Paul Libner
ROYAL GOLDAbout Paul Libner
Senior Vice President and Chief Financial Officer of Royal Gold, Inc.; company tenure since 2004. 2024 company performance under the executive team: record revenue $719.4M, operating cash flow $529.5M, and net income $332.0M; liquidity increased to $1.2B with full credit facility availability and debt repayment, and dividend raised for the 24th consecutive year . Long-term incentive performance metrics tied to relative TSR paid out at 88% (Aug 2021 grant, 57th percentile) and 96% (Mar 2022 grant, 59th percentile) of target for vesting periods ending in 2024, evidencing alignment to shareholder returns . As of 12/31/2024 Libner held 18,482 shares toward a 2x salary guideline (valued at 5.5x salary at guideline price); as of 3/27/2025 his beneficial ownership was 21,749 shares (≈0.033% of 65,806,036 shares outstanding) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royal Gold, Inc. | SVP & Chief Financial Officer | 2004–present | Finance leadership supporting record 2024 results and strong liquidity ($1.2B) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 388,500 | 463,000 | 480,000 |
| Target Bonus ($) | — | — | 360,000 (75% of salary) |
| Actual Bonus Paid ($) | 356,000 | 350,000 | 374,000 |
| Stock Awards – Grant Date Fair Value ($) | 402,563 | 925,669 | 881,002 |
| All Other Compensation ($) | 42,189 | 37,689 | 42,171 |
| Total Compensation ($) | 1,189,252 | 1,776,358 | 1,777,173 |
2024 equity grant detail:
| Grant Type | Grant Date | Shares (Target #) | Grant Date Fair Value ($) |
|---|---|---|---|
| Performance Share Units (TSR PSU) | 3/1/2024 | 4,320 | 430,933 |
| Restricted Stock Units (RSU) | 3/1/2024 | 4,260 | 450,069 |
Performance Compensation
| Metric | Weight | Target Definition | Actual Result | Payout |
|---|---|---|---|---|
| Gross GEO Production vs budget (prices held constant) | 30% | 300,000 GEOs budget; calculated per policy | 305,896 GEOs (110% of target) | 110% of target |
| Net GEOs in Reserves & M&I Resources | 20% | Change from 12/1/2023 to 11/30/2024; prices held constant | 15% of target achieved | 15% of target |
| Expense Control – Adjusted Cash G&A | 10% | Budgeted adjusted cash G&A $29.1M | $27.2M (143% of target) | 143% of target |
| Stewardship & Risk Management | 15% | Committee assessment across liquidity, controls, cyber, portfolio, governance | Above target (175%) | 175% of target |
| Individual Performance | 25% | Pre-established goals by role | Varies by NEO | Included in overall score |
| Overall Score | — | — | 103.9% for Libner | Short-term incentive $374,000 |
Long-term incentives: PSUs vest solely on 3-year relative TSR versus a defined precious metals peer set; threshold 35th percentile=0%, target 60th=100%, max 85th=200% (linear interpolation) . 2024 settlements for prior cycles: Aug 2021 PSUs paid at 88% (57th percentile), Mar 2022 PSUs at 96% (59th percentile) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Holdings as of 12/31/2024 (ownership guideline calculation base) | 18,482 shares; valued at 5.5x salary using $143.32 VWAP |
| Beneficial ownership as of 3/27/2025 | 21,749 shares |
| Shares outstanding as of 3/27/2025 | 65,806,036 |
| Ownership as % of shares outstanding | ≈0.033% (21,749 / 65,806,036) |
| Stock ownership guideline | 2x salary (executive guideline); compliant |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging, no pledging) |
| Trading controls | Preclearance required; trading limited to windows or 10b5-1 plans with ≥90-day waiting period |
| 2024 options/SARs exercised (liquidity realized) | 10,880 shares; $299,555 value realized |
Unvested time-based equity at 12/31/2024:
| Grant Date | Type | Unvested Units (#) | Vesting Terms |
|---|---|---|---|
| 8/18/2020 | RSA | 523 | Ratable over 3 years (policy applies by grant cohort) |
| 3/3/2022 | RSA | 484 | Ratable over 3 years from first anniversary |
| 3/2/2023 | RSA | 2,353 | Ratable over 3 years from first anniversary |
| 3/1/2024 | RSU | 4,260 | Ratable over 3 years from first anniversary |
Unearned performance shares at 12/31/2024:
| Grant Date | Type | Target Units (#) | Performance Window/Terms |
|---|---|---|---|
| 8/18/2020 | GEO PSA | 309 | Net GEOs growth; prorated vesting if service ends outside CoC |
| 3/3/2022 | TSR PSA | 1,470 | 3-year relative TSR; threshold 35th, target 60th, max 85th percentile |
| 3/2/2023 | TSR PSA | 3,580 | As above |
| 3/1/2024 | TSR PSA | 4,320 | As above |
2024 vesting/liquidity realized:
| Item | Shares | Value ($) |
|---|---|---|
| Shares acquired on vesting (RS/PSU) | 6,593 | 865,948 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement term | Initial one-year term from Jan 2, 2020 with auto-renewals; extended to Apr 2, 2025; new indefinite-term agreement executed Mar 17, 2025 (substantially similar provisions) |
| Non-compete & non-solicit | 12 months post-termination for NEOs |
| Severance – involuntary termination (no change of control) | Cash equal to base salary + average of last 3 annual STIs; estimated cash $828,667; restricted stock acceleration $1,004,697; total $1,833,364 (as of 12/31/2024) |
| Severance – involuntary termination with change of control | 1.5x salary + 1.5x average STI; estimated cash $1,243,000; medical $33,489; restricted stock $1,004,697; performance awards $2,616,431; total $4,897,617 (as of 12/31/2024) |
| Equity treatment – outside CoC | RSAs/RSUs: full vesting for ≥15 years of service (Libner qualifies); GEO PSAs: prorated; all TSR PSUs forfeited |
| Equity treatment – change of control | Generally accelerates (with double-trigger design); PSUs treated at target if performance period not completed; options/SARs become exercisable before closing per plan terms |
| Clawback | 3-year mandatory recoupment for accounting restatements; discretionary recoupment for improper conduct causing material harm; all executive officers subject |
| Pensions & tax gross-ups | No defined benefit pension or SERP; no excise tax gross-ups in change of control |
Compensation Structure Analysis
- Increased long-term equity targets for NEOs in 2024 (other than CEO) to 150–225% of salary to align closer to peer median; Libner’s target value increased to $900,000 from $880,000 (+2%) .
- Short-term incentive program shifted to 60% quantitative weight in 2024 and consolidated qualitative measures into Stewardship & Risk Management; payouts were formulaic with committee oversight .
- Long-term mix simplified to 50% RSAs/RSUs and 50% TSR PSUs since Aug 2021; no stock option repricing and options/SARs not granted to NEOs in 2024 .
- Say-on-pay approval was 98% in 2024, signaling shareholder support for pay design .
Compensation Peer Group (Benchmarking)
| Company | Primary Industry | Market Cap ($MM) |
|---|---|---|
| Franco-Nevada Corporation | Gold | 22,599 |
| Wheaton Precious Metals | Gold | 25,511 |
| Agnico Eagle Mines | Gold | 39,147 |
| Osisko Gold Royalties | Gold | 3,376 |
| Kinross Gold | Gold | 11,403 |
| Pan American Silver | Silver | 7,366 |
| Alamos Gold | Gold | 7,746 |
| Eldorado Gold | Gold | 3,033 |
| Hecla Mining | Gold | 3,085 |
| SSR Mining | Gold | 1,412 |
| B2Gold | Gold | 3,212 |
| Royal Gold (reference) | Gold | 8,670; 60th percentile vs peers |
Target positioning: NEO total direct compensation broadly set within ±15% of peer median, adjusted for experience and tenure .
Risk Indicators & Red Flags
- Section 16(a) filing: one Form 4 report for Libner filed one business day late (due Dec 13, 2024; filed Dec 16, 2024) due to calculation delay; otherwise timely .
- Hedging and pledging prohibited; 10b5-1 plans require preapproval and 90-day cooling-off; minimum 6-month holding for open market purchases; reduces misalignment and trading-risk optics .
- No related-person transactions requiring reporting in 2024 (other than the previously disclosed consulting arrangement with a former executive) .
Equity Ownership & Alignment – Additional Detail
| Item | Policy/Status |
|---|---|
| Executive stock ownership guidelines | Robust: 2x salary for Libner; hold 50% of net-after-tax shares from grants until guideline met; all NEOs in compliance as of 12/31/2024 |
| Burn rate/overhang/dilution | 3-year avg burn rate 0.10%; overhang 3.59–3.88%; dilution 0.73–0.79% (company-wide program cost) |
| 2025 Incentive Plan governance features | No evergreen; no repricing; double-trigger; minimum vesting; director award cap; clawback; independent administration |
Employment Terms – Change-of-Control Economics (Detail)
| Scenario (as of 12/31/2024) | Cash Comp ($) | Medical ($) | RS Acceleration ($) | Performance Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination without CoC | 828,667 | — | 1,004,697 | — | 1,833,364 |
| Involuntary termination with CoC | 1,243,000 | 33,489 | 1,004,697 | 2,616,431 | 4,897,617 |
General formula: 1.5x salary + 1.5x average STI for NEOs (CEO 2.5x), plus equity and benefits per plan terms; outside CoC, RS full vesting for ≥15 years of service, GEO PSAs prorated, TSR PSUs forfeited .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 98% in 2024 .
- Active engagement: met with 45 institutional investors (≈33% of outstanding shares; ≈80% of actively managed institutional float) across 2024; focused on strategy, portfolio, and capital allocation .
Investment Implications
- Alignment: Strong ownership discipline (5.5x salary holdings vs 2x guideline), prohibition on hedging/pledging, and double-trigger equity treatment reduce misalignment risk and forced selling pressure; scheduled RS/RSU vesting is ratable over three years, smoothing potential supply from insider vesting .
- Incentive design: Heavy weighting to relative TSR PSUs and quantitative short-term goals (GEOs, G&A) aligns compensation with shareholder returns and operating discipline; 2024 PSU outcomes (88–96% of target) and STI score (103.9%) indicate balanced, formulaic payouts tied to performance .
- Retention/transition risk: Indefinite-term employment agreement with 12-month non-compete and defined severance reduce unexpected turnover risk; change-of-control protections are moderate (1.5x cash for NEOs), limiting pay inflation yet providing stability during strategic events .
- Trading signals: 2024 exercises (10,880 shares; $299,555 realized) and 2024 vesting ($865,948) reflect routine liquidity events rather than structural selling; trading is constrained by preclearance/windows/10b5‑1 plans, mitigating opportunistic timing risks .