NEWMONT (NEM)
Sector: Materials
2026 Annual Meeting Analysis
NEWMONT · Meeting: May 12, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Proposal One — Election of Directors
Director since October 2015; Newmont's 3-year price return of +130.0% outpaces the S&P 500 (^GSPC — S&P 500) by +69.6 percentage points, which is above the 65pp threshold required to trigger a vote against under our policy, so no TSR concern applies; no overboarding, attendance, or qualification issues identified.
Director since October 2011; the same strong TSR outperformance versus the S&P 500 (^GSPC — S&P 500) applies; serves as Senior Independent Director and Audit Committee Chair with deep financial and mining expertise; no overboarding or attendance issues identified.
Director since April 2020; no TSR trigger applies given Newmont's +69.6pp outperformance of the S&P 500 (^GSPC — S&P 500) over three years; qualified CPA with extensive financial and energy-sector experience; no overboarding or attendance issues identified.
Director since June 2024, fewer than 24 months of tenure as of the meeting date, so the TSR trigger does not apply; brings over 46 years of mining operations experience; no overboarding or attendance issues identified.
Director since December 2021; no TSR trigger applies given Newmont's strong outperformance of the S&P 500 (^GSPC — S&P 500); extensive CEO and energy-industry operational experience; no overboarding or attendance issues identified.
Director since November 2023; no TSR trigger applies given Newmont's strong outperformance of the S&P 500 (^GSPC — S&P 500); brings mining engineering and investment banking expertise; no overboarding or attendance issues identified.
Director since April 2021; no TSR trigger applies given Newmont's strong outperformance of the S&P 500 (^GSPC — S&P 500); brings Latin American operational and CEO-level management experience; no overboarding or attendance issues identified.
Director since April 2018; no TSR trigger applies given Newmont's strong outperformance of the S&P 500 (^GSPC — S&P 500); brings deep mining finance expertise as former Finance Director of Anglo American; no overboarding or attendance issues identified.
Director since October 2011; no TSR trigger applies given Newmont's strong outperformance of the S&P 500 (^GSPC — S&P 500); brings distinguished sustainability and governance expertise from Harvard Kennedy School; no overboarding or attendance issues identified.
Director since October 2015; no TSR trigger applies given Newmont's strong outperformance of the S&P 500 (^GSPC — S&P 500); serves as Compensation Committee Chair with extensive executive and operational experience; no overboarding or attendance issues identified.
Director since April 2025, fewer than 24 months of tenure, so the TSR trigger does not apply; brings extensive large-scale project and CEO experience from Fluor Corporation; no overboarding or attendance issues identified.
Director since January 2026 in her role as incoming President and CEO, fewer than 24 months of tenure so the TSR trigger does not apply; brings over 30 years of international mining operations experience including as prior CEO of Anglo American Platinum; no overboarding or attendance issues identified.
All twelve director nominees pass the policy screens: Newmont's 3-year total shareholder return of +130.0% outperforms the S&P 500 (^GSPC — S&P 500) by +69.6 percentage points, which does not meet the 65pp strong-positive threshold required to trigger a vote against under our policy. Five directors with tenure under 24 months are exempt from the TSR trigger entirely. No overboarding, attendance below 75%, non-independence concerns on audit or compensation committees, or familial relationship issues were identified. The board discloses a skills matrix and all audit committee members are designated financial experts.
Say on Pay
✓ FORCEO
TOM PALMER
Total Comp
$15,625,168
Prior Support
N/A
CEO Tom Palmer's total reported compensation of $15,625,168 is within a reasonable range for the CEO of the world's largest gold producer with an $111 billion market cap, a company that generated record free cash flow of $7.3 billion and a 173% TSR in 2025 alone. The pay program is strongly performance-oriented: the proxy discloses that 89% of CEO pay is 'at risk,' driven by annual incentives tied to cost efficiency and free cash flow, and long-term performance stock awards tied 60% to relative total shareholder return versus peers and 30% to return on capital employed — all meaningful, measurable, multi-year metrics. The company has expanded its clawback provisions to cover cash payments and time-based equity awards including for misconduct, which is a positive governance signal. With strong pay-for-performance alignment — realized pay was 35% below target in the 2022–2024 underperformance period and 27% above target in 2025 when shareholders earned 173% TSR — the incentive structure appears to be working as intended.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$11,716,042
Non-Audit Fees
$1,473,967
Non-audit fees (audit-related fees of $1,294,474 plus tax fees of $165,613 plus other fees of $13,880, totaling approximately $1,473,967) represent about 12.6% of core audit fees of $11,716,042, well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $111 billion company. Auditor tenure is not disclosed in the proxy, so per policy the tenure trigger does not fire and a FOR vote stands.
Overall Assessment
Newmont's 2026 annual meeting ballot contains three standard proposals: election of twelve directors, ratification of Ernst & Young as auditor, and an advisory say-on-pay vote. All proposals pass the applicable policy screens — the company's outstanding stock performance (+130% over three years, outpacing the S&P 500 (^GSPC — S&P 500) by nearly 70 percentage points), a well-structured performance-based pay program, and a clean auditor fee profile all support FOR votes across the board.
Compensation Peer Group
25 companies disclosed in 2026 proxy filing