Royal Gold Inc DEF 14A, filed Apr 3, 2026

About this DEF 14A

Royal Gold Inc (RGLD)

DEF 14A 2026-04-03 For: 2026-05-21

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Added on June 12, 2026

Fabiana Chubbs

Sybil Veenman

•Independent director since 2020
•Audit Committee member, with public company CFO and
Big Four audit experience
•CNG Committee member
•Retired mining executive
•Age 60

•Independent director since 2017
•Corporate governance and legal expert
•Chair of the CNG Committee
•Retired mining executive
•Age 62

Royal Gold Inc filed this DEF 14A on April 3, 2026.

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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 2026 Annual Meeting of Stockholders		1
About Royal Gold, Inc.		3
2025: A Year of Transformation		4

Proxy Statement Summary		5
Voting Roadmap		5
Election of Directors		6
2025 Executive Compensation Overview		8

	Proposal 1

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		28
Director Engagement		30
Stockholder Engagement and Director Communications		32
Other Governance Policies and Practices		33

Director Compensation		35
Overview		35
2025 Director Compensation Table		37

Executive Compensation		39
	Proposal 2

Advisory Vote to Approve the Compensation of our Named Executive Officers		39


Compensation Discussion & Analysis		40
Compensation, Nominating, and Governance Committee Report		59

Executive Compensation Tables		60
Summary Compensation Table		60
Grants of Plan-Based Awards in 2025		61
Outstanding Equity Awards at the End of 2025		62
Options Exercised and Stock Vested in 2025		64
Potential Payments Upon Termination or Change in Control		64
CEO Pay Ratio		65
2025 Pay Versus Performance		66
Equity Compensation Plan Information		68

	Proposal 3

Ratification of Appointment of Ernst & Young LLP as Independent Auditor		70
Independent Registered Public Accounting Firm Fees and Services		71
Preapproval Policies and Procedures		71
Audit Committee Report		71

Stock Ownership Information		72
Directors and Executive Officers		72
Other Beneficial Owners		72

Other Information		73



Index of Frequently Requested Information

Board Composition	6	2025 Pay Versus Performance	66
CEO Pay Ratio	65	Peer Group Selection and Composition	47
Clawback Policy	58	Stock Ownership Guidelines for Directors	36
Board Skills Matrix	13	Stock Ownership Guidelines for NEOs	57


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



Mission To shape the future of mine finance through creativity, collaboration and a commitment to mutually beneficial outcomes for all stakeholders		Vision To be the gold standard as an employer, a financing partner, an investment and a community member



PEOPLE Initiative, Ethics, Skills, Cooperation, Culture	PROCESSES Enterprise Risk Management, Board and Committee Effectiveness, Portfolio Monitoring, Due Diligence	PRINCIPLES Strategy, Consistency, Discipline, Reliability, Transparency


Dear Fellow Stockholders, 2025 was very successful for Royal Gold, and for a second consecutive year, we reported records for revenue, operating cash flow and earnings. Strong underlying performance from the portfolio allowed us to benefit from a steadily rising gold price throughout the year. We also achieved several strategic objectives that strengthen the Company for the long term, including the completion of substantial acquisitions that add to the scale, growth potential and diversification of our portfolio. The most significant of these was our acquisition of Sandstorm Gold and Horizon Copper, which was the largest transaction we have ever completed. Your Board reviews growth opportunities as an agenda item in all regular meetings and we were aware of the strategic rationale for a potential Sandstorm and Horizon acquisition long before the beginning of serious discussions in early 2025. Your Board played an active role leading up to those discussions and throughout the entire transaction process to ensure stockholder interests were considered. Several special and regular Board meetings were held to discuss updates as the transaction advanced, and the collective skill set and experience of your Board allowed us to provide the appropriate oversight of each stage of the process. Our extensive involvement confirmed our view that the strategic rationale for the transaction was sound, and we were pleased to see that stockholders agreed. We had very strong stockholder support at our special meeting to approve the transaction, with over 80% of shares represented and over 99% of the votes cast in support.

	“This was a transformational year for Royal Gold, and our activity in 2025 positions us as a premier company in our sector.”
I’ll also highlight that we approved the 25th consecutive annual increase to our dividend in 2025. Our long-standing commitment to returning capital to stockholders is unique among our peers, and this increase further cements Royal Gold’s position as the company with the longest record of dividend payment and growth in the precious metals sector. We look forward to reviewing the achievements of 2025 with you, and you are cordially invited to join us virtually for our 2026 annual meeting of stockholders on May 21, 2026, at 9 a.m. Mountain Time. Holders of record of our common stock on March 26, 2026 are entitled to notice of and to vote at the virtual annual meeting. The accompanying notice of virtual 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.


	Proposal 1

	Election of the two Class III director nominees identified in the accompanying proxy statement

		FOR each director nominee


	Proposal 2

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

		FOR


	Proposal 3

	Ratification of the appointment of Ernst & Young LLP as our independent registered public accountant for the fiscal year ending December 31, 2026

		FOR


		When Thursday, May 21, 2026 9:00 a.m. Mountain Time

		Where You can attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/ RGLD2026, where authenticated stockholders will be able to listen to the meeting live, submit questions, and vote. The 2026 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 26, 2026 (the “Record Date”).



	Streams and Royalties

	A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals in an amount determined by reference to production at a mining operation, at a price determined for the life of the transaction by the purchase agreement.			A royalty is the right to receive a percentage or other denomination of mineral production from a mining operation, after deducting specified costs (if any).



RESPONSIBILITY	INTEGRITY	PARTNERSHIP


	Business Model		Gold Focused
Our business model gives investors exposure to a globally diversified portfolio of mining assets, including producing mines and development and exploration projects, generally without incurring the costs associated with mine operations.		78% of our revenue for the year ended December 31, 2025 was generated from gold.



	Growth		Capital Deployment
We prioritize investment in long-lived assets in mining-friendly and safe jurisdictions that we expect will provide our stockholders exposure to higher gold prices as well as growth in production and reserves.		We seek to maintain a strong balance sheet and sufficient access to liquidity to allow us to invest opportunistically.



	Financial Strength		Return to Stockholders
Our high-margin business model supports our preference to finance our growth internally using cash flow from operations and available credit.		We believe in paying a growing and sustainable dividend.



	$5.4B of Acquisitions

Our $4.1 billion acquisition of Sandstorm Gold and Horizon Copper and $1.0 billion stream agreement at the Kansanshi copper-gold mine headline a transformative year for Royal Gold.



	$1.0B Record Revenue

Strong financial performance in 2025 with record revenue of $1.0 billion, operating cash flow of $0.7 billion, and earnings of $0.5 billion.



Production volume of 300,300 GEOs*

Robust production volume of 300,300 GEOs* for 2025.



$1.2B Return to stockholder

$1.2 billion returned to stockholders since our first dividend payment in 2000, and the 25th consecutive year in which we announced a dividend increase. This history of dividend payment and growth is unique in the precious metals sector and Royal Gold is the only precious metals company in the S&P High Yield Dividend Aristocrats Index.




Available liquidity of $1.1B

Available liquidity of $756.5 million as of December 31, 2025, representing approximately $256.5 million in working capital and $500 million undrawn and available under our revolving credit facility, plus $300 million repaid after year end.


	Proposal 1

	Election of two Class III Director Nominees to Serve until the 2029 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)


	Proposal 2

	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 39)


	Proposal 3

	Ratification of Appointment of Ernst & Young LLP as Independent Auditor for 2026

	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 2026 and is asking stockholders to ratify this selection.

	(see page 70)


					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	60	2020
	Jamie Sokalsky Retired Mining Executive Chair of the Audit Committee	68	2015
Class II Directors (Term Expires 2028)
	William Hayes Retired Mining Executive Chair of the Board	81	2008
	Mark Isto Non-Independent Director (Former EVP and COO) Experienced Mine Operator Strong Technical Experience	66	2025
	Ronald Vance Retired Mining Executive Corporate and Business Development Expert	73	2013


	Backgrounds and Experiences
	Backgrounds and Experiences

Mining Industry Experience

Technical Mining Experience

Business Development/Capital Markets/ Banking Finance/M&A

Board Service at Other Public Companies

CEO, CFO or Other Management Experience

	Accounting

Corporate Governance

Information Technology/Cybersecurity


		¢ Full Experience ¢ Some Experience


Name and Principal Position	Salary		Bonus		Non-Equity Incentive Plan Compensation		Stock Awards		All Other Compensation		Total Compensation
William Heissenbuttel President and CEO		$918,000		$100,000		$1,400,000		$2,759,437		$52,647	$5,230,084
Paul Libner SVP and CFO		$492,000		$50,000		$615,000		$1,056,710		$42,638	$2,256,348
Daniel Breeze SVP Corp Dev, RGLD Gold AG		$552,609		$50,000		$690,158		$1,117,846		$67,083	$2,477,696
Martin Raffield SVP Operations		$475,000		$50,000		$591,000		$1,018,632		$44,294	$2,178,926
Randy Shefman SVP and GC		$475,000		$50,000		$592,000		$1,018,632		$44,409	$2,180,041


CEO	Element	When	2025 Performance Measures	Measuring Period	How Payout Determined	Other NEOs

	Salary	Reviewed Annually	Individual experience and performance	Ongoing	Benchmarking, individual experience, and performance
	Short-Term Incentive	Awarded Annually	Financial, operational, strategic, and individual measures (page 49)	One Year	CNG Committee verification of performance as compared to preestablished measures
	Restricted Shares	Awarded Annually	Service conditions (page 53)	Ratable vesting over 3 years	Continued service through vesting period
	Performance Shares	Awarded Annually	Total stockholder return (“TSR”) percentile compared to our peer group (page 53)	3-year performance period	CNG Committee verification of TSR percentile compared to our peer group and continued service through vesting period

	Benefits



	Short- and Long-Term Performance Measures	Designed to Promote Achievement of our Business Strategy	2025 Achievement	Results

Short-Term Incentive	Gross GEO Production(1)	Gold-focused portfolio; capital deployment	143% of target opportunity	Short-term incentive awards for 2025 paid out at between 138.3% and 138.8% of target for NEOs

	Net GEOs in Reserves/ Resources(2)	Gold-focused portfolio; capital deployment; growth	200% of target opportunity

	Expense Control— Adjusted Cash G&A Expense(3)	Financial flexibility and discipline	40% of target opportunity

	Stewardship and Risk Management	Financial flexibility and discipline; portfolio management; preparedness and compliance	150% of target opportunity

	Individual Performance	Management development; investment stewardship initiatives; succession planning	Varies by NEO


Long-Term Incentive
	Restricted Shares	Executive retention and share price performance		22,773 shares vested in 2025 for our NEOs

	Performance Shares (TSR)	Stockholder return compared to our peer group	March 2023 awards: 20th Percentile TSR (below threshold)	Zero shares vested for our NEOs based on performance period ending 2025


	Proposal 1

	Election of Directors Our Board consists of seven directors divided into three classes. Each class serves for a staggered three-year term. The Class III directors elected at our 2026 annual meeting will serve until our 2029 annual meeting or until their successors are elected and qualified or their earlier death or resignation. Our Board has nominated Fabiana Chubbs and Sybil Veenman to stand for reelection as Class III directors at our 2026 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. Ms. Chubbs and Ms. Veenman are currently serving on our Board and were most recently elected by stockholders at our 2023 annual meeting. Each nominee has consented to serve as a director if elected. We have no reason to believe that either 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. Ms. Chubbs and Ms. Veenman 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. Ms. Chubbs and Ms. Veenman 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 Ms. Chubbs or Ms. Veenman 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.



	100%				71%
	Executive Experience in the Mining Industry				Independent



	67				9
	Average Age				Average Tenure in Years


	Mining Industry Experience: Mining, metals or other extractives industry experience assists in understanding our business drivers, operations, key performance indicators, long-term return-on-investment horizons and competitive environment.


	Technical Mining Experience: It is important that our Board includes one or more members with experience in open-pit and underground mines, including oversight of associated health and safety matters, as well as experience with exploration, geology, metallurgy, and mining practices.


	Business Development/Capital Markets/Banking/Finance/M&A: Experience with capital markets, banking transactions and mergers and acquisitions provides the knowledge and skills necessary to evaluate and oversee the design and implementation of our financing and capital allocation strategies.


	Board Service at Other Public Companies: Directors with experience serving on public company boards demonstrate a deep understanding of risk oversight, strategic planning, fiduciary duties of directors, management succession planning, corporate governance standards and best practices of public company boards and board committees.


	CEO, CFO or Other Management Experience: Directors with CEO, CFO or other executive-level management experience have a demonstrated record of leadership and bring valuable perspectives and practical insights on developing and implementing business strategy; risk and risk management; maintaining effective and sustainable operations; environmental management; compliance; corporate values and culture; and driving growth in order to achieve our strategic goals.


	Accounting: Experience as an accountant, auditor, or similar experience is critical to providing oversight of the preparation and audit of our financial statements and ensuring compliance with various related regulatory requirements and standards. We seek to have several directors who qualify as audit committee financial experts, as defined by SEC rules.


	Corporate Governance: Directors with experience implementing governance structures and policies provide an understanding of best practices and key issues, enhancing our ability to maintain good governance and to execute new key governance initiatives.


	Information Technology/Cybersecurity: Experience with information technology/cybersecurity contributes to an understanding of our information technology capabilities and risks associated with cybersecurity matters.


	Human Capital Management: Experience in key human capital areas is helpful in supporting business and corporate strategies, including talent and organizational resourcing and development, and compensation.


	International Business: Experience in international business/global affairs or experience related to global economic trends provides an understanding of geographically diverse business environments, regulatory matters, economic conditions and cultural perspectives that informs our global business practices and strategy, and enhances our international operations.


	Legal and Regulatory: Royal Gold is subject to a broad array of government regulations. Legal, regulatory compliance and/or public policy experience offers valuable insight into the impact of laws, rules, regulations, and other governmental actions and decisions on our Company and our industry, and greater understanding of the legal risks and obligations of Royal Gold.


	Risk Management: Experience with risk management is critical to Royal Gold because the scale and complexity of our business requires a thoughtful and coordinated approach to risk management, including a clear understanding and oversight of the myriad risks that the Company faces, and how to assess and prioritize such risks.


	Sustainability / Corporate Responsibility: Experience with implementing and advancing sustainability initiatives is valuable to Royal Gold as it furthers responsible mineral development as a means of creating long-term value for our stakeholders, and helps inform the assessment of new investments and the performance of existing investments.


		Fabiana Chubbs	William Hayes	William Heissenbuttel	Mark Isto	Jamie Sokalsky	Roland Vance	Sybil Veenman


KNOWLEDGE, SKILLS, AND EXPERIENCE

	Mining Industry Experience


	Technical Mining Experience


	Business Development/Capital Markets/ Banking/ Finance/M&A


	Board Service at Other Public Companies


	CEO, CFO or Other Management Experience


	Accounting


	Corporate Governance


	Information Technology/Cybersecurity


	Human Capital Management


	International Business


	Legal and Regulatory


	Risk Management


	Sustainability / Corporate Responsibility


		Fabiana Chubbs \| 60 Independent Class III Director — term expires 2026 Director since November 2020


•Financial and Internal Controls Expert		•Audit Committee Member (since November 2020) •CNG Committee Member (since May 2025)		•Audit Committee Financial Expert


	Mining Industry Experience
	Mining Industry Experience	Prior Experience: Ms. Chubbs has over 30 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 Professional 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 perspectives to our Board with respect to global business issues and oversight of our financial position, financial condition, and related reporting.
	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


		Sybil Veenman \| 62 Independent Class III Director — term expires 2026 Director since January 2017


•Corporate Governance and Legal Expert		•CNG Committee Member (since January 2018) and Chair (since April 2023)		•Extensive Public Company Director Experience


	Mining Industry Experience
	Mining Industry Experience	Prior Experience: Ms. Veenman has over 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 perspectives 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