Bruce R. Brook
NEWMONT Corp /DE/About Bruce R. Brook
Senior Independent Director of Newmont (NEM), age 69, serving on the Board since October 2011; he is Chair of the Audit Committee and a member of the Corporate Governance & Nominating and Executive-Finance Committees, and has served as Senior Independent Director since April 2021 . Former CFO of WMC Resources (2002–2005) with prior senior finance roles at ANZ Banking Group, Pacific Dunlop, CRA and Pasminco; holds BCom and BAcc from the University of the Witwatersrand and is a Fellow of Chartered Accountants ANZ and a member of the Australian Institute of Company Directors . The Board classifies him as independent; he is designated an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WMC Resources Limited | Chief Financial Officer | 2002–2005 | Led finance for diversified miner |
| ANZ Banking Group Limited | Deputy Chief Finance Officer | Not disclosed | Senior finance leadership |
| Pacific Dunlop Limited | Group Chief Accountant | Not disclosed | Group accounting leadership |
| CRA Limited; Pasminco Limited | GM, Group Accounting | Not disclosed | Group accounting leadership |
| CSL Limited | Director; Audit Committee Chair | 2011–2023 | Chaired Audit; governance/risk oversight |
| Boart Longyear Limited | Director; Audit Committee Chair | 2007–2015 | Chaired Audit; governance/risk oversight |
| Programmed Group | Director; Chair | 2010–2017 | Board leadership |
| Energy Developments Limited | Director; Independent Chair | Not disclosed | Board leadership |
| Lihir Gold; Consolidated Minerals; Snowy Hydro | Director | Not disclosed | Mining/industrial governance |
External Roles
| Company | Exchange | Role | Committee Roles |
|---|---|---|---|
| Incitec Pivot Limited | ASX | Non-Executive Director | Audit Committee Chair |
| Djerriwarrh Investments Limited | ASX | Non-Executive Director | Not disclosed |
- Independence/Interlock note: Incitec Pivot (supplier of explosives to Newmont) relationship reviewed under categorical standard (sales < $1m or <2% of supplier revenue); Board determined the relationship immaterial and Mr. Brook remains independent .
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director; all directors except CEO deemed independent |
| Senior Independent Director | Serving since April 2021; supports Chair succession planning, Chair evaluations, and governance liaison duties |
| Committee Memberships | Audit (Chair); Corporate Governance & Nominating; Executive-Finance |
| Audit Committee Financial Expert | Yes (Board-designated) |
| 2024 Committee Meetings | Audit: 6; Corporate Governance & Nominating: 7; Safety & Sustainability: 6 (not a member); Executive-Finance meets as needed |
| Attendance | Board/Committee combined attendance for incumbent nominees: 99% in 2024 |
| Executive Sessions | Independent director executive sessions at each regularly scheduled Board meeting |
| Governance Processes | Annual Board/Committee self-evaluations, including periodic third-party facilitation (last completed for 2023) |
Fixed Compensation (Director)
| Component | Program Terms | 2024 Amount (Brook) |
|---|---|---|
| Annual Cash Retainer | $135,000 for each Director | $135,000 (included in fees earned) |
| Committee Chair Fee | Audit Chair: $30,000; LDCC Chair: $25,000; CGN Chair: $20,000; S&S Chair: $25,000 | $30,000 (Audit Chair) |
| Other Cash/Perqs | Matching Gifts Program (up to $5,000) | $5,000 (company match) |
| Total Fees Earned in Cash | As reported in Director Compensation Table | $165,000 (fees) + $5,000 (other) = $170,000 |
Notes:
- Non-Executive Chair retainer reduced to $175,000 in 2024; broader director program deemed competitive and unchanged for 2025 (context) .
Performance Compensation (Director)
| Equity Vehicle | Structure | 2024 Value/Status |
|---|---|---|
| Annual Stock Award | $180,000 in common stock or Director Stock Units (DSUs) each year; grant-date FMV methodology specified | $180,000 (Brook) |
| DSU Vesting | DSUs are immediately fully vested and non-forfeitable; accrue dividend equivalents; settle in shares upon Board retirement | Applies |
| Outstanding DSUs (12/31/24) | Unvested director stock units disclosure | 29,214 units; market value $1,087,345 at $37.22 |
| Ownership Guidelines | Directors must hold ≥5× annual cash retainer; expected within 5 years | As of 12/31/24, all Directors met or within exceptions |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Boards | Incitec Pivot Limited (Audit Chair); Djerriwarrh Investments Limited |
| Prior Public Boards | CSL Limited (Audit Chair, 2011–2023); Boart Longyear (Audit Chair, 2007–2015); Programmed Group (Chair, 2010–2017); Lihir Gold; Consolidated Minerals; Energy Developments (Independent Chair); Snowy Hydro |
| Potential Interlocks/Conflicts | Incitec Pivot supplies explosives to Newmont; Board determined relationship immaterial under categorical independence standard; Brook remains independent |
| LDCC Interlocks | None reported for LDCC in 2024 (committee composed only of independent directors; no insider participation) |
Expertise & Qualifications
- Financial expertise: former CFO (WMC); extensive audit committee leadership; former member of Australia’s Financial Reporting Council; former ASIC Director Advisory Panel; designated Audit Committee Financial Expert at Newmont .
- Risk, compliance, and cybersecurity oversight: governance tenure >30 years; oversight of cyber frameworks and controls across companies; deep experience with environmental/climate metrics and regulatory matters .
- International mining/industrial experience: prior directorships and executive roles across mining, chemicals, and industrials; current directorship at explosives/chemicals company IPL .
Equity Ownership
| Holder | Common Shares | DSUs/RSUs | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Bruce R. Brook | 18,702 shares | 29,214 DSUs | 47,916 total | No director/officer owns ≥1% of shares; group ownership <1% |
| Unvested Director Stock Units (12/31/24) | — | 29,214; $1,087,345 (@ $37.22) | — | Valuation method per proxy |
Policies and restrictions:
- Anti-hedging and anti-pledging policy applies to directors; no exceptions requested .
- Stock trading standard restricts trading during blackout periods; pre-clearance required for executives and directors .
Compensation Structure Analysis (Director)
- Mix and alignment: 2024 total of $350,000 comprised of $165,000 cash fees + $180,000 equity + $5,000 matching gift, equating to ~51% equity/49% cash, supporting alignment with shareholders through DSUs .
- Program stability: Following engagement, Non-Executive Chair retainer reduced in 2024; broader director program assessed competitive with no 2025 changes recommended .
- Ownership: Directors required to hold ≥5× cash retainer; as of 12/31/24, all directors met or were within permitted exceptions; Brook’s DSUs/common stock suggest compliance .
Related-Party / Conflict Review
- Incitec Pivot Limited supplier relationship (explosives): Under categorical independence standards (don’t consider material if sales < $1m or <2% of supplier’s revenue), Board found relationship immaterial; Brook’s independence maintained .
- Section 16 filings: Company reports no delinquent Section 16(a) reports for directors/officers in 2024 .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay approval: 92.6% “For,” signaling broad investor support for compensation governance and responsiveness to engagement .
- Directors (including independent Chair and committee chairs) participate in stockholder engagement as needed; governance practices include proxy access, majority voting, and stockholder rights to act by written consent/call special meetings .
Governance Assessment
- Strengths:
- Audit Chair and designated Financial Expert with deep global finance/regulatory credentials—supports high-quality financial oversight .
- Senior Independent Director responsibilities and robust Board processes (annual self-evaluations, executive sessions, 99% attendance) enhance board effectiveness and independence .
- Strong ownership alignment via annual DSU awards and 5× retainer ownership guideline; anti-hedging/pledging policy reduces misalignment risk .
- Watch items / potential red flags:
- Supplier interlock (Incitec Pivot) is a standing related-party exposure; while deemed immaterial and compliant with categorical standards, investors should monitor volumes and any changes in commercial scope given Brook’s Audit Chair and Senior Independent Director influence .
- Operational safety remained a focus in 2024 after fatalities; the Board applied negative discretion to AIP payouts, demonstrating accountability, but continued oversight of safety metrics and culture is a priority (S&S Committee-led) .
Overall: Brook’s profile—long-tenured independent director, Senior Independent Director, Audit Committee Chair/financial expert, meaningful equity exposure, and strong governance credentials—supports investor confidence in financial oversight and board independence, with the IPL supplier relationship monitored under established independence safeguards .