William Hayes
ROYAL GOLDAbout William Hayes
Independent director at Royal Gold since January 2008 and independent Chair of the Board since May 2014. Age 80. Former Audit Committee member (Nov 2008–Aug 2023) and current member of the Compensation, Nominating & Governance (CNG) Committee (since Aug 2023). Background includes senior executive roles at Placer Dome across Latin America and the U.S. focused on project development, operations, and corporate affairs, with CFO experience in Latin American mining operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Placer Dome Inc. | EVP, Latin America | 1994–2000 | Led regional operations and stakeholder engagement |
| Placer Dome Inc. | EVP, USA & Latin America | 2000–2004 | Oversight of operations, safety, and finance |
| Placer Dome Inc. | EVP, Project Development & Corporate Affairs | 2004–2006 | Project development, corporate affairs, safety oversight |
| Various Latin American mining operations | Executive incl. CFO | Not stated | Financial leadership in mining operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tethyan Copper Company | Chairman of the Board | 2007–2022 | Past chair role |
| Antofagasta plc (LON: ANTO) | Director | 2006–2019 | Past board service at global miner |
Board Governance
- Roles: Independent Chair since May 2014; CNG Committee member (since Aug 2023); former Audit Committee member (Nov 2008–Aug 2023) .
- Independence: Board determined Hayes is independent under SEC/Nasdaq rules; overall 6/7 directors independent (will be 5/7 post-2025 AGM due to a non-independent nominee) .
- Attendance: Board held nine meetings in 2024; each director attended all Board and committee meetings; directors attended the 2024 annual meeting .
- Committee activity: Audit Committee held 5 meetings in 2024; CNG Committee held 5 meetings in 2024 .
- Executive sessions: Regular executive sessions; Audit Committee met separately with auditors three times in 2024 .
- Succession/refreshment: Governance Guidelines require directors aged 72+ to offer annual resignations; Hayes offered resignation and the Board (on CNG’s recommendation) declined in Feb 2025 after considering skills and leadership .
- Governance practices: Majority voting; separate CEO/Chair; independent Chair; stock ownership guidelines; clawback policy; no tax gross-ups; prohibition on hedging/pledging .
Fixed Compensation
| Element | Amount | Details |
|---|---|---|
| Annual Board Retainer (cash) | $70,000 | Paid quarterly |
| Board/Committee Meeting Fees (cash) | $1,500 per meeting attended | Paid quarterly |
| Mine Site Visit Fees (cash) | $1,500 per visit | Paid quarterly |
| Annual Retainer for Board Chair (cash) | $115,000 | Paid quarterly |
| Annual Retainer for Committee Chairs (cash) | $25,000 | Paid quarterly |
| Annual Equity Award (restricted stock/RSUs) | $150,000 target | 1,420 shares granted Mar 1, 2024; 50% vested on grant, 50% on Mar 1, 2025 |
2024 Director Compensation (Hayes):
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| William Hayes | 207,500 | 150,023 | 357,523 |
As of Dec 31, 2024, Hayes held 710 unvested restricted shares from the 2024 grant .
Performance Compensation
- Directors do not receive performance-based bonuses or options under the director program; the annual equity grant is time-based restricted stock/RSUs (50% immediate vest, 50% at one year) .
2024 Director Equity Grant Details (Hayes):
| Grant Date | Instrument | Shares | Vesting |
|---|---|---|---|
| Mar 1, 2024 | Restricted stock | 1,420 | 50% at grant; 50% on Mar 1, 2025 |
| Dec 31, 2024 status | Unvested restricted stock | 710 | Remaining tranche as of year-end |
Deferred Compensation: Four of six non-employee directors deferred 2024 equity under the Director Deferred Compensation Plan; Hayes did not (0 shares issuable within 60 days from the deferred plan) .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock Risk |
|---|---|---|
| Tethyan Copper Company | Past chair (2007–2022) | Past role; no current disclosed transactions with RGLD |
| Antofagasta plc | Past director (2006–2019) | Past role; no current disclosed transactions with RGLD |
- Related person transactions: Audit Committee oversees and must approve; none required to be reported for 2024 (other than a consulting arrangement with director nominee Mark Isto; Hayes not involved) .
Expertise & Qualifications
- Strategic planning and board leadership; deep mining industry and project/operations management including safety oversight; capital markets/finance exposure; human capital and stakeholder engagement .
- Long-standing leadership as Board Chair; effective management–Board information flow and feedback integration .
- Audit experience via long prior tenure on Audit Committee .
Equity Ownership
| Holder | Common Stock | Options/SARs (exercisable within 60 days) | Deferred Shares (issuable within 60 days) | Total Beneficial Ownership |
|---|---|---|---|---|
| William Hayes | 10,302 | — | — | 10,302 |
- Director Stock Ownership Guidelines: $600,000 minimum within five years; all non-employee directors exceeded guidelines as of Dec 31, 2024; directors prohibited from hedging and pledging company stock .
Governance Assessment
- Strengths: Independent Chair; 100% attendance; robust governance (majority voting, clawback, no hedging/pledging, no tax gross-ups, independent compensation consultant); clear committee structure and activity levels; strong investor engagement (met with 45 institutional investors in 2024) .
- Alignment: Director pay includes meaningful equity via time-based restricted stock; stock ownership guidelines enhance alignment; Hayes’ cash and equity components are consistent with peer-benchmarked program and his chair responsibilities .
- Watch items/RED FLAGS: Board refreshment risk due to age policy—Hayes (80) offered resignation (as required for 72+) but Board declined in Feb 2025; continued tenure warrants monitoring for succession planning and board refreshment balance. Hayes serves as independent Chair while also on the CNG Committee—acceptable under governance norms but concentrates influence; ensure continued independence and robust committee oversight .
- Conflicts/related party: No related person transactions involving Hayes disclosed for 2024; insider trading policy prohibits hedging/pledging and imposes preclearance and trading windows, mitigating alignment risks .
- Shareholder sentiment: Prior say-on-pay approval of 98% in 2024 indicates broad support for compensation governance, indirectly supportive of board oversight quality .