Compensation Discussion & Analysis

 The Board recommends a vote FOR approval of the advisory vote on executive compensation.

An authentic partnership culture is Barrick’s most distinctive and sustainable competitive advantage. We are a Company of owners who take responsibility, hold each other accountable, work with a sense of urgency, and always seek to improve.

Compensation at Barrick rewards execution on our over-arching vision: to be the world’s most valued gold mining business by finding, developing, and owning the best assets, with the best people, to deliver sustainable returns for our owners and partners. In keeping with our partnership culture, we have created a compensation system in consultation with our shareholders that is designed to drive deep emotional and financial ownership among our Executive Chairman and Named Partners, now and over the long-term. This has helped reinvigorate the partnership culture that drove Barrick’s early success. Our leaders are not merely aligned with owners – they are owners.

Key highlights of our compensation system:

  • A significant portion of executive compensation is long-term in nature, in the form of Barrick Shares or units that convert into Barrick Shares.
  • Leaders must hold these securities as long as they remain with the Company, far exceeding the holding requirements of our peers and the broader market.
  • Performance is evaluated based on short-term and long-term measures chosen to drive the highest levels of performance and execution, and disclosed to our shareholders in advance of each year.
  • We aim to attract, retain, and motivate exceptional talent.

The following sections provide an overview of our approach to compensation for our 2018 NEOs, the compensation decisions that we made based on performance, as well as the processes and safeguards we have in place to ensure that our compensation programs do not encourage unnecessary and excessive risk-taking.

2018 Named Executive Officers

This Circular reports the compensation paid to our NEOs in 2018, prior to the completion of the Merger. In 2018, our NEOs were:

John L. Thornton Executive Chairman
Kelvin P.M. Dushnisky President (until August 31, 2018)
Kevin J. Thomson Senior Executive Vice-President, Strategic Matters
Catherine P. Raw Executive Vice-President & Chief Financial Officer (until December 31, 2018)
Mark F. Hill Chief Investment Officer (until December 31, 2018)
In this Circular, we refer to our former President; Senior Executive Vice-President, Strategic Matters; former Executive Vice-President and Chief Financial Officer; and former Chief Investment Officer as Named Partners. The Executive Chairman is an NEO but not a partner.