DEF 14A of NEWMONT Corp /DE/, Mar 26, 2026

DEF 14A of NEWMONT Corp /DE/

Filed Mar 26, 2026 · FY20250001104659-26-035211

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Dear Fellow Stockholders: I am pleased to present Newmont’s Annual Proxy Statement and invite you to vote at our 2026 Annual Meeting of Stockholders, which will be held on Tuesday, May 12, 2026, at 8:00 a.m. Mountain Daylight Time. This year, we are hosting a virtual Annual Meeting, providing an opportunity for all our stockholders to participate, irrespective of their geographic location. For more information about how to attend virtually and how to vote your shares, please see the Notice of Annual Meeting.

  2. PROPOSAL ONE — ELECTION OF DIRECTORS

    PROPOSAL ONE — ELECTION OF DIRECTORS Newmont has a highly experienced slate of Director nominees. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in key areas to bring strong strategic oversight. All nominees are independent, except for one director, Newmont’s President and Chief Executive Officer. Average Director tenure is 6.3 years, with ongoing refreshment. The Board is highly engaged between regular quarterly meetings, special meetings and site visits — with a combined 98% overall attendance rate at Board of Director meetings, and Board Committee meetings for all incumbent Directors standing for re-election.

  3. PROPOSAL ONE — ELECTION OF DIRECTORS

    | | FOR | | | The Board of Directors Unanimously Recommends that Stockholders Vote “FOR” Each of our Twelve Nominees for Director. |

  4. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS

  5. 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 total 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 set forth in our By-Laws and 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 Board of Directors shall publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Director who has tendered their resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines and our By-Laws are available on our website at http://www.newmont.com/about-us/governance-and-ethics/.

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

    | 2026 Proxy Statement | 9 |

  7. 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 2026 Annual Meeting, based upon information furnished by each director. 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 skills, education, industry expertise, business experience, geographic, and international experience and other background in the selection of candidates to serve on the Board.

  8. Director Nominee Overview

    | 10 | Newmont Corporation |

  9. 2026 Director Nominees

    2026 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 his/her successor is elected and qualified. All nominees are currently serving as Directors of the Company - eleven were elected to the Board of Directors at the last Annual Meeting with Ms. Viljoen having been appointed to the Board effective January 1, 2026, in connection with her election to the role of President and Chief Executive Officer. 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. 2026 Director Nominees

    | Gregory H. Boyce | Emma FitzGerald | Jane Nelson | | Bruce R. Brook | Sally-Anne Layman | Julio M. Quintana | | Maura J. Clark | José Manuel Madero | David T. Seaton | | Harry M. (Red) Conger | René Médori | Natascha Viljoen |

  11. 2026 Director Nominees

    | 14 | Newmont Corporation |

  12. 2026 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:

  13. 2026 Director Nominees

    | GREGORY H. BOYCE | | | | Independent Chair of the Board Age: 71 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, 71, 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 Committee 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. 2026 Director Nominees

    | 2026 Proxy Statement | 15 |

  15. 2026 Director Nominees

    | BRUCE R. BROOK | | | | Senior Independent Director Age: 70 Director Since: October 2011 Board Committees: } Audit (Chair) } Corporate Governance and Nominating } Executive-Finance | | Career Highlights Bruce R. Brook, 70, 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 Bachelor of Commerce and Bachelor of Accounting degrees 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 (AICD). | | | Director Qualifications: | | | | Financial Expertise — Chair of Newmont’s Audit Committee and Chair of the Audit Committee at Dyno Nobel Limited (formerly 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 (ASIC) from 2013 to 2018. Finance executive experience as Chief Financial Officer of WMC Resources Limited from 2002 to 2005. 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 Dyno Nobel Limited (formerly known as 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 Dyno Nobel Limited, 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 Dyno Nobel Limited and Djerriwarrh Investments Limited. Former Director and Chair of the Audit Committees of CSL Limited (2011 to 2023) and of Boart Longyear Limited (2007 to 2015), former Director and Chair of Programmed Group from 2010 to 2017, and former Director of Lihir Gold Limited, Consolidated Minerals Limited, Energy Developments Limited and Snowy Hydro Limited and former independent Chair of Energy Developments Limited. |

  16. 2026 Director Nominees

    | 16 | Newmont Corporation |

  17. 2026 Director Nominees

    | MAURA J. CLARK | | | | Independent Director Age: 67 Director Since: April 2020 Board Committees: } Audit | | Career Highlights Maura J. Clark, 67, 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 qualified as a Chartered Professional Accountant in Canada. | | | Director Qualifications: | | | | Financial Expertise — Former Chair of the Fortis Audit Committee from May 2021 to May 2025. Formerly served as the Audit Committee Chair of Agrium/Nutrien and Elizabeth Arden. 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 Officer 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. Current service on the Board of Nutrien, the world’s largest producer of potash. 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. Experience with oversight of cybersecurity as a member of the Fortis Board of Directors. | | | Compensation Expertise — Experience serving as a member of Nutrien’s Human Resources and Compensation Committee and as a member of Garret Motion’s 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. and its predecessor company Agrium from 2016 to present. Prior service on the Garrett Motion, Inc. Board from October 2018 to September 2020. Prior service on the Board of Elizabeth Arden Inc. from 2005 to 2016. |

  18. 2026 Director Nominees

    | 2026 Proxy Statement | 17 |

  19. 2026 Director Nominees

    | | 69 June 2024 „ | | HARRY M. CONGER | | | | Independent Director Age: 70 Director Since: June 2024 Board Committees: „ Safety and Sustainability | | Career Highlights Harry M. (Red) Conger IV, 70, retired from Teck Resources Limited where he was President and Chief Operating Officer and a Director on the Board from September 2022 to October 2023, having previously joined Teck in September 2020 as Executive Vice President and Chief Operating Officer. Prior to joining Teck, he held the role of President and Chief Operating Officer of Americas at Freeport-McMoRan Inc. Mr. Conger’s experience also included multiple executive roles at Phelps Dodge and operational roles at Kennecott Copper Corporation. Mr. Conger previously served as Chair of the National Mining Association and as Chair of the New Mexico Association of Commerce and Industry, Commissioner of the New Mexico Mining Commission and Director of the Arizona Mining Association. Mr. Conger holds a Bachelor of Science degree in mining engineering from Colorado School of Mines with Postgraduate executive management studies at Duke University Fuqua School of Business, and Whitmore School of Business and Economics at the University of New Hampshire. | | | Director Qualifications: | | | | CEO/Executive Management Skills — Experience as former President and Chief Operating Officer of Teck Resources and other executive management positions as noted above. | | | Operational and Industry Expertise — Over 46 years prior experience in the mining industries. President and Chief Operating Officer of Teck Resources and Freeport-McMoRan. Chair of the New Mexico Association of Commerce and Industry, Commissioner of the New Mexico Mining Commission and Director of the Arizona Mining Association. Past Chairman of the National Mining Association. Past Co-Chair of the Society for Mining, Metallurgy & Exploration. | | | Health, Safety, Environmental, and Social Responsibility Experience — Experienced in regulatory, policy, and social responsibility, with a focus on long-term vision, community relations, safety, change management, and production efficiency. Former Vice President of Quality (Quest for Zero). Co-Chair of Creating Global Prosperity: The Campaign for Mining by the Society for Mining Metallurgy and Exploration. Former commissioner on the New Mexico Mining Commission and the Arizona Water Review Commission. Honored with the 2018 Ankh Award, Copper Man of the Year for leadership in workforce safety and community collaboration, and the 2017 Charles F. Rand Memorial Gold Medal for excellence in community leadership. | | | International Experience — Extensive international experience as a director of multiple international and multinational mining companies, including Teck Resources, Freeport-McMoRan and Phelps Dodge. Has lived and worked in Santiago, Chile and Vancouver BC, Canada. | | | Board Experience — Service on the Company’s Board of Directors since June 2024. Former Director of Teck Resources Limited from September 2022 to October 2023. Former Board Member of the National Mining Association (Chairman in 2014 and 2015), Former Co-Chair of initiative Creating Global Prosperity: The Campaign for Mining, Chairman of New Mexico Association of Commerce and Industry and Director of the Arizona Mining Association. |

  20. 2026 Director Nominees

    | 18 | Newmont Corporation |

  21. 2026 Director Nominees

    | EMMA FITZGERALD | | | | Independent Director Age: 59 Director Since: December 2021 Board Committees: } Safety and Sustainability | | Career Highlights Dr. Emma FitzGerald, 59, 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 and 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 UK National Energy System Operator (NESO) and Seplat Energy plc. Dr. FitzGerald holds a Master of Business Administration from Manchester Business School, and an MA and Doctor of Philosophy in Surface Chemistry/Physics from Balliol College, Oxford University and an 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 and 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 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 March 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 National Energy System Operator since October 2025 and as a member of the People and Governance Committee and the Operational Effectiveness and Resilience Committee. Current service on the Board of Seplat Energy and as Chair of the Remuneration Committee from 2021 to present. Prior service on the Board of UPM Kymmene Oyj from March 2020 to April 2024. Prior service on the Puma Energy International and 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. |

  22. 2026 Director Nominees

    | 2026 Proxy Statement | 19 |

  23. 2026 Director Nominees

    | SALLY-ANNE LAYMAN | | | | Independent Director Age: 52 Director Since: November 2023 Board Committees: } Leadership Development and Compensation | | Career Highlights Sally-Anne Layman, 52, 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. | | | Compensation Expertise — Experience serving as the Chair of the Remuneration and Nomination Committee of Imdex Ltd, and as a member on the Remuneration & Nomination Committees of Beach Energy, Perseus Mining Ltd, and Gascoyne Resources Limited, including involvement in decisions related to compensation and benefits in senior executive roles. | | | Health, Safety, Environmental, and Social Responsibility Experience — Director of Beach Energy Limited, Imdex Ltd, and PLS Ltd. and member and/or Chair of committees relating to Health, Safety, Environmental and/or Social Responsibility at Imdex Ltd and PLS Ltd and formerly a member of Beach Energy Limited Risk, Corporate Governance and Sustainability Committee and the 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, as Lead Independent Director since November 2025, as Chair of the Audit and Risk Committee and as a member of the Remuneration and Nomination Committee and former member of the Risk, Corporate Governance, and Sustainability Committee. On the Boards of Imdex Ltd. since 2017 as the Chair of the Remuneration and Nomination and the Sustainability Committees and former Chair of the Audit, Risk, and Compliance Committee and PLS Ltd since 2018 as a member and former Chair of the Sustainability Committee and as current Chair and 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. |

  24. 2026 Director Nominees

    | 20 | Newmont Corporation |

  25. 2026 Director Nominees

    | JOSÉ MANUEL MADERO | | | | Independent Director Age: 57 Director Since: April 2021 Board Committees: } Safety and Sustainability | | Career Highlights José Manuel Madero, 57, is the Founder and Managing Partner of Bizwp SC, a management 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 prior service 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 acquisitions, 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 and is a member of the Audit Committee. From July 2023 to March 2024, he served as the Interim Board Chair of Constellation Brands, Inc. |

  26. 2026 Director Nominees

    | 2026 Proxy Statement | 21 |

  27. 2026 Director Nominees

    | RENÉ MÉDORI | | | | Independent Director Age: 68 Director since: April 2018 Board Committees: } Audit | | Career Highlights René Médori, 68, 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 and SSE plc Audit Committees. 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 on the board of Vinci SA since 2018. Formerly served on the boards of Petrofac Ltd (January 2012 - November 2025), Cobham plc, (2017 – 2019) Anglo American plc (2005 – 2017), AngloGold Ashanti (JSE) (2005 – 2017), Anglo American Platinum (JSE) (2005 – 2017), SSE plc (2003 – 2012), and The BOC Group plc (2000 – 2005). |

  28. 2026 Director Nominees

    | 22 | Newmont Corporation |

  29. 2026 Director Nominees

    | JANE NELSON, CMG | | | | Independent Director Age: 65 Director Since: October 2011 Board Committees: } Safety and Sustainability (Chair) } Corporate Governance and Nominating | | Career Highlights Jane Nelson, 65, 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, 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. In 2024, she was appointed as a Companion of the Order of St Michael and St George (CMG) in the UK’s New Year Overseas and International Honours List for her services to business and sustainability. | | | 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. 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 Food Systems Innovation and member of Global Future Councils on Good Governance, Transparency and Anti-Corruption, and 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. Former Co-Chair and Commissioner of the Business Commission to Tackle Inequality and a member of the World Business Council for Sustainable Development’s Imperatives Advisory Board. Co-Chair of the World Economic Forum’s Global Future Council on the Energy Nexus, and former member, World Economic Forum’s Community of Climate Governance Experts. Editor-in-Chief of Cambridge University Forum on Corporate Climate Governance. Senior Fellow, Business Fights Poverty Institute. One of the five track leaders for the Clinton Global Initiative in 2009, leading the track on Developing Human Capital. Expertise in sustainability 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 Sustainable Development Goals. | | | Academic Experience — Founding Director, Corporate Responsibility Initiative, senior research fellow, and former adjunct lecturer in Public Policy, Kennedy School of Government, Harvard University. 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 editor of seven books and over 100 publications on corporate responsibility, sustainability, 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. Prior service on the Board of the Abraaj Group, FSG, SITA (now part of SUEZ group), and the World Environment Center (now an Emeritus Director). |

  30. 2026 Director Nominees

    | 2026 Proxy Statement | 23 |

  31. 2026 Director Nominees

    | JULIO M. QUINTANA | | | | Independent Director Age: 66 Director Since: October 2015 Board Committees: } Leadership Development and Compensation (Chair) } Corporate Governance and Nominating | | Career Highlights Julio M. Quintana, 66, 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 and current Chair 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. Current service on the Board of SM Energy Company since January 2006 including as Chairman since May 2023; and on the Board of Calumet, Inc. since June 2025. Former Chair of Basic Energy Services (Director December 2016 to October 2021 and Chair from September 2019 to October 2021). Former director of Tesco Corporation and California Resources Corporation. |

  32. 2026 Director Nominees

    | 24 | Newmont Corporation |

  33. 2026 Director Nominees

    | | [63] Nominee „ | | DAVID T. SEATON | | | | Independent Director Age: 64 Director Since: April 2025 Board Committees: Audit | | Career Highlights David T. Seaton, 64, retired from Fluor Corporation as Chair and Chief Executive Officer in 2019. He became CEO and joined Fluor’s Board of Directors in February 2011 and was elected to the role of Chair of the Board in February 2012. Prior to that, Mr. Seaton held numerous positions in both operations and sales globally since joining Fluor Corporation in 1985, including as Chief Operating Officer. Mr. Seaton holds a Bachelor of Arts Degree and an Honorary Doctoral Degree in Business Administration and Management from the University of South Carolina, is a graduate of the Thunderbird School of Global Management International Management Program, and Wharton School of the University of Pennsylvania Advanced Management Program. | | | Director Qualifications: | | | | CEO/Executive Management Skills — Extensive senior executive experience as former Chair and Chief Executive Officer of Fluor Corporation, a multinational engineering and construction company, and various other leadership roles. | | | Large-Scale Project Development Expertise — Over 30 years of experience in the global engineering construction industries, including in various roles with Fluor Corporation. He also served as a senior advisor for the Boston Consulting Group’s Infrastructure Practice and 8VC Enterprises LLC. | | | International Experience — Extensive senior executive experience working on global engineering and construction as the former Chief Executive Officer and Chief Operating Officer of Fluor Corporation. He has served in leadership positions of numerous business associations, including the Business Roundtable, the International Business Council, the American Petroleum Institute, and the U.S.-Saudi Arabian Business Council. | | | Financial Expertise — Extensive financial management experience in senior executive roles and as a member of the Audit Committee for The Mosaic Company. Global capital project experience in executive roles. | | | Health, Safety, Environmental, and Social Responsibility Experience — Experience managing matters related to regulatory, policy, and social responsibility in executive roles. Currently the Public Policy, Safety, and Environment Committee Chair of Conoco Phillips. Former Chair of the National Association of Manufacturers and the National Board of Governors of the Boys and Girls Clubs of America. Prior service on Public Policy and Sustainability Committee of ConocoPhillips. | | | Board Experience — Service on the Company’s Board of Directors since April 2025. Also serves on the Boards of Directors of ConocoPhillips, one of the world’s largest independent energy & petroleum companies since March 2020 and The Mosaic Company, one of the world’s leading integrated producers of concentrated phosphate and potash, since April 2009. Prior service on the board of Fluor Corporation from February 2011 to May 2019, having served as Chair from February 2012 to May 2019. |

  34. 2026 Director Nominees

    | 2026 Proxy Statement | 25 |

  35. 2026 Director Nominees

    | NATASCHA VILJOEN | | | | President and Chief Executive Officer Age: 55 Director Since: January 2026 Board Committees: ▶Executive-Finance | | Career Highlights Natascha Viljoen, 55, is President and Chief Executive Officer and joined Newmont's Board of Directors on January 1, 2026. Ms. Viljoen was promoted to President and Chief Operating Officer in May 2025, having previously served as Executive Vice President and Chief Operating Officer since October 2023. As President, she led the Company's global operations, projects and studies, and health, safety, security, and environmental teams, while driving strong operating results and guiding Newmont's strategic direction. Prior to joining Newmont, Ms. Viljoen served as Chief Executive Officer of Anglo American Platinum (now Valterra Platinum) in South Africa from 2020, having previously held operating and technical positions within the organization, including Group Head of Processing. She also spent six years at Lonmin, serving on the executive committee as Executive Vice President of Processing with responsibility for sustainability and other corporate functions. Ms. Viljoen holds an Executive MBA from the University of Cape Town and a Bachelor of Engineering from North-West University in South Africa. | | | 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 Chief Executive Officer with Anglo American Platinum (now Valterra Platinum) and a member of the Anglo American plc Group Management Committee. Held leadership positions at Anglo American, BHP and Lonmin, earning a reputation for safety leadership, operational discipline, and building high-performance teams. | | | Operational and Industry Expertise — More than 30 years of international mining experience with senior leadership roles across multiple commodities and continents. Has worked in diverse roles leveraging processing activities as an integral part of the value chain, focusing on near-term cash generation and long-term sustainable value creation. Brings hands-on experience working with operators and maintainers in mining and processing, including at Lonmin where she served on the executive committee as Executive Vice President of Processing. Demonstrated track record of delivering sustainable value by unlocking value of mineral endowments through intelligent plant technologies and step-change innovations. | | | International Experience — Extensive senior executive experience working with multinational mining operations in South Africa, Zimbabwe, Botswana, Ghana, Mexico, Suriname, Canada, USA, Australia, Papua New Guinea, Peru, Brazil, Chile, and Argentina. | | | Health, Safety, Environmental, and Social Responsibility Experience — Strong commitment to improving safety and productivity through implementation of safety culture programs. Passionate leader in numerous safety and environmental initiatives and for the advancement of the role of mining as a force for good. | | | Labor and Compensation Expertise — Extensive labor relations and compensation experience in various senior executive roles including responsibility for managing a team of more than 25,000 employees and six owned and joint venture mining operations with an integrated value chain and down-stream processing across two countries. Since joining Newmont as Chief Operating Officer in 2023, has overseen all of the Company’s operations, with a focus on integration of acquired assets, portfolio optimization, and talent development across the Company’s global footprint. | | | Board Experience — Service on the Company’s Board of Directors since January 2026. Former service on the Boards of Anglo American Platinum from April 2020 to September 2023 and Kumba Iron Ore from February 2016 to March 2017. |

  36. 2026 Director Nominees

    | 26 | Newmont Corporation |

  37. Independent Compensation Consultant

    Independent Compensation Consultant For executive compensation consulting services in 2025, 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 conflicts 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.” 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 2025. See “Director Compensation.”

  38. Independent Compensation Consultant

    | 40 | Newmont Corporation |

  39. Director Compensation

    Director Compensation The following table shows the compensation program applied to each of our non-employee Directors during 2025:

  40. 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 | | | $175,000 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. |

  41. Director Compensation Program

    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 “Compensation Peer Group” for review of peer companies) to ensure alignment with companies of a similar business scope and size. A secondary review is completed assessing practices in comparison to our International Mining Peer Group (comprised of Agnico Eagle Mines Limited, Anglo American plc, AngloGold Ashanti plc, Barrick Gold Corporation, BHP Group Limited, Freeport-McMoRan Inc., Kinross Gold Corporation, and Rio Tinto Group).

  42. Director Compensation Program

    | 2026 Proxy Statement | 41 |

  43. Director Compensation Program

    In February 2025, the Corporate Governance and Nominating Committee of the Board (the “Committee”) 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 Committee determined that no changes to the program were recommended for 2025. Non-Executive Chair compensation, including the retainers and stock award, were assessed to be aligned with the median of our Compensation Peer Group, and remain well below the median of our International Mining Peer Group. Compensation for all other Director positions also remained in alignment with the median of our Compensation Peer Group. In February 2026, the Committee again performed its annual review of the non-executive director compensation program, supported by analysis of pay levels prepared by the Company’s third-party consultant, WTW. To ensure that director pay levels remain competitive and in alignment with the Compensation Peer Group, the Committee determined to recommend a 5% increase to director compensation and Non-Executive Chair compensation with the increase to be applied entirely to the annual equity award in order to continue to align director interests with those of our stockholders. This results in increasing the equity retainer by $15,750 for Board Members (increasing the $180,000 equity retainer to $195,750) and by $24,500 for the Board Chair (to $204,500) for 2026.

  44. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025 The following table presents compensation paid to non-employee directors for services rendered in fiscal 2025 as calculated in accordance with SEC rules.

  45. Director Compensation for Fiscal 2025

    | | FEES EARNED OR | | ALL OTHER | | | | PAID IN CASH | STOCK AWARDS(2) | COMPENSATION | TOTAL | | NAME(1) | ($) | ($) | ($) | ($) | | PHILIP AIKEN AM(3) | $44,876 | $— | $8,007 | $52,883 | | GREGORY H. BOYCE(4) | $330,000 | $180,000 | $5,000 | $515,000 | | BRUCE R. BROOK(4) | $165,000 | $180,000 | $5,000 | $350,000 | | MAURA J. CLARK | $135,000 | $180,000 | $5,000 | $320,000 | | HARRY M. CONGER | $135,000 | $180,000 | $— | $315,000 | | EMMA FITZGERALD | $135,000 | $180,000 | $— | $315,000 | | SALLY-ANNE LAYMAN | $135,000 | $180,000 | $5,000 | $320,000 | | JOSÉ MANUEL MADERO | $135,000 | $180,000 | $— | $315,000 | | RENÉ MÉDORI | $135,000 | $180,000 | $— | $315,000 | | JANE NELSON | $160,000 | $180,000 | $— | $340,000 | | JULIO M. QUINTANA | $160,000 | $180,000 | $— | $340,000 | | SUSAN N. STORY(3) | $44,876 | $— | $55,092 | $99,968 | | DAVID T. SEATON | $90,495 | $180,000 | $— | $270,495 | | (1) Mr. Palmer’s compensation is shown in the Summary Compensation Table. Mr. Aiken and Ms. Story retired from Newmont's Board, effective as of April 30, 2025, the date of the 2025 Annual Meeting of Stockholders. | | | | | | (2) For 2025, all non-employee Directors elected to receive stock awards in the form of director stock units (“DSUs”) except for Mr. Médori, who elected to receive common stock. 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 May 1, 2025, with a grant date fair value of $51.49. There are no other assumptions made in the valuation of the stock awards. | | | | | | (3) The amount shown as All Other Compensation for Mr. Aiken represents accrued dividends paid in connection with the shares of common stock underlying 6,512 director stock units awarded to Mr. Aiken from 2023 to 2024 pursuant to the Company's director compensation program. The amount shown as All Other Compensation for Ms. Story represents accrued dividends paid in connection with shares of common stock underlying 14,797 director stock units awarded to Ms. Story from 2020 to 2024 pursuant to the Company's director compensation program. | | | | | | (4) The amount shown as All Other Compensation for Mr. Boyce, Mr. Brook, Ms. Clark and Ms. Layman represents 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 $5,000 for Mr. Brook and Ms. Layman assumes a conversion rate of $0.645 for Australian Dollar (“AUD”) to U.S. dollar for donations made in AUD. | | | | |

  46. Director Compensation for Fiscal 2025

    | 42 | Newmont Corporation |

  47. Incentive Plan Design Supports Execution of Strategic Priorities

    Incentive Plan Design Supports Execution of Strategic Priorities The Company’s incentive programs are structured to align executive compensation with key business priorities and long-term stockholder value creation. Performance measures focus on capital discipline, operational and financial performance, sustainability, safety, and culture, reinforcing accountability for delivering balanced and sustainable results.

  48. Incentive Plan Design Supports Execution of Strategic Priorities

    | BUSINESS PRIORITY | INCENTIVE PLAN ALIGNMENT | | Our Performance – Improving Operational Efficiency and Financial Performance | } 35% of the annual incentive program is tied to Adjusted Cash Sustaining Costs per Gold Equivalent Ounce (CSC/GEO)(1), assessing operational efficiency and cost structure } 35% of the annual incentive program is tied to Adjusted Free Cash Flow (FCF)(1), reinforcing financial performance and cash generation | | Our People – Ensuring Safety | } Safety performance is incorporated into the annual incentive program through leading and lagging indicators, reinforcing safe and reliable operations across the organization | | Our People – Strengthening Culture | } Culture and leadership priorities are incorporated into the annual incentive program to support employee engagement and leadership accountability | | Our Endowment – Advancing Sustainability | } Annual incentive measures incorporate sustainability priorities, including water efficiency, and Indigenous and local employment } Long-term incentives include Scope 1 and Scope 2 emissions reduction project milestones aligned with the Company’s energy efficiency commitments | | Our Performance – Driving Cost & Capital Discipline | } 30% of the Performance Share Unit (PSU) program is tied to Return on Capital Employed (ROCE), reinforcing disciplined capital allocation and long-term capital efficiency | | Creating Stockholder Value | } 60% of the PSU program is tied to Relative Total Shareholder Return (rTSR), aligning long-term compensation with stockholder value creation relative to peers |

  49. Incentive Plan Design Supports Execution of Strategic Priorities

    (1) Note that Adjusted CSC/GEO and Adjusted Free Cash Flow are non-GAAP metrics used for compensation purposes. See Annex A-1 for reconciliations.

  50. Executive Pay Aligned to Company Performance

    | PERIOD(2) | TSR AND REALIZED PAY | KEY DRIVERS OF REALIZED PAY | | 2022 to 2024 | } Realized pay was 35% below target pay } TSR decreased 16% | } Annual bonus paid at ~69% of target } PSUs paid at 51% of target } Decline in stock price reduced underlying value of awards | | 2025 | } Realized pay was 27% above target pay } TSR increased 173% | } Annual bonus paid at ~155% of target } Increase in stock price increased underlying value of awards |

  51. Leadership Changes Support Business Continuity

    | TRANSITION | COMPENSATION ACTIONS | | Ms. Viljoen was promoted to President and Chief Operating Officer in May 2025 | } Base salary was increased to $1,000,000 } Target bonus was established at 115% of base salary } A one‑time promotional RSU grant with a target value of $635,000 was awarded to recognize her expanded scope of responsibilities; the grant vests in three equal annual installments over approximately three years, with vesting dates of February 24, 2026, 2027, and 2028, aligned with the vesting schedule of the 2025 annual LTI grant | | Ms. Viljoen was promoted to President and Chief Executive Officer in January 2026 | } Base salary was increased to $1,200,000 } Target bonus was established at 150% of base salary } Target long-term incentive (LTI) opportunity was established at $7,000,000 } Total Target Direct Compensation was set at $10,000,000, positioned modestly below the median of the Compensation Peer Group |

  52. Leadership Changes Support Business Continuity

    | 48 | Newmont Corporation |

  53. Leadership Changes Support Business Continuity

    | Mr. Palmer retired as Chief Executive Officer and transitioned to strategic advisor in January 2026 | } To support an orderly transition and the advancement of strategic priorities, the Company entered into a transition agreement with Mr. Palmer } The agreement provides for continued vesting of his 2024 PSU award without proration, based on actual performance, provided he remains employed through the end of the advisory term } Mr. Palmer received base salary at the rate in effect on the date of the agreement during the advisory term and was not eligible for a prorated annual incentive or long-term incentive award for services in 2026 } Mr. Palmer received no additional payments } In consideration of this arrangement, Mr. Palmer agreed to a non-compete covenant that applies for twelve months following termination |

  54. Leadership Changes Support Business Continuity

    In addition to the transitions described above, on July 11, 2025, Ms. Karyn Ovelmen resigned from her role as Chief Financial Officer (CFO). Following her resignation, Mr. Peter Wexler was appointed Interim CFO. To support a smooth transition of responsibilities and maintain business continuity, the Committee took the following actions:

  55. Leadership Changes Support Business Continuity

    | } | Ms. Ovelmen entered into a separation agreement to assist with the transition of CFO responsibilities. Pursuant to the separation agreement, Ms. Ovelmen received six months of her base salary and six months of medical insurance coverage following her separation from the Company. Ms. Ovelmen received no additional payments. |

  56. Leadership Changes Support Business Continuity

    | } | Mr. Wexler received a one-time RSU grant with a value of $1,000,000 vesting 1/3 per year over a 3-year period in recognition of his additional responsibilities as Interim CFO. The award partially addressed the peer group market pay differential between the Chief Legal Officer and Chief Financial Officer roles, based on the expectation that Mr. Wexler would serve concurrently as CLO and Interim CFO for approximately 12 months. |

  57. Newmont’s Pay Philosophy

    | } | Maintain strong cost discipline by balancing competitiveness with long-term affordability, sustainability, and financial stewardship |

  58. Newmont’s Pay Philosophy

    | } | Align with market practices using a rigorous benchmarking methodology |

  59. Evolution of Executive Compensation Plan Design

    | | 2025 | 2026(1) | | Annual Incentive Program | } Maintained six metrics in 2025, including a new metric focusing on our culture, while preserving 70% weighting for financial metrics and 30% weighting for sustainability metrics } Revised safety metrics to include leading and lagging performance indicators } Removed Newcrest Synergy metric as operations were integrated | } Added a leading indicator safety metric focused on timely closure of critical safety actions } Financial and sustainability weightings maintained at 70% and 30%, respectively } To align with prevailing market practice, the threshold payout for each metric was increased from 20% to 35% | | Long-term Incentive Program | } Increased weighting of ROCE for PSUs to 30% | } Reduced the relative TSR threshold payout to 40% in response to stockholder feedback that the prior level was elevated relative to market practice | | Other Elements | } Expanded Clawback provisions to include recovery of cash payments (e.g., signing bonus) and time-based equity awards, as well as recovery for unethical and misconduct-related behavior } Revised Compensation Peer Group to reflect Newmont’s footprint following the acquisition of Newcrest and divestment of six non-core assets | } All executive officers are now subject to the two-times-annual-pay severance cap under the Executive Change of Control Plan |

  60. Key Executive Compensation Governance Practices

    | WHAT WE DO: | | | | } Active stockholder engagement | } Engagement with independent compensation consultant | } Annual review of the LDCC charter | | } Annual 3rd party risk assessments of 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 (89.0% for CEO; 79.6% for other NEOs) | | } Balanced and market aligned pay mix across 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 inclusion reviews | | } Up-to-date succession planning with a focus on continual development for senior executives | } Stock ownership requirements, including retaining 50% of net shares until ownership guidelines are met during 5-year transition period | } Tally sheets reviewed by the LDCC for Section 16 Executive Officers | | } Restrictions on trading stock during certain periods | } Double trigger change of control provisions, with termination payments capped at 2x base pay | } Comprehensive clawback provisions for cash payments and equity awards, including recovery for unethical and misconduct-related behavior | | } LDCC retains explicit authority to apply discretion across all compensation programs | } Annual pay-for-performance validation review | } Annual review of tally sheet and governance matters with each Section 16 Executive Officer |

  61. 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 NEOs | } No excessive perquisites | | } No excise tax gross ups or tax reimbursements | } No dividends / dividend equivalents on unvested performance awards | } No hedging, pledging, or short sale transactions |

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

    | FACTORS | PURPOSE / KEY CONSIDERATIONS | | Peer Benchmarks and Market Insight | Ensures the reasonableness of pay relative to peers and market practices, maintaining competitiveness in attracting and retaining talent | | Performance and Leadership Potential | Considers the context for each executive’s compensation, including experience, skills, scope of responsibility, individual performance, and succession planning | | Available Compensation Components | Reviews the purpose of each pay component (e.g., base salary, bonuses, stock-based awards) and the total sum of all elements | | Pay Mix | Ensures a significant portion of executive pay is "at risk" to align compensation with stockholder interests, peer practices, and the Company’s compensation philosophy | | Pay Equity and Fairness | Evaluates the appropriateness of relative compensation among executives, promoting fairness and internal equity | | Executive Compensation Alignment to Company Performance | Ensures pay is aligned with stockholder interests and the Company’s performance, reinforcing the connection between executive compensation and the achievement of business goals | | Consideration of Risk | Designs compensation programs to mitigate the risk of incentivizing excessive risk-taking, promoting long-term sustainable success |

  63. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee recognizes the importance of objective expertise and counsel provided by an independent compensation consultant. For 2025, the Committee retained FW Cook as its independent compensation consultant. FW Cook reports directly to the Committee, which retains sole authority to retain, terminate, and seek advice from FW Cook, at the Company’s expense. The responsibilities of the independent consultant, FW Cook, include:

  64. Role of the Independent Compensation Consultant

    | } | Advising the LDCC on trends, best practices, and issues in executive compensation |

  65. Role of the Independent Compensation Consultant

    | } | Assessing Newmont’s executive compensation philosophy, objectives, and components |

  66. Role of the Independent Compensation Consultant

    | } | Developing and maintaining a peer group of companies for comparison purposes |

  67. Role of the Independent Compensation Consultant

    | } | Advising the LDCC regarding considerations and market practices for annual incentive program and long-term equity program design |

  68. Role of the Independent Compensation Consultant

    | } | Reviewing materials provided to the LDCC for discussion and approval |

  69. Role of the Independent Compensation Consultant

    | } | Participating in LDCC meetings and providing consultation to the Chair of the LDCC regarding topics reviewed during the LDCC meetings |

  70. Role of the Independent Compensation Consultant

    | } | Reviewing compensation levels and pay mix for each Section 16 Executive Officer |

  71. Role of the Independent Compensation Consultant

    | 2026 Proxy Statement | 53 |

  72. Role of the Independent Compensation Consultant

    | } | Assessing and recommending changes for Section 16 Executive Officers’ base salaries, as well as their annual incentive targets and long-term equity compensation levels |

  73. Role of the Independent Compensation Consultant

    While the Committee considers the review and recommendations provided by FW Cook when making executive compensation decisions, the final decisions are made independently by the Committee, including recommendations to the Board regarding CEO compensation. For 2025, the Committee assessed the independence of FW Cook pursuant to SEC and NYSE rules. This assessment considered factors such as the nature and scope of services provided, the fees paid for those services relative to the firm’s total revenues, and the absence of additional services performed for management. In 2025, FW Cook’s aggregate fees for compensation consulting services for the LDCC were $233,181. 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.

  74. Role of Company Management

    | } | Evaluating and summarizing the annual performance for each Section 16 Executive Officer, excluding the CEO |

  75. 2025 Compensation Peer Group

    2025 Compensation Peer Group In line with market practice and to support the Company’s governance framework, the Committee maintains a Compensation Peer Group to inform key executive compensation decisions. This peer group serves as a reference to ensure that Newmont’s executive compensation components, pay mix, and design are competitive and appropriately aligned with market standards. The Committee also considers peer groups developed by proxy advisory firms and industry-specific surveys, such as those within the mining sector as supplementary reference points. With the assistance of its independent compensation consultant, FW Cook, the Committee carefully reviewed the companies included in the 2025 Compensation Peer Group in July 2024. Following the completion of the Newcrest merger and the divestiture of non-core assets, and to ensure the peer group continued to reflect the Company’s revised size and business profile, the Committee approved the removal of six companies from the 2024 Compensation Peer Group and the addition of nine companies that better align with Newmont’s current scope and scale. When evaluating the peer group, the Committee considered several key attributes, including industry, geography, global scale, and the complexity of business operations. Other factors included organizational scope (such as revenue, net income, total assets, market capitalization, and number of employees), logistical complexity, asset intensity, business maturity, and competition for talent. The Committee’s objective is to maintain a peer group composed of companies with similar attributes as Newmont, while acknowledging that individual companies may differ in some attributes. Furthermore, the peer group closely aligns with the approach taken by an increasing number of Newmont’s stockholders, particularly those characterized as general investors rather than sector-specific.

  76. 2025 Compensation Peer Group(1)(2)

    2025 Compensation Peer Group(1)(2)

  77. 2025 Compensation Peer Group(1)(2)

    | Air Products and Chemicals, Inc. (APD) | EOG Resources, Inc. (EOG) | | AMETEK, Inc. (AME) | Fortive Corporation (FTV)(3) | | Baker Hughes Company (BKR)(3) | Freeport McMoRan Inc. (FCX) | | Barrick Gold Corporation (B) | Halliburton Company (HAL)(3) | | Carrier Global Corporation (CARR)(3) | Illinois Tool Works Inc. (ITW) | | Celanese Corporation (CE)(3) | Ingersoll Rand Inc. (IR)(3) | | ConocoPhillips (COP) | Johnson Controls International plc (JCI) | | Corteva, Inc. (CTVA)(3) | Ovintiv Inc. (OVV)(3) | | Cummins Inc. (CMI) | Parker-Hannifin Corporation (PH) | | DuPont de Nemours, Inc. (DD) | PPG Industries, Inc. (PPG) | | Eaton Corporation plc (ETN) | Rockwell Automation, Inc. (ROK) | | Ecolab Inc. (ECL) | Westinghouse Air Brake Technologies Corporation (WAB)(3) | | Emerson Electric Co. (EMR) | |

  78. 2025 Compensation Peer Group(1)(2)

    (1) Peer company tickers in parentheses are each listed on the NYSE, with the exception of BKR which is listed on the NASDAQ. (2) Companies removed from the prior peer group include Deere & Company (DE), Hess Corporation (HES), Republic Services, Inc. (RSG), Vulcan Materials Company (VMC), and Waste Management, Inc. (WM). (3) New companies added to 2025 Peer Group.

  79. 2026 Compensation Peer Group

    2026 Compensation Peer Group Following changes approved for the 2025 Compensation Peer Group, the Committee reviewed the companies included in the 2026 Compensation Peer Group in July 2025 and determined that no additional changes were warranted.

  80. 2026 Compensation Peer Group

    | 2026 Proxy Statement | 55 |

  81. Annual Compensation Cycle and Decision-Making Process

    | March to July Engage & Review | } Initiate stockholder outreach and review feedback } Review say-on-pay results, including feedback from proxy advisory firms } Review market trends and best practices | | August to February Evaluate & Design | } Assess LDCC Charter and conduct Committee self-evaluation } Conduct third-party compensation risk assessment audit } Conduct compensation market competitiveness assessment } Review compensation philosophy and objectives to ensure alignment with Company purpose } Review updates to governance policies relevant to executive compensation } Evaluate annual short-term and long-term incentive designs, metrics, and targets } Design performance goals for following year’s NEOs } Discuss target compensation for Section 16 Executive Officers for the following year | | December to March Assess & Recommend | } Evaluate Company performance against goals and approve incentive payout levels } Determine and grant prior year’s annual Company performance incentive once full-year performance is determined and reported } Determine current year’s incentive programs and grant long-term incentives to align with current-year goals and performance objectives | | Ongoing Actions | } Review and assess the Company’s human capital management activities, including talent development and culture } Review, assess, and develop the leadership pipeline } Ensure strong governance over executive compensation programs } Assess Company and Executive Officer performance against annual goals |

  82. 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 annual Company goals | } Closely aligned to broad-based plan inclusive of management and staff employees } Employs a balanced portfolio of financial and sustainability metrics } NEO performance is based 100% on Company annual performance | | Long-term Incentive Program | 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 on relative TSR, ROCE, and sustainability performance } Total payout, including for each program metric, 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 | | | 3-year RSU Program (33%) | Retain executives and promote stock ownership while incentivizing absolute Company performance and share price appreciation over a long-term (three-year) period | } Directly aligns incentive with stockholder interests } Vests one-third per year over a three-year period from the date of grant | | Benefits | Broad-based Health, Welfare, and Retirement Programs | Protect the health and welfare of employees and their covered dependents, and provide long-term financial security | } Market competitive benefits } Executives generally participate in the same benefit programs that are offered to other salaried employees } Limited supplemental executive benefits are aligned with market practice | | | Perquisites | Facilitate strong performance and enhance executive’s personal productivity | } Limited perquisites are provided, which are reviewed annually in comparison to market |

  83. NEO Total Target Direct Compensation (TTDC)(1)

    | | BASE SALARY(2) | BONUS TARGET | LTI TARGET | TTDC | % INCREASE | | NAME | ($) | (%) | ($) | ($) | FROM 2024 | | TOM PALMER | $1,435,000 | 150% | $9,500,000 | $13,087,500 | 0% | | PETER WEXLER | $650,000 | 85% | $1,600,000 | $2,802,500 | 0% | | NATASCHA VILJOEN(3) | $1,000,000 | 115% | $3,850,000 | $6,000,000 | 20% | | PETER TOTH | $710,000 | 100% | $2,050,000 | $3,470,000 | 0% | | FRANCOIS HARDY | $570,000 | 85% | $1,400,000 | $2,454,500 | 0% | | KARYN OVELMEN(4) | $780,000 | 100% | $2,700,000 | $4,260,000 | 0% | | (1) As of December 31, 2025, except for Ms. Ovelmen. | | | | | | | (2) Year-end base salary, unless otherwise footnoted. | | | | | | | (3) Ms. Viljoen's base salary, bonus target and LTI target reflect her compensation upon promotion to President, May 1, 2025. | | | | | | | (4) As of July 11, 2025, the date of Ms. Ovelmen’s departure from the Company. | | | | | |

  84. NEO Total Target Direct Compensation (TTDC)(1)

    | | BASE SALARY | BONUS TARGET | LTI TARGET | TTDC | | NAME | ($) | (%) | ($) | ($) | | NATASCHA VILJOEN | $1,200,000 | 150% | $7,000,000 | $10,000,000 |

  85. Base Salary

    | } | Base salaries are benchmarked against similar jobs at peer companies and are targeted at the median of the Compensation Peer Group; adjustments are made periodically to maintain market-competitive pay |

  86. Annual Incentive Program

    Annual Incentive Program The annual incentive program for Executive Officers is a cash plan which rewards NEOs for Performance.

  87. Annual Incentive Program

    | } | Variable cash compensation is based on the level of achievement toward annual performance objectives that support financial and sustainability performance goals |

  88. Annual Incentive Program

    | } | Performance against goals must at least meet a threshold performance, set at a challenging level, for a payout associated with each respective goal |

  89. Annual Incentive Program

    | } | Incentive payouts for each metric are capped at 200% of target |

  90. Annual Incentive Program

    | } | Payout levels are determined 100% based upon Company performance |

  91. Annual Incentive Program

    | } | Annual incentive program target opportunities are set at the median of the Compensation Peer Group for comparable positions |

  92. Annual Incentive Program

    | } | The metrics and design of the Executive Officer bonus plan are aligned with those of the non-executive corporate bonus plan |

  93. Target, Threshold, and Maximum Company Performance Levels

    | } | To further drive strong performance, the Committee establishes a clear range of performance levels. The threshold level is designed to reflect high performance, while the maximum level requires exceptional effort and results to achieve. For performance falling between the threshold and maximum, the payout amount is interpolated as a payout percentage between a threshold of 20% and a maximum of 200% for 2025. This structure ensures that executive compensation remains closely aligned with the Company’s performance, rewarding executives for achieving challenging goals. |

  94. 2025 Annual Incentive Program Design and Metrics

    2025 Annual Incentive Program Design and Metrics The program for 2025 includes the following 6 metrics.

  95. 2025 Annual Incentive Program Design and Metrics

    | Financial | | Efficiency/ Production Costs | } Adjusted Cash Sustaining Costs / Gold Equivalent Ounce (CSC/GEO) | 35% | | | | Value Creation | } Adjusted Free Cash Flow (FCF) | 35% | | Sustainability | | Safety | } Significant Potential Event Frequency Rate (14%) } Fatality Risk Management (6%) | 20% | | | | Social & Environment | } Operating Sites Water Consumption Efficiency (5%) } Focusing on Our Culture (5%) | 10% |

  96. 2025 Annual Incentive Program Design and Metrics

    Financial Metrics.(1) The financial metrics are directly linked to our primary strategic objectives: controlling expenses, enhancing production efficiency, and generating cash to boost stockholder value. These metrics constitute 70% of the target bonus opportunity and offer transparency into how meeting operational targets correlates with Newmont’s performance and the enhancement of stockholder value. Metrics include:

  97. 2025 Annual Incentive Program Design and Metrics

    | } | Operating Efficiency: As measured by 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 |

  98. 2025 Annual Incentive Program Design and Metrics

    | } | Value Creation Measures: As measured by Adjusted Free Cash Flow (FCF) to measure cash generated from its operations, after accounting for capital expenditures, necessary to maintain and grow mining activities; FCF reflects the surplus cash available for debt reduction, dividends, share buybacks, or investments in growth opportunities |

  99. 2025 Annual Incentive Program Design and Metrics

    (1) Note that Adjusted CSC/GEO and Adjusted Free Cash Flow are non-GAAP metrics used for compensation purposes. See Annex A-1 for reconciliations.

  100. 2025 Annual Incentive Program Design and Metrics

    | 66 | Newmont Corporation |

  101. 2025 Annual Incentive Program Design and Metrics

    Sustainability Metrics. Sustainability forms a critical part of Newmont’s performance framework, representing 30% of the target bonus opportunity. As sustainability is a core value and strategic priority for the Company, this component aligns executive performance with the long-term health of the business, its people, and the environment. The safety metric reflects Newmont’s commitment to developing a workplace culture where the goal is to be free from fatalities, injuries, and illness. The social and environment metrics emphasize Newmont’s focus on creating sustainable value for its people, stakeholders, and host communities, ensuring that operational activities are conducted in a way that preserve and enhance both social and environmental relationships. Together, these metrics highlight the importance of long-term responsibility and stewardship in Newmont’s operational and corporate strategy. Metrics include:

  102. 2025 Annual Incentive Program Design and Metrics

    | } | Safety: |

  103. 2025 Annual Incentive Program Design and Metrics

    | } | Significant Potential Event Frequency Rate (SPEFR): Measures the frequency of events with potential for serious injury or fatality. Targets are based on maintaining or improving best performance from the prior three years. SPEFR complements Fatality Risk Management by providing a lagging/outcomes perspective, with heavier weighting on SPEFR to support a culture of a fatality-, injury-, and illness-free workplace. |

  104. 2025 Annual Incentive Program Design and Metrics

    | } | Fatality Risk Management (FRM): Critical Control Verification, a leading safety practice, requires a target number of systematic reviews and validations of fatality prevention controls to be completed |

  105. 2025 Annual Incentive Program Design and Metrics

    | } | Social and Environment: |

  106. 2025 Annual Incentive Program Design and Metrics

    | } | Operating Sites Water Consumption Efficiency: Improved water efficiency set through reduction of water consumption for each operating site; targets are set annually in alignment with Newmont’s external reduction goals |

  107. 2025 Annual Incentive Program Design and Metrics

    | } | Focusing on Our Culture: This index underscores our commitment to fostering a respectful and inclusive workplace and reflects our ongoing efforts to evolve our culture by integrating key drivers—local employment, a shared framework for enterprise-wide engagement, employee sentiment, and respect in the workplace—to provide a holistic view of our culture. Targets included Indigenous and local employment representation across operational sites, delivery of the Working Together at Newmont training and development program to site and leadership teams, achieving 74% participation in the Employee Listening Survey, and implementing six mandatory Respect at Work microlearnings. |

  108. 2025 Annual Incentive Program Design and Metrics

    | 2026 Proxy Statement | 67 |

  109. 2025 Annual Incentive Program Results

    2025 Annual Incentive Program Results In addition to reviewing quantitative results for each metric, the LDCC, along with the Safety and Sustainability Committee for sustainability metrics, conducts a qualitative assessment at the end of the annual performance cycle. This review considers both individual metric performance and overall business performance to ensure the annual bonus payout aligns with the Company’s holistic performance for the year. A detailed breakdown of performance metrics follows below. Overall program performance resulted in a payout of 155.15% of target.

  110. 2025 Annual Incentive Program Results

    | | METRICS | WEIGH-TING | THRESHOLD | TARGET | MAXIMUM | 2025 RESULT | % ACHIEVE-MENT | WEIGHTED PAYOUT | | FINANCIAL | Cash- Sustaining Costs(1) per Gold Equivalent Ounce(2) (CSC/GEO)(3) | 35% | } $1,683 | } $1,603 | } $1,373 | } Above incentive plan target due to lower adjusted operating costs partly offset by lower GEO production | 109.41% | 38.29% | | | Adjusted Free Cash Flow (FCF) $M(1)(3) | 35% | } $642 | } $987 | } $1,520 | } Above incentive plan target due to higher metal prices and strong operational performance | 200.00% | 70.00% | | Sustainability | Significant Potential Event Frequency Rate (SPEFR) | 14% | } 15% over best demonstrated SPEFR rate over past 3 years | } 5% under best demonstrated SPEFR rate over past 3 years | } 20% under best demonstrated SPEFR rate over past 3 years | } Targets met or exceeded at 7 of 11 sites } Exceeded maximum at 36% under best demonstrated performance over past 3 years | 200.00% | 28.00% | | | Fatality Risk Management (FRM) | 6% | } Enrolled Managers / Superintendents: 4 Coaching CCVs } 2 scheduled System Verifications per year per risk, completed on-time | } Threshold met, along with actions resulting from System Verifications on-time completion > 95% | } Target met + with actions resulting from System Verifications on-time completion >100% } Target met + Systems Verifications completed for controls and risks with non-compliance | } Targets met or exceeded at all sites | 148.69% | 8.92% | | | Operating Sites Water Consumption Efficiency | 5% | } Within 10% of 2024 value | } Below 2024 value | } Below 2019 to 2024 average | } Targets met or exceeded at 10 of 11 sites | 148.72% | 7.44% | | | Focusing on Our Culture | 5% | } At LDCC discretion | } Meet Indigenous / Local Employment Commitments } Deliver 2025 Working Together at Newmont plan } Deliver 2025 Employee Listening Survey } Implement 6 Respect at Work microlearnings | } At LDCC discretion | } Results were below target as the Working Together at Newmont initiative and the Employee Listening Survey were deferred in connection with organizational design activities introduced in 2025 | 50.00% | 2.50% | | OVERALL PERFORMANCE | | | | | | | | 155.15% |

  111. 2025 Annual Incentive Program Results

    (1) 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 “Non-GAAP Compensation Measures.” The term “Adjusted” measures as used in this Compensation Discussion & Analysis refers to such Non-GAAP Compensation 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 ($1,700/oz.), Copper ($3.50/lb.), Silver ($20/oz.), Lead ($0.90/lb.), and Zinc ($1.20/lb.) pricing. (3) Targets are presented prior to any adjustments made by the Committee to remove the performance effects of external factors such as foreign exchange rates, commodity price volatility, and other macroeconomic influences.

  112. 2025 Annual Incentive Program Results

    | 68 | Newmont Corporation |

  113. 2025 Annual Incentive Program Results

    Financial Metrics Summary. The Company’s performance in Cash Sustaining Costs per Gold Equivalent Ounce was above incentive plan target, reflecting lower adjusted operating costs partly offset by lower GEO production. Free Cash Flow performance exceeded incentive plan targets, reflecting strong operational performance and higher metal prices, resulting in $7.3 billion of Free Cash Flow and record fourth-quarter and full-year Free Cash Flow results (see Annex A-1 under the heading “Non-GAAP Compensation Measures”). Sustainability Metrics Summary. Newmont exceeded its target for fatality risk management, with managers, supervisors, and technical specialists across all sites performing above-target monthly critical control verifications. The Significant Potential Event Frequency Rate and Water Consumption Efficiency metrics also achieved above-target performance, with 7 of 11 sites and 10 of 11 sites, respectively, meeting or exceeding their goals. The Working Together at Newmont program and Employee Listening Survey were deferred to 2026 to support implementation of a new, lower-cost organizational design in 2025. Indigenous and local employment commitments exceeded target, while Respect at Work microlearnings were below target. Accordingly, the LDCC determined performance for the Focusing on Our Culture metric was below target.

  114. 2025 Annual Incentive Program Results

    | NEO Annual Incentives | | | | | | The table below shows the annual incentive targets, performance, and payouts for the NEOs. | | | | | | | TARGET OPPORTUNITY | | | | | | % OF | | ACHIEVEMENT | TOTAL | | | BASE PAY | VALUE | PERCENTAGE | PAYOUT | | NEO | (%) | ($) | (%) | ($) | | TOM PALMER | 150% | $2,152,500 | 155.15% | $3,339,604 | | PETER WEXLER | 85% | $552,500 | 155.15% | $857,204 | | NATASCHA VILJOEN(1) | 115% | $1,133,562 | 155.15% | $1,758,721 | | PETER TOTH | 100% | $710,000 | 155.15% | $1,101,565 | | FRANCOIS HARDY | 85% | $484,500 | 155.15% | $751,702 | | KARYN OVELMEN(2) | 100% | $780,000 | —% | $— | | (1) Ms. Viljoen’s annual incentive target was 110% from January 1, 2025 through April 30, 2025, and increased to 115% effective May 1, 2025, in connection with her promotion to President. Her annual incentive value, and payout reflect proration based on the applicable target rates for each period. | | | | | | (2) Ms. Ovelmen forfeited STIP upon exit. | | | | |

  115. 2025 Annual Incentive Program Results

    | 2026 Proxy Statement | 69 |

  116. 2026 Annual Incentive Program Design and Metrics(1)

    2026 Annual Incentive Program Design and Metrics(1) For the 2026 Annual Incentive Program, the Company maintained a 70% weighting for financial metrics and a 30% weighting for sustainability metrics, reflecting a balanced focus on financial and operational performance, safety, environmental stewardship, and culture. The Significant Potential Event Frequency Rate (SPEFR) metric, which represented 14% of the program in 2025, was revised for 2026 into two separate safety metrics: maintaining SPEFR at 7% weighting and introducing a Critical Action Management metric at 7% weighting. The Critical Action Management metric is designed to reinforce accountability for the timely closure of safety control gaps identified through Significant Potential Events, Level of Defense Two audits, and Calls to Action. The 2026 Annual Incentive Program continues to be based solely on Company performance for each NEO.

  117. 2026 Annual Incentive Program Design and Metrics(1)

    | Financial | | Efficiency/ Production Costs | } Adjusted CSC/GEO | 35% | | | | Value Creation | } Adjusted Free Cash Flow | 35% | | Sustainability | | Health & Safety | } Significant Potential Event Frequency Rate (7%) } Critical Action Management (7%) } Fatality Risk Management (FRM) (6%) | 20% | | | | Social & Environment | } Operating Sites Water Consumption Efficiency (5%) } Focusing on Our Culture (5%) | 10% |

  118. 2026 Annual Incentive Program Design and Metrics(1)

    (1) Reflects the proposed 2026 annual incentive program design, which remains subject to final review and approval by the LDCC.

  119. 2026 Annual Incentive Program Design and Metrics(1)

    | 70 | Newmont Corporation |

  120. Long-Term Incentive Program

    Long-Term Incentive Program

  121. Long-Term Incentive Program

    | } | Variable equity-based compensation tied to absolute Company performance |

  122. Long-Term Incentive Program

    | } | Performance Stock Units (PSUs) based on relative Total Shareholder Return (rTSR), inclusive of dividends reinvested, performance among industry peers, Return on Capital Employed (ROCE), and sustainability metrics |

  123. Long-Term Incentive Program

    | } | Restricted Stock Units (RSUs) are time-based |

  124. Long-Term Incentive Program

    | } | Incentives designed to motivate and reward Executive Officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders, as well as to attract and retain Executive Officers |

  125. Long-Term Incentive Program

    | } | LTI grant levels and vehicle distributions are targeted at the median of the Compensation Peer Group for comparable position |

  126. Long-Term Incentive Program

    Our 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.

  127. Equity Vehicles and Mix of PSUs and RSUs

    Equity Vehicles and Mix of PSUs and RSUs In 2025, the Committee made long-term incentive grants to the Executive Officers in the form of PSUs (67%) and RSUs (33%).

  128. Equity Vehicles and Mix of PSUs and RSUs

    | EQUITY VEHICLE | 2025 LTI AWARD MIX | VESTING PERIOD | HOW PAYOUTS ARE DETERMINED | OBJECTIVE / RATIONALE | | PSUs | 67% | 3-year cliff | Performance against program metrics and value of stock at vesting | } rTSR reflects a measure of Newmont’s stockholder returns in relation to key competitors for investor capital } ROCE reflects our commitment to maximizing returns on capital deployed } Sustainability metrics align with Newmont’s strategy and external commitments | | RSUs | 33% | 3 years: 33% per year | Value of stock at vesting | } Aligns with stockholder interests and experience, with performance aligned with Absolute Total Shareholder Return } Promotes retention, including during periods of stock price or market underperformance |

  129. Equity Vehicles and Mix of PSUs and RSUs

    | 2026 Proxy Statement | 71 |

  130. 2025 Performance Share Unit Program Design

    2025 Performance Share Unit Program Design The PSUs awarded to the NEOs in 2025 represent the opportunity to acquire shares contingent upon performance against Newmont’s three-year TSR rank compared to companies within the TSR Peer group, ROCE, and scope 1 & 2 carbon emission reduction project milestones. Vesting is capped at 100% of target for all PSU metrics if absolute TSR is negative for the performance period. The total payout value is limited to four times the target grant value.

  131. 2025 Performance Share Unit Program Design

    | | METRIC | ALIGNMENT | WEIGHTING | THRESHOLD 50% Payout | TARGET 100% Payout | MAXIMUM 200% Payout | | TSR | Relative Total Shareholder Return | Comparing Newmont’s performance against the TSR Peer Group, rewards NEOs for driving performance greater than or equal to peers | 60% | 25th percentile | 55th percentile | 80th percentile | | Financial | Return on Capital Employed | Measuring the efficiency and profitability of capital investments, reflecting our commitment to maximizing returns on capital deployed across Newmont’s global operations | 30% | 8.3% | 9.3% | 10.3% | | Sustainability | Achievement of Scope 1 & 2 Carbon Emission Reduction Project Milestones(1) | Achievement of key project milestones needed to remain on track for meeting our 2030 sustainability-linked issuance bond science-based climate target of reducing greenhouse gas emissions by 30% | 10% | } Execute Cadia Power Purchase Agreement (PPA) (Forest Glen Solar Farm) } Execute Boddington PPA | } Threshold AND } Advancement of Energy Management System through Stage 2A (advance prefeasibility) | } Target AND } Advance PPA 4 for Cadia through prefeasibility AND } Advance PPA 2 for Boddington through prefeasibility |

  132. 2025 Performance Share Unit Program Design

    (1) Newmont accepts the Intergovernmental Panel on Climate change (“IPCC”) assessment of climate change and science and acknowledges that human activities contribute to climate change and that business plays an important role in addressing this global challenge. We have set medium and long-term targets to manage our global energy consumption, shift to renewable energy, and implement technologies that reduce emissions. In 2020, Newmont established Scope 1 and 2 absolute and intensity-based reduction targets of 32%, as compared to a 2018 baseline, and Scope 3 absolute reduction of 30%, as compared to a 2019 baseline, with an ambition to be carbon neutral by 2050. The projects included in our 2025 PSU program are critical to meeting our 2030 Scope 1 and 2 emission reduction commitments. Relative Total Shareholder Return. Consistent with recent program years, the metric of relative Total Shareholder Return (rTSR) was used for the 2025 PSU program, with a weighting of 60%. rTSR 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 on impact outcomes. Comparing Newmont’s performance against the TSR Peer Group 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. In 2025, the target performance for relative TSR rank was maintained at the 55th percentile, requiring above median performance in comparison to the peer group to achieve target vesting of

  133. 2025 Performance Share Unit Program Design

    | 72 | Newmont Corporation |

  134. 2025 Performance Share Unit Program Design

    100%. Interpolation is used to determine vesting levels in between thresholds. TSR must rank at or above the 25th percentile for this component within the PSU program to payout. Return on Capital Employed. In alignment with our focus on long-term, sustainable value creation, the 2025 PSU program continues to include Return on Capital Employed (ROCE) as a key performance metric. ROCE, which measures the efficiency and profitability of capital investments, reflects our commitment to maximizing returns on capital deployed across Newmont’s global operations. This metric is integral to driving operational performance while maintaining fiscal discipline and supporting the creation of lasting stockholder value. The inclusion of ROCE in the PSU program reinforces disciplined capital efficiency by rewarding executives for investment decisions that generate strong returns and support the Company’s long-term financial health and value creation. Sustainability Metric. The sustainability metric, achieving Scope 1 & 2 carbon emission reduction project milestones aligns with our external commitments and targets, such as the 2030 sustainability-linked issuance bond, our science-based climate target of reducing greenhouse gas emissions by 30% by 2030, and the 2030 UN Sustainable Development Goals. Through this metric, we continue to reward executives for driving measurable progress in our sustainability efforts, advancing both environmental and social performance.

  135. 2025 Relative TSR Peer Group

    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 stockholder 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 LTI program to include companies listed in the VanEck Gold Miners (GDX) exchange-traded fund and expanded to also include the S&P 500 Index as an additional constituent in 2025. This transition allows for a more reliable and broader comparison, which includes:

  136. 2025 Relative TSR Peer Group

    | Agnico Eagle Mines Ltd (AEM US) | First Majestic Silver Corp (AG US) | Oceanagold Corp (OGC CN) | | Alamos Gold Inc (AGI US) | Fortuna Silver Mines Inc (FSM US) | Or Royalties Inc (OR US) | | Amman Mineral Internasional Pt (AMMN IJ) | Franco-Nevada Corp (FNV US) | Orla Mining Ltd (ORLA US) | | Anglogold Ashanti Plc (AU US) | Fresnillo Plc (FRES LN) | Pan American Silver Corp (PAAS US) | | Artemis Gold Inc (ARTG CN) | G Mining Ventures Corp (GMIN CN) | Perseus Mining Ltd (PRU AU) | | B2gold Corp (BTG US) | Genesis Minerals Ltd (GMD AU) | Ramelius Resources Ltd (RMS AU) | | Barrick Mining Corp (B US) | Gold Fields Ltd (GFI US) | Royal Gold Inc (RGLD US) | | Bumi Resources Minerals Tbk Pt (BRMS IJ) | Harmony Gold Mining Co Ltd (HMY US) | Seabridge Gold Inc (SA US) | | Capricorn Metals Ltd (CMM AU) | Hecla Mining Co (HL US) | SSR Mining Inc (SSRM US) | | Cia De Minas Buenaventura Saa (BVN US) | Iamgold Corp (IAG US) | Torex Gold Resources Inc (TXG CN) | | Coeur Mining Inc (CDE US) | Industrias Penoles Sab De Cv (PE&OLES* MF) | Wesdome Gold Mines Ltd/Canada (WDO CN) | | Discovery Silver Corp (DSV CN) | K92 Mining Inc (KNT CN) | Westgold Resources Ltd (WGX AU) | | Dundee Precious Metals Inc (DPM CN) | Kinross Gold Corp (KGC US) | Wheaton Precious Metals Corp (WPM US) | | Eldorado Gold Corp (EGO US) | Lundin Gold Inc (LUG CN) | Zhaojin Mining Industry Co Ltd (1818 HK) | | Endeavour Mining Plc (EDV LN) | New Gold Inc (NGD US) | S&P 500 Index | | Equinox Gold Corp (EQX US) | Newmont Corp (NEM US) | | | Evolution Mining Ltd (EVN AU) | Northern Star Resources Ltd (NST AU) | |

  137. 2025 Relative TSR Peer Group

    (1) Companies listed in the index as of January 21, 2026. Newmont is excluded from GDX peer group performance for purposes of calculating relative TSR performance.

  138. 2025 Relative TSR Peer Group

    | 2026 Proxy Statement | 73 |

  139. 2025 Restricted Stock Unit Program Design

    2025 Restricted Stock Unit Program Design RSUs were granted to executives in 2025, which will become common stock at vesting on a one-to-one basis. The awards vest on a pro rata basis in three equal annual installments over a three-year period from the date of grant, with dividend equivalents paid upon vesting.

  140. 2025 Restricted Stock Unit Program Design

    | LTI Awards In February 2025, the Committee approved LTI targets for each NEO, as shown in the Summary Compensation Table, maintaining the equity mix used for the 2023 and 2024 LTI program. The Committee considered the following when determining the 2025 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 PSUs to be granted based on the average closing Newmont stock price 25-trading-days prior to and including the grant date and the number of RSUs to be granted based on the closing stock price on the date of grant. The CEO’s PSU and RSU grants were recommended by the Committee and approved by the Board, while the Committee approved the grants for the other Section 16 Executive Officers. |

  141. 2025 Restricted Stock Unit Program Design

    The target value, grant date fair value and number of PSUs and RSUs awarded to each of our NEOs under the 2025 LTI award are shown below.

  142. 2025 Restricted Stock Unit Program Design

    | | TARGET VALUE | PSUs | PSUs | RSUs | RSUs | | NAME(1)(2) | ($) | ($) | (#) | ($) | (#) | | TOM PALMER | $9,500,000 | $6,333,333 | 143,093 | $3,166,667 | 71,904 | | PETER WEXLER | $1,600,000 | $1,066,667 | 24,100 | $533,333 | 12,110 | | NATASCHA VILJOEN(3) | $3,215,000 | $2,143,333 | 48,425 | $1,071,667 | 24,333 | | PETER TOTH | $2,050,000 | $1,366,667 | 30,878 | $683,333 | 15,516 | | FRANCOIS HARDY | $1,400,000 | $933,333 | 21,087 | $466,667 | 10,596 | | KARYN OVELMEN(4) | $2,700,000 | $1,800,000 | 40,668 | $900,000 | 20,435 | | (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 2025 restricted stock unit grants. The fair market value on the date of grant, February 24, 2025, was $44.04. 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 2025 (payout 2028) Performance Stock Units of $51.33 per share (116.6% 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. The number of Performance Stock Units granted was determined by a 25‑trading‑day average stock price prior to and including the date of grant, February 24, 2025, of $44.26. | | | | | | | (2) The annual LTI target value for each NEO is allocated as two-thirds PSUs and one-third RSUs. | | | | | | | (3) The LTI target value shown for Ms. Viljoen reflects her annual long‑term incentive opportunity at the time of the regular February 24, 2025 grant. | | | | | | | (4) Ms. Ovelmen forfeited the entire value of PSUs and RSUs upon departure. | | | | | |

  143. 2025 Restricted Stock Unit Program Design

    | 74 | Newmont Corporation |

  144. 2023 PSU Program Result

    2023 PSU Program Result This 2023 PSU program was based on rTSR performance against the VanEck GDX constituents, Scope 1 & 2 Emission reduction key project milestones, and female executive representation across leadership levels. In aggregate, the 2023 PSU program paid out at 10% of target. The table below shows the targets, performance, and overall payout.

  145. 2023 PSU Program Result

    | | METRIC | WEIGHTING | THRESHOLD 50% Payout | TARGET 100% Payout | MAXIMUM 200% Payout | 2025 RESULT | Weighted payout | | TSR | Relative Total Shareholder Return | 80% | 25th percentile | 55th percentile | 80th percentile | } Below threshold performance | 0% | | Sustainability | Achievement of Scope 1 & 2 Carbon Emission Reduction Project Milestones | 10% | } Advance Boddington mine site carbon reduction study through feasibility | } Advance Boddington and Tanami mine site carbon reduction studies through feasibility | } Advance Boddington mine site carbon reduction study into execution (i.e., identification and in discussions with 3rd party for development or advancement of Power Purchase Agreement); } Tanami mine site carbon reduction study through Feasibility; AND } One additional mine site carbon reduction study through prefeasibility | } Maximum performance achieved at Boddington } Tanami performance below target due to intentional re-sequencing of projects following significant M&A during period | 10% | | | Executive Female Representation (1) | 10% | 36% | 38% | 41% | } Below threshold performance | 0% | | OVERALL PERFORMANCE | | | | | | 10% | |

  146. 2023 PSU Program Result

    | (1) The executive female representation metric was an aspirational goal, 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. |

  147. 2023 PSU Program Result

    The table below shows the 2023 PSU target values and payouts for each NEO.

  148. 2023 PSU Program Result

    | | | | | | TOTAL | | | | | | | VESTING | | | | | PSU | TOTAL | VALUE AS | | | VALUE AT | | PROGRAM | VALUE | % OF | | | TARGET | PSU | PAYOUT | AT VEST | TARGET | | NEO | ($) | (#) | (%) | ($) | (%) | | TOM PALMER | $5,933,333 | 121,063 | 10.0% | 1,543,279 | 26.0% | | PETER WEXLER(1) | $— | — | —% | — | —% | | NATASCHA VILJOEN(1) | $— | — | —% | — | —% | | PETER TOTH | $1,300,000 | 26,525 | 10.0% | 338,178 | 26.0% | | FRANCOIS HARDY | $833,333 | 17,003 | 10.0% | 216,826 | 26.0% | | KARYN OVELMEN(1) | $— | — | —% | — | —% | | (1) Mr. Wexler, Ms. Viljoen and Ms. Ovelmen were not eligible at time of grant for the 2023 performance stock units. | | | | | |

  149. 2023 PSU Program Result

    | 2026 Proxy Statement | 75 |

  150. 2026 PSU Program Design

    2026 PSU Program Design Compared to the 2025 PSU program, the following changes were implemented for 2026:

  151. 2026 PSU Program Design

    | } | In response to feedback received during 2025 stockholder outreach and in alignment with treatment among our Proxy Compensation Peer Group, the threshold payout for the relative TSR component was reduced from 50% to 40% |

  152. 2026 PSU Program Design

    | } | The sustainability metric was refined to focus on emphasizing the advancement of energy-management initiatives that directly reduce emissions and improve operational efficiency |

  153. 2026 PSU Program Design

    | | | METRIC | WEIGHTING | THRESHOLD - | TARGET 100% Payout | MAXIMUM 200% Payout | | TSR | | Relative Total Shareholder Return | 60% | 25th Percentile | 55th percentile | 80th percentile | | | | | | (40% payout) | | | | Financial | | Return on Capital Employed | 30% | 10.0% | 26.0% | 34.0% | | | | | | (50% payout) | | | | Sustainability | | Emission Reduction Milestones | 10% | } Advance Energy Management System (EMS) through Feasibility | } Threshold AND } Pilot EMS at one operation | } Target AND } Pilot EMS at multiple operations | | | | | | } (50% payout) | | |

  154. 2026 PSU Program Design

    | 76 | Newmont Corporation |

  155. Employee Benefits

    | } | Short-term and long-term disability insurance |

  156. Executive Compensation Clawback Provision

    Executive Compensation Clawback Provision The Company has a comprehensive Clawback Policy as well as clawback terms in the annual incentive and long-term incentive programs for its employees, including Executive Officers. The Company‘s Clawback Policy provides for the mandatory recovery of erroneously awarded compensation in the event of an accounting restatement in accordance with the applicable rules of The New York Stock Exchange Listed Company Manual, Section 10D and Rule 10D-1 of the Exchange Act (the “Clawback Policy”). Subject to and in accordance with the terms of the Clawback Policy and applicable law, the Clawback Policy requires the recovery of the amount of any erroneously awarded incentive-based compensation received by an Executive Officer in the event of an accounting restatement that exceeds the amount that otherwise would have been received had it been determined based on the restated financial results. Clawback eligible compensation under the Clawback Policy covers compensation received by the Executive Officer during the three completed fiscal years immediately preceding the date the Company concludes it is required to prepare an accounting restatement. In addition, the Clawback Policy has expanded clawback provisions covering unethical behavior and misconduct. If the Committee determines that an Executive Officer engaged in such misconduct, the Committee may determine to recover incentive-based compensation or other covered compensation, including supplemental retirement plan benefits calculated based on incentive compensation, as well as time-based equity awards, one-time cash awards such as signing bonuses, project completion bonuses and recognition spot awards. The provisions of the Clawback Policy prohibit Newmont from insuring, reimbursing insurance or indemnifying any current or former Executive Officer against the loss of erroneously awarded compensation. A copy of the Clawback Policy is included as an exhibit to the Company’s Form 10-K for the year-ended December 31, 2025, and is also available on its website at https://www.newmont.com/about-us/governance-and-ethics/.

  157. 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 PSUs and RSUs 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.

  158. Summary Compensation Table

    Summary Compensation Table

  159. Summary Compensation Table

    | | | | | | | | CHANGE IN | | | | | | | | | | | PENSION | | | | | | | | | | NON-EQUITY | VALUE AND | | | | | | | | | | INCENTIVE | NON-QUALIFIED | | | | | | | | STOCK | OPTION | PLAN | COMPENSATION | ALL OTHER | | | NAME AND PRINCIPLE | | SALARY | BONUS | AWARDS | AWARDS | COMPENSATION | EARNINGS | COMPENSATION | TOTAL | | POSITION | YEAR | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4) | ($)(5) | ($)(6) | ($) | | TOM PALMER | 2025 | $1,435,000 | $— | $10,094,351 | $— | $3,339,604 | $694,517 | $61,696 | $15,625,168 | | PRESIDENT & CHIEF | 2024 | $1,490,192 | $— | $9,286,203 | $— | $1,719,848 | $390,217 | $78,666 | $12,965,126 | | EXECUTIVE OFFICER | 2023 | $1,435,000 | $— | $8,896,322 | $— | $710,325 | $652,107 | $53,350 | $11,747,104 | | PETER WEXLER(7) | 2025 | $650,000 | $— | $2,700,073 | $— | $857,204 | $156,485 | $30,154 | $4,393,916 | | CHIEF LEGAL OFFICER & INTERIM | 2024 | $512,500 | $350,000 | $2,899,989 | $— | $357,018 | $118,610 | $344,928 | $4,583,045 | | CHIEF FINANCIAL OFFICER | 2023 | Mr. Wexler Joined Newmont in 2024 | | | | | | | | | NATASCHA VILJOEN(8) | 2025 | $946,841 | $— | $4,051,048 | $— | $1,758,721 | $231,924 | $135,233 | $7,123,767 | | PRESIDENT & CHIEF | 2024 | $882,692 | $— | $3,142,636 | $— | $747,065 | $190,781 | $148,077 | $5,111,252 | | OPERATING OFFICER | 2023 | $163,462 | $500,000 | $5,810,999 | $— | $76,926 | $33,073 | $61,052 | $6,645,512 | | PETER TOTH | 2025 | $710,000 | $— | $2,178,246 | $— | $1,101,565 | $180,817 | $86,207 | $4,256,836 | | CHIEF SUSTAINABILITY & | 2024 | $729,742 | $— | $2,003,855 | $— | $567,290 | $111,642 | $127,588 | $3,540,117 | | DEVELOPMENT OFFICER | 2023 | $670,357 | $— | $1,949,157 | $— | $223,080 | $161,735 | $88,889 | $3,093,219 | | FRANCOIS HARDY | 2025 | $570,000 | $— | $1,487,545 | $— | $751,702 | $166,434 | $120,253 | $3,095,934 | | CHIEF TECHNICAL | 2024 | $— | $— | $— | $— | $— | $— | $— | $— | | OFFICER | 2023 | $— | $— | $— | $— | $— | $— | $— | $— | | KARYN OVELMEN | 2025 | $465,000 | $— | $2,868,852 | $— | $— | $70,598 | $415,006 | $3,819,456 | | FORMER CHIEF | 2024 | $803,324 | $— | $2,639,230 | $— | $623,220 | $218,443 | $37,692 | $4,321,909 | | FINANCIAL OFFICER | 2023 | $401,786 | $150,000 | $1,299,969 | $— | $145,788 | $124,747 | $73,102 | $2,195,392 | | (1) Represents salary paid during program year. | | | | | | | | | | | (2) No discretionary supplemental bonuses were paid for 2025. | | | | | | | | | | | (3) 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 as the close price on the date of grant, which is the grant date fair value for the restricted stock unit grants. For the 2025 restricted stock unit grants, the fair market value on the date of the grant, February 24, 2025, was $44.04. For the 2024 restricted stock unit grants, the fair market value on the date of the grant, February 26, 2024, was $30.01. For the 2023 restricted stock unit grants, the fair market value on the date of grant, 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 2025 (payout 2028) Performance Stock Units of $51.33 per share (116.6% of the stock price on the date of grant) for each participating Named Executive Officer. For 2024 (payout 2027) Performance Stock Units of $33.91 per share (113.0% of the stock price on the date of grant) for each participating Named Executive Officer. For 2023 (payout 2026) Performance Stock Units of $50.39 per share (116.3% 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. | | | | | | | | | | | (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, 2025, the FASB rate for the Salaried and PEQ plans was 5.78%; on December 31, 2024, the FASB rate for the Salaried and PEQ plans was 5.76%; and on December 31, 2023, the FASB rate for the Salaried and PEQ plans was 5.28%. | | | | | | | | | | | (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. | | | | | | | | | | | (7) In recognition of his service as Interim Chief Financial Officer, in addition to his ongoing role as Chief Legal Officer, Mr. Wexler received a one-time restricted stock unit retention grant upon commencing the interim role on July 11, 2025. The award was granted under the Company’s standard restricted stock unit terms, with one-third vesting annually over a three-year period. | | | | | | | | | | | (8) In recognition of her promotion to President, Ms. Viljoen received a one-time restricted stock unit grant upon commencing the role on May 1, 2025. The award was granted under the Company’s standard restricted stock unit terms, with one-third vesting annually over a three-year period. | | | | | | | | | | | 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. 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 retirement eligibility dates, the Company’s performance and related tax impacts. | | | | | | | | | |

  160. Summary Compensation Table

    | 80 | Newmont Corporation |

  161. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  162. Grants of Plan-Based Awards Table

    | | | | | | | | | | ALL OTHER | | | | | | | | | | | | STOCK | | | | | | | | | | | | AWARDS | GRANT DATE | | | | ESTIMATED FUTURE PAYOUTS | | | ESTIMATED FUTURE PAYOUTS | | | | NUMBER | FAIR VALUE | | | | UNDER NON-EQUITY INCENTIVE | | | UNDER EQUITY INCENTIVE PLAN | | | | OF SHARES | OF STOCK | | | | PLAN AWARDS(1) | | | AWARDS(2) | | | | OF STOCK | AND OPTION | | | GRANT | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | FMV ON | OR UNITS | AWARDS(3) | | | DATE | ($) | ($) | ($) | (#) | (#) | (#) | GRANT DATE | (#) | ($) | | TOM PALMER | | | | | | | | | | | | 2025 ANNUAL BONUS | — | $430,500 | $2,152,500 | $4,305,000 | | | | | | | | 2025 PSU | 2/24/2025 | | | | — | 57,238 | 114,476 | $44.04 | | $2,520,762 | | 2025 PSU (MONTE CARLO) | 2/24/2025 | | | | — | 85,855 | 171,710 | $51.33 | | $4,406,937 | | 2025 RSU | 2/24/2025 | | | | | | | | 71,904 | $3,166,652 | | PETER WEXLER | | | | | | | | | | | | 2025 ANNUAL BONUS | — | $110,500 | $552,500 | $1,105,000 | | | | | | | | 2025 PSU | 2/24/2025 | | | | — | 9,640 | 19,280 | $44.04 | | $424,546 | | 2025 PSU (MONTE CARLO) | 2/24/2025 | | | | — | 14,460 | 28,920 | $51.33 | | $742,232 | | 2025 RSU | 2/24/2025 | | | | | | | | 12,110 | $533,324 | | 2025 RSU OFF-CYCLE GRANT(4) | 7/28/2025 | | | | | | | $63.66 | 15,708 | $999,971 | | NATASCHA VILJOEN | | | | | | | | | | | | 2025 ANNUAL BONUS | — | $230,000 | $1,150,000 | $2,300,000 | | | | | | | | 2025 PSU | 2/24/2025 | | | | — | 19,370 | 38,740 | $44.04 | | $853,055 | | 2025 PSU (MONTE CARLO) | 2/24/2025 | | | | — | 29,055 | 58,110 | $51.33 | | $1,491,393 | | 2025 RSU | 2/24/2025 | | | | | | | | 24,333 | $1,071,625 | | 2025 RSU OFF-CYCLE GRANT(4) | 5/1/2025 | | | | | | | $51.49 | 12,332 | $634,975 | | PETER TOTH | | | | | | | | | | | | 2025 ANNUAL BONUS | — | $142,000 | $710,000 | $1,420,000 | | | | | | | | 2025 PSU | 2/24/2025 | | | | — | 12,352 | 24,704 | $44.04 | | $543,982 | | 2025 PSU (MONTE CARLO) | 2/24/2025 | | | | — | 18,526 | 37,052 | $51.33 | | $950,940 | | 2025 RSU | 2/24/2025 | | | | | | | | 15,516 | $683,325 | | FRANCOIS HARDY | | | | | | | | | | | | 2025 ANNUAL BONUS | — | $96,900 | $484,500 | $969,000 | | | | | | | | 2025 PSU | 2/24/2025 | | | | — | 8,436 | 16,872 | $44.04 | | $371,521 | | 2025 PSU (MONTE CARLO) | 2/24/2025 | | | | — | 12,651 | 25,302 | $51.33 | | $649,376 | | 2025 RSU | 2/24/2025 | | | | | | | | 10,596 | $466,648 | | KARYN OVELMEN(5) | | | | | | | | | | | | 2025 ANNUAL BONUS | — | $82,060 | $410,301 | $820,603 | | | | | | | | 2025 PSU | 2/24/2025 | | | | — | 16,268 | 32,536 | $44.04 | | $716,443 | | 2025 PSU (MONTE CARLO) | 2/24/2025 | | | | — | 24,400 | 48,800 | $51.33 | | $1,252,452 | | 2025 RSU | 2/24/2025 | | | | | | | | 20,435 | $899,957 | | (1) Amounts shown represent threshold, target and maximum amounts for 2025 Corporate Bonuses. The Corporate Performance Bonus has a threshold of 20% payout, with the potential to have a zero payout. The LDCC established the target for corporate metrics in April 2025. Payments of Corporate Performance for 2025 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 2025, which will pay out in 2028. See the CD&A for a description of these awards and the rationale. | | | | | | | | | | | | (3) 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 24, 2025, was $44.04, on May 1, 2025, was $51.49 and on July 28, 2025, was $63.66, 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 CD&A 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 $51.33 for the 2025 (payout 2028) for the portion of the Performance Leveraged Stock Unit grant that is tied to the market factors and the fair value of $44.04 for the 2025 (payout 2028) for the portion of the Performance Leveraged Stock Unit grant that is tied to non-market factors, and such amounts are shown in the Stock Awards column of the Summary Compensation Table. | | | | | | | | | | | | (4) Mr. Wexler received a one-time RSU retention grant of 15,708 shares in recognition of serving in the interim CFO role; based on fair market value on date of grant, July 28, 2025, of $63.66. Ms. Viljoen received a one time RSU grant of 12,332 in recognition of her promotion to President; based on fair market value on date of grant, May 1, 2025, of $51.49. The grant for Ms. Viljoen vests in three equal annual installments over approximately three years, with vesting dates of February 24, 2026, 2027, and 2028, aligned with the vesting schedule of the 2025 annual LTI grant. | | | | | | | | | | | | (5) Ms. Ovelmen forfeited the entire value of PSUs and RSUs upon departure. | | | | | | | | | | |

  163. Grants of Plan-Based Awards Table

    | 82 | Newmont Corporation |

  164. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The Company does not grant stock options; therefore, columns applicable to stock options are omitted as not applicable.

  165. Outstanding Equity Awards at Fiscal Year-End Table

    | NAME | STOCK AWARDS | | | | | | | | | EQUITY INCENTIVE | | | | | EQUITY INCENTIVE | PLAN AWARDS: | | | | | PLAN AWARDS: | MARKET OF | | | NUMBER OF | MARKET VALUE OF | NUMBER OF | PAYOUT VALUE OF | | | SHARES OR UNITS | SHARES OR UNITS | UNEARNED SHARES, | UNEARNED SHARES, | | | OF STOCK | OF STOCK | UNITS OR OTHER | UNITS OR OTHER | | | THAT HAVE | THAT HAVE | RIGHTS THAT HAVE | RIGHTS THAT HAVE | | | NOT VESTED | NOT VESTED | NOT VESTED | NOT VESTED | | | (#) | ($)(1) | (#)(2) | ($)(1) | | TOM PALMER | 22,817(3) | $2,278,277 | | | | — | 70,347(4) | $7,024,148 | | | | — | 71,382(5) | $7,127,493 | | | | 2023 PSU | | | 121,063 | $12,088,141 | | 2024 PSU | | | 189,167 | $18,888,325 | | 2025 PSU | | | 143,093 | $14,287,836 | | PETER WEXLER | 47,573(6) | $4,750,164 | | | | — | 12,110(5) | $1,209,184 | | | | — | 15,708(7) | $1,568,444 | | | | 2023 PSU | | | — | $— | | 2024 PSU | | | — | $— | | 2025 PSU | | | 24,100 | $2,406,385 | | NATASCHA VILJOEN | 50,052(8) | $4,997,692 | | | | — | 23,807(4) | $2,377,129 | | | | — | 24,333(5) | $1,231,350 | | | | — | 12,332(5) | $2,429,650 | | | | 2023 PSU | | | — | $— | | 2024 PSU | | | 64,018 | $6,392,197 | | 2025 PSU | | | 48,425 | $4,835,236 | | PETER TOTH | 4,999(3) | $499,150 | | | | — | 15,180(4) | $1,515,723 | | | | — | 15,516(5) | $1,549,273 | | | | 2023 PSU | | | 26,525 | $2,648,521 | | 2024 PSU | | | 40,820 | $4,075,877 | | 2025 PSU | | | 30,878 | $3,083,168 | | FRANCOIS HARDY | 3,205(3) | $320,019 | | | | — | 13,884(4) | $1,386,317 | | | | — | 10,596(5) | $1,058,011 | | | | 2023 PSU | | | 17,003 | $1,697,750 | | 2024 PSU | | | 18,667 | $1,863,900 | | 2025 PSU | | | 21,087 | $2,105,537 | | KARYN OVELMEN(9) | — | — | — | — | | (1) Assumes stock price of $99.85, the closing price on December 31, 2025. | | | | | | (2) Target number of Performance Leveraged Stock Units are shown for the 2023 PSU (payout 2026), 2024 PSU (payout 2027), and 2025 PSU (payout 2028), all three awards for which performance and grant are not yet determined and which are described in the CD&A. The maximum achievable amount of Performance Leveraged Stock Units is 200% of target. | | | | | | (3) Vesting date is February 27, 2026. | | | | | | (4) Vesting dates are February 26, 2026 and 2027. | | | | | | (5) Vesting dates are February 24, 2026, 2027 and 2028. | | | | | | (6) Vesting dates are April 30, 2026 and 2027. | | | | | | (7) Vesting dates are July 28, 2026, 2027 and 2028. | | | | | | (8) Vesting date is October 30, 2026. | | | | | | (9) Ms. Ovelmen held no outstanding equity awards as of the end of the fiscal year and forfeited all outstanding awards upon departure from the Company. | | | | |

  166. Outstanding Equity Awards at Fiscal Year-End Table

    | 2026 Proxy Statement | 83 |

  167. Outstanding Equity Awards at Fiscal Year-End Table

    2025 Executive Compensation Table

  168. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  169. Option Exercises and Stock Vested Table

    | | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF | VALUE | NUMBER OF | VALUE | | | SHARES ACQUIRED | REALIZED ON | SHARES ACQUIRED | REALIZED ON | | | ON EXERCISE | EXERCISE | ON VESTING | VESTING | | NAME | (#) | ($) | (#) | ($) | | TOM PALMER | — | — | 72,677 | $3,323,416 | | PETER WEXLER | — | — | 23,785 | $1,283,439 | | NATASCHA VILJOEN | — | — | 61,955 | $4,618,153 | | PETER TOTH | — | — | 41,823 | $2,609,201 | | FRANCOIS HARDY | — | — | 12,244 | $551,361 | | KARYN OVELMEN | — | — | 20,020 | $1,077,854 |

  170. Option Exercises and Stock Vested Table

    | 84 | Newmont Corporation |

  171. 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.

  172. Pension Benefits Table(1)(2)

    Pension Benefits Table(1)(2)

  173. Pension Benefits Table(1)(2)

    | | | NUMBER OF | PRESENT VALUE OF | PAYMENTS | | | | YEARS CREDITED | ACCUMULATED | DURING LAST | | | | SERVICE | BENEFIT | FISCAL YEAR | | NAME | Plan Name | (#) | ($) | ($) | | TOM PALMER | Pension Plan | 9.67 | $369,916 | $— | | | Pension Equalization Plan | 9.67 | $3,584,427 | $— | | PETER WEXLER | Pension Plan | 1.83 | $79,902 | $— | | | Pension Equalization Plan | 1.83 | $195,192 | $— | | NATASCHA VILJOEN | Pension Plan | 2.25 | $92,375 | $— | | | Pension Equalization Plan | 2.25 | $363,403 | $— | | PETER TOTH | Pension Plan | 3.50 | $140,832 | $— | | | Pension Equalization Plan | 3.50 | $372,765 | $— | | FRANCOIS HARDY | Pension Plan | 1.67 | $82,588 | $— | | | Pension Equalization Plan | 1.67 | $162,649 | $— | | KARYN OVELMEN(2) | Pension Plan | 2.25 | $153,350 | $— | | | Pension Equalization Plan | N/A | $— | $— | | (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 5.78%. | | | | | | (2) Prior to Ms. Ovelmen's termination, she had not fully vested in a pension plan benefit based on her years of service with the Company; however, due to the partial plan termination resulting from the company-wide workforce reduction program in 2025 pursuant to which all U.S.-based employees exiting the Company during this period became fully vested, regardless of their years of service, Ms. Ovelmen vested in a pension plan benefit of $153,350. | | | | |

  174. Pension Benefits Table(1)(2)

    | 2026 Proxy Statement | 85 |

  175. 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 stockholders 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.

  176. Termination After Change of Control

    | } | Unvested participants in the Pension Plan vest in their interests in the plan; see the “Pension Benefits Table” and accompanying footnotes for pension values and unvested participants |

  177. Potential Payments on Termination(1)

    Potential Payments on Termination(1) 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, 2025. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company.

  178. Potential Payments on Termination(1)

    | | | | | TERMINATION | | | | | | | | AFTER | | | | | | TERMINATION | CHANGE OF | CHANGE OF | | | | | RETIREMENT | NOT FOR CAUSE | CONTROL | CONTROL | 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 BONUS | $— | $— | $— | $3,166,643 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $29,442,869 | $29,442,869 | $29,442,869 | $15,821,233 | $29,442,869 | $29,442,869 | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $10,762,500 | $— | $— | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $11,295,931 | $6,920,803 | $— | $16,482,040 | $16,429,918 | $16,429,918 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $99,867 | $— | $98,362 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,500,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $10,000 | $— | $— | | TOTAL | $42,891,300 | $41,493,539 | $31,595,369 | $46,340,778 | $49,615,287 | $48,025,287 | | PETER WEXLER | | | | | | | | BASE BENEFIT | $— | $866,667 | $— | $— | $— | $— | | BONUS (CORPORATE PERFORMANCE) | $— | $552,500 | $552,500 | $— | $552,500 | $552,500 | | RESTRICTED STOCK UNIT BONUS | $— | $— | $— | $533,299 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $— | $802,095 | $802,095 | $1,604,190 | $802,095 | $802,095 | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $2,405,000 | $— | $— | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $— | $2,178,028 | $— | $7,527,791 | $7,527,791 | $7,527,791 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $72,226 | $— | $82,028 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,300,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $10,000 | $— | $— | | TOTAL | $— | $4,479,016 | $1,354,595 | $12,162,308 | $10,272,386 | $8,882,386 | | NATASCHA VILJOEN | | | | | | | | BASE BENEFIT | $— | $1,416,667 | $— | $— | $— | $— | | BONUS (CORPORATE PERFORMANCE) | $— | $1,150,000 | $1,150,000 | $— | $1,150,000 | $1,150,000 | | RESTRICTED STOCK UNIT BONUS | $— | $— | $— | $1,283,272 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $— | $5,873,077 | $5,873,077 | $5,354,157 | $5,873,077 | $5,873,077 | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $4,267,124 | $— | $— | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $— | $2,871,486 | $— | $11,035,821 | $11,035,821 | $11,035,821 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $92,453 | $— | $98,293 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,500,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $10,000 | $— | $— | | TOTAL | $— | $11,411,183 | $7,023,077 | $22,048,667 | $19,648,898 | $18,058,898 |

  179. Potential Payments on Termination(1)

    | 92 | Newmont Corporation |

  180. Potential Payments on Termination(1)

    | | | | | TERMINATION | | | | | | | | AFTER | | | | | | TERMINATION | CHANGE OF | CHANGE OF | | | | | RETIREMENT | NOT FOR CAUSE | CONTROL | CONTROL | DEATH | DISABILITY | | | ($) | ($) | ($) | ($) | ($) | ($) | | PETER TOTH | | | | | | | | BASE BENEFIT | $— | $1,065,000 | $— | $— | $— | $— | | BONUS (CORPORATE PERFORMANCE) | $— | $710,000 | $710,000 | $— | $710,000 | $710,000 | | RESTRICTED STOCK UNIT BONUS | $— | $— | $— | $683,274 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $— | $6,393,396 | $6,393,396 | $3,413,971 | $6,393,396 | $6,393,396 | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $2,840,000 | $— | $— | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $— | $1,510,930 | | $3,564,146 | $3,564,146 | $3,564,146 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $63,018 | $— | $63,018 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,420,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $10,000 | $— | $— | | TOTAL | $— | $9,749,844 | $7,103,396 | $10,574,409 | $12,177,542 | $10,667,542 | | FRANCOIS HARDY | | | | | | | | BASE BENEFIT | $— | $855,000 | $— | $— | $— | $— | | BONUS (CORPORATE PERFORMANCE) | $— | $484,500 | $484,500 | $— | $484,500 | $484,500 | | RESTRICTED STOCK UNIT BONUS | $— | $— | $— | $466,599 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $— | $3,642,129 | $3,642,129 | $2,024,958 | $3,642,129 | $3,642,129 | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $2,109,000 | $— | $— | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $— | $1,163,752 | $— | $2,764,347 | $2,764,347 | $2,764,347 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $85,382 | $— | $85,382 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,140,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $7,500 | $— | $— | | TOTAL | $— | $6,238,263 | $4,126,629 | $7,457,786 | $8,120,976 | $6,890,976 | | (1) Ms. Ovelmen is not included in the table above as she departed the Company on July 11, 2025. The six months of base salary continuation and medical insurance coverage Ms. Ovelmen received following her separation from the Company is reflected in the “All Other Compensation” column of the Summary Compensation Table. The benefit in which she vested under the Pension Plan in connection with her separation is reflected in Footnote 2 to the Pension Benefits Table. | | | | | | |

  181. Potential Payments on Termination(1)

    | 2026 Proxy Statement | 93 |

  182. 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 2026 Proxy Statement, the Company used a consistently applied compensation measure (“CACM”), defined as annualized base salary, which provides a reasonable estimate of compensation received. This annualized base‑salary measure was applied only to permanent employees (and not to seasonal or temporary employees) and was not adjusted for part‑time status. Local currency was consistently converted using foreign exchange rates applied consistently for the period January 1, 2025, through December 1, 2025. No cost-of-living adjustments were applied. Using this CACM, the Company identified a group of employees whose compensation fell within the median range as of December 1, 2025. The Company then reviewed full‑year 2025 compensation records for that group and selected the single median employee for purposes of calculating the ratio of CEO pay to median employee pay. The Company has determined that the 2025 annual total compensation of the median compensated employee was $83,771. For 2025, the total compensation for the Company’s CEO, Mr. Palmer, as reported in the “Summary Compensation Table” was $15,625,168. Mr. Palmer’s total compensation is 187 times (or a ratio of 187 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.

  183. Pay Ratio of CEO to Median Employee

    | 94 | Newmont Corporation |

  184. 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 five-year performance period.

  185. Pay Versus Performance Table

    | | | | | | VALUE OF INITIAL FIXED | | | | | | | | | | $100 INVESTMENT ON | | | | | | | | | | DECEMBER 31, 2020 | | | | | | | | | | BASED ON | | | | | | | | AVERAGE | AVERAGE | | | | | | | | | SUMMARY | COMPENSATION | | | | | | | SUMMARY | | COMPENSATION | ACTUALLY | | PEER/INDEX | | | | | COMPENSATION | COMPENSATION | TABLE TOTAL FOR | PAID TO | TOTAL | TOTAL | COMPANY NET | | | | TABLE TOTAL | ACTUALLY PAID | NON-PEO | NON-PEO | SHAREHOLDER | SHAREHOLDER | INCOME | FREE CASH | | PEFORMANCE YEAR | FOR PEO ($)(1) | TO PEO ($)(1)(7) | NEOS ($)(2) | NEOS ($)(2)(7) | RETURN ($)(3) | RETURN ($)(3)(4) | (LOSS) ($)(5) | FLOW($)(6) | | 2025 | $15,625,168 | $46,280,998 | $4,537,982 | $8,992,688 | $195 | $330 | $7,167 | $7,299 | | 2024 | $12,965,126 | $3,323,357 | $4,463,189 | $3,119,735 | $72 | $156 | $3,381 | $2,916 | | 2023 | $11,747,104 | $1,125,000 | $3,949,153 | $1,588,050 | $78 | $162 | $(2,467) | $88 | | 2022 | $13,654,538 | $3,407,020 | $3,904,167 | $1,166,702 | $85 | $154 | $(369) | $1,067 | | 2021 | $12,667,106 | $15,415,524 | $3,922,861 | $3,707,302 | $107 | $157 | $233 | $2,613 |

  186. Pay Versus Performance Table

    (1) In his capacity as Chief Executive Officer, Mr. Palmer is included as our PEO for 2021 to 2025. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table for additional details. (2) Reflects compensation for the following non-PEO NEOs: 2025: Mr. Wexler, Ms. Viljoen, Mr. Toth, Mr. Hardy and Ms. Ovelmen 2024: Ms. Ovelmen, Ms. Viljoen, Mr. Wexler, Mr. Toth and Mr. Atkinson 2023: Ms. Ovelmen, Ms. Viljoen, Mr. Atkinson, Mr. Toth, Mr. Tabolt, and Mr. Puna 2022: Mr. Tabolt, Mr. Atkinson, Ms. Lipson, Mr. Toth, and Ms. Buese 2021: Ms. Buese, Mr. Atkinson, Mr. Gottesfeld, and Ms. Lipson See Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table for additional details. (3) In 2025, the Company modified its approach to calculating Total Shareholder Return for purposes of the Pay Versus Performance table to reflect a more standardized calculation that aligns with the Annual Report. The updated methodology has been applied to all periods presented. (4) The peer group used for TSR comparisons reflects our compensation benchmarking peer group as disclosed in the Newmont Annual Report for each year. The peer group is comprised of the following companies for each year: 2025: Agnico Eagle Mines Ltd (AEM US); Anglogold Ashanti Ltd (AU US); Freeport (FCX US), Gold Fields Ltd (GFI US); Barrick Gold Corp (B US); Kinross Gold Corp (KGC US); Northern Star Resources Limited (NST AU) and Harmony Gold Mining Co Ltd (HMY US). The 2025 Peer/Index Total Shareholder Return was $341 when calculated using the prior-year peer group and $330 when calculated using the updated 2025 peer group. 2024 - 2023: Agnico Eagle Mines Ltd (AEM US); Anglogold Ashanti Ltd (AU US); Freeport (FCX US), Gold Fields Ltd (GFI US); Barrick Gold Corp (B US); Kinross Gold Corp (KGC US); and Harmony Gold Mining Co Ltd (HMY US). 2022 - 2021: Agnico Eagle Mines Ltd (AEM US); Anglogold Ashanti Ltd (AU US); Freeport (FCX US), Gold Fields Ltd (GFI US); Barrick Gold Corp (B US); Kinross Gold Corp (KGC US); Harmony Gold Mining Co Ltd (HMY US); and Newcrest Mining Ltd (NCM AU). (5) Represents Newmont's Company Net Income (Loss) in millions, calculated on a GAAP basis, as disclosed in our Annual Report of Form 10-K for the relevant year. (6) Represents Free Cash Flow in millions, a non-GAAP metric, as disclosed in our Annual Report of Form 10-K for the relevant year. (7) The following adjustments were made to Summary Compensation Table total compensation to determine “Compensation Actually Paid” for our NEOs:

  187. Pay Versus Performance Table

    | | 2025 | | | | | ADJUSTMENTS(8)(9) | PEO ($) | | NON-PEO NEO AVERAGE ($) | | | Summary Compensation Table Total | | 15,625,168 | | 4,537,982 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | ( - ) | 10,094,351 | ( - ) | 2,657,153 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | (+) | 24,625,888 | (+) | 4,853,898 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (+) | 15,291,483 | (+) | 3,255,029 | | Deduction of fair value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FY end | ( - ) | 0 | ( - ) | 1,217,352 | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | (+) | 393,682 | (+) | 162,091 | | Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | (+) | 617,869 | (+) | 108,164 | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | ( - ) | 694,517 | ( - ) | 161,252 | | Addition for the Service Cost attributable to services rendered during the FY | (+) | 515,776 | (+) | 111,281 | | Compensation Actually Paid | | 46,280,998 | | 8,992,688 |

  188. Pay Versus Performance Table

    | (8) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustments for restricted stock units (“RSUs”) reflect changes in fair value during the fiscal year based on the Company’s closing stock price at fiscal year-end or the applicable vesting date. RSU awards generally vest pro-rata over three years. Adjustments for performance stock units (“PSUs”) reflect changes in fair value during the fiscal year based on the Company’s closing stock price at fiscal year-end and management’s estimate of expected performance. For PSUs with market-based conditions, fair value is determined using a Monte Carlo simulation model as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. PSU awards have a maximum payout opportunity of 200% of target. See the Compensation Discussion and Analysis for additional information. | | (9) The Company’s pension benefits are determined under its qualified defined benefit plan. The total pension expense for each year includes (i) the service cost for benefits earned during the year and (ii) any prior service cost arising from plan amendments, if applicable, which was $0 for all years presented. All amounts are calculated in accordance with U.S. GAAP. |

  189. Pay Versus Performance Table

    | 2026 Proxy Statement | 95 |

  190. 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 2025, 89.0% of the total target compensation for the principal Executive Officer (PEO) and 79.6% of non-PEO NEO pay, on average, was at-risk and tied to performance measures that impact stockholder 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 detailed in the Pay Versus Performance table above.

  191. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

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

    Compensation Actually Paid versus Free Cash Flow and Net Income