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2025 DIGITAL INFORMATION CIRCULAR (Interactive Proxy Statement)

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Compensation

Compensation Discussion & Analysis

The Board recommends a vote FOR the 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.

Overview of our Executive Compensation Program

Compensation at Barrick rewards execution of our over-arching vision: to be the world’s most valued gold and copper 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 NEOs, 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. Our executive compensation framework has been designed with input gained from extensive annual consultation with our shareholders since 2014. Key highlights of our compensation system and how it supports our partnership culture are summarized below:

  • 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 are subject to market-leading share ownership requirements.
  • Performance is evaluated based on short-term and long-term measures chosen to drive the highest levels of performance and execution.
  • We aim to attract, retain, and motivate exceptional talent.

The following sections provide an overview of our approach to compensation for our 2024 “Named Executive Officers” (NEOs), including further refinements to the API Scorecard made in response to shareholder feedback during 2024, 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.

 

2024 Compensation of Named Executive Officers

Our NEOs participate in Barrick’s Partnership Plan, which provides eligibility for the Annual Performance Incentive (API) Program, the PGSU Plan, and the Partner Change in Control Severance Plan (Change in Control Plan). Our NEOs are also subject to market-leading share ownership requirements, which reflects a deep commitment to long-term ownership at the heart of our partnership culture.

2024 Named Executive Officers

This Circular reports the compensation paid to our NEOs in 2024:

D. Mark Bristow President and Chief Executive Officer
Graham P. Shuttleworth Senior Executive Vice-President, Chief Financial Officer
Kevin J. Thomson Senior Executive Vice-President, Strategic Matters
Mark F. Hill Chief Operating Officer, Latin America and Asia Pacific
Sebastiaan Bock Chief Operating Officer, Africa and Middle East

 
Why Should Shareholders Approve Our Say on Pay?

Barrick’s executive compensation framework is an integral part of the Company’s strategy and our employee value proposition. Our distinctive executive compensation framework is uniquely tailored to support our partnership culture and was designed with input gained from extensive annual consultation with our shareholders since 2014.

We have continued to evolve our executive compensation framework since the Merger to ensure we reward growth and the strategic foundations required to build a long-term sustainable business. Our executive compensation program aligns our incentive compensation outcomes with short- and long-term performance and delivers a meaningful portion of overall pay in the long-term to reward a consistent management focus on long-term value creation. In line with our pay for performance philosophy, the performance measures for our API Program and Long-Term Company Scorecard were selected to drive our differentiated strategy. Our 2024 compensation decisions reflect our continued strategic progress, sustainability achievements, compensation relative to prior years, and shareholder feedback, including the results of our 2024 advisory Say on Pay vote of 72.4% and feedback received from discussions throughout 2024 with significant shareholders representing approximately 34% of the issued and outstanding Barrick Shares (as of December 31, 2024).

What we heard 2024 compensation decisions
The individual components of the API Scorecards are weighted too heavily, and a greater emphasis should be placed on quantifiable, company-wide measures
  • Commitment to reduce weighting of the individual component from 70% to 30% by 2025. Individual component was reduced to 50% in 2024 as a transitionary step
  • Commitment to increase weighting of company-wide measures from 30% to 70% by 2025. Company-wide performance will be assessed based on ESG, Production, and Cost measures, which is aligned with the short-term incentive scorecard measures applicable to eligible individuals who do not participate in Barrick’s Partnership Plan
There needs to be greater transparency on how fatalities are factored into pay outcomes
  • Nothing is more important to us than the health, safety, and well-being of our people. Our safety performance is holistically assessed through our API and LTI Scorecards, with measures including TRIFR, zero fatalities, and progress against our Journey to Zero Roadmap to injury free workdays
  • In 2024, we increased the Safety weighting from 5% to 10% in the API Scorecard, with 5% based on LTIFR and the remaining 5% to be paid out only if there are no fatalities. There was no payout for the fatalities component in 2024. The Safety weighting remains under review for 2025
  • The Sustainability Scorecard, which accounts for 20% of the overall Long-Term Company Scorecard, includes a “Zero Fatalities” measure, with zero achievement in 2024 due to the 3 fatalities recorded. Despite our notable progress towards achieving our sustainability vision, the overall Sustainability Scorecard result was adjusted from 100% (for Grade A achievement) to 80% in light of the fatalities recorded over the past three years
Pay should be better aligned to the shareholder experience
  • 100% of all incentive compensation is tied to performance, with 35% directly tied to our relative TSR performance since 2023
  • Since 2019, we have returned $5.9 billion to shareholders in the form of dividends, returns of capital, and share buybacks. Total NEO compensation was $218.4 million over the same period (3.7% of the aggregate amount returned to shareholders)
  • 2024 total NEO compensation decreased by 23% from 2019 levels, compared to a TSR of -4.5% on the NYSE over the same period
  • We are a Company of Owners who are financially invested in Barrick’s success, which is reflected in the breadth and depth of share ownership across the Company. As of March 1, 2025, NEOs (including the President and Chief Executive Officer) held over 8.1 million Barrick Shares worth more than $144 million, and the Board (excluding the President and Chief Executive Officer) held over 2.8 million Barrick Shares worth more than $49 million

 
Base Salary

Base salaries are determined based on the scope of individual responsibilities, skills, and performance. The Compensation Committee annually reviews the base salaries of our NEOs to ensure they remain competitive relative to roles of similar size and scope of responsibilities.

A review of base salaries was conducted in 2024, which considered internal equity and market competitiveness in the context of our increasingly international executive team. Following this review, the President and Chief Executive Officer recommended, and the Compensation Committee approved, an increase in the base salary for our Chief Operating Officer, Africa and Middle East to $550,000 per annum effective January 1, 2024. Effective January 1, 2025, his salary increased to $575,000 per annum.

There were no base salary adjustments for any other NEOs.

Annual Performance Incentive Program

The API Program is a key component of our Partnership Plan, originally designed in 2014 to incentivize a strong individual focus on the execution of our strategic priorities. For our Partners (including our NEOs), the maximum API opportunity is capped at 150% - 300% of base salary (depending on role). API payouts are generally delivered in cash, unless otherwise determined by the Compensation Committee. Consistent with our pay-for-performance philosophy, there are no API awards for below threshold performance and maximum API awards will only be made in cases of demonstrably superior performance across all performance categories.

The API Scorecards were redesigned in 2023 to reinforce a shared responsibility for meeting our production, cost, safety, and environmental targets, including for our Journey to Zero focus. Performance measures include ESG, Production, and Costs, consistent with those included in the short-term incentive scorecard measures applicable to the rest of the organization, as well as individually tailored measures reflecting strategic and operational commitments. Performance for these measures is assessed at the Company level, or in the case of the Regional COOs, at the Company and regional levels (weighted equally as relevant) to reinforce line of sight to performance.

In 2024, the Compensation Committee continued to refine the API Program to build upon the reforms adopted in 2023 and further enhance the link between pay and performance based on pre-established, objective, and measurable goals, including a greater emphasis on our safety performance. This ongoing process considered the relative weighting between Company and individual measures on compensation outcomes, the practices of our Global Peer Group, and shareholder feedback. Following this review, and in recognition of feedback from shareholders, the Compensation Committee approved a two-step reduction to the weighting of the individual component (tied to tailored Strategic Priorities) from 70% to 30% by 2025, with a reduction to 50% in 2024 as a transitionary step. Accordingly, for 2024, the weighting of the company-wide performance component (ESG, Production, and Costs) was commensurately increased from 30% in 2023 to 50% in 2024, and will be further increased to 70% in 2025. In addition, the Safety weighting was increased from 5% to 10% in 2024 to further drive our Journey to Zero focus. See “2024 Performance Considerations for NEOs – 2024 Annual Performance Incentive Considerations” for an overview of the 2024 API Scorecard applicable to the NEOs. 

The Compensation Committee believes this enhanced API performance framework maintains a strong focus on the deliberate execution of our Strategic Priorities linked to our annual business plan and reinforces a collective focus on Company and regional performance against operational key performance indicators. The Compensation Committee also believes that the introduction of Company-wide and regional measures meaningfully recognizes shareholders’ views while maintaining the focus on individual contributions and our short-term strategic objectives, and enhances the alignment of API payouts with Company performance.

We review our business plan at the beginning of each year to develop target performance ranges. The 2024 targets and ranges for the ESG, Production, and Cost measures, consistent with those applied to the rest of the organization, were approved by the Compensation Committee. Strategic Priorities for our NEOs, other than the President and Chief Executive Officer, were developed in consultation with the President and Chief Executive Officer to reflect individual scope and accountability. Strategic Priorities for the President and Chief Executive Officer were developed in consultation with the Chairman and the Lead Director.

Performance against the Strategic Priorities measures for our NEOs, other than the President and Chief Executive Officer, was holistically evaluated by the President and Chief Executive Officer at the end of the year. Performance against the Strategic Priorities for the President and Chief Executive Officer was holistically evaluated by the Chairman, with input from the Lead Director. For the Strategic Initiatives component, an overall rating from zero to five was assigned to allow for performance-based differentiation. The rating was then converted to a percentage ranging from 0% (minimum) to 100% (maximum), which is multiplied by 50% of the API Opportunity for each of our NEOs to determine payouts. Performance for the ESG, Production, and Costs measures was reviewed by the Compensation Committee against the applicable performance ranges to determine payouts for the remaining 50% of the API Opportunity. Performance was linearly interpolated between threshold and maximum performance levels to determine payouts.

The Compensation Committee determined the 2024 API awards for our NEOs using the following payout formula:

 

A diagram showing API compensation structure with three connected boxes. The first box shows API Scorecard Performance Result (0-100%) which consists of two components: Company/Regional Scorecard (ESG, Production, Costs) at 50% and Strategic Priorities (Individually tailored) at 50%. This is multiplied by the API Opportunity (capped at 150%-300% of salary based on role) shown in the middle box. The result equals the API Payout ($) shown in the third box, which notes that delivery is determined annually by the Compensation Committee.

 

The payout formula is intended as a guideline, and the Compensation Committee has the discretion to approve and/or recommend to the independent directors of the Board a different payout from the value determined by the API Scorecards. The Compensation Committee may also make adjustments to the performance measures in each API Scorecard to reflect significant one-time items which occur during the performance period. Any such adjustments will be fully disclosed in our information circular each year. It is possible to receive no annual payout based on API Scorecard performance. API recommendations are considered by the Compensation Committee at the end of each year and decisions are generally made in February after the end of each year, once audited financial statements are approved by the Board.

See “2024 Performance Considerations for NEOs – 2024 Annual Performance Incentive Considerations” for detailed pay and performance highlights for our NEOs.

Performance Granted Share Units (PGSUs)

The cornerstone of our Partnership Plan is the innovative PGSU Plan, which was introduced in 2015 to ensure our NEOs and other Partnership Plan participants are financially and emotionally invested in Barrick’s long-term success. NEOs receive 100% of any annual LTI earned based on performance, in the form of PGSUs, which are share-based units that convert into Barrick Shares upon vesting. PGSUs, even after they convert to Barrick Shares, are subject to further holding requirements.

Each year, PGSUs are awarded based on the Compensation Committee’s multi-year assessment of the Company’s performance against our Long-Term Company Scorecard, which includes financial and non-financial metrics. These metrics were thoroughly reviewed in 2023, ahead of the fifth anniversary of Barrick’s transformational Merger with Randgold, to ensure alignment with the Company’s long-term strategy. The review also considered the drivers of our long-term growth, shareholder feedback, and how our peers define and measure long-term success.

We review the Long-Term Company Scorecard against our strategic plan and investor guidance to ensure that performance measures support the execution of our strategy. Target ranges for performance measures are reviewed annually and set based on stretch levels of performance that reflect Barrick’s life of mine plans and strategy, shareholder expectations, and the competitive environment. See “2024 Performance Considerations for NEOs – 2024 Long-Term Company Scorecard (for 2024 PGSU Awards)” for the results of the 2024 Long-Term Company Scorecard.

The Compensation Committee determined the 2024 PGSUs for our NEOs using the following payout formula. The payout formula is intended as a guideline, and the Compensation Committee has the discretion to approve and/or recommend to the Board that an NEO receive a different payout from the value determined by the Long-Term Company Scorecard. Maximum LTI awards will only be granted in cases of sustained long-term superior performance across all scorecard categories, and it is possible to receive no annual award of PGSUs based on Long-Term Company Scorecard performance.

 

A diagram showing the PGSU (Performance Granted Share Unit) compensation formula with three connected boxes. The first box shows Long-Term Company Scorecard Performance Result (0-100%) which is multiplied by the LTI Opportunity (Capped at 300%-600% of salary based on role) shown in the middle box. The result equals the PGSU Grant ($) shown in the third box, which notes these grants are Subject to post-vesting restrictions on sale and transfer until attainment of share ownership requirements or until retirement or termination, whichever is earlier.

 

Illustrative Life Cycle of PGSUs

The following diagram illustrates the life cycle of PGSUs, from grant to payout, following termination of employment or retirement. PGSU awards granted in February 2025 in respect of 2024 were determined using the 2024 Long-Term Company Scorecard. PGSUs vest in one-third increments over 33 months. The key characteristics of the PGSU awards are included in Schedule C of this Circular. See “2024 Performance Considerations for NEOs – 2024 Long-Term Company Scorecard (for 2024 PGSU Awards)” for the results of the 2024 Long-Term Company Scorecard.

 

The image displays a timeline diagram of Barrick's employee stock grant program, showing the progression from initial grant in February 2025 through a three-phase vesting schedule (1/3 portions in February 2026, February 2027, and November 2027) during which notional dividends accrue. After vesting, PGSUs (Performance Granted Stock Units) convert to restricted Barrick shares with cash dividends paid during a restriction period. The diagram indicates treatment varies when employees leave Barrick, with conditions extending 1-2 years post-departure, and notes that restrictions on shares remain until employees meet share ownership requirements or experience a termination/retirement event. The entire process begins with a multi-year performance assessment period that varies by measure, specifically labeled as PGSU Grant (For 2024).

 

Compensation Committee evaluates performance against Long-Term Company Scorecard Compensation Committee determines PGSU grants based on Long-Term Company Scorecard performance After PGSUs vest, Barrick Shares are purchased in the market by a third-party administrator on behalf of each Partner Partners can realize cash value from unvested PGSU awards or sale of Restricted Shares once restrictions lapse

The Compensation Committee takes a multi-year lens when assessing Barrick’s performance against the Long-Term Company Scorecard to ensure that Partners are only rewarded for sustainable performance and shareholder value creation.

A three-year performance period applies for financial measures. Historical trending performance will be considered for other strategic measures.

Based on its assessment, the Compensation Committee assigns an overall score, which can range from 0% to 100%.

The Compensation Committee determines PGSU grants using the Long-Term Company Scorecard result.

The dollar value of each PGSU grant is determined by multiplying the Long-Term Company Scorecard result and the LTI Opportunity, which varies by Partner from three to six times base salary, depending on position and level of responsibility.

The number of PGSUs granted is determined by dividing the dollar value of the PGSU award, by the volume weighted average price (VWAP) of Barrick Shares for the five trading days prior to the grant date or, if the grant date occurs during a Blackout Period, the VWAP for the five trading days following the Blackout Period.

PGSUs vest in one-third increments on the 12-month, 24-month, and 33-month anniversary of the date of grant (or, if the corresponding anniversary of the grant date falls during a Blackout Period, on the second trading day following the expiration of the Blackout Period).

The total number of PGSUs vesting would include the initial grant, plus dividends accrued during the vesting period. At vesting, the value of the PGSUs is equal to the closing price of Barrick Shares on the vesting date multiplied by the number of PGSUs having vested. The after-tax proceeds of the vested PGSUs are then used by a third-party administrative agent to purchase Barrick Shares on the open market, on behalf of the Partner.

Barrick Shares purchased upon the vesting of PGSUs (Restricted Shares) cannot be sold until the Partner meets his or her share ownership requirement (in which case only those Barrick Shares in excess of the requirement can be sold), or until the Partner retires or leaves the Company. Partners are required to retain at least 50% of their share ownership requirement in actual Barrick Shares. Partners receive dividends on their Restricted Shares in cash, when and as declared.

Generally, when a Partner leaves the Company, all or a portion of unvested PGSUs will be forfeited except in the event of retirement at or above the age of 60, death or disability, or a double trigger Change in Control.

Restrictions on Restricted Shares will generally lapse and cease to apply when a Partner leaves the Company, provided that the Partner does not resign or retire from the Company to join, or provide services to, a defined competitor, or is not terminated for cause.

When a Partner resigns or retires from the Company to join, or provide services to, a defined competitor, or is terminated for cause, unvested PGSU awards will be forfeited and restrictions on Restricted Shares will lapse in three tranches (50% on termination or retirement and 25% on each of the first and second anniversary of termination or retirement).

 

All PGSUs, including converted Barrick Shares upon vesting, are subject to Barrick’s Clawback Policy and Executive Officer Recovery Policy. See “Managing Compensation Risks – Clawback Policy and Executive Officer Recovery Policy” and “Managing Compensation Risks – NEO Share Ownership Requirements”.  

Restricted Share Units

RSUs may be awarded to newly-hired officers in recognition of forfeited compensation upon joining Barrick or may be granted from time to time in recognition of a promotion, long-term retention, or other needs as deemed appropriate by the Compensation Committee. RSUs vest up to three years from the date of grant (as specified by the Compensation Committee at the time of the grant) and are settled in After-Tax Shares unless otherwise determined by the Compensation Committee. RSUs are granted on a case-by-case basis.

In 2018, the RSU Plan was amended and renamed the Long-Term Incentive Plan. Among other things, the Long-Term Incentive Plan provides the Compensation Committee with the flexibility to grant LTI in the form of After-Tax Shares. The key characteristics of unvested RSU awards are described in Schedule D of the Circular.

Previous Compensation Policies and Arrangements that Continue to Apply

Stock Options and Deferred Cash Awards

We no longer grant stock options or deferred cash awards (including cash-settled RSUs) for executive compensation purposes, to further underscore long-term ownership as the basis of our LTI awards. None of the NEOs have outstanding stock options. 

Restructured Retention Award for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer

In February 2019, in connection with the annual grant process, PGSUs were awarded to the President and Chief Executive Officer to reflect his pivotal role in the Merger, the importance of his continued leadership to ensure a seamless integration of Barrick and Randgold, and his vision to transform Barrick into the world’s most valued gold and copper mining business. The Senior Executive Vice-President, Chief Financial Officer also received a PGSU award in February 2019.

As described in our 2020 Information Circular, these PGSU awards were restructured in 2020, with one-third of the original awards retained and two-thirds restructured as RSU grants that were approved by the Compensation Committee and the Board in February 2021. As mutually determined by the Compensation Committee, the independent directors of the Board, the President and Chief Executive Officer, and the Senior Executive Vice-President, Chief Financial Officer, certain tranches of these RSU grants were forfeited or further restructured to (1) ensure strong alignment of compensation with the overall shareholder experience, and (2) extend the retention period for these key executives in line with the best interests of the Company and its shareholders. RSUs granted pursuant to these restructured retention awards (Restructured Retention RSU Awards) vest 33 months following the date of grant and upon vesting, the After-Tax Shares are subject to a holding period that precludes any sale of such After-Tax Shares until minimum share ownership requirements are met (in which case only the excess may be sold) or until retirement or departure from the Company.

The President and Chief Executive Officer does not have any outstanding Restructured Retention RSU Awards. The Senior Executive Vice-President, Chief Financial Officer has one outstanding tranche of Restructured Retention RSU Award which is due to vest in December 2025 and will remain subject to the holding requirements described above. No further Restructured Retention RSU Awards are currently contemplated. For more detailed information, please refer to the section titled “Restructured Retention Awards for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer” in the 2023 Information Circular.

Other Executive Compensation Elements

Barrick Share Purchase Plan

The Barrick Share Purchase Plan (BSPP) allows our people to purchase Barrick Shares through payroll deduction and be rewarded for doing so by a matching Company purchase up to a value of $4,000 (Cdn $5,000) per year. The value of the matching Company purchase is reviewed annually and is subject to change from time to time. These matching Barrick Shares must be held until the earlier of five years from the date of purchase or departure from the Company.

Executive Retirement Plans

We administer two supplemental defined contribution Executive Retirement Plans that provide for annual employer contributions equal to 15% of each eligible officer’s annual earned salary and API, which accrue with interest until termination of employment (before the participant’s retirement date) or until retirement, as applicable. The accumulated contributions are paid to the eligible officer in cash upon termination or retirement, as applicable.

Currently, we administer one plan for officers based outside of the United States (including Canada) and another for officers primarily based in the United States.

In 2020, we undertook a review of our Executive Retirement Plans to ensure they are fit for purpose for our increasingly international executive team. Following our due diligence process, we determined that a Retirement Trust Scheme arrangement would be most appropriate for certain participants primarily residing outside of North America. Since 2021, employer contributions equal to 15% of annual earned salary and API for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer have been directed to the Retirement Trust Scheme. Since 2023, employer contributions equal to 15% of annual earned salary and API for the Chief Operating Officer, Latin America and Asia Pacific have been directed to the Retirement Trust Scheme.

All NEOs except for the Chief Operating Officer, Africa and Middle East participate in the Executive Retirement Plan or the Retirement Trust Scheme, as applicable, and do not receive employer contributions toward any other Barrick retirement plan. Click here for a detailed description of the Executive Retirement Plan and the Retirement Trust Scheme.

The Chief Operating Officer, Africa and Middle East receives an annual cash sum equivalent to 15% of annual earned salary and API in lieu of an executive pension arrangement due to low annual limits for pension contributions in South Africa.

Other Benefits and Perquisites

We provide competitive benefits and perquisites to our people. Barrick’s group benefits package for individuals who work full-time may include health, dental, life, disability, and accidental death and dismemberment (AD&D) coverage. Our executives, including our NEOs, may be eligible for additional benefits and perquisites which may include a car allowance, parking benefits, financial counselling, and executive medicals. Certain individuals are eligible for additional perquisites, including additional life, AD&D and long-term disability coverage, as well as ground and air transport.

Barrick is committed to ensuring that the best people are in the right positions throughout our global business. To facilitate this core commitment to retaining the best available talent regardless of borders, relocation support is provided to employees, including our executives, when they are relocated.


2024 Performance Considerations for NEOs

2024 Long-Term Company Scorecard (for 2024 PGSU Awards)

PGSU awards granted in February 2025 in respect of 2024 were determined using the 2024 Long-Term Company Scorecard, with 50% linked to returns and the remaining 50% linked to our growth strategy and commitment towards sustainability leadership. This Long-Term Company Scorecard is based entirely on company-wide measures. A three-year lookback performance period (2022 – 2024) applies to Relative TSR, ROCE, and Reserves Replacement to reward a longer term trend in our performance. Three-year performance for Relative TSR was assessed over 2022 to 2024 on a cumulative basis. Three-year trailing average performance was assessed for ROCE and Reserve Replacement based on performance in 2022, 2023 and 2024. 2024 and historical trending performance were assessed for the remaining measures.

For the 2024 PGSU awards, an overall score of 57.8% was achieved on the Long-Term Company Scorecard. As detailed below, this score reflects performance against each of the Returns, Growth, and Sustainability measures, as well as the Compensation Committee’s discretionary adjustment to cap the score for the Sustainability measure at 80% of its maximum despite the achievement of a Grade A (which would have otherwise resulted in a full payout for this measure) due to the Company’s 2024 and three-year trending safety record. The 20% reduction applied to the scoring for the Sustainability measure further underscores Barrick’s commitment towards a zero-harm workplace and our responsibility as a safe operator.

Category Long-Term Performance Measure Weighting Performance Period Long-Term Performance Basis Summary of Assessment
(see accompanying narrative for further details)
Multi-year Outcome
Threshold
(25% payout)
Maximum
(100% payout)
Returns Relative TSR versus the constituent companies in the GDX(a) 35% 2022 – 2024 50th percentile 75th percentile Relative TSR positioned at 28th percentile versus the GDX constituents Nil
Return on Capital Employed (ROCE)(b) 15% 2022 – 2024 10% 15% 2024: 17.9%; 3-year average ROCE(b)14.6% 14.1%
Growth Reserve Replacement(c) 15% 2022 – 2024 3-year rolling average Reserve Replacement  >75% 3-year rolling average Reserve Replacement >100% 2024: 1,279%; 3-year average Reserves Replacement of 535%(c) 15%
Strategic Execution(d) 15% 2024 and year-over-year trending Achievement of key priorities and milestones tracked to advance the execution of our strategy $1,194 million in total returns to shareholders in 2024 including share buybacks; 20% increase in Operating Cash Flow to $4.5 billion and more than doubled free cash flow(e) to $1.3 billion compared to 2023; maintained focus on gold and copper growth opportunities across key regions, including in Côte D’Ivoire, Ecuador, Jamaica, Peru, Saudi Arabia and Tanzania; significant progress across various major growth projects including Fourmile, Lumwana Super Pit, and Reko Diq; received approval for the renewal of the Special Mining Lease for Bulyanhulu extending it for another 27 years; continued focus on developing the next generation of talent with the new Barrick Academy and vocational programs launched in the Africa and Middle East region 12.8%
Sustainability ESG and License to Operate(f) 20% 2024 and year-over-year trending Grade C or lower Grade A Grade A, but payout adjusted to 80% to reflect 2024 and 3-year trending fatalities 16%
2024 Long-Term Performance Outcome (of 100%) 57.8%
  1. Relative TSR is assessed on a cumulative total return basis over the relevant performance period. Dividends paid on Barrick Shares are assumed to be reinvested at the closing share price on the dividend payment date. Relative TSR is calculated with one-month opening and closing averaging periods.
  2. ROCE is a financial metric that measures profitability as a ratio to the capital base and is therefore a commonly used metric in the mining industry. The calculation of ROCE takes Adjusted EBITDA and divides it by an internal performance measure used to manage performance. ROCE measures return on capital employed by taking Adjusted EBIT (Adjusted EBITDA less depreciation) and dividing by the average capital employed. Adjusted EBITDA is disclosed on page 73 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements. Capital employed is calculated as total assets exclusive of cash (adjusted for Construction in Progress and assets currently not being depreciated) net of total liabilities exclusive of debt. Construction in Progress and assets currently not being depreciated are disclosed in note 19a to the audited annual financial statements for the year ended December 31, 2024 and primarily relate to assets under construction at our operating mines as well as our development projects including Pascua-Lama, Norte Abierto and Reko Diq. Adjusted EBIT and Adjusted EBITDA are non-GAAP financial performance measures with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. For further information and a detailed reconciliation of these non-GAAP measures to the most recently comparable IFRS measures, please see “Other Information – Use of Non-GAAP Financial Performance Measures”.
  3. Reserves Replacement supports our long-term production forecast and growth profile and is calculated from the cumulative net change in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years divided by the cumulative depletion in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years (excluding attributable acquisitions and divestments). Gold equivalent ounces are calculated using the relevant reserve prices for each respective year. For further details, see “Other Information – Technical Information – Reserve Replacement”.
  4. Successful strategy execution will be qualitatively assessed based on considerations such as: capital projects status and progress; ongoing portfolio optimization through asset divestitures and development of growth opportunities consistent with our targeted returns on invested capital and strategic focus; execution of plans to deliver free cash flow per share on a sustainable basis and to drive unit cost efficiencies throughout the business; application of fit-for-purpose processes to drive effective and efficient execution, including demonstrable actions taken to address critical issues facing the business; and achievement of important milestones for strategy execution. Strategic execution will also consider progress towards Barrick’s human capital priorities.
  5. Free cash flow is a non-GAAP financial performance measure with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other companies. For further details, see Other Information – Use of Non-GAAP Financial Performance Measures”.
  6. Sustainability and license to operate will be assessed based on Barrick’s Sustainability Scorecard which includes quantitative and qualitative measures that track our performance against safety, social and economic development, human rights, environment (including climate), and governance and compliance indicators that are important to Barrick. The assessment will also consider our success in building and maintaining strong relationships with core stakeholders to maintain our license to operate around the world.

Financial Performance Measures (50% weighting)

Relative TSR (35% weighting, assessment: Nil):

Following the Compensation Committee’s thorough review of the Long-Term Company Scorecard in 2023 and taking shareholder feedback into account, we increased the weighting of relative TSR from 15% to 35% and updated the relative TSR peer group from the MSCI Metals & Mining Index to the GDX, which is our external benchmark for TSR performance, to enable a more direct performance comparison with other global gold companies with whom Barrick competes for investment capital. The GDX was used as the relative TSR benchmark for 2024 PGSU awards. The minimum level of performance required to qualify for an award for this measure is median performance, with upper quartile performance qualifying for a maximum award. Barrick’s relative TSR performance, positioned at the 28th percentile versus the constituents of the GDX, was below the minimum level of performance required to qualify for an award for this year. Based on an assessment of Barrick’s three-year TSR versus the performance range set at the beginning of the year, there is no payout for this metric.

Return on Capital Employed(1) (15% weighting, assessment: 94%):

To support our vision to be the world’s most valued gold and copper business and to reinforce our commitment towards delivering long-term and sustainable shareholder returns, ROCE(1) was introduced in 2023 to assess the returns generated as a percentage of our capital base, specifically capital allocated for our operating mines, and to reinforce a continued focus on the efficient use of capital and discipline in capital allocation decisions. Since the Merger, Barrick has made substantial progress in upgrading its portfolio of mines, driving improvements to operational profitability, and reallocating capital to only those projects that meet target returns and support the Company’s long-term investment filters. As a result, ROCE(1) performance has averaged at 14.6% over the past three years, which is near the top end of our long-term performance range of 10% - 15%. In consideration of the above, the payout for this metric is 94%.

Non-Financial Performance Measures (50% weighting)

Reserve Replacement (net of depletion) (15% weighting, assessment: 100%):

Barrick’s ability over time to replace and add to the gold ounces and copper pounds we mine reinforces our sustainability and our sector-leading production profile. Growth is organically embedded in our business and our track record of replacing reserves, combined with our partnership approach and our balance sheet strength to fund this growth, provides the confidence that we can deliver on our organic growth strategy without an undue reliance on costly or dilutive acquisitions.

In 2024, Barrick grew attributable proven and probable gold mineral reserves by 17.4 million ounces(2) before 2024 depletion of 4.6 million ounces. Attributable proven and probable gold mineral reserves now stand at 89 million ounces(2), an increase of 16% from 77 million ounces in 2023. The year-on-year change was led by the conversion of Reko Diq resources to mineral reserves, adding 13 million ounces of gold on an attributable basis, following the completion of the feasibility study(3). At the same time, copper mineral reserves grew by 224% year-on-year on an attributable basis to 18 million tonnes of copper, from 5.6 million tonnes of copper in 2023, resulting from the completion of the Lumwana and Reko Diq feasibility studies(2). Overall, in 2024 Barrick replaced 381% of gold production and 3,904% of copper production, which combined is 1,279% on a gold equivalent ounce basis(4)(5). Over the past three years, Barrick has maintained its record of substantial reserve growth, replacing 535% of attributable gold equivalent ounces(4)(5) net of depletion at a higher grade, which demonstrates the results of an unremitting focus on asset quality and further extending the life of our existing operations. In consideration of the above, the payout for this metric is 100%.

Strategic Execution (15% weighting, assessment: 85%):

Successful strategic execution is assessed based on the progress achieved during the year against the strategic initiatives we disclosed at the beginning of the year and the shareholder value we created both during the year and since the announcement of the Merger. Our strategic initiatives for 2024 included: delivering on our Journey to Zero owned by all and led by the Barrick leadership; growing the business through value adding discoveries and/or acquisitions; and living and instilling our DNA at all levels of the organization including with our contractors. We have made strong progress on each of these strategic initiatives in 2024.

Our strong performance in 2024 has supported the delivery of $1,194 million in total returns to shareholders in 2024, through a combination of dividends and share buybacks. Our balance sheet remains one of the strongest in the gold mining industry, ensuring adequate liquidity to invest in our significant growth projects, including Fourmile (successful drilling program completed), the Lumwana Super Pit (feasibility study completed and permitting for expansion approved), and Reko Diq (updated feasibility study completed and ESIA progressing). At Bulyanhulu, we received approval for the renewal of the Special Mining Lease, extending it for another 27 years, as well as approval of the new decline development which enables access to new reserves and increases mining flexibility. Veladero delivered the best production in the last five years, with Phase 7B of the leach pad successfully commissioned and work commencing on Phase 8A. In addition to continuing our strong track record of reserve additions, we maintained our focus on gold and copper growth opportunities across priority areas in North America, Latin America, and Africa, including new agreements executed on large, prospective portfolios in Ecuador, Jamaica, Saudi Arabia, and Tanzania, new exploration permits granted in Côte D’Ivoire and Zambia, and significant developments in advancing assets in Peru. We remain focused on developing the next generation of leaders with world-class training and development programs that are country-based and tailored to local needs, covering technical, behavioral, and informal learning. The Barrick Academy was launched in Tanzania, which will serve as the training and development center for the Africa and Middle East region and new vocational programs were launched at Reko Diq to support the development of local Balochistan employees. Additionally, the international graduate program at Reko Diq, which is being extended, has enabled graduates from Pakistan to be fully integrated at Veladero. In consideration of the above, the payout for this metric is 85%.

ESG and License to Operate (20% weighting, assessment: 80%):

Our license to operate depends on the combined strength of our safety performance, performance in environmental, human rights, community development, stakeholder relations, and compliance, including anti-corruption. We set a high standard, assess performance and seek continuous improvement. We review and update our targets and metrics annually to reflect our ambitions to improve our performance.

Performance for this measure is assessed based on our industry-first Sustainability Scorecard, which we believe is an important step in driving continual improvement in our management of sustainability issues. Developed in collaboration with independent experts, the Sustainability Scorecard measures our core sustainability key performance indicators informed by international frameworks and adjusted to best reflect Barrick’s business in the wider sector. Measures are reviewed annually based on Barrick’s evolving strategic priorities, our investor and sustainability reporting expectations, and the expectations of the United Nations Global Compact. For 2024, the Sustainability Scorecard included 27 quantitative and qualitative performance indicators that were selected to track our performance across five priority aspects: safety (four indicators); social and economic development (six indicators); human rights (four indicators); environment (including climate, nine indicators); and governance (four indicators).

The scoring methodology was updated in 2024 based on investor feedback regarding the relative weighting and importance given to each indicator within the Sustainability Scorecard. Accordingly, the updated scoring methodology includes a three-step assessment approach that gives equal importance to each of our five priority aspects. First, each performance indicator was ranked in quintiles against our peers, where applicable, as well as against our own internal performance standards. Second, each aspect was scored based on an equal weighted average of the associated performance indicators, and an aspect grade was provided. Finally, the overall score and grade for the Sustainability Scorecard was assessed by sum of the performance for each aspect. A summary of the revised scoring key and assessment framework is shown below.

To underscore our commitment to sustainability and our ambition to achieve a Grade A, no payout is awarded for this metric if the score results in a Grade C or lower. Year-over-year improvement that results in a Grade A qualifies for a maximum payout for this metric.

Based on a review of performance achieved and the scoring against each scorecard category, Barrick’s 2024 performance resulted in a Grade A. For further details regarding the Sustainability Scorecard methodology and 2024 measures, please refer to the Appendix of the 2024 Sustainability Report which will be published in Q2 2025 and can be accessed at www.barrick.com/sustainability.

2024 Sustainability Scorecard Assessment Framework 

The scoring methodology was revised in 2024 based on investor feedback, as described above. The total scores and corresponding grades are therefore not directly comparable year-over-year. However, for illustrative purposes, the 2024 trend has been retrospectively calculated in quintiles to provide a benchmark comparison to 2023 performance.

Sustainability Scorecard Grading Key Assessment Framework for the Long-Term Company Scorecard
Grade Aspect Score
(Average score of indicators)
2024 Overall Score
(Sum of performance for each aspect)
No award
(0%)
  Maximum award
(100%)
A 1 5 – 8

If the score is a Grade C or lower
to

If the score is a Grade A
B 2 9 – 12
C 3 13 – 16
D 4 17 – 20
E 5 25

Abridged 2024 Sustainability Scorecard

Aspect Key Performance Indicator 2023 Quintile 2024 Quintile 2024 Aspect Score and Grade Year-over-year Trend
Safety Total Recordable Injury Frequency Rate (TRIFR) 1 1 Average of 2.3
(Grade B)
 
Zero fatalities 5 5
Progress against our Journey to Zero Roadmap 3 2
Percentage of safety leadership interactions completed 2 1
Social and Economic Development Percentage of annual Community Development Committees commitments met(2) 3 3 Average of 1.8
(Grade A/B)
 
Percentage of workforce who are host country nationals 1 1
Percentage of senior management who are host country nationals 2 1
Percentage of economic value that stays in host country 2 2
Increase in national procurement year-on-year 1 1
Proportion of grievances resolved within 30 days(2) 4 3
Human Rights Percentage of security personnel receiving training on human rights 1 1 Average of 1.3
(Grade A)
 
Independent human rights impact assessments with zero significant findings at high risk sites(2)(3) 1 1
Percentage of recommendations completed from independent human rights assessments 2 2
Upgrade controversy listed by one of the ESG rating agencies(4) 1 1
Environment (including Climate) Number of significant environmental incidents 1 1 Average of 1.4
(Grade A)
 
Tonne CO2_e per tonne of ore processed 3 4
Progress against absolute emissions target as per Reduction Roadmap(2) 1 1
Water use efficiency (recycled & reused) 1 1
Percentage of completion against Biodiversity Action Plan Commitments(2) 1 1
Percentage of independent tailings reviews conducted(2) 1 1
Global Industry Standard on Tailings Management (GISTM) progress(2) 1 1
Closure liabilities: revenue ratio against peers (New)(1)(4) N/A 2
Proportion of operational sites achieving annual concurrent reclamation targets(2) 1 1
Governance Percentage of employees receiving Code of Conduct training(2) 1 1 Average of 1.5
(Grade A/B)
 
Percentage of supply partners trained on Code of Conduct at time of on-boarding(2) 1 1
Increase female representation across the organization 1 3
30% female Board composition 1 1
Overall Score(5) 46 (A) 44 (A) Total Score of 8
(A)
 
  1. N/A due to changes in the metrics that are not comparable year-on-year.
  2. Internal metrics.
  3. In comparison to the 55 extractive companies assessed against the Corporate Human Rights Benchmark’s methodology, Barrick is ranked in the top 25% in the extractives industry.
  4. Revenue ratio is calculated by Moody’s Ratings based on the total annual value of asset retirement liabilities as a percentage of annual revenue for each company. Companies referenced as peers for the purposes of this assessment include Agnico Eagle, Anglo American, BHP, Codelco, Freeport-McMoran, Newmont, Rio Tinto, South32, Teck Resources, and Vale.
  5. The scoring methodology was revised in 2024 based on investor feedback and included 27 indicators (of which one was new). The total scores and corresponding grades ae therefore not directly comparable year-over-year.

For 2024, a Grade A was assessed. The 2024 score and achievement of a Grade A, which is the highest score, reflects consistently strong sustainability performance over the past three years. We have also made meaningful progress towards achieving our 2030 and 2050 GHG emissions reduction targets having commissioned the TS Power Plant’s 200MW solar plant (at Nevada Gold Mines), and completed the permitting for Kibali’s solar plant. Despite these key projects, the GHG intensity increased during 2024 as ramp up of the Pueblo Viejo expansion and restart of Porgera commenced. In terms of safety, we reduced our TRIFR and LTIFR by 20% and 47%, respectively, year-over-year, marking the strongest performance since the Merger. Average water efficiency was 85% for 2024, above our annual water recycling and reuse target of 80%. We continued to prioritize the recruitment of host country nationals, who accounted for 97% of our workforce, including 76.2% of site leadership teams, in 2024. In addition, in line with our commitment to drive and support female representation across the organization, as of December 31, 2024, women make up 14% of employees, consistent with our levels in 2023. We continue to prioritize concurrent rehabilitation that minimizes our impact on the environment and, in 2024, we exceeded our Group’s concurrent rehabilitation targets, but also significantly reduced our long-term liabilities.

Despite our notable progress towards achieving our sustainability vision, our safety performance in 2024 did not meet our Journey to Zero focus and we are saddened by the fatalities recorded over the past three years, including the three fatalities recorded in 2024. Our safety performance has been given additional attention with the establishment of new groupwide safety protocols to drive fatal risks down and achieve the zero target we have set for ourselves. Since the launch of our Fatal Risk Management Program in 2024 as part of our Journey to Zero initiative, over 75,000 Critical Control Verifications have been completed, which involved in-field task inspections to verify that fatal risk controls are in place and effective before a task takes place, and implementing any corrective actions where needed. Nothing is more important to us than the health, safety, and well-being of our people. Barrick has zero tolerance for fatalities and therefore any fatality is unacceptable and a strong reminder that we still have work to do to achieve our goal of a zero harm workplace. While our overall score of a Grade A reflects a consistent year-over-year improvement across all other sustainability performance dimensions, to further underscore our commitment towards a zero harm workplace and our responsibility as a safe operator, the payout for this metric was determined to be 80%.

  1. ROCE is a financial metric that measures profitability as a ratio to the capital base and is therefore a commonly used metric in the mining industry. The calculation of ROCE takes Adjusted EBITDA and divides it by an internal performance measure used to manage performance. ROCE measures return on capital employed by taking Adjusted EBIT (Adjusted EBITDA less depreciation) and dividing by the average capital employed. Adjusted EBITDA is disclosed on page 73 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements. Capital employed is calculated as total assets exclusive of cash (adjusted for Construction in Progress and assets currently not being depreciated) net of total liabilities exclusive of debt. Construction in Progress and assets currently not being depreciated are disclosed in note 19a to the audited annual financial statements for the year ended December 31, 2024 and primarily relate to assets under construction at our operating mines as well as our development projects including Pascua-Lama, Norte Abierto and Reko Diq. Adjusted EBIT and Adjusted EBITDA are non-GAAP financial performance measures with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. For further information and a detailed reconciliation of these non-GAAP measures to the most recently comparable IFRS measures, please see “Other Information – Use of Non-GAAP Financial Performance Measures”.
  2. Estimated in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects as required by Canadian securities regulatory authorities. Estimates are as of December 31, 2024, unless otherwise noted. Complete mineral reserve and mineral resource data, including tonnes, grades, and ounces, can be found on pages 83-92 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements. For further details, see endnote 15 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements and “Other Information – Technical Information”.
  3. Estimated in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects as required by Canadian securities regulatory authorities. Estimates are as of December 31, 2024, unless otherwise noted. Complete mineral reserve and mineral resource data, including tonnes, grades, and ounces, can be found on pages 83-92 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements. For further details, see “Other Information – Technical Information”.
  4. Gold equivalent ounces from Barrick’s copper assets are calculated using long-term mineral reserve commodity prices of $1,400 per ounce of gold and $3.00 per pound of copper. For further details, see “Other Information – Technical Information – Gold Equivalent Ounces”.
  5. Reserves Replacement supports our long-term production forecast and growth profile and is calculated from the cumulative net change in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years divided by the cumulative depletion in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years (excluding attributable acquisitions and divestments). Gold equivalent ounces are calculated using the relevant reserve prices for each respective year. For further details, see “Other Information – Technical Information – Reserve Replacement”.

 
2024 Annual Performance Incentive Considerations

Our API Program is a key component of our executive compensation framework. The Compensation Committee continued its review of the API Program in 2024 in line with its commitment to facilitate a stronger link between payouts and Company performance. Following this review and in response to shareholder feedback, the Compensation Committee approved a two-step reduction to the weighting of the individual component (tied to tailored Strategic Priorities) from 70% to 30% by 2025, with a reduction to 50% in 2024 as a transitionary step. For 2024, the weighting of the Company performance component (ESG, Production, and Costs) was commensurately increased from 30% in 2023 to 50% in 2024. Accordingly, the weightings shown in the each of the Company and regional API Scorecards below reflect weightings out of a total of 50%.

Company performance (and regional performance, where applicable) for the ESG, Production, and Costs measures was reviewed by the Compensation Committee against the applicable performance ranges to determine payouts for 50% of the API Opportunity for 2024. Performance was assessed on a sliding scale between threshold and maximum performance levels to determine payouts. Results are shown out of a maximum of 100% and on a weighted basis out of 50%.

Below is an overview of the Company and regional API Scorecards applicable to the NEOs:

Company API Scorecard

2024 Measures

Weighting
(of 50%)

Threshold
(0% payout)

Maximum
(100% payout)

2024 Performance

2024 Result
(of 100%)

Weighted Result
(of 50%)

ESG (15%)

Safety (LTIFR)(1)

5%

0.25

0.21

0.12

100%

5%

Safety (Fatalities)

5%

Any fatalities

No fatalities

3 fatalities

0%

0%

Environment (Class 1 Environmental Incidents)(2)

5%

2 incidents

No incidents

No incidents

100%

5%

Production (17.5%)

Production (Attributable Gold Equivalent Ounces)(3)

17.5%

4,436 koz

5,094 koz

4,561 koz

19%

3.3%

Costs (17.5%)

Gold All-in Sustaining Costs(4)

13.1%

$1,469/oz

$1,287/oz

$1,410/oz

33%

4.3%

Copper All-in Sustaining Costs(4)

4.4%

$3.36/lb

$2.94/lb

$3.17/lb

44%

1.9%

Overall Company API Scorecard Result

39% of 100% 19.5% of 50%

 
Latin America and Asia Pacific Region API Scorecard

2024 Measures

Weighting
(of 50%)

Threshold
(0% payout)

Maximum
(100% payout)

2024 Performance

2024 Result
(of 100%)

Weighted Result
(of 50%)

ESG (15%)

Safety (LTIFR)(1)

5%

0.23

0.19

0.05

100%

5%

Safety (Fatalities)

5%

Any fatalities

No fatalities

No fatalities

100%

5%

Environment (Class 1 Environmental Incidents)(2)

5%

2 incidents

No incidents

No incidents

100%

5%

Production (17.5%)

Production (Attributable Gold Equivalent Ounces)(3)

17.5%

718 koz

824 koz

665 koz

0%

0%

Costs (17.5%)

Gold All-in Sustaining Costs(4)(5)

17.5%

$1,435/oz

$1,257/oz

$1,288/oz

83%

14.5%

Overall Latin America and Asia Pacific Region API Scorecard Result

59% of 100% 29.5% of 50%

 
Africa and Middle East Region API Scorecard

2024 Measures

Weighting
(of 50%)

Threshold
(0% payout)

Maximum
(100% payout)

2024 Performance

2024 Result
(of 100%)

Weighted Result
(of 50%)

ESG (15%)

Safety (LTIFR)(1)

5%

0.13

0.11

0.08

100%

5%

Safety (Fatalities)

5%

Any fatalities

No fatalities

3 fatalities

0%

0%

Environment (Class 1 Environmental Incidents)(2)

5%

2 incidents

No incidents

No incidents

100%

5%

Production (17.5%)

Production (Attributable Gold Equivalent Ounces)(3)

17.5%

1,968 koz

2,260 koz

2,102 koz

46%

8%

Costs (17.5%)

Gold All-in Sustaining Costs(4)

13.1%

$1,317/oz

$1,154/oz

$1,243/oz

45%

5.9%

Copper All-in Sustaining Costs(4)(5)

4.4%

$3.36/lb

$2.94/lb

$3.17/lb

46%

2%

Overall Africa and Middle East Region API Scorecard Result

51.9% of 100% 26% of 50%
  1. LTIFR is a ratio calculated as follows: number of lost time injuries x 1,000,000 hours divided by the total number of hours worked.
  2. An incident that causes significant negative impacts on human health or the environment, or an incident that extends onto publicly accessible land and has the potential to cause significant adverse impact to surrounding communities, livestock, or wildlife.
  3. Gold equivalent ounces from Barrick’s copper assets are calculated using long-term mineral reserve commodity prices of $1,400/oz of gold and $3.00/lb of copper. For further details, see Other Information – Technical Information – Gold Equivalent Ounces.
  4. “All-in sustaining costs” is a non-GAAP financial performance measure with no standardized definition under IFRS. Although a standardized definition was published in 2013 by the World Gold Council (a market development organization for the gold industry comprised of and funded by gold mining companies from around the world, including Barrick), it is not a regulatory organization, and other companies may calculate this measure differently. This measure should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. For further details regarding non-GAAP financial performance measures, see Other Information – Use of Non-GAAP Financial Performance Measures.
  5. For Regional COOs, performance against regional copper costs will only be assessed where there is attributable production in the region.

The individual component of the API Scorecard (tied to tailored Strategic Priorities) accounts for 50% of the 2024 API Award. The Strategic Priorities portion of the 2024 API award for the President and Chief Executive Officer was determined based on the Chairman’s review of his accomplishments against the API Scorecard, with input from the Lead Director, recommended by the Compensation Committee and approved by the independent directors of the Board. The Strategic Priorities portion of the 2024 API awards for our other NEOs were determined based on the President and Chief Executive Officer’s review of their accomplishments against their respective API Scorecards and approved by the Compensation Committee. Details on the individual performance assessment for each of the NEOs are summarized in the next section.

Mark Bristow

President and Chief Executive Officer

Dr. Mark Bristow was appointed President and Chief Executive Officer of Barrick following the Merger on January 1, 2019. Since that time, Dr. Bristow has been delivering on a clear strategy to build the new Barrick into the world’s most valued gold and copper mining business. The establishment of a world class asset portfolio and the continuous replacement of mined reserves organically since the Merger have distinguished Barrick from its industry peers. In 2024, under Dr. Bristow’s leadership, Barrick delivered a fourth consecutive year of replacing annual depletion at a 4% higher grade, continuing to demonstrate the results of its focus on asset quality and further extending the life of Barrick’s operations. These achievements account for 50% of the API payout. For the remaining 50%, performance was assessed with the Company API Scorecard which includes ESG, Production and Costs measures. On the Chairman’s recommendation and the Compensation Committee’s advice, taking into consideration the 2024 scoring for each performance category summarized below, the independent directors of the Board determined that an API award of $2,944,645 was appropriate.

API Scorecard Performance Category
2024 Weighting
2024 Score
Company API Scorecard 50% 39%
Strategic Priorities 50% 70%
Overall API Score (of 100%) 54.5%

 

2024 Strategic Priorities (50% Weighting)
Strategic Initiatives
  • Source, evaluate, and/or pursue internal and external growth opportunities for Barrick
  • Lead and participate in annual strategic planning sessions and workshops for key sites
  • Direct, lead, and reinforce all aspects of Barrick’s social license to operate across the Group, including stakeholder engagement on community needs, permitting, economic development, and proposed changes in mining-related legislation
  • Further strengthen Barrick’s reputation and presence around the world by leading meaningful and consistent engagement with our stakeholders across the globe, including the investor community (shareholders, analysts, and proxy advisors), current and new host governments, trade associations, media, and the general public
Operational Excellence
  • Deliver on Barrick’s 2024 business plan
  • Drive investment in brownfields and greenfields exploration to ensure sustainable growth through the replacement of reserves and resources
  • Hold mass shift change meetings at every critical operation with a focus on safety
  • Promote a focus on strategy, skills, and people development across the Group
Sustainability
  • Drive Journey to Zero
  • Chair E&S Committee meetings and provide quarterly reports to the ESG & Nominating Committee and the Board, highlighting progress against the Company’s sustainability goals and compliance with its sustainability policies
  • Progress sustainability goals with a focus on emissions reductions and reclamation

2024 Accomplishments against Strategic Priorities

Strategic
Initiatives
  • Feasibility study for Lumwana expansion completed, nearly doubling production projections and extending mine life by 16 years; early works construction commenced, with first production from the expansion anticipated in 2028
  • Reko Diq feasibility study completed adding 7.3Mt of attributable copper and 13Moz of attributable probable gold reserves(1); Environmental Impact Assessment completed and early works construction commenced, with first copper and gold production anticipated by the end of 2028
  • Pueblo Viejo production ramp up revisited with reconstruction of the conveyer belt and Naranjo Tailings Storage Facility feasibility study completed to enable extension of mine life to 2040s
  • Porgera mine successfully restarted
  • Wholly-owned Fourmile project advanced to pre-feasibility following a successful 2024 drilling program that showed significant value potential, having increased indicated resources by 192% and inferred resources by 138%(1)
  • Established new exploration partnerships in Zambia, Jamaica, and Ecuador
  • Led the annual strategic planning sessions and workshops for all key sites
  • Engaged with stakeholders to reinforce all aspects of our social license to operate and led investor, government, media and general public engagements; two site visits and six investor webinars held in 2024
  • Engaged with governments of all Barrick’s host countries as well as those in new exploration domains to address points of issue and opportunities
  • Held multiple meetings with all of Barrick’s top 20 actively managed institutional shareholders, and met with over 400 institutional investors during the year
Operational
Excellence
  • Alongside regional and corporate functional executives, led quarterly in-country operational review sessions across all mine sites, including tailored strategic review and team effectiveness sessions with mine and country management teams to drive improvement, growth, and operational excellence for all of our operations, with a focus on local sustainability and human capital matters
  • Continued to drive the business strategy with a focus on operational excellence, specifically at Nevada, Pueblo Viejo, and North Mara
  • 69% increase in net earnings to $2.14 billion, 51% increase in adjusted net earnings to $2.21 billion and a 30% rise in attributable EBITDA to $5.19 billion for 2024 – the highest in over a decade(2)
  • $1.2 billion in total shareholder returns in 2024, including total annual dividends paid to shareholders of $696 million and a further return of $498 million from share buybacks; simultaneously maintained a peer leading balance sheet with very low debt net of cash
  • Achieved 2024 production guidance for gold and copper
  • Grew attributable proven and probable gold mineral reserves by 17.4 million ounces (23%) before 2024 depletion, led by the conversion of Reko Diq copper-gold resources to mineral reserves, adding 13 million ounces of gold(1)(3)
  • Grew attributable copper mineral reserves by 224% year-on-year on an attributable basis, at more than 13% higher grade(3)
  • Held mass or shift change meetings at every critical operation with a focus on safety
  • Significant drilling results at Nevada Gold Mines, Reko Diq, Loulo, Tanzania and Kibali confirmed quality pipeline of targets, with progress on early-stage targets across Barrick’s expanding greenfields portfolio
  • Maintained a strong focus on succession planning, talent development, and productivity. In 2024, appointed a new Managing Director for Nevada Gold Mines, and drove labour efficiency analyses at all sites; facilitated talent reviews and succession planning with the executive team for Barrick’s Top 250 leaders, and expanded the rollout of the Barrick Academy across the Group
Sustainability
  • Tangible progress in our safety program Journey to Zero, achieving a 48% reduction in LTIFR and a 20% reduction in TRIFR year-on-year; regrettably, the safety improvements were offset by fatalities that occurred during 2024
  • Africa & Middle East region achieved its lowest Malaria Incident Rate (MIR) on record, lowering the MIR by a further 51% from 2023
  • Progressed sustainability goals, including 824ha of land reclaimed and rehabilitated, exceeding the 2024 target by 13%
  • In 2024, invested more than $48 million in local economic development, of which more than $9.8 million was in education initiatives
  • Shared the benefits of our operations by employing local people, procuring from local businesses, and investing in our local communities; as of December 31, 2024, 97% of employees are host country nationals, 55% of employees are from local communities, and 76% of senior managers are host country nationals
  1. Estimated in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects as required by Canadian securities regulatory authorities. Estimates are as of December 31, 2024, unless otherwise noted. Complete mineral reserve and mineral resource data, including tonnes, grades, and ounces, can be found on pages 83-92 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements. For further details, see “Other Information – Technical Information”.
  2. Adjusted net earnings and EBITDA are non-GAAP financial performance measures with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other companies. For further details, see “Other Information – Use of Non-GAAP Financial Performance Measures”.
  3. Estimated in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects as required by Canadian securities regulatory authorities. Estimates are as of December 31, 2024, unless otherwise noted. Complete mineral reserve and mineral resource data, including tonnes, grades, and ounces, can be found on pages 83-92 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements. For further details, see endnote 15 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements and “Other Information – Technical Information”.

Reported and Realized Pay Comparison for the President and Chief Executive Officer

    

Reported Pay (excluding pension value) includes base salary, API earned, the grant date fair value of LTI awarded but not yet vested, and all other compensation as reported in the Summary Compensation Table”
 

    

Realized Pay is the compensation actually received by the President and Chief Executive Officer during the year, including base salary, API earned and all other compensation, as reported in the “Summary Compensation Table”. It also includes the value of LTI awards that vested during the year and for which applicable post-vesting holding restrictions have lapsed, as reported in the Value Vested or Earned During the Year table for each respective year. Additionally, it includes the market value of previously vested LTI awards for which the applicable post-vesting holding restrictions lapsed during the year.

 

The image shows a bar chart comparing reported versus realized injury metrics from 2020 to 2024. Each year has at least two bars (brown for Reported and beige for Realized). In 2020, there's a dramatic difference with 17,081 reported injuries versus 7,127 realized (↓58%). For 2021, 13,510 reported versus 11,956 realized (↓12%). In 2022, 12,483 reported versus 13,853 realized (↑11%). The 2023 data is split into three categories: 11,841 reported injuries, 15,686 realized injuries with legacy Randgold LTI (↑32%), and 12,027 realized injuries without legacy Randgold LTI (↑2%). For 2024, there were 11,127 reported versus 10,069 realized injuries (↓10%). The chart demonstrates year-over-year fluctuations in both reporting accuracy and injury trends.

 

The graph (expressed in thousands of dollars) compares the compensation reported for our President and Chief Executive Officer in the “Summary Compensation Table” with the compensation that he actually received in 2024.

We award a significant portion of our executive compensation in LTI to ensure a sharp focus on long-term value creation. Although LTI awards are reported in the Summary Compensation Table, our President and Chief Executive Officer will not actually receive value from these awards until they vest or when the sale and transfer restrictions lapse. The value of these LTI awards at that point may differ from the initially reported value due to changes in our share price and company performance, which ensures the value of the awards reflects the overall shareholder experience over the long-term. The value of the LTI awards reported in the “Summary Compensation Table” therefore represents a future compensation opportunity, rather than an in-year compensation value.

In 2023, Realized Pay included the market value of certain legacy Randgold Restricted Share Scheme and Long-Term Incentive Plan awards that vested in 2021 and became unrestricted following the expiry of the two-year holding period on January 1, 2023 and May 15, 2023, respectively. These legacy Randgold awards were assumed by Barrick at the time of the Merger. For more information on the legacy Randgold Restricted Share Scheme and Long-Term Incentive Plan awards that vested in 2021, please refer to the 2022 Information Circular. The 2023 values are shown including and excluding the realized value of the legacy Randgold awards ($3,659,223) to enable robust comparison with Realized Pay in 2024 and prior to 2023, which years were unaffected by legacy Randgold LTI awards. There are no outstanding unvested legacy Randgold awards.

In 2024, the compensation that our President and Chief Executive Officer actually received (Realized Pay) included his base salary, an API award paid in cash, and benefits and perquisites as incurred. Realized Pay also included the value from certain LTI awards that vested during the year and for which applicable post-vesting holding restrictions have lapsed, namely the vesting of the second and third one-third tranches of the February 2022 PGSUs and the vesting of the first one-third tranche of the February 2023 PGSUs. Upon vesting, the after-tax proceeds were used to purchase Barrick Shares, further bolstering the President and Chief Executive Officer’s already substantial total share ownership position of over six million Barrick Shares as at December 31, 2024.

Over the past five years, Realized Pay was, on average, 7% less than the Reported Pay in the Summary Compensation Tablewhen including the value of legacy Randgold LTI awards. In 2024, Realized Pay was 10% lower than the Reported Pay in the “Summary Compensation Table”.

 

Graham Shuttleworth

Senior Executive Vice-President, Chief Financial Officer

Mr. Graham Shuttleworth was appointed Senior Executive Vice-President, Chief Financial Officer on January 1, 2019. In determining Mr. Shuttleworth’s API award, the Compensation Committee considered the Company performance achieved for the ESG, Production, and Costs measures, which account for 50% of the API payout. For the remaining 50%, the Compensation Committee also considered the President and Chief Executive Officer’s recommendations and Mr. Shuttleworth’s contributions in advancing our 2024 financial and strategic priorities. After considering the 2024 scoring for each performance category summarized below, the Compensation Committee awarded Mr. Shuttleworth an API of $1,409,139.

API Scorecard Performance Category
2024 Weighting
2024 Score
Company API Scorecard 50% 39%
Strategic Priorities 50% 78%
Overall API Score (of 100%) 58.7%

 

2024 Strategic Priorities (50% Weighting)
Strategic Initiatives
  • Lead negotiations on project financing for the Reko Diq project and provide oversight of the structure, timeline, lending group, legal drafting and drawdown structuring to meet Barrick’s investment criteria
  • Complete the update of the Company-wide Corporate Risk Assessment to manage risks
  • Complete a strategic review and strengthen cybersecurity systems across the Group
  • Review opportunities to enhance shareholder returns through dividends and share buybacks
  • Review tax exposures and liabilities, and negotiate settlements where appropriate
Operational Excellence
  • Lead strategy and team effectiveness workshops for the financial, commercial, supply chain, systems, information technology and business assurance and risk teams to drive operational excellence and innovation
  • Review capital expenditure to ensure efficient use of funds and drive disciplined execution and accuracy in forecasting across the Group to achieve the budgeted costs
  • Review global insurance coverage to ensure the program can achieve appropriate risk transfer at the most efficient rates
  • Ensure Group Systems Gap Assessment is completed and that detailed and prioritized action plans are developed with the regional leadership teams
  • Drive the implementation and integration of enterprise-level information technology systems across the business, including Xeras, OneStream and our daily global reporting system, to enhance planning and control
  • Identify and pilot a group contractor management system at one site to enhance safety and compliance with Barrick’s global contractor standards and practices
  • Partner with the supply chain function to mitigate critical supplier cybersecurity risks and establish a systematic process for enhancing IT practices across suppliers
  • Partner with the mineral resource management function to build a roadmap for the Mine Call Factor Project to enhance mining efficiencies
  • Complete a review of Porgera’s connectivity and deliver a fit for purpose solution to support enterprise system usage and communications following the operation’s restart
Sustainability
  • Deliver on Group G&A cost guidance
  • Drive simplification of Barrick’s corporate structure by eliminating unnecessary entities, reducing intercompany loans, and addressing tax inefficient funding structures
  • Lead benchmarking of operational & financial metrics across sites, regions and peers and define specific short-term improvement action steps with respect to any key gaps
  • Drive strategy to effectively address the implications of the OECD Pillar 2 rules globally
  • Embed the sustainability financial based metrics into our existing month end close processes with associated controls
  • Drive a profitable business that can fund its future through free cash flow from operations(1)

2024 Accomplishments against Strategic Priorities

Strategic
Initiatives
  • Developed the financing plan for Reko Diq, which will be anchored by up to US $3 billion of limited recourse project financing provided by a consortium of multilateral, export credit and import finance agencies
  • Completed global risk assessment, identifying potential risks across all business areas, evaluating their impact and likelihood, and mitigation strategies to ensure informed decision-making and corporate resilience
  • Advanced Barrick’s cyber strategy and approach to managing and mitigating cybersecurity risks, including implementation of proactive threat intelligence, increased employee training, and simulated phishing attacks and ran tabletop exercises with operational and functional teams to test resilience and readiness
  • Renewed share buyback program ensuring the company capitalized on the embedded value in Barrick’s business and growth pipeline; $498 million in total capital returned to shareholders through the buyback program
  • Balanced the need to fund growth options to drive future value while maintaining sustainable returns to shareholders; $696 million paid in dividends or US $0.40 per share while debt net of cash remained low
  • Successfully negotiated the resolution of significant legacy tax exposures in Chile
Operational
Excellence
  • Led strategy and team effectiveness workshops across finance, supply chain, systems, information technology and business assurance & risk group functions to drive operational excellence and innovation
  • Led monthly capital review meetings to ensure a disciplined approach to all capital investment decisions based on a comprehensive understanding of risk and reward, including a high degree of rigor; capital expenditure in line with guidance for 2024
  • Implemented an automated daily reporting system for Nevada Gold Mines to enhance management and control
  • Conducted a comprehensive review of global insurance coverage, optimizing risk transfer strategies and securing the most efficient rates. Successfully identified cost-saving opportunities and enhanced coverage terms, ensuring robust protection for the program while maximizing financial efficiency
  • Performed systems gap analysis for key global systems and completed improvement initiatives to address findings, as well as improvements in data integration and automation between systems to increase efficiency in planning and control
  • Drove the ongoing implementation of our global suite of systems for Reko Diq in step with the project’s requirements
  • Identified and implemented a contractor management system at Lumwana to ensure safety and contract compliance for vendors (including for all new contractors related to the expansion project)
  • Established a well-defined process to identify and address critical cyber security risks for key supply chain partners with ongoing processes to ensure continuous improvements
  • Delivered a roadmap for the Mine Call Factor application and successfully piloted the application in the Africa and Middle East region and at Phoenix at Nevada Gold Mines
  • Successfully completed a comprehensive review of Porgera’s connectivity, identifying critical gaps, and implemented a fit-for-purpose satellite solution. Enhanced network infrastructure to ensure reliability and commenced the implementation of SAP following the site's restart
Sustainability
  • Maintained industry leading low G&A costs by streamlining Barrick’s corporate structure, reducing closure liabilities particularly in relation to legacy mines and driving operational cost efficiencies; delivered 2024 G&A cost reduction of 9%, well below budget and lowest in the last six years
  • Performed an initial benchmarking exercise on costs and efficiencies across sites to identify areas of focus and improvement for 2025 which will form the basis of a major cost reduction project in both operations and maintenance
  • Led the team on engagements relating to tax reform and tax policy in the key jurisdictions in which the Group operates
  • Led team to design and implement corporate structure to mitigate the impact of the OECD Pillar 2 rules on global minimum taxation across the Group
  • Ensured sustainability financial-based metrics included in month-end close processes and established framework for the non-financial metrics to follow
  • Net earnings increased by 69% year-on-year and free cash flow more than doubled(1)
  1. Free cash flow is a non-GAAP financial performance measure with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other companies. For further details, see Other Information – Use of Non-GAAP Financial Performance Measures.

 

Kevin Thomson

Senior Executive Vice-President, Strategic Matters

Mr. Kevin Thomson was appointed Senior Executive Vice-President, Strategic Matters on October 14, 2014. In determining Mr. Thomson’s API award, the Compensation Committee considered the Company performance achieved for the ESG, Production, and Costs measures, which account for 50% of the API payout. For the remaining 50%, the Compensation Committee also considered the President and Chief Executive Officer’s recommendations and Mr. Thomson’s contributions in advancing our 2024 financial, operational, and strategic priorities. After considering the 2024 scoring for each performance category summarized below, the Compensation Committee awarded Mr. Thomson an API of $1,350,364.

API Scorecard Performance Category
2024 Weighting
2024 Score
Company API Scorecard 50% 39%
Strategic Priorities 50% 73%
Overall API Score (of 100%) 56.3%

 

Strategic Priorities (50% Weighting)
Strategic Initiatives
  • Source, evaluate, and pursue external growth opportunities to extend Barrick’s global footprint and increase portfolio optionality
  • Drive the negotiation and completion of joint venture agreements, earn-in agreements, and strategic investments in areas with promising geology
  • Develop and execute plans for the sale of Barrick’s non-core assets, including closure properties and minority equity interests in other gold mining companies
  • Consider global opportunities with potential new partners, including sovereign wealth funds
  • Take a leadership role in progressing various initiatives and matters on Reko Diq
  • Optimize and restructure existing joint venture agreements and other transaction agreements
Operational Excellence
  • Work with Barrick’s internal legal and governance groups on governance and board issues that arise throughout the year
  • Work with Barrick’s internal finance and legal groups on disclosure issues that arise throughout the year in various jurisdictions
  • Work with Barrick’s internal legal group to manage legal, regulatory, and litigation issues that arise from time to time
Sustainability
  • Work with Barrick’s internal legal group and others to resolve issues that arise from time to time in partnerships and joint ventures
  • Develop and drive government engagement strategies

2024 Accomplishments against Strategic Priorities

Strategic
Initiatives
  • Progressed a number of Reko Diq project initiatives
  • Drove multi-disciplinary teams in the assessment and pursuit of various promising external growth opportunities
  • Invested in future growth by extending our global exploration footprint via the execution of numerous earn-in agreements in regions in which we have an existing presence including Canada, the U.S., the Dominican Republic, Peru, Tanzania, Zambia and Senegal, and in new regions including Jamaica and Ecuador
  • Completed the sale of various non-core equity interests totaling approximately $100 million at significant gains and the divestment of other non-core assets
Operational
Excellence
  • Provided guidance and counsel to the President and Chief Executive Officer, as well as the executive leadership team on various strategic matters that arose from time to time throughout the year
  • Worked with the leadership teams in our North America, Latin America and Asia Pacific, and Africa and Middle East regions on numerous strategic initiatives and risk mitigation matters that arose throughout the year
  • Provided strategic oversight and direction on various litigation, regulatory, and other risk-related matters
  • Worked closely with Barrick’s General Counsel on various matters throughout the year
  • Provided guidance to Barrick’s Corporate Secretary regarding various governance and disclosure issues throughout the year
Sustainability
  • Worked closely with Barrick’s President and Chief Executive Officer, General Counsel, and others on joint venture issues that arose from time to time throughout the year
  • Played a key role in the delivery of Barrick’s 2024 strategic and operational objectives

 

Mark Hill

Chief Operating Officer, Latin America and Asia Pacific

Mr. Mark Hill was appointed Chief Investment Officer on September 12, 2016 and held that position until December 31, 2018. Following the Merger, on January 1, 2019, Mr. Hill was appointed Chief Operating Officer, Latin America and Asia Pacific. In determining Mr. Hill’s API award, the Compensation Committee considered Company and regional performance achieved for the ESG, Production, and Costs measures, which account for 50% of the API payout. For the remaining 50%, the Compensation Committee also considered the President and Chief Executive Officer’s recommendations and Mr. Hill’s contributions in advancing our 2024 financial, operational, and strategic priorities including safety improvements across the region. After considering the 2024 scoring for each performance category summarized below, the Compensation Committee awarded Mr. Hill an API of $1,296,912.

API Scorecard Performance Category
2024 Weighting
2024 Score
Company API Scorecard 25% 39%
Latin America and Asia Pacific Region API Scorecard 25% 59%
Strategic Priorities 50% 70%
Overall API Score (of 100%) 59.6%

 

Strategic Priorities (50% Weighting)
Strategic Initiatives
  • Advance the growth strategy for the Latin America and Asia Pacific region by supporting the evaluation of external growth opportunities, including those with strategic partners  
  • Finalize the plan for Pascua Lama
  • Complete the feasibility study for Reko Diq and deliver the commercial plan
  • Embed Barrick’s DNA at Porgera and Reko Diq through comprehensive integration efforts, ensuring alignment with the new team and fostering a culture that reflects Barrick’s values, mission, and strategic objectives
  • Complete the pre-feasibility study and develop a plan for Norte Abierto
  • Work with the President and Chief Executive Officer to effectively manage government relationships across the Latin America and Asia Pacific region and initiate government engagements in new countries
Operational Excellence
  • Achieve Group safety improvement goals (lagging and leading) and implement the Fatal Risk Standards and Critical Controls
  • Execute on Barrick’s 2024 business plan for the Latin America and Asia Pacific region, including achieving targets (total cash costs of $933 per ounce, All-in sustaining costs of $1,317 per ounce, and capital expenditures of $651 million)(1)
  • Complete the construction of phase 7B at the Veladero Leach Pad
  • Restart operations at Porgera by January 2024
  • Successfully execute the closure of Pierina
  • Drive ongoing implementation of Xeras, a mine financial planning software program, across the Latin America and Asia Pacific region
  • Develop human resources capabilities across the Latin America and Asia Pacific regional team
  • Advance human capital management strategy and develop leadership capabilities across the Latin America and Asia Pacific regional team by delivering on training commitments and university programming
  • Right-size the Latin America and Asia Pacific teams
Sustainability
  • Ensure ESG and sustainability are operational imperatives by promoting a Zero Harm workplace, driving GHG reduction strategies across the region, and improving water efficiencies 
  • Advance the integrated power solution for Pueblo Viejo; key activities include the solar plant project, reviewing the option to add another gas generating unit, and securing the future gas supply for the current plant
  • Deliver on diversity targets and develop a plan for Reko Diq and Papua New Guinea

2024 Accomplishments against Strategic Priorities

Strategic
Initiatives
  • Reconstituted Reko Diq project and completed a feasibility study which added 7.3 million tonnes of copper at 0.48% to attributable copper reserves,(2) representing an addition of more than 20 million tonnes of proven and probable copper reserves on a 100% basis since 2023(3)
  • The Pueblo Viejo plant expansion delivered and added 11 million ounces of gold to reserves following the completion of the technical study(4); Pueblo Viejo Naranjo Tailings Storage Facility feasibility study completed and drilling ongoing to validate design
  • Veladero life of mine was extended to 2033, and the turnaround drives cash delivery
  • Repatriated cash from Veladero to enable full shareholder debt repayment by year-end
  • Porgera was restarted successfully despite challenges (resolved tax dispute, obtained Special Mining Lease, and executed restart plan)
  • Norte Abierto team awarded Bechtel the Stage 2A pre-feasibility study contract; work started in January 2025 and completion is expected by Q4 2025 for Newmont and Barrick review
  • Rationalized and refocused exploration projects in the region
  • Engaged with government representatives across the Latin America and Asia Pacific region on matters including tax, permitting, local economic development, and legacy environmental liabilities
  • Long-standing Chile tax matters were successfully resolved, strengthening relations with the government
Operational
Excellence
  • Leading indicator performance greatly improved during 2024 with a focus on the operational Critical Control Verifications plus Hazard Identification training and quality audits
  • The Latin America and Asia Pacific region replaced 115% of the regional 2024 gold reserve depletion before the addition of Reko Diq, but delivered slightly below guidance due to a slower-than-expected ramp up at Pueblo Viejo(2)
  • Porgera grew attributable gold reserves by 22% year-on-year with the successful conversion of the open-pit Link cutback adjacent to the West Wall cutback(2)
  • Veladero delivered the best production in the last five years, the Phase 7A leach pad completed, and the Phase 7B leach pad was successfully commissioned
  • Xeras was fully implemented in Pueblo Viejo and Veladero, and introduced to Porgera in 2024 for use starting in 2025; throughout the year, enhancements in automation, forecast traceability, system reliability, and reporting capabilities were achieved
  • Significant closure execution; Pierina closure is on track for completion in 2025
  • Pueblo Viejo is targeting more than 800 koz of high-margin ounces per annum following ramp-up
  • Robust regional succession pipelines put in place
  • Revitalized graduate programs at Pueblo Viejo and Veladero, implemented Reko Diq International Graduate Development Program, and relaunched graduate programs at the University of Papua New Guinea to support local Porgerans through higher education in mining-related disciplines 
  • At Pueblo Viejo, focused on disciplined execution of key engineering projects, plant reliability, and operator training to increase throughput and recovery
  • The office footprint in Santiago and Lima is being reduced to support exploration and key activities; closure of Pierina and the associated headcount reduction progressed as planned
Sustainability
  • El Naranjo Tailings Storage Facility is advancing at Pueblo Viejo, including progress on contract tenders and long lead procurement to drive critical supply chain activities, as well as initiation of field work with access road construction
  • Pueblo Viejo ESIA approval was obtained, and the Resettlement Plan is advancing
  • The Veladero power line was commissioned to reduce GHG emissions and generate efficiencies
  • Workforce diversity has improved, with increased female representation; Pueblo Viejo received international recognition for its diversity efforts, while Veladero was acknowledged as a leader in gender balance practices within Argentina
  • Continued to advance community development programs at Reko Diq, including the reopening of two schools after more than 10 years
  • Annual year-on-year GHG emissions for the region (currently undergoing verification), increased by 10%, primarily driven by the Porgera restart and an increase in lime consumption at Pueblo Viejo; overall emission intensity (tCO2e/ t ore processed) decreased by 4%
  • Diversity has improved through the continued prioritization of recruiting local nationals, who comprised 97% of the Latin America and Asia Pacific region’s workforce by the end of 2024; efforts to enhance gender diversity have also progressed, with women representing 24% of the workforce in Latin America and 18% across the Latin America and Asia Pacific region by the end of 2024, accounting for 19% of new hires in the Latin America and Asia Pacific region in 2024, with a notable 44% in Latin America
  • Barrick and Zijin contributed $1 million to support Papua New Guinea landslide victims
  • Initiated solar site investigation at Pueblo Viejo
  1. Total cash costs and all-in sustaining costs are non-GAAP financial performance measures with no standardized definition under IFRS. Although standardized definitions were published in 2013 by the World Gold Council (a market development organization for the gold industry comprised of and funded by gold mining companies from around the world, including Barrick), it is not a regulatory organization, and other companies may calculate this measure differently. This measure should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. For further details regarding non-GAAP financial performance measures, see “Other Information – Use of Non-GAAP Financial Performance Measures”.
  2. Estimated in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects as required by Canadian securities regulatory authorities. Estimates are as of December 31, 2024, unless otherwise noted. Complete mineral reserve and mineral resource data, including tonnes, grades, and ounces, can be found on pages 83-92 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements. For further details, see “Other Information – Technical Information”.
  3. Estimated in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects as required by Canadian securities regulatory authorities. Estimates are as of December 31, 2024, unless otherwise noted. Complete mineral reserve and mineral resource data, including tonnes, grades, and ounces, can be found on pages 83-92 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements. For further details, see endnote 15 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements and “Other Information – Technical Information”.
  4. For further details, refer to the Technical Report on the Pueblo Viejo Mine, Dominican Republic, dated March 17, 2023 and filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov on March 17, 2023.

 

Sebastian Bock

Chief Operating Officer, Africa and Middle East

Mr. Sebastiaan Bock was appointed Senior Vice President, Chief Financial Officer, Africa and Middle East on January 1, 2019 and was appointed Chief Operating Officer, Africa and Middle East on July 1, 2022. In determining Mr. Bock’s API award, the Compensation Committee considered the Company and regional performance achieved for the ESG, Production, and Costs measures, which account for 50% of the API payout. For the remaining 50%, the Compensation Committee also considered the President and Chief Executive Officer’s recommendations and Mr. Bock’s contributions in advancing our 2024 financial, operational, and strategic priorities. After considering the 2024 scoring for each performance category summarized below, the Compensation Committee awarded Mr. Bock an API award of $1,021,906.

API Scorecard Performance Category
2024 Weighting
2024 Score
Company API Scorecard 25% 39%
Africa and Middle East Region API Scorecard 25% 52%
Strategic Priorities 50% 78%
Overall API Score (of 100%) 61.9%

 

Strategic Priorities (50% Weighting)
Strategic Initiatives
  • Deliver at least one new growth project outside the current portfolio for the Africa and Middle East region
  • Deliver the Lumwana feasibility study and ensure readiness for project set-up in 2025
  • Drive the improvement of mining efficiencies to the planned feasibility study levels of the Super Pit at the Lumwana copper mine
  • Work with other Barrick executives to grow the Africa and Middle East region through value-adding discoveries and acquisitions, including the expansion of Barrick’s copper portfolio
Operational Excellence
  • Maintain and grow the 10-year production profile, supported by a robust and integrated exploration pipeline, and integrate rolling plans into the business with a clear focus on costs 
  • Deliver on Barrick’s 2024 business plan for the Africa and Middle East region
  • Manage stock holdings to agreed levels on all sites and continuously review and manage optimal broken stock and stockpiles at each operation to maintain operational flexibility
  • Review and update the power roadmap for Lumwana, Tanzania, and Saudi Arabia, and deliver in line with commitments
  • Review the needs of each site and set out a roadmap for technological innovation in conjunction with functional executives
  • Ensure Tailings Storage Facility actions for “Very High” and “Extreme” consequence facilities in the region, as classified under the GISTM, remain on track
  • Deliver the efficient integration of information technology and operational technology systems across the Africa and Middle East region, and drive accountability across the business
  • Develop human resources capabilities across the Africa and Middle East regional team, and launch the Leadership & Management program in the Africa and Middle East region for frontline management
  • Manage the ramp-up of the Lumwana workforce and ensure it is integrated operationally
  • Review the graduate and bursary programs across Africa and Middle East region, agree with Barrick Exco on strategy, and execute strategy
Sustainability
  • Drive the development of host country nationals and deliver on localization targets for 2024
  • Deliver an integrated Lumwana housing and economic development plan to build on our social license
  • Advance investment in Barrick’s REDD+ program surrounding Lumwana as part of Barrick’s future investments in community projects and contributions to the Zambian economy 

2024 Accomplishments against Strategic Priorities

Strategic
Initiatives
  • Expanded exploration frontiers in the Central African Copper Belt, which positions Barrick to capitalize on the copper fundamentals
  • Lumwana expansion permitted and engineering partners appointed; on track with early works design and long lead item fabrication
  • Completed the Lumwana Super Pit expansion feasibility study, which added 5.5 million tonnes of copper reserves to the project, resulting in proven and probable copper reserves of 8.3 million tonnes of copper at 0.52%(1)(2)
  • New decline development commenced at Bulyanhulu to access new reserves and increase mining flexibility
  • Significant drilling results at Loulo, Tanzania, and Kibali confirm a quality pipeline of targets, with progress on early-stage targets across Barrick’s expanding greenfields portfolio
Operational
Excellence
  • Solid 10-year production profile extended, driven by investment and growing the 15-year growth pipeline
  • Growth of gold mineral reserves in the Africa and Middle East region is predominantly driven by both Bulyanhulu and Loulo-Gounkoto, with extensions of the high-grade Reef 2 and Yalea underground orebodies, respectively, combined with growth of the Faraba open pit
  • Ongoing conversion drilling at Kibali replaced 98% of depletion, with ongoing development to establish further underground drill platforms for 2025(1)
  • Delivered the Lumwana Expansion feasibility study adding significant mineral reserves, with the operation projected to produce 240kt pa copper from a 52Mt pa process plant expansion extending mine life to more than 30 years
  • Delivered on 2024 production guidance for the region
  • Tongon, Bulyanhulu, Jabal Sayid and Buzwagi achieved a full year without a Lost-Time Injury
  • Kibali gold mine achieved the highest yearly throughput since its commissioning, underscoring the mine’s continued focus on operational excellence
  • Lumwana delivered record production in Q4 2024
  • Ensured appropriate flexibility built into mine plans across the region with a focus on stockpiles, broken stocks and development achievement
  • Tailings Storage Facility projects on track across the region
  • Further strengthened the management team at Kibali and refocused exploration on highly prospective areas within the Kibali permit which hold significant potential to bolster the mine’s reserve pipeline
  • Africa and Middle East region achieved its best MIR on record (51% reduction from 2023)
  • Launched the Leadership & Management program in the Africa and Middle East region, which will train more than 2,500 foremen, supervisors, and superintendents across the region by the end of 2025
  • Launched the Africa and Middle East regional bursary scheme focused on developing young people from our host nations to study mining and finance-related fields
  • Progressed power solutions to improve grid stability in Zambia and Tanzania with solid action plans commencing in 2025 and progressed the Saudi Arabia power map to incorporate a grid connection planned for 2026
  • Implemented real-time data tools for day-to-day management of key performance indicators at Kibali with a planned wider roll-out across the Group
  • Improvement in Lumwana mining performance driven through the implementation of operator level key performance indicator tracking
  • Managed the initial onboarding of the core construction team for the Lumwana expansion and implemented a planned ramp-up of the Lumwana workforce for the expansion which integrates with the ongoing operation
  • Delivered on our Tailings Storage Facility strategies, with the remaining expenditure on track, securing further future growth
Sustainability
  • Developed a model for renewable energy in African mining through the significant progress on the construction of a 16 MW solar plant at Kibali, designed to reduce carbon dioxide emissions from 45kt to 24kt per year
  • Delivered on GHG Reductions Roadmap with the progress made on the solar power and BESS project at Kibali
  • Improved diversity through the continued prioritization of recruiting local nationals (95.29% of the Africa and Middle East region’s workforce at the end of 2024), as well as the continued drive to increase gender diversity, with women representing 8.48% of the region’s workforce at the end of 2024 (up from 7.72% in 2023) and comprising 13.13% of new hires in 2024
  • The Ma’aden Barrick Copper Company (MBCC), a 50/50 joint venture between Barrick and Ma’aden, became the first mine in Saudi Arabia to recruit women to work in remote areas for operational roles; training deployed for 15 women across multiple disciplines, including as instrument and planning engineers in the maintenance department, and as chemists in the process plant
  • Continued investment in our REDD+ initiative surrounding Lumwana, to offset environmental impacts, partnering with local chiefdoms and the Zambia government; ~200,000 hectares of forest already secured for the project
  • Progressed the development of a regional hub in Zambia focused on expanding the current Zambian mining skills and building national companies through an industrial supplier park, creating a new town development for 2,000 employee homes, and building an airstrip to facilitate growth of the economy and improve transport links
  1. Estimated in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects as required by Canadian securities regulatory authorities. Estimates are as of December 31, 2024, unless otherwise noted. Complete mineral reserve and mineral resource data, including tonnes, grades, and ounces, can be found on pages 83-92 of the MD&A accompanying Barrick’s fourth quarter and full year 2024 financial statements and “Other Information – Technical Information”.

Compensation Governance and Oversight

Barrick’s Compensation Governance Process

Board Oversight

The Board is responsible for the oversight of Barrick’s executive compensation principles, practices, and programs and the approval of major compensation programs on the recommendation of the Compensation Committee. The independent directors of the Board approved the compensation of the Chairman (including compensation for his service as Executive Chairman until the completion of the transition on February 13, 2024) and the President and Chief Executive Officer based on the recommendations of the Compensation Committee. The Board also approves director compensation programs.

Role of the Compensation Committee

As the steward of our pay-for-performance philosophy, the Compensation Committee:

  • Designs and drives all aspects of Barrick’s compensation policies and plans;
  • Develops performance measures and scorecards for Barrick’s long-term and short-term executive compensation programs;
  • Evaluates the collective performance of Partnership Plan participants by using the Long-Term Company Scorecard as well as performance of Company and regional measures for the API Program at the end of each year;
  • Provides recommendations to the Board regarding compensation for the Chairman in consultation with the Lead Director;
  • Provides recommendations to the Board regarding compensation for the President and Chief Executive Officer based on an assessment of his performance for the year by the Chairman, in consultation with the Lead Director, at the end of each year;
  • Reviews and approves the compensation of our NEOs and other senior officers, other than the President and Chief Executive Officer, based on their respective individual API Scorecard evaluations and other relevant factors provided by the President and Chief Executive Officer at the end of each year;
  • Considers feedback from shareholders with respect to Barrick’s overall compensation strategy;
  • Considers the implications of risks associated with the Company’s executive compensation programs and practices;
  • Reviews, from time to time, the impact on compensation of human capital initiatives; and
  • Reviews the remuneration of the directors, from time to time, to ensure that it properly reflects the time commitment and responsibilities associated with being an effective director.

Composition of the Compensation Committee

The Compensation Committee is comprised of Isela A. Costantini (Chair), Helen Cai, Christopher L. Coleman, Brian L. Greenspun, and J. Brett Harvey. None of the Compensation Committee members is an officer or employee of Barrick or its subsidiaries, and each member of the Compensation Committee meets the Board’s independence standards derived from the corporate governance guidelines established by the NYSE Standards and National Instrument 58-101 – Disclosure of Corporate Governance Practices.

Collectively, the Compensation Committee’s members have extensive compensation-related experience in the natural resources and energy sectors as senior executives (past and present) and members of the board of directors and committees of other public and private corporations.

  • Ms. Costantini is the Chair of the Compensation Committee. She has extensive experience as the Chief Executive of Groupo Financiero GST, and well as experience from former roles including President and Chief Executive Officer of Aerolínas Argentinas, and President and general director, Argentina, Paraguay and Uruguay, for General Motors. As such, she draws from her extensive boardroom leadership, management, and international business experience to provide relevant compensation and governance-related insights.
  • Ms. Cai has extensive experience covering public companies as a financial analyst (including in the mining sector) and advising public companies as an investment banker. As such, Ms. Cai has a deep understanding of capital markets perspectives with respect to executive compensation and performance, including short-term and long-term performance measures that are strategically relevant and aligned to overall value creation for shareholders. Ms. Cai is also a member of the Audit & Risk Committee, which assists in the consideration of issues that are relevant to the mandates of both the Audit & Risk Committee and the Compensation Committee.
  • Mr. Coleman served as Chair of the Compensation Committee from January 1, 2019 until August 8, 2024. He has extensive experience as a member of the compensation committee of the board of directors of Papa John’s International, Inc. and was the Chairman of the board of directors of Randgold prior to the Merger. He is Group Head of Banking and a Global Partner of Rothschild & Co. Mr. Coleman is also the Chairman of Rothschild Bank International and serves on a number of other boards and committees of the Rothschild & Co Group. As such, he draws from his extensive boardroom leadership, management, financial, and international business experience to provide relevant compensation and governance-related insights. Mr. Coleman will retire from the Board at the Meeting.
  • Mr. Greenspun has extensive experience as the Chairman and Chief Executive Officer of Greenspun Media Group. In addition, Mr. Greenspun is the Chair of Barrick’s ESG & Nominating Committee, which assists in the consideration of issues that are relevant to the mandates of both the ESG & Nominating Committee and the Compensation Committee.
  • Mr. Harvey is chairman of Warrior Met Coal’s compensation committee and a member of Allegheny Technologies’ personnel and compensation committee. He has held a number of positions with CONSOL Energy Inc., including Chairman Emeritus, Chairman, and Chief Executive Officer. As such, he draws from his previous committee leadership experience and his management experience to provide relevant compensation and governance-related insights. Mr. Harvey is a member of the Audit & Risk Committee and the ESG & Nominating Committee, which assists in the consideration of issues that are relevant to the respective committee mandates and the Compensation Committee. In addition, Mr. Harvey is the Lead Director of Barrick’s Board of Directors and served as Chair of Barrick’s Compensation Committee prior to its reconstitution on January 1, 2019.

The Board is confident that the Compensation Committee collectively has the knowledge, experience, and background necessary to carry out the Compensation Committee’s mandate effectively and to make executive compensation decisions in the best interests of the Company and its shareholders.

Independent Compensation Consultant

The Compensation Committee has sought the views of an independent compensation consultant on executive compensation-related matters from time to time. On March 1, 2019, the Compensation Committee appointed Willis Towers Watson, now known as WTW, as its independent consultant.

In 2023 and 2024, WTW supported the Compensation Committee with the annual compensation cycle, including a review of the Global Peer Group, a review of Barrick’s compensation design among industry peers, a review of executive compensation benchmarking data for certain executive Partner roles, support on the preparation of the Circular and shareholder engagement and an update of the annual compensation risk assessment which 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.

The Compensation Committee has reviewed WTW’s protocols and is satisfied that the appropriate safeguards are in place to ensure the objectivity and independence of WTW’s consulting advice.

The chart below summarizes the fees paid to WTW in 2023 and 2024 for services provided to the Compensation Committee.

  Executive Compensation-Related Fees
provided to the Compensation Committee(1)
All Other Fees for services
provided to management(2)
  2024 2023 2024 2023
WTW $252,641
(80%)
$209,306
(89%)
$63,928
(20%)
$26,296
(11%)
  1. WTW’s consulting fees are paid pursuant to a fixed-fee retainer for consulting services provided to the Compensation Committee between April 1, 2023 and March 31, 2024 and between April 1, 2024 and March 31, 2025. The value reported for 2024 reflects the annual retainer for WTW’s consulting support from January 1, 2024 to December 31, 2024. WTW’s consulting fees are in Canadian dollars and have been converted to U.S. dollars using the annual average exchange rate reported by the Bank of Canada for the relevant year (2024 – 1.3698 and 2023 – 1.3497).
  2. All Other Fees for services provided to management in 2023 and 2024 includes the purchase of Canadian and U.S. compensation surveys and membership fees for an executive compensation forum, as well as ad hoc requests from management. Consulting fees for services provided in Canada are in Canadian dollars and have been converted to U.S. dollars based on the annual average exchange rate reported by the Bank of Canada for the relevant year (2024 – 1.3698 and 2023 – 1.3497). Consulting fees for services provided in the United States are in U.S. dollars.

The Compensation Committee reviews and approves all fees and terms of consulting services provided by independent compensation consultants that are mandated by the Compensation Committee or commissioned by management. As provided in the Compensation Committee’s mandate, the Chair of the Compensation Committee must pre-approve any non-compensation services provided by the independent compensation consultants to ensure that the independence of the compensation consultants is not compromised.

Compensation Peer Group and Benchmarking

Barrick’s vision is to be the world’s most valued gold and copper mining business by finding, developing, and owning the best assets, with the best people, to deliver sustainable returns for our owners as partners. As the largest-producing, most geographically diverse and operationally complex mining company in Canada, there are no other Canadian publicly-traded mining companies that are similar to our scope and complexity. The market for executives with the skills and experience required to successfully drive Barrick forward is small, truly global, and in high demand. As a consequence, our Global Peer Group is comprised of 18 global companies that operate in the mining industry (72%) and broader extractive industries (28%), which takes into account Barrick’s existing operational footprint and focus on attracting and retaining the best people in the same or analogous industries. The Global Peer Group was developed based on a comprehensive review by the Compensation Committee in 2019 following the Merger and peers were selected based on the criteria below:

A table showing Barrick's peer group selection criteria with two columns. The left column titled Peer group objective lists three key objectives, each with a checkmark: 1) Reflect Barrick's increased size, scope, and complexity, 2) Reflect Barrick's expanded global reach, and 3) Reflect a broader competitive landscape for qualified and experienced executive talent. The right column titled Robust peer selection criteria provides detailed criteria for each objective: 1) Companies similar in size to Barrick (0.33x-3x market capitalization, revenue, and/or assets), 2) Companies with global footprint spanning multiple countries and at least 2 continents, focusing on those with operations in North America, Africa, Australia, and Europe, and 3) Capital intensive companies including gold/diversified metal mining companies and non-mining extractive companies to reflect the broader talent landscape.

Each year, the Compensation Committee evaluates and, if appropriate, updates the composition of the Global Peer Group. In completing this annual review, the Compensation Committee considers:

  • The Global Peer Group’s long-term alignment to the peer selection criteria;
  • Feedback received from shareholders on its composition; and
  • Gold and mining companies that are subject to a similar long-term commodity cycle and price pressures.

Changes to the Global Peer Group are carefully considered and generally made infrequently to allow for consistency and comparability of market data from year to year. No changes were made to the Global Peer Group in 2024. The current 18 Global Peer Group companies are shown below.

Composition Company Country Primary Industry
Global Mining Companies
(72%)
Agnico Eagle Mines Limited Canada Gold
Anglo American plc United Kingdom Diversified Metals & Mining
AngloGold Ashanti plc  South Africa Gold
Antofagasta plc United Kingdom Copper
BHP Group Limited Australia Diversified Metals & Mining
First Quantum Minerals Ltd. Canada Copper
Freeport McMoran Inc. United States Copper
Gold Fields Limited South Africa Gold
Kinross Gold Corporation Canada Gold
Newmont Corporation United States Gold
Rio Tinto Ltd. United Kingdom Diversified Metals & Mining
South32 Limited Australia Diversified Metals & Mining
Teck Resources Limited Canada Diversified Metals & Mining
Global Extractive Non-Mining Companies
(28%)
Canadian Natural Resources Ltd. Canada Oil & Gas Exploration and Production
Cenovus Energy Inc. Canada Integrated Oil & Gas
Hess Corporation United States Oil & Gas Exploration and Production
Occidental Petroleum Corporation United States Oil & Gas Exploration and Production
Suncor Energy Inc. Canada Integrated Oil & Gas

A table titled 2024 Global Peer Group Scope Statistics (as at December 31, 2024) showing how Barrick compares to its peer group. The table displays three metrics (Market Cap, Assets, and Revenues) with horizontal bars indicating the range from Lowest to Highest values, with markers for P25, Median, and P75. Triangular markers show Barrick's position within each range. Specific values are listed on the right: Barrick's Market Cap is $26,987 million (below peer median of $39,406 million), Assets are $47,626 million (above peer median of $37,805 million), and Revenues are $12,922 million (below peer median of $15,795 million). Barrick's market cap falls near P25, assets are between median and P75, and revenues are just below median.


Compensation Benchmarking

Barrick is one of the largest gold mining companies in the world and although this is reflected in its size relative to the companies included in the 2024 Global Peer Group, the Global Peer Group is only one reference point considered by the Committee when reviewing executive pay levels. Barrick is positioned above the median of the 2024 Global Peer Group based on assets (1.26x) and below median based on revenues (0.82x) and market capitalization (0.68x). The Compensation Committee considers several factors, including Barrick’s relative scale and complexity, when assessing the appropriateness of pay levels. As Barrick is the largest, most geographically diverse, and operationally complex Canadian gold and copper producer, and one of the largest and most complex gold miners in the world, executive pay levels are also considered in the context of other relevant factors, such as: the caliber and experience of the CEO and the executive leadership team; the scope and complexity of the executive roles in the context of Barrick’s flat, decentralized management structure; and Barrick’s executive pay arrangements of which a significant majority is variable pay linked to challenging performance expectations.

In consideration of the above, total compensation opportunities are positioned between the median and 75th percentile of the Global Peer Group. Actual total compensation may be higher or lower than the median to 75th percentile range to reflect actual performance delivered and corresponding incentive compensation outcomes. Total compensation in excess of the 75th percentile will only be awarded for superior outperformance.

In 2024, the Compensation Committee reviewed benchmarking data for the Executive Committee, including our NEOs. The benchmarking data was referenced alongside other considerations, including the scope, responsibilities, and accountability of the members of our Executive Committee which at times may be broader than their respective job titles indicate. When determining executive compensation levels, the Compensation Committee also considered shareholder and governance views, the overall economic climate and business environment, retention needs, experience, and potential for future advancement. Additionally, the Compensation Committee considered Barrick’s TSR performance on an absolute and relative basis to ensure pay decisions reflect the overall shareholder experience. TSR performance is reviewed annually against the Global Peer Group, sector peers, and other broad market indices. TSR performance is assessed for companies outside of our Global Peer Group as Barrick Shares are widely-held by institutional and retail shareholders who have shareholding interests beyond companies that operate in the mining industry.

Managing Compensation Risks

We regularly monitor the risks associated with our executive compensation plans, programs, policies, and decisions. In 2024, the Compensation Committee reviewed an update of the annual compensation risk assessment conducted by WTW, 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, management, and fellow owners are one and the same
  • We balance short-term and long-term incentive compensation for our NEOs
  • We cap incentive plan payouts for our NEOs
  • We stress-test incentive compensation programs, awards, and payouts
  • We maintain market-leading minimum share ownership requirements for our NEOs
  • We require all employees, including our NEOs, to certify annually their compliance with the Code of Business Conduct and Ethics
  • We maintain a robust Clawback Policy and Executive Officer Recovery 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 consider their feedback to refine our compensation practices
  • We regularly consider the implications of the risks associated with the Company’s executive compensation programs and practices including through discussion by independent directors at our three standing committees

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 for executive compensation purposes

Clawback Policy and Executive Officer Recovery Policy

Barrick has in place a robust Incentive Compensation Recoupment Policy (Clawback Policy). Under the Clawback Policy, we may recoup certain incentive compensation paid to our NEOs, 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 NEOs, 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.

The Clawback Policy 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.

In addition to the Clawback Policy, in November 2023, Barrick adopted an Executive Officer Recovery Policy that complies with Section 10D of the Exchange Act, Rule 10D-1 thereunder and the applicable NYSE listing standards. Among other things, the Executive Officer Recovery Policy requires Barrick to promptly recover any specified incentive compensation received by any current or former executive officer in the event of an accounting restatement required due to a material noncompliance by the Company with any financial reporting requirements under securities laws applicable to the Company in connection with its listing on the NYSE. The foregoing summary is for informational purposes only and is qualified in its entirety by the full text of our Executive Officer Recovery Policy, which is available on our website at www.barrick.com/about/governance.

 
NEO Share Ownership Requirements

Our partnership culture requires that our Partners be owners; we expect Partners to have a high degree of financial and emotional ownership in the Company. Share ownership is a core attribute of our culture and a principle that all of our Partners embrace.

Reflecting this philosophy, Barrick has implemented minimum share ownership requirements for our NEOs, including the President and Chief Executive Officer (10 times salary), Senior Executive Vice-President, Chief Financial Officer (five times salary), Senior Executive Vice-President, Strategic Matters (five times salary), Chief Operating Officer, Latin America and Asia Pacific (five times salary), and Chief Operating Officer, Africa and Middle East (five times salary). Minimum share ownership requirements vary depending on tenure and role. The minimum share ownership requirements extend to other Partners, including Senior Vice-Presidents, Vice-Presidents, Executive Directors, and General Managers. To further underscore our commitment to maintaining market-leading share ownership requirements, in 2021, we introduced an enhanced share ownership requirement subject to which all of our Partners, including our NEOs, are now required to retain at least 50% of their share ownership requirement in actual Barrick Shares.

All Partners have until the later of five years from the date they become a Partner and February 2025 to meet the share ownership requirements. Barrick Shares held by our NEOs and Partners, Barrick Shares purchased through Barrick’s BSPP, Barrick Shares held in trust and nominee accounts (including vested share-based awards from Randgold legacy plans that were granted prior to the Merger), and unvested RSUs and PGSUs (both time-vested) are counted towards satisfying share ownership requirements. The share ownership requirements for our NEOs and Partners are evaluated at least once per year on December 31 and may also be evaluated following the annual LTI granting cycle each February, after the end of the most recently completed financial year.

In the table below, share ownership has been evaluated as at December 31, 2024 and March 1, 2025 to take into consideration the LTI grants that were made to our NEOs in February 2025 for their 2024 performance. All NEOs met their minimum share ownership requirements as at December 31, 2024 and March 1, 2025. All NEOs also met their enhanced share ownership requirements to retain 50% of their minimum shareholder requirements in actual Barrick Shares as at December 31, 2024 and March 1, 2025.

2024 Requirement     Actual Share Ownership Details for NEOs(1)
Name and Principal Position Multiple
of Salary
(2)
   Date   Value of
Barrick
Shares

(# Barrick
Shares)
  Value of
PGSUs
Subject to
Vesting

(# PGSUs)
    Value of
RSUs 

Subject
to Vesting

(# RSUs)
      Value of Total
Ownership
(1)
(# Total)
  Total Share
Ownership
Multiple of
Salary
(2)
D. Mark Bristow
President and Chief Executive Officer(3)
10x    December 31,   $99,247,771   $10,171,798   Nil       $109,419,569    60.8x
   2024   (6,403,082)   (656,245)   (Nil)       (7,059,327)    
  March 1,   $117,752,684   $13,014,478   Nil       $130,767,161   72.6x
  2025   (6,633,954)   (733,210)   (Nil)       (7,367,164)    
Graham P.
Shuttleworth
Senior Executive Vice-President, Chief Financial Officer(4)
5x    December 31,   $10,215,322   $4,144,080   $373,628       $14,733,029   18.4x
   2024   (659,053)   (267,360)   (24,105)       (950,518)     
  March 1,   $13,177,920   $5,302,209   $427,864       $18,907,992   23.6x
  2025   (742,418)   (298,716)   (24,105)       (1,065,239)    
Kevin J. Thomson
Senior Executive Vice-President, Strategic Matters(5)
5x   December 31,   $4,951,630   $4,134,207   Nil       $9,085,837   11.4x
   2024   (319,460)   (266,723)   (Nil)       (586,183)    
  March 1,   $6,575,612   $5,317,634   Nil       $11,893,246   14.9x
  2025   (370,457)   (299,585)   (Nil)       (670,042)    
Mark F. Hill
Chief Operating Officer, Latin America and Asia Pacific(6)
5x    December 31,   $2,045,752   $3,654,063     Nil       $5,699,815   7.9x
   2024   (131,984)   (235,746)   (Nil)       (367,730)    
  March 1,   $3,870,725   $4,747,025     Nil       $8,617,749   11.9x
  2025   (218,069)   (267,438)   (Nil)       (485,507)    
Sebastiaan Bock
Chief Operating Officer, Africa and Middle East(7)
5x    December 31,   $1,992,587   $2,304,974   Nil       $4,297,561    7.8x
   2024   (128,554)   (148,708)   (Nil)       (277,262)    
  March 1,   $3,211,312   $3,318,558   Nil       $6,529,870   11.4x
  2025   (180,919)   (186,961)   (Nil)       (367,880)    
  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, 2024 ($15.50), and February 28, 2025 ($17.75), the last trading day prior to March 1, 2025.
  2. For the purposes of determining the share ownership requirements as at December 31, 2024, the 2024 annual pre-tax base salary has been used for Messrs. Bristow ($1,800,000); Shuttleworth ($800,000); Thomson ($800,000); Hill ($725,000); and Bock ($550,000). For the purposes of determining the share ownership requirements as at March 1, 2025, the 2025 annual pre-tax base salary has been used for Messrs. Bristow ($1,800,000); Shuttleworth ($800,000); Thomson ($800,000); Hill ($725,000); and Bock ($575,000).
  3. As at March 1, 2025, Dr. Bristow owns 6,327,365 Barrick Shares directly. In addition, Dr. Bristow holds 306,589 Barrick Shares pursuant to the exchange into Barrick Shares of the one-off Randgold CEO Award that was granted to him by Randgold in 2013. These Barrick Shares must be held for the duration of Dr. Bristow’s employment with Barrick. Dr. Bristow’s total ownership position of Barrick Shares is worth 65.4 times his base salary as at March 1, 2025 and 654% of his total share ownership requirement.
  4. As at March 1, 2025, Mr. Shuttleworth holds 742,418 Barrick Shares directly. Mr. Shuttleworth’s total ownership position of Barrick Shares is worth 16.5 times his base salary as at March 1, 2025 and 329% of his total share ownership requirement.
  5. As at March 1, 2025, Mr. Thomson held 370,457 Barrick Shares directly worth approximately 8.2 times his base salary and 164% of his total share ownership requirement.
  6. As at March 1, 2025, Mr. Hill held 218,069 Barrick Shares directly worth approximately 5.3 times his base salary and 107% of his total share ownership requirement.
  7. As at March 1, 2025, Mr. Bock held 180,919 Barrick Shares directly worth approximately 5.6 times his base salary and 112% of his total share ownership requirement.

 

Shareholder Return Performance Graphs

Five-Year Cumulative Total Shareholder Return on Cdn $100 Investment(1)
December 31, 2019 to December 31, 2024

The following graph compares the total cumulative shareholder return for Cdn $100 invested in Barrick Shares on the TSX at December 31, 2019 with the cumulative total return of the S&P/TSX Global Gold Index and the S&P/TSX Composite Index for the five most recently completed financial years, assuming the reinvestment of dividends.

A line graph showing Total Shareholder Return (Cdn $) from 2019 to 2024 comparing three investments: Barrick (TSX) represented by a solid blue line, S&P/TSX Composite Index shown with a dotted line, and S&P/TSX Global Gold Index shown with a dashed line. The y-axis shows values from $0 to $250. All three started around $100 in 2019. While Barrick peaked at about $120 in 2020 and then remained relatively flat ending at about $105 in 2024, both indices showed stronger growth. The S&P/TSX Composite Index performed best, reaching approximately $170 by 2024, while the S&P/TSX Global Gold Index reached about $140 by 2024. This indicates Barrick underperformed both indices over the five-year period.
  1. Dividends paid on Barrick Shares are assumed to be reinvested at the closing share price on the dividend payment date. The two TSX indices are total return indices, and they include dividends reinvested.

Five-Year Total Shareholder Return on Cdn $100 Investment

  2019 2020 2021 2022 2023 2024
    Barrick (TSX:ABX)

$100

$121.82

$104.94

$105.07

$111.01

$105.81

    S&P/TSX Composite Index

$100

$105.61

$132.17

$124.57

$139.30

$169.46

    S&P/TSX Global Gold Index

$100

$122.09

$115.59

$112.81

$117.97

$142.52

 

Five-Year Cumulative Total Shareholder Return on US $100 Investment(1)
December 31, 2019 to December 31, 2024

The following graph compares the total cumulative shareholder return for US $100 invested in Barrick Shares on the NYSE at December 31, 2019 with the cumulative return of the PHLX Gold & Silver Sector (XAU) Index, the VanEck Gold Miners ETF (GDX), and the S&P 500 Index for the five most recently completed financial years, assuming the reinvestment of all dividends.

Line graph showing the total shareholder return of Barrick (NYSE) stock compared to the S&P 500 Index, XAU PHLX Gold/Silver index, and GDX Index from 2019 to 2024. The graph displays fluctuating stock performance with Barrick (blue line) experiencing ups and downs, while the S&P 500 Index (dotted line) shows a generally upward trajectory, especially from 2022 to 2024. The vertical axis represents total shareholder return in US dollars, ranging from $0 to $250, and the horizontal axis represents years from 2019 to 2024. The graph illustrates the relative performance of these financial indices, with each line representing a different market indicator or stock performance.
  1. Dividends paid on Barrick Shares are assumed to be reinvested at the closing share price on the dividend payment date. The S&P 500 Index, the PHLX Gold & Silver Sector (XAU) Index, and the GDX are total return indices, and they include dividends reinvested.

Five-Year Total Shareholder Return on US $100 Investment

  2019 2020 2021 2022 2023 2024

    Barrick (NYSE:GOLD)

$100 $124.16 $107.56 $100.90 $108.83 $95.46

    S&P 500 Index

$100 $118.39 $152.34 $124.73 $157.48 $196.85

    PHLX Gold & Silver Sector Index

$100 $136.04 $127.04 $118.33 $125.44 $139.02

    GDX

$100 $123.66 $111.89 $101.84 $111.98 $123.89

 

Share Performance and Executive Compensation

Change in Named Executive Officer Total Compensation(1)
versus Barrick Cumulative Value(2) of Cdn $100 and US $100 Investment
December 31, 2019 to December 31, 2024

A line graph comparing Total Shareholder Return (in Cdn $ or US $ as applicable) from 2019 to 2024 for three metrics: Barrick (TSX) shown as a solid line with square markers, Barrick (NYSE) shown as a dotted line with diamond markers, and NEO Total Compensation (indexed to 2019 US $) shown as a dashed line with square markers. The y-axis ranges from $0 to $300. All three metrics started around $100 in 2019, peaked around $110-$125 in 2020, and then diverged. By 2024, Barrick (TSX) ended at approximately $105, Barrick (NYSE) at about $95, while NEO Total Compensation declined more significantly to about $75. This shows that while share performance remained relatively flat, executive compensation decreased by approximately 25% over the five-year period.
  1. Total compensation represents the total reported value of salary, API, grant date fair value of equity-based LTI awards, pension value, and all other compensation from the “Summary Compensation Table” for the NEOs in such role as at December 31 each year. To provide a consistent basis of comparison over the five-year period, the figures for all years include total compensation for only the top five NEOs who were active in their roles as of December 31 each year. The compensation for interim NEOs and departed NEOs has been excluded; however, this information is disclosed in the information circular for the relevant year. Total 2019 compensation for all NEOs in 2019 was included to enable year-over-year comparability. For 2024, the total compensation for all NEOs was included and this information is disclosed in the “Summary Compensation Table”.
  2. Dividends paid on Barrick Shares are assumed to be reinvested at the closing share price on the dividend payment date.

Five-Year Total Shareholder Return on Cdn $100 and US $100 Investment

  2019 2020 2021 2022 2023 2024
Barrick (TSX:ABX) $100 $121.82 $104.94 $105.07 $111.01 $105.81
Barrick (NYSE:GOLD) $100 $124.16 $107.56 $100.90 $108.83 $95.46
             
Five-Year Change in NEO Total Compensation
  2019 2020 2021 2022 2023 2024
NEO Total Compensation
(Indexed to 2019 Compensation)
100.00
(Index Year)
113.17
13%
90.45
-10%
92.29
-8%
81.02
-19%
76.74
-23%
NEO Total Compensation
(U.S. millions)
$39.44 $44.64 $35.68 $36.40 $31.96 $30.27

Each year, the Compensation Committee reviews NEO total compensation in the context of their individual and collective contributions to Barrick’s financial and operational performance, as assessed through tailored API Scorecards and the Long-Term Company Scorecard. The Committee also reviews NEO total compensation in the context of the overall shareholder experience, which includes an assessment of progress against the achievement of long-term strategic objectives, using various metrics including relative and absolute TSR performance. Due to the long-term nature of the mining industry and the volatility of the gold price, the Committee takes a balanced view when assessing performance. Short-term performance delivered, including demonstrable actions taken to address critical issues facing the business, is considered alongside Barrick’s emphasis on sustainable profitability and long-term value creation.

We are building the world’s most valued gold and copper company by owning the best assets, managed by the best people to deliver the best returns and benefits to all our stakeholders. Driven by a proven strategy and a management team committed to value creation, we plan for the long-term and continuously invest in sustainable growth, with worldwide exploration programs designed to deliver a steady stream of new business opportunities.

2024 was another year of significant progress, built on a strategy set at the time of our transformational Merger with Randgold in 2019. On our journey to build the world’s most valued gold and copper mining company with a differentiated strategy, we continue to deliver a strong financial performance, showcase our commitment to partnerships with our host countries and stakeholders, and pursue growth and optimization opportunities as “One Team with One Mission”. We have a world-class portfolio of Tier One Gold and Copper Assets, and a solid foundation on which we can grow our production and our value. Barrick also has one of the deepest project pipelines in the mining industry, including brownfield projects near existing operations, greenfield exploration discoveries and some of the largest undeveloped gold and copper deposits in the world. We continue to maintain a strong balance sheet and are well positioned to capitalize on future growth and investment opportunities aligned to our strategic vision, sustainability ambitions, and investment filters.

In consideration of Barrick’s performance in 2024 and the NEOs’ individual contributions to Barrick’s strategic progress, a collective grade of 57.8 out of 100 was awarded for the Long-Term Company Scorecard (which determines the PGSU Awards) and an average score of 74 out of 100 was assessed for the NEOs’ individual performance against the Company’s strategic priorities (which accounts for 50% of the API outcome) or an average score of 58 out of 100 after factoring in Company and regional performance where applicable and which accounts for the remaining 50% of the API outcome. The total compensation awarded to the 2024 NEOs was $30.27 million, compared to $39.44 million in 2019 as a baseline, during which a collective grade of 67 out of 100 was awarded for the Long-Term Company Scorecard and an average score of 80 out of 100 was awarded on the API Scorecards of the 2019 NEOs. 2024 total compensation for our NEOs decreased by 23% from 2019 levels, compared to total returns of 6% and -4.5% on the TSX and NYSE, respectively, over the same period.   

2024 total compensation for our NEOs is 1.4% of Barrick’s adjusted net earnings(1) of $2,213 million, and 0.1% of Barrick’s common shareholder equity of $24,290 million as at December 31, 2024.

  1. Adjusted net earnings is a non-GAAP financial performance measure with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other companies. For further details, see “Other Information – Use of Non-GAAP Financial Performance Measures”.

 
Summary Compensation Table

The table below summarizes the compensation of our NEOs for the three financial years ended December 31, 2024, 2023, and 2022(1). Our 2024 NEOs are our President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; Chief Operating Officer, Latin America and Asia Pacific; and the Chief Operating Officer, Africa and Middle East. 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
Year Salary Share-
Based Awards(2)
Option-
Based Awards(3)
Annual
Incentive
Plans
Long-Term Incentive
Plans
Pension
Value(4)
All Other
Compensation(5)
Total
Compensation
(a) (b) (c) (d) (e) (f1) (f2) (g) (h) (i)
D. Mark Bristow 
President and Chief
Executive Officer(6)
2024 1,800,000 6,242,400 Nil 2,944,645 Nil 711,697 140,242 11,838,984
2023 1,800,000 5,767,200 Nil 4,137,853 Nil 890,678 135,485 12,731,216
2022 1,800,000 6,480,000 Nil 4,050,000 Nil 877,500 152,917 13,360,417
                 
Graham P. Shuttleworth
Senior Executive Vice-President, Chief Financial Officer(7)  
2024 800,000 2,543,200 Nil 1,409,139 Nil 331,371 80,004 5,163,714
2023 800,000 2,728,600 Nil 1,746,337 Nil 381,951 73,466 5,730,354
2022 800,000 3,019,000 Nil 2,057,143 Nil 428,571 61,891 6,366,605
                 
Kevin J. Thomson
Senior Executive Vice-President, Strategic Matters(8)
2024 800,000 2,543,200 Nil 1,350,364 Nil 322,555 25,603 5,041,722
2023 800,000 2,349,600 Nil 1,742,908 Nil 381,436 29,717 5,303,661
2022 800,000 2,640,000 Nil 1,900,408 Nil 405,061 31,029 5,776,498
                 
Mark F. Hill
Chief Operating Officer, Latin America and Asia Pacific(9)
2024 725,000 2,304,775 Nil 1,296,912 Nil 303,287 26,587 4,656,561
2023 725,000 2,129,325 Nil 1,487,716 Nil 331,907 25,596 4,699,544
2022 691,650 2,222,748 Nil 1,482,107 Nil 326,064 167,533 4,890,102
                 
Sebastiaan Bock
Chief Operating Officer, Africa and Middle East(10)
2024 550,000 1,748,450 Nil 1,021,906 Nil Nil 247,280 3,567,636
2023 525,000 1,541,925 Nil 1,161,401 Nil Nil 263,376 3,491,702
2022 434,042 1,046,040 Nil 846,273 Nil Nil 115,031 2,441,386
                 
  1. All compensation is reported in U.S. dollars. Compensation for Dr. Bristow is denominated in U.S. dollars and paid in U.S. dollars. Compensation for Mr. Shuttleworth is denominated in U.S. dollars and paid in Pound sterling. Compensation for Mr. Thomson is denominated in U.S. dollars and paid in Canadian dollars. Compensation for Mr. Hill in 2023 and 2024 is denominated in U.S. dollars and paid in U.S. dollars; for 2022, compensation was denominated in Canadian dollars and paid in Canadian dollars. Compensation for Mr. Bock is denominated in U.S. dollars and paid based on a mix of South African Rand and U.S. dollars.
  2. The figures shown reflect the grant date fair value of PGSUs and RSUs approved by the Compensation Committee for the specified fiscal years. For Messrs. Bristow, Shuttleworth, and Bock, PGSUs granted on February 10, 2025, February 12, 2024 and February 13, 2023 were denominated in U.S. dollars. For Mr. Shuttleworth, RSUs that were granted on March 3, 2023 were denominated in U.S. dollars. For Mr. Thomson, PGSUs granted on February 10, 2025 were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average exchange rate on the grant date: i.e., February 10, 2025: 1.4323. PGSUs granted on February 12, 2024 were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average exchange rate on the grant date: i.e., February 12, 2024: 1.345. PGSUs granted on February 13, 2023 were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average exchange rate on the trading day preceding the grant date: i.e., February 10, 2023: 1.3362. For Mr. Hill, PGSUs granted on February 10, 2025 and February 12, 2024 were denominated in U.S. dollars. PGSUs granted on February 13, 2023 were converted from Canadian dollars to U.S. dollars at the Bank of Canada daily average exchange rate on the trading day preceding the grant date: i.e., February 10, 2023: 1.3362. For awards granted on or after October 31, 2023, grant date fair value is determined by multiplying the number of PGSUs or RSUs, as applicable, by the VWAP of Barrick Shares on the TSX or the NYSE on the five trading days preceding the grant date, or if the grant date occurs during a Blackout Period or during the first five trading days following the expiration of the Blackout Period, the VWAP of Barrick Shares on the TSX or the NYSE on the five trading days immediately following the expiration Blackout Period. For awards granted prior to October 31, 2023, grant date fair value was determined by multiplying the number of PGSUs or RSUs, as applicable, by the closing share price of Barrick Shares on the TSX or the NYSE 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 or the NYSE 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 (2022 – 2024)

Name Grant Date Number of PGSU Awards Number of RSU Awards
D. Mark Bristow February 10, 2025 337,793 Nil
  February 12, 2024 394,474 Nil
  February 13, 2023 361,406 Nil
   February 14, 2022* Nil Nil
Graham P. Shuttleworth February 10, 2025 137,620 Nil
  February 12, 2024 160,712 Nil
  March 3, 2023* Nil 23,138
  February 13, 2023 147,240 Nil
  February 14, 2022* Nil 18,327
Kevin J. Thomson February 10, 2025 138,926 Nil
   February 12, 2024 160,011 Nil
  February 13, 2023 147,351 Nil
Mark F. Hill February 10, 2025 124,718 Nil
   February 12, 2024 145,645 Nil
  February 13, 2023 124,061 Nil
Sebastiaan Bock February 10, 2025 94,614 Nil
  February 12, 2024 105,467 Nil
   February 13, 2023 58,341 Nil

* Includes Restructured Retention RSU Awards (click here for details)

PGSUs vest in one-third increments on the 12-month, 24-month, and 33-month anniversary of the date of grant (or, if the corresponding anniversary of the grant date falls during a Blackout Period, on the second trading day following the expiration of the Blackout Period). Barrick Shares acquired with the after-tax value of all PGSUs must be held until the applicable share ownership requirement is met, in which case Barrick Shares in excess of the share ownership requirement may be sold. PGSUs are further described in “2024 Compensation of our Named Executive Officers – Performance Granted Share Units (PGSUs)”.  The Restructured Retention RSU Award granted to the Senior Executive Vice-President, Chief Financial Officer on March 3, 2023 vests and becomes payable 33 months from the date of grant. Upon vesting, the after-tax value will be used to purchase Barrick Shares that can only be sold if the Senior Executive Vice-President, Chief Financial Officer satisfies the applicable share ownership requirement (in which case, only Barrick Shares in excess of the share ownership guideline may be sold) or if he retires or leaves the Company. The 2023 Restructured Retention RSU Award is reflected in the 2023 compensation row of the “Summary Compensation Table”. The Restructured Retention RSU Award granted to the Senior Executive Vice-President, Chief Financial Officer on February 14, 2022 vested on November 14, 2024 and the after-tax value was used to purchase Barrick Shares subject to the same holding requirements. See “Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2024” for more details. The 2022 Restructured Retention RSU Award is reflected in the 2022 compensation row of the “Summary Compensation Table”. Click here for the terms and conditions applicable to the restructured retention awards.

(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 figures shown represent employer contributions pursuant to the Executive Retirement Plan or Retirement Trust Scheme, as applicable, for compensation earned in 2024. Employer contributions to the Executive Retirement Plan or Retirement Trust Scheme with respect to the API award earned for the year ended December 31, 2024 are made in February of the following year. No above-market or preferential earnings are credited on any contributions. For Messrs. Bristow and Hill, Retirement Trust Scheme contributions are made and reported in U.S. dollars. For Mr. Shuttleworth, Retirement Trust Scheme contributions are made in Pound sterling and converted to U.S. dollars using the annual average exchange rate reported by the Bank of England for each respective year. For Mr. Thomson, Executive Retirement Plan contributions are made 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. Mr. Bock does not participate in the Executive Retirement Plan or the Retirement Trust Scheme and receives an annual cash sum equivalent to 15% of annual earned salary and API in lieu of an executive pension arrangement. See “Executive Retirement Plans” for further details.

(5) 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 car allowance, financial counselling or tax preparation services, parking, executive medical benefits, relocation benefits, 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, Bank of England, or South African Rand annual average exchange rates, as applicable, for each applicable year. In 2024, Messrs. Bristow, Shuttleworth, and Bock received benefits and perquisites in excess of Cdn $50,000. 2024 benefits and perquisite details, including those that represent more than 25% of the total value individually reportable, are as follows:

  • Dr. Bristow received $140,242 in benefits and perquisites, including life insurance, AD&D coverage, and executive disability premiums of $102,819;
  • Mr. Shuttleworth received $80,004 in benefits and perquisites, including life insurance, AD&D coverage, and executive disability insurance premiums of $29,791;
  • Mr. Thomson received $25,603 in benefits and perquisites, including a car allowance of $14,600 and life insurance, AD&D coverage, and executive disability premiums of $7,068;
  • Mr. Hill received $26,587 in benefits and perquisites, including life insurance, AD&D coverage, and executive disability premiums of $8,883, and executive medical benefits of $11,338; and
  • Mr. Bock received $247,280 in benefits and perquisites, including an annual cash sum equivalent to 15% of annual earned salary and API in lieu of an executive pension arrangement of $235,786.

(6) Dr. Bristow was appointed President and Chief Executive Officer of Barrick effective January 1, 2019. Dr. Bristow’s share-based awards in 2022 and 2023 exclude $2,000,000 of forfeited value from prior Restructured Retention RSU Awards. These awards were forfeited upon mutual determination following discussions among the Compensation Committee, the independent directors of the Board, and the President and Chief Executive Officer to ensure a strong alignment of compensation with the overall shareholder experience. For additional information, see “Previous Compensation Policies and Arrangements that Continue to Apply – Restructured Retention Award for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer”.

(7) Mr. Shuttleworth was appointed Senior Executive Vice-President, Chief Financial Officer of Barrick effective January 1, 2019. Mr. Shuttleworth’s share-based awards include Restructured Retention RSU Awards granted in 2022 and 2023, each with a grant date fair value equal to $379,000. The 2022 Restructured Retention RSU Award vested in November 2024 and upon vesting, after-tax proceeds were used to purchase Restricted Shares, which Restricted Shares are subject to a holding period that precludes any sale of such Restricted Shares until Mr. Shuttleworth achieves his share ownership requirement (in which case only the excess may be sold) or until he retires or leaves the Company. The 2023 Restructured Retention RSU Award is due to vest in December 2025 and upon vesting will be subject to the same holding requirement as applicable to the 2022 Restructured Retention RSU Award. For additional information, see “Previous Compensation Policies and Arrangements that Continue to Apply – Restructured Retention Award for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer”.

(8) Mr. Thomson was appointed Senior Executive Vice-President, Strategic Matters on October 14, 2014.

(9) Mr. Hill was appointed Chief Investment Officer on September 12, 2016 and was appointed Chief Operating Officer, Latin America and Asia Pacific on January 1, 2019. On September 30, 2022, Mr. Hill moved to the Dominican Republic and was eligible for relocation benefits ($129,111) provided under our international relocation program, which are valued at the price to the Company for providing these services. The relocation benefits are included in All Other Compensation for 2022. For 2023, Mr. Hill’s annual salary was redenominated in U.S. dollars ($725,000).

(10) Mr. Bock was appointed Senior Vice-President, Chief Financial Officer, Africa and Middle East on January 1, 2019 and was appointed Chief Operating Officer, Africa and Middle East on July 1, 2022. For 2022, Mr. Bock’s annual salary was adjusted to $360,850 effective March 1, 2022, and further increased to $460,850, effective April 1, 2022, in recognition of his transition to the Chief Operating Officer, Africa and Middle East role. In 2023, Mr. Bock’s annual salary was $525,000, effective January 1, 2023, reflecting his appointment to Chief Operating Officer, Africa and Middle East. Effective January 1, 2024, Mr. Bock’s annual salary was increased to $550,000 following a review of market competitiveness and internal equity.

 

Incentive Plan Award Tables

Aggregate Option Exercises During Financial Year Ended December 31, 2024

None of the NEOs have outstanding stock options.

Outstanding Share-Based Awards and Option-Based Awards as at Year Ended December 31, 2024(1)

The following table provides information for all share-based awards to NEOs outstanding as at December 31, 2024. None of the NEOs have outstanding stock options.

     Option Awards(2)      Share-Based Awards(3)
  Name    Number of
Securities
Underlying
Unexercised
Options
(#)
     Option
Exercise
Price

($)
     Option
Expiration
Date
     Value of
Unexercised
In-the-

Money
Options or
Similar
Instruments
     Number of
Shares or Units
of Shares That

Have Not
Vested
(includes
PGSUs and RSUs)
    

Market or Payout
Value of Share-

Based Awards
That Have Not
Vested (includes
PGSUs and
RSUs)

     Market or Payout 
Value of Vested 
Share-Based 
Awards Not Paid 
Out or 
Distributed 
(DSUs)
  (a)    (b)      (c)      (d)      (e)      (f)      (g)      (h)
D. Mark Bristow                                                             
                                                       
2/13/2023     Nil       Nil               Nil       252,484       $3,913,495       Nil
2/12/2024      Nil        Nil                 Nil        403,762        $6,258,314        Nil
Total(4)      Nil                          Nil        656,246        $10,171,809        Nil
Graham P. Shuttleworth                                                             
             
2/13/2023     Nil       Nil               Nil       102,864       $1,594,395       Nil
3/3/2023     Nil       Nil               Nil       24,106       $373,637       Nil
2/12/2024     Nil       Nil               Nil       164,496       $2,549,689       Nil
Total(5)      Nil                          Nil        291,466        $4,517,721        Nil
Kevin J. Thomson                                                      
                                                       
2/13/2023     Nil       Nil               Nil       102,943       $1,594,587       Nil
2/12/2024     Nil       Nil               Nil       163,780       $2,536,954       Nil
 Total(6)     Nil                       Nil       266,723       $4,131,541       Nil
Mark F. Hill                                                      
                                                       
2/13/2023     Nil       Nil               Nil       86,672       $1,342,545       Nil
2/12/2024     Nil       Nil               Nil       149,074       $2,310,652       Nil
Total(7)     Nil                       Nil       235,746       $3,653,197       Nil
Sebastiaan Bock                                                      
                                                       
2/13/2023     Nil       Nil               Nil       40,758       $631,748       Nil
2/12/2024     Nil       Nil               Nil       107,950       $1,673,230       Nil
Total(8)     Nil                       Nil       148,708       $2,304,978       Nil
  1. None of the NEOs have outstanding stock options or DSUs. The amounts shown in the table above for each of the NEOs as at December 31, 2024 include: (i) the aggregate number of unvested PGSUs and RSUs and (ii) the market value of such PGSUs and RSUs based on the closing price of Barrick Shares on December 31, 2024. For PGSUs and RSUs, the closing share price of Barrick Shares is based on the TSX or NYSE on December 31, 2024 and converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange on December 31, 2024 where applicable. The value realized upon vesting of a PGSU is equal to the closing share price of Barrick Shares on the respective exchange on the vesting date. For RSU awards made prior to October 31, 2023, the value realized upon vesting of an RSU is equal to the average closing share price of Barrick Shares on the respective exchange during the five trading days preceding the vesting date. For RSU awards made after October 31, 2023, the value realizable upon vesting of an RSU is equal to the VWAP of Barrick Shares on the respective exchange during the five trading days preceding the vesting date.
  2. We have ceased granting stock options to executives to further underscore long-term ownership as the basis of our long-term incentive awards.
  3. PGSUs vest in one-third increments over three years from the date of grant, on the 12-month anniversary, 24-month anniversary, and 33-month anniversary (or, if the corresponding anniversary of the grant date falls during a Blackout Period, on the second trading day following the expiration of the Blackout Period). Upon vesting, the after-tax proceeds are used to purchase Restricted Shares that must be held until attainment of individual share ownership requirements, which include the additional requirement to retain at least 50% of the share ownership requirement in actual Barrick Shares. RSUs generally vest 33 months from the date of grant unless otherwise specified. Market or payout value of PGSU awards and RSU awards that have not vested is determined by multiplying the number of PGSUs or RSUs by the closing share price of Barrick Shares on the TSX or NYSE, as applicable, as at December 31, 2024 (Cdn $22.29 for TSX awards and $15.50 for NYSE awards).
  4. Dr. Bristow’s total outstanding share-based awards include 635,411 PGSUs and 20,835 PGSU dividend equivalents.
  5. Mr. Shuttleworth’s total outstanding share-based awards include 258,872 PGSUs, 8,488 PGSU dividend equivalents, 23,138 RSUs, and 968 RSU dividend equivalents. The RSUs granted on March 3, 2023 vest 33 months from the date of grant and, upon vesting, the After-Tax Shares are subject to a holding period and may not be sold until Mr. Shuttleworth achieves his share ownership requirement (in which case only the excess may be sold) or until he retires or leaves the Company. For additional information, see Previous Compensation Policies and Arrangements that Continue to Apply – Restructured Retention Award for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer.
  6. Mr. Thomson’s total outstanding share-based awards include 258,245 PGSUs and 8,478 PGSU dividend equivalents.
  7. Mr. Hill’s total outstanding share-based awards include 228,352 PGSUs and 7,394 PGSU dividend equivalents.
  8. Mr. Bock’s total outstanding share-based awards include 144,361 PGSUs and 4,347 PGSU dividend equivalents.

Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2024

The following table provides information for each of the NEOs on (1) the value that would have been realized if the options under the option-based awards had been exercised on the vesting date, (2) the value realized upon vesting of share-based awards (PGSUs and RSUs), and (3) the value earned under the API Program.

   Name    
   (a)
   Option-Based Awards –
Value Vested
During the Year
(1)
(b)
   Share-Based Awards –
Value Vested
During the Year
(2)
(c)
   Non-Equity Incentive
Plan Compensation –
Value Earned
During the Year(3)
(d)
   D. Mark Bristow    Nil    $5,184,372    $2,944,645
   Graham P. Shuttleworth    Nil    $2,375,049    $1,409,139
   Kevin J. Thomson    Nil    $2,027,679    $1,350,364
   Mark F. Hill    Nil    $1,836,383    $1,296,912
   Sebastiaan Bock    Nil    $729,819    $1,021,906
  1. We have ceased granting stock options to executives to further underscore long-term ownership as the basis of our long-term incentive awards.
  2. For Messrs. Bristow, Shuttleworth, and Bock, the value of PGSUs that vested in 2024 (denominated in U.S. dollars) is determined by multiplying the number of PGSUs that vested by the closing share price of Barrick Shares on the NYSE on the vesting date pursuant to the PGSU Plan. Upon vesting, the after-tax proceeds of the PGSU award were used to purchase Restricted Shares. Only Restricted Shares in excess of the individual share ownership requirement may be sold. For Messrs. Thomson and Hill, the value of PGSUs that vested in 2024 (denominated in Canadian dollars) is determined by multiplying the number of PGSUs that vested by the closing share price of Barrick Shares on the TSX on the vesting date, converted to U.S. dollars based on the Bank of Canada daily average exchange rate on the vesting date pursuant to the PGSU Plan. Upon vesting, the after-tax proceeds of the PGSU award were used to purchase Restricted Shares. Only Restricted Shares in excess of the individual share ownership requirement may be sold. For Mr. Shuttleworth, the value of the Restructured Retention RSU Award that vested in 2024 (denominated in U.S. dollars) is determined by multiplying the number of RSUs that vested by the average of the closing share price of Barrick Shares on the NYSE on the five trading days prior to the vesting date, pursuant to the Long-Term Incentive Plan. Upon vesting, the after-tax proceeds of the RSU award were used to purchase Restricted Shares. Only Restricted Shares in excess of the individual share ownership requirement may be sold.
  3. The value of non-equity incentive plan awards earned during the year represents the API earned for 2024 performance.

Executive Retirement Plans

Barrick adopted the Executive Retirement Plan in 2000. The Executive Retirement Plan is a non-registered/non-qualified defined contribution plan in which participants accrue benefits in the form of account balances with a guaranteed rate of return and defined notional contributions. Currently, we administer one plan for officers based outside of the United States (including Canada) and another for officers primarily based in the United States.

In 2020, we undertook a review of our Executive Retirement Plan to ensure it is fit for purpose for our increasingly international executive team. Following our due diligence process, we determined that a Retirement Trust Scheme arrangement would be most appropriate for certain participants who reside outside of North America, including for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer. In 2023, following the relocation of the Chief Operating Officer, Latin America and Asia Pacific to the Dominican Republic, we determined that a Retirement Trust Scheme arrangement would be most appropriate for him going forward. 

All NEOs except for the Chief Operating Officer, Africa and Middle East participate in the Executive Retirement Plan or the Retirement Trust Scheme, as applicable, and do not receive employer contributions toward any other Barrick retirement plan.

An amount equal to 15% of the officer’s salary and API for the year is accrued to the Executive Retirement Plan or the Retirement Trust Scheme, as applicable, until termination of employment (before the participant’s retirement date), or upon retirement, as applicable. For Messrs. Bristow, Shuttleworth, and Hill (in respect of contributions effective January 1, 2023), there is no fixed rate of return applicable for contributions to the Retirement Trust Scheme. For Messrs. Thomson and Hill (in respect of contributions prior to January 1, 2023), Executive Retirement Plan contributions accumulate with interest until termination of employment (before the participant’s retirement date), or upon retirement, as applicable, at the annual rate of “Government of Canada Marketable Bonds with Average Yield over 10 years” as published in the Bank of Canada Weekly Financial Statistics for the month of January of the relevant calendar year. For 2024, this interest rate was 3.31%. No above-market or preferential earnings were paid out.

Executive Retirement Plan participants for officers based outside of the United States (including Canada) are eligible to receive payouts upon retiring after attaining the age of 55, with the option of receiving the payout as a lump sum or in monthly installments having an equivalent actuarial value. Executive Retirement Plan participants for officers primarily based in the United States are eligible to receive payouts upon retiring after attaining the age of 55, with the option of receiving the payout as a lump sum or in equal, consecutive annual installment payments payable over a period of two to 15 years. Payouts upon retirement from the Retirement Trust Scheme are subject to local tax rules which may vary based on the tax jurisdiction. Currently, Retirement Trust Scheme participants who retire between the age of 50 and 75 are entitled to select from among multiple payout options consistent with the tax laws in effect in Jersey.

Currently, all NEOs except Mr. Bock are eligible to receive payouts under the Executive Retirement Plan or the Retirement Trust Scheme, as applicable, upon retirement.

Upon termination, before the participant’s retirement date, the participant will receive the total amount credited to his or her account. If the participant dies prior to retirement, the account balance will be paid out to the participant’s beneficiary or estate. See Potential Payments Upon Change in Control Termination for information on payments made upon termination following a Change in Control.

The Chief Operating Officer, Africa and Middle East receives an annual cash sum equivalent to 15% of annual earned salary and API in lieu of an executive pension arrangement due to low annual limits for pension contributions in South Africa.

Defined Contribution Plan Table as at December 31, 2024(1)

  Name   
   (a)
   Accumulated Value
at Start of Year

(b)
     Compensatory(2)
(c)
     Accumulated Value     
at Year-End     
(d)     
  D. Mark Bristow(3)    $3,856,582      $890,678      $5,051,477     
  Graham P. Shuttleworth(3)    $1,803,626      $381,951      $2,359,613     
  Kevin J. Thomson    $3,317,060      $366,574      $3,507,088     
  Mark F. Hill    $2,310,041      $331,907      $2,581,576     
  Sebastiaan Bock(4)    Nil      Nil      Nil     
  1. For Messrs. Bristow and Hill, contributions are made and reported in U.S. dollars. For Mr. Shuttleworth, contributions are denominated in Pound sterling and are converted from Pound sterling to U.S. dollars using the exchange rates reported by the Bank of England. For Mr. Thomson, contributions are denominated in Canadian dollars and are converted from Canadian dollars to U.S. dollars using the exchange rates reported by the Bank of Canada. The applicable exchange rates are shown below:
    1. Accumulated Value at Start of Year – For Mr. Shuttleworth, converted from Pound sterling to U.S. dollars based on the Bank of England daily rate of exchange of 0.7845 on December 29, 2023, the last trading day prior to December 31, 2023. For Messrs. Thomson and Hill (in respect of contributions prior to January 1, 2023), converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average exchange rate of 1.3226 on December 29, 2023, the last trading day prior to December 31, 2023;
    2. Compensatory Value – For Mr. Thomson, converted from Canadian dollars to U.S. dollars based on the Bank of Canada annual average exchange rate for 2024 of 1.3698; and
    3. Accumulated Value at Year End – For Mr. Shuttleworth, converted from Pound sterling to U.S. dollars based on the Bank of England daily rate of exchange of 0.7981 on December 31, 2024. For Mr. Thomson, converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average exchange rate of 1.4389 on December 31, 2024.
  2. Pursuant to the Executive Retirement Plan and Retirement Trust Scheme arrangement, an amount equal to 15% of an officer’s salary and API received during the year is accrued until termination of employment or retirement, as applicable. API in respect of the most recently completed financial year is awarded in February, after the end of the most recently completed financial year. Accordingly, the compensatory value for the year ended December 31, 2024 reflected in the table above for Messrs. Bristow, Shuttleworth, Thomson, and Hill includes 15% of the salary earned in 2024, as well as 15% of the 2023 API that was awarded in February 2024.
  3. The accumulated value at year-end for Messrs. Bristow and Shuttleworth, reflects the total accumulated value in the Retirement Trust Scheme arrangement, net of tax withholdings to satisfy U.S. tax obligations.
  4. Mr. Bock receives an annual cash sum equivalent to 15% of annual earned salary and API in lieu of an executive pension arrangement due to low annual limits for pension contributions in South Africa. This amount is reported under All Other Compensation in the Summary Compensation Table.

 

Potential Payments Upon Termination

Termination Provisions for Compensation Plans and Programs

The table below describes the standard treatment of certain compensation that would have become payable under existing compensation plans and programs, if an NEO’s employment had terminated on December 31, 2024, in circumstances other than a Change in Control (see Potential Payments Upon Change in Control Termination for further details). The Compensation Committee has the authority to depart from standard treatment and to consider other factors deemed appropriate, including individual contributions to the Company, restrictive covenant agreements, as well as payments to mitigate potential legal claims, subject to any such payment being made pursuant to a statutory settlement agreement.

  Resignation   Retirement, Death, or Disability(1)   Termination with Cause(2)   Termination Without Cause(2)
Base Salary Only earned portion   Only earned portion   Only earned portion  

Only earned portion, plus compensation pursuant to statutory and common law entitlements (as applicable), subject to NEO terms of employment(3)

Annual Performance Incentive None  

Prorated portion based on actual performance achieved; determined on a case-by-case basis

  None  

Prorated portion based on actual performance achieved; determined on a case-by-case basis, subject to NEO terms of employment(3)

Unvested
Performance Granted Share Units(4)

 

All unvested PGSUs lapse and are forfeited

 

For retirement, which is defined as age 60 for the purposes of the Plan, PGSUs continue to vest according to their normal vesting schedule and are paid out in cash, provided that the participant does not join, or provide services to, a “Competitor” during the continued vesting period (see below for details). If retirement, on or after the age of 60, occurs prior to a Change in Control, all unvested PGSUs vest and are paid out on or before the Change in Control

For termination due to death or disability, vest on the termination date or date of death, as applicable

  All unvested PGSUs lapse and are forfeited  

Prorated portion of unvested PGSUs vest based on actual performance achieved and proportion of vesting period in Barrick’s employment; all remaining unvested PGSUs lapse and are forfeited

Vested
Performance Granted Share Units that are held as Restricted Shares

Prohibitions lapse and cease to apply to all Restricted Shares, provided that the participant does not join, or provide services to, a “Competitor” (see below for details)

 

Prohibitions lapse and cease to apply to all Restricted Shares on the retirement date or date of death, as applicable

 

Restricted Shares will be released in three tranches: 50% on the termination date, 25% on the first anniversary of the termination date, and 25% on the second anniversary of the termination date

 

Prohibitions lapse and cease to apply to all Restricted Shares, provided that the participant does not join, or provide services to, a “Competitor” (see below for details)

Unvested
Restricted Share Units (RSUs)
Unvested RSUs are forfeited immediately   Accelerated vesting of unvested RSUs   Unvested RSUs are forfeited immediately  

In accordance with the Long-Term Incentive Plan, Compensation Committee has discretion to accelerate vesting of unvested RSUs; otherwise forfeited

Retirement Plan Benefits

Entitled to receive the total amount accrued under the Executive Retirement Plan or Retirement Trust Scheme, as applicable

 

Entitled to receive the total amount accrued under the Executive Retirement Plan or Retirement Trust Scheme, as applicable

 

Entitled to receive the total amount accrued under the Executive Retirement Plan or Retirement Trust Scheme, as applicable

 

Entitled to receive the total amount accrued under the Executive Retirement Plan or Retirement Trust Scheme, as applicable

Benefits and Perquisites Cease as of the last day of employment  

In the case of death, benefits are extended for 31 days; otherwise, cease as of the last day of employment

 

Cease as of the last day of employment

 

Cease, subject to statutory and common law entitlements (as applicable) and NEO terms of employment(3)

 

  1. “Disability” means, with respect to a non-U.S. participant, the physical or mental illness of the participant resulting in the participant’s absence from his or her full-time duties with the relevant Barrick Gold Company for a period of time that results in a termination event pursuant to the applicable long-term disability plan for the Barrick Gold Company for which the participant is employed. “Disability” means, with respect to a U.S. participant, that the participant: (i) is unable to engage in his or her full-time duties with the relevant Barrick Gold Company by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the participant.
  2. “Cause” is defined as:
    1. Willful and continued failure by the participant to substantially perform the participant’s duties with the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness or disability (as defined under the plan) or any such failure subsequent to the delivery to the participant of a notice of termination without cause by the Company or the delivery by the participant of a notice of termination for good reason (as defined under the plan) to the Company after a demand for substantial performance improvement has been delivered in writing to the participant by the President, the Chairman, or a committee of the Board of Directors, as appropriate, of the Company which specifically identifies the manner in which the participant has not substantially performed his or her duties);
    2. Willful engaging by the participant in gross misconduct which is demonstrably and materially injurious to the Company, monetarily or reputationally; or
    3. The conviction of the participant of a criminal offense involving dishonesty or other moral turpitude; provided that for the purpose of footnote (2), no act or failure to act by the participant shall be considered “willful” unless done or omitted to be done by the participant in bad faith and without reasonable belief that the participant’s action or omission was in the best interests of the Company or its affiliates or subsidiaries. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of a more senior officer of the Company shall be conclusively presumed to be done, or omitted to be done, by the participant in good faith and in the best interests of the Company. The Company must notify the participant of any event constituting cause within 90 days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Change in Control Plan.
  3. See the footnotes to the table under the heading “Potential Payments Upon Termination” below for more information.
  4. For U.S. participants only, PGSUs will not accelerate in vesting under any circumstance to ensure that there are no unintentional and adverse tax consequences imposed by the Internal Revenue Code’s Section 409A.

For PGSU awards, in the event of retirement, the Compensation Committee must be satisfied that the NEO has no current or future intention to be employed by a “Competitor”. The following standard treatment applies to our NEOs who retire to join, or provide services to, a “Competitor”, or if the Compensation Committee becomes aware of any evidence to this effect before full vesting:

  • All unvested PGSU awards lapse and are forfeited; and
  • Vested PGSU awards (Restricted Shares), subject to sale and trading restrictions, will be released in three tranches: 50% on the termination date, 25% on the first anniversary of the termination date, and 25% on the second anniversary of the termination date.

Potential Payments Upon Termination

The table below describes and quantifies certain compensation that would have become payable under our compensation policies and programs if an NEO’s employment had been terminated on December 31, 2024. The amounts shown in the table below are the incremental amounts to which our NEOs would be entitled upon termination (except in connection with a Change in Control). This table does not show any statutory or common law benefits payable or the value of continued equity vesting pursuant to the relevant plans, as they are not considered to be incremental benefits to our NEOs.

   Incremental Compensation    M. Bristow(1)    G. Shuttleworth(2)    K. Thomson(3)    M. Hill(4)   

S. Bock(4) 

   Resignation    Nil   Nil   Nil    Nil    Nil
   Termination for Cause    Nil   Nil   Nil    Nil    Nil
   Termination Without Cause    $34,962,004   $15,014,827   $14,635,408    $1,457,138    $874,568
   Retirement    Nil   Nil   Nil    Nil    Nil
   Termination Upon Death or Disability(5)    $10,171,809   $4,521,096   $4,131,541    $3,653,197    $2,304,978
  1. Pursuant to his termination arrangement, in the event of a termination without cause in 2024 or prior to the granting of API and LTI awards in 2025 in respect of the 2024 performance year, Dr. Bristow is entitled to receive a severance payment equal to two times base salary ($1,800,000), plus two times an amount equal to the average of his 2021, 2022, and 2023 API, plus payment of Retirement Trust Scheme contributions, and compensation for loss of benefits for a 24-month period. Compensation for loss of benefits is in lieu of Dr. Bristow’s life insurance, medical coverage, as well as automobile benefits and outplacement services. All benefits are denominated in U.S. dollars. Additionally, he is entitled to short-term and long-term incentive payments, prorated from January 1, 2024 to the date of his termination. For API, he is entitled to an amount based on the greater of the average of his 2021, 2022, and 2023 API and the result of his individual API Scorecard for 2024 as determined by the Board following year-end results. For LTI, he is entitled to an amount as determined by the Compensation Committee based on the Long-Term Company Scorecard result. In the event of a termination without cause, pursuant to his termination arrangement, all unvested PGSUs will continue to vest according to the normal vesting schedule and will be paid out in cash, provided that Dr. Bristow does not join, or provide services to, a Competitor during the continued vesting period. Accordingly, the amount payable upon a termination without cause in 2024 includes $10,171,809, which represents the incremental value of the unvested PGSUs as at December 31, 2024.
  2. Pursuant to his termination arrangement, in the event of a termination without cause in 2024 or prior to the granting of API and LTI awards in 2025 in respect of the 2024 performance year, Mr. Shuttleworth is entitled to receive a severance payment equal to two times base salary ($800,000), plus two times an amount equal to the average of his 2021, 2022, and 2023 API, plus payment of Retirement Trust Scheme contributions, and compensation for loss of benefits for a 24-month period. Compensation for loss of benefits is in lieu of Mr. Shuttleworth’s life insurance, medical coverage, as well as automobile benefits and outplacement services. The estimated value of the compensation for loss of benefits in relation to the automobile benefit has been converted from Pound sterling to U.S. dollars based on the Bank of England exchange rate as of December 31, 2024 (0.7981). All other benefits are denominated in U.S. dollars. Additionally, he is entitled to short-term and long-term incentive payments, prorated from January 1, 2024 to the date of his termination. For API, he is entitled to an amount based on the greater of the average of his 2021, 2022, and 2023 API and the result of his individual API Scorecard for 2024 as determined by the Board following the end of year results. For LTI, he is entitled to an amount as determined by the Compensation Committee based on the Long-Term Company Scorecard result. In the event of a termination without cause, pursuant to his termination arrangement, all unvested PGSUs will continue to vest according to the normal vesting schedule and will be paid out in cash, provided that Mr. Shuttleworth does not join, or provide services to, a Competitor during the continued vesting period. Accordingly, the amount payable upon a termination without cause in 2024 includes $4,144,084, which represents the incremental value of the unvested PGSUs as at December 31, 2024.
  3. Pursuant to his termination arrangement, in the event of a termination without cause in 2024 or beyond, Mr. Thomson is entitled to a severance payment equal to two times base salary ($800,000), plus two times an amount equal to the average of his 2021, 2022, and 2023 API, plus payment of Executive Retirement Plan contributions, and compensation for loss of benefits for a 24-month period. Compensation for loss of benefits is in lieu of Mr. Thomson’s medical, dental, vision care, life insurance, accidental death and dismemberment, and long-term disability coverage, as well as automobile benefits and outplacement services. The estimated value of the compensation for loss of benefits has been converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average exchange rate as at December 31, 2024 (1.4389). The estimated value of the compensation of loss of benefits in relation to outplacement services is denominated in U.S. dollars. Additionally, he is entitled to short-term and long-term incentive payments, prorated from January 1, 2024 to the date of his termination. For API, he is entitled to the greater of the average of his 2021, 2022, and 2023 API and the result of his individual API Scorecard for 2024, as determined by the Compensation Committee. For LTI, he is entitled to an amount as determined by the Compensation Committee based on the Long-Term Company Scorecard results. The estimated severance payable has been converted from Canadian dollars to U.S. dollars, as applicable, based on the Bank of Canada daily average exchange rate as of December 31, 2024 (1.4389). In the event of a termination without cause, pursuant to his termination arrangement, all unvested PGSUs will continue to vest according to the normal vesting schedule and will be paid out in cash, provided that Mr. Thomson does not join, or provide services to, a Competitor during the continued vesting period. Accordingly, the amount payable upon a termination without cause in 2024 includes $4,131,541, which represents the incremental value of the unvested PGSUs as at December 31, 2024.
  4. In the event of a termination without cause and pursuant to the PGSU Plan, Messrs. Hill and Bock are entitled to a prorated portion of unvested PGSUs based on actual performance achieved and the proportion of the vesting period in Barrick’s employment. All remaining unvested PGSUs lapse and are forfeited.
  5. The amounts stated in the table represent the value of accelerating the vesting of unvested RSUs and PGSUs. The value of accelerating the vesting of unvested RSUs is calculated as the product of (i) the number of RSUs where restrictions lapsed because of the termination, and (ii) $15.64 (the average of the closing share price of Barrick Shares on the NYSE on the five trading days prior to the date of assumed vesting, i.e., December 31, 2024, pursuant to the Long-Term Incentive Plan). The value of accelerating the vesting of unvested PGSUs is calculated as the product of (i) the number of PGSUs where restrictions lapsed because of the termination, and (ii) for TSX-Tracking PGSUs, $15.49 (the closing share price of Barrick Shares on the TSX on December 31, 2024, and converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange on December 31, 2024 pursuant to the PGSU Plan); for NYSE-Tracking PGSUs, $15.50 (the closing share price of Barrick Shares on the NYSE on December 31, 2024, pursuant to the PGSU Plan).


Potential Payments Upon Change in Control Termination

Barrick’s Partner Change in Control Severance Plan (Change in Control Plan) ensures that the NEOs and other Partnership Plan participants are entitled to receive severance benefits in the event that their employment is terminated by the Company (other than for cause or disability), or their employment is deemed to have been terminated for Good Reason (defined here) at any time within two years following a Change in Control (defined here). These are “double trigger” Change in Control arrangements, requiring both a Change in Control of the Company and a qualifying termination of the employment of the NEO or Partnership Plan participant before any payments are owed. Terminations for cause or disability and resignation without Good Reason following a Change in Control would be treated in the same manner as in non-Change in Control situations.

Pursuant to the termination agreements for Messrs. Bristow, Shuttleworth, and Thomson, they are entitled to receive the greater of (a) the aggregate payments and benefits pursuant to the Change in Control Plan and (b) the aggregate payments and benefits pursuant to their respective termination agreements. See footnotes 1, 2, and 3, respectively, in the “Potential Payments Upon Termination” table for a summary of the provisions applicable to these individual termination agreements.

The table below outlines a comparison of the standard severance treatment applicable to our NEOs and other Partnership Plan participants upon a Termination without Cause and a double-trigger Change in Control, pursuant to the Change in Control Plan and relevant provisions of each of the equity-based LTI plans:

Provision

Termination Without Cause

Termination in Connection with Change in Control

Lump Sum Cash Severance Payment (1)

Earned portion of Base Salary and prorated API award, based on actual performance achieved, determined on a case-by-case basis, plus statutory and common law entitlements (as applicable), subject to NEO terms of employment(4)

Earned portion of Base Salary and an API amount equal to the product of: (a) the maximum API opportunity assuming all relevant performance targets are met, and (b) the number of days worked up to and including the date of termination divided by 365 days, plus one times the sum of the following: the greater of: (a) base salary paid for the most recently completed fiscal year; or (b) the agreed upon base salary for the 12-months immediately following the Change in Control, plus the average of the actual API paid for the last three completed fiscal years prior to the Change in Control (or for new Partners who have not received an API payment prior to the Change in Control, one-half of the maximum API opportunity), plus the average of the actual PGSU awards granted for the last three completed fiscal years prior to the Change in Control (or for new Partners who have not been granted PGSUs prior to the Change in Control, one-half of the maximum LTI opportunity)

Performance Granted Share Units (PGSUs) (1,2)

For unvested PGSUs, the prorated portion vests based on actual performance achieved and proportion of vesting period under employment; all remaining unvested PGSUs lapse and are forfeited. Prohibitions lapse and cease to apply to all Restricted Shares

Unvested PGSU awards vest on the termination date, and are paid out in cash, except for U.S. participants whose unvested PGSU awards will continue to vest according to the normal vesting schedule to ensure compliance with the Internal Revenue Code’s Section 409A. All prohibitions on the sale and transfer of Restricted Shares lapse in the event of a bona fide third party takeover bid, provided that the takeover bid is successfully completed

Restricted Share Units (RSUs) (2,3) Unvested units forfeited

Unvested units vest on the termination date, except for U.S. participants whose unvested RSUs will continue to vest according to the normal vesting schedule to ensure compliance with the Internal Revenue Code’s Section 409A

Retirement Benefits The total amount accrued under the Executive Retirement Plan or Retirement Trust Scheme, as applicable

The total amount accrued under the Executive Retirement Plan or Retirement Trust Scheme, as applicable, plus two times the annual contribution that would have been credited under the Executive Retirement Plan, Retirement Trust Scheme, or a retirement contribution plan for the full fiscal year in which employment ceases

Benefits and Perquisites Cease, subject to statutory and common law entitlements (as applicable) and NEO terms of employment(4) Benefits continue until the earlier of two years after termination, or the executive’s commencement of new full-time employment with a new employer. Entitlement to a lump sum payment equivalent to two times the annual fair value of the automobile benefit. U.S. participants are entitled to continued medical insurance for two years and to a lump sum payment equivalent to the fair market value of all other benefits they are entitled to for a two-year period
Reimbursement for Relocation Services Not applicable Up to a maximum period of 18 months following the date of termination
  1. If the NEO or Partnership Plan participant has been designated a partner for less than three completed fiscal years prior to the Change in Control, the average of the API and/or PGSU awards will be calculated based on the average of the actual number of years that the NEO or Partnership Plan participant has been designated a partner. If no API or PGSU award has been paid to the NEO or Partnership Plan participant since being designated a partner, then one-half of the maximum API and/or maximum yearly PGSU Plan award that would be payable or granted to the NEO or Partnership Plan participant will be used to determine the Lump Sum Cash Severance Payment. For certainty, the API paid or payable, and the PGSU award granted or to be granted, will be annualized in circumstances where the NEO or Partnership Plan participant was not employed by the Company for the whole of an applicable fiscal year.
  2. For U.S. participants only, paragraph (i) in the Change in Control definition below is replaced by “the acquisition by any individual, entity or group of individuals or entities acting jointly or in concert of beneficial ownership of 30% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors other than as part of and at the time of completion of a transaction described in paragraph (iii) of the Change in Control definition below, provided, however, that for the purposes of paragraph (i), the acquisition by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by the Company of Barrick Shares or other voting securities shall not constitute a Change in Control.”
  3. In addition, the Compensation Committee may, in its discretion, accelerate vesting of unvested RSUs.
  4. See the footnotes to the table under the headingPotential Payments Upon Termination above for more information.


Other Terms and Provisions

The Change in Control Plan prohibits NEOs and Partnership Plan participants from soliciting Barrick people for a period of two years following termination. NEOs and Partnership Plan participants are required to maintain the confidentiality of any confidential or proprietary information concerning Barrick for a period of three years following termination.

Change in Control Definitions

Pursuant to the Change in Control Plan, a “Change in Control” is generally defined as:

  1. The acquisition by any individual, entity or group of individuals or entities acting jointly or in concert, of 30% or more of either (A) the then outstanding Barrick Shares, or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors other than as part of and at the time of completion of a transaction described in (iii) below; provided, however, that the acquisition by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company shall not constitute a Change in Control;
  2. Individuals who constitute the Board at the time the Change in Control Plan took effect (Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director who was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be deemed to be a member of the Incumbent Board. For greater certainty, this excludes any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any individual, entity or group of individuals or entities other than management or the Board;
  3. The consummation of a reorganization, merger, amalgamation, plan of arrangement or consolidation of or involving the Company or a sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets, in a single transaction or in a series of linked transactions (Business Combination), in each case, unless: (A) the beneficial owners of the then outstanding Barrick Shares and other voting securities prior to such Business Combination continue to hold more than 50% of the beneficial ownership of the outstanding Barrick Shares and voting securities of the Company or continuing corporation following the Business Combination, (B) no individual, entity or group of individuals or entities (excluding any employee benefit plan (or related trust) sponsored or maintained by the Company or continuing corporation) beneficially owns 30% or more of the then outstanding Barrick Shares and voting securities of the Company or continuing corporation, and (C) at least a majority of the members of the board of directors of the Company or continuing corporation were members of the Incumbent Board at the time of the execution of the definitive agreement providing for such Business Combination or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Business Combination;
  4. The sale or other disposition of assets of the Company, in a single transaction or in a series of linked transactions, (A) having an aggregate net asset value of more than 50% of the aggregate net asset value of the consolidated assets of the Company or (B) which generate, in aggregate, more than 50% of the net income from continuing operations or net cash flow during the last completed fiscal year or during the current fiscal year, in each case on a consolidated basis; or
  5. Approval by the shareholders of the Company of the complete liquidation or dissolution of the Company.

Good Reason” generally means the occurrence, after a Change in Control, of any of the following events without the participant’s written consent:

  1. The assignment to the participant of any duties inconsistent in any respect with the participant’s position (including status, offices or titles held, or reporting requirements), authority, duties or responsibilities with the Company from that which existed immediately prior to such Change in Control, or in the salary, annual performance incentive, or other compensation, benefits, expense allowance or expense reimbursement rights, office location or support staff previously provided to the participant, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the participant and, with respect to the participant’s annual performance incentive, excluding any diminution in the participant’s annual performance incentive that (A) was determined in accordance with and using the same policies and practices that were used to determine the participant’s annual performance incentive in the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; and (B) does not represent a reduction greater than 10% of the agreed maximum annual performance incentive, if any, which is payable to the participant under the compensation terms in effect immediately prior to the Change in Control;
  2. Any failure by the Company to comply with any other terms of the participant’s employment as in effect immediately prior to such Change in Control such as salary or annual performance incentive review, allowable activities, and vacation, other than an isolated, insubstantial, and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the participant;
  3. The Company requiring the participant to (A) be based at any office or location other than: (1) within 50 kilometers of the participant’s office or location immediately prior to the Change in Control, or (2) at any other office or location previously agreed to in writing by the participant; or (B) travel on business to an extent substantially greater than the travel obligations of the participant immediately prior to the Change in Control; or
  4. Any other purported termination by the Company of the participant’s employment, other than for Cause.

Estimated Payments Upon Change in Control Termination

The following table estimates the amounts that would have been payable to our NEOs in the circumstance of a termination within two years following a Change in Control. Except as noted below, estimated amounts provided in the table below assume that a Change in Control occurred and the NEO’s employment terminated on December 31, 2024. Amounts payable pursuant to a double-trigger Change in Control situation are calculated according to the Change in Control Plan.

Consistent with our historical disclosure, this table does not show any statutory or common law benefits payable in the event of termination without cause in the absence of a Change in Control, or the value of continued equity vesting, as they are not considered to be incremental benefits to our NEOs.

Incremental Compensation M. Bristow(1) G. Shuttleworth(2) K. Thomson(3) M. Hill S. Bock
a) Change in Control (Termination)          
Cash Severance(4):          
Annual Total Direct Compensation $12,463,684 $5,269,190 $5,177,537 $4,327,920 $2,597,451
API Award $5,400,000 $2,400,000 $2,400,000 $2,175,000 $1,650,000
Incremental Executive Retirement Plan, Retirement Trust Scheme, or Cash in Lieu of Pension Contributions, as applicable $1,823,185 $817,797 $790,301 $658,852 $430,839
Unvested Equity Acceleration:          
RSUs(5) Nil $377,012 Nil Nil Nil
PGSUs(6) $10,171,809 $4,144,084 $4,131,541 $3,653,197 $2,304,978
Benefits and Perquisites:          
Compensation in lieu of Benefits and Perquisites(7) $272,757 $116,777 $52,355 $40,442 $20,520
Job Relocation Counselling Service (up to 18 months)(8) $20,000 $15,000 $15,000 $15,000 $15,000
Total $30,151,435 $13,139,860 $12,566,734 $10,870,410 $7,018,787
b) Change in Control (No Termination)          
Total Nil Nil Nil Nil Nil
  1. Pursuant to his termination agreement and assuming his employment terminated on December 31, 2024, Dr. Bristow would have been entitled to receive $34,962,004, which represents the greater of (a) the aggregate payment and benefit entitlements pursuant to the Change in Control Plan and (b) the aggregate payments and benefits pursuant to his termination agreement.
  2. Pursuant to his termination agreement and assuming his employment terminated on December 31, 2024, Mr. Shuttleworth would have been entitled to receive $15,014,827, which represents the greater of (a) the aggregate payment and benefit entitlements pursuant to the Change in Control Plan and (b) the aggregate payments and benefits pursuant to his termination agreement.
  3. Pursuant to his termination agreement and assuming his employment terminated on December 31, 2024, Mr. Thomson would have been entitled to receive $14,635,408, which represents the greater of (a) the aggregate payment and benefit entitlements pursuant to the Change in Control Plan and (b) the aggregate payments and benefits pursuant to his termination agreement.
  4. For the purposes of this analysis, the Cash Severance for each NEO is determined pursuant to the “Lump Sum Cash Severance Payment” section in “Potential Payments upon Change in Control Termination”. For Messrs. Bristow, Shuttleworth, Thomson, and Bock, the amount is denominated in U.S. dollars. For Mr. Hill, applicable amounts are converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average exchange rate as of December 31, 2024 (1.4389).
  5. The amounts stated in the table represent the product of: (a) the number of RSUs eligible for accelerated vesting because of the Change in Control termination and (b) $15.64 (the average closing price of Barrick Shares on the NYSE, on the five trading days prior to the date of assumed vesting, December 31, 2024, pursuant to the Long-Term Incentive Plan).
  6. The amounts stated in the table represent the product of: (a) the number of PGSUs eligible for accelerated vesting because of the Change in Control termination, and (b) for TSX-Tracking PGSUs, $15.49 (the closing share price of Barrick Shares on the TSX on December 31, 2024, and converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange on December 31, 2024, pursuant to the PGSU Plan); for NYSE-Tracking PGSUs, $15.50 (the closing share price of Barrick Shares on the NYSE on December 31, 2024, pursuant to the PGSU Plan).
  7. The Change in Control Plan provides benefit continuation under all life insurance, medical, dental, health and accidental and disability plans for a period of 24 months for eligible NEOs. Barrick will also provide a cash payment in lieu of an automobile benefit for a two-year period for eligible NEOs. For Messrs. Bristow, Hill, and Bock, the annual amounts shown are denominated in U.S. dollars. For Mr. Shuttleworth, the annual amounts shown are denominated in U.S. dollars except for the automobile benefit, which has been converted from Pound sterling to U.S. dollars based on the Bank of England daily average exchange rate as of December 31, 2024 (0.7981). For Mr. Thomson, the annual amounts shown below have been converted from Canadian dollars to U.S. dollars based on the Bank of Canada daily average rate of exchange as of December 31, 2024 (1.4389). The total costs have then been multiplied by two for each of Messrs. Bristow, Shuttleworth, Thomson, Hill, and Bock pursuant to the Change in Control Plan.
  8. Benefits and Perquisites for Severance Calculation

      Life, AD&D, and Long-Term Disability Health / Medical Automobile
    Benefit
    Total Multiple Continued
    Benefits and
    Perquisites
       M. Bristow $102,819 $13,560 $20,000 $136,379 2x $272,757
       G. Shuttleworth $29,791 $13,563 $15,035 $58,388 2x $116,777
       K. Thomson $6,718 $5,560 $13,900 $26,178 2x $52,355
       M. Hill $8,883 $11,338 Nil $20,221 2x $40,442
       S. Bock $10,260 Nil Nil $10,260 2x $20,520
  9. The Change in Control Plan provides for job relocation counselling services, for a period not to exceed 18 months. The amounts shown here are based on an estimated cost of $20,000 for Dr. Bristow, and $15,000 for Messrs. Shuttleworth, Thomson, Hill, and Bock.

2025 DIGITAL INFORMATION CIRCULAR (Interactive Proxy Statement)