DEF 14A of NEWMONT Corp /DE/, Mar 14, 2025

DEF 14A of NEWMONT Corp /DE/

Filed Mar 14, 2025 · FY20240001558370-25-003000

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Dear Fellow Stockholders: I am pleased to present Newmont’s Proxy Statement and invite you to join our 2025 Annual Meeting of Stockholders to be held on Wednesday, April 30, 2025, at 8:00 a.m. Mountain Daylight Time. The virtual Annual Meeting will provide all our stockholders with an opportunity to participate, regardless of their geographic location. Please see the Notice of Annual Meeting for more information about how to attend virtually. 2024 was a transformational year for Newmont, marked by the successful integration of the assets acquired at the end of 2023 and the strategic rationalization of the portfolio culminating in announced divestitures of six non-core assets. As a result, Newmont solidified its unrivaled portfolio of Tier 1 gold operations, supported by a robust organic project pipeline with the scale and mine life to sustain the business for decades. Throughout 2024, the Company also focused on operational and financial stabilization amid a shifting gold mining landscape, influenced by market demand dynamics, commodity price fluctuations, and geopolitical realignment. These efforts led to a strong fourth-quarter performance, with record free cash flow demonstrating the value Newmont’s portfolio of assets is capable of generating. Newmont also delivered on its 2024 capital allocation priorities, returning $2.3 billion to shareholders through regular dividends and share repurchases, reducing debt below $8.0 billion, and reinvesting in its assets. Looking ahead to 2025, Newmont’s Board, leadership team, and workforce remain focused on three key priorities: safety, cost management, and productivity. The members of our Board leverage a wide range of exceptional capabilities, skills and backgrounds to oversee strategy and evaluate risk and performance. The Board’s oversight is guided by Newmont’s purpose: to create value and improve lives through sustainable and responsible mining. The Board understands that transparent and respectful engagement is essential to ensuring our social acceptance and ability to be a trusted leader in mining. For the ninth consecutive year, Newmont was recognized as the sector leader on the Dow Jones Sustainability Index. Newmont is proud to be honored with prestigious global awards, including the Suriname operation’s receipt of the U.S. Secretary of State’s Award for Corporate Excellence, recognizing our dedication to responsible practices. On behalf of the full Board of Directors, I sincerely thank you for the trust you have placed in the Board and for your continued investment in Newmont. It is a privilege to serve as your Independent Chair and to work closely with my fellow Directors to carry out our fiduciary responsibilities to you, our stockholders.

  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 5.8 years, with frequent refreshment. The Board is highly engaged between regular quarterly meetings, special meetings and site visits — with a combined 99% 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 the policy of the Board of Directors that the Director must tender their resignation to the Board. In such a case, the Corporate Governance and Nominating Committee will make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken, considering all of the facts and circumstances. The Director who has tendered their resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines are available on our website at http://www.newmont.com/about-us/governance-and-ethics/.

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

    | 2025 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 2025 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. 2025 Director Nominees

    2025 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. Eleven of the twelve nominees are currently serving as Directors of the Company and ten were elected to the Board of Directors at the last Annual Meeting. As previously disclosed, Newmont added Harry M. (Red) Conger IV to serve as an independent director, effective June 28, 2024. David T. Seaton is recommended as a new Director nominee for election at the Annual Meeting and was also recommended for consideration to the Corporate Governance and Nominating Committee by a third-party recruiter. For more information see “Process for Selecting New Directors” in the Corporate Governance section. 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. Philip Aiken AM and Susan N. Story will be retiring from Newmont’s Board, effective as of the 2025 Annual Meeting of Stockholders. Newmont and the Board express their sincere appreciation to Mr. Aiken and Ms. Story. These distinguished directors have been dedicated to the success of the Company and made valuable contributions to our Board’s deliberations, including in connection with oversight of the integration of the Newcrest assets and the strategic streamlining of Newmont’s portfolio. The Board thanks them for their dedicated service to Newmont.

  10. 2025 Director Nominees

    | 2025 Proxy Statement | 13 |

  11. 2025 Director Nominees

    With these retirements, the size of the Board will be reduced from thirteen to twelve members. In considering Board composition, the Corporate Governance and Nominating Committee determined that a Board of this size strikes the appropriate balance between promoting robust dialogue and accountability and ensuring diverse expertise, perspectives and skills.

  12. 2025 Director Nominees

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

  13. 2025 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:

  14. 2025 Director Nominees

    | GREGORY H. BOYCE | | | | Independent Chair of the Board Age: 70 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, 70, 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. |

  15. 2025 Director Nominees

    | 14 | Newmont Corporation |

  16. 2025 Director Nominees

    | BRUCE R. BROOK | | | | Senior Independent Director Age: 69 Director Since: October 2011 Board Committees: } Audit (Chair) } Corporate Governance and Nominating } Executive-Finance | | Career Highlights Bruce R. Brook, 69, 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 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 Incitec Pivot Limited. | | | Operational and Industry Expertise — Experience as a Director of Lihir Gold Limited, Energy Developments Limited, Consolidated Minerals Limited and Deep Exploration Technologies Cooperative Research Centre, a collaborative research program researching safer, more advanced and more cost-effective geological exploration and drilling methods. Currently serves as a Director at Incitec Pivot 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 Incitec Pivot 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. |

  17. 2025 Director Nominees

    | 2025 Proxy Statement | 15 |

  18. 2025 Director Nominees

    | MAURA J. CLARK | | | | Independent Director Age: 66 Director Since: April 2020 Board Committees: } Audit | | Career Highlights Maura J. Clark, 66, retired from Direct Energy, a subsidiary of Centrica plc, in March 2014 where she was President of Direct Energy Business, a leading energy retailer in Canada and the United States. Previously, Ms. Clark was Executive Vice President of North American Strategy and Mergers and Acquisitions for Direct Energy. Ms. Clark’s prior experience includes investment banking and serving as Chief Financial Officer of an independent oil refining and marketing company. Ms. Clark has extensive board, Audit Committee, strategic finance and executive leadership experience. Ms. Clark holds a Bachelor of Arts in Economics from Queen’s University. She is a member of the Association of Chartered Professional Accountants of Ontario. | | | Director Qualifications: | | | | Financial Expertise — Currently serves as the Chair of the Fortis Audit Committee. 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. 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 Garret Motion’s Compensation Committee and as a member of Nutrien’s Human Resources and Compensation Committee and participation in compensation, benefits and related decisions in senior executive roles. | | | Board Experience — Service on the Company’s Board of Directors since 2020. Currently also serves on the Board of Fortis, Inc. from 2015 to present, and Nutrien Ltd. from 2018 to present. Prior service on the Garrett Motion, Inc. Board from October 2018 to September 2020. Prior service on the Agrium Inc. Board (merged with Potash Corp and created Nutrien) from 2016 to 2018 and prior service on the Board of Elizabeth Arden Inc. from 2005 to 2016. |

  19. 2025 Director Nominees

    | 16 | Newmont Corporation |

  20. 2025 Director Nominees

    | | 69 June 2024 „ | | HARRY M. CONGER | | | | Independent Director Age: 69 Director Since: June 2024 Board Committees: „ Safety and Sustainability | | Career Highlights Harry M. (Red) Conger IV, 69, 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. |

  21. 2025 Director Nominees

    | 2025 Proxy Statement | 17 |

  22. 2025 Director Nominees

    | EMMA FITZGERALD | | | | Independent Director Age: 58 Director Since: December 2021 Board Committees: } Safety and Sustainability | | Career Highlights Dr. Emma FitzGerald, 58, 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 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 and a mentor on the Creative Destruction Lab Climate stream to enable acceleration of innovations to support energy transition and application of smart materials to drive performance. | | | Operational and Industry Expertise — Over 30 years of experience in driving value creation in international energy and water industries and brings a deep understanding of the complexities of customer facing energy businesses and the extraction sector. | | | International Experience — Extensive international experience as an executive and a director of multiple international and multinational energy, water and distribution services companies, including prior experience with Puma Energy International, Royal Dutch Shell, DCC plc, Cookson Group plc, Alent plc and the International Leadership Advisory Board of the Singapore Prime Minister’s Office. | | | Financial Expertise — In addition to senior executive experience, she was a member of the Remuneration Committee and a former member of the Audit Committee of UPM Kymmene from April 2020 to 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 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, 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. |

  23. 2025 Director Nominees

    | 18 | Newmont Corporation |

  24. 2025 Director Nominees

    | SALLY-ANNE LAYMAN | | | | Independent Director Age: 51 Director Since: November 2023 Board Committees: } Safety and Sustainability | | Career Highlights Sally-Anne Layman, 51, retired from Macquarie Group Limited where she was Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. Prior to that, Ms. Layman was a Mining Engineer at Mount Isa Mines, Production Engineer and Alternate Underground Manager at Great Central mines, Accountant at Normandy Yandal, and Management Accountant at Western Metals Limited. Ms. Layman holds a Bachelor of Engineering in Mining with Honors from Curtin University, a Bachelor of Commerce from the University of Southern Queensland, a First Class Mine Managers Certificate of Competency from the WA Department of Mines and Petroleum and she is a Certified Practicing Accountant. | | | Director Qualifications: | | | | International Experience — Roles based in Australia, Canada and USA, and extensive experience, through directorships, in operations in PNG, West Africa and New Zealand. Also involved in many global M&A and resource financing deals as an investment banker at Macquarie Bank. Ms. Layman has diverse international experience in the resources sector and financial markets. | | | Executive Management Skills — Previous roles at Macquarie Group Limited, including as Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. | | | Operational and Industry Expertise — Over 30 years of international experience in resources and corporate finance. She spent 14 years with Macquarie Group in a range of senior positions, including as Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. Prior to that, Ms. Layman was a Mining Engineer at Mount Isa Mines, Production Engineer and Alternate Underground Manager at Great Central mines, Accountant at Normandy Yandal, and Management Accountant at Western Metals Limited. | | | Health, Safety, Environmental and Social Responsibility Experience — Director of Beach Energy Limited, Imdex Ltd, and 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, and 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 the Chair of the Sustainability Committee and as a member of the Audit and Risk Committee. Previously served on the Board of Newcrest Mining Limited from 2020 to 2023. Previously also served on the Boards of Perseus Mining Limited and Gascoyne Resources Ltd. |

  25. 2025 Director Nominees

    | 2025 Proxy Statement | 19 |

  26. 2025 Director Nominees

    | JOSÉ MANUEL MADERO | | | | Independent Director Age: 56 Director Since: April 2021 Board Committees: } Safety and Sustainability | | Career Highlights José Manuel Madero, 56, 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 serves on the board of Vector Casa de Bolsa, a full-service broker dealer and wealth manager with specialized products and services designed for individual investors, companies, institutional funds and government in Mexico, the U.S. and Latam. | | | Executive Management Skills — Former Chief Executive Officer, Grupo Bepensa, across the industrial, automotive, financial services, and non-alcoholic and alcoholic beverage sectors from February 2015 to February 2019. Prior to joining Grupo Bepensa, Mr. Madero served in a number of senior leadership roles at Monsanto Company and Grupo Pulsar. Mr. Madero has proven expertise in successfully running operations throughout Latin America, the United States, EMEA and Australia, while working effectively with local governments and communities to promote economic development. Mr. Madero also has extensive international business development, mergers and acquisition and supply chain experience. | | | International Experience — Founder & Managing Partner of Bizwp SC which provides international finance, strategy and business development consulting services. From 2005 to 2015, Mr. Madero held a series of senior management roles at Monsanto Company across multiple international locations and functions including Vice President of International Business Development, President of EMEA (Europe, Middle East, Africa), President of Latin America North, Vice President of Commercial Operations for Latin America South and President of Australia and New Zealand and was Global Vice President of Supply Chain of Seminis Vegetables Seeds. | | | Operational and Industry Expertise — Served in engineering operations and superintendent roles with Grupo Mexico, the largest mining business conglomerate in Mexico and a worldwide copper producer. | | | Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a leader in global companies managing matters related to regulatory, policy and social responsibility. | | | Board Experience — Service on the Company’s Board of Directors since 2021. Currently also serves on the Board of Constellation Brands, Inc. from 2019 to present, 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. |

  27. 2025 Director Nominees

    | 20 | Newmont Corporation |

  28. 2025 Director Nominees

    | RENÉ MÉDORI | | | | Independent Director Age: 67 Director since: April 2018 Board Committees: } Audit | | Career Highlights René Médori, 67, 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 as the Non-executive Chair for Petrofac Ltd and serves as the Chair of the Nominations Committee of Petrofac since 2018. Currently also serves on the board of Vinci SA. Formerly served on the boards of Cobham plc, Anglo American plc, AngloGold Ashanti ( JSE), Anglo American Platinum (JSE), SSE plc and The BOC Group plc. |

  29. 2025 Director Nominees

    | 2025 Proxy Statement | 21 |

  30. 2025 Director Nominees

    | JANE NELSON, CMG | | | | Independent Director Age: 64 Director Since: October 2011 Board Committees: } Safety and Sustainability (Chair) } Corporate Governance and Nominating | | Career Highlights Jane Nelson, 64, 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. Former member of the World Economic Forum’s Global Future Council on Good Governance. Previously on the Economic Advisory Board of the International Finance Corporation (IFC), Leadership Council of the Initiative for Global Development, Co-Chair of the World Economic Forum’s Global Future Council on Food Systems Innovation and member of Global Future Councils on 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. Co-Chair and Commissioner of the Business Commission to Tackle Inequality, World Business Council for Sustainable Development. 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. 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). |

  31. 2025 Director Nominees

    | 22 | Newmont Corporation |

  32. 2025 Director Nominees

    | TOM PALMER | | | | President and Chief Executive Officer Age: 57 Director Since: October 2019 Board Committees: } Executive-Finance | | Career Highlights Tom Palmer, 57, is President and Chief Executive Officer and joined Newmont’s Board of Directors on October 1, 2019. Mr. Palmer served as President since June 2019 and as President and Chief Operating Officer from November 2018 until June 2019. Previously, he served as Executive Vice President and Chief Operating Officer since May 2016. Mr. Palmer was elected Senior Vice President, Asia Pacific in February 2015 after serving as Senior Vice President, Indonesia since March 2014. Mr. Palmer holds a Bachelor of Science degree in Engineering from Monash University and a Master of Science in Engineering from Monash University in Melbourne, Australia. | | | Director Qualifications: | | | | CEO/Executive Management Skills — Currently serving as Newmont’s President and Chief Executive Officer. Extensive leadership experience in prior roles with Newmont and previously with Rio Tinto’s bauxite and alumina, coal, copper, iron ore and technology businesses leading global teams, improving safety, profitability, sustainability and diversity. | | | Operational and Industry Expertise — Over 27 years of operational experience in the mining industry with senior executive oversight of operations, labor relations and regulatory issues. Worked in a variety of roles across a number of commodities over a 20-year career with Rio Tinto, including Chief Operating Officer, Pilbara Mines, Rio Tinto Iron Ore; General Manager, Technology for the Bauxite and Alumina business; General Manager, Operations at Hail Creek coal mine; and General Manager, Asset Management at Palabora Mining Company in South Africa. | | | International Experience — Extensive senior executive experience working with multinational mining operations in Australia, Indonesia, South Africa, and North America. Chair of the International Council on Mining and Metals, and member of the World Gold Council and the World Economic Forum Mining and Metals Board of Governors. | | | Health, Safety, Environmental and Social Responsibility Experience — Strong commitment to improving safety and productivity through implementation of safety culture programs. Prior service on the Board of the Minerals Council of Australia and former Chair of the Council’s Health and Safety Committee. | | | Labor and Compensation Expertise — Extensive labor relations and compensation experience in various senior executive roles including deep knowledge of organizational design, leadership development and talent management and oversight of human relations functions. | | | Board Experience — Service on the Company’s Board of Directors since October 2019 and prior service on the Board of the Minerals Council of Australia. Chair of the International Council on Mining and Metals. |

  33. 2025 Director Nominees

    | 2025 Proxy Statement | 23 |

  34. 2025 Director Nominees

    | JULIO M. QUINTANA | | | | Independent Director Age: 65 Director Since: October 2015 Board Committees: } Leadership Development and Compensation (Chair) } Corporate Governance and Nominating | | Career Highlights Julio M. Quintana, 65, 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. Currently also serves on the Board of SM Energy Company as Chairman of the Board and Chairperson of the Executive Committee. Former Chair of Basic Energy Services and former director of Tesco Corporation and California Resources Corporation. |

  35. 2025 Director Nominees

    | 24 | Newmont Corporation |

  36. 2025 Director Nominees

    | | [63] Nominee „ | | DAVID T. SEATON | | | | Independent Director Age: 63 Director Since: Nominee | | Career Highlights David T. Seaton, 63, 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, and is also 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. | | | Health, Safety, Environmental and Social Responsibility Experience — Experience managing matters related to regulatory, policy and social responsibility in executive roles. Former Chair of the National Association of Manufacturers and the National Board of Governors of the Boys and Girls Clubs of America. Service on Public Policy and Sustainability Committee of ConocoPhillips. | | | Board Experience — 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 producer 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. |

  37. 2025 Director Nominees

    | 2025 Proxy Statement | 25 |

  38. Independent Compensation Consultant

    Independent Compensation Consultant For executive compensation consulting services in 2024, the Board of Directors engaged Frederic W. Cook & Co., Inc. (“FW Cook”). The Board uses a best practice approach of engaging separate advisors for Board compensation and management compensation to minimize the potential for conflict of interest. For a description of the executive compensation consulting services provided by FW Cook to the Leadership Development and Compensation Committee (“LDCC”) of the Board of Directors, see the “Role of the Independent Compensation Consultant.” 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 2024. See “Director Compensation.”

  39. Independent Compensation Consultant

    | 2025 Proxy Statement | 39 |

  40. Director Compensation

    Director Compensation The following table shows the compensation program applied to each of our non-employee Directors during 2024:

  41. 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. |

  42. 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). In 2024, based on feedback received during our 2024 Proxy Statement engagement with advisory firms and stockholders, the Corporate Governance and Nominating Committee decreased the Non-

  43. Director Compensation Program

    | 40 | Newmont Corporation |

  44. Director Compensation Program

    Executive Chair of the Board Annual Retainer from $280,000 to $175,000 for 2024. Newmont and its Board view continuous engagement with our many stakeholders as critical to informing our plan designs and compensation values for both director compensation and executive compensation. The other components of Non-Executive Chair compensation remained in alignment with market and were not identified as an area of concern during our engagement with stockholders, and therefore no further changes were recommended to Chair compensation for 2024. In February 2025, the Corporate Governance and Nominating Committee of the Board engaged in its annual review of the non-executive director compensation program, supported by analysis of pay levels for the Board as a whole, typical director, leadership directors (a director with a committee leadership role), and Independent Chair prepared by the Company’s third-party consultant, WTW. The program was found to be competitive and in alignment with market, and it was 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.

  45. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 The following table presents compensation paid to non-employee directors for services rendered in fiscal 2024 as calculated in accordance with SEC rules.

  46. Director Compensation for Fiscal 2024

    | | FEES EARNED OR | | ALL OTHER | | | | PAID IN CASH | STOCK AWARDS(2) | COMPENSATION | TOTAL | | NAME(1) | ($) | ($) | ($) | ($) | | PHILIP AIKEN AM | $135,000 | $180,000 | $— | $315,000 | | PATRICK G. AWUAH, JR(3) | $42,651 | $— | $30,420 | $73,071 | | GREGORY H. BOYCE | $330,000 | $180,000 | $— | $510,000 | | BRUCE R. BROOK(4) | $165,000 | $180,000 | $5,000 | $350,000 | | MAURA J. CLARK | $135,000 | $180,000 | $— | $315,000 | | HARRY M. CONGER | $68,972 | $147,945 | $— | $216,917 | | EMMA FITZGERALD | $135,000 | $180,000 | $— | $315,000 | | MARY A. LASCHINGER(3) | $42,651 | $— | $20,141 | $62,792 | | SALLY-ANNE LAYMAN | $135,000 | $180,000 | $— | $315,000 | | JOSÉ MANUEL MADERO | $135,000 | $180,000 | $— | $315,000 | | RENÉ MÉDORI | $135,000 | $180,000 | $— | $315,000 | | JANE NELSON(4) | $160,000 | $180,000 | $4,026 | $344,026 | | JULIO M. QUINTANA | $160,000 | $180,000 | $— | $340,000 | | SUSAN N. STORY | $135,000 | $180,000 | $— | $315,000 | | (1) Mr. Palmer’s compensation is shown in the Summary Compensation Table. | | | | | | (2) For 2024, 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 April 26, 2024, with a grant date fair value of $42.73. There are no other assumptions made in the valuation of the stock awards. For Harry M. Conger, the amount includes DSUs awarded on June 28, 2024, with a grant date fair value of $41.87, in connection with his appointment to the Board. | | | | | | (3) The amount Shown as all other compensation for Mr. Awuah and Ms. Laschinger represents accrued dividends paid in connection with the shares of stock underlying director stock units awarded pursuant to the Company's director compensation program. | | | | | | (4) The amount shown as All Other Compensation for Mr. Brook and Ms. Nelson 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 assumes a conversion rate of $0.67 for Australian Dollar (“AUD”) to U.S. dollar for donations made in AUD. | | | | |

  47. Director Compensation for Fiscal 2024

    | 2025 Proxy Statement | 41 |

  48. Evolution of Executive Compensation Plan Design

    | | 2024 | 2025 | | Annual Incentive Program | } Streamlined the annual bonus plan by reducing metrics from 11 in 2023 to 6 in 2024 } Maintained sustainability metric weighting at 30% while increasing financial metric weighting to 70% } Introduced a metric tied to Newcrest Synergy | } 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 (1) } Revised safety metrics to include leading and lagging performance indicators (1) } Removed Newcrest Synergy metric as operations are now integrated (1) | | Long-term Incentive Program | } Introduced Return on Capital Employed (ROCE) as a Performance Stock Unit (PSU) metric with a 20% weighting } Added the S&P 500 Index as an additional constituent to the PSU peer group, supplementing the existing VanEck Vectors Gold Miners exchange-traded fund constituents | } Increased weighting of ROCE in PSUs to 30% | | Other Elements | } Revised Section 16 Share Ownership Standard; during 5-year transition period, officers must hold 50% of vested shares until reaching target ownership level | } 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 |

  49. Evolution of Executive Compensation Plan Design

    | (1) Reflects the proposed 2025 annual incentive program design, which remains subject to final review and approval by the LDCC. |

  50. CEO Pay Aligned to Company Performance

    CEO Pay Aligned to Company Performance The Leadership Development and Compensation Committee (LDCC) carefully evaluates the design, competitiveness, and outcomes of our compensation programs for the CEO, as well as other Executive Officers, to ensure alignment with stockholder interests. The CEO’s compensation is primarily tied to the company’s financial performance metrics through its incentive programs. For 2024, these metrics include Adjusted Cash Sustaining Costs per Gold Equivalent Ounce(4), Attributable Adjusted Free Cash Flow(4), Newcrest Integration Synergies, Return on Capital Employed, and Relative Total Shareholder Return (rTSR). Additionally, the Performance Share Unit (PSU) and Restricted Stock Unit (RSU) programs are significantly influenced by Newmont’s stock price, ensuring direct alignment with stockholder interests. In addition to benchmarking against our Compensation Peer Group and following best practices, the LDCC evaluates Target Pay(1) vs. Realized Pay(2) over a three-year period, in relation to company performance.

  51. CEO Pay Aligned to Company Performance

    | } | Lower than Target Pay primarily reflects below-target incentive plan payouts and the impact of a lower stock price on the CEO’s equity awards |

  52. CEO Pay Aligned to Company Performance

    | } | The average annual bonus payout between 2022 and 2024 was 69% of target, while the 2024 annual bonus payout, following the application of 40 percentage points negative discretion by the LDCC, was 79.9% of target, as discussed in the “Annual Incentive Program” section |

  53. CEO Pay Aligned to Company Performance

    | } | The RSUs vested on average at 73% of target, while RSUs vested in February 2025 at 98% of the 2024 RSU target (reflecting RSU shares from 2022, 2023, and 2024) |

  54. CEO Pay Aligned to Company Performance

    | } | The average PSUs, when applying the stock price at vesting and the performance factor, vested at 52% of target, while the 2022 PSUs, which vested in February 2025, paid out at 0%, as discussed in the “Long-Term Incentive Program” section |

  55. Comparison of CEO Target Pay vs. Realized Pay vs. Realizable Pay vs. Total Shareholder Return

    | CEO Compensation | Base Salary | Annual Incentive Program | Long-term Incentive Program | | (1) Target Pay | Target opportunity for program year | Target opportunity for program year | Target opportunity for program year | | (2) Realized Pay | Actual annual salary paid for program year | Actual annual incentive paid for program year paid in February following program year | Value of LTI vesting in February following program year | | (3) Realizable Pay | Actual annual salary paid for program year | Actual annual incentive paid for program year paid in February following program year | Value of RSUs based on stock price at vesting or as of 12/31/2024 Value of PSUs based on stock price and actual / projected PSU performance at vesting or as of 12/31/2024 for respective plan program year |

  56. 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; 80.7% 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 | } Tally sheets reviewed by the LDCC for Section 16 Officers | | } Restrictions on trading stock during certain periods | } Double trigger change of control provisions | } Comprehensive clawback provisions for cash and equity-based awards |

  57. 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 paid on unearned awards | } No hedging, pledging, or short sale transactions |

  58. 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 |

  59. 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 2024, 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:

  60. Role of the Independent Compensation Consultant

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

  61. Role of the Independent Compensation Consultant

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

  62. Role of the Independent Compensation Consultant

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

  63. Role of the Independent Compensation Consultant

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

  64. Role of the Independent Compensation Consultant

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

  65. 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 |

  66. Role of the Independent Compensation Consultant

    | 50 | Newmont Corporation |

  67. Role of the Independent Compensation Consultant

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

  68. 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 |

  69. 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 2024, 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 2024, FW Cook’s aggregate fees for compensation consulting services for the LDCC were $256,018. 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.

  70. Role of Company Management

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

  71. Compensation Peer Group

    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 consultant FW Cook, the Committee carefully reviewed the companies included in the 2024 Compensation Peer Group in July 2023. In light of the pending merger with Newcrest and anticipated divestiture of non-core assets, the Committee determined to make no changes to the peer group and to re-evaluate following the closing of the merger. 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.

  72. 2024 Compensation Peer Group(1)(2)(3)

    2024 Compensation Peer Group(1)(2)(3)

  73. 2024 Compensation Peer Group(1)(2)(3)

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

  74. 2024 Compensation Peer Group(1)(2)(3)

    | (1) No changes were made to the companies included in the 2023 Compensation Peer Group. |

  75. 2024 Compensation Peer Group(1)(2)(3)

    | (2) Peer company tickers in parentheses are each listed on the NYSE. |

  76. 2024 Compensation Peer Group(1)(2)(3)

    (3) Peer group reflected as approved in July 2023.

  77. 2024 Compensation Peer Group(1)(2)(3)

    | 52 | Newmont Corporation |

  78. 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 protocols } 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 } Evaluate individual performance against goals } 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, culture, and progress toward inclusion objectives } Review, assess, and develop the leadership pipeline } Ensure strong governance over executive compensation programs } Assess Company and Executive Officer performance against annual goals |

  79. Pay Philosophy

    | Peter Toth | | | | Chief Sustainability and Development Officer As CSDO, Mr. Toth serves as a member of Newmont’s executive leadership team contributing to the Company’s strategic direction. Mr. Toth is responsible for overseeing the development of Newmont’s mid- and long-term strategy, as well as leading the corporate development, commercial, and external relations functions. In 2024, Mr. Toth assumed responsibility for the sustainability function. | | | Profile: Mr. Toth joined Newmont in July 2022 as the Chief Strategy Officer and expanded his responsibilities to include additional functional areas in 2023 and 2024. Prior to joining Newmont, he served as Group Executive, Strategy and Development at Rio Tinto, where he led the corporate strategy function with responsibility for business development, mergers and acquisitions, strategic partnerships, climate and sustainability strategy, closure, and exploration. Mr. Toth brings over 25 years of leadership experience in the resources industry, having worked across various commodities. He has held senior strategic, commercial, and operational roles in Europe, Singapore, Australia, and the United Kingdom with Rio Tinto, BHP, and OM Holdings. Mr. Toth holds a Bachelor of Business from Monash University, a Graduate Certificate in Management from Deakin University, and a Master of International Business from the University of Melbourne. Additionally, he has completed executive development programs at INSEAD, Stanford, and Oxford University. | | Rob Atkinson | | | | Former Co-Chief Operating Officer (January 1 to May 3) As Co-COO and member of Newmont's executive leadership committee until May 3, 2024, Mr. Atkinson led the Company's operations in Africa, Peru, and Latin America/Caribbean, along with global projects. He supported the planned transition of global operations leadership to Ms. Viljoen through May 2024. Following the completion of this planful transition, Mr. Atkinson was entitled to receive severance benefits in accordance with the Company’s Executive Severance Plan as reported in the “All Other Compensation Table”. |

  80. Executive Compensation and Benefits Components

    | | DELIVERY MEDIUM | OBJECTIVE | KEY CHARACTERISTICS | | Base Salary | Cash | Attract and retain executives with a market-competitive fixed rate of pay | } Reviewed annually in comparison to market } Adjusted when appropriate, recognizing level of responsibility and performance within the Company | | Annual Incentive Program | Cash short- term incentive program | Reward employees on a short-term (annual) basis for achieving critical strategic Company goals | } Closely aligned to broad-based plan inclusive of management and staff employees } Employs a balanced portfolio of financial and sustainability metrics } NEO performance is based 100% on Company 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 based 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 while incentivizing absolute Company performance and share price appreciation by promoting stock ownership | } Directly aligns incentive with shareholder interests } Vests one-third per year over a three-year period from the date of grant | | 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 |

  81. NEO Total Target Direct Compensation (TTDC)

    | | BASE SALARY(1) | BONUS TARGET | LTI TARGET | TTDC | % INCREASE | | NAME | ($) | (%) | ($) | ($) | FROM 2023 | | TOM PALMER | $1,435,000 | 150% | $9,500,000 | $13,087,500 | 5% | | KARYN OVELMEN | $780,000 | 100% | $2,700,000 | $4,260,000 | 7% | | NATASCHA VILJOEN | $850,000 | 110% | $3,215,000 | $5,000,000 | 0% | | PETER WEXLER(2) | $650,000 | 85% | $1,600,000 | $2,802,500 | —% | | PETER TOTH | $710,000 | 100% | $2,050,000 | $3,470,000 | 5% | | ROBERT ATKINSON(3) | $832,000 | 110% | $3,000,000 | $4,747,200 | 0% | | (1) Year-end base salary, unless otherwise footnoted. | | | | | | | (2) Mr. Wexler's start date was March 11, 2024. | | | | | | | (3) Mr. Atkinson's exit date was May 3, 2024. | | | | | |

  82. 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 |

  83. Annual Incentive Program

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

  84. Annual Incentive Program

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

  85. 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 |

  86. Annual Incentive Program

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

  87. Annual Incentive Program

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

  88. Annual Incentive Program

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

  89. Annual Incentive Program

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

  90. Target, Threshold, and Maximum Company Performance Levels

    | determining financial performance metrics, the Committee takes into account the annual operating plan and evaluates the achievability of these budget targets, factoring in macroeconomic risks and specific actions to meet these goals. As external conditions, such as foreign exchange rates and commodity price volatility, can significantly impact the business, the Committee partially adjusts targets to remove the performance effects of these variables. This ensures a more accurate reflection of the Company’s underlying performance. |

  91. 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%. This structure ensures that executive compensation remains closely aligned with the Company’s performance, rewarding executives for achieving challenging goals. |

  92. 2024 Annual Incentive Program Design and Metrics

    2024 Annual Incentive Program Design and Metrics The program for 2024 includes the following 6 metrics.

  93. 2024 Annual Incentive Program Design and Metrics

    | Financial | | Efficiency/ Production Costs | } Corporate Plan Bonus (CPB) Adjusted Cash Sustaining Costs / Gold Equivalent Ounce (CSC/GEO) | 30% | | | | Value Creation | } Corporate Plan Bonus (CPB) Attributable Adjusted Free Cash Flow (FCF; 30%) } Newcrest Integration Synergies (10%) | 40% |

  94. 2024 Annual Incentive Program Design and Metrics

    | Sustainability | | Safety | } Fatality Risk Management (20%) Modifier: Repeat Significant Potential Events | 20% | | | | Social & Environment | } Operating Sites Water Consumption Efficiency (5%) } Local / Indigenous Persons Employment (5%) | 10% |

  95. 2024 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:

  96. 2024 Annual Incentive Program Design and Metrics

    | } | Operating Efficiency: as measured by Corporate Plan Bonus (CPB) Adjusted Cash Sustaining Costs / Gold Equivalent Ounce (CSC/GEO) to assess the operational efficiency and cost structure of precious metal production; this represents the total adjusted cash costs incurred by the company to sustain ongoing operations divided by the total number of gold equivalent ounces produced |

  97. 2024 Annual Incentive Program Design and Metrics

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

  98. 2024 Annual Incentive Program Design and Metrics

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

  99. 2024 Annual Incentive Program Design and Metrics

    | 2025 Proxy Statement | 63 |

  100. 2024 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:

  101. 2024 Annual Incentive Program Design and Metrics

    | } | Safety: |

  102. 2024 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; the metric includes a Repeat Significant Potential Events modifier that reduces the FRM metric payout if events with the potential to result in fatalities reoccur |

  103. 2024 Annual Incentive Program Design and Metrics

    | } | Social and Environment: |

  104. 2024 Annual Incentive Program Design and Metrics

    | } | Operating Sites Water Consumption Efficiency: increase in water efficiency set through reduction of water consumption for each operating site; targets are set in alignment with Newmont’s external reduction goals as disclosed in the 2018 Newmont Annual Sustainability Report |

  105. 2024 Annual Incentive Program Design and Metrics

    | } | Local / Indigenous People Employment: individual representation goals set across operational sites to achieve parity for local / Indigenous persons; targets for annual bonus were set in alignment with negotiated agreements with each respective local / Indigenous community in which we operate |

  106. 2024 Annual Incentive Program Design and Metrics

    | 64 | Newmont Corporation |

  107. 2024 Annual Incentive Program Results

    2024 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. For 2024, Company management proposed, and the LDCC approved, applying negative discretion due to employee fatalities during the year and overall financial performance, including costs exceeding the plan and stock price performance.

  108. 2024 Annual Incentive Program Results

    | } | The unadjusted payout for the 2024 Annual Incentive Program was 119.9% |

  109. 2024 Annual Incentive Program Results

    | } | The adjusted payout was reduced to 79.9%, reflecting a 40-percentage-point reduction |

  110. 2024 Annual Incentive Program Results

    A detailed breakdown of performance metrics follows below.

  111. 2024 Annual Incentive Program Results

    | | METRICS | WEIGHT ING | THRESHOLD | TARGET | MAXIMUM | 2024 RESULT | % ACHIEVEMENT | WEIGHTED PAYOUT | | FINANCIAL | Cash- Sustaining Costs(1) per Gold Equivalent Ounce(2) (CSC/GEO) | 30% | } $1,497 | } $1,361 | } $1,293 | } Below incentive plan target due to lower production, higher operating costs, and general and administrative costs | 47.2% | 14.2% | | | Attributable Adjusted Free Cash Flow $M(1) | 30% | } $350 | } $538 | } $828 | } Above incentive plan target performance | 161.3% | 48.4% | | | Newcrest Integration Synergy $M | 10% | } $250 | } $300 | } $400 | } Above target due to achieved general and administrative cost and Full Potential and Supply Chain synergies | 200.0% | 20.0% | | Sustainability | Fatality Risk Management (FRM) with Repeat Significant Potential Events modifier | 20% | } Enrolled Managers / Superintendents: 3 CCVs & 3 coaching CCVs / month } Technical Specialists: 1 CCV / month } Supervisors & General Foreperson: 8 CCVs / month | } Enrolled Managers / Superintendents: 4 CCVs & 4 coaching CCVs / month } Technical Specialists: 2 CCVs / month } Supervisors & General Foreperson: 10 CCVs / month | } Enrolled Managers / Supervisors: target plus non-compliance detail captured (33%), action completion (33%), & coaching coverage (33%) } Supervisors and General Foreperson: target plus non-compliance details captured | } Over 990,000 CCVs conducted during 2024 | 128.0% | 25.6% | | | Operating Sites Water Consumption Efficiency | 5% | } Below 110% of 2023 water intensity | } Below 2023 value | } Below 2018 to 2023 average | } Targets met or exceeded at 11 of 16 sites | 125.9% | 6.3% | | | Local / Indigenous Persons Employment | 5% | } 70% of public goal | } 100% of public goal | } 130% of public goal | } Targets nearly met, met, or exceeded at 11 of 16 sites | 107.1% | 5.4% | | TOTAL UNADJUSTED PEFORMANCE | | | | | | | | 119.9% | | OVERALL ADJUSTED PERFORMANCE | | | | | | | | 79.9% |

  112. 2024 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 “Company Performance Bonus Measures.” The term “CPB Adjusted” measures as used in this Compensation Discussion & Analysis refers to such Corporate Performance Bonus Measures. |

  113. 2024 Annual Incentive Program Results

    | (2) Gold equivalent ounces (GEOs). Calculated as pounds or ounces produced multiplied by the ratio of the other metal’s price to the gold price, using Gold ($1,400/oz.), Copper ($3.50/lb.), Silver ($20/oz.), Lead ($1.00/lb.), and Zinc ($1.20/lb.) pricing. |

  114. 2024 Annual Incentive Program Results

    Financial Metrics Summary. The Company's performance in Cash Sustaining Costs per Gold Equivalent Ounce was below incentive plan target due to lower production volumes and increased costs across operations as well as general and administrative costs. The Gold Equivalent Ounce component of the incentive plan target was set higher than external targets, requiring higher performance. Free Cash Flow performance surpassed incentive plan target levels, while the Newcrest Integration Synergy

  115. 2024 Annual Incentive Program Results

    | 2025 Proxy Statement | 65 |

  116. 2024 Annual Incentive Program Results

    significantly exceeded maximum targets, primarily due to stronger-than-anticipated results from our Full Potential optimization program and enhanced supply chain efficiencies. Sustainability Metrics Summary. Newmont exceeded its target for fatality risk management, as managers, supervisors, and technical specialists across all sites performed above-target monthly critical control verifications. However, the safety metric payout was reduced by 5.6-percentage-points due to the Repeat Significant Potential Events modifier. The two additional sustainability metrics showed strong results. Water consumption efficiency was above target performance, with 11 of 16 sites meeting or exceeding their goals. The Local/Indigenous Persons Employment initiative also demonstrated above-target performance, with 11 sites nearly meeting, meeting or exceeding expectations.

  117. 2024 Annual Incentive Program Results

    | NEO Annual Incentives | | | | | | | The table below shows the annual incentive targets, performance, and payouts for the NEOs. | | | | | | | NEO | TARGET OPPORTUNITY | | CORPORATE PERFORMANCE | | | | | % OF | | | ACHIEVEMENT | TOTAL | | | BASE PAY | VALUE | VALUE AT 100% | PERCENTAGE | PAYOUT | | | (%) | ($) | ($) | (%) | ($) | | TOM PALMER | 150% | $2,152,500 | $2,152,500 | 79.9% | $1,719,848 | | KARYN OVELMEN | 100% | $780,000 | $780,000 | 79.9% | $623,220 | | NATASCHA VILJOEN | 110% | $935,000 | $935,000 | 79.9% | $747,065 | | PETER WEXLER(1) | 85% | $446,831 | $446,831 | 79.9% | $357,018 | | PETER TOTH | 100% | $710,000 | $710,000 | 79.9% | $567,290 | | ROBERT ATKINSON(2) | 110% | $310,068 | $310,068 | 79.9% | $247,744 | | (1) Mr. Wexler's targets were prorated based on hire date of March 11, 2024; prorated 296 days at 85% STIP target. | | | | | | | (2) Mr. Atkinson's targets were prorated based on exit date of May 3, 2024; prorated 124 days at 110% STIP target. | | | | | |

  118. 2024 Annual Incentive Program Results

    | 66 | Newmont Corporation |

  119. 2025 Annual Incentive Program Design and Metrics(1)

    2025 Annual Incentive Program Design and Metrics(1) For the 2025 Annual Incentive Program, the Company has maintained a 70% weighting of financial metrics and a 30% weighting for sustainability metrics emphasizing its commitment to safety, environment, and culture performance. The weighting previously aligned to the temporary Newcrest Synergies metric was equally reallocated to CSC/GEO and FCF. The Local / Indigenous Persons Employment metric was replaced with a metric focused on advancing Newmont’s culture. This metric underscores our commitment to fostering a respectful and inclusive workplace and reflects our active efforts to evolve our culture, integrating key drivers—employee sentiment, Respect at Work, local employment, and collaboration—to provide a holistic view. The 2025 plan remains based on 100% Company performance for each NEO.

  120. 2025 Annual Incentive Program Design and Metrics(1)

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

  121. 2025 Annual Incentive Program Design and Metrics(1)

    | (1) Reflects the proposed 2025 annual incentive program design, which remains subject to final review and approval by the LDCC. |

  122. 2025 Annual Incentive Program Design and Metrics(1)

    | 2025 Proxy Statement | 67 |

  123. Long-Term Incentive Program

    Long-Term Incentive Program

  124. Long-Term Incentive Program

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

  125. Long-Term Incentive Program

    | } | Performance Stock Units (PSUs) based on relative TSR performance among industry peers, Return on Capital Employed (ROCE), and two sustainability metrics |

  126. Long-Term Incentive Program

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

  127. 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 |

  128. Long-Term Incentive Program

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

  129. Long-Term Incentive Program

    The long-term incentive program is an equity-based plan designed to reward Executive Officers for performance against stock price appreciation relative to Company out-performance in comparison to peers over the long-term, return on capital, and sustainability goals. These equity plans represent a significant portion of the executives’ pay mix and are used to create a strong link between individual and Company performance and payouts.

  130. Equity Vehicles and Mix of PSUs and RSUs

    Equity Vehicles and Mix of PSUs and RSUs In 2024, the Committee made long-term incentive grants to the Executive Officers in the form of PSUs (67%) and RSUs (33%).

  131. Equity Vehicles and Mix of PSUs and RSUs

    | EQUITY VEHICLE | 2024 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 | } TSR ties Executive Officer compensation to the stockholder experience } 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, with performance aligned with Absolute Total Shareholder Return } Promotes retention, including during periods of stock price or market underperformance |

  132. Equity Vehicles and Mix of PSUs and RSUs

    | 68 | Newmont Corporation |

  133. 2024 Performance Share Unit Program Design

    2024 Performance Share Unit Program Design The PSUs awarded to the NEOs in 2024 represent the opportunity to acquire shares contingent upon performance against Newmont’s three-year TSR rank compared to companies within the TSR Peer group, a new financial metric, ROCE, and two sustainability metrics. 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.

  134. 2024 Performance Share Unit Program Design

    | | METRIC | ALIGNMENT | WEIGHTING | THRESHOLD | TARGET | MAXIMUM | | TSR | Relative Total Shareholder Return | Comparing Newmont’s performance against the TSR Peer Group, comprised of companies within the same industry, rewards NEOs for driving performance greater than or equal to peers, incentivizing performance in alignment with the shareholder experience | 60% | 25th percentile | 55th percentile | 80th percentile | | Finance | 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 | 20% | 6.0% | 7.0% | 8.0% | | Sustainability | Executive Female Representation (1) | Reflects our aspiration of fostering an inclusive workplace where all belong | 10% | 38% | 41% | 43% | | | Achievement of Scope 1 & 2 Carbon Emission Reduction Project Milestones(2) | 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% | } Advance Cadia Power Purchase Agreement through Feasibility } Advance Boddington study and Power Purchase Agreement through Feasibility | } Threshold AND } Advance one other project through Prefeasibility | } Target AND } Advance one or more projects into Execution |

  135. 2024 Performance Share Unit Program Design

    (1) The executive female representation metric is an aspirational goal that we are striving to achieve by end of 2026, 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. (2) 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 objective to be carbon neutral by 2050. The projects included in our 2024 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 2024 PSU program, with a weighting of 60%. Relative TSR helps to mitigate the impact of macroeconomic factors, both positive and negative, that

  136. 2024 Performance Share Unit Program Design

    | 2025 Proxy Statement | 69 |

  137. 2024 Performance Share Unit Program Design

    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 2024, 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 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 2024 PSU program introduces 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. By incorporating ROCE into the PSU program, we reward executives for optimizing capital efficiency and ensuring that investments contribute meaningfully to the Company’s overall financial health and long-term success. Sustainability Metrics. For the 2024 PSU program, we maintained our focus on sustainability with key metrics including executive female representation (weighting of 10%) and carbon reduction key project milestones (weighting of 10%). The executive female representation metric reflects our aspiration of fostering an inclusive workplace where all belong. The sustainability metrics align 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, our Paradigm for Parity® aspirational goal, and the 2030 UN Sustainable Development Goals. Through these metrics, we continue to reward executives for driving measurable progress in our sustainability efforts, advancing both environmental and social performance.

  138. 2024 Performance Share Unit Program Design

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  139. 2024 Relative TSR Peer Group

    2024 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 Vectors Gold Miners (GDX) exchange-traded fund and expanded to also include the S&P 500 Index as an additional constituent in 2024. This transition allowed for a more reliable and broader comparison, which includes:

  140. 2024 Relative TSR Peer Group

    | Agnico Eagle Mines Ltd (AEM US) | Evolution Mining Ltd (EVN AU) | Perseus Mining Ltd (PRU AU) | | Alamos Gold Inc (AGI US) | First Majestic Silver Corp (AG US) | Ramelius Resources Ltd (RMS AU) | | Anglogold Ashanti Plc (AU US) | Fortuna Silver Mines Inc (FSM US) | Regis Resources Ltd (RRL AU) | | Aris Mining Corp (ARMN US) | Franco-Nevada Corp (FNV US) | Resolute Mining Ltd (RSG AU) | | Aya Gold & Silver Inc (AYA CN) | Genesis Minerals Ltd (GMD AU) | Royal Gold Inc (RGLD US) | | B2gold Corp (BTG US) | Gold Fields Ltd (GFI US) | Sandstorm Gold Ltd (SAND US) | | Barrick Gold Corp (GOLD US) | Gold Road Resources Ltd (GOR AU) | Silvercorp Metals Inc (SVM US) | | Bellevue Gold Ltd (BGL AU) | Harmony Gold Mining Co Ltd (HMY US) | Silvercrest Metals Inc (SILV US) | | Calibre Mining Corp (CXB CN) | Hecla Mining Co (HL US) | SSR Mining Inc (SSRM US) | | Capricorn Metals Ltd (CMM AU) | Iamgold Corp (IAG US) | Torex Gold Resources Inc (TXG CN) | | Centerra Gold Inc (CG CN) | K92 Mining Inc (KNT CN) | Vault Minerals Ltd (VAU AU) | | Cia De Minas Buenaventura Saa (BVN US) | Kinross Gold Corp (KGC US) | Wesdome Gold Mines Ltd/Canada (WDO CN) | | Coeur Mining Inc (CDE US) | Mag Silver Corp (MAG US) | West African Resources Ltd (WAF AU) | | Drdgold Ltd (DRD US) | New Gold Inc (NGD US) | Westgold Resources Ltd (WGX AU) | | Dundee Precious Metals Inc (DPM CN) | Newmont Corp (NEM US) | Wheaton Precious Metals Corp (WPM US) | | Eldorado Gold Corp (EGO US) | Northern Star Resources Ltd (NST AU) | Zhaojin Mining Industry Co Ltd (1818 HK) | | Emerald Resources Nl (EMR AU) | Oceanagold Corp (OGC CN) | Zijin Mining Group Co Ltd (2899 HK) | | Endeavour Mining Plc (EDV CN) | Osisko Gold Royalties Ltd (OR US) | S&P 500 Index | | Endeavour Silver Corp (EXK US) | Pan African Resources Plc (PAN SJ) | | | Equinox Gold Corp (EQX US) | Pan American Silver Corp (PAAS US) | |

  141. 2024 Relative TSR Peer Group

    | (1) Companies listed in the index as of February 3, 2025. Newmont is excluded from GDX peer group performance for purposes of calculating relative TSR performance. |

  142. 2024 Restricted Stock Unit Program Design

    2024 Restricted Stock Unit Program Design RSUs were granted to executives in 2024, which will become common stock at vesting on a one-to-one basis. The awards vest pro-rata one-third per year over a three-year period from the date of grant, with dividend equivalents paid upon vesting.

  143. 2024 Restricted Stock Unit Program Design

    | LTI Awards In February 2024, the Committee approved LTI targets for each NEO, as shown in the Summary Compensation Table, maintaining the equity mix used for the 2022 and 2023 LTI program. The Committee considered the following when determining the 2024 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 previous 30-day average closing stock price, excluding the last 5 days of the period 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. |

  144. 2024 Restricted Stock Unit Program Design

    | 2025 Proxy Statement | 71 |

  145. 2024 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 2024 LTI award are shown below.

  146. 2024 Restricted Stock Unit Program Design

    | | TARGET VALUE | PSUs | PSUs | RSUs | RSUs | | NAME(1)(2) | ($) | ($) | (#) | ($) | (#) | | TOM PALMER | $9,500,000 | $6,333,333 | 189,167 | $3,166,667 | 105,520 | | KARYN OVELMEN | $2,700,000 | $1,800,000 | 53,763 | $900,000 | 29,990 | | NATASCHA VILJOEN | $3,215,000 | $2,143,333 | 64,018 | $1,071,667 | 35,710 | | PETER WEXLER(3) | $— | $— | — | $— | 71,358 | | PETER TOTH | $2,050,000 | $1,366,667 | 40,820 | $683,333 | 22,770 | | ROBERT ATKINSON | $3,000,000 | $2,000,000 | 59,737 | $1,000,000 | 33,322 | | (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 2024 restricted stock unit grants. The fair market value on the date of grant, February 26, 2024, was $30.01, and on April 30, 2024 was $40.64. 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 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. The maximum value of the Performance Stock Units is 200% of target. | | | | | | | (2) The annual LTI target value for each NEO is allocated as two-thirds PSUs and one-third RSUs. | | | | | | | (3) 71,358 RSUs, as well as $350,000 in cash with a prorated two-year retention repayment clause, were provided to Mr. Wexler at the time of hire, representing the prorated value of the 2024 annual LTI grant due to starting after the standard grant date and an offset for forfeitures from his prior company. The fair market value on the date of grant, April 30, 2024, was $40.64. Mr. Wexler's grant was issued entirely in RSUs, consistent with the treatment of all LTI grants made outside the annual grant cycle. Future annual grants will be delivered as two-thirds PSUs and one-third RSUs. | | | | | |

  147. 2024 Restricted Stock Unit Program Design

    | 72 | Newmont Corporation |

  148. 2022 PSU Program Result

    2022 PSU Program Result This 2022 PSU program was based on relative TSR performance against the VanEck GDX constituents.

  149. 2022 PSU Program Result

    | } | The Company concluded the three-year performance period at the 12th percentile of the 50 companies included in the GDX peer group |

  150. 2022 PSU Program Result

    | } | Given below threshold performance, the payout for the 2022 PSUs was 0%, with no shares vesting |

  151. 2022 PSU Program Result

    The table below shows the targets, performance, and payouts for the NEOs.

  152. 2022 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 | 93,059 | 0.0% | 0.0 | 0.0% | | KARYN OVELMEN(1) | $— | — | —% | — | —% | | NATASCHA VILJOEN(1) | $— | — | —% | — | —% | | PETER WEXLER(1) | $— | — | —% | — | —% | | PETER TOTH(1) | $— | — | —% | — | —% | | ROBERT ATKINSON(2) | $2,000,000 | — | 0.0% | 0.0 | 0.0% | | (1) Ms. Ovelmen, Ms. Viljoen, Mr. Wexler and Mr. Toth were not eligible at time of grant for the 2022 performance stock units. | | | | | | | (2) Mr. Atkinson's 2022 PSU award received prorated and accelerated treatment with performance based on Q1; Q1 performance had a 0% payout. | | | | | |

  153. 2025 PSU Program Design

    2025 PSU Program Design The Executive Female Representation metric, introduced in the 2023 PSU program, was intended as a temporary measure while the Company worked to incorporate a broader culture metric into the annual bonus program. With the introduction of the culture metric in the 2025 annual bonus program, the Executive Female Representation metric was removed from the PSU program. Its previous weighting was reallocated to ROCE, increasing ROCE's total weighting to 30%. No other changes were made to the 2025 PSU program compared to 2024.

  154. 2025 PSU Program Design

    | TSR | | } Relative Total Shareholder Return | 60% | | Finance | | } Return on Capital Employed | 30% | | Sustainability | | } Scope 1 & 2 Carbon Emission Reduction Project Milestones | 10% |

  155. 2025 PSU Program Design

    | 2025 Proxy Statement | 73 |

  156. Employee Benefits

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

  157. 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 Board of Directors adopted and approved an amended clawback policy, which became effective March 1, 2025, which describes the circumstances in which Newmont will be required to recover, and Executive Officers will be required to repay or return, erroneously awarded compensation to Newmont or any of its subsidiaries reported on a consolidated basis in accordance with the applicable rules of The New York Stock Exchange Listed Company Manual, Section 10 D and Rule 10D-1 of the Exchange Act (the “Clawback Policy”). The policy requires a clawback of compensation received during the three fiscal years immediately preceding the date Newmont is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. An accounting restatement under the policy is defined as “an accounting restatement that is due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.” In response to feedback provided during 2024 shareholder outreach, effective March 1, 2025, the policy was expanded to cover instances of willful failure to perform duties, follow policies or the Company’s code of conduct, engaging in illegal conduct or gross negligence, or willful misconduct which is potentially injurious to the Company, including reputational harm, dishonest or fraudulent activity, or breach of contract, agreement, or representation with the Company. These triggers do not require that the employee be terminated for misconduct in order to be evoked. The policy mandates the recovery of incentive-based compensation (as defined in the New York Stock Exchange Listed Company Manual), awarded based on financial measures, including TSR and stock price. Effective March 1, 2025, the Clawback Policy was expanded to allow for recovery of 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.

  158. 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.

  159. Summary Compensation Table

    Summary Compensation Table

  160. 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 | 2024 | $1,490,192 | $— | $9,286,203 | $— | $1,719,848 | $390,217 | $78,666 | $12,965,126 | | PRESIDENT & CHIEF EXECUTIVE OFFICER | 2023 | $1,435,000 | $— | $8,896,322 | $— | $710,325 | $652,107 | $53,350 | $11,747,104 | | | 2022 | $1,406,071 | $— | $10,132,164 | $— | $2,003,181 | $66,594 | $46,529 | $13,654,538 | | KARYN OVELMEN | 2024 | $803,324 | $— | $2,639,230 | $— | $623,220 | $218,443 | $37,692 | $4,321,909 | | CHIEF FINANCIAL OFFICER | 2023 | $401,786 | $150,000 | $1,299,969 | $— | $145,788 | $124,747 | $73,102 | $2,195,392 | | | 2022 | Ms. Ovelmen Joined Newmont in 2023 | | | | | | | | | NATASCHA VILJOEN | 2024 | $882,692 | | $3,142,636 | $— | $747,065 | $190,781 | $148,077 | $5,111,252 | | CHIEF OPERATING OFFICER | 2023 | $163,462 | $500,000 | $5,810,999 | $— | $76,926 | $33,073 | $61,052 | $6,645,512 | | | 2022 | Ms. Viljoen Joined Newmont in 2023 | | | | | | | | | PETER WEXLER | 2024 | $512,500 | $350,000 | $2,899,989 | $— | $357,018 | $118,610 | $344,928 | $4,583,045 | | CHIEF LEGAL OFFICER | 2023 | Mr. Wexler Joined Newmont in 2024 | | | | | | | | | | 2022 | | | | | | | | | | PETER TOTH | 2024 | $729,742 | $— | $2,003,855 | $— | $567,290 | $111,642 | $127,588 | $3,540,117 | | CHIEF DEVELOPMENT OFFICER | 2023 | $670,357 | $— | $1,949,157 | $— | $223,080 | $161,735 | $88,889 | $3,093,219 | | | 2022 | $292,857 | $1,000,000 | $3,999,997 | $— | $289,694 | $59,402 | $99,115 | $5,741,065 | | ROBERT ATKINSON | 2024 | $329,143 | $— | $2,932,480 | $— | $247,744 | $(33,263) | $1,283,516 | $4,759,620 | | CHIEF OPERATING OFFICER | 2023 | $832,000 | $— | $2,998,706 | $— | $302,016 | $270,634 | $41,266 | $4,444,622 | | | 2022 | $825,143 | $— | $3,415,287 | $— | $851,713 | $72,545 | $77,250 | $5,241,937 | | (1) Represents salary paid during program year. | | | | | | | | | | | (2) No discretionary supplemental bonuses were paid for 2024 with the exception of Mr. Wexler whose sign-on bonus of $350,000 was paid representing the compensation forfeited from a prior employer as a result of joining Newmont. Mr. Wexler's bonus contains a repayment provision should he voluntarily terminate employment with Newmont within two years of his employment date. No additional compensation was provided to Mr. Wexler beyond the value that was forfeited. | | | | | | | | | | | (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 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. For the 2022 restricted stock unit grants, the fair market value on the date of grant, February 28, 2022, was $66.20. Mr. Wexler's 2024 sign-on stock awards include 71,358 RSU shares provided at time of hire, representing the 2024 annual LTI grant due to starting after the standard grant date and to offset outstanding incentives that were forfeited when resigning, with a fair market value on the date of grant, April 30, 2024, of $40.64. 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 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 (116.27% of the stock price on the date of grant) for each participating Named Executive Officer. For 2022 (payout 2025) Performance Stock Units of $77.00 per share (116.31% of the stock price on the date of grant) for each participating Named Executive Officer. 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, 2024, the FASB rate for the Salaried and PEQ plans was 5.76%; on December 31, 2023, the FASB rate for the Salaried and PEQ plans was 5.28%; and on December 31, 2022, the FASB rate for the Salaried and PEQ plans was 5.60%. | | | | | | | | | | | (6) Amounts shown are described in the All Other Compensation Table. Refer to the Compensation Discussion and Analysis section of this Proxy Statement for a description of the components of compensation, along with a description of all material terms and conditions of each component. | | | | | | | | | | | Description of Monte Carlo calculation Model: The fair value of performance leverage stock units (“PSUs”) is determined using a Monte Carlo simulation model that uses the assumptions: (i) expected volatility based on historical price volatility of Newmont and the designated peer group; (ii) expected risk-free interest rate based on the U.S. Treasury rates as of the grant date; and (iii) expected term. 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. | | | | | | | | | |

  161. Summary Compensation Table

    | 2025 Proxy Statement | 77 |

  162. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  163. 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 | | | | | | | | | | | | 2024 ANNUAL BONUS | — | $430,500 | 2,152,500 | 4,305,000 | | | | | | | | 2024 PSU | 2/26/2024 | | | | — | 75,668 | 151,336 | $30.01 | | $2,270,797 | | 2024 PSU (MONTE CARLO) | 2/26/2024 | | | | — | 113,499 | 226,998 | $33.91 | | $3,848,751 | | 2024 RSU | 2/26/2024 | | | | | | | | 105,520 | $3,166,655 | | KARYN OVELMEN | | | | | | | | | | | | 2024 ANNUAL BONUS | — | $156,000 | $780,000 | $1,560,000 | | | | | | | | 2024 PSU | 2/26/2024 | | | | — | 21,506 | 43,012 | $30.01 | | $645,395 | | 2024 PSU (MONTE CARLO) | 2/26/2024 | | | | — | 32,257 | 64,514 | $33.91 | | $1,093,835 | | 2024 RSU | 2/26/2024 | | | | | | | | 29,990 | $900,000 | | NATASCHA VILJOEN | | | | | | | | | | | | 2024 ANNUAL BONUS | — | $187,000 | $935,000 | $1,870,000 | | | | | | | | 2024 PSU | 2/26/2024 | | | | — | 25,608 | 51,216 | $30.01 | | $768,496 | | 2024 PSU (MONTE CARLO) | 2/26/2024 | | | | — | 38,410 | 76,820 | $33.91 | | $1,302,483 | | 2024 RSU | 2/26/2024 | | | | | | | | 35,710 | $1,071,657 | | PETER WEXLER | | | | | | | | | | | | 2024 ANNUAL BONUS | — | $89,366 | $446,831 | $893,661 | | | | | | | | 2024 PSU | 2/26/2024 | | | | — | — | — | $— | | $— | | 2024 PSU (MONTE CARLO) | 2/26/2024 | | | | — | — | — | $— | | $— | | 2024 RSU OFF-CYCLE GRANT(4) | 4/30/2024 | | | | | | | 40.64 | 71,358 | $2,899,989 | | PETER TOTH | | | | | | | | | | | | 2024 ANNUAL BONUS | — | $142,000 | $710,000 | $1,420,000 | | | | | | | | 2024 PSU | 2/26/2024 | | | | — | 16,328 | 32,656 | $30.01 | | $490,003 | | 2024 PSU (MONTE CARLO) | 2/26/2024 | | | | — | 24,492 | 48,984 | $33.91 | | $830,524 | | 2024 RSU | 2/26/2024 | | | | | | | | 22,770 | $683,328 | | ROBERT ATKINSON | | | | | | | | | | | | 2024 ANNUAL BONUS | — | $62,014 | $310,068 | $620,136 | | | | | | | | 2024 PSU | 2/26/2024 | | | | — | 23,896 | 47,792 | $30.01 | | $717,119 | | 2024 PSU (MONTE CARLO) | 2/26/2024 | | | | — | 35,841 | 71,682 | $33.91 | | $1,215,368 | | 2024 RSU | 2/26/2024 | | | | | | | | 33,322 | $999,993 | | (1) Amounts shown represent threshold, target and maximum amounts for 2024 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 March 2024. Payments of Corporate Performance for 2024 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 2024, which will pay out in 2027. 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 26, 2024, was $30.01, and on April 30, 2024, was $40.64, 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 $33.91 for the 2024 (payout 2027) for the portion of the Performance Leveraged Stock Unit grant that is tied to the market factors and the fair value of $30.01 for the 2024 (payout 2027) 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 sign-on grant of 71,358 shares, as well as $350,000 in cash with a two-year retention repayment clause, representing the prorated value of the 2024 annual LTI grant due to starting after the standard grant date and forfeitures from prior company. The fair market value on the date of grant, April 30, 2024, was $40.64. | | | | | | | | | | |

  164. Grants of Plan-Based Awards Table

    | 2025 Proxy Statement | 79 |

  165. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table

  166. Outstanding Equity Awards at Fiscal Year-End Table

    | NAME | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | | | | | | | | | EQUITY | | | | | | | | | | | INCENTIVE | | | | | | | | | | EQUITY | PLAN | | | | | | | | | | INCENTIVE | AWARDS: | | | | | | | | | | PLAN | MARKET OF | | | | | | | | | | AWARDS: | PAYOUT | | | | | | | | | | NUMBER OF | VALUE OF | | | | | | | | | MARKET | UNEARNED | UNEARNED | | | NUMBER OF | NUMBER OF | | | | NUMBER | VALUE | SHARES, | SHARES, | | | SECURITIES | SECURITIES | | | | OF SHARES | OF SHARES | UNITS | UNITS | | | UNDERLYING | UNDERLYING | | | | OR UNITS OF | OR UNITS OF | OR OTHER | OR OTHER | | | UNEXERCISED | UNEXERCISED | | | | STOCK THAT | STOCK THAT | RIGHTS THAT | RIGHTS THAT | | | OPTIONS(1) | OPTIONS | OPTION | OPTION | OPTION | HAVE NOT | HAVE NOT | HAVE NOT | HAVE NOT | | | (#) | (#) | EXERCISE | GRANT | EXPIRATION | VESTED | VESTED | VESTED | VESTED | | | EXERCISABLE | UNEXERCISABLE | PRICE | DATE | DATE | (#) | ($)(2) | (#)(3) | ($)(2) | | TOM PALMER | — | — | — | — | — | 14,938(4) | $555,992 | | | | — | — | — | — | — | — | 45,634(5) | $1,698,497 | | | | — | — | — | — | — | — | 104,747(6) | $3,898,683 | | | | 2022 PSU | — | — | — | — | — | | | 93,059 | $3,463,656 | | 2023 PSU | — | — | — | — | — | | | 121,063 | $4,505,965 | | 2024 PSU | — | — | — | — | — | | | 189,167 | $7,040,796 | | KARYN OVELMEN | — | — | — | — | — | — | $— | | | | — | — | — | — | — | — | 20,048(9) | $746,187 | | | | — | — | — | — | — | — | 29,990(6) | $1,116,228 | | | | 2022 PSU | — | — | — | — | — | | | — | $— | | 2023 PSU | — | — | — | — | — | | | — | $— | | 2024 PSU | — | — | — | — | — | | | 53,763 | $2,001,059 | | NATASCHA VILJOEN | — | — | — | — | — | — | $— | | | | — | — | — | — | — | — | 100,104(8) | $3,725,871 | | | | — | — | — | — | — | — | 35,710(6) | $1,329,126 | | | | 2022 PSU | — | — | — | — | — | | | — | $— | | 2023 PSU | — | — | — | — | — | | | — | $— | | 2024 PSU | — | — | — | — | — | | | 64,018 | $2,382,750 | | PETER WEXLER | — | — | — | — | — | — | $— | | | | — | — | — | — | — | — | — | $— | | | | — | — | — | — | — | — | 71,358(10) | $2,655,945 | | | | 2022 PSU | — | — | — | — | — | | | — | $— | | 2023 PSU | — | — | — | — | — | | | — | $— | | 2024 PSU | — | — | — | — | — | | | — | $— | | PETER TOTH | — | — | — | — | — | 29,234(7) | $1,088,089 | | | | — | — | — | — | — | — | 9,998(5) | $372,126 | | | | — | — | — | — | — | — | 22,770(6) | $847,499 | | | | 2022 PSU | — | — | — | — | — | | | — | $— | | 2023 PSU | — | — | — | — | — | | | 26,525 | $987,261 | | 2024 PSU | — | — | — | — | — | | | 40,820 | $1,519,320 | | ROBERT ATKINSON | — | — | — | — | — | — | $— | | | | — | — | — | — | — | — | — | $— | | | | — | — | — | — | — | — | — | $— | | | | 2022 PSU(11) | — | — | — | — | — | | | — | $— | | 2023 PSU(11) | — | — | — | — | — | | | 16,061 | $597,790 | | 2024 PSU(11) | — | — | — | — | — | | | 3,651 | $135,890 | | (1) The Company does not grant stock options. | | | | | | | | | | | (2) Assumes stock price of $37.22, the closing price on December 31, 2024. | | | | | | | | | | | (3) Target number of Performance Leveraged Stock Units are shown for the 2022 PSU (payout 2025), 2023 PSU (payout 2026), and 2024 (payout 2027), 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. | | | | | | | | | | | (4) Vesting date is February 28, 2025. | | | | | | | | | | | (5) Vesting dates are February 27, 2025 and 2026. | | | | | | | | | | | (6) Vesting dates are February 26, 2025, 2026 and 2027. | | | | | | | | | | | (7) Vesting dates are July 27, 2025. | | | | | | | | | | | (8) Vesting dates are October 30, 2025 and 2026. | | | | | | | | | | | (9) Vesting dates are July 24, 2025 and 2026. | | | | | | | | | | | (10) Vesting dates are April 30, 2025, 2026 and 2027. | | | | | | | | | | | (11) 2022 PSUs vested pro-rata on exit date on May 3, 2024, based on value at end of quarter preceding exit. The 2023 and 2024 PSUs are subject to pro-rata vesting based on the exit date of May 3, 2024, but the value is determined at the end of the respective 3-year performance periods, subject to the performance criteria at the end of each program. | | | | | | | | | |

  167. Outstanding Equity Awards at Fiscal Year-End Table

    | 80 | Newmont Corporation |

  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 | — | — | 104,308 | $3,367,950 | | KARYN OVELMEN | — | — | 10,023 | $471,783 | | NATASCHA VILJOEN | — | — | 50,051 | $2,392,438 | | PETER WEXLER | — | — | — | $— | | PETER TOTH | — | — | 34,232 | $1,516,078 | | ROBERT ATKINSON | — | — | 42,637 | $1,411,857 |

  170. Pension Benefits Table(1)(2)

    Pension Benefits Table(1)(2)

  171. 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 | 8.67 | $305,833 | $— | | | Pension Equalization Plan | 8.67 | $2,953,994 | $— | | KARYN OVELMEN | Pension Plan | 1.67 | $95,280 | $— | | | Pension Equalization Plan | 1.67 | $247,370 | $— | | NATASCHA VILJOEN | Pension Plan | 1.25 | $54,208 | $— | | | Pension Equalization Plan | 1.25 | $169,646 | $— | | PETER WEXLER | Pension Plan | 0.83 | $37,677 | $— | | | Pension Equalization Plan | 0.83 | $80,933 | $— | | PETER TOTH | Pension Plan | 2.50 | $98,461 | $— | | | Pension Equalization Plan | 2.50 | $234,318 | $— | | ROBERT ATKINSON(2) | Pension Plan | 5.00 | $190,108 | $— | | | Pension Equalization Plan | 5.00 | $— | $680,209 | | (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 5.76%. | | | | | | (2) With Mr. Atkinson's exit on May 3, 2024, the Pension Equalization Plan value of $680,209 was paid out 6-months following his exit at the present value upon time of exit. | | | | |

  172. Pension Benefits Table(1)(2)

    | 2025 Proxy Statement | 81 |

  173. 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.

  174. 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 |

  175. Potential Payments on Termination

    Potential Payments on Termination The following tables describe the estimated potential payments upon termination or change of control of the Company for the NEOs. The amounts shown assume that the termination or change of control occurred on December 31, 2024. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company.

  176. Potential Payments on Termination

    | | | | | 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) | $2,235,289 | $2,235,289 | $2,235,289 | $— | $2,235,289 | $2,235,289 | | RESTRICTED STOCK UNIT BONUS | $— | $— | $— | $3,166,640 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $8,814,515 | $8,814,515 | $8,814,515 | $6,195,827 | $8,814,515 | $8,814,515 | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $10,762,500 | | | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $3,340,160 | $2,281,549 | $— | $6,181,944 | $6,153,173 | $6,153,173 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $90,531 | $— | $89,025 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,500,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $10,000 | $— | $— | | TOTAL | $14,389,963 | $16,299,383 | $11,049,803 | $26,405,937 | $18,792,977 | $17,202,977 | | KARYN OVELMEN | | | | | | | | BASE BENEFIT | $— | $1,040,000 | $— | $— | $— | $— | | BONUS (CORPORATE PERFORMANCE) | $— | $803,324 | $803,324 | $— | $803,324 | $803,324 | | RESTRICTED STOCK UNIT BONUS | $— | $— | $— | $899,980 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $— | $667,020 | $667,020 | $1,334,039 | $667,020 | $667,020 | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $3,120,000 | $— | $— | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $— | $483,599 | $— | $1,862,414 | $1,862,414 | $1,862,414 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $55,979 | $— | $63,510 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,500,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $10,000 | $— | $— | | TOTAL | $— | $3,057,422 | $1,470,344 | $7,289,943 | $4,922,758 | $3,332,758 | | NATASCHA VILJOEN | | | | | | | | BASE BENEFIT | $— | $1,133,333 | $— | $— | $— | $— | | BONUS (CORPORATE PERFORMANCE) | $— | $970,962 | $970,962 | $— | $970,962 | $970,962 | | RESTRICTED STOCK UNIT BONUS | $— | $— | $— | $1,071,638 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $— | $794,238 | $794,238 | $1,588,475 | $794,238 | $794,238 | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $3,570,000 | $— | $— | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $— | $709,227 | $— | $5,054,997 | $5,054,997 | $5,054,997 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $66,357 | $— | $75,276 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,500,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $10,000 | $— | $— | | TOTAL | $— | $3,681,617 | $1,765,199 | $11,370,386 | $8,410,196 | $6,820,196 |

  177. Potential Payments on Termination

    | 88 | Newmont Corporation |

  178. Potential Payments on Termination

    | | | | | TERMINATION | | | | | | | | AFTER | | | | | | TERMINATION | CHANGE OF | CHANGE OF | | | | | RETIREMENT | NOT FOR CAUSE | CONTROL | CONTROL | DEATH | DISABILITY | | | ($) | ($) | ($) | ($) | ($) | ($) | | PETER WEXLER(1) | | | | | | | | BASE BENEFIT | $— | $812,500 | $— | $— | $— | $— | | BONUS (CORPORATE PERFORMANCE) | $— | $435,625 | $435,625 | $— | $435,625 | $435,625 | | RESTRICTED STOCK UNIT BONUS | $— | $— | $— | $533,325 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $— | $— | $— | $— | $— | $— | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $2,405,000 | $— | $— | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $— | $599,093 | | $2,655,945 | $2,655,945 | $2,655,945 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $56,381 | $— | $68,659 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,300,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $10,000 | $— | $— | | TOTAL | $— | $1,911,099 | $435,625 | $5,672,929 | $4,481,570 | $3,091,570 | | PETER TOTH | | | | | | | | BASE BENEFIT | $— | $1,005,833 | $— | $— | $— | $— | | BONUS (CORPORATE PERFORMANCE) | $— | $729,742 | $729,742 | $— | $729,742 | $729,742 | | RESTRICTED STOCK UNIT BONUS | $— | $— | $— | $683,322 | $— | $— | | PERFORMANCE LEVERAGED STOCK UNIT BONUS | $— | $1,164,577 | $1,164,577 | $1,341,930 | $1,164,577 | $1,164,577 | | CHANGE OF CONTROL PAYMENT | $— | $— | $— | $2,840,000 | $— | $— | | ACCELERATED VESTING OF RESTRICTED STOCK UNITS | $— | $875,675 | $— | $2,307,714 | $2,307,714 | $2,307,714 | | INCREMENTAL NON-QUALIFIED PENSION | $— | $— | $— | $— | $— | $— | | HEALTH CARE BENEFITS AND LIFE INSURANCE COVERAGE | $— | $51,136 | $— | $54,349 | $— | $— | | LIFE INSURANCE PROCEEDS | $— | $— | $— | $— | $1,420,000 | $— | | DISABILITY COVERAGE | $— | $— | $— | $— | $90,000 | $— | | OUTPLACEMENT SERVICES | $— | $7,500 | $— | $10,000 | $— | $— | | TOTAL | $— | $3,834,463 | $1,894,319 | $7,237,315 | $5,712,033 | $4,202,033 | | (1) Given March 11, 2024 start date, target base pay vs. Summary Compensation Table base pay value used for basis of calculation to provide for a more representative estimate. | | | | | | | | (2) Mr. Atkinson is not included in the table above as he departed the Company on May 3, 2024 (prior to the December 31, 2024 assumption applied for the table). | | | | | | |

  179. Potential Payments on Termination

    | 2025 Proxy Statement | 89 |

  180. 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 2025 Proxy Statement, the Company used a consistently applied compensation measure (“CACM”), defined as base salary excluding overtime and other incentives, which provides a reasonable estimate of compensation received. Salaries were annualized for employees (other than seasonal and temporary employees) starting employment in 2024, but not adjusted for part-time status. Local currency was consistently converted as of November 16, 2024, using the 2024 year-to-date exchange rates. No cost-of-living adjustments were applied. A small group of employees in three geographic locations (less than 0.5% of the total employee population) were excluded for data quality purposes. To arrive at the median employee for Newmont, actual total compensation of all selected employees was calculated in alignment with the method for calculating NEO total compensation. The Company used a statistical sampling methodology to identify all employees whom the Company expected to be paid within a 0.1% range of the median. The Company selected the representative employee from that group for purposes of calculating the ratio of CEO pay to median employee pay. The Company has determined that the 2024 annual total compensation of the median compensated employee was $64,119. For 2024, the total compensation for the Company’s CEO, Mr. Palmer, as reported in the “Summary Compensation Table” was $12,965,126. Mr. Palmer’s total compensation is 202 times (or a ratio of 202 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.

  181. Pay Ratio of CEO to Median Employee

    | 90 | Newmont Corporation |

  182. 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.

  183. Pay Versus Performance Table

    | | | | | | VALUE OF INITIAL FIXED $100 | | | | | | | | | | INVESTMENT BASED ON | | | | | | | | AVERAGE | AVERAGE | | | | | | | | | SUMMARY | COMPENSATION | | | | | | | SUMMARY | | COMPENSATION | ACTUALLY | | PEER/INDEX | | | | | COMPENSATION | COMPENSATION | TABLE TOTAL FOR | PAID TO NON- | TOTAL | TOTAL | COMPANY NET | | | | TABLE TOTAL | ACTUALLY | NON-CEO | PEO | SHAREHOLDER | SHAREHOLDER | INCOME | | | PEFORMANCE YEAR | FOR PEO(1) | PAID TO PEO(1) | PEOS(2) | NEOs(2)(4) | RETURN(3) | RETURN | (LOSS) ($)(5) | FREE CASH FLOW | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $12,965,126 | $3,323,357 | $4,463,189 | $3,119,735 | $91.57 | $157.67 | $3,381,000,000 | $2,916,000,000 | | 2023 | $11,747,104 | $1,125,000 | $3,949,153 | $1,588,050 | $100.82 | $156.39 | $(2,467,000,000) | $88,000,000 | | 2022 | $13,654,538 | $3,407,020 | $3,904,167 | $1,166,702 | $113.19 | $137.66 | $(369,000,000) | $1,067,000,000 | | 2021 | $12,667,106 | $15,415,524 | $3,922,861 | $3,707,302 | $145.20 | $150.22 | $233,000,000 | $2,613,000,000 | | 2020 | $12,202,285 | $14,852,971 | $4,943,217 | $5,525,436 | $138.96 | $138.86 | $2,791,000,000 | $3,588,000,000 |

  184. Pay Versus Performance Table

    (1) In his capacity as Chief Executive Officer, Mr. Palmer is included as our PEO for 2020 to 2024. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. (2) In 2024, the Non-PEO NEOs comprises Ms. Ovelmen, Ms. Viljoen, Mr. Wexler, Mr. Toth and Mr. Atkinson. In 2023, the Non-PEO NEOs comprises Ms. Ovelmen, Ms. Viljoen, Mr. Atkinson, Mr. Toth, Mr. Tabolt, and Mr. Puna. In 2022, the Non-PEOs comprises Mr. Tabolt, Mr. Atkinson, Ms. Lipson, Mr. Toth, and Ms. Buese. In 2021, the Non-PEOs comprises Ms. Buese, Mr. Atkinson, Mr. Gottesfeld, and Ms. Lipson. In 2020, the Non-PEOs comprises Ms. Buese, Mr. Atkinson, Mr. Engel, and Mr. Gottesfeld. See Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table for additional details. (3) Peer Group TSR is market cap weighted, with the following peers (peers published in 2024 Newmont Annual report): Agnico Eagle Mines Ltd (AEM US); Anglogold Ashanti Ltd (AU US); Freeport (FCX US), Gold Fields Ltd (GFI US); Barrick Gold Corp (GOLD US); Harmony Gold Mining Co Ltd (HMY US), and Kinross Gold Corp (KGC US). (4) The 2025 Proxy Statement will differ from the previous year's report as a minor error was identified in the 2023 average compensation paid to NEOs, which has since been corrected for this year. (5) Represents Company Net Income (Loss) as disclosed in respective year's Newmont Annual Report.

  185. Pay Versus Performance Table

    | 2025 Proxy Statement | 91 |

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

    Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

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

    | | PEO | | | | | | | | | | OTHER NEO AVERAGE | | | | | | | | | | | Adjustments(6)(7)(8) | 2024 | | 2023 | | 2022 | | 2021 | | | 2020 | 2024 | | 2023 | | 2022 | | | 2021 | 2020 | | | Summary Compensation Table Total | | 12,965,126 | | 11,747,104 | | 13,654,538 | | 12,667,106 | | 12,202,285 | | 4,463,189 | | 3,949,153 | | 3,904,167 | | 3,922,861 | | 4,943,217 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | $(-) | 9,286,203 | $(-) | 8,896,322 | $(-) | 10,132,164 | $(-) | 8,566,067 | $(-) | 7,659,869 | $(-) | 2,723,638 | $(-) | 2,899,811 | $(-) | 2,665,646 | $(-) | 2,287,820 | $(-) | 2,639,891 | | Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table | $(-) | 0 | $(-) | 0 | $(-) | 0 | $(-) | 0 | $(-) | 0 | $(-) | 0 | $(-) | 0 | $(-) | 0 | $(-) | 0 | $(-) | 0 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | $(+) | 10,801,010 | $(+) | 7,410,447 | $(+) | 6,409,104 | $(+) | 10,094,687 | $(+) | 9,490,638 | $(+) | 4,333,887 | $(+) | 2,021,753 | $(+) | 1,722,529 | $(+) | 2,696,083 | $(+) | 3,270,846 | | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | $(-) | 6,426,122 | $(-) | 6,203,785 | $(-) | 6,161,789 | $(+) | 3,757,541 | $(+) | 2,114,057 | $(-) | 1,701,038 | $(-) | 757,830 | $(-) | 1,381,313 | $(+) | 672,482 | $(+) | 1,179,673 | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | $(-) | 4,153,588 | $(-) | 3,262,797 | $(-) | 1,432,304 | $(-) | 2,698,509 | $(-) | 1,096,571 | $(-) | 1,285,235 | $(-) | 835,620 | $(-) | 629,778 | $(-) | 1,357,393 | $(-) | 863,441 | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | $(-) | 1,185,581 | $(-) | 0 | $(-) | 0 | $(-) | 291,792 | $(-) | 0 | $(-) | 88,368 | $(-) | 0 | $(-) | 0 | $(-) | 116,408 | $(-) | 0 | | Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | $(+) | 568,608 | $(+) | 664,022 | $(+) | 806,513 | $(+) | 769,710 | $(+) | 305,363 | $(+) | 112,675 | $(+) | 93,852 | $(+) | 124,336 | $(+) | 246,121 | $(+) | 163,566 | | Addition of incremental fair value of in respect of any options or SARS modified during the FY | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | $(-) | 390,217 | $(-) | 652,107 | $(-) | 66,594 | $(-) | 606,521 | $(-) | 602,107 | $(-) | 121,243 | $(-) | 140,779 | $(-) | 31,278 | $(-) | 241,739 | $(-) | 741,074 | | Addition for the Service Cost attributable to services rendered during the FY | $(+) | 430,323 | $(+) | 318,437 | $(+) | 329,717 | $(+) | 289,369 | $(+) | 99,175 | $(+) | 129,504 | $(+) | 157,331 | $(+) | 123,685 | $(+) | 173,112 | $(+) | 212,540 | | Addition for the prior Service Cost in respect of a plan amendment or initiation during the FY | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | $(+) | 0 | | Compensation Actually Paid | | 3,323,357 | | 1,125,000 | | 3,407,020 | | 15,415,524 | | 14,852,971 | | 3,119,735 | | 1,588,050 | | 1,166,702 | | 3,707,302 | | 5,525,436 |

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

    | (6) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for restricted stock units represents the sum of changes in fair value during the fiscal year. The fair market values at the end of the fiscal years were December 31, 2024 = $37.22; December 29, 2023 = $41.39; December 30, 2022 = $47.20; December 31,2021 = $62.02; and December 31, 2020 = $59.89. The restricted stock unit awards vest pro-ratably over three years. See the Compensation Discussion and Analysis for a description of this award and the rationale. The fair market values per share for restricted stock units on the following vest dates are as follows: 2/25/2020 = $50.07, 2/26/2020 = $49.17, 2/27/2020 = $48.30, 7/27/2020 = $69.20, 7/28/2020 = $68.23, 2/22/2021 = $57.12, 2/24/2021 = $56.76, 2/25/2021 = $56.63, 2/26/2021 = 55.01, 7/26/2021 = $60.59, 2/22/2022 = $67.67, 2/24/2022 = $67.90, 2/25/2022 = $67.07, 7/26/2022 = $44.59 (2020 Plan) and $45.81 (2013 Plan), 2/22/2023 = $45.17, 2/24/2023 = $43.58, 2/28/2023 = $43.34, 7/26/2023 = $43.61, 7/27/2023 = $43.45, 11/3/2023 = $37.96, 2/22/2024 = $33.43, 2/27/2024 = $30.01, 2/28/2024 = $29.86, 5/24/2024 = $40.58, 7/24/2024 = $47.07, 7/29/2024 = $46.73, 10/30/2024 = $47.80. | | (7) Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for performance stock units represents the sum of changes in fair value during the fiscal year. The performance stock unit awards vest with a three-year cliff. Pursuant to ASC 718, the grant date fair value of Performance Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model which determined a grant date fair value for the 2017 to 2020 program, 2019 fair value = $52.21 and 2/27/2020 vest date fair market value = $48.30; 2018 to 2021 program, 2019 fair value = $40.89, 2020 fair value = $52.33, and 2/26/2021 vest date fair market value = $55.01; for the 2019 to 2022 program 2019 fair value = $47.24, 2020 fair value = $71.44, 2021 fair value = $98.67, and 2/25/2022 vest date fair market value = $67.07; for the 2020 to 2023 program 2020 fair value = $74.67, 2021 fair value = $107.46, 2022 fair value = $89.85, and 2/24/2023 vest date fair market value = $43.58; for the 2021 to 2024 program 2021 fair value = $80.06, 2022 fair value = $57.58, and 2023 fair value = $32.23, and 2/22/2024 vest date fair market value = $33.43; and for the 2022 program 2022 fair value = $46.14, 2023 fair value = $23.21, and 2024 fair value = $0.02; for the 2023 program 2023 fair value = $37.27 and 2024 fair value = $12.05; and for the 2024 program 2024 fair value = $36.00. The Monte Carlo model is further described in the Newmont’s Annual Report on Form 10-K for the year ended December 31, 2024. The maximum value of the Performance Stock Units is 200% of target. See the Compensation Discussion and Analysis for a description of this award and the rationale. | | (8) The total pension benefit adjustments for each applicable year includes the aggregate of two components: (i) the actuarially determined service cost for services rendered during the applicable year (“service cost”), and (ii) the entire cost of benefits granted in a plan amendment during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment (“prior service cost”), which was $0, in each case calculated in accordance with U.S. GAAP using the same methodologies the Company uses for its financial statements. The amount of service cost was $0 for Ms. Ovelmen for 2023, 2022, 2021, and 2020, Ms. Viljoen for 2023, 2022, 2021, and 2020, Mr. Wexler for 2024, 2023, 2022, 2021, and 2020, Mr. Toth for 2023, 2022, 2021, and 2020 and Mr. Atkinson for 2021 and 2020 due to ineligibility to participate in our Pension Plan and Pension Equalization Plan and be included in relevant census data for each respective year, based on the same methodologies that the Company uses to compute service cost for its financial statements under U.S. GAAP. All assumptions are consistent with those used in our preliminary expense letters issued for fiscal years 2020, 2021, and 2022 issued March 16, 2020, March 8, 2021, and February 24, 2022 and April 5, 2022, and January 31, 2023, respectively. |

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

    | 92 | Newmont Corporation |

  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 2024, 89.0% of the total target compensation for the principal Executive Officer (PEO) and 80.7% 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