8-KLeadership Changes

NEWMONT Corp /DE/ 8-K Report, Executive Changes (Dec 4, 2009)

Filed December 4, 2009For Securities:NEMNEMCL

Summary

Newmont Mining Corporation (NEM) filed an 8-K on December 3, 2009, reporting on changes to its executive compensation structure. Effective November 30, 2009, the Compensation Committee approved a new Performance Leveraged Stock Unit (PSU) plan, to be integrated into an amended Senior Executive Compensation Program. This initiative aims to further align executive compensation with company performance and shareholder value creation. The new PSU plan introduces a three-year performance period and is based on two key metrics: stock price appreciation and relative total shareholder return (TSR) compared to a peer group. The stock price component will determine between 50% and 150% of the target PSU award, while the TSR component can add up to an additional 50% of the target award, provided Newmont's TSR is at or above the median of its peers. Payouts will be in the form of company common stock, directly linking executive rewards to the company's stock performance and market competitiveness.

Key Highlights

  • 1Newmont Mining Corporation has introduced a new Performance Leveraged Stock Unit (PSU) compensation plan for its senior executives, effective November 30, 2009.
  • 2The PSU plan is designed to align executive pay with company performance over a three-year performance period.
  • 3Awards under the PSU plan are contingent on two performance metrics: stock price appreciation and relative total shareholder return (TSR).
  • 4The stock price component can result in a payout between 50% and 150% of the target PSU award.
  • 5An additional performance incentive, up to 50% of the target PSU award, can be earned based on relative TSR compared to a peer group.
  • 6Payouts for the PSU awards will be made in Newmont's common stock.
  • 7The implementation of the PSU plan will lead to an increase in the total target long-term incentives for senior executives in 2010.

Frequently Asked Questions

The primary purpose of the new PSU plan is to enhance the alignment of senior executive compensation with the company's financial performance and shareholder value creation by introducing performance-based incentives tied to stock price appreciation and relative total shareholder return over a three-year period.

PSU awards are determined based on two key metrics. First, the percentage of target PSUs earned is based on the appreciation of Newmont's stock price over the three-year performance period, with payouts ranging from 50% to 150% of the target. Second, executives can earn an additional up to 50% of target PSUs based on Newmont's relative total shareholder return compared to a peer group; no payout occurs for this metric if the company's TSR is below the median.

Yes, the filing indicates that the total target long-term incentives for senior executives will increase in 2010 due to the adoption of the new equity compensation vehicle, the PSUs, which will comprise an equal part of the long-term incentive mix alongside existing financial performance shares and stock options.

The PSU awards will be paid out in the form of Newmont Corporation's common stock.