Martin Raffield
ROYAL GOLDAbout Martin Raffield
Senior Vice President, Operations at Royal Gold (RGLD). Joined Royal Gold in January 2022 as Vice President, Operations; promoted to SVP, Operations in March 2024, with >30 years of underground and open pit experience across North/South America, Africa, and Europe. Holds a Ph.D. in geotechnical engineering and a B.Sc. . In 2024, RGLD delivered record revenue ($719.4M), record operating cash flow ($529.5M), and record earnings ($332.0M), with 301.5k GEOs and $1.2B of liquidity—operationally relevant outcomes for an operations lead . Say‑on‑pay support remained strong (2024: 98% approval; 2025 vote tally For 52.59M/Against 1.02M/Abstain 0.13M), underscoring investor alignment with incentive design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Harte Gold Corp. | Executive Vice President & Chief Operating Officer | Nov 2019 – Sep 2020 | Operational turnaround/execution at underground gold operations . |
| Golden Star Resources | Executive Vice President & Chief Technical Officer; SVP, Project Development & Technical Services | 2011 – 2019 | Led project development, technical services, and portfolio execution across operations . |
| SRK Consulting (USA) | Principal Consultant & Practice Leader | 2007 – 2010 | Led technical studies and reviews; practice leadership in consulting . |
| Breakwater Resources; Placer Dome; Johannesburg Consolidated Investments | Mining Manager; Chief Engineer; Manager Rock Engineering | Pre‑2007 | Line management and technical leadership at Myra Falls, Campbell Mine, South Deep (rock engineering/operations) . |
| MREng LLC (independent) | Principal (Consulting) | 2021 | Independent advisory prior to joining Royal Gold . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Harte Gold Corp. | EVP & COO | 2019–2020 | C‑suite operating leadership at a public gold miner . |
| Golden Star Resources | EVP & CTO; SVP, Projects & Technical | 2011–2019 | Multi‑asset technical governance and project delivery . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $382,337 | $445,000 (7.2% market adjustment) |
| All other compensation ($) | $37,224 | $42,535 (Retirement $38,500; Life/Disability $792; LTD $3,243) |
Notes: Base salary moved toward peer median following promotion to principal operating officer role in Sep 2023 and SVP in Mar 2024 .
Performance Compensation
Short‑Term Incentive (STI)
- Design and weights (2024): Gross GEO Production 30%; Net GEOs in Reserves & M&I Resources 20%; Expense Control (Adj. Cash G&A) 10%; Stewardship & Risk Management 15%; Individual 25% .
- 2024 company results: GGP 110% of target; Net GEOs 15%; Expense Control 143%; Stewardship & Risk 175% .
- Individual overall STI scores (2024): Raffield 103.7% .
| STI Details | 2023 | 2024 |
|---|---|---|
| STI Target | $286,753 (prorated at 75% of base) | $333,750 (75% of $445k base) |
| Overall STI score | 102.6% | 103.7% |
| Actual STI paid | $294,000 | $346,000 |
Long‑Term Incentive (LTI) – Equity
- Mix: 50% time‑based restricted shares (RSAs) vesting ratably over 3 years; 50% TSR performance shares (PSUs) measured on 3‑year relative TSR vs. a defined North American precious metals group; payout 0–200% (threshold 35th, target 60th, max 85th percentile) .
- 2024 vesting from prior PSUs: Aug 2021 grant vested at 88% (57th percentile); Mar 2022 grant vested at 96% (59th percentile) across NEOs .
| Grant year | Award type | Grant date | Target shares | Grant‑date FV ($) | Vesting |
|---|---|---|---|---|---|
| 2023 | RSAs | 3/2/2023 | 2,220 | $267,954 | Ratable over 3 years |
| 2023 (promo) | RSAs | 9/14/2023 | 180 | $19,912 | Ratable over 3 years |
| 2023 | PSUs (TSR) | 3/2/2023 | 2,250 | $313,993 | 3‑year performance ending 12/31/2025 |
| 2023 (promo) | PSUs (TSR) | 9/14/2023 | 190 | $24,301 | 3‑year performance ending 12/31/2026 |
| 2024 | RSAs | 3/1/2024 | 3,690 | $389,849 | Ratable over 3 years |
| 2024 | PSUs (TSR) | 3/1/2024 | 3,740 | $373,076 | 3‑year performance ending 12/31/2026 |
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 27, 2025): 10,013 shares (sole voting/investment power) .
- Ownership as % of shares outstanding: ~0.015% (10,013 / 65,806,036 common shares outstanding) .
- Executive stock ownership guideline: 2x salary; compliance as of Dec 31, 2024: 6,798 shares valued at 2.2x salary (measured at 30‑day VWAP $143.32) .
- Hedging and pledging: Prohibited for directors, officers, and employees; pre‑clearance and trading windows/Rule 10b5‑1 with 90‑day cooling‑off required .
Unvested/Unearned Awards (as of Dec 31, 2024)
| Category | Count (#) | Market value basis |
|---|---|---|
| Unvested RSAs | 417 (3/3/2022) + 1,480 (3/2/2023) + 120 (9/14/2023) + 3,690 (3/1/2024) = 5,707 | $131.85 close on 12/31/2024 (see per‑grant values in filing) |
| Unearned PSUs (TSR) | 1,270 (3/3/2022) + 2,250 (3/2/2023) + 190 (9/14/2024) + 3,740 (3/1/2024) = 7,450 | Settles based on 3‑yr TSR (0–200% of target) |
Vesting runway and potential supply:
- RSAs vest 1/3 annually from each grant date (e.g., March 2025/2026/2027 for 3/1/2024 RSAs) .
- PSUs cliff‑vest at end of 3‑year performance periods (e.g., 12/31/2025, 12/31/2026), subject to TSR outcomes and continued service .
- Policy mitigants: 50% post‑grant hold until guideline met, no hedging/pledging, trading pre‑clearance .
Employment Terms
- Role/tenure: Joined RGLD January 2022 (VP Operations); promoted SVP Operations March 2024 .
- Employment agreement: New agreements executed March 17, 2025; indefinite term; substantially similar to prior; non‑compete and non‑solicit for 12 months post‑termination .
- Severance economics (as of Dec 31, 2024 terms): Without change of control (CoC): cash = base salary + average prior 3 years’ STI. With CoC (double‑trigger): 1.5× base salary + 1.5× average prior 3 years’ STI; 12 months COBRA at active rates (U.S.) .
- Equity treatment: In CoC/termination, outstanding equity generally vests in full (at maximum for performance awards). Outside CoC: RSAs/RSUs after Aug 2021 are forfeited for <15 years’ service; GEO PSAs prorated; all TSR PSUs forfeited .
Estimated payouts (assuming 12/31/2024 trigger and $131.85 stock price):
| Scenario | Cash compensation | Medical | RSAs vested | PS awards vested | Total |
|---|---|---|---|---|---|
| Involuntary termination without CoC | $739,000 | — | — | — | $739,000 |
| Involuntary termination with CoC | $1,108,500 | $27,534 | $752,468 | $1,964,565 | $3,853,067 |
Governance protections:
- Double‑trigger equity vesting under new 2025 Incentive Plan if awards are assumed (no automatic single‑trigger vesting on CoC) .
- Clawback policy covering accounting restatements (3‑year lookback) and improper conduct (discretionary) .
Compensation Structure Analysis
- Mix/at‑risk: Majority at‑risk via STI and LTI; STI weights emphasize operational throughput (Gross GEO Production), reserve/resource accretion, and cost control—direct levers for an operations head .
- Year‑over‑year trends: 2024 base rose to $445k; LTI target value increased to align with peer medians, with SVP awards targeted at ~175% of salary for 2024 .
- Options vs RSUs: RGLD eliminated stock options/SARs in 2021; Raffield holds no options—equity now via RSAs/PSUs (lower risk vs options) .
- Discretion/guardrails: Formulaic STI with capped multipliers; strong governance (no tax gross‑ups; no option repricing; no hedging/pledging) .
Performance & Track Record
- Company execution under his operations remit: 2024 record revenue ($719.4M), OCF ($529.5M), earnings ($332.0M), 301.5k GEOs; repayment of all debt and liquidity to $1.2B; added new royalty interests—evidence of operating leverage to gold price and portfolio delivery .
- Incentive linkages: 2024 STI paid 104–106% of target across NEOs, with corporate over‑achievement on Expense Control (143%) and Stewardship/Risk (175%), but under‑performance on reserves/resources (15%)—providing balanced pay‑for‑performance outcomes .
Equity Ownership & Alignment Policies
- Executive stock ownership: All NEOs compliant as of 12/31/2024; Raffield at 2.2x salary (guideline 2x) .
- Anti‑hedging/pledging and trading controls: Strict prohibitions and pre‑clearance/10b5‑1 protocols; minimum 90‑day waiting period for plans .
Compensation Peer Group & Targeting
- Peer group (comp benchmarking): Agnico Eagle, Franco‑Nevada, Wheaton, Osisko, Kinross, Alamos, SSR Mining, Eldorado, B2Gold, Hecla, Pan American; RGLD positioned ~60th percentile by market cap at 12/31/2024 .
- Target competitive positioning: NEO total direct comp generally within ±15% of peer median; SVP LTI targets increased in 2024 to ~150–225% of base (Raffield ~175%) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 98% .
- 2025 meeting results: Say‑on‑pay For 52,588,579; Against 1,019,638; Abstain 134,543 .
Risk Indicators & Red Flags
- Related‑party transactions: None requiring disclosure in 2024 .
- Pledging/hedging: Prohibited .
- Option repricing/gross‑ups: None; repricing prohibited without shareholder approval; no excise tax gross‑ups .
- Clawbacks: Robust, restatement‑compliant .
Investment Implications
- Alignment: Meaningful equity ownership (10,013 shares as of 3/27/2025) and compliance with 2x salary guideline (2.2x) reduce agency risk; anti‑hedging/pledging strengthens alignment .
- Incentive design: Heavy emphasis on production throughput, reserve/resource growth, and G&A discipline ties directly to operating execution—favorable for fundamental alpha if sustained; TSR‑based PSUs ensure relative return accountability .
- Retention/transition risk: Indefinite‑term agreement with competitive severance and LTI runway (RSAs and 2023–2024 PSU cycles) suggests moderate retention risk; CoC economics (total ~$3.85M) are balanced (1.5× cash multiples; double‑trigger equity) .
- Supply technicals: RSA tranches (e.g., 3/1 grants) vest annually; PSUs cliff at 3 years—pre‑clearance, holding requirements, and policy constraints mitigate near‑term selling pressure .