Natascha Viljoen
NEWMONT Corp /DE/About Natascha Viljoen
Natascha Viljoen, age 55, is President and Chief Operating Officer of Newmont (NEM), promoted effective May 1, 2025 after joining the Executive Leadership Team as EVP & COO in October 2023 . She is a metallurgical engineer with a B.Eng. from North West University and an Executive MBA from the University of Cape Town; previously CEO of Anglo American Platinum and Group Head of Processing at Anglo American, and EVP Processing at Lonmin for six years . Company performance during her tenure includes FY2024 production of 6.8Moz gold and 153kt copper, cash from operations of $6.3B, and record free cash flow of $2.9B, with debt reduced below $8.0B; 2024 TSR implied value of a $100 investment at $92 (down 8%), with the 3‑year average at $102 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anglo American Platinum | Chief Executive Officer | 2020–2023 | Led world’s largest primary platinum producer; managed >25,000 employees and an integrated mining/processing chain across two countries |
| Anglo American | Group Head of Processing and senior operating/technical roles | Multiple years (noted prior to 2020) | Oversight of processing excellence and broader corporate functions |
| Lonmin | Executive Vice President, Processing | 6 years | Executive Committee member with broader corporate responsibilities, including sustainability |
Fixed Compensation
| Item | 2023 (Hire) | 2024 | 2025 (President & COO) |
|---|---|---|---|
| Title | EVP & COO (start Oct 2, 2023) | COO (sole in 2024) | President & COO (eff. May 1, 2025) |
| Base Salary ($) | $163,462 (partial year) | $850,000 | $1,000,000 |
| Target Bonus % of Salary | Sign‑on cash $500,000 (two‑year repayment) | 110% | 115% (Level 6 STIP) |
| Annual LTI Target ($) | RSU grant $5,810,999 (150,155 RSUs) to offset forfeited incentives | $3,215,000 | PSUs $2,570,000; RSUs $1,280,000; plus one‑time RSU $635,000 |
| 2024 Grants (counts/fair value) | — | RSU: 35,710 ($1,071,657); PSU target: 25,608 (Monte Carlo fair value $1,302,483 for 38,410 MC shares) | Delivered per Section 16 LTI plan |
Performance Compensation
Annual Incentive (STIP) Design
| Element | 2024 | 2025 |
|---|---|---|
| Metric set | Six metrics; added Newcrest synergy in 2024 | Six metrics; added “Focusing on Our Culture”; revised safety metrics with leading/lagging indicators |
| Weighting | 70% financial / 30% sustainability | 70% financial / 30% sustainability |
| Payout mechanics | Aggregate Payout Percentage from weighted metric payouts | Same; payout in cash; ELT bonuses based 100% on corporate metrics |
| Payment timing | As soon as practicable; by March 15 following performance year for Code 409A subjects | Same |
| Notable outcome | CEO payout at 79.9% of target for 2024 (after negative discretion) | N/A |
Long‑Term Incentives (PSUs/RSUs)
| Feature | 2024 | 2025 Changes |
|---|---|---|
| RSUs | 33% of LTI; time‑based, typically vests one‑third per year | Same |
| PSUs | 67% of LTI; metrics include Relative TSR (expanded to include S&P 500 constituent comparison in addition to gold miners) and ROCE (20% weighting) | ROCE weighting increased to 30%; negative TSR cap at 100% payout maintained; max payout 200% |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial common shares | As of Feb 27, 2024, Ms. Viljoen did not beneficially own common shares; as a group, directors/executives owned <1% of shares |
| Unvested RSUs (12/31/2024) | 100,104 RSUs (market value $3,725,871); 35,710 RSUs ($1,329,126) |
| Unvested PSUs (target, 12/31/2024) | 2024 PSU: 64,018 (market value $2,382,750) |
| 2023 Hire RSUs | 150,155 RSUs outstanding at 12/31/2023 (market value $6,214,915); vest schedule Oct 30, 2024/2025/2026 |
| 2024 Vesting realized | 50,051 shares vested; realized value $2,392,438 |
| Stock ownership guidelines | CEO 6x salary; other executive officers 3x salary; Chief Accounting Officer 1x; must hold at least 50% of vested LTI until meeting guidelines; compliance evaluated annually; as of Dec 31, 2024, all NEOs met or were within transition exceptions |
| Hedging/pledging | Prohibited from hedging, short‑selling, pledging/margining company stock; case‑by‑case pledge exceptions allowed but none requested |
| Options | Company does not grant stock options |
Employment Terms
| Provision | Key Terms |
|---|---|
| Role & benefits | As President & COO, eligible for Section 16 Officer STIP (Level 6), Section 16 Long‑Term Incentive Plan, Executive Change of Control Plan, and Section 16 Officer Severance Plan benefits |
| Severance plan (not for cause) | 15 months of salary plus one month for each year of service up to 18 months; pro‑rated actual bonus; pro‑rata RSU/PSU vesting; medical up to 18 months; up to 12 months outplacement (subject to release and covenants) |
| Change‑of‑control | Double‑trigger equity vesting under stock plans; for newly appointed executives, 2x “annual pay” (salary + highest bonus in prior 3 years + highest 401(k) match in prior 3 years), plus pro‑rated bonus and benefits; outplacement provided; CEO under separate 2008 plan |
| RSU agreement (supplemental 2025 grant) | One‑time $635,000 RSU grant, vesting on Feb 24, 2026/2027/2028 (shares per tranche not specified in the exhibit); accelerated vesting upon death, disability, or qualifying change‑of‑control; retirement and severance pro‑rata rules; dividend equivalents paid in cash upon delivery |
| Clawbacks | Company‑wide clawback policy effective Dec 1, 2023 expanded Mar 1, 2025 to include supplemental retirement benefits and time‑based equity awards; covers restatements and certain misconduct triggers; RSU award agreement expressly subject to clawback |
Termination/COC Economics (as of Dec 31, 2024)
| Scenario | Base Benefit ($) | Bonus ($) | RSU Accel/Pro‑rata ($) | PSU Pro‑rata ($) | COC Cash ($) | Health/Life/Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination Not For Cause | 1,133,333 | 970,962 | 709,227 | 794,238 | — | 73,857; Outplacement $7,500 | 3,681,617 |
| Change of Control (payment at COC) | — | — | — | — | 3,570,000 | 75,276 | 3,645,276 |
| Termination After Change of Control | — | — | 5,054,997 | 1,588,475 | — | 85,276; Outplacement $10,000 | 11,370,386 |
| Death | — | 970,962 | 5,054,997 | 794,238 | — | Life insurance $1,500,000 | 8,410,196 |
| Disability | — | 970,962 | 5,054,997 | 794,238 | — | Disability $90,000 | 6,820,196 |
Vesting Schedules
| Award | Vesting Dates | Shares/Notes |
|---|---|---|
| 2023 Hire RSUs | Oct 30, 2024; Oct 30, 2025; Oct 30, 2026 | 150,155 RSUs |
| 2024 RSU grant | Typically one‑third annually from grant date | 35,710 RSUs (grant 2/26/2024) |
| 2025 Supplemental RSU | Feb 24, 2026; Feb 24, 2027; Feb 24, 2028 | Shares per tranche not specified in exhibit |
Say‑on‑Pay & Shareholder Feedback
| Year | Approval (% of votes cast) |
|---|---|
| 2024 Annual Meeting | 92.6% approval |
| 2025 Annual Meeting | 87.24% approval (680,609,984 votes “For”) |
Management’s STIP/LTI designs were revised in response to shareholder engagement (e.g., adding culture metric, revising safety metrics, increasing ROCE weighting, and expanding clawbacks) .
Compensation Peer Group (Context for benchmarking)
Peer group used for 2024/2025 decisions includes general industrials and resource peers such as Barrick (GOLD), Freeport‑McMoRan (FCX), ConocoPhillips (COP), Deere (DE), Eaton (ETN), EOG Resources (EOG), Johnson Controls (JCI), Parker‑Hannifin (PH), PPG (PPG), Republic Services (RSG), Rockwell Automation (ROK), Vulcan Materials (VMC), Waste Management (WM), among others; design changes also added the S&P 500 in PSU rTSR comparisons .
Equity Ownership & Trading Policies
- Stock ownership guidelines: 3x salary for executive officers; must hold 50% of vested LTI until meeting guidelines; compliance assessed annually .
- Anti‑hedging/anti‑pledging: directors and executives prohibited from hedging, short‑selling, pledging or margining Newmont stock; no exceptions requested .
- Trading standard: blackout windows each quarter; pre‑clearance required for executives .
Related Party & Governance Safeguards
- No related‑party transactions involving Ms. Viljoen requiring Item 404(a) disclosure were identified; 8‑K confirms no reportable arrangements at her promotion .
- Double‑trigger equity vesting on change‑of‑control under 2013 and 2020 Stock Plans .
- Comprehensive clawback policy aligned with NYSE Rule 10D‑1; expanded March 1, 2025 to cover time‑based equity and certain misconduct .
Investment Implications
- Strong pay‑for‑performance alignment: Majority of compensation at risk via PSUs/RSUs; PSU metrics emphasize ROCE (now 30%) and rTSR (broadened peer set), with negative TSR cap . Robust clawbacks and double‑trigger equity vesting reduce moral hazard and windfall risk .
- Upcoming vesting events: Significant RSU tranches from 2023 hire grant (Oct 30, 2025/2026) and 2024/2025 RSUs (annual schedules) may create periodic liquidity needs, constrained by quarterly blackout rules .
- Retention risk appears mitigated: Severance plan (15–18 months salary plus pro‑rated incentives), 2x annual pay on change‑of‑control for newly appointed executives, and substantial unvested equity tie Ms. Viljoen to multi‑year outcomes .
- Governance support: Strong shareholder say‑on‑pay (87–93% approvals), responsiveness to investor feedback (culture/safety metrics, ROCE weight, clawbacks) and absence of options or pledging point to disciplined alignment with investors .