Managing Compensation Risks

We regularly monitor the risks associated with our executive compensation plans, programs, policies, and decisions. In 2019, the Compensation Committee was presented with the results of a comprehensive compensation risk assessment conducted by Willis Towers Watson, which confirmed that Barrick has strong incentive governance practices and an executive compensation structure that is well-balanced. The assessment also confirmed that our executive compensation plans and programs do not encourage unnecessary and excessive risk-taking and do not create significant risks that are reasonably likely to have a material adverse effect on Barrick.

What we do

  • We pay for performance
  • We ensure that the long-term interests of our directors and management are one and the same
  • We balance short-term and long-term incentive compensation for our Named Partners
  • We cap incentive plan payouts for our NEOs
  • We stress-test incentive compensation programs, awards, and payouts
  • We maintain industry-leading minimum share ownership requirements for our Named Partners
  • We require all employees, including our NEOs, to certify annually their compliance with the Code of Business Conduct and Ethics
  • We maintain a robust Clawback Policy
  • We design our compensation plans to mitigate undue risk-taking
  • We mandate double-trigger Change in Control provisions for all long-term incentive awards
  • We regularly review compensation
  • We hold an annual advisory vote on executive compensation
  • We regularly and proactively engage with our shareholders and continuously use their feedback to refine our compensation practices
  • We regularly consider the implications of the risks associated with the Company’s executive compensation programs and practices including through discussion by independent directors at our three standing committees

What we do not do

  • We do not guarantee incentive compensation
  • We do not re-price equity-based incentive compensation awards
  • We do not provide tax gross ups in connection with Change in Control severance payments
  • We do not permit hedging of our Company’s equity-based long-term incentive compensation and personal share ownership
  • We do not grant deferred cash incentives for executive compensation purposes

Enhanced Clawback Policy

Barrick has adopted an Incentive Compensation Recoupment Policy (Clawback Policy) that goes beyond the yet-to-be implemented provisions of the U.S. Dodd-Frank Act. Under the Clawback Policy, we may recoup certain incentive compensation paid to our Executive Chairman, Named Partners, other Partnership Plan participants, former executive officers, and certain other officers and employees (a Covered Person) in cases of a material financial restatement which improperly resulted in the overpayment of incentive compensation. The Clawback Policy provides that in the event of a restatement of financial results due to material non-compliance with any financial reporting requirement under applicable securities laws, other than as a result of a change in accounting principles or securities laws, the Board may seek to recoup excess incentive compensation which was paid or granted upon the achievement of certain financial results in the 36-month period preceding the date of the restatement, to the extent that the amount of such compensation would have been lower if the financial results had been properly reported. In the case of our Executive Chairman, Named Partners, and Partnership Plan participants, the Clawback Policy applies regardless of whether the individual engaged in wrongful conduct that caused or was a significant contributing factor to the need for the restatement.

The Clawback Policy now also allows for the recoupment of incentive compensation from Covered Persons, where the Board determines that wrongful conduct (fraud, dishonesty, or gross negligence) has occurred which resulted in a Covered Person improperly achieving certain performance targets and receiving or realizing a higher amount of incentive compensation than such Covered Person would have otherwise been entitled to receive or realize. Recoupment can be sought for a period of 36 months from the date on which the wrongful conduct occurred. A copy of our Clawback Policy is available on our website at www.barrick.com/about/governance.

NEO Share Ownership Requirements

Our partnership culture requires that our Executive Chairman and Partners be owners; we expect them to have a high degree of financial and emotional ownership in the Company. Share ownership is a core attribute of our culture and something that all of our Partners embrace.

Reflecting this philosophy, Barrick has implemented share ownership requirements for the Executive Chairman (four times salary) and our Named Partners, including the President and Chief Executive Officer (ten times salary), Senior Executive Vice-President, Chief Financial Officer (five times salary), Senior Executive Vice-President, Strategic Matters (five times salary), and Chief Operating Officer, Latin America and Asia Pacific (five times salary). The share ownership requirements extend to other Partners, including Senior Vice-Presidents, Vice-Presidents, Executive Directors, and General Managers. All Partners have the later of five years from the date they become a Partner and February 2025 to meet the share ownership requirements. Barrick Shares held by our Executive Chairman and Partners, Barrick Shares purchased through Barrick’s BSPP, Barrick Shares held in trust and nominee accounts (including vested share-based awards from Randgold legacy plans that were granted prior to the Merger), unvested RSUs, and unvested PGSUs are counted towards satisfying share ownership requirements. Stock options and Randgold legacy RSS awards and LTIP awards that have not yet vested based on performance do not count towards these requirements.

The share ownership requirement for the Executive Chairman is evaluated annually on December 31. The share ownership requirement for our Partners is evaluated at least once per year on December 31 and may also be evaluated following the annual LTI granting cycle in February, after the end of the most recently completed financial year.

In the table below, share ownership has been evaluated as at year-end of December 31, 2019 and March 2, 2020 to take into consideration the long-term incentive grants that were made to our Named Partners in February 2020 for their 2019 performance. The Executive Chairman and all Named Partners have met their share ownership requirements as at December 31, 2019 and March 2, 2020.

2019 Requirement Actual Share Ownership Details for NEOs(1)
Name and Principal Position Multiple
of Salary(2)
Date Value of Barrick Shares
(# of Barrick
Shares)
Value of PGSUs Subject to Vesting
(# PGSUs)
Value of RSUs Subject to Vesting
(# RSUs)
Value of DSUs
(# DSUs)
Value of Total Ownership(1)
(# Total)
Total Share Ownership Multiple of Salary(2)
John L. Thornton
Executive Chairman(3)
4x December 31, 2019 $96,946,850
(5,215,000)
Nil
(Nil)
Nil
(Nil)
$21,732
(1,169)
$96,968,582
(5,216,169)
38.8x
March 2, 2020 $103,569,900
(5,215,000)
Nil
(Nil)
Nil
(Nil)
$23,216
(1,169)
$103,593,116
(5,216,169)
41.4x
D. Mark Bristow
President and Chief Executive Officer(4)
10x December 31, 2019 $102,740,628
(5,526,661)
$2,477,099
(133,249)
Nil
(Nil)
Nil
(Nil)
$105,217,727
(5,659,910)
58.5x
March 2, 2020 $109,759,487
(5,526,661)
$9,933,714
(500,187)
$1,939,726
(97,670)
Nil
(Nil)
$121,632,927
(6,124,518)
67.6x
Graham P. Shuttleworth
Senior Executive Vice-President and Chief Financial Officer(5)
5x December 31, 2019 $11,299,783
(607,842)
$938,807
(50,501)
Nil
(Nil)
Nil
(Nil)
$12,238,590
(658,343)
16.3x
March 2, 2020 $12,071,742
(607,842)
$1,002,950
(50,501)
$735,138
(37,016)
Nil
(Nil)
$13,809,830
(695,359)
18.4x
Kevin J. Thomson
Senior Executive Vice-President, Strategic Matters(6)
5x December 31, 2019 $2,892,585
(155,599)
$4,821,856
(259,379)
Nil
(Nil)
Nil
(Nil)
$7,714,441
(414,978)
10.3x
March 2, 2020 $3,092,520
(155,716)
$7,939,114
(399,754)
Nil
(Nil)
Nil
(Nil)
$11,031,634
(555,470)
14.7x
Mark F. Hill
Chief Operating Officer, Latin America and Asia Pacific
5x December 31, 2019 $751,352
(40,471)
$3,927,918
(211,292)
$934,017
(50,243)
Nil
(Nil)
$5,613,288
(301,952)
8.3x
March 2, 2020 $805,025
(40,535)
$6,488,679
(326,721)
$997,826
(50,243)
Nil
(Nil)
$8,291,530
(417,499)
12.3x
  1. The value of Barrick Shares, PGSUs, RSUs, and DSUs is based on the closing price of Barrick Shares on the NYSE on December 31, 2019 ($18.59) and March 2, 2020 ($19.86).
  2. For the purposes of determining the share ownership requirements as at December 31, 2019, the 2019 pre-tax base salary has been used for Messrs. Thornton ($2,500,000); Bristow ($1,800,000); Shuttleworth ($750,000); Thomson ($750,000); and Hill (Cdn $900,000). For Mr. Hill, his 2019 annual base salary was converted from Canadian dollars to U.S. dollars based on the annual average exchange rate reported by the Bank of Canada (1.3269). For the purposes of determining the share ownership requirements as at March 2, 2020, the 2020 pre-tax base salary has been used for Messrs. Thornton ($2,500,000); Bristow ($1,800,000); Shuttleworth ($750,000); Thomson ($750,000); and Hill (Cdn $900,000). For Mr. Hill, his 2020 annual base salary was converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average rate of exchange on March 2, 2020 (1.3356).
  3. As at March 2, 2020, Mr. Thornton owns 4,200,219 Barrick Shares directly, 59,970 Barrick Shares indirectly through a Rollover IRA, and 500,000 Barrick Shares indirectly through a Grantor Retained Annuity Trust. Mr. Thornton also exercises control or direction over 240,600 Barrick Shares held in the names of his wife and children. In addition, 214,211 Barrick Shares are held in family trusts for the benefit of Mr. Thornton’s children and for which his wife is the trustee. Mr. Thornton does not have beneficial interest in or control over these Barrick Shares held in trust. On March 18, 2020 and March 19, 2020, Mr. Thornton used 60% of his 2019 after-tax LTI award ($1,572,572) to purchase a total of 59,280 Barrick Shares, bringing his total share ownership position to 5,274,280 Barrick Shares worth nearly 41.3 times his base salary as at March 26, 2020. These Barrick Shares are subject to a holding period until the later of: (a) three years following the date of purchase; and (b) the date Mr. Thornton retires or leaves the Company. In late March 2020, due to personal portfolio considerations, Mr. Thornton sold a portion of the Barrick Shares that he purchased using his personal funds which were not subject to holding restrictions. The sales were completed during the permitted open period following the release of Barrick’s 2019 year-end results. Mr. Thornton confirmed that he would continue to retain and seek to build on what remains a meaningful equity stake in Barrick and that he looks forward to participating in the value created by the many exciting long-term growth opportunities being realized by Barrick’s strong management team.
  4. As at March 2, 2020, Mr. Bristow owns 4,757,508 Barrick Shares directly. In addition, Mr. Bristow holds 306,589 Barrick Shares pursuant to the exchange into Barrick Shares of the one-off Randgold CEO Award that was granted to him by Randgold in 2013. These Barrick Shares must be held for the duration of Mr. Bristow’s employment with Barrick. Mr. Bristow holds 77,500 Barrick Shares pursuant to the Randgold Annual Bonus Plan. These Barrick Shares are subject to a hold period ending on the earlier of: (a) January 1, 2021; and (b) the date on which his employment with Barrick terminates. Mr. Bristow holds 177,736 Barrick Shares pursuant to the Randgold Co-Investment Plan. These Barrick Shares are subject to a hold period ending on the earlier of: (a) January 1, 2021; and (b) the date on which his employment with Barrick terminates. Mr. Bristow holds 207,328 Barrick Shares pursuant to the Randgold Restricted Share Scheme (RSS). These Barrick Shares are subject to a hold period ending on the earlier of: (a) January 1, 2021; and (b) the date on which his employment with Barrick terminates. Mr. Bristow owns 500,187 PGSUs in total, 133,249 of which is in respect of the number of PGSUs held following the restructuring of his February 2019 PGSU grant, and 366,938 is in respect of the PGSUs granted on February 10, 2020 for his 2019 performance and contributions. The RSUs were granted on February 11, 2020 in connection with the restructuring of the President and Chief Executive Officer’s 2019 grant of PGSUs. For additional information, see “Restructured Retention Award for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer”.
  5. As at March 2, 2020, Mr. Shuttleworth holds 497,558 Barrick Shares directly. In addition, Mr. Shuttleworth holds 27,741 Barrick Shares pursuant to the Randgold Annual Bonus Plan. These Barrick Shares are subject to a hold period ending on the earlier of: (a) January 1, 2021; and (b) the date on which his employment with Barrick terminates. Mr. Shuttleworth holds 34,770 Barrick Shares pursuant to the Randgold Co-Investment Plan. These Barrick Shares are subject to a hold period ending on the earlier of: (a) January 1, 2021; and (b) the date on which his employment with Barrick terminates. Mr. Shuttleworth holds 47,773 Barrick Shares pursuant to the Randgold Restricted Share Scheme (RSS). These Barrick Shares are subject to a hold period ending on the earlier of: (a) January 1, 2021; and (b) the date on which his employment with Barrick terminates. Mr. Shuttleworth owns 50,501 PGSUs in respect of the number of PGSUs held following the restructuring of his February 2019 PGSU grant. The RSUs were granted on February 11, 2020 in connection with the restructuring of the Senior Executive Vice-President, Chief Financial Officer’s 2019 grant of PGSUs. For additional information, see “Restructured Retention Award for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer”. On March 4, 2020, Mr. Shuttleworth was granted 131,726 PGSUs for his 2019 performance and contributions upon receiving a tax ruling from Revenue Jersey.
  6. As at March 2, 2020, Mr. Thomson held 155,716 Barrick Shares directly. At March 26, 2020, Mr. Thomson holds 75,843 Barrick Shares directly which, together with his PGSU holdings, is worth over 12 times his base salary.
  7. As at March 2, 2020, Mr. Hill holds 40,535 Barrick Shares directly.