Wheaton Precious Metals Corp 6-K, filed Apr 5, 2024

Wheaton Precious Metals Corp. (WPM)

6-K 2024-04-05 For: 2024-04-05

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Added on April 08, 2026

About this 6-K

Wheaton Precious Metals Corp filed this 6-K on April 5, 2024.

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Exhibit Number		Description
99.1		Notice and Access Notification to Shareholders
99.2		Management Information Circular
99.3		Form of Proxy to Registered Shareholders
99.4		Notice of Annual and Special Meeting of Shareholders
99.5		Virtual Meeting Guide

	WHEATON PRECIOUS METALS CORP.
	(Registrant)


Date: April 5, 2024	By:	/s/ Curt Bernardi
		Name: Curt Bernardi
		Title: Senior Vice President, Legal and Strategic Development

*Important Meeting Information*
*Date*	è	*May 10, 2024*
*Time*	è	*10:30a.m. (PST)*
*Virtual*	è	https://virtual-meetings.tsxtrust.com/1596
*In person*	è	*Offices of Cassels, Brock & Blackwell LLP, Suite 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8*

CANADA AND UNITED STATES

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CANADA		UNITED STATES

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INTERNET:	Go to www.proxyvote.com and follow the instructions using the 16-digit control number included in your VIF.	INTERNET:	Go to www.proxyvote.com and follow the instructions using the 16-digit control number included in your VIF.

QR CODE:	Vote by scanning the QR code included in your voting instruction form to access the voting site from your mobile device.	QR CODE:	Vote by scanning the QR code included in your voting instruction form to access the voting site from your mobile device.

BUSINESS OF THE MEETING	II
ABOUT WHEATON PRECIOUS METALS	III
OUR YEAR IN REVIEW – 2023	IV
Notice of 2023 Annual and Special Meeting of Shareholders	1
VOTING AND PROXY INFORMATION	2
GENERAL PROXY INFORMATION	10
Solicitation of Proxies	10
Appointment and Revocation of Proxies	10
Exercise of Discretion by Proxies	11
Voting Securities and Principal Holders Thereof	13
ELECTION OF DIRECTORS	14
Advance Notice By-law	14
Majority Voting Policy	14
Board Nominees At A Glance	15
Director Biographies	16
Director Experiences, Expertise and Skills	26
CORPORATE GOVERNANCE PRACTICES	30
Our Year in Review	30
Board of Directors	30
Diversity and Representation of Women at Wheaton	33
Environment, Social and Governance	35
Climate Change and Environment	36
Community Investment Program	37
Information Systems and Cyber Security	37
Position Descriptions	39
Compensation	41
Committees of the Board	42
Board Assessments	44
Director Share Ownership Requirements	45
DIRECTOR COMPENSATION	48
Director Compensation Summary	49
Incentive Plan Awards	51
Retirement Policy for Directors	53
Directors’ and Officers’ Liability Insurance	53
EXECUTIVE COMPENSATION (see Executive Compensation index for further details)	54
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	93
Equity Compensation Plans	93
Share Option Plan	93
Performance Share Unit Plan	95
Restricted Share Plan	96
OTHER INFORMATION	98
Indebtedness of Directors and Executive Officers	98
Interest of Certain Persons in Matters to be Acted Upon	98
Interest of Informed Persons in Material Transactions	98
APPOINTMENT OF AUDITORS	99
SPECIAL MATTERS	100
Say on Pay Advisory Vote	100
SHAREHOLDER ENGAGEMENT & CONTACTING BOARD OF DIRECTORS	101
Shareholder Engagement & Contacting the Board of Directors	101
ADDITIONAL INFORMATION	102
Additional Information	102
Directors’ Approval	102
SCHEDULE “A” - CHARTER OF THE BOARD OF DIRECTORS	103
SCHEDULE “B” – NON-IFRS MEASURES	106



CONSISTENT FINANCIAL RESULTS		RECORD GROWTH IN HIGH-QUALITY ASSETS
Wheaton’s revenue and operating cash flow for 2023 were over US$1 billion and US$751 million respectively		Wheaton completed eight streaming and royalty transactions in 2023, the largest number of transactions added in one year for Wheaton, representing over one-half of the value of all streaming/royalty transactions in 2023



DELIVERING TO STAKEHOLDERS		STRONG SUSTAINABILITY FOCUS
During 2023 Wheaton paid a record US$272 million in dividends to shareholders, a leader in the mining industry in dividend to revenue ratio and deployed record support to communities around the world through Wheaton’s Community Investment Program		Wheaton’s ongoing commitment to sustainability included the publication of Wheaton’s fourth Sustainability Report & Inaugural Climate Change Report

	Base salaries increased by approximately 4% for 2023
	Value of long-term compensation awards paid to CEO increased by approximately 4% in 2023 compared to 2022
	Annual performance-based cash incentive for CEO increased by approximately 44% compared to 2022, reflecting strong corporate performance for 2023
	Approximately 79% of CEO compensation was at risk during 2023, consistent with 2022
	Total compensation paid to CEO in 2023 increased by approximately 13% compared to 2022, primarily due to the annual performance-based cash incentive awards for 2023

*Benchmarking to Well-Selected Comparator Group –* the Human Resources Committee selects a comparator group based on objective criteria to benchmark Wheaton’s compensation	è	Page 63
*Balanced Approach to Compensation –* Wheaton believes in a balanced compensation approach, with base salary, retirement plan, bonus and long-term compensation representing 16%, 5%, 31% and 48% respectively of total CEO compensation in 2023	è	Page 59
*Annual Bonus Tied to Performance –* Wheaton has significant performance objectives and a payout depending on the achievement of those objectives, including sustainability	è	Page 65
*Pay for Performance Alignment –* Wheaton has strong alignment between shareholder return and total pay	è	Page 81
*Significant Proportion of Long-Term Compensation –* compensation paid to executive officers is designed to reward success in achieving sustained, long-term profitability through the grant of equity awards vesting over multi-year periods	è	Page 72
*Executive Share Ownership –* senior officers of Wheaton are required to hold common shares equal in value to five times base salary for the CEO and two times base salary for all other senior officers. Effective March 2024, performance share units may no longer be used to satisfy executive share ownership requirements.	è	Page 77
*Caps on Compensation* – Wheaton has adopted caps on non-equity performance awards and the number of performance share units vesting, each equal to 200%	è	Page 65/74
*Claw Back Policy & Risk Management –* the Board adopted an executive compensation claw back policy and the Audit Committee and Human Resources Committee identify, review and assess risks specifically associated with compensation policies and practices	è	Page 80
*Independent Advice –* Wheaton’s third-party compensation consultant provides advice on the competitiveness and appropriateness of executive compensation programs	è	Page 58
*Human Resources Committee Discretion –* determining whether to award an annual performance bonus is at the Human Resources Committee’s sole discretion	è	Page 65
*Anti-Hedging Policy –* Wheaton prohibits all officers, directors and Vice-Presidents from entering into hedging transactions with Wheaton common shares	è	Page 81
*Employment Agreements –* Wheaton has entered into employment agreements with all senior officers	è	Page 90
*Double Trigger on Severance Payments –* severance payments to senior officers are not triggered unless there is both a change of control of Wheaton and the termination or effective termination of the officer	è	Page 90
*Modest Benefits –* executive officers generally received perquisites that in the aggregate were no greater than C$50,000	è	Page 77

*Independence of the Board –* currently 89% of Wheaton directors and 100% of committee members are independent	è	Page 16
*Independent Chair –* the Chair of the Board of Wheaton is currently Mr. Brack, an independent director, and the role of Chair and CEO are separate	è	Page 31
*In Camera/Independent Meetings of the Board –* at all Board meetings, independent directors meet without management to allow for more open discussions	è	Page 31
*Overboarding –* Board members are not allowed to sit on four or more public company boards without the approval of the Board	è	Page 31
*Limits on Interlocking –* no two Wheaton directors may sit together on two or more public company boards without the approval of the Board	è	Page 32
*Majority Voting Policy –* the Board has adopted a policy that any director who receives a greater number of votes “withheld” than votes “for” must promptly tender a resignation to the Board	è	Page 14
*Terms of Reference –* Wheaton has adopted detailed and comprehensive terms of reference for the Board	è	Page 32
*Diversity on the Board and at Wheaton –* Wheaton currently has 44% female directors; 38% of our Executive and Vice Presidents are women; Wheaton has adopted a target to increase the percentage of gender diverse and visible minorities working at Wheaton, inclusive of leadership, and advance diversity and inclusion initiatives across the Company by 2028	è	Page 33
*Risk Management –* the Board has oversight over, and ensures management identifies the principal risks of the business	è	Page 38
*Continuing Education –* new directors are provided with orientation and education when they join the Board and the Company facilitates ongoing education for all directors	è	Page 39
*Code of Business Conducts and Ethics –* the Board has adopted and the Governance and Sustainability Committee monitors compliance with the Code of Business Conduct and Ethics	è	Page 39
*Whistleblower Policy –* Wheaton has adopted a Whistleblower Policy which allows for confidential and anonymous reporting of concerns by employees in respect of financial disclosure or controls	è	Page 40
Regular Assessments – the Board is committed to regular assessments of its effectiveness	è	Page 44
*Strong Share Ownership Requirements –* all non-executive directors are required to hold common shares with a value equal to three times the amount of the annual retainer paid	è	Page 45
*Independent Auditors* – Wheaton’s independent auditors are subject to comprehensive independence reviews and mandatory lead audit partner rotations	è	Page 99

	By Order of the Board of Directors
	“Randy V. J. Smallwood”
	Randy V. J. Smallwood, President and Chief Executive Officer
	March 21, 2024

Voting during virtual Meeting by Registered Shareholders and Non-Registered Shareholders or proxyholders:		Online Vote at https://virtual-meetings.tsxtrust.com/1596 See “How Do I Join the Wheaton Online Virtual Meeting?” on page 4 and the Virtual Meeting Guide provided by TSX Trust for details.
Proxy Voting in advance by Registered Shareholders:		Online Vote at www.meeting-vote.com. You will need the 13-digit control number located on the proxy.
		Email Send to proxyvote@tmx.com
		Mail Return your completed and signed proxy card using the return envelope that was provided to you.
Proxy Voting in advance by Non-Registered Shareholders:		Online Vote at www.proxyvote.com. You will need the 16 digit number included in your voting instruction form.
		Phone Call the telephone number provided on your voting instruction form. You will need the 16 digit number included in your voting instruction form.
		Mail Return your completed and signed voting instruction form using the return envelope that was provided.
		QR Code Vote by scanning the QR code included in your voting instruction form to access the voting site from your mobile device.
Voting in Person during Meeting by Registered Shareholders and Non-Registered Shareholders or proxyholders:		See “How do I vote if my shares are registered in my name (registered shareholder)?” on page 3 for Registered Shareholders and “Voting by Non-Registered Shareholders” on page 11 for Non-Registered Shareholders.

2023 Board Meetings		2023 Required Committee Meetings

9 Meetings		13 Meetings
97% attendance ⁽¹⁾		98% attendance ⁽¹⁾

	George L. Brack, Chair Age: 62 Director Since: November 24, 2009 (14 years)	Independent Residence: British Columbia, Canada Principal Occupation: Corporate Director
	Wheaton Committees • None	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • CEO/President • Industry expertise	• Compensation • Investment banking/M&A • Financial literacy • Governance/Board • Risk management


Mr. Brack is the Chair of the Wheaton Board. He retired as Lead Independent Director of Capstone Mining Corp. in May 2023 and served as the non-Executive Chair from 2011-2022. In addition to his current board role, during the past 20 years, Mr. Brack served as a director on the boards of directors of Alio Gold Inc., ValOro Resources Inc. (now Defiance Silver Corp. and formerly Geologix Explorations Inc.), Aurizon Mines Ltd., Newstrike Capital Inc., NovaGold Resources Inc., Red Back Mining Inc. and chaired the board of Alexco Resources Corp. He has served on audit committees and has been both a member and the chair of compensation/human resource committees, corporate governance committees and special committees responding to takeover offers (Aurizon, Red Back and NovaGold). Mr. Brack’s 35-year career in the mining industry focused on exploration, corporate development and investment banking, specifically identifying, evaluating and executing strategic mergers and acquisitions, and raising equity capital. Until 2009, he was Managing Director and Industry Head, Mining at Scotia Capital. Prior to joining Scotia in 2006, Mr. Brack spent seven years as President of Macquarie North America Ltd. and lead its northern hemisphere mining industry mergers and acquisitions advisory business. Previously, Mr. Brack was Vice President, Corporate Development at Placer Dome Inc., Vice President in the mining investment banking group at CIBC Wood Gundy and worked on the corporate development team at Rio Algom. Mr. Brack earned an MBA at York University, a B.A.Sc. in Geological Engineering at the University of Toronto and the CFA designation.


Public Directorships		Public Committee Appointments

• None		• None


2023 Voting Results		2023 Board and Committee Meetings Attended ^(2)(3)(4)

• Votes For: 322,284,673 (97.61%) • Votes Withheld: 7,878,957 (2.39%)		• Board: 9 out of 9 (100%)


2023 Continuing Education

• National Association of Corporate Directors (“NACD”), Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) • World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands		• Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar • Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023

	Jaimie Donovan Age: 46 Director Since: May 13, 2022 (2 years)	Independent Residence: Ontario, Canada Principal Occupation: Corporate Director
	Wheaton Committees • Audit Committee	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • Operations • Industry expertise • Investment banking/M&A • Financial literacy	• Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management


Ms. Donovan has over 20 years of mining industry experience, spanning roles in operations, technical services, capital allocation and corporate development. She was the Head of Growth and Evaluations for Barrick Gold Corporation in North America until March 2019. Prior to that, Ms. Donovan held senior positions at Barrick Gold Corporation as Vice President of Evaluations and Waterton Global Resource Management as a Principal and Head of Evaluations, where she led teams responsible for the due diligence of investment and growth opportunities. Ms. Donovan has significant technical and operations experience working at mines in Australia and Canada for Barrick Gold Corporation, Goldfields Limited and Western Mining Corp. Ms. Donovan joined the board of directors of Dundee Precious Metals Inc. in November 2020. She formerly served on the board of Perpetua Resources from January 2019 to December 2020. Ms. Donovan holds Bachelor’s degrees in Mining Engineering (B.Eng. Honours) and Commerce (B.Com. Finance) from the University of Western Australia. She has also completed the ICD Director Education Program at the Rotman School of Management.


Public Directorships		Public Committee Appointments

• Dundee Precious Metals Inc. (since 2020)		• Sustainability Committee (Chair) • Corporate Governance and Nominating Committee


2023 Voting Results		2023 Board and Committee Meetings Attended ⁽²⁾⁽³⁾⁽⁴⁾

• Votes For: 322,651,839 (97.72%) • Votes Withheld: 7,511,791 (2.28%)		• Board: 9 out of 9 (100%) • Audit: 4 out of 4 (100%) • Governance and Sustainability: 4 out of 4 (100%)


2023 Continuing Education

	R. Peter Gillin Age: 75 Director Since: October 15, 2004 (19 years)	Independent Residence: Ontario, Canada Principal Occupation: Corporate Director

	Wheaton Committees • Governance and Sustainability Committee	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • CEO/President • Industry expertise	• Compensation • Investment banking/M&A • Financial literacy • Governance/Board • Risk management


Mr. Gillin is a corporate director serving on the Boards of several public companies. Mr. Gillin was a director of Turquoise Hill Resources Ltd. since May 2012, was appointed Chair in January 2017 and resigned in December 2022. He also has served as a director of Dundee Precious Metals Inc. since December 2009 (Chair since May 2022, Deputy Chair from February 2021 and lead director from May 2013 to February 2021) and was appointed as a member of the Advisory Committee for Non-Investment Funds of TD Asset Management Alternative Inc.in August 2020. He is a member of the Advisory Board and Independent Review Committee of Mulvihill Group of funds. Previously, Mr. Gillin served as a director of TD Mutual Funds Corporate Class Ltd. from 2010 to August 2020, and was a member of the Independent Review Committee of TD Asset Management Inc. from 2003 to June 2020. Mr. Gillin formerly served as a director of Sherritt International Corporation from January 2010 to June 2019 (lead director from June 2017). Until 2009 Mr. Gillin was Chair and Chief Executive Officer of Tahera Diamond Corporation, a diamond exploration, development and production company. Until 2002 he was a career investment banker serving as Vice Chair and a director of N.M. Rothschild & Sons Canada Limited, and prior to that a Managing Director at Scotia Capital. He holds an HBA degree from the Richard Ivey School of Business at the University of Western Ontario and is a Chartered Financial Analyst. He is also a graduate of the Institute of Corporate Directors – Director Education Program at the University of Toronto, Rotman School of Management and has earned the designation of ICD.D from the Institute of Corporate Directors.


Public Directorships		Public Committee Appointments

• Dundee Precious Metals Inc. (since 2009) (Chair)
• Mulvihill Group of funds (since 2021)		• Independent Review Committee & Advisory Boards

Mr. Gillin is a member of the Independent Review Committee and Advisory Board of the Mulvihill Group of funds, which includes four publicly listed investment funds. As part of this role, Mr. Gillin sits on the board of directors of three of the TSX-listed Mulvihill Group of funds that are corporations, being Premium Income Corporation, S Split Corp. and World Financial Split Corp. Mr. Gillin’s commitment with the Mulvihill Group of funds is substantially less and not comparable to commitments at typical public companies because the Mulvihill Group of funds (A) have virtually no employees, (B) have an external manager that manages all of the operations of the investment funds, (C) only function as investment funds (rather than operating companies), and (D) have a much-reduced time commitment to the Independent Review Committee and Advisory Board. It is noted that Mr. Gillin has had a perfect attendance record for the companies on which he serves as a director for the last five years, including for Wheaton.


2023 Voting Results		2023 Board and Committee Meetings Attended ^(2)(3)(4)

• Votes For: 314,292,950 (95.19%) • Votes Withheld: 15,870,680 (4.81%)		• Board: 9 out of 9 (100%) • Human Resources: 5 out of 5 (100%) • Governance and Sustainability: 4 out of 4 (100%)


2023 Continuing Education

• NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) • World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands • Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar • Dundee Precious Metals Director Education – Non-Financial Reporting Frameworks, hosted by Dupont Sustainable Solutions, June 12, 2023, Toronto • Dundee Precious Metals Director Education – PwC, Carbon Markets, November 7, 2023, Toronto		• KPMG, Annual Mining Executive and Director Forum, November 11, 2023, Webinar • ICD, Navigating AI from the Boardroom, November 30, 2023, Webinar • Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023 • Dundee Precious Metals Director Education – Serbia’s Political and Social Landscape, December 5, 2023, Webinar

	Chantal Gosselin Age: 54 Director Since: November 8, 2013 (10 years)	Independent Residence: British Columbia, Canada Principal Occupation: Corporate Director
	Wheaton Committees • Governance & Sustainability Committee • Human Resources Committee	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • Operations • Industry expertise • Compensation	• Investment banking/M&A • Financial literacy • Health/Safety/Environmental/ Climate Competency/ Sustainability • Governance/Board • Risk management


Ms. Gosselin is an experienced corporate board member with 30 years combined experience in mining operations and capital markets. Her involvement in the financial markets ranges from asset management to sell side analyst. Ms. Gosselin held positions as Vice President and Portfolio Manager at Goodman Investment Counsel and Senior Mining Analyst at Sun Valley Gold LLP, along with various analyst positions earlier in her career. Ms. Gosselin also held various mine-site management positions in Canada, Peru and Nicaragua, giving her firsthand experience in underground and open pit mine development and production in diverse cultural and social environments. Ms. Gosselin has a Masters of Business Administration from Concordia University and a Bachelor of Science (Mining Engineering) from Laval University and has completed the ICD – Director Education Program. She currently serves on the boards of a variety of TSX-listed companies in the natural resources sectors.


Public Directorships		Public Committee Appointments

• Ero Copper Corp. (since 2019) • Prime Mining Corp. (since 2022) • Pan American Silver Corp. (since 2023)		• Audit Committee • Environmental, Health, Safety and Sustainability Committee (Chair) • Compensation Committee (Chair) • Corporate Governance Committee • Environment, Health, Safety and Sustainability Committee • Audit Committee


2023 Voting Results		2023 Board and Committee Meetings Attended ^(2)(3)(4)

• Votes For: 315,923,913 (95.69%) • Votes Withheld: 14,239,717 (4.31%)		• Board: 8 out of 9 (89%) • Human Resources: 5 out of 5 (100%) • Governance & Sustainability: 4 out of 4 (100%)


2023 Continuing Education

• NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) • World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands • E&Y, Succession planning success webinar, February 13, 2023, Webinar • BMO, Global Mining Conference, Florida, February 27-29, 2023 • NACD, Compensation Webinar: The Key to Executive Retention, April 6, 2023 • Deloitte - Charting the Future of Canadian Governance: Raising the Bar on Risk Management, April 17, 2023 • Deloitte - Podium Club: Quarterly Audit Committee Update, April 27, 2023 • Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar • Hugessen Consulting - Trends and Insights from the 2023 Proxy Season: TSX60 Board Governance & ESG Webinar, June 6, 2023 • Deloitte - Thorny Topics for Audit Committees, June 7, 2023 • Hugessen Consulting - Trends and Insights from the 2023 Proxy Season: TSX60 Exec Compensation, June 22, 2023 • ICD - Beyond 2023 Proxy Season Insights, June 27, 2023 • ICD - The Proxies Are Done: Putting Pay Versus Performance in Perspective, June 29, 2023		• Deloitte - Tech Savvy Boards: AI \| Generative AI, July 11, 2023 • Canada Climate Law Initiative, Reporting of Non-Financial Information, June 17, 2022, Webinar • Deloitte - Podium Club: Audit Committee Update session, July 27, 2023 • Deloitte - Podium Club: Audit Committee Update session, July 27, 2023 • ICD - Navigating Climate Governance: Legal Update for Directors, August 23, 2023 • Deloitte, The Climate Challenge: The Role of the Chair, September 12, 2023 • Deloitte, Disaster in the Boardroom, September 19, 2023 • ICD, M&A Activism Preparedness, September 21, 2023 • ICD, The Future of Sustainability Reporting with ISSB Standards, September 28, 2023 • Deloitte, Digital Tsunami: Generative AI Webinar, October 10, 2023 • KPMG, International ESG reporting: ISSB and ESRSs, October 10, 2023 • ICD, Key Questions to the HR Committee, October 18, 2023 • Scotia Mining Conference, Toronto, November 28, 2023 • Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023

	Jeane Hull Age: 69 Director Since: May 12, 2023 (1 year)	Independent Residence: Rapid City, South Dakota, United States Principal Occupation: Corporate Director
	Wheaton Committees • Audit Committee	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • Operations • Industry expertise • Financial literacy	• Compensation • Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management


Ms. Hull has over 35 years of mining operational leadership and engineering experience, most notably holding the positions of Chief Operating Officer for Rio Tinto plc at the Kennecott Utah Copper Mine and Executive Vice President and Chief Technical Officer of Peabody Energy Corporation. She also held numerous management engineering and operations positions with Rio Tinto affiliates. Prior to joining Rio Tinto, she held positions with Mobil Mining and Minerals and has additional environmental engineering and regulatory affairs experience in the public and private sectors. In addition to her extensive mining experience, Ms. Hull has 10 years of independent director experience. Ms. Hull currently serves as a member of the Board of Directors of Hudbay Minerals Inc., Epiroc AB and Coeur Mining, Inc. She previously served on the boards of Trevali Mining Company, Copper Mountain Mining Corporation, Pretium Resources Inc. and Cloud Peak Energy Inc. Ms. Hull also served on the Advisory Board for South Dakota School of Mines and Technology.


Public Directorships		Public Committee Appointments

• Coeur Mining, Inc. • Hudbay Mining Company • Epiroc AB		• Finance and Investment Committee • Compensation and Leadership Development Committee • Environmental, Health, Safety and Corporate Responsibility Committee (Chair) • Environmental, Health, Safety and Sustainability Committee • Technical Committee


2023 Voting Results		2023 Board and Committee Meetings Attended ^(2)(3)(4)⁽⁵⁾

• Votes For: 327,888,602 (99.31%) • Votes Withheld: 2,275,028 (0.69%)		• Board: 5 out of 5 (100%) • Audit: 2 out of 2 (100%)


2023 Continuing Education

• NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) • World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands • Copper Mountain Mine Tour, April 25, 2023 • Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar • Coeur Mining, Rochester Mine and Mill Tour and Expansion Project, July 18, 2023		• Coeur Mining – ESG Training, September 3, 2023, Webinar • NACD – Cybersecurity Certificate, September 23 – December 30, 2023, Virtual • Hudbay, Lalor Mine, Mill and Infrastructure Mine Tour, September 28-29, 2023 • Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023

	Glenn Ives Age: 63 Director Since: May 14, 2020 (4 years)	Independent Residence: British Columbia, Canada Principal Occupation: Corporate Director
	Wheaton Committees • Human Resources Committee	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • CEO/President • Industry expertise • Compensation • Investment banking/M&A • Financial literacy	• Health/Safety/ Environmental/ Climate Competency/Sustainability • Governance/Board • Risk management


Mr. Ives joined the Board of Wheaton in May 2020. Mr. Ives retired as a Canadian partner of Deloitte LLP on March 31, 2020. He served as the Executive Chair of Deloitte Canada from 2010 and 2018, a director of Deloitte Global from 2010 to 2018 and Chair of the Deloitte Global Risk Committee from 2012 to 2018. Mr. Ives was the leader of the North and South America Mining group for Deloitte from 2007 to 2020. He served as an audit partner at Deloitte serving public mining companies from 1999 to 2010. Mr. Ives currently serves as a director of Kinross Gold Corporation and NervGen Pharma Corp. From 1993 to 1999, Mr. Ives was the Chief Financial Officer and a Director of Vengold Inc. He served as a director of Lihir Gold Inc. from 1997 to 1999. Mr. Ives served as the Vice-President of Finance of TVX Gold Inc. from 1988 to 1993. Mr. Ives has extensive corporate governance experience with non-profit organizations including serving as Chair of the St. Paul’s Foundation (Vancouver) and as a director of the Princess Margaret Cancer Foundation from 2010 to 2019 and Chair from 2016 to 2018. Mr. Ives holds a Bachelor of Mathematics degree (honors) from the University of Waterloo, graduating on the Dean’s Honor List. He is a Fellow of the Chartered Professional Accountants of British Columbia, a member of the Chartered Professional Accountants of Ontario and was the Ontario Gold medalist for the Uniform Final Exams in 1984. Mr. Ives is also a member of the ICD and the NACD.


Public Directorships		Public Committee Appointments

• Kinross Gold Corporation (since 2020)		• Audit & Risk Committee (Chair) • Human Resources and Compensation Committee

• NervGen Pharma Corp. (since 2021)		• Audit Committee (Chair) • Nominating & Corporate Governance Committee


2023 Voting Results		2023 Board and Committee Meetings Attended ^(2)(3)(4)

• Votes For: 327,605,660 (99.23%) • Votes Withheld: 2,557,970 (0.77%)		• Board: 9 out of 9 (100%) • Human Resources: 5 out of 5 (100%)


2023 Continuing Education

• NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) • ICD – Securities Laws Updates and Trends Heading into Proxy Season, February 1, 2023 • World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands • Deloitte, Geopolitics: Implications for Boards of the Shifting Landscape in Europe, February 16, 2023 • Deloitte, Tech Trends for Boards, March 2, 2023 • ICD, Cyber Update, March 29, 2023 • Deloitte Podium Club, The impact of bank failures on the market and economy, April 11, 2023 • Economist, China and Russia: the new balance of power, April 14, 2023 • Deloitte, Supply, Demand and Inflation: A Deep Dive for Boards, April 18, 2023 • CPAB, Mining Forum, May 30, 2023, Vancouver • Deloitte, Thorny Topics for Audit Committees, June 7, 2023 • ICD, Annual Conference, June 14, 2023 • Economist, Ukraine at War: the counter-offensive, June 16, 2023 • CPA Ontario, Ethics Conference – Navigating Grey Areas, June 22, 2023 • Deloitte, Audit Committee Update Session, July 27, 2023 • Deloitte, The Climate Challenge – the role of the Chair, September 12, 2023 • EY, America’s Mining and Metals Forum, September 14, 2023 • Deloitte, Disaster in the Boardroom – Six Dysfunctions Everyone should Understand, September 19, 2023		• CPAB, CPAC Symposium, The Evolving Fraud Landscape, September 26, 2023 • Deloitte, Economic Update, September 28, 2023 • Deloitte, Digital Tsunami: Generative AI, October 10, 2023 • Deloitte, Talent and the Board, October 17, 2023 • ICD, Key Questions for the HR Committee, October 18, 2023 • Deloitte, Audit Committee Update, October 25, 2023 • Deloitte, CEO / Director Symposium, October 26, 2023 • Cassels, Federal Impact Assessment Act Supreme Court of Canada decision, November 2, 2023 • Deloitte, The Role of the Board Chair on Climate Strategy, November 15, 2023 • Economist, The World Ahead 2024, November 16, 2023 • Kinross, Anti-Bribery & Anti-Corruption and Conflicts of Interest, December 1, 2023 • Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023 • Egon Zender, Audit Committee Forum & Roundtable, December 6, 2023 • Deloitte, Sustainability Reporting – Navigating evolving expectations, December 7, 2023 • ICD, The Role of Boards in Overseeing Culture, December 7, 2023 • Kinross / Competent Boards, Navigating the ESG Landscape, December 11, 2023 • Deloitte, Charting the Future of Canadian Governance, December 13, 2023

	Charles Jeannes Age: 65 Director Since: November 9, 2016 (7 years)	Independent Residence: Reno, Nevada, U.S.A. Principal Occupation: Corporate Director
	Wheaton Committees • Governance & Sustainability Committee, Chair • Human Resources Committee	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • CEO/President • Industry expertise • Compensation • Investment banking/M&A	• Financial literacy • Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management


Mr. Jeannes joined the Board of Wheaton in November 2016. Mr. Jeannes is a mining industry veteran with over 30 years of experience. As President and CEO of Goldcorp Inc. (now Newmont Corporation) from December 2008 to April 2016, he led Goldcorp’s development into one of the world’s largest and most successful gold mining companies with mining operations and development projects located throughout the Americas. Mr. Jeannes formerly held the role of Executive Vice President, Corporate Development of Goldcorp where he managed a series of M&A transactions that contributed to the company’s significant growth. Prior to joining Goldcorp, Mr. Jeannes held senior positions with Glamis Gold Ltd. and Placer Dome Inc. Mr. Jeannes was formerly a director of Tahoe Resources Inc. until its acquisition by Pan American Silver Corp. in early 2019 and currently serves as a director of Pan American Silver Corp. and Chair of Orla Mining Ltd. He holds a B.A. degree from the University of Nevada (1980) and graduated from the University of Arizona College of Law with honors in 1983. He practiced law for 11 years and has broad experience in capital markets, mergers and acquisitions, public and private financing and international operations. Mr. Jeannes has received numerous awards including British Columbia CEO of the Year for 2013, Canada’s Most Admired CEO for 2015, 2016 Alumnus of the Year for the University of Nevada and 2015 Alumnus of the Year for the University of Arizona College of Law. Mr. Jeannes is involved in various philanthropic activities and currently serves as a Trustee of the Wolf Pack Athletic Association at the University of Nevada.


Public Directorships		Public Committee Appointments

• Pan American Silver Corp. (since February 2019)		• Human Resources and Compensation Committee (Chair) • Nominating and Governance Committee

• Orla Mining Ltd. (Chair) (since June 2017)		• Compensation Committee • Audit Committee • Corporate Governance and Nominating Committee


2023 Voting Results		2023 Board and Committee Meetings Attended ^(2)(3)(4)

• Votes For: 306,763,045 (92.91%) • Votes Withheld: 23,400,585 (7.09%)		• Board: 9 out of 9 (100%) • Human Resources: 5 out of 5 (100%) • Governance and Sustainability: 3 out of 4 (75%)


2023 Continuing Education

• NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) • World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands • BMO Global Metals and Mining Conference, February 26 – March 1, 2023, Florida		• PDAC Mining Conference, March 5-8, 2023, Toronto • Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar • Denver Gold Forum, September 17-20, 2023, Denver, Colorado • Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023

	Marilyn Schonberner Age: 64 Director Since: February 26, 2018 (6 years)	Independent Residence: Alberta, Canada Principal Occupation: Corporate Director
	Wheaton Committees • Audit Committee, Chair • Human Resources Committee	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • Compensation • Financial literacy	• Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management


Ms. Schonberner is a Corporate Director with over 35 years of international experience in the Energy and Mining sectors. She retired in 2018 as the Chief Financial Officer of Nexen Energy ULC. During her 21-year career with Nexen, she held various executive roles with responsibility for financial and risk management, audit, human resources, strategic planning and budgeting, supply chain, and information services. Ms. Schonberner currently serves on the board of directors of New Gold Inc. where she is the Chair of the Audit Committee and a member of the Governance and Nominating Committee. She holds a Bachelor of Commerce from the University of Alberta and a Master of Business Administration from the University of Calgary. She is a CPA, CMA and a Certified Internal Auditor. Ms. Schonberner completed the Senior Executive Development Programme at the London Business School and has obtained the ICD.D designation from the ICD.


Public Directorships		Public Committee Appointments

• New Gold Inc. (since July 2017)		• Audit Committee (Chair) • Governance and Nominating Committee


2023 Voting Results		2023 Board and Committee Meetings Attended ^(2)(3)(4)

• Votes For: 323,870,891 (98.09%) • Votes Withheld: 6,292,739 (1.91%)		• Board: 9 out of 9 (100%) • Audit: 4 out of 4 (100%) • Human Resources: 5 out of 5 (100%)


2023 Continuing Education

• NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) • ICD, Governance in Uncertain Times, January 18, 2023, Webcast • Deloitte Podium Club, Charting the Course of Canadian Governance (Session 1), January 25, 2023, Webcast • World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands • ICD, Navigating Rising Expectations for Canadian Boards, February 21, 2023, Webcast • Deloitte Podium Club, Charting the Course of Canadian Governance (Session 2), February 22, 2023, Webcast • ICD, Energy Transitions – Questions every Board should be Asking, March 1, 2023 Webinar • Osler, First Quarter Economic Update with Stephen Poloz, March 1, 2023 Webinar • Deloitte Global Boardroom – Tech trends for Boards, March 2, 2023 Webinar • Deloitte Mining & Metals Workshop Series: Leading Transformations, Achieving Net-Zero in Mining, March 6, 2023, In-Person		• Deloitte Global Boardroom, Supply, Demand, and Inflation: A Deep Dive for Boards, April 18, 2023, Webinar • Deloitte Podium Club, Quarterly Audit Committee Update, April 27, 2023, Webinar • Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar • Deloitte, Challenges for Remuneration Committees, June 22, 2023, Webinar • Deloitte Podium Club, Audit Committee Update, October 25, 2023 Webinar • Wood Mackenzie, Charting a Path Through the Energy Transition, November 21, 2023 Webinar • Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023 • Mining Industry HR Council, The Importance of Gender Equity in Mining, December 9, 2023, Online Training • Deloitte, Charting the Future of Canadian Governance, December 13, 2023, Webinar

	Randy V.J. Smallwood Age: 59 Director Since: May 6, 2011 (12 years)	Non-Independent ⁽⁶⁾ Residence: British Columbia, Canada Principal Occupation: President and Chief Executive Officer of the Company
	Wheaton Committees • None	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • CEO/President • Operations • Industry expertise • Compensation • Investment banking/M&A	• Financial literacy • Health/Safety/Environmental/ Climate Competency/ Sustainability • Governance/Board • Risk management


Mr. Smallwood holds a geological engineering degree from the University of British Columbia and a mine engineering diploma from the British Columbia Institute of Technology. Mr. Smallwood was involved in the founding of Wheaton and in 2007, he joined Wheaton full time as Executive Vice President of Corporate Development, primarily focusing on growing the Company through the evaluation and acquisition of silver stream opportunities. In January 2010 he was appointed President, and in April 2011 he was appointed Wheaton’s Chief Executive Officer. Mr. Smallwood originally started as an exploration geologist with Wheaton River Minerals Ltd., and in 2001 was promoted to Director of Project Development, his role through its 2005 merger with Goldcorp. Mr. Smallwood was an instrumental part of the team that built Wheaton River / Goldcorp into one of the largest, and more importantly, one of the most profitable gold companies in the world, and he is now focused on continuing to add to the impressive growth profile of Wheaton. Mr. Smallwood formerly served on the boards of Defiance Silver Corp. (formerly ValOro Resources Inc. and Geologix Explorations Inc.) from 2005 to 2019, Ventana Gold from 2008 to 2011, Castle Peak Resources from 2010 to 2012, and Tigray Resources Inc. from 2011 to 2014. Mr. Smallwood is also the Chair of MineralsEd BC and serves as a past Chair and board member of the World Gold Council, and as a board member of Special Olympics BC and Mining4Life. Mr. Smallwood also previously served on the board of the BC Cancer Foundation. In 2015, Mr. Smallwood received the British Columbia Institute of Technology Distinguished Alumni Award.


Public Directorships		Public Committee Appointments

• None		• None


2023 Voting Results		2023 Board and Committee Meetings Attended ^(2)(3)(4)

• Votes For: 327,027,044 (99.05%) • Votes Withheld: 3,136,586 (0.95%)		• Board: 9 out of 9 (100%)


2023 Continuing Education

• NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) • MacKay CEO Forums (throughout the year) • CIBC, Western Institutional Investor Conference, January 18 – 20, 2023, Whistler • World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands • BMO Global Mining Conference, February 26-March 1, 2023, Hollywood, Florida • Bank of America, Global Metals, Mining and Steel Conference, May 16-18, 2023, Miami, Florida		• PDAC, Mining Conference, March 5-8, 2023, Toronto • Denver Gold Forum, September 17-20, 2023, Denver, Colorado • LBMA, Precious Metals Conference, October 15-17, 2023, Barcelona, Spain • LME, LME Week, October 8-13, 2023, London, UK • Scotiabank Mining Conference, November 28-29, 2023, Toronto • Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023 • LGBTQ2+ Diversity and Inclusion Training for Workplaces, December 2023, Online Training Module

	Srinivasan Venkatakrishnan Age: 58 Director Since: To be appointed at Meeting Wheaton Committees	Independent Residence: Ireland Principal Occupation: Corporate Director
	• None	Areas of Expertise ⁽¹⁾ • Managing or leading growth • International • CEO/President • Operations • Industry Experience • Compensation • Investment Banking/M&A	•Financial Literacy • Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management


Mr. Venkatakrishnan is a Corporate Director and an experienced mining executive who brings a wealth of mining and financial experience, gained through his vast experience of leading global mining businesses, in a career that has spanned across 17 countries and six continents. Mr. Venkatakrishnan has a proven track record of leading multinational organizations - including major publicly listed companies - through periods of challenging and transformative change. He is currently the Chair of Endeavour Mining plc. and a director of BlackRock World Mining Trust plc. He is also, until March 31, 2024, a Director of Weir Group Plc. Previously, Mr. Venkatakrishnan served as CEO of Vedanta Resources plc from 2018 to 2020 and was CEO of AngloGold Ashanti Limited between 2013 to 2018, having previously been Chief Financial Officer of the business from 2005, and of Ashanti Goldfields Limited from 2000. In his early career, he was a Director with Deloitte in London, leading corporate restructurings on behalf of both corporates and financiers. Mr. Venkatakrishnan is a past board member of the World Gold Council, International Council on Mining and Metals, Business Leadership South Africa, the Chamber of Mines of South Africa and a past member of the Financial Review Investigation Panel of the Johannesburg Stock Exchange.


Public Directorships		Public Committee Appointments

• Endeavour Mining plc. (since July 2022) • Blackrock World Mining Trust plc (since 2021) • Weir Gold plc. (since 2021) (Mr.Venkatakrishnan will be leaving the Weir Group plc. Board on March 31, 2024)		• Corporate Governance & Nominations Committee • ESG Committee • Technical, Health & Safety Committee • Audit Committee (Chair) • Audit Committee


2023 Voting Results		2023 Board and Committee Meetings Attended ⁽⁷⁾

• N/A ⁽⁷⁾		• N/A


2023 Continuing Education

• NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily)

	●	Reducing Scope 1 and 2 emissions by 50% by 2030 from a 2018 baseline.
	●	80% of Scope 3 financed emissions be covered by emissions targets that are aligned with 1.5 degrees Celsius by 2040.
	●	Supporting third-party operators at Mining Operations in their decarbonization and climate solutions efforts.

		Actual Share Ownership ⁽¹⁾
Name	Ownership Requirement (C$)	Common Shares (C$) ⁽²⁾	Restricted Share Rights (C$) ⁽³⁾	Total Ownership Value (C$) ⁽⁴⁾		Total Current Market Value (C$) ⁽⁵⁾	Ownership Req’ment Multiple Achieved ⁽⁶⁾	Meets Ownership Requirement?
George L. Brack	1,019,751	1,379,242 (21,099 Shares)	1,244,253 (19,034 Rights)		2,623,494	2,010,988	2.6	Yes
Jaimie Donovan ⁽⁸⁾	-	130,740 (2,000 Shares)	249,713 (3,820 Rights)		380,453	151,348	-	Yes
R. Peter Gillin ⁽⁷⁾	750,624	1,624,445 (24,850 Shares)	4,446,860 (68,026 Rights)		6,071,304	5,358,962	8.1	Yes
Chantal Gosselin	750,624	26,148 (400 Shares)	2,517,791 (38,516 Rights)		2,543,939	2,073,877	3.4	Yes
Charles Jeannes	750,624	261,480 (4,000 Shares)	1,021,733 (15,630 Rights)		1,283,213	899,746	1.7	Yes
Marilyn Schonberner	750,624	391,239 (5,985 Shares)	1,037,553 (15,872 Rights)		1,428,792	1,035,325	1.9	Yes
Glenn Ives ⁽⁸⁾⁽⁹⁾	750,624	784,440 (12,000 Shares)	317,110 (4,851 Rights)		1,101,550	852,320	1.5	Yes
Jeane Hull ⁽⁸⁾	-	$Nil (Nil Shares)	75,191 (1,110 Rights)		75,191	-	-	Yes

Name	Current Market Value of Common Shares (C$) ⁽¹⁾⁽²⁾		Current Market Value of Vested Restricted Share Rights (C$) ⁽¹⁾⁽²⁾		Total Current Market Value (C$)
George L. Brack		1,284,507		726,481		2,010,988
Jaimie Donovan		121,760		29,588		151,348
R. Peter Gillin		1,512,868		3,846,094		5,358,962
Chantal Gosselin		24,352		2,049,525		2,073,877
Charles Jeannes		243,520		656,226		899,746
Jeane Hull		$Nil		$Nil		-
Marilyn Schonberner		364,367		670,958		1,035,325
Glenn Ives		852,320		$Nil		852,320

Fees	Amount (C$)⁽¹⁾
Annual Board Retainer
• All directors	$	110,000
• Additional Board Chair retainer (currently Mr. Brack)	$	100,000
Annual Committee Chair Retainer
• Audit Committee Chair (currently Ms. Schonberner)	$	30,000
• Governance and Sustainability Committee Chair (currently Mr. Jeannes)	$	15,000
• Human Resources Committee Chair (currently Ms. Gosselin)	$	30,000
Meeting and Travel Fees
• Meeting Fee for each Board or Board committee meeting attended (in-person or virtually)	$	1,500
• Travel Fee for travel required to attend a Board or Board committee meeting held at a location where the director does not reside	$	1,500

Name	Fees Earned (C$)		Share-based Awards ⁽²⁾ (C$)		Option-based Awards (C$)		Non-equity Incentive Plan Compensation (C$)		All Other Compensation ⁽³⁾ (C$)		Total (C$)
George L. Brack		241,500		229,917		-		-		9,697		481,114
John A. Brough ⁽⁴⁾		42,192		140,208		-		-		2,669		185,069
Jaimie Donovan		150,500		140,208		-		-		297		291,005
R. Peter Gillin		165,962		140,208		-		-		51,338		357,508
Chantal Gosselin		171,038		140,208		-		-		27,357		338,603
Jeane Hull		88,110		75,192		-		-		-		163,302
Eduardo Luna ⁽⁴⁾		49,692		140,208		-		-		8,437		198,337
Charles Jeannes		171,500		140,208		-		-		8,759		320,467
Marilyn Schonberner		186,500		140,208		-		-		8,956		335,664
Glenn Ives		138,500		140,208		-		-		-		278,708
TOTALS		1,405,494		1,426,773		-		-		117,510		2,949,777

Name	Board Annual Retainer (C$)		Board/ Committee Chair Retainer (C$)		Aggregate Board Attendance Fee (C$)		Aggregate Committee Attendance Fee (C$)		Aggregate Travel Fee (C$)		Total Fees Earned (C$)
George L. Brack (Chair of the Board)		110,000		100,000		18,000		7,500		6,000		241,500
John A. Brough ⁽²⁾		30,192		n/a		6,000		3,000		3,000		42,192
Jaimie Donovan		110,000		n/a		18,000		10,500		12,000		150,500
R. Peter Gillin		110,000		10,962		18,000		15,000		12,000		165,962
Chantal Gosselin (Chair of the Human Resources Committee)		110,000		19,038		16,500		19,500		6,000		171,038
Jeane Hull ⁽³⁾		70,110		n/a		9,000		3,000		6,000		88,110
Eduardo Luna ⁽²⁾		30,192		n/a		6,000		4,500		9,000		49,692
Charles Jeannes (Chair of the Governance and Nominating Committee)		110,000		15,000		16,500		18,000		12,000		171,500
Marilyn Schonberner (Chair of the Audit Committee)		110,000		30,000		18,000		13,500		15,000		186,500
Glenn Ives		110,000		n/a		18,000		7,500		3,000		138,500

	Option-based Awards								Share-based Awards
Name	Number of securities underlying unexercised options (#)		Option exercise price (C$)		Option expiration date		Value of unexercised in-the-money options (C$)		Number of shares or units of shares that have not vested ⁽¹⁾ (#)		Market or payout value of share-based awards that have not vested ⁽²⁾ (C$)		Market or payout value of share-based awards not paid out or distributed ^(2) (3) (C$)
George L. Brack		-		-		-		-		7,101		464,192		780,060
John A. Brough ⁽⁴⁾		-		-		-		-		-		-		-
Jaimie Donovan		-		-		-		-		3,334		217,944		31,770
R. Peter Gillin		-		-		-		-		4,851		317,110		4,129,750
Chantal Gosselin		-		-		-		-		4,851		317,110		2,200,681
Jeane Hull		-		-		-		-		1,110		72,561		-
Eduardo Luna ⁽⁴⁾		-		-		-		-		-		-		-
Charles Jeannes		-		-		-		-		4,851		317,110		704,623
Marilyn Schonberner		-		-		-		-		4,851		317,110		720,443
Glenn Ives		-		-		-		-		4,851		317,110		-

Name	Option-based awards – Value vested during the year ($)		Share-based awards – Value vested during the year ^{(1) (2)} (C$)		Non-equity incentive plan compensation – Value earned during the year (C$)
George L. Brack		-		128,526		-
John A. Brough ⁽³⁾		-		1,515,078		-
Jaimie Donovan		-		-		-
R. Peter Gillin		-		-		-
Chantal Gosselin		-		103,273		-
Jeane Hull		-		-		-
Eduardo Luna ⁽³⁾		-		2,938,507		-
Charles Jeannes		-		-		-
Marilyn Schonberner		-		101,180		-
Glenn Ives		-		137,070		-

Our year in review - 2023	54
Introduction	54
Objectives of Compensation Program	54
Overview of the Compensation Philosophy	55
Opportunity for Shareholder Feedback	55
Role of the Human Resources Committee	55
Named Executive Officers	57
Role of the Chief Executive Officer	57
Role of the Compensation Consultant	58
Elements of Executive Compensation	59
Overview of How Compensation Program Fits with Wheaton Compensation Goals	62
The Comparator Group	63
Benchmarking	64
Base Salary	65
Annual Performance Based Cash Incentives	65
Corporate Performance Objectives	66
Personal Performance Objectives	70
Overall Annual Performance Based Cash Incentive - 2023	71
Long-Term Incentive Plan – Stock Options, Restricted Share Rights and Performance Share Units	72
2023 Stock Option Awards	73
2023 Restricted Share Right Awards	73
2023 Performance Share Unit Awards	74
Retirement Plans	76
Other Compensation – Perquisites	77
Executive Share Ownership Policy	77
Policy Regarding Certain Financial Instruments	79
Consideration of Risk Associated with Executive Compensation	80
Succession Planning for President and Chief Executive Officer	81
Pay for Performance Alignment	82
Performance Graph	83
Net Realizable Pay	84
Summary Compensation Table	86
Incentive Plan Awards	88
Termination and Change of Control Benefits	90
Estimated Incremental Payment on Change of Control or Termination	92
Share Option Plan	93
Performance Share Unit Plan	95
Restricted Share Plan	96

Name	Independent	Relevant Experience
Chantal Gosselin (Chair)	Yes	Chair of Prime Mining Corp.’s Compensation Committee Former Member of Lundin Gold Inc.’s Compensation Committee ICD, Key Questions to the HR Committee, October 18, 2023 Hugessen Consulting - Trends and Insights from the 2023 Proxy Season: TSX60 Exec Compensation, June 22, 2023 NACD, Compensation Webinar: The Key to Executive Retention, April 6, 2023 ICD, 2022 Executive Compensation Trend by Hugessen, June 28, 2022, Webinar ICD, The Board’s role in CEO transition, April 21, 2022, Webinar
Glenn Ives	Yes	Deloitte, Talent and the Board, October 17, 2023 ICD, Key Questions for the HR Committee, October 18, 2023 ICD, The Role of Boards in Overseeing Culture, December 7, 2023 Member of Kinross Human Resources and Compensation Committee since 2020 Member of Deloitte Leadership & Development Rewards Committee from 2008 to 2018 Member of St. Paul’s Foundation (Vancouver) Human Resources Committee since 2022
Charles Jeannes	Yes	Member of Pan American Silver Corp.’s Human Resources Committee (Chair) Member of Orla Mining Ltd.’s Human Resources Committee President and CEO of Goldcorp Inc. from 2008 to 2016

	2022 ⁽¹⁾ ($)		2023 ⁽¹⁾ ($)
Executive Compensation-Related Fees		73,235		65,618
Insurance related fees ⁽²⁾		213,372		169,500
Premiums paid to third-party insurance carriers ⁽²⁾		2,010,424		1,872,449
TOTAL		2,297,031		2,107,567