Mark Isto
ROYAL GOLDAbout Mark Isto
Mark Isto (age 65) is a nominee for election as a Class II director at Royal Gold (RGLD). He is a former Executive Vice President and Chief Operating Officer of Royal Gold (retired September 2023) with 40+ years of mining engineering, operations, and project development experience across North and South America and Asia. He is not considered independent under Nasdaq/SEC rules due to his prior employment and a consulting arrangement that will be terminated upon his election to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Gold, Inc. | EVP & COO | Jan 2020 – Sep 2023 | Led operations; deep knowledge of company assets and operations |
| Royal Gold, Inc. | VP, Operations | Jun 2016 – Jan 2020 | Operational leadership |
| RGLD Gold (Canada) Inc. (subsidiary) | Executive Director, Project Evaluation | 2015 – Jun 2016 | Project evaluation |
| First Nickel Inc. | VP, Operations | 2012 – 2014 | Mine operations oversight |
| Kinross Gold Corp. | VP/SVP, Projects Group | 2006 – 2012 | Project development across multiple jurisdictions |
| Golden Sunlight Mines, Inc. (Placer Dome America) | Mine General Manager | 2004 – 2006 | Mine management |
| Placer Dome (global operations) | Chief Engineer; Mine Superintendent; Project Director; Senior Advisor | ~25 years (prior roles) | Technical and operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tri-Star Gold Inc. (TSX-V: TSG) | Director | Feb 2021 – present | Public company directorship |
Board Governance
- Independence status: Not independent because of prior employment (through Sep 2023) and subsequent consulting arrangement; consulting will be terminated in connection with his election .
- Committee assignments: Royal Gold maintains two standing committees (Audit; CNG). Current membership lists do not include Mr. Isto; no committee assignment for him is disclosed. Following Mr. McArthur’s resignation, Ms. Chubbs is anticipated to join the CNG Committee while continuing on Audit .
- Board engagement and attendance: The Board held nine meetings in 2024; all then-serving directors attended all Board and committee meetings and the annual meeting. Executive sessions occur regularly, with the Audit Committee meeting in executive session with auditors three times in 2024 .
- Governance practices: Majority voting, annual self-assessments, independent chair, independent committee membership, quarterly ERM review, cybersecurity oversight, stock ownership guidelines, clawback policy, prohibitions on hedging and pledging, and no tax gross-ups or option repricing without shareholder approval .
Fixed Compensation
| Compensation Element (Non-Employee Directors) | 2024 Program |
|---|---|
| Annual Board cash retainer | $70,000 |
| Board and Committee meeting fees | $1,500 per meeting attended |
| Mine site visit fee | $1,500 per visit |
| Annual retainer for Board Chair | $115,000 |
| Annual retainer for Committee Chairs | $25,000 |
| Annual equity award (restricted stock/RSUs) | $150,000 target value; 1,420 shares granted Mar 1, 2024; 50% vested at grant and 50% on Mar 1, 2025 |
| Director stock ownership guideline | ≥$600,000 in RGLD stock within 5 years of first equity grant; prohibition on hedging/pledging; as of Dec 31, 2024, all non-employee directors exceeded guidelines |
If elected, Mr. Isto would be subject to the standard non-employee director compensation framework above, with no director-specific performance-based pay disclosed .
Performance Compensation
- No director-specific performance-based compensation or metrics are disclosed (director pay comprises cash retainers/fees and time-based equity) .
Employment & Contracts (Consulting Arrangement)
| Term | Detail |
|---|---|
| Agreement | Retirement letter and consulting agreement entered Sep 13, 2023 |
| Hourly rates | US$125/hour (C$ equivalent) up to 64 hours/month; US$100/hour (C$ equivalent) for hours above 64/month, plus reimbursed reasonable expenses |
| 2024 payments | C$120,455 paid under consulting arrangements in 2024 |
| Equity vesting during consulting | Eligible to vest in unvested RSUs and performance shares; 8,761 shares became entitled upon vesting/settlement |
| Status upon Board election | Company intends to terminate the consulting arrangement in connection with his election to the Board |
Other Directorships & Interlocks
- Current public board: Tri-Star Gold Inc. (TSX-V: TSG) .
- No other public company directorships or disclosed interlocks indicated for Mr. Isto. Audit Committee oversees related-person transactions; no related-person transactions reportable for 2024 other than Mr. Isto’s consulting arrangement described above .
Expertise & Qualifications
- Technical mining expertise: Extensive open-pit/underground mining, exploration, geology, metallurgy, operations, and health/safety oversight experience .
- International experience: On-site experience in Brazil, Canada, Chile, Mexico, and Papua New Guinea .
- Executive leadership: Senior roles at Kinross, Placer Dome, First Nickel, Golden Sunlight Mines, and Royal Gold (EVP/COO) .
Equity Ownership
| Holder | Common Stock | Options/SARs Exercisable within 60 Days | Deferred Director Plan Shares (within 60 days) | Total Beneficial Ownership |
|---|---|---|---|---|
| Mark Isto | 25,249 | 1,089 | — | 26,338 |
Company-wide policy prohibits hedging and pledging RGLD securities and requires preclearance for trading; directors must adhere to open window or Rule 10b5-1 plan protocols .
Governance Assessment
- Independence and conflict risk: Mr. Isto is not independent due to recent executive service and a paid consulting arrangement in 2024 (C$120,455), with concurrent equity vesting (8,761 shares). The company plans to terminate the consulting agreement upon his election, which mitigates ongoing conflict but independence remains impacted per listing standards .
- Alignment: Material personal RGLD equity ownership (26,338 shares including exercisable equity) supports alignment; director stock ownership guidelines are robust (≥$600k within 5 years; anti-hedging/pledging), and broader governance practices include majority voting, clawbacks, and no tax gross-ups/repricing .
- Committee effectiveness: Audit and CNG committees met five times each in 2024; all members are independent and financial experts (Audit); CNG uses an independent consultant, benchmarks against a defined peer group, and administers equity plans and succession/governance oversight .
- Shareholder signals: 98% approval on say-on-pay at May 2024 meeting indicates broad support for compensation governance; ongoing investor engagement (45 institutions met in 2024) and transparent governance disclosures bolster investor confidence .
- RED FLAGS: Non-independence status at election; prior related-person consulting arrangement with cash payments and concurrent equity vesting; vigilance warranted on cessation of consulting and future committee assignments to ensure robust independent oversight .