Royal Gold : 2024 Annual Report Proxy Statement
RGLD
A Message from the Chair of the Board
Dear Fellow Stockholders,
2024 was another very successful year for Royal Gold. We reported exceptional financial results with records for revenue, operating cash flow, and earnings. Our gold-focused portfolio performed very well with the tailwind of a strong and rising gold price, and during the year we added two high-quality royalty interests in safe jurisdictions, completely repaid our outstanding debt, and increased our dividend for the 24th consecutive year, all of which we funded from robust cash flow. These achievements are consistent with our objective of providing stockholders with well-managed exposure to precious metals.
A long-standing commitment to corporate governance best practices has been a cornerstone of our success, and we strive to ensure that your Board of Directors is comprised of individuals who understand our business and have the experience and expertise to help guide strategic decision-making. We are fortunate that Kevin McArthur has served your Board since March 2014 as a director, and since May 2014 as a member of the Compensation, Nominating, and Governance Committee. He has provided invaluable contributions in both roles over the past eleven years. Kevin has decided to resign from your Board at the conclusion of the 2025 annual meeting of stockholders to assume a new role that he expects will require significant demands of his attention, and on behalf of your Board, I would like to thank him for his many contributions to Royal Gold.
"Royal Gold's financial performance in 2024 was exceptional against the backdrop of a strong and rising gold price throughout the year."
After thorough consideration, your Board is nominating Mark Isto for election as the newest member of the Board of Directors. Mark is well known to your Board after having worked with Royal Gold for eight years before retiring in September 2023 from his final position as Executive Vice President and Chief Operating Officer. Over the course of his 40-year career in mine engineering, management, and project development, Mark has demonstrated the technical and leadership skills required to effectively contribute to the Board of Directors of Royal Gold, and I believe that Mark will bring a fresh perspective to Board discussions.
We look forward to reviewing the achievements of 2024 with you, and you are cordially invited to join us virtually for our 2025 annual meeting of stockholders on May 22, 2025, at 9 a.m. Mountain Time. Holders of record of our common stock on March 27, 2025 are entitled to notice of and to vote at the virtual annual meeting. The accompanying notice of annual meeting and proxy statement describe the business to be conducted at the meeting.
On behalf of your Board of Directors, I thank you for your continued support.
Sincerely,
William Hayes Chair of the Board
Please Vote
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.
Notice of 2025 Annual Meeting of Stockholders
Items of Business
Election of the three Class II director nominees identified in the accompanying proxy statement.
FOR each director nominee
Approval, on an advisory basis, of the compensation of our named executive officers.
FOR
Approval of the Royal Gold, Inc. 2025 Incentive Plan.
FOR
Ratification of the appointment of Ernst & Young LLP as our independent registered public accountant for the fiscal year ending December 31, 2025.
FOR
Stockholders will transact any other business as may properly be brought before the meeting and any postponement or adjournment of the meeting.
Meeting Materials
We are providing our "Notice of Internet Availability of Proxy Materials" to stockholders beginning on or about April 4, 2025. 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 atwww.royalgold.comunder "Investor Resources - Proxy Materials."
By Order of the Board of Directors
David Crandall, Corporate Secretary Denver, Colorado
April 4, 2025
When
Thursday, May 22, 2025 9:00 a.m. Mountain Time
Where
You can attend and participate in the meeting by visitingwww.virtualshareholdermeeting.com/RGLD2025, where authenticated stockholders will be able to listen to the meeting live, submit questions, and vote. The 2025 annual meeting of stockholders of Royal Gold will be held entirely online via live audio webcast. The webcast is designed to provide stockholders the opportunity to participate virtually to facilitate stockholder attendance and to provide a consistent experience to all stockholders, regardless of location.
Who
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 March 27, 2025 (the "Record Date").
How to Vote
Telephone 1-800-690-6903
Internet
www.proxyvote.com
Mark, sign, date, and return the
enclosed proxy card or voting
instruction form.
At the Virtual Annual Meeting
Vote through the online platform.
Table of Contents
Notice of 2025 Annual Meeting1of Stockholders
Company Highlights3
About Royal Gold, Inc.3
2024 Company Performance4
Proxy Statement Summary5
Voting Roadmap5
Election of Directors6
2024 Executive Compensation Overview 8
Election of Directors 11
Board Characteristics 11
Our Board Nominees 12
Conditional Resignation Policies 22
Director Nomination Process 23
Corporate Governance 24
Governance Highlights 24
Board Structure 25
The Board's Role and Responsibilities 27
Director Engagement 29
Stockholder Engagement and Director 31 Communications
Other Governance Policies and Practices 32
Director Compensation 34
Overview 34
2024 Director Compensation Table 36
Executive Compensation 38
Compensation Discussion & Analysis 39
Compensation, Nominating, and Governance 57 Committee Report
Executive Compensation Tables 58
Summary Compensation Table 58
Grants of Plan-Based Awards in 2024 59
Outstanding Equity Awards at the End of 2024 60
Options Exercised and Stock Vested in 2024 62
Potential Payments Upon Termination or 62 Change of Control
CEO Pay Ratio 64
2024 Pay Versus Performance 64
Approval of the 2025 Incentive Plan 68
Equity Compensation Plan Information 76
Ratification of Appointment of Ernst & Young 78 LLP as Independent Auditor
Independent Registered Public Accounting 79 Firm Fees and Services
Preapproval Policies and Procedures 79
Audit Committee Report 80
Stock Ownership Information 81
Directors and Executive Officers 81
Other Beneficial Owners 82
Delinquent Section 16(a) Reports 82
Other Information 83
Appendix A - Royal Gold, Inc. 2025 Incentive Plan Advisory Vote to Approve the Compensation of 38 our Named Executive Officers
Company Highlights
About Royal Gold, Inc.
Royal Gold's business is to acquire and manage precious metals streams, royalties, and other similar interests. We focus on building and managing a diversified and cash-flowing portfolio of interests in producing mines by aligning with experienced operators while creating a pipeline of earlier-stage assets that have the potential to be cash-flowing in the future.
Streams and Royalties
A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement.
A royalty is the right to receive a percentage or other denomination of mineral production from a mining operation, after deducting specified costs (if any).
Business Model
Our business model gives investors exposure to a globally diversified portfolio of mining assets, including producing mines and development and exploration projects, without incurring the costs associated with mine operations.
Gold Focused
76% of our revenue for the year ended December 31, 2024 was generated from gold.
Growth
We prioritize investment in long-lived assets in mining-friendly and safe jurisdictions that we expect will provide our stockholders exposure to higher gold prices as well as growth in production and reserves.
Capital Deployment
We seek to maintain a strong balance sheet and sufficient access to liquidity to allow us to invest opportunistically.
Financial Strength
Our high-margin business model supports our preference to finance our growth internally using cash flow from operations and available credit.
Return to Stockholders
We believe in paying a growing and sustainable dividend.
Company Highlights
2024 Company Performance
Our business is designed to deliver leverage to gold, and our 2024 results demonstrate the direct relationship between a strong and rising gold price and Royal Gold's financial performance.
$719.4M
Strong financial performance with record revenue of $719.4 million, operating cash flow of $529.5 million, and earnings of $332.0 million.
$1B
$1 billion returned to stockholders since our first dividend payment in 2000, and our dividend per share increased for the 24th consecutive year. This history of dividend payment and growth is unique in the precious metals sector and Royal Gold is the only precious metals company in the S&P High Yield Dividend Aristocrats Index.
301,500 GEOs*
Robust production volume of 301,500 GEOs* for 2024, including the first contributions from the new Mara Rosa, Côté Gold, and Manh Choh mines.
$1.2B
Maintained available liquidity of $1.2 billion as of December 31, 2024, representing approximately $190 million in working capital and $1 billion undrawn and available under our revolving credit facility.
$106M of Acquisitions
We acquired royalty interests for total cash consideration of $106 million on the Back River Gold District in Nunavut, Canada, and the Cactus Project in Arizona, U.S.A.
* Gold equivalent ounces or "GEOs" are calculated as Royal Gold's total revenue for 2024 of $719.4 million divided by the average London Bullion
Market Association ("LBMA") PM gold fixing price for 2024 of US$2,386 per ounce.
Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire proxy statement before voting.
For more complete information regarding our financial and operational performance, we encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2024. Unless the context otherwise requires, references to "Royal Gold," the "Company," "we," "us," and "our" refer to Royal Gold, Inc. and its consolidated subsidiaries.
Voting Roadmap
Election of Three Class II Director Nominees to Serve until the 2028 Annual Meeting
The Board recommends you vote FOR each director nominee. These individuals bring a range of relevant experience and overall diversity of perspectives that is essential to good governance and leadership of Royal Gold.
(see page 11)
Advisory Vote on Executive Compensation
The Board recommends you vote FOR this "say-on-pay" advisory proposal because the Board believes that our compensation policies and practices are effective in achieving our compensation goals of paying a competitive salary, providing attractive annual and long-term incentives to reward growth, and linking management interests with stockholder interests.
(see page 38)
Approval of the Royal Gold, Inc. 2025 Incentive Plan
The Board recommends you vote FOR the approval of the 2025 Incentive Plan. We believe that voting in favor of the 2025 Incentive Plan is important, as a well-designed equity program serves to strengthen the alignment of employees' long-term economic interests with those of stockholders while not causing unreasonable dilution to stockholders.
(see page 68)
Ratification of Appointment of Ernst & Young LLP as Independent Auditor for 2025
The Board recommends you vote FOR this proposal. Our Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for 2025 and is asking stockholders to ratify this selection.
(see page 78)
Proxy Statement Summary
Election of Directors
Class II 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 at our annual meeting in 2028.
William Hayes Mark Isto
Ronald Vance
• Independent director since 2008
• Chair of the Board since
May 2014
• CNG Committee member since August 2023
• Former Audit Committee member from November 2008-August 2023
• Retired mining executive
• Age 80
• Nominee for election
• Former EVP and Chief Operating Officer at Royal Gold
• Experienced mine operator
• Strong technical expertise and knowledge of the Company's assets and operations
• Age 65
Other Directors at a Glance
• Independent director since April 2013
• Corporate and business development expert
• Audit Committee member since August 2023
• Audit Committee Financial Expert
• Former CNG Committee member from January 2014-August 2023
• Retired mining executive
• Age 72
Board Committees Director Since
Audit CNG
Director Name & Current Position Class I Directors (Term Expires 2027)
Age
Independent Committee Committee
William Heissenbuttel President and CEO
59
2020
Jamie Sokalsky
Retired Mining Executive Chair of Audit Committee
67
2015
Class III Directors (Term Expires 2026)
Fabiana Chubbs
Retired Mining Executive
Financial and Internal Controls Expert
59
2020
Kevin McArthur (resigning effective May 22, 2025) Retired Mining Executive
Experienced Mine Operator
70
2014
Sybil Veenman
Retired Mining Executive
Corporate Governance and Legal Expert Chair of the CNG Committee
61
2017
Proxy Statement Summary
Corporate Governance Highlights
Our corporate governance practices are designed to protect and promote long-term value
• Separate CEO and Chair
• Lead independent director appointed if Board Chair is not independent
• Independent Board Chair and Audit and Finance Committee ("Audit Committee") and Compensation, Nominating and Governance Committee
("CNG Committee") members
• All Audit Committee members are deemed financial experts
• Majority voting in uncontested director elections
• Independent directors average one outside public company board
• Thorough director onboarding program
• Continuing director education is encouraged and funded
• Quarterly regulatory and governance updates provided
• Annual Board and committee self-assessments
• Robust director and management succession planning processes
• Regular executive sessions of the Board and committees
• Annual compliance reviews of corporate governance policies and charters
• Quarterly Board review of enterprise risk management program
• Quarterly Audit Committee review and annual Board review of cybersecurity program
• Regular stockholder engagement
• Stock ownership guidelines for directors and executives
• Annual advisory say-on-pay vote
• CNG Committee retention of independent compensation consultant to assist with executive and director compensation
• Focus on pay for performance in executive compensation program
• Robust insider trading policy
• No tax gross-ups or excessive perquisites
• No stock option repricing without stockholder approval
• Policies against hedging and pledging stock
• Strong Code of Business Conduct and Ethics and Whistleblower Policy
• Promotion of equal opportunity work environment supported by our People Policy
• Clawback policy to recoup incentive-based compensation from executive officers for accounting restatements and improper conduct
Disclaimer
Royal Gold Inc. published this content on April 04, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 04, 2025 at 15:00 UTC.