Royal Gold Inc DEF 14A, filed Apr 4, 2025

Royal Gold Inc (RGLD)

DEF 14A 2025-04-04 For: 2025-05-22

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Added on June 12, 2026

About this DEF 14A

Royal Gold Inc filed this DEF 14A on April 4, 2025.

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x			Filed by the Registrant
o			Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
o			Preliminary Proxy Statement
o			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Under Rule 14a-12


How to Vote
						Telephone 1-800-690-6903

						Internet www.proxyvote.com

						Mail Mark, sign, date, and return the enclosed proxy card or voting instruction form.

						At the Virtual Annual Meeting Vote through the online platform.


Notice of 2025 Annual Meeting of Stockholders						1

Company Highlights						3
About Royal Gold, Inc.						3
2024 Company Performance						4

Proxy Statement Summary						5
Voting Roadmap						5
Election of Directors						6
2024 Executive Compensation Overview						8


Election of Directors						11
Board Characteristics						11
Our Board Nominees						12
Conditional Resignation Policies						22
Director Nomination Process						23

Corporate Governance						24
Governance Highlights						24
Board Structure						25
The Board’s Role and Responsibilities						27
Director Engagement						29
Stockholder Engagement and Director Communications						31
Other Governance Policies and Practices						32

Director Compensation						34
Overview						34
2024 Director Compensation Table						36

Executive Compensation						38


Advisory Vote to Approve the Compensation of our Named Executive Officers						38


Compensation Discussion & Analysis						39
Compensation, Nominating, and Governance Committee Report						57

Executive Compensation Tables						58
Summary Compensation Table						58
Grants of Plan-Based Awards in 2024						59
Outstanding Equity Awards at the End of 2024						60
Options Exercised and Stock Vested in 2024						62
Potential Payments Upon Termination or Change of Control						62
CEO Pay Ratio						64
2024 Pay Versus Performance						64


Approval of the 2025 Incentive Plan						68
Equity Compensation Plan Information						76


Ratification of Appointment of Ernst & Young LLP as Independent Auditor						78
Independent Registered Public Accounting Firm Fees and Services						79
Preapproval Policies and Procedures						79
Audit Committee Report						80

Stock Ownership Information						81
Directors and Executive Officers						81
Other Beneficial Owners						82
Delinquent Section 16(a) Report s						82

Other Information						83

Appendix A - Royal Gold, Inc. 2025 Incentive Plan


					Board Committees
Director Name & Current Position		Age	Director Since	Independent	Audit Committee	CNG Committee
Class I Directors (Term Expires 2027)
	William Heissenbuttel President and CEO	59	2020
	Jamie Sokalsky Retired Mining Executive Chair of Audit Committee	67	2015
Class III Directors (Term Expires 2026)
	Fabiana Chubbs Retired Mining Executive Financial and Internal Controls Expert	59	2020
	Kevin McArthur (resigning effective May 22, 2025) Retired Mining Executive Experienced Mine Operator	70	2014
	Sybil Veenman Retired Mining Executive Corporate Governance and Legal Expert Chair of the CNG Committee	61	2017


x			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11


Dear Fellow Stockholders, 2024 was another very successful year for Royal Gold. We reported exceptional financial results with records for revenue, operating cash flow, and earnings. Our gold-focused portfolio performed very well with the tailwind of a strong and rising gold price, and during the year we added two high-quality royalty interests in safe jurisdictions, completely repaid our outstanding debt, and increased our dividend for the 24th consecutive year, all of which we funded from robust cash flow. These achievements are consistent with our objective of providing stockholders with well-managed exposure to precious metals. A long-standing commitment to corporate governance best practices has been a cornerstone of our success, and we strive to ensure that your Board of Directors is comprised of individuals who understand our business and have the experience and expertise to help guide strategic decision-making. We are fortunate that Kevin McArthur has served your Board since March 2014 as a director, and since May 2014 as a member of the Compensation, Nominating, and Governance Committee. He has provided invaluable contributions in both roles over the past eleven years. Kevin has decided to resign from your Board at the conclusion of the 2025 annual meeting of stockholders to assume a new role that he expects will require significant demands of his attention, and on behalf of your Board, I would like to thank him for his many contributions to Royal Gold.
			“Royal Gold’s financial performance in 2024 was exceptional against the backdrop of a strong and rising gold price throughout the year.”
After thorough consideration, your Board is nominating Mark Isto for election as the newest member of the Board of Directors. Mark is well known to your Board after having worked with Royal Gold for eight years before retiring in September 2023 from his final position as Executive Vice President and Chief Operating Officer. Over the course of his 40-year career in mine engineering, management, and project development, Mark has demonstrated the technical and leadership skills required to effectively contribute to the Board of Directors of Royal Gold, and I believe that Mark will bring a fresh perspective to Board discussions. We look forward to reviewing the achievements of 2024 with you, and you are cordially invited to join us virtually for our 2025 annual meeting of stockholders on May 22, 2025, at 9 a.m. Mountain Time. Holders of record of our common stock on March 27, 2025 are entitled to notice of and to vote at the virtual annual meeting. The accompanying notice of annual meeting and proxy statement describe the business to be conducted at the meeting. On behalf of your Board of Directors, I thank you for your continued support. Sincerely, William Hayes Chair of the Board



			Please Vote It is important that your shares are represented and voted at the virtual annual meeting. Even if you expect to log into the virtual annual meeting, please vote your shares as promptly as possible by telephone or the internet or by signing, dating, and returning the proxy card mailed to you if you received a paper copy of this proxy statement.



Election of the three Class II director nominees identified in the accompanying proxy statement.

			FOR each director nominee



Approval, on an advisory basis, of the compensation of our named executive officers.

			FOR



Ratification of the appointment of Ernst & Young LLP as our independent registered public accountant for the fiscal year ending December 31, 2025.

			FOR


						When Thursday, May 22, 2025 9:00 a.m. Mountain Time

						Where You can attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/RGLD2025, where authenticated stockholders will be able to listen to the meeting live, submit questions, and vote. The 2025 annual meeting of stockholders of Royal Gold will be held entirely online via live audio webcast. The webcast is designed to provide stockholders the opportunity to participate virtually to facilitate stockholder attendance and to provide a consistent experience to all stockholders, regardless of location.

						Who You are eligible to vote at the virtual annual meeting and any postponement or adjournment of the meeting if you are a holder of Royal Gold’s common stock at the close of business on March 27, 2025 (the “Record Date”).



Election of Three Class II Director Nominees to Serve until the 2028 Annual Meeting The Board recommends you vote FOR each director nominee. These individuals bring a range of relevant experience and overall diversity of perspectives that is essential to good governance and leadership of Royal Gold.

(see page 11)



Advisory Vote on Executive Compensation The Board recommends you vote FOR this “say-on-pay” advisory proposal because the Board believes that our compensation policies and practices are effective in achieving our compensation goals of paying a competitive salary, providing attractive annual and long-term incentives to reward growth, and linking management interests with stockholder interests.

(see page 38)



Approval of the Royal Gold, Inc. 2025 Incentive Plan The Board recommends you vote FOR the approval of the 2025 Incentive Plan. We believe that voting in favor of the 2025 Incentive Plan is important, as a well-designed equity program serves to strengthen the alignment of employees’ long-term economic interests with those of stockholders while not causing unreasonable dilution to stockholders.

(see page 68)


	Our corporate governance practices are designed to protect and promote long-term value

•Separate CEO and Chair •Lead independent director appointed if Board Chair is not independent •Independent Board Chair and Audit and Finance Committee (“Audit Committee”) and Compensation, Nominating and Governance Committee (“CNG Committee”) members •All Audit Committee members are deemed financial experts •Majority voting in uncontested director elections •Independent directors average one outside public company board •Thorough director onboarding program •Continuing director education is encouraged and funded •Quarterly regulatory and governance updates provided •Annual Board and committee self-assessments •Robust director and management succession planning processes •Regular executive sessions of the Board and committees •Annual compliance reviews of corporate governance policies and charters •Quarterly Board review of enterprise risk management program		•Quarterly Audit Committee review and annual Board review of cybersecurity program •Regular stockholder engagement •Stock ownership guidelines for directors and executives •Annual advisory say-on-pay vote •CNG Committee retention of independent compensation consultant to assist with executive and director compensation •Focus on pay for performance in executive compensation program •Robust insider trading policy •No tax gross-ups or excessive perquisites •No stock option repricing without stockholder approval •Policies against hedging and pledging stock •Strong Code of Business Conduct and Ethics and Whistleblower Policy •Promotion of equal opportunity work environment supported by our People Policy •Clawback policy to recoup incentive-based compensation from executive officers for accounting restatements and improper conduct


Name and Principal Position	Salary	Non-Equity Incentive Plan Compensation	Stock Awards	All Other Compensation	Total Compensation
William Heissenbuttel President and CEO	$896,000	$935,000	$2,303,093	$50,415	$4,184,508
Paul Libner SVP and CFO	$480,000	$374,000	$881,002	$42,171	$1,777,173
Daniel Breeze SVP Corp Dev, RGLD Gold AG	$514,649	$403,312	$863,513	$63,164	$1,844,638
Martin Raffield SVP Operations	$445,000	$346,000	$762,925	$42,535	$1,596,460
Randy Shefman SVP and GC	$464,000	$367,000	$794,733	$43,651	$1,669,384


100%		86%
	Executive Experience in the Mining Industry		Independent*



67		9
	Average Age*		Average Tenure in Years*



Ratification of Appointment of Ernst & Young LLP as Independent Auditor for 2025 The Board recommends you vote FOR this proposal. Our Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for 2025 and is asking stockholders to ratify this selection.

(see page 78)




Election of Directors Our Board consists of seven directors divided into three classes. Each class serves for a staggered three-year term. The Class II directors elected at our 2025 annual meeting will serve until our 2028 annual meeting or until their successors are elected and qualified or their earlier death or resignation. Our Board has nominated William Hayes, Mark Isto, and Ronald Vance to stand for election as Class II directors at our 2025 annual meeting. Each nominee was nominated by our Board based on the recommendation of the CNG Committee. In making these nominations, our Board and CNG Committee considered each nominee’s experience, qualifications, and skills as described below. Messrs. Hayes and Vance are currently serving on our Board and were most recently elected by stockholders at our 2022 annual meeting. Mr. Isto previously served as our Executive Vice President and Chief Operating Officer until his retirement in September 2023. The CNG Committee recommended that our Board nominate Mr. Isto for election at the annual meeting because of his strong technical expertise and knowledge of the Company’s assets and operations, qualifications which will become particularly valuable following Mr. McArthur's resignation from the Board. Each nominee has consented to serve as a director if elected. We have no reason to believe that any nominee will be unable or unwilling to serve if elected. However, if that occurs prior to the annual meeting, proxies may be voted for another person nominated as a substitute by the Board or the Board may reduce the number of directors.


Recommendation The Board unanimously recommends that you vote “FOR” each director nominee. These individuals bring a range of relevant experience and perspectives that are essential to good governance and leadership of Royal Gold. Vote Required for Approval Each director must be elected by the majority of votes cast at the annual meeting, with a quorum present. This means the number of shares voted for a nominee must exceed the number of shares voted against the nominee. Mr. Hayes and Mr. Vance have each tendered to the Board a contingent, irrevocable resignation that will become effective only if the nominee fails to receive the required majority vote and the Board accepts the resignation. If Mr. Hayes or Mr. Vance does not receive a majority of the votes cast, the CNG Committee will make a recommendation to the Board whether to accept or reject the resignation or whether some other action should be taken. The Board will act, taking into account the recommendation of the CNG Committee, and publicly disclose its decision and the rationale behind its decision within 90 days after the date of the certification of the election results. The director at issue will not participate in the discussion or decision of the Board. Mr. Isto will not be elected to the Board if he does not receive a majority of the votes cast at the annual meeting.



			Mining Industry Experience			Prior Experience: Mr. Hayes has over 35 years of progressive experience focused on mining. Mr. Hayes retired from Placer Dome Inc., where he served as Executive Vice President for Project Development and Corporate Affairs from 2004 to 2006, Executive Vice President for USA and Latin America from 2000 to 2004, and Executive Vice President for Latin America from 1994 to 2000. Mr. Hayes also worked as an executive, including chief financial officer, for various mining operations in Latin America. Other Directorships: •Tethyan Copper Company as Chairman of the Board (2007 – 2022) •Antofagasta plc (LON: ANTO) (2006 – 2019) Key Skills and Qualifications: Mr. Hayes has provided over a decade of leadership to our Board. His skills at building a relationship of mutual trust and candor with management ensure that our Board timely receives information and the Board’s feedback is reflected in Royal Gold’s day-to-day business. His experience in project and operations management for a large global mining company, enhanced by his oversight of project development and safety in his role as a board member of other global mining companies, also enables him to bring valuable expertise to our Board regarding human capital management, stakeholder engagement, and assessment of our strategic objectives from a financial, operational, and sustainability perspective.
			Business Development/Capital Markets/Banking/Finance/M&A
			Board Service at Other Public Companies
			CEO, CFO or Other Management Experience
			Accounting
			Corporate Governance
			Human Capital Management
			International Business
			Risk Management



			Mining Industry Experience			Prior Experience: Mr. Vance has over 40 years of experience in mining and corporate development. Mr. Vance retired from Teck Resources Ltd., where he served as Senior Vice President, Corporate Development from 2006 to 2014. Prior to joining Teck Resources, Mr. Vance worked as Managing Director of Rothschild (Denver) Inc. from 1991 to 2000 and as Managing Director/ Senior Advisor of Rothschild Inc. from 2000 to 2005. Other Directorships: •Ivanhoe Electric Inc. (NYSE American: IE) (June 2023 – present) •Southern Peaks Mining L.P. as Chairman of the Board (2018) Key Skills and Qualifications: Mr. Vance’s business development experience with two large international mining companies and his extensive experience in all aspects of corporate and business development and strategic planning enable him to bring valuable expertise to our Board with respect to the mining industry, financial markets, risk assessment, and regulatory matters.
			Business Development/Capital Markets/Banking/Finance/M&A
			Board Service at Other Public Companies
			CEO, CFO or Other Management Experience
			Accounting
			Corporate Governance
			Human Capital Management
			International Business
			Legal and Regulatory
			Risk Management



			Mining Industry Experience			Prior Experience: Ms. Chubbs has over 25 years of progressive experience in the mining industry. Ms. Chubbs served as Chief Financial Officer of Eldorado Gold Corporation from 2011 until her retirement in April 2018. She joined Eldorado Gold in 2007 and led treasury and risk management functions until accepting the Chief Financial Officer position. Prior to Eldorado Gold, Ms. Chubbs was a Senior Manager with PwC Canada. During her ten years at PwC Canada, she specialized in audits of public mining and technology companies. Ms. Chubbs started her career in her native Argentina, with experience divided between PwC Argentina and IBM. Ms. Chubbs holds dual degrees from the University of Buenos Aires, including a Certified Public Accountant bachelor’s degree and a Bachelor of Business Administration degree. She is a Chartered Public Accountant in Canada. Other Directorships: •Lithium Americas Corp. (TSX and NYSE: LAC) (June 2019 – present) Key Skills and Qualifications: Ms. Chubbs’ extensive international and financial experience as the CFO of a large public mining company with substantial international operations, together with her experience as an independent auditor of public mining companies during her tenure at PwC Canada and her expertise in Sarbanes-Oxley Act controls, risk management, and technology, enable her to bring valuable expertise to our Board with respect to global business issues and oversight of our financial position and condition and the accurate reporting thereof.
			Business Development/Capital Markets/Banking/Finance/M&A
			Board Service at Other Public Companies
			CEO, CFO or Other Management Experience
			Accounting
			Corporate Governance
			International Business
			Risk Management



			Mining Industry Experience			Prior Experience: Mr. Heissenbuttel has more than 36 years of corporate finance experience, including 30 years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel has served as our President and Chief Executive Officer and a Class I director since January 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy from 2018 to January 2020, Vice President Corporate Development from 2007 to 2018, Vice President Operations in 2015 and 2016, and Manager Corporate Development in 2006 and 2007. Prior to joining Royal Gold, Mr. Heissenbuttel served as Senior Vice President from 2000 to 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994, he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover. Mr. Heissenbuttel holds a Master of Business Administration degree from the University of Chicago and a Bachelor of Arts degree from Northwestern University. Key Skills and Qualifications: Mr. Heissenbuttel was selected to serve on our Board because of his perspective and experience as our President and CEO; skills at stakeholder engagement; extensive business development, accounting and finance experience; broad understanding of global mining businesses; and risk management skills. These skills enable him to bring valuable expertise to our Board with respect to evaluating significant investments in royalty and stream interests in mining properties around the world, balancing competing interests, and addressing governance, disclosure and risk management challenges.
			Business Development/Capital Markets/Banking/Finance/M&A
			CEO, CFO or Other Management Experience
			Corporate Governance
			Human Capital Management
			International Business
			Legal and Regulatory
			Risk Management



			Mining Industry Experience			Prior Experience: Mr. Sokalsky has over 30 years of progressive experience in the mining industry. Mr. Sokalsky’s experience in the mining industry began in 1993 as Treasurer and Vice President of Barrick Gold Corporation, where he also served as Chief Financial Officer from 1999 to 2012 and CEO, President, and a director from 2012 to 2014. Other Directorships: •Probe Gold, Inc. (TSX: PRB) as Chairman of the Board (2015 – present) •Agnico Eagle Mines Ltd. (NYSE: AEM) as Lead Director (2015 – present) Key Skills and Qualifications: Mr. Sokalsky’s extensive experience in the mining industry, experience in leading a large global mining company, his expertise in many of the issues facing complex, global companies, together with his finance and strategic expertise enable him to bring valuable expertise to our Board with respect to planning for the long term, offering value to mining operators, stakeholder engagement, and anticipating risks and competitive threats.
			Business Development/Capital Markets/Banking/Finance/M&A
			Board Service at Other Public Companies
			CEO, CFO or Other Management Experience
			Accounting
			Corporate Governance
			Human Capital Management
			International Business
			Risk Management



			Mining Industry Experience			Prior Experience: Ms. Veenman has 30 years of progressive experience in the mining industry. Ms. Veenman retired from Barrick Gold Corporation in 2014, where she served in various officer positions from 1994 to 2014, including Senior Vice President and General Counsel and a member of the executive leadership team from 2010 to 2014. Other Directorships: •Major Drilling Group International Inc. (TSX: MDI) (December 2019 – present) •NexGen Energy Ltd. (TSX and NYSE: NXE) (August 2018 – present) •IAMGOLD Corporation (NYSE: IAG) (December 2015 – May 2021) •Noront Resources Ltd. (TSX-V: NOT) (August 2015 – February 2020) Key Skills and Qualifications: Ms. Veenman’s extensive mining industry, legal and corporate governance experience as chief legal officer and member of the leadership team at a global gold mining company, and her substantial involvement on public company boards, enable her to bring valuable expertise to our Board with respect to the mining industry and to Royal Gold’s corporate governance, compensation plans, investment stewardship strategy and management of legal and other risks.
			Business Development/Capital Markets/Banking/Finance/M&A
			Board Service at Other Public Companies
			CEO, CFO or Other Management Experience
			Corporate Governance
			Human Capital Management
			International Business
			Legal and Regulatory
			Risk Management
			Sustainability / Corporate Responsibility



			86 %			6 out of 7 current directors are independent, and following the annual meeting, 5 out of 7 directors will be independent.


	Succession Planning

The CNG Committee considers the current and long-term needs of our business and maintains a list of potential director candidates based on our emerging needs and current Board structure, tenure, skills, diversity, and experience.

	Identify Qualified Candidates

Whenever a vacancy arises or the Board determines that it would be advisable to add another director, the CNG Committee considers a pool of qualified director candidates, which might include candidates identified by an independent search firm in addition to the list of potential director candidates maintained by the CNG Committee. In accordance with the Board’s Governance Guidelines, the CNG Committee includes diverse individuals in any director search. Specifically, when identifying new director candidates, the CNG Committee requires that the initial list of candidates, whether generated internally or by a search firm, includes qualified candidates of gender, racial, or ethnic diversity. In addition, the CNG Committee considers the following qualifications, among others:
•Experience in mining and mine finance •Independence •Integrity •Broad business judgment and leadership skills •Areas of expertise		•Skills that may fill gaps on the Board •Personal qualities and reputation in the business community •Ability and willingness to commit adequate time to Board and committee duties

	In-depth Review and Interview Process

Director candidates are generally interviewed by all members of our Board.

	Decision and Nomination

The CNG Committee recommends, and the full Board approves, nominees who they believe are best qualified to serve the interests of Royal Gold and its stockholders.

	Election

Director nominees are presented to stockholders for election to a three-year term.



						Result:
			Board consisting of directors with a range of relevant experience and varying tenures.



Board •Oversees the Company’s business strategy and strategic planning •Assesses the opportunities and risks associated with the Company’s current strategy as well as any proposed changes or new strategies •Believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties, including by delegating certain subject matter areas to relevant committees, while also discussing committee reports and initiatives as a full Board •Receives regular updates regarding potential business opportunities, providing valuable feedback to management in light of the extensive experience of the directors in the mining industry						While the Board’s oversight and management’s execution of business strategy are viewed with a long-term mindset, the Board and management promote agility by regularly monitoring progress and results against the Company’s business strategy.


Company Management •Develops the Company’s business strategy in consultation with the Board •Charged with executing the business strategy



The Board is committed to oversight of the Company’s business strategy and strategic planning, including work embedded in regular Board and committee meetings, as well as a dedicated Board session each year to focus on strategy.



This ongoing effort enables the Board to focus on Company performance over the short, intermediate, and long term.


			Annual Review

The CNG Committee oversees a formal annual evaluation process to assess the effectiveness of our Board and its two standing committees. Approximately once every three years, the CNG Committee engages an external consultant to facilitate the annual evaluation. We last utilized an independent external consultant to facilitate our formal annual Board evaluation in 2023.

			Board Assessment

Our Board’s self-assessment focuses on numerous aspects of corporate governance and performance of the Board’s duties and responsibilities, including, for example, the Board’s culture and interactions with management; the structure, size, competencies, and experience of the Board and its committees; the Board’s effectiveness in guiding strategic direction; succession planning; and the adequacy of agendas, time allotments, and information provided to directors. Our Board assesses progress in the areas targeted for improvement from the evaluation and develops action plans aimed at enhancing our Board’s and its committees’ effectiveness over the next year. Items requiring follow-up are monitored on an ongoing basis by our Board and committees.

			Committee Assessment

Simultaneously with the Board’s self-assessment, committee members assess the performance and effectiveness of the committee on which they serve.



Discussion of Outcome Our Board has determined the Board and its committees operated effectively during 2024. Follow Up The CNG Committee takes into account the assessment results, and in particular the assessment of directors’ skills and qualifications, when recommending director nominees to stockholders. Policies and practices of the Board may be updated based on the assessment results. Director suggestions for improvements to the assessment process are incorporated on an ongoing basis.



Write to us Royal Gold, Inc. Attention: Corporate Secretary 1144 15th Street, Suite 2500 Denver, Colorado 80202


Compensation Element for Non-employee Directors			2024
Annual Board Retainer (1)			$70,000
Board and Committee Meeting Fees (1)			$1,500 / Meeting Attended
Site Visit Fees(1)			$1,500 / Mine Site Visit
Annual Retainer for Board Chair (1)			$115,000
Annual Retainer for Committee Chairs (1)			$25,000
Annual Equity Award (2)			$150,000 Equity Value Target



We expect our non-employee directors to have a significant long-term financial interest in Royal Gold. To encourage alignment with the interests of stockholders, each non-employee director is required to own shares of our common stock equal in value to at least $600,000 within five years from the date of their first equity grant. If there is a significant decline in Royal Gold’s stock price that causes a director’s holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to meet the threshold but must refrain from selling shares until the threshold has again been achieved. Directors are also prohibited from hedging against their investments in our stock or pledging their shares.			Non-employee directors hold, on average, Royal Gold stock valued at 3.4x the target ownership amount of shares valued at $600,000


Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)
William Hayes	207,500	150,023	357,523
Fabiana Chubbs	92,500	150,023	242,523
Kevin McArthur	92,500	150,023	242,523
Jamie Sokalsky	117,500	150,023	267,523
Ronald Vance	92,500	150,023	242,523
Sybil Veenman	117,500	150,023	267,523




Advisory Vote to Approve the Compensation of our Named Executive Officers We are seeking stockholder approval of an advisory resolution on the compensation of our NEOs as described in the Compensation Discussion and Analysis, compensation tables, and related narrative discussion included in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to express a view on our 2024 executive compensation policies and practices and the compensation paid to our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation policies and practices relating to our NEOs as described in this proxy statement. Because your vote is advisory, it will not be binding on the Board. However, as they have done in prior years, the Board and CNG Committee will consider the outcome of the say-on-pay vote when considering future compensation arrangements. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires, at least once every six years, that we solicit the preference of our stockholders regarding the frequency for conducting the say-on-pay vote — every year, every two years, or every three years. At our 2023 annual meeting of stockholders, our stockholders approved, on an advisory basis, holding the say-on-pay votes annually, and our Board adopted a practice of providing for an annual say-on-pay vote.


Recommendation Our Board unanimously recommends a “FOR” vote regarding our named executive officer compensation because our Board believes that our compensation policies and practices are effective in achieving our compensation goals of paying a competitive salary, providing attractive annual and long-term incentives to reward growth, and linking management interests with stockholder interests. Stockholders are asked to approve the following advisory resolution: RESOLVED, that the compensation paid to Royal Gold’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved. Vote Required for Approval The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to approve this proposal.