non-executive director at Incitec Pivot Limited (“IPL”), which, indirectly through its subsidiaries and joint ventures, engages in commercial transactions with the Company related to the supply of explosives. The relationship with IPL was considered by the Corporate Governance and Nominating Committee and the Board. The relationship with IPL meets the categorical independence standard, which provides that service as a director of a supplier of goods or services is not considered to be a material relationship for purposes of assessing independence if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater. Given that the relationship arises only as a result of Mr. Brook’s position as an independent director and that no other financial, personal or other relationship exists that might influence a reasonable person’s objectivity, the Corporate Governance and Nominating Committee and the Board determined that the relationship was not material for independence purposes.

Mr. Bucknor serves as an external director for the Bank of Ghana (“BoG”). BoG is the central bank of Ghana which formulates monetary policy, regulates financial markets, and regulates and supervises the banking and credit system in Ghana. The Company currently has operations in Ghana at Ahafo and Akeym. BoG does not act as a lender to the Company, and Mr. Bucknor’s appointment to the BoG board of directors was in no way related to his position as a Newmont Director. Given that Mr. Bucknor’s position is as an external non-employee director of BoG only, and that no other financial, personal or other relationship exists that might influence a reasonable person’s objectivity, the Corporate Governance and Nominating Committee and the Board determined that the relationship is not material for independence purposes.

Mr. Sartain serves as a non-executive director of ALS Limited (Australia) (“ALS Limited”). ALS Limited provides certain laboratory analytical services to the Company. The relationship was considered by the Corporate Governance and Nominating Committee and the Board. The relationship with ALS Limited meets the categorical independence standard, which provides that service as a director of a supplier of goods or services is not considered to be a material relationship for purposes of assessing independence if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater. Given that the relationship arises only as a result of Mr. Sartain’s position as an independent director and that no other financial, personal or other relationship exists that might influence a reasonable person’s objectivity, the Corporate Governance and Nominating Committee and the Board determined that the relationship was not material for independence purposes.

Based on the foregoing analysis, the Board has determined that all current members of the Board, other than the President and Chief Executive Officer, are independent. The above descriptions have been included for Cristina Bitar, Beverley Briscoe and Charles Sartain due to their role as Directors as of the time of filing of this Proxy Statement, but they will be retiring from the Newmont Board upon completion of their terms at the 2020 Annual Meeting this year.

The Board has determined that the following nominees for election pursuant to Proposal 1 are independent:

Gregory H. Boyce Matthew Coon Come René Médori
Bruce R. Brook Noreen Doyle Jane Nelson
J. Kofi Bucknor Veronica M. Hagen Julio Quintana
Maura Clark

Tom Palmer is not deemed independent due to his role as the President and Chief Executive Officer of the Company.

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Attendance at Meetings

During 2019, the Board of Directors held 22 meetings and Committees of the Board held a total of 29 meetings. Overall attendance by incumbent Director nominees at such meetings was approximately 98%. Each incumbent Director attended at least 75% or more of the aggregate of all meetings of the Board of Directors and Committees of the Board of Directors on which she or he served. It is the policy and practice of the Company that nominees for election at the Annual Meeting of Stockholders attend the meeting. All of the Board members at the time of the 2019 Annual Meeting of Stockholders attended the meeting.

Board Committees

The Board of Directors has, in addition to other committees, Audit, Leadership Development and Compensation, Corporate Governance and Nominating, and Safety and Sustainability Committees. All members of these four Committees are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Each Committee functions under a written charter adopted by the Board, which are available on our website at http://www.newmont.com/about/governance-ethics/. The current members of these Committees and the number of meetings held in 2019 are shown below. For the proposed Committee slates to become effective on April 21, 2020 following the Annual Meeting, see page 19.

Audit Committee(1)(2)
Bruce R. Brook,
Chair
J. Kofi Bucknor
René Médori
Clement Pelletier
Meetings in 2019: 6
Functions of the Committee
assists the Board in its oversight of the integrity of the Company’s financial statements
assists the Board in its oversight of the Company’s compliance with legal and regulatory requirements and corporate policies and controls, including controls over financial reporting, computerized information systems and cyber security
provides oversight of the Company’s internal audit function
authority to retain and terminate the Company’s independent auditors
approves auditing services and related fees and pre-approves any non-audit services
responsible for confirming the independence and objectivity of the independent auditors
please refer to “Report of the Audit Committee” on page 112
(1)

While all of the Audit Committee members are considered financially literate, the Board of Directors has determined that each of Bruce R. Brook, J. Kofi Bucknor, René Médori and Clement Pelletier is an Audit Committee Financial Expert, as a result of his knowledge, abilities, education and experience. Mr. Pelletier was appointed to the Audit Committee following his election to the Board on June 30, 2019 and will not stand for election in 2020. Each of Bruce R. Brook, J.Kofi Bucknor, René Médori and Clement Pelletier is an independent Director.

(2)

No Committee member will serve on the audit committees of more than two other public companies, unless the Board determines that such service does not impair the ability of such member to serve on the Company's Committee.

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Committees of the Board of Directors and Attendance

Leadership Development and Compensation Committee
Veronica M. Hagen,
Chair
Gregory H. Boyce
Beverley Anne Briscoe
Julio M. Quintana
Meetings in 2019: 7
Functions of the Committee
determines the components and compensation of the Company’s key employees, including its executive officers, subject to ratification by the full Board for CEO compensation
reviews senior leadership development, succession planning and talent management
reviews global inclusion and diversity strategy and progress of such strategy
determines awards of stock-based compensation, which for the CEO are subject to ratification by the full Board of Directors
please refer to “Compensation, Discussion and Analysis” and the “Report of the Leadership Development and Compensation Committee on Executive Compensation” beginning on pages 44 and 75, respectively

Corporate Governance and Nominating Committee
Noreen Doyle,
Chair
Bruce R. Brook
Veronica M. Hagen
Jane Nelson
Meetings in 2019: 6
Functions of the Committee
oversees Director and Chair succession planning and proposes slates of Directors to be nominated for election or re-election
proposes slates of officers to be elected
conducts evaluations of the performance of the Chief Executive Officer
responsible for recommending amount of Director compensation
reviews periodically the organization, size, operation, practice, and tenure policies of the Board
make recommendations to the Board regarding the evaluation of the independence of each director
develops and implements procedures for annual Board, Director Peer and Committee evaluations
annually considers the establishment and membership of committees of the Board, delegation of authority to such committees, leadership of such committees, and qualifications of committee members
advises Board of corporate governance issues

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Committees of the Board of Directors and Attendance

Safety and Sustainability Committee
Jane Nelson,
Chair
Cristina Bitar
Matthew Coon Come
Sheri E. Hickok
Charles Sartain
Meetings in 2019: 5
Functions of the Committee
provides advice, counsel and recommendations to the Board in its oversight of health, safety, loss prevention and operational security issues and management of risks related thereto
assists the Board in its oversight of sustainable development, environmental management and affairs, community relations, human rights, community, government and stakeholder relations and communications issues, including oversight of the Company’s annual Beyond the Mine Report
assists the Board in furtherance of its commitments to adoption of best practices in promotion of a healthy and safe work environment, and environmentally sound and socially responsible resource development including in connection with water management, climate change and carbon emissions and other ESG targets
administers the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to safety and sustainability

Other Committees

In addition to the four core Board committees listed above, the Board has also established the following Committees to support the Board in execution of its duties and responsibilities:

Executive-Finance Committee

The Company By-Laws established the authority of the Executive-Finance Committee. The Committee meets on an as-needed basis and performs transaction, expense and project reviews and also provides administrative approvals between regular meetings of the Board. This Committee is chaired by the Chair of the Board, Ms. Doyle, and its members include the Chair of the Audit Committee, Mr. Brook, and the Chief Executive Officer, Mr. Palmer.

Advisory Innovation and Technology Committee

The Board established this Advisory Committee in 2019 to assist with matters of innovation and technology in support of the Company’s strategy as requested by the Board, Safety & Sustainability Committee or Audit Committee, which may include supplemental reviews of cybersecurity programs and initiatives in connection with risks to the Company’s business and strategy. The Committee is chaired by Mr. Quintana.

Advisory Council on Canadian and Indigenous Affairs

The Board established this Advisory Council in 2019 to provide support and oversight to the company-led Global Center for Indigenous Community Relations, as well as to provide advice on Indigenous affairs to the Board of Directors. Dr. Coon-Come chairs this Advisory Council and will provide reports to the Safety and Sustainability Committee and the Board on the Advisory Council’s activities. The Safety and Sustainability Committee of the Board reviews and selects members of this Advisory Council.

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Key Corporate Governance Practices

We establish corporate governance standards and practices designed to create long-term value for our stockholders and positive influences on the governance of the Company. Our key corporate governance practices include:

Independent Chair
Diverse Board
Commitment to Board Refreshment
Annual Board and Committee Evaluations
Annual Director Elections
Majority Voting in Uncontested Director Elections
Director Overboarding Policy

Strong Director Attendance Record

Active Shareholder Outreach
Voluntarily Adopted Proxy Access
Stockholder Right to Call Special Meetings
Stockholder Right to Act by Written Consent
No Shareholder Rights Plan

Corporate Governance Guidelines and Charters

The Company has adopted Corporate Governance Guidelines that outline important policies and practices regarding the governance of the Company. In addition, each of the committees has adopted a charter outlining responsibilities and operations. As part of our standard governance practices, we updated the Corporate Governance Guidelines in October of 2018.

The Corporate Governance Guidelines and the charters are available on our website at http://www.newmont.com/about/governance-ethics/.

Director Orientation and Education

The Corporate Governance and Nominating Committee establishes and oversees director orientation and continuing education programs. Newmont’s on-boarding program for new directors includes a discussion of a broad range of topics, including the background of the Company, the Board and its governance model, long-term strategy and business operations, financial statements, business plan and capital structure, key industry and competitive factors, risk management systems, legal, business integrity and ethical responsibilities of the Board, as well as other matters relevant to the ability of a new director to fulfill her or his responsibilities. The program also includes one-on-one meetings with new directors and members of the senior management team. Our directors are expected to keep current on issues affecting Newmont and the mining industry and on developments with respect to their general responsibilities as directors. The Company will either provide or pay reasonable expenses for ongoing director education to enable them to perform their duties as directors. Ongoing director training includes presentations by senior management, its principal officers and its internal and independent auditors, as well as outside advisors and experts. Directors are also encouraged to visit the Company’s operating sites. Our directors typically visit one to two sites per year.

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Board Leadership and Independent Chair

Choosing the right leadership for the Board is an important responsibility. The Board of Directors selects the Chair of the Board in the manner and upon the criteria that it deems best for the Company at the time of selection. The Corporate Governance and Nominating Committee makes recommendations to the Board in connection with succession to the role of the Chair of the Board, and reviews director succession and leadership planning as a component of the Committee’s regular agenda. The Corporate Governance and Nominating Committee has established a long-term succession planning process and a distinguished pool of exceptionally experienced directors with a wide array of experience, skills and qualifications to draw from.

 

SEPARATION OF CHAIR AND CEO ROLES

Before 2008, the positions of Chair of the Board and Chief Executive Officer were held by a single person. In 2007, the Board of Directors considered a stockholder proposal included in the 2007 Proxy Statement regarding the separation of such roles. The Board agreed to separate the roles as of January 1, 2008, in response to the stockholder vote and the Board’s determination regarding what was in the best interest of the Company at such time. The Board will continue to evaluate whether this leadership structure is in the best interests of the stockholders on a regular basis.

     
2007/2008
                                                              

    

 
                                               
  2008     2016  
                 
    

NOMINATION OF AN INDEPENDENT
NON-EXECUTIVE CHAIR

In January 2008, the independent members of the Board of Directors elected an independent Non-Executive Chair in connection with the separation of Chair and Chief Executive Officer roles. The Board has had an Independent Non-Executive Chair since that time.

NON-EXECUTIVE CHAIR SUCCESSION

In July 2015, a Vice Chair role was created by the Board and Noreen Doyle was appointed to that role. In the interest of Board succession planning, in February 2016, the Board determined that Ms. Doyle would succeed the former Chair upon the Annual Meeting of Stockholder in April 2016. Ms. Doyle continues to serve in the role.

In consideration of the Company’s tenure and retirement age guidelines, it is expected that the Chair and Senior Independent Director will not stand for reelection in 2021. In order to facilitate a thoughtful and well-coordinated Board leadership transition, the Corporate Governance and Nominating Committee has engaged in a collaborative planning and assessment process led by the Senior Independent Director. As a part of that process, the Board determined that the appointment of a Vice Chair is a desirable part of the Board leadership succession. In February 2020, the Board determined that Ms. Doyle will continue to serve in the role of the Non-Executive Chair following the 2020 Annual Meeting of Stockholders, and that Gregory Boyce will be appointed to the role of the Vice Chair, effective April 21, 2020. The Non-Executive Chair and Vice Chair will work closely together towards a smooth Board leadership transition in the future.

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ROLE OF THE NON-EXECUTIVE CHAIR

The Non-Executive Chair serves as liaison between the Chief Executive Officer and the other Independent Directors, approves meeting agendas and schedules and notifies other members of the Board of Directors regarding any significant concerns of stockholders or interested parties of which she or he becomes aware. The Non-Executive Chair presides at all Board meetings and all Independent Directors sessions scheduled at each regular Board meeting. The Non-Executive Chair presides at stockholders’ meetings and provides advice and counsel to the Chief Executive Officer. Noreen Doyle has served in the role of Non-Executive Chair since 2016 and continues to serve in that role.

 

ROLE OF THE SENIOR INDEPENDENT DIRECTOR

The Senior Independent Director serves as liaison between the Corporate Governance and Nominating Committee, the Chief Executive Officer and the other Independent Directors to support the Chair succession planning process and procedures. The Board appointed Veronica Hagen Senior Independent Director in 2017 and she continues to serve in that role.

 

ROLE OF THE VICE CHAIR

The Vice Chair supports the Non-Executive Chair in connection with Board and strategic oversight and governance matters and will provide advice and counsel to the Chief Executive Officer as requested by the Non-Executive Chair. The Vice Chair may preside at meetings of the Directors and at meetings of the stockholders at the request of or in the absence of the Non-Executive Chair, and shall have such other powers and duties as may be prescribed by the Board or the Non-Executive Chair.

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Board Oversight of Risk Management 

THE BOARD OF DIRECTORS IS ENGAGED IN COMPANY-WIDE RISK MANAGEMENT OVERSIGHT.

Certain risk oversight responsibilities are delegated to Board Committees*

 
       

AUDIT COMMITTEE

   

LEADERSHIP DEVELOPMENT AND
COMPENSATION COMMITTEE

   

SAFETY AND
SUSTAINABILITY COMMITTEE

Provides risk oversight with respect to the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and corporate policies and controls, including controls over financial reporting, computerized information systems and cyber security, the independent auditor’s selection, retention, qualifications, objectivity and independence, and the performance of the Company’s internal audit function.

See page 112 for the Report of the Audit Committee.

Provides risk oversight with respect to compensation policies and programs, leadership talent development and succession planning, including global inclusion and diversity strategy.

For a discussion of the Leadership Development and Compensation Committee and Enterprise Risk Management team’s assessments of compensation-related risks, see “Compensation Discussion and Analysis — Executive Compensation Risk Assessment.”

Provides oversight and direction with regard to environmental—including related to climate change—social responsibility, community relations, human rights, operational security, loss prevention and safety risks.

Directors are entitled to rely on Management and the advice of the Company’s outside advisors and
auditors
, but must at all times have a reasonable basis for such reliance.


COMPANY MANAGEMENT

The Board of Directors relies upon the Chief Executive Officer, Chief Financial Officer and Executive Leadership Team to supervise the risk management activities within the Company, each of whom may provide reports directly to the Board of Directors and certain Board Committees, as appropriate. For example, the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations, and ethics rests with the management of the Company. Management, supported by an independent third party, also regularly assesses the Company’s cyber security risks to address mitigation and remediation actions. The Company has a global Enterprise Risk Management (“ERM”) team. The ERM team’s objectives include, but are not limited to, reporting on the ERM process and risk findings to the Disclosure Committee on a quarterly basis, the Audit Committee and the Safety and Sustainability Committee regularly, and to the full Board of Directors on at least an annual basis.

Oversight of the Company’s long-term strategy is a priority for the Board of Directors. The Board holds an annual two-day session to do a strategy deep-dive. At that session the Directors work closely with the Executive Leadership Team to review and collaborate on the strategy and the potential risks and opportunities of the business.


*

For a description of the functions of the various Board Committees, see “Board Committees” above.

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Board, Committee & Director Assessment

ANNUAL REVIEW     

In alignment with the Company’s Corporate Governance Guidelines, the Corporate Governance and Nominating Committee leads the Board in its annual review process, which includes:

The Board annual self-assessment of the performance and effectiveness of the Board and its Committees;
Committee annual self-assessments and charter reviews; and
Director peer evaluations of individual director performance.
BOARD
EVALUATION

The Company’s Board of Directors self-assessment process focuses on numerous aspects of corporate governance and performance of the Board’s duties and responsibilities. Individual questionnaire evaluations by each Board member are conducted on a confidential and anonymous basis.

See also below re periodic third party reviews.

COMMITTEE
SELF-ASSESSMENT

On an annual basis, the Chair of each Committee of the Board leads her or his respective Committee in a self-assessment and charter review and related discussions. Each Committee member completes confidential evaluations, in addition to discussion as a group in Committee executive sessions.

PEER
EVALUATIONS

The annual Director Peer Evaluation process is utilized as a tool to solicit confidential feedback from fellow members of the Board regarding individual director performance.

OUTCOME

In 2019, each Committee of the Board, as well as the full Board of Directors, concluded effective operations by the Board and Committees. In addition, all current Directors assessed their peers as meeting or exceeding expectations.

FOLLOW-UP

The Chair and the Corporate Governance and Nominating Committee use these results in conjunction with the assessment of the skills and characteristics of Board members, as well as in connection with making recommendations to the Board regarding the slate of directors for inclusion in the Company’s Proxy Statement for election at the Annual Meeting of Stockholders.

The Chair also conducts candid, one-on-one discussions with each independent Director regarding observations and suggestions, if any, from the peer evaluations. The Chair also presents the findings of the annual Board self-assessment to the full Board in executive session for discussion.

Policies and practices of the Board are updated per the evaluation results as appropriate. Director suggestions for improvements to the questionnaires and evaluation process are incorporated.

AREAS OF FOCUS

Among other topics, the Board self-evaluation questionnaire focuses on:

the Board’s overall responsibilities and effectiveness;
the structure and composition of the Board (including organization, size, operation, diversity and tenure policies);
the Board culture (both in executive session, as well as in connection with management and advisors);
oversight of the Company’s key issues and opportunities;
oversight of risk strategy and enterprise risk management;
oversight of business strategy and strategic planning process;
the adequacy and quality of information provided to the Board; and
the overall Board policies, processes and procedures.

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Third-Party Review

To enhance the review process, the Board will engage the services of an independent third party to perform an assessment of the Board and its Committees on a periodic basis as determined by the Corporate Governance and Nominating Committee. Such a review will take place in 2020. The process involves a candid and confidential interview of each Director and provides an opportunity for robust engagement. The interviews are followed with a facilitated discussion with the full Board detailing the strategic themes and opportunities raised in the interviews and any follow up items. This process provides the Board with best practice observations from a neutral third-party, and allows the Directors to share their perspectives and consider necessary adjustments, if any, in response to the collective feedback.

Process for Selecting New Directors

We have established a process for identifying and nominating Director candidates that has resulted in the election of a highly qualified, diverse and dedicated Board of Directors. The process is aligned with our Corporate Governance Guidelines and the Corporate Governance and Nominating Committee Charter, which are available on our website at http://www.newmont.com/about/governance-ethics/.

The Corporate Governance and Nominating Committee or other members of the Board of Directors identify the need to add new Board members, with careful consideration of the mix of qualifications, skills and experience represented on the Board of Directors. The Chair of the Corporate Governance and Nominating Committee coordinates the search for qualified candidates with input from management and other Board members.

The Corporate Governance and Nominating Committee screens and recommends candidates for nomination by the full Board. The Company’s By-Laws provide that the size of the Board may range from 8 to 17 members. The Board’s size as of the Record Date was 15 members. As part of the Board’s 2019 self-evaluation and the deliberations of the Corporate Governance and Nominating Committee, the Board concluded that the Board did not need to be as large as it has been since the closing of the Goldcorp acquisition, which increased the size of the Board from 12 to 15 members in accordance with the arrangement agreement. The Corporate Governance and Nominating Committee also considered investor feedback on Board size and governance as part of its discussions. The Corporate Governance and Nominating Committee and the Board determined that reducing the Board to 11 Directors (comprised of 10 independent non-executive Directors and one executive Director) would strike the right balance between ensuring diverse and broad expertise, perspectives and skills and promoting robust dialogue and accountability. In thinking about the size and skills of the Board going forward, the Corporate Governance and Nominating Committee considered the director skills and experience that relate most closely to the Company’s strategy.

An independent third-party search firm assists the Corporate Governance and Nominating Committee with its recruitment efforts and recommends candidates that satisfy the Board’s criteria. The search firm also provides research and pertinent information regarding candidates, as requested.

The Board of Directors has determined that Directors should possess the following minimum qualifications: (a) the highest personal and professional ethics, integrity and values; (b) commitment to representing the long-term interest of the stockholders; (c) broad experience at the policy-making level in business, government, education, technology or public interest; and (d) sufficient time to effectively fulfill duties as a Board member. The Board recommends qualified individuals who provide the mix of director characteristics and diverse experiences, perspectives and skills appropriate for the Company. The Corporate Governance and Nominating Committee would consider any candidates submitted by stockholders on the same basis as any other candidate. Any stockholder proposing a nomination should submit such candidate’s name, along

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with curriculum vitae or other summary of qualifications, experience and skills to the Corporate Secretary, Newmont Corporation, 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA (attention: Logan Hennessey).

Newmont considers skills, diversity and experience in deciding on nominees. The Corporate Governance and Nominating Committee considers a broad range of diversity, including diversity in terms of professional experience, skills and background, as well as diversity of domicile, nationality, race and gender, when evaluating candidates. We consider this through discussions at the Corporate Governance and Nominating Committee meetings. In evaluating a Director candidate, the Corporate Governance and Nominating Committee considers factors that are in the best interests of the Company and its stockholders.

Process for Selecting New Directors

1 SOURCE
CANDIDATE
Source Candidate Pool from
Independent Search Firms
Independent Directors
Stockholders
Management Referrals
2 IN-DEPTH REVIEW In-Depth Review by the Committee
Consider skills matrix
Consider strategic business priorities
Consider Board succession planning
Screen qualifications
Consider diversity
Review independence and potential conflicts
Meet with directors
3 RECOMMEND Recommend Selected Candidates for Appointment to our Board
4 REVIEW Review by full Board
5 SELECT
DIRECTOR(S)
Select Director(s)

Retirement Age and Board Refreshment

The Corporate Governance and Nominating Committee of the Board regularly considers director succession planning and the long-term make up of our Board, including how the members on our Board will change over time. The Company’s retirement policy for non-employee Directors in the Corporate Governance Guidelines (the “Guidelines”) provides that, no director will stand for election or re-election if such director: (i) will have reached the age of 75 as of the date of the upcoming Annual Meeting of Stockholders; or (ii) will have reached 15 years of service on the Board as of the date of the upcoming Annual Meeting of Stockholders, whichever is earlier; provided, however, that in its sole discretion, the Board, upon recommendation of the Governance Committee, may waive the age and tenure limitations for any director if the Board determines that a director possesses the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board and any perceived needs and that it is in the best interests of the Company and its Stockholders to do so. As of the Record Date, the average age of our Board of Directors nominees was approximately 63, with age diversity ranging from 52 to 74. The Corporate Governance and Nominating Committee aims to strike an appropriate balance between the deep expertise and knowledge that comes from longer-term service and the new experiences, perspectives and energy that can be provided with additions to the Board. As of the Record Date, the average tenure of our Board of Directors nominees

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was approximately 6 years. This average tenure is due in part to the inclusion of a newly appointed President & CEO as a member of Board of Directors in accordance with the Company’s By-Laws, as well as the appointment in 2019 of Dr. Coon Come and the proposed election of Maura Clark in 2020. The retirement policy of Newmont’s Board reflects the commitment of our Directors to Board refreshment and to seek balance in the boardroom. Tenure is one factor considered by the Board. Director succession planning also impacts tenure. See “Board Leadership and Independent Chair” and “Process for Selecting New Directors” for additional information.

Proxy Access

In 2016, the Board amended and restated the Company’s By-Laws to implement a market-standard “proxy access” by-law:

           
A stockholder, or a group of up
to 20 stockholders
3% for 3 years
owning 3% or more of the
Company’s outstanding
common stock continuously for
at least three (3) years
The stockholder or group may
nominate and include in the
Company’s proxy materials directors constituting up to the greater of
2 members or 20%
of the Board
Provided that the stockholder(s)
and the nominee(s) satisfy
the requirements specified in the By-Laws

Our By-Laws are available on our website at http://www.newmont.com/about/governance-ethics/.

Communications with Stockholders or Interested Parties

The Company values your feedback. Any stockholder or interested party who desires to contact the Company’s Chair, the non-management Directors as a group or the other members of the Board of Directors may do so by writing to the Corporate Secretary (attention: Logan Hennessey), Newmont Corporation, at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA. Any such communication should state the number of shares owned, if applicable. The Secretary will forward to the Chair any such communication addressed to the Chair, the non-employee Directors as a group or to the Board of Directors generally, and will forward such communication to other Board members, as appropriate, provided that such communication addresses a legitimate business issue. Any communication relating to accounting, auditing or fraud will be forwarded immediately to the Chair of the Audit Committee.

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Code of Conduct

Newmont’s Code of Conduct (the “Code”) publicly sets out the high standards of conduct expected of all of our Directors, employees and officers (including the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer and other persons performing financial reporting functions), as well as by our partners, vendors and contractors when they are working with us or on our behalf. The Code, which has been adopted by Newmont’s Board of Directors, sets out Newmont’s basic standards for ethical and legal behavior. The Code is available on our website at http://www.newmont.com/about/governance-ethics/. The Code is designed 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. Newmont will post on its website a description of any amendment to the Code and any waiver, including any implicit waiver, by Newmont of a provision of the Code to a Director or executive officer (including senior financial officers), the name of the person to whom the waiver was granted and the date of the waiver within four business days of such waiver or amendment. We granted no waivers under the Code in 2019.

Related Person Transactions

The Board has adopted written policies and procedures for approving related person transactions. 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 Audit Committee, the Leadership Development and Compensation Committee for compensation matters, or disinterested members of the Board. The policies apply to all executive officers, Directors and their family members and entities in which any of these individuals has a substantial ownership interest or control.

Compensation Consultant

The Board of Directors engaged Pay Governance LLC during 2019 to assist in the evaluation of independent Director compensation. For executive compensation consulting services in 2019, the Board of Directors engaged Frederic W. Cook & Co. (“FW Cook”). The Board utilizes a best practice approach of engaging separate advisors for Board compensation and management compensation to minimize the potential for conflict of interest. For a description of the executive compensation consulting services provided by FW Cook to the Leadership Development and Compensation Committee (“LDCC”) of the Board of Directors, see the Compensation Discussion and Analysis.

Executive Compensation Risk Assessment

We believe that Newmont’s compensation program for the Chief Executive Officer and Officers is structured in a way that balances risk and reward yet mitigates the incentive for excessive risk taking. Beyond prudent plan design and compensation policies, in 2017, an independent third-party team (from Mercer) completed a risk assessment of the executive compensation program at the request of the LDCC.

Overall, the risk assessment found that the compensation programs at Newmont align with stockholder interests, reward pay-for-performance, and do not promote unnecessary and excessive risk. The program is appropriately balanced between fixed and pay “at-risk.” Furthermore, it was determined that the LDCC provides appropriate oversight by reviewing and approving incentive program goals and payments and has the discretion to adjust results for unusual and/or extraordinary items.

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The key features mitigating risk in Newmont’s compensation program across various time horizons are summarized below:

SHORT-TERM (0-2 YEARS) MEDIUM- TO LONG-TERM (3+ YEARS)
Programs measure performance via multiple metrics, aligning executives with the Company’s annual business plan
The annual bonus program incorporates threshold performance levels as well as caps on overall payouts
All LTI award vehicles are denominated in shares, aligning with stockholder interests
Equity awards have three-year vesting provisions, which promote long-term value creation, aid in retention, and reduce the potential for short-term risk taking
Payouts of PSU awards are tied to relative TSR performance, providing an additional link to shareholder value; PSU awards are capped at 200% of target and 4x target grant value
Anti-hedging/pledging policies, a clawback policy, and stock ownership guidelines provide further alignment with and protection to stockholders
The Committee’s compensation consultant is independent, ensuring unbiased oversight of the Company’s compensation programs

Relative to the SEC considerations for evaluating employee compensation risk, no concerns were identified.

Director Compensation

The Board of Directors compensation program is reviewed by the Corporate Governance and Nominating Committee of the Board every year to ensure the program is competitive and supports recruiting and retention efforts. The program is compared to programs for the companies in our executive compensation peer group to ensure alignment with companies of a similar business scope and size. A secondary review is completed that summarizes practices for the Fortune 500 companies to provide context for general industry practices. Newmont completed a review of the program in 2019 and made no changes, given its alignment with peers and other Fortune 500 companies. Annual compensation for non-employee Directors for their service on the Board of Directors for 2019 and 2020 is set forth below:

Annual Retainer       $115,000 for each Director
$25,000 for the Chair of the Audit Committee
$12,000 for each Audit Committee Member
$20,000 for the Chair of the Leadership Development and Compensation Committee
$12,000 for each Leadership Development and Compensation Committee Member
$15,000 for the Chair of the Corporate Governance and Nominating Committee
$10,000 for each Corporate Governance and Nominating Committee Member
$15,000 for the Chair of the Safety and Sustainability Committee 
$10,000 for each Safety and Sustainability Committee Member
$300,000 for the Non-Executive Chair of the Board
Stock Award $160,000 of common stock or director stock units each year under the 2013 Stock Incentive Plan. The fair market value is determined on the first business day following election by the Board or re-election at the Company’s Annual Meeting, or as soon as administratively possible.

Additional compensation is not provided to our Directors for service on the Executive-Finance Committee or any advisory committees of the Board.

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Corporate Governance

The following table summarizes the total compensation paid to or earned by the Company’s non-employee Directors serving during 2019:

2019 Director Compensation

NAME(1)       FEES EARNED OR
PAID IN CASH
($)
      STOCK
AWARDS(2)
($)
      ALL OTHER
COMPENSATION(3)(4)(5)
($)
      TOTAL
($)
Cristina Bitar           $ 62,500 $ 160,000 $ 222,500
Gregory H. Boyce $ 132,000 $ 160,000                $ 5,000 $ 297,000
Beverley Anne Briscoe $ 63,500 $ 160,000 $ 223,500
Bruce R. Brook $ 162,000 $ 160,000 $ 3,954 $ 325,954
J. Kofi Bucknor $ 127,000 $ 160,000 $ 287,000
Joseph A. Carrabba $ 75,000 $ 160,000 $ 157,206 $ 392,206
Matthew Coon Come $ 62,500 $ 160,000 $ 222,500
Noreen Doyle $ 445,000 $ 160,000 $ 605,000
Veronica M. Hagen $ 157,000 $ 160,000 $ 5,000 $ 322,000
Sheri E. Hickok $ 125,000 $ 160,000 $ 285,000
Rene Medori $ 127,000 $ 160,000 $ 287,000
Jane Nelson $ 143,500 $ 160,000 $ 2,250 $ 305,750
Clement Pelleteir $ 63,500 $ 160,000 $ 223,500
Julio M. Quintana $ 127,000 $ 160,000 $ 287,000
Charles R. Sartain $ 62,500 $ 160,000 $ 250 $ 222,750
Molly P. Zhang $ 62,500 $ 160,000 $ 13,496 $ 235,996
(1) Mr. Palmer’s compensation is shown in the Summary Compensation Table.
(2) For 2019, all non-employee Directors elected to receive stock awards in the form of director stock units (“DSUs”). The amounts set forth next to each award represent the aggregate grant date fair value of such award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”) which was the average of the high and low sales price on the date of grant. For Messrs. Boyce, Brook, Bucknor, Carrabba, Médori and Sartain and Mmes. Doyle, Hagen Hickock and Zhang the grant date was June 5, 2019 with a grant date fair value of $34.405. For Messrs. Coon Come, Pelletier and Sartain and Mmes. Bitar and Briscoe the grant date was July 1, 2019, with a grant date fair value of $37.60. There are no other assumptions made in the valuation of the stock awards.
(3) The amount shown as All Other Compensation for Messrs. Boyce, Brook and Sartain and Mmes. Hagen and Nelson represents contributions made under the Company’s charitable Matching Gifts Program. Non-Employee Directors are eligible to participate in the Company’s Matching Gifts Program on the same basis as employees, pursuant to which the Company will match dollar-for-dollar, contributions to qualified tax-exempt organizations, not more than $5,000 per eligible donor per calendar year. The figures above represent the Company’s match of qualified charitable donations. The amount for Mr. Brook assumes a conversion rate of 0.7021 for Australian Dollar (“AUD”) to U.S. dollar for donations made in AUD.
(4) The amount shown as All Other Compensation for Mr. Carrabba represents accrued dividends paid in connection with the shares of common stock underlying 48,179 director stock units awarded to Mr. Carrabba from 2007 to 2019 pursuant to the Company’s director compensation program.
(5) The amount shown as All Other Compensation for Dr. Zhang represents accrued dividends paid in connection with the shares of common stock underlying 12,129 director stock units awarded to Dr. Zhang from 2017 to 2019 pursuant to the Company’s director compensation program.

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Corporate Governance

Outstanding Awards

The following table shows outstanding equity compensation for all non-employee Directors of the Company as of December 31, 2019, calculated with the closing price of $43.45:

STOCK AWARDS
NAME       AGGREGATE
DIRECTOR
STOCK UNITS
OUTSTANDING
(#)
      MARKET VALUE OF
OUTSTANDING
DIRECTOR
STOCK UNITS
($)
Cristina Bitar 4,255         $ 184,880
Gregory H. Boyce 25,736 $ 1,118,229
Beverley Anne Briscoe 4,255 $ 184,880
Bruce R. Brook 13,293 $ 577,581
J. Kofi Bucknor 13,293 $ 577,581
Matthew Coon Come 4,255 $ 184,880
Noreen Doyle 50,494 $ 2,193,964
Veronica M. Hagen 50,494 $ 2,193,964
Sheri E. Hickok 12,129 $ 527,005
Rene Medori 8,583 $ 372,931
Jane Nelson 38,226 $ 1,660,920
Clement Pelletier 4,255 $ 184,880
Julio M. Quintana 25,736 $ 1,118,229
Charles Sartain 4,255 $ 184,880

Share Ownership Guidelines

All Directors are encouraged to have a significant long-term financial interest in the Company. To encourage alignment of the interests of the Directors and the stockholders, each Director is expected to beneficially own shares of common stock (or hold director stock units) of the Company having a market value of five times the annual cash retainer payable under the Company’s Director compensation policy. Newly elected Directors are expected to meet this requirement within five years of first becoming a Director of the Company. Taking into consideration the volatility of the stock market, the impact of gold, copper and other commodity price fluctuations on the Company’s share price and the long-term nature of the ownership guidelines, it would be inappropriate to require Directors to increase their holdings because of a temporary decrease in the price of the Company’s shares. As such, once the guideline is achieved, future fluctuations in price are not deemed to affect compliance. Specifically, if a decline in the Company’s share price causes a Director’s failure to meet the guideline, the Director will not be required to purchase additional shares, but such Director will refrain from selling any shares until the threshold has again been achieved. Compliance is evaluated on a once-per-year basis, as of December 31 of each year. As of December 31, 2019, all Directors either met the share ownership guidelines or fell within the exceptions to the guidelines.

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We are asking stockholders to approve on an advisory basis, the compensation of our Named Executive Officers as described in the “Compensation Discussion and Analysis,” the compensation tables and related narrative discussion included in this Proxy Statement. This Proposal No. 2, commonly known as a “Say on Pay” proposal, gives stockholders the opportunity to approve, reject or abstain from voting with respect to our fiscal 2019 executive compensation programs and policies and the compensation paid to the Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers as described in this Proxy Statement.

This proposal allows our stockholders to express their opinions regarding the decisions of the Leadership Development and Compensation Committee (the “LDCC”) on the prior year’s annual compensation to the Named Executive Officers. Because your vote on this proposal is advisory, it will not be binding on us, the Board or the LDCC. However, your advisory vote will serve as an additional tool to guide the Board and the LDCC in continuing to improve the alignment of the Company’s executive compensation programs with the interests of the Company and its stockholders and is consistent with our commitment to high standards of corporate governance. The Board has adopted a policy of providing for annual advisory votes from stockholders on executive compensation. The next such vote will occur at the 2021 Annual Meeting of Stockholders.

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the “Compensation Discussion and Analysis,” compensation tables and related-narrative discussion in this 2020 Proxy Statement, is hereby APPROVED.

Approval of this proposal requires the affirmative vote of the holders of a majority of the shares entitled to vote on the proposal.

FOR
The Board of Directors unanimously recommends a vote FOR the foregoing resolution for the reasons outlined below.

Before you vote, we urge you to read the “Compensation Discussion and Analysis” section of this Proxy Statement for additional details on our executive compensation including the changes based upon stockholder feedback.

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   EXECUTIVE SUMMARY       45   
Operating Principles 45
Summary of 2019 45
Say on Pay Results and Our Stockholder Engagement 48
2019 Stockholder Engagement 49
Compensation Program Best Practices 50
Overview of Newmont’s Compensation Structure 51
 
EXECUTIVE COMPENSATION PROGRAM OVERVIEW 53
Philosophy and Principles 53
Process for Determining Executive Compensation 54
 
2019 COMPENSATION FOR NAMED EXECUTIVE OFFICERS 57
Components of our Compensation Program 58
Base Salary and Target Total Direct Compensation 58
Annual Incentive Compensation 60
Long-Term Equity Incentive Compensation 67
Perquisites 70
Clawback Provision 70
 
POST-EMPLOYMENT ARRANGEMENTS 70
Post-Employment Compensation 70
Retirement 71
Change of Control 71
Severance 72
Executive Agreements 72
 
PRACTICES AND POLICIES RELATED TO EQUITY COMPENSATION 72
Policy with Respect to the Granting of Equity Compensation 72
Criteria Considered in Determining the Amount of Equity-Based Compensation Awards 72
Accelerated Grant and Vesting of Stock Awards 73
Stock Ownership Guidelines 73
Restrictions on Trading Stock 74
Anti-Hedging and Pledging Policy 74
 
RESULTS OF THE 2019 ADVISORY VOTE ON 2018 EXECUTIVE COMPENSATION 74
Tax Deductibility of Compensation 74
 
REPORT OF THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION 75
Leadership Development and Compensation Committee Interlocks and Insider Participation 76
 
 
EXECUTIVE COMPENSATION TABLES 77
2019 Summary Compensation Table 77
2019 All Other Compensation Table 79
2019 Grants of Plan-Based Awards Table 80
2019 Outstanding Equity Awards at Fiscal Year-End Table 81
2019 Option Exercises and Stock Vested Table 83
2019 Pension Benefits Table 83
2019 Nonqualified Deferred Compensation Table 86
Potential Payments on Termination 92
Pay Ratio of Chief Executive Officer Compensation to Median Employee Compensation 95

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Compensation Discussion and Analysis

Executive Summary

Please reference “About Newmont Corporation” (pages 9-12) of this Proxy Statement for a description of our business, performance highlights, and our approach to sustainability and governance.

Operating Principles

The guiding principles below define the way we operate and successfully execute our strategy. Our pay program is designed to reinforce these priorities as we believe compensation is a meaningful tool to communicate and align our culture, actions, and stockholders’ interests.

OUR PURPOSE

To create value and improve lives through sustainable and responsible mining

OUR STRATEGY

Deliver superior operational execution
Sustain a global portfolio of long-life assets
Lead the gold sector in profitability and responsibility

OUR VALUES

                       
SAFETY INTEGRITY SUSTAINABILITY INCLUSION RESPONSIBILITY

Summary of 2019

A Transformational Year Built Upon a Strong Foundation

Major Accomplishments

                       
Assembled Industry’s Best Collection of Assets in Top-Tier Jurisdictions Continued to Elevate Quality of Assets Across Portfolio Returned Unprecedented Levels of Capital Directly to Shareholders Maintained Leading Balance Sheet with Divestitures and Record Refinancing Met Key Public ESG Targets and Safety Goals
Enhanced quality and sustainability of portfolio through acquisitions and divestitures
Established Nevada Gold Mines JV; world’s largest gold producing complex
Deepest project pipeline with significant opportunity for steady growth and strong returns
> $2.5 billion* in Full Potential Improvements across portfolio since 2013
Identified Full Potential* projects that will deliver more than $240 million of value from acquired operations
Delivered four projects on four continents on time and within budget
Approved Tanami 2 Expansion—further improving production and costs at this world-class asset
Returned $1.4 billion to shareholders via dividends and share buyback
Continued industry-leading dividend and yield*
Announced $1 billion share repurchase program in December 2019*
Refinanced 2019 debt with industry-best 10-year notes at 2.8%
Red Lake sale agreement signed for $375 million cash (up to $100 million in contingent payments)*
KCGM sale agreement signed for $775 million cash
Agreement to sell equity stake in Continental Gold for $260 million cash
Creating zero harm culture through visible, felt leadership and collaborative programs
DJSI—Ranked gold industry leader for 5th consecutive year
Ranked 3rd most transparent company in S&P 500 measured by Bloomberg ESG Disclosure Score
On track to reduce GHG emissions intensity by 16.5% by YE 2020
Met target to reduce freshwater consumption by 5%
*

See cautionary statement in Annex B-2

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Compensation Discussion and Analysis

A Year of Transition

Leadership Succession

As discussed in our “Letter to Stockholders” (pages 3-6 of this Proxy Statement), the Board of Directors appointed Tom Palmer President and Chief Executive Officer in October 2019 as a result of the planned succession for Gary Goldberg who retired from the role. The Board and the LDCC invest a considerable amount of time overseeing leadership development with a particular focus on the succession process. Mr. Palmer was appointed after demonstrating results in successive leadership roles, structured to prepare Mr. Palmer for CEO (displayed in the chart below), in addition to executive roles held prior to joining the Company in 2014. During this process and upon being named CEO, Mr. Palmer played a key role in leading many of the accomplishments noted on page 45, and with leadership of his team, set our strategy for 2020 which aims to continue our transformation, focused on delivering shareholder returns in line with our purpose, strategy and values.

CEO Pay Approach through the Transition

Described further in this CD&A, the LDCC takes a holistic approach in determining compensation to ensure appropriate alignment of pay level, pay process and performance. In determining the pay for Mr. Palmer, a variety of factors including but not limited to demonstrated performance through successive leadership roles, scope of the roles, competitive pay position, investor feedback, and internal equity were considered. As the succession plan and development progressed over his tenure, compensation was set to support and align to this process. Upon being appointed CEO, these factors, with the support of the Committee’s independent consultant, guided the decision on the initial pay level for Mr. Palmer as shown below. While recognizing his experience and performance, pay was intentionally set below the target total pay of our former CEO, Mr. Goldberg, who had served in the role of CEO for six and a half years. In combination with the planning process, the Committee takes a long-term view and considers pay scenarios over a multi-year horizon to forecast how pay should be aligned based on performance, competitive market rates and other factors to support the recognition and retention of a well-performing chief executive.

The table below illustrates Mr. Palmer’s salary, bonus and stock compensation on a Summary Compensation Table-equivalent approach(1) to reflect pay for 2019 and on an “on-target” approach(2) to clarify the annual “on-target” pay for the role since being named as CEO on October 1, 2019.

CEO COMPENSATION SUMMARY
CEO PAY SUMMARY - TOM PALMER       ANNUAL
SALARY
      ANNUAL
INCENTIVES
      TOTAL STOCK
AWARDS
      TOTAL
COMPENSATION
2019 Summary Compensation Table-Equivalent $ 917,857 $ 1,398,281 $ 4,600,310     $ 6,916,448
CEO Compensation(1)
Mr. Palmer’s 2019 CEO “annualized on-target” $ 1,175,000 $ 1,762,500 $ 5,500,000 $ 8,437,500
Compensation(2)
Former CEO “annualized on-target” Compensation(3) $ 1,300,000 $ 1,950,000 $ 7,150,000 $ 10,400,000

This table is not intended to supersede the Summary Compensation Table information on page 77 of this proxy statement, but to provide a summary on the primary pay components determined by the Committee in setting Mr. Palmer’s pay as CEO.

(1) Reflects actual salary and bonus paid to Mr. Palmer for 2019; long-term incentives reflect the projected accounting value as prescribed for reporting in the Summary Compensation Table versus the target value. Excludes Change in Pension Value and All Other Compensation.
(2) Reflects Mr. Palmer’s annualized “on-target” compensation pay level as determined by the Board of Directors before incentive plan performance upon his appointment to CEO as of October 1, 2019.
(3) Reflects our former CEO’s (Mr. Goldberg) annualized “on-target” compensation level prior to his transition as determined by the Board of Directors before incentive plan performance.

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Compensation Discussion and Analysis

Structure of Our CEO’s Pay – Aligned to Value Creation and Stockholder Interests
Along with determining appropriate pay levels, pay process is fundamental in supporting value creation and aligning results with stockholder interests. Our pay model is structured to represent the value chain from executing on strategy and operations, to delivering stockholder returns. Our approach is holistic and is mindful of our broad group of stakeholders; with this, our program is comprised of a balanced portfolio of operating, financial and ESG measures on an absolute and relative basis as illustrated below. Additional details on the components and our approach to executive pay is further described in subsequent sections of this CD&A.

Pay for Our Former CEO
Mr. Goldberg retired in good standing from the position of CEO effective October 1, 2019. To ensure a smooth CEO succession and leadership transition, particularly with the corporate transaction activity which occurred in 2019, and in line with investor feedback, Mr. Goldberg agreed to remain in the role of Executive Advisor upon departure from the role of CEO for a period of six months. The purpose of the role is to provide advisory support on integration and other transition support as needed during this period.

Upon transition into the Executive Advisor role, Mr. Goldberg’s salary was reduced to an annualized value of $100,000 and he is not eligible for the 2020 annual bonus plan or for a 2020 long-term incentive grant. Mr. Goldberg did not receive any additional compensation in connection with the Executive Advisor role and previously awarded compensation will payout under standard pay and vesting provisions. However, during the cycle of transactions which occurred in 2019, the Committee approved an amendment to Mr. Goldberg’s 2017 Performance Stock Unit (PSU) grant (which conforms with our now standard prorated vesting provisions under retirement for grants made 2018 and later for all eligible employees) to allow for pro-rated vesting to the effective date of retirement, in the event retirement occurred prior to the original cliff-vesting vest date. In approving the amendment, the Committee considered Mr. Goldberg’s long-standing contributions to the Company’s success, including his instrumental role in successful completion and integration of the transformative acquisition, as well as the importance of promoting planned and structured CEO succession and leadership transition. The Committee also recognized that Mr. Goldberg had substantially completed the service period for the 2017 award. With this amendment to the 2017 PSU, in accordance with disclosure rules, the valuation of the amended award is included in the 2019 Summary Compensation Table column for Stock Awards in addition to the valuation of this award which is also included in the Stock Awards column for 2017, even though it is not a new or additional grant. The full accounting value of the 2017 grant is reflected twice, in both the 2017 and 2019 Stock Awards column. Please reference the note “2019 Stock Award value for Mr. Goldberg” following the Summary Compensation Table for additional information.

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Compensation Discussion and Analysis

Say on Pay Results and Our Stockholder Engagement

In 2019, our “Say on Pay” proposal received 94% support, consistent with prior year and historic levels, indicating plan design and governance continues to be well aligned with our shareholders, their investor experience, business outcomes and governance best practices.

Stockholder engagement is ongoing at Newmont to ensure investor interests are incorporated into our planning process. Members of the LDCC and management reach out to at least the largest 25 shareholders directly to provide information about programs related to executive pay and ESG topics and to directly hear from our investors. Outcomes are shared with the executive leadership team and with the LDCC through the year.

Assessment and Engagement Process

Following is a summary of the process and actions taken to gather and address feedback from shareholders in 2019:

DESIGN PROCESS      ACTIVITIES COMPLETED/ONGOING
1 INPUT
Reviewed external feedback provided over the year and considered plan structure based on that feedback, in combination with the performance of the plans and alignment with business objectives
Reviewed feedback from 2018/2019 stockholder engagement cycle and Say on Pay result
Reviewed governance advisory service reports for positive components and areas of concern
2 DESIGN
Developed plan design considerations and changes to align with shareholder feedback where appropriate and business strategy going forward
Discussed feedback and design alternatives with the LDCC throughout the year
Conducted separate strategy and planning session with the LDCC to review feedback and identify key areas to address
3 CONFIRM
Discussed planned approach for changes with external stakeholders to ensure alignment
Conducted outreach program with shareholders to discuss proposed changes and solicit feedback to ensure alignment and incorporate final feedback
Engaged with governance organizations for additional input
4 FINALIZE
Finalized executive compensation program changes following LDCC approval
Incorporated engagement results into our disclosure for the 2020 proxy season

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Compensation Discussion and Analysis

2019 Stockholder Engagement

Newmont reached out to the largest 25 shareholders, representing 55% of shares owned.

Newmont reached out to the group to offer meetings and additional information on programs and planning, and a majority (38% of shares owned) engaged with us directly.

NEWMONT PARTICIPANTS
Various Company participants were included in the dialogue to ensure access to key roles in the executive compensation planning process.

Chair, Leadership Development and Compensation Committee
Executive Vice President and Chief Financial Officer
Senior Vice President, External Relations
Vice President, Investor Relations
Vice President, Associate General Counsel and Corporate Secretary
Vice President, Total Rewards

Participation by the Chair of the LDCC is offered to all firms within our outreach and the Chair participated in all calls where requested.

Key themes from this year’s stockholder feedback considered by the LDCC:

Positive feedback on plan design that has remained aligned with best practices
Continued discussion on refinement of incentive plan design over time to simplify programs where appropriate, to ensure target metrics are aligned with business priorities, and apply appropriate rigor to target setting
High level of engagement to better understand Newmont’s leadership in environmental, social, and governance initiatives, plans to continue managing to best in class programs and outcomes, inclusion of these goals in compensation programs, and ongoing full and transparent disclosures
Continued support of Newmont prioritizing and investing in our diversity and inclusion efforts and outcomes

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Compensation Discussion and Analysis

Compensation Program Best Practices

The following policies and practices highlight foundational elements of our compensation governance model that support sustainable business results and strong governance, as well as align with stockholder interests:

BEST PRACTICE FEATURES OF OUR PROGRAM

Robust Committee Charter and Involvement

Separate annual strategy and planning meeting to review shareholder results and determine areas of focus for the year
Business and leadership performance review meeting that occurs prior to meetings on determining pay results
Committee maintains and regularly reviews an Operating and Governance Model and Charter
Leadership, talent and inclusion and diversity reviews incorporated into each quarterly meeting
Succession planning reviews completed beyond CEO staff
Annual Benefits review covering Health, Welfare and Retirement
Independent Committee Advisor
Regular Executive Sessions of the Committee

Employee Ownership and Alignment

Market Competitive Stock Ownership Requirements — 6x base salary for the CEO
Well-managed equity “Burn Rate” — below 1%
Appropriate vesting terms — standard awards with at least a three-year vesting cycle
Performance stock plan that is aligned with stockholder experience

Shareholder Engagement

Regular engagement with stockholders to discuss governance and executive compensation
Annual Say on Pay vote

Risk Management

Risk Management Review of Executive Compensation completed by an independent third party
Audit of incentive plan processes, results and payments

Good Governance of Plan Features

Compensation clawback provision
Policy prohibiting hedging, pledging and margins
No Employment Agreements
Double-trigger change of control provisions and no excise tax gross-ups for Officers
Change of Control severance benefit multiple for future Officers lowered to 2x
No repricing of options

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Compensation Discussion and Analysis

Overview of Newmont’s Compensation Structure

Balanced Program that Supports Strategy, Sustainability and Profitable Growth

Mining is a long-term business with commitments and investments that can span decades through various commodity cycles and other macroeconomic events. This reality requires an appropriate balance within pay programs to focus short-term behavior and direct long-term outcomes, while motivating and retaining leadership through various economic and commodity cycles. The incentive plans incorporate operational, financial, individual, and share price metrics on both an annual, and longer-term timeframe. The programs reward for results in areas where leaders have the most influence on driving business performance and include measures that drive long-term performance gains for our stockholders.

Annual Incentives Focus on Mining Cycle and Value Creation

Long-Term Incentives Drive Shareholder Value & Promote Growth

Strategic objectives and leadership priorities
Operating, financial, environmental and social objectives:
Business results and alignment to shareholder experience
Value creation objectives:

Health & Safety
Culture of zero harm; industry leading health & safety performance

Share Price Performance
Executing strategic and operating objectives supports long-term value creation and superior share price performance

Exploration
Reserves and Resources pipeline for sustainable growth

Total Shareholder Return (TSR)
Relative TSR versus gold competitors supports the goal to deliver top quartile performance within the gold sector

Project Execution
Development and improvements for our most promising assets; efficient allocation of capital

Operating Cost
Focus on lowering operating costs and improving efficiency to achieve our full potential

Earnings
Theme of “value over volume”; generate cash to fund projects, dividends, debt reduction

Sustainability
Leading environmental, social and governance performance aligned with society’s expectations and our values

Integration
Delivering on financial synergies and organizational objectives to successfully integrate the newly acquired business

The program is designed to account for the unique components of the mining cycle, from discovery to reclamation. We recognize that within a commodities industry, the stock price is influenced by factors outside of the control of the company, but believe the metrics used within the programs direct behavior toward goals that drive value over time. Our balanced approach continues to orient toward achievement of critical goals, with the ability to earn incentives, even in periods with commodity price movement.

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Compensation Discussion and Analysis

Executive Pay Aligns with Performance over the Short- and Long-Term

As the commodity markets, and specifically gold price, vary over time, we review the performance elements of our compensation programs on a “plan” and “realized pay” basis to understand if they are reflecting business results over the near- and long-term. Considering operating and market performance over this period, we believe the compensation structure operated effectively in 2019 and no significant changes are needed.

2019 CEO Pay and Plan Performance Summary
Newmont improved year-over-year performance and successfully executed against plan targets, which is reflected in the results of the compensation programs for 2019. The following chart summarizes performance for 2019 on a percent-of-plan basis to indicate how plan structure and targets align with overall performance.

Salary: Set upon appointment to CEO role Salary
Determined based on competitive market data and performance
     
Strategic Objectives (SO): 165% Strategic Objectives (SO)
Exceeded targets on strategic objectives that supported operating, financial, and market results as summarized in “Annual Incentive Compensation”
Company Performance Bonus (CPB): 95% Company Performance Bonus (CPB)
Company achieved plan on most metrics with year-over-year performance improvement on growth metrics
Integration metrics were achieved above target for milestones achieved on time and exceeding financial goals
Restricted Stock Units (RSU): 100% Restricted Stock Units (RSU)
Awarded on an “on-target” basis
Performance Stock Units (PSU): 114% Performance Stock Units (PSU)
14% increase in stock price over the performance period and median TSR performance

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Compensation Discussion and Analysis

2015-2019 CEO Realized Pay and Performance Summary
The following illustrates the relationship between performance and realized pay over the last five years, including Mr. Goldberg’s tenure as CEO through 2018 and Mr. Palmer’s beginning in 2019. Pay earned over the period closely aligned with stockholder return for the same period.

Realized Pay(1) and TSR Alignment       Long-Term Realized Pay Aligns with Performance
86% percent of CEO pay is tied to performance measures that are aligned with driving stockholder returns
Average CEO pay during the five years from 2015-2019 was 64% above target pay versus a stock price increase of 132% over the same period.

(1)“Realized Pay” includes actual salary paid, actual bonus earned for the performance period, restricted stock units that vested in the year, and performance stock units earned and to be paid for the performance period ending that year. Stock compensation valued as of fiscal year end; December 31, 2019 closing price was $43.45.

Executive Compensation Program Overview

Newmont’s Executive Compensation Philosophy and Principles for Success

Pay for
performance
1       Set the right objectives 2       Clear and focused
program design
3       Open and transparent
engagement with
stakeholders
4

Philosophy and Principles

Newmont’s executive compensation programs are designed to effectively link the actions of our executives to business outcomes that drive value creation for stockholders. In designing these programs, we are guided by the following principles:

Maintaining a clear link between the achievement of business goals and compensation payout. Officers are evaluated and paid based on performance that drives long-term success and relative stock price improvement.
Selecting the right performance measures. Programs and metrics are measurable and linked to both short- and long-term strategy execution and result in increased stockholder value.
Designing programs that are clear and maintain line of sight. Each executive understands what is expected and required of them to contribute to the achievement of the business plan and how outcomes influence their compensation.
Sharing information and encouraging feedback. Transparency and open disclosure are core components of Newmont’s values and Newmont engages with stockholders and employees on a regular basis to provide insight into our goals, direction, and how resources are being used to drive value.

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Compensation Discussion and Analysis

Newmont Values and Leadership

Our shared values are foundational for all that we do as a company and acting according to those values is a key component to value creation. These values are incorporated into plan design and realized compensation. They are directly measured within the personal bonus component of the annual incentive plan, and central to leadership development and succession planning. Newmont is focused on leading indicators that support social goals and enable safe and sustainable operations.

Process for Determining Executive Compensation

Newmont has a robust process to develop and assess executive pay. Each year the LDCC conducts a detailed analysis of executive compensation to ensure program design aligns with the industry, business strategy and governance objectives, and pay levels align with the scope of the role, market, and desired pay mix by the importance of each component.

The LDCC considers a variety of factors when determining compensation to ensure alignment with goals, reasonableness of pay, internal equity, pay-for-performance, and ability to attract and retain executive talent. The primary items considered when making executive compensation decisions include:

FACTORS PURPOSE/KEY CONSIDERATIONS
Market Information To ensure reasonableness of pay relative to industry peers
Performance and Leadership To understand important context, such as: experience, skills and scope of responsibilities, individual performance, and succession planning
Pay Mix To ensure a significant majority of pay is “at-risk,” consistent with philosophy and comparator group practices
Pay Equity To understand whether internal pay differences are reasonable between executives and consistent with market practice
Total Compensation To understand the purpose and amount of each pay component as well as the sum of all elements to gauge reasonableness and total potential expense
Officer Compensation versus Total Shareholder Return and Other Performance Measures To ensure pay is aligned with stockholder experience and appropriate in the context of industry and market performance
Performance Sensitivity Analysis       To understand potential payments assuming various Company performance outcomes and understand how potential performance extremes are reflected in pay; a component of our compensation risk assessment

Roles Within the Review Process

The LDCC meets on a regular basis with the Chief Executive Officer and representatives from the Company’s Human Resources and Corporate Legal departments. The role of management is to provide the LDCC with perspectives on the business context and individual performance of our Officers to assist the LDCC in making its decisions. The Company’s Human Resources Department supports the LDCC by providing data and analyses on compensation levels and trends. In addition, external independent compensation experts consult with the LDCC regarding specific topics as further described in the following paragraph. An executive session, without management present, is held at the end of each LDCC meeting. The independent Directors make all decisions regarding the Chief Executive Officer’s compensation in executive session, upon the recommendation of the LDCC. The LDCC Chair provides regular reports to the Board of Directors regarding actions and discussions at LDCC meetings.

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Independent Compensation Advisors
The LDCC, which has the authority to retain special counsel and other experts, including compensation consultants, has engaged Frederic W. Cook (“FW Cook”) to assist the LDCC with: (1) advice regarding trends in executive compensation, (2) independent review of management proposals, and (3) an independent review and recommendation on Chief Executive Officer compensation, as well as other items that come before the LDCC. FW Cook has reviewed the compensation philosophy, objectives, strategy, benchmark analyses and recommendations regarding Officer compensation.

During 2019, FW Cook participated in all LDCC meetings and advised the LDCC with respect to compensation trends and best practices, incentive plan design, competitive pay levels and peers, our proxy disclosure, and individual pay decisions for our Named Executive Officers and other executive officers. While FW Cook regularly consults with management in performing work requested by the LDCC, FW Cook did not perform any separate additional services for management. The LDCC meets privately with the independent compensation consultant to review the compensation recommendations for the CEO and other Officers. Final decisions on compensation for the Named Executive Officers are made solely by the LDCC. The LDCC has assessed the independence of FW Cook pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the LDCC.

Talent Market and Industry Trends

The external talent market and broader industry practices are an additional consideration in plan design and pay decisions.

We strive to compensate our employees, including our Officers, competitively and the LDCC regularly reviews our executive compensation peer group with the aid of its independent consultant, FW Cook, and with input from management, to ensure appropriate representation of the competitive market for our talent.

When reviewing the appropriateness of a peer group, the LDCC reviews each existing and potential peer company’s industry, complexity of business and organizational size. Size measurement considers revenue – generally targeting between one-third and three times Newmont’s revenue, net income, total assets, market capitalization and number of employees. This approach ensures a reasonable basis of comparison. Newmont’s peer group may differ from the peer groups used by proxy advisory services, but all external peer groups are considered during the review. Further, Newmont considers its ranking within the peer group to ensure it is consistent with benchmarking standards and generally ranks at or near the median on these key scope metrics.

The LDCC completed a comprehensive review of the executive compensation peer group in 2018 for 2019 compensation planning and made some changes to further refine related industry and geographic comparisons. The peer group is weighted towards Newmont’s core business of mining (gold and global diversified companies, in particular) and other extractive companies with similar technical and global scope. That being the case, the LDCC determined that it was appropriate to remove United States Steel Corporation and Canadian Natural Resources, and to add Peabody Energy, Hess, and Marathon Oil for 2019. The LDCC believes the 2019 peer group appropriately represents the relevant industry comparators and companies where Newmont regularly competes for talent.

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2019 COMPENSATION BENCHMARKING PEER GROUP

Alcoa Corporation       Hess Corporation
Anadarko Petroleum Corporation Kinross Gold Corporation
Anglo American Marathon Oil Corporation
Apache Corporation The Mosaic Company
Barrick Gold Corporation Noble Energy, Inc.
Devon Energy Corporation Peabody Energy Corporation
EOG Resources, Inc. Rio Tinto plc.
First Quantum Minerals Ltd. Teck Resources Limited
Freeport-McMoran Copper and Gold Inc. Vulcan Materials Company
Goldcorp Inc.

NEWMONT PERCENTILE RANK VS. 2019 PEER GROUP(1)

Market Capitalization      
Employees
Total Revenues TMM
Total Assets TMM
(1) Trailing Twelve Month data at Q3 2019. Market capitalization as of December 31, 2019.

Certain changes were made to the group in preparation for 2020 compensation planning, including the removal of Goldcorp due to acquisition. Occidental Petroleum was added as a new peer given its complex and international extraction operations and similarity in size. Agnico Eagle Mines was also added to ensure meaningful gold mining representation among the group.

2020 COMPENSATION BENCHMARKING PEER GROUP

Agnico Eagle Mines Ltd.       Hess Corporation
Alcoa Corporation Kinross Gold Corporation
Anadarko Petroleum Corporation Marathon Oil Corporation
Anglo American The Mosaic Company
Apache Corporation Noble Energy, Inc.
Barrick Gold Corporation Occidental Petroleum Corporation
Devon Energy Corporation Peabody Energy Corporation
EOG Resources, Inc. Rio Tinto plc.
First Quantum Minerals Ltd. Teck Resources Limited
Freeport-McMoran Copper and Gold Inc. Vulcan Materials Company

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Compensation Discussion and Analysis

The LDCC determined that the appropriate market reference continues to be the median range, and that compensation position may be above or below the median range depending on the Company’s performance and other factors as described above. We do not formally target total compensation, or any specific element of compensation to a specific percentile of the peer group. Instead, the market data is used to provide a competitive range of pay levels and to obtain a general understanding of current compensation practices in our industry and related industries.

2019 Compensation for Named Executive Officers

In determining pay for each Officer, the LDCC takes a holistic approach to understand performance of the leadership team in areas such as developing and executing on the strategy, delivering results to stockholders through performance on operating, financial and social objectives, and achieving leadership expectations. While the amount of compensation may differ among our Officers, the compensation policies are generally the same for each of our Officers, including our Chief Executive Officer. In this section, we provide a summary of the Company performance results as well as the achievements for each of our Named Executive Officers which the LDCC considers in determining the Personal Bonus (described later in this section) and is one factor in determining the target compensation level for the subsequent year.

Discussed in this section are the following Named Executive Officers for 2019:

                             
THOMAS PALMER
President and Chief Executive Officer Since 2019
NANCY
BUESE

Executive Vice President and Chief Financial Officer Since 2016
ROBERT ATKINSON
Executive Vice President and Chief Operating Officer Since 2019
RANDY
ENGEL

Executive Vice President, Strategic Development Since 2008
STEPHEN GOTTESFELD
Executive Vice President, Chief Sustainability and External Affairs Officer Since 2019
GARY GOLDBERG
Executive Advisor and Former CEO Since 2019

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Components of our Compensation Program

Mining is a long-term business with commitments and investments that can span decades through various commodity cycles and other macroeconomic events. To address this, we have developed a balanced program that reflects the mining business cycle, but also focuses on metrics that can be measured in the near-term that drive value for our stockholders.

The components of total compensation emphasize performance-based rewards based on operational, financial, and share price performance. Details of each of the components, including the purpose or rationale for its selection, and the key features of the program are as follows:

 
  “At-Risk” Rewards
 
Base Salary       Corporate
Performance
Bonus
   Personal
Bonus
   Performance
Stock Units
   Restricted
Stock Units
  
                                                           
Reflects market
rate, skills,
experience
Rewards for annual performance Rewards for long-term
share price performance;
performance relative
to Gold Peers
   
Benchmarked to the median range of the market taking into consideration the incumbent and role Supports operating, financial, safety, and sustainability performance through targeted near-term Company and personal goals that drive overall strategic initiatives in the long-term Supports retention and is a direct tie to shareholder experience and incentive to focus on longer-term outcomes that result in superior stock price performance and making Newmont the preferred gold stock for investors
 

Base Salary and Target Total Direct Compensation

The LDCC considered the compensation levels of comparable positions in the market to help determine a reasonable base salary and total compensation range, but also considered individual performance, tenure and experience, overall Company performance, individual historical compensation and input from other Board members. While the LDCC has not adopted a policy regarding the internal relationship of compensation among the Named Executive Officers or other employees, this relationship is reviewed and discussed when the LDCC determines total compensation for our Officers.

Based upon a review of the elements noted above, in 2019, the LDCC set CEO and Named Executive Officer pay based upon market position, demonstrated results and role within the executive leadership team. Mr. Palmer was promoted to President and CEO in late 2019, and received additional salary and incentive target increases, commensurate with the increased scope of his position. Short-term and long-term incentive targets remained unchanged for the other Named Executive Officers.

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2019 Salary and Target Compensation

TARGET
SHORT-TERM
INCENTIVES
TARGET
LONG-TERM
INCENTIVES
% CHANGE FROM
2018 TO 2019
NAME    BASE
SALARY
   % OF
BASE
SALARY
   VALUE    VALUE    TARGET
TOTAL DIRECT
COMPENSATION
   BASE
SALARY
   TARGET
TOTAL DIRECT
COMPENSATION
Thomas Palmer $ 1,175,000 150% $ 1,762,500 $ 5,500,000 $ 8,437,500 Role Change in 2019
President through 9/30/19
$ 850,000 125% $ 1,062,500 $ 4,000,000 $ 5,912,500
Nancy Buese $ 735,000 100% $ 735,000 $ 2,502,500 $ 3,972,500 2.8% 1.0%
Robert Atkinson(2) $ 735,000 105% $ 771,750 $ 2,500,000 $ 4,006,750 New Hire in 2019
Randy Engel $ 650,000 90% $ 585,000 $ 1,950,000 $ 3,185,000 0.0% 0.0%
Stephen Gottesfeld $ 550,000 85% $ 467,500 $ 1,485,000 $ 2,502,500 0.0% 0.0%
Gary Goldberg(1) $ 100,000 150% $ N/A $ N/A $ 250,000 Role Change in 2019
CEO through 9/30/19
$ 1,300,000 150% $ 1,950,000 $ 7,150,000    $ 10,400,000
(1)

Effective as of October 1, 2019 upon retiring from the role of CEO, Mr. Goldberg assumed the role of executive advisor; his salary was changed to $100,000 annualized and he is not eligible for the 2020 bonus program or 2020 long-term incentive program.

(2)

Rob Atkinson assumed the role of EVP and Chief Operating Officer, effective June 1, 2019, with a base salary and incentive targets as shown above. The Company granted Mr. Atkinson $3.25 million in restricted stock units, representing his annual equity grant of $2.5 million and a sign on amount of $750,000 to compensate for compensation Mr. Atkinson forfeited at his prior employer. He also received a relocation stipend of $140,000 net of tax for each of his first and second years of employment to address relocation and expenses, and tax consultation benefits to support tax filing requirements over multiple countries.

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Annual Incentive Compensation

Annual Incentive Mix

70% 30%
Corporate Performance Personal Objectives
Awarded based on overall corporate performance results which include annual financial and operational targets based on key business objectives
Payment opportunity ranges from 0% to 200% of target based on corporate performance
Individual objectives for each Officer
Incorporates the leadership areas of strategy, people and organizational development, safety, operational execution and efficiency, corporate sustainability and financial goals
Payment opportunity ranges from 0% to 200% of target based on individual performance

Overall Results for 2019:

Annual bonus payouts ranged from 97% to 127% of target (out of a maximum opportunity of 200%)
Bonus awards are primarily driven by financial, safety and other key operating results; identification and execution of significant strategic, value accretive acquisitions and divestitures; implementation of the planned leadership succession and operating model
Results for each NEO are provided below; company and personal results are further described in the following sections

NEO Annual Incentive Awarded as a Percentage of the Total Opportunity

    
Delivered on key operating targets; bonus impacted for results not meeting plan
Met key public ESG goals
Assembled industry’s best collection of assets in top-tier jurisdictions
Returned unprecedented levels of capital directly to shareholders
Maintained leading balance sheet with divestitures and record refinancing

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Corporate Performance Bonus (70% of Annual Incentives)

Corporate Performance Bonus Highlights:

Awarded based on overall corporate performance results which include safety, financial, operational, and sustainability targets based on key business objectives
Program updates for 2019 included the addition of key integration metrics, designed to support our larger integration strategy, and simplification of targets in Safety and Sustainability due to ongoing integration activities
Performance against program resulted in an award of 95.1% of target payment for 2019

The Corporate Performance Bonus provides an annual reward based on short-term factors that drive business performance, and successful investment in and development of Company assets. The LDCC reviews and approves the performance metrics and target levels of performance annually to ensure metrics are well aligned to deliver shareholder value and targets have an appropriate amount of rigor.

Target Setting Process and Calculation of Corporate Performance Bonuses

The 2019 Corporate Performance Bonus targets were a mix of demanding financial, growth, and integration objectives. Using the annual business plan as the foundation for target setting, a rigorous process is completed annually to ensure the level of difficulty for the bonus plan targets and ranges are deemed to be reasonably challenging. It is the LDCC’s perspective that the target should be challenging, yet achievable, and the 2019 targets were structured accordingly. Key components of the process include:

SET TARGETS DEVELOP MODELS ANALYZE RESULTS LDCC REVIEW
Prior year results are reviewed
Initial targets are established based on the approved annual business plan
       
Statistical models are developed and analyzed based on historical performance
Year-over-year changes for targets and actual results are reviewed for measures that are comparable to inform the level of rigor in the plan
       
Sensitivity analyses are performed to test various potential outcomes, for example, production, cost, and other operating considerations
Potential individual and combinations of events are reviewed that result in various performance levels
       
Leadership tests the assumptions used to determine operating performance
Discussion includes appropriate performance improvement balanced by preventing incenting excessive risk

Prior year targets and actual results are reviewed to further inform the level of rigor in the plan targets where measures are comparable. Due to the nature of mining cycles, there are situations where the level of rigor may appear to decrease, however, these may be due to such things as mine planning, divestitures and/or unforeseen weather or geological events.

Targets were generally in line with the prior year’s plan, however again in 2019, we increased the level of performance required to achieve payments above target performance by implementing a measurable hurdle in the payout schedule. For our financial measures of CPB EBITDA(1) and Cash Sustaining Cost, the rate of payout was decreased from the standard payout schedule until performance reached or exceeded the prior year’s actual results.

(1) Non-GAAP financial measure. See reconciliation in Annex B.

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The Company’s focus on safety, profitability, growth, and sustainability set the overall theme of the Corporate Performance Bonus program. The components of the 2019 Corporate Performance Bonus are as follows:

COMPONENT       WHAT IT IS       WHY IT IS USED       SUMMARY OF RESULTS 2019

Health and Safety

Measures key safety indicators to ensure we continuously improve our health and safety results. It is Newmont’s objective to have critical controls consistently applied at all times.

Safety is a core value at Newmont. The Health and Safety measures support the strategic objectives of developing a culture of zero harm and achieving industry leading health and safety performance.

Total Recordable Injury Frequency Rate (TRIFR) was consistent year over year at 0.41 but below our target of 0.39 set for 2019. Good progress around integrating our critical controls across our new footprint continues.


CPB EBITDA

Measures pre-tax cash income or earnings from Newmont’s operations. It also serves as a proxy for cash flow from operations as it excludes payments for income taxes and financing.

CPB EBITDA is an important profitability metric reflective of our financial operating results. It aligns with our focus on delivering value to shareholders.

We underperformed to budget but were able to still deliver over $2.98B in CPB EBITDA(1). Financial performance continues to support our long term dividend strategy, returning value to stockholders.


Integration

Measures integration success through financial metrics and organizational development objectives.

To ensure we align the organization and deliver on our promises to shareholders.

We exceeded our integration metrics across a variety of measures. These include Financial and Organizational outcomes.


Cash Sustaining Cost

Measures the total production and early stage cost per gold equivalent ounce, including G&A, sustaining capital and other key operating expense items, excluding the impact of non-cash write-downs.

Cost is a key financial metric within employees’ control and helps to ensure efficiency and accountability to support a value focus for production. Cost continues to be an important operating metric due to continued volatility in gold price and the mining industry.

Costs were higher in 2019 due to impacts from geotechnical events, production interruptions and lower production across some of our regions. We expect this to improve in 2020 as we continue to drive consistent improvements across our entire portfolio.


Project Cost & Execution

Measures the progress of new key capital projects which are expected to add to Newmont’s production portfolio in the short-to medium-term. Project cost versus budget and development stage advancement are used to measure progress during the year.

New projects are important for sustaining Newmont’s business over the long-term as well as providing the opportunity to grow production capability.

Completed Ahafo Mill Expansion, Quecher Main and Borden projects in 2019 on or ahead of schedule and within or below budget. We also continued our investments in a number of other projects in our pipeline.


Reserves and Resources

Measures the reserves available for future mining as well as the mineralization not yet proven to the level required for reserve reporting.

The Reserves and Resources metrics promote the long-term sustainability of the business; this includes discovery of new deposits and the successful completion of the work needed to report new deposits.

Reserve additions continue to be focused on value over volume; converting only what the operations need. We had strong performance on our exploration targets in 2019 including 3.4Moz of gold reserves net of revisions and 4.9Moz of gold resources.(2)


Sustainability

Measures Newmont’s reputation, as well as achievement of key strategic Sustainability and External Relations objectives relating to access to land, resources and approvals.

Sustainability is a core value for Newmont. We are focused on delivering sustainable value for our people, stakeholders and host communities. Due to ongoing integration in 2019, only one external measure (DJSI) was used.

Newmont was named best in class across the gold sector, but we fell short of our goal of Industry Leader for 2019.

(1)

See definition and reconciliation in Annex B-1

(2)

Total Reserve additions for 2019 exclude additions from acquisitions and joint venture including Nevada Gold Mines JV. Corporate Performance Bonus results exclude additions from gold price changes and reclassifications. See Annex B-2 for reconciliation and cautionary statement.

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The structure and results of the Corporate Performance Bonus for 2019 are provided in the table below:

PERFORMANCE OBJECTIVES 2019 RESULTS

COMPONENT

      METRICS    WEIGHT    MIN    TARGET    MAX    RESULT    OUTCOME    PAYOUT(1)

Health
and Safety
Total
injury rates
(lagging)
TRIFR 20 % 0.47 0.39 0.31 0.41 80 % 16.0 %

Operational
Excellence

Value
creation
EBITDA per
share(2)
30 % $ 2.56 $ 4.24 $ 5.74 $ 3.69 94.9 % 28.5 %
Efficiency Cash
Sustaining
Costs (CSC
per GEO)(3)
20 % $ 1,019 $ 906 $ 772 $ 1014 26.8 % 5.3 %

Integration
Integration Run Rate 5 % $ 198.4M $ 248.M $ 289.0M $ 307.3M 200 % 10.0 %
Metrics Cost Sav 5 % $ 104.0M $ 130.0M $ 154.8M $ 204.9M 200 % 10.0 %
MBO 5 %   Assessed on process, execution and outcome 200 % 10.0 %

Growth
Project
execution
Progress &
Spend
5 % 20 % 100 % 200 % 161 % 8.10 %
Exploration
success
  Reserves per
1,000 shares(4)
2.5 % 2.38 3.66 5.22 4.16 131.8 % 3.3 %
Resources(4) 2.5 % 3.07 4.29 7.5 4.9 118.3 % 2.9 %

Sustainability
and External
Relations
Reputation Dow Jones
Sustainability
Index
Gold Class (within 1% of Industry Leader) Leader 20 % 1.0 %
Total Result 95.1 %
(1)

Calculated by multiplying “Weight” x “Outcome.”

(2) Non-GAAP; see reconciliation in Annex B
(3)

Gold equivalent ounces (“GEO”) are calculated as pounds or ounces produced multiplied by the ratio of the other metals’ price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($15/oz.), Lead ($0.90/lb.) and Zinc ($1.05/lb.) pricing for 2019.

(4)

Reserves and Resources performance includes revisions; see Annex B.

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Compensation Discussion and Analysis

The payout percentage for the Corporate Performance Bonus at target is 100%. If the minimum/threshold amounts are not achieved for a metric, no Corporate Performance Bonus is payable for that metric. For performance between the threshold and maximum for any metric, the amount is prorated to result in a payout percentage between 20% and a maximum of 200%. While there were some modifications to the plan in 2019 due to the transformative nature of the transactions, targets were in line with previous year. It is our intention to move away from the Integration metric in 2020 due to the integration activities largely being completed in 2019. The ongoing intention is to focus the team on year over year improvement in order to achieve maximum performance.

Corporate Performance Bonus Calculation

To calculate the Corporate Performance Bonus percentage for each of the Officers, the respective target percentage of eligible earnings (i.e., prorated salary) was multiplied by 95.1% to determine the actual value of the bonus. The amount of the Corporate Performance Bonus paid to the Officers is also reflected in the table following the Personal Bonus details.

Base Salary x CPB Target
(70% of AICP)
x CPB Result
(95.1%)
= CPB
Payout

Personal Bonus (30% Of Annual Incentives)

PERSONAL BONUS HIGHLIGHTS:

Incorporates the leadership areas of strategy, people and organizational development, safety, operational execution and efficiency, corporate sustainability and financial goals
Individualized personal objectives established for each Officer by the LDCC; the Chief Executive Officer provides year-end performance assessments for each Officer to the LDCC
Payment opportunity ranges from 0% to 200% of target based on individual performance around objective results and reasoned business judgment of the LDCC

Purpose of the Personal Bonus

The purpose of the Personal Bonus (shown in the Non-Equity Incentive Compensation Column of the Summary Compensation Table) is to align personal performance with key individualized objectives that will support the short-term strategic goals that drive the long-term sustainability and performance of the Company. This component of the executive compensation program provides for a well-rounded assessment of executive performance encompassing the broad spectrum of responsibilities inherent in senior leadership roles, resulting in an improved correlation of pay and performance. Specifically, the program serves to provide the ability to:

Differentiate awards based on a broad perspective of an individual’s contribution to the Company;
Holistically consider performance against functional and individual goals that drive overall corporate metrics;
Incentivize and reward for key objectives that may be difficult to quantify or lack immediate or tangible measures;
Reward for timely adjustments to business dynamics not anticipated prior to the performance period which may or may not be within management’s control;
Mitigate the potential risk of sub-optimized results due to a focus on set targets which may no longer be a key priority; and
Provide an extended long-term perspective ensuring directional alignment of current performance with the vision of the organization’s future.

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Determining the Personal Bonus

The Personal Bonus is not strictly formulaic given the difficulty in explicitly quantifying the aggregate performance. Accordingly, payments under this program are awarded based on results against annual objectives subject to the qualified business judgment of the LDCC. The LDCC receives a year-end performance assessment and recommendation for each of the NEOs (except for the Chief Executive Officer) from the Chief Executive Officer. For the Chief Executive Officer, the Board of Directors determines the Personal Bonus based on his performance against the stated objectives for the year, as well as other factors potentially not contemplated prior to the start of the year. While the Personal Bonus is based on pre-established and approved individual goals, they do not constitute performance measures that result in automatic payout levels. Instead, they provide a context for the Chief Executive Officer and LDCC to evaluate each NEO’s performance and contributions to the Company’s success. Personal Bonus payout amounts are reflected in the Non-Equity Incentive Compensation column of the Summary Compensation Table.

While no single personal objective is either material to an understanding of the Company’s compensation policies relating to the Personal Bonus program or dispositive in the LDCC’s decisions regarding the specific payout levels, in determining the awards for 2019, the LDCC considered the accomplishments as described below for each Named Executive Officer.

Personal Objectives Results

Key accomplishments for each of the Officers relative to their personal objectives are as follows:

Thomas Palmer: In 2019, Mr. Palmer assumed the role of CEO based on our planned succession and transition process. During the year, he played a key role in the transformation of Newmont, positioning the company as the world’s leading gold company with world class assets after completing two historic transactions. These efforts resulted in our largest Reserves in Company history, while maintaining an investment grade balance sheet, and importantly, maintaining our leadership position in safety and sustainability performance.

In support of this transformation, Mr. Palmer repositioned his leadership team, building on the foundation of experienced leaders, while appointing leaders with proven performance, industry and/or functional expertise. The team is comprised of current senior executives, senior leaders who were elevated to senior executive roles - supported through our robust leadership development process, and external talent appointments through the strategic recruiting of top industry talent. The strengthened gender and demographic diversity of the team is relied upon to bring different perspectives and arrive at optimal business decisions. Following this, Mr. Palmer has refined the organizational operating model to ensure our operational leaders can focus on the safe, reliable and productive delivery of our commitments and drive rapid replication of leading practices globally.

Other key performance measures for the year include delivering $2.9 billion of GAAP net income and adjusted EBITDA* of $3.7 billion, returning $1.4 billion to stockholders through dividends and share repurchases*, reporting an industry-leading 100.2 million ounces of Gold Mineral Reserves*, delivering four projects on four continents on-time and on-budget, recognition for industry-leading ESG performance – ranked as the top gold mining company by DJSI for the fifth consecutive year and the top mining company in Fortune’s 2020 list of World’s Most Admired Companies.

Nancy Buese: Ms. Buese was instrumental in the execution of the numerous business initiatives in 2019, including her leadership in the acquisition of Goldcorp, strategic sale of certain assets, and setting the foundation for a successful joint venture partnership with Nevada Gold Mines. She led the quick integration of finance functions to deliver upon the identification and achievement of significant synergies, and developed a combined business plan for 2020 in the midst of a highly transformative year. Ms. Buese continued to partner with our investors to ensure alignment on Newmont’s plan to deliver value creation over the long-term and to engage on environmental, social, and governance issues that are foundational to future success.

*

See Annex B.

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Robert Atkinson: Mr. Atkinson joined the team in June 2019. He visited all sites and provided strong direction with focused quick wins and resetting of expectations at each, leading to improved safety and operational delivery. More broadly, Mr. Atkinson helped strengthen the leadership team and assisted in determining the new operating model. He led and supported integration and full potential efforts at the newly acquired sites and across the regions through a determined focus on safety, resetting of standards and expectations, increased emphasis on productivity improvements and leading practices and skills across the Company. Mr. Atkinson also advanced our fatality risk management and security risk management programs, as well as enhanced the profile and quality of investigations of significant potential events and applications of lessons learned. The Ahafo Mill Expansion, Tanami Power Project, and Quecher Main projects all delivered and are operating well, and the Newmont project portfolio was reviewed and prioritized to support our future production and capital spend profile. Mr. Atkinson has also played a significant role in managing the Peñasquito relationship with the local community of Cedros and the Mexican State and Federal Government.

Randy Engel: Mr. Engel played a key leadership role in 2019, which was a year focused on value creation through business development initiatives. Through his work, he helped streamline Newmont’s asset portfolio by leading the acquisition of Goldcorp, negotiation of the joint venture with Nevada Gold Mines, and sale of Red Lake, KCGM, Nimba, and our interest in Continental. He also continues to lead efforts for future sustainable operations through frameworks for new jurisdiction risk management and future country entry strategies.

Stephen Gottesfeld: Mr. Gottesfeld began the year supporting the acquisition of Goldcorp and set up of the Nevada Gold Mines joint venture in the EVP, General Counsel role. Mr. Gottesfeld transitioned to the EVP, Chief Sustainability and External Affairs Officer role on June 1, 2019, and since then, has demonstrated impactful leadership at Peñasquito through synergy identifications and gap assessments, security enhancements, rule of law orientation and enforcement, communications strategy implementation and social and community engagement work. He has also led significant work on risk management through tailings matters related to the acquired sites. He continues to progress our leadership in sustainability and external relations in the mining industry, and has refined the reporting and communications strategy to help our stakeholders better understand our dedication to these initiatives.

Gary Goldberg: Mr. Goldberg began the year as CEO, driving the acquisition of Goldcorp as well as the preliminary integration efforts, and the establishment of the Nevada Gold Mines joint venture, which was the second transformative transaction of 2019. He partnered with Tom Palmer through his transition to the CEO role in October of 2019 and remains as Executive Advisor (as described in the Executive Summary of this CD&A) through March 2020. Gary’s leadership provided a firm foundation in a year of significant change.

The LDCC considered Mr. Palmer’s recommendations, other than for himself, and each Officer’s performance and key accomplishments in determining Personal Bonus amounts. The Committee approved the amounts as displayed under “Personal Bonus” in the table below.

To determine the amount for the Personal Bonus, salary, or eligible earnings, is multiplied by the Officer’s respective target percent and the performance result as shown:

Base Salary x Personal Bonus Target
(30% of AICP)
x Performance Result
(by Individual)
= Personal Bonus
Payout

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2019 Company, Personal and Total Bonus
Payouts for the Corporate Performance Bonus, the Personal Bonus and the resulting total annual bonus for each Named Executive Officer are displayed in the table below:

COMPANY BONUS (70%) PERSONAL BONUS (30%) TOTAL 2019
BONUS
NAME 2019
ELIGIBLE
EARNINGS
$(1)
TARGET
AICP %
2019
PERFORMANCE
RESULT
PAYOUT

TARGET
PAYOUT %

2019
PERFORMANCE
RESULT
PAYOUT COMPANY +
PERSONAL
PAYOUT
Thomas Palmer    $ 917,857    105 %           95.1 %    $ 801,961    45 %             165 %    $ 596,320    $ 1,398,281
Nancy Buese $ 730,934 70 % 95.1 % $ 486,583 30 % 200 % $ 438,560 $ 925,143
Robert Atkinson $ 399,808 73.5 % 95.1 % $ 279,460     31.5 % 115 % $ 144,830 $ 424,290
Randy Engel $ 650,000 63 % 95.1 % $ 389,435 27 % 200 % $ 351,000 $ 740,435
Stephen Gottesfeld $ 550,000 59.5 % 95.1 % $ 311,215 25.5 % 175 % $ 245,438 $ 556,652
Gary Goldberg $ 1,049,451 105 % 95.1 % $ 1,047,929 45 % 100 % $ 472,253 $ 1,520,182
(1) Officers that were hired or received a salary increase during 2019 have eligible earnings that differ from their annual base salary.

Long-Term Equity Incentive Compensation

Long-Term Equity Incentive Award Design

Performance Stock Units (PSUs)

PSU Compensation Highlights:

PSUs represent the single largest component of the Officer compensation program and are aligned with stockholders’ experience.
The 2019 PSU Program measures performance based on Newmont’s total shareholder return relative to gold mining industry peers, requiring above-median performance for target payout; and maintains a ‘maximum value cap’ and a ‘negative TSR cap’.

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Compensation Discussion and Analysis

PSU Awards Granted in 2019 - 2019 to 2021 Performance Period
The target stock award for each Officer in 2019 was determined using a value-based (set dollar amount) approach considering market data, historical pay practices, and individual role and performance. This value was then divided by the average daily closing price for the first 25 trading days of the three-year performance period to reduce the potential variability between the grant date and the performance baseline.

Target Value /  Stock Price Baseline = Target Performance
Stock Units

2019 PSU Peer Group
The number of shares earned is calculated based on the Total Shareholder Return (“TSR”) of Newmont’s common stock relative to the TSR of the members of an industry peer group during the performance period from 2019 to 2021.

Agnico Eagle Mines Limited       Gold Fields Limited
Anglogold Ashanti Limited Harmony Gold Mining Company Limited
Barrick Gold Corporation Kinross Gold Corporation
Compañía de Minas Buenaventura S.A.A. Newcrest Mining Limited
Freeport-McMoran Copper & Gold Inc. Yamana Gold Inc.

The TSR peer group varies from the total compensation peer group as the TSR peer group is comprised of only companies with large gold mining operations, irrespective of comparable company size. The LDCC determined that a relative TSR peer group should focus on companies with gold operations, as those are the Company’s direct competitors for investors and are subject to similar market forces related to gold price changes.

Determining PSU Awards - 2019 To 2021 Performance Period
To calculate the TSR during the period, the ending average price (the average closing price over the 20 trading days prior to and including the end of the period, February 18, 2022, plus the dividends distributed during the Performance Period accumulated on the ex-dividend date), is divided by the beginning average price (the average closing stock price over the twenty-five trading days prior to and not including the start date, February 25, 2019). The TSR is compared to the TSR peer group and this positioning is applied to the payout schedule, shown below.

RANK PAYOUT
1st and 2nd Rank 200 %
3rd Rank 167 %
4th Rank 133 %
5th Rank (57th Percentile) 100 %
6th Rank 83 %
7th Rank 67 %
8th Rank 50 %
9th Rank and below 0 %

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Compensation Discussion and Analysis

Performance can produce payout percentages ranging from 0% to 200%. Interpolation shall be used between the above thresholds. The payout percentage is capped at 100% if Newmont’s absolute TSR is negative for the period. Additionally, the total value of payout shall not exceed four times the dollar value of the value at grant.

The chart below shows the awards for each Officer made in late February 2019 for the Company’s performance for the period 2019-2021:

NAME       TARGET
AWARD
AMOUNT
      AWARD DATE
FMV OF
NEM STOCK
     

SHARES
AWARDED
(ROUNDED
DOWN)
(C=A/B)

(A) (B) (C=)
Thomas Palmer $ 2,666,667         $ 33.58 79,412
Nancy Buese $ 1,668,333 $ 33.58 49,682
Robert Atkinson(1) n/a n/a n/a
Randy Engel $ 1,300,000 $ 33.58 38,713
Stephen Gottesfeld $ 990,000 $ 33.58 29,481
Gary Goldberg $ 4,766,667 $ 33.58 141,949
(1)

Mr. Atkinson was hired following the annual award cycle and did not receive PSUs in 2019.

PSU Results for 2017-2020
Newmont’s stock price performed more favorably than many of its peers, with a 14% increase in total shareholder return over the extended performance period, resulting in a 114% payout and ended the period at the median of the PSU peer group resulting in no additional TPF payout factor. The final overall PSU performance was 114% (See 2018 proxy statement for full disclosure on plan design).

Restricted Stock Units

2019 Restricted Stock Unit Awards
The Company granted Restricted Stock Unit Awards on February 25, 2019. The RSUs vest in equal annual increments on the first, second and third anniversaries from the date of grant and are paid out in stock. The 2019 grants were made in the following amounts:

NAME       TARGET
AWARD
AMOUNT
      AWARD DATE
FMV OF
NEM STOCK
      SHARES
AWARDED
(ROUNDED
DOWN)
(C=A/B)
(A) (B) (C=)
Thomas Palmer $ 1,333,333         $ 35.97 37,067
Nancy Buese $ 834,167 $ 35.97 23,190
Robert Atkinson(1) n/a n/a n/a
Randy Engel $ 650,000 $ 35.97 18,070
Stephen Gottesfeld $ 495,000 $ 35.97 13,761
Gary Goldberg $ 2,383,333 $ 35.97 66,258
(1)

Mr. Atkinson was hired following the annual award cycle and received new hire awards in July 2019, as detailed in the Grants of Plan-Based Awards Table.

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Compensation Discussion and Analysis

The Company accrues cash dividend equivalents on PSUs and RSUs and makes the payment after vesting when common stock is issued.

Perquisites

The Company’s philosophy is to provide minimal perquisites to its executives. The LDCC believes that these perquisites are reasonable and consistent with prevailing market practice and the Company’s overall compensation program. Perquisites are not a material part of our compensation program.

The Company provides financial advisory services for the executives to assist with managing complex personal financial planning and demands of their role. For 2019, the benefit value ranges from $13,595 to $17,120 depending on employee level, and the executive may decide whether or not to receive the financial advisory services. If the executive elects to receive the financial advisory services, the amount of such services will be paid by the Company but not grossed up for tax liability. Separately, as the Company believes in promoting financial wellness for all employees, the Company also provides access to individual financial planning services for all employees under the terms of the agreement with the Company’s 401(k) administrator.

Minimal personal use of administrative assistant services is occasionally provided by Company staff. Our NEOs and other executives receive preferred flight status within certain airline programs.

In alignment with Newmont’s safety and wellness culture, the LDCC approved the implementation of annual Executive Health Assessments for the CEO and the executive team, including all of the Named Executive Officers. Use of this benefit is voluntary and not all executives utilize it annually. Value for the assessment ranges from approximately $2,181 to $3,150 per senior executive and does not include a tax gross-up.

Clawback Provision

With respect to the corporate bonus and PSU programs, the Leadership Development and Compensation Committee, to the full extent permitted by governing law, has the discretion to require reimbursement from an executive officer if it determines that the officer engaged in conduct that led to the achievement of certain financial results that were subsequently the subject of a restatement, and resulted in incentive payouts above the amount that would have been awarded otherwise. Additionally, to the full extent permitted by governing law, the Leadership Development and Compensation Committee, shall have the discretion to require reimbursement of corporate bonus, personal bonus, PSUs and RSUs if the eligible executive officer is terminated for cause.

Post-Employment Arrangements

Post-Employment Compensation

In order to alleviate concerns that may arise in the event of an employee’s separation from service with the Company and enable employees to focus on Company duties, the Company has post-employment compensation plans and programs in place that include Company funded benefits as well as employee contribution-based benefits. Post-employment compensation plans and programs provide for a broad range of post-employment benefits to employees, including Officers, and create strong incentives for employees to remain with the Company. The Company’s decisions regarding post-employment compensation take into account the industry sector and general business comparisons to ensure post-employment compensation is aligned with the broader market.

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Compensation Discussion and Analysis

Retirement

The Company offers two tax-qualified retirement plans, the Pension Plan, which is a defined benefit plan, and the Savings Plan, which is a defined contribution plan (401(k)). Both of these plans are available to a broad range of Company employees, generally including all U.S. domestic salaried employees. Because of the qualified status of the Pension Plan and Savings Plan, the Internal Revenue Code limits the benefits available to highly-compensated employees. As a result, the Company provides a non-qualified defined benefit plan (Pension Equalization Plan) and a non-qualified savings plan (Savings Equalization Plan) for executive grade level employees who are subject to the Internal Revenue Code limitations in the qualified plans. The two equalization plans are in place to give executive grade level employees the full benefit intended under the qualified plans by making them whole for benefits otherwise lost as a result of Internal Revenue Code annual compensation limits.

On a regular basis, the Company reviews its retirement benefits. The purpose of the review is to assess the level of replacement income that the Company’s retirement plans provide for a full career Newmont employee. The Company attempts to maintain a competitive suite of retirement benefits that accomplishes a degree of income replacement post retirement. The level of income replacement varies depending on the income level of the employee. The benefits included in the analysis are the pension plan, pension equalization plan, 401(k) matching contribution and social security benefits. The Company retirement benefits are important hiring and retention tools for all levels of employees within the Company.

See the 2019 Pension Benefits Table and 2019 Non-Qualified Deferred Compensation Table for a description of benefits payable to the Officers under the Pension Plan, Pension Equalization Plan and the Savings Equalization Plan.

Change of Control

The Company recognizes that the potential for a change of control can create uncertainty for its employees that may interfere with an executive’s ability to efficiently perform his or her duties or may result in a voluntary termination of an executive’s employment with the Company during a critical period. As a result, the Company has a legacy, 2008 Executive Change of Control Plan and a more recent, 2012 Executive Change of Control Plan, applicable to anyone hired or promoted into an eligible position on or after January 1, 2012. The 2008 plan remains in place for employees who were eligible on, or prior to, December 31, 2011. Neither plan contains an excise tax gross up, and the 2012 plan reduced the formula for the change of control base cash benefit, removed retirement plan contributions and reduced the time period for continuation of health benefits. Of the Named Executive Officers, based on their dates of hire, Messrs. Engel, Gottesfeld and Goldberg are eligible for benefits under the 2008 Executive Change of Control Plan; Mr. Palmer, Ms. Buese, and Mr. Atkinson are eligible for benefits under the 2012 Executive Change of Control Plan.

Beginning in 2017, in the event of a Change of Control, and a qualifying termination of employment, all new and future officers are eligible to receive no more than two times annual pay and other benefits. In the event of a Change of Control, as defined in both the 2008 and 2012 Plans, and a qualifying termination of employment, certain designated Officers receive up to three times annual pay and other benefits namely Messrs. Palmer, Goldberg, Gottesfeld and Engel have the three times annual pay benefit. Ms. Buese has two and one half times annual pay benefit and Mr. Atkinson is at two times annual pay benefit. See the Potential Payments Upon Termination or Change of Control section for potential amounts payable to the Officers under the applicable Change of Control Plan. These benefits, paid upon termination of employment following a change of control on what is sometimes referred to as a “double-trigger” basis, provide incentive for executives to remain employed to complete the transaction and provide compensation for any loss of employment thereafter.

The 2013 Stock Incentive Plan approved by stockholders in 2013 incorporates a double-trigger upon change of control for any equity vesting and all equity outstanding only vests upon a double-trigger of change of control and termination of employment.

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Compensation Discussion and Analysis

Severance

On October 26, 2011, the Company adopted the Executive Severance Plan of Newmont (the “ESP”) which replaced the Severance Plan of Newmont for employees in executive levels. The ESP provides severance benefits following involuntary termination without cause. The ESP was adopted to mitigate negotiation of benefits upon termination, provide additional protection to the Company and define and cap severance costs. Maximum benefits under the ESP are reduced from the prior severance plan of Newmont. Equity will vest pro-rata. The pro-rata portion represents the amount deemed to be earned. The purpose of the ESP is to provide income and benefit replacement for a period following employment termination, where termination is not for cause. The ESP allows the terminated employee time and resources to seek future employment.

See the Potential Payments on Termination section for potential amounts payable to the Officers.

Executive Agreements

All of the Officers are at-will employees of the Company, without employment agreements.

Practices and Policies Related to Equity Compensation

Policy with Respect to the Granting of Equity Compensation

The Board has delegated to the LDCC the authority to grant equity to Officers, except the CEO; Board of Directors’ approval is required for CEO grants.

Criteria Considered in Determining the Amount of Equity-Based Compensation Awards

The LDCC considers several factors when determining equity awards for our Officers, including performance, market practice, projected business needs, the projected impact on stockholder dilution, and the associated compensation expense that will be included in our financial statements. Based on these considerations, the LDCC has managed stockholder dilution well within the norms of our peers and stated guidelines from proxy advisory services and institutional investors. For 2019, Newmont’s gross burn rate (annual use of shares as a percentage of shares outstanding) was approximately 0.42% (with an additional 0.16% made in the form of Goldcorp Replacement Awards pursuant to the Arrangement Agreement), below the benchmark set by governance advisory services for our industry.

Determination of Awards

The LDCC grants equity awards to the Officers and recommends equity awards for the CEO to the full Board to approve. In addition to the targets discussed above, the LDCC is responsible for determining who should receive awards, when the awards should be made and the number of shares to be granted for each award (in accordance with “Newmont’s Policy with Respect to the Granting of Equity Compensation” as described above). The LDCC considers grants of long-term incentive awards to the Officers each fiscal year. The awards are granted at fair market value (the average of the grant date high and low stock price for Newmont) shortly after the release of quarterly earnings, in which case, financial performance and potentially other material items have already been disclosed publicly, prior to the granting of any awards.

Awards granted in 2019 were determined in accordance with the terms of each long-term incentive program as approved by the LDCC.

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Compensation Discussion and Analysis

Accelerated Grant and Vesting of Stock Awards

Change of Control

Immediately prior to a change of control: PSU performance will be measured using the change of control price of the Company stock. The pro-rata percentage of the actual payout of PSUs correlating to the period of time that elapsed prior to the change of control shall be granted in common stock. For the remainder of the actual PSUs correlating to the performance period that did not elapse prior to the change of control, the Company will issue restricted stock units that will vest at the end of the performance period. In the event of the acquiring company not issuing equity, the acquiring company may issue cash equivalent awards.

Termination of Employment Following Change of Control

All PSUs and RSUs vest upon termination of employment following a change of control.

Death / Long-Term Disability / Retirement / Severance

PSUs: In the event of severance, retirement, death or disability, PSU grants shall vest in a pro-rata amount based on actual performance for each PSU award. Performance for the time period for each award will be calculated (using the most recent fiscal quarter-end performance) and settled accordingly on a pro-rated basis.
RSUs: In the event of severance, retirement, death or disability, RSU grants shall vest in a pro-rata amount based upon the date of grant and separation date. For grants starting in 2018, after the first anniversary, the full award shall continue to vest on the vesting schedule in retirement if the grantee is at least age 55, with at least 5 years of continuous service and a total of 65 when adding age plus years of continuous service.

Stock Ownership Guidelines

The Company’s stock ownership guidelines require that all Officers own shares of the Company’s stock, the value of which is a multiple of base salary. For the Officers, the stock ownership guidelines are as follows and in the adjoining table:

Executive Stock Ownership Requirements

CEO            

6x Annual Base Salary

Other NEOs  

3x Annual Base Salary

Stock ownership guidelines were put in place to increase the alignment of interests between executives and stockholders by encouraging executives to act as equity owners of the Company. The LDCC sets the ownership guidelines by considering the size of stock awards. Directly and indirectly owned common stock and unvested RSUs are considered owned for purposes of the guidelines. The LDCC reviews compliance with the guidelines annually. Executives who are new to their positions have five years to comply with the guidelines. Mr. Palmer currently exceeds the stock ownership guideline owning approximately nine times his 2019 base salary as of December 31, 2019, valued at the Newmont closing price on December 31, 2019 of $43.45. All of the executives identified above are in compliance with the stock ownership guidelines or fall within the exception period.

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Compensation Discussion and Analysis

Restrictions on Trading Stock

The Company has adopted a Stock Trading Standard (the “Standard”) for its employees, including the Officers. The Standard prohibits certain employees from trading during specific periods at the end of each quarter until after the Company’s public disclosure of financial and operating results for that quarter, unless they have received the approval of the Company’s general counsel. The Company may impose additional restricted trading periods at any time if it believes trading by employees would not be appropriate because of developments at the Company that are, or could be, material. In addition, the Company requires pre-clearance of trades in Company securities for its Officers and prohibits buying shares on margin or using shares as collateral for loans. Other than as stated in this paragraph and the stock ownership requirements stated above, the Company does not have a holding period on common stock delivered following the expiration of a restricted stock unit vesting period, or common stock delivered following the exercise of a stock option.

Anti-Hedging and Pledging Policy

The Company’s Standard prohibits short sales, hedging transactions and stock pledges by directors and executive officers, this group includes all current members of the Executive Leadership Team of the Company. Our directors and executive officers are prohibited from: (i) engaging in any short sales of Newmont securities; (ii) buying or selling puts and calls on Newmont securities; (iii) entering into hedging transactions involving Newmont securities; and (iv) holding Newmont securities in a margin account or pledge Newmont securities as collateral for a loan. The Standard provides that to the extent legally permissible, specific exceptions may be granted on a case-by-case basis with respect to the prohibition on pledges at the discretion of the Company’s Executive Vice President and General Counsel or Vice President, Associate General Counsel and Corporate Secretary. To date, no such exceptions to the Trading Standard have been granted. Although the Standard does not impose similar restrictions on non-executive employees of the Company, it sets forth the requirements for trading in Newmont securities, including a general prohibition on trading in Newmont’s securities by insiders while in possession of material non-public information.

Results of the 2019 Advisory Vote on 2018 Executive Compensation

In 2019, Newmont conducted an advisory vote on the 2018 compensation of the Officers in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in 2010, commonly known as “Say on Pay.” In 2019, our Say on Pay proposal received 94% support. Newmont regularly engages stockholders to discuss a variety of aspects of our business and welcomes stockholder input and feedback. The Say on Pay vote serves as an additional tool to guide the Board and the LDCC in ensuring alignment of the Company’s executive compensation programs with stockholder interests.

Consistent with the Company’s ongoing commitment to best practices in compensation governance and strong emphasis on pay for performance, the LDCC commits to continue to review compensation programs to ensure that executive pay aligns with stockholder interests. The LDCC will continue working to ensure that the design of the Company’s executive compensation programs is focused on long-term stockholder value creation, emphasizes pay-for-performance, and does not encourage the taking of short-term risks at the expense of long-term results. The LDCC will continue to use the Say on Pay vote as a guidepost for stockholder sentiment and will continue to respond to stockholder feedback.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount of compensation in excess of $1,000,000 that the Company may deduct in any one year with respect to certain of its executive officers whose compensation must be included in this proxy statement. In 2019, compensation amounts for the named executives Mr. Palmer, Ms. Buese, Mr. Engel, Mr. Gottesfeld and Mr. Goldberg are greater than $1,000,000 and a portion of their salaries, bonuses, stock awards, and other compensation items are not deductible by the Company.

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The Leadership Development and Compensation Committee of the Board of Directors (the “LDCC”) is composed entirely of Directors who are not officers or employees of the Company or any of its subsidiaries, and are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The LDCC has adopted a Charter that describes its responsibilities in detail, and the LDCC and Board review and assess the adequacy of the Charter on a regular basis. The LDCC has the responsibility of taking the leadership role with respect to the Board’s responsibilities relating to compensation of the Company’s key employees, including the Chief Executive Officer, the Chief Financial Officer and the other executive officers. Additional information about the LDCC’s role in corporate governance can be found in the LDCC’s Charter, available on the Company’s website at http://www.newmont.com/about/governance-ethics/.

The LDCC has reviewed and discussed with management the Company’s Compensation Discussion and Analysis section of this Proxy Statement. Based on such review and discussions, the LDCC has recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Submitted by the following members of the LDCC of the Board of Directors:

Veronica M. Hagen, Chair
Gregory H. Boyce
Beverley Briscoe
Julio Quintana

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Report of the Leadership Development and Compensation Committee on Executive Compensation

Leadership Development and Compensation Committee Interlocks and Insider Participation

None of the members of our Leadership Development and Compensation Committee who served during the last fiscal year (whose names appear under “Report of the Leadership Development and Compensation Committee on Executive Compensation”) is, or has ever been, an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, no executive officer of the Company served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or our Leadership Development and Compensation Committee.

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2019 Summary Compensation Table

NAME AND
PRINCIPAL POSITION
  YEAR   SALARY(1)
($)
  BONUS(2)
($)
  STOCK
AWARDS(3)
($)
  OPTION
AWARDS
($)
  NON-EQUITY
INCENTIVE PLAN
COMPENSATION(4)
($)
  CHANGE IN
PENSION
VALUE AND
NON-QUALIFIED
DEFERRED
COMPENSATION
EARNINGS(5)
($)
  ALL
OTHER
COMPENSATION(6)
($)
  TOTAL
($)
Thomas Palmer
President and
Chief Executive Officer
2019   $ 917,857 $ 0 $ 4,600,310 $ 0              $ 1,398,281            $ 382,357                 $ 33,399 $ 7,332,203
2018 $ 779,464 $ 0 $ 2,908,544 $ 0 $ 1,016,518 $ 224,922 $ 55,165 $ 4,984,613
2017 $ 750,000 $ 0 $ 3,348,025 $ 0 $ 1,255,500 $ 236,688 $ 243,805 $ 5,834,018
Nancy Buese
Executive Vice President
and Chief Financial
Officer
2019 $ 730,934 $ 0 $ 2,878,061 $ 0 $ 925,143 $ 271,783 $ 16,800 $ 4,822,721
2018 $ 706,978 $ 0 $ 2,683,347 $ 0 $ 857,140 $ 151,961 $ 16,500 $ 4,415,926
2017 $ 675,000 $ 0 $ 3,013,245 $ 0 $ 893,835 $ 232,483 $ 17,802 $ 4,832,365
Robert Atkinson
Executive Vice President
and Chief Operating
Officer

2019 $ 399,808   $ 500,000 $ 3,249,950 $ 0 $ 424,290 $ 84,223 $ 257,784 $ 4,916,055
Mr. Atkinson joined Newmont in 2019
 
 
Randy Engel
Executive Vice President,
Strategic Development
2019 $ 650,000 $ 0 $ 2,242,631 $ 0 $ 740,435 $ 2,184,833 $ 46,062 $ 5,863,961
2018 $ 645,989 $ 0 $ 2,090,904 $ 0 $ 696,157 $ 0 $ 28,728 $ 3,461,778
2017 $ 630,000 $ 0 $ 2,650,570 $ 0 $ 742,316 $ 1,094,322 $ 31,230 $ 5,148,438
Stephen Gottesfeld
Executive Vice President,
Chief Sustainability and
External Affairs Officer
2019 $ 550,000 $ 0 $ 1,707,831 $ 0 $ 556,652 $ 1,215,758 $ 58,361 $ 4,088,602
2018 $ 545,989 $ 0 $ 1,592,307 $ 0 $ 548,741 $ 0 $ 12,228 $ 2,699,265
2017 $ 527,033 $ 0 $ 1,949,181 $ 0 $ 586,493 $ 630,159 $ 28,380 $ 3,721,246
Gary Goldberg
Executive Advisor and
Former CEO
2019   $ 1,049,451 $ 0   $ 13,270,499 $ 0 $ 1,520,182 $ 672,443 $ 37,571 $ 16,550,146
2018   $ 1,300,000 $ 0 $ 7,666,801 $ 0 $ 1,743,885 $ 654,760 $ 28,325 $ 11,393,771
2017   $ 1,300,000 $ 0 $ 9,119,464 $ 0 $ 2,523,690 $ 855,874 $ 28,416 $ 13,827,444
(1)

Represents salary paid during 2019. Regarding salary for Mr. Atkinson, represents salary paid upon joining the Company on June 1, 2019, through December 31, 2019; for Mr. Goldberg, represents salary paid to include the reduction in salary due to his change in role effective October 1, 2019, as described in the Compensation Discussion and Analysis of this proxy.

(2)

No discretionary supplemental bonuses were paid for 2019 with the exception of Mr. Atkinson whose bonus of $500,000 was paid as a component in consideration of compensation forfeited from a prior employer as a result of joining Newmont. Mr. Atkinson’s bonus contains a repayment provision should he voluntarily terminate employment with Newmont within two years of his employment date.

(3)

Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). The Company’s 2005 and 2013 Stock Incentive Plans define fair market value of the stock as the average of the high and low sales price on the date of the grant, which is the grant date fair value for the 2017, 2018 and 2019 restricted stock unit grants. For the 2019 restricted stock unit grants, the fair market value on the date of the grant, February 25, 2019, was $35.97, and for Mr. Atkinson, the fair market value for the July 26, 2019 awards was $37.54. For the 2017 and 2018 restricted stock unit grants, the fair market value on the date of the grant, February 27, 2017, was $35.01 and February 26, 2018, was $39.01. Pursuant to ASC 718, the aggregate

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Executive Compensation Tables

grant date fair value of Performance Leveraged Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model, further described below, which determined a grant date fair value of the 2019-2021 (payout 2022) Performance Leveraged Stock Units of $41.14 per share (114.4% of the stock price on the date of grant) for each participating Named Executive Officer. For 2018-2020 Performance Leveraged Stock Units (payout 2021, reflected in 2018), the aggregate grant date fair value of Performance Leveraged Stock Units is determined by multiplying the target number of shares by a Monte Carlo calculation model value of $43.14 per share (110.6% of the stock price on the date of grant) for each participating Named Executive Officer. For 2017-2019 Performance Leveraged Stock Units (payout 2020, reflected in 2017), the aggregate grant date fair value of Performance Leveraged Stock Units is determined by multiplying the target number of shares by a Monte Carlo calculation model value of $50.14 (143.2% of the stock price on the date of grant) per share for each participating Named Executive Officer. The maximum value of the Performance Leveraged Stock Units is 200% of target. Amounts in 2017 also include the increased restricted unit grant in 2017 for Mr. Engel and Mr. Gottesfeld which was provided to recognize long-term performance generally and strategic work related to the sale of Newmont’s Indonesian assets over the course of the prior several years in addition to serving as a long-term retention tool to maintain important institutional knowledge with the Company.

2019 Stock Award value for Mr. Goldberg: As described in the Executive Summary of the CD&A, the Committee approved an amendment to Mr. Goldberg’s (our former CEO) 2017 PSU award to provide pro-rated vesting to the date of retirement if retirement occurred prior to vesting which did not occur. In alignment with SEC disclosure requirements, the full valuation of the amended 2017 award, while not a new award, is included for 2019 in the disclosure above (in addition to the valuation of the original award provided in the Stock Awards column for 2017).

However, the Fair Value of Stock Awards actually granted for 2019 was $8,223,082, which was comprised of a PSU grant valued at $5,839,782 and an RSU grant valued at $2,383,300. Aside from the modification of the 2017 vesting terms, the amendment did not provide any new or additional compensation in connection with Mr. Goldberg’s retirement. The following table aims to clarify the components of the 2019 Stock Awards column for Mr. Goldberg that were granted to Mr. Goldberg and that which is duplicate disclosure of the 2017 award:


The grant date fair value of the amended 2017 PSU for Mr. Goldberg is $37.57 per unit based on the methodology as described above.

Description of Monte Carlo calculation Model: The fair value of performance leverage stock units (“PSUs”) is determined using a Monte Carlo simulation model that uses the assumptions: (i) expected volatility based on historical price volatility of Newmont and the designated peer group; (ii) expected risk-free interest rate based on the U.S. Treasury rates as of the grant date; and (iii) expected term. The following table provides the specific inputs that were used in the simulation. Stock-based compensation expense related to all awards, including awards with a market or performance condition that cliff vest, is generally recognized ratably over the requisite service period of the award on a straight-line basis. The Company recognizes forfeitures as they occur. The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, employee retirement eligibility dates, the Company’s performance and related tax impacts.


INPUT       2019       2018       2017
Expected Volatility 33.50% 40.20% 43.70%
Expected Risk-Free Interest Rate 2.46% 2.36% 1.44%
Expected Term (years) 3 3 3

For Mr. Goldberg’s amended 2017 PSU award, the valuation methodology as described above included expected volatility of 28.3%, expected risk-free rate of return of 2.55% and an expected term of 1.06 years.

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Executive Compensation Tables

(4)

Amounts shown represent Corporate Performance Bonuses and the Personal Bonuses paid in cash. The executives received bonuses as follows: Mr. Palmer corporate $801,961 and personal $596,320; Ms. Buese corporate $486,583 and personal $438,560; Mr. Atkinson corporate $279,460 and personal $144,830; Mr. Engel corporate $389,435 and personal $351,000; Mr. Gottesfeld corporate $311,215 and personal $245,437; and Mr. Goldberg corporate $1,047,929 and personal $472,253.

(5)

Amounts shown represent the increase in the actuarial present value under the Company’s qualified and non-qualified defined benefit pension plans. The PEP interest rate is based upon the PBGC interest rate. At December 31, 2019, the PBGC lump sum interest rate was 0.25%, at December 31, 2018, the PBGC lump sum interest rate was 1.5%, and at December 31, 2017, the PBGC lump sum interest rate was 0.75%. At December 31, 2019, the FASB rate was 3.49%, at December 31, 2018, the FASB rate was 4.4%, and at December 31, 2017, the FASB rate was 3.77%.

(6)

Amounts shown are described in the All Other Compensation Table. Refer to the Compensation Discussion and Analysis section of this Proxy Statement for a description of the components of compensation, along with a description of all material terms and conditions of each component. In 2019, the Salary and Bonus columns accounted for 12.5% of Mr. Palmer’s total compensation as reflected in the Summary Compensation Table. The Salary and Bonus columns accounted for 15.2%, 18.3%, 11.1%, 13.5%, and 6.3% of Ms. Buese’s, Mr. Atkinson’s, Mr. Engel’s, Mr. Gottesfeld’s and Mr. Goldberg’s total compensation, respectively, as reflected in the Summary Compensation Table.

2019 All Other Compensation Table

NAME    COMPANY
CONTRIBUTIONS
TO DEFINED
BENEFIT PLANS(1)
($)
   CHANGE IN VALUE OF
POST-RETIREMENT
MEDICAL AND LIFE
INSURANCE(2)
($)
   PERQUISITES(3)
($)
   RELOCATION
REIMBURSEMENT
AND TAX
GROSS-UPS(4)
($)
   TERMINATION
PAYMENTS(5)
($)
   TOTAL
($)
Thomas Palmer             $ 16,800                 $ 0          $ 15,155          $ 1,444               $ 0 $ 33,399
Nancy Buese $ 16,800 $ 0 $ 0 $ 0 $ 0 $ 16,800
Rob Atkinson $ 16,800 $ 0 $ 9,510 $ 231,474 $ 0 $ 257,784
Randy Engel $ 16,800 $ 14,241 $ 15,021 $ 0 $ 0 $ 46,062
Stephen Gottesfeld $ 16,800 $ 25,825 $ 15,736 $ 0 $ 0 $ 58,361
Gary Goldberg $ 16,800 $ 0 $ 20,771 $ 0 $ 0 $ 37,571
(1)

Under the Company’s defined contribution plan, the Savings Plan, the Company will match 100% of the first 6% of a participant’s base salary contribution to the Savings Plan annually with a maximum match of $16,800.

(2)

Messrs. Engel and Gottesfeld are eligible for retiree medical and life insurance benefits, having been employed before January 1, 2003. Mr. Palmer, Ms. Buese, and Messrs. Atkinson and Goldberg are not eligible.

(3)

The Company provides the named executive officers with the opportunity to obtain financial advisory services up to a value of $17,120, paid by the Company and executive health assessment benefits with a maximum value of approximately $3,150. These amounts are not grossed up for taxes and any executive electing to obtain the services is responsible for the personal tax liability associated with the imputed income for the benefit. For Mr. Palmer, consists of $2,766 for the executive health assessment and $12,389 for tax preparation assistance due to tax obligations in multiple countries. For Mr. Atkinson, consists of $3,237 for financial advisory services, $3,150 for the executive health assessment and $3,124 for tax preparation assistance due to tax obligations in multiple countries. For Mr. Engel, consists of $12,840 for financial advisory services and $2,181 for the executive health assessment. For Mr. Gottesfeld, consists of $12,840 for financial advisory services and $2,896 for the executive health assessment. For Mr. Goldberg, consists of $10,196 for financial advisory services. In addition, for Mr. Goldberg, in recognition of his service as CEO through October 1, 2019 and in consideration of his planned retirement as of March 31, 2020, Mr. Goldberg received artwork representing one of the Company’s operating sites valued at $5,200 and gold jewelry representative of the Company’s core business of gold mining valued at $5,375. These amounts were not grossed up for taxes; Mr. Goldberg was responsible for the personal tax liability associated with the imputed income. We also provide preferred flight status within certain airline programs for our NEOs and other executives.

(4)

For Mr. Palmer, $1,444 in tax gross-up related to tax preparation assistance due to tax obligations in multiple countries. For Mr. Atkinson, who began employment with the Company on June 1, 2019, this amount includes $161,029 related to relocation and travel costs, $70,445 in tax gross-up payments related to imputed income for relocation benefits.

2020 Proxy Statement     79


Table of Contents

Executive Compensation Tables

2019 Grants of Plan-Based Awards Table

ESTIMATED FUTURE PAYOUTS
UNDER NON-EQUITY INCENTIVE
PLAN AWARDS(1)

 

ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN
AWARDS(2)

FMV ON
GRANT
DATE
ALL OTHER
STOCK
AWARDS
NUMBER
OF SHARES
OF STOCK
OR UNITS
(#)
  GRANT DATE
FAIR VALUE

OF STOCK
AND OPTION
AWARDS(3)
($)
  GRANT DATE   THRESHOLD
($)
  TARGET
($)
  MAXIMUM
($)
  THRESHOLD
(#)
  TARGET
(#)
  MAXIMUM
(#)
     
Thomas Palmer
2019 AICP (Corporate &
Personal Objectives Bonus)      $ 240,937      $ 1,204,687  $ 2,409,374
2019 PSU (payable 2022) 2/25/2019 0 79,412 158,824   $ 41.14   $ 3,267,010
2019 RSU 2/25/2019