Randy Shefman
ROYAL GOLDAbout Randy Shefman
Randy Shefman (age 52) is Senior Vice President and General Counsel of Royal Gold, Inc. (RGLD) since March 2024; he previously served as Vice President and General Counsel (Jan 2020–Feb 2024) and Associate General Counsel (2011–Jan 2020) . He holds an LL.M. in Environmental and Natural Resources Law and Policy (University of Denver), a J.D. (University of Colorado), and a B.A. in history (University of Michigan) . Company performance in 2024: record revenue $719.4M, operating cash flow $529.5M, net income $332.0M, 301,500 GEOs, $1.2B liquidity, and the dividend increased for the 24th consecutive year . Royal Gold’s cumulative TSR proxy metric shows $137.1 value from a $100 initial investment for 2024 versus $177.7 for the peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royal Gold, Inc. | Senior Vice President & General Counsel | Mar 2024 – Present | Leads global legal, governance, compliance and transaction support . |
| Royal Gold, Inc. | Vice President & General Counsel | Jan 2020 – Feb 2024 | Oversaw corporate legal strategy and SEC, governance and transactions . |
| Royal Gold, Inc. | Associate General Counsel | 2011 – Jan 2020 | Supported contract, M&A, portfolio legal matters across mining streams/royalties . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hogan Lovells | Attorney | Pre-2011 | International transactions across mining, oil & gas, power sectors . |
| Holland & Hart | Attorney | Pre-2011 | Corporate/commercial and natural resources legal practice . |
| LeBoeuf, Lamb, Greene & MacRae | Attorney | Pre-2011 | Cross-border energy/mining transactions and projects . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $388,500 | $448,000 | $464,000 |
| Non-Equity Incentive Plan Compensation | $356,000 | $348,000 | $367,000 |
| Stock Awards (grant-date fair value) | $402,563 | $825,377 | $794,733 |
| All Other Compensation | $36,097 | $40,189 | $43,651 |
| Total Compensation | $1,183,160 | $1,661,566 | $1,669,384 |
Performance Compensation
2024 Short-Term Incentive (STI) Scorecard
| Metric | Weight | Target Definition | 2024 Result (Payout vs Target) | Shefman Contribution to Overall Score |
|---|---|---|---|---|
| Gross GEO Production (holding metal prices constant) | 30% | At budget GEOs | 110% of target | 33.0% |
| Net GEOs in Reserves & M&I Resources | 20% | Change vs budget (price-constant) | 15% of target | 3.0% |
| Expense Control (Adjusted Cash G&A) | 10% | At budget | 143% of target | 14.3% |
| Stewardship & Risk Management | 15% | Committee assessment | 175% of target | 26.3% |
| Individual Performance | 25% | Committee/CEO assessment | Varies | 28.8% |
| Overall STI Score | — | — | — | 105.5% |
STI payout for 2024: Target $348,000; Actual $367,000 based on 105.5% score .
2024 Long-Term Incentives (LTIs)
| Award Type | Grant Date | Target Shares | Maximum Shares | Vesting Terms |
|---|---|---|---|---|
| Performance Shares (TSR) | Mar 1, 2024 | 3,900 | 7,800 | Vest after 3-year period; linear interpolation: 0% at 35th percentile, 100% at 60th, 200% at 85th+ . |
| Restricted Shares (RSAs) | Mar 1, 2024 | 3,840 | — | Ratable over 3 years; first anniversary schedule since Aug 2021 program change . |
Performance share vesting determinations in 2024 (company-wide): Aug 2021 grants vested at 88% (57th percentile) and Mar 2022 grants at 96% (59th percentile) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Executive Stock Ownership Guideline | 2x base salary for SVPs; hold 50% of net shares until guideline met . |
| Shefman Holdings and Status (12/31/2024) | 7,430 shares; value equals 2.3x salary (VWAP $143.32) – in compliance . |
| Hedging/Pledging | Prohibited by Insider Trading Policy; preclearance required; trading windows/Rule 10b5-1 min 90-day waiting period . |
| 2024 Vested Shares | 6,336 shares vested; no options exercised in 2024 (—) . |
Outstanding Equity Awards (as of 12/31/2024)
| Award | Grant Date | Unexercised/Unvested | Exercise Price | Expiration | Market Value ($) |
|---|---|---|---|---|---|
| ISO/SAR Options | Aug 13, 2019 | 2,560 | $124.60 | 08/13/2029 | — |
| ISO/SAR Options | Jan 2, 2020 | 1,010 | $121.12 | 01/02/2030 | — |
| ISO/SAR Options | Aug 18, 2020 | 4,570 | $139.84 | 08/18/2030 | — |
| RSAs (Unvested) | Aug 18, 2020 | 440 | — | — | $58,014 |
| RSAs (Unvested) | Mar 3, 2022 | 484 | — | — | $63,815 |
| RSAs (Unvested) | Mar 2, 2023 | 2,100 | — | — | $276,885 |
| RSAs (Unvested) | Mar 1, 2024 | 3,840 | — | — | $506,304 |
| GEO Performance Shares (Unvested Target) | Aug 18, 2020 | 261 | — | — | $34,413 |
| TSR Performance Shares (Unvested Target) | Mar 3, 2022 | 1,470 | — | — | $193,820 |
| TSR Performance Shares (Unvested Target) | Mar 2, 2023 | 3,190 | — | — | $420,602 |
| TSR Performance Shares (Unvested Target) | Mar 1, 2024 | 3,900 | — | — | $514,215 |
Note: Market values use closing price $131.85 on 12/31/2024 per table methodology .
Employment Terms
- Agreement history: initial one-year term beginning Jan 2, 2020 (auto-renew); extended to April 2, 2025 on Nov 19, 2024; new indefinite-term agreement entered March 17, 2025 with substantially similar provisions .
- Severance (without change of control): cash equal to base salary plus the average of last 3 annual STI awards; non-compete and non-solicit for 12 months post-termination .
- Change-of-control (double-trigger): 1.5x base salary + 1.5x average of last 3 STI awards; 12 months COBRA at active rates (U.S. executives); equity generally vests in full at maximum where applicable upon involuntary termination in connection with a change of control .
- Clawback policy: mandatory recovery for accounting restatements and discretionary recovery for improper conduct causing material harm (three-year lookback) .
- No excise tax gross-ups; option repricing prohibited without shareholder approval .
Potential Payments (as of 12/31/2024)
| Scenario | Cash Compensation ($) | Medical Continuation ($) | Restricted Stock ($) | Performance Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination without Change of Control | $813,333 | — | $35,995 | — | $849,328 |
| Involuntary Termination with Change of Control | $1,220,000 | $33,385 | $905,018 | $2,380,024 | $4,538,427 |
Compensation Committee Analysis
- Peer group for compensation benchmarking includes Agnico Eagle, Alamos, B2Gold, Eldorado, Franco-Nevada, Hecla, Kinross, Osisko Gold Royalties, Pan American Silver, SSR Mining, Wheaton Precious Metals; Royal Gold ranked ~60th percentile by market cap at $8.67B (12/31/2024), targeting NEO compensation near peer median (within ±15%) .
- Long-term TSR benchmarking uses a broader North American gold-focused cohort including Newmont, Barrick, Equinox Gold, Coeur, Sandstorm Gold Royalties, OceanaGold, Lundin Gold, Triple Flag, IAMGOLD .
- Say-on-Pay support: 98% approval at 2024 annual meeting .
Investment Implications
- Pay-for-performance alignment: STI metrics emphasize operational throughput (Gross GEOs), reserve/resource renewal, cost discipline, and governance/stewardship; 2024 STI paid ~105.5% of target for Shefman . TSR-based PSUs represent half of LTI value with clear percentile targets, promoting shareholder return alignment .
- Retention and selling pressure: Shefman’s 2024 vesting was 6,336 shares with no options exercised; ongoing 3-year RSA vesting implies periodic supply, but anti-hedging/pledging and preclearance/trading windows mitigate misalignment and opportunistic selling risk .
- Ownership alignment: Shefman meets the 2x salary guideline (2.3x) and must retain 50% of net shares until requirement is maintained, supporting sustained exposure to equity performance .
- Change-of-control economics: Double-trigger acceleration with PSUs at maximum could create event-driven upside; cash severance at ~1.5x base plus bonus average (no tax gross-ups) reflects balanced retention economics without excessive shareholder-unfriendly features .
- Governance quality: Robust clawback, prohibition on option repricing, and strong say-on-pay support (98%) indicate a shareholder-aligned compensation framework .
2024 corporate results (record revenue, cash flow, earnings; ongoing dividend growth) underpin the STI achievements and reinforce legal/strategic execution continuity under the General Counsel’s oversight of governance and regulatory compliance .