Jane Nelson
NEWMONT Corp /DE/About Jane Nelson
Jane Nelson, CMG, 64, has served as an independent director of Newmont since October 2011 and is the Founding Director of the Corporate Responsibility Initiative at Harvard Kennedy School and a nonresident senior fellow at the Brookings Institution; she holds MA/BA in Philosophy, Politics and Economics from Oxford and a BSc in Agriculture (Economics) from the University of Natal and was appointed a Companion of the Order of St Michael and St George in 2024 . She became Chair of Newmont’s Safety & Sustainability Committee in 2019 and continues in that role in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Kennedy School | Founding Director, Corporate Responsibility Initiative | Ongoing | Leadership in corporate responsibility research and practice |
| Brookings Institution | Nonresident Senior Fellow | Ongoing | Global economy and development program |
| International Business Leaders Forum | Director; Senior Advisor | Director 1993–2009; Senior Advisor until 2013 | Advised business on sustainability and development |
| University of Cambridge, Institute for Sustainability Leadership | Senior Associate | Prior role | Sustainability leadership work |
| Citibank | Vice President | Prior role | Worked across Asia, Europe and the Middle East |
| UN Global Compact; WBCSD (Africa); FUNDES (Latin America) | Worked with/for these initiatives | Prior roles | Responsible business frameworks and development |
| Advisory roles (ExxonMobil, GE, ICMM; World Bank Group) | External sustainability/advisory panels | Prior roles | Sector sustainability guidance and mining/oil & gas social impacts |
External Roles
| Company/Organization | Role | Start | Notes |
|---|---|---|---|
| South32 | Non‑Executive Director | May 2023 | Board considered potential relationships; see interlock analysis below |
| Abraaj Group; FSG; SITA (now part of SUEZ); World Environment Center | Director (prior) | Prior roles | Previously served; WEC now Emeritus Director |
Board Governance
- Committee assignments: Chair, Safety & Sustainability Committee; Member, Corporate Governance & Nominating Committee .
- Independence: Board determined Jane Nelson is independent under NYSE rules; CEO is the only non‑independent director .
- Attendance: In 2024 the Board held 12 meetings and committees held 25, with 99% overall attendance for incumbent nominees; independent‑director executive sessions held at each regular meeting .
- S&S oversight scope and cadence: S&S Committee met 6 times in 2024; oversees health, safety, security, sustainable development, environmental management, climate/energy; reviews policies and performance annually .
- S&S Chair tenure signal: Nelson has chaired S&S since 2019, continuing through 2025, indicating continuity in ESG risk oversight .
Fixed Compensation
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Jane Nelson | 160,000 | 180,000 | 4,026 | 344,026 |
Director Compensation Program (structure):
- Annual cash retainer: $135,000; Chair fees: Audit $30,000; LDCC $25,000; Corporate Governance $20,000; Safety & Sustainability $25,000; Non‑Executive Chair retainer $175,000; annual stock award $180,000 in common stock or DSUs under the 2020 Plan (grant FMV set first business day post election/re‑election) .
- Non‑Executive Chair retainer was reduced from $280,000 to $175,000 for 2024 following shareholder engagement; 2025 program unchanged after review, competitive vs peer group .
Performance Compensation
| Equity Instrument | Grant/Valuation Basis | Vesting/Forfeiture | Dividends | Performance Metrics |
|---|---|---|---|---|
| Director Stock Units (DSUs) | $180,000 grant value; grant date fair value $42.73 on April 26, 2024 (DSUs elected by all non‑employee directors except one) | Immediately fully vested, non‑forfeitable (upon retirement, one share per DSU issued) | Accrues dividend equivalents, paid upon share issuance | None disclosed for director equity awards (time‑based/vested units) |
Outstanding DSUs at 12/31/2024:
| Metric | Amount |
|---|---|
| Jane Nelson – DSUs outstanding (#) | 54,147 |
| Market value of outstanding DSUs ($) | 2,015,351 (at $37.22) |
Other Directorships & Interlocks
| Counterparty | Relationship | Materiality/Process | Conflict Controls |
|---|---|---|---|
| South32 | Nelson serves as NED at South32; certain mining leases at Newmont’s Boddington are held by Worsley JV owned by South32 and subleased to Newmont | Payments to South32 did not exceed >$1m or 2% of South32 revenues over last 3 fiscal years; categorical immateriality under Board standards | Nelson abstains/recuses from any Board consideration of South32‑related matters; Board determined the relationship is not material for independence |
Expertise & Qualifications
- International governance and responsible business frameworks; experience with UN, World Bank, WEF councils; global sustainability leadership .
- Academic credentials and authorship: seven books and 100+ publications on corporate responsibility and development; recognition via CMG honor in 2024 .
- Sector advisory expertise spanning mining, energy, and major corporates (ExxonMobil, GE, ICMM panels), directly relevant to ESG risk oversight in extractives .
Equity Ownership
Holdings and alignment:
| Category | Amount |
|---|---|
| Common Stock | 0 |
| Director Stock Units (DSUs) | 54,147 |
| Stock Options | Company does not grant stock options |
| % of Class | Director/officer ownership percentages are each <1%; table omits percent detail |
Ownership policy and alignment:
- Director Share Ownership Guidelines require holdings equal to 5× annual cash retainer; newly elected directors have 5 years to comply .
- As of 12/31/2024, all directors either met guidelines or were within exceptions; once achieved, temporary price declines do not require additional purchases and directors refrain from selling until the threshold is re‑achieved .
- Anti‑hedging/anti‑pledging: Directors and executives are prohibited from hedging, short‑selling, pledging/margining Newmont securities; case‑by‑case pledge exceptions are permissible but none have been requested .
Governance Assessment
- Board effectiveness: Nelson’s long tenure and continued S&S chairship provide continuity in ESG risk oversight; S&S met 6 times in 2024 and reviews energy/climate strategy, ASR and climate reporting annually, supporting robust governance of non‑financial risks . Independent director executive sessions at each regular meeting and 99% overall attendance underscore engagement quality .
- Independence/conflict controls: The Board affirmed her independence; South32 interlock reviewed as categorically immaterial with explicit recusal procedures, reducing conflict risk .
- Compensation/ownership alignment: Director pay mixes cash ($160k) and equity ($180k) for Nelson; DSUs and 5× retainer ownership guidelines align director incentives with shareholder outcomes; anti‑hedging/pledging strengthens alignment .
- Shareholder signals: Say‑on‑pay passed with 92.6% “For” at 2024 AGM; Board maintains active shareholder outreach, indicating supportive investor sentiment for governance and pay practices .
Board Governance (Committee Detail)
| Committee | Role | 2024 Meetings | Key Functions |
|---|---|---|---|
| Safety & Sustainability | Chair (Nelson) | 6 | Oversees health/safety, sustainable development, climate/energy strategy, environmental management; reviews policies/practices and performance |
| Corporate Governance & Nominating | Member (Nelson) | 7 | Chair/Director succession; CEO performance review with LDCC; non‑employee director compensation; independence evaluations; board/committee evaluations and composition |
Fixed Compensation (Program Components)
| Component | Amount |
|---|---|
| Annual Director Retainer | $135,000 |
| Safety & Sustainability Committee Chair Fee | $25,000 |
| Annual Stock Award (common stock or DSUs) | $180,000 |
Performance Compensation (Award Mechanics)
| Item | Detail |
|---|---|
| DSU grant valuation | Grant date FMV $42.73 on April 26, 2024 (for most directors) |
| Vesting | DSUs immediately fully vested and non‑forfeitable; settle into shares upon retirement |
| Dividends | DSUs accrue dividend equivalents paid upon issuance of common shares |
| Performance metrics | None disclosed for director equity grants (not performance‑conditioned) |
Other Directorships & Interlocks (Summary)
| External Board | Role | Interlock Assessment |
|---|---|---|
| South32 | Non‑Executive Director | Payments below materiality thresholds; recusal policy; independence maintained |
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 92.6% “For,” indicating broad support for compensation design and governance .
- Outreach: Contacted holders of ≥0.5% of outstanding shares (≈47% of float) and engaged those responding; feedback informed compensation and disclosure enhancements .
RED FLAGS
- Potential interlock risk with South32 due to Boddington lease; mitigated by low payment levels and formal recusal and independence determinations .
- Director equity awards are time‑based (DSUs immediately vested), not performance‑conditioned; common market practice but offers less at‑risk alignment versus PSUs for executives .