William Heissenbuttel
ROYAL GOLDAbout William Heissenbuttel
William Heissenbuttel, 59, is President & CEO of Royal Gold (RGLD) and a Class I director since January 2020. He has 36+ years in corporate finance, including 30 years in metals and mining finance. He holds an MBA from the University of Chicago and a BA from Northwestern. Under his leadership, Royal Gold reported record 2024 results: revenue $719.4M, operating cash flow $529.5M, earnings $332.0M, with 24 consecutive annual dividend increases and ~$1.2B liquidity at year-end 2024; cumulative dividends returned reached ~$1B. TSR-based pay-versus-performance disclosure shows a $100 initial investment in RGLD at $137.1 (vs $177.7 peer index) for 2024. He is not independent; the Board has an independent Chair and maintains separate CEO/Chair roles.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Royal Gold | President & CEO; Class I Director | 2020–present | Leads streaming/royalty capital allocation, balance sheet strength, dividend growth, and TSR-aligned incentives |
| Royal Gold | CFO & VP Strategy | 2018–2020 | Drove finance/strategy prior to CEO transition |
| Royal Gold | VP Corporate Development; VP Operations; Manager Corp Dev | 2006–2018 (various) | Built portfolio via streaming/royalty transactions and portfolio oversight |
| N M Rothschild & Sons (Denver) Inc. | Senior Vice President; Vice President | 1999–2006 | Structured mining finance; capital markets execution in mining |
| ABN AMRO Bank N.V. | Vice President; Group Vice President | 1994–1999 | Project/corporate finance in metals/mining |
| Chemical Bank Manufacturers Hanover | Senior Credit Analyst; Associate | 1987–1994 | Credit/risk management foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in RGLD proxy biography |
Fixed Compensation
Multi-year CEO compensation and 2024 fixed elements.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 777,000 | 865,000 | 896,000 |
| Target Bonus (% of salary) | — | 100% (consistent with prior years) | 100% |
| Actual Bonus Paid ($) | 949,000 | 862,000 | 935,000 |
| Stock Awards ($) | 1,298,851 | 2,507,551 | 2,303,093 |
| All Other Compensation ($) | 35,689 | 47,506 | 50,415 |
| Total Compensation ($) | 3,060,540 | 4,282,057 | 4,184,508 |
Notes:
- 2024 base salary increased ~3.6% vs 2023; short-term incentive target maintained at 100% of salary.
Performance Compensation
Short-term incentive design aligns to operational, growth, cost discipline, stewardship/risk, and individual goals; long-term equity split equally between time-based restricted shares and 3-year relative TSR performance shares.
- 2024 Short-term incentive scorecard (CEO weighting/result/payout)
| Metric | Weight | Target | Actual vs target | Payout factor |
|---|---|---|---|---|
| Gross GEO Production (price-normalized) | 30% | At budget | 110% | 110% |
| Net GEOs in Reserves & M&I Resources | 20% | At budget | 15% | 15% |
| Expense Control (Adjusted Cash G&A) | 10% | At budget | 143% | 143% |
| Stewardship & Risk Management | 15% | Committee assessment | 175% | 175% |
| Individual Performance | 25% | Pre-set goals | CEO achieved 27.8% contribution to total score | Varies |
| Overall Payout | — | — | — | 104.4% of target (CEO) |
- 2024 Long-term incentives (granted March 1, 2024)
| Award type | Grant date | Shares (#) | Grant date fair value ($) | Vesting |
|---|---|---|---|---|
| Time-based RSAs | 3/1/2024 | 11,130 | 1,175,885 | Ratable over 3 years; continued service required |
| TSR Performance Shares (target) | 3/1/2024 | 11,300 | 1,127,209 | Vest after 3 years based on relative TSR: 35th pct=0%, 60th=100%, 85th=200% |
- 2024 LTI performance vesting outcomes (awards granted earlier)
- TSR PS granted Aug 2021: 57th percentile → 88% vested; Mar 2022: 59th percentile → 96% vested.
- No stock options/SARs granted in 2024.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial share holdings (12/31/2024) | 106,706 shares; valued at 17.1x salary under guidelines |
| CEO ownership guideline | 4x salary; hold 50% of net after-tax shares until guideline met |
| Compliance status | Exceeds guideline (17.1x salary vs 4x requirement) |
| Anti-hedging/anti-pledging | Hedging and pledging of Company stock prohibited by policy |
| Shares outstanding (3/27/2025) | 65,806,036 shares outstanding; implies ~0.16% ownership for CEO (106,706/65,806,036) |
- Insider activity indicators (2024):
- Options exercised: 17,386; value realized $1,161,380. Stock vested: 19,426; value realized $2,556,996. These create periodic liquidity events but are subject to preclearance and open window/Rule 10b5-1 plan controls (90-day cooling-off).
Outstanding Equity (as of 12/31/2024)
| Instrument | Detail |
|---|---|
| Stock options/SARs outstanding | ISO/SSAR exercisable: 8,920 @ $83.29 exp 8/16/2026; 9,200 @ $87.42 exp 8/23/2027; 10,720 @ $77.73 exp 8/21/2028; 7,810 @ $124.60 exp 8/13/2029; 3,910 @ $121.12 exp 1/2/2030; 15,520 @ $139.84 exp 8/18/2030 |
| Unvested RSAs | 1,500 (8/18/2020); 1,557 (3/3/2022); 6,373 (3/2/2023); 11,130 (3/1/2024) |
| Unearned performance shares (target) | GEO PS: 884 (8/18/2020); TSR PS: 4,750 (3/3/2022); 9,700 (3/2/2023); 11,300 (3/1/2024) |
Employment Terms
| Term | Provision |
|---|---|
| CEO agreement start/term | Initial 1-year term began Jan 2, 2020 with auto-renewals; extended to Apr 2, 2025 on Nov 19, 2024; new agreements signed Mar 17, 2025 with indefinite term and substantially similar provisions |
| Base salary floor | At least $650,000 annually; actual 2024 base = $896,000 |
| STI/LTI eligibility | Eligible for annual STI and LTI consistent with NEO program |
| Non-compete/non-solicit | 12 months post-termination |
| Severance (no change in control) | Lump sum = salary + average STI for prior 3 years (estimated $1,806,333 for CEO as of 12/31/2024 scenario) |
| Severance (double-trigger CoC) | 2.5x salary + 2.5x average STI for CEO; 12 months COBRA at active rates; equity vests in full at max (where applicable) upon qualifying termination in connection with CoC (estimated CEO total $14,465,071 including $4,515,833 cash, $32,272 COBRA, $2,710,836 RS, $7,206,130 PS) |
| Clawback | Recoupment policy compliant with Nasdaq for accounting restatements; discretionary recoupment for improper conduct; applies to current/former executive officers |
| Tax gross-ups | None, including in CoC |
Board Governance (Director Service)
| Attribute | Detail |
|---|---|
| Board role | Class I Director since Jan 2020; term expires 2027; not independent (insider) |
| Governance structure | Independent Chair (separate from CEO); policy to appoint lead independent if Chair becomes non-independent |
| Committee roles | None (CEO/insider; committees comprised of independent directors) |
| Attendance (2024) | Board held 9 meetings; each director attended all Board and committee meetings on which they served |
| Director compensation | Employee directors receive no additional director fees; compensation reported in SCT |
Dual-role implications: CEO is also a director (non-independent), but risk of power concentration is mitigated by an independent Board Chair, independent-only committees (Audit; CNG), quarterly executive sessions, majority voting standard, and robust stock ownership/anti-hedging/pledging policies.
Director Compensation (for context; CEO receives none)
| Element | 2024 Program |
|---|---|
| Annual Board retainer | $70,000 cash; Chair retainer $115,000 |
| Meeting/site fees | $1,500 per meeting; $1,500 per mine site visit |
| Annual equity | $150,000 target; 50% vests at grant, 50% at 1-year; deferral available |
Compensation & Incentives Structure (Program-Level Signals)
- Mix: High proportion of at-risk pay (STI/LTI) with 50/50 RSA/TSR-PS LTI; no options since 2021.
- STI weighting increased to 60% quantitative in 2024 (more rigorous), and TSR is sole LTI performance metric, simplifying and sharpening alignment.
- Ownership: Strong guidelines (CEO 4x salary) and significant personal holdings (17.1x salary) reinforce alignment; hedging/pledging prohibited.
- Governance: No tax gross-ups; no option repricing; double-trigger equity vesting in CoC.
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 98% support at 2024 annual meeting; strong investor endorsement of design.
- 2023 say-on-pay also received 98% approval, reflecting consistent support.
- Ongoing engagement: 45 institutional investors engaged in 2024 (~33% of shares), with positive sentiment on management execution; investors flagged development timeline and jurisdictional risk concerns sector-wide.
Compensation Peer Group & Targets
| Year | Peer group snapshot | RGLD market cap and percentile vs peers | Targeting policy |
|---|---|---|---|
| 2024 | Agnico Eagle, Alamos, B2Gold, Eldorado, Franco-Nevada, Hecla, Kinross, Osisko, Pan American, SSR Mining, Wheaton PM | $7.946B; 67th percentile | Total direct comp targeted within ~15% of peer median |
| 2025 | Same overall construct; peers updated; used by WTW; also broader TSR peer set adds Newmont, Barrick, Equinox, Coeur, Sandstorm, OceanaGold, Lundin, Triple Flag, IAMGOLD | $8.67B; 60th percentile | Maintain within ~15% of median; increased LTI targets for non-CEO NEOs in 2024 to align to median |
Performance & Track Record (selected)
- 2024 performance: Record revenue $719.4M; operating cash flow $529.5M; earnings $332.0M; GEO production ~301,500; liquidity ~$1.2B; dividend increased for 24th straight year; ~$106M royalty acquisitions; zero net debt by year-end via full repayment.
- Pay-versus-performance: 2024 company TSR value of $137.1 on a $100 base vs peer index at $177.7; 2023 CAP vs TSR/net income/GEOs presented in proxy.
Related Party Transactions and Red Flags
- Related-party transactions: None required to be reported for 2024 (other than disclosed consulting with a former COO; not related to CEO).
- Policies: Anti-hedging/pledging; no tax gross-ups; no option repricing; clawback compliant with Nasdaq.
- Risk review: Compensation risk assessed as not likely to have a material adverse effect; multiple metrics with caps and committee discretion.
Investment Implications
- Alignment: Strong pay-for-performance design with increased quantitative STI weight, performance-share-only LTI metric (relative TSR), and robust CEO ownership (17.1x salary) reduces agency risk. This supports long-run comp-to-value alignment.
- Near-term selling pressure: 2024 saw meaningful vesting (19,426 shares) and option exercises (17,386 shares), and additional RSAs/TSR PS grants vest ratably or at end of 3-year periods through 2026–2027, which can create periodic liquidity events—but activity is constrained by strict trading controls and anti-hedging/pledging policies.
- Change-of-control economics: CEO’s double-trigger CoC package (~$14.5M in a 12/31/2024 scenario) is sizable (2.5x salary and STI average plus full equity acceleration at max), which can influence negotiation incentives in strategic transactions; however, double-trigger mitigates “windfall” risk.
- Governance quality: Independent Chair, independent-only committees, high say-on-pay support (98%), no gross-ups, and clawback compliance reduce governance discount risk; CEO’s director role does not present concentration-of-power concerns given structural safeguards.
- Execution/sector sensitivity: Program ties to gold-levered KPIs (GEO production, reserves/resources, cost discipline) and relative TSR; realized payouts will remain sensitive to macro gold price and operator performance at royalty/stream assets.