Managing Compensation Risks

We regularly monitor the risks associated with our executive compensation plans, programs, policies, and decisions. In 2018, the Compensation Committee was presented with the results of a comprehensive compensation risk assessment conducted by Pay Governance, which confirmed that Barrick has strong incentive governance practices and an executive compensation structure that is well-balanced. The assessment also confirmed that our executive compensation plans and programs do not encourage unnecessary and excessive risk-taking and do not create significant risks that are reasonably likely to have a material adverse effect on Barrick.

What we do

  • We pay for performance
  • We ensure that the long-term interests of our directors and management are one and the same
  • We balance short-term and long-term incentive compensation for our Named Partners
  • We cap incentive plan payouts for our Named Partners
  • We stress-test incentive compensation programs, awards, and payouts
  • We maintain industry-leading minimum share ownership requirements for our Named Partners
  • We maintain a robust Clawback Policy
  • We design our compensation plans to mitigate undue risk-taking
  • We mandate double-trigger Change in Control provisions for all long-term incentive awards
  • We regularly review compensation
  • We hold an annual advisory vote on executive compensation
  • We regularly and proactively engage with our shareholders and continuously use their feedback to refine our compensation practices

What we do not do

  • We do not guarantee incentive compensation
  • We do not re-price equity-based incentive compensation awards
  • We do not provide tax gross ups in connection with Change in Control severance payments
  • We do not permit hedging of our Company’s equity-based long-term incentive compensation and personal share ownership
  • We do not grant deferred cash incentives to our Partners

Enhanced Clawback Policy

Barrick has adopted an Incentive Compensation Recoupment Policy (Clawback Policy) that goes beyond the yet-to-be implemented provisions of the U.S. Dodd-Frank Act. Under the Clawback Policy, we may recoup certain incentive compensation paid to our Executive Chairman, Named Partners, other Partnership Plan participants, former executive officers, and certain other officers and employees (a Covered Person) in cases of a material financial restatement which improperly resulted in the overpayment of incentive compensation. The Clawback Policy provides that in the event of a restatement of financial results due to material non-compliance with any financial reporting requirement under applicable securities laws, other than as a result of a change in accounting principles or securities laws, the Board may seek to recoup excess incentive compensation which was paid or granted upon the achievement of certain financial results in the 36-month period preceding the date of the restatement, to the extent that the amount of such compensation would have been lower if the financial results had been properly reported. In the case of our Executive Chairman, Named Partners, and Partnership Plan participants, the Clawback Policy applies regardless of whether the individual engaged in wrongful conduct that caused or was a significant contributing factor to the need for the restatement.

As a result of an amendment to our Clawback Policy in February 2017, the Clawback Policy now also allows for the recoupment of incentive compensation from Covered Persons, where the Board determines that wrongful conduct (fraud, dishonesty, or gross negligence) has occurred which resulted in a Covered Person improperly achieving certain performance targets and receiving or realizing a higher amount of incentive compensation than such Covered Person would have otherwise been entitled to receive or realize. Recoupment can be sought for a period of 36 months from the date on which the wrongful conduct occurred. A copy of our Clawback Policy is available on our website at www.barrick.com/about/governance.

NEO Share Ownership Requirements

Our partnership culture requires that our Executive Chairman and partners be owners; we expect them to have a high degree of financial and emotional ownership in the Company. Share ownership is a core attribute of our culture and something that all of our partners embrace. Reflecting this philosophy, Barrick has implemented share ownership requirements for the Executive Chairman (four times salary), President and Chief Executive Officer (ten times salary), and all Senior Executive Vice-Presidents and Executive Vice-Presidents (five times salary). In addition, share ownership requirements extend to other Partnership Plan participants, including Senior Vice-Presidents, Vice-Presidents, Executive Directors, and General Managers (one-and-a-half to two-and-a-half times salary). All Partnership Plan participants have five years from the date they become a partner to meet the share ownership requirements.

Barrick Shares held by our Named Partners, Barrick Shares purchased through Barrick’s BSPP, Barrick Shares held in trust, unvested RSUs, and unvested PGSUs are counted towards satisfying share ownership requirements. Stock options do not count towards these requirements. The share ownership requirement for the Executive Chairman is evaluated annually on December 31. The share ownership requirement for our Partners is evaluated at least once per year on December 31 and may also be evaluated following the annual LTI granting cycle in February after the end of the most recently completed financial year.

In the table below, share ownership has been evaluated as at year-end on December 31, 2018 and March 1, 2019 to take into consideration the long-term incentive grants that were made to our Named Partners in February 2019 for 2018 performance. Mr. Thornton exceeds his share ownership requirement, with a total Barrick Share ownership position of 5,000,000 Barrick Shares worth over 24 times his base salary as at March 1, 2019. All Named Partners have met their share ownership requirements as at March 1, 2019.

2018 Requirement Actual Share Ownership Details for NEOs(1)
Name and Principal Position Multiple
of Salary(2)
Date Value of Barrick Shares
(# of Barrick
Shares)
Value of PGSUs Subject to Vesting
(# PGSUs)
Value of RSUs Subject to Vesting
(# RSUs)
Value of DSUs
(# DSUs)
Value of Total Ownership(1)
(# Total)
Total Share Ownership Multiple of Salary(2)
John L. Thornton
Executive Chairman(3)
4x December 31, 2018 $67,700,000
(5,000,000)
Nil
(Nil)
Nil
(Nil)
$15,625
(1,154)
$67,715,625
(5,001,154)
27.1x
March 1, 2019 $61,550,000
(5,000,000)
Nil
(Nil)
Nil
(Nil)
$14,206
(1,154)
$61,564,206
(5,001,154)
24.6x
Kevin J. Thomson
Senior Executive Vice-President, Strategic Matters(4)
5x December 31, 2018 $1,606,088
(118,618)
$2,675,057
(197,567)
Nil
(Nil)
Nil
(Nil)
$4,281,145
(316,185)
6.2x
March 1, 2019 $1,470,503
(119,456)
$4,131,802
(335,646)
Nil
(Nil)
Nil
(Nil)
$5,602,305
(455,102)
7.5x
Catherine P. Raw
Former Executive Vice-President and Chief Financial Officer(5)
5x December 31, 2018 $993,186
(73,352)
$2,377,841
(175,616)
Nil
(Nil)
Nil
(Nil)
$3,371,027
(248,968)
4.9x
March 1, 2019 $902,963
(73,352)
$3,860,059
(313,571)
Nil
(Nil)
Nil
(Nil)
$4,763,022
(386,923)
7.0x
Mark F. Hill
Former Chief Investment Officer(6)
5x December 31, 2018 $260,929
(19,271)
$1,145,687
(84,615)
$1,295,616
(95,688)
Nil
(Nil)
$2,702,232
(199,574)
3.9x
March 1, 2019 $239,479
(19,454)
$2,580,262
(209,607)
$1,184,542
(96,226)
Nil
(Nil)
$4,004,283
(325,287)
5.9x
  1. The value of Barrick Shares, PGSUs, RSUs, and DSUs is based on the closing price of Barrick Shares on the NYSE on December 31, 2018 ($13.54) and March 1, 2019 ($12.31).
  2. For the purposes of determining the share ownership requirements as at December 31, 2018, the 2018 pre-tax base salary has been used for Messrs. Thornton ($2,500,000), Thomson (Cdn $900,000), Hill (Cdn $900,000), and Ms. Raw (Cdn $900,000). For the purposes of determining the share ownership requirements as at March 1, 2019, the 2019 pre-tax base salary has been used for Messrs. Thornton ($2,500,000), Thomson (Cdn $995,000), Hill (Cdn $900,000), and Ms. Raw (Cdn $900,000). For Messrs. Thomson and Hill and Ms. Raw, 2018 annual base salaries were converted from Canadian dollars to U.S. dollars based on the annual average exchange rate reported by the Bank of Canada (1.2957); 2019 annual base salaries were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average rate of exchange on March 1, 2019 (1.3260).
  3. As at March 1, 2019, Mr. Thornton owns 3,985,219 Barrick Shares directly, 59,970 Barrick Shares indirectly through a Rollover IRA, and 500,000 Barrick Shares indirectly through a Grantor Retained Annuity Trust. Mr. Thornton also exercises control or direction over 240,600 Barrick Shares held in the names of his wife and children. In addition, 214,211 Barrick Shares are held in family trusts for the benefit of Mr. Thornton’s children and for which his wife is the trustee. Mr. Thornton does not have beneficial interest in or control over these Barrick Shares held in trust. On March 25, 2019, Mr. Thornton used 51% of the after-tax value of his LTI award ($5,976,862) to purchase 215,000 Barrick Shares which are subject to a holding period until the later of: (a) three years following the date of purchase, and (b) the date Mr. Thornton retires or leaves the Company. Following these purchases, Mr. Thornton’s total share ownership position increased to 5,215,000 Barrick Shares, which is nearly 29 times his base salary as at March 28, 2019.
  4. Mr. Thomson holds 119,456 Barrick Shares directly.
  5. Ms. Raw holds 73,352 Barrick Shares directly.
  6. Mr. Hill holds 19,454 Barrick Shares directly.