Harry M. Conger
NEWMONT Corp /DE/About Harry M. Conger
Harry M. (“Red”) Conger IV is an independent director of Newmont Corporation, appointed June 28, 2024, and currently serves on the Safety and Sustainability Committee; he is 69 years old and holds a B.S. in Mining Engineering from Colorado School of Mines with postgraduate executive management studies at Duke University’s Fuqua School of Business and the Whitmore School of Business and Economics at the University of New Hampshire . His background includes president/COO roles at Teck Resources and Freeport-McMoRan, with deep operational, safety and community leadership credentials evidenced by industry awards (e.g., 2018 Ankh Award; 2017 Charles F. Rand Memorial Gold Medal) . Newmont’s Board affirms his independence (all current directors other than the CEO are independent) and reports 99% overall attendance for incumbent director nominees at Board and Committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teck Resources Limited | President & COO; Director | President & COO: Sept 2022–Oct 2023; Director: Sept 2022–Oct 2023 | Senior operational leadership; Board service |
| Teck Resources Limited | EVP & COO | Sept 2020 onward (prior to President & COO) | Operational leadership; change management |
| Freeport-McMoRan Inc. | President & COO, Americas | Not disclosed (prior to 2020) | Long-term vision, safety, production efficiency |
| Phelps Dodge | Multiple executive roles | Not disclosed | Operational leadership |
| Kennecott Copper Corporation | Operational roles | Not disclosed | Operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Mining Association | Past Chairman | 2014–2015 (Chair); prior Board member | Industry leadership; safety/community collaboration recognition |
| New Mexico Association of Commerce & Industry | Chair | Not disclosed | State-level industry advocacy |
| New Mexico Mining Commission | Commissioner | Not disclosed | Regulatory oversight |
| Arizona Mining Association | Director | Not disclosed | Industry association governance |
| Society for Mining, Metallurgy & Exploration | Past Co‑Chair | Not disclosed | Sector advancement and philanthropy |
| Arizona Water Review Commission | Former commissioner | Not disclosed | Resource governance |
Board Governance
- Committee assignments: Safety and Sustainability Committee member (Chair: Jane Nelson) .
- Independence: Board determined Conger is independent; only the CEO is non-independent .
- Attendance and engagement: Newmont reports 12 Board and 25 Committee meetings in 2024 with 99% overall attendance by incumbent nominees; S&S Committee held 6 meetings in 2024 .
- Executive sessions: Independent director executive sessions held at each regular Board meeting in 2024 .
- Board leadership: Independent Chair structure (Gregory H. Boyce) and Senior Independent Director (Bruce R. Brook) .
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual cash retainer (directors) | $135,000 | Standard non-employee director retainer |
| Committee chair retainers | Audit $30,000; LDCC $25,000; Governance $20,000; Safety & Sustainability $25,000 | Not applicable to Conger (not a chair) |
| Non‑Executive Chair retainer | $175,000 (reduced from $280,000 in 2024) | Chair receives separate equity grant; market aligned |
| Equity (annual) | $180,000 in common stock or DSUs; grant at first business day post-election/re‑election | Fair value at grant; DSUs vest immediately |
| 2024 actual for Conger | Fees earned $68,972; Stock awards $147,945; Total $216,917 | DSUs granted June 28, 2024 at $41.87 grant-date fair value |
Performance Compensation
Directors do not receive performance-based bonuses or options; DSUs are immediately vested and non‑forfeitable (dividend equivalents accrue and are paid on issuance) . For pay‑for‑performance oversight, the Board’s LDCC sets and reviews executive incentive metrics and outcomes; 2024 Annual Incentive results (after negative discretion) were 79.9% of target based on safety, sustainability, cost, free cash flow, and Newcrest synergy metrics .
| Metric (2024 Annual Incentive) | Weight | Threshold | Target | Maximum | 2024 Result | Payout % |
|---|---|---|---|---|---|---|
| CSC/GEO (efficiency) | 30% | $1,497 | $1,361 | $1,293 | Below target due to lower production/higher costs | 47.2% → 14.2% weighted |
| Attributable Adjusted FCF ($M) | 30% | $350 | $538 | $828 | Above target | 161.3% → 48.4% weighted |
| Newcrest Integration Synergy ($M) | 10% | $250 | $300 | $400 | > max on G&A/Full Potential/Supply Chain | 200.0% → 20.0% weighted |
| FRM with repeat SPE modifier | 20% | Program minima | Program targets | Program max | >990,000 CCVs; modifier applied | 128.0% → 25.6% weighted |
| Water consumption efficiency | 5% | ≤110% 2023 intensity | ≤2023 | ≤2018–2023 avg | Targets met/≥ at 11/16 sites | 125.9% → 6.3% weighted |
| Local/Indigenous employment | 5% | 70% of goal | 100% | 130% | Nearly/met/≥ at 11/16 sites | 107.1% → 5.4% weighted |
| Total (unadjusted) | — | — | — | — | — | 119.9% |
| LDCC negative discretion | — | — | — | — | Fatalities, cost, stock performance | 79.9% payout |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Consideration |
|---|---|---|
| Teck Resources Limited | Director (Sept 2022–Oct 2023) | Former role; no related‑party transaction disclosed at Newmont |
| Industry associations (NMA, state/regional bodies) | Chair/Commissioner/Director | No material related‑person transactions disclosed |
- Independence determinations for other directors note categorical immateriality thresholds; no specific independence issues disclosed for Conger .
- Related person transactions must be approved per Board policy; none are disclosed for Conger .
Expertise & Qualifications
- Operational leadership: 46+ years in mining; president/COO roles at Teck and Freeport-McMoRan; operations across the Americas and globally .
- Safety & sustainability: Extensive regulatory, safety, and community relations experience; FRM leadership; sector awards for safety/community collaboration .
- International/board experience: Board service at Teck; lived/worked in Santiago, Chile and Vancouver, Canada .
- Education: B.S. Mining Engineering (Colorado School of Mines); postgraduate executive studies at Duke and UNH .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common stock (direct/indirect) | 14,498 shares (via Conger‑Sailors Family Trust) | Indirect ownership via family trust |
| Director Stock Units (DSUs) outstanding | 3,552 units; market value $132,205 (as of 12/31/2024 at $37.22) | DSUs immediately vested; paid out in shares upon Board retirement |
| Total beneficial ownership | 18,050 (common + DSUs) | Aggregation consistent with proxy table |
| Ownership % of outstanding | ~0.0016% (18,050 / 1,127,257,530 shares) | Derived from reported share count |
| Ownership guidelines | 5x annual cash retainer; 5 years to comply | As of 12/31/2024, all directors met or were within exceptions |
| Hedging/pledging | Prohibited for directors under Stock Trading Standard; no exceptions requested | Anti‑hedging/anti‑pledging policy |
Governance Assessment
- Board effectiveness: Conger adds deep operational and safety expertise to the Safety & Sustainability Committee at a time when the company recorded four fatalities in 2024; LDCC applied significant negative discretion to incentives, signaling accountability culture overseen by the Board .
- Independence & conflicts: No related‑party transactions or independence concerns disclosed for Conger; Board’s categorical standards and related‑person policy mitigate conflict risk .
- Compensation alignment: Director pay is straightforward (cash retainer + equity via DSUs) with no performance pay or options, supporting independence and risk mitigation; DSUs vest immediately and accrue dividends payable upon issuance .
- Ownership alignment: Conger holds both common shares and DSUs, and is subject to robust ownership guidelines (5x retainer) and anti‑hedging/pledging prohibitions, supporting alignment with long‑term shareholders .
- Shareholder signals: Say‑on‑Pay received 92.6% support at the 2024 meeting, reflecting investor confidence in compensation governance; Board leadership remains independent with structured executive sessions .
RED FLAGS: None specific to Conger disclosed (no pledging, no related‑party transactions, no attendance issues). Company‑level risk indicators include 2024 fatalities and below‑target cost performance, which the Board addressed via negative discretion on incentives; continued oversight will be critical within S&S Committee .