Tom Palmer
NEWMONT Corp /DE/About Tom Palmer
Tom Palmer, 57, is Newmont’s President and Chief Executive Officer and a Director since October 1, 2019, with prior roles including President, President & COO, EVP & COO, and senior leadership across Asia Pacific and Indonesia; he holds Bachelor and Master of Engineering degrees from Monash University . Under his tenure, Newmont delivered $6.3B cash from operations and a record $2.9B Free Cash Flow in 2024, while producing 6.8Moz of gold and 153kt of copper and returning $2.3B to shareholders; debt was reduced below $8.0B and year-end cash was $3.6B with total liquidity $7.7B . CEO pay outcomes have trended with shareholder experience: 2024 CEO Realized Pay was 52% below Target Pay, and the 2022 PSU award vested at 0%; the value of a fixed $100 Newmont investment was $91.57 at 2024 year-end, with a three-year average of $102 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Newmont | President & CEO; Director | CEO since 10/1/2019; Director since 10/1/2019 | Led integration of 2023 acquisition, portfolio rationalization, and cost/productivity focus; record FCF in 2024 |
| Newmont | President; President & COO; EVP & COO | President since 6/2019; President & COO 11/2018–6/2019; EVP & COO since 5/2016 | Oversaw global operations, safety programs, and organizational design |
| Newmont | SVP Asia Pacific; SVP Indonesia | SVP Indonesia since 3/2014; SVP Asia Pacific since 2/2015 | Regional leadership in Australia/Indonesia; operational oversight and stakeholder engagement |
| Rio Tinto | Various senior operating/technology roles | ~20 years | Operational leadership across bauxite/alumina, coal, copper, iron ore; technology and asset management |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| International Council on Mining and Metals (ICMM) | Chair of CEO Advisory Group on Social Performance; member Administrative Committee | Current | Sector-level governance on social performance and sustainability |
| World Gold Council (WGC) | Vice Chair; Chairs Sustainability Taskforce; serves on Administrative and Compensation Committees | Current | Drives ESG standards and industry frameworks in gold mining |
| World Economic Forum | Mining & Metals Board of Governors | Current | Global industry positioning and strategic dialogue |
| Minerals Council of Australia | Prior Board member; former Chair of Health & Safety Committee | Prior | Safety leadership and industry policy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,406,071 | $1,435,000 | $1,490,192 |
| Target Bonus ($) | — | $2,152,500 (150% of base pay for 2023 design) | $2,152,500 (2024 plan threshold/target/max schedule) |
| Actual Bonus Paid ($) | $2,003,181 | $710,325 | $1,719,848 (79.9% of target after LDCC negative discretion) |
| All Other Compensation ($) | $46,529 | $53,350 | $78,666 |
| Total Compensation ($) | $13,654,538 | $11,747,104 | $12,965,126 |
Notes:
- 2024 annual incentive payout equaled 79.9% of target following LDCC application of negative discretion; corporate metrics summary below .
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Target | Result | % Achievement | Weighted Payout |
|---|---|---|---|---|---|
| Cash Sustaining Costs per GEO (CSC/GEO) | 30% | $1,361 | Below target due to lower production and higher costs | 47.2% | 14.2% |
| Attributable Adjusted Free Cash Flow ($M) | 30% | $538 | Above target; 161.3% achievement | 161.3% | 48.4% |
| Newcrest Integration Synergies ($M) | 10% | $300 | Above max; driven by Full Potential and supply chain | 200.0% | 20.0% |
| Fatality Risk Management (FRM) + RSPE modifier | 20% | CCVs per role tier | >990,000 CCVs conducted | 128.0% | 25.6% |
| Water Consumption Efficiency | 5% | ≤2023 value | 11 of 16 sites met/exceeded | 125.9% | 6.3% |
| Local/Indigenous Employment | 5% | Public goal | 11 of 16 sites nearly/met/exceeded | 107.1% | 5.4% |
| Total Unadjusted Performance | — | — | — | — | 119.9% |
| Overall Adjusted Performance (LDCC discretion) | — | — | — | — | 79.9% |
2024 CPB Attributable Adjusted FCF reconciliation: $6,363 Net cash from operations − $45 discontinued ops − $3,402 capex = $2,916 FCF; CPB Adjusted FCF $2,084 after allowable adjustments .
2024 CPB Adjusted CSC per GEO: CPB Adjusted CSC $10,871 and CPB adjusted GEO 7.451Moz → $1,459 per GEO .
Long-Term Incentive Design and Grants
- PSU program design (2025): rTSR 60%, ROCE 30% (increased from 20% due to removal of temporary Executive Female Representation metric), Scope 1 & 2 carbon emission reduction project milestones 10% .
- 2024 Grants (Tom Palmer):
- RSU: 105,520 shares; grant-date fair value $3,166,655 (FMV $30.01 on 2/26/2024) .
- PSU: Target 75,668 shares (FMV $30.01), Monte Carlo fair value $3,848,751 (113,499 Monte Carlo units valued at $33.91) .
- Aggregate Stock Awards value in 2024 Summary Compensation: $9,286,203 (RSUs+PSUs) .
- PSU outcomes alignment:
- 2022 PSU paid out at 0% in Feb 2025; 3-year PSU vesting is performance-dependent .
Pay versus Performance (context)
| Metric | 2022 | 2023 | 2024 | 3-Year Avg |
|---|---|---|---|---|
| CEO Target Pay ($) | 12,487,500 | 12,487,500 | 13,087,500 | 12,687,500 |
| CEO Realized Pay ($) | 14,456,990 | 7,214,541 | 6,255,193 | 9,308,908 |
| Realized Pay as % of Target | 116% | 58% | 48% | 73% |
| Value of $100 Investment (TSR) | $113 | $101 | $92 | $102 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 119,855 common shares as of March 3, 2025 (less than 1% of outstanding) ; shares outstanding 1,127,257,530 . Computed ownership ≈ 0.0106% (119,855/1,127,257,530). |
| Unvested RSUs (Dec 31, 2024) | 14,938; 45,634; 104,747 unvested RSUs; vesting dates Feb 2025/2026/2027 . |
| Outstanding PSUs (Target) | 2022: 93,059 (vested pro-rata at 0% on exit dates for others; CEO at program-end); 2023: 121,063; 2024: 189,167; 3-year cliff with max 200% . |
| Ownership Guidelines | CEO required to hold 6x salary; executives must hold ≥50% of vested LTI until guideline met; as of Dec 31, 2024, all NEOs met or fell within exceptions . |
| Hedging/Pledging | Strict prohibition on hedging, pledging, short sales; pre-approval required for trades; no exceptions requested . |
| Trading Restrictions | Blackout windows and pre-clearance for executives per Stock Trading Standard . |
Potential selling pressure flags: Significant RSU tranches vest in Feb 2025/2026/2027 (105,520 RSUs granted in 2024 vest pro-rata over three years), and PSU cycles conclude in 2026–2027; however, ownership guidelines and anti-hedging/pledging policy reduce misalignment risk .
Employment Terms
| Provision | Key terms |
|---|---|
| Severance Plan (Termination not for cause) | CEO receives 24 months of base salary, pro-rated actual bonus, pro-rata PSU/RSU, medical benefits (≤18 months), outplacement (≤12 months); termination benefits contingent on release and restrictive covenants . |
| Change of Control Plan | Double-trigger vesting; executives receive 2x “annual pay” (salary + highest cash bonus in prior 3 years + highest matching contribution); Tom Palmer under 2008 plan receives 3x “annual pay”; no 280G tax gross-ups . |
| Clawback Policy (effective Mar 1, 2025) | Mandatory recovery for restatements per NYSE Rule 10D-1; expanded to include misconduct (willful failure, illegal conduct, gross negligence, reputational harm), recovery of cash awards (e.g., sign-on), time-based equity, and supplemental retirement benefits; no indemnification for clawbacks . |
Estimated potential payments (as of Dec 31, 2024):
| Scenario | Total ($) | Key components |
|---|---|---|
| Retirement | $14,389,963 | PSU payout $8,814,515; RSU acceleration $3,340,160; bonus $2,235,289 |
| Termination Not for Cause | $16,299,383 | Base benefit $2,870,000; PSU payout $8,814,515; RSU acceleration $2,281,549; bonus $2,235,289; benefits/outplacement $98,031 |
| Termination After Change of Control | $26,405,937 | CIC payment $10,762,500; RSU acceleration $6,181,944; PSU $6,195,827; bonus $2,235,289; benefits/outplacement $99,025 |
| Death | $18,792,977 | Life insurance $1,500,000; RSU acceleration $6,153,173; PSU $8,814,515; bonus $2,235,289; disability/life/benefits |
| Disability | $17,202,977 | RSU acceleration $6,153,173; PSU $8,814,515; bonus $2,235,289; disability coverage $90,000 |
Board Governance
- Role/Service: Director since 2019; member of Executive-Finance Committee (with the Independent Chair and Audit Chair) .
- Independence: Board determined all current members except the CEO are independent under NYSE rules; Newmont maintains an Independent Chair structure .
- Committees: Audit, Leadership Development & Compensation (LDCC), Corporate Governance & Nominating, Safety & Sustainability committees — all members independent; Executive-Finance operates as-needed and includes CEO .
- Attendance and sessions: 12 Board and 25 Committee meetings in 2024 with 99% attendance by incumbents; executive sessions held with CEO and separately among independent directors at each regular meeting .
- Say-on-Pay: 92.6% support at 2024 Annual Meeting; ongoing investor engagement informs program changes .
Dual-role implications: The Independent Chair model, robust committee independence, and regular executive sessions mitigate typical CEO/Director independence concerns; LDCC retains authority over executive pay with FW Cook as independent consultant, and CEO pay decisions are ratified by the full independent Board .
Director Compensation (context for Tom Palmer’s board service)
- Non-employee director compensation excludes the CEO; Tom Palmer’s compensation appears solely in NEO tables, not director compensation disclosures .
Compensation Structure Analysis
- Pay mix: 89.0% of CEO target compensation is at risk (variable) vs 80.7% for other NEOs; PSU and RSU values are sensitive to stock price and performance, aligning pay with shareholder outcomes .
- Metric evolution: 2024 plan streamlined metrics (6 vs 11 in 2023), raised financial weighting to 70% while maintaining sustainability at 30%; 2025 annual plan maintains six metrics, updates safety indicators, and replaces integration metric with culture metric .
- PSU metrics: Increased ROCE weighting to 30% with continued rTSR emphasis; removal of temporary Executive Female Representation metric as culture moved to annual bonus in 2025 .
- Discretion and risk controls: LDCC applied negative discretion (40 percentage points) to 2024 annual incentive; third-party risk assessment found no excessive risk-taking incentives; clawback scope expanded in 2025 .
Expertise & Qualifications
- Technical and operating depth across major commodities, global regions, and complex projects; leadership in safety culture programs and industry sustainability initiatives .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approved with 92.6% votes “For”; structured stockholder outreach across holders owning ≥0.5% of shares influences program design changes .
Equity Ownership & Pledging
- CEO ownership guidelines at 6x salary; policy requires holding ≥50% of vested LTI until compliance; strict anti-hedging and anti-pledging with no exceptions requested .
Employment & Contracts
- No individual employment agreement; severance/change-of-control terms governed by Executive Severance Plan and Executive Change of Control Plans (2008 plan for CEO) with double-trigger equity vesting and no tax gross-ups .
Investment Implications
- Alignment: High at-risk mix, rTSR- and ROCE-based PSUs, and rigorous clawback policy align incentives with long-term value creation; CEO realized/pay outcomes track TSR, with zero PSU payout for 2022 reinforcing performance sensitivity .
- Retention/turnover risk: Three-times annual pay CIC benefit (CEO) and sizable equity acceleration under double-trigger provide retention in M&A scenarios but create potential payout optics; absence of tax gross-ups is governance-positive .
- Execution focus: 2024 performance hinged on FCF strength and synergy capture versus cost discipline; sustained outperformance will require CSC/GEO improvements and safety enhancements following four fatalities in 2024 .
- Trading signals: February RSU vesting cadence (2025–2027) and PSU cliffs (2026–2027) may create episodic supply, tempered by ownership guidelines and anti-pledging; monitoring Form 4 filings around these dates is prudent .