Sybil Veenman
ROYAL GOLDAbout Sybil Veenman
Independent Class III director at Royal Gold since August 2017; age 61. Former Senior Vice President and General Counsel at Barrick Gold (member of the executive leadership team 2010–2014), bringing 30 years of mining industry legal and corporate governance experience. At RGLD she serves as Chair of the Compensation, Nominating & Governance (CNG) Committee (since April 2023) and has been a CNG member since January 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barrick Gold Corporation | Senior Vice President & General Counsel; member of executive leadership team | 1994–2014 (SVP & GC 2010–2014) | Led legal and corporate governance for a global gold miner; experience supports risk management, governance and compensation oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Major Drilling Group International Inc. (TSX: MDI) | Director | Dec 2019–present | Current public board service |
| NexGen Energy Ltd. (TSX/NYSE: NXE) | Director | Aug 2018–present | Current public board service |
| IAMGOLD Corporation (NYSE: IAG) | Director | Dec 2015–May 2021 | Prior public board service |
| Noront Resources Ltd. (TSX-V: NOT) | Director | Aug 2015–Feb 2020 | Prior public board service |
Board Governance
- Committee assignments: Chair, CNG Committee (effective April 1, 2023); Member, CNG Committee (since January 2018) .
- Independence: Board determined she is independent under SEC and Nasdaq rules; 6 of 7 current directors are independent (will be 5 of 7 post-2025 meeting) .
- Attendance and engagement: Board held 9 meetings in 2024; CNG held 5. Each director attended all Board and committee meetings; directors attended the annual meeting. Independent directors meet regularly in executive session .
- CNG responsibilities under her chairship include executive and director compensation oversight, equity plan administration, director nominations, governance policy review, sustainability oversight, retention of an independent compensation consultant, peer group setting, stock ownership guideline compliance, and Board self-assessments .
- Stockholder engagement context: Company met with 45 institutional investors (owning ~33% of shares) and reports strong say-on-pay support (98% approval in 2024), signaling investor confidence in governance and compensation programs .
Fixed Compensation
| Element | Amount/Structure | 2024 Veenman Cash Received |
|---|---|---|
| Annual Board Retainer | $70,000 (paid quarterly, cash) | |
| Committee Chair Retainer | $25,000 (paid quarterly, cash) | |
| Meeting Fees | $1,500 per Board/committee meeting attended | |
| Site Visit Fees | $1,500 per mine site visit | |
| 2024 Fees Earned or Paid in Cash (Veenman) | $117,500 |
Director compensation is benchmarked biennially using an independent consultant (WTW) and was held in line with market in 2024 .
Performance Compensation
| Component | Grant details | Vesting | Notes |
|---|---|---|---|
| Annual Equity Award (non-employee directors) | $150,000 equity value target; 1,420 RS/RSU granted Mar 1, 2024 | 50% on grant; 50% on Mar 1, 2025 | 2024 Veenman stock awards grant-date fair value: $150,023 |
| Deferral election | Deferred Compensation Plan available; 4 of 6 non-employee directors deferred 2024 equity awards | Awards vest on same schedule; settlement deferred per election | Veenman deferred 2024 equity (all non-employee directors other than Hayes and Vance deferred) |
Note: Director equity awards are time-based; no performance metrics apply to director grants .
Other Directorships & Interlocks
| Company | Relationship to RGLD | Potential Interlock Consideration |
|---|---|---|
| Major Drilling Group International Inc. | External public board | Drilling services company; no related-person transactions with RGLD disclosed |
| NexGen Energy Ltd. | External public board | Uranium developer; no related-person transactions with RGLD disclosed |
| IAMGOLD; Noront (prior) | External public boards (prior) | No related-person transactions with RGLD disclosed |
Related Party Transactions: Audit Committee reviews and must approve any related person transactions >$120,000; none reported for 2024 (aside from a consulting arrangement with another director), indicating low conflict exposure for Veenman .
Expertise & Qualifications
- Corporate Governance and Legal Expert; extensive mining industry background, risk management, and sustainability oversight experience from senior roles at Barrick and substantial public company board service .
- Board skills framework emphasizes legal/regulatory, corporate governance, risk management, international business, and sustainability—areas where she contributes materially .
Equity Ownership
| Holder | Common Stock | Shares Issuable within 60 Days (Director Deferred Compensation Plan) | Total Beneficial Ownership |
|---|---|---|---|
| Sybil Veenman | 1,500 | 11,439 | 12,939 |
- Stock Ownership Guidelines: Directors must hold shares valued at ≥$600,000 within 5 years of first equity grant; as of Dec 31, 2024, all non-employee directors exceeded the guidelines (average 3.4x) .
- Hedging and pledging prohibited by Insider Trading Policy; trading only in open windows or via pre-approved Rule 10b5-1 plans .
Governance Assessment
- Board effectiveness: 100% attendance and active executive sessions reflect strong oversight discipline; CNG under Veenman’s chairship maintains independent consultant support, robust ownership guidelines, clawback policy updates, and clear pay-for-performance alignment on executive programs—supportive of investor confidence .
- Independence and conflicts: Independent status, no related-party transactions reported, and strict anti-hedging/pledging policies reduce conflict risk .
- Ownership alignment: Beneficial ownership coupled with guideline compliance enhances alignment; director equity is a meaningful portion of compensation .
- Shareholder signals: 98% say-on-pay approval in 2024 and proactive investor engagement suggest high governance credibility and alignment with shareholder priorities .
RED FLAGS
- Multiple concurrent public boards can introduce time-commitment risk; however, no attendance issues reported and full meeting participation mitigates this concern .
- No hedging/pledging, no related-party transactions, and strong governance policies—no specific red flags identified for Veenman in 2024 disclosures .
Optional follow-ups for deeper diligence (not disclosed in proxy):
- Insider Form 4 activity and current ownership changes (use insider filings for recent transactions; none reported in proxy) .