Summary Compensation Table

The table below summarizes the compensation of our NEOs for the three financial years ended December 31, 2018, 2017, and 2016(1). Our 2018 NEOs are our Executive Chairman; former President; Senior Executive Vice-President, Strategic Matters; former Executive Vice-President and Chief Financial Officer; and former Chief Investment Officer. The key factors necessary to understand the compensation summarized in the following table are described under “Compensation Discussion & Analysis” and in the footnotes to this table.

Non-Equity Incentive Plan Compensation (f)
Name and Principal Position
(a)
Year
(b)
Salary
(c)
Share-Based Awards(2)
(d)
Option-Based Awards(3)
(e)
Annual Incentive Plans
(f1)
Long-Term Incentive Plans(4)
(f2)
Pension Value(5)
(g)
All Other Compen-sation(6)
(h)
Total Compen-sation
(i)
John L. Thornton
Executive Chairman(7)
2018
2017
2016
2,500,000
2,500,000
2,500,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
9,735,000
4,341,000
5,320,000
375,000
375,000
375,000
249,994
484,478
307,198
12,859,994
7,700,478
8,502,198
Kelvin P.M. Dushnisky
Former President(8)
2018
2017
2016
617,440
924,120
905,760
Nil
2,285,280
2,466,288
Nil
Nil
Nil
926,160
693,090
1,412,986
Nil
Nil
Nil
92,616
242,582
347,812
174,806
82,752
77,180
1,811,022
4,227,823
5,210,026
Kevin J. Thomson
Senior Executive Vice-
President, Strategic
Matters(9)
2018
2017
2016
694,620
693,090
679,320
1,865,160
1,571,130
1,541,430
Nil
Nil
Nil
1,667,088
1,455,489
1,671,127
Nil
Nil
Nil
354,256
322,287
352,567
33,266
35,263
34,981
4,614,390
4,077,259
4,279,425
Catherine P. Raw
Former Executive Vice-
President and Chief
Financial Officer(10)
2018
2017
2016
681,757
616,080
603,840
1,865,160
1,396,560
1,370,160
Nil
Nil
Nil
1,667,088
1,386,180
1,485,446
Nil
Nil
Nil
352,327
300,339
313,393
56,852
45,103
118,383
4,623,184
3,744,262
3,891,222
Mark F. Hill
Former Chief
Investment Officer(11)
2018
2017
2016
668,893
539,070
162,234
1,695,600
1,901,800
747,000
Nil
Nil
Nil
1,833,797
1,132,047
Nil
Nil
Nil
377,400
375,404
250,668
80,945
46,173
36,795
309,062
4,619,866
3,860,380
1,676,641
  1. All compensation is paid in Canadian dollars and reported in U.S. dollars, except for compensation paid to Mr. Thornton which is paid and reported in U.S. dollars. The rate of exchange used to convert Canadian dollars to U.S. dollars is the annual average exchange rate reported by the Bank of Canada for the relevant year. The annual average exchange rates reported by the Bank of Canada are: 2018 – 1.2957; 2017 – 1.2986; and 2016 – 1.3248.
  2. The figures shown reflect the grant date fair value of PGSUs and RSUs approved by the Compensation Committee for the specified fiscal years. PGSUs granted on February 11, 2019 were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average rate of exchange: i.e., February 8, 2019: 1.3270. PGSUs granted on February 13, 2018 were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average rate of exchange: i.e., February 12, 2018: 1.2603. PGSUs granted on February 14, 2017 were converted from Canadian dollars to U.S. dollars at the Bank of Canada closing rate of exchange on the first trading day following the expiration of the Blackout Period: i.e., February 21, 2017: 1.3138. For RSUs granted October 24, 2017, the exchange rate used was the Bank of Canada daily average rate of exchange on the last trading day preceding the date of grant: i.e., October 23, 2017: 1.2644. For RSUs granted October 25, 2016, the exchange rate used was the Bank of Canada closing rate of exchange on the last trading day preceding the date of grant: i.e., October 24, 2016: 1.3386. Grant date fair value is determined by multiplying the number of PGSUs or RSUs, as applicable, by the closing share price of Barrick Shares on the TSX on the day preceding the grant date or, for PGSUs only, if the grant date occurs during a Blackout Period, the number of PGSUs is determined by the greater of the closing share price of Barrick Shares on the TSX on the first trading day following the expiration of the Blackout Period or the date preceding the grant date. These compensation fair values are the same as those used for accounting purposes. The following table summarizes the PGSUs and RSUs granted to the NEOs for the last three fiscal years.

    Grants of Share-Based Awards (2016 – 2018)

    *Sign-on grant
    Name Grant Date Number of PGSU Awards
    Number of RSU Awards
    John L. Thornton February 11, 2019
    February 13, 2018
    February 14, 2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Kelvin P.M. Dushnisky February 13, 2018
    February 14, 2017
    172,352
    122,496
    Nil
    Nil
    Kevin J. Thomson February 11, 2019
    February 13, 2018
    February 14, 2017
    136,968
    118,492
    76,560
    Nil
    Nil
    Nil
    Catherine P. Raw February 11, 2019
    February 13, 2018
    February 14, 2017
    136,968
    105,327
    68,053
    Nil
    Nil
    Nil
    Mark F. Hill February 11, 2019
    February 13, 2018
    October 24, 2017*
    October 25, 2016*
    124,516
    83,783
    Nil
    Nil
    Nil
    Nil
    48,972
    45,270

    PGSUs vest 33 months from the date of grant and the after-tax value of PGSUs is used to purchase Barrick Shares in the open market, which Barrick Shares are subject to restrictions on sale. PGSUs are further described in “2018 Compensation of our Named Partners – Performance Granted Share Units (PGSUs)”. The 2016 and 2017 RSUs granted to Mr. Hill as part of his hiring package vest and become payable 33 months from the date of grant. Upon vesting, the after-tax value will be used to purchase Barrick Shares that are required to be held until he retires or leaves the Company. Additional RSUs are credited to reflect dividends paid on Barrick Shares. The RSUs are further described in Schedule D of this Circular.

  3. We have ceased granting stock options to executives to further underscore long-term ownership as the basis of our long-term incentive awards.
  4. The amounts shown reflect long-term incentive awards or the portion of API or short-term incentive (STI) awards that were paid to executives on the condition that they use the award to purchase After-Tax Shares which cannot be sold or otherwise disposed of until the later of: (a) three years from the date of purchase, and (b) the date the executive retires or leaves the Company, as applicable. Additional restrictions may apply. The requirement to use all or a part of the API award to purchase Barrick Shares is determined annually at the discretion of the Compensation Committee. Long-term incentives included in this column reflect those that are awarded pursuant to the Executive Chairman LTI arrangement, as described in “2018 Compensation of Named Executive Officers – 2018 Compensation of the Executive Chairman”.
  5. The figures shown represent employer contributions pursuant to the Executive Retirement Plan for compensation (earned in 2018). Employer contributions to the Executive Retirement Plan with respect to the API award earned for the year ended December 31, 2018 are made in March of the following year. No above-market or preferential earnings are credited on any contributions. Executive Retirement Plan values are denominated in Canadian dollars and are converted to U.S. dollars using the annual average exchange rate reported by the Bank of Canada for each respective year, except the contributions made for Mr. Thornton which are made and reported in U.S. dollars. See “Executive Retirement Plans” for further details.
  6. The amounts disclosed in All Other Compensation represent the dollar value of various benefit plan costs and insurance premiums paid by the Company on behalf of the respective NEO; taxable allowances and/or reimbursements for certain benefits and perquisites made available to our NEOs, such as a leased vehicle or car allowance, financial counselling or tax preparation services, parking, executive medical benefits, scholarships for dependent children, ground and air transport, and other compensation not reported in any other column of the Summary Compensation Table, such as cash-based on-hire awards, as applicable. The benefits and perquisites for each NEO are denominated in U.S. dollars using the Bank of Canada annual average exchange rates for each applicable year. In 2018, Messrs. Thornton, Dushnisky, Hill and Ms. Raw received benefits and perquisites in excess of Cdn $50,000. 2018 benefits and perquisite details, including those that represent more than 25% of the total value individually reportable, are as follows:
    • Mr. Thornton received $249,994 in benefits and perquisites, including life insurance, accidental death and dismemberment (AD&D) coverage, executive disability premiums of $136,926, and personal use of our corporate aircraft for commuting purposes. The incremental cost to Barrick for Mr. Thornton’s personal use of the Barrick aircraft for commuting trips to and from our Toronto head office in 2018 was $84,877. In determining this incremental cost, Barrick calculates the direct variable operating costs for our aircraft, including aircraft fuel, ground and landing fees, crew travel expenses, catering and incremental costs associated with any “deadhead” legs. Since our aircraft is used predominantly for business travel, Barrick does not include fixed costs unaffected by usage, such as annual crew salaries, aircraft acquisition costs, hangar fees, maintenance costs, and insurance. The aggregate incremental cost for personal commuting is determined by multiplying the variable operating cost per hour by the number of hours the aircraft is used for commuting trips. Barrick does not bear any incremental costs associated with non-Barrick related business travel or personal travel (other than commuting trips to and from the Toronto head office) as these amounts are reimbursed by Mr. Thornton.
    • Mr. Dushnisky received $174,806 in benefits and perquisites until the effective date of his resignation from the Company. These benefits and perquisites included the purchase for Mr. Dushnisky of his leased vehicle upon his resignation for $92,066.
    • Mr. Thomson received $33,266 in benefits and perquisites, including life insurance, AD&D coverage, and executive disability insurance premiums of $10,105 and a car allowance of $15,436.
    • Ms. Raw received $56,852 in benefits and perquisites, including financial counselling and tax preparation services which were sought in relation to her tax obligations in Canada and the United Kingdom that amounted to $28,673 and a car allowance of $15,436.
    • Mr. Hill received $46,173 in benefits and perquisites, including life insurance, AD&D coverage, and executive disability insurance premiums of $16,507 and a car allowance of $15,436.
  7. Mr. Thornton was appointed Co-Chairman of the Board effective June 5, 2012 and was appointed Executive Chairman effective April 30, 2014. For 2016, Mr. Thornton received an LTI award equal to $5,320,000, conditional upon a significant majority of the after-tax value being used to purchase Barrick Shares on the open market that cannot be sold until the later of (a) the date Mr. Thornton retires or leaves the Company, and (b) three years following the date of purchase. Mr. Thornton used 68% of the 2016 after-tax cash award of $2,089,524 to purchase 109,898 After-Tax Shares on March 16, 2017. Mr. Thornton received incentive awards in recognition of his exceptional achievements against the initiatives set out for him in our 2016 information circular, his contributions to Barrick’s strong ROCE performance of 8.7%, and Barrick’s TSR outperformance over the past one year and three years. For 2017, Mr. Thornton received an LTI award equal to $4,341,000, conditional upon a significant majority of the after-tax value being used to purchase Barrick Shares on the open market that cannot be sold until the later of (a) the date Mr. Thornton retires or leaves the Company, and (b) three years following the date of purchase. Mr. Thornton used 61% of the 2017 after-tax cash award of $2,617,869 to purchase 136,636 After-Tax Shares on March 8, 2018. Mr. Thornton received incentive awards in recognition of his contributions to Barrick’s 2017 strategic priorities based on the initiatives we set out for him in our 2017 information circular, strong ROCE performance of 9.4%, and Barrick’s TSR performance over the past one year and three years. For 2018, Mr. Thornton received an LTI award equal to $9,735,000. Mr. Thornton received the LTI award primarily in recognition of his delivery against all the strategic initiatives set out for him in our 2018 information circular, leading Barrick’s progress with strengthening its pipeline and portfolio in 2018 and over the past three years, and his critical involvement with driving Barrick’s transformational Merger, which meaningfully advances many of Barrick’s strategic goals and enhances Barrick’s prospects to become the world’s most valuable gold mining business. Please see “Assessment of the Executive Chairman’s 2018 Performance” for a detailed assessment of the Executive Chairman’s 2018 performance. In recognition of the Executive Chairman’s continued commitment to deep, long-term ownership in the Company and his additional share purchase of 2,271,029 Barrick Shares following the announcement of the Merger worth $25.2 million at the time of purchase, 51% of his 2018 after-tax cash award of $5,976,862 was used to purchase 215,000 After-Tax Shares on March 25, 2019 on the open market. These After-Tax Shares cannot be sold until the later of (a) three years following the date of purchase, and (b) the date Mr. Thornton retires or leaves the Company.
  8. Mr. Dushnisky was appointed Co-President on July 16, 2014 and President on August 17, 2015. Mr. Dushnisky resigned from the Company effective August 31, 2018. Mr. Dushnisky’s compensation as reflected in the Summary Compensation Table is prorated to reflect his resignation date. In accordance with the terms of the PGSU Plan, Mr. Dushnisky’s unvested PGSUs will continue to vest according to their normal vesting schedule and will be paid out in cash. The unvested PGSUs granted on February 16, 2016 vested on November 16, 2018 and the after-tax proceeds were paid to Mr. Dushnisky in cash. See “– Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2018” for more information. In accordance with the terms of the Stock Option Plan (2004), Mr. Dushnisky’s vested and unexercised stock options (all of which were granted in 2012 and 2013) remained exercisable for six months after the date of his resignation (February 28, 2019), or until the original term to expiry, if earlier. See “– Incentive Plan Awards – Outstanding Share-Based Awards and Option-Based Awards as at the Year Ended December 31, 2018” for more information.
  9. Mr. Thomson was appointed Senior Executive Vice-President, Strategic Matters on October 14, 2014.
  10. Ms. Raw was appointed Executive Vice-President, Business Performance on May 1, 2015 and was appointed Executive Vice-President and Chief Financial Officer on April 26, 2016. From May 1, 2015 until January 4, 2016, Ms. Raw worked remotely from London, United Kingdom. In February 2016, Ms. Raw moved to Toronto, Canada and was eligible for relocation benefits ($81,547) provided under our international relocation program which are valued at the price to the Company for providing these services. The relocation benefits and a car allowance ($25,160) are included in All Other Compensation for 2016. Following the Merger, on January 1, 2019, Ms. Raw was appointed Chief Operating Officer, North America.
  11. Mr. Hill was appointed Chief Investment Officer on September 12, 2016. Mr. Hill’s compensation for 2016 as reflected in the Summary Compensation Table includes a sign-on cash bonus (Cdn $400,000), which is reflected in All Other Compensation for 2016. Mr. Hill was awarded an STI award (Cdn $500,000) in the form of cash used to purchase Barrick Shares on the open market. These Barrick Shares are subject to a holding period and may not be sold until the later of: (a) the date Mr. Hill retires or leaves the Company and (b) three years following the date of purchase. The STI award is reflected in the Non-Equity Incentive Plan – Long-Term Incentive Plans column. Mr. Hill was also granted LTI in two tranches on October 25, 2016 and October 24, 2017 (Cdn $1,000,000 in RSUs per tranche) in consideration of the long-term entitlements he forfeited from his previous employer. Upon vesting, the After-Tax Shares are subject to a holding period and may not be sold until the date Mr. Hill retires or leaves the Company. His 2016 base salary was also prorated to reflect his start date of September 12, 2016. Following the Merger, on January 1, 2019, Mr. Hill was appointed Chief Operating Officer, Latin America and Australia Pacific.