Gregory H. Boyce
NEWMONT Corp /DE/About Gregory H. Boyce
Independent Chair of the Board at Newmont (NEM), age 70, director since October 2015 and Independent Chair since 2021. He holds a B.S. in Mining Engineering from the University of Arizona and completed Harvard Business School’s Advanced Management Program; his career spans 44+ years in global energy and mining leadership, including CEO roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peabody Energy Corporation | Executive Chairman; CEO; President & COO | Director 2005–2015; Executive Chairman 2007–2015; CEO 2006–2015; Joined as President & COO 2003 | Led ESG and climate programs; engagement with local governments and indigenous groups on sustainable mining frameworks |
| Rio Tinto plc | CEO — Energy; other executive roles | 1989–2003 | Senior executive oversight of multinational energy/mining operations |
| Kennecott | Operational roles of increasing responsibility | ~10 years pre-1989 | Operations leadership in global natural resources |
| Marathon Oil Corporation | Director; Lead Independent Director | Director 2008–2021; Lead Independent Director Feb 2019–May 2021 | Chaired Compensation Committee; governance leadership |
| Monsanto Company | Director | 2013–2018 | Service on People/Compensation Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Arizona Lowell Institute for Mineral Resources | Advisory Board Chair (uncompensated) | Current | Company donations <$250k over 3 years; Board determined immaterial for independence |
| Heard Museum (Phoenix) | Board of Trustees Member | Prior/Current per biography | Civic and cultural governance engagement |
| Washington University of St. Louis; Civic Progress (St. Louis) | Trustee; Member | Prior | Community leadership; social responsibility experience |
Board Governance
- Independent Chair of the Board since 2021; chairs Executive-Finance Committee; chairs Corporate Governance & Nominating Committee; member, Leadership Development & Compensation (LDCC) Committee .
- Committee cadence in 2024: Audit (6), LDCC (6), Corporate Governance & Nominating (7), Safety & Sustainability (6); Executive-Finance meets as needed and is chaired by Boyce .
- Board independence: all directors other than the CEO are independent; Board specifically reviewed Boyce’s Lowell Institute relationship and deemed it immaterial to independence .
- Attendance and engagement: Board held 12 meetings and committees 25; combined attendance by incumbent nominees 99%; directors attend annual meetings and hold executive sessions each regular meeting .
- Chair role includes approving agendas, presiding over meetings, and facilitating stockholder engagement; Boyce authored the 2025 letter to stockholders as Independent Chair .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $135,000 | Standard for each non-employee director |
| Non-Executive Chair Annual Retainer | $175,000 | Reduced from $280,000 in 2024 based on engagement feedback |
| Committee Chair Fees | $20,000 (CGN Chair) | Audit Chair $30k; LDCC Chair $25k; S&S Chair $25k |
| Equity (Annual Stock/DSUs) | $180,000 | Granted under 2020 Stock Incentive Plan; fair value at grant date price |
Boyce’s 2024 actual director compensation:
| Metric | 2024 |
|---|---|
| Cash Fees Earned | $330,000 |
| Stock Awards (DSUs) | $180,000 |
| Total | $510,000 |
Performance Compensation
| Equity Award | Grant date | Grant value | Fair value basis | Vesting/Delivery | Dividends |
|---|---|---|---|---|---|
| Director Stock Units (DSUs) | April 26, 2024 | $180,000 | Closing price $42.73 used for grant-date fair value | DSUs are immediately fully vested; delivered as common stock upon retirement from the Board | Accrue dividend equivalents; paid upon share issuance |
| Outstanding DSUs (as of 12/31/2024) | — | 41,657 units; market value $1,550,474 | Market price $37.22 used for valuation | Unvested director stock units outstanding per plan | Accrue dividend equivalents |
Note: Director equity grants are not conditioned on performance metrics; alignment is through equity ownership and stock price exposure .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Marathon Oil Corporation | Director; Lead Independent Director | Prior (2008–2021; LID Feb 2019–May 2021) |
| Monsanto Company | Director | Prior (2013–2018) |
| Peabody Energy Corporation | Executive Chairman; Director | Prior (Exec Chair 2007–2015; Director 2005–2015) |
- LDCC interlocks: Proxy reports no LDCC member served as an officer/employee of the Company; no executive served on another company’s board/comp committee creating an interlock during the last fiscal year .
Expertise & Qualifications
- CEO/executive management leadership (Peabody CEO; Rio Tinto senior roles) .
- Mining/extractive industry operations and P&L accountability; safety, environmental, and social responsibility oversight .
- Compensation expertise via chairing Marathon Oil’s Compensation Committee and serving on compensation committees at Monsanto and Newmont .
- International business leadership across the U.S., U.K., and global mining/energy markets .
Equity Ownership
| As of March 3, 2025 | Common Stock | Restricted/Director Stock Units | Options | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Gregory H. Boyce | — | 41,657 | — (Company does not grant options) | 41,657 | <1% (all directors/officers each <1%) |
- Director Ownership Guidelines: 5x annual cash retainer in common stock or DSUs; as of Dec 31, 2024, all directors either met guidelines or fell within exceptions (no forced purchases on price declines) .
Governance Assessment
- Board effectiveness: Boyce’s dual leadership as Independent Chair and CGN Chair centralizes governance rigor (agenda control, CEO evaluation coordination, director compensation oversight) and transactional oversight via Executive-Finance; committee independence confirmed .
- Independence and conflicts: Lowell Institute relationship reviewed; Company donations <$250k over three years; Board concluded immaterial and no personal/financial relationship affecting objectivity—supports investor confidence in independence .
- Engagement signals: 99% attendance and proactive stockholder outreach; Say‑on‑Pay support of 92.6% in 2024 indicates broad investor alignment with compensation governance overseen by the Board and LDCC .
- Compensation alignment: Reduction of Chair retainer to $175k in 2024 after feedback and maintaining equity grants at $180k indicates responsiveness and balanced cash/equity mix; independent advisors (WTW for director pay; FW Cook for executive pay) mitigate consultant conflicts .
Red Flags
- None identified in proxy specific to Boyce: no related‑party transactions, tax gross‑ups, hedging/pledging disclosures for directors, or attendance issues; independence affirmed after targeted review of Lowell Institute tie .
Implications for investors
- Concentrated governance responsibilities (Independent Chair + committee leadership) make Boyce a key steward of board quality and pay practices; independence determination and high attendance reduce risk of governance‑related uncertainty. Responsiveness on chair pay and strong Say‑on‑Pay outcomes lower potential for shareholder dissent on compensation topics .