Ronald Vance
ROYAL GOLDAbout Ronald Vance
Independent Class II Director at Royal Gold, Inc. (RGLD); age 72; director since April 2013. Vance is a corporate and business development expert with over 40 years in mining and finance; he is designated an Audit Committee Financial Expert. Current committee assignment: Audit Committee member (since August 2023); prior Compensation, Nominating & Governance (CNG) Committee member (January 2014–August 2023) and CNG Chair (November 2017–March 2023). He is independent under SEC/Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teck Resources Ltd. | Senior Vice President, Corporate Development | 2006–2014 | Led corporate/business development and strategic planning; brings capital markets and risk assessment expertise to RGLD. |
| Rothschild (Denver) Inc. | Managing Director | 1991–2000 | Mining finance and M&A advisory experience. |
| Rothschild Inc. (New York) | Managing Director / Senior Advisor | 2000–2005 | Strategic advisory; international capital markets exposure. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ivanhoe Electric Inc. (NYSE American: IE) | Director | June 2023–present | Current public company directorship. |
| Southern Peaks Mining L.P. | Chairman of the Board | 2018– | Private mining company; chair role. |
Board Governance
- Independence and structure: RGLD’s Board separates Chair/CEO; all Audit and CNG members are independent; all Audit members are “financial experts”; Vance is independent.
- Committees: Audit Committee (Chair: Jamie Sokalsky; members: Fabiana Chubbs, Ronald Vance). Five meetings in 2024; responsibilities include financial integrity, auditor oversight, related-party transaction review, and cybersecurity oversight.
- Attendance and engagement: Board held nine meetings in 2024; each director attended all Board and committee meetings; all directors attended the 2024 annual meeting.
- Majority voting and contingent resignations: Vance has tendered a contingent resignation if not elected by majority of votes cast.
- Age/tenure policy: At age 72, directors offer to resign annually; in February 2025 the Board declined Vance’s resignation after evaluating his skills and experience. No term limits.
- 2025 election outcome (confidence signal): Vance received 51,981,540 For; 1,702,815 Against; 58,405 Abstain; Broker non-votes 5,718,651.
Fixed Compensation
- Director pay framework (2024): Annual Board retainer $70,000; Board/committee meeting fee $1,500 per meeting; site visit fee $1,500 per mine visit; Committee Chair retainer $25,000; Board Chair retainer $115,000; annual equity award target $150,000. Equity granted March 1, 2024: 1,420 restricted shares/RSUs; 50% vested immediately and 50% vested on March 1, 2025.
| Director (2024) | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Ronald Vance | $92,500 | $150,023 | $242,523 |
| Vesting/holding detail | As of 12/31/2024, 710 unvested shares outstanding (half of the 1,420-share 2024 grant). |
- Deferred Compensation: Non-employee directors may defer equity under the Director Deferred Compensation Plan; four of six deferred in 2024 (policy reference).
Performance Compensation
- For directors, equity is time-based (restricted stock/RSUs). No performance-based metrics or options are used in the non-employee director program.
| Item | Detail |
|---|---|
| Equity vehicle | Restricted stock/RSUs; 50% immediate vest; 50% at first anniversary for 2024 grants. |
| Performance metrics | Not applicable for director awards (time-based only). |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Note |
|---|---|---|
| Ivanhoe Electric Inc. (NYSE American: IE) | Mining/industrial technology | No RGLD-related party transactions disclosed regarding Vance’s roles. Audit Committee reviews any related-person transactions. |
| Southern Peaks Mining L.P. | Mining | Same as above; no RGLD related-person transactions disclosed for 2024. |
Expertise & Qualifications
- Domains: Corporate and business development; capital markets/finance/M&A; risk management; legal/regulatory; international business. Designated Audit Committee Financial Expert.
Equity Ownership
| Category | Amount |
|---|---|
| Common stock owned (Vance) | 9,228 shares (sole voting/investment power) |
| Shares issuable within 60 days under Director Deferred Compensation Plan | 8,297 shares |
| Total beneficial ownership (as defined) | 17,525 shares |
| Unvested restricted shares as of 12/31/2024 | 710 shares |
| Ownership guidelines | Directors must own stock equal to ≥$600,000 within 5 years; as of 12/31/2024, all non-employee directors exceeded the guideline. |
| Hedging/pledging | Prohibited under Insider Trading Policy (no hedging, no pledging). |
Compensation & Incentives Structure (Context for Governance)
- Independent consultant (WTW/Towers Watson) benchmarks director pay; 2024 review found RGLD director comp in line with market; no changes to aggregate annual retainer and equity award.
- CNG Committee independence and responsibilities (exec comp program oversight; authority to retain independent consultant).
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting: Say-on-pay votes For 52,626,561; Against 984,040; Abstain 130,623; indicates strong support.
- 2025 Annual Meeting: Say-on-pay votes For 52,588,579; Against 1,019,638; Abstain 134,543.
- RGLD notes 98% approval at 2024 meeting (contextual disclosure).
- Ongoing engagement: met with 45 institutional investors in 2024 (~33% of outstanding shares; ~80% of actively-managed institutional shares) across conferences/1x1s; Board receives quarterly engagement updates.
Related Party Transactions (Conflicts)
- Process: Audit Committee must approve/ratify transactions >$120,000 with related persons; assesses independence and fairness.
- 2024 disclosure: No related-person transactions required to be reported, other than the prior consulting arrangement with former COO/nominee Mark Isto; none involve Vance.
Risk Indicators & Red Flags
- Attendance: 100% Board/committee attendance in 2024 (positive).
- Independence: Audit Committee member and financial expert; independence affirmatively determined (positive).
- Shareholder support: Strong re-election and say-on-pay support (positive).
- Age/continuation: At age 72, annual resignation offer policy applies; Board declined his resignation in Feb 2025, citing skills/experience (watch item but mitigated by Board evaluation).
- Hedging/pledging prohibitions and clawback policy (executive-focused) reduce risk (positive).
Governance Assessment
- Board effectiveness: Vance contributes deep M&A and corporate development expertise, and financial literacy to the Audit Committee; his prior tenure as CNG Chair supports governance continuity.
- Alignment: Material portion of director compensation in equity; all non-employee directors exceed ownership guidelines; hedging/pledging prohibited—strong alignment with shareholders.
- Conflicts: No related-party items involving Vance in 2024; Audit Committee oversight reduces conflict risk.
- Investor confidence: Strong re-election vote and repeated high say-on-pay support signal trust in board oversight and pay practices.
Overall: No material governance red flags identified for Ronald Vance. Watch areas include annual continuation under age policy and monitoring for any future interlocks that could create perceived conflicts. Current disclosures indicate full independence, strong attendance, and high shareholder support.