Emma FitzGerald
NEWMONT Corp /DE/About Emma FitzGerald
Emma FitzGerald, 58, is an independent director of Newmont Corporation (NEM) since December 2021, serving on the Safety and Sustainability Committee . She previously served as CEO of Puma Energy International and held senior roles at Severn Trent plc, National Grid plc, and Royal Dutch Shell, bringing over 30 years in energy and water industries . She holds an MBA from Manchester Business School and an MA/Doctor of Philosophy in Surface Chemistry/Physics from Balliol College, Oxford, plus an Advanced Certificate in Executive Coaching .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puma Energy International | Chief Executive Officer and Executive Director | Retired in 2021 | Led global energy operations across Central America, Africa, Asia |
| Severn Trent plc | Executive Director | 2015–2018 | Positioned water/waste networks as sustainability thought leaders |
| National Grid plc | CEO, Gas Distribution | 2013–2015 | Ran gas distribution; reshaped renewables strategy experience |
| Royal Dutch Shell | Various senior Downstream leadership roles | Over 20 years (prior to 2013) | Key role reshaping Shell’s renewables strategy (2007–2010) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seplat Energy plc | Independent Non-Executive Director; Chair, Remuneration Committee; Member, Finance & Audit Committee | 2021–present | Energy transition and sustainability committees at Seplat |
| UPM-Kymmene Oyj | Non-Executive Director; member Remuneration; former Audit Committee | March 2020–April 2024 | Financial oversight and remuneration governance |
| Graphene Manufacturing Group Ltd. | Director | 2022–November 2023 | Materials innovation exposure |
| DCC plc; Cookson Group plc; Alent plc | Independent Non-Executive Director | 2011–2021 | Board governance in industrials/materials |
| Oxford Science Enterprises | Portfolio Advisor | Current | Advises deep-tech portfolio |
| Creative Destruction Lab | Mentor, Climate stream | Current | Supports climate innovation acceleration |
| Singapore Prime Minister’s Office | International Leadership Advisory Board | Prior | Global leadership advisory |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director; Board determined all directors other than the CEO are independent |
| Committee assignments | Safety and Sustainability Committee member (not Chair) |
| Committee meetings | Safety & Sustainability Committee met 6 times in 2024 |
| Board meetings | Board held 12 meetings; Board committees held 25 meetings in 2024 |
| Attendance | Overall attendance for incumbent director nominees was 99% (Board + Committee) |
| Executive sessions | Independent directors held executive sessions at each regular Board meeting without management |
- The Safety & Sustainability Committee provides oversight of health, safety, security, sustainability, environmental management, water, climate, and stakeholder relations .
- Corporate governance practices include an Independent Chair, majority voting, proxy access, and active shareholder outreach .
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Annual cash retainer (Director) | $135,000 |
| Committee chair fee | $0 (not a chair) |
| Committee membership fees | Not disclosed (program uses retainers; no meeting fees) |
| Stock award (annual) | $180,000 grant date fair value (DSUs/common stock under 2020 Plan) |
| Total FY 2024 Director compensation (Emma) | $315,000 (Cash $135,000; Stock $180,000) |
| Grant date and price | April 26, 2024 DSUs, grant date fair value based on $42.73 closing price |
- Director stock awards are typically DSUs; DSUs are immediately fully vested and non-forfeitable, accrue dividend equivalents, and settle into common shares upon Board retirement .
- Program benchmarking is reviewed by Corporate Governance & Nominating; WTW confirmed competitiveness and no changes for 2025 .
Performance Compensation
| Equity structure | Vesting/Terms | Performance Conditions |
|---|---|---|
| Director Stock Units (DSUs) | Immediately fully vested; dividend equivalents accrue; settle at retirement | None (time-based only; no options granted) |
Other Directorships & Interlocks
| Company | Relationship to NEM | Notes |
|---|---|---|
| Seplat Energy plc | No NEM-related transactions disclosed | Governance roles at Seplat; no related person transactions disclosed involving Emma at NEM |
| UPM-Kymmene, DCC, Cookson, Alent, GMG | No disclosed NEM interlocks | Prior roles; no NEM conflicts cited |
Expertise & Qualifications
- CEO/executive management across energy, utilities, and customer-facing industrial businesses; deep operational delivery in extractive-adjacent sectors .
- Health, safety, environmental and social responsibility; led outcome-based regulatory policy, circular economy initiatives, sustainability positioning at utilities; advised on renewables strategy .
- Financial expertise via audit/remuneration committee service; current Chair of Remuneration at Seplat; member Finance & Audit at Seplat; former Audit Committee member at UPM .
- International business experience across Europe, Africa, Asia; senior roles at Shell, National Grid, Severn Trent, Puma Energy .
Equity Ownership
| Holder | Common Stock | DSUs/Restricted Stock Units | Options | Beneficial Ownership Total |
|---|---|---|---|---|
| Emma FitzGerald | 0 | 11,768 DSUs | 0 | 11,768 |
- Director Share Ownership Guidelines require holdings of at least 5x the annual cash retainer; newly elected directors have five years to comply; as of 12/31/2024, all directors either met the guidelines or fell within exceptions .
- Anti-hedging and anti-pledging policies prohibit hedging, pledging/margining, and short sales; no exceptions requested .
Governance Assessment
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Board effectiveness: Emma’s sustainability, regulatory, and international operating experience aligns with Newmont’s Safety & Sustainability oversight and strategy; membership on the S&S Committee supports board focus on safety and ESG risk management .
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Independence and engagement: Board determined independent; overall Board/Committee attendance was 99% for incumbents; independent director executive sessions occur at each regular meeting .
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Compensation alignment: Director pay mix is standard (cash retainer + time-based DSUs), with no options or performance conditions; annual stock award sized at $180k; Emma’s FY2024 total was $315k .
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Ownership alignment: Emma holds 11,768 DSUs; directors are subject to 5x retainer ownership guidelines with a five-year window; company states all directors were compliant or within exceptions as of year-end 2024 .
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Conflicts/related-party exposure: No related person transactions disclosed involving Emma; Board independence framework addresses materiality thresholds; Emma is not cited in independence exceptions (unlike other directors with supplier ties) .
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Risk indicators: No Section 16(a) delinquencies; clawback policy expanded March 1, 2025 to include cash awards and time-based equity; strict anti-hedging/pledging .
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Shareholder signals: Say-on-Pay received 92.6% approval in 2024; director compensation reviewed and deemed competitive; Non-Executive Chair retainer reduced in 2024 following engagement feedback .
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RED FLAGS: None disclosed for Emma.
- No pledging/hedging allowed company-wide .
- No related person transactions involving Emma disclosed .
- Overall attendance strong; no low-attendance issues cited .