Newmont : Proxy Filings - 2026 Proxy Form

About this update from Newmont Corporation

Proxy Statement 2026 Notice of Annual Meeting of Stockholders Tuesday, May 12, 2026 8:00 a.m., Mountain Daylight Time Virtual Meeting of Stockholders Online Meeting Only LETTER FROM INDEPENDENT CHAIR OF THE BOARD OF DIRECTORS Dear Fellow Stockholders: I am pleased to present Newmont's Annual Proxy Statement and invite you to vote at our 2026 Annual Meeting of Stockholders, which will be held on Tuesday, May 12, 2026, at 8:00 a.m. Mountain Daylight Time. This year, we are hosting a virtual Annual Meeting, providing an opportunity for all our stockholders to participate, irrespective of their geographic location. For more information about how to attend virtually and how to vote your shares, please see the Notice of Annual Meeting. 2025 REFLECTIONS 2025 was a milestone year for Newmont, as we achieved our full-year guidance, improved our operational performance, and strengthened our financial position. We also made meaningful progress on our commitments to safety, cost optimization and returning capital to stockholders. As a result of our disciplined operational execution, the Company delivered record earnings and free cash flow, supported by favorable gold market conditions and significant operational achievements, all contributing to Newmont's stock price reaching an all-time high. Newmont returned approximately $1.1 billion to our stockholders through regular dividends, and completed the initial $3.0 billion share repurchase program announced in 2024, repurchasing $2.3 billion during 2025, and announced an additional $3.0 billion share repurchase program. Building on this momentum, in February 2026 we announced an enhanced return of capital framework and increased our quarterly dividend per share*, anchored by a flexible and resilient balance sheet, and are entering 2026 with a clear focus on continuing to drive margin expansion and generate robust free cash flow from our unrivaled portfolio of world-class operations and projects. In 2025, Newmont launched our Always Safe program, a new unified approach to health, safety, and wellbeing, and experienced zero fatalities after a challenging period. This was achieved by the vigilance and dedication of each of our valued team members around the globe. The Board and its Safety & Sustainability Committee believe that the success of our workforce is built on ensuring that everyone who walks through our gates goes home safely every day, and that safety is foundational to our long-term success. On behalf of the Board of Directors, I commend our employees and partners for our 2025 performance and reiterate our renewed commitment to safety moving into 2026. The end of 2025 was marked by a planned and orderly transition of Newmont's Chief Executive Officer (CEO) as part of our long-term talent and succession process. Tom Palmer stepped down from his role as CEO and as a member of the Board after more than 12 years at Newmont. On behalf of the Board of Directors, I extend our sincere thanks to Tom for his dedication to the growth and advancement of Newmont's business into one of the strongest portfolios in the industry today. On January 1, 2026, we welcomed Natascha Viljoen to the Board of Directors as Newmont's new President and CEO. Over the prior two years as Newmont's COO and then as President and COO, Natascha has proven to be an expert operator and strategic and inspiring leader. With the support of the Board, Natascha will lead Newmont with a clear focus on unlocking value across our world-class portfolio with discipline, integrity, and humility. THANK YOU FOR YOUR SUPPORT On behalf of the full Board of Directors, I sincerely thank you for the trust you have placed in the Board and for your continued support and investment in Newmont. It is a privilege to serve as your Independent Chair and to work closely with my fellow Directors to carry out our fiduciary responsibilities to you, our stockholders. YOUR VOTE AND FEEDBACK IS IMPORTANT We encourage you to vote promptly, even if you plan to attend the 2026 Annual Meeting of Stockholders, and to submit questions in advance of the meeting. We would like to thank our stockholders and other stakeholders for the time they commit to engaging in productive dialogues with Newmont. We are grateful for the feedback shared with our leadership team and directly with members of the Board. The Board considers your input as an important factor in deliberations and decision-making. Please continue to share your opinions, suggestions, and concerns with us. Very truly yours, GREGORY H. BOYCE Independent Chair of the Board of Directors *See Annex A-2 for cautionary statements regarding forward looking information, dividends and share repurchase program. STOCKHOLDERS The Annual Meeting of Stockholders of Newmont Corporation will be held at 8:00 a.m., Mountain Daylight Time, on Tuesday, May 12, 2026, at https://meetnow.global/MQD4CLQ . At the 2026 Annual Meeting, the stockholders will be asked to vote on the following proposals and to conduct any other business properly brought before the meeting. Proposal One - Election of Directors: To elect the twelve directors named in our proxy statement. Proposal Two - Advisory Vote to Approve Executive Compensation: To seek an advisory vote on the approval of our executive compensation. Proposal Three - Ratification of Auditors: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026. Record Date: March 16, 2026 Our Board's Recommendation FOR FOR FOR Date These Proxy Materials Are First Being Sent to Stockholders: On or about March 31, 2026 The 2026 Annual Meeting of Stockholders is being held in a virtual format conducted solely online which will allow for greater participation regardless of geographic location. All holders of the Company's Common Stock, CHESS Depositary Interests ("CDIs") or PETS Depositary Interests ("PDIs") as of the Record Date are invited to virtually attend the Annual Meeting. To participate, holders of Newmont Common Stock will need the unique control number that was included in the proxy materials. If your shares of Common Stock are held in "street name," meaning your shares are held in a brokerage account or by a bank or other nominee, and your proxy materials do not include a control number, you should contact the broker, bank or other nominee that holds your shares with any questions about obtaining a control number. Holders of Newmont CDIs and PDIs should follow the instructions in the section entitled "General Information" to obtain a control number. It is important that your shares be represented at the Annual Meeting whether or not you are able to attend. Please promptly vote your securities at your earliest convenience. Holders of Newmont Common Stock as of the Record Date may vote online prior to the meeting by visiting http://envisionreports.com/NEM and entering the control number found in your Notice of Internet Availability of Proxy Materials, or, by phone or by mail. You may also vote during the Annual Meeting by visiting https://meetnow.global/MQD4CLQ , entering the control number and following the instructions. Holders of Newmont CDIs and PDIs as of the Record Date may direct the voting of the Common Stock underlying the Newmont CDIs or PDIs through the Company's CDI Depositary, CHESS Depositary Nominees Pty Ltd ("CDN") and PDI Depositary, PNGCSD Nominee Limited ("PNGCSD"), respectively. Each holder of Newmont CDIs and PDIs may instruct CDN or PNGCSD (as applicable) to vote at the Annual Meeting on their behalf: online at https://www.investorvote.com.au or by contacting Computershare Australia (using the details on the Notice of Access Letter) to request a hard copy of the CDI voting or PDI voting form (as applicable) to be sent in the mail to their registered address. Holders of CDIs and PDIs are invited to attend the Annual Meeting but may not vote electronically during the Annual Meeting. For more detailed information, see the section entitled "General Information - Voting Your Shares - If you hold Newmont CDIs or PDIs." Voting online or by telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs. For more detailed information on how to vote and applicable deadlines, see the section entitled "General Information - Voting Your Shares." By Order of the Board of Directors, LOGAN HENNESSEY Senior Vice President, Deputy General Counsel and Corporate Secretary Denver, Colorado March 26, 2026 Scan this QR code to view digital versions of our Proxy Statement and 2025 Annual Report The Notice of Annual Meeting, Proxy Statement, and 2025 Annual Report on Form 10-K are available at http://envisionreports.com/NEM LETTER TO STOCKHOLDERS i NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS ii TABLE OF CONTENTS 1 ABOUT NEWMONT 2 PROPOSAL ONE PROXY VOTING SUMMARY 8 - ELECTION OF DIRECTORS 9 Majority of Votes Cast Standard for the Election of Long-Term Incentive Program 71 Directors 9 Employee Benefits 77 Director Nominee Overview 10 Retirement Plans 77 Director Skills and Qualifications 11 Perquisites 77 Board Composition 14 EXECUTIVE COMPENSATION POLICIES AND PRACTICES 78 2026 Director Nominees 14 Executive Stock Ownership Guidelines 78 Independence of Directors 27 Executive Compensation Clawback Provision 78 COMMITTEES OF THE BOARD OF DIRECTORS AND Restrictions on Trading Stock 79 ATTENDANCE 29 Anti-Hedging and Anti-Pledging Policies 79 Other Committees 29 Accounting for Stock-Based Compensation 79 Committee Memberships 30 Tax Deductibility of Compensation 79 CORPORATE GOVERNANCE 32 2025 EXECUTIVE COMPENSATION TABLES 80 Key Corporate Governance Practices 32 Summary Compensation Table 80 Corporate Governance Guidelines and Charters 32 All Other Compensation Table 81 Director Orientation and Education 32 Grants of Plan-Based Awards Table 82 Board Leadership and Independent Chair 33 Outstanding Equity Awards at Fiscal Year-End Table 83 Board Oversight of Risk Management 33 Option Exercises and Stock Vested Table 84 Board, Committee and Director Assessment 36 ADDITIONAL BENEFITS AND TABLES 85 Process for Selecting New Directors 37 Pension Benefits Table 85 Board Size 38 Pension Plan 86 Retirement Age, Tenure and Board Refreshment 38 Pension Equalization Plan 86 Proxy Access 38 Retirement Savings Plan 87 Stakeholder Outreach Communications with Stockholders or Interested Parties 39 40 Savings Equalization Plan Potential Payments Upon Termination or Change of 87 Code of Conduct 40 Control 88 Related Person Transactions 40 Potential Payments on Termination 92 Independent Compensation Consultant 40 Pay Ratio of CEO to Median Employee 94 Executive Compensation Risk Assessment 41 Pay Versus Performance Table 95 Leadership Development and Compensation Committee Tabular List of Financial Performance Measures 96 Interlocks and Insider Participation 41 Key CD&A Definitions 97 Director Compensation Director Compensation for Fiscal 2025 41 42 REPORT OF THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE ON EXECUTIVE Leadership Changes Support Business Continuity 48 ANNEX A 110 Newmont's Pay Philosophy 49 Non-GAAP Compensation Measures - Annex A-1 110 Evolution of Executive Compensation Plan Design 50 Non-GAAP Financial Measures 111 EXECUTIVE COMPENSATION GOVERNANCE 51 Cautionary Statements and Endnotes - Annex A-2 115 Key Executive Compensation Governance Practices 51 Role of Leadership 52 Compensation Peer Group 55 Stockholder Outreach Process 56 Say-on-Pay 57 Annual Compensation Cycle and Decision-Making Process 58 Voting for Directors 9 2025 NAMED EXECUTIVE OFFICERS 59 EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS 63 Executive Compensation and Benefits Components 63 Pay Mix 64 NEO Total Target Direct Compensation 64 Base Salary 65 Annual Incentive Program 65 Outstanding Awards 43 COMPENSATION 98 Director Share Ownership Guidelines 43 PROPOSAL THREE - RATIFICATION OF PROPOSAL TWO - ADVISORY VOTE ON THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 99 APPROVAL OF EXECUTIVE COMPENSATION 44 Independent Auditors Fees 100 COMPENSATION DISCUSSION AND ANALYSIS 45 REPORT OF THE AUDIT COMMITTEE 101 COMPENSATION PROGRAM ALIGNS WITH BUSINESS BENEFICIAL OWNERSHIP OF COMMON STOCK 102 STRATEGY AND SUPPORTS STOCKHOLDER VALUE Directors and Executive Officers Ownership 102 CREATION 46 Certain Other Beneficial Owners 103 Delivering Record Financial and Operational Performance Delinquent Section 16(a) Reports 103 in 2025 46 GENERAL INFORMATION 104 Incentive Plan Design Supports Execution of Strategic Stockholders Entitled to Vote 104 Priorities Executive Pay Aligned to Company Performance 47 47 Voting Your Shares Other Matters 104 109 ABOUT NEWMONT Newmont is the world's leading gold producer and a producer of copper, silver, zinc, and lead. The Company's world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in Africa, Australia, Latin America & Caribbean, North America, and Papua New Guinea. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social, and governance practices. The Company has a focus on value creation, supported by robust safety standards and technical expertise. Newmont was founded in 1921 and has been publicly traded since 1925. Our purpose is to create value and improve lives through sustainable and responsible mining. To learn more about Newmont's sustainability strategy and initiatives, go to https://www.newmont.com . 2025 Highlights - Strong Foundation 2025 was a milestone year for Newmont, as we delivered on our full-year guidance, strengthened our financial position and made meaningful progress on our commitments to safety, cost optimization and returning capital to stockholders. As a result of our disciplined operational execution, Newmont generated $10.3 billion of cash from operating activities, net of working capital impacts of $210 million; reported an all-time annual record $7.3 billion in free cash flow,* reported net income of $7.2 billion (with net income attributable to stockholders of $7.1 billion), and adjusted net income* of $7.6 billion, generated $3.6 billion of cash net of tax from portfolio optimization, 2 returned $3.4 billion to stockholders through share repurchases and dividends, reduced debt by $3.4 billion and closed the year with net cash of approximately $2 billion.* Newmont declared total attributable gold reserves of 118.2 million ounces and significant upside to other metals, including 12.5 million tonnes of copper reserves and 442 million ounces of silver reserves. Declared commercial production at Ahafo North in Ghana in October 2025, adding profitable gold production over an initial thirteen year mine life. Stable Production 5.7 Moz 1 Achieved 2025 production and improved cost guidance Cash From Operating Activities $10.3 B Reported net income of $7.2B Free Cash Flow* $7.3 B Generated all-time fourth quarter and annual free cash flow records Returns to Stockholders $3.4 B Paid in quarterly common dividends and ongoing share repurchases Debt Reduction $3.4 B Ended 2025 with a strong balance sheet and a net cash position Adjusted Net Income* $7.6 B All-time fourth quarter and full year ANIPS records Fully implemented Always Safe across the organization, reinforcing a strong safety culture Achieved commercial production at Ahafo North , bringing new, low-cost ounces into the portfolio Completed portfolio rationalization, generating $4.5B 2 in total after-tax proceeds Executed a cost-reduction program, expected to reduce G&A by ~21% , 3 contributing to margin improvement *See Annex A-2 for cautionary statements regarding divestments and proceeds, dividends, share repurchase program. See also reconciliation in Annex A-1 for Free Cash Flow, Adjusted Net Income and other non-GAAP metrics. (1) Total Attributable Production for the Newmont core portfolio only. (2) Total cash proceeds net of tax to date including $3.6B of cash proceeds generated in 2025. (3) Compared to original 2025 G&A guidance provided in February 2025 of $475 million, versus 2026 G&A guidance of $375 million. Our Values Newmont's commitment to acting responsibly as a business is reflected in our strategy and our values which have been developed in Newmont's over 100-year history. Safety Integrity Sustainability Inclusion Responsibility We take care of our safety, health, and wellness by recognizing, assessing and managing risk, and choosing safer behaviors to drive a fatality, injury, and illness free workplace. We behave ethically and respect each other and the customs, cultures, and laws wherever we operate. We serve as a catalyst for local economic development through transparent and respectful stakeholder engagement, and as responsible stewards of the environment. We create an inclusive environment where employees have the opportunity to contribute, develop, and work together to deliver our strategy. We deliver on our commitments, demonstrate leadership, and have the courage to speak up and challenge the status quo. Our People It is our strong-held belief that we maintain a competitive advantage through our people with strong engagement, leadership, and commitment to inclusion. Our values of safety, integrity, sustainability, inclusion, and responsibility are engrained in our culture, impact each action we take, and are the foundation of our Code of Conduct. That is why we strive to establish a culture where everyone willingly gives their best and goes home safely each day. While Newmont achieved zero fatalities in 2025 as a result of the dedication and vigilance of every team member across our global operations, we tragically lost a colleague at our Tanami Expansion 2 project in Australia in early 2026. This loss reminds us that safety remains our unwavering priority. We will learn from this tragedy and continue to strengthen and improve our safety systems, along with the key safety tools that we use in the field. We've made important progress in understanding the factors that contributed to this tragedy and have taken decisive action to improve our safety culture with a clear focus on effectively controlling the risks that could lead to a fatality. Newmont's Always Safe program focuses on Integrated Systems, Robust Capabilities, and Empowered Behaviors, through a leadership commitment to care, clarity, and capability. We will also continue to transparently share the lessons we learned with our employees and our peers in the industry to help improve the safety performance of our sector. After a transformational period for the Company, we stay connected to the experience of our workforce in many ways, including our employee pulse survey, conducted in December 2025. Other means of listening to our workforce include Safety Culture Reviews, Business Resource Groups, Town Hall Meetings, and encouraging regular leader and team member connections. Our People Strategy, which has been endorsed and monitored by the Board, represents a multi-year journey, and focuses on ensuring an environment where every employee belongs, thrives, and is valued. Current priorities within the People strategy include the launch of a redesigned Performance Management System aimed to reinforce individual and organizational performance. Following the 2025 leadership development program which established a common language, set of tools, and clear expectations for leaders and team members, the focus this year is on embedding these practices through enhanced individual and team development for the leadership team. Through this work we continue to intentionally shape our desired culture through consistent systems, behaviors, and symbols. We continue to enhance the People Experience through our ongoing work to ensure every employee knows what is expected of them, how they are performing, and the future they have at Newmont. Our focus is on reinforcing these expectations in alignment with our operating model to support consistent performance. As a global employer, we recognize that an inclusive workforce is a better workforce for business and society. We are committed to advancing the UN Sustainable Development Goal to achieve equality. We also are fostering a more equitable workplace by eliminating inequities in systems and symbols of exclusion. Our commitment to an equitable workplace includes conducting an annual global Pay Equity Analysis across our entire employee population, as well as a Living Wage study. Results are consistent with Newmont's commitment to providing a superior experience for our employees and ensuring equity throughout our employment practices. At the end of 2025, we employed approximately 17,500 people and had approximately 26,600 people working as contractors. Additional information regarding our workforce and human capital management can be found in Newmont's Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company's Annual Sustainability Report accessible through https://www.newmont.com/sustainability . Our global People Policy is publicly available on our website and states our commitments to employees, which are supported by global standards on employment practices. Newmont is an equal employment opportunity employer. Newmont reports employment data in U.S. Equal Employment Opportunity Commission EEO-1 reports for our U.S-based workforce. However, the U.S. EEO-1 reports represent only a small portion of our global workforce. In our annual sustainability report, Newmont voluntarily reports global workforce and labor information in accordance with GRI Sustainability Reporting Standards, including data on workforce demographics, compensation and equal remuneration, gender diversity, union representation, labor relations, employee turnover, hiring representation, and training and development. Our Approach to Sustainability Newmont's sustainability strategy is a foundational element in achieving our purpose of creating value and improving lives through sustainable and responsible mining. It reflects our approach to managing sustainability risks and considerations across the business and is embedded in our overall business strategy. We also recognize that sustainability means protecting the health, safety, and wellbeing of our workforce and host communities. We are committed to continuously advancing our methods and practices that enhance our governance, protect people, support host communities, and safeguard the environment and, in turn, earn the right to operate for the next 100 years. Environmental and social practices in the mining industry have undergone a tremendous evolution over the past two decades. Our approach to sustainability management and transparency continues to evolve in response to our stakeholder's expectations. In 2020 Newmont announced greenhouse gas (GHG) emissions reduction targets for 2030 - with an ultimate ambition of being carbon neutral by 2050. Investors are reminded that climate-related targets are aspirational management goals and are forward-looking statements, which remain subject to risks and uncertainties (see endnote in Annex A-2). Newmont issues updates on our climate change efforts and will continue to do so in 2026 within our Annual Sustainability Report, which will detail governance, strategy, climate resiliency and adaptation, as well as year on year performance. As a result of our long-standing commitment to sustainability and transparency, Newmont continues to be recognized for its responsible business practices. SUSTAINABILITY RATINGS AND RECOGNITION S&P Global Corporate Sustainability Assessment SUSTAINALYTICS BLOOMBERG 98% 25 #1 Percentile ranking global metals and mining sector ESG Risk Rating measures exposure and management of material ESG risks* Most transparent company in S&P 500; Bloomberg ESG Disclosure Score MSCI ISS CORPORATE RATING 3BL CORPORATE HUMAN RIGHTS BENCHMARKING A Top-quartile Precious metals and mining 1 Top-decile within the mining industry #63 Ranking among the 100 Best Corporate Citizens by 3BL #8 Out of more than 100 companies assessed across five sectors on the Corporate Human Rights Benchmark Newmont Ranked Top Gold Miner in the Dow Jones Sustainability Index for Nine Consecutive Years Ratings and rankings can fluctuate throughout the year, either based on Newmont performance, or relative to sector rankings and/or ratings agency scoring changes and periodic updates. Ratings and recognition items shown here are effective as of March 12, 2026, and are subject to change. * The Sustainalytics rating shown on the ESG screen of the Bloomberg terminal has changed from a percentile rank to a risk score. Newmont's 25 score translates to Medium Risk. Board Oversight We believe strong governance is fundamental for sustainable environmental and social performance. The Board's Safety and Sustainability (S&S) Committee actively engages with management, providing advice, counsel and recommendations, and oversight on matters relating to health, safety, security, sustainable development, environmental management and affairs, stakeholder relations, human rights, cultural heritage, and government relations. Jane Nelson, who has a long and distinguished career advocating for sustainable business practices and is the Founding Director of the Corporate Responsibility Initiative at Harvard Kennedy School, became the S&S Committee Chair in 2019, and will continue to serve as its Chair in 2026. Disclosure Standards and Frameworks Investors are encouraged to review our Annual Sustainability Report (ASR) to see how we work toward making a positive difference in the lives of employees, stakeholders, business partners, and host communities around the world. We are committed to continuous improvement and reporting our performance in line with external commitments, initiatives, memberships, and disclosure standards and frameworks. PricewaterhouseCoopers (PwC) has served as our independent assurance provider for sustainability reporting since 2021, and is doing so again in 2025. PwC assures selected performance metrics in our ASR, Newmont's self-assessment of conformance with International Council on Mining and Metals Subject Matters 1-5 and Performance Expectations, and Newmont's self-assessment of its conformance with the World Gold Council Responsible Gold Mining Principles. PwC undertakes the assurance engagements in accordance with the internationally recognized assurance standards ISAE 3000 (Revised) and ISAE 3410. Newmont's current transparent non-financial reporting suite, as outlined below, can be found on our website at https://www.newmont.com/sustainability . Readers are reminded that the information in our sustainability report and on our website is not incorporated by reference into this annual proxy statement. Annual Sustainability Report (ASR) & Assurance Statement Newmont's annual disclosure of non-financial performance updates include key performance areas such as health, safety and security, workforce, the environment, supply chain, social acceptance, ethics and compliance, value sharing, equity, inclusion, providing decision-useful information for stakeholders. The ASR follows global standards and guidelines for non-financial disclosures and includes a disclosure framework index. The ASR is compiled in accordance with the GRI Standards (GRI 1: Foundation 2021), including the Mining and Metals Sector Standard (GRI 14), SASB Metals & Mining Sustainability Accounting Standard and recommendations of the Taskforce on Climate-related Financial Disclosures (TCFD). Newmont's ASR also reflects Newmont's commitment to transparency and reporting obligations as a founding member of the International Council on Mining and Metals and as an early adopter of the UN Guiding Principles Reporting Framework. The ASR will be accompanied by an independent limited assurance statement over selected subject matter as defined in the assurance provider's scope. ESG Data Newmont's ESG data is housed digitally in one centralized location for easy access by stakeholders, primarily the investment community, for decision-making purposes. Available in a locked MS Excel file format. Conflict-Free Gold (CFG) Report & Assurance Statement Summarizes how Newmont conforms to the requirements of World Gold Council's CFG Standard to ensure that our gold has been extracted in a manner that does not cause, support, or benefit unlawful armed conflict or contribute to human rights abuses or breaches of international humanitarian law. The CFG is accompanied by an independent reasonable assurance statement over the selected subject matter as defined in the assurance provider's scope. Policy Influence Disclosure Disclosure on how Newmont engages in policy dialogue in order to ensure transparency in policy and lobbying practices in alignment with Newmont's values. This disclosure details membership and trade associations, policy perspectives, lobbying reporting, and political contributions. EEO-1 Forms Disclosure on U.S. employee data including race/ethnicity, gender and job categories. Required under section 709(c) of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e-8(c), and 29 CFR 1602.7-.14 and 41 CFR 60-1.7(a) for eligible companies. Extractive Sector Transparency Measures Act (ESTMA) Taxes and Royalties Contribution Report Disclosure of certain types of payments made to governments in Canada and abroad based on Newmont's Canadian operations. ESTMA was implemented in an effort to raise transparency and reduce corruption in select sectors, including mining. Details Newmont's significant economic contributions to host communities and governments as part of our continued commitment to transparency and to shared value creation. The report also discusses our tax governance framework, strategy, approach to tax planning and stakeholder engagement. The disclosures in the report align with requirements of GRI 207: Tax 2019 global standard for tax transparency. Beneficial Ownership A published support statement and disclosure of beneficial ownership in line with the Extractive Industries Transparency Initiative (EITI) Guidance on the Expectations for EITI supporting companies. Our Beneficial Ownership Transparency statement discloses each person known by Newmont to be the beneficial owner of more than 5% of any class of the Company's voting securities, the level of ownership and details about how ownership is exerted. This disclosure, which meets ICMM and EITI requirements, demonstrates our commitment to promote revenue transparency and accountability in the extractive industry. Mineral Development Contracts A public disclosure of investment agreements and mineral development contracts signed with host governments in line with the EITI Guidance on the Expectations for EITI supporting companies. The disclosure relates to large, well-progressed operations and projects which justify having specific contracting arrangements, provided such disclosure is not prohibited by law or regulation. Our decision to disclose contracts where feasible demonstrates our commitment to the EITI and to further promoting contract transparency. PROXY VOTING SUMMARY PROPOSAL ONE - ELECTION OF DIRECTORS Newmont has a highly experienced slate of Director nominees. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in key areas to bring strong strategic oversight. All nominees are independent, except for one director, Newmont's President and Chief Executive Officer. Average Director tenure is 6.3 years, with ongoing refreshment. The Board is highly engaged between regular quarterly meetings, special meetings and site visits - with a combined 98% overall attendance rate at Board of Director meetings, and Board Committee meetings for all incumbent Directors standing for re-election. FOR The Board of Directors Unanimously Recommends that Stockholders Vote " FOR " Each of our Twelve Nominees for Director. PROPOSAL TWO - ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION Our executive compensation program is designed to include pay practices that drive behaviors to deliver business results aligned with our purpose. We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. The majority of executive pay is performance-based and delivered through long-term incentives. FOR The Board of Directors Unanimously Recommends Stockholders Vote " FOR " Approval of the Advisory Resolution on Executive Compensation. PROPOSAL THREE - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of Directors has selected Ernst & Young LLP to continue to serve as the independent registered public accounting firm for the fiscal year 2026. FOR The Board of Directors Unanimously Recommends that Stockholders Vote " FOR " the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2026. PROPOSAL ONE-ELECTION OF DIRECTORS Voting for Directors If you hold your Newmont stock through a broker, bank, or other financial institution, your Newmont stock will not be voted on your behalf on the Election of Directors unless you complete and return the Voting Instruction Form or follow the instructions provided to you to vote your stock via telephone or online. Because your broker does not have discretionary authority to vote on this proposal without instructions from you, if you do not instruct your broker, bank, or other financial institution how to vote, a "broker non-vote" will occur and your shares will not be represented in the Election of Directors vote at the Annual Meeting. Majority of Votes Cast Standard for the Election of Directors Our By-Laws provide that in an uncontested election each Director will be elected by a vote of the majority of the votes cast, which means the number of votes cast "for" a Director's election must exceed 50% of the number of total votes cast with respect to that Director's election. Votes cast shall include votes to withhold authority but shall exclude abstentions. Votes will not be deemed cast if no authority or direction is given. As such, abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained. If a nominee for Director does not receive the vote of at least a majority of votes cast with respect to that nominee at the Annual Meeting, it is set forth in our By-Laws and is the policy of the Board of Directors that the Director must tender their resignation to the Board. In such a case, the Corporate Governance and Nominating Committee will make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken, considering all of the facts and circumstances. The Board of Directors shall publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Director who has tendered their resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines and our By-Laws are available on our website at http://www.newmont.com/about-us/governance-and-ethics/ . Director Nominee Overview The following overview, matrix and biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2026 Annual Meeting, based upon information furnished by each director. Bruce R. Brook, 70 IND Resources Limited Tenure: 14 years Other Current Public Boards: 2 Maura J. Clark, 67 IND Former President Direct Energy Business Tenure: 6 years Other Current Public Boards: 2 Gregory H. Boyce, 71 IND Retired Executive Chairman and Chief Corporation Tenure: 10 years Other Current Public Boards: None Natascha Viljoen, 55 President and Chief Executive Officer, Newmont Corporation Tenure: <1 year Other Current Public Boards: None Davd T. Seaton, 64 IND Retired Chair and Chief Executive Officer, Fluor Corporation Tenure: 1 Year Other Current Public Boards: 2 Harry M. Conger, 70 IND Retired Director, President and Chief Operating Officer, Teck Resources Limited Tenure: 1 year Other Current Public Boards: None 2026 Director Nominees Julio M. Quintana, 66 IND Retired Director, President and Chief Tenure: 10 years Other Current Public Boards: 2 Emma FitzGerald, 59 IND Retired Chief Executive Officer Puma Energy International Tenure: 4 years Other Current Public Boards: 1 Jane Nelson CMG, 65 IND Founding Director, Harvard Kennedy School's Corporate Responsibility Initiative Tenure: 14 years Other Current Public Boards: 1 Sally-Anne Layman, 52 IND Retired Division Director, Macquarie Group Limited Tenure: 2 years Other Current Public Boards: 3 José Manuel Madero, 57 IND Founder and Managing Partner, Bizwp, SC Tenure: 5 years Other Current Public Boards: 1 René Médori, 68 IND Retired Finance Director, Anglo American plc Tenure: 8 years Other Current Public Boards: 1 The Corporate Governance and Nominating Committee regularly evaluates the expertise and needs of the Board to determine the Board's membership and size. As part of this evaluation, the Corporate Governance and Nominating Committee considers skills, education, industry expertise, business experience, geographic, and international experience and other background in the selection of candidates to serve on the Board. Director Skills and Qualifications In addition to meeting the minimum qualifications set out by the Board of Directors under "Process for Selecting New Directors," each nominee also brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including board service, operational delivery, extractive industry and mining, mergers and acquisitions, corporate governance, compensation, executive management, private equity, finance, operations, manufacturing, technology and cybersecurity, government, international business, health and safety, and environmental and social responsibility. SKILLS, QUALIFICATIONS AND EXPERIENCE Public Company CEO Experience Accounting Experience Health & Safety Experience Compensation Expertise Risk Management Experience Mergers & Acquisition Experience Extractive Experience Leading Sustainability Academic Environmental & Social Responsibility Experience Innovation, Technology and Cybersecurity Experience Public Company Chair or Lead Director Experience Government/Regulatory Affairs Experience International Business Experience Designated Audit Committee Financial Expert Finance Expertise Operational and Project Delivery KEY STRATEGIC SKILLS AND CAPABILITIES Newmont's Directors are expected to have strong oversight capabilities and the ability to contribute to all elements of the Company's strategy. The Board maintains a skills matrix that identifies the skills and experience the Board needs for the next period of Newmont's development. The Board collectively possesses all the skills and experience set out in the Board skills matrix. Examples of key skills in the matrix include: Number of Director Nominees LEADERSHIP Public Company Chair / Lead Director Experience: Leadership role overseeing the Board of Directors and guiding corporate governance at a major corporation either as Chair or Lead Director. 7 Chief Executive Experience: Chief Executive Officer experience of a major corporation. 6 FUNCTIONAL AND INDUSTRY EXPERIENCE Mining and Extractive Industry Experience: Brings former or current senior executive operating and technical experience in a leading global extractive company. 11 Operational Delivery: Senior executive experience within the mining / extractive industries in operations with profit and loss accountabilities and significant health, safety and environment considerations across different regions and geographies. 8 Large-Scale Project Development: Experience in developing large-scale and complex capital projects with long investment cycles. 9 Global Finance Experience: Strong capability to understand financial statements and financial drivers of the business working in capital intensive business with experience financing JVs and projects, including understanding of investing in a global environment and efficient capital allocation. 11 International Business Experience: Experience in a business leadership role working with government and community leaders in different social, cultural, regulatory, and political contexts. 12 Global Mergers and Acquisitions: Experience of mergers, acquisitions, divestitures on a global scale. 12 Environment / Sustainability / Social Responsibility: Extensive experience in environmental stewardship, sustainability practices (including energy, climate and decarbonization), and social responsibility, encompassing community engagement and social performance. 10 Innovation / Technology / Cybersecurity: Experience with innovation and transformation projects and the development and implementation of technology, including in connection with automation, artificial intelligence, digital, or cyber security matters. 7 A breakout of the above by individual director is provided below. The unique background, skills, and qualifications that led the Board of Directors and the Corporate Governance and Nominating Committee to the conclusion that each of the nominees should serve as a Director for Newmont are set forth in the "2026 Director Nominees" section which follows in this Proxy Statement. BOYCE BROOK CLARK CONGER FITZGERALD LAYMAN MADERO MÉDORI NELSON QUINTANA SEATON VILJOEN LEADERSHIP Public Company Chair / Lead Director Experience • • • • • • • Chief Executive Experience • • • • • • FUNCTIONAL AND INDUSTRY EXPERIENCE Mining and Extractive Industry Experience • • • • • • • • • • • Operational Delivery • • • • • • • • Large-Scale Project Development • • • • • • • • • Global Finance Experience • • • • • • • • • • • International Business Experience • • • • • • • • • • • • Global Mergers and Acquisitions • • • • • • • • • • • • Environment / Sustainability / Social Responsibility • • • • • • • • • • Innovation / Technology / Cybersecurity • • • • • • • Board Composition As a global organization, Newmont believes that the broad range of capabilities, skills, and backgrounds of our Directors is an asset and enhances the Board's ability to provide meaningful strategic oversight. Newmont's Board is diverse with 58% of the director nominees recommended for election at the upcoming 2026 Annual Meeting representing ethnic or gender diverse categories (with five female and two ethnically diverse nominees), as well as broad international backgrounds (including experience in many of Newmont's operating regions). Gender Diversity Nationality 1 42% 5 female out of 12 1 Mexican 2 British 1 Canadian 4 American 2 Australian French 1 South African 2026 Director Nominees Each of the twelve persons named below is a nominee for election as a Director at the Annual Meeting for a term of one year or until his/her successor is elected and qualified. All nominees are currently serving as Directors of the Company - eleven were elected to the Board of Directors at the last Annual Meeting with Ms. Viljoen having been appointed to the Board effective January 1, 2026, in connection with her election to the role of President and Chief Executive Officer. Unless authority is withheld, the proxies will be voted for the election of such nominees. If any such nominees cannot be a candidate for election at the Annual Meeting, then the proxies will be voted either for a substitute nominee designated by the Board of Directors or for the election of only the remaining nominees. Gregory H. Boyce Emma FitzGerald Jane Nelson Bruce R. Brook Sally-Anne Layman Julio M. Quintana Maura J. Clark José Manuel Madero David T. Seaton Harry M. (Red) Conger René Médori Natascha Viljoen The following sets forth information as to each nominee for election, including their age (as of the Record Date), and background (including their principal occupation during the past five years, current directorships and directorships held during at least the past five years), and skills and qualifications: GREGORY H. BOYCE Independent Chair of the Board Age: 71 Director Since: October 2015, Independent Chair since 2021 Board Committees: ​ Corporate Governance and Nominating (Chair) ​ Leadership Development and Compensation ​ Executive-Finance (Chair) Career Highlights Gregory H. Boyce, 71, retired from Peabody Energy Corporation in 2015 as Executive Chairman and Chief Executive Officer. Mr. Boyce joined Peabody in 2003 as President and Chief Operating Officer and served as Chief Executive Officer from 2006 to 2015. Prior to joining Peabody, Mr. Boyce served as Chief Executive Officer - Energy for international mining company Rio Tinto in London, and other various executive roles with Rio Tinto Group from 1989 to 2003. Mr. Boyce holds a Bachelor of Science in Mining Engineering from the University of Arizona and an Advanced Management Program degree from Harvard University's Graduate School of Business. Director Qualifications: CEO/Executive Management Skills - Experience as former President and Chief Executive Officer of Peabody Energy Corporation and other executive management positions noted above. Operational and Industry Expertise - Over 44 years of experience in the global energy and mining industries. Past Chairman of the National Mining Association. Chair of Lowell Institute for Mineral Resources Board at the University of Arizona. Health, Safety, Environmental and Social Responsibility Experience - Experience managing matters related to regulatory, policy, and social responsibility in executive roles, as well as during service on ESR committees of both Marathon Oil and Monsanto Company. Past member of Board of Trustees of Washington University of St. Louis and past member of Civic Progress in St. Louis. Member Board of Trustees of Heard Museum in Phoenix, Arizona. In-depth experience in environmental and sustainability matters, including development and implementation of Peabody Energy's ESG and climate programs and work with local governments and indigenous groups to develop sustainable mining frameworks. International Experience - Extensive senior executive experience working with multinational energy and mining operations, including with Peabody Energy Corporation and Rio Tinto plc (an international natural resource company) as Chief Executive Officer - Energy. Prior to his service with Rio Tinto, Mr. Boyce worked for over 10 years in various operational roles of increasing responsibility with Kennecott, a global natural resources company. He also served on the Board of Monsanto Company, a multinational agrochemical and agricultural biotechnology company for more than five years. Compensation Expertise - Experience serving as a Chair of Marathon Oil's Compensation Committee, as a member of Monsanto's People and Compensation Committee and as a member of Newmont's Leadership Development and Compensation Committee. Participation in compensation, benefits and related decisions in senior executive roles. Board Experience - Service on the Company's Board of Directors since October 2015 including as Independent Chair since 2021. Prior service on the board of Marathon Oil Corporation from 2008 to 2021, having served as Lead Independent Director from February 2019 to May 2021. Formerly served as Executive Chairman of Peabody Energy Corporation from 2007 to 2015 and as a director from 2005 to 2015 and as a Director of Monsanto Company from 2013 to 2018. BRUCE R. BROOK Senior Independent Director Age: 70 Director Since: October 2011 Board Committees: ​ Audit (Chair) ​ Corporate Governance and Nominating ​ Executive-Finance Career Highlights Bruce R. Brook, 70, retired from WMC Resources Limited in 2005 where he was Chief Financial Officer. Mr. Brook also held key executive roles including Deputy Chief Finance Officer of ANZ Banking Group Limited, Group Chief Accountant of Pacific Dunlop Limited and General Manager, Group Accounting positions at CRA Limited and Pasminco Limited. Mr. Brook has extensive board, Audit Committee and executive leadership experience in diverse industries, including mining, finance, manufacturing and chemicals. Mr. Brook holds Bachelor of Commerce and Bachelor of Accounting degrees from University of the Witwatersrand. Mr. Brook is also a Fellow of the Institute of Accountants in Australia and New Zealand and is a member of the Australian Institute of Company Directors (AICD). Director Qualifications: Financial Expertise - Chair of Newmont's Audit Committee and Chair of the Audit Committee at Dyno Nobel Limited (formerly Incitec Pivot Limited). Prior service as the Chair of the numerous Audit Committees as described below in Board Experience. Former member of the Financial Reporting Council, an agency of the Australian Commonwealth from 2006 to 2012, which oversees the work of the Accounting Standards Board and the Auditing Standards Board and advises the Australian Government on matters relating to corporate regulation. Former member of the Director Advisory Panel of the Australian Securities and Investment Commission (ASIC) from 2013 to 2018. Finance executive experience as Chief Financial Officer of WMC Resources Limited from 2002 to 2005. Held key executive roles including Deputy Chief Finance Officer of ANZ Banking Group Limited, Group Chief Accountant of Pacific Dunlop Limited and General Manager, Group Accounting positions at CRA Limited and Pasminco Limited. International Experience - Extensive prior international experience as a Director of multiple international companies, including Boart Longyear Limited, Programmed Group, CSL Limited and Dyno Nobel Limited (formerly known as Incitec Pivot Limited). Operational and Industry Expertise - Experience as a Director of Lihir Gold Limited, Energy Developments Limited, Consolidated Minerals Limited and Deep Exploration Technologies Cooperative Research Centre, a collaborative research program researching safer, more advanced and more cost-effective geological exploration and drilling methods. Currently serves as a Director at Dyno Nobel Limited, a global manufacturer and distributor of industrial chemicals, explosives, and fertilizers. Expertise in cybersecurity matters including risk appetite, framework and assessments, and insurance, as well as the specific assessments of various companies' cyber defense programs, and numerous internal audit assessments around cyber controls. Health, Safety, Environmental, and Social Responsibility Experience - Extensive governance expertise over more than 30 years in senior executive and director roles, including as chair of numerous audit and risk committees, National President of G100 (an Australian CFO organization representing the 100 largest companies), member of ASIC Director Advisory Council and AICD's Corporate Governance Advisory Committee. In various roles, he has also held responsibility for assessment of the financial consequences of environmental strategies and development and implementation of both risk management systems and information technology systems. Mr. Brook has developed deep knowledge in connection with oversight of carbon reduction programs (including assessment and development of climate metrics, targets, strategies, and reports), quality and regulatory matters, and cyber security (including defense programs and assessments of cyber-related controls). Board Experience - Service on the Company's Board of Directors since 2011 and as Chair of the Audit Committee since 2016. Currently also serves on the boards of Dyno Nobel Limited and Djerriwarrh Investments Limited. Former Director and Chair of the Audit Committees of CSL Limited (2011 to 2023) and of Boart Longyear Limited (2007 to 2015), former Director and Chair of Programmed Group from 2010 to 2017, and former Director of Lihir Gold Limited, Consolidated Minerals Limited, Energy Developments Limited and Snowy Hydro Limited and former independent Chair of Energy Developments Limited. MAURA J. CLARK Independent Director Age: 67 Director Since: April 2020 Board Committees: ​ Audit Career Highlights Maura J. Clark, 67, retired from Direct Energy, a subsidiary of Centrica plc, in March 2014 where she was President of Direct Energy Business, a leading energy retailer in Canada and the United States. Previously, Ms. Clark was Executive Vice President of North American Strategy and Mergers and Acquisitions for Direct Energy. Ms. Clark's prior experience includes investment banking and serving as Chief Financial Officer of an independent oil refining and marketing company. Ms. Clark has extensive board, Audit Committee, strategic finance and executive leadership experience. Ms. Clark holds a Bachelor of Arts in Economics from Queen's University. She is qualified as a Chartered Professional Accountant in Canada. Director Qualifications: Financial Expertise - Former Chair of the Fortis Audit Committee from May 2021 to May 2025. Formerly served as the Audit Committee Chair of Agrium/Nutrien and Elizabeth Arden. Experience as Managing Director, Investment Banking Division with The Goldman Sachs Group from 2000 to 2003 and as Executive Vice President, Corporate Development & Chief Financial Officer of Premcor Inc. from 1995 to 2000. Prior experience includes investment banking and serving as Chief Financial Officer of an independent oil refining and marketing company. Qualified as a Chartered Professional Accountant. Executive Management Skills - Former President, Direct Energy Business from 2007 to 2014, during which time revenues grew from $2B to $10B through the expansion of products and services, organic sales, and transformational mergers and acquisitions. Served as Executive Vice President, North American Strategy and M&A for Direct Energy prior to serving as President. Led strategy development and all merger and acquisition activity. International Experience - Extensive international experience as a Director of multiple international companies, including Nutrien, and formerly Garret Motion and Elizabeth Arden. Operational and Industry Expertise - Over 25 years of experience in the global energy and natural resources industries. Current service on the Board of Nutrien, the world's largest producer of potash. Prior Managing Director with Goldman Sachs, where she provided strategic banking and debt financing solutions to clients in the natural resources and industrial sectors, including merchant power, gas and electric utilities, refining, propane, water, chemicals, and industrial businesses. Former CFO of Premcor, an independent refiner and marketer of petroleum products. Health, Safety, Environmental, and Social Responsibility Experience - Extensive experience as a leader in the energy business managing matters related to regulatory, policy, and social responsibility. Additional experience as a director and as a member of the Governance and Sustainability Committee of Nutrien, the world's largest provider of crop inputs, services, and solutions. Experience with oversight of cybersecurity as a member of the Fortis Board of Directors. Compensation Expertise - Experience serving as a member of Nutrien's Human Resources and Compensation Committee and as a member of Garret Motion's Compensation Committee and participation in compensation, benefits, and related decisions in senior executive roles. Board Experience - Service on the Company's Board of Directors since 2020. Currently also serves on the Board of Fortis, Inc. from 2015 to present, and Nutrien Ltd. and its predecessor company Agrium from 2016 to present. Prior service on the Garrett Motion, Inc. Board from October 2018 to September 2020. Prior service on the Board of Elizabeth Arden Inc. from 2005 to 2016. HARRY M. CONGER Independent Director Age: 70 Director Since: June 2024 Board Committees: ⯈ Safety and Sustainability Career Highlights Harry M. (Red) Conger IV, 70, retired from Teck Resources Limited where he was President and Chief Operating Officer and a Director on the Board from September 2022 to October 2023, having previously joined Teck in September 2020 as Executive Vice President and Chief Operating Officer. Prior to joining Teck, he held the role of President and Chief Operating Officer of Americas at Freeport-McMoRan Inc. Mr. Conger's experience also included multiple executive roles at Phelps Dodge and operational roles at Kennecott Copper Corporation. Mr. Conger previously served as Chair of the National Mining Association and as Chair of the New Mexico Association of Commerce and Industry, Commissioner of the New Mexico Mining Commission and Director of the Arizona Mining Association. Mr. Conger holds a Bachelor of Science degree in mining engineering from Colorado School of Mines with Postgraduate executive management studies at Duke University Fuqua School of Business, and Whitmore School of Business and Economics at the University of New Hampshire. Director Qualifications: CEO/Executive Management Skills - Experience as former President and Chief Operating Officer of Teck Resources and other executive management positions as noted above. Operational and Industry Expertise - Over 46 years prior experience in the mining industries. President and Chief Operating Officer of Teck Resources and Freeport-McMoRan. Chair of the New Mexico Association of Commerce and Industry, Commissioner of the New Mexico Mining Commission and Director of the Arizona Mining Association. Past Chairman of the National Mining Association. Past Co-Chair of the Society for Mining, Metallurgy & Exploration. Health, Safety, Environmental, and Social Responsibility Experience - Experienced in regulatory, policy, and social responsibility, with a focus on long-term vision, community relations, safety, change management, and production efficiency. Former Vice President of Quality (Quest for Zero). Co-Chair of Creating Global Prosperity: The Campaign for Mining by the Society for Mining Metallurgy and Exploration. Former commissioner on the New Mexico Mining Commission and the Arizona Water Review Commission. Honored with the 2018 Ankh Award, Copper Man of the Year for leadership in workforce safety and community collaboration, and the 2017 Charles F. Rand Memorial Gold Medal for excellence in community leadership. International Experience - Extensive international experience as a director of multiple international and multinational mining companies, including Teck Resources, Freeport-McMoRan and Phelps Dodge. Has lived and worked in Santiago, Chile and Vancouver BC, Canada. Board Experience - Service on the Company's Board of Directors since June 2024. Former Director of Teck Resources Limited from September 2022 to October 2023. Former Board Member of the National Mining Association (Chairman in 2014 and 2015), Former Co-Chair of initiative Creating Global Prosperity: The Campaign for Mining, Chairman of New Mexico Association of Commerce and Industry and Director of the Arizona Mining Association. EMMA FITZGERALD Independent Director Age: 59 Director Since: December 2021 Board Committees: ​ Safety and Sustainability Career Highlights Dr. Emma FitzGerald, 59, retired from Puma Energy International, a global energy business, focused on delivering energy solutions in Central America, Africa and Asia, in 2021 as Chief Executive Officer and Executive Director. Prior to joining Puma Energy, Dr. FitzGerald served as Executive Director of Severn Trent plc, a UK water and waste services business, from 2015 to 2018. From 2013 to 2015 she served as Chief Executive Officer of gas distribution at National Grid plc, a UK utility, and prior to that she spent over 20 years with Royal Dutch Shell in various senior leadership roles in the Downstream businesses. Currently Independent Non-Executive Director of UK National Energy System Operator (NESO) and Seplat Energy plc. Dr. FitzGerald holds a Master of Business Administration from Manchester Business School, and an MA and Doctor of Philosophy in Surface Chemistry/Physics from Balliol College, Oxford University and an Advanced Certificate in Executive Coaching. Director Qualifications: CEO/Executive Management Skills - Former Chief Executive Officer of Puma Energy International with extensive international experience running large customer facing industrial, retail, and utilities businesses. Health, Safety, Environmental, and Social Responsibility Experience - Extensive experience as a thought leader in the energy and water industry in matters related to outcome based regulatory policy, circular economy, and social responsibility. Service on the Energy Transition and Sustainability Committees of Seplat Energy plc. From 2007 to 2010 she played a key role in reshaping Shell's renewables strategy. From 2013 to 2018, she ran gas distribution and water and waste networks for National Grid and Severn Trent where she successfully positioned them as sustainability thought leaders. She is a portfolio advisor of Oxford Science Enterprises to enable acceleration of innovations to support energy transition and application of smart materials to drive performance. Operational and Industry Expertise - Over 30 years of experience in driving value creation in international energy and water industries and brings a deep understanding of the complexities of customer facing energy businesses and the extraction sector. International Experience - Extensive international experience as an executive and a director of multiple international and multinational energy, water, and distribution services companies, including prior experience with Puma Energy International, Royal Dutch Shell, DCC plc, Cookson Group plc, Alent plc and the International Leadership Advisory Board of the Singapore Prime Minister's Office. Financial Expertise - In addition to senior executive experience, she was a member of the Remuneration Committee and a former member of the Audit Committee of UPM Kymmene from April 2020 to March 2022 and is a current member of the Finance and Audit Committee and Chair of the Remuneration Committee of Seplat Energy plc. Board Experience - Service on the Company's Board of Directors since 2021. Currently also serves on the Board of National Energy System Operator since October 2025 and as a member of the People and Governance Committee and the Operational Effectiveness and Resilience Committee. Current service on the Board of Seplat Energy and as Chair of the Remuneration Committee from 2021 to present. Prior service on the Board of UPM Kymmene Oyj from March 2020 to April 2024. Prior service on the Puma Energy International and Severn Trent plc Boards as an Executive Director, Cookson Group plc, Alent plc, DCC plc Boards as an Independent Non-Executive Director between 2011 and 2021 and the Board of Graphene Manufacturing Group Ltd. from 2022 to November 2023. SALLY-ANNE LAYMAN Independent Director Age: 52 Director Since: November 2023 Board Committees: ​ Leadership Development and Compensation Career Highlights Sally-Anne Layman, 52, retired from Macquarie Group Limited where she was Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. Prior to that, Ms. Layman was a Mining Engineer at Mount Isa Mines, Production Engineer and Alternate Underground Manager at Great Central mines, Accountant at Normandy Yandal, and Management Accountant at Western Metals Limited. Ms. Layman holds a Bachelor of Engineering in Mining with Honors from Curtin University, a Bachelor of Commerce from the University of Southern Queensland, a First Class Mine Managers Certificate of Competency from the WA Department of Mines and Petroleum and she is a Certified Practicing Accountant. Director Qualifications: International Experience - Roles based in Australia, Canada and USA, and extensive experience, through directorships, in operations in PNG, West Africa, and New Zealand. Also involved in many global M&A and resource financing deals as an investment banker at Macquarie Bank. Ms. Layman has diverse international experience in the resources sector and financial markets. Executive Management Skills - Previous roles at Macquarie Group Limited, including as Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. Operational and Industry Expertise - Over 30 years of international experience in resources and corporate finance. She spent 14 years with Macquarie Group in a range of senior positions, including as Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. Prior to that, Ms. Layman was a Mining Engineer at Mount Isa Mines, Production Engineer and Alternate Underground Manager at Great Central Mines, Accountant at Normandy Yandal, and Management Accountant at Western Metals Limited. Compensation Expertise - Experience serving as the Chair of the Remuneration and Nomination Committee of Imdex Ltd, and as a member on the Remuneration & Nomination Committees of Beach Energy, Perseus Mining Ltd, and Gascoyne Resources Limited, including involvement in decisions related to compensation and benefits in senior executive roles. Health, Safety, Environmental, and Social Responsibility Experience - Director of Beach Energy Limited, Imdex Ltd, and PLS Ltd. and member and/or Chair of committees relating to Health, Safety, Environmental and/or Social Responsibility at Imdex Ltd and PLS Ltd and formerly a member of Beach Energy Limited Risk, Corporate Governance and Sustainability Committee and the Newcrest Mining Limited Safety and Sustainability Committee. Formerly Alternate Underground Manager at Great Central Mines. Board Experience - Service on Newmont's Board of Directors since 2023. Currently also serves on the Board of Beach Energy Limited since 2019, as Lead Independent Director since November 2025, as Chair of the Audit and Risk Committee and as a member of the Remuneration and Nomination Committee and former member of the Risk, Corporate Governance, and Sustainability Committee. On the Boards of Imdex Ltd. since 2017 as the Chair of the Remuneration and Nomination and the Sustainability Committees and former Chair of the Audit, Risk, and Compliance Committee and PLS Ltd since 2018 as a member and former Chair of the Sustainability Committee and as current Chair and a member of the Audit and Risk Committee. Previously served on the Board of Newcrest Mining Limited from 2020 to 2023. Previously also served on the Boards of Perseus Mining Limited and Gascoyne Resources Ltd. JOSÉ MANUEL MADERO Independent Director Age: 57 Director Since: April 2021 Board Committees: ​ Safety and Sustainability Career Highlights José Manuel Madero, 57, is the Founder and Managing Partner of Bizwp SC, a management consulting firm with a strong focus on advising companies in increasing Social/Financial Profitability based out of Mexico City. From 2015 to 2019, Mr. Madero served as Chief Executive Officer at Grupo Bepensa, a Mexican business conglomerate comprised of 40 companies across the industrial, automotive, financial services, and non-alcoholic and alcoholic beverage sectors and from 2005 to 2015, Mr. Madero held various senior management positions at Monsanto Company. Mr. Madero holds a Bachelor of Science in Mine Engineering from the Colorado School of Mines and a Master of Business Administration in Entrepreneurship and International Business Finance from FW Ollin Graduate School of Business at Babson College. Director Qualifications: Financial Expertise - Current member of the Audit Committee of Constellation Brands. Experience as a finance, strategy, and business development executive and consultant and prior service on the board of Vector Casa de Bolsa, a full-service broker dealer and wealth manager with specialized products and services designed for individual investors, companies, institutional funds, and government in Mexico, the U.S. and LATAM. Executive Management Skills - Former Chief Executive Officer, Grupo Bepensa, across the industrial, automotive, financial services, and non-alcoholic and alcoholic beverage sectors from February 2015 to February 2019. Prior to joining Grupo Bepensa, Mr. Madero served in a number of senior leadership roles at Monsanto Company and Grupo Pulsar. Mr. Madero has proven expertise in successfully running operations throughout Latin America, the United States, EMEA and Australia, while working effectively with local governments and communities to promote economic development. Mr. Madero also has extensive international business development, mergers and acquisitions, and supply chain experience. International Experience - Founder & Managing Partner of Bizwp SC which provides international finance, strategy, and business development consulting services. From 2005 to 2015, Mr. Madero held a series of senior management roles at Monsanto Company across multiple international locations and functions, including Vice President of International Business Development, President of EMEA (Europe, Middle East, Africa), President of Latin America North, Vice President of Commercial Operations for Latin America South and President of Australia and New Zealand, and was Global Vice President of Supply Chain of Seminis Vegetables Seeds. Operational and Industry Expertise - Served in engineering operations and superintendent roles with Grupo Mexico, the largest mining business conglomerate in Mexico and a worldwide copper producer. Health, Safety, Environmental, and Social Responsibility Experience - Extensive experience as a leader in global companies managing matters related to regulatory, policy, and social responsibility. Board Experience - Service on the Company's Board of Directors since 2021. Currently also serves on the Board of Constellation Brands, Inc. from 2019 to present and is a member of the Audit Committee. From July 2023 to March 2024, he served as the Interim Board Chair of Constellation Brands, Inc. RENÉ MÉDORI Independent Director Age: 68 Director since: April 2018 Board Committees: ​ Audit Career Highlights René Médori, 68, retired from Anglo American plc in 2018 where he was Finance Director since 2005. Until 2017, Mr. Médori was a non-executive director of De Beers and Anglo American Platinum Limited. He was a non-executive director of SSE plc until December 2017 and Cobham plc until January 2020. Mr. Médori holds a doctorate in economics and degrees in finance and economics from the Université de Paris-Dauphine, France, and completed the Financial Management Program at the Graduate School of Business, Stanford University. Director Qualifications: Financial Expertise - Current Chair of the Audit Committee of Vinci SA. Former Chair of Cobham plc and SSE plc Audit Committees. Significant financial and commercial expertise from capital intensive businesses, supplying products to the oil refining, steel, and mining industries and experience in international finance in the UK, Europe, and the US. Former Finance Director of The BOC Group plc. International Experience - Extensive international experience as a director of multiple international and multinational mining and energy companies, including Anglo American plc, Petrofac Ltd, SSE plc and The BOC Group plc. Operational and Industry Expertise - Extensive experience in the global energy and mining industries. Service as a director of Anglo American plc, a global mining company; as a director of Petrofac, a leading international service provider to the oil and gas production and processing industry; and as a director of SSE plc, a Scottish energy company headquartered in Perth, Scotland, United Kingdom. Health, Safety, Environmental and Social Responsibility Experience - Experience managing matters related to regulatory, policy and social responsibility. Board Experience - Service on the Company's Board of Directors since 2018. Currently also serves on the board of Vinci SA since 2018. Formerly served on the boards of Petrofac Ltd (January 2012 - November 2025), Cobham plc, (2017 - 2019) Anglo American plc (2005 - 2017), AngloGold Ashanti (JSE) (2005 - 2017), Anglo American Platinum (JSE) (2005 - 2017), SSE plc (2003 - 2012), and The BOC Group plc (2000 - 2005). JANE NELSON, CMG Independent Director Age: 65 Director Since: October 2011 Board Committees: ​ Safety and Sustainability (Chair) ​ Corporate Governance and Nominating Career Highlights Jane Nelson, 65, is Founding Director of the Corporate Responsibility Initiative at Harvard Kennedy School, and a nonresident senior fellow at the Global Economy and Development Program at the Brookings Institution. From 1993 to 2009, Ms. Nelson was a Director at the International Business Leaders Forum, and a senior advisor until 2013. Ms. Nelson is a former Senior Associate at the Institute for Sustainability Leadership, University of Cambridge and has served on advisory committees to over 45 global corporations, non-governmental organizations, and government bodies since 1992. Ms. Nelson holds a Master of Arts and Bachelor of Arts in Philosophy, Politics and Economics from the University of Oxford and a Bachelor of Science in Agriculture with a major in Economics (cum laude) from the University of Natal (now University of Kwazulu-Natal), South Africa, and is a former Rhodes Scholar. In 2024, she was appointed as a Companion of the Order of St Michael and St George (CMG) in the UK's New Year Overseas and International Honours List for her services to business and sustainability. Director Qualifications: International Experience - Former director at the International Business Leaders Forum; previously worked in the office of the United Nations Secretary-General with the UN Global Compact, and for the World Business Council for Sustainable Development in Africa, for FUNDES in Latin America, and as a Vice President at Citibank working in Asia, Europe, and the Middle East. Previously on the Economic Advisory Board of the International Finance Corporation (IFC), Leadership Council of the Initiative for Global Development, Co-Chair of the World Economic Forum's Global Future Council on Food Systems Innovation and member of Global Future Councils on Good Governance, Transparency and Anti-Corruption, and on International Governance, Public-Private Cooperation, and Sustainable Development. Health, Safety, Environmental, and Social Responsibility Expertise - Founding Director of Harvard Kennedy School's Corporate Responsibility Initiative. Former Co-Chair and Commissioner of the Business Commission to Tackle Inequality and a member of the World Business Council for Sustainable Development's Imperatives Advisory Board. Co-Chair of the World Economic Forum's Global Future Council on the Energy Nexus, and former member, World Economic Forum's Community of Climate Governance Experts. Editor-in-Chief of Cambridge University Forum on Corporate Climate Governance. Senior Fellow, Business Fights Poverty Institute. One of the five track leaders for the Clinton Global Initiative in 2009, leading the track on Developing Human Capital. Expertise in sustainability matters including service as an expert adviser and/or facilitator in the development of a variety of United Nations, World Bank, World Economic Forum, and other initiatives to develop and/or update global frameworks on responsible business conduct in areas ranging from respect for human rights to supporting the Sustainable Development Goals. Academic Experience - Founding Director, Corporate Responsibility Initiative, senior research fellow, and former adjunct lecturer in Public Policy, Kennedy School of Government, Harvard University. Former lecturer in executive education programs at Harvard Business School and Harvard's Advanced Leadership Initiative and visiting lecturer in sustainability for Schwarzman Scholars program at Tsinghua University. Nonresident senior fellow at the Brookings Institution and a former senior associate at Cambridge University's Institute for Sustainability Leadership. Is the author or editor of seven books and over 100 publications on corporate responsibility, sustainability, public private partnerships, and the role of business in global development, including the Academy of Management's 2015 Best Book Award in the Social Issues in Management Division. Industry Expertise - Previous service on ExxonMobil's External Sustainability Advisory Panel, GE's Sustainability Advisory Council; and Independent Advisory Panel, International Council on Mining and Metals Resource Endowment initiative; former external adviser to World Bank Group on social impacts in mining, oil, and gas sector. Board Experience - Service on the Company's Board of Directors since 2011. Currently also serves on the Board of South32 since May 2023. Prior service on the Board of the Abraaj Group, FSG, SITA (now part of SUEZ group), and the World Environment Center (now an Emeritus Director). JULIO M. QUINTANA Independent Director Age: 66 Director Since: October 2015 Board Committees: ​ Leadership Development and Compensation (Chair) ​ Corporate Governance and Nominating Career Highlights Julio M. Quintana, 66, retired from Tesco Corporation in 2014 as President and Chief Executive Officer and as a Director from September 2004 to May 2015. From 2004 to 2005, Mr. Quintana served as Tesco's Executive Vice President and Chief Operating Officer. From 1999 to 2004, Mr. Quintana served in various executive roles for Schlumberger Technology Corporation. Prior to joining Schlumberger, Mr. Quintana spent nearly 20 years in the oil and gas exploration and production business in various operational roles for Unocal Corporation. Mr. Quintana holds a Bachelor of Science degree in Mechanical Engineering from the University of Southern California, Los Angeles and is a licensed professional petroleum engineer in the State of California. Director Qualifications: CEO/Executive Management Skills - Experience as former President and Chief Executive Officer of Tesco Corporation, a public company listed on NASDAQ, and other executive management positions noted above. Operational and Industry Expertise - Over 40 years of experience in various aspects of the oil and gas exploration and production industry, including strong experience in upstream operations, a deep understanding of drilling and asset management technologies as former President and Chief Executive Officer and as Executive Vice President and Chief Operating Officer of Tesco Corporation, former Vice President of Exploitation of Schlumberger and as a current director of SM Energy since 2006. International Experience - Extensive senior executive experience working with multinational drilling and exploration operations, including with Tesco Corporation and Schlumberger. Prior to Schlumberger, worked for almost 20 years in various operational roles for Unocal Corporation, a global petroleum exploration and production company. Technology and Innovation Expertise - Experience in senior operating and exploration roles. Served as chair of Newmont's former Advisory Innovation and Technology Committee in 2019 and 2020, which assisted with matters of innovation and technology in support of the Company's strategy and initiatives. Received a certificate in cyber-risk oversight from National Association of Corporate Directors. Financial Experience - Extensive financial management experience in senior executive roles and as a member of the Audit Committee for SM Energy, Basic Energy Services and California Resources Corporation. Compensation Expertise - Experience serving as a member and current Chair of the Company's Leadership Development and Compensation Committee and as a member of SM Energy's and Basic Energy's Compensation Committees. Participation in compensation, benefits, and related decisions in senior executive, public company roles. Board Experience - Service on the Company's Board of Directors since October 2015. Current service on the Board of SM Energy Company since January 2006 including as Chairman since May 2023; and on the Board of Calumet, Inc. since June 2025. Former Chair of Basic Energy Services (Director December 2016 to October 2021 and Chair from September 2019 to October 2021). Former director of Tesco Corporation and California Resources Corporation. DAVID T. SEATON Independent Director Age: 64 Director Since: April 2025 Board Committees: Audit Career Highlights David T. Seaton, 64, retired from Fluor Corporation as Chair and Chief Executive Officer in 2019. He became CEO and joined Fluor's Board of Directors in February 2011 and was elected to the role of Chair of the Board in February 2012. Prior to that, Mr. Seaton held numerous positions in both operations and sales globally since joining Fluor Corporation in 1985, including as Chief Operating Officer. Mr. Seaton holds a Bachelor of Arts Degree and an Honorary Doctoral Degree in Business Administration and Management from the University of South Carolina, is a graduate of the Thunderbird School of Global Management International Management Program, and Wharton School of the University of Pennsylvania Advanced Management Program. Director Qualifications: CEO/Executive Management Skills - Extensive senior executive experience as former Chair and Chief Executive Officer of Fluor Corporation, a multinational engineering and construction company, and various other leadership roles. Large-Scale Project Development Expertise - Over 30 years of experience in the global engineering construction industries, including in various roles with Fluor Corporation. He also served as a senior advisor for the Boston Consulting Group's Infrastructure Practice and 8VC Enterprises LLC. International Experience - Extensive senior executive experience working on global engineering and construction as the former Chief Executive Officer and Chief Operating Officer of Fluor Corporation. He has served in leadership positions of numerous business associations, including the Business Roundtable, the International Business Council, the American Petroleum Institute, and the U.S.-Saudi Arabian Business Council. Financial Expertise - Extensive financial management experience in senior executive roles and as a member of the Audit Committee for The Mosaic Company. Global capital project experience in executive roles. Health, Safety, Environmental, and Social Responsibility Experience - Experience managing matters related to regulatory, policy, and social responsibility in executive roles. Currently the Public Policy, Safety, and Environment Committee Chair of Conoco Phillips. Former Chair of the National Association of Manufacturers and the National Board of Governors of the Boys and Girls Clubs of America. Prior service on Public Policy and Sustainability Committee of ConocoPhillips. Board Experience - Service on the Company's Board of Directors since April 2025. Also serves on the Boards of Directors of ConocoPhillips, one of the world's largest independent energy & petroleum companies since March 2020 and The Mosaic Company, one of the world's leading integrated producers of concentrated phosphate and potash, since April 2009. Prior service on the board of Fluor Corporation from February 2011 to May 2019, having served as Chair from February 2012 to May 2019. NATASCHA VILJOEN President and Chief Executive Officer Age: 55 Director Since: January 2026 Board Committees: ▶ Executive-Finance Career Highlights Natascha Viljoen, 55, is President and Chief Executive Officer and joined Newmont's Board of Directors on January 1, 2026. Ms. Viljoen was promoted to President and Chief Operating Officer in May 2025, having previously served as Executive Vice President and Chief Operating Officer since October 2023. As President, she led the Company's global operations, projects and studies, and health, safety, security, and environmental teams, while driving strong operating results and guiding Newmont's strategic direction. Prior to joining Newmont, Ms. Viljoen served as Chief Executive Officer of Anglo American Platinum (now Valterra Platinum) in South Africa from 2020, having previously held operating and technical positions within the organization, including Group Head of Processing. She also spent six years at Lonmin, serving on the executive committee as Executive Vice President of Processing with responsibility for sustainability and other corporate functions. Ms. Viljoen holds an Executive MBA from the University of Cape Town and a Bachelor of Engineering from North-West University in South Africa. Director Qualifications: CEO/Executive Management Skills - Currently serving as Newmont's President and Chief Executive Officer. Extensive leadership experience in prior roles with Newmont and previously Chief Executive Officer with Anglo American Platinum (now Valterra Platinum) and a member of the Anglo American plc Group Management Committee. Held leadership positions at Anglo American, BHP and Lonmin, earning a reputation for safety leadership, operational discipline, and building high-performance teams. Operational and Industry Expertise - More than 30 years of international mining experience with senior leadership roles across multiple commodities and continents. Has worked in diverse roles leveraging processing activities as an integral part of the value chain, focusing on near-term cash generation and long-term sustainable value creation. Brings hands-on experience working with operators and maintainers in mining and processing, including at Lonmin where she served on the executive committee as Executive Vice President of Processing. Demonstrated track record of delivering sustainable value by unlocking value of mineral endowments through intelligent plant technologies and step-change innovations. International Experience - Extensive senior executive experience working with multinational mining operations in South Africa, Zimbabwe, Botswana, Ghana, Mexico, Suriname, Canada, USA, Australia, Papua New Guinea, Peru, Brazil, Chile, and Argentina. Health, Safety, Environmental, and Social Responsibility Experience - Strong commitment to improving safety and productivity through implementation of safety culture programs. Passionate leader in numerous safety and environmental initiatives and for the advancement of the role of mining as a force for good. Labor and Compensation Expertise - Extensive labor relations and compensation experience in various senior executive roles including responsibility for managing a team of more than 25,000 employees and six owned and joint venture mining operations with an integrated value chain and down-stream processing across two countries. Since joining Newmont as Chief Operating Officer in 2023, has overseen all of the Company's operations, with a focus on integration of acquired assets, portfolio optimization, and talent development across the Company's global footprint. Board Experience - Service on the Company's Board of Directors since January 2026. Former service on the Boards of Anglo American Platinum from April 2020 to September 2023 and Kumba Iron Ore from February 2016 to March 2017. Independence of Directors The Board affirmatively determines the independence of each Director. For each individual deemed to be independent, the Board has determined (a) that there is no relationship with the Company, or (b) the relationship is immaterial. The Board has considered the independence standards of the New York Stock Exchange and adopted the additional categorical independence standards described below. The Board has determined the relationships that fall within the standards described in its independence standards are categorically immaterial. As such, provided that no law, rule, or regulation precludes a determination of independence, the following relationships are not considered to be material relationships with the Company for purposes of assessing independence: service as an officer, executive director, employee, or trustee or greater than five percent beneficial ownership in: (i) a supplier of goods or services to the Company if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater; (ii) a lender to the Company if the total amount of the Company's indebtedness is less than one percent of the total consolidated assets of the lender; (iii) a charitable organization if the amount of the Company's total annual charitable contributions to the organization is less than $1 million or two percent of that organization's total annual gross receipts (excluding any amounts received through the Company's employee matching program for charitable contributions), whichever is greater; or (iv) any relationship arising out of a transaction, or series of transactions, in which the amount involved is less than $120,000 in aggregate during the last three years. For the avoidance of doubt, the foregoing is intended to identify certain (but not all) relationships which are not considered material relationships for purposes of assessing independence. Any relationships falling outside of those categories are not necessarily deemed material, but rather they will be specifically considered by the Corporate Governance and Nominating Committee and the Board in connection with individual independence determinations. In making its independence determinations, the Board specifically considered the circumstances described below. Mr. Boyce serves as the Chair of the advisory board for the University of Arizona's Lowell Institute for Mineral Resources. Mr. Boyce is not an employee of the Lowell Institute, and the advisory board is not compensated for such service. The Company donated less than $1,000,000 to the Lowell Mineral Institute in the three most recent fiscal years. Mr. Boyce's appointment to the advisory board was not related to Newmont's donations or involvement. The Company's donation reflects its interest in promoting technological mining research and advancing the sustainable development of mineral resources. The relationship with the Lowell Institute meets the NYSE categorical independence standard, which provides that donations do not constitute payments to tax exempt organizations for purposes of this standard, provided that a company discloses any payments to any organization where its director serves as an executive officer if the total amount of the Company's annual charitable contributions to the organization is less than $1 million or two percent of that organization's total annual gross receipts, whichever is greater. The Corporate Governance and Nominating Committee and the Board have considered these circumstances and determined that the donation does not constitute a material relationship with the Company that would affect independence, and that no employment relationship or other financial, personal or other relationship exists that might influence a reasonable person's objectivity. Ms. Layman serves as a non-executive director at Imdex Limited ("Imdex"), which, indirectly through its subsidiaries, provides certain mining and drilling technology solutions to the Company. Ms. Layman is not an employee of Imdex. The relationship with Imdex was considered by the Corporate Governance and Nominating Committee and the Board and determined to meet the NYSE categorical independence standard, which provides that service as an employee of a supplier of goods or services is not considered to be a material relationship for purposes of assessing independence if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater. Given that the relationship arises only as a result of Ms. Layman's position as an independent director and that no employment relationship or other financial, personal or other relationship exists that might influence a reasonable person's objectivity, the Corporate Governance and Nominating Committee and the Board determined that the relationship was not material for independence purposes. Mr. Brook serves as a non-executive director at Dyno Nobel Limited (formerly known as Incitec Pivot Limited), which, indirectly through its subsidiaries and joint ventures, engages in commercial transactions with the Company related to the supply of explosives. Mr. Brook is not an employee of Dyno Nobel Limited. The relationship was considered by the Corporate Governance and Nominating Committee and the Board and determined to meet the categorical NYSE independence standard, which provides that service as an employee of a supplier of goods or services is not considered to be a material relationship for purposes of assessing independence if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater. Given that the relationship arises only as a result of Mr. Brook's position as an independent director and that no employment relationship or other financial, personal, or other relationship exists that might influence a reasonable person's objectivity, the Corporate Governance and Nominating Committee and the Board determined that the relationship was not material for independence purposes. Ms. Nelson serves as a non-executive director at South32, which is a producer of bauxite, alumina, aluminum, copper, silver, lead, zinc, nickel, metallurgical coal, and manganese at certain operations in Australia, Southern Africa, and South America. Ms. Nelson is not an employee of South32. The relationship with South32 meets the NYSE categorical independence standard and was considered by the Corporate Governance and Nominating Committee and the Board. Certain mining leases at Newmont's Boddington operations are held by the Worsley Joint Venture, which is owned by South32, and subleased to the Company. Such lease arrangements predate Ms. Nelson's appointment to both the Newmont and South32 Board, and she receives no direct or indirect benefit from such arrangement. In 2025, Newmont made payments to the Worsley JV related to the waiver of certain rights within the cross-operational agreement that confers priority to the bauxite operations at the Boddington mine. The Corporate Governance and Nominating Committee has considered this relationship and determined that South32 has not received payments from the Company exceeding 2% of gross revenues of South32 in any of the last three fiscal years. To the extent that any transactions with or related to South32 are considered by the Board, Ms. Nelson will abstain from voting on the matter and recuse herself from any such session to ensure no conflict. Given that the relationship arises only as a result of Ms. Nelson's position as an independent director and that no employment relationship or other financial, personal, or other relationship exists that might influence a reasonable person's objectivity, the Corporate Governance and Nominating Committee and the Board determined that the relationship was not material for independence purposes. Based on the foregoing analysis, the Board has determined that all current members of the Board, other than the President and Chief Executive Officer, are independent. The Board has determined that the following nominees for election pursuant to Proposal One are independent: Gregory H. Boyce Emma FitzGerald Jane Nelson Bruce R. Brook Sally-Anne Layman Julio M. Quintana Maura J. Clark Jos é Manuel Madero David T. Seaton Harry M. (Red) Conger Ren é M é dori Natascha Viljoen, our President and Chief Executive Officer, is the only current director who is not deemed independent in accordance with the NYSE Rules due to her role as Newmont's President and Chief Executive Officer. In addition, the Board determined that Philip Aiken AM and Susan N. Story, who served as directors until April 30, 2025, were independent during the time they served as directors. COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE Attendance at Meetings During 2025, the Board of Directors held 10 meetings and Committees of the Board held a total of 24 meetings. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served). Overall attendance by incumbent Director nominees at meetings was 98%. Attendance virtually by telephone, video conference, or other remote manner has been permitted at the discretion of the Corporate Governance and Nominating Committee. It is the policy and practice of Newmont that nominees for election at the Annual Meeting of Stockholders attend the meeting. All of the Board members at the time of the 2025 Annual Meeting of Stockholders attended the meeting virtually and were available through the virtual meeting platform to respond to stockholder questions during the Annual Meeting. Executive Sessions of the Board Each Board meeting typically includes the President and CEO meeting in executive session with fellow directors without other members of management or the executive leadership team present. Additionally, an executive session of our independent directors is held during each regularly scheduled Board meeting later in the meeting, without any members of Newmont's management present, including the CEO. These executive sessions promote an open dialogue and discussion of matters in a manner that is independent of management. Independent director executive sessions were held at each regularly scheduled meeting in 2025. Board Committees The Board of Directors has, in addition to other committees, Audit, Leadership Development and Compensation, Corporate Governance and Nominating, and Safety and Sustainability Committees. All members of these four Committees are independent, as defined in the listing standards of the New York Stock Exchange and Newmont's Corporate Governance Guidelines. The current members of these Committees and the number of meetings held in 2025 are shown on the following pages. Other Committees In addition to the four core Board committees, Newmont's By-Laws also established the authority of the Executive-Finance Committee to support the Board in the execution of its duties and responsibilities. The Executive-Finance Committee meets on an as-needed basis and performs transaction, expense and project reviews and also provides administrative approvals between regular meetings of the Board. This Committee is chaired by the Chair of the Board, Mr. Boyce, and its members include the Chair of the Audit Committee, Mr. Brook, and the President and Chief Executive Officer, Ms. Viljoen. Committee Memberships Membership below is reflected as of March 2026. Functions of the Committee ​ assists the Board in its oversight of the integrity of the Company's financial statements ​ assists the Board in its oversight of the Company's compliance with legal and regulatory requirements and corporate policies and controls, including controls over financial reporting, computerized information systems, cybersecurity and artificial intelligence risks ​ provides oversight of the Company's intern...

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