Daniel Breeze
ROYAL GOLDAbout Daniel Breeze
Senior Vice President, Corporate Development at RGLD Gold AG (Royal Gold’s Swiss subsidiary); joined Royal Gold in January 2019 and is paid in Swiss francs, with 2024 base salary set at CHF 453,000 ($514,649 USD equivalent) . Background spans >25 years across mining finance and geotechnical engineering: Managing Director, Equities at BMO Capital Markets in Zürich (2010–2018), UBS Investment Bank Equities Group (prior to 2010), and geotechnical/mining at Golder Associates; degrees include MEng and MBA (University of Toronto) and BSc Civil Engineering (University of Manitoba); registered Professional Engineer . Age not disclosed in 2025 proxy; prior proxies list age 50 in 2023 . 2024 company performance context: record revenue $719.4M, operating cash flow $529.5M, net income $332.0M; burn-rate 0.10% average over 3 years; shareholder-friendly practices include no option repricing, no tax gross-ups, robust clawback, and anti-hedging/pledging .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royal Gold, RGLD Gold AG | SVP Corporate Development (previously VP) | 2019–present | Lead corporate development from Switzerland; board member of RGLD Gold AG subsidiary . |
| BMO Capital Markets | Managing Director, Equities (Mining focus) | 2010–2018 | Built global mining relationships; sector coverage in Zürich . |
| UBS Investment Bank | Equities Group (Paris, London, Toronto) | Prior to 2010 | Extensive work with NA/EU mining companies across commodities . |
| Golder Associates | Geotechnical/Mining team | Pre-banking | Technical mining, construction, project management foundation . |
External Roles
- Not disclosed in 2025 proxy; no public company directorships listed for Breeze in recent proxies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $432,800 | $495,441 | $514,649 |
| Base Salary (CHF) | CHF 445,000 (end-2023) | — | CHF 453,000 (2024) |
| Target Bonus % of Base | 75% (NEO standard) | 75% | 75% |
| Target STI (local currency) | — | — | CHF 339,750 |
| Actual STI (local currency) | CHF 399,288 (USD-reported) | CHF 380,766 (USD-reported) | CHF 355,000; 104.5% of target |
Performance Compensation
Short-Term Incentive (2024)
| Metric | Weight | Target | Actual | Component Payout |
|---|---|---|---|---|
| Gross GEO Production | 30% | 100% | 110% | 33.0% (Breeze) |
| Net GEOs in Reserves & M&I | 20% | 100% | 15% | 3.0% (Breeze) |
| Expense Control (Adj. Cash G&A) | 10% | 100% | 143% | 14.3% (Breeze) |
| Stewardship & Risk Mgmt | 15% | Committee | 175% | 26.3% (Breeze) |
| Individual Performance | 25% | Committee | 28.0% (score) | 28.0% (Breeze) |
| Overall Score | — | 100% | 104.5% | 104.5% (Breeze) |
Notes: Short-term measures tie directly to Royal Gold’s gold-levered business model and capital discipline; CNG highlights included >$100M royalty deployment from cash, $250M revolver repayment, $1.2B liquidity, and carbon neutrality maintained .
Long-Term Incentive (2024 Grants)
| Award Type | Grant Date | Shares/Units (Target) | Vesting | Metric/Scale | Grant Date FV |
|---|---|---|---|---|---|
| PSUs (TSR) | 3/1/2024 | 4,240 | Cliff at 3 years | TSR vs peer: 35th=0%, 60th=100%, 85th=200% | $422,953 |
| RSUs (time-based) | 3/1/2024 | 4,170 | Ratable over 3 years (begins 1st anniversary) | Service-based | $440,561 |
Recent PSU outcomes: 2021 grant vested at 88% (57th percentile), 2022 grant at 96% (59th percentile); total NEO performance shares vested in 2024 were 27,586 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Share Ownership (12/31/2024) | 16,092 shares; guideline compliance 4.7x salary (guideline 2x) . |
| Ownership as % of Shares Outstanding | ~0.0245% (16,092 / 65,806,036) . |
| Unvested RSUs | 603 (2020), 557 (2022), 1,933 (2023), 4,170 (2024); total 7,263 . |
| Unearned PSUs (target) | 356 GEO PSAs (2020); 1,700 (2022 TSR), 2,950 (2023 TSR), 4,240 (2024 TSR) . |
| Options/SARs (Exercisable) | 3,500 @ $84.64 exp 1/2/2029; 5,460 @ $124.60 exp 8/13/2029; 6,250 @ $139.84 exp 8/18/2030 . |
| In-the-money (12/31/2024 close $131.85) | $84.64 and $124.60 strikes are ITM; $139.84 is OTM at 12/31/2024 . |
| 2024 Exercises/Vesting | Options: none exercised; Stock awards vested: 7,019 shares valued $920,694 . |
| Hedging/Pledging | Prohibited under Insider Trading Policy (includes options/derivatives and pledging bans) . |
| Ownership Guidelines | Executives must retain 50% of net shares from awards until guideline met; compliance evaluated annually using VWAP methodology . |
Employment Terms
| Term | Breeze-Specific |
|---|---|
| Employment Agreement | With RGLD Gold AG; began Jan 1, 2019; indefinite term . |
| Severance – No Change of Control | Cash equal to base salary + 3-year avg STI; estimated $911,503 as of 12/31/2024 . |
| Severance – With Change of Control (Double Trigger) | 1.5x base salary + 1.5x 3-year avg STI; estimated cash $1,367,255; accelerated vesting of RSUs ($957,627) and PSUs ($2,511,874) → total $4,836,756 . |
| Non-Compete/Non-Solicit | 12 months post-termination . |
| Clawback | Expanded in Nov 2023; mandatory restatement recoupment and discretionary for improper conduct, 3-year lookback . |
| Change-of-Control Equity Treatment | Double-trigger vesting; no automatic single-trigger payout if assumed by successor . |
| Pension/Benefits | Swiss pension contributions; employer paid $52,940 in 2024; modest insurance benefits . |
| Tax Gross-ups | None, including for change-of-control . |
| Trading Controls | Preclearance required; limited windows or Rule 10b5-1 plans with 90-day cooling-off; min 6-month holding for open-market purchases . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $432,800 | $495,441 | $514,649 |
| Non-Equity Incentive (USD) | $399,288 | $380,766 | $403,312 |
| All Other Compensation (USD) | $32,615 | $50,877 | $63,164 |
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (USD) | $464,679 | $761,710 | $863,513 |
| 2024 Grants Detail | — | — | PSUs 4,240 ($422,953); RSUs 4,170 ($440,561) |
Compensation Structure Analysis
- Shift toward performance equity: PSUs tied to relative TSR represent half of LTI value; RSUs ratably vest across 3 years to balance retention and risk .
- Target LTI increased in 2024 to 150–225% of base for non-CEO NEOs; Breeze moved to ~175% target, raising equity mix and long-term alignment .
- Short-term plan increased quantitative weighting to 60% (from 47.5%), emphasizing measurable operating discipline and gold-levered GEO metrics .
Equity Ownership & Alignment
| Guideline | Requirement | Status |
|---|---|---|
| Executive Ownership Multiple | 2x salary (Breeze) | 4.7x salary; in compliance |
| Pledging/Hedging | Prohibited | Policy-compliant; no pledges disclosed |
| Shares Outstanding (3/27/2025) | 65,806,036 | Breeze ownership ≈0.0245% |
Employment & Contracts
| Clause | Summary |
|---|---|
| Term/Auto-Renewal | Indefinite term; non-renewal termination not applicable . |
| Severance Multiples | 1.5x salary and 1.5x avg STI on CoC; salary+avg STI otherwise . |
| Triggers | Double trigger for equity on CoC; forfeiture rules for TSR shares outside CoC . |
| Non-Compete/Non-Solicit | 12 months post-termination . |
| Clawback | Mandatory (restatement) + discretionary (improper conduct) . |
Performance & Track Record
- Company TSR context: $100 invested returned $137.1 by 2024 vs peer index $177.7; NEO PSU outcomes in 2024 reflected TSR in 57–59th percentile (88–96% payout) .
- Operating outcomes: record 2024 revenue ($719.4M), operating cash flow ($529.5M), net income ($332.0M), and 301,500 GEOs; liquidity $1.2B .
Risk Indicators & Red Flags
- Option repricing: prohibited; none observed .
- Tax gross-ups: none, including CoC .
- Hedging/pledging: prohibited; Insider Trading Policy restricts derivatives, margin, short selling, pledging .
- Related party transactions: none in 2024 beyond disclosed consulting arrangement with former COO Isto (terminated upon Board election) .
Compensation Peer Group (Benchmarking)
- Royal Gold positioned at ~60th percentile market cap vs gold peers; CNG targets NEO total direct compensation near peer median, adjusted for experience and tenure .
- TSR peer group for PSUs draws from North American gold miners (GDX constituents plus streaming peers) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 98% .
- Active investor engagement (45 institutions; 33% ownership engaged) with focus on strategy and capital allocation .
Expertise & Qualifications
- Degrees: MEng, MBA (Univ. of Toronto), BSc Civil Engineering (Univ. of Manitoba); P.Eng registration .
- Technical/commercial experience across mining finance and geotechnical disciplines; international assignments in Europe and Canada .
Equity Ownership & Vesting Schedules
- RSUs: Ratable over 3 years from grant date anniversary (e.g., March 1, 2024 grants vest on first, second, third anniversaries) .
- PSUs: 3-year TSR measurement with linear interpolation 35th→85th percentile range .
- Options/SARs: 10-year terms; 2019–2020 grants exist with mixed moneyness at 12/31/2024 .
Investment Implications
- Alignment is strong: Breeze exceeds ownership guidelines (4.7x salary), equity-heavy mix with TSR PSUs and 3-year vesting, and strict anti-hedging/pledging plus clawback reduce misalignment risk .
- Near-term selling pressure appears limited: no option exercises in 2024, and a portion of RSU/PSU vesting may be retained under ownership rules; however, in-the-money options at $84.64 and $124.60 could be monetized opportunistically if windows and plans permit .
- Retention risk modest: indefinite-term Swiss agreement, standard 12-month non-compete, and competitive severance economics (1.5x salary+bonus on CoC) support stability, while performance-balanced STI/LTI frameworks mitigate overemphasis on short-term outcomes .
- Trading signals: watch TSR PSU cycles (2025/2026 evaluation dates) and any Form 4 activity around vest/exercise windows; governance posture (98% say-on-pay, no tax gross-ups, no repricing) suggests low headline risk .