Maura J. Clark
NEWMONT Corp /DE/About Maura J. Clark
Independent director of Newmont (NEM), age 66, serving since April 2020; Audit Committee member and designated Audit Committee Financial Expert. Former President of Direct Energy Business (2007–2014), EVP North American Strategy & M&A at Direct Energy, prior CFO of Premcor Inc., and Managing Director at Goldman Sachs. BA in Economics from Queen’s University; Chartered Professional Accountant (Ontario) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Direct Energy (Centrica) | President, Direct Energy Business | 2007–2014 | Grew revenues from ~$2B to ~$10B via product expansion, organic sales, and M&A . |
| Direct Energy | EVP, North American Strategy & M&A | Pre-2007 | Led strategy development and all M&A activity . |
| Premcor Inc. | EVP, Corporate Development & CFO | 1995–2000 | Financial leadership at independent refiner/marketer . |
| Goldman Sachs | Managing Director, Investment Banking Division | 2000–2003 | Strategic banking and debt financing for natural resources/industrial sectors . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortis Inc. | Director; Audit Committee Chair | 2015–present | Oversight incl. cybersecurity; designated financial expertise . |
| Nutrien Ltd. | Director | 2018–present | Governance & sustainability; Human Resources & Compensation Committee experience . |
| Garrett Motion Inc. | Director | Oct 2018–Sep 2020 | Compensation Committee member . |
| Agrium Inc. | Director | 2016–2018 | Audit Committee Chair (merged to form Nutrien) . |
| Elizabeth Arden Inc. | Director | 2005–2016 | Audit Committee Chair . |
Board Governance
| Item | Status/Detail | Evidence |
|---|---|---|
| Independence | Board determined Clark is independent (NYSE rules) | |
| Committee assignments | Audit Committee member | |
| Audit Committee meetings (2024) | 6 | |
| Audit Committee designation | Audit Committee Financial Expert (Clark, Brook, Médori) | |
| Audit Committee activity | Recommended inclusion of 2024 audited financials in 10-K; oversight of EY independence, internal audit, ERM, cybersecurity | |
| Board meetings (2024) | 12; overall director attendance 99% | |
| Executive sessions | Independent directors held executive sessions at each regularly scheduled 2024 Board meeting |
Fixed Compensation
| Component | 2024 Amount ($) | Details |
|---|---|---|
| Annual cash retainer | 135,000 | Standard director retainer |
| Committee chair fees | — | Not a chair; program: Audit Chair $30k; LDCC Chair $25k; Governance Chair $20k; Safety & Sustainability Chair $25k |
| Non-Executive Chair differential (context) | — | Program sets $175,000 for Non-Exec Chair; reduced from $280,000 for 2024 after shareholder feedback |
| All other compensation | — | No director-specific perquisites for Clark reported; Matching Gifts Program up to $5,000 applies generally |
Performance Compensation
| Instrument | Grant Date | Grant Value | Vesting/Conditions | Notes |
|---|---|---|---|---|
| Director Stock Units (DSUs) | Apr 26, 2024 | 180,000 | DSUs fully vested at grant; accrue dividend equivalents; settle in shares upon Board retirement | Grant fair value price $42.73; most directors elected DSUs; Médori elected common stock . Directors receive DSUs, not performance-based equity . |
No performance metrics (e.g., TSR, revenue/EBITDA) are tied to director compensation; the program consists of cash retainers and annual equity (DSUs/common stock) for directors .
Other Directorships & Interlocks
| Company | Potential Relationship to NEM | Board Independence Considerations |
|---|---|---|
| Fortis Inc. | Regulated utility; no disclosed transactions with NEM | Clark remains independent; Board applies categorical standards, and affirmed independence of all current directors except CEO . |
| Nutrien Ltd. | Fertilizer producer; no disclosed transactions with NEM | Independence affirmed; Board reviews supplier/transaction thresholds and related-person policies; no Clark-specific related party exposure disclosed . |
Expertise & Qualifications
- Financial expertise and CPA designation; prior CFO and investment banking leadership; designated Audit Committee Financial Expert at NEM .
- Extensive energy and natural resources industry experience; operational finance, risk oversight, and cybersecurity board oversight at Fortis .
- Executive management and M&A leadership; international board experience across multiple issuers .
Equity Ownership
| As of | Common Stock (shares) | Director Stock Units (DSUs) (shares) | Options (shares) | Total Beneficial Ownership (shares) | DSU Market Value ($) |
|---|---|---|---|---|---|
| Mar 3, 2025 | — | 15,921 | — (Company does not grant options) | 15,921 | 592,580 (at $37.22 close on 12/31/2024) |
- Ownership as % of outstanding: each director owns less than 1% of shares; percentage data omitted in proxy .
- DSU mechanics: fully vested, non-forfeitable; accrue dividend equivalents; settle one share per DSU upon Board retirement .
- Director stock ownership guideline: required holdings equal to 5x annual cash retainer; compliance as of 12/31/2024: all directors either met guidelines or were within exceptions (no forced purchases on price declines; no selling until threshold reattained) .
Governance Assessment
- Board effectiveness: Clark strengthens Audit oversight with deep financial and industry expertise; designated financial expert and active Audit Committee participation, including auditor independence and cybersecurity oversight .
- Alignment and incentives: Director pay is balanced between cash and DSUs, with annual equity of $180,000 and cash retainer of $135,000; DSUs encourage long-term alignment without short-term performance gaming .
- Independence and conflicts: No related-party transactions involving Clark disclosed; Board independence affirmed and robust related-person review policies in place .
- Attendance and engagement: Strong board-wide attendance (99%) and routine independent director executive sessions indicate active oversight culture .
RED FLAGS
- None identified specific to Clark: no related-party exposure disclosed, no options granted/repriced (company does not grant options), independence affirmed . Board overboarding safeguards apply to Audit Committee service on other issuers; members may not serve on more than two other public company audit committees absent Board determination—Clark’s current external audit chair role at Fortis appears within policy bounds .