DEF 14A 1 rgld3758801-def14a.htm DEFINITIVE PROXY STATEMENT

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a Party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material Under Rule 14a-12

Royal Gold, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Our new leadership team is
well-equipped to continue to execute
on our business plan and deliver the
results that have made Royal Gold a
success over the long term.
 
DEAR FELLOW STOCKHOLDERS,
 

Fiscal 2020 was a standout year for Royal Gold, and we delivered record results in terms of revenue, operating cash flow, and earnings. We ended the year with a strong balance sheet, funded a significant portion of our major growth project from internal cash resources, and increased our dividend for the 19th consecutive year. These achievements were the result of our disciplined execution of a well-proven business plan, the key hallmark of Royal Gold.

     

One of the primary responsibilities of your Board is to ensure that Royal Gold has the right leadership in place to successfully execute its business plan, and I am pleased to report that our multi-year succession planning effort was successful as we transitioned to a new generation of leadership this year. Bill Heissenbuttel was chosen to serve as our new President and Chief Executive Officer and as a member of the Board effective January 2, 2020, and, coincident with his promotion, Paul Libner was selected to fill the role of Chief Financial Officer and Treasurer. At the same time, Mark Isto was promoted to the role of Executive Vice President and Chief Operating Officer, and Randy Shefman was appointed as Vice President and General Counsel.



KEY ELEMENTS OF OUR BUSINESS STRATEGY

BUSINESS MODEL      GOLD FOCUSED      GROWTH

Royal Gold’s business model provides investors exposure to a globally diversified portfolio of 187 assets, including 41 producing mines and 16 development-stage projects, without incurring many of the costs and risks associated with mine operations.

79% of Royal Gold’s revenue in fiscal 2020 was generated from gold.

Royal Gold prioritizes investment in long-lived assets that we expect will provide our stockholders optionality to gold price and production and reserve growth.


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All these appointments were internal promotions and it is a testament to the depth of talent within the organization that these key roles were filled internally. Over the past few months, I have been impressed to see the renewed energy of the management team, and your Board looks forward to working with the new team as they consider how to push Royal Gold forward from here.

I would also like to recognize the significant contributions of Christopher Thompson to Royal Gold. Chris has decided to retire from the Board effective as of the annual meeting date. He has always been willing to share his vast experience with colleagues on the Board and with management. We wish him the very best.

You are cordially invited to join us for our 2020 virtual annual meeting of stockholders, which will be held on November 18, 2020, at 9 a.m. mountain time. Holders of record of our common stock on September 21, 2020, are entitled to notice of and to vote at the virtual annual meeting. The accompanying notice of virtual annual meeting and proxy statement describe the business to be conducted at the meeting.

Thank you for your support.

Sincerely,

     

Cautionary Note Regarding Forward-Looking Statements: This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Factors that could cause actual results to differ materially from our forward-looking statements are included in our Annual Report on Form 10-K. Forward-looking statements speak only as of the date of this proxy statement. We disclaim any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

William Hayes
Chairman


CAPITAL DEPLOYMENT      FINANCIAL STRENGTH      RETURN TO
STOCKHOLDERS

Royal Gold maintains a strong balance sheet that allows us to opportunistically invest at favorable times in the price cycle, often when counterparties most need financing.

Royal Gold’s high margin business model allows us to source our capital efficiently with a preference to grow our business from cash flow from operations.

Royal Gold concentrates on margin expansion by maintaining a lean cost structure, measures success on per share metrics, and believes in paying a growing and sustainable dividend.


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4               ROYAL GOLD, INC.


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BACKGROUND

DATE AND TIME
Wednesday,
November 18, 2020
9:00 a.m. mountain time
LOCATION
Virtual-Only Meeting at www.virtualshareholder meeting.com/RGLD2020
ELIGIBILITY TO VOTE
You are eligible to vote at the virtual annual meeting and any postponement or adjournment of the meeting if you are a holder of Royal Gold’s common stock at the close of business on September 21, 2020.
VOTING DEADLINE
Proxies voted by mail, telephone, or internet must be received by 11:59 p.m. eastern time on November 17, 2020.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2020 ANNUAL STOCKHOLDERS MEETING TO BE HELD ON NOVEMBER 18, 2020:

Our notice of virtual annual meeting and proxy statement, annual report on Form 10-K, electronic proxy card, and other materials for the annual meeting are available on the internet at www.proxyvote.com together with any amendments that may be made to any of these documents.

VOTING ITEMS       BOARD
RECOMMENDATION
1 The election of the three Class III director nominees identified in the accompanying proxy statement FOR each nominee
2 The approval, on an advisory basis, of the compensation of our named executive officers FOR
3 The ratification of the appointment of Ernst & Young LLP as our independent registered public accountant for the fiscal year ending June 30, 2021 FOR

Stockholders will transact any other business as may properly be brought before the meeting and any postponement or adjournment of the meeting.

VIRTUAL-ONLY MEETING

The annual meeting will be held entirely online via live audio webcast due to the public health impact of the COVID-19 pandemic and to support the health and wellbeing of our stockholders, directors, employees, and other stakeholders. You can attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/RGLD2020, where authenticated stockholders will be able to listen to the meeting live, submit questions, and vote. There will be no physical location for stockholders to attend.

VOTING

It is important that your shares are represented and voted at the virtual annual meeting. Even if you expect to log into the virtual annual meeting, please vote your shares as promptly as possible by telephone or the internet or by signing, dating, and returning the proxy card mailed to you if you received a paper copy of this proxy statement.

MEETING MATERIALS

We are mailing our “Notice of Internet Availability of Proxy Materials” to stockholders on or about October 5, 2020. This document contains instructions on how you can access our proxy materials online. We are also mailing a full set of our proxy materials to stockholders who previously requested paper copies of the materials. Our proxy materials can also be viewed on our website at www.royalgold.com under “Investors – Proxy Materials.”

BY ORDER OF THE BOARD OF DIRECTORS


Margaret McCandless
Assistant General Counsel, Chief Compliance Officer, and Corporate Secretary
October 5, 2020


2020 PROXY STATEMENT               5


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This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire proxy statement before voting. For more complete information regarding our 2020 performance, we encourage you to review our Annual Report on Form 10-K.

2020 COMPANY PERFORMANCE

Our Board and management are committed to increasing long-term stockholder value and returning capital to stockholders, as evidenced by some of our significant achievements during fiscal year 2020:

Strong financial performance with new records for revenue of $499 million, operating cash flow of $341 million, and earnings of $199 million
Record $71 million returned to stockholders as dividends during fiscal year 2020, and increased our per-share dividend for the 19th consecutive year
Robust production volume of 320,000 gold equivalent ounces (“GEOs”), which are calculated by us as our reported revenue divided by the average gold price for the same period
Maintained available liquidity of $1 billion as of June 30, 2020, representing $319 million in working capital and $695 million credit facility availability
Funded growth with $154 million invested in projects that we expect to provide future revenue growth, including $136 million of advance payments towards the Khoemacau silver stream

LEADERSHIP TRANSITION

During fiscal year 2020, we made several key leadership changes as a result of ongoing management succession planning. As initially announced in May 2019, Tony Jensen retired from his positions as our President and Chief Executive Officer and a Class I director effective January 2, 2020. After a thorough search process, our Board appointed William Heissenbuttel as our President and Chief Executive Officer and a Class I director with a term ending in November 2021. Mr. Heissenbuttel most recently served as our Chief Financial Officer and Vice President Strategy. In addition, effective January 2, 2020, our Board promoted Mark Isto to Executive Vice President and Chief Operating Officer, Paul Libner to Chief Financial Officer and Treasurer, and Randy Shefman as Vice President and General Counsel.

In September 2020, Christopher Thompson notified us of his intention not to stand for reelection to our Board at the annual meeting on November 18, 2020, and to retire from the Board on that date. After a thorough search process, our Board has nominated Fabiana Chubbs to stand for election to the Board at the annual meeting.

For more information about Royal Gold’s Board and management succession planning, see “Process for Selecting Directors” on page 24 and “Management Succession Planning” on page 25.

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Proxy Summary

      

PROPOSAL 1

 

ELECTION OF THREE CLASS III DIRECTOR NOMINEES TO SERVE UNTIL THE 2023 ANNUAL MEETING

 

page 14 ►

Our Board recommends that you vote FOR each director nominee

DIRECTOR NOMINEES AT A GLANCE

Our Board is comprised of seven directors divided into three classes, with each class serving a term of three years. The following table summarizes important information about each director nominee standing for election to the Board for a three-year term expiring in November 2023.

     
FABIANA CHUBBS, 55
Independent Director Nominee
If Elected, Member of the Audit and Finance Committee
Retired Mining Executive
Serves on one other public company board
EXPERIENCE AND QUALIFICATIONS
Audit committee financial expert
Public company board service
CFO/administration and operations
Corporate governance
Finance
Industry and mining
International business
Leadership
Reputation in the industry
Risk management
     

     
KEVIN McARTHUR, 65
Independent Director since 2014
Member of the Compensation, Nominating, and Governance Committee
Retired Mining Executive
Serves on one other public company board
EXPERIENCE AND QUALIFICATIONS
Public company board service
Business development and marketing
CEO/administration and operations
Corporate governance
Finance
Industry and mining
Industry association participation
International business
Leadership
Reputation in the industry
Risk management
     

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Proxy Summary

     
SYBIL VEENMAN, 57
Independent Director since 2017
Member of the Compensation, Nominating, and Governance Committee
Retired Mining Executive
Serves on three other public company boards
EXPERIENCE AND QUALIFICATIONS
Public company board service
Corporate governance and CSR
Industry and mining
International business
Leadership
Legal and compliance
Litigation management
Mergers and acquisitions, financings
Reputation in the industry
Risk management
     

CONTINUING DIRECTORS AT A GLANCE

CLASS I DIRECTORS (TERM EXPIRES 2021)

Director
Since
Board Committees
Director         Age                 Current Position         Independent         AF         CNG
William Heissenbuttel 55 2020 President and CEO of Royal Gold, Inc.
Jamie Sokalsky 63 2015 Retired Mining Executive
 
CLASS II DIRECTORS (TERM EXPIRES 2022)
 
William Hayes 75 2008 Retired Mining Executive
Ronald Vance 67 2013 Retired Mining Executive

Member AF Audit and Finance CNG Compensation,
Nominating, and
Governance

BOARD QUALITIES

INDEPENDENCE
All directors other than our CEO are independent


AVERAGE DIRECTOR TENURE
6 years average tenure

The average tenure of our continuing independent directors is 6 years

AVERAGE DIRECTOR SERVICE
Our independent directors serve on an average of one outside public company board

1-5 years
6-10 years
10+ years

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A BALANCED BOARD

Our Board seeks director nominees with a diverse set of qualifications and experience that aligns with our business strategy.

QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Audit Committee Financial Expert

     

Board Service at Other Public Companies

     

Business Development and Marketing

     

CEO or CFO Experience

Corporate Governance Experience

Finance Experience

Geology and Mining Engineering

Industry and Mining Experience

Industry Association Participation

International Business Experience

Leadership Experience

Legal and Compliance Experience

Reputation in the Industry

Risk Management

ESG Experience

CORPORATE GOVERNANCE BEST PRACTICES


CORPORATE GOVERNANCE PRACTICES DESIGNED TO PROTECT AND PROMOTE LONG-TERM VALUE

Separate CEO and Chairman
Lead independent director appointed if Chair is not independent
Six of seven directors are independent, including Chairman of the Board and all committee members
All AF Committee members deemed financial experts
Majority voting in uncontested director elections
Significant Board refreshment over recent years
Independent directors serve on an average of one outside public company board
Thorough on-boarding program
Encourage continuing director education; quarterly regulatory and governance updates
Director retirement policy
Annual Board and committee self-assessments
Robust director and management succession planning processes
Regular executive sessions of the Board and committees
Annual review of governing policies and charters
Quarterly review of enterprise risk management program
Regular review of cybersecurity program
Environmental, Social Responsibility, and Governance Policy
Stock ownership guidelines for directors and executives
Regular stockholder engagement
Majority of executive compensation is variable and linked to our performance
Annual advisory say-on-pay vote
CNG Committee retention of independent advisor to assist with executive compensation and workforce rewards topics
Robust insider trading policy
No perquisites or tax gross-ups
No stock option repricing without stockholder approval
CNG Committee application of reasonable discretion to evaluate holistic performance and alignment of pay outcomes
Policies against hedging and pledging company stock
Strong Code of Business Conduct and Ethics and whistleblower program
Commitment to an inclusive work environment supported by our Diversity Policy

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PROPOSAL 2

 

ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

page 33 ►

The Board recommends you vote FOR this proposal

2020 COMPENSATION FRAMEWORK

Our executive compensation program consists of base salary, a short-term cash incentive, long-term equity incentive awards, and modest fixed benefits. The majority of target compensation is variable, with an emphasis on long-term equity designed to align our executives’ interests with the interests of our stockholders generally.

Current
CEO
   Element When Fiscal Year 2020
Performance Measures
Measuring
Period
How Payout Determined    Other
Current
NEOs

    Salary    Reviewed annually    Individual experience and performance Ongoing    Benchmarking; individual experience and performance        
 
  Short-term Incentive Awarded annually Financial, operational, strategic, and individual measures (page 38) 1 year CNG Committee verification of performance as compared to preestablished measures  
 
                       
  Stock Options and SARs Awarded annually Stock performance and service conditions (page 45) 1- to 3-year vesting Stock performance  
  Restricted Shares Net revenue and service conditions (page 45) 3- to 5-year vesting CNG Committee verification of performance as compared to preestablished measure  
  Performance Shares (GEOs) Growth in annual net GEOs and service conditions (page 45) Annually up to year 5 CNG Committee verification of performance as compared to preestablished measures
 
  Performance Shares (TSR) TSR percentile compared to GDX constituents and service conditions (page 45) 1 and 3 years  
   
                     
  Benefits   
 
 
 

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PAY-FOR-PERFORMANCE ALIGNMENT

These Short- and Long-Term Performance Measures

Are Designed to Promote Achievement of these Elements of our Business Strategy

For Fiscal Year 2020, this Level of Achievement

Produced this Level of Short- and Long-Term Incentive Award or Vesting

               







Operating Cash Flow Multiple vs. GDX Constituents Financial flexibility and discipline; capital deployment 130% of target opportunity Short-term incentive awards paid out at approximately or slightly below each executive’s preestablished target

Net GEO Production Gold focused; capital deployment 95% of target opportunity
Cost Containment Financial flexibility and discipline 200% of target opportunity
Capital Deployment Capital deployment 50% of target opportunity
Peak Gold JV Growth; capital deployment 0% of target opportunity
Financial Strength Financial flexibility and discipline 100% of target opportunity
Individual Performance Management development; succession planning Varied by NEO

Stock Options and SARs Stockholder return 7% increase in stock price from August 2019 grant date to first annual vesting date in August 2020

 

Portion of awards that vested based on continued service was in the money on first vesting date
Restricted Shares Executive retention >$280M net revenue Permitted vesting of restricted stock awarded for FY 2020, subject to service requirement
Performance Shares (GEO) Growth 284,000 net GEOs Actual net GEOs did not meet preestablished goals, so no GEO shares vested for FY 2020 under awards granted in 2015-2019
Performance Shares (TSR) Stockholder return 3-year TSR at 58th percentile under awards granted in August 2017 Permitted vesting of a number of shares between threshold and target under 3-year TSR awards granted in August 2017
First, 1-year TSR at 80th percentile under awards granted in August 2017; all other 1-year TSRs below 50th percentile threshold under awards granted in August 2017, 2018, and 2019 Permitted vesting of a number of shares between threshold and target under 1-year TSR awards granted in August 2017; no vesting of shares under any other 1-year TSR awards granted in August 2017, 2018, and 2019

See detailed discussion of short-term and long-term incentive programs, including definitions of net revenue, net GEOs, and TSR, on pages 42-45.

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COMPENSATION BEST PRACTICES

Our executive compensation program is designed to align with governance best practices and the best interests of our stockholders.

WE DO                          

     

WE DON’T                

Pay for performance with 72% of our current CEO’s and 67% of our other current NEOs’ total direct compensation for fiscal year 2020 representing variable or at-risk compensation
Use multiple performance measures for both short- and long-term incentive programs
Use challenging short- and long-term goals focused on growth and long-term returns
Establish target and maximum awards in short- and long-term incentive programs
Use a formulaic scorecard to determine short-term incentives
Use multiple types of equity awards under long-term incentive program intended to motivate performance over various time horizons and balance the overall risk-reward relationship
Use a peer group of gold-focused companies to benchmark performance and compensation levels
Target NEO compensation at or near the median of our peer group
Require executives to meet robust stock ownership guidelines to align their interests with the interests of our other stockholders
Apply double-trigger vesting for equity awards in a change of control
Engage with stockholders on a variety of topics, including governance and compensation
Regularly monitor our executive compensation program to assess and mitigate compensation-related risks
Maintain independence of the CNG Committee, and our independent compensation consultant reports directly to the CNG Committee
Guarantee salary increases, annual short-term incentive payments, or long-term incentive opportunities
Provide excessive perquisites or other special benefits
Permit repricing of stock options without stockholder approval
Provide excise tax gross-ups, including for change-of-control payments
Permit executives or directors to hedge or pledge our stock
Maintain a defined benefit pension plan or any special executive retirement plans

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Proxy Summary

EXECUTIVE COMPENSATION

Stockholders are asked to approve, on an advisory basis, the compensation of our named executive officers (“NEOs” or “executives”). The following table summarizes the compensation for fiscal year 2020 for each NEO. Please see the Summary Compensation Table and accompanying footnotes beginning on page 53 for additional information. All amounts are in dollars.

Name and Principal Position Salary Bonus Non-Equity
Incentive Plan
Compensation
Stock
Awards
Option
Awards
All Other
Compensation
Total
Compensation
William Heissenbuttel
President and CEO
583,000 50,000 477,000 842,551 413,142 37,863 2,403,556
Mark Isto
EVP and CCO, Royal Gold Corp
473,500 50,000 347,000 559,782 269,671 34,116 1,734,069
Daniel Breeze
VP Corp Dev, RGLD Gold AG
370,000 275,000 406,475 194,594 35,340 1,281,409
Paul Libner
CFO and Treasurer
308,650 194,000 288,800 142,852 33,718 968,020
Randy Shefman
VP and GC
295,250 186,000 257,108 126,225 26,849 891,432
Tony Jensen
Former President and CEO
411,000 3,730,033 4,141,033
Bruce Kirchhoff
Former VP, GC, and Secretary
213,000 177,500 415,502 193,788 243,650 1,243,440

      

PROPOSAL 3

 

RATIFICATION OF ERNST & YOUNG LLP AS AUDITOR FOR 2021

 

page 62 ►

The Board recommends you
vote
FOR this proposal

Our AF Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year 2021. Our Board is asking stockholders to ratify this selection. Stockholder approval or ratification is not required. However, we believe that submitting the appointment of Ernst & Young LLP to stockholders for ratification is good corporate governance. If stockholders do not ratify this appointment, our AF Committee will take the voting results under consideration. Even if stockholders ratify the appointment of Ernst & Young LLP, the AF Committee, in its discretion, may change the appointment at any time if it determines that a change would be in the best interest of Royal Gold and our stockholders.

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PROPOSAL 1

 

ELECTION OF CLASS III DIRECTORS

 

Our Board recommends a vote
FOR each director nominee

Our Board consists of seven directors divided into three classes. Each class serves for a staggered three-year term. The Class III directors elected at our 2020 annual meeting will serve until our 2023 annual meeting or until their successors are elected and qualified or their earlier death or resignation. Our nominees for these Class III directorships are Fabiana Chubbs, Kevin McArthur, and Sybil Veenman. In September 2020, current Class III director, Christopher Thompson, notified us of his intention not to stand for reelection to our Board at the annual meeting and to retire from the Board on that date. After a thorough search process, our Board has nominated Ms. Chubbs to stand for election to the Board at the annual meeting as a new director to replace Mr. Thompson. Mr. McArthur and Ms. Veenman are currently serving on our Board and were most recently elected by stockholders at our 2017 annual meeting. Each nominee was nominated by our Board based on the recommendation of the CNG Committee. In making these nominations, our Board and CNG Committee considered each nominee’s experiences, qualifications, and skills as described below. Each nominee has consented to serve as a director if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if that occurs, proxies may be voted for another person nominated as a substitute by the Board or the Board may reduce the number of directors.

VOTE REQUIRED FOR APPROVAL

Each director must be elected by the majority of votes cast at a meeting at which a quorum is present. This means that the number of shares voted for a nominee must exceed the number of shares voted against the nominee. Each nominee who is currently serving on the Board has tendered to the Board a contingent, irrevocable resignation that will become effective only if the nominee fails to receive the required majority vote and the Board accepts the resignation. If a nominee who is currently serving on the Board does not receive a majority of the votes cast, the CNG Committee will make a recommendation to the Board whether to accept or reject the resignation or whether some other action should be taken. The Board will act, taking into account the recommendation of the CNG Committee, and publicly disclose its decision and the rationale behind its decision within 90 days after the date of the certification of the election results. The director at issue will not participate in the discussion or decision of the Board.

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Proposal 1

BOARD OF DIRECTORS

A BALANCED BOARD

An effective board consists of individuals with a diverse set of skills and experience that aligns with our business strategy. Each director contributes a distinct perspective to promote the best interests of Royal Gold and our stakeholders. Our CNG Committee has identified a number of substantive areas of expertise that the Board as a whole should represent. The following table describes these core competencies:

     Audit Committee
Financial Expert
      All members of the AF Committee are audit committee financial experts. These directors understand, advise on, and oversee our capital structure, financing and investing activities, financial reporting, and internal controls.
     Board Service
at Other Public
Companies
      Board service at other public companies provides additional understanding of corporate governance practices and trends, board management, oversight of senior management, and succession planning.
     Business
Development and
Marketing
      Prior responsibility for growth and strategic decision making is critical to the oversight of our business, including the development and assessment of our core business strategy, planning, and marketing.
CEO or CFO
Experience
Experience serving as a CEO, CFO, or other C-suite executive, and the hands-on leadership experience that comes with it, is valuable in core management areas such as preparation and adherence to budgets, strategic planning, financial reporting, compliance, and risk management.
Corporate
Governance
Experience
A deep understanding of a board’s duties and responsibilities to all stakeholders enhances board effectiveness and ensures independent oversight that is aligned with stockholder interests.
Finance Experience A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting, critically evaluating our performance, and ensuring our ability to grow our stream and royalty portfolio.
Geology and
Mining Engineering
Knowledge and experience in geology and mining engineering is important to our business model as a company that evaluates, acquires, and manages precious metal stream and royalty interests.
Industry and
Mining Experience
Experience in mine operations, mine finance, and the mining industry gives valuable insight into the operational and financial issues facing our existing and potential future stream and royalty counterparties.
Industry
Association
Participation
Many of our directors are or have been active members of mining industry associations such as the World Gold Council, National Mining Association, and Nevada Mining Association, giving them exposure to trends in the industry and continued visibility to decision-makers at global mining companies.
International
Business
Experience
Our directors have served as executives in global mining organizations, which provides them with unique insight into growing a business globally.
Leadership
Experience
Skills developed from senior positions in numerous organizations leading operational, technical, business development, accounting, finance, legal, and other teams are passed on to our management team to foster talent growth among the current and next generation of our leadership.
Legal and
Compliance
Experience
Our Board benefits from directors who possess a broad range of legal skills, including with respect to regulatory matters, negotiation, corporate compliance, litigation, and dispute resolution.
Reputation in the
Industry
Our directors are well known in the industry and held in high regard by their peers.
Risk Management Our directors can support management in recognizing, managing, and mitigating key risks such as cybersecurity, regulatory compliance, competition, finance and financial reporting, brand integrity, talent development, and succession planning.
ESG Experience Experience with sound environmental, social, and governance (“ESG”) practices helps to ensure that our business model is designed to be sustainable into the future.

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Proposal 1

BOARD QUALITIES

INDEPENDENCE AVERAGE DIRECTOR TENURE AVERAGE DIRECTOR SERVICE

All directors other than our CEO are independent

6 years average tenure

The average tenure of our continuing independent directors is 6 years

Our independent directors serve on an average of one outside public company board

BOARD BIOGRAPHIES

Below is biographical information about our director nominees and continuing directors. Director qualifications and experience are also summarized on page 9.

DIRECTOR NOMINEES

FABIANA CHUBBS, 55
       
      Ms. Chubbs has served as a director of Lithium Americas Corp. (TSX and NYSE: LAC) since June 2019. Ms. Chubbs served as Chief Financial Officer of Eldorado Gold Corporation from 2011 to April 2018. She joined Eldorado in 2007 and led treasury and risk management functions until accepting the Chief Financial Officer position. Prior to Eldorado, Ms. Chubbs was a Senior Manager with PwC Canada. During her ten years at PwC Canada, she specialized in audits of public mining and technology companies. Ms. Chubbs started her career in her native Argentina, with experience divided between PwC Argentina and IBM. Ms. Chubbs holds dual degrees from the University of Buenos Aires, a Certified Public Accountant bachelor’s degree and a Bachelor of Business Administration degree. She is a Chartered Public Accountant in Canada.

New Class III Director
Nominee

Independent

If Elected, Audit and
Finance Committee
Member

Audit Committee
Financial Expert

 
 
QUALIFICATIONS AND EXPERIENCE
Board and Committee Experience
Chair of the Audit and Risk Committee and member of the Nominating, Compensation, Governance, and Leadership Development Committee of Lithium Americas
Leadership Experience
Executive experience at an international mining organization
International Mining Experience
Previous executive at a Canadian gold mining company with international mining operations

Finance Experience
Audit committee financial expert as determined by our Board, extensive finance experience as CFO of Eldorado and Senior Manager with PwC, chair of the Audit and Risk Committee of Lithium Americas

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Proposal 1

KEVIN McARTHUR, 65
       
      Mr. McArthur has served as non-executive chairman of Boart Longyear Limited (ASX: BLY) since September 2019. Mr. McArthur has over 40 years of progressive experience focused on mining. Mr. McArthur retired from Tahoe Resources Inc. where he served as a director and its CEO from 2009 to 2015 and Executive Chairman from 2015 to 2019. Prior to joining Tahoe Resources, Mr. McArthur was the President and CEO of Glamis Gold Ltd. from 1996 until 2006 when it was purchased by Goldcorp Inc., where Mr. MacArthur served as President, CEO, and director until his retirement in 2008.

Class III Director
(Term expires 2020)

Director since 2014

Independent

Compensation, Nominating, and Governance Committee Member

QUALIFICATIONS AND EXPERIENCE
Board Service, Compensation, and Corporate Governance Experience
Chairman of Boart Longyear Limited, past director of Pan American Silver Corp, Tahoe Resources, Goldcorp, Glamis Gold, Consolidated Thompson Iron Mines Limited, Cloud Peak Energy Inc., and Pembrook Mining Corp, prior service as Chairman of the following committees: Pembrook Audit Committee, Pembrook and Consolidated Thompson Governance Committees, Cloud Peak Health, Safety, Environment, and Communities Committee, and Consolidated Thompson Special Committee during an M&A transaction, prior member of Pembrook and Consolidated Thompson Compensation Committees and Cloud Peak Governance and Nominating Committees
Leadership Service
Extensive experience as president and CEO of international mining companies since 1998, founder, former Executive Chair, President, and CEO of Tahoe, former President, CEO, and director of Goldcorp, former President and CEO of Glamis Gold, and former director of Consolidated Thompson, Cloud Peak, and Pembrook
Industry, Mining, and International Business Experience
More than 20 years of CEO experience in the mining business and over 40 years of operational, senior management, and executive experience in the mining industry, including mine financing, mine construction, and operations, mining engineering, mergers, and acquisitions through various roles in projects and the executive management of operations in Chile, Spain, Canada, Mexico, Honduras, Guatemala, Peru, Argentina, and Panama

Geology and Mining Engineering
Experience with mine construction, mine operation, and mining engineering and as a mine general manager, Bachelor of Science degree in Mining Engineering from University of Nevada

Operations
Many years of direct operations experience in Nevada, Alaska, and California. Includes 9 years in a variety of mine operations positions and 10 years as mine general manager
Business Development and Marketing
Extensive experience in corporate development for Tahoe, Goldcorp, and Glamis Gold

2020 PROXY STATEMENT               17


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Proposal 1

SYBIL VEENMAN, 57
       
      Ms. Veenman has served as a director of Major Drilling Group International Inc. (TSX: MDI) since December 2019, NexGen Energy Ltd. (NYSE: NXE) since August 2018, and IAMGOLD Corporation (NYSE: IAG) since December 2015. She also served as a director of Noront Resources Ltd. (TSX-V: NOT) from August 2015 to February 2020. Ms. Veenman has over 25 years of progressive experience in the mining industry. Most recently, she served in various officer positions at Barrick Gold Corporation from 1994 to 2014, including Senior Vice President and General Counsel and a member of the executive leadership team from 2010 to 2014.

Class III Director
(Term expires 2020)

Director since 2017

Independent

Compensation, Nominating, and Governance Committee Member

QUALIFICATIONS AND EXPERIENCE
Board Service
Independent director of Major Drilling Group International Inc., NexGen Energy Ltd, and IAMGOLD Corporation
Corporate Governance
Member of the Audit and Finance Committee and the Safety, Environment, and Reserves Committee of IAMGOLD, member of the Compensation Committee and Nominating and Corporate Governance Committee of NexGen Energy, chair of the Corporate Governance and Nominating Committee and member of the Human Resources and Compensation Committee of Major Drilling Group, completed Institute of Corporate Directors, Director Education Program and achieved ICD.D designation from the Institute, played key role in review and restructuring of governance practices and policies at Barrick following adoption of Sarbanes-Oxley Act, previous Chair of Compensation, Governance, and Nominating Committee of Noront
Industry, Mining, and International Experience
More than 20 years of experience with international gold mining company with large portfolio of operating mines, development projects, and exploration properties across five continents

Leadership Experience
Previous member of executive leadership team of Barrick, General Counsel of Barrick, heading global legal department comprised of approximately 35 lawyers in 11 countries

Legal, Risk, and Compliance
Previous General Counsel of Barrick, heading global legal department with responsibility for managing overall legal affairs of the company including legal support of mergers and acquisitions and debt and equity financings, management of litigation, and development and oversight of key compliance policies and programs and joint oversight responsibility for enterprise risk management, security and asset protection, and community, health, environment, safety, and security audit functions; and engaged in private practice with a focus on corporate/commercial, mergers and acquisitions, and securities
Reputation in the Industry
Over 20 years of experience with major international mining company

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CONTINUING DIRECTORS

WILLIAM HAYES, 75
       
      Mr. Hayes served as a director of Antofagasta PLC (LON: ANTO) from 2006 to 2019, where he held positions as Senior Independent Director, Audit Committee Chair, and a member of the Safety and Sustainability Committee. Mr. Hayes has served as Chairman of the Board of Tethyan Copper Company since 2007. Mr. Hayes has over 30 years of progressive experience focused on mining. Mr. Hayes retired from Placer Dome Inc., where he served as Executive Vice President for Project Development and Corporate Affairs from 2004 to 2006, Executive Vice President for USA and Latin America from 2000 to 2004, and Executive Vice President for Latin America from 1994 to 2000. Mr. Hayes also worked as an executive, including as Chief Financial Officer, for various mining operations in Latin America since 1988.

Class II Director
(term expires 2022)

Chairman since 2014

Director since 2008

Independent

Chairman of our Audit and Finance Committee

Audit Committee Financial Expert

 
QUALIFICATIONS AND EXPERIENCE
Board Service
Previously served as a director and member of the Safety and Sustainability Committee at Antofagasta PLC
Leadership, Finance, and International Business Experience
Audit committee financial expert as determined by our Board, prior service as Executive Vice President for USA and Latin America of Placer Dome, Executive Vice President for Project Development and Corporate Affairs of Placer Dome, Vice President and Treasurer of Placer Dome, and Regional Treasurer and Controller of Exxon Minerals
Industry Association Participation
Previously served as President of the Mining Council in Chile and President of the Gold Institute in Washington, D.C.

Mining Experience
Previously responsible for six operating mines in Chile and the U.S. and five development projects in the U.S., Chile, Dominican Republic, and Africa

Business Development and Marketing
Extensive experience in project development and corporate affairs
Compensation and Corporate Governance
Member of Compensation Committee and Nominating and Governance Committee of Antofagasta PLC

2020 PROXY STATEMENT               19


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RONALD VANCE, 68
       
      Mr. Vance served as Chairman of the Board of Southern Peaks Mining L.P. in 2018. Mr. Vance has over 40 years of experience in mining and corporate development. Mr. Vance retired from Teck Resources where he served as Senior Vice President, Corporate Development from 2006 to 2014. Prior to joining Teck Resources, Mr. Vance worked as Managing Director of Rothschild (Denver) Inc. from 1991 to 2000 and as Managing Director/Senior Advisor of Rothschild Inc. from 2000 to 2005.

Class II Director
(term expires 2022)

Director since 2013

Independent

Chairman of our Compensation, Nominating, and Governance Committee

QUALIFICATIONS AND EXPERIENCE
Finance and International Business Experience
Expertise in capital markets, finance, mergers, and acquisitions in the mining industry, expertise in managing the generation, negotiation, and execution of complex, large-scale transactions, experience building strategic commercial relationships with a broad range of international companies and developing and executing corporate and structured financing arrangements

Industry and Mining Experience
More than 30 years of executive experience in the mining industry

Business Development and Marketing
Extensive experience in corporate development, strategic planning, project development, and marketing of precious metals
Industry Association Participation
Past director of the Gold Institute and World Gold Council and past member of Denver Gold Group and various trade association committees

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WILLIAM HEISSENBUTTEL, 55
       

Class I Director
(term expires 2021)

President and Chief
Executive Officer

Director since 2020

Not Independent

     

Mr. Heissenbuttel has more than 30 years of corporate finance experience, including 25 years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel was appointed our President and Chief Executive Officer and a Class I director, effective January 2, 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy from June 2018 to January 2020, Vice President Corporate Development from 2007 to June 2018, Vice President Operations from January 2015 to June 2016, and Manager Corporate Development from 2006 to 2007.

Prior to joining Royal Gold, Mr. Heissenbuttel served as Senior Vice President from 2000 to 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then as Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994, he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover.

Mr. Heissenbuttel holds a Master of Business Administration degree from the University of Chicago and a Bachelor of Arts degree from Northwestern University.

QUALIFICATIONS AND EXPERIENCE
Leadership Experience
Current corporate and executive experience as our President and CEO
Finance Experience
Background as a corporate and project finance lender and previously served as our CFO
Industry, Mining, and International Business Experience
25 years of experience in project and corporate finance in metals and mining industries

Business Development and Marketing
Head of our business development activities and leader of mining project finance in banking industry

Compensation and Corporate Governance
Overall responsibility for our compensation program

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JAMIE SOKALSKY, 63
       
      Mr. Sokalsky has served as Chairman of Probe Metals, Inc. (TSX-V: PRB) since 2016 and as a director of Agnico-Eagle Mines Ltd. (NYSE: AEM) since 2015. Mr. Sokalsky has over 25 years of progressive experience in the mining industry, starting in 1993 as Treasurer and Vice President of Barrick Gold Corporation, where he served as Chief Financial Officer from 1999 to 2012 and CEO and President and as a director from 2012 to 2014. From 2014 to 2016, Mr. Sokalsky served as Chairman of the Board of Probe Mines Limited and from 2015 to 2018 as a director of Pengrowth Energy Corporation (NYSE: PGH).

Class I Director
(Term expires 2021)

Director since 2015

Independent

Audit and Finance
Committee Member

Audit Committee
Financial Expert

QUALIFICATIONS AND EXPERIENCE
Board Service and Compensation and Corporate Governance Experience
Director and member of the Governance Committee of Agnico-Eagle and Chairman of the Board and Compensation Committee and Nominating and Governance Committee of Probe Metals, past director of Pengrowth Energy Corporation and World Gold Council, past member of the International Council on Mining and Metals
Leadership Experience
Over 30 years of senior executive experience in finance, capital markets, corporate strategy, project development, acquisitions, and divestitures, including extensive board, CEO, and CFO experience with international mining organizations and board experience serving as a director for seven public companies, five of which were precious metals mining companies
International Mining Experience
More than 20 years of experience in international gold mining, encompassing strategy, finance, operations, mergers, acquisitions, and divestitures

Finance Experience
Audit committee financial expert as determined by our Board, extensive finance experience as CFO and Treasurer of Barrick, Chartered Professional Accountant designation

Business Development and Marketing
Extensive experience in corporate development for Barrick

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DIRECTOR INDEPENDENCE

Our Board has determined that each of our directors, other than Mr. Heissenbuttel, is independent under the rules of the Securities and Exchange Commission (“SEC”) and the listing standards of the Nasdaq Stock Exchange (“Nasdaq”). Our Board has also determined that none of our independent directors has any relationship with us that would interfere with the exercise of their independent judgment in carrying out their responsibilities as a director.

THE BOARD’S ROLE AND RESPONSIBILITIES

Our Board is elected by stockholders to oversee management and assure that stockholders’ long-term interests are being served. A significant portion of our Board’s oversight responsibility is carried out through its standing committees: the AF Committee and the CNG Committee. All committee members are independent under Nasdaq and SEC rules. Each committee meets regularly throughout the year, receives reports from senior management, reports its actions to the Board, and evaluates its performance annually. Each committee is authorized to retain outside advisors.

BOARD OVERSIGHT OF RISK MANAGEMENT

Our Board is responsible for overseeing risk management, with a focus on the most significant known and potential risks confronting Royal Gold, including any changes to the business to address these risks. We have established an enterprise risk management program that is designed to identify, define, manage, and when appropriate mitigate risks confronting Royal Gold. Management is responsible for supervising day-to-day risk management and regularly reports to the Board and its committees on risk management matters. The Board reviews the adequacy of the enterprise risk management program on an annual basis and recommends appropriate changes to the program to management. Each of our directors has experience with risk management at the enterprise level.

BOARD OF DIRECTORS
Our Board oversees enterprise-level risk, including risks associated with
strategy, operations, and ESG


 


 
 
AUDIT AND FINANCE COMMITTEE
Integrity of financial statements
Internal controls
Disclosure controls and procedures
Accounting compliance
Cybersecurity
Compliance program
Capital structure and allocation
COMPENSATION, NOMINATING, AND GOVERNANCE COMMITTEE
Regulatory
Board organization, membership, and structure
Governance
Diversity
Succession planning
Management development
Executive compensation and retention
 

 

 
MANAGEMENT
Our management administers, reviews, and updates our enterprise risk management
program and provides quarterly reviews to our Board

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PROCESS FOR SELECTING DIRECTORS

1 Succession
Planning
The CNG Committee considers the current and long-term needs of our business and seeks director candidates based on emerging needs, current Board structure, tenure, skills, diversity, and experience.
   












Identify
Candidates
  

The CNG Committee identifies a pool of qualified and diverse director candidates through a robust search process, which may include an independent search firm, and assesses candidates’ skills, experience, and background. The CNG Committee considers the following qualifications, among others:

Experience in mining and mine finance
Diversity
Independence
Integrity and perspective
Broad business judgment and leadership skills
Areas of expertise
Personal qualities and reputation in the business community
Ability and willingness to commit adequate time to Board and committee duties

We recognize and value the benefits that a talented and diverse Board and workforce can bring to the company and our stakeholders and employees. The CNG Committee includes diverse candidates in any director search in accordance with its charter and our Diversity Policy.

Our CNG Committee may work with an external search firm to identify a diverse set of candidates. With respect to Ms. Chubbs’ nomination, the CNG Committee worked with Russell Reynolds Associates. The CNG Committee will consider director candidates recommended by stockholders using the same criteria outlined above. Stockholders should submit their recommendations in writing to our Corporate Secretary in accordance with the advance notice and other provisions of our Bylaws.

   
3 In-depth
Review and
Interview
Process
Director candidates are interviewed by our Chairman, President and CEO, and members of the CNG Committee.
   
4 Decision and
Nomination
The CNG Committee recommends, and the full Board approves, nominees who are best qualified to serve the interests of Royal Gold and its stockholders.
   
5 Election Director nominees are presented to stockholders for election to a three-year term.
   
Results

6 New Independent Director Nominees – Our Board has nominated six new independent directors in the past seven years with wide and diverse backgrounds and experiences. Stockholders elected five of these nominees at previous annual meetings, and Ms. Chubbs is standing for election at this annual meeting.

New Management Director – After a thorough search process, our Board appointed Mr. Heissenbuttel to succeed Mr. Jensen as our President and CEO and a Class I director with a term ending in November 2021.

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CONDITIONAL RESIGNATION POLICIES

MAJORITY VOTE

Under our Bylaws and Governance Guidelines, upon election or appointment to our Board and promptly following each annual meeting at which a director is re-elected, each director must submit a contingent, irrevocable resignation relating to their directorship. The resignation will become effective only if the director fails to receive the required majority vote at the next annual meeting where the director is standing for election and the Board accepts the resignation. If a nominee does not receive a majority of the votes cast, the CNG Committee will make a recommendation to the Board whether to accept or reject the resignation or whether some other action should be taken.

AGE

We do not impose a mandatory retirement age for directors. However, under our Board’s Governance Guidelines, a director who has reached the age of 72 must submit an annual letter of resignation. The resignation will become effective only if accepted by a majority of the disinterested directors. During fiscal year 2020, each of Messrs. Hayes and Thompson, having reached the age of 72, tendered a conditional resignation letter. Taking into account the recommendation of the CNG Committee and having considered Messrs. Hayes’s and Thompson’s skills, experience, areas of expertise, leadership, and other attributes, the disinterested directors did not accept their resignations.

We do not impose term limits, as we believe that term limits can result in a potential loss of contributions by directors who have developed increasing insight into the company and our operations.

JOB CHANGE

Any director who retires from their job or substantially changes their principal occupation or business association must submit a letter of resignation in accordance with our Board’s Governance Guidelines. The resignation will become effective only if accepted by a majority of the disinterested directors.

MANAGEMENT SUCCESSION PLANNING

We are committed to ensuring that we are continually developing leadership talent within the organization, and our Board is actively engaged in talent management. The Board regularly reviews and discusses our leadership pipeline and succession plans with a focus on senior executive positions. High-potential leaders are given exposure and visibility to directors through formal presentations and informal events.

As a result of this approach, our Board was well positioned to execute on its recent succession plan, including the promotions of Mr. Heissenbuttel to President and CEO, Mr. Libner to CFO and Treasurer, and Mr. Shefman to Vice President and General Counsel. Our Board had long planned for the eventual retirement of our former President and CEO, Tony Jensen. After Mr. Jensen announced in mid-2019 his intent to retire, our CNG Committee worked with an external search firm, Russell Reynolds Associates, to conduct a search for his successor from a diverse set of internal and external candidates. The CNG Committee ultimately recommended, and our Board approved, the appointment of Mr. Heissenbuttel based on his experience and qualifications and the perceived needs of our company.

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COMMITMENT TO SOCIAL RESPONSIBILITY

We believe responsible mining and business practices create sustainable value for all stakeholders. We are committed to good governance, environmental stewardship, human rights, fair labor practices, and employee wellbeing. We support and respect the cultures and values of the host countries and the indigenous and local communities where we invest.

As a passive investor in mining projects, we do not have direct influence or control over operators or operations at the properties in which we invest. In addition, with fewer than 30 employees across four offices in three countries, our direct environmental and social footprint is modest. However, as a key financing alternative for mining projects throughout the world, we believe in instilling the principle of social responsibility and environmental stewardship in our business interactions when we can, as summarized below:

ESG Policy       Our Environmental, Social Responsibility, and Governance Policy sets forth our core commitment to furthering responsible and sustainable mineral development as a means to create long-term value for our stakeholders.
World Gold Council
Responsible Gold Mining
Principles
We are a member of the World Gold Council and endorse its Responsible Gold Mining Principles, which promote sustainable gold mining.
International Council
on Metal & Mining
10 Principles
We support the International Council on Metal & Mining 10 Principles for sustainable development across the mining and metals industries.
London Bullion Market
Association’s Responsible
Sourcing Program
We support the London Bullion Market Association Responsible Sourcing program designed to combat money laundering, terrorist financing, and human rights abuses in global metals markets.
Operator
Engagement
Many of the operators we work with have endorsed at least one international ESG charter, such as the World Gold Council Responsible Gold Mining Principles, International Council on Metal & Mining 10 Principles, United Nations Global Compact, Global Reporting Institute Standards, IFC Performance Standards on Social and Environmental Sustainability, or Extractive Industries Transparency Initiative.
New Investments We seek new stream and royalty investment opportunities with responsible operators that maintain appropriate focus on ESG risks at their operations.
Due Diligence We conduct considerable due diligence, including review of operators’ commitment to ESG principles, during our review of new investment opportunities.
Contractual Safeguards We seek to mitigate ESG risk to our investments through negotiation of appropriate contractual safeguards when possible.
Ongoing Monitoring We monitor operators’ management of ESG risks on an ongoing basis and, where appropriate, enforce our contractual rights.
Host Community
Commitment

We actively seek opportunities to advance sustainability initiatives with the goal of allowing communities to thrive during and following mining operations. Notable recent efforts include investing in the construction of a medical clinic in Matarachi, Mexico, funding a scholarship program for residents in the area of the Mulatos mine, contributing funds for social, cultural, educational, and other initiatives in the Tetlin native community, and donating funds to the South Dakota School of Mines and Technology to advance the university’s minerals and energy industries program.

Many of our operators also actively and positively impact the communities where they mine. We encourage their efforts and often make our own financial contributions in support of their programs.

Human Rights Policy We are committed to respecting human rights in the jurisdictions where we operate. We will comply with all applicable laws concerning human rights; prohibit the hiring of individuals under the legal age of employment; prohibit all forms of human trafficking and forced labor, including prison labor, indentured labor, bonded labor, and modern forms of slavery; comply with applicable wage, work hours, overtime, and benefits laws; and promote diversity and inclusion, equal opportunity, and intolerance to discrimination and harassment on the basis of race, sex, color, national or social origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression, or any other status protected by applicable law.

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Diversity Policy       The success of our business depends heavily on the quality and skills of our people; and the wide array of perspectives and experiences that derive from a diverse Board and workforce enhances creativity, productivity, and overall organizational strength. Our diversity policy is intended to encourage diversity across the entire organization. We are committed to an inclusive work environment where individuals are treated with fairness and respect and are given equal opportunity to develop and advance without regard to age, race, gender, color, religion, national origin, disability, sexual orientation, marital status, military status, or genetic characteristics.
Employee Community
Service
We believe in giving back at home, supporting the communities where we live and work. Our annual charitable giving is administered by a committee of employees that selects donation targets and recipients in our local communities. Our employees can also take two days of paid leave to serve nonprofit organizations of their choosing. We are proud to partner with leading charities in Denver, Luzern, Toronto, and Vancouver that are actively responding to community needs with respect to medical supplies, homelessness, food security, and elder care.

STOCKHOLDER ENGAGEMENT

We proactively engage with significant stockholders throughout the year. Our stockholder engagement is focused on dialogue, transparency, and responsiveness. In 2020, we engaged on a variety of topics with most of our largest stockholders that actively manage their portfolios. Topics of engagement included our financial performance, investment portfolio, corporate strategy, competitive environment, capital allocation, and succession planning. Various members of our management team participate in these dialogues at times. Our management team provides quarterly updates to our Board on stockholder engagement and feedback.

COMMUNICATION WITH DIRECTORS

Stockholders and other interested parties who wish to communicate with our Board, including our independent Chairman of the Board, independent and non-management directors as a group, or any other individual director, may send their communication to our Corporate Secretary at Royal Gold, Inc., 1144 15th Street, Suite 2500, Denver, Colorado 80202, or corporatesecretary@royalgold.com. Our Corporate Secretary reviews communications to the Board. Communications relating to accounting, auditing, or fraud are forwarded to the Chairman of our AF Committee, and any other communications addressing a legitimate business issue are forwarded to other members of our Board as appropriate.

BOARD STRUCTURE

Our Board does not have a policy regarding separation of the roles of Chairman and CEO. Our Board believes it is in our best interests to make that determination based on circumstances from time to time. Our Board believes that having an independent, nonexecutive Chairman is currently the most appropriate structure for our company. In the Board’s view, its current leadership structure effectively allocates authority, responsibility, and oversight between management and the Independent directors. Mr. Hayes has served as our independent Chairman since May 2014. If in the future we decide to appoint a non-independent Chair, our Board’s Governance Guidelines state that our independent directors will also appoint a lead independent director.

COMMITTEES OF THE BOARD

Our Board has two standing committees: Audit and Finance Committee (“AF Committee”) and Compensation, Nominating, and Governance Committee (“CNG Committee”). Each committee is governed by a written charter that is reviewed annually and updated as appropriate to reflect best practices and regulatory or business changes. Each committee also reviews annually its own compliance with its charter. Committee charters are available on our website at www.royalgold.com under “ESG – ESG Document Library.”

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AUDIT AND FINANCE COMMITTEE

           

COMMITTEE MEMBERS AND HIGHLIGHTS

AF Committee held five meetings during fiscal year 2020
All members are independent under Nasdaq and SEC rules
All members are audit committee financial experts as defined under SEC rules
All members satisfy the Nasdaq financial literacy and sophistication requirements
William
Hayes,
Chairman
Jamie
Sokalsky
Christopher
Thompson*

* In September 2020, Mr. Thompson notified us of his intention not to stand for reelection to our Board at the annual meeting and to retire from the Board on that date. If Ms. Chubbs is elected as a Class III director at the annual meeting, the Board expects to appoint her as a member of the AF Committee to replace with Mr. Thompson.

KEY RESPONSIBILITIES

Oversees the integrity of our financial statements
Oversees compliance with legal and regulatory requirements and corporate policies
Appoints, retains, and oversees the independent registered public accountant and evaluates its qualifications, performance, and independence
Approves auditing services and any non-audit services to be rendered by the independent registered public accountant
Monitors the internal audit process and critical accounting policies
Reviews the adequacy of financial and operating controls
Oversees our financial strategy, capital structure, and liquidity position
Oversees our cybersecurity program
Reviews and approves related-person transactions

COMPENSATION, NOMINATING, AND GOVERNANCE COMMITTEE

           

COMMITTEE MEMBERS AND HIGHLIGHTS

CNG Committee held five meetings during fiscal year 2020
All members are independent under Nasdaq and SEC rules, including the enhanced independence rules applicable to compensation committee members
Ronald
Vance,
Chairman
Kevin
McArthur
Sybil
Veenman

KEY RESPONSIBILITIES

Oversees our compensation policies, plans, and programs
Reviews and determines the compensation to be paid to executives
Recommends to the Board compensation to be paid to our nonemployee directors
Administers our equity incentive plan
Oversees the preparation of our compensation disclosures
Identifies and recommends to the Board director nominees
Has authority to retain an independent compensation consultant
Advises our Board on corporate governance matters
Reviews our corporate governance policies and guidelines
Reviews our diversity practices

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BOARD PRACTICES, PROCESSES, AND POLICIES

MEETINGS AND ATTENDANCE

Our Board held six meetings during fiscal year 2020. Each director attended 100% of the meetings of the Board and the committee on which he or she served. It is our policy that directors attend our annual stockholders meeting, and all of our directors attended last year’s annual stockholders meeting.

EXECUTIVE SESSIONS

Our independent and nonemployee directors meet regularly in executive sessions. Each of the AF Committee and CNG Committee also meets regularly in executive sessions. Executive sessions are generally scheduled immediately before or after each regular meeting.

BOARD AND COMMITTEE ASSESSMENTS

Our Board considers a thorough and constructive assessment process to be critical in properly assessing Board and committee effectiveness. Each year, the CNG Committee oversees assessments of the Board and each committee concerning their structure, role, responsibilities, and performance.

      1       Annual Review
The CNG Committee oversees an annual self-assessment of Board and committee performance and effectiveness.
The assessment is conducted through an independent web-based platform, with all responses submitted confidentially to encourage full and candid responses.
2 Board Assessment

Our Board’s self-assessment focuses on numerous aspects of corporate governance and performance of the Board’s duties and responsibilities, including, for example, the Board’s culture and interactions with management; the structure, size, competencies, and experience of the Board and its committees; the Board’s effectiveness in guiding strategic direction; succession planning; and the adequacy of agendas, time allotments, and information provided to directors.
3 Committee Assessment

Simultaneously with the Board’s self-assessment process, each committee member also completes a confidential assessment of the performance and effectiveness of the committee on which they serve.

Outcome

Our Board has determined that the Board and its committees operated effectively during fiscal year 2020.

Follow-Up

The CNG Committee uses the assessment results, and in particular the assessment of directors’ skills and qualifications, when recommending director nominees to stockholders.
Policies and practices of the Board may be updated as a result of review and evaluation of assessment results. Director suggestions for improvements to the questionnaires and assessment process are incorporated on an ongoing basis.

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DIRECTOR ON-BOARDING AND CONTINUING EDUCATION

We conduct a comprehensive on-boarding program with incoming directors to introduce them to Royal Gold, our management, business model, corporate strategy, financial condition, corporate organization, and governance practices.

Directors receive appropriate information to assist them in the performance of their duties as directors and committee members, as applicable, including quarterly updates concerning legal, regulatory, accounting, tax, finance, compliance, and governance developments and trends. We reimburse directors for attendance at external director education programs, membership to the National Association of Corporate Directors, and subscriptions to publications concerning governance and other relevant matters.

BOARD GOVERNANCE GUIDELINES

Our Board has adopted Governance Guidelines as a general framework to assist the Board in carrying out its responsibilities. The Governance Guidelines are reviewed annually and updated as appropriate for evolving best practices and regulatory developments. Compliance with the Governance Guidelines is also reviewed annually. The Governance Guidelines are available on our website at www.royalgold.com under “ESG – ESG Document Library.”

CODE OF BUSINESS CONDUCT AND ETHICS

Our Code of Business Conduct and Ethics applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and the members of our Board. A copy of our Code of Business Conduct and Ethics is available on our website at www.royalgold.com under “ESG – ESG Document Library.” We intend to disclose any changes to or waivers from the Code of Business Conduct and Ethics that are required to be disclosed by posting this information on our website.

RELATED-PERSON TRANSACTIONS

The AF Committee is responsible for reviewing transactions involving Royal Gold and any related persons, as defined under SEC rules. Any transaction with a related person, other than transactions available to all employees generally or involving less than $120,000, must be approved or ratified by the AF Committee. Related persons include, for example, directors, executives, greater than 5% beneficial owners, and their family members and associated entities. In determining whether to approve a transaction, the AF Committee considers all relevant facts and circumstances and takes into account, among other factors, whether the transaction is on terms no less favorable to us than terms generally available to an unaffiliated third party under the same or similar circumstances; whether the transaction would impair the independence of an independent director; and whether the transaction would present an improper conflict of interest for any director or executive. No related-person transactions were required to be reported for fiscal year 2020.

ANTI-HEDGING AND ANTI-PLEDGING POLICIES

Our Insider Trading Policy prohibits directors, officers, and employees from hedging against their investments in our stock. This helps to ensure alignment between the interest of management and our stockholders generally. Specifically, the policy prohibits any director, officer, or employee from engaging in any of the following activities related to Royal Gold securities, including securities held directly or indirectly by the individual and equity awards received from us as compensation:

trading in our securities on a short-term basis; our policy provides that stock purchased on the open market should generally be held for a minimum of six months and ideally longer
purchasing or holding our securities on margin

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short selling our securities
buying or selling put or call options or other derivative securities relating to our stock
engaging in hedging or monetization transactions, such as collars, equity swaps, prepaid variable forwards, and exchange funds with respect to our securities
participating in investment clubs that invest in our securities
placing open orders of longer than three business days or ending after a trading window has closed other than pursuant to a qualified trading plan
pledging our securities as security for any obligation

Our Insider Trading Policy is reviewed annually by the CNG Committee and the Board and updated as appropriate. Our Insider Trading Policy is available on our website at www.royalgold.com under “ESG – ESG Document Library.”

TRADING CONTROLS

Under our Insider Trading Policy, directors, officers, and employees on our restricted trading list must receive permission from our Corporate Secretary before entering into any transactions in our securities. Generally, trading is permitted only during open trading periods. These individuals may enter into a 10b5-1 trading plan under SEC rules. These trading plans may be entered into only during an open trading period and must be pre-approved by our Corporate Secretary.

DIRECTOR COMPENSATION

Our director compensation program is designed to reflect current market trends and developments with respect to director compensation. Among other things, our program is designed to provide a higher proportion of total compensation in equity as compared to cash in order to align the interests of directors and stockholders.

The CNG Committee is responsible for evaluating, and recommending to our independent directors, the compensation paid to nonemployee directors. The independent directors consider the CNG Committee’s recommendation and make final determinations on compensation for our nonemployee directors.

We do not have a retirement plan for nonemployee directors. Any executive who also serves as a director is not paid additional compensation for their services on our Board. Therefore, Mr. Heissenbuttel, as President and CEO, does not receive any additional compensation for his services as a director.

PEER GROUP BENCHMARKING

The CNG Committee retains an independent compensation consultant to benchmark director compensation against our peer group every other year. For purposes of reviewing fiscal year 2020 director compensation, the CNG Committee relied on a report prepared by Hugessen Consulting Inc. (“Hugessen”) in June 2018 in connection with the CNG Committee’s review of director compensation for fiscal year 2019. As a result, our peer group for purposes of fiscal year 2020 director compensation was the same peer group used for purposes of fiscal year 2019 executive and director compensation (see page 49 for a description of our fiscal year 2019 peers).

The Hugessen report provided benchmarking information with respect to the amount of director compensation using several methodologies, the forms of compensation used, and our stock ownership guidelines for directors.

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COMPONENTS OF FISCAL YEAR 2020 DIRECTOR COMPENSATION

Taking into account the information provided by Hugessen, the CNG Committee recommended, and the independent directors approved, that no changes be made to the director compensation program for fiscal year 2020. This was the fourth consecutive year of no increase in director compensation.

Compensation Element for Nonemployee Directors Fiscal Year 2020 Amount*
Annual Board Retainer       $60,000
Board and Committee Meeting Fees $1,500 / Meeting Attended
Annual Retainer for Chairman of the Board $115,000
Annual Retainer for Chairman of the AF Committee and CNG Committee $15,000
Annual Equity Award $160,000 Equity Value Target**

* Annual retainers are paid in cash on a quarterly basis.
** Nonemployee directors received 1,386 shares of restricted stock (U.S. residents) or restricted stock units (Canadian residents). Half of the shares vested immediately on the grant date and the remaining half vested on the first anniversary of the grant date. The number of shares was determined based on the 30-day volume weighted average stock price for the period ended August 12, 2019, which was $116.16.

During the first quarter of fiscal year 2020, the members of the CNG Committee received a one-time search committee fee of $15,000, as approved by the other independent directors, in recognition of the extraordinary effort, diligence, and time commitment in connection with the CEO transition and related matters.

FISCAL YEAR 2020 DIRECTOR COMPENSATION

The following table provides information regarding compensation paid to or earned by our nonemployee directors for their services during fiscal year 2020.

Director Fees Earned
or Paid in
Cash
($)
Stock
Awards(1)
($)
Total
($)
William Hayes       206,500       171,116       413,616
Kevin McArthur 91,500 171,116 262,616
Jamie Sokalsky 76,500 171,116 247,616
Christopher Thompson 76,500 171,116 247,616
Ronald Vance 106,500 171,116 313,616
Sybil Veenman 91,500 171,116 262,616

(1) Amount represents the grant date fair value of restricted stock or restricted stock units granted during fiscal year 2020, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2020. In accordance with financial statement reporting rules, the grant date fair value for each share of restricted stock or restricted stock unit was $123.46, which was the closing price of our common stock on the grant date, August 14, 2019. The value shown in this table ($171,116) differs from the value shown in the previous table as the target value of the equity award ($160,000). For administrative purposes, when the awards were granted, we used the 30-day volume weighted average stock price for the period ended August 12, 2019, which was $116.16. For purposes of this table, we are required to report the awards at their grant date fair values calculated in accordance with financial statement reporting rules, as described above. As of June 30, 2020, Messrs. Hayes and Thompson each held 693 shares of unvested restricted stock. All other nonemployee directors elected to defer their 2020 equity compensation pursuant to our Deferred Compensation Plan, which is described below.

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DIRECTOR DEFERRED COMPENSATION PLAN

Our nonemployee directors are eligible to participate in our Deferred Compensation Plan. The plan allows participants to elect to set aside eligible cash and equity compensation in a tax-deferred vehicle for retirement or other life-event purposes. Participants can elect to receive certain income in a future year that would otherwise be paid in the upcoming year. These amounts are not subject to federal income tax at the time of contribution to the plan. The plan is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. Four of our six nonemployee directors elected to defer all of their fiscal year 2020 equity compensation.

EXPENSES

We reimburse nonemployee directors for their out-of-pocket travel, lodging, and meal expenses incurred in connection with their travel in service to our Board. We do not reimburse nonemployee directors for their time spent traveling on Board business.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Nonemployee directors are expected to have a significant long-term financial interest in Royal Gold. To encourage alignment with the interests of stockholders, each nonemployee director is required to own shares of our common stock equal in value to $600,000 within five years from the date of their first equity grant. Nonemployee directors are required to hold 50% of the shares acquired pursuant to any equity grant until they meet their ownership target. Directors are also prohibited from hedging against their investments in our stock or pledging their shares. As of September 21, 2020, all of our nonemployee directors exceeded their ownership guidelines.

Director       Guideline Value of $600,000
Compared to FY 2020 Board Retainer
      Actual Value of Stock Owned
Compared to FY 2020 Board Retainer
William Hayes 10x Retainer 17.9x Retainer
Kevin McArthur 10x Retainer 35.0x Retainer
Jamie Sokalsky 10x Retainer 31.6x Retainer
Christopher Thompson 10x Retainer 89.2x Retainer
Ronald Vance 10x Retainer 28.2x Retainer
Sybil Veenman 10x Retainer 16.0x Retainer

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PROPOSAL 2

 

ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Our Board recommends a vote FOR approval of the advisory resolution on executive compensation

We are seeking stockholder approval of an advisory resolution on the compensation of our NEOs as described in the Compensation Discussion and Analysis, compensation tables, and related narrative discussion included in this proxy statement.

This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to express a view on our fiscal year 2020 executive compensation programs and policies and the compensation paid to our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation policies and practices relating to our NEOs as described in this proxy statement. Because your vote is advisory, it will not be binding on the Board. The Board and CNG Committee will, however, as they have done in prior years, consider the outcome of the say-on-pay vote when considering future compensation arrangements.

At our 2017 annual meeting, stockholders approved, on an advisory basis, holding the say-on-pay votes annually, and the Board has adopted a practice of providing for an annual say-on-pay vote. Accordingly, the next say-on-pay vote will occur at our 2021 annual meeting.

Our Board recommends a “FOR” vote because it believes that our compensation policies and practices are effective in achieving our compensation goals of paying a competitive salary, providing attractive annual and long-term incentives to reward growth, and linking management interests with stockholder interests.

Key elements of our fiscal year 2020 executive compensation are described beginning on page 40.

Stockholders are asked to approve the following advisory resolution:

RESOLVED, that the compensation paid to Royal Gold’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.

VOTE REQUIRED FOR APPROVAL

The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to approve this proposal.

COMPENSATION, NOMINATING, AND GOVERNANCE COMMITTEE REPORT

The Compensation, Nominating, and Governance Committee of the Board of Directors has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on this review and discussion, the Compensation, Nominating, and Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in Royal Gold’s Annual Report on Form 10-K for the year ended June 30, 2020, and the Board of Directors has approved that recommendation.

This report is provided by the following independent directors, who comprise the Compensation, Nominating, and Governance Committee:

Ronald Vance, Chairman       Kevin McArthur       Sybil Veenman

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the fiscal year 2020 compensation of our named executive officers.

NAMED EXECUTIVE OFFICERS

For fiscal year 2020, we had seven named executive officers, consisting of five current executives and two former executives (collectively, our “NEOs” or “executives”).

CURRENT NEOs

WILLIAM HEISSENBUTTEL, 55

President and Chief
Executive Officer

    

Mr. Heissenbuttel has more than 30 years of corporate finance experience, including 25 years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel was appointed our President and Chief Executive Officer and a Class I director, effective January 2, 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy from June 2018 to January 2020, Vice President Corporate Development from 2007 to June 2018, Vice President Operations from January 2015 to June 2016, and Manager Corporate Development from 2006 to 2007.

Prior to joining Royal Gold, Mr. Heissenbuttel served as Senior Vice President from 2000 to 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then as Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994, he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover.

Mr. Heissenbuttel holds a Master of Business Administration degree from the University of Chicago and a Bachelor of Arts degree from Northwestern University.


MARK ISTO, 60

Executive Vice
President and Chief
Operating Officer, Royal
Gold Corporation

    

Mr. Isto has 35 years of experience in mining engineering, mine management, and project development on a regional and global basis. Mr. Isto has served as our Executive Vice President and Chief Operating Officer since January 2020. Previously, he served as our Vice President, Operations, from June 2016 to January 2020 and Executive Director, Project Evaluation, for our wholly owned subsidiary, RGLD Gold (Canada) Inc., from January 2015 to June 2016.

Prior to joining Royal Gold, Mr. Isto served as Vice President Operations for First Nickel Inc. from 2012 to 2014 and served in Vice President and Senior Vice President roles in the Projects Group at Kinross Gold Corp. from 2006 to 2012. Mr. Isto also served as Mine General Manager of Golden Sunlight Mines, Inc. (Placer Dome America) from 2004 to 2006 and previously held numerous other management positions in Placer Dome’s global operations, including Chief Engineer, Mine Superintendent, Project Director, and Senior Advisor over nearly 25 years with Placer Dome.

Mr. Isto holds a Master of Business Administration degree in Business Administration from the University of Nevada–Reno and a Bachelor of Science degree in Mining Engineering from Montana College of Mineral Science and Technology.

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DANIEL BREEZE, 47

Vice President
Corporate
Development, RGLD
Gold AG

    

Mr. Breeze has 20 years of technical and commercial experience across international markets. Mr. Breeze has served as Vice President Corporate Development of our wholly owned subsidiary, RGLD Gold AG, since January 2019.

Before joining Royal Gold, Mr. Breeze worked for Bank of Montreal from 2010 to December 2018, serving most recently as Managing Director, Equities for BMO Capital Markets, based in Zürich, Switzerland, where he was focused primarily on the mining sector. Previously, Mr. Breeze was a member of the Equities Group at UBS Investment Bank where he worked extensively with North American and European mining companies across the commodity spectrum. Prior to his banking career, Mr. Breeze was a member of its geotechnical/mining team at Golder Associates.

Mr. Breeze holds Master of Engineering and Master of Business Administration degrees from the University of Toronto and a Bachelor of Science degree in Civil Engineering from the University of Manitoba. Mr. Breeze is also a registered Professional Engineer.


PAUL LIBNER, 47

Chief Financial Officer
and Treasurer

    

Mr. Libner has more than 20 years of finance and accounting experience. Mr. Libner has served as our Chief Financial Officer and Treasurer since January 2020. Previously, he served as our Controller and Treasurer from June 2018 to January 2020 and Controller from 2004 to May 2018.

Mr. Libner began his career with Ernst & Young where he provided audit and business advisory services, primarily for the financial services and healthcare industries, and later held various finance and accounting roles within the financial services industry.

Mr. Libner holds a Bachelor of Science degree and Master of Accountancy degree from the University of Denver.


RANDY SHEFMAN, 47

Vice President and
General Counsel

    

Mr. Shefman has more than 20 years of legal experience in international transactions across the mining, oil and gas, and power sectors. He joined Royal Gold in 2011 as Associate General Counsel and served in that capacity until his appointment as Vice President and General Counsel in January 2020.

Prior to Royal Gold, Mr. Shefman was in private legal practice with regional and international law firms, including LeBouef Lamb Greene & MacRae, Holland & Hart, and Hogan Lovells.

Mr. Shefman holds an LL.M. degree in Environmental and Natural Resources Law and Policy from the University of Denver, a J.D. degree from the University of Colorado, and a Bachelor of Arts degree in history from the University of Michigan.

FORMER NEOs

Tony Jensen retired as our President and Chief Executive Officer and a Class I director effective January 1, 2020. Bruce Kirchhoff retired as our Vice President and General Counsel effective January 1, 2020.

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WE DELIVERED STRONG FINANCIAL AND OPERATING RESULTS FOR FISCAL YEAR 2020

Fiscal year 2020 was another year of strong financial performance for Royal Gold. We saw new records for revenue of $499 million, operating cash flow of $341 million, and earnings of $199 million. We transitioned to new leadership and funded growth with $154 million invested in projects that we expect to provide future revenue growth, including $136 million of advance payments towards the Khoemacau silver stream. We also increased our per share dividend for the 19th consecutive year and paid total dividends of $71 million.

2020 FINANCIAL HIGHLIGHTS 2020 OPERATIONAL HIGHLIGHTS
STRONG REVENUE STRONG OPERATING
CASH FLOW
        GEOs FUNDED GROWTH
$499M $341M 320,000

$136M
advanced payments towards Khoemacau silver stream

RECORD DIVIDENDS
RETURNED TO
STOCKHOLDERS
ROBUST LIQUIDITY
REVENUE BY METAL
$71M

$1B
Liquidity at June 30, 2020, consisting of $319M working capital and $695M credit facility availability

THE SAME PERFORMANCE MEASURES USED TO EVALUATE CORPORATE PERFORMANCE ARE USED FOR OUR COMPENSATION PROGRAMS

Our executives bear responsibility for driving corporate performance. Their compensation strongly correlates to our corporate performance based on many of the same key metrics that our Board uses to chart corporate strategy and evaluate our success in achieving that strategy.

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MEASURES OF CORPORATE OPERATIONAL, FINANCIAL, AND STRATEGIC PERFORMANCE

Key Measure       Description of Performance Measures       Tie to Strategy Element of
Compensation
Operating Cash
Flow Multiple vs.
GDX Constituents
Measures our relative market performance against our peers in the GDX and directly reflects production performance, financial discipline, and portfolio quality Financial flexibility and discipline; capital deployment Short-term incentive
Net GEO
Production
Measures the production success of our existing asset portfolio Gold focused; capital deployment
Cost Containment Measures management’s ability to manage our business in a cost-efficient manner Financial flexibility and discipline
Growth in Net
GEOs
Measures our success in growing our business through acquisitions of new stream and royalty interests Growth Performance shares
TSR Relative to
GDX Constituents
Measures the value created for our stockholders Return to stockholders
Net Revenue
Target
Established a minimum financial threshold required before NEOs may receive vesting of restricted shares, subject to service conditions Retention of quality management Restricted shares

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WE EMPLOY COMPENSATION BEST PRACTICES

Our executive compensation program aligns well with governance best practices and the long-term interests of our stockholders. We believe these best practices, some of which are in response to feedback from our stockholders, are key to our receiving an average of 98% voter support for our executive compensation program at each annual meeting of stockholders since November 2016.

The following are representative practices that we do and do not employ:

WE DO                           WE DON’T                
Pay for performance with 72% of our current CEO’s and 67% of our other current NEOs’ total direct compensation for fiscal year 2020 representing variable or at-risk compensation
Use multiple performance measures for both short- and long-term incentive programs
Use challenging short- and long-term goals focused on growth and long-term returns
Establish target and maximum awards in short- and long-term incentive programs
Use a formulaic scorecard to determine short-term incentives
Use multiple types of equity awards under long-term incentive program intended to motivate performance over various time horizons and balance the overall risk-reward relationship
Use a peer group of gold-focused companies to benchmark performance and compensation levels
Target NEO compensation at or near the median of our peer group
Require executives to meet robust stock ownership guidelines to align their interests with the interests of our other stockholders
Apply double-trigger vesting for equity awards in a change of control
Engage with stockholders on a variety of topics, including governance and compensation
Regularly monitor our executive compensation program to assess and mitigate compensation-related risks
Maintain independence of the CNG Committee, and our independent compensation consultant reports directly to the CNG Committee
     
Guarantee salary increases, annual short-term incentive payments, or long-term incentive opportunities
Provide excessive perquisites or other special benefits
Permit repricing of stock options without stockholder approval
Provide excise tax gross-ups, including for change-of-control payments
Permit executives or directors to hedge or pledge our stock
Maintain a defined benefit pension plan or any special executive retirement plans

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OUR COMPENSATION PHILOSOPHY AND OBJECTIVES SUPPORT COMPANY PERFORMANCE

The CNG Committee sets and administers our executive compensation philosophy, objectives, and design. Our fundamental compensation philosophy is to recruit, retain, and reward high-performing executives who will bring value to Royal Gold in a variety of ways:

Drive growth and profitability
Increase long-term value for our stockholders
Manage Royal Gold in a responsible manner and in the best interests of stockholders, employees, and other stakeholders
Maintain our reputation for management excellence and financial performance

When designing executive compensation, the CNG Committee seeks to achieve the following objectives:

Attract and retain the highest caliber personnel on a long-term basis
Align management’s interests with the advancement of long-term, sustainable stockholder value
Provide incentive compensation based on company performance on key financial, operational, and strategic goals
Encourage creativity and innovation
Discourage excessive risk-taking behavior

OUR EXECUTIVE COMPENSATION DESIGN INCLUDES A MIX OF BASE SALARY AND SHORT- AND LONG-TERM INCENTIVES

Compensation for our executives includes base salary, a short-term cash incentive, long-term equity incentive awards, and a small amount of fixed benefits. The majority of target compensation (72% of CEO pay and 67% of NEO pay) is performance-based and not guaranteed. Our emphasis is on long-term equity to better align our executives’ interests with our stockholders’ interests:

Current
CEO
   Element When Fiscal Year 2020
Performance Measures
Measuring
Period
How Payout Determined    Other
Current
NEOs

    Salary    Reviewed annually    Individual experience and performance Ongoing    Benchmarking; individual experience and performance        
 
  Short-term Incentive Awarded annually Financial, operational, strategic, and individual measures (page 38) 1 year CNG Committee verification of performance as compared to preestablished measures  
 
                       
  Stock Options and SARs Awarded annually Stock performance and service conditions (page 45) 1- to 3-year vesting Stock performance  
  Restricted Shares Net revenue and service conditions (page 45) 3- to 5-year vesting CNG Committee verification of performance as compared to preestablished measure  
     
  Performance Shares (GEOs) Growth in annual net GEOs and service conditions (page 45) Annually up to year 5 CNG Committee verification of performance as compared to preestablished measures
 
  Performance Shares (TSR) TSR percentile compared to GDX constituents and service conditions (page 45) 1 and 3 years  
   
                       
  Benefits   
 
 
 

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WE ESTABLISH THRESHOLD, TARGET, AND MAXIMUM PAYOUTS FOR SHORT-TERM INCENTIVES AND LONG-TERM PERFORMANCE SHARES CORRELATED TO KEY COMPANY PERFORMANCE MEASURES

The CNG Committee established threshold, target, and maximum payouts for short-term incentives and performance shares. Payouts can range from zero if threshold performance is not achieved to 200% if every maximum performance measure is achieved.

Threshold performance goals should be set to the minimum acceptable performance level, below which performance is not worthy of variable compensation
Target performance goals should generally be consistent with our annual budget and strategic plan, but should be challenging to achieve
Maximum performance goals should be set to require a significant stretch to achieve; they are exemplary performance levels that exceed targets and are worthy of payout up to a maximum 200% of target

WE ESTABLISHED A PERFORMANCE HURDLE FOR RESTRICTED SHARES

We were required to achieve $280 million in net revenue for fiscal year 2020 for any restricted stock or restricted stock units granted to NEOs in August 2019 to vest. Net revenue is a non-GAAP measure that is calculated as revenue less cost of sales (which excludes depreciation, depletion, and amortization). Our net revenue for fiscal year 2020 was $415 million. As a result, the performance threshold for these awards was met. The service requirements, as discussed below, must also be met before any awards vest.

THREE ELEMENTS OF TOTAL DIRECT COMPENSATION

1. BASE SALARY

Base salary is the fixed cash amount paid to an executive to perform their job duties. The CNG Committee reviews and approves executive salaries each August. In alternating years, the CNG Committee’s independent compensation consultant benchmarks executive salaries against our peer group. In general, base salaries are set at or near the median of our peer group.

In alternating years when benchmarking is not performed, the CNG Committee ages the most recent benchmarking results using the most recent U.S. Department of Labor Bureau of Labor Statistics cost-of-living index for the geographic region that includes our Denver headquarters.

In early 2019, the CNG Committee engaged Hugessen as its independent compensation consultant to conduct an updated executive compensation benchmarking study for purposes of setting fiscal year 2020 executive compensation. Hugessen provided its benchmarking study in May 2019, which was supplemented by the CNG Committee and management and then further validated by Hugessen.

Taking into account the work of the independent compensation consultant, for fiscal year 2020, the CNG Committee adjusted base salary in three respects, as detailed in the table below: (1) to provide a 2.7% cost-of-living increase based on the July 2019 U.S. Department of Labor Bureau of Labor Statistics cost-of-living index for the geographic region that includes our Denver headquarters; (2) where appropriate, to align an executive’s salary closer to the median salary of our peers; and (3) to adjust for any promotions.

In setting Mr. Heissenbuttel’s new compensation package in connection with his promotion to President and CEO in January 2020, the CNG Committee considered the following: (1) CEO compensation at the companies in our peer group; (2) our practice of targeting total compensation at or near the median of our peer group, and (3) the fact that Mr. Heissenbuttel was new to the CEO role. The CNG Committee set Mr. Heissenbuttel’s compensation at a level designed to acknowledge the significance of the CEO role, while at the same time providing upside potential for subsequent compensation adjustments as he grows into the new position and demonstrates measurable success relative to specific corporate and personal goals.

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EXECUTIVE BASE SALARIES

Name       Title       Base Salary
at End of
FY2019
($)
      Base Salary
at End of
FY2020(1)
($)
      Increase       Reason for Increase
William
Heissenbuttel
President
and CEO
502,000 650,000 29% 2.7% cost-of-living increase and remaining increase for promotion to President and CEO
Mark Isto EVP and COO,
Royal Gold
Corporation
430,000 485,000 13% 2.7% cost-of-living increase, 4.7% increase to move closer to peer median, and remaining increase for promotion to EVP
Daniel Breeze VP Corporate
Development,
RGLD Gold AG
350,000 370,000 5.8% 2.7% cost-of-living increase and remaining increase to move closer to peer median
Paul Libner CFO and
Treasurer
270,000 340,000 26% 2.7% cost-of-living increase and remaining increase for promotion to NEO position
Randy
Shefman
VP and
General Counsel
258,500 325,000 26% 2.7% cost-of-living increase and remaining increase for promotion to NEO position
Tony Jensen Former President
and CEO
800,000 822,000 2.7% 2.7% cost-of-living increase
Bruce
Kirchhoff
Former VP,
General Counsel,
and Secretary
414,000 426,000 2.7% 2.7% cost-of-living increase

(1) For Messrs. Jensen and Kirchhoff, amounts represent their base salaries on their January 1, 2020, retirement date.

2. SHORT-TERM INCENTIVE AWARDS AND DISCRETIONARY BONUSES

WE USE A FORMULAIC SHORT-TERM INCENTIVE SCORECARD AND PROVIDE LIMITED DISCRETIONARY BONUSES WHEN APPROPRIATE

The CNG Committee uses a formulaic scorecard that sets predetermined financial, operational, strategic, and individual performance measures for determining awards of short-term incentives. The CNG Committee believes the scorecard is transparent, uses financial and operational measures that are understood by our executives and stockholders, and aligns executive pay with our annual performance.

In August 2019, the CNG Committee established a short-term incentive target for each executive based on a percentage of the executive’s salary for fiscal year 2020. The CNG Committee defined the target as the midpoint of each executive’s short-term incentive range (75% to 125% of base salary for the CEO, and 60% to 90% of base salary for all other NEOs). The CNG Committee also established threshold, target, and maximum performance goals that could result in payouts ranging from zero if no threshold goals were achieved, to 100% of an executive’s bonus target if each target goal was achieved, and then to 200% of an executive’s bonus target if each maximum goal was achieved.

Messrs. Jensen and Kirchhoff retired on January 1, 2020, and therefore were not entitled to any payouts under our short-term incentive program for fiscal year 2020. In January 2020, in recognition of Mr. Kirchhoff’s service during fiscal year 2020, the CNG Committee approved a discretionary cash bonus to Mr. Kirchhoff of $177,500 (which amount represented one-half of his short-term incentive awarded for fiscal year 2019).

In August 2020, the CNG Committee approved discretionary cash bonus to Mr. Heissenbuttel of $50,000 for his leadership during the COVID-19 pandemic. Also in August 2020, taking into account the recommendation of Mr. Heissenbuttel, the CNG Committee approved a discretionary cash bonus to Mr. Isto of $50,000 in recognition of his outstanding effort and extensive contributions to our Peak Gold investment, overall management and monitoring of our existing portfolio of investments, and the development of a virtual technical due diligence program in response to the COVID-19 pandemic.

Some of the weightings described below were different for Messrs. Libner and Shefman for the first half of the fiscal year before they were promoted to NEO positions.

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FINANCIAL AND OPERATIONAL MEASURES (40%)

40% of executives’ short-term incentive was tied to our performance against three financial and operational measures:

Our operating cash flow as a multiple of market capitalization relative to the GDX constituents
Compares our relative market performance against that of our peers
Reflects both financial discipline and the quality and performance of our stream and royalty portfolio

Net GEO production relative to our fiscal year 2020 budget
Compares actual production from our stream and royalty portfolio against our fiscal year 2020 budget
“Net GEO” production represents operators’ aggregate mineral production subject to our stream and royalty interests, multiplied by metal prices used in our fiscal year 2020 budget, less reported cost of sales, divided by the gold price used in our fiscal year 2020 budget

Our ability to hold cash costs in line with our budget (cost containment)
Tests our ability to conduct our business in a cost-efficient manner

STRATEGIC MEASURES (35%)

35% of executives’ short-term incentive was tied to our success against three strategic measures:

Deploy capital reasonably expected to generate future GEOs
Exploration advance or monetization of our Peak Gold joint venture in Alaska
Maintain preestablished leverage and liquidity levels

INDIVIDUAL PERFORMANCE MEASURES (25%)

25% of executives’ short-term incentive was tied to individual performance against multiple unique corporate and personal goals. The goals were generally designed to promote superior individual performance and continue development and growth as an executive, as well as to promote talent development within the organization.

FISCAL YEAR 2020 SHORT-TERM INCENTIVE SCORECARD

Performance Measures       Weight       Threshold
(0% payout)
      Target
(100% payout)
      Maximum
(200% payout)
Financial and Operational Measures
Operating cash flow as a multiple of market capitalization relative to GDX constituents
20% 80th percentile 90th percentile 100th percentile
Net GEO production vs. fiscal year 2020 budget (holding metal prices constant at budgeted amounts)
10% 80% of FY 2020
budget
100% of FY 2020
budget
120% of FY 2020
budget
Cost containment (excluding non-cash compensation, production taxes, exploration costs and nonrecurring items)
10% 10% over FY 2020
budget
Meet FY 2020
budget
10% under FY 2020
budget
Strategic Measures(1)
Capital deployment to generate GEOs
20% Invest capital reasonably expected at the time of commitment to result in the generation of future GEOs at or above threshold, target, maximum amounts
Peak Gold JV
10% Exploration advance or monetization of our Peak Gold joint venture interest
Financial strength after growing dividend
5% Maintain specified debt-related ratio and liquidity levels
Individual Performance(1) 25% Meet individualized corporate and personal development goals
Total 100%

(1) The CNG Committee has determined that public disclosure of the specific strategic and individual performance goals could cause competitive harm to us and is not material to an understanding of fiscal year 2020 executive compensation.

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SHORT-TERM INCENTIVES WERE AWARDED FOR FISCAL YEAR 2020

In August 2020, the CNG Committee evaluated our corporate performance as measured against each preestablished financial, operational, and strategic performance measure. The CNG Committee also evaluated Mr. Heissenbuttel’s performance against his individual performance measures. Mr. Heissenbuttel evaluated the performance of our other executives against their individual performance measures. Some numbers in the tables below do not total due to rounding and prorations for mid-year promotions.

ACTUAL PERFORMANCE VERSUS PERFORMANCE MEASURES FOR FISCAL YEAR 2020

Measure       % of
Target
Achieved
      Weight       Heissenbuttel       Isto       Breeze       Libner       Shefman
Operating Cash Flow Multiple vs. 130% 20% 26.0% 26.0% 26.0% 26.0% 26.0%
GDX Constituents
Net GEO Production 95% 10% 9.5% 9.5% 9.5% 9.5% 9.5%
Cost Containment 200% 10% 20.0% 20.0% 20.0% 20.0% 20.0%
Capital Deployment 50% 20% 10.0% 10.0% 10.0% 7.5% 7.5%
Peak Gold JV 0% 10% 0.0% 0.0% 0.0% 0.0% 0.0%
Financial Strength 100% 5% 5.0% 5.0% 5.0% 5.0% 5.0%
Individual Performance 25% 21.6% 25.0% 28.8% 34.2% 34.5%
Total Score 100% 92.0% 95.5% 99.2% 102.2% 102.4%

ACTUAL SHORT-TERM INCENTIVE AWARDS FOR FISCAL YEAR 2020

Measure       Heissenbuttel       Isto       Breeze       Libner       Shefman
Target (Midpoint of Short-Term Incentive Range)     $ 518,500 $ 363,750 $ 277,500 $ 189,892 $ 181,612
Individual Score 92.0% 95.5% 99.2% 102.2% 102.4%
Actual Short-Term Incentive $ 477,000 $ 347,000 $ 275,000 $ 194,000 $ 186,000

3. LONG-TERM INCENTIVE AWARDS

OUR LONG-TERM INCENTIVES ALIGN EXECUTIVES’ INTERESTS WITH STOCKHOLDERS’ INTERESTS

Long-term incentive compensation is designed to encourage executives to manage our business for the long term by delivering a significant portion of each executive’s potential total direct compensation at a future date. Annual long-term incentive awards are driven primarily by our achievement of performance goals that are consistent with our strategy and generate long-term returns for stockholders. The CNG Committee generally tries to set the value of long-term equity awards at an amount that maintains total direct compensation at or near the median of our peers.

In administering our long-term incentive program, the CNG Committee undertakes a risk analysis to assure that executives are guided by appropriate incentives without encouraging excessive risk taking.

In general, the CNG Committee grants equity awards annually in August and, in certain cases, in connection with a significant promotion.

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WE USE THREE FORMS OF EQUITY AWARDS, EACH SERVING A DIFFERENT PURPOSE

1. STOCK OPTIONS AND STOCK-SETTLED STOCK APPRECIATION RIGHTS

Stock options and stock-settled stock appreciation rights (“SARs”) are intended to promote sustainable business results by encouraging management to achieve share price appreciation. A SAR is a right to receive, upon exercise, the excess of the fair market value of one share of stock on the date of exercise over the grant price of the SAR. SARs are settled in shares of our common stock. The grant price for stock options and SARs is the closing price of our common stock on the grant date. Stock options and SARs have 10-year terms and generally vest in equal annual increments over three years beginning on the first anniversary of the grant date. In some cases, when we grant SARs mid-year as a result of a promotion, the three-year vesting schedule for the award may be tied to the previous annual grant date in August. Once granted, options and SARs are not subject to any future price adjustment.

Our U.S.-based executives are typically awarded the first $100,000 in value of stock options in the form of incentive stock options (the limit for incentive stock options under the Internal Revenue Code) and amounts above $100,000 are typically awarded in the form of SARs. Our executives based in Canada and Switzerland typically are awarded the entire value in SARs.

2. RESTRICTED SHARES

Awards of restricted stock (“RSAs”) and restricted stock units (“RSUs”) focus on retention by securing the long-term commitment of our executives. RSAs and RSUs generally vest in equal annual increments on the third, fourth, and fifth anniversaries of the grant date. In some cases, when we grant RSAs or RSUs mid-year as a result of a promotion, the five-year vesting schedule for the award may be tied to the previous annual grant date in August.

Our U.S.-based executives receive RSAs, and our executives based in Canada and Switzerland receive RSUs. RSAs are issued and outstanding shares of common stock with voting and dividend rights. RSUs are not issued and outstanding shares upon which the grantee may vote or receive dividends; however, grantees are entitled to a cash payment (or dividend equivalent) in the amount of declared dividends at the time dividends are paid.

RSAs and RSUs granted in August 2019 also contained a performance-based vesting condition that provided that no vesting would occur unless we generated net revenue of $280 million or more in fiscal year 2020. Net revenue is a non-GAAP measure that is calculated as revenue less cost of sales (which excludes depreciation, depletion, and amortization). We generated net revenue of $415 million in fiscal year 2020. As a result, the performance-based vesting condition was met.

3. PERFORMANCE SHARES

Performance shares are intended to provide significant incentive to achieve long-term revenue growth and share price appreciation. Performance shares are earned only if preestablished performance goals are met within defined measuring periods. If the performance goals are not achieved by the end of the applicable measuring period, the shares expire unvested. In some cases, when we grant performance shares mid-year as a result of a promotion, the measuring period for the award may be tied to the previous annual grant date in August.

Performance shares are not issued and outstanding shares upon which the grantee may vote or receive dividends. Performance shares vest only if the CNG Committee determines that the underlying performance goals are met. Vested performance shares are settled in shares of our common stock.

Performance shares granted in August of each year from 2015 through 2019 remained outstanding and subject to vesting conditions during fiscal year 2020. These awards had the following characteristics:

GEO Shares – 50% of an executive’s performance shares granted in each year vest only if we grow annual net GEOs between defined threshold and maximum growth levels prior to the end of the fifth fiscal year following the grant date. Growth in annual net GEOs is designed to measure our success in growing our business, whether by acquiring new streams and royalties or reserve expansion by our mine operators. Net GEOs are calculated in the same manner as for short-term incentive awards, as described above. However, due to the five-year vesting period, meeting or exceeding this measure depends on our success in continually acquiring new, revenue-producing stream and royalty assets. Growth by acquisition and reserve expansion is one of our strategic objectives.

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TSR Shares – 50% of an executive’s performance shares granted in each year vest only if we achieve a total shareholder return (“TSR”) compared to the TSRs of the GDX constituents between defined threshold and maximum levels. TSR Shares are eligible to vest for defined one- and three-year measuring periods. Relative TSR measures the value created for our stockholders over one- and three-year periods. Achieving the highest TSR among our industry peers is one of our strategic objectives.

Performance shares vest by linear interpolation within a range from zero shares if the threshold goal is met, to 100% if the target goal is met, and then to 200% if the maximum goal is met or exceeded. For all performance shares, the grantee must be in continuous service from the grant date through any vesting date to receive any shares. Any performance shares that remain unvested after the last applicable vesting date will expire unvested.

The specific goals for performance shares granted in August 2015 through 2019, and our results compared to these goals, are presented below:

GEO Shares Goal: Add, within five fiscal years after any grant date, a specific number of net GEOs over a set baseline of net GEOs. The CNG Committee established specific threshold, target, and maximum net GEO growth goals for fiscal year 2020. The CNG Committee has determined that public disclosure of the specific goals could cause competitive harm to us and is not material to an understanding of fiscal year 2020 executive compensation.

Vesting of GEO shares awarded annually in August of 2015 through 2019 is summarized below:

GEO SHARES VESTING THROUGH JUNE 30, 2020

Grant Date       Cumulative
Percentage of
Target Net GEO
Production as of:
      Vesting Result       Cumulative
Percentage of
Target GEO
Shares Vested
August 2015 6/30/2016       121% Between target and maximum 121%
6/30/2017 190% Incremental additional shares 190%
6/30/2018 198% Incremental additional shares 198%
6/30/2019 198% No vesting 198%
6/30/2020 198% No vesting – unvested shares expired 198%
August 2016 6/30/2017 107% Between target and maximum 107%
6/30/2018 109% Incremental additional shares 109%
6/30/2019 109% No vesting 109%
6/30/2020 109% No vesting 109%
August 2017 6/30/2018 0% No vesting 0%
6/30/2019 0% No vesting 0%
6/30/2020 0% No vesting 0%
August 2018 6/30/2019 0% No vesting 0%
6/30/2020 0% No vesting 0%
August 2019 6/30/2020 0% No vesting 0%

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TSR Shares Goal: Achieve the highest percentile in TSR among the GDX constituents for defined one- and three-year periods:

50% of TSR shares are evaluated for the three-year measuring period ending on June 30 of the third fiscal year after the grant date (“3-year TSR shares”)
50% of TSR shares are evaluated for vesting in equal one-third increments for each one-year measuring period ending on June 30 of the first, second, and third fiscal years after the grant date (“1-year TSR shares”)

Vested TSR shares are settled in shares of common stock following June 30 of the third fiscal year after the grant date, when and if the CNG Committee determines that the TSR goal has been met.

TSR SHARES VESTING THRESHOLDS

Metric       Total Shareholder Return       Vesting
Threshold Less than 50th percentile 0% of target shares awarded
Target 75th percentile 100% of target shares awarded
Maximum 100th percentile 200% of target shares awarded

TSR SHARES VESTING THROUGH JUNE 30, 2020

Grant Date       Tranche       Percentile
Achieved
      CNG Committee Vesting Determination
August 2017 1-Year, tranche 1 80 th Vested by linear interpolation between target and maximum*
1-Year, tranche 2 47 th Percentile below threshold; shares expired unvested
1-Year, tranche 3 35 th Percentile below threshold; shares expired unvested
3-Year 58 th Vested by linear interpolation between threshold and target*
August 2018 1-Year, tranche 1 47 th Percentile below threshold; shares expired unvested
1-Year, tranche 2 33 rd Percentile below threshold; shares expired unvested
1-Year, tranche 3 N/A Not yet subject to evaluation
3-Year N/A Not yet subject to evaluation
August 2019 1-Year, tranche 1 37 th Percentile below threshold; shares expired unvested
1-Year, tranche 2 N/A Not yet subject to evaluation
1-Year, tranche 3 N/A Not yet subject to evaluation
3-Year N/A Not yet subject to evaluation

* Vesting subject to grantee meeting the three-year continuous service requirement.

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ANNUAL COMPENSATION PROCESS

THE CNG COMMITTEE LEADS THE ANNUAL EXECUTIVE COMPENSATION PROCESS, WITH INVOLVEMENT FROM ITS INDEPENDENT COMPENSATION CONSULTANT AND MANAGEMENT

ROLES AND RESPONSIBILITIES IN THE ANNUAL EXECUTIVE COMPENSATION PROCESS

CNG
Committee
     
Consists of three independent directors in accordance with securities, tax, and listing rules
Oversees administration of policies governing executive compensation
Reviews stockholder feedback and trends in executive compensation design
Reviews and sets compensation philosophy, objectives, and design and reviews any updates or changes with the Board annually
Ensures alignment with strategic goals and stockholder value through establishment of performance measures and goals consistent with our strategy and long-term value creation for stockholders
Determines whether performance measures are met
Conducts annual assessment of CEO performance, with input from all independent directors
Determines CEO compensation without the presence of CEO or other management
Considers, without being bound by, input from independent compensation consultant and CEO on NEO compensation
Determines NEO compensation with input from the CEO
Management
Provides input to CNG Committee on strategy and program design
Develops initial recommendations for short- and long-term incentives based on achievement of performance measures
Independent
Compensation
Consultant
Retained annually by the CNG Committee; independence determined annually by CNG Committee
Performs work at direction and under supervision of the CNG Committee
Provides expertise on compensation design, market practices, peer group construction, and benchmarking
Benchmarks NEO and director compensation in alternating years
Provides in-depth review of and recommendations for compensation framework and design

The CNG Committee commissions external reviews of executive and director compensation in alternating years to balance consulting costs with the need to achieve consistency with market compensation practices. In early 2019, the CNG Committee engaged Hugessen as its independent compensation consultant to conduct an updated executive compensation benchmarking study for purposes of setting fiscal year 2020 executive compensation. Hugessen provided its benchmarking study in May 2019, which was supplemented by the CNG Committee and management and then further validated by Hugessen.

The CNG Committee assessed the independence of its compensation consultant under Nasdaq listing standards and SEC rules and concluded that no conflict of interest existed that would have prevented the compensation consultant from serving as an independent consultant to the CNG Committee.

The compensation consultant reports directly to the Committee and did not provide any services to management in fiscal year 2020.

The CNG Committee or the Board is responsible for making all equity grants. Our management does not have the authority to make any equity grants.

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WE ESTABLISH A RELEVANT COMPARATOR GROUP AND CONDUCT EXECUTIVE COMPENSATION BENCHMARKING

WE SELECT BENCHMARKING PEERS THAT MATCH OUR INDUSTRY, BUSINESS MODEL, AND MARKET CAP

The CNG Committee reviews and selects executive compensation peers based primarily on similar industry profile and size as measured by market capitalization. Our compensation peer group includes our closest direct streaming and royalty competitors, while the remainder of the group includes comparably sized gold and silver mining companies.

ROYAL GOLD PEER GROUP

Company       Primary
Industry
      Market Capitalization
as of June 30, 2020
($ in millions)
Agnico Eagle Mines Limited Gold 15,410
B2Gold Corporation Gold 5,911
Centerra Gold Inc. Gold 3,241
Eldorado Gold Corporation Gold 1,611
Franco-Nevada Corporation Gold 26,483
IAMGOLD Corporation Gold 1,875
Kinross Gold Corporation Gold 9,063
Osisko Gold Royalties Gold 1,646
Pan American Silver Corp. Silver 6,365
Wheaton Precious Metals Corporation Silver 19,681
Yamana Gold Corporation Gold 5,163
75th Percentile 12,236
Median 5,911
25th Percentile 2,558
Average 8,768
Royal Gold, Inc. Gold 8,153
Percentile P64

Data source: S&P CapitalIQ

This is the same peer group as we used for fiscal year 2019 executive compensation, except that we made the following changes to account for merger and acquisition activity or to better align Royal Gold within the collective peer group based on market capitalization: (1) removed Coeur Mining, Inc., Hecla Mining Company, and New Gold Inc. and (2) added Osisko Gold Royalties, Yamana Gold Corporation, and Kinross Gold Corporation.

WE COMPARE OUR EXECUTIVE OFFICER COMPENSATION AGAINST OUR BENCHMARKING PEERS

For fiscal year 2020, the CNG Committee reviewed and considered peer data on several compensation elements, including base salary, short-term incentives, long-term incentives, and total direct compensation, as described above.

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KEY COMPENSATION POLICIES AND PRACTICES

EMPLOYMENT AGREEMENTS

We have entered into employment agreements with each of our NEOs. Under these agreements, we offer certain post-employment payments and benefits to our executives upon the occurrence of specified events. We believe these arrangements better enable us to offer competitive total compensation packages to our executives and promote the ongoing retention of these executives when considering potential transactions that may create uncertainty as to their future employment with us. None of the employment agreements provide for excise tax gross-ups in a change of control.

CEO EMPLOYMENT AGREEMENT

Our employment agreement with Mr. Heissenbuttel provides that he will serve as our President and CEO and that our Board will continue to nominate him for reelection as a director. The agreement has a one-year term beginning on January 2, 2020, and automatically renews for four consecutive one-year periods unless either party timely elects for nonrenewal. Under the agreement, Mr. Heissenbuttel is entitled to an annual base salary of $650,000, which may be increased annually as determined by our Board or CNG Committee. Mr. Heissenbuttel is also eligible to participate in our annual bonus and long-term equity programs, as well as other employee benefits made available to similarly situated executives. Mr. Heissenbuttel is entitled to severance benefits in connection with a termination of employment or a change of control as described below under “Potential Payments Upon Termination or Change of Control” on page 59.

Mr. Heissenbuttel is prohibited from competing against us or soliciting our employees, customers, or business relationships for 12 months following termination of his employment.

OTHER NEO EMPLOYMENT AGREEMENTS

We have entered into an employment agreement with each of our other current NEOs. The agreements for Messrs. Isto and Breeze are between these executives and our wholly owned subsidiaries, Royal Gold Corporation and RGLD Gold AG, respectively. Mr. Breeze’s agreement began on January 1, 2019, and has an indefinite term. The agreements with Messrs. Isto, Libner, and Shefman have a one-year term beginning on January 2, 2020, and automatically renew for four consecutive one-year periods unless either party timely elects for nonrenewal. Each executive is entitled to an annual base salary as originally set by the CNG Committee as described above, which salary may be increased annually as determined by our Board or CNG Committee. Each executive is also eligible to participate in our annual bonus and long-term equity programs, as well as other employee benefits made available to similarly situated executives. Each executive is entitled to severance benefits in connection with a termination of employment or a change of control as described below under “Potential Payments Upon Termination or Change of Control” on page 59.

Each executive is prohibited from competing against us or soliciting our employees, customers, or business relationships for 12 months following termination of his employment.

RETIREMENT AGREEMENTS

JENSEN RETIREMENT AGREEMENT

We entered into a retirement agreement with Mr. Jensen in connection with his retirement on January 1, 2020. Under the agreement, Mr. Jensen is prohibited from competing against us or soliciting our employees, customers, or business relationships for 24 months following termination of his employment. In recognition of Mr. Jensen’s long, successful, and distinguished service to Royal Gold and our Board, the CNG Committee approved that all time-vested equity awards held by Mr. Jensen on January 1, 2020, became fully vested and all performance shares held by Mr. Jensen on January 1, 2020, remained eligible to vest based on attainment of the applicable performance criteria through fiscal year 2021. Specifically, stock options representing 1,238 shares, SARs representing 25,958 shares, and restricted stock representing 27,032 shares received accelerated vesting. In addition, performance

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shares representing 35,881 shares (at maximum potential payout) continued to vest subject to attainment of the applicable performance criteria. In approving Mr. Jensen’s retirement benefits, the CNG Committee considered the following:

Mr. Jensen’s planned retirement followed a long period of successful and distinguished service to Royal Gold and the Board and took account of thoughtful succession planning.
The CNG Committee reviewed alternatives to recognize Mr. Jensen’s service and the outstanding performance of Royal Gold stock during his 16-year tenure.
Mr. Jensen agreed to additional noncompetition restrictions as described above.
Mr. Jensen did not receive any equity grants for fiscal year 2020.
Mr. Jensen would not receive any value from the continued vesting of performance shares unless the applicable performance criteria relating to relative TSR and GEOs were met during fiscal year 2020 or 2021 as part of his TSR and GEO performance shares granted in August 2017 and August 2018.
Mr. Jensen did not receive any cash severance in connection with his retirement.

KIRCHHOFF RETIREMENT AGREEMENT

We entered into a retirement agreement with Mr. Kirchhoff in connection with his retirement on January 1, 2020. Under the agreement, Mr. Kirchhoff is prohibited from competing against us or soliciting our employees, customers, or business relationships for 12 months following termination of his employment. In recognition of Mr. Kirchhoff’s dedicated service to Royal Gold and our Board, the CNG Committee approved a cash bonus of $177,500 to Mr. Kirchhoff recognizing his service during fiscal year 2020 (which amount represented one-half of his short-term incentive awarded for fiscal year 2019) and the accelerated vesting of certain unvested equity awards held by Mr. Kirchhoff on January 1, 2020. Specifically, stock options representing 1,239 shares, SARs representing 6,262 shares, and performance shares representing 271 shares, all of which were originally scheduled to vest in August 2020 or August 2021, received accelerated vesting. Mr. Kirchhoff did not receive any cash severance in connection with his retirement.

BENEFIT PROGRAMS

Benefit programs for our executives are common in design and purpose to the programs offered all of our employees in the U.S., Canada, and Switzerland. Executives can also participate in various health and welfare benefit programs to the extent appropriate in the country of employment under applicable laws. We share the cost of certain health and retirement benefit programs with our employees. We also provide, directly or indirectly, retirement plans for our employees. The U.S. plan is a Salary Reduction/Simplified Employee Pension Plan (“SARSEP Plan”), in which all U.S. employees are eligible to participate. The Canadian plan is a Group Registered Retirement Savings Plan (“Group RRSP”), in which all Canadian employees are eligible to participate. The SARSEP Plan and Group RRSP are voluntary plans. The plan for Swiss employees is regulated by Swiss statutes, is mandated for all Swiss employees within defined limits, and provides for employees’ retirement, survivors, and disability insurance (“Pension Plan”).

The SARSEP Plan and Group RRSP allow employees to reduce their pre-tax salary, subject to certain regulatory limitations, and to put this money into a tax-deferred investment plan. We may make non-elective contributions to the employee’s SARSEP Plan and Group RRSP up to 7% of an individual’s annual salary and short-term incentive, subject to limits. Employer contributions to the employee’s SARSEP Plan or Group RRSP are immediately 100% vested. Total employee and employer contributions to the SARSEP Plan and Group RRSP are subject to annual regulatory limitations. Our Swiss subsidiary pays approximately 50% of the contributions to the Pension Plan according to the applicable regulations of the pension scheme provider. The contribution due is a percentage of the relevant covered salary and depends on the age of the Swiss employee.

PERQUISITES

We do not generally provide perquisites or other special benefits to executives.

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EXECUTIVE STOCK OWNERSHIP GUIDELINES

Our stock ownership requirements encourage our executives to achieve and maintain a minimum investment in our stock. We believe these requirements incentivize our executives to focus on improving long-term stockholder value and align the interests of management and stockholders. The requirement is set as a number of shares that is equivalent to a multiple of the executive’s base salary. Unexercised stock options and SARs and unearned performance shares are not considered owned for purposes of the requirements.

There is no timeframe in which executives must meet ownership targets. Each executive must hold 50% of the shares acquired under any equity grant, net of shares withheld or sold to cover taxes, until the executive reaches the ownership requirement. As shown in the table below, all of our current NEOs are in compliance with the ownership requirements, other than Mr. Breeze who joined Royal Gold at the beginning of 2019.

EXECUTIVE STOCK OWNERSHIP GUIDELINES

Executive       Guideline Value of Common
Stock to be Owned
      Actual Value Owned as of
September 21, 2020
William Heissenbuttel 4x Salary 14.3x Salary
Mark Isto 2x Salary 5.5x Salary
Daniel Breeze 2x Salary 1.5x Salary
Paul Libner 2x Salary 4.7x Salary
Randy Shefman 2x Salary 2.6x Salary

TAX DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Internal Revenue Code limits the amount that a public company can deduct for compensation paid to certain covered executives in excess of $1 million. Prior to 2018, the limitation did not apply to certain performance-based compensation. This performance-based exception was repealed for awards granted after November 2, 2017, such that total compensation paid to covered executives in excess of $1 million is not tax deductible, unless the excess qualifies for certain grandfather provisions. Going forward, we expect that executive compensation will not be fully deductible for income tax purposes. The CNG Committee intends to maintain the pay-for-performance alignment of our incentive compensation programs and believes the interests of our stockholders are best served by not limiting the CNG Committee’s discretion and flexibility in crafting compensation plans and arrangements, even though some compensation awards may result in non-deductible compensation expenses.

POST-TERMINATION COMPENSATION

We do not provide pension or other retirement benefits apart from the SARSEP Plan, Group RRSP Plan, and Pension Plan, each described above. We provide certain post-termination benefits pursuant to the terms of our equity incentive plan and employment agreements described above under “Employment Agreements” on page 50 and below under “Potential Payments Upon Termination or Change of Control” on page 59. None of the employment agreements provide for excise tax gross-ups in a change of control.

RISK ASSESSMENT OF COMPENSATION POLICIES AND PRACTICES

Our executive compensation program is designed to support our ability to recruit, retain, and reward high-performing executives who will drive growth, profitability, and increased long-term stockholder value, while managing Royal Gold responsibly over both the long- and short-term and maintaining our strong reputation. The CNG Committee believes that our executive compensation is an appropriate balance of competitive salary and attractive short- and long-term incentives that (a) are based on achievement of many of the same performance measures used by our Board to chart our corporate strategy and evaluate our success in achieving that strategy; (b) use multiple performance measures to avoid placing excessive emphasis on any single measure; and (c) provide opportunity to earn higher-than-target compensation through consistent superior corporate and individual performance. Management and the CNG Committee believe our executive compensation program provides strong incentives to manage for the long term while avoiding excessive risk taking in the short term.

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EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation of our NEOs for fiscal years 2020, 2019, and 2018.

Name and Principal Position    Year
(Fiscal)
   Salary
($)
   Bonus
($)
   Non-Equity
Incentive Plan
Compensation
($)
   Stock
Awards(1)
($)
   Option
Awards(2)
($)
   All Other
Compensation(3)
($)
   Total
($)
Current NEOs
William Heissenbuttel 2020 583,000 50,000 477,000 842,551 413,142 37,863 2,403,556
President and CEO 2019 502,000 432,000 539,175 278,755 32,784 1,784,714
2018 485,000 355,000 558,778 295,351 37,370 1,731,499
Mark Isto(4) 2020 473,500 50,000 347,000 559,782 269,671 34,116 1,734,069
EVP and Chief 2019 430,000 366,000 465,306 240,416 33,387 1,535,109
Operating Officer
Royal Gold Corporation
2018 390,000 276,000 524,531 277,374 30,601 1,498,506
Daniel Breeze(5) 2020 370,000 275,000 406,475 194,594 35,340 1,281,409
VP Corporate Development 2019 175,000 151,000 214,248 100,065 17,119 657,432
RGLD Gold AG
Paul Libner 2020 308,650 194,000 288,800 142,852 33,718 968,020
CFO and Treasurer
Randy Shefman 2020 295,250 186,000 257,108 126,225 26,849 891,432
VP and General Counsel
Former NEOs
Tony Jensen(6) 2020 411,000 3,730,033 4,141,033
Former President and CEO 2019 800,000 900,000 1,408,258 732,791 33,939 3,874,988
2018 750,000 750,000 1,552,322 820,850 32,738 3,905,910
Bruce Kirchhoff(7) 2020 213,000 177,500 415,502 193,788 243,650 1,243,440
Former VP, General 2019 414,000 355,000 385,741 198,662 32,686 1,386,089
Counsel, and Secretary 2018 400,000 10,000 289,000 434,655 229,864 32,171 1,395,690

(1) Amounts represent the grant date fair value of restricted shares and performance shares granted during the applicable fiscal year, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 8 to our consolidated financial statements contained in our 2020 Annual Report on Form 10-K for the year ended June 30, 2020. Performance shares are shown at 100% of target performance. The grant date fair values of the performance shares, assuming target and maximum performance, were as follows:

Grant Date Fair Value of
Performance Award
      Name       At Target
($)
      At Maximum
($)
William Heissenbuttel $ 385,602       $ 771,204
Mark Isto $ 256,246 $ 512,492
Daniel Breeze $ 185,933 $ 371,866
Paul Libner $ 132,089 $ 264,178
Randy Shefman $ 117,354 $ 234,708
Bruce Kirchhoff $ 189,976 $ 379,952

(2) Amounts represent the grant date fair value of stock options and SARs granted during the applicable fiscal year, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 8 to our consolidated financial statements contained in our 2020 Annual Report on Form 10-K for the year ended June 30, 2020.

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(3) Amounts for fiscal year 2020 include the following:

      Name       Employer Retirement
Plan Contributions
($)
      Life and Disability
Insurance Premiums
($)
      Long-Term Disability
Insurance Premiums
($)
      Retirement
Benefits*
($)
      Total All Other
Compensation
($)
William Heissenbuttel 36,180 858 825 37,863
Mark Isto 29,675 2,236 2,205 34,116
Daniel Breeze 35,340 35,340
Paul Libner 32,035 858 825 33,718
Randy Shefman 25,166 858 825 26,849
Tony Jensen 3,000 429 413 3,726,191 3,730,033
Bruce Kirchhoff 16,470 429 413 226,338 243,650

      * Retirement benefits for Mr. Jensen include 3,695,630 for the value of accelerated vesting of equity, calculated in accordance with financial statement reporting rules, and $30,561 in other retirement benefits. Retirement benefits for Mr. Kirchhoff include $210,777 for the value of accelerated vesting of equity, calculated in accordance with financial statement reporting rules, and $15,561 in other retirement benefits.
(4) Mr. Isto’s cash compensation is paid in Canadian dollars. The amounts shown are the U.S. dollar equivalent. For fiscal year 2020, we used a conversion rate of 0.76 for salary and 0.75 for non-equity incentive plan compensation and bonus.
(5) Mr. Breeze was hired on January 1, 2019. Mr. Breeze’s cash compensation is paid in Swiss francs. The amounts shown are the U.S. dollar equivalent. For fiscal year 2020, we used a conversion rate of 1.00 for salary, non-equity incentive plan compensation, and bonus.
(6) Mr. Jensen retired on January 1, 2020.
(7) Mr. Kirchhoff retired on January 1, 2020.

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2020

This table provides information regarding stock-based awards granted to or modified for our NEOs during fiscal year 2020.

Name    Award    Grant Date


Estimated Future

Payouts Under
Non-Equity
Incentive Plan
Awards(1)
Estimated Future
Payouts Under
Equity Incentive
Plan Awards(2)
   All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#)
   All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#)
   Exercise or
Base Prices
of Option
Awards
($/sh)
   Grant Date
Fair Value of
Stock and
Option
Awards(5)
($)
   Target
($)
   Maximum
($)
   Target
(#)
   Maximum
(#)
William Annual
Heissenbuttel incentive N/A 518,500   1,037,000
PS 8/13/19 2,630 5,260 265,764
PS 1/2/20 1,220 2,440 119,839
RSA 8/13/19 2,530 315,238
RSA 1/2/20 1,170 141,710
ISO/SAR 8/13/19 7,810 124.60 277,699
SAR 1/2/20 3,910 121.12 135,444
Mark Isto Annual
incentive N/A 363,750   727,500
PS 8/13/19 2,390 4,780 241,511
PS 1/2/20 150 300 14,734
RSU 8/13/19 2,300 286,580
RSU 1/2/20 140 16,957
SAR 8/13/19 7,100 124.60 253,044
SAR 1/2/20 480 121.12 16,627

54               ROYAL GOLD, INC.


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Proposal 2

Name    Award    Grant Date


Estimated Future

Payouts Under
Non-Equity
Incentive Plan
Awards(1)
Estimated Future
Payouts Under
Equity Incentive
Plan Awards(2)
   All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#)
   All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#)
   Exercise or
Base Prices
of Option
Awards
($/sh)
   Grant Date
Fair Value of
Stock and
Option
Awards(5)
($)
   Target
($)
   Maximum
($)
   Target
(#)
   Maximum
(#)
Daniel Annual
Breeze incentive N/A 277,500 555,000
PS 8/13/19 1,840 3,680 185,933
RSU 8/13/19 1,770 220,542
SAR 8/13/19 5,460 124.60 194,594
Paul Annual
Libner incentive N/A 189,892 379,784
PS 8/13/19 860 1,720 86,904
PS 1/2/20 460 920 45,185
RSA 8/13/19 830 103,418
RSA 1/2/20 440 53,293
SAR 8/13/19 2,560 124.60 91,238
SAR 1/2/20 1,490 121.12 51,614
Randy Annual
Shefman incentive N/A 181,612 363,224
PS 8/13/19 860 1,720 86,904
PS 1/2/20 310 620 30,451
RSA 8/13/19 830 103,418
RSA 1/2/20 300 36,336
SAR 8/13/19 2,560 124.60 91,238
SAR 1/2/20 1,010 121.12 34,987
Tony Annual
Jensen incentive N/A 822,000 1,644,000
Retirement
modification(6) 1/1/2020 3,695,630
Bruce Annual
Kirchhoff incentive N/A 319,500 639,000
PS 8/13/19 1,880 3,760 189,976
RSA 8/13/19 1,810 225,526
ISO/SAR 8/13/19 5,590 124.60 193,788
Retirement
modification(6) 1/1/2020 210,777

(1) Represents potential amounts payable under annual short-term incentive awards for fiscal year 2020. Actual amounts earned by NEOs are reported in the Summary Compensation Table.
(2) Represents performance shares that vest and pay out in shares of our common stock upon achievement of corporate performance goals tied to net GEOs or TSR within three or five years, respectively, of August 13, 2019. If performance goals are not met, the performance shares will expire unvested. Performance shares are not issued and outstanding shares upon which the grantee may vote or receive dividends.
(3) Represents performance-based restricted stock or restricted stock units that vest based on continued service after meeting a threshold corporate performance goal tied to revenue. The awards vest ratably over three years commencing on August 13, 2022. Shares of restricted stock are issued and outstanding shares of common stock with voting and dividend rights. Restricted stock units are not issued and outstanding shares upon which the grantee may vote or receive dividends; however, grantees are entitled to a cash payment (or dividend equivalent) in the amount of declared dividends at the time dividends are paid.
(4) Represents incentive stock options and stock appreciation rights that vest ratably over three years commencing on August 13, 2020.
(5) Represents the grant date fair value of awards at target calculated in accordance with financial statement reporting rules.
(6) Represents the incremental fair value of equity awards modified in connection with Messrs. Jensen’s and Kirchhoff’s retirements calculated as of the modification date in accordance with financial statement reporting rules. You can find more information about these benefits above under “Retirement Agreements” on page 50.

2020 PROXY STATEMENT               55


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Proposal 2

OUTSTANDING EQUITY AWARDS AT THE END OF FISCAL YEAR 2020

This table provides information about the total outstanding stock options, SARs, restricted shares, and performance shares for each of our NEOs as of June 30, 2020.

Option Awards Stock Awards
Name    Grant Date    Number of
Securities
Underlying
Unexercised
Options(1)
(#)
Exercisable
   Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   Option
Exercise
Price
($)
   Option
Expiration
Date
   Number
of Shares
or Units
That
Have Not
Vested(2)
(#)
   Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested(3)
($)
   Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
(#)
   Equity
Incentive
Plan Awards:
Market
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(3)
($)
William
Heissenbuttel
   8/20/2015    17,386       56.54    8/20/2025            
8/16/2016 8,920 83.29 8/16/2026
8/23/2017 6,133 3,067 87.42 8/23/2027
8/21/2018 3,574 7,146 77.73 8/21/2028
8/13/2019 7,810 124.60 8/13/2029
1/2/2020 3,910 121.12 1/2/2030
8/20/2015 1,737 215,944
8/16/2016 2,100 261,072
8/23/2017 3,350 416,472
8/21/2018 3,220 400,310
8/13/2019 2,530 314,530
1/2/2020 1,170 145,454
8/20/2015 42 5,221
8/16/2016 1,497 186,107
8/23/2017 3,490 433,877
8/23/2017 3,490 433,877
8/21/2018 3,350 416,472
8/21/2018 3,350 416,472
8/13/2019 2,630 326,962
8/13/2019 2,630 326,962
1/2/2020 1,220 151,670
1/2/2020 1,220 151,670
Mark Isto 1/5/2015 1,518 65.85 1/5/2025
8/20/2015 1,768 56.54 8/20/2025
8/16/2016 1,200 83.29 8/16/2026
8/23/2017 381 2,880 87.42 8/23/2027
8/21/2018 429 6,173 77.73 8/21/2028
8/13/2019 7,100 124.60 8/13/2029
1/2/2020 480 121.12 1/2/2030
8/20/2015 1,667 207,241
8/16/2016 1,840 228,749
8/23/2017 3,150 391,608
8/21/2018 2,780 345,610
8/13/2019 2,300 285,936
1/2/2020 140 17,405

56               ROYAL GOLD, INC.


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Proposal 2

Option Awards Stock Awards
Name    Grant Date    Number of
Securities
Underlying
Unexercised
Options(1)
(#)
Exercisable
   Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   Option
Exercise
Price
($)
   Option
Expiration
Date
   Number
of Shares
or Units
That
Have Not
Vested(2)
(#)
   Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested(3)
($)
   Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
(#)
   Equity
Incentive
Plan Awards:
Market
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(3)
($)
   8/20/2015                      38    4,724
8/16/2016 1,310    162,859
8/23/2017 3,270 406,526
8/23/2017 3,270 406,526
8/21/2018 2,890 359,285
8/21/2018 2,890 359,285
8/13/2019 2,390 297,125
8/13/2019 2,390 297,125
1/2/2020 150 18,648
1/2/2020 150 18,648
Daniel Breeze 1/2/2019 1,167 2,333 84.64 1/2/2029
8/13/2019 5,460 124.60 8/13/2029
1/2/2019 1,200 149,184
8/13/2019 1,770 220,046
1/2/2019 1,200 149,184
1/2/2019 1,200 149,184
8/13/2019 1,840 228,749
8/13/2019 1,840 228,749
Paul Libner 8/23/2017 467 87.42 8/23/2027
8/21/2018 933 77.73 8/21/2028
8/13/2019 2,560 124.60 8/13/2029
1/2/2020 1,490 121.12 1/2/2030
8/20/2015 500 62,160
8/16/2016 800 99,456
8/23/2017 1,400 174,048
8/21/2018 1,400 174,048
8/13/2019 830 103,186
1/2/2020 440 54,701
8/20/2015 12 1,492
8/16/2016 548 68,127
8/23/2017 1,400 174,048
8/23/2017 1,400 174,048
8/21/2018 1,400 174,048
8/21/2018 1,400 174,048
8/13/2019 860 106,915
8/13/2019 860 106,915
1/2/2020 460 57,187
1/2/2020 460 57,187

2020 PROXY STATEMENT               57


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Proposal 2

Option Awards Stock Awards
Name    Grant Date    Number of
Securities
Underlying
Unexercised
Options(1)
(#)
Exercisable
   Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   Option
Exercise
Price
($)
   Option
Expiration
Date
   Number
of Shares
or Units
That
Have Not
Vested(2)
(#)
   Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested(3)
($)
   Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
(#)
   Equity
Incentive
Plan Awards:
Market
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested(3)
($)
Randy
Shefman
8/16/2016 1,200 83.29 8/16/2026
8/23/2017 933 467 87.42 8/23/2027
8/21/2018 467 933 77.73 8/21/2028
8/13/2019 2,560