Fabiana Chubbs
ROYAL GOLDAbout Fabiana Chubbs
Fabiana Chubbs is an independent Class III director of Royal Gold, Inc. (RGLD), age 59, serving since November 2020, with her current term expiring in 2026; she is designated an Audit Committee Financial Expert and sits on the Audit Committee . She formerly served as CFO of Eldorado Gold (2011–April 2018) after joining in 2007 to lead treasury and risk; prior roles include Senior Manager at PwC Canada for ten years, and earlier experience at PwC Argentina and IBM in her native Argentina . She holds dual degrees from the University of Buenos Aires (CPA bachelor’s and BBA) and is a Chartered Public Accountant in Canada, with core credentials in internal controls, risk management, and financial reporting for global mining companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eldorado Gold Corporation | Chief Financial Officer | 2011–Apr 2018 | Led finance; expertise in Sarbanes–Oxley internal controls and risk management |
| Eldorado Gold Corporation | Treasury & Risk Lead | 2007–2011 | Treasury and risk leadership |
| PwC Canada | Senior Manager (Audits of public mining and technology companies) | 10 years | Independent audit, SOX controls expertise |
| PwC Argentina; IBM (Argentina) | Various roles | Not disclosed | Early-career finance/technology exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lithium Americas Corp. (TSX/NYSE: LAC) | Director | Jun 2019–present | Public company board experience; global mining/energy exposure |
Board Governance
- Independence: The Board determined Ms. Chubbs is independent under SEC and Nasdaq standards; 6 of 7 current directors are independent, moving to 5 of 7 post-2025 meeting (71% independent) .
- Committees: Audit Committee member (since Nov 2020) and Audit Committee Financial Expert; anticipated to join the Compensation, Nominating & Governance (CNG) Committee after Mr. McArthur’s resignation while continuing on Audit .
- Committee leadership: Audit Chair is Jamie Sokalsky; CNG Chair is Sybil Veenman .
- Board/Committee activity: Board held 9 meetings in 2024; Audit held 5; CNG held 5; each director attended all Board and committee meetings they served on during 2024 (100% attendance) .
- Executive sessions: Independent directors meet regularly; Audit held three executive sessions with external auditors in 2024 .
- Governance policies: Majority voting; separate Chair/CEO; stock ownership guidelines; anti-hedging/anti-pledging; clawback; no option repricing; independent comp consultant retained by CNG .
Fixed Compensation
| Element (Non-employee Directors) | 2024 Program | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $70,000 | Paid quarterly in cash |
| Board & Committee Meeting Fees | $1,500 per meeting attended | Cash |
| Site Visit Fees | $1,500 per mine site visit | Cash |
| Board Chair Retainer | $115,000 (cash) | Chair only |
| Committee Chair Retainer | $25,000 (cash) | Committee chairs |
| Annual Equity Award | $150,000 equity value target | 1,420 restricted shares/RSUs granted Mar 1, 2024; 50% vested immediately; 50% on Mar 1, 2025 |
| Deferred Compensation Plan | Available; 4 of 6 non-employee directors deferred 2024 equity | Deferrals subject to the same vesting |
| Director | 2024 Fees Earned or Paid in Cash ($) | 2024 Stock Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Fabiana Chubbs | 92,500 | 150,023 | 242,523 |
- Mix analysis: For Ms. Chubbs in 2024, equity represented ~$150,023 of $242,523 total (≈62%), with cash fees ≈38%, aligning director incentives with shareholder outcomes .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked metrics for director pay | None disclosed; director equity awards are time-based restricted stock/RSUs (not performance-conditioned) |
| Equity vesting cadence | 2024 director equity grant: 1,420 restricted shares/RSUs; 50% vested at grant; 50% vests one year later (Mar 1, 2025) |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging by directors |
Other Directorships & Interlocks
| Company | Relationship to RGLD | Interlock/Conflict Notes |
|---|---|---|
| Lithium Americas Corp. | Unrelated industry (lithium); not a RGLD operator/customer | No related-person transactions disclosed; Audit Committee oversees related-party approvals; none required for 2024 beyond a consulting arrangement with a separate individual (Mr. Isto) |
Expertise & Qualifications
- Financial leadership: Former CFO of a large public mining company; extensive international operations oversight .
- Audit and controls: Audit Committee Financial Expert; deep SOX internal controls and risk management expertise; prior PwC audit background .
- Global mining: 25+ years in mining sector; cross-border experience informing risk and capital allocation oversight .
- Technology/compliance: Experience with technology and regulatory compliance environments in public companies .
Equity Ownership
| Holder | Common Stock | Options/SARs Exercisable ≤60 Days | Shares Issuable ≤60 Days (Director Deferred Plan) | Total Beneficial Ownership |
|---|---|---|---|---|
| Fabiana Chubbs | — | — | 5,129 | 5,129 |
- Director stock ownership guidelines: Minimum $600,000 value within five years of first equity grant; evaluation uses higher of cost/grant value or market value; all non-employee directors exceeded guidelines as of Dec 31, 2024; average holdings ≈3.4x requirement .
- Pledging/Hedging: Prohibited under Insider Trading Policy; directors must seek preclearance and abide by trading windows/Rule 10b5-1 plan requirements .
Governance Assessment
- Board effectiveness: Chubbs brings CFO-level financial rigor and SOX/internal controls oversight; designated Audit Committee Financial Expert; consistent 100% meeting attendance supports strong engagement .
- Alignment and incentives: Director pay emphasizes equity (~62% of her 2024 total), with time-based vesting and prohibitions on hedging/pledging, enhancing alignment without encouraging excessive risk; ownership guidelines met across directors .
- Conflicts and related party: No related-person transactions involving Chubbs disclosed for 2024; Audit Committee reviews and approves any such transactions; none reported beyond a separate consulting arrangement with a former executive nominee .
- Shareholder signals: Governance practices include majority voting, independent Chair, independent committee membership, clawback policy; Say-on-Pay approval was 98% in May 2024, indicating broad investor confidence in compensation oversight .
- Forward considerations: Post-2025 meeting committee rebalancing anticipates Chubbs joining CNG while remaining on Audit, increasing her influence over compensation and nominations; independence remains majority albeit decreases to 71% with addition of a non-independent director (Mr. Isto), warranting continued monitoring of committee independence and composition .