Independent
Tenure on this board
5.5 yrs
Also a director at
Lithium Americas Corp (LAC)
2 nominees · 3 ballot items.
Three proposals: (1) Election of two Class III director nominees (Fabiana Chubbs and Sybil Veenman); (2) Advisory (non-binding) vote to approve named executive officer compensation (“say-on-pay”); and (3) Ratification of Ernst & Young LLP as independent auditor for 2026.
Election of Fabiana Chubbs and Sybil Veenman as Class III directors to serve three-year terms expiring in 2029.
Non-binding, advisory “say-on-pay” vote to approve executive compensation as disclosed in the proxy (Compensation Discussion & Analysis, tables, and narrative).
This management proposal requests an advisory (non-binding) approval of the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management and the CNG Committee are seeking endorsement of their 2025 pay decisions after a year of exceptional operational performance and a transformative acquisition strategy (including the Sandstorm Gold and Horizon Copper transactions), which materially increased scale, net GEOs, and shareholder returns. The Board frames the program as market‑aligned and primarily at‑risk, with pay elements including base salary, a formulaic short‑term incentive scorecard (weighted to production, reserves growth, expense control, stewardship and individual goals), and long‑term equity split between time‑based restricted shares and TSR‑based performance shares tied to a peer group. The CNG Committee exercised discretion in 2025 to award special retention/transaction-related bonuses (cash and restricted shares) to recognize extraordinary efforts around the acquisitions, while maintaining two‑thirds of the special bonus in restricted shares to promote retention. The Board emphasizes pay‑for‑performance features—peer‑relative TSR for performance shares and objective operational metrics for annual bonuses—and also highlights governance safeguards including benchmarking, clawback policy, stock ownership guidelines, and committee oversight. Management notes the advisory vote is non‑binding but will be considered in future compensation decisions; historically the Company has received strong support on say‑on‑pay. Investors should weigh the alignment of incentives with long‑term value creation against potential concerns about rewarding outcomes influenced by metal price cycles; the Company argues it mitigates this risk through metric selection and relative performance measures. Overall, the Board recommends FOR the proposal on the basis that the program supports retention, aligns executives with stockholders, and appropriately rewards execution and strategic value creation.
Ratification of the Audit Committee’s selection of Ernst & Young LLP as Royal Gold’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 12.39% | 10,516,187 | $2.7B |
| 2 | BlackRock, Inc. | 5.39% | 4,570,992 | $1.2B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.84% | 4,110,289 | $1.0B |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.43% | 3,763,318 | $958M |
| 5 | STATE STREET CORP | 4.24% | 3,600,198 | $916M |
| 6 | VAN ECK ASSOCIATES CORP | 3.78% | 3,203,866 | $815M |
| 7 | BlackRock, Inc. | 2.84% | 2,408,921 | $613M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.67% | 1,416,344 | $361M |
| 9 | Invesco Ltd. | 1.56% | 1,326,281 | $338M |
| 10 | BlackRock, Inc. | 1.33% | 1,125,000 | $286M |
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