Other Compensation Information

Incentive Plan Award Tables

Aggregate Option Exercises During Financial Year Ended December 31, 2019

None of the NEOs have outstanding stock options.

Outstanding Share-Based Awards and Option-Based Awards as at Year Ended December 31, 2019(1)

The following table provides information for all share-based awards to NEOs outstanding as at December 31, 2019. None of the NEOs have outstanding stock options.

Option Awards(2) Share-Based Awards(3)
Name Number of Securities Underlying Unexercised Options (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised In-the-Money Options or Similar Instruments   Number of Shares or Units of Shares That Have Not Vested (includes PGSUs, RSUs, RSS, LTIP) Market or Payout Value of Share-Based Awards That Have Not Vested (includes PGSUs, RSUs, RSS, LTIP) Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed   (DSUs)
(a) (b) (c) (d) (e) (f) (g) (h)
John L. Thornton
2/12/2013 Nil Nil Nil Nil Nil $21,732
Total(4) Nil Nil Nil Nil $21,732
D. Mark Bristow
3/23/2016 Nil Nil Nil 57,872 Nil Nil
3/17/2017 Nil Nil Nil 129,086 Nil Nil
5/15/2018 Nil Nil Nil 480,404 Nil Nil
2/11/2019 Nil Nil Nil 399,747 $7,423,303 Nil
Total(5) Nil Nil 1,067,019 $7,423,303 Nil
Graham P. Shuttleworth
3/23/2016 Nil Nil Nil 13,175 Nil Nil
3/17/2017 Nil Nil Nil 25,253 Nil Nil
5/15/2018 Nil Nil Nil 116,364 Nil Nil
2/11/2019 Nil Nil Nil 151,503 $2,813,404 Nil
Total(6) Nil Nil 306,295 $2,813,404 Nil
Kevin J. Thomson
2/13/2018 Nil Nil Nil 121,310 $2,252,728
2/11/2019 Nil Nil Nil 138,069 $2,563,950
Total(7) Nil Nil 259,380 $4,816,678
Mark F. Hill
10/24/2017 Nil Nil Nil 50,244 $933,023
2/13/2018 Nil Nil Nil 85,776 $1,592,853
2/11/2019 Nil Nil Nil 125,517 $2,330,857
Total(8) Nil Nil 261,537 $4,856,733
  1. None of the NEOs have outstanding stock options. The amounts shown in the table above for each of the NEOs as at December 31, 2019 include: (i) the aggregate number of unvested PGSUs and RSUs and Randgold legacy RSS and LTIP awards, (ii) the aggregate number of vested DSUs that have not yet paid out, and (iii) the market value of such PGSUs, RSUs, RSS awards, LTIP awards, and DSUs based on the closing price of Barrick Shares on December 31, 2019. For RSS awards, LTIP awards, and DSUs, the closing share price of Barrick Shares is based on the NYSE as at December 31, 2019 ($18.59). For PGSUs and RSUs, the closing price of Barrick Shares is based on the TSX as at December 31, 2019 (Cdn $24.12), converted to U.S. dollars based on the December 31, 2019 Bank of Canada daily average rate of exchange (1.2988). The value realized upon vesting of a PGSU is equal to the closing share price of Barrick Shares on the TSX on the vesting date. The value realized upon vesting of a RSU is equal to the average closing share price of Barrick Shares on the TSX during the five trading days preceding the vesting date.
  2. We have ceased granting stock options to executives to further underscore long-term ownership as the basis of our long-term incentive awards.
  3. Legacy PGSUs granted prior to January 1, 2020 vest 33 months from the date of grant and upon vesting, the after-tax proceeds are used to purchase Restricted Shares that cannot be sold until the Named Partner retires or leaves the Company (up to two years longer if they leave to join, or provide services to, a defined competitor). RSUs vest 33 months from the date of grant. DSUs vest immediately on grant but must be retained until the director leaves the Board. Market or payout value of PGSU awards and RSU awards that have not vested is determined by multiplying the number of PGSUs or RSUs by the closing share price of Barrick Shares on the TSX as at December 31, 2019 (Cdn $24.12). Market or payout value of the Randgold legacy RSS and LTIP awards that have not vested reflects the number of shares conditionally awarded that are expected to vest at the end of the respective performance periods, multiplied by the closing share price of Barrick Shares on the NYSE as at December 31, 2019 ($18.59). See Schedule F and Schedule G of this Circular for more details. Market or payout value of DSUs that have vested but have not been paid out or distributed is determined by multiplying the number of DSUs by the closing share price of Barrick Shares on the NYSE as at December 31, 2019 ($18.59).
  4. Mr. Thornton’s vested share-based awards that have yet to be paid out or distributed include 1,059 DSUs and 110 DSU dividend equivalents that he received for his service as an independent director of the Board from February 15, 2012 to June 5, 2012. Pursuant to the Directors’ Deferred Share Unit Plan, these DSUs must be retained until Mr. Thornton leaves the Board, at which point the value of the DSUs including any dividends accrued on the initial DSU grant will be paid out in cash.
  5. Mr. Bristow’s total outstanding share-based awards include 186,958 Randgold legacy RSS awards and 480,404 Randgold legacy LTIP awards. Mr. Bristow’s total outstanding share-based awards also include 396,558 PGSUs granted on February 11, 2019 and 3,189 PGSU dividend equivalents. Following discussions among the Compensation Committee, the independent directors of the Board and Mr. Bristow, and having regard to Mr. Bristow’s public commitment to continue in his role for at least five years from the Merger, it was mutually determined that the 2019 PGSU grant should be restructured to more closely align the vesting period and applicable holding conditions with the five-year service Commitment Period and shareholder value creation over the same period. Accordingly, one-third of the 2019 PGSU grant was retained and the remaining two thirds were restructured to be delivered and vest over the remaining Commitment Period. On February 11, 2020, one-third of the original 2019 grant was replaced with a grant of 97,670 RSUs with a grant date fair value equal to one-third of the 2019 PGSU grant. Subject to continued employment, this grant will vest 33 months from the date of grant and, upon vesting, the after-tax value will be used to purchase Barrick Shares that cannot be sold until the later of (a) the date Mr. Bristow retires, and (b) three years following the date of purchase. In 2021, and subject to Mr. Bristow’s continued employment, the Compensation Committee and the Board may, in their discretion, elect to grant Mr. Bristow an additional award of RSUs with a grant date value equal to one-third of his original 2019 PGSU grant. This third instalment is not guaranteed and, if awarded, will be subject to the same vesting and holding requirements as the 2020 grant of RSUs.
  6. Mr. Shuttleworth’s total outstanding share-based awards include 38,428 Randgold legacy RSS awards and 116,364 Randgold legacy LTIP awards. Mr. Shuttleworth’s total outstanding share-based awards also include 150,294 PGSUs granted on February 11, 2019 and 1,208 PGSU dividend equivalents. Following discussions among the Compensation Committee and Mr. Shuttleworth, it was mutually determined that the 2019 PGSU grant should be restructured in a manner consistent with the President and Chief Executive Officer. Accordingly, one-third of Mr. Shuttleworth’s original 2019 PGSU grant was retained and the remaining two thirds were restructured in a manner consistent with the President and Chief Executive Officer. On February 11, 2020, one-third of his original 2019 grant was replaced with a new grant of 37,016 RSUs with a grant date fair value equal to one-third of the original 2019 grant of PGSUs. Subject to continued employment, this grant will vest 33 months from the date of grant and, upon vesting, the after-tax value will be used to purchase Barrick Shares that cannot be sold until the later of (a) the date Mr. Shuttleworth retires, and (b) three years following the date of purchase. In 2021, and subject to Mr. Shuttleworth’s continued employment, the Compensation Committee and the Board may, in their discretion, elect to grant Mr. Shuttleworth an additional award of RSUs with a grant date value equal to one-third of his original 2019 PGSU grant. This third instalment is not guaranteed and, if awarded, will be subject to the same vesting and holding requirements as the 2020 grant of RSUs.
  7. Mr. Thomson’s total outstanding share-based awards include 255,460 PGSUs and 3,920 PGSU dividend equivalents.
  8. Mr. Hill’s total outstanding share-based awards include 208,299 PGSUs and 2,994 PGSU dividend equivalents, as well as 48,972 RSUs and 1,272 RSU dividend equivalents.

Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2019

The following table provides information for each of the NEOs on (1) the value that would have been realized if the options under the option-based awards had been exercised on the vesting date, (2) the value realized upon vesting of share-based awards (PGSUs, RSS Awards, RSUs, and DSUs), and (3) the value earned under the API program or long-term incentive awards that are awarded pursuant to the Executive Chairman LTI arrangement, as described in “2019 Compensation of Named Executive Officers – 2019 Compensation of the Executive Chairman”.

Name Option-Based Awards –
Value Vested
During the Year(1)
Share-Based Awards –
Value Vested
During the Year(2)
Non-Equity Incentive
Plan Compensation –
Value Earned
During the Year(3)
(a) (b) (c) (d)
John L. Thornton Nil $232 $2,504,688
D. Mark Bristow Nil Nil $5,400,000
Graham P. Shuttleworth Nil Nil $1,717,531
Kevin J. Thomson Nil $1,312,657 $1,574,647
Mark F. Hill Nil $891,734 $1,464,998
  1. We have ceased granting stock options to executives to further underscore long-term ownership as the basis of our long-term incentive awards.
  2. For Mr. Thornton, share-based awards that vested during 2019 represent the DSU dividend equivalents credited to his account based on the DSUs that he received for his service as an independent director of the Board from February 15, 2012 to June 5, 2012. For Mr. Thomson, the value of PGSUs that vested in 2019 (denominated in U.S. dollars) is determined by multiplying the number of PGSUs that vested by the closing share price of Barrick Shares on the TSX on the vesting date, converted to U.S. dollars based on the Bank of Canada daily average exchange rate on the vesting date pursuant to the PGSU Plan. Upon vesting, the after-tax proceeds of the PGSU award were used to purchase Restricted Shares that cannot be sold until Mr. Thomson retires or leaves the Company (up to two years longer if he leaves to join, or provide services to, a defined competitor). For Mr. Hill, the value of RSUs that vested in 2019 (denominated in U.S. dollars) is determined by multiplying the number of RSUs that vested by the average of the closing share price of our Common Shares on the TSX on the five trading days prior to the vesting date, converted to U.S. dollars based on the Bank of Canada daily average rate of exchange on the day preceding the vesting date pursuant to the LTI Plan. Upon vesting, the after-tax proceeds of the RSU award were used to purchase Restricted Shares.
  3. For Mr. Thornton, the value of non-equity incentive plan awards earned in the year represents the long-term incentive awarded pursuant to the Executive Chairman LTI arrangement. For Messrs. Bristow, Shuttleworth, Thomson, and Hill, the value of non-equity incentive plan awards earned in the year represents the API earned for 2019 performance.

Executive Retirement Plans

Barrick adopted the Executive Retirement Plan in 2000. The Executive Retirement Plan is a non-registered/non-qualified defined contribution plan in which participants accrue benefits in the form of account balances with a guaranteed rate of return and defined notional contributions. Currently, we administer one plan for officers based outside of the United States (including Canada) and another for officers primarily based in the United States. All NEOs participate in an Executive Retirement Plan and do not participate in any other Barrick retirement plan.

An amount equal to 15% of the officer’s salary and API for the year is accrued to the Executive Retirement Plan and accumulated with interest until termination of employment (before the participant’s retirement date), or upon retirement, as applicable. Interest accumulates at the annual rate of “Government of Canada Marketable Bonds with Average Yield over 10 years” as published in the Bank of Canada Weekly Financial Statistics for the month of January of the relevant calendar year. For 2019, this interest rate was 2.11%. No above-market or preferential earnings were paid out.

Participants are eligible to receive payouts upon retiring after attaining the age of 55, with the option of receiving the payout as a lump sum or in monthly installments having an equivalent actuarial value. Currently, Messrs. Thornton, Bristow, and Thomson are eligible to receive payouts under the Executive Retirement Plan from their accumulated account balances.

Upon termination, before the participant’s retirement date, the participant will receive the total amount credited to his or her account after the deduction of any amount transferred to a registered retirement savings plan as a retiring allowance. If the participant dies prior to retirement, the account balance will be paid out as a lump sum to the participant’s beneficiary or estate. See Potential Payments Upon Change in Control Termination for information on payments made upon termination following a Change in Control.

Defined Contribution Plan Table as at December 31, 2019(1)

Name Accumulated Value
at Start of Year
Compensatory(2) Accumulated Value
at Year-End
(a) (b) (c) (d)
John L. Thornton $3,503,194 $375,000 $3,955,693
D. Mark Bristow Nil $270,000 $272,600
Graham P. Shuttleworth Nil $110,098 $115,034
Kevin J. Thomson $1,161,279 $356,641 $1,615,304
Mark F. Hill $422,495 $370,319 $837,268
  1. For Messrs. Thornton and Bristow, contributions are made and reported in U.S. dollars. For Mr. Shuttleworth, contributions are denominated in Pound sterling and are converted from Pound sterling to U.S. dollars using the exchange rates reported by the Bank of England. For Messrs. Thomson and Hill, Executive Retirement Plan values are denominated in Canadian dollars and are converted from Canadian dollars to U.S. dollars using the exchange rates reported by the Bank of Canada. The applicable exchange rates are shown below:
    1. Accumulated Value at Start of Year – For Messrs. Thomson and Hill, converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange of 1.3642 on December 31, 2018;
    2. Compensatory Value – For Mr. Shuttleworth, converted from Pound sterling to U.S. dollars based on the Bank of England annual average exchange rate for 2019 of 0.7834. For Messrs. Thomson and Hill, converted from Canadian dollars to U.S. dollars based on the Bank of Canada annual average exchange rate for 2019 of 1.3269; and
    3. Accumulated Value at Year End – For Mr. Shuttleworth, converted from Pound sterling to U.S. dollars based on the Bank of England daily rate of exchange of 0.7570 on December 31, 2019. For Messrs. Thomson and Hill, converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange of 1.2988 on December 31, 2019.
  2. Pursuant to the Executive Retirement Plan, an amount equal to 15% of an officer’s salary and API received during the year is accrued and accumulated with interest until termination of employment or retirement, as applicable. API in respect of the most recently completed financial year is awarded in February, after the end of the most recently completed financial year. Accordingly, the compensatory value for the year ended December 31, 2019 reflected in the table above for Messrs. Thomson and Hill includes 15% of the salary earned in 2019, as well as 15% of the 2018 API that was awarded in February 2019. The compensatory value for the year ended December 31, 2019 reflected in the table above for Messrs. Bristow and Shuttleworth includes 15% of the salary earned in 2019. 2018 API was not paid by Barrick and accordingly there were no Executive Retirement Plan contributions made in respect of any 2018 API paid by Randgold.

Potential Payments Upon Termination

Termination Provisions for Existing Compensation Plans and Programs

The table below describes the standard treatment of certain compensation that would have become payable under existing compensation plans and programs, if an NEO’s employment had terminated on December 31, 2019, in circumstances other than a Change in Control (seePotential Payments Upon Change in Control Termination for further details). The Compensation Committee has the authority to depart from standard treatment and to consider other factors deemed appropriate, including individual contributions to the Company, restrictive covenant agreements, as well as payments to mitigate potential legal claims, subject to any such payment being made pursuant to a statutory settlement agreement.

Resignation Retirement, Death, or Disability(1) Termination with Cause(2) Termination Without Cause(2)
Base Salary
Only earned portion Only earned portion Only earned portion Only earned portion, plus compensation pursuant to Canadian statutory and common law
Annual Performance Incentive None Prorated portion based on actual performance achieved; determined on a case-by-case basis None Prorated portion based on actual performance achieved; determined on a case-by-case basis
Unvested
Legacy Performance Granted Share Units
(Legacy PGSUs)(3)
All unvested Legacy PGSUs continue to vest according to their normal vesting schedule and are paid out in cash, provided that the participant does not join, or provide services to, a “Competitor” during the continued vesting period (see below for details) For retirement, continue to vest according to their normal vesting schedule and are paid out in cash, provided that the participant does not join, or provide services to, a “Competitor” during the continued vesting period (see below for details). For termination due to death or disability, vest on the termination date or date of death, as applicable All unvested PGSUs lapse and are forfeited Continue to vest according to normal vesting schedule, and are paid out in cash, provided that employee does not join, or provide services to, a “Competitor” during the continued vesting period (see below for details)
Unvested
New Performance Granted Share Units
(New PGSUs)(3) 
All unvested New PGSUs lapse and are forfeited For retirement, which is defined as age 60 for the purposes of the Plan, same as unvested Legacy PGSUs. If retirement, on or after the age of 60, occurs prior to a Change in Control, all unvested New PGSUs vest and are paid out on or before the Change in Control; unvested New PGSUs are otherwise forfeited

For termination due to death or disability, same as unvested Legacy PGSUs

Same as unvested Legacy PGSUs Prorated portion of unvested PGSUs vest based on actual performance achieved and proportion of vesting period in Barrick’s employment; all remaining unvested New PGSUs lapse and are forfeited
Vested
Performance Granted Share Units that are held as Restricted Shares
Prohibitions lapse and cease to apply to all Restricted Shares, provided that the participant does not join, or provide services to, a “Competitor” (see below for details) Prohibitions lapse and cease to apply to all Restricted Shares on the termination date or date of death, as applicable Restricted Shares will be released in three tranches: 50% on the termination or retirement date, 25% on the first anniversary of the termination or retirement date, and 25% on the second anniversary of the termination or retirement date Prohibitions lapse and cease to apply to all Restricted Shares, provided that the participant does not join, or provide services to, a “Competitor” (see below for details)
Unvested
Restricted Share Units (RSUs)
Unvested RSUs are forfeited immediately Accelerated vesting of unvested RSUs Unvested RSUs are forfeited immediately In accordance with the Long-Term Incentive Plan, Compensation Committee discretion to accelerate and/or extend vesting of unvested RSUs; otherwise forfeited
Retirement Plan Benefits Entitled to receive the total amount accrued under the Executive Retirement Plan Entitled to receive the total amount accrued under Executive Retirement Plan Entitled to receive the total amount accrued under the Executive Retirement Plan Entitled to receive the total amount accrued under the Executive Retirement Plan
Benefits and Perquisites Cease as of the last day of employment In the case of death, benefits are extended for 31 days; otherwise, cease as of the last day of employment Cease as of the last day of employment Pursuant to Canadian statutory and common law
  1. “Disability” means, with respect to a non-U.S. participant, the physical or mental illness of the participant resulting in the participant’s absence from his or her full-time duties with the relevant Barrick Gold Company for a period of time that results in a termination event pursuant to the applicable long-term disability plan for the Barrick Gold Company for which the participant is employed. “Disability” means, with respect to a U.S. participant, if the participant is: (i) unable to engage in his or her full-time duties with the relevant Barrick Gold Company by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the participant.
  2. “Cause” is defined as:
    1. Willful and continued failure by the participant to substantially perform the participant’s duties with the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness or disability (as defined under the plan) or any such failure subsequent to the delivery to the participant of a notice of termination without cause by the Company or the delivery by the participant of a notice of termination for good reason (as defined under the plan) to the Company after a demand for substantial performance improvement has been delivered in writing to the participant by the President, the Chairman, or a committee of the Board of Directors, as appropriate, of the Company which specifically identifies the manner in which the participant has not substantially performed his or her duties);
    2. Willful engaging by the participant in gross misconduct which is demonstrably and materially injurious to the Company, monetarily or reputationally; or
    3. The conviction of the participant of a criminal offense involving dishonesty or other moral turpitude; provided that for the purpose of footnote (2), no act or failure to act by the participant shall be considered “willful” unless done or omitted to be done by the participant in bad faith and without reasonable belief that the participant’s action or omission was in the best interests of the Company or its affiliates or subsidiaries. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of a more senior officer of the Company shall be conclusively presumed to be done, or omitted to be done, by the participant in good faith and in the best interests of the Company. The Company must notify the participant of any event constituting cause within 90 days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Change in Control Plan.
  3. For U.S. participants only, PGSUs will not accelerate in vesting under any circumstance to ensure that there are no unintentional and adverse tax consequences imposed by the Internal Revenue Code’s Section 409A.

For PGSU awards, in the event of retirement, the Compensation Committee must be satisfied that the Named Partner has no current or future intention to be employed by a “Competitor”. The following standard treatment applies to our Named Partners who retire to join, or provide services to, a “Competitor”, or if the Compensation Committee becomes aware of any evidence to this effect before full vesting:

  • All unvested PGSU awards lapse and are forfeited; and
  • Vested PGSU awards (Restricted Shares), subject to sale and trading restrictions, will be released in three tranches: 50% on the termination date, 25% on the first anniversary of the termination date, 25% on the second anniversary of the termination date.

Termination Provisions for Previous Compensation Plans that Continue to Apply

The table below outlines the standard provisions applicable to the Randgold legacy RSS and LTIP awards upon termination in circumstances other than a Change in Control (see Potential Payments Upon Change in Control Terminationfor further details). No further awards may be issued under the Randgold legacy RSS and LTIP. At December 31, 2019, Messrs. Bristow and Shuttleworth were the only Named Partners who held unvested RSS and LTIP awards.

Resignation Retirement, Death, or Disability Termination with Cause Termination Without Cause
Unvested
Restricted Share Scheme (RSS) Awards
Unvested RSS awards are forfeited immediately For retirement, treatment is determined by the Compensation Committee on a case-by-case basis

For death or disability, unvested RSS awards vest on the termination date based on performance to the date of death or disability

Unvested RSS awards are forfeited immediately Unvested RSS awards lapse and are forfeited immediately; Compensation Committee has discretion to allow unvested awards to vest, based on the extent to which the relevant performance conditions have been satisfied and prorated to reflect the shortened performance period
Unvested
Long-Term Incentive Plan (LTIP) Awards
Unvested LTIP awards are forfeited immediately For retirement or disability, unvested LTIP awards vest on the normal vesting date, based on the extent to which the relevant performance conditions have been satisfied. Compensation Committee has discretion to allow unvested awards to vest on the date of termination, based on the extent to which the relevant performance conditions have been satisfied and prorated to reflect the shortened performance period

For death, unvested LTIP awards vest on the termination date based on the extent to which the relevant performance conditions have been satisfied and prorated to reflect the shortened performance period. Vested amounts are paid in cash

Unvested LTIP awards are forfeited immediately Unvested LTIP awards lapse and are forfeited immediately; Compensation Committee has discretion to allow unvested awards to vest, based on the extent to which the relevant performance conditions have been satisfied and prorated to reflect the shortened performance period
Vested
Restricted Share Scheme (RSS) Awards and Long-Term Incentive Plan (LTIP) Awards
Vested RSS and LTIP awards are subject to a holding period of two years from the vesting date, which applies following the date of resignation, if the date of resignation occurs prior to the expiry of the two year holding period For retirement, vested RSS and LTIP awards are subject to a holding period of two years from the vesting date, which applies following the date of retirement if the date of retirement occurs prior to the expiry of the two year holding period

For termination due to death or disability, prohibitions lapse and cease to apply to all vested RSS and LTIP awards subject to a holding period on the termination date or date of death, as applicable

Vested RSS and LTIP awards are subject to a holding period of two years from the vesting date, which applies following the date of r termination, if the date of termination occurs prior to the expiry of the two year holding period Prohibitions lapse and cease to apply to all vested RSS awards on the termination date

Potential Payments Upon Termination

The table below describes and quantifies certain compensation that would have become payable under our existing and previous compensation policies and programs if an NEO’s employment had been terminated on December 31, 2019. The amounts shown in the table below are the incremental amounts to which our NEOs would be entitled upon termination (except in connection with a Change in Control). This table does not show any statutory or common law benefits payable pursuant to Canadian law or the value of continued equity vesting, as it is not considered to be an incremental benefit to our NEOs.

Incremental Compensation J.Thornton M. Bristow(1) G. Shuttleworth(2) K. Thomson(3) M. Hill
Resignation Nil Nil Nil Nil Nil
Termination for Cause Nil Nil Nil Nil Nil
Termination Without Cause Nil $23,106,776 $8,813,974 $9,927,954 Nil
Retirement Nil Nil Nil Nil Nil
Termination Upon Death or Disability(4) Nil $2,474,434 $937,804 $4,816,678 $4,841,660
  1. Pursuant to his termination arrangement, in the event of a termination without cause in 2019 or prior to the granting of API and LTI awards in 2020 in respect of the 2019 performance year, Mr. Bristow is entitled to receive a severance payment equal to two times base salary ($1,800,000), plus two times an amount equivalent to 50% of his maximum API entitlement, plus payment of Executive Retirement Plan contributions, and compensation for loss of benefits for a 24-month period. Compensation for loss of benefits is in lieu of Mr. Bristow’s life insurance, medical cover, as well as automobile benefits and outplacement services. The estimated value of the compensation for loss of benefits in relation to outplacement services has been converted from Canadian dollars to U.S dollars based on the Bank of Canada daily average exchange rate as of December 31, 2019 (1.2988). All other benefits are denominated in U.S. dollars. Additionally, he is entitled to short-term and long-term incentive payments, prorated from January 1, 2019 to the date of his termination. For API, he is entitled to an amount based on the result of his individual API scorecard for 2019 as determined by the Board following the end of year results. For LTI, he is entitled to an amount as determined by the Compensation Committee based on Long-Term Company Scorecard results.
  2. Pursuant to his termination arrangement, in the event of a termination without cause in 2019 or prior to the granting of API and LTI awards in 2020 in respect of the 2019 performance year, Mr. Shuttleworth is entitled to receive a severance payment equal to two times base salary ($750,000), plus two times an amount equivalent to 50% of his maximum API entitlement, plus payment of Executive Retirement Plan contributions, and compensation for loss of benefits for a 24-month period. Compensation for loss of benefits is in lieu of Mr. Shuttleworth’s life insurance, medical cover, as well as automobile benefits and outplacement services. The estimated value of the compensation for loss of benefits in relation to the automobile benefit has been converted from Pound sterling to U.S. dollars based on the Bank of England exchange rate as of December 31, 2019 (0.7570). The estimated value of the compensation of loss of benefits in relation to outplacement services has been converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average exchange rate as of December 31, 2019 (1.2988). All other benefits are denominated in U.S. dollars. Additionally, he is entitled to short-term and long-term incentive payments, prorated from January 1, 2019 to the date of his termination. For API, he is entitled to an amount based on the result of his individual API scorecard for 2019 as determined by the Board following the end of year results. For LTI, he is entitled to an amount as determined by the Compensation Committee based on Long-Term Company Scorecard results.
  3. Pursuant to his termination arrangement, in the event of a termination without cause in 2019 or beyond, Mr. Thomson is entitled to a severance payment equal to two times base salary ($750,000), plus two times an amount equivalent to the average of his 2016, 2017 and 2018 API, plus payment of Executive Retirement Plan contributions, and compensation for loss of benefits for a 24-month period. Compensation for loss of benefits is in lieu of Mr. Thomson’s medical, dental, vision care, life insurance, accidental death and dismemberment, and long-term disability coverage, as well as automobile benefits and outplacement services. Additionally, he is entitled to short-term and long-term incentive payments, prorated from January 1, 2019 to the date of his termination. For API, he is entitled to the greater of the average of his prior year’s actual API payment and the result of his individual API scorecard for 2019, as determined by the Compensation Committee. For LTI, he is entitled to an amount as determined by the Compensation Committee based on the Long-Term Company Scorecard results. The estimated severance payable has been converted from Canadian dollars to U.S. dollars as applicable based on the Bank of Canada daily average exchange rate as of December 31, 2019 (1.2988).
  4. The amounts stated in the table represent the value of accelerating the vesting of unvested RSUs, PGSUs, and Randgold legacy RSS and LTIP awards. The value of accelerating the vesting of unvested RSUs is calculated as the product of (i) the number of RSUs where restrictions lapsed because of the termination, and (ii) $18.27 (the average of the closing share price of Barrick Shares on the TSX on the five trading days prior to the date of assumed vesting, December 31, 2019, converted to U.S. dollars based on the Bank of Canada daily average rate of exchange on the preceding day, pursuant to the Long-Term Incentive Plan). The value of accelerating the vesting of unvested PGSUs is calculated as the product of (i) the number of PGSUs where restrictions lapsed because of the termination, and (ii) $18.57 (the closing share price of Barrick Shares on the TSX on December 31, 2019, converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange on December 31, 2019, pursuant to the PGSU Plan). For Messrs. Bristow and Shuttleworth, the calculation of the incremental compensation payable in connection with a termination upon death or disability as at December 31, 2019 takes into account only the one-third of the 2019 PGSU grant that was retained after giving effect to the Restructured Retention Award described under the heading “Restructured Retention Award for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer”. The value of accelerating the vesting of unvested RSS and LTIP awards is calculated as the product of (i) the number of RSS and LTIP awards outstanding, (ii) the portion of RSS and LTIP awards that vest based on relative TSR performance between the start of each cycle and December 31, 2019, and (iii) $18.59 (the closing price of Barrick Shares on the NYSE on December 31, 2019).

Potential Payments Upon Change in Control Termination

Barrick’s Partner Change in Control Severance Plan (Change in Control Plan) ensures that Named Partners and other Partnership Plan participants are entitled to receive severance benefits in the event that their employment is terminated by the Company (other than for cause or disability), or employment is deemed to have been terminated for Good Reason at any time within two years following a Change in Control. These are “double trigger” Change in Control arrangements, requiring both a Change in Control of the Company and a qualifying termination of the employment of the Named Partner or Partnership Plan participant before any payments are owed. Terminations for cause or disability and resignation without Good Reason following a Change in Control would be treated the same as in non-Change in Control situations.

Mr. Thornton is not subject to Change in Control protection. Pursuant to Mr. Thomson’s termination agreement, he is entitled to receive the greater of (a) the aggregate payments and benefits pursuant to the Change in Control Plan and (b) the aggregate payments and benefits pursuant to his termination agreement. See footnote 3 in the “Potential Payments Upon Termination” table above for a summary of the provisions of his termination agreement.

The table below outlines a comparison of the standard severance treatment applicable to our Named Partners and other Partnership Plan participants upon a Termination without Cause and a double-trigger Change in Control, pursuant to the Change in Control Plan and relevant provisions of each of the equity-based LTI plans:

Provision Termination Without Cause Termination in Connection with Change in Control
Lump Sum Cash Severance Payment (1) Earned portion of Base Salary and prorated API award, based on actual performance achieved, determined on a case-by-case basis, plus compensation pursuant to Canadian statutory and common law Earned portion of Base Salary and an API amount equal to the product of: (a) the maximum API opportunity assuming all relevant performance targets are met, and (b) the number of days worked up to and including the date of termination divided by 365 days, plus one times the sum of the following: the greater of: (a) base salary paid for the most recently completed fiscal year; or (b) the agreed upon base salary for the 12-months immediately following the Change in Control, plus the average of the actual API paid for the last three completed fiscal years prior to the Change in Control (or for new Partners who have not received an API payment prior to the Change in Control, one-half of the maximum API opportunity), plus the average of the actual PGSU awards granted for the last three completed fiscal years prior to the Change in Control (or for new Partners who have not been granted PGSUs prior to the Change in Control, one-half of the maximum LTI opportunity)
Performance Granted Share Units (PGSUs)(1,2) Unvested Legacy PGSUs continue to vest according to normal vesting schedule, provided that the employee does not join a “Competitor” during the continued vesting period. Prohibitions lapse and cease to apply to all Restricted Shares

For unvested New PGSUs, the prorated portion vest based on actual performance achieved and proportion of vesting period under employment; all remaining unvested New PGSUs lapse and are forfeited

Unvested PGSU awards vest on the termination date, and are paid out in cash, except for U.S. participants whose unvested PGSU awards will continue to vest according to the normal vesting schedule to ensure compliance with the Internal Revenue Code’s Section 409A. All prohibitions on the sale and transfer of Restricted Shares lapse in the event of a bona fide third party takeover bid, provided that the takeover bid is successfully completed
Restricted Share Units (RSUs) (2,3) Unvested units forfeited Unvested units vest on the termination date, except for U.S. participants whose unvested RSUs will continue to vest according to the normal vesting schedule to ensure compliance with the Internal Revenue Code’s Section 409A
Retirement Benefits The total amount accrued under the Executive Retirement Plan The total amount accrued under the Executive Retirement Plan, plus two times the annual contribution that would have been credited under the Executive Retirement Plan or a retirement contribution plan for the full fiscal year in which employment ceases
Benefits and Perquisites Cease, subject to requirements of Canadian statutory and common law Benefits continue until the earlier of two years after termination, or the executive’s commencement of new full-time employment with a new employer. Entitlement to a lump sum payment equivalent to two times the annual fair value of the automobile benefit, and an option for the executive to purchase the automobile at the remaining cost to the Company under the applicable lease as of the date of termination. U.S. participants are entitled to continued medical insurance for two years and to a lump sum payment equivalent to the fair market value of all other benefits they are entitled to for a two-year period
Reimbursement for Relocation Services Not applicable Up to a maximum period of 18 months following the date of termination
  1. If the Named Partner or Partnership Plan participant has been designated a partner for less than three completed fiscal years prior to the Change in Control, the average of the API and/or PGSU awards will be calculated based on the average of the actual number of years that the Named Partner or Partnership Plan participant has been designated a partner. If no API or PGSU award has been paid to the Named Partner or Partnership Plan participant since being designated a partner, then one-half of the maximum API and/or maximum yearly PGSU Plan award that would be payable or granted to the Named Partner or Partnership Plan participant will be used to determine the Lump Sum Cash Severance Payment. For certainty, the API paid or payable, and the PGSU award granted or to be granted, will be annualized in circumstances where the Named Partner or Partnership Plan participant was not employed by the Company for the whole of an applicable fiscal year.
  2. For U.S. participants only, paragraph (i) in the Change in Control definition below is replaced by “the acquisition by any individual, entity or group of individuals or entities acting jointly or in concert of beneficial ownership of 30% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors other than as part of and at the time of completion of a transaction described in paragraph (iii) of the Change in Control definition below, provided, however, that for the purposes of paragraph (i), the acquisition by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by the Company of Barrick Shares or other Voting Securities shall not constitute a Change in Control.”
  3. In addition, the Compensation Committee may, in its discretion, accelerate vesting of unvested RSUs and unvested stock options and/or extend the exercise period up to the earlier of (i) three years and (ii) the original term to expiry.

Change in Control Provisions for Previous Compensation Plans that Continue to Apply

The table below outlines a comparison of the standard severance treatment applicable to the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer upon a Termination without Cause and/or a Change in Control for the Randgold legacy RSS and LTIP awards that were assumed by Barrick in connection with the Merger. No further awards may be issued under the Randgold legacy RSS and LTIP. The Randgold legacy RSS and LTIP awards will continue to vest in accordance with their terms (the last performance cycle ends on December 31, 2020), following which the RSS and LTIP will be terminated.

Provision Termination Without Cause Change in Control
Legacy Restricted Share Scheme (RSS) awards
Unvested awards lapse and are forfeited immediately; Compensation Committee has discretion to allow unvested awards to vest, based on the extent to which the relevant performance conditions have been satisfied and prorated to reflect the shortened performance period. Unvested RSS awards vest immediately based on the extent to which the relevant performance conditions have been satisfied and prorated to reflect the shortened performance period.
Legacy Long-Term Incentive Plan (LTIP) awards
Unvested awards lapse and are forfeited immediately; Compensation Committee has discretion to allow unvested awards to vest, based on the extent to which the relevant performance conditions have been satisfied and prorated to reflect the shortened performance period. Unvested LTIP awards vest immediately based on the extent to which the relevant performance conditions have been satisfied and prorated to reflect the shortened performance period.

Other Terms and Provisions

The Change in Control Plan prohibits Named Partners and Partnership Plan participants from soliciting Barrick people for a period of two years following termination. Named Partners and Partnership Plan participants are required to maintain the confidentiality of any confidential or proprietary information concerning Barrick for a period of three years following termination.

Change in Control Definitions

Pursuant to the Change in Control Plan, a “Change in Control” is generally defined as:

  1. The acquisition by any individual, entity or group of individuals or entities acting jointly or in concert, of 30% or more of either (A) the then outstanding Barrick Shares, or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors other than as part of and at the time of completion of a transaction described in (iii) below, provided that the acquisition by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company shall not constitute a Change in Control;
  2. Individuals who constitute the Board at the time the Change in Control Plan took effect (Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director who was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be deemed to be a member of the Incumbent Board. For greater certainty, this excludes any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any individual, entity or group of individuals or entities other than the management or the Board;
  3. The consummation of a reorganization, merger, amalgamation, plan of arrangement or consolidation of or involving the Company or a sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets, in a single transaction or in a series of linked transactions (Business Combination), in each case, unless: (A) the beneficial owners of the then outstanding Barrick Shares and other voting securities prior to such Business Combination continue to hold more than 50% of the beneficial ownership of the outstanding Barrick Shares and voting securities of the Company or continuing corporation following the Business Combination, (B) no individual, entity or group of individuals or entities (excluding any employee benefit plan (or related trust) sponsored or maintained by the Company or continuing corporation beneficially owns 30% or more of the then outstanding Barrick Shares and voting securities of the Company or continuing corporation), and (C) at least a majority of the members of the board of directors of the Company or continuing corporation were members of the Incumbent Board at the time of the execution of the definitive agreement providing for such Business Combination or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Business Combination;
  4. The sale or other disposition of assets of the Company, in a single transaction or in a series of linked transactions, (A) having an aggregate net asset value of more than 50% of the aggregate net asset value of the consolidated assets of the Company, or (B) which generate, in aggregate, more than 50% of the net income or net cash flow during the last completed financial year or during the current financial year, in each case on a consolidated basis; or
  5. Approval by the shareholders of the Company of the complete liquidation or dissolution of the Company.

Good Reason” generally means the occurrence, after a Change in Control, of any of the following events without the participant’s written consent:

  1. The assignment to the participant of any duties inconsistent in any respect with the participant’s position (including status, offices or titles held, or reporting requirements), authority, duties or responsibilities with the Company from that which existed immediately prior to such Change in Control, or in the salary, annual performance incentive, or other compensation, benefits, expense allowance or expense reimbursement rights, office location or support staff previously provided to the participant, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the participant and, with respect to the participant’s annual performance incentive, excluding any diminution in the participant’s annual performance incentive that (A) was determined in accordance with and using the same policies and practices that were used to determine the participant’s annual performance incentive in the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; and (B) does not represent a reduction greater than 10% of the agreed maximum annual performance incentive, if any, which is payable to the participant under the compensation terms in effect immediately prior to the Change in Control;
  2. Any failure by the Company to comply with any other terms of the participant’s employment as in effect immediately prior to such Change in Control such as salary or annual performance incentive review, allowable activities, and vacation, other than an isolated, insubstantial, and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the participant;
  3. The Company requiring the participant to (A) be based at any office or location other than: (1) within 50 kilometers of the participant’s office or location immediately prior to the Change in Control, or (2) at any other office or location previously agreed to in writing by the participant; or (B) travel on business to an extent substantially greater than the travel obligations of the participant immediately prior to the Change in Control; or
  4. Any other purported termination by the Company of the participant’s employment, other than for Cause.

Estimated Payments Upon Change in Control Termination

The Merger did not result in a Change in Control of Barrick and, consequently, did not trigger any payments under Barrick’s Change in Control Plan.

The following table estimates the amounts that would have been payable to our Named Partners in the circumstance of a termination within two years following a Change in Control. Except as noted below, estimated amounts provided in the table below assume that a Change in Control occurred and the Named Partner’s employment terminated on December 31, 2019. Amounts payable pursuant to a double trigger Change in Control situation are calculated according to the Change in Control Plan. Our Executive Chairman does not benefit from Change in Control protection.

Consistent with our historical disclosure, this table does not show any statutory or common law benefits payable pursuant to Canadian law in the event of termination without cause in the absence of a Change in Control, or the value of continued equity vesting, as it is not considered to be an incremental benefit to our Named Partners.

Incremental Compensation J.Thornton M. Bristow  G. Shuttleworth K. Thomson(1) M. Hill
a) Change in Control (Termination)
Cash Severance(2):
Annual Total Direct Compensation Nil $9,900,000 $3,937,500 $3,891,720 $3,486,288
API Award Nil $5,400,000 $2,250,000 $2,250,000 $2,078,730
Incremental Executive Retirement Plan Contributions Nil $1,350,000 $562,500 $692,532 $644,569
Unvested Equity Acceleration:
RSUs(3) Nil Nil Nil Nil $917,950
PGSUs(4) Nil $2,474,434 $937,804 $4,816,678 $3,923,710
Randgold Legacy RSS Awards(5) Nil Nil Nil Nil Nil
Randgold Legacy LTIP Awards(5) Nil Nil Nil Nil Nil
Benefits and Perquisites:
Compensation in lieu of Benefits and Perquisites(6) Nil $105,378 $56,209 $62,436 $74,505
Job Relocation Counselling Service (up to 18 months)(7) Nil $15,398 $11,549 $11,549 $11,549
Total Nil $19,245,210 $7,755,561 $11,724,915 $11,137,301
b) Change in Control (No Termination)
Randgold Legacy RSS Awards(5) Nil Nil Nil Nil Nil
Randgold Legacy LTIP Awards(5) Nil Nil Nil Nil Nil
Total Nil Nil Nil Nil Nil
  1. Pursuant to his termination agreement and assuming his employment terminated on December 31, 2019, Mr. Thomson would have been entitled to receive $11,724,915, which represents the greater of (a) the aggregate payment and benefit entitlements pursuant to the Change in Control Plan and (b) the aggregate payments and benefits pursuant to his termination agreement.
  2. For the purposes of this analysis, the Cash Severance for each Named Partner is determined pursuant to the “Lump Sum Cash Severance Payment” section in “Potential Payments Upon Change in Control Termination”. For Messrs. Bristow, Shuttleworth, and Thomson, the amount is denominated in U.S. dollars. For Mr. Hill, this amount is converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange as of December 31, 2019 (1.2988).
  3. The amounts stated in the table represent the product of: (a) the number of RSUs whose restrictions lapsed because of the Change in Control termination and (b) $18.27 (the average closing price of Barrick Shares on the TSX on the five trading days prior to the date of assumed vesting, December 31, 2019, converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange on the preceding day, pursuant to the Long-Term Incentive Plan).
  4. The amounts stated in the table represent the product of: (a) the number of PGSUs whose restrictions lapsed because of the Change in Control termination, and (b) $18.57 (the closing share price of Barrick Shares on the TSX on December 31, 2019, converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange on December 31, 2019, pursuant to the PGSU Plan). For Messrs. Bristow and Shuttleworth, the estimated incremental compensation payable on December 31, 2019, upon termination within two years of a Change in Control, takes into account only the one-third of the 2019 PGSU grant that was retained after giving effect to the Restructured Retention Award described under the heading “Restructured Retention Award for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer”.
  5. The amounts stated in the table represent the product of: (a) the number of RSS and LTIP awards, (b) the portion of RSS and LTIP awards that vested based on relative TSR performance between the start of each cycle and December 31, 2019, and (c) $18.59 (the closing share price of Barrick Shares on the NYSE on December 31, 2019, pursuant to the Randgold legacy Restricted Share Scheme and the Randgold legacy Long-Term Incentive Plan). The March 23, 2016 RSS awards did not vest on January 1, 2020 as Barrick’s TSR performance was below that of the EMIX Global Mining Gold Index. See Schedule F of this Circular for more information.
    Grant date Unvested shares outstanding Relative TSR performance tracked to December 31, 2019
    M. Bristow    March 23, 2016 57,872 (RSS award) Nil vesting
    March 17, 2017 129,086 (RSS award) Nil vesting
    May 15, 2018 480,404 (LTIP award) Nil vesting
    G. Shuttleworth
      
    March 23, 2016 13,175 (RSS award) Nil vesting
    March 17, 2017 25,253 (RSS award) Nil vesting
    May 15, 2018 116,364 (LTIP award) Nil vesting
  6. The Change in Control Plan provides benefit continuation under all life insurance, medical, dental, health and accidental and disability plans for a period of 24 months for each Named Partner. Barrick will also provide cash payment in lieu of an automobile benefit for a two-year period for each Named Partner. For Mr. Bristow, the annual amounts shown are denominated in U.S. dollars. For Mr. Shuttleworth, the annual amounts shown are denominated in U.S. dollars except for the automobile benefit, which has been converted from Pound sterling to U.S. dollars based on the Bank of England daily average exchange rate as of December 31, 2019 (0.7570). For Messrs. Thomson and Hill, the annual amounts shown below have been converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange as of December 31, 2019 (1.2988). The total costs have then been multiplied by two for each of Messrs. Bristow, Shuttleworth, Thomson and Hill pursuant to the Change in Control Plan.

Benefits and Perquisites for Severance Calculation

Life, AD&D, and Long-Term Disability Health / Medical Automobile
Benefit
Total Multiple Continued
Benefits and
Perquisites
J. Thornton Nil Nil Nil Nil Nil Nil
M. Bristow $15,269 $17,420 $20,000 $52,689 2x $105,378
G. Shuttleworth $6,366 $5,886 $15,852 $28,105 2x $56,209
K. Thomson $9,661 $6,159 $15,398 $31,218 2x $62,436
M. Hill $15,695 $6,159 $15,398 $37,252 2x $74,505

(7)  The Change in Control Plan provides for job relocation counselling services, for a period not to exceed 18 months. The amounts shown here are based on an estimated cost of Cdn $20,000 for Mr. Bristow, Cdn $15,000 for Mr. Shuttleworth, Cdn $15,000 for Mr. Thomson, and Cdn $15,000 for Mr. Hill, converted to U.S. dollars based on the Bank of Canada daily average rate of exchange as of December 31, 2019 (1.2988).