DEF 14A of Royal Gold Inc, Apr 4, 2025

DEF 14A of Royal Gold Inc

Filed Apr 4, 2025 · FY20240000085535-25-000065

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Class II Director Nominees at a Glance

    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.

  3. Class II Director Nominees at a Glance

    | | 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 | | •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 | |

  4. 2024 Executive Compensation Overview

    | Name and Principal Position | Salary | Non-Equity Incentive Plan Compensation | Stock Awards | All Other Compensation | Total Compensation | | William Heissenbuttel President and CEO | $896,000 | $935,000 | $2,303,093 | $50,415 | $4,184,508 | | Paul Libner SVP and CFO | $480,000 | $374,000 | $881,002 | $42,171 | $1,777,173 | | Daniel Breeze SVP Corp Dev, RGLD Gold AG | $514,649 | $403,312 | $863,513 | $63,164 | $1,844,638 | | Martin Raffield SVP Operations | $445,000 | $346,000 | $762,925 | $42,535 | $1,596,460 | | Randy Shefman SVP and GC | $464,000 | $367,000 | $794,733 | $43,651 | $1,669,384 |

  5. Our Board Nominees

    Our Board Nominees

  6. Board Biographies

    Board Biographies Below is biographical information about our director nominees and continuing directors.

  7. Director Nominees

    Director Nominees

  8. Director Nominees

    | | | | | | | William Hayes | 80 Independent Class II Director — term expires 2025 Director since January 2008 | | | | •Chair of the Board since May 2014 •Strategic Planning Expert | | •CNG Committee Member (since August 2023) | •Audit Committee Member (November 2008-August 2023) |

  9. Director Nominees

    | | Mining Industry Experience | Prior Experience: Mr. Hayes has over 35 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 chief financial officer, for various mining operations in Latin America. Other Directorships: •Tethyan Copper Company as Chairman of the Board (2007 – 2022) •Antofagasta plc (LON: ANTO) (2006 – 2019) Key Skills and Qualifications: Mr. Hayes has provided over a decade of leadership to our Board. His skills at building a relationship of mutual trust and candor with management ensure that our Board timely receives information and the Board’s feedback is reflected in Royal Gold’s day-to-day business. His experience in project and operations management for a large global mining company, enhanced by his oversight of project development and safety in his role as a board member of other global mining companies, also enables him to bring valuable expertise to our Board regarding human capital management, stakeholder engagement, and assessment of our strategic objectives from a financial, operational, and sustainability perspective. | | | Business Development/Capital Markets/Banking/Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Accounting | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Risk Management | |

  10. Director Nominees

    | Royal Gold | 2025 Proxy Statement | 15 |

  11. Director Nominees

    | | | | | | | Mark Isto | 65 Nominee for Election as a Class II Director | | | | •Former EVP and COO of Royal Gold | | •Experienced mine operator | •Strong technical experience |

  12. Director Nominees

    | | Mining Industry Experience | Prior Experience: Mr. Isto has over 40 years of experience in mining engineering, mine management, and project development in the U.S. and globally. Mr. Isto served as our Executive Vice President and Chief Operating Officer from January 2020 until his retirement in September 2023. 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 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. Other Directorships: •Tri-Star Gold Inc. (TSX-V: TSG) (February 2021 — present) Key Skills and Qualifications: Mr. Isto has developed an exceptional depth of technical knowledge and operational expertise over a long career in the mining industry, including extensive international experience on-site in Brazil, Canada, Chile, Mexico, and Papua New Guinea. Mr. Isto’s technical and operational skills, combined with his knowledge of the Company’s assets and operations, will allow Mr. Isto to bring an important perspective to the Board. Consulting Arrangement: On September 13, 2023, Mr. Isto entered into a retirement letter agreement and consulting agreement with the Company. Pursuant to the terms of the agreements, Mr. Isto has provided consulting services to the Company following his retirement at an hourly rate of the Canadian dollar equivalent of US$125/hour for up to a maximum of 64 hours per month and Canadian dollar equivalent of US$100/hour for each hour in excess of 64 hours per month, in addition to reimbursement of reasonable expenses incurred in connection with his services. Mr. Isto has also remained eligible to vest in his rights in unvested restricted stock units and unvested performance shares during the term of the consulting arrangement. During 2024, Mr. Isto was paid C$120,455 under the consulting arrangements, and Mr. Isto became entitled to 8,761 shares upon the vesting or settlement of awards. We intend to terminate the consulting arrangement with Mr. Isto in connection with his election to the Board. | | | Technical Mining Experience | | | | Business Development/Capital Markets/Banking/Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | International Business | | | | Risk Management | | | | Sustainability / Corporate Responsibility | |

  13. Director Nominees

    | 16 | Royal Gold | 2025 Proxy Statement |

  14. Director Nominees

    | | | | | | | Ronald Vance | 72 Independent Class II Director — term expires 2025 Director since April 2013 | | | | •Corporate and Business Development Expert | | •Audit Committee Member (since August 2023) •Audit Committee Financial Expert | •CNG Committee Member (from January 2014 - August 2023) and Chair (November 2017 - March 2023) |

  15. Director Nominees

    | | Mining Industry Experience | Prior Experience: Mr. Vance has over 40 years of experience in mining and corporate development. Mr. Vance retired from Teck Resources Ltd., 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. Other Directorships: •Ivanhoe Electric Inc. (NYSE American: IE) (June 2023 – present) •Southern Peaks Mining L.P. as Chairman of the Board (2018) Key Skills and Qualifications: Mr. Vance’s business development experience with two large international mining companies and his extensive experience in all aspects of corporate and business development and strategic planning enable him to bring valuable expertise to our Board with respect to the mining industry, financial markets, risk assessment, and regulatory matters. | | | Business Development/Capital Markets/Banking/Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Accounting | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Legal and Regulatory | | | | Risk Management | |

  16. Director Nominees

    | Royal Gold | 2025 Proxy Statement | 17 |

  17. Continuing Directors

    Continuing Directors

  18. Continuing Directors

    | | | | | | | Fabiana Chubbs | 59 Independent Class III Director — term expires 2026 Director since November 2020 | | | | •Financial and Internal Controls Expert | | •Audit Committee Member (since November 2020) | •Audit Committee Financial Expert |

  19. Continuing Directors

    | | Mining Industry Experience | Prior Experience: Ms. Chubbs has over 25 years of progressive experience in the mining industry. Ms. Chubbs served as Chief Financial Officer of Eldorado Gold Corporation from 2011 until her retirement in April 2018. She joined Eldorado Gold in 2007 and led treasury and risk management functions until accepting the Chief Financial Officer position. Prior to Eldorado Gold, 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, including a Certified Public Accountant bachelor’s degree and a Bachelor of Business Administration degree. She is a Chartered Public Accountant in Canada. Other Directorships: •Lithium Americas Corp. (TSX and NYSE: LAC) (June 2019 – present) Key Skills and Qualifications: Ms. Chubbs’ extensive international and financial experience as the CFO of a large public mining company with substantial international operations, together with her experience as an independent auditor of public mining companies during her tenure at PwC Canada and her expertise in Sarbanes-Oxley Act controls, risk management, and technology, enable her to bring valuable expertise to our Board with respect to global business issues and oversight of our financial position and condition and the accurate reporting thereof. | | | Business Development/Capital Markets/Banking/Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Accounting | | | | Corporate Governance | | | | International Business | | | | Risk Management | |

  20. Continuing Directors

    | 18 | Royal Gold | 2025 Proxy Statement |

  21. Continuing Directors

    | | | | | William Heissenbuttel | 59 Not Independent Class I Director — term expires 2027 Director since January 2020 | | •President and Chief Executive Officer | |

  22. Continuing Directors

    | | Mining Industry Experience | Prior Experience: Mr. Heissenbuttel has more than 36 years of corporate finance experience, including 30 years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel has served as our President and Chief Executive Officer and a Class I director since January 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy from 2018 to January 2020, Vice President Corporate Development from 2007 to 2018, Vice President Operations in 2015 and 2016, and Manager Corporate Development in 2006 and 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 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. Key Skills and Qualifications: Mr. Heissenbuttel was selected to serve on our Board because of his perspective and experience as our President and CEO; skills at stakeholder engagement; extensive business development, accounting and finance experience; broad understanding of global mining businesses; and risk management skills. These skills enable him to bring valuable expertise to our Board with respect to evaluating significant investments in royalty and stream interests in mining properties around the world, balancing competing interests, and addressing governance, disclosure and risk management challenges. | | | Business Development/Capital Markets/Banking/Finance/M&A | | | | CEO, CFO or Other Management Experience | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Legal and Regulatory | | | | Risk Management | |

  23. Continuing Directors

    | Royal Gold | 2025 Proxy Statement | 19 |

  24. Continuing Directors

    | | | | | | | Jamie Sokalsky | 67 Independent Class I Director — term expires 2027 Director since August 2015 | | | | •Finance and Strategic Planning Expert | | •Audit Committee Member (since August 2015) and Chair (since January 2022) | •Audit Committee Financial Expert |

  25. Continuing Directors

    | | Mining Industry Experience | Prior Experience: Mr. Sokalsky has over 30 years of progressive experience in the mining industry. Mr. Sokalsky’s experience in the mining industry began in 1993 as Treasurer and Vice President of Barrick Gold Corporation, where he also served as Chief Financial Officer from 1999 to 2012 and CEO, President, and a director from 2012 to 2014. Other Directorships: •Probe Gold, Inc. (TSX: PRB) as Chairman of the Board (2015 – present) •Agnico Eagle Mines Ltd. (NYSE: AEM) as Lead Director (2015 – present) Key Skills and Qualifications: Mr. Sokalsky’s extensive experience in the mining industry, experience in leading a large global mining company, his expertise in many of the issues facing complex, global companies, together with his finance and strategic expertise enable him to bring valuable expertise to our Board with respect to planning for the long term, offering value to mining operators, stakeholder engagement, and anticipating risks and competitive threats. | | | Business Development/Capital Markets/Banking/Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Accounting | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Risk Management | |

  26. Continuing Directors

    | 20 | Royal Gold | 2025 Proxy Statement |

  27. Continuing Directors

    | | | | | | | Sybil Veenman | 61 Independent Class III Director — term expires 2026 Director since August 2017 | | | | •Corporate Governance and Legal Expert | | •CNG Committee Chair (since April 2023) | •CNG Committee Member (since January 2018) |

  28. Continuing Directors

    | | Mining Industry Experience | Prior Experience: Ms. Veenman has 30 years of progressive experience in the mining industry. Ms. Veenman retired from Barrick Gold Corporation in 2014, where she served in various officer positions from 1994 to 2014, including Senior Vice President and General Counsel and a member of the executive leadership team from 2010 to 2014. Other Directorships: •Major Drilling Group International Inc. (TSX: MDI) (December 2019 – present) •NexGen Energy Ltd. (TSX and NYSE: NXE) (August 2018 – present) •IAMGOLD Corporation (NYSE: IAG) (December 2015 – May 2021) •Noront Resources Ltd. (TSX-V: NOT) (August 2015 – February 2020) Key Skills and Qualifications: Ms. Veenman’s extensive mining industry, legal and corporate governance experience as chief legal officer and member of the leadership team at a global gold mining company, and her substantial involvement on public company boards, enable her to bring valuable expertise to our Board with respect to the mining industry and to Royal Gold’s corporate governance, compensation plans, investment stewardship strategy and management of legal and other risks. | | | Business Development/Capital Markets/Banking/Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Legal and Regulatory | | | | Risk Management | | | | Sustainability / Corporate Responsibility | |

  29. Continuing Directors

    | Royal Gold | 2025 Proxy Statement | 21 |

  30. Elements of Director Compensation

    Elements of Director Compensation Taking into account the benchmarking information described above and the recommendations of the Compensation Consultant, the CNG Committee recommended, and our independent directors approved, our 2024 director compensation program, as described below.

  31. Elements of Director Compensation

    | Compensation Element for Non-employee Directors | 2024 | | Annual Board Retainer (1) | $70,000 | | Board and Committee Meeting Fees (1) | $1,500 / Meeting Attended | | Site Visit Fees(1) | $1,500 / Mine Site Visit | | Annual Retainer for Board Chair (1) | $115,000 | | Annual Retainer for Committee Chairs (1) | $25,000 | | Annual Equity Award (2) | $150,000 Equity Value Target |

  32. Elements of Director Compensation

    (1)Retainers and fees are paid quarterly in cash. (2)Non-employee directors received 1,420 shares of restricted stock (U.S. residents) or restricted stock units (Canadian residents) on March 1, 2024. Half of the shares vested immediately and the remaining half vested on March 1, 2025.

  33. Elements of Director Compensation

    | 34 | Royal Gold | 2025 Proxy Statement |

  34. Director Compensation Policies and Practices

    Director Compensation Policies and Practices

  35. 2024 Director Compensation Table

    2024 Director Compensation Table The following table provides information regarding compensation paid to or earned by our non-employee directors for their services during the year ended December 31, 2024.

  36. 2024 Director Compensation Table

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | William Hayes | 207,500 | 150,023 | 357,523 | | Fabiana Chubbs | 92,500 | 150,023 | 242,523 | | Kevin McArthur | 92,500 | 150,023 | 242,523 | | Jamie Sokalsky | 117,500 | 150,023 | 267,523 | | Ronald Vance | 92,500 | 150,023 | 242,523 | | Sybil Veenman | 117,500 | 150,023 | 267,523 |

  37. 2024 Director Compensation Table

    (1)Amount represents the grant date fair value of restricted stock or restricted stock units granted on March 1, 2024, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. (2)Restricted stock and restricted stock unit grants to non-employee directors vest 50% on the date of grant and 50% on the first anniversary of the date of grant. As of December 31, 2024, Messrs. Hayes and Vance each held 710 shares of unvested restricted stock. All other non-employee directors elected to defer their 2024 equity compensation pursuant to our Deferred Compensation Plan, which is described above. Shares of restricted stock and restricted stock units that are deferred have the same vesting restrictions.

  38. 2024 Director Compensation Table

    | 36 | Royal Gold | 2025 Proxy Statement |

  39. 2024 Director Compensation Table

    | | | Advisory Vote to Approve the Compensation of our Named Executive Officers 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 2024 executive compensation policies and practices 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. However, as they have done in prior years, the Board and CNG Committee will consider the outcome of the say-on-pay vote when considering future compensation arrangements. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires, at least once every six years, that we solicit the preference of our stockholders regarding the frequency for conducting the say-on-pay vote — every year, every two years, or every three years. At our 2023 annual meeting of stockholders, our stockholders approved, on an advisory basis, holding the say-on-pay votes annually, and our Board adopted a practice of providing for an annual say-on-pay vote. | | Recommendation Our Board unanimously recommends a “FOR” vote regarding our named executive officer compensation because our 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. 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. |

  40. 2024 Director Compensation Table

    | 38 | Royal Gold | 2025 Proxy Statement |

  41. CD&A Table of Contents

    | 2024 NEO Compensation | 47 | | Base Salary | 47 | | Short-Term Incentive Awards | 48 | | Long-Term Incentive Awards | 51 | | Benefits and Other Compensation Arrangements | 54 | | Compensation Policies and Governance Practices | 55 | | Executive Officer Stock Ownership Guidelines | 55 | | Clawback Policy | 56 | | Risk Assessment of Compensation Policies and Practices | 56 |

  42. Compensation Principles

    | 1 | Drive growth and profitability | | 2 | Increase long-term value for our stockholders | | 3 | Manage Royal Gold in a responsible and sustainable manner and in the best interests of stockholders, employees, and other stakeholders | | 4 | Maintain our reputation for management excellence and financial performance |

  43. Summary of 2024 Compensation Decisions

    Summary of 2024 Compensation Decisions The CNG Committee reviews executive compensation annually and retains an independent compensation consultant to benchmark executive compensation against our peer group every other year. The CNG Committee took a number of steps this past year to align the compensation of our executives with our strategy and changing market dynamics and to retain and motivate executives to achieve long-term value for our stockholders, including the following: •Total Compensation: Aligned NEO total compensation within a reasonable range of median executive compensation benchmark data per the Compensation Consultant’s market review, taking into account the tenure and experience of each individual NEO. •Base Salary: Reviewed salaries relative to executive compensation benchmark data per the Compensation Consultant’s market review, applied cost of living adjustments according to region, and, in the case of Dr. Raffield, applied an additional salary adjustment as part of his transition to median over his initial three years in his role. •Short-Term Incentive Cash Bonus: Maintained corporate bonus targets largely unchanged with a few modifications to the design, including the combination of various qualitative goals into the new Stewardship and Risk Management performance measure and an increase in weighting for quantitative goals from 47.5% of the total target in 2023 to 60% in 2024. •Long-Term Equity Awards: Increased the target amount of long-term equity awards for all NEOs other than Mr. Heissenbuttel to better align with the median among peer companies per the Compensation Consultant’s market review.

  44. Elements of Total Direct Compensation

    | Element | Type | Objective of Compensation Element | | Base Salary | Fixed | •Provides fixed compensation based on an individual’s skills, experience and proficiency, market competitive data, and the relative value of the individual’s role within the Company •Attracts and retains executive talent and helps the Company remain competitive in our industry | | Short-term Incentive Awards | Variable | •Rewards annual Company performance •Aligns participants’ compensation with short-term financial and operational objectives specific to each calendar year •Motivates participants to meet or exceed internal and external performance expectations •Recognizes individual contributions to the Company’s results | | Long-term Incentive Awards •Restricted Shares •Performance Shares | Variable | •Rewards long-term performance, directly aligned with stockholder interests •Provides a strong performance-based equity component •Recognizes and rewards share performance and return of capital relative to industry peers through performance shares based on relative TSR performance •Aligns compensation with sustained long-term value creation •Allows executives to acquire a meaningful and sustained ownership stake •Fosters executive retention by vesting awards over multiple years |

  45. Compensation Best Practices

    | | | | | | Guarantee salary increases, annual short-term incentive payments, or long-term incentive opportunities Provide excessive perquisites Permit repricing of stock options without stockholder approval | Provide excise tax gross-ups, including for change-of-control payments Permit executive officers to hedge or pledge our stock Maintain a defined benefit pension plan or any special executive retirement plans |

  46. Executive Compensation Decision Making Process

    | Overall Process The CNG Committee leads the annual executive compensation process, with involvement from its independent Compensation Consultant and management. |

  47. Roles and Responsibilities

    | CNG Committee | •Consists of three independent directors in accordance with securities laws and Nasdaq 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 outside the presence of CEO and other management •Considers, without being bound by, input from independent Compensation Consultant and CEO on executive compensation •Determines executive compensation, other than for CEO, with input from 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 CNG Committee; independence determined annually by CNG Committee •Performs work at direction and under supervision of CNG Committee •Provides expertise on compensation design, market practices, peer group construction, and benchmarking •Benchmarks executive officer and director compensation in alternating years •Provides in-depth review of and recommendations for compensation framework and design |

  48. Peer Group Used for Compensation Benchmarking

    Peer Group Used for Compensation Benchmarking The CNG Committee reviews and selects executive compensation peers based primarily on similar industry profile and size as measured by market capitalization, while providing a sufficiently robust sample size and positioning Royal Gold near the median of the peer group. The peer group used for executive compensation benchmarking in 2024 included our closest direct metal streaming and royalty competitors, as well as comparably sized gold and silver mining companies.

  49. Peer Group Used for Compensation Benchmarking

    | Company | Primary Industry | Market Capitalization as of December 31, 2024 ($ in millions) | | Agnico Eagle Mines Limited | Gold | $39,147 | | Alamos Gold Inc. | Gold | $7,746 | | B2Gold Corporation | Gold | $3,212 | | Eldorado Gold Corporation | Gold | $3,033 | | Franco-Nevada Corporation | Gold | $22,599 | | Hecla Mining Company | Gold | $3,085 | | Kinross Gold Corporation | Gold | $11,403 | | Osisko Gold Royalties | Gold | $3,376 | | Pan American Silver Corporation | Silver | $7,366 | | SSR Mining Inc. | Gold | $1,412 | | Wheaton Precious Metals Corporation | Gold | $25,511 | | 75th Percentile | | $17,001 | | Median | | $7,366 | | 25th Percentile | | $3,149 | | Royal Gold, Inc. | Gold | $8,670 | | Percentile Ranking | | 60% |

  50. Peer Group Used for Compensation Benchmarking

    Data source for market capitalization amounts is S&P CapitalIQ. The CNG Committee reviews and considers peer data on several compensation elements, including base salary, short-term incentives, long-term incentives, and total direct compensation. There were no changes to the peer group used for executive compensation benchmarking from 2023 to 2024.

  51. Peer Group Used for TSR Performance Benchmarking

    Peer Group Used for TSR Performance Benchmarking For long-term incentive compensation purposes, the CNG Committee selected a broader comparison group to measure relative TSR performance, reflecting the broader competitive landscape for investors, consisting primarily of companies included in the VanEck Gold Miners ETF (GDX) that are gold-focused and located in North America. The CNG Committee accordingly granted 2024 performance shares that measure our TSR performance against each of the companies in the table above excluding Pan American Silver Corporation and Hecla Mining Company and including the following companies: Newmont Corporation, Barrick Gold Corporation, Equinox Gold Corp., Coeur Mining, Inc., Sandstorm Gold Royalties, OceanaGold Corporation, Lundin Gold Inc., Triple Flag Precious Metals Corp., and IAMGOLD Corporation.

  52. Peer Group Used for TSR Performance Benchmarking

    | 46 | Royal Gold | 2025 Proxy Statement |

  53. Base Salary

    Base Salary Base salary is the fixed cash amount paid to an executive to perform his or her job duties. The CNG Committee reviews base salaries annually and retains an independent compensation consultant to benchmark salaries and other elements of compensation against our peer group every other year. When setting 2024 executive compensation in February 2024, the CNG Committee relied on market information presented in January 2023 by the Compensation Consultant. The CNG Committee also takes into account the recommendations of Mr. Heissenbuttel, our CEO, with respect to salary adjustments for executives who report to him. In general, base salaries are targeted at or near the median of our peer group, while also taking into account level of experience and performance. For Dr. Raffield, who was appointed to his current role in September 2023, the CNG Committee has taken an incremental approach to market adjustments to his salary so that Dr. Raffield’s total direct compensation will approach the median over the three-year period after his appointment. Mr. Breeze is paid in Swiss francs. You can find information about our methodology for converting his base salary into U.S. dollars in the Summary Compensation Table beginning on page 58.

  54. Short-Term Incentive Awards

    Short-Term Incentive Awards The CNG Committee uses a formulaic scorecard that sets predetermined financial, operational, strategic, stewardship and risk management, and individual performance measures for determining awards of short-term incentives. These performance measures may be objective or subjective, depending on the nature of the measure. For example, measures tied to financial metrics are objective, while measures tied to stewardship and risk management and individual performance allow for judgment on the part of the CNG Committee. Our CNG Committee continues to believe that the short-term incentive program should have non-financial, non-formulaic elements that allow for positive or negative compensation adjustment based on qualitative performance assessments. The CNG Committee believes the scorecard is transparent, uses measures that are understood by our executives and stockholders, and aligns executive pay with our performance. In February 2024, the CNG Committee established a short-term incentive target for each executive based on a percentage of the executive’s salary for 2024. The short-term incentive targets of 100% of base salary for Mr. Heissenbuttel and 75% of base salary for other NEOs were consistent with the targets set in prior fiscal years, and were considered by the CNG Committee, based on the market survey provided by the Compensation Consultant, to be competitive with our peers. The CNG Committee also approved various performance measures tied to corporate and individual performance and established threshold, target, and maximum performance goals for each objective measure. Payout under our short-term incentive program can range from zero if no threshold goals are achieved to approximately 180% of an NEO’s short-term incentive target if each maximum goal is achieved. In general, the CNG Committee sets performance goals based on the following guideposts:

  55. Short-Term Incentive Awards

    | Threshold | Target | Maximum | | Threshold performance goals are set to the minimum acceptable performance level, below which performance is not worthy of a payout | Target performance goals are generally consistent with our annual budget and strategic plan, but are challenging to achieve | Maximum performance goals require significant effort to achieve; they are exemplary performance levels that exceed targets and are worthy of payout up to a maximum of approximately 180% of target |

  56. Short-Term Incentive Awards

    | 48 | Royal Gold | 2025 Proxy Statement |

  57. Short-Term Incentive Scorecard Actual

    Short-Term Incentive Scorecard Actual Our 2024 short-term incentive program consisted of five categories of goals that were key to our continued success. These goals are summarized in the table below. In February 2025, the CNG Committee evaluated our corporate performance against each preestablished performance measure.

  58. Short-Term Incentive Scorecard Actual

    | Performance Measure | Weight | Threshold (0% payout) | Target (100% payout) | Maximum (~180% payout) | % of Target Achieved | | Gross GEO Production(1) as compared to budget, holding metal prices constant | | | | | 110% | | Net GEOs in Reserves and M&I Resources(2) compared to budget, using budgeted metal prices | | | | | 15% | | Expense Control(3) | | | | | 143% | | Stewardship and Risk Management | | CNG Committee assessment of the measures discussed below | | | 175% | | Individual performance against preestablished goals | | CNG Committee and CEO assessment of individual performance | | | Varies (see table below) | | Total | 100% | | | | |

  59. Short-Term Incentive Scorecard Actual

    (1)Gross GEO Production equals (a) our revenue, adjusted to keep metal prices constant at budgeted metal prices, divided by (b) the budgeted gold price. Budgeted metal prices for 2024 were $1,950 per ounce for gold, $23.00 per ounce for silver and $3.80 per pound for copper. For 2024, our Gross GEO Production was 305,896 ounces, compared to budgeted Gross GEO Production of 300,000 ounces. (2)Net GEOs in Reserves and M&I Resources equals the sum of the Company’s estimated mineral reserves and mineral resources (for producing and development properties only), net of our cost of sales, multiplied by the applicable budgeted metal price and divided by the budgeted metal price of $1,950 per ounce for gold. Our mineral reserves and mineral resources and our cost of sales are adjusted to keep metal prices constant at budgeted metal prices of $1,950 per ounce for gold, $23.00 per ounce for silver, and $3.80 per pound for copper. The target and award amounts were determined by reference to the change in net GEOs in reserves and M&I resources from December 1, 2023 to November 30, 2024. For 2024, the Company recognized 7,099,818 actual net GEOs in reserves and M&I resources from producing and development properties as of November 30, 2024, compared to 7,758,123 net GEOs in reserves and M&I resources as of December 1, 2023. (3)Expense Control measures our cash general and administrative expense, less (a) litigation expenses, (b) charitable contributions (unless in excess of the budgeted amount), and (c) other extraordinary items, if any. For 2024, our adjusted cash general and administrative was $27.2 million, compared to budgeted adjusted cash general and administrative of $29.1 million.

  60. Short-Term Incentive Scorecard Actual

    | Royal Gold | 2025 Proxy Statement | 49 |

  61. Short-Term Incentive Award Assessments

    Short-Term Incentive Award Assessments In February 2025, our CNG Committee determined payouts for our NEOs under our short-term incentive program based on the Company’s performance and individual performance. In assessing Royal Gold’s performance, the CNG Committee determined that our performance exceeded target on the following metrics: (1) Gross GEO Production exceeded target by nearly 6,000 GEOs, resulting in a pay out of 110% of target, and (2) Expense Control resulted in savings of $1.9 million beyond the targeted expenditures, resulting in a payout of 143% of target. However, Net GEOs in Reserves and M&I Resources did not reach the target, resulting in a payout of 15% of target on that metric. With respect to the Stewardship and Risk Management performance measure, the CNG Committee recognized performance exceeded target for 2024. The CNG Committee acknowledged the following accomplishments: (a) deployment of over $100 million for new royalty interests from our cash on hand; (b) repayment of $250 million under our credit facility, and an increase in our available liquidity to $1.2 billion; (c) no reportable significant deficiencies or material weaknesses in internal controls over financial reporting; (d) the extension of cyber awareness training to all employees; (e) continued strong health of the Company’s stream and royalty portfolios, reflecting the geopolitical balance within the portfolios and successful collection efforts during 2024; (f) extensive monitoring of and preparation for various proposed regulatory changes and resolution of certain regulatory matters; (g) further development of a balanced approach to sustainability and investment stewardship and related reporting to appropriately reflect the Company’s business model; and (h) maintenance of our carbon neutral status for our corporate footprint and strengthening our carbon offset strategy. The Company published its first climate report in 2024. Investor outreach improved in 2024 as our engagement with new investors increased 53% over 2023 with the US and Europe as jurisdictions of focus. The CNG Committee approved a payout of 175% of target on the Stewardship and Risk Management metric. The CNG Committee evaluated Mr. Heissenbuttel’s performance against his individual performance measures. The CNG Committee and Mr. Heissenbuttel evaluated the performance of our other NEOs against their individual performance measures. Individual performance goals for Mr. Heissenbuttel related to corporate strategy, stockholder engagement, expanded sustainability and stewardship efforts, employee health and safety, and succession planning. Individual performance goals for the other NEOs covered specific tasks relating to their areas of responsibility and covered topics such as asset/risk management, business development efforts, expanded sustainability and stewardship efforts, or cost reductions, depending on the NEO. The following tables show the payouts for the year ended December 31, 2024, for our NEOs (amounts may not foot due to rounding):

  62. Performance Versus Pre-established Performance Measures

    Performance Versus Pre-established Performance Measures

  63. Performance Versus Pre-established Performance Measures

    | Performance Measure | % of Target Achieved | Weight | Heissenbuttel | Libner | Breeze | Raffield | Shefman | | Gross GEO Production | 110% | 30% | 33.0% | 33.0% | 33.0% | 33.0% | 33.0% | | Net GEOs in Reserves and M&I Resources | 15% | 20% | 3.0% | 3.0% | 3.0% | 3.0% | 3.0% | | Expense Control | 143% | 10% | 14.3% | 14.3% | 14.3% | 14.3% | 14.3% | | Stewardship and Risk Management | 175% | 15% | 26.3% | 26.3% | 26.3% | 26.3% | 26.3% | | Individual Performance | varies | 25% | 27.8% | 27.3% | 28.0% | 27.0% | 28.8% | | Overall Score for NEO | | | 104.4% | 103.9% | 104.5% | 103.7% | 105.5% |

  64. Short-Term Incentive Awards Made for 2024

    Short-Term Incentive Awards Made for 2024

  65. Short-Term Incentive Awards Made for 2024

    | Measure for 2024 | Heissenbuttel | | | Libner | | | Breeze | | Raffield | | | Shefman | | | | Target | | | 896,000 | | | 360,000 | | CHF 339,750 | | | 333,750 | | | 348,000 | | Overall Score for NEO | | 104.4 | | | 103.9 | | | 104.5% | | 103.7 | | | 105.5 | | | Actual Short-Term Incentive | | | 935,000 | | | 374,000 | | CHF 355,000 | | | 346,000 | | | 367,000 |

  66. Short-Term Incentive Awards Made for 2024

    | 50 | Royal Gold | 2025 Proxy Statement |

  67. Long-Term Incentive Awards

    Long-Term Incentive Awards 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. Awards during 2024 were consistent with compensation program modifications implemented since August 2021 by our CNG Committee, following the recommendations of our Compensation Consultant, designed to simplify our long-term incentive program in a way that aligns with stockholder expectations and competitive market practices and to remove overlap between the performance measures under our short- and long-term incentive programs.

  68. Types of Awards in 2024

    | Award Type | 2024 Proportion | How it works | | Time-Based Restricted Shares | | Awards of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) focus on retention by securing the long-term commitment of our executives, with the ultimate value received tied directly to our share price performance over the vesting period. RSAs and RSUs granted in March 2024 vest ratably over three years. Our U.S.-based executives receive RSAs, and our executives based in Canada and Switzerland receive RSUs. | | | | RSAs are treated as 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. | | TSR Performance Shares | | Performance shares are intended to incentivize the achievement of long-term share price appreciation. Performance shares vest after three years only if we achieve a TSR compared to the TSRs of certain enumerated precious metals companies between defined threshold and maximum levels over that three-year period. No performance shares vest if the threshold goal is not met. Performance shares vest by linear interpolation within a range from zero shares if the threshold goal of TSR at the 35th percentile is met, to 100% if the target goal of TSR at the 60th percentile is met, and then to 200% if the maximum goal of TSR at the 85th percentile 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. If the performance goals are not achieved during this period, the shares expire unvested for non-attainment. | | | | Our TSR performance group is a customized group of companies comparable to Royal Gold with respect to geography (TSR group is limited to North American companies), capitalization (TSR group includes companies with over a $1.5 billion market capitalization or enterprise value, subject to exceptions so that the peer group consists of at least 16 companies), and a gold focus. See “Peer Group Used for TSR Performance Benchmarking” on page 46. | | | | 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 and the service condition is satisfied. Vested performance shares are settled in shares of our common stock. |

  69. Value of 2024 Awards

    Value of 2024 Awards The CNG Committee, informed by market information presented by the Compensation Consultant, set equity award values for executives in March 2024 taking into account the following factors: •In 2023, the CNG Committee set the target value of long-term equity awards at 225%-300% of base salary for our CEO and at 125%-200% of base salary for other NEOs and at an amount that resulted in targeted total direct compensation within 15% of the median of our peers, depending on the NEO’s experience. •In 2024, the CNG Committee increased the target value of the long-term equity awards for the NEOs other than the CEO to 150%-225% of base salary, based on market information presented by the Compensation Consultant and promotions to senior vice president for each of these NEOs. The CNG Committee approved awards for Mr. Libner with a target value set at the midpoint of the new range and approved awards for Messrs. Breeze, Raffield, and Shefman with target values of approximately 175% of base salary, with the intent to approve awards at the midpoint for all NEOs in 2025. In each case, the value of the long-term equity awards was set at an amount that resulted in targeted total direct compensation within 15% of the median of our peers, depending on the NEO’s experience.

  70. Value of 2024 Awards

    | Name | Target Value of 2023 Equity Grants | Target Value of 2024 Equity Grants | Percentage Change | | Heissenbuttel | $2,380,000 | $2,352,000 | (1%) | | Libner | $880,000 | $900,000 | 2% | | Breeze | $722,000 | $881,000 | 22% | | Raffield(1) | $593,000 | $778,000 | 31% | | Shefman | $784,000 | $812,000 | 4% |

  71. Vesting of Previously Granted Awards

    | Grant Date | Incremental Percentage of Target GEO Shares Vesting During 12 Months Ended: | | Vesting Result | Cumulative Percentage of Target GEO Shares Vested | | August 2019 | 6/30/2020 | 0% | No Vesting | 0% | | | 6/30/2021 | 0% | No Vesting | 0% | | | 6/30/2022 | 11% | Between threshold and target | 11% | | | 6/30/2023 | 0% | No Vesting | 11% | | | 6/30/2024 | 0% | No Vesting | 11% | | August 2020 | 6/30/2021 | 28% | Between threshold and target | 28% | | | 6/30/2022 | 33% | Between threshold and target | 61% | | | 6/30/2023 | 0% | No Vesting | 61% | | | 6/30/2024 | 0% | No Vesting | 61% |

  72. Vesting of Previously Granted Awards

    TSR Shares: TSR performance shares (“TSR Shares”) vest only if the Company achieves a relative total stockholder return compared to the total stockholder returns of certain precious metals companies between defined threshold and maximum levels over a three-year performance period. TSR Shares granted in August 2021 had a performance period from July 1, 2021 through June 30, 2024, and TSR Shares granted in March 2022 had a performance period from January 1, 2022 through December 31, 2024. Set forth below are the threshold, target, and maximum goals for the TSR Shares granted in August 2021 and March 2022:

  73. Vesting of Previously Granted Awards

    All TSR 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 TSR Shares, the grantee must be in continuous service from the grant date through any vesting date to receive any shares. Any TSR Shares that remain unvested after the last applicable vesting date expire unvested. The vesting of TSR Shares for performance periods ending in 2024 is summarized below:

  74. Vesting of Previously Granted Awards

    | Grant Date | TSR Percentile Achieved | CNG Committee Vesting Determination | | August 2021 | 57th | Percentile between threshold and target; 88% of shares vested | | March 2022 | 59th | Percentile between threshold and target; 96% of shares vested |

  75. Long-Term Incentive Grant Practices

    Long-Term Incentive Grant Practices The CNG Committee approves all equity awards on or before the grant date. The CNG Committee’s general practice is to grant equity awards in February or early March of each year, which the CNG Committee believes is a sufficient amount of time after the release of our fiscal year-end results for the public markets to have absorbed such results. On occasion, the CNG Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. While the CNG Committee has discretionary authority to grant equity awards outside of the cycle described above, it does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally affects the value of executive compensation. The Company did not grant any stock options or SARs to its NEOs during 2024.

  76. Long-Term Incentive Grant Practices

    | Royal Gold | 2025 Proxy Statement | 53 |

  77. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our executives. 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. 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 had an initial one-year term beginning on January 2, 2020, and automatically renewed for four consecutive one-year periods unless either party timely elected for nonrenewal. On November 19, 2024, the term of the agreement was extended to April 2, 2025. Under the agreement, Mr. Heissenbuttel is entitled to an annual base salary of at least $650,000, which may be increased annually as determined by our Board or CNG Committee. Mr. Heissenbuttel’s base salary for 2024 was $896,000. Mr. Heissenbuttel is also eligible to participate in our short-term incentive and long-term equity programs, as well as other employee benefits made available to similarly situated executives. Mr. Heissenbuttel is entitled to severance benefits in connection with a termination of employment with or without a change of control as described below under “Potential Payments Upon Termination or Change of Control” on page 62. Mr. Heissenbuttel is prohibited from competing against us or soliciting our employees, customers, or business relationships for 12 months following termination of his employment. We have entered into an employment agreement with each of our other NEOs. The agreement for Mr. Breeze is between him and our wholly owned subsidiary, RGLD Gold AG. His agreement began on January 1, 2019 and has an indefinite term. The agreements with Messrs. Libner and Shefman had an initial one-year term beginning on January 2, 2020, and the agreement for Dr. Raffield had an initial one-year term beginning on January 3, 2022, and each of these agreements provided for automatically renewals for four consecutive one-year periods unless either party timely elected for nonrenewal. On November 19, 2024, the terms of the agreements with Messrs. Libner and Shefman were extended to April 2, 2025. Each NEO is entitled to a minimum annual base salary, which salary may be increased annually as determined by our Board or CNG Committee. Each NEO is also eligible to participate in our short-term incentive and long-term equity programs, as well as other employee benefits made available to similarly situated executives. Each NEO is entitled to severance benefits in connection with a termination of employment with or without a change of control as described below under “Potential Payments Upon Termination or Change of Control” on page 62. Each NEO is prohibited from competing against us or soliciting our employees, customers, or business relationships for 12 months following termination of his employment.

  78. Employment Agreements

    | 54 | Royal Gold | 2025 Proxy Statement |

  79. Employment Agreements

    On March 17, 2025, we entered into new employment agreements with each of Messrs. Heissenbuttel, Libner, Raffield, and Shefman. The new agreements have indefinite terms but otherwise have provisions substantially similar to those described above.

  80. Post-Termination Compensation

    Post-Termination Compensation We do not provide pension or other retirement benefits apart from the SARSEP Plan, the Group RRSP Plan, and the 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 54 and below under “Potential Payments Upon Termination or Change of Control” on page 62. None of the employment agreements provide for excise tax gross-ups in a change of control.

  81. Risk Assessment of Compensation Policies and Practices

    Risk Assessment of Compensation Policies and Practices We conducted an assessment of our compensation policies and practices, including our executive compensation program, to evaluate the potential risks associated with these policies and practices. We reviewed this assessment with the CNG Committee. We have concluded that our compensation programs are designed with an appropriate balance of risk and reward and do not encourage excessive or unnecessary risk-taking behavior. As a result, we do not believe that risks relating to our compensation policies and practices are reasonably likely to have a material adverse effect on Royal Gold. In conducting this review, we considered the following attributes of our programs: •Mix of base salary, short-term incentive awards, and long-term equity compensation •Alignment between performance measures used under performance-based compensation and performance measures used by our Board to chart corporate strategy •Multiple performance measures under short-term incentive awards to avoid placing excessive emphasis on any single measure •Capped performance multipliers for short-term incentives and performance share awards •CNG Committee discretion to adjust compensation downward to reflect performance or other factors •Current equity vesting periods of up to three years designed to reward high-performing executives and key employees who drive long-term stockholder value •Benchmarking of compensation levels to ensure programs are consistent with industry practices •Internal controls that serve to preclude decision-makers from taking excessive risk to earn the incentives provided under our compensation plans •CNG Committee oversight of compensation programs •Stock ownership guidelines that align the interests of executive officers with those of our stockholders generally •Clawback policy allowing for the recoupment of executive incentive-based compensation for accounting restatements or serious misconduct

  82. Summary Compensation Table

    Summary Compensation Table The following table summarizes information regarding the compensation of our NEOs for the years ended December 31, 2024, 2023, and 2022.

  83. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | William Heissenbuttel President and CEO | 2024 | 896,000 | 935,000 | 2,303,093 | 50,415 | 4,184,508 | | | 2023 | 865,000 | 862,000 | 2,507,551 | 47,506 | 4,282,057 | | | 2022 | 777,000 | 949,000 | 1,298,851 | 35,689 | 3,060,540 | | Paul Libner SVP and CFO | 2024 | 480,000 | 374,000 | 881,002 | 42,171 | 1,777,173 | | | 2023 | 463,000 | 350,000 | 925,669 | 37,689 | 1,776,358 | | | 2022 | 388,500 | 356,000 | 402,563 | 42,189 | 1,189,252 | | Daniel Breeze(3) SVP, Corporate Development, RGLD Gold AG | 2024 | 514,649 | 403,312 | 863,513 | 63,164 | 1,844,638 | | | 2023 | 495,441 | 380,766 | 761,710 | 50,877 | 1,688,794 | | | 2022 | 432,800 | 399,288 | 464,679 | 32,615 | 1,329,382 | | Martin Raffield SVP, Operations | 2024 | 445,000 | 346,000 | 762,925 | 42,535 | 1,596,460 | | | 2023 | 382,337 | 294,000 | 626,160 | 37,224 | 1,339,721 | | Randy Shefman SVP and General Counsel | 2024 | 464,000 | 367,000 | 794,733 | 43,651 | 1,669,384 | | | 2023 | 448,000 | 348,000 | 825,377 | 40,189 | 1,661,566 | | | 2022 | 388,500 | 356,000 | 402,563 | 36,097 | 1,183,160 |

  84. Summary Compensation Table

    (1)Amounts represent the grant date fair value of restricted shares and performance shares, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Grants made in March 2022 were based on half-year equity award values. Grants made in 2023 and 2024 were based on full-year equity award values. Performance shares are valued in the table above based on the probable outcome of the performance conditions on the grant date (100% of target performance). The grant date fair values of the performance shares, assuming target and maximum performance, for 2024 were as follows:

  85. Summary Compensation Table

    | | Number of Shares | | Grant Date Fair Value | | Name | At Target (#) | At Target ($) | At Maximum ($) | | William Heissenbuttel | 11,300 | 1,127,209 | 2,254,418 | | Paul Libner | 4,320 | 430,933 | 861,866 | | Dan Breeze | 4,240 | 422,953 | 845,905 | | Martin Raffield | 3,740 | 373,076 | 746,152 | | Randy Shefman | 3,900 | 389,037 | 778,073 |

  86. Summary Compensation Table

    | 58 | Royal Gold | 2025 Proxy Statement |

  87. Summary Compensation Table

    (2)Amounts for 2024 include the following:

  88. Summary Compensation Table

    | Name | Employer Retirement Plan Contributions ($) | Life and Disability Insurance Premiums ($) | Long-Term Disability Insurance Premiums ($) | | William Heissenbuttel | 46,315 | 792 | 3,308 | | Paul Libner | 38,500 | 792 | 2,879 | | Daniel Breeze | 52,940 | 9,000 | — | | Martin Raffield | 38,500 | 792 | 3,243 | | Randy Shefman | 39,980 | 792 | 2,879 |

  89. Summary Compensation Table

    (3)Mr. Breeze’s cash compensation is paid in Swiss francs. The amounts shown are the U.S. dollar equivalents, based on the average conversion rates of one Swiss franc to the following U.S. dollar amounts: 2024—1.13 U.S. dollars; 2023—1.11 U.S. dollars; and 2022—1.04 U.S. dollars.

  90. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 This table provides information regarding stock-based awards granted to our NEOs during the year ended December 31, 2024.

  91. Grants of Plan-Based Awards in 2024

    | | | | 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) (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Award | Grant Date | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | William Heissenbuttel | Short-Term Incentive | N/A | 896,000 | 1,209,600 | | | | | | | PSA | 3/1/24 | | | 11,300 | 22,600 | | 1,127,209 | | | RSA | 3/1/24 | | | | | 11,130 | 1,175,885 | | Paul Libner | Short-Term Incentive | N/A | 360,000 | 648,000 | | | | | | | PSA | 3/1/24 | | | 4,320 | 8,640 | | 430,933 | | | RSU | 3/1/24 | | | | | 4,260 | 450,069 | | Daniel Breeze | Short-Term Incentive | N/A | 385,987 | 694,776 | | | | | | | PSA | 3/1/24 | | | 4,240 | 8,480 | | 422,953 | | | RSU | 3/1/24 | | | | | 4,170 | 440,561 | | Martin Raffield | Short-Term Incentive | N/A | 333,750 | 600,750 | | | | | | | PSA | 3/1/24 | | | 3,740 | 7,480 | | 373,076 | | | RSA | 3/1/24 | | | | | 3,690 | 389,849 | | Randy Shefman | Short-Term Incentive | N/A | 348,000 | 626,400 | | | | | | | PSA | 3/1/24 | | | 3,900 | 7,800 | | 389,037 | | | RSA | 3/1/24 | | | | | 3,840 | 405,696 |

  92. Grants of Plan-Based Awards in 2024

    (1)Represents potential amounts payable under short-term incentive awards for the year ended December 31, 2024. Actual amounts earned by executives are reported in the Summary Compensation Table. (2)Represents performance shares that vest and pay out at the end of three years in shares of our common stock upon achievement of corporate performance goals tied to our relative TSR over a three-year performance period. 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. If the 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.

  93. Grants of Plan-Based Awards in 2024

    | Royal Gold | 2025 Proxy Statement | 59 |

  94. Grants of Plan-Based Awards in 2024

    (3)Represents RSAs or RSUs that vest ratably over three years based on continued service. 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. (4)Represents the grant date fair value of awards (at target, if applicable) calculated in accordance with financial statement reporting rules.

  95. Outstanding Equity Awards at the End of 2024

    Outstanding Equity Awards at the End of 2024 This table provides information about the total outstanding stock options, SARs, restricted shares, and performance shares for each of our NEOs as of December 31, 2024.

  96. Outstanding Equity Awards at the End of 2024

    | | | | Option Awards | | | Stock Awards | | | | | Name | Award | Grant Date | Number of Securities Underlying Unexercised Options(1) (#) Exercisable | 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 | ISO/SSAR | 8/16/2016 | 8,920 | 83.29 | 8/16/2026 | | | | | | | ISO/SSAR | 8/23/2017 | 9,200 | 87.42 | 8/23/2027 | | | | | | | ISO/SSAR | 8/21/2018 | 10,720 | 77.73 | 8/21/2028 | | | | | | | ISO/SSAR | 8/13/2019 | 7,810 | 124.60 | 8/13/2029 | | | | | | | ISO/SSAR | 1/2/2020 | 3,910 | 121.12 | 1/2/2030 | | | | | | | ISO/SSAR | 8/18/2020 | 15,520 | 139.84 | 8/18/2030 | | | | | | | RSA | 8/18/2020 | | | | 1,500 | 197,775 | | | | | RSA | 3/3/2022 | | | | 1,557 | 205,290 | | | | | RSA | 3/2/2023 | | | | 6,373 | 840,280 | | | | | RSA | 3/1/2024 | | | | 11,130 | 1,467,491 | | | | | GEO PSA | 8/18/2020 | | | | | | 884 | 116,555 | | | TSR PSA | 3/3/2022 | | | | | | 4,750 | 626,288 | | | TSR PSA | 3/2/2023 | | | | | | 9,700 | 1,278,945 | | | TSR PSA | 3/1/2024 | | | | | | 11,300 | 1,489,905 | | Paul Libner | RSA | 8/18/2020 | | | | 523 | 68,958 | | | | | RSA | 3/3/2022 | | | | 484 | 63,815 | | | | | RSA | 3/2/2023 | | | | 2,353 | 310,243 | | | | | RSA | 3/1/2024 | | | | 4,260 | 561,681 | | | | | GEO PSA | 8/18/2020 | | | | | | 309 | 40,742 | | | TSR PSA | 3/3/2022 | | | | | | 1,470 | 193,820 | | | TSR PSA | 3/2/2023 | | | | | | 3,580 | 472,023 | | | TSR PSA | 3/1/2024 | | | | | | 4,320 | 569,592 |

  97. Outstanding Equity Awards at the End of 2024

    | 60 | Royal Gold | 2025 Proxy Statement |

  98. Outstanding Equity Awards at the End of 2024

    | | | | Option Awards | | | Stock Awards | | | | | Name | Award | Grant Date | Number of Securities Underlying Unexercised Options(1) (#) Exercisable | 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) ($) | | Daniel Breeze | ISO/SAR | 1/2/2019 | 3,500 | 84.64 | 1/2/2029 | | | | | | | ISO/SAR | 8/13/2019 | 5,460 | 124.60 | 8/13/2029 | | | | | | | ISO/SAR | 8/18/2020 | 6,250 | 139.84 | 8/18/2030 | | | | | | | RSU | 8/18/2020 | | | | 603 | 79,506 | | | | | RSU | 3/3/2022 | | | | 557 | 73,440 | | | | | RSU | 3/2/2023 | | | | 1,933 | 254,866 | | | | | RSU | 3/1/2024 | | | | 4,170 | 549,815 | | | | | GEO PSA | 8/18/2020 | | | | | | 356 | 46,939 | | | TSR PSA | 3/3/2022 | | | | | | 1,700 | 224,145 | | | TSR PSA | 3/2/2023 | | | | | | 2,950 | 388,958 | | | TSR PSA | 3/1/2024 | | | | | | 4,240 | 559,004 | | Martin Raffield | RSA | 3/3/2022 | | | | 417 | 54,981 | | | | | RSA | 3/2/2023 | | | | 1,480 | 195,138 | | | | | RSA | 9/14/2023 | | | | 120 | 15,822 | | | | | RSA | 3/1/2024 | | | | 3,690 | 486,527 | | | | | TSR PSA | 3/3/2022 | | | | | | 1,270 | 167,450 | | | TSR PSA | 3/2/2023 | | | | | | 2,250 | 296,663 | | | TSR PSA | 9/14/2024 | | | | | | 190 | 25,052 | | | TSR PSA | 3/1/2024 | | | | | | 3,740 | 493,119 | | Randy Shefman | ISO/SAR | 8/13/2019 | 2,560 | 124.60 | 8/13/2029 | | | | | | | ISO/SAR | 1/2/2020 | 1,010 | 121.12 | 1/2/2030 | | | | | | | ISO/SAR | 8/18/2020 | 4,570 | 139.84 | 8/18/2030 | | | | | | | RSA | 8/18/2020 | | | | 440 | 58,014 | | | | | RSA | 3/3/2022 | | | | 484 | 63,815 | | | | | RSA | 3/2/2023 | | | | 2,100 | 276,885 | | | | | RSA | 3/1/2024 | | | | 3,840 | 506,304 | | | | | GEO PSA | 8/18/2020 | | | | | | 261 | 34,413 | | | TSR PSA | 3/3/2022 | | | | | | 1,470 | 193,820 | | | TSR PSA | 3/2/2023 | | | | | | 3,190 | 420,602 | | | TSR PSA | 3/1/2024 | | | | | | 3,900 | 514,215 |

  99. Outstanding Equity Awards at the End of 2024

    (1)Represents stock options and SARs that vest ratably over three years commencing on the first anniversary of the grant date. (2)Represents RSAs or RSUs. All RSAs and RSUs granted prior to August 2021 vest ratably over three years commencing on the third anniversary of the grant date. All RSAs and RSUs granted in and after August 2021 vest ratably over three years commencing on the first anniversary of the grant date. (3)Market value is based on the closing price of our common stock on December 31, 2024 ($131.85). (4)Amounts represent target performance for the GEO Shares and TSR shares. If the goals are not met during the vesting period, the performance shares expire unvested.

  100. Outstanding Equity Awards at the End of 2024

    | Royal Gold | 2025 Proxy Statement | 61 |

  101. Options Exercised and Stock Vested in 2024

    Options Exercised and Stock Vested in 2024 This table provides information on the exercise of stock options and SARs and the vesting of restricted shares and performance shares for each of our NEOs during 2024.

  102. Options Exercised and Stock Vested in 2024

    | | Option Awards | | | Stock Awards | | | Name | Number of Shares acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | William Heissenbuttel | 17,386 | | 1,161,380 | 19,426 | $2,556,996 | | Paul Libner | 10,880 | | 299,555 | 6,593 | $865,948 | | Daniel Breeze | — | | — | 7,019 | $920,694 | | Martin Raffield | — | | — | 1,217 | $130,828 | | Randy Shefman | — | | — | 6,336 | $834,932 |

  103. Options Exercised and Stock Vested in 2024

    (1)Value was calculated by multiplying the number of shares exercised by the difference between the market price (closing price) of our common stock at exercise and the exercise price. (2)Value was calculated by multiplying the number of shares that vested by the closing market price of our common stock on the vesting date.

  104. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The table below shows the estimated payments and benefits payable to our NEOs as a result of termination of employment with or without a change of control of Royal Gold. We assume that the applicable trigger event took place on December 31, 2024. The value of accelerated vesting of equity awards is based on the closing market price of our common stock on December 31, 2024 ($131.85). “Change of control” is defined in each NEO’s employment agreement and equity award agreements. In general, for purposes of the table, “involuntary termination” includes an involuntary termination of employment by us without cause, a termination of employment by the executive for good reason, or our nonrenewal of the executive’s employment, if applicable. Mr. Breeze’s employment agreement has an indefinite term, so termination for non-renewal is not possible. The employment agreements with the NEOs other than Mr. Breeze were amended in March 2025 to have an indefinite term, following which termination for non-renewal is not possible. Pursuant to their employment agreements in effect on December 31, 2024, upon an involuntary termination without a change of control, each NEO was entitled to a cash payment equal to the sum of the NEO’s base salary plus the average of the annual short-term incentive awards paid to the NEO for the last three full fiscal years prior to the involuntary termination. Upon an involuntary termination with a change of control, each NEO was entitled to a payment equal to the sum of 1.5 times the NEO’s base salary (or 2.5 times base salary in the case of Mr. Heissenbuttel), plus 1.5 times the average of the annual short-term incentive awards paid to the NEO for the last three full fiscal years prior to an involuntary termination (or 2.5 times such average award amount in the case of Mr. Heissenbuttel). In addition, upon a change of control, the Company would have paid for 12 months of COBRA coverage at active employee rates for executives based in the United States. As noted under “Employment Agreements” above, each NEO other than Mr. Breeze entered into a new employment agreement in March 2025; however, the table below shows the estimated payments that would have been made under the employment agreements in effect on December 31, 2024. In general, outstanding equity awards vest in full (at maximum, if applicable) upon an involuntary termination of service in connection with a change of control. In the case of an involuntary termination of service outside a change of control: •unvested stock options and SARs vest in full, although all stock options and SARs held by our NEOs on December 31, 2024 were fully vested;

  105. Potential Payments Upon Termination or Change of Control

    | 62 | Royal Gold | 2025 Proxy Statement |

  106. Potential Payments Upon Termination or Change of Control

    •outstanding RSAs and RSUs vest in full for executives with at least 15 years of service, which includes Mr. Heissenbuttel and Mr. Libner as of December 31, 2024; •for executives with less than 15 years of service, a prorated portion of outstanding RSAs and RSUs granted before August 2021 vest, while outstanding RSAs and RSUs granted during and after August 2021 are forfeited; •a prorated portion of outstanding GEO Shares vest based on the Company’s performance through the last day of the fiscal year in which the executive’s service is terminated; and •all TSR shares are forfeited. The following table does not show employee benefits that are provided to our employees on a non-discriminatory basis.

  107. Potential Payments Upon Termination or Change of Control

    | | | | Value of Accelerated Vesting of Outstanding Equity Awards | | | | Name | Cash Compensation ($) | Value of Medical Insurance Continuation ($) | Restricted Stock ($) | Performance Stock Awards ($) | Total ($) | | William Heissenbuttel Involuntary Termination without a Change of Control | 1,806,333 | — | 2,710,836 | — | 4,517,169 | | Involuntary Termination with a Change of Control | 4,515,833 | 32,272 | 2,710,836 | 7,206,130 | 14,465,071 | | Paul Libner Involuntary Termination without a Change of Control | 828,667 | — | 1,004,697 | — | 1,833,364 | | Involuntary Termination with a Change of Control | 1,243,000 | 33,489 | 1,004,697 | 2,616,431 | 4,897,617 | | Daniel Breeze Involuntary Termination without a Change of Control | 911,503 | — | 49,444 | — | 960,947 | | Involuntary Termination with a Change of Control | 1,367,255 | — | 957,627 | 2,511,874 | 4,836,756 | | Martin Raffield Involuntary Termination without a Change of Control | 739,000 | — | — | — | 739,000 | | Involuntary Termination with a Change of Control | 1,108,500 | 27,534 | 752,468 | 1,964,565 | 3,853,067 | | Randy Shefman Involuntary Termination without a Change of Control | 813,333 | — | 35,995 | — | 849,328 | | Involuntary Termination with a Change of Control | 1,220,000 | 33,385 | 905,018 | 2,380,024 | 4,538,427 |

  108. Potential Payments Upon Termination or Change of Control

    | Royal Gold | 2025 Proxy Statement | 63 |

  109. CEO Pay Ratio

    CEO Pay Ratio The ratio of Mr. Heissenbuttel’s total compensation for his role as CEO ($4,184,508) to the annual total compensation of our median-compensated employee ($503,383) for 2024 was 8.3 to 1. We identified our median-compensated employee by examining total cash compensation (salary and short-term cash incentive) paid for 2024 to all employees who were employed by us globally on December 31, 2024, excluding Mr. Heissenbuttel. No assumptions, adjustments, or estimates were made in respect of total cash compensation, except that we (a) annualized the compensation of any employee who was not employed with us for all of 2024 and (b) applied the average 2024 foreign exchange rate to Canadian dollars and Swiss francs paid to our Canadian and Swiss employees, respectively. After identifying the median-compensated employee, we determined the annual total compensation for that employee using the same methodology used to calculate our executives’ annual total compensation as set forth in the Summary Compensation Table. We believe this CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  110. 2024 Pay Versus Performance

    2024 Pay Versus Performance The following table and supporting narrative contain information regarding compensation paid to our NEOs and the relationship to company performance. We changed our fiscal year-end from June 30 to December 31, effective as of December 31, 2021. To effect the change, we used a six-month transition period from July 1, 2021 to December 31, 2021 (referred to below as “2021 Stub”). Calendar year 2022 was our first full year with a December 31 fiscal year-end. All references in the following table and supporting narrative to fiscal 2020 and 2021 are to the twelve months ended June 30 of the referenced year, and all references to fiscal 2022, 2023, and 2024 are to the twelve months ended December 31 of the referenced year.

  111. Pay Versus Performance Table

    Pay Versus Performance Table

  112. Pay Versus Performance Table

    | Fiscal Year(1) | Summary Compensation Table Total for Jensen (Former PEO) ($) | Compensation Actually Paid to Jensen (Former PEO) ($) | Summary Compensation Table Total for Heissenbuttel (Current PEO) ($) | Compensation Actually Paid to Heissenbuttel (Current PEO) ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in thousands) | Gross GEO Production (# of ounces)(4) | | | | | | | | | TSR ($)(3) | Peer Group TSR ($)(3) | | | | 2024 | $— | $— | $4,184,508 | $1,554,758 | $1,714,725 | $1,053,369 | $137.1 | $177.7 | $332,480 | 305,896 | | 2023 | — | — | 4,282,057 | 4,422,977 | 1,690,815 | 1,705,218 | 124.3 | 160.3 | 239,440 | 315,714 | | 2022 | — | — | 3,060,540 | 3,540,577 | 1,340,295 | 1,519,307 | 114.3 | 151.2 | 238,982 | 340,559 | | 2021 Stub | — | — | 3,148,212 | 2,698,385 | 1,253,741 | 1,098,874 | 105.4 | 162.4 | 138,339 | 189,905 | | 2021 | — | — | 3,042,284 | 2,498,478 | 1,403,420 | 1,160,025 | 113.6 | 171.4 | 302,532 | 316,272 | | 2020 | 4,141,033 | 5,618,723 | 2,403,556 | 3,001,054 | 1,223,674 | 1,123,128 | 122.5 | 154.8 | 199,343 | 340,021 |

  113. Pay Versus Performance Table

    (1)Mr. Heissenbuttel served as principal executive officer (“PEO”) in each year listed, and Tony Jensen (our former President and CEO) served as PEO in fiscal year 2020 until his retirement on January 2, 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  114. Pay Versus Performance Table

    | Fiscal Year | Non-PEO NEOs | | 2024 | Daniel Breeze, Paul Libner, Martin Raffield, and Randy Shefman | | 2023 | Daniel Breeze, Mark Isto, Paul Libner, Martin Raffield, and Randy Shefman | | 2022 | Daniel Breeze, Mark Isto, Paul Libner, and Randy Shefman | | 2021 Stub | Daniel Breeze, Mark Isto, Paul Libner, and Randy Shefman | | 2021 | Daniel Breeze, Mark Isto, Paul Libner, and Randy Shefman | | 2020 | Daniel Breeze, Mark Isto, Bruce Kirchhoff, Paul Libner, and Randy Shefman |

  115. Pay Versus Performance Table

    | 64 | Royal Gold | 2025 Proxy Statement |

  116. Pay Versus Performance Table

    (2)The following table sets forth adjustments to the total compensation reported in the Summary Compensation Table (“SCT”) to arrive at compensation actually paid pursuant to SEC rules (“SEC CAP”) for 2024. Amounts do not reflect actual compensation earned by or paid to our NEOs during 2024.

  117. Pay Versus Performance Table

    | Adjustments | PEO | Non-PEO NEO Average | | SCT Total | $4,184,508 | $1,714,725 | | Minus: Fair value at 12/31/2024 of equity awards granted during 2024 that remained outstanding at 12/31/2024 | (2,303,093) | (825,543) | | Plus: Fair value at 12/31/2024 of equity awards granted during 2024 that remained outstanding at 12/31/2024 | 3,066,251 | 1,099,090 | | Minus: Change in fair value measured from 12/31/2023 to 12/31/2024 for awards granted before 2024 and that remained outstanding at 12/31/2024 | (1,383,505) | (433,792) | | Minus: Change in fair value at vesting date versus 12/31/2023 for awards granted before 2024 that vested during 2024 | (2,009,403) | (501,110) | | SEC CAP | 1,554,758 | 1,053,369 |

  118. Pay Versus Performance Table

    (3)The amounts represent the value at the end of each period of an initial fixed investment of $100 made on June 30, 2019. The peer group consists of the PHLX Gold and Silver Index. (4)Gross GEO Production, which is a non-GAAP financial measure, is gross gold equivalent ounces of production or “GEOs” calculated for 2024 by dividing our revenues for each metal (with metals other than silver and copper included with gold revenues) by the budgeted metal prices of $1,950 for gold and metals other than silver and copper, $23.00 for silver, and $3.80 for copper, and converting silver and copper amounts to gold equivalent amounts using conversion factors based on the budgeted prices. Gross GEO Production differs from the GEO Production that we report in our earnings releases as GEO Production reported in our earnings releases uses the average LBMA metal prices instead of budgeted metal prices.

  119. Key Data Relating to Outstanding Equity Awards and Shares Available

    Key Data Relating to Outstanding Equity Awards and Shares Available The following table includes information regarding outstanding equity awards and shares available for future awards under the 2015 LTIP as of March 27, 2025, without giving effect to approval of the 2025 Incentive Plan under this proposal:

  120. Key Data Relating to Outstanding Equity Awards and Shares Available

    | | 2015 LTIP | | Total shares underlying outstanding stock options and SARs | 131,417 | | Total shares underlying outstanding unvested time-based full value awards | 151,974 | | Total shares underlying outstanding unvested performance-based full value awards(1) | 128,089 | | Total shares underlying all outstanding awards(1) | 411,480 | | Weighted average exercise price of outstanding stock options and SARs | $118.43 | | Weighted average remaining contractual life of outstanding stock options and SARs | 4.3 | | Total shares currently available for grant of new awards as of March 27, 2025(2) | 1,753,336 | | Common stock outstanding as of March 27, 2025 | 65,806,036 | | Market price of common stock as of March 27, 2025 | $161.30 |

  121. Key Data Relating to Outstanding Equity Awards and Shares Available

    (1)Assumes performance-based awards will vest and pay out based on target performance levels being achieved. At maximum performance levels, 256,178 shares would be issuable upon the vesting of performance-based awards, and 539,569 shares would be issuable upon the vesting or exercise of all outstanding awards. (2)Reflects shares available for issuance under the 2015 LTIP. If our stockholders approve the 2025 Incentive Plan, no further equity awards will be granted under the 2015 LTIP from and after the effective date of the 2025 Incentive Plan.

  122. Directors and Executive Officers

    Directors and Executive Officers The following table shows the beneficial ownership, as of March 27, 2025, of our common stock by each director, director nominee, NEO, and all current directors and executive officers as a group. The address of each beneficial owner listed in the table is c/o Royal Gold, Inc., 1144 15th Street, Suite 2500, Denver, Colorado 80202.

  123. Directors and Executive Officers

    | Name of Beneficial Owner | Common Stock | Stock options / SARs Exercisable within 60 Days | Shares Issuable within 60 Days under Director Deferred Compensation Plan | Total Beneficial Ownership* | | Non-Employee Directors and Director Nominees | | | | | | William Hayes | 10,302 | — | — | 10,302 | | Fabiana Chubbs | — | — | 5,129 | 5,129 | | Mark Isto | 25,249 | 1,089 | — | 26,338 | | Kevin McArthur | 10,814 | — | 11,439 | 22,253 | | Jamie Sokalsky | 11,200 | — | 9,409 | 20,609 | | Ronald Vance | 9,228 | — | 8,297 | 17,525 | | Sybil Veenman | 1,500 | — | 11,439 | 12,939 | | Named Executive Officers | | | | | | William Heissenbuttel | 114,893 | 21,992 | — | 136,885 | | Paul Libner | 21,749 | — | — | 21,749 | | Daniel Breeze | 14,474 | 3,736 | — | 18,210 | | Martin Raffield | 10,013 | — | — | 10,013 | | Randy Shefman | 10,660 | 2,060 | — | 12,720 | | All current directors and executive officers as a group (12 individuals) | 218,775 | 28,877 | 45,713 | 320,682 |

  124. Directors and Executive Officers

    * All directors and executive officers as a group own less than 1% of our outstanding common stock. The persons listed have sole voting and investment power with respect to the shares listed.

  125. Directors and Executive Officers

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