Jamie Sokalsky
ROYAL GOLDAbout Jamie Sokalsky
Jamie Sokalsky, age 67, is an independent Class I director of Royal Gold (RGLD) who has served on the Board since August 2015. He is Chair of the Audit Committee (since January 1, 2022), has been a member of the Audit Committee since August 2015, and is designated an “Audit Committee Financial Expert.” His background includes over 30 years in mining, notably at Barrick Gold Corporation where he served as CFO (1999–2012) and later CEO, President, and director (2012–2014). He is recognized as a finance and strategic planning expert with experience leading a large global mining company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barrick Gold Corporation | Treasurer & Vice President; CFO; CEO/President/Director | Mining experience began 1993; CFO 1999–2012; CEO/President/Director 2012–2014 | Led finance and later the enterprise at a large global miner; deep exposure to issues facing complex global companies |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Probe Gold Inc. | TSX: PRB | Chairman of the Board | 2015 – present | Current public company directorship |
| Agnico Eagle Mines Ltd. | NYSE: AEM | Lead Director | 2015 – present | Current public company directorship |
- Independent directors at Royal Gold average one outside public company board; Sokalsky currently holds two, within market norms but above the board’s average figure disclosed in governance highlights .
Board Governance
- Independence and tenure: Independent director since 2015; Class I term expires 2027 .
- Committee assignments: Audit Committee Chair (since Jan 1, 2022); Audit Committee member since 2015; designated Audit Committee Financial Expert .
- Committee activity: Audit Committee held 5 meetings in 2024; CNG Committee held 5 meetings in 2024 .
- Attendance: The Board held 9 meetings in 2024; each director attended all Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Board leadership and independence: The Board Chair (William Hayes) is independent and has served as Chair since May 2014; if the Chair were not independent, a lead independent director would be appointed per Governance Guidelines .
- Audit oversight and controls: Audit Committee oversees financial statements, internal controls, compliance, related party approvals, capital/liquidity, and cybersecurity; all Audit members are independent and financial experts under SEC rules .
- Auditor oversight: Pre-approval policy for audit and non-audit services; Chair may approve certain permitted services with reporting to the committee; all 2024 services were preapproved. Audit Committee recommended inclusion of audited 2024 financials in the 10‑K; membership includes Sokalsky (Chair) .
Fixed Compensation
| Component (Non-Employee Directors) | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer | $70,000 | Paid quarterly in cash |
| Board & Committee Meeting Fee | $1,500 per meeting attended | Paid quarterly in cash |
| Mine Site Visit Fee | $1,500 per site visit | Paid quarterly in cash |
| Committee Chair Retainer | $25,000 | Annual, per committee chair (Sokalsky as Audit Chair) |
| Board Chair Retainer | $115,000 | Not applicable to Sokalsky |
| Director | 2024 Fees Earned or Paid in Cash ($) | 2024 Stock Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Jamie Sokalsky | 117,500 | 150,023 | 267,523 |
- Program design: Annual equity award targeted at $150,000; in 2024, non-employee directors received 1,420 restricted shares/RSUs on March 1, 2024, vesting 50% immediately and 50% on March 1, 2025 .
- Benchmarking: The CNG Committee, advised by independent consultant WTW (Towers Watson), reviewed 2024 director pay, found levels in line with market, and made no changes to aggregate annual retainer and equity award .
Performance Compensation
| Equity Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual equity grant (restricted stock/RSUs) | $150,000 target value; 1,420 shares/RSUs (granted Mar 1, 2024) | 50% at grant; 50% on Mar 1, 2025 | Four of six non-employee directors deferred 2024 equity into the Director Deferred Compensation Plan (deferrals retain vesting conditions) |
- Directors do not receive performance-based metrics (e.g., TSR/EBITDA targets); equity grants are time-based restricted stock/RSUs; no option awards disclosed for directors in 2024 .
- Plan guardrails: 2025 Incentive Plan includes no repricing without shareholder approval, minimum vesting (with limited exceptions including non-employee directors), double-trigger change-in-control, no tax gross-ups, and a $750,000 annual cap on awards to any non-employee director (extraordinary exception permitted with recusals) .
Other Directorships & Interlocks
| External Company | Role | Potential Interlock/Conflict at RGLD |
|---|---|---|
| Probe Gold Inc. (PRB) | Chairman | No related person transactions requiring disclosure for 2024; Audit Committee oversees related person transactions |
| Agnico Eagle Mines Ltd. (AEM) | Lead Director | No related person transactions requiring disclosure for 2024; Audit Committee oversees related person transactions |
- Related party status: “There were no related person transactions required to be reported under SEC rules relating to 2024” (other than a disclosed consulting arrangement with another director), and the Audit Committee reviews/approves any such transactions; this mitigates conflict concerns arising from external roles .
Expertise & Qualifications
- Finance and strategic planning expert; CEO/CFO/operating leadership experience at a global miner; skill set includes business development/capital markets/finance/M&A, accounting, corporate governance, human capital management, international business, and risk management .
Equity Ownership
| Holder | Common Stock | Stock Options/SARs Exercisable within 60 Days | Shares Issuable within 60 Days under Director Deferred Compensation Plan | Total Beneficial Ownership |
|---|---|---|---|---|
| Jamie Sokalsky | 11,200 | — | 9,409 | 20,609 |
- Ownership guidelines: Non-employee directors must own shares worth at least $600,000 within five years of first equity grant; as of December 31, 2024, all non-employee directors exceeded the guideline; average director holdings equal 3.4x the $600,000 target .
- Trading/pledging: Company policy prohibits hedging and pledging of Royal Gold stock; trading subject to preclearance and open windows/10b5‑1 rules .
Governance Assessment
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Strengths for investor confidence
- Independent Audit Chair with deep CFO/CEO experience; all Audit Committee members are financial experts; strong oversight mandate includes financial integrity, controls, compliance, cybersecurity, capital and liquidity, and related-party approvals .
- 100% attendance (Board and committees) in 2024; robust executive sessions, including three with external auditors; indicates high engagement .
- Director pay is equity-heavy (2024: $150,023 equity vs $117,500 cash for Sokalsky), with clear vesting and no option repricing; overall program benchmarked by an independent consultant and aligned to market .
- Strong policy framework: no related person transactions requiring disclosure in 2024, prohibition on hedging/pledging, clawback policy for incentive awards, double-trigger CIC, preapproval of auditor services, and an annual cap on director awards .
- Independent Board Chair structure with majority-independent Board (6/7 current, moving to 5/7 post-meeting) supports independent oversight .
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Watch items / potential conflicts
- Multiple external public boards (Probe Gold Chair, Agnico Lead Director) create industry interlocks; while no 2024 related person transactions were disclosed, investors should monitor for future commercial overlaps. The Audit Committee (chaired by Sokalsky) is explicitly responsible for reviewing related person transactions, which mitigates risk .
- Director equity awards are time-based (not performance‑based); however, the program’s ownership guidelines and prohibitions on hedging/pledging help maintain alignment .
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Bottom line: Sokalsky’s deep financial and operating experience in mining, independent status, perfect attendance, and leadership as Audit Chair support board effectiveness and investor confidence, with appropriate safeguards around conflicts and alignment through ownership and policy controls .