DEF 14A of NEWMONT Corp /DE/, Mar 11, 2024

DEF 14A of NEWMONT Corp /DE/

Filed Mar 11, 2024 · FY20230001104659-24-033021

Open on EDGAR

  1. Record Date: February 27, 2024

    | Pension Equalization Plan | 87 | | Retirement Savings Plan | 88 | | Savings Equalization Plan | 88 | | Potential Payments Upon Termination or Change of Control | 88 | | Potential Payments on Termination | 93 | | Pay Ratio of CEO to Median Employee | 95 | | Pay Versus Performance Table | 96 | | Tabular List of Financial Performance Measures | 100 | | Key CD&A Definitions | 101 | | REPORT OF THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION | 102 | | PROPOSAL THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 103 | | Independent Auditors Fees | 105 |

  2. Majority of Votes Cast Standard for the Election of Directors

    Majority of Votes Cast Standard for the Election of Directors Our By-Laws provide that in an uncontested election each Director will be elected by a vote of the majority of the votes cast, which means the number of votes cast “for” a Director’s election must exceed 50% of the number of votes cast with respect to that Director’s election. Votes cast shall include votes to withhold authority but shall exclude abstentions. Votes will not be deemed cast if no authority or direction is given. As such, abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained. If a nominee for Director does not receive the vote of at least a majority of votes cast with respect to that nominee at the Annual Meeting, it is the policy of the Board of Directors that the Director must tender their resignation to the Board. In such a case, the Corporate Governance and Nominating Committee will make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken, considering all of the facts and circumstances. The Director who has tendered their resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines are available on our website at http://www.newmont.com/about-us/governance-and-ethics/.

  3. Director Nominee Overview

    Director Nominee Overview The following overview, matrix and biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2024 Annual Meeting, based upon information furnished by each director.

  4. Board Diversity

    Board Diversity At Newmont, we believe it is essential that the commitment to diversity and reflecting Newmont’s values starts at the top. Newmont’s core value of inclusion and diversity helps us attract and retain the industry’s top talent so we can achieve differentiated business results today and well into the future. The Corporate Governance and Nominating Committee regularly evaluates the expertise and needs of the Board to determine the Board’s membership and size. As part of this evaluation, the Corporate Governance and Nominating Committee considers aspects of diversity, such as diversity of gender, race, ethnicity, nationality, age, education, industry, business background and experience in the selection of candidates to serve on the Board. As a global organization, Newmont benefits from having a diverse Board with deep senior management experience, in the industry as well as specialized fields, and across operating regions. We believe this broad range of skills and experience is an asset and enhances the Board’s ability to provide meaningful strategic oversight. Newmont’s Board composition reflects Newmont’s commitment to diversity with 63.6% of the independent Director nominees representing ethnic or gender diverse categories.

  5. Over 63% Ethnic/Gender Diversity

    Over 63% Ethnic/Gender Diversity 7 out of 11 independent director nominees are gender/ethnically diverse * Our Board is comprised of 11 independent non-executive directors and one executive director, our President and Chief Executive Officer. Newmont recognizes that there are multiple forms and spectrums of diversity. The above table represents only certain categories of diversity and is in response to shareholder requests for self-identified racial, ethnic and gender diversity of the Board. See the information which follows for more on the composition and backgrounds of our Board. Gender reporting is based upon self-identification by our Directors. Each Director nominee’s self-identified pronouns are listed in this proxy statement. Newmont’s leaders believe that encouraging pronoun sharing in the workplace is a step in fostering an environment that is open, welcoming, and safe for all employees. In connection with Newmont’s efforts to eliminate symbols of exclusions and to create an inclusive workplace, the Board previously amended the Company’s By-laws to incorporate gender-inclusive language. Newmont is taking proactive steps to ensure corporate documents and forms demonstrate respect for all people and are inclusive of all gender identity and gender expression in line with our values and people policy. See “Our People” on page 7 for additional information.

  6. Director Skills and Qualifications

    Director Skills and Qualifications In addition to meeting the minimum qualifications set out by the Board of Directors under “Process for Selecting New Directors,” on page 40, each nominee also brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including board service, operational delivery, extractive industry and mining, mergers and acquisitions, corporate governance, compensation, executive management, private equity, finance, operations, manufacturing, technology and cybersecurity, government, international business, health and safety, and environmental and social responsibility. The unique background, skills and qualifications that led the Board of Directors and the Corporate Governance and Nominating Committee to the conclusion that each of the nominees should serve as a Director for Newmont are set forth in the “2024 Director Nominees” section below.

  7. Director Skills and Qualifications

    | Skills, Qualifications and Experience | | | | | | | | | | Public Company CEO Experience | Accounting Experience | Health & Safety Experience | Compensation Expertise | | | | | | | Risk Management Experience | Mergers & Acquisition Experience | Extractive Experience | Leading Sustainability Academic | | | | | | | Environmental & Social Responsibility Experience | Public Company Chair or Lead Director Experience | International Business Experience | Finance Expertise | | | | | | | Innovation, Technology and Cybersecurity Experience | Government/Regulatory Affairs Experience | Designated Audit Committee Financial Expert | Operational and Project Delivery |

  8. Director Skills and Qualifications

    | SKILLS, QUALIFICATIONS AND EXPERIENCE | | | | | | | | | | | | | | | | | AIKEN | BOYCE | BROOK | CLARK | FITZGERALD | LAYMAN | MADERO | MÉDORI | NELSON | PALMER | QUINTANA | STORY | | Public Company CEO Experience | | | | | | | | | | | | | | | Public Company Chair or Lead Director Experience | | | | | | | | | | | | | | | Extractive Experience | | | | | | | | | | | | | | | Operational Delivery | | | | | | | | | | | | | | | International Business Experience | | | | | | | | | | | | | | | Mergers & Acquisition Experience | | | | | | | | | | | | | | | Finance Expertise | | | | | | | | | | | | | | | Designated Audit Committee Financial Expert | | | | | | | | | | | | | | | Accounting Experience | | | | | | | | | | | | | | | Environmental & Social Responsibility Experience | | | | | | | | | | | | | | | Health & Safety Experience | | | | | | | | | | | | | | | Compensation Expertise | | | | | | | | | | | | | | | Leading Academic | | | | | | | | | | | | | | | Risk Management Experience | | | | | | | | | | | | | | | Government/ Regulatory Affairs Experience | | | | | | | | | | | | | | | Innovation and Technology Expertise | | | | | | | | | | | | | |

  9. 2024 Director Nominees

    2024 Director Nominees Each of the twelve persons named below is a nominee for election as a Director at the Annual Meeting for a term of one year or until their successor is elected and qualified. As previously disclosed, Newmont added two of Newcrest’s directors to its Board of Directors. Mr. Philip Aiken AM and Ms. Sally-Anne Layman were elected as directors by the Board of Directors effective November 6, 2023 when the Newcrest Transaction was implemented. In addition, in accordance with the terms of the Newcrest Acquisition Scheme of Implementation Deed, Newmont agreed to recommend such individuals for election at the first annual meeting of Newmont stockholders following the implementation of the Newcrest Transaction. All other nominees were most recently elected at the 2023 Annual Meeting. Unless authority is withheld, the proxies will be voted for the election of such nominees. If any such nominees cannot be a candidate for election at the Annual Meeting, then the proxies will be voted either for a substitute nominee designated by the Board of Directors or for the election of only the remaining nominees.

  10. 2024 Director Nominees

    | Philip Aiken AM | Emma FitzGerald | Jane Nelson | | Gregory H. Boyce | Sally-Anne Layman | Tom Palmer | | Bruce R. Brook | José Manuel Madero | Julio M. Quintana | | Maura J. Clark | René Médori | Susan N. Story |

  11. 2024 Director Nominees

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

  12. 2024 Director Nominees

    | PHILIP AIKEN AM | | | | Independent Director Pronouns: he/him/his Age: 75 Director Since: November 2023 Board Committees: ▶ Leadership Development and Compensation | | Career Highlights Philip Aiken AM, 75, retired from BHP Billiton where he was Group President Energy and President BHP Petroleum from 1997 to 2006. Other notable executive roles include his tenure as Regional Director BOC Gases Europe, Regional Director BOC Gases South Pacific, Managing Director of CIG and Chief Executive of BTR-Nylex. Non-Executive roles have included Chairman of Aveva plc, Balfour Beatty plc, Robert Walters plc, and Non-Executive Director of National Grid plc, Kazakymys plc and Essar Energy plc. Mr. Aiken was also a Senior Advisor of Macquarie Bank (Europe), Director of Miclyn Express Offshore and Essar Oil (India) and Chairman of the 2004 World Energy Congress. He has served on the Boards of the Governor of Guangdong International Council, World Energy Council and Monash Mt Eliza Business School. Mr. Aiken holds a Bachelor of Engineering from the University of Sydney and attended the Advanced Management Program at Harvard Business School in 1989. | | | Director Qualifications: | | | | International Experience — Roles based in Australia, UK and USA, and extensive experience, through directorships, in operations in Canada, PNG, West Africa, Hong Kong, China, Singapore, India and Kazakstan. | | | Executive Management Skills — Previous roles as Group President of BHP Billiton’s Energy business, President of BHP Petroleum, Managing Director of BOC/CIG, and Chief Executive of BTR Nylex. | | | Academic Leadership — Previous role as Director of Monash Mt Eliza Business School. | | | Operational and Industry Expertise — Over five decades of experience, having occupied numerous roles as director or adviser to notable companies in the engineering, energy, and resources sectors. | | | Health, Safety, Environmental and Social Responsibility Experience — Experience serving as Director of New Energy One Acquisition and formerly a director of numerous energy and resources companies, and member and/or Chairman of committees relating to Health, Safety, Environmental and/or Social Responsibility at Newcrest Mining Limited, Balfour Beatty, National Grid plc, Miclyn Express Offshore Ltd, Essar Oil and Kazakhmys, plc. | | | Board Experience — Service on the Company’s Board of Directors since 2023. Currently also serves on the Board of New Energy One Acquisition Corporation plc since 2022 and as the Chair of the Remuneration Committee. Previously served on Newcrest Mining Limited’s Board of Directors from 2013 to 2023. Also previously served as Chairman of Aveva Group plc from 2013 to 2023 and Chairman of Balfour Beatty plc from 2015 to 2021. |

  13. 2024 Director Nominees

    | GREGORY H. BOYCE | | | | Independent Chair of the Board Pronouns: he/him/his Age: 69 Director Since: October 2015, Independent Chair since 2021 Board Committees: ▶ Corporate Governance and Nominating (Chair) ▶ Leadership Development and Compensation ▶ Executive-Finance (Chair) | | Career Highlights Gregory H. Boyce, 69, retired from Peabody Energy Corporation in 2015 as Executive Chairman and Chief Executive Officer. Mr. Boyce joined Peabody in 2003 as President and Chief Operating Officer and served as Chief Executive Officer from 2006 to 2015. Prior to joining Peabody, Mr. Boyce served as Chief Executive Officer — Energy for international mining company Rio Tinto in London, and other various executive roles with Rio Tinto Group from 1989 to 2003. Mr. Boyce holds a Bachelor of Science in Mining Engineering from the University of Arizona and an Advanced Management Program degree from Harvard University’s Graduate School of Business. | | | Director Qualifications: | | | | CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Peabody Energy Corporation and other executive management positions noted above. | | | Operational and Industry Expertise — Over 44 years of experience in the global energy and mining industries. Past Chairman of the National Mining Association. Chair of Lowell Institute for Mineral Resources Board at the University of Arizona. | | | Health, Safety, Environmental and Social Responsibility Experience — Experience managing matters related to regulatory, policy and social responsibility in executive roles, as well as during service on ESR committees of both Marathon Oil and Monsanto Company. Past member of Board of Trustees of Washington University of St. Louis and past member of Civic Progress in St. Louis. Member Board of Trustees of Heard Museum in Phoenix, Arizona. In-depth experience in environmental and sustainability matters, including development and implementation of Peabody Energy’s ESG and climate programs and work with local governments and indigenous groups to develop sustainable mining frameworks. | | | International Experience — Extensive senior executive experience working with multinational energy and mining operations, including with Peabody Energy Corporation and Rio Tinto plc (an international natural resource company) as Chief Executive Officer — Energy. Prior to his service with Rio Tinto, Mr. Boyce worked for over 10 years in various operational roles of increasing responsibility with Kennecott, a global natural resources company. He also served on the Board of Monsanto Company, a multinational agrochemical and agricultural biotechnology company for more than five years. | | | Compensation Expertise — Experience serving as a Chair of Marathon Oil’s Compensation Committee, as a member of Monsanto’s People and Compensation and as a member of Newmont’s Leadership Development and Compensation Committee. Participation in compensation, benefits and related decisions in senior executive roles. | | | Board Experience — Service on the Company’s Board of Directors since October 2015 including as Independent Chair since 2021. Prior service on the board of Marathon Oil Corporation from 2008 to 2021, having served as Lead Independent Director from February 2019 to May 2021. Formerly served as Executive Chairman of Peabody Energy Corporation from 2007 to 2015 and as a director from 2005 to 2015 and as a Director of Monsanto Company from 2013 to 2018. |

  14. 2024 Director Nominees

    | BRUCE R. BROOK | | | | Senior Independent Director Pronouns: he/him/his Age: 68 Director Since: October 2011 Board Committees: ▶ Audit (Chair) ▶ Corporate Governance and Nominating ▶ Executive-Finance | | Career Highlights Bruce R. Brook, 68, retired from WMC Resources Limited in 2005 where he was Chief Financial Officer. Mr. Brook also held key executive roles including Deputy Chief Finance Officer of ANZ Banking Group Limited, Group Chief Accountant of Pacific Dunlop Limited and General Manager, Group Accounting positions at CRA Limited and Pasminco Limited. Mr. Brook has extensive board, Audit Committee and executive leadership experience in diverse industries, including mining, finance, manufacturing and chemicals. Mr. Brook holds a Bachelor of Commerce and Accounting from University of the Witwatersrand. Mr. Brook is also a Fellow of the Institute of Accountants in Australia and New Zealand and is a member of the Australian Institute of Company Directors. | | | Director Qualifications: | | | | Financial Expertise — Chair of Newmont’s Audit Committee, the Audit and Risk Management Committee of CSL Limited, and Chair of the Audit Committee at Incitec Pivot Limited. Prior service as the Chair of the numerous Audit Committees as described below in Board Experience. Former member of the Financial Reporting Council, an agency of the Australian Commonwealth from 2006 to 2012, which oversees the work of the Accounting Standards Board and the Auditing Standards Board and advises the Australian Government on matters relating to corporate regulation. Former member of the Director Advisory Panel of the Australian Securities and Investment Commission from 2013 to 2018. Finance executive experience as Chief Financial Officer of WMC Resources Limited from 2002 to 2005. He also held key executive roles including Deputy Chief Finance Officer of ANZ Banking Group Limited, Group Chief Accountant of Pacific Dunlop Limited and General Manager, Group Accounting positions at CRA Limited and Pasminco Limited. | | | International Experience — Extensive prior international experience as a Director of multiple international companies, including Boart Longyear Limited, Programmed Group, CSL Limited and Incitec Pivot Limited. | | | Operational and Industry Expertise — Experience as a Director of Lihir Gold Limited, Energy Developments Limited, Consolidated Minerals Limited and Deep Exploration Technologies Cooperative Research Centre, a collaborative research program researching safer, more advanced and more cost-effective geological exploration and drilling methods. Currently serves as a Director at Incitec Pivot, a global manufacturer and distributor of industrial chemicals, explosives, and fertilizers. Expertise in cybersecurity matters including risk appetite, framework and assessments, and insurance, as well as the specific assessments of various companies’ cyber defense programs and numerous internal audit assessments around cyber controls. | | | Health, Safety, Environmental and Social Responsibility Experience — Extensive governance expertise over more than 30 years in senior executive and director roles, including as chair of numerous audit and risk committees, National President of G100 (an Australian CFO organization representing the 100 largest companies), member of ASIC Director Advisory Council and AICD’s Corporate Governance Advisory Committee. In various roles, he has also held responsibility for assessment of the financial consequences of environmental strategies and development and implementation of both risk management systems and information technology systems. Mr. Brook has developed deep knowledge in connection with oversight of carbon reduction programs (including assessment and development of climate metrics, targets, strategies and reports), quality and regulatory matters, and cyber security (including defense programs and assessments of cyber-related controls). | | | Board Experience — Service on the Company’s Board of Directors since 2011 and as Chair of the Audit Committee since 2016. Currently also serves on the boards of CSL Limited, Incitec Pivot Limited and Djerriwarrh Investments Limited. Former Director and Chair of Programmed Group from 2010 to 2017. Former Director and Chair of the Audit Committees of Boart Longyear Limited from 2007 to 2015), Lihir Gold Limited, Consolidated Minerals Limited, Energy Developments Limited and Snowy Hydro Limited and former independent Chair of Energy Developments Limited. |

  15. 2024 Director Nominees

    | MAURA J. CLARK | | | | Independent Director Pronouns: she/her/hers Age: 65 Director Since: April 2020 Board Committees: ▶ Leadership Development and Compensation | | Career Highlights Maura J. Clark, 65, retired from Direct Energy, a subsidiary of Centrica plc, in March 2014 where she was President of Direct Energy Business, a leading energy retailer in Canada and the United States. Previously, Ms. Clark was Executive Vice President of North American Strategy and Mergers and Acquisitions for Direct Energy. Ms. Clark’s prior experience includes investment banking and serving as Chief Financial Officer of an independent oil refining and marketing company. Ms. Clark has extensive board, Audit Committee, strategic finance and executive leadership experience. Ms. Clark holds a Bachelor of Arts in Economics from Queen’s University. She is a member of the Association of Chartered Professional Accountants of Ontario. | | | Director Qualifications: | | | | Financial Expertise — Service on the Audit Committee of Nutrien and service on the Audit Committee of Fortis Inc. Former Chair of the Elizabeth Arden Audit Committee. Experience as Managing Director, Investment Banking Division with The Goldman Sachs Group from 2000 to 2003 and as Executive Vice President, Corporate Development & Chief Financial Officers of Premcor Inc. from 1995 to 2000. Prior experience includes investment banking and serving as Chief Financial Officer of an independent oil refining and marketing company. Qualified as a Chartered Professional Accountant. | | | Executive Management Skills — Former President, Direct Energy Business from 2007 to 2014, during which time revenues grew from $2B to $10B through the expansion of products and services, organic sales and transformational mergers and acquisitions. Served as Executive Vice President, North American Strategy and M&A for Direct Energy prior to serving as President. Led strategy development and all merger and acquisition activity. | | | International Experience — Extensive international experience as a Director of multiple international companies, including Nutrien, and formerly Garret Motion and Elizabeth Arden. | | | Operational and Industry Expertise — Over 25 years of experience in the global energy and natural resources industries. Prior Managing Director with Goldman Sachs, where she provided strategic banking and debt financing solutions to clients in the natural resources and industrial sectors, including merchant power, gas and electric utilities, refining, propane, water, chemicals and industrial businesses. Former CFO of Premcor, an independent refiner and marketer of petroleum products. | | | Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a leader in the energy business managing matters related to regulatory, policy and social responsibility. Additional experience as a director and as a member of the Governance and Sustainability Committee of Nutrien, the world’s largest provider of crop inputs, services and solutions. | | | Compensation Expertise — Experience serving as a member of Garret Motion’s Compensation Committee and as a member of Nutrien’s Human Resources and Compensation Committee and participation in compensation, benefits and related decisions in senior executive roles. | | | Board Experience — Service on the Company’s Board of Directors since 2020. Currently also serves on the Board of Fortis, Inc. from 2015 to present, and Nutrien Ltd. from 2018 to present. Prior service on the Garrett Motion, Inc. Board from October 2018 to September 2020. Prior service on the Agrium Inc. Board (merged with Potash Corp and created Nutrien) from 2016 to 2018 and prior service on the Board of Elizabeth Arden Inc. from 2005 to 2016. |

  16. 2024 Director Nominees

    | EMMA FITZGERALD | | | | Independent Director Pronouns: she/her/hers Age: 57 Director Since: December 2021 Board Committees: ▶ Safety and Sustainability | | Career Highlights Dr. Emma FitzGerald, 57, retired from Puma Energy International, a global energy business, focused on delivering energy solutions in Central America, Africa and Asia, in 2021 as Chief Executive Officer and Executive Director. Prior to joining Puma Energy, Dr. FitzGerald served as Executive Director of Severn Trent plc, a UK water & waste services business, from 2015 to 2018. From 2013 to 2015 she served as Chief Executive Officer of gas distribution at National Grid plc, a UK utility, and prior to that she spent over 20 years with Royal Dutch Shell in various senior leadership roles in the Downstream businesses. Currently Independent Non-Executive Director of Seplat Energy plc and UPM Kymmene oyj. Dr. FitzGerald holds a Master of Business Administration from Manchester Business School, and a Doctor of Philosophy in Surface Chemistry from Balliol College, Oxford University and Advanced Certificate in Executive Coaching. | | | Director Qualifications: | | | | CEO/Executive Management Skills — Former Chief Executive Officer of Puma Energy International with extensive international experience running large customer facing industrial, retail and utilities businesses. | | | Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a thought leader in the energy and water industry in matters related to outcome based regulatory policy, circular economy and social responsibility. Service on the Energy Transition and Sustainability Committees of Seplat Energy plc. From 2007 to 2010 she played a key role in reshaping Shell’s renewables strategy. From 2013 to 2018, she ran gas distribution and water & waste networks for National Grid and Severn Trent where she successfully positioned them as sustainability thought leaders. She is a portfolio advisor of Oxford Science Enterprises and a mentor on the Creative Destruction Lab Climate stream to enable acceleration of innovations to support energy transition and application of smart materials to drive performance. | | | Operational and Industry Expertise — Over 30 years of experience in driving value creation in international energy and water industries and brings a deep understanding of the complexities of customer facing energy businesses and the extraction sector. | | | International Experience — Extensive international experience as an executive and a director of multiple international and multinational energy, water and distribution services companies, including prior experience with Puma Energy International, Royal Dutch Shell, DCC plc, Cookson Group plc, Alent plc and the International Leadership Advisory Board of the Singapore Prime Minister’s Office. | | | Financial Expertise — In addition to senior executive experience, she was a member of the Remuneration Committee and a former member of the Audit Committee of UPM Kymmene from April 2020 to April 2022 and is a current member of the Finance and Audit Committee and Chair of the Remuneration Committee of Seplat Energy plc. | | | Board Experience — Service on the Company’s Board of Directors since 2021. Currently also serves on the Board of Seplat Energy and as Chair of the Remuneration Committee from 2021 to present and the Board of UPM Kymmene Oyj from March 2020 to present (and plans to retire from the UPM Board, effective April 4, 2024). Prior service on the Puma Energy International, Severn Trent plc Boards as an Executive Director, Cookson Group plc, Alent plc, DCC plc Boards as an Independent Non-Executive Director between 2011 and 2021 and the board of Graphene Manufacturing Group Ltd. from 2022 to November 2023. |

  17. 2024 Director Nominees

    | SALLY-ANNE LAYMAN | | | | Independent Director Pronouns: she/her/hers Age: 50 Director Since: November 2023 Board Committees: ▶ Safety and Sustainability | | Career Highlights Sally-Anne Layman, 50, retired from Macquarie Group Limited where she was Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. Prior to that, Ms. Layman was a Mining Engineer at Mount Isa Mines, Production Engineer and Alternate Underground Manager at Great Central mines, Accountant at Normandy Yandal, and Management Accountant at Western Metals Limited. Ms. Layman holds a Bachelor of Engineering in Mining with Honors from Curtin University, a Bachelor of Commerce from the University of Southern Queensland, a First Class Mine Managers Certificate of Competency from the WA Department of Mines and Petroleum and she is a Certified Practicing Accountant. | | | Director Qualifications: | | | | International Experience — Roles based in Australia, Canada and USA, and extensive experience, through directorships, in operations in PNG, West Africa and New Zealand. Also involved in many global M&A and resource financing deals as an investment banker at Macquarie Bank. Ms. Layman has diverse international experience in the resources sector and financial markets. | | | Executive Management Skills — Previous roles at Macquarie Group Limited, including as Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. | | | Operational and Industry Expertise — Over 30 years of international experience in resources and corporate finance. She spent 14 years with Macquarie Group in a range of senior positions, including as Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. Prior to that, Ms. Layman was a Mining Engineer at Mount Isa Mines, Production Engineer and Alternate Underground Manager at Great Central mines, Accountant at Normandy Yandal, and Management Accountant at Western Metals Limited. | | | Health, Safety, Environmental and Social Responsibility Experience — Director of Beach Energy Limited, Imdex Ltd, and Pilbara Minerals Ltd. and member and/or Chair of committees relating to Health, Safety, Environmental and/or Social Responsibility at Beach Energy Limited, Imdex Ltd, and Pilbara Minerals Ltd and formerly a member of Newcrest Mining Limited Safety and Sustainability Committee. Formerly Alternate Underground Manager at Great Central Mines. | | | Board Experience — Service on Newmont’s Board of Directors since 2023. Currently also serves on the Board of Beach Energy Limited since 2019, and as Chair of the Audit Committee and as a member of the Remuneration and Nomination and Risk, and Corporate Governance and Sustainability Committees and on the Boards of Imdex Ltd. since 2017 as the Chair of the Audit, Risk and Compliance and Sustainability Committees and Pilbara Minerals Ltd since 2018 as the Chair of the Sustainability Committee and as a member of the Audit and Risk Committee. Previously served on the Board of Newcrest Mining Limited from 2020 to 2023. Previously also served on the Boards of Perseus Mining Limited and Gascoyne Resources Ltd. |

  18. 2024 Director Nominees

    | JOSÉ MANUEL MADERO | | | | Independent Director Pronouns: he/him/his Age: 55 Director Since: April 2021 Board Committees: ▶ Safety and Sustainability | | Career Highlights José Manuel Madero, 55, is the Founder and Managing Partner of Bizwp SC, a consulting firm with a strong focus on advising companies in increasing Social/Financial Profitability based out of Mexico City. From 2015 to 2019, Mr. Madero served as Chief Executive Officer at Grupo Bepensa, a Mexican business conglomerate comprised of 40 companies across the industrial, automotive, financial services, and non-alcoholic and alcoholic beverage sectors and from 2005 to 2015, Mr. Madero held various senior management positions at Monsanto Company. Mr. Madero holds a Bachelor of Science in Mine Engineering from the Colorado School of Mines and a Master of Business Administration in Entrepreneurship and International Business Finance from FW Ollin Graduate School of Business at Babson College. | | | Director Qualifications: | | | | Financial Expertise — Current member of the Audit Committee of Constellation Brands. Experience as a finance, strategy and business development executive and consultant and serves on the board of Vector Casa de Bolsa, a full-service broker dealer and wealth manager with specialized products and services designed for individual investors, companies, institutional funds and government in Mexico, the U.S. and Latam. | | | Executive Management Skills — Former Chief Executive Officer, Grupo Bepensa, across the industrial, automotive, financial services, and non-alcoholic and alcoholic beverage sectors from February 2015 to February 2019. Prior to joining Grupo Bepensa, Mr. Madero served in a number of senior leadership roles at Monsanto Company and Grupo Pulsar. Mr. Madero has proven expertise in successfully running operations throughout Latin America, the United States, EMEA and Australia, while working effectively with local governments and communities to promote economic development. Mr. Madero also has extensive international business development, mergers and acquisition and supply chain experience. | | | International Experience — Founder & Managing Partner of Bizwp SC which provides international finance, strategy and business development consulting services. From 2005 to 2015, Mr. Madero held a series of senior management roles at Monsanto Company across multiple international locations and functions including Vice President of International Business Development, President of EMEA (Europe, Middle East, Africa), President of Latin America North, Vice President of Commercial Operations for Latin America South and President of Australia and New Zealand and was Global Vice President of Supply Chain of Seminis Vegetables Seeds. | | | Operational and Industry Expertise — Served in engineering operations and superintendent roles with Grupo Mexico, the largest mining business conglomerate in Mexico and a worldwide copper producer. | | | Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a leader in global companies managing matters related to regulatory, policy and social responsibility. | | | Board Experience — Service on the Company’s Board of Directors since 2021. Currently also serves on the Board of Constellation Brands, Inc. from 2019 to present. From July 2023 to March 2024 he served as the Interim Board Chair and also a member of the Audit Committee. |

  19. 2024 Director Nominees

    | RENÉ MÉDORI | | | | Independent Director Pronouns: he/him/his Age: 66 Director since: April 2018 Board Committees: ▶ Audit | | Career Highlights René Médori, 66, retired from Anglo American plc in 2018 where he was Finance Director since 2005. Until 2017, Mr. Médori was a non-executive director of De Beers and Anglo American Platinum Limited. He was a non-executive director of SSE plc until December 2017 and Cobham plc until January 2020. Mr. Médori holds a doctorate in economics and degrees in finance and economics from the Université de Paris-Dauphine, France, and completed the Financial Management Program at the Graduate School of Business, Stanford University. | | | Director Qualifications: | | | | Financial Expertise — Current Chair of the Audit Committee of Vinci SA. Former Chair of Cobham plc Audit Committee. Significant financial and commercial expertise from capital intensive businesses, supplying products to the oil refining, steel and mining industries and experience in international finance in the UK, Europe and the US. Former Finance Director of The BOC Group plc. | | | International Experience — Extensive international experience as a director of multiple international and multinational mining and energy companies, including Anglo American plc, Petrofac Ltd, SSE plc and The BOC Group plc. | | | Operational and Industry Expertise — Extensive experience in the global energy and mining industries. Service as a director of Anglo American plc, a global mining company; as a director of Petrofac, a leading international service provider to the oil and gas production and processing industry; and as a director of SSE plc, a Scottish energy company headquartered in Perth, Scotland, United Kingdom. | | | Health, Safety, Environmental and Social Responsibility Experience — Experience managing matters related to regulatory, policy and social responsibility. | | | Board Experience — Service on the Company’s Board of Directors since 2018. Currently also serves as the Non-executive Chair for Petrofac Ltd and serves as the Chair of the Nominations Committee and Chair of the Board of Petrofac since 2018. Currently also serves on the board of Vinci SA. Formerly served on the boards of Cobham plc, Anglo American plc, AngloGold Ashanti ( JSE); Anglo American Platinum (JSE); SSE plc and The BOC Group plc. |

  20. 2024 Director Nominees

    | JANE NELSON | | | | Independent Director Pronouns: she/her/hers Age: 63 Director Since: October 2011 Board Committees: ▶ Safety and Sustainability (Chair) ▶ Corporate Governance and Nominating | | Career Highlights Jane Nelson, 63, is Founding Director of the Corporate Responsibility Initiative at Harvard Kennedy School, and a nonresident senior fellow at the Global Economy and Development Program at the Brookings Institution. From 1993 to 2009, Ms. Nelson was a Director at the International Business Leaders Forum, and a senior advisor until 2013. Ms. Nelson is a former Senior Associate at the Institute for Sustainability Leadership, University of Cambridge and has served on advisory committees to over 45 global corporations, non-governmental organizations and government bodies since 1992. Ms. Nelson holds a Master of Arts and Bachelor of Arts in Philosophy in Politics and Economics from the University of Oxford and a Bachelor of Science in Agriculture with a major in Economics (cum laude) from the University of Natal (now University of KwaZulu-Natal), South Africa, and is a former Rhodes Scholar. | | | Director Qualifications: | | | | International Experience — Former director at the International Business Leaders Forum; previously worked in the office of the United Nations Secretary-General with the UN Global Compact, and for the World Business Council for Sustainable Development in Africa, for FUNDES in Latin America, and as a Vice President at Citibank working in Asia, Europe and the Middle East. Member of the World Economic Forum’s Global Future Council on Good Governance. Previously on the Economic Advisory Board of the International Finance Corporation (IFC), Leadership Council of the Initiative for Global Development, Co-Chair of the World Economic Forum’s Global Future Council on Transparency and Anti-Corruption, and member, Global Future Council on International Governance, Public-Private Cooperation and Sustainable Development. | | | Health, Safety, Environmental and Social Responsibility Expertise — Founding Director of Harvard Kennedy School’s Corporate Responsibility Initiative. Commissioner of the Business Commission to Tackle Inequity, World Business Council for Sustainable Development. One of the five track leaders for the Clinton Global Initiative in 2009, leading the track on Developing Human Capital. Current Chair of Newmont’s Safety and Sustainability Committee. Expertise in ESG Matters including service as an expert adviser and/or facilitator in the development of a variety of United Nations, World Bank, World Economic Forum and other initiatives to develop and/or update global frameworks on responsible business conduct in areas ranging from respect for human rights to supporting the Millennium Development Goals and Sustainable Development Goals. Member, World Economic Forum’s Community of Climate Governance Experts. Recognized in the King of the United Kingdom’s 2024 New Year Overseas and International Honors List, and appointed as a Companion of the Order of St Michael and St George (CMG), for her extensive contributions to business and to sustainability. | | | Academic Experience — Director, Corporate Responsibility Initiative and adjunct lecturer in Public Policy, Harvard Kennedy School. Former lecturer in executive education programs at Harvard Business School and Harvard’s Advanced Leadership Initiative and visiting lecturer in sustainability for Schwarzman Scholars program at Tsinghua University. Nonresident senior fellow at the Brookings Institution and a former senior associate at Cambridge University’s Institute for Sustainability Leadership. Is the Author or co-author of six books and over 100 publications on corporate responsibility, sustainability, ESG, public private partnerships and the role of business in global development, including the Academy of Management’s 2015 Best Book Award in the Social Issues in Management Division. | | | Industry Expertise — Previous service on ExxonMobil’s External Sustainability Advisory Panel, GE’s Sustainability Advisory Council; and Independent Advisory Panel, International Council on Mining and Metals Resource Endowment initiative; former external adviser to World Bank Group on social impacts in mining, oil and gas sector. | | | Board Experience — Service on the Company’s Board of Directors since 2011. Currently also serves on the Board of South32 since May 2023 and as a member of the Sustainability and Nomination and Governance Committees since June 2023. Prior service on the Board of the Abraaj Group, FSG, SITA (now SUEZ) and the World Environment Center (now an Emeritus Director). |

  21. 2024 Director Nominees

    | TOM PALMER | | | | President and Chief Executive Officer Pronouns: he/him/his Age: 56 Director Since: October 2019 Board Committees: ▶ Executive-Finance | | Career Highlights Tom Palmer, 56, is President and Chief Executive Officer and joined Newmont’s Board of Directors on October 1, 2019. Mr. Palmer served as President since June 2019 and as President and Chief Operating Officer from November 2018 until June 2019. Previously, he served as Executive Vice President and Chief Operating Officer since May 2016. Mr. Palmer was elected Senior Vice President, Asia Pacific in February 2015 after serving as Senior Vice President, Indonesia since March 2014. Mr. Palmer holds a Bachelor of Science degree in Engineering from Monash University and a Master of Science in Engineering from Monash University in Melbourne, Australia. | | | Director Qualifications: | | | | CEO/Executive Management Skills — Currently serving as Newmont’s President and Chief Executive Officer. Extensive leadership experience in prior roles with Newmont and previously with Rio Tinto’s bauxite and alumina, coal, copper, iron ore and technology businesses leading global teams, improving safety, profitability, sustainability and diversity. | | | Operational and Industry Expertise — Over 27 years of operational experience in the mining industry with senior executive oversight of operations, labor relations and regulatory issues. Worked in a variety of roles across a number of commodities over a 20-year career with Rio Tinto, including Chief Operating Officer, Pilbara Mines, Rio Tinto Iron Ore; General Manager, Technology for the Bauxite and Alumina business; General Manager, Operations at Hail Creek coal mine; and General Manager, Asset Management at Palabora Mining Company in South Africa. | | | International Experience — Extensive senior executive experience working with multinational mining operations in Australia, Indonesia, South Africa, and North America. Member of the World Gold Council, the International Council on Mining and Metals and the World Economic Forum Mining and Metals Board of Governors. | | | Health, Safety, Environmental and Social Responsibility Experience — Strong commitment to improving safety and productivity through implementation of safety culture programs. Prior service on the Board of the Minerals Council of Australia and former Chair of the Council’s Health and Safety Committee. | | | Labor and Compensation Expertise — Extensive labor relations and compensation experience in various senior executive roles including deep knowledge of organizational design, leadership development and talent management and oversight of human relations functions. | | | Board Experience — Service on the Company’s Board of Directors since October 2019 and prior service on the Board of the Minerals Council of Australia. |

  22. 2024 Director Nominees

    | JULIO M. QUINTANA | | | | Independent Director Pronouns: he/him/his Age: 64 Director Since: October 2015 Board Committees: ▶ Leadership Development and Compensation (Chair) ▶ Corporate Governance and Nominating | | Career Highlights Julio M. Quintana, 64, retired from Tesco Corporation in 2014 as President and Chief Executive Officer and as a Director from September 2004 to May 2015. From 2004 to 2005, Mr. Quintana served as Tesco’s Executive Vice President and Chief Operating Officer. From 1999 to 2004, Mr. Quintana served in various executive roles for Schlumberger Technology Corporation. Prior to joining Schlumberger, Mr. Quintana spent nearly 20 years in the oil and gas exploration and production business in various operational roles for Unocal Corporation. Mr. Quintana holds a Bachelor of Science degree in Mechanical Engineering from the University of Southern California, Los Angeles and is a licensed professional petroleum engineer in the State of California. | | | Director Qualifications: | | | | CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Tesco Corporation, a public company listed on NASDAQ, and other executive management positions noted above. | | | Operational and Industry Expertise — Over 40 years of experience in various aspects of the oil and gas exploration and production industry, including strong experience in upstream operations, a deep understanding of drilling and asset management technologies as former President and Chief Executive Officer and as Executive Vice President and Chief Operating Officer of Tesco Corporation, former Vice President of Exploitation of Schlumberger and as a current director of SM Energy since 2006. | | | International Experience — Extensive senior executive experience working with multinational drilling and exploration operations, including with Tesco Corporation and Schlumberger. Prior to Schlumberger, worked for almost 20 years in various operational roles for Unocal Corporation, a global petroleum exploration and production company. | | | Technology and Innovation Expertise — Experience in senior operating and exploration roles. Served as chair of Newmont’s former Advisory Innovation and Technology Committee in 2019 and 2020, which assisted with matters of innovation and technology in support of the Company’s strategy and initiatives. Received a certificate in cyber-risk oversight from National Association of Corporate Directors. | | | Financial Experience — Extensive financial management experience in senior executive roles and as a member of the Audit Committee for SM Energy, Basic Energy Services and California Resources Corporation. | | | Compensation Expertise — Experience serving as a member of the Company’s Leadership Development and Compensation Committee and as a member of SM Energy’s and Basic Energy’s Compensation Committees. Participation in compensation, benefits and related decisions in senior executive, public company roles. | | | Board Experience — Service on the Company’s Board of Directors since October 2015. Currently also serves on the Board of SM Energy Company as Chairman of the Board and Chairperson of the Executive Committee and on the Board of California Resources Corporation. Former Chair of Basic Energy Services and former director of Tesco Corporation. |

  23. 2024 Director Nominees

    | SUSAN N. STORY | | | | Independent Director Pronouns: she/her/hers Age: 64 Director Since: September 2020 Board Committees: ▶ Audit | | Career Highlights Susan N. Story, 64, retired from American Water Works Company, Inc. in 2020 as President and Chief Executive Officer. She joined American Water as Senior Vice President and Chief Financial Officer in 2013. Prior to joining American Water, Ms. Story served as Executive Vice President of Southern Company, and in other executive positions with subsidiaries of Southern, including President and Chief Executive Officer of Southern Company Services from 2011 to 2013 and President of Gulf Power Company from 2003 to 2010. Ms. Story holds a Bachelor of Science in Industrial Engineering from Auburn University and a Master of Business Administration from the University of Alabama at Birmingham. | | | Director Qualifications: | | | | CEO/Executive Management Skills — Former President and Chief Executive Officer of American Water. During her tenure, American Water became the first, and continues to be the only, water utility on the S&P 500. Additional executive management positions with Southern as noted above. | | | Human Capital Management Expertise — Extensive senior executive experience recruiting, hiring and training an evolving workforce population, and mitigating rising employee healthcare costs through innovative partnerships and programs and participation in compensation, benefits and related decisions in senior executive roles. Extensive experience working with 15 different U.S. unions across the U.S. and at the national level. | | | Financial Expertise — Experience as CFO and CEO of American Water included numerous acquisitions which required significant and deep financial analysis of target organizations’ accounting, finance, regulatory and operations information. In addition to her prior executive experience, she is a current member of the Finance and Risk Oversight Committee and prior member of the Audit Committee of Dominion Energy and is a current member of the Audit Committee of Carrier Global Corporation. She was previously the Lead Director of Raymond James Financial, a diversified financial services company, and served on the Capital Panning Committee (previously the Securities Repurchase and Securities Offerings Committees). | | | Operational and Technology Expertise — Over 39 years of experience working in energy, electricity, and water industries, including as executive and vice president engineering and construction services of Southern Company overseeing $1-2B construction projects annually. Expertise in cybersecurity including based upon experience as President and CEO of American Water with direct responsibility for the Chief Technology Officer and physical and cyber security efforts for critical drinking water and water infrastructure serving 12 million people as well as serving 17 military installations, and as President and CEO of Southern Company Services, which role included direct responsibility for the Information Technology organization responsible for cybersecurity for critical electrical infrastructure, including transmission and distribution grids. She has led multiple cyber simulations and drills and collaborated with state and federal agencies in connection with simulations and scenario planning. | | | Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a leader in the water, energy and electricity business managing matters related to regulatory, policy and social responsibility. Experience includes extensive interaction with state and federal regulators in connection with policy matters. Recognized as a leading voice in ESG, including in connection with her focus on environmental, social and governance programs and commitments at American Water. Chair of Dominion Energy Sustainability and Corporate Responsibility Committee. | | | Board Experience — Service on the Company’s Board of Directors since September 2020. Currently also serves on the Board of Dominion Energy, Inc. from 2017 to present and the Board of Carrier Global Corporation and a member of the Audit and Compensation committees from January 2023 to present. She previously served on the Board of Raymond James Financial, Inc. from 2008 to February 2023, including as Lead Independent Director from February 2016 to February 2023. Prior service on the American Water Works Company Inc. Board from 2014 to 2020. |

  24. Independent Compensation Consultant

    Independent Compensation Consultant For executive compensation consulting services in 2023, the Board of Directors engaged Frederic W. Cook & Co., Inc. (“FW Cook”). The Board uses a best practice approach of engaging separate advisors for Board compensation and management compensation to minimize the potential for conflict of interest. For a description of the executive compensation consulting services provided by FW Cook to the Leadership Development and Compensation Committee (“LDCC”) of the Board of Directors, see the “Role of the Independent Compensation Consultant” on page 53. The Board of Directors and Corporate Governance and Nominating Committee also engaged Willis Towers Watson PLC (WTW) to assist in the evaluation of independent Director compensation in 2023. See “Director Compensation” on page 44.

  25. Director Compensation

    Director Compensation The following table shows the compensation program applied to each of our non-employee Directors during 2023:

  26. Director Compensation

    | Annual Retainer | $135,000 for each Director | | | $30,000 for the Chair of the Audit Committee | | | $25,000 for the Chair of the Leadership Development and Compensation Committee | | | $20,000 for the Chair of the Corporate Governance and Nominating Committee | | | $25,000 for the Chair of the Safety and Sustainability Committee | | | $280,000 for the Non-Executive Chair of the Board | | Stock Award | $180,000 of common stock or director stock units each year under the 2020 Stock Incentive Compensation Plan. The fair market value is determined on the first business day following election by the Board or re-election at the Company’s Annual Meeting, or as soon as administratively possible. |

  27. 2024 Director Compensation Program

    2024 Director Compensation Program The Board of Directors compensation program is reviewed by the Corporate Governance and Nominating Committee of the Board regularly to ensure the program aligns with market practice and supports recruitment and retention efforts. The program is compared to compensation for the companies in our executive Compensation Peer group (see page 55 for review of peer companies) to ensure alignment with companies of a similar business scope and size. A secondary review is completed assessing practices for direct mining industry peers (comprised of Agnico Eagle Mines Limited, Anglo American plc, AngloGold Ashanti plc, Barrick Gold Corporation, BHP Group Limited, Freeport-McMoRan Inc., Kinross Gold Corporation, Newcrest Mining Limited and Rio Tinto Group). In 2024, the Corporate Governance and Nominating Committee of the Board engaged in its annual review of the non-executive director compensation program, supported by analysis of pay levels for the Board as a whole, typical director, leadership directors (a director with a committee leadership role), and independent Chair prepared by the Company’s third-party consultant, WTW. The program was determined to continue to be competitive, and it was determined that no changes to the program are recommended for 2024. As part of the Corporate Governance and Nominating Committee’s review, the Senior Independent Director led an executive session, without the Chair present, to review and assess Board Chair compensation under the program. The Committee considered the independent Chair’s role and workload, including in connection with complex strategic matters, such as the recent Newcrest acquisition, his role as Chair of Corporate Governance and Nominating Committee and a member of the Leadership Development and Compensation Committee, and assessed compensation against our Compensation Peer Group and mining peers. Based upon this analysis, the Corporate Governance and Nominating Committee considered the Chair’s compensation to be reasonable and competitive, and that no changes are recommended for 2024.

  28. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023 The following table presents compensation by non-employee directors for services rendered in fiscal 2023 as calculated in accordance with SEC rules.

  29. Director Compensation for Fiscal 2023

    | NAME(1) | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS (2) ($) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Philip Aiken AM(3) | $20,543 | $84,329 | $— | $104,872 | | Patrick G. Awuah, Jr. | $135,000 | $180,000 | $— | $315,000 | | Gregory H. Boyce | $435,000 | $180,000 | $— | $615,000 | | Bruce R. Brook(4) | $165,000 | $180,000 | $3,752 | $348,752 | | Maura J. Clark | $135,000 | $180,000 | $— | $315,000 | | Emma FitzGerald | $135,000 | $180,000 | $— | $315,000 | | Mary A. Laschinger | $135,000 | $180,000 | $— | $315,000 | | Sally-Anne Layman(3) | $20,543 | $84,329 | $— | $104,872 | | José Manuel Madero | $135,000 | $180,000 | $— | $315,000 | | René Médori | $135,000 | $180,000 | $— | $315,000 | | Jane Nelson(4) | $160,000 | $180,000 | $2,500 | $342,500 | | Julio M. Quintana | $160,000 | $180,000 | $— | $340,000 | | Susan N. Story | $135,000 | $180,000 | $— | $315,000 |

  30. Director Compensation for Fiscal 2023

    (1) Mr. Palmer’s compensation is shown in the Summary Compensation Table. (2) For 2023, all non-employee Directors elected to receive stock awards in the form of director stock units (“DSUs”). The amounts set forth next to each award represent the aggregate grant date fair value of such award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”) which was the closing sales price on the date of grant on April 28, 2023, with a grant date fair value of $47.40. There are no other assumptions made in the valuation of the stock awards. For Philip Aiken AM and Sally-Anne Layman, the amount also includes DSUs awarded on November 6, 2023, with a grant date fair value of $36.66, in connection with their appointment to the Board. (3) Represents a pro-rated quarterly retainer of $20,543 for the fourth quarter for service as a member of the Board. The amount shown as All Other Compensation for Mr. Brook and Ms. Nelson represent contributions made under the Company’s charitable Matching Gifts Program. Non-Employee Directors are eligible to participate in the Company’s Matching Gifts Program on the same basis as employees, pursuant to which the Company will match dollar-for-dollar, contributions to qualified tax-exempt organizations, not more than $5,000 per eligible donor per calendar year. The figures above represent the Company’s match of qualified charitable donations. The charitable matching amount of $3,752 for Mr. Brook assumes a conversion rate of 0.67 for Australian Dollar (“AUD”) to U.S. dollar for donations made in AUD.

  31. Evolution of Executive Compensation Plan Design

    | | 2023 | 2024 | | Annual Incentive Program | ▶ Removed the personal performance component from the annual bonus, leading to a higher weighting for each of the Company’s bonus plan metrics, including the financial ones | ▶ Streamlined the annual bonus plan by reducing the number of metrics from 11 in 2023 to 6 in 2024; maintained sustainability metrics’ weighting at 30% while increasing the financial metrics’ weighting to 70% (refer to page 71 for further details)(1) | | Long-term Incentive Program | ▶ Incorporated two sustainability metrics into the performance share unit (PSU) plan, linked to executive female representation and carbon emission reduction projects (refer to page 72 for further details) ▶ Retained Relative Total Shareholder Return (rTSR) as the primary metric of the PSU plan, now requiring performance to be above the median (55th percentile) to achieve target vesting for the PSU awards ▶ The existing cap of 100% vesting for PSUs during periods of negative Company TSR also extends to the two new sustainability metrics | ▶ Introduced a Return on Capital Employed metric to the PSU program with a weighting of 20% ▶ Added the S&P 500 Index as an additional constituent to the PSU peer group, which consists of the companies in the VanEck Vectors Gold Miners exchange-traded fund |

  32. Comparison of CEO Target Pay vs. Realizable Pay vs. Total Shareholder Return

    | CEO Pay(3) | Base Salary | Annual Incentive Program | Long-term Incentive Program | | Target Compensation | Target opportunity for program year | Target opportunity for program year | Target opportunity for program year | | Realizable Compensation | Actual annual salary paid for program year | Actual annual incentive paid for program year | Value of LTI based on stock price and PSU performance as of 12/31/2023 for respective plan program year |

  33. Key Executive Compensation Governance Practices

    | WHAT WE DO: | | | | ▶ Active shareholder engagement | ▶ Engagement with independent compensation consultant | ▶ Annual review of the LDCC charter | | ▶ Annual 3rd party risk assessments of our executive compensation programs | ▶ Each component of target compensation benchmarked to the median of our Compensation Peer Group | ▶ Strong pay for performance ties with most of the executive compensation being at-risk (88.5% for CEO; 78.3% for other NEOs) | | ▶ Balanced and market aligned pay mix of short, mid- and long-term compensation | ▶ Balanced portfolio of objective bonus performance metrics | ▶ Strong reliance on performance-based long-term incentives | | ▶ Capped annual incentive bonus and PSU payouts | ▶ Compensation decisions and incentive plan performance audited by both external and internal control functions | ▶ Routine leadership, talent, and diversity and inclusion reviews | | ▶ Up-to-date succession planning with a focus on continual development for senior executives | ▶ Stock ownership requirements | ▶ Tally sheets provided to LDCC for Section 16 Officers | | ▶ Restrictions on trading stock during certain periods | ▶ Double trigger change of control provisions | ▶ Clawback policies for cash and equity-based incentives |

  34. Key Executive Compensation Governance Practices

    | WHAT WE DON’T DO: | | | | ▶ No contracts guaranteeing salary increases, non- performance-based bonuses, or equity compensation increases | ▶ No individual employment agreements for NEO’s | ▶ No excessive perquisites | | ▶ No excise tax gross ups or tax reimbursements | ▶ No dividends paid on unearned awards | ▶ No hedging, pledging, or short sale transactions |

  35. Role of the Leadership Development and Compensation Committee (LDCC)

    | FACTORS | PURPOSE / KEY CONSIDERATIONS | | Peer Benchmarks and Market Insight | Reasonableness of pay relative to peers and market practice | | Performance and Leadership Potential for Each Executive | Context for each decision, such as experience, skills, scope of responsibility, individual performance, and succession planning considerations for each executive | | Available Compensation Components | Purpose of each pay component, as well as the sum of all elements | | Pay Mix | Significant portion of pay “at risk” to align executive pay with shareholder interests, peer practices, and our pay philosophy | | Pay Equity and Fairness | Appropriate relative compensation among executives | | Executive Compensation Alignment to Company Performance | Pay aligned with shareholder interests and Company performance | | Consideration of Risk | Compensation program designed to avoid incentive for excessive risk-taking |

  36. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee recognizes the value of objective expertise and counsel provided by an independent compensation consultant. For 2023, the Committee retained FW Cook as its independent compensation consultant. FW Cook reports directly to the Committee and the Committee maintains the sole authority to retain, terminate, and obtain the advice of FW Cook at the Company’s expense. The independent consultant, FW Cook, is responsible for: ▶ Advising the LDCC on trends and issues in executive compensation ▶ Assessing Newmont’s executive compensation philosophy, objectives, and components ▶ Developing and maintaining a peer group of companies for compensation comparison purposes ▶ Advising the LDCC regarding considerations and market practices for annual incentive program and long-term equity program design ▶ Reviewing materials provided to the LDCC for discussion and approval ▶ Participating in LDCC meetings and providing consultation to the Chair of the LDCC regarding topics reviewed during the LDCC meetings ▶ Reviewing compensation levels and pay mix for each of the Section 16 executive officer positions ▶ Assessing and recommending changes for Section 16 executive officers’ base salaries, as well as their annual incentive targets and long-term equity compensation levels While the Committee considers the review and recommendations of FW Cook when making decisions for executive compensation programs, ultimately, the Committee makes its own independent decisions in determining executives’ compensation, including its recommendations to the Board with respect to the CEO. For 2023, the Committee assessed the independence of FW Cook pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors with respect to a compensation consultant’s independence. The Committee also considered the nature and amount of work performed for the Committee and the fees paid for those services in relation to the firm’s total revenues. FW Cook did not perform separate additional services for management. In 2023, FW Cook’s aggregate fees for compensation consulting services for the LDCC were $326,297. Additionally, FW Cook has safeguards and procedures in place to maintain independence in its executive compensation consulting practice. Based on its consideration of the foregoing and other relevant factors pursuant to SEC and NYSE rules, the Committee concluded that FW Cook was independent and there were no conflicts of interest.

  37. Compensation Peer Group

    Compensation Peer Group In alignment with market practice and to inform the Company’s governance framework, the Committee maintains a Compensation Peer Group for informing key executive compensation decisions. The peer group is used by the Committee to ensure Newmont’s executive compensation components, pay mix, and designs are competitive and appropriately aligned with market. The Committee also considers peer groups developed by proxy advisory firms and specific industry surveys (e.g., mining industry) as additional reference points. The Committee, with the assistance of its independent consultant FW Cook, thoughtfully reviewed the companies included in the Compensation Peer Group for 2023 and determined to maintain the peers as disclosed in the 2023 Newmont Proxy Statement. The Committee considered the following attributes when reviewing the Compensation Peer Group: industry, geography, global scale and complexity of business, organizational scope (i.e., revenue, net income, total assets, market capitalization, and number of employees), logistical complexity, the degree of asset intensity, the state of business maturity, and competitors for talent. The Committee’s focus is on maintaining a peer list where the companies in whole have similar attributes as Newmont, while the companies may differ across some of the individual attributes. Additionally, the companies selected closely align with the approach seen by an increasing number of Newmont’s shareholders, which may be characterized as general, rather than sector-specific investors.

  38. 2023 Compensation Peer Group(1)(2)

    2023 Compensation Peer Group(1)(2)

  39. 2023 Compensation Peer Group(1)(2)

    | Air Products and Chemicals, Inc. (AP) | Freeport McMoRan Inc. (FCX) | | AMETEK, Inc. (AME) | Hess Corporation (HES) | | Barrick Gold Corporation (GOLD) | Illinois Tool Works Inc. (ITW) | | ConocoPhillips (COP) | Johnson Controls International plc (JCI) | | Cummins Inc. (CMI) | Parker-Hannifin Corporation (PH) | | Deere & Company (DE) | Pioneer Natural Resources Company (PXD) | | DuPont de Nemours, Inc. (DD) | PPG Industries, Inc. (PPG) | | Eaton Corporation plc (ETN) | Republic Services, Inc. (RSG) | | Ecolab Inc. (ECL) | Rockwell Automation, Inc. (ROK) | | Emerson Electric Co. (EMR) | Vulcan Materials Company (VMC) | | EOG Resources, Inc. (EOG) | Waste Management, Inc. (WM) |

  40. 2023 Compensation Peer Group(1)(2)

    (1) No changes were made to the companies included in the 2023 Compensation Peer Group. (2) Peer company tickers in parentheses are each listed on the NYSE.

  41. 2023 Compensation Peer Group Financials(1)

    2023 Compensation Peer Group Financials(1)

  42. 2023 Compensation Peer Group Financials(1)

    | | REVENUE ($M) | EBITDA ($M) | MARKET CAPITALIZATION ($M) | | 75th Percentile | $22,104 | $5,945 | $53,815 | | Median | $17,070 | $3,858 | $41,873 | | 25th Percentile | $11,721 | $3,044 | $29,043 | | Newmont Corporation(2) | $12,373 | $4,456 | $47,550 | | Newmont Percentile Rank | 30th | 68th | 62th |

  43. 2023 Compensation Peer Group Financials(1)

    (1) Represents the trailing twelve months for each company with the period ending June 30, 2022, in alignment with when the 2023 Peer Group was reviewed by the Committee. Data source: Standard & Poor’s Capital IQ. See Annex A-2, Cautionary Statement regarding third-party data sources.

  44. Annual Compensation Cycle and Decision-Making Process

    | March to July Engage & Review | ▶ Initiate shareholder outreach and review feedback ▶ Review say on pay results, including feedback provided by proxy advisory firms ▶ Review market trends and best practices | | August to February Evaluate & Design | ▶ Assess LDCC charter and conduct Committee self-evaluation ▶ Conduct 3rd party compensation risk assessment audit ▶ Conduct compensation market competitiveness assessment ▶ Review compensation philosophy and objectives, ensuring continued alignment to Company purpose ▶ Review updates to governance protocols ▶ Evaluate annual short-term and long-term incentive designs, metrics, and targets ▶ Design options for following year’s NEO’s performance goals ▶ Discuss following year’s target compensation for Section 16 officers | | December to March Assess & Recommend | ▶ Evaluate Company performance against goals and approve incentive payout levels ▶ Evaluate individual performance against goals ▶ Determine and grant prior year’s annual Company performance incentive to align with when the full year’s Company performance is determined and reported ▶ Determine the current year’s incentive programs and grant long-term incentives to align with when the Company’s current year goals and performance objectives are determined | | Ongoing Actions | ▶ Review and assess the Company’s human capital management activities, including culture, progress toward inclusion and diversity objectives, and talent development ▶ Review, assess, and develop leadership pipeline ▶ Ensure strong governance over executive compensation programs ▶ Assess Company and executive officer performance against annual goals |

  45. Executive Leadership Team Refreshment

    Executive Leadership Team Refreshment In 2023, we strengthened our leadership with three strategic Executive Leadership Team appointments. Ms. Karyn Ovelmen was appointed Chief Financial Officer in May 2023, bringing experience from working with highly complex and capital-intensive companies in the resource and energy sectors. In June 2023, Ms. Suzanne Retallack was promoted to Chief Safety and Sustainability Officer. Since joining Newmont in 2019, Ms. Retallack has led significant improvements in the design and execution of health and safety systems across our operations, leveraging more than 20 years’ experience leading teams across a range of commodities and global jurisdictions. Ms. Natascha Viljoen joined Newmont on October 2, 2023, as our new Chief Operating Officer, who adds deep operational and technical expertise, and broad experience across the commodity space. These three newly appointed executive leaders have a proven track record of delivering and will be instrumental in executing Newmont long-term strategic vision. As detailed in the “LTI Awards” table on page 75, Ms. Ovelmen received a combination of a cash and LTI sign on award at the time of hire, representing Ms. Ovelmen’s prorated 2023 annual LTI grant due to starting shortly after the annual grant distribution. No additional sign-on bonuses were provided to Ms. Ovelmen beyond the value intended to represent the prorated annual 2023 LTI grant. Also detailed in the “2023 LTI Grants” table, Ms. Viljoen received a combination of a cash and LTI sign on award at time of hire to offset outstanding incentives that were forfeited when resigning at Anglo American. No additional sign-on bonuses were provided to Ms. Viljoen beyond the value intended to offset forfeited compensation. Ms. Ovelmen and Ms. Viljoen’s LTI sign on awards were delivered in RSUs, in alignment with how off-cycle grants are awarded for all employees. These were one-time awards in connection with their hiring and in 2024, Ms. Ovelmen and Ms. Viljoen's LTI grant was in the same form as other NEOs, with being 2/3 PSUs and 1/3 RSUs.

  46. Executive Compensation and Benefits Components

    | | DELIVERY MEDIUM | OBJECTIVE | KEY CHARACTERISTICS | | Base Salary | Cash | Attract and retain executives with a market- competitive fixed rate of pay | ▶ Reviewed annually in comparison to market ▶ Adjusted when appropriate, recognizing level of responsibility and performance within the Company | | Annual Incentive Program | Cash short- term incentive program | Reward employees on a short-term (annual) basis for achieving critical strategic Company goals | ▶ Closely aligned to broad-based plan inclusive of management and staff employees ▶ Employs a balanced portfolio of sustainability, financial, and growth metrics ▶ NEO performance is based 100% on Company performance | | Long-term Incentive Program | 3-year RSU Program (33%) | Retain executives while incentivizing absolute Company performance and share price appreciation by promoting stock ownership | ▶ Directly aligns incentive with shareholder interests ▶ Vests one-third per year over a three-year period from the date of grant | | | 3-year PSU Program (67%) | Motivate employees and reward superior performance over a long-term (three-year) period | ▶ Significant portion of total compensation is in the form of performance based LTI ▶ Motivates and rewards executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders ▶ Achievement measured based on sustainability performance for executive female representation and carbon emissions reduction projects, as well as relative TSR ▶ Total payout capped at 100% if TSR is negative during the period, with target payout for rTSR set at the 55th percentile ▶ Vests at end of three-year performance period based on Company’s performance against the metrics included in the program |

  47. NEO Total Target Direct Compensation (TTDC)

    | NEO | BASE SALARY(1) ($) | BONUS TARGET (%) | LTI TARGET (S) | TTDC ($) | % INCREASE FROM 2022 | | TOM PALMER | $1,435,000 | 150% | $8,900,000 | $12,487,500 | 0% | | KARYN OVELMEN(2) | $750,000 | 100% | $2,500,000 | $4,000,000 | — | | NATASCHA VILJOEN(3) | $850,000 | 110% | $3,215,000 | $5,000,000 | — | | ROBERT ATKINSON | $832,000 | 110% | $3,000,000 | $4,747,200 | 0% | | PETER TOTH | $676,000 | 100% | $1,950,000 | $3,302,000 | 3% | | BRIAN TABOLT | $438,900 | 70% | $501,600 | $1,247,730 | 11% | | AARON PUNA(4) | $610,000 | 90% | $1,741,000 | $2,900,000 | — |

  48. Base Salary

    Base Salary ▶ Fixed cash compensation ▶ Provides stable compensation to executive officers and enables Newmont to attract skilled executive talent ▶ The main considerations for a salary adjustment for executive officers include position responsibilities and individual skills and experience, as well as more subjective factors such as the assessment of individual performance and achievement by the Committee ▶ Base salaries are benchmarked against similar jobs at peer companies and are targeted at the median of the Compensation Peer Group; adjustments are made from time-to-time to maintain market competitive pay

  49. Annual Incentive Program

    Annual Incentive Program The annual incentive program for executive officers is a cash plan which rewards NEOs for achievement of short-term strategic objectives which are aligned to Newmont’s annual goals and purpose. ▶ Variable cash compensation is based on the level of achievement toward annual performance objectives that support sustainability, financial, and growth performance goals ▶ Performance against goals must at least meet a threshold level of performance for a payout associated with each respective goal ▶ Incentive payouts for each metric are capped at 200% of target ▶ Payout levels are determined 100% based upon Company performance ▶ Annual incentive program target opportunities are set at the median of the Compensation Peer Group for comparable positions

  50. Target, Threshold, and Maximum Company Performance Levels

    Target, Threshold, and Maximum Company Performance Levels The Committee sets performance metric targets at levels considered rigorous and challenging, taking into consideration relevant risk factors and the business outlook. With respect to the financial metrics, the Committee considers the annual operating plan, and assesses various factors related to the achievability of these budget targets. This includes the risks associated with various macroeconomic factors and the risks of achieving specific actions that underlie the targets and the implied performance relative to prior years. As the underlying economic assumptions of the annual operating plan vary from actual results, targets are adjusted to remove some of the performance impact driven by foreign exchange rates and price volatility in commodities markets. ▶ The Committee set the threshold level requiring a high-performance level, with the maximum level requiring exceptionally strong performance and effort to achieve. For performance between the threshold and maximum, the payout amount is interpolated as a payout percentage between a threshold of 20% and a maximum of 200%.

  51. 2023 Annual Incentive Program Design and Metrics

    2023 Annual Incentive Program Design and Metrics The program for 2023 includes the following 11 metrics. The individual performance component of the annual bonus was eliminated for 2023 with the annual program now fully based on Company performance.

  52. 2023 Annual Incentive Program Design and Metrics

    | Sustainability | | Health & Safety | ▶ Fatality Risk Management (15%) ▶ Significant Potential Event Frequency Rate (SPEFR; 5%) | 20% | | | | Community & Environment | ▶ S&P Global Corporate Sustainability Assessment (4%) ▶ Operating Sites Water Consumption Efficiency (3%) ▶ Planned Reclamation Activities (3%) | 10% |

  53. 2023 Annual Incentive Program Design and Metrics

    | Financial | | Efficiency/ Production Costs | ▶ Corporate Plan Bonus (CPB) Adjusted Cash Sustaining Costs / Gold Equivalent Ounce (CSC/GEO) | 25% | | | | Value Creation | ▶ Adjusted Free Cash Flow (FCF) | 25% |

  54. 2023 Annual Incentive Program Design and Metrics

    | Growth | | Growth Success | ▶ Reserves (5%) ▶ Resources (5%) ▶ Two Key Growth Project Milestones (5% each) | 20% |

  55. 2023 Annual Incentive Program Design and Metrics

    Sustainability Metrics. Sustainability is a core Newmont value and strategic priority and represents 30% of the target bonus opportunity. The health and safety measures support the Company’s strategic objective of developing a culture of being fatality, injury, and illness free and being the industry leader in health and safety performance. The environment and community measures support our focus on delivering sustainable value for our people, stakeholders, and host communities. Metrics include: ▶ Health and Safety: ▶ Fatality risk management (FRM): critical control verification execution as measured by delivering a target number of verifications, systematically reviewing and validating controls established to manage significant risk; this practice is considered a leading indicator linked to the prevention of fatalities ▶ Significant Potential Event Frequency Rate (SPEFR): the frequency of significant safety events that have the potential to result in a single or multiple fatalities ▶ Community and Environment: ▶ S&P Global Corporate Sustainability Assessment: Newmont’s ranking in the annual evaluation conducted by S&P Global, which assesses the sustainability performance of companies across various industries worldwide; this third party assessment plays a significant role in advancing corporate sustainability practices and promoting transparency and accountability Operating Sites Water Consumption Efficiency: increase in water efficiency set through reduction of water consumption for each operating site; targets are set in alignment with Newmont’s external reduction goals as disclosed in the 2018 Newmont Annual Sustainability Report Planned Reclamation Activities: delivery of planned reclamation activities to return mined areas to a safe, stable, and environmentally sustainable condition once mining operations have concluded Financial Metrics.(1) The financial metrics are directly linked to our primary strategic objectives: controlling expenses, enhancing production efficiency, generating cash to boost shareholder value, and securing higher returns on the capital invested in our capital-intensive operations. These metrics constitute 50% of the target bonus opportunity and offer transparent insights into how meeting operational targets correlates with Newmont’s performance and the enhancement of shareholder value. Metrics include: ▶ Operating Efficiency: as measured by Corporate Plan Bonus (CPB) Adjusted Cash Sustaining Costs / Gold Equivalent Ounce (CSC/GEO) to assess the operational efficiency and cost structure of precious metal production; this represents the total adjusted cash costs incurred by the company to sustain ongoing operations divided by the total number of gold equivalent ounces produced ▶ Value creation measures: as measured by Corporate Plan Bonus (CPB) Adjusted Free Cash Flow (FCF) to measure cash generated from its operations after accounting for capital, excluding development capital, necessary to maintain mining activities; Adjusted FCF reflects the surplus cash available for debt reduction, dividends, share buybacks, or investments in growth opportunities Growth Metrics. The growth metrics are structured to encourage a focus on activities that propel future growth within Newmont’s business, enhancing portfolio value by securing additional reserves and resources, excluding acquisitions/divestments and price impacts. They equally emphasize the success in discovering new deposits and completing the necessary work to convert them into reportable reserves or resources, assessing their contribution in relation to the total reserves and resources held by the Company. In addition to Reserves and Resources, two key growth projects were included for the 2023 plan. Metrics include: ▶ Proven and Probable Reserves: based on extensive drilling, sampling, mine modelling, and metallurgical testing, from which we determine economic feasibility; the metric is based on growth in reserves that is attributable to new discoveries, extensions to existing deposits, successful completion of at least pre- feasibility level study work and improvements to costs, and recoveries or other parameters that support the estimation of the reserve ▶ Resources: represent a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade, or quality and quantity that there are reasonable prospects for economic extraction; resources are not yet established to the level required for reserve reporting; the metric is based on growth in resources that is attributable to new discoveries, extensions to existing deposits, successful completion of study work and improvements to costs, and recoveries or other parameters that support the estimation of the resource ▶ Key Growth Projects Milestones: incorporating key growth project milestones introduces a critical dimension essential for the long-term sustainability of our business The two projects include: ▶ Tanami Expansion 2 (TE2): as measured by the successful removal of the midshaft plug; TE2 secures Tanami’s future as a long-life, low-cost producer by extending mine life beyond 2040 ▶ Ahafo North (AHN): as measured by the total project completion percent by year-end; AHN expands our existing footprint in Ghana, representing the best unmined gold deposit in West Africa, which will significantly expand our mine life in Ghana Note that CPB Adjusted CSC/GEO and CPB Adjusted Free Cash Flow are non-GAAP metrics used for compensation purposes. See Annex A-1 for reconciliations and see Annex A-2 for cautionary information regarding reserves and resources.

  56. 2023 Annual Incentive Program Results

    2023 Annual Incentive Program Results The annual bonus program achieved 70% of its target overall. However, Company Management proposed, and the LDCC approved, negative discretion in two areas for the executive leadership team: 1. a reduction of 32% points to the payout by zeroing out the payout for the safety metrics due to an employee fatality that occurred December 2023 at a newly acquired site 2. a reduction of 5% points to the payout by zeroing out the payout for the Tanami Expansion 2 project metric due to certain project goals not being met Following these adjustments, the total annual bonus program reached 33% of its target overall. A breakdown of performance for each metric, along with explanations for the reductions, is provided below.

  57. 2023 Annual Incentive Program Results

    | | | METRICS | WEIGHT ING | THRESHOLD | TARGET | MAXIMUM | 2023 RESULT | % ACHIEVE MENT | WEIGHTED PAYOUT | ADJUSTED PAYOUT | | Sustainability | Health & Safety | Fatality risk management via monthly average Critical Control Verifications (CCV) | 15% | ▶ Enrolled Managers / Supervisors: 6 CCVs / month and 6 coaching CCVs / month ▶ Supervisors and General Foreperson: 16 CCVs / month | ▶ Enrolled Managers / Supervisors: 6 CCVs / month and 8 coaching CCVs / month ▶ Supervisors and General Foreperson: 24 CCVs / month | ▶ Enrolled Managers / Supervisors: 6 CCVs/month and 10 coaching CCVs / month ▶ Supervisors and General Foreperson: 40 CCVs / month ▶ No repeat SPEs | ▶ All sites exceeded target for Manager/ Supervisor CCVs and Manager Coaching | 146% | 22% | 0% | | | | Significant Potential Event Frequency Rate | 5% | ▶ Performance below 3-year high | ▶ 10% reduction from 3-year average | ▶ 20% reduction from 3-year average | ▶ SPEFR at 20% reduction or better for 8 out of 12 sites | 200% | 10% | 0% | | | Environment & Community | S&P Corporate Sustainability Assessment | 4% | ▶ Top 5 in mining & metals; top 2 in gold | ▶ Top 3 in mining and metals; #1 in gold | ▶ #1 in mining and metals; #1 in gold | ▶ Ranked as gold industry leader; second in the Mining and Metals sector achieving “on target” results | 100% | 4% | 4% | | | | Operating Sites Water Consumption Efficiency | 3% | ▶ Operating sites reduce between 3 to 5%; <10% at water stressed sites | ▶ Operating sites reduce by 5%; 10% at water stressed sites | ▶ Operating sites reduce by greater than 5%; >10% at water stressed sites | ▶ Water Consumption efficiency is “at threshold” ▶ 11 out of 12 sites met reduction targets or greater | 20% | 1% | 1% | | | | Planned Reclamation Activities | 3% | ▶ 80% completion of activities | ▶ 95% completion of activities | ▶ 100% completion of activities | ▶ Reclamation activities resulted in exceeding targets | 110% | 3% | 3% | | FINANCIAL | CSC/GEO | Cash- Sustaining Costs(1) per Gold Equivalent Ounce(2) (CSC/GEO) | 25% | $1,553 | $1,195 | $1,075 | ▶ Below target driven by lower production and higher sustaining capital | 39% | 10% | 10% | | | Adjusted FCF | Adjusted Free Cash Flow $M(1) | 25% | $497 | $994 | $1,491 | ▶ Below threshold driven by lower production and higher sustaining capital | 0% | 0% | 0% | | GROWTH | | Reserve Additions | 5% | 1.50 Moz | 2.00 Moz | 3.20 Moz | ▶ Near target performance with 1.97Moz added(3) | 100% | 5% | 5% | | | | Resource Additions | 5% | 1.65 Moz | 2.20 Moz | 2.90 Moz | ▶ Above maximum performance with 3.64Moz added(3) | 200% | 10% | 10% | | | | Project Milestone: Tanami Expansion 2 (TE2) | 5% | ▶ Remove TE2 mid-shaft plug by Oct. 2023 ▶ At or below 80% of scope spend | ▶ Remove TE2 mid-shaft plug by July 2023 ▶ At or below 105% of scope spend | ▶ Remove TE2 mid-shaft plug by May 2023 ▶ At or below 110% of scope spend | ▶ Completed TE2 removal of the mid-shaft plug on June 15, 2023 ▶ Non-STIP KPIs for project not met | 100% | 5% | 0% | | | | Project Milestone: Ahafo North (AHN) Project Completion % | 5% | ▶ 20% of AHN by year end ▶ At or below scope spend | ▶ 27% of AHN by year end ▶ At or below 105% of scope spend | ▶ 33% of AHN by year end ▶ At or below 123% of scope spend | ▶ Did not meet threshold project completion% by year-end | 20% | 0% | 0% | | | | Overall Performance | | | | | | | 70% | 33% |

  58. 2023 Annual Incentive Program Results

    Certain metrics noted above are non-GAAP compensation measures; for definitions and reconciliations to the nearest GAAP measures, see Annex A-1 under the heading “Company Performance Bonus Measures.” The term “CPB Adjusted” measures as used in this Compensation Discussion & Analysis refers to such Corporate Performance Bonus Measures. (2) Gold equivalent ounces (GEOs). Calculated as pounds or ounces produced multiplied by the ratio of the other metal’s price to the gold price, using Gold ($1,400/oz.), Copper ($3.50/lb.), Silver ($20/oz.), Lead ($1.00/lb.), and Zinc ($1.20/lb.) pricing. (3) New ounce additions from exploration only, exclusive of revisions and/or depletion. Sustainability Metrics Summary. Newmont surpassed target performance for the two health and safety metrics included in the annual bonus. For fatality risk management, managers and supervisors at all sites exceeded targets for monthly average critical control verifications and the significant potential event frequency rate performance improved by at least 20% at 8 of our 12 sites. Additionally, the Company achieved its targets concerning the S&P Global Corporate Sustainability Assessment, securing the first position in the gold sector and second in mining and metals. The Company exceeded target for reclamation activities and met the threshold performance for water consumption efficiency, with 92% of sites meeting or surpassing the target performance. In December 2023, we lost a colleague, Adam Kennedy, at our Brucejack operations due to a fatal event. The Brucejack site joined the Newmont portfolio in November 2023 as part of the Newcrest acquisition. Newmont’s senior leadership team and community are deeply saddened by this tragic event and have engaged in thorough investigation to ensure that critical learnings will be embedded into our safety standards, with the intent that our culture and safety systems will provide an environment that facilitates team members working safely in alignment with our values. In response to this tragic event, Company management recommend to the LDCC, as was approved, to apply negative discretion to the two Safety metrics, resulting in a 32% reduction to the payout. Financial Metrics Summary. The Company achieved above-threshold performance for Cash Sustaining Costs per Gold Equivalent Ounce but fell below the threshold for Adjusted Free Cash Flow metrics. This was primarily attributable to lower-than expected production levels and heightened sustaining capital costs. Growth Metrics Summary. Near-target performance was achieved for reserves additions, with performance for resources additions exceeding expectations. In 2023, we had especially strong performance for reserves additions at our Cerro Negro, Merian, and Ahafo North mine sites, while resource additions saw several sites far exceeding the maximum expected ounces including, Porcupine, Merian, Ahafo South, and Tanami. While target performance was attained for the Tanami Expansion 2 growth project, Company management recommended, and the LDCC approved, applying negative discretion to zero out the payout for this metric due to other key project performance indicators not meeting expectations. Furthermore, the Ahafo North project milestone completion percentage at year end 2023 was at threshold, with overall construction progress being affected by delayed access to land parcels.

  59. NEO Annual Incentives

    NEO Annual Incentives The table below shows the annual incentive targets, performance, and payouts for the NEOs.

  60. NEO Annual Incentives

    | NEO | TARGET OPPORTUNITY | | CORPORATE PERFORMANCE PORTION (100%) ($) | CORPORATE PERFORMANCE ACHIEVEMENT PERCENTAGE (%) | TOTAL PAYOUT ($) | | | % OF BASE PAY (%) | VALUE ($ ) | | | | | TOM PALMER | 150% | $2,152,500 | $2,152,500 | 33% | $710,325 | | KARYN OVELMEN(1) | 100% | $441,781 | $441,781 | 33% | $145,788 | | NATASCHA VILJOEN (2) | 110% | $233,110 | $233,110 | 33% | $76,926 | | ROBERT ATKINSON | 110% | $915,200 | $915,200 | 33% | $302,016 | | PETER TOTH | 100% | $676,000 | $676,000 | 33% | $223,080 | | BRIAN TABOLT(3) | 70% | $281,738 | $140,869 | 75% | $352,388 | | AARON PUNA(4) | 90% | $385,052 | $385,052 | 0% | — |

  61. NEO Annual Incentives

    (1) Ms. Ovelmen’s targets were prorated based on hire date of May 30, 2023; prorated 216 days at 100% STIP target. (2) Ms. Viljoen’s targets were prorated based on hire date of October 2, 2023; prorated 91 days at 110% STIP target. (3) Mr. Tabolt’s total target bonus is based on 50% personal performance and 50% Company performance. Mr. Tabolt’s total bonus target was 60% from January 1 until July 31, when it was increased to 70%. The personal performance payout for Mr. Tabolt was 175% with a payout value of $246,521 and the corporate performance payout was 75% with a payout value of $105,867. Mr. Tabolt was on the executive bonus plan with a payout at 62% from January 1 to May 29 and on the non-executive bonus plan with a payout of 83% from May 30 to December 31. (4) Mr. Puna became ineligible to receive the annual bonus upon his departure.

  62. 2024 Annual Incentive Program Design and Metrics

    2024 Annual Incentive Program Design and Metrics For the 2024 Annual Incentive Program, we have streamlined our design to reduce the number of metrics and to increase the connection between Company financial performance and executive compensation. We’ve maintained a 30% weighting for Sustainability metrics given our steadfast focus on operating safely and the long-term connection to Company performance, while increasing the weighting of financial metrics from 50% to 70%. The Value Creation metrics associated with the Newcrest Integration Synergies are temporary for the 2024 plan. The 2024 plan remains based on 100% Company performance for each NEO.

  63. 2024 Annual Incentive Program Design and Metrics

    | Sustainability | | Health & Safety | ▶ Fatality Risk Management(1) | 20% | | | | Environment & Community | ▶ Operating Sites Water Consumption Efficiency (5%) ▶ Local / Indigenous Persons Employment (5%) | 10% |

  64. 2024 Annual Incentive Program Design and Metrics

    | Financial | | Efficiency/ Production Costs | ▶ CPB Adjusted CSC/GEO | 30% | | | | Value Creation | ▶ Free Cash Flow (FCF; 30%) ▶ Newcrest Integration Synergies (10%) | 40% |

  65. 2024 Annual Incentive Program Design and Metrics

    A Repeat Significant Potential Events (RSPE) modifier will apply.

  66. Long-Term Incentive Program

    Long-Term Incentive Program ▶ Variable equity-based compensation tied to absolute Company performance ▶ Restricted Stock Units (RSUs) are time-based ▶ Performance Stock Units (PSUs) based on relative TSR performance among industry peers, and two sustainability metrics ▶ Incentives designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers ▶ LTI grant levels and vehicle distributions are targeted at the median of the Compensation Peer Group for comparable positions The long-term incentive program is an equity-based plan designed to reward executive officers for stock price appreciation, relative Company out-performance in comparison to peers over the long-term, and performance against sustainability goals. These equity plans represent a significant portion of the executives’ pay mix and are used to create a strong link between individual and Company performance and payouts.

  67. Equity Vehicles and Mix of RSUs and PSUs

    Equity Vehicles and Mix of RSUs and PSUs In 2023, the Committee made long-term incentive grants to the executive officers in the form of RSUs (33%) and PSUs (67%).

  68. Equity Vehicles and Mix of RSUs and PSUs

    | EQUITY VEHICLE | 2022 LTI AWARD MIX | VESTING PERIOD | HOW PAYOUTS ARE DETERMINED | OBJECTIVE / RATIONALE | | RSUs | 33% | 3 years: 33% per year | Value of stock at vesting | ▶ Aligns with shareholder interests ▶ Promotes retention, including during periods of stock price or market underperformance | | PSUs | 67% | 3-year cliff | Value of stock at vesting and 2023 to 2025 relative TSR | ▶ TSR ties executive officer compensation to shareholder value creation ▶ Use of relative TSR to filter macroeconomic and other factors where management may have limited ability to influence |

  69. 2023 Restricted Stock Unit Program Design

    2023 Restricted Stock Unit Program Design RSUs were granted to executives in 2023, which will become common stock at vesting on a one-on-one basis. The awards vest pro-rata one-third per year over a three-year period from the date of grant, with dividend equivalents paid upon vesting.

  70. 2023 to 2025 Performance Share Unit Program Design

    2023 to 2025 Performance Share Unit Program Design The PSUs awarded to the NEOs in 2023 represent the opportunity to acquire shares contingent upon performance against two new sustainability metrics and Newmont’s three-year TSR rank from 2023 to 2025 compared to companies within the TSR Peer group.

  71. 2023 to 2025 Performance Share Unit Program Design

    | Sustainability | | ▶ Executive Female Representation | 10% | | | | ▶ Scope 1 & 2 Carbon Emission Reduction Project Milestones | 10% |

  72. 2023 to 2025 Performance Share Unit Program Design

    | TSR | | ▶ Relative Total Shareholder Return | 80% |

  73. 2023 to 2025 Performance Share Unit Program Design

    Sustainability Metrics. Our long history of taking a leading approach to sustainability practices has positioned Newmont as the gold sector’s recognized sustainability leader and we continue to challenge ourselves and the industry through our commitment to sustainable and responsible mining. For the 2023 to 2026 PSU program, we have furthered this commitment by introducing two new metrics: executive female representation (weighting of 10%) and carbon reduction key project milestones (weighting of 10%). The executive female representation metric is an aspirational goal that we are striving to achieve, in compliance with applicable law, given that Newmont is an equal employment opportunity employer and does not make employment-related decisions based on gender or any other protected basis. These metrics have been developed to align with and reward executives for progressing toward our external sustainability commitments and targets, including our 2030 sustainability-linked issuance bond, 2030 science-based climate target of reducing greenhouse gas emissions by 30%, Paradigm for Parity® goal to achieve gender parity in senior leadership by 2030, and 2030 UN Sustainable Development Goals. The current cap of 100% vesting for PSUs when the Company’s TSR is negative for the period will also apply to the two sustainability metrics. Relative Total Shareholder Return. Consistent with recent program years, the metric of relative Total Shareholder Return (TSR) was used for the 2023 to 2025 PSU program, with a weighting of 80%. Relative TSR helps to mitigate the impact of macroeconomic factors, both positive and negative, that affect the industry, sector, and/or stock price performance where management may have limited influence to impact outcomes. Comparing Newmont’s performance against the TSR Peer Group, comprised of companies within the same industry, rewards NEOs for driving performance greater than or equal to peers, as the peer group is all generally subject to the same exogenous factors as Newmont. The percentile ranks compared to the TSR Peer Group, and the corresponding percentage of the PSUs earned are:

  74. 2023 to 2025 Performance Share Unit Program Design

    | PERCENTILE RANK | VESTING | | 100th percentile | 200% | | 75th percentile | 150% | | 55th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |

  75. 2023 to 2025 Performance Share Unit Program Design

    In 2023, the target performance for relative TSR rank was increased from the 50th percentile to the 55th percentile, requiring above median performance in comparison to the peer group to achieve target vesting of 100%. Interpolation is used to determine vesting levels in between thresholds. For PSUs to vest, TSR must rank at or above the 25th percentile. Vesting is capped at 100% of target if absolute TSR is negative for the performance period and total payout value is limited to four times the target grant value.

  76. 2023 to 2025 Relative TSR Peer Group

    2023 to 2025 Relative TSR Peer Group The TSR Peer Group is comprised of companies that Newmont uses to assess relative TSR performance within the PSU programs.(1) In response to shareholder feedback and in alignment with guidance from the Committee’s independent compensation consultant, FW Cook, the TSR Peer Group was expanded starting with the 2022 to 2024 LTI program to include companies listed in the VanEck Vectors Gold Miners (GDX) exchange-traded fund. This transition allowed for a more reliable and broader comparison with 51 companies in the peer group for 2023, which include:

  77. 2023 to 2025 Relative TSR Peer Group

    | Agnico Eagle Mines Ltd (AEM US) | Evolution Mining Ltd (EVN AU) | Pan American Silver Corp (PAAS US) | | Alamos Gold Inc (AGI US) | First Majestic Silver Corp (AG US) | Perseus Mining Ltd (PRU AU) | | Anglogold Ashanti Ltd (AU US) | Fortuna Silver Mines Inc (FSM US) | Ramelius Resources Ltd (RMS AU) | | Aya Gold & Silver Inc (AYA CN) | Franco-Nevada Corp (FNV US) | Red 5 Ltd (RED AU) | | B2gold Corp (BTG US) | Genesis Minerals Ltd (GMD AU) | Regis Resources Ltd (RRL AU) | | Barrick Gold Corp (GOLD US) | Gold Fields Ltd (GFI US) | Royal Gold Inc (RGLD US) | | Capricorn Metals Ltd (CMM AU) | Gold Road Resources Ltd (GOR AU) | Sandstorm Gold Ltd (SAND US) | | Centamin Plc (CEY LN) | Harmony Gold Mining Co Ltd (HMY US) | Silver Lake Resources Ltd (SLR AU) | | Centerra Gold Inc (CG CN) | Hecla Mining Co (HL US) | Silvercrest Metals Inc (SILV US) | | Cia De Minas Buenaventura Saa (BVN US) | Iamgold Corp (IAG US) | SSR Mining Inc (SSRM US) | | Coeur Mining Inc (CDE US) | K92 Mining Inc (KNT CN) | Torex Gold Resources Inc (TXG CN) | | Compañía de Minas Buenaventura S.A.A. (BVN US) | KinrossNew Gold Corp (KGCInc (NGD US) | Wesdome Gold Mines Ltd (WDO CN) | | DRDGOLD Ltd (DRD US) | Mag Silver Corp (MAG US) | West African Resources Ltd (WAF AU) | | Dundee Precious Metals Inc (DPM CN) | New Gold Inc (NGD US) | Wheaton Precious Metals Corp (WPM US) | | Eldorado Gold Corp (EGO US) | Newmont Corp (NEM US) | Zhaojin Mining Industry Co Ltd (1818 HK) | | Emerald Resources Nl (EMR AU) | Northern Star Resources Ltd (NST AU) | Zijin Mining Group Co Ltd (2899 HK) | | Endeavour Mining Plc (EDV CN) | Oceanagold Corp (OGC CN) | | | Equinox Gold Corp (EQX US) | Osisko Gold Royalties Ltd (OR US) | |

  78. 2023 to 2025 Relative TSR Peer Group

    Companies listed in the index as of February 27, 2024. Newmont is excluded from GDX peer group performance for purposes of calculating relative TSR performance.

  79. LTI Awards

    LTI Awards In February 2023, the Committee approved LTI targets for each NEO, as shown in the Summary Compensation Table, maintaining the equity mix used for the 2021 and 2022 LTI program. The Committee considered the following when determining the 2023 grant values for each NEO: ▶ Individual performance and criticality of, and expected future, contributions of the NEO ▶ Time in role and experience ▶ Retention considerations ▶ Comparison of NEO targets to respective Compensation Peer Group values at the 50th percentile ▶ The Committee determined the number of RSUs to be granted based on the closing stock price on the date of grant and the number of PSUs to be granted based on the previous 30-day average closing stock price, excluding the last 5 days of the period. The CEO’s RSU and PSU grants were recommended by the Committee and approved by the Board, while the Committee approved the grants for the other Section 16 Officers. The target value, grant date fair value and number of PSUs and RSUs awarded to each of our NEOs under the 2023 LTI award are shown below.

  80. LTI Awards

    | NEO(1) | TARGET VALUE ($) | PSU ($) | PSU (#) | RSU ($) | RSU (#) | | TOM PALMER(2) | $8,900,000 | $5,933,333 | 121,063 | $2,966,667 | 68,451 | | KARYN OVELMEN(3) | — | — | — | $1,299,969 | 30,071 | | NATASCHA VILJOEN(4) | — | — | — | $5,810,999 | 150,155 | | ROBERT ATKINSON(2) | $3,000,000 | $2,000,000 | 40,807 | $1,000,000 | 23,073 | | PETER TOTH(2) | $1,950,000 | $1,300,000 | 26,525 | $650,000 | 14,997 | | BRIAN TABOLT(5) | $501,600 | $250,800 | 4,896 | $359,982 | 8,306 | | AARON PUNA(6) | $1,741,000 | $1,160,667 | 23,682 | $3,580,328 | 82,610 |

  81. LTI Awards

    (1) Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). The Company’s 2020 Stock Incentive Compensation Plan defines fair market value of the stock to include the closing sales price on such date, which is the grant date fair value used for the 2023 restricted stock unit grants. The fair market value on the date of grant, February 27, 2023, was $43.34, on July 24, 2023, was $43.23 and on October 30, 2023 was $38.70. Pursuant to ASC 718, the grant date fair value of Performance Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model which determined a grant date fair value of the 2023 to 2025 (payout 2026) Performance Stock Units of $50.39 per share (116.27% of the stock price on the date of grant) for each participating Named Executive Officer. The maximum value of the Performance Stock Units is 200% of target. (2) Mr. Palmer, Mr. Atkinson and Mr. Toth’s LTI target value distribution is 2/3 PSU and 1/3 RSU. (3) 30,071 shares, as well as $150,000 in cash with a two-year retention repayment clause, were provided to Ms. Ovelmen at the time of hire, representing the prorated value of the 2023 annual LTI grant due to starting after the standard grant date. The fair market value on the date of grant, July 24, 2023, was $43.23. No additional compensation was provided to Ms. Ovelmen beyond the prorated value of the annual LTI grant. As is the case with all off-cycle LTI grants delivered to employees outside of the annual grant, the total value was delivered in RSUs. Future annual grants will be delivered in 2/3 PSUs and 1/3 RSUs. (4) 150,155 shares, as well as $500,000 in cash with a two-year retention repayment clause, were provided to Ms. Viljoen at time of hire to offset outstanding incentives that were forfeited when resigning at Anglo American. The fair market value on the date of grant, October 30, 2023, was $38.70. No additional compensation was provided to Ms. Viljoen beyond the value that was forfeited. As is the case with all off-cycle LTI grants delivered to employees outside of the annual grant, the total value was delivered in RSUs. Future annual grants will be delivered in 2/3 PSUs and 1/3 RSUs. Ms. Ovelmen and Ms. Viljoen’s LTI sign on awards were delivered in RSUs, in alignment with how off-cycle grants are awarded for all employees. These were one-time awards in connection with their hiring and in 2024, Ms. Ovelmen and Ms. Viljoen’s LTI grant was in the same form as other NEOs, with being 2/3 PSUs and 1/3 RSUs. (5) Mr. Tabolt’s annual grant is based on a distribution of 50% PSUs and 50% RSUs. A performance factor of 150% was applied to his 2023 RSU grant based on Mr. Tabolt’s exceptional individual performance in 2023, which included taking on enhanced responsibilities as the Interim CFO. 69,220 shares, as well as $500,000 in cash with a two-year retention repayment clause, were provided to Mr. Puna at time of hire to offset outstanding incentives that were forfeited when resigning at Anglo American. The fair market value on the date of grant, February 27, 2023, was $43.34. Mr. Puna forfeited the entire value of PSUs and RSUs and no additional compensation was provided to him upon departure. As is the case with all new hire LTI grants, the total value was delivered in RSUs.

  82. 2021 to 2023 PSU Program Result

    2021 to 2023 PSU Program Result The Company ended the 3-year performance period at the 33rd percentile of the 51 companies included in the GDX for the 2021 to 2023 TSR peer group, resulting in a vesting of 59.1% of the target number of PSUs. This program was based 100% on rTSR performance compared to the VanEck GDX. The below target payout demonstrates our alignment with the experience of shareholders during this same period. The table below shows the targets, performance, and payouts for the NEOs.

  83. 2021 to 2023 PSU Program Result

    | NEO | TARGET VALUE ($) | PSU (#) | CHANGE IN MONTE CARLO FAIR MARKET VALUE FROM GRANT (%)(1) | PSU PROGRAM PAYOUT (%) | TOTAL VALUE AT VEST ($) | TOTAL VESTING VAVLUE AS % OF TARGET (%) | | TOM PALMER | $5,366,667 | 89,937 | -48.9% | 59.1% | $1,776,871 | 33.1% | | KARYN OVELMEN(2) | — | — | — | — | — | — | | NATASCHA VILJOEN(2) | — | — | — | — | — | — | | ROBERT ATKINSON | $2,000,000 | 33,517 | -48.9% | 59.1% | $662,181 | 33.1% | | PETER TOTH(2) | — | — | — | — | — | — | | BRIAN TABOLT(2) | — | — | — | — | — | — | | AARON PUNA(2) | — | — | — | — | — | — |

  84. 2021 to 2023 PSU Program Result

    (1) Pursuant to ASC 718, the grant date fair value of Performance Stock Units is determined by multiplying the target number of shares by a Monte Carlo grant date fair value $65.41 for the 2021 to 2023 (payout 2024) and program end date fair value $33.43. (2) Ms. Ovelmen, Ms. Viljoen, Mr. Toth, Mr. Tabolt, and Mr. Puna were not eligible at time of grant for the 2021 performance stock units.

  85. 2024 to 2026 PSU Program Design

    2024 to 2026 PSU Program Design In alignment with our key strategic priority of sustainably generating returns above the cost of capital, shareholder feedback, and market practice, we are introducing a return metric to our design for the 2024 to 2026 PSU program. Return on Capital Employed (ROCE) will have a weighting of 20%, reducing the weighting of relative TSR from 80% to 60% to fund this new metric. The S&P 500 Index was added as an additional constituent to the current 51 peer companies in the PSU peer group as a first step towards diversifying our comparison group to align with the new Company profile, which otherwise consists of the companies in the VanEck Vectors Gold Miners exchange-traded fund.

  86. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Company follows the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of RSUs and PSUs under our equity incentive award plans are accounted for under ASC Topic 718. The Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, the Committee may revise certain programs to appropriately align accounting expenses of equity awards with the overall executive compensation philosophy and objectives.

  87. Summary Compensation Table

    Summary Compensation Table

  88. Summary Compensation Table

    | NEO AND PRINCIPLE POSITION | YEAR | SALARY(1) ($) | BONUS(2) ($) | STOCK AWARDS(3) ($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) ($) | CHANGE IN PENSION VALUE AND NON-QUALIFIED COMPENSATION EARNINGS(5) ($) | ALL OTHER COMPENSATION(6) ($) | TOTAL ($) | | TOM PALMER President & Chief Executive Officer | 2023 | $1,435,000 | $— | $8,896,322 | $— | $710,325 | $652,107 | $53,350 | $11,747,104 | | | 2022 | $1,406,071 | $— | $10,132,164 | $— | $2,003,181 | $66,594 | $46,529 | $13,654,538 | | | 2021 | $1,300,000 | $— | $8,566,067 | $— | $2,125,500 | $606,521 | $69,017 | $12,667,106 | | KARYN OVELMEN Chief Financial Officer | 2023 | $401,786 | $150,000 | $1,299,969 | $— | $145,788 | $124,747 | $73,102 | $2,195,392 | | | 2022 | Ms. Ovelmen Joined Newmont in 2023 | | | | | | | | | | 2021 | | | | | | | | | | NATASCHA VILJOEN Chief Operating Officer | 2023 | $163,462 | $500,000 | $5,810,999 | $— | $76,926 | $33,073 | $61,052 | $6,645,512 | | | 2022 | Ms. Viljoen Joined Newmont in 2023 | | | | | | | | | | 2021 | | | | | | | | | | ROBERT ATKINSON Chief Operating Officer | 2023 | $832,000 | $— | $2,998,706 | $— | $302,016 | $270,634 | $41,266 | $4,444,622 | | | 2022 | $825,143 | $— | $3,415,287 | $— | $851,713 | $72,545 | $77,250 | $5,241,937 | | | 2021 | $786,250 | $— | $3,192,328 | $— | $890,400 | $272,455 | $59,967 | $5,201,400 | | PETER TOTH Chief Development Officer | 2023 | $670,357 | $— | $1,949,157 | $— | $223,080 | $161,735 | $88,889 | $3,093,219 | | | 2022 | $292,857 | $1,000,000 | $3,999,997 | $— | $289,694 | $59,402 | $99,115 | $5,741,065 | | | 2021 | Mr. Toth Joined Newmont in 2022 | | | | | | | | | BRIAN TABOLT Group Head, Financial Planning & Analysis | 2023 | $421,673 | $— | $599,782 | $— | $352,388 | $58,423 | $19,800 | $1,452,066 | | | 2022 | $393,572 | $— | $1,245,465 | $— | $291,708 | $24,440 | $31,634 | $1,986,819 | | | 2021 | $— | $— | $— | $— | $— | $— | $— | $— | | AARON PUNA Chief Technology Officer | 2023 | $432,363 | $500,000 | $4,740,250(7) | $— | $— | $— | $191,494 | $5,864,107 | | | 2022 | Mr. Puna Joined Newmont in 2023 | | | | | | | | | | 2021 | | | | | | | | |

  89. Summary Compensation Table

    (1) Represents salary paid during program year. (2) No discretionary supplemental bonuses were paid for 2023 with the exception of Ms. Ovelmen, Ms. Viljoen, and Mr. Puna, with an award of $150,000, $500,000, and $500,000 respectively. The award for Ms. Ovelmen represented the prorated value of the 2023 annual LTI grant due to starting after the standard grant date. The award for Ms. Viljoen and Mr. Puna was provided in consideration of a portion of the compensation forfeited from a prior employer as a result of joining Newmont. Each of these bonuses contained a repayment provision should they voluntarily terminate employment with Newmont within two years of their employment date. Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). The Company’s 2013 Stock Incentive Compensation Plan defines fair market value of the stock as the average of the high and low sales price on the date of the grant, which is the grant date fair value for the 2021 and 2022 restricted stock unit grants. For the 2023 restricted stock unit grants, the fair market value on the date of grant, February 27, 2023, was $43.34. For the 2022 restricted stock unit grants, the fair market value on the date of grant, February 28, 2022, was $66.20. For the 2021 restricted stock unit grants, the fair market value on the date of the grant, February 22, 2021, was $57.49. Ms. Ovelmen’s 2023 stock awards include 30,071 RSU shares provided at time of hire representing the prorated value of the 2023 annual LTI grant due to starting after the standard grant date, with a fair market value on the date of grant, July 24, 2023, was $43.23. Ms. Viljoen’s 2023 stock awards include 150,155 RSU shares at time of hire to offset outstanding incentives that were forfeited when resigning at Anglo American, with a fair market value on the date of grant of October 30, 2023, was $38.70. Mr. Puna’s 2023 stock awards include 69,220 RSU shares to offset outstanding incentives that were forfeited when resigning at Anglo American, with a fair market value on the date of grant of February 27, 2023, was $43.34. Pursuant to ASC 718, the aggregate grant date fair value of Performance Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model, further described below, which determined a grant date fair value of the 2023 to 2025 (payout 2026) Performance Stock Units of $50.39 per share (116.27% of the stock price on the date of grant) for each participating Named Executive Officer. For 2022 to 2024 (payout 2025) Performance Stock Units of $77.00 per share (116.31% of the stock price on the date of grant) for each participating Named Executive Officer. For 2021 to 2023 (payout 2024) Performance Stock Units of $65.41 per share (113.78% of the stock price on the date of grant) for each participating Named Executive Officer. The maximum value of the Performance Stock Units is 200% of target. (4) Amounts shown represent Company Performance Bonuses for Mr. Palmer, Ms. Ovelmen, Ms. Viljoen, Mr. Atkinson, and Mr. Toth and the Company Performance of $105,867 and Personal Bonus of $246,521 for Mr. Tabolt. Mr. Puna became ineligible to receive the annual bonus upon his departure. (5) Amounts shown represent the increase in the actuarial present value under the Company’s qualified and non-qualified defined benefit pension plans. The interest discounting is based on the FASB rate. On December 31, 2023, the FASB rate for the Salaried and PEQ plans was 5.28%; on December 31, 2022, the FASB rate for the Salaried and PEQ plans was 5.60%; and on December 31, 2021, the FASB rate for the Salaried and PEQ plans was 3.02%. (6) Amounts shown are described in the All Other Compensation Table. Refer to the Compensation Discussion and Analysis section of this Proxy Statement for a description of the components of compensation, along with a description of all material terms and conditions of each component. Description of Monte Carlo calculation Model: The fair value of performance leverage stock units (“PSUs”) is determined using a Monte Carlo simulation model that uses the assumptions: (i) expected volatility based on historical price volatility of Newmont and the designated peer group; (ii) expected risk-free interest rate based on the U.S. Treasury rates as of the grant date; and (iii) expected term. The following table provides the specific inputs that were used in the simulation. Stock-based compensation expense related to all awards, including awards with a market or performance condition that cliff vest, is generally recognized ratably over the requisite service period of the award on a straight-line basis. The Company recognizes forfeitures as they occur. The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, employee retirement eligibility dates, the Company’s performance and related tax impacts. (7) Mr. Puna’s stock award of $4,740,250 was forfeited upon departure.

  90. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  91. Grants of Plan-Based Awards Table

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS NUMBER OF SHARES OF STOCK OR UNITS | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(3) ($) | | NEO | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | (#) | ($) | | TOM PALMER | | | | | | | | | | | 2023 Annual Bonus | — | $430,500 | $2,152,500 | $4,305,000 | | | | | | | 2023 PSU | 2/27/2023 | | | | — | 24,214 | 48,428 | | $1,049,435 | | 2023 PSU (Monte Carlo) | 2/27/2023 | | | | — | 96,849 | 193,698 | | $4,880,221 | | 2023 RSU | 2/27/2023 | | | | | | | 68,451 | $2,966,666 | | KARYN OVELMEN(4) | | | | | | | | | | | 2023 Annual Bonus | — | $80,357 | $401,786 | $803,572 | | | | | | | 2023 PSU | — | | | | — | — | — | | $— | | 2023 PSU (Monte Carlo) | — | | | | — | — | — | | $— | | 2023 RSU New Hire Award | 7/24/2023 | | | | | | | 30,071 | $1,299,969 | | NATASCHA VILJOEN(5) | | | | | | | | | | | 2023 Annual Bonus | — | $35,962 | $179,808 | $359,616 | | | | | | | 2023 PSU | — | | | | — | — | — | | $— | | 2023 PSU (Monte Carlo) | — | | | | — | — | — | | $— | | 2023 RSU New Hire Award | 10/30/2023 | | | | | | | 150,155 | $5,810,999 | | ROBERT ATKINSON | | | | | | | | | | | 2023 Annual Bonus | — | $183,040 | $915,200 | $1,830,400 | | | | | | | 2023 PSU | 2/27/2023 | | | | — | 8,162 | 16,324 | | $353,741 | | 2023 PSU (Monte Carlo) | 2/27/2023 | | | | — | 32,645 | 65,290 | | $1,644,982 | | 2023 RSU | 2/27/2023 | | | | | | | 23,073 | $999,984 | | PETER TOTH | | | | | | | | | | | 2023 Annual Bonus | — | $134,071 | $670,357 | $1,340,714 | | | | | | | 2023 PSU | 2/27/2023 | | | | — | 5,306 | 10,612 | | $229,962 | | 2023 PSU (Monte Carlo) | 2/27/2023 | | | | — | 21,219 | 42,438 | | $1,069,225 | | 2023 RSU | 2/27/2023 | | | | | | | 14,997 | $649,970 | | BRIAN TABOLT | | | | | | | | | | | 2023 Annual Bonus | — | $29,517 | $295,171 | $590,342 | | | | | | | 2023 PSU | 2/27/2023 | | | | — | 980 | 1,960 | | $42,473 | | 2023 PSU (Monte Carlo) | 2/27/2023 | | | | — | 3,916 | 7,832 | | $197,327 | | 2023 RSU | 2/27/2023 | | | | | | | 8,306 | $359,982 | | AARON PUNA(6) | | | | | | | | | | | 2023 Annual Bonus | — | $77,825 | $389,126 | $778,253 | | | | | | | 2023 PSU | 2/27/2023 | | | | — | 4,738 | 9,476 | | $205,345 | | 2023 PSU (Monte Carlo) | 2/27/2023 | | | | — | 18,944 | 37,888 | | $954,588 | | 2023 RSU | 2/27/2023 | | | | | | | 13,390 | $580,323 | | 2023 RSU New Hire Award | 2/27/2023 | | | | | | | 69,220 | $2,999,995 |

  92. Grants of Plan-Based Awards Table

    (1) Amounts shown represent threshold, target and maximum amounts for 2023 Corporate & Personal Bonuses. The Corporate Performance Bonus has a threshold of 20% payout, with the potential to have a zero payout. The Leadership Development and Compensation Committee established the targets for corporate metrics in March 2023. Payments of Corporate Performance for 2023 performance are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Refer to the Compensation Discussion and Analysis for a description of the criteria for payment of Corporate Performance. (2) Amounts shown represent the threshold, target and maximum number of shares of the Performance Leveraged Stock Unit bonuses potentially awardable for the targets set in 2023, which will pay out in 2026. See the Compensation Discussion and Analysis for a description of these awards and the rationale. Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). For the restricted stock units, the grant date fair value is the target number of shares granted multiplied by the fair market value on the date of grant. The Company’s 2020 Stock Incentive Compensation Plan defines fair market value of the stock to include the closing sales price on such date, which is the grant date fair value utilized for the restricted stock units. The fair market value on the date of grant, February 27, 2023, was $43.34, on July 24, 2023, was $43.23 and on October 30, 2023 was $38.70, and the grant values are shown in the Stock Awards column of the Summary Compensation Table. The restricted stock unit awards vest pro-ratably over three years. See the Compensation Discussion and Analysis for a description of this award and the rationale. Pursuant to ASC 718, the aggregate grant date fair value of Performance Leveraged Stock Units is determined by multiplying the target number of shares by a Monte Carlo grant date fair value $50.39 for the 2023 to 2026 (payout 2026) for the portion of the Performance Leveraged Stock Unit grant that is tied to the GDX Relative Total Shareholder Return. The fair value of $43.34 was used for the 2023 to 2026 (payout 2026) of the Performance Leveraged Stock Unit grant that is tied to non-market factors of executive female representation and scope 1 & 2 emission reduction key project milestones. Such amounts are shown in the Stock Awards column of the Summary Compensation Table. (4) Ms. Ovelmen received a one-time RSU new hire grant of 30,071 shares, as well as $150,000 in cash with a two-year retention repayment clause (as included in the Bonus column of the Summary Compensation Table above), representing the prorated value of the 2023 annual LTI grant due to starting after the typical grant date. The fair market value on the date of grant, July 24, 2023, was $43.23. No additional sign-on bonuses were provided to Ms. Ovelmen beyond the value intended to represent the prorated annual 2023 LTI grant. (5) Ms. Viljoen received a one-time RSU new hire grant of 150,155 shares, as well as $500,000 in cash with a two-year retention repayment clause (as included in the Bonus column of the Summary Compensation Table above), at time of hire to offset outstanding incentives that were forfeited when resigning at Anglo American. The fair market value on the date of grant, October 30, 2023, was $38.70. No additional sign-on bonuses were provided to Ms. Viljoen beyond the value intended to offset forfeited compensation. Mr. Puna received a one-time RSU new hire grant of 69,220 shares, as well as $500,000 in cash with a two-year retention repayment clause, at time of hire to offset outstanding incentives that were forfeited when resigning at Anglo American. The fair market value on the date of grant, February 27, 2023, was $43.34. Mr. Puna forfeited the entire value of the PSUs and RSUs and no additional compensation was provided to him upon his departure.

  93. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table

  94. Outstanding Equity Awards at Fiscal Year-End Table

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NEO | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(1) (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE | OPTION GRANT DATE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OF PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | TOM PALMER | — | — | — | — | — | 14,819(4) | $613,358 | — | — | | — | — | — | — | — | — | 28,519(5) | $1,180,401 | — | — | | — | — | — | — | — | — | 67,617(6) | $2,798,668 | — | — | | 2021 to 2023 PSU | — | — | — | — | — | — | — | 89,937 | $3,722,492 | | 2022 to 2024 PSU | — | — | — | — | — | — | — | 93,059 | $3,851,712 | | 2023 to 2025 PSU | — | — | — | — | — | — | — | 121,063 | $5,010,798 | | KARYN OVELMEN | — | — | — | — | — | — | — | — | — | | — | — | — | — | — | — | — | — | — | — | | — | — | — | — | — | — | 30,071(11) | $1,244,639 | — | — | | 2021 to 2023 PSU | — | — | — | — | — | — | — | — | — | | 2022 to 2024 PSU | — | — | — | — | — | — | — | — | — | | 2023 to 2025 PSU | — | — | — | — | — | — | — | — | — | | NATASCHA VILJOEN | — | — | — | — | — | — | — | — | — | | — | — | — | — | — | — | — | — | — | — | | — | — | — | — | — | — | 150,155(10) | $6,214,915 | — | — | | 2021 to 2023 PSU | — | — | — | — | — | — | — | — | — | | 2022 to 2024 PSU | — | — | — | — | — | — | — | — | — | | 2023 to 2025 PSU | — | — | — | — | — | — | — | — | — | | ROBERT ATKINSON | — | — | — | — | — | 5,798(4) | $239,979 | — | — | | — | — | — | — | — | — | 10,070(5) | $416,797 | — | — | | — | — | — | — | — | — | 23,073(6) | $954,991 | — | — | | 2021 to 2023 PSU | — | — | — | — | — | — | — | 33,517 | $1,387,269 | | 2022 to 2024 PSU | — | — | — | — | — | — | — | 31,368 | $1,298,322 | | 2023 to 2025 PSU | — | — | — | — | — | — | — | 40,807 | $1,689,002 | | PETER TOTH | — | — | — | — | — | — | — | — | — | | — | — | — | — | — | — | 14,997(6) | $620,726 | — | — | | — | — | — | — | — | — | 58,467(9) | $2,419,949 | — | — | | 2021 to 2023 PSU | — | — | — | — | — | — | — | — | — | | 2022 to 2024 PSU | — | — | — | — | — | — | — | — | — | | 2023 to 2025 PSU | — | — | — | — | — | — | — | 26,525 | $1,097,870 | | BRIAN TABOLT | — | — | — | — | — | 2,451(7) | $101,447 | — | — | | — | — | — | — | — | — | 2,794(5) | $115,644 | — | — | | — | — | — | — | — | — | 12,349(8) | $511,125 | — | — | | — | — | — | — | — | — | 8,306(6) | $343,785 | — | — | | 2021 to 2023 PSU | — | — | — | — | — | — | — | — | — | | 2022 to 2024 PSU | — | — | — | — | — | — | — | 3,481 | $144,079 | | 2023 to 2025 PSU | — | — | — | — | — | — | — | 4,896 | $202,645 |

  95. Outstanding Equity Awards at Fiscal Year-End Table

    (1) The Company does not grant stock options. (2) Assumes stock price of $41.39, the closing price on December 29, 2023. Target number of Performance Leveraged Stock Units are shown for the 2021 to 2023 PSU (payout 2024), 2022 to 2024 PSU (payout 2025) and 2023 to 2025 PSU (payout 2026), all three awards for which performance and grant are not yet determined and which are described in the Compensation Discussion and Analysis. The maximum achievable amount of Performance Leveraged Stock Units is 200% of target. Vesting date is February 22, 2024. (5) Vesting dates are February 28, 2024 and 2025. (6) Vesting dates are February 27, 2024, 2025 and 2026. (7) Vesting dates are July 26, 2024. (8) Vesting dates are November 3, 2024 and 2025. (9) Vesting dates are July 27, 2024 and 2025. (10) Vesting dates are October 30, 2024, 2025 and 2026. (11) Vesting dates are July 24, 2024, 2025 and 2026. It is noted that Mr. Puna is not included in the table above as he held no outstanding equity awards as of the end of the fiscal year and forfeited all outstanding awards upon departure from the Company.

  96. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  97. Option Exercises and Stock Vested Table

    | | OPTION AWARDS | | STOCK AWARDS | | | NEO | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | TOM PALMER | — | — | 216,180 | 9,442,951 | | KARYN OVELMEN | — | — | — | — | | NATASCHA VILJOEN | — | — | — | — | | ROBERT ATKINSON | — | — | 86,255 | 3,767,003 | | PETER TOTH | — | — | 29,233 | 1,270,174 | | BRIAN TABOLT | — | — | 10,022 | 401,799 | | AARON PUNA | — | — | — | — |

  98. Option Exercises and Stock Vested Table

    The Company provides two tax-qualified retirement plans, a Pension Plan, and a Savings Plan (401(k) plan). In addition, the Company offers a non-qualified pension plan (the “Pension Equalization Plan”), and non-qualified savings plan (the “Savings Equalization Plan”) for executive grade level employees.

  99. Pension Benefits Table(1)(2)

    Pension Benefits Table(1)(2)

  100. Pension Benefits Table(1)(2)

    | NEO | PLAN | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) | PAYMENTS DURING LAST FISCAL YEAR ($) | | TOM PALMER | Pension Plan | 7.67 | $257,421 | — | | | Pension Equalization Plan | 7.67 | $2,612,188 | — | | KARYN OVELMEN | Pension Plan | 0.67 | $45,187 | — | | | Pension Equalization Plan | 0.67 | $79,560 | — | | NATASCHA VILJOEN | Pension Plan | 0.25 | $31,518 | — | | | Pension Equalization Plan | 0.25 | $1,555 | — | | ROBERT ATKINSON | Pension Plan | 4.58 | $153,917 | — | | | Pension Equalization Plan | 4.58 | $783,480 | — | | PETER TOTH | Pension Plan | 1.50 | $63,415 | — | | | Pension Equalization Plan | 1.50 | $157,722 | — | | BRIAN TABOLT | Pension Plan | 2.67 | $50,798 | — | | | Pension Equalization Plan | 2.67 | $61,431 | — |

  101. Pension Benefits Table(1)(2)

    (1) Pension Calculation Assumptions. Qualified Plan and Pension Equalization Plan benefits are defined as a lump sum at age 65, the age at which the Stable Value benefits are unreduced. All of the benefits shown are also discounted from the earliest unreduced retirement age to current age using the FASB discount rate of 5.28%. Mr. Puna forfeited the pension benefit on departure.

  102. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The Committee maintains severance arrangements and protections to ensure alignment between the interests of our executives and our shareholders in the event of a sale or merger of the company. These benefits enable executive officers to focus their attention on business operations without undue concern regarding their own financial situations during these periods of potential disruption and distraction. The Committee designed these arrangements to be fair and reasonable, and in alignment with peer market practices.

  103. Potential Payments on Termination

    Potential Payments on Termination The following tables describe the estimated potential payments upon termination or change of control of the Company for the NEOs. The amounts shown assume that the termination or change of control occurred on December 31, 2023. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company.

  104. Potential Payments on Termination

    | NEO | Retirement ($) | TERMINATION NOT FOR CAUSE ($) | CHANGE OF CONTROL (CIC) ($) | TERMINATION AFTER CIC ($) | DEATH ($) | DISABILITY ($) | | TOM PALMER | | | | | | | | Base Benefit | — | $2,870,000 | | | | | | Bonus (Corporate Performance) | $2,152,500 | $2,152,500 | $2,152,500 | | $2,152,500 | $2,152,500 | | Restricted Stock Unit Units | — | — | | $2,966,628 | | | | Performance Stock Units | $7,960,539 | $7,960,539 | $7,960,539 | $4,624,381 | $7,960,539 | $7,960,539 | | Change of Control Payment | — | — | | $10,762,500 | | | | Accelerated Vesting of Restricted Stock Units | $2,557,985 | $1,753,901 | | $4,592,427 | $4,592,427 | $4,592,427 | | Incremental Non-Qualified Pension | — | — | | | | | | Health Care Benefits and Life Insurance Coverage | — | $79,577 | | $78,072 | | | | Life Insurance Proceeds | — | — | | | $1,500,000 | | | Disability Coverage | — | — | | | | | | Outplacement Services | — | $7,500 | | $10,000 | | | | Total | $12,671,023 | $14,824,017 | $10,113,039 | $23,034,008 | $16,205,466 | $14,705,466 | | KARYN OVELMEN | | | | | | | | Base Benefit(1) | — | $937,500 | | | | | | Bonus (Corporate Performance)(1) | — | $750,000 | $750,000 | | $750,000 | $750,000 | | Restricted Stock Units | — | — | | $833,305 | | | | Performance Stock Units | — | $— | $— | $— | $— | $— | | Change of Control Payment | — | — | | $1,687,134 | | | | Accelerated Vesting of Restricted Stock Units | — | $184,103 | | $1,244,639 | $1,244,639 | $1,244,639 | | Incremental Non-Qualified Pension | — | — | | | | | | Health Care Benefits and Life Insurance Coverage | — | $48,646 | | $59,161 | | | | Life Insurance Proceeds | — | — | | | $1,500,000 | | | Disability Coverage | — | — | | | | | | Outplacement Services | — | $7,500 | | $10,000 | | | | Total | — | $1,927,749 | $750,000 | $3,834,239 | $3,494,639 | $1,994,639 | | NATASCHA VILJOEN | | | | | | | | Base Benefit(2) | — | $1,062,500 | | | | | | Bonus (Corporate Performance)(2) | — | $935,000 | $935,000 | | $935,000 | $935,000 | | Restricted Stock Units | — | — | | $1,071,628 | | | | Performance Stock Units | — | | $— | $— | $— | $— | | Change of Control Payment | — | — | | $793,143 | | | | Accelerated Vesting of Restricted Stock Units | — | $363,239 | | $6,214,915 | $6,214,915 | $6,214,915 | | Incremental Non-Qualified Pension | — | — | | | | | | Health Care Benefits and Life Insurance Coverage | — | $54,662 | | $66,461 | | | | Life Insurance Proceeds | — | — | | | $1,500,000 | | | Disability Coverage | — | — | | | | | | Outplacement Services | — | $7,500 | | $10,000 | | | | Total | — | $2,422,901 | $935,000 | $8,156,147 | $8,649,915 | $7,149,915 |

  105. Potential Payments on Termination

    | NEO | Retirement ($) | TERMINATION NOT FOR CAUSE ($) | CHANGE OF CONTROL (CIC) ($) | TERMINATION AFTER CIC ($) | DEATH ($) | DISABILITY ($) | | ROBERT ATKINSON | | | | | | | | Base Benefit | — | $1,248,000 | | | | | | Bonus (Corporate Performance) | — | $915,200 | $915,200 | | $915,200 | $915,200 | | Restricted Stock Units | — | — | | $999,982 | | | | Performance Stock Units | — | $2,815,803 | $2,815,803 | $1,558,747 | $2,815,803 | $2,815,803 | | Change of Control Payment | — | — | | $3,494,400 | | | | Accelerated Vesting of Restricted Stock Units | — | $651,727 | | $1,611,768 | $1,611,768 | $1,611,768 | | Incremental Non-Qualified Pension | — | — | | | | | | Health Care Benefits and Life Insurance Coverage | — | $78,103 | | $78,103 | | | | Life Insurance Proceeds | — | — | | | $1,500,000 | | | Disability Coverage | — | — | | | | | | Outplacement Services | — | $7,500 | | $10,000 | | | | Total | — | $5,716,333 | $3,731,003 | $7,753,000 | $6,842,771 | $5,342,771 | | PETER TOTH | | | | | | | | Base Benefit | — | $901,333 | | | | | | Bonus (Corporate Performance) | — | $670,357 | $670,357 | | $670,357 | $670,357 | | Restricted Stock Units | — | — | | $649,989 | | | | Performance Stock Units | — | $365,929 | $365,929 | $731,899 | $365,929 | $365,929 | | Change of Control Payment | — | — | | $2,692,714 | | | | Accelerated Vesting of Restricted Stock Units | — | $702,223 | | $3,040,675 | $3,040,675 | $3,040,675 | | Incremental Non-Qualified Pension | — | — | | | | — | | Health Care Benefits and Life Insurance Coverage | — | $37,282 | | $42,272 | | | | Life Insurance Proceeds | — | — | | | $1,500,000 | | | Disability Coverage | — | — | | | | — | | Outplacement Services | — | $7,500 | | $10,000 | | | | Total | — | $2,684,624 | $1,036,286 | $7,167,549 | $5,576,961 | $4,076,961 | | BRIAN TABOLT | | | | | | | | Base Benefit | — | $512,050 | | | | | | Bonus (Corporate Performance and Personal) | — | $295,171 | $295,171 | | $295,171 | $295,171 | | Restricted Stock Units | — | — | | $167,174 | | | | Performance Stock Units | — | $163,573 | $163,573 | $183,109 | $163,573 | $163,573 | | Change of Control Payment | — | — | | $1,406,821 | | | | Accelerated Vesting of Restricted Stock Units | — | $232,198 | | $1,072,001 | $1,072,001 | $1,072,001 | | Incremental Non-Qualified Pension | — | — | | | | — | | Health Care Benefits and Life Insurance Coverage | — | $29,694 | | $38,847 | | | | Life Insurance Proceeds | — | — | | | $1,500,000 | | | Disability Coverage | — | — | | | | — | | Outplacement Services | — | $7,500 | | $10,000 | | | | Total | — | $1,240,186 | $458,744 | $2,877,952 | $3,030,745 | $1,530,745 |

  106. Potential Payments on Termination

    (1) Given May 2023 start date, target base pay vs. Summary Compensation Table base pay value used for basis of calculation to provide for a more representative estimate. (2) Given October 2023 start date, target base pay vs. Summary Compensation Table base pay value used for basis of calculation to provide for a more representative estimate. (*) It is noted that Mr. Puna is not included in the table above as he departed the Company on September 13, 2023 (prior to the December 31, 2023 assumption applied for the table) and was not eligible for termination payments in connection with his departure.

  107. Pay Ratio of CEO to Median Employee

    Pay Ratio of CEO to Median Employee The following summarizes the relationship of the annual total compensation of the median employee from among our employees (other than the CEO) and the annual total compensation of the CEO. To identify the median compensated employee for the 2024 Proxy Statement, the Company used a consistently applied compensation measure (“CACM”), defined as base salary excluding overtime and other incentives, which provides a reasonable estimate of compensation received. Salaries were annualized for employees (other than seasonal and temporary employees) starting employment in 2023, but not adjusted for part-time status. Local currency was consistently converted as of November 16, 2023, using the 2023 year-to-date exchange rates. No cost-of-living adjustments were applied. A small group of employees in three geographic locations (less than 0.5% of the total employee population) were excluded for data quality purposes. To arrive at the median employee for Newmont, actual total compensation of all selected employees was calculated in alignment with the method for calculating NEO total compensation. The Company used a statistical sampling methodology to identify all employees whom the Company expected to be paid within a 0.1% range of the median. The Company selected the representative employee from that group for purposes of calculating the ratio of CEO pay to median employee pay. The Company has determined that the 2023 annual total compensation of the median compensated employee was $55,338. For 2023, the total compensation for the Company’s CEO, Mr. Palmer, as reported in the “Summary Compensation Table” on page 80 was $11,747,104. Mr. Palmer’s total compensation is 212 times (or a ratio of 212 to 1) that of the estimated median compensated Newmont employee. This pay ratio is a reasonable estimate calculated in accordance with SEC rules based on our payroll and employment records. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, exclusions, and assumptions that reflect their compensation practices. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, even those in a related industry or of a similar size and scope. Other companies may have different employment practices, regional demographics, or may utilize different methodologies and assumptions in calculating their pay ratios.

  108. Pay Versus Performance Table

    Pay Versus Performance Table The following summarizes the relationship between the executive compensation actually paid by the Company and the financial performance of Newmont over a four-year performance period.

  109. Pay Versus Performance Table

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(1) | AVERAGE SUMMARY COMPENSATION TABLE FOR NON-PEO NEOS(2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(2)(3) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($M)(5) | FCF ($M)(6) | | | | | | | TOTAL SHARE- HOLDER RETURN | PEER GROUP TOTAL SHARE- HOLDER RETURN(4) | | | | 2023 | $11,747,104 | $1,125,000 | $3,949,153 | $1,569,024 | $100.82 | $156.39 | $(2,467) | $88 | | 2022 | $13,654,538 | $3,407,020 | $3,904,167 | $1,166,702 | $113.19 | $137.66 | $(369) | $1,067 | | 2021 | $12,667,106 | $15,415,524 | $3,922,861 | $3,707,302 | $145.20 | $150.22 | $233 | $2,613 | | 2020 | $12,202,285 | $14,852,971 | $4,943,217 | $5,525,436 | $138.96 | $138.86 | $2,791 | $3,588 |

  110. Pay Versus Performance Table

    (1) In his capacity as Chief Executive Officer, Mr. Palmer is included as our PEO for 2023, 2022, 2021, and 2020. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. (2) In 2023, the Non-PEO NEOs comprises Ms. Ovelmen, Ms. Viljoen, Mr. Atkinson, Mr. Toth, Mr. Tabolt, and Mr. Puna. In 2022, the Non-PEOs comprises Mr. Tabolt, Mr. Atkinson, Ms. Lipson, Mr. Toth, and Ms. Buese. In 2021, the Non-PEOs comprises Ms. Buese, Mr. Atkinson, Mr. Gotesfeld, and Ms. Lipson. In 2020, the Non-PEOs comprises Ms. Buese, Mr. Atkinson, Mr. Engel, and Mr. Gotesfeld. See Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table for additional details. (3) Upon receiving clarified guidance for the 2024 PVP calculations regarding the treatment of transitioning PEOs, the 2022 values have been updated to remove prorations for PEOs that only served for a portion of the year. In the 2023 Newmont Proxy Statement, the average compensation for PEOs was determined prorating for time served in role, which has been corrected in the table above. (4) Peer Group TSR is market cap weighted, with the following peers (peers published in 2023 Newmont Annual report): Agnico Eagle Mines Ltd (AEM US); Anglogold Ashanti Ltd (AU US); Freeport (FCX US), Gold Fields Ltd (GFI US); Barrick Gold Corp (GOLD US); Harmony Gold Mining Co Ltd (HMY US), and Kinross Gold Corp (KGC US). Newcrest, included in the peer group for 2020 to 2022, was removed for 2023 as a result of Newmont’s acquisition of Newcrest in 2023. (5) Represents Company Net Income as disclosed in respective year’s Newmont Annual Report. Transitioning from reporting Adjusted EBITDA in the 2023 Proxy Statement to Free Cash Flow in the 2024 Proxy Statement.

  111. Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

    Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

  112. Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

    | ADJUSTMENTS(7)(8)(9) | PEO | | | | | | | | OTHER NEO AVERAGE | | | | | | | | | | 2023 | | 2022 | | 2021 | | 2020 | | 2023 | | 2022 | | 2021 | | 2020 | | | Summary Compensation Table Total | (+) | $11,747,104 | (+) | $13,654,538 | (+) | $12,667,106 | (+) | $12,202,285 | (+) | $3,949,153 | (+) | $3,904,167 | (+) | $3,922,861 | (+) | $4,943,217 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | (-) | $8,896,322 | (-) | $10,132,164 | (-) | $8,566,067 | (-) | $7,659,869 | (-) | $2,899,811 | (-) | $2,665,646 | (-) | $2,287,820 | (-) | $2,639,891 | | Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table | (-) | $0 | (-) | $0 | (-) | $0 | (-) | $0 | (-) | $0 | (-) | $0 | (-) | $0 | (-) | $0 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | (+) | $7,410,447 | (+) | $6,409,104 | (+) | $10,094,687 | (+) | $9,490,638 | (+) | $2,021,753 | (+) | $1,722,529 | (+) | $2,696,083 | (+) | $3,270,846 | | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (-) | $6,203,785 | (-) | $6,161,789 | (+) | $3,757,541 | (+) | $2,114,057 | (-) | $757,830 | (-) | $1,381,313 | (+) | $672,482 | (+) | $1,179,673 | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | (-) | $3,262,797 | (-) | $1,432,304 | (-) | $2,698,509 | (-) | $1,096,571 | (-) | $835,620 | (-) | $629,778 | (-) | $1,357,393 | (-) | $863,441 | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | (-) | $0 | (-) | $0 | (-) | $291,792 | (-) | $0 | (-) | $0 | (-) | $0 | (-) | $116,408 | (-) | $0 | | Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | (+) | $664,022 | (+) | $806,513 | (+) | $769,710 | (+) | $305,363 | (+) | $74,826 | (+) | $124,336 | (+) | $246,121 | (+) | $163,566 | | Addition of incremental fair value of in respect of any options or SARS modified during the FY | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | (-) | $652,107 | (-) | $66,595 | (-) | $606,521 | (-) | $602,107 | (-) | $140,779 | (-) | $31,278 | (-) | $241,736 | (-) | $741,074 | | Addition for the Service Cost attributable to services rendered during the FY | (+) | $318,437 | (+) | $329,717 | (+) | $289,369 | (+) | $99,175 | (+) | $157,331 | (+) | $123,685 | (+) | $173,112 | (+) | $212,540 | | Addition for the prior Service Cost in respect of a plan amendment or initiation during the FY | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | (+) | $0 | | Compensation Actually Paid | | $1,125,000 | | $3,407,020 | | $15,415,524 | | $14,852,971 | | $1,569,024 | | $1,166,702 | | $3,707,302 | | $5,525,436 |

  113. Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

    Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for restricted stock units represents the sum of changes in fair value during the fiscal year. The fair market values at the end of the fiscal years were December 29, 2023 = $41.39; December 30, 2022 = $47.20; December 31,2021 = $62.02; December 31, 2020 = $59.89; and December 31, 2019 = $43.45. The restricted stock unit awards vest pro-ratably over three years. See the Compensation Discussion and Analysis for a description of this award and the rationale. The fair market values per share for restricted stock units on the following vest dates are as follows: 2/25/2020 = $50.07, 2/26/2020 = $49.17, 2/27/2020 = $48.30, 7/27/2020 = $69.20, 7/28/2020 = $68.23, 2/22/2021 = $57.12, 2/24/2021 = $56.76, 2/25/2021 = $56.63, 2/26/2021 = 55.01, 7/26/2021 = $60.59, 2/22/2022 = $67.67, 2/24/2022 = $67.90, 2/25/2022 = $67.07, 7/26/2022 = $44.59 (2020 Plan) and $45.81 (2013 Plan), 2/22/2023 = $45.17, 2/24/2023 = $43.58, 2/28/2023 = $43.34, 7/26/2023 = $43.61, 7/27/2023 = $43.45, 11/3/2023 = $37.96. (8) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for performance stock units represents the sum of changes in fair value during the fiscal year. The performance stock unit awards vest with a three-year cliff. Pursuant to ASC 718, the grant date fair value of Performance Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model which determined a grant date fair value for the 2017 to 2020 program, 2019 fair value = $52.21 and 2/27/2020 vest date fair market value = $48.30; 2018 to 2021 program, 2019 fair value = $40.89, 2020 fair value = $52.33, and 2/26/2021 vest date fair market value = $55.01; for the 2019 to 2022 program 2019 fair value = $47.24, 2020 fair value = $71.44, 2021 fair value = $98.67, and 2/25/2022 vest date fair market value = $67.07; for the 2020 to 2023 program 2020 fair value = $74.67, 2021 fair value = $107.46, 2022 fair value = $89.85, and 2/24/2023 vest date fair market value = $43.58; for the 2021 to 2024 program 2021 fair value = $80.06, 2022 fair value = $57.58, and 2023 fair value = $32.23; and for the 2022 to 2025 program 2022 fair value = $46.14 and 2023 fair value = $23.21; for the 2023 to 2026 program 2023 fair value = $37.27. The Monte Carlo model is further described in the Newmont’s Annual Report on Form 10-K for the year ended December 29, 2023. The maximum value of the Performance Stock Units is 200% of target. See the Compensation Discussion and Analysis for a description of this award and the rationale. The total pension benefit adjustments for each applicable year includes the aggregate of two components: (i) the actuarially determined service cost for services rendered during the applicable year (“service cost”), and (ii) the entire cost of benefits granted in a plan amendment during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment (“prior service cost”), which was $0, in each case calculated in accordance with U.S. GAAP using the same methodologies the Company uses for its financial statements. Service cost for fiscal 2022 for the Qualified Plan was remeasured due to the settlement accounting required from the retiree annuity purchase on March 25, 2022. The discount rate used for determining the service cost reflected 3.03% from January 1, 2022, through March 25, 2022, and 4.09% from March 26, 2022 through December 31, 2022. The amount of service cost was $0 for Mr. Tabolt for 2023,2022, 2021, and 2020, Mr. Atkinson for 2021 and 2020, Mr. Toth for 2023, 2022, 2021, and 2020, Ms. Viljoen for 2023, 2022, 2021, and 2020, and Ms. Ovelmen for 2023, 2022, 2021, and 2020 due to ineligibility to participate in our Pension Plan and Pension Equalization Plan and be included in relevant census data for each respective year, based on the same methodologies that the Company uses to compute service cost for its financial statements under U.S. GAAP. All assumptions are consistent with those used in our preliminary expense letters issued for fiscal years 2020, 2021, and 2022 issued March 16, 2020, March 8, 2021, and February 24, 2022 and April 5, 2022, and January 31, 2023, respectively.

  114. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance Executive compensation is linked strongly to the financial and operational performance of the Company, with a majority of annual target compensation being variable and at risk. In 2023, 88.5% of the total target compensation for the principal executive officer (PEO) and 78.3% of non-PEO NEO pay, on average, was at risk and tied to performance measures that impact shareholder return, including Free Cash Flow. The following charts provide a clear visual description of the relationship between Compensation Actually Paid and Newmont Total Shareholder Return, Peer/Index Total Shareholder Return, Newmont Free Cash Flow, and Newmont Net Income as included in the Pay Versus Performance table above.

  115. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  116. Compensation Actually Paid versus Free Cash Flow and Net Income

    Compensation Actually Paid versus Free Cash Flow and Net Income