Summary Compensation Table

The table below summarizes the compensation of our NEOs for the three financial years ended December 31, 2019, 2018, and 2017(1). Our 2019 NEOs are our President and Chief Executive Officer; Executive Chairman; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; and Chief Operating Officer, Latin America and Asia Pacific. The key factors necessary to understand the compensation summarized in the following table are described under “Compensation Discussion & Analysis” and in the footnotes to this table.

Non-Equity Incentive Plan Compensation (f)
Name and Principal Position
(a)
Year
(b)
Salary
(c)
Share-Based Awards(2)
(d)
Option-Based Awards(3)
(e)
Annual Incentive Plans
(f1)
Long-Term Incentive Plans(4)
(f2)
Pension Value(5)
(g)
All Other Compen-sation(6)
(h)
Total Compen-sation
(i)
John L. Thornton
Executive Chairman(7)
2019
2018
2017
2,500,000
2,500,000
2,500,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
2,504,688
9,735,000
4,341,000
375,000
375,000
375,000
171,967
249,994
484,478
5,551,655
12,859,994
7,700,478
D. Mark Bristow
President and Chief
Executive Officer(8)
2019 1,800,000 9,036,049 Nil 5,400,000 Nil 1,080,000 52,689 17,368,738
Graham P. Shuttleworth
Senior Executive Vice-
President and Chief
Financial Officer(9)
2019 750,000 3,398,394 Nil 1,717,531 Nil 370,130 29,408 6,265,463
Kevin J. Thomson
Senior Executive Vice-
President, Strategic
Matters(10)
2019
2018
2017
750,000
694,620
693,090
2,767,531
1,865,160
1,571,130
Nil
Nil
Nil
1,574,647
1,667,088
1,455,489
Nil
Nil
Nil
348,697
354,256
322,287
36,329
33,266
35,263
5,477,204
4,614,390
4,077,259
Mark F. Hill
Chief Operating Officer, Latin America and Asia Pacific(11)
2019
2018
2017
678,240
668,893
539,070
2,275,722
1,695,600
1,901,800
Nil
Nil
Nil
1,464,998
1,833,797
1,132,047
Nil
Nil
Nil
321,486
375,404
250,668
39,787
46,173
36,795
4,780,233
4,619,866
3,860,380
  1. All compensation is reported in U.S. dollars. Compensation for Messrs. Bristow and Thornton is paid in U.S. dollars. Compensation for Mr. Shuttleworth is paid in Pound sterling and converted to U.S. dollars for reporting purposes using the annual average exchange rate reported by the Bank of England (2019: 0.7834). Compensation for Messrs. Thomson and Hill is paid in Canadian dollars and converted to U.S. dollars for reporting purposes using the annual average exchange rate reported by the Bank of Canada for the relevant year (2019 – 1.3269; 2018 – 1.2957; and 2017 – 1.2986).
  2. The figures shown reflect the grant date fair value of PGSUs and RSUs approved by the Compensation Committee for the specified fiscal years. For Mr. Bristow, PGSUs granted on February 10, 2020 were denominated in U.S. dollars. For Mr. Shuttleworth, PGSUs that were granted on March 4, 2020 upon receiving a tax ruling from Revenue Jersey were converted from Pound sterling to U.S. dollars at the Bank of England rate of exchange: i.e. March 3, 2020: 1.2819. For Messrs. Thomson and Hill, PGSUs granted on February 10, 2020 were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average rate of exchange on the first trading day following the expiration of the Blackout Period: i.e., February 14, 2020: 1.3249. PGSUs granted on February 11, 2019 were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average rate of exchange: i.e., February 8, 2019: 1.3270. PGSUs granted on February 13, 2018 were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average rate of exchange: i.e., February 12, 2018: 1.2603. For RSUs granted October 24, 2017, the exchange rate used was the Bank of Canada daily average rate of exchange on the last trading day preceding the date of grant: i.e., October 23, 2017: 1.2644. Grant date fair value is determined by multiplying the number of PGSUs or RSUs, as applicable, by the closing share price of Barrick Shares on the TSX on the day preceding the grant date or, for PGSUs only, if the grant date occurs during a Blackout Period, the number of PGSUs is determined by the greater of the closing share price of Barrick Shares on the TSX on the first trading day following the expiration of the Blackout Period or the date preceding the grant date. These compensation fair values are the same as those used for accounting purposes. The following table summarizes the PGSUs and RSUs granted to the NEOs for the last three fiscal years.

    Grants of Share-Based Awards (2017 – 2019)

    * Restructured Retention Award (see “Restructured Retention Award for the President and Chief Executive Officer and Senior Executive Vice-President, Chief Financial Officer” for details)
    ** PGSU grant upon receiving tax ruling from Revenue Jersey
    *** Sign-on grant

    Name Grant Date Number of PGSU Awards
    Number of RSU Awards
    John L. Thornton February 10, 2020
    February 11, 2019
    February 13, 2018
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    D. Mark Bristow February 10, 2020
    February 11, 2019*
    366,938
    132,186
    Nil
    Nil
    Graham P. Shuttleworth March 4, 2020**
    February 11, 2019*
    131,726
    50,098
    Nil
    Nil
    Kevin J. Thomson February 10, 2020
    February 11, 2019
    February 13, 2018
    140,375
    136,968
    118,492
    Nil
    Nil
    Nil
    Mark F. Hill February 10, 2020
    February 11, 2019
    February 13, 2018
    October 24, 2017***
    115,429
    124,516
    83,783
    Nil
    Nil
    Nil
    Nil
    48,972

    Legacy PGSUs granted before January 1, 2020 vest 33 months from the date of grant and the after-tax value of Legacy PGSUs is used to purchase Barrick Shares in the open market, which Barrick Shares may not be sold until termination of employment. New PGSUs granted after January 1, 2020 vest in three equal tranches on the 12-month, 24-month, and 33-month anniversary of the date of grant. Barrick Shares acquired with the after-tax value of New PGSUs must be held until the applicable share ownership requirement is met, in which case Barrick Shares in excess of the share ownership requirement may be sold. PGSUs are further described in “2019 Compensation of our Named Partners – Performance Granted Share Units (PGSUs)”. The Restructured Retention Awards granted to Messrs. Bristow and Shuttleworth vest and become payable 33 months from the date of grant. Upon vesting, the after-tax value will be used to purchase Barrick Shares that are required to be held until the later of (a) the date the executive retires or leaves the Company, and (b) three years following the date of purchase. See “Restructured Retention Award for the President and Chief Executive Officer and Senior Executive Vice-President, Chief Financial Officer” for the terms and conditions applicable to this Restructured Retention Award. The 2017 RSUs granted to Mr. Hill as part of his hiring package vest and become payable 33 months from the date of grant. Additional RSUs are credited to reflect dividends paid on Barrick Shares. The RSUs are further described in Schedule E of this Circular.

  3. We have ceased granting stock options to executives to further underscore long-term ownership as the basis of our long-term incentive awards.
  4. The amounts shown reflect long-term incentive awards or the portion of API or short-term incentive (STI) awards that were paid to executives on the condition that they use the award to purchase After-Tax Shares which cannot be sold or otherwise disposed of until the later of: (a) three years from the date of purchase, and (b) the date the executive retires or leaves the Company, as applicable. Additional restrictions may apply. The requirement to use all or a part of the API award to purchase Barrick Shares is determined annually at the discretion of the Compensation Committee. Long-term incentives included in this column reflect those 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”.
  5. The figures shown represent employer contributions pursuant to the Executive Retirement Plan for compensation (earned in 2019). Employer contributions to the Executive Retirement Plan with respect to the API award earned for the year ended December 31, 2019 are made in March of the following year. No above-market or preferential earnings are credited on any contributions. For Messrs. Thornton and Bristow, Executive Retirement Plan contributions are made and reported in U.S. dollars. For Mr. Shuttleworth, Executive Retirement Plan contributions are made in Pound sterling and converted to U.S. dollars using the annual average exchange rate reported by the Bank of England. For Messrs. Thomson and Hill, Executive Retirement Plan contributions are made in Canadian dollars and are converted to U.S. dollars using the annual average exchange rate reported by the Bank of Canada for each respective year. See “Executive Retirement Plans” for further details.
  6. The amounts disclosed in All Other Compensation represent the dollar value of various benefit plan costs and insurance premiums paid by the Company on behalf of the respective NEO; taxable allowances and/or reimbursements for certain benefits and perquisites made available to our NEOs, such as a leased vehicle or car allowance, financial counselling or tax preparation services, parking, executive medical benefits, scholarships for dependent children, ground and air transport, and other compensation not reported in any other column of the Summary Compensation Table, such as cash-based on-hire awards, as applicable. The benefits and perquisites for each NEO are denominated in U.S. dollars using the Bank of Canada or Bank of England annual average exchange rates, as applicable, for each applicable year. In 2019, Messrs. Thornton, Bristow, and Hill received benefits and perquisites in excess of Cdn $50,000. 2019 benefits and perquisite details, including those that represent more than 25% of the total value individually reportable, are as follows:
    • Mr. Thornton received $171,967 in benefits and perquisites, including medical insurance, life insurance, accidental death and dismemberment (AD&D) coverage and executive disability premiums of $150,500;
    • Mr. Bristow received $52,689 in benefits and perquisites, including life insurance, AD&D coverage, and executive disability insurance premiums of $15,269, executive medical insurance coverage of $17,420, and a car allowance of $20,000;
    • Mr. Shuttleworth received $29,408 in benefits and perquisites, including a car allowance of $15,318;
    • Mr. Thomson received $36,329 in benefits and perquisites, including life insurance, AD&D coverage, and executive disability insurance premiums of $9,456 and a car allowance of $15,072; and
    • Mr. Hill received $39,787 in benefits and perquisites, including life insurance, AD&D coverage, and executive disability insurance premiums of $15,363 and a car allowance of $15,072.
  7. Mr. Thornton was appointed Co-Chairman of the Board effective June 5, 2012 and was appointed Executive Chairman effective April 30, 2014. For 2017, Mr. Thornton received an LTI award equal to $4,341,000, conditional upon a significant majority of the after-tax value being used to purchase Barrick Shares on the open market that cannot be sold until the later of (a) the date Mr. Thornton retires or leaves the Company, and (b) three years following the date of purchase. Mr. Thornton used 61% of the 2017 after-tax cash award of $2,617,869 to purchase 136,636 After-Tax Shares on March 8, 2018. Mr. Thornton received incentive awards in recognition of his contributions to Barrick’s 2017 strategic priorities based on the initiatives we set out for him in our 2017 information circular, strong ROCE performance of 9.4%, and Barrick’s TSR performance over the preceding one year and three years. For 2018, Mr. Thornton received an LTI award equal to $9,735,000. Mr. Thornton received the LTI award primarily in recognition of his delivery against all the strategic initiatives set out for him in our 2018 information circular, leading Barrick’s progress with strengthening its pipeline and portfolio in 2018 and over the preceding three years, and his critical involvement with driving Barrick’s transformational Merger, which meaningfully advances many of Barrick’s strategic goals and enhances Barrick’s prospects to become the world’s most valuable gold mining business. In recognition of the Executive Chairman’s continued commitment to deep, long-term ownership in the Company and his additional share purchase of 2,271,029 Barrick Shares following the announcement of the Merger worth $25.2 million at the time of purchase, 51% of his 2018 after-tax cash award of $5,976,862 was used to purchase 215,000 After-Tax Shares on March 25, 2019 on the open market. These After-Tax Shares cannot be sold until the later of (a) three years following the date of purchase, and (b) the date Mr. Thornton retires or leaves the Company. For 2019, Mr. Thornton received an LTI award equal to $2,504,688 pursuant to the new and simplified LTI approach for the Executive Chairman which recognizes the Executive Chairman’s delivery against all the strategic initiatives set out for him in our 2019 information circular and the long-term shareholder value created over the past three years as evidenced by Barrick’s above-median TSR performance positioned at the 56th percentile of the constituents of the MSCI Index. See “2019 Compensation of the Named Executive Officers – Assessment of the Executive Chairman’s 2019 Performance” for a detailed assessment of the Executive Chairman’s 2019 performance. In recognition of the Executive Chairman’s continued commitment to deep, long-term ownership in the Company, on March 18, 2020 and March 19, 2020, Mr. Thornton used 60% of his 2019 after-tax LTI award of $1,572,572 to purchase a total of 59,280 After-Tax Shares on the open market, 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 After-Tax Shares cannot be sold 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.
  8. Mr. Bristow was appointed President and Chief Executive Officer of Barrick effective January 1, 2019. On February 11, 2019, in connection with the annual grant process, Mr. Bristow was awarded 396,558 PGSUs to reflect his pivotal role in the Merger, the importance of his continued leadership to ensure a seamless integration of Barrick and Randgold, and his vision to transform Barrick into the world’s most valued gold mining business. Following discussions among the Compensation Committee, the independent directors of the Board, and Mr. Bristow, and having regard to his public commitment to continue in his role for at least five years from the Merger, it was mutually determined that this award should be restructured to more closely align the vesting period and the applicable holding conditions with the five-year service commitment period and shareholder value creation over the same period. As part of the restructuring of the award, one-third of the original award granted on February 11, 2019 was retained (132,186 PGSUs with a grant date fair value of $1,800,049). These PGSUs vest 33 months from the date of grant and upon vesting, the After-Tax Shares are subject to a holding period and may not be sold until the later of (a) the date Mr. Bristow retires or leaves the Company, and (b) three years following the date of purchase. For details about the balance of the Restructured Retention Award, see “Restructured Retention Award for the President and Chief Executive Officer and Senior Executive Vice-President, Chief Financial Officer”.
  9. Mr. Shuttleworth was appointed Senior Executive Vice-President, Chief Financial Officer of Barrick effective January 1, 2019. For 2019, Mr. Shuttleworth’s annual salary of £575,000 was redenominated to U.S. dollars ($750,000). He received a one-time currency adjustment payment of $16,013 in connection with the redenomination of his salary from Pound sterling to U.S. dollars. On February 11, 2019, in connection with the annual grant process, Mr. Shuttleworth was awarded 150,294 PGSUs to reflect his pivotal role in the Merger and the importance of his continued leadership to ensure a seamless integration of Barrick and Randgold. Following discussions among the Compensation Committee and Mr. Shuttleworth, it was mutually determined that this award should be restructured in a manner consistent with the President and Chief Executive Officer. One-third of the original award granted on February 11, 2019 was retained (50,098 PGSUs with a grant date fair value of $682,208). These PGSUs vest 33 months from the date of grant and upon vesting, the After-Tax Shares are subject to a holding period and may not be sold until the later of (a) the date Mr. Shuttleworth retires or leaves the Company, and (b) three years following the date of purchase. For details about the balance of the Restructured Retention Award, see “Restructured Retention Award for the President and Chief Executive Officer and Senior Executive Vice-President, Chief Financial Officer”.
  10. Mr. Thomson was appointed Senior Executive Vice-President, Strategic Matters on October 14, 2014. For 2019, Mr. Thomson’s annual salary of Cdn $995,000 was redenominated to U.S. dollars ($750,000). He received a one-time currency adjustment payment of $168 in connection with the redenomination of his salary from Canadian dollars to U.S. dollars.
  11. Mr. Hill was appointed Chief Investment Officer on September 12, 2016 and was appointed Chief Operating Officer, Latin America and Asia Pacific on January 1, 2019. Mr. Hill’s compensation for 2017 includes the second tranche of LTI granted on October 24, 2017 (Cdn $1,000,000 in RSUs) in consideration of the long-term entitlements he forfeited from his previous employer.