Sally-Anne Layman
NEWMONT Corp /DE/About Sally-Anne Layman
Independent Director at Newmont (NEM); age 51; joined the Board in November 2023. Background spans 30+ years in resources and corporate finance, including Division Director and Joint Head of Macquarie’s Perth office in Metals, Mining & Agriculture, and operational mining roles at Mount Isa Mines, Great Central Mines, Normandy Yandal, and Western Metals. Education: B.Eng. (Mining, Hons) from Curtin University; B.Com from University of Southern Queensland; First Class Mine Manager’s Certificate (WA Department of Mines and Petroleum); Certified Practicing Accountant (CPA) . She is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macquarie Group Limited | Division Director; Joint Head, Perth office (Metals, Mining & Agriculture) | 14 years | Led global M&A and resource financing; senior leadership . |
| Mount Isa Mines | Mining Engineer | Not disclosed | Operational mining expertise . |
| Great Central Mines | Production Engineer; Alternate Underground Manager | Not disclosed | Health, safety, underground operations experience . |
| Normandy Yandal | Accountant | Not disclosed | Financial operations in mining . |
| Western Metals Limited | Management Accountant | Not disclosed | Corporate finance in metals . |
External Roles
| Company | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Beach Energy Limited | Non-executive Director | Since 2019 | Chair, Audit & Risk; member, Remuneration & Nomination; former Risk, Corporate Governance & Sustainability Committee . |
| Imdex Ltd | Non-executive Director | Since 2017 | Chair, Remuneration & Nomination and Sustainability Committees; former Chair, Audit, Risk & Compliance . |
| PLS Ltd | Non-executive Director | Since 2018 | Chair, Sustainability; member, Audit & Risk . |
| Newcrest Mining Limited | Non-executive Director (prior) | 2020–2023 | Safety & Sustainability Committee (prior) . |
| Perseus Mining Limited | Non-executive Director (prior) | Not disclosed | Board experience . |
| Gascoyne Resources Ltd | Non-executive Director (prior) | Not disclosed | Board experience . |
Board Governance
- Independence: Board determined Layman is independent; CEO is the only non-independent director .
- Committees: Safety and Sustainability Committee (members: Jane Nelson, Chair; Conger; FitzGerald; Layman; Madero). Meetings in 2024: 6 .
- Board attendance: 12 Board meetings, 25 committee meetings in 2024; overall incumbent nominee attendance was 99% .
- Executive sessions: Independent directors held executive sessions at each regularly scheduled meeting in 2024 .
- Board refresh: She joined in 2023; average nominee tenure 5.8 years; average age ~63 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $135,000 | Standard non-employee Director retainer . |
| Committee Chair Fees | $20,000–$30,000 | Audit Chair $30,000; LDCC Chair $25,000; Governance Chair $20,000; Safety & Sustainability Chair $25,000 (not applicable to Layman in 2024) . |
| Non-Executive Chair Retainer | $175,000 | Reduced from $280,000 for 2024 following shareholder feedback . |
| Equity (annual stock award) | $180,000 | Common stock or Director Stock Units (DSUs) under 2020 Plan; grant value determined post-election/re-election . |
| Layman – Fees Earned (2024) | $135,000 | As reported for 2024 . |
| Layman – Stock Awards (2024) | $180,000 | Granted as DSUs; grant date value $42.73 per share on April 26, 2024 . |
| Layman – Total (2024) | $315,000 | Cash + equity . |
Performance Compensation
Directors do not have performance-based pay; DSUs are immediately vested and non-forfeitable, accrue dividend equivalents, and convert one-for-one to common stock upon retirement from the Board .
| Equity Instrument | Grant Date | Fair Value per Unit | Units Granted | Vesting | Dividends | Performance Metrics |
|---|---|---|---|---|---|---|
| DSUs (Annual Award) | April 26, 2024 | $42.73 | ~4,212 (derived from $180,000/$42.73) | Immediately vested; non-forfeitable | Dividend equivalents accrue; paid at issuance | None (director equity not performance-based) |
Other Directorships & Interlocks
- Imdex supplies mining and drilling technology solutions; Board reviewed relationship and determined it meets categorical independence standards, with annual sales below materiality thresholds; no financial/personal relationships affecting objectivity .
- Broad network across mining/energy boards (Beach Energy, Imdex, PLS; prior Newcrest, Perseus, Gascoyne) enhances sector insight while monitored for independence .
Expertise & Qualifications
- International resources sector and financial markets experience (Australia, Canada, USA; operations in PNG, West Africa, New Zealand) .
- Executive banking and M&A expertise from Macquarie .
- Operational HSE experience; committee leadership on sustainability at multiple companies .
Equity Ownership
| As of March 3, 2025 | Common Stock | DSUs/Restricted Units | Options | Total | % of Class |
|---|---|---|---|---|---|
| Sally-Anne Layman | 4,204 (held indirectly via Envision Capital Management Pty Ltd ATF ET Trust) | 6,512 DSUs | — (Company does not grant options) | 10,716 | <1% (percent omitted as all directors <1%) |
| Unvested Director Stock Units (Dec 31, 2024) | Units | Market Value ($) |
|---|---|---|
| Layman | 6,512 | $242,377 (at $37.22) |
- Ownership guidelines: Directors must hold 5x annual cash retainer; newly elected directors have 5 years to comply. As of Dec 31, 2024, all directors met or fell within exceptions (i.e., grace periods) .
- Pledging/Hedging: Not disclosed; no pledging noted for Layman in proxy materials .
Insider Trades
| Date | Filing Type | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| Apr 26, 2024 | Form 4 | Acquisition (Non-Open Market; grant) | 4,212 | $0.00 | 6,512 | |
| May 1, 2025 (filed May 5, 2025) | Form 4 | Statement of changes (stock award grant) | Not disclosed in index | — | — | |
| Nov 6, 2023 | Form 4 | Award/Grant (on director appointment) | Not disclosed in summary | — | — |
Note: DSUs are immediately vested and convert to common upon retirement; they accrue dividend equivalents .
Governance Assessment
- Board effectiveness: Active Safety & Sustainability engagement (6 meetings in 2024), aligned with Newmont’s operational risk and sustainability oversight; high Board-wide attendance (99%) and routine independent director executive sessions support robust independence and oversight .
- Independence and conflicts: Her Imdex directorship was explicitly reviewed; transactions below categorical thresholds and no personal/financial ties were found; Board affirmed independence. No related-party transactions or loans involving Layman disclosed .
- Compensation alignment: Director pay mix is balanced (cash retainer + DSUs). DSUs and ownership guidelines emphasize long-term alignment; no options, no tax gross-ups or special perquisites disclosed for directors. 2024 retainer adjustment for Chair reflects responsiveness to shareholder feedback .
- Ownership: Layman’s beneficial ownership includes indirect common shares via trust and DSUs; below 1% of shares outstanding; within guideline framework for a recently appointed director .
Red Flags
- None identified in proxy disclosures: no pledging, no related-party transactions involving Layman, no attendance concerns, no option repricing or controversial compensation practices for directors .
Signals
- Sector-relevant expertise and committee roles in sustainability likely strengthen oversight of safety/environmental risk, a key driver of investor confidence for a mining company .
- Clear independence review of external roles and strong governance practices (proxy access, majority voting, board refresh) further mitigate conflict risk .