NEM DEF 14A DEF-14A Report March 10, 2023

NEM DEF 14A Report ended March 10, 2023

NEWMONT CORP /DE/

10-Qs and 10-Ks

10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
10-Q	Quarter ended June 30, 2011
10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

DEF 14A	Filed on March 14, 2025
DEF 14A	Filed on March 11, 2024
DEF 14A	Filed on March 10, 2023
DEF 14A	Filed on March 7, 2022
DEF 14A	Filed on March 12, 2021
DEF 14A	Filed on March 6, 2020
DEF 14A	Filed on April 16, 2019
DEF 14A	Filed on March 9, 2018
DEF 14A	Filed on March 3, 2017
DEF 14A	Filed on March 3, 2016
DEF 14A	Filed on March 5, 2015
DEF 14A	Filed on March 7, 2014
DEF 14A	Filed on March 7, 2013
DEF 14A	Filed on March 8, 2012
DEF 14A	Filed on March 4, 2011
DEF 14A	Filed on March 4, 2010

tm2231936-3_nonfiling - none - 53.9710838s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☒

Filed by the Registrant

☐

Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:

☐

Preliminary Proxy Statement

☐

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Under Rule 14a-12

Newmont Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

TABLE OF CONTENTS

TABLE OF CONTENTS

Attending the Annual Meeting

You are invited to attend the 2023 Annual Meeting of Stockholders of Newmont Corporation. The 2023 Annual Meeting will be a virtual format conducted solely online via live webcast to provide a safe and widely accessible experience for our stockholders and employees. This format also has the benefit of improving broader participation, meeting efficiency and reducing costs. Stockholders will be able to listen, vote and submit questions from their home or any location with internet connectivity. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting.

ATTENDING THE VIRTUAL MEETING AS A STOCKHOLDER OF RECORD

Only stockholders of record at the close of business on Monday, February 27, 2023 (the “Record Date”) (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), are entitled to notice of and to vote and can attend the meeting by accessing https://meetnow.global/MFSCLWY and entering the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials you previously received.

REGISTERING TO ATTEND THE ANNUAL MEETING AS A BENEFICIAL OWNER

If you were a beneficial holder of record of common stock of Newmont, par value $1.60 per share, as of the Record Date (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend the Annual Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of Newmont common stock you held as of the Record Date,

along with your name and email address, to Computershare. Please forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 21 , 2023. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to https://meetnow.global/MFSCLWY and enter your control number.

ASKING QUESTIONS

If you are attending the meeting as a stockholder of record or registered beneficial owner, questions can be submitted by accessing the meeting center at https://meetnow.global/MFSCLWY, entering your control number and clicking on the Q&A icon on the right side of the page. Enter your question in the box and click send.

To submit questions in advance of the Annual Meeting, visit https://meetnow.global/MFSCLWY and enter the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials you previously received.

VOTING

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance online, or if you requested printed copies of the proxy materials, by phone or by mail, to ensure that your vote will be represented at the Annual Meeting.

For more detailed information, see “General Information — Voting Your Shares” beginning on page 106 of this Proxy Statement.

The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K
are available free of charge at www.envisionreports.com/ NEM.

TABLE OF CONTENTS

Letter from Independent Chair of the Board of Directors

Dear Fellow Stockholders:

I am pleased to present Newmont’s Proxy Statement and cordially invite you to our 2023 Annual Meeting of Stockholders to be held on Wednesday, April 26, 2023, at 7:30 a.m. Mountain Daylight Time.

The Annual Meeting will be held entirely online, which will allow for participation by all of our stockholders, regardless of their geographic location. Please see the Notice of Annual Meeting for more information about how to attend virtually.

On behalf of the full Board of Directors, I sincerely thank you for the trust you’ve placed in the Board and for your continued investment in Newmont. It is a privilege to serve as your Independent Chair and to work closely with my fellow Directors to carry out our fiduciary responsibilities to you, our stockholders.

At Newmont, we are a values-based organization with a clear purpose to create value and improve lives through sustainable and responsible mining. We differentiate ourselves through our clear strategic focus, superior operational performance and unwavering commitment to sustainability and leading ESG practices.

Guided by our purpose and values, the members of our Board leverage their diverse backgrounds, skills and experiences to oversee strategy and evaluate risk and performance for Newmont’s long-term success. Our Board understands the importance of leading by example and thoughtfully considers our Board’s composition. More than 70% of the independent directors nominated for election at the upcoming Annual Meeting bring a form of ethnic or gender diversity to the Board, with 45% female representation among independent directors. The Board believes that progressing an inclusive workplace culture is critical to attracting and retaining the talented and diverse workforce and leadership necessary to ensure that Newmont is well-positioned to face operational and strategic challenges as an industry leader.

The Board understands that continued commitment to ESG principles and practices is essential to ensuring our social acceptance and our ability to be a trusted leader in mining. The Board holds management accountable for ensuring safety and sustainability are integrated into the business at all levels of the organization and that our global standards, strategies, business plans and compensation plans create the foundation for strong sustainability performance. Newmont remains steadfast in our approach to setting and reporting on public targets that reflect our commitment to transparency, support our ability to manage risks, and provide insights into our health, safety, security, inclusion, diversity, environmental, social and governance performance. In 2022, for the 15th year in a row, Newmont joined the Dow Jones Sustainability™ World Index (DJSI World), was ranked number one in the Metals and Mining Industry and continues to be widely recognized for our principled ESG practices.

We believe that transparency is essential to building credibility and trust with our stockholders and stakeholders. With the oversight of the Board’s Audit Committee, Newmont published its inaugural Taxes and Royalties Contribution Report in 2022, in which we disclose our tax strategy and our significant economic contributions to host communities and governments as part of our commitment to shared value creation. The Board’s Safety and Sustainability Committee also continued to dedicate considerable time and focus on Newmont’s Energy & Climate Strategy, including oversight of the Annual Sustainability Report and TCFD-aligned Climate Report.

I invite you to visit Newmont’s Annual Sustainability Report, Climate Report, Taxes and Royalties Contribution Report and other voluntary sustainability reporting at www.newmont.com/sustainability to learn more about how Newmont continues to build a safe, profitable and responsible business.

YOUR VOTE AND FEEDBACK IS IMPORTANT

We would like to thank our stockholders and other stakeholders for the time they commit to engaging in productive dialogues with Newmont. We are grateful for the feedback shared with our leadership team and directly with members of the Board. The Board considers your input as an important factor in deliberations and decision-making. Please continue to share your opinions, suggestions and concerns with us.

We encourage you to vote promptly, even if you plan to attend the 2023 Annual Meeting of Stockholders, and to submit questions in advance of the meeting.

The Board of Directors looks forward to serving your interests in 2023 and beyond. Thank you for your continued support of Newmont.

Very truly yours,

Gregory H. Boyce
Independent Chair of the Board of Directors

* Non-GAAP metrics; see Annex A-1 for reconciliations.

2023 Proxy Statement 1

TABLE OF CONTENTS

Notice of 2023 Annual Meeting of Stockholders

The Annual Meeting of Stockholders of Newmont Corporation will be held at 7:30 a.m., Mountain Daylight Time, on Wednesday, April 26, 2023, at https://meetnow.global/MFSCLWY . At the 2023 Annual Meeting, the stockholders will be asked to vote on the following proposals and to conduct any other business properly brought before the meeting.

				Our Board’s Recommendation
	Proposal One — Election of Directors: To elect the twelve directors named in our proxy statement.			✓ FOR
	Proposal Two — Advisory Vote to Approve Executive Compensation: To seek an advisory vote on the approval of our executive compensation.			✓ FOR
	Proposal Three — Ratification of Auditors: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023 .			✓ FOR
	Proposal Four — Advisory Vote to Approve Say-on-Frequency: To seek an advisory vote on the frequency of future advisory votes on executive compensation .			✓ ONE YEAR

Record Date: February 27, 2023

Date These Proxy Materials Are First Being Sent to Stockholders: On or about March 16, 2023

The 2023 Annual Meeting of Stockholders is being held in a virtual format conducted solely online which will allow for greater participation regardless of geographic location. All stockholders are invited to attend the Annual Meeting virtually.

It is important that your shares be represented at the Annual Meeting whether or not you are able to attend. If you are unable to attend virtually, please promptly vote your shares at your earliest convenience. You may vote online prior to the meeting by visiting http://envisionreports.com/ NEM and entering the control number found in your Notice of Internet Availability of Proxy Materials, or, by phone or by mail. You may also vote during the Annual Meeting by visiting https://meetnow.global/MFSCLWY, entering the control number and following the instructions. Voting by the Internet or telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs. For more detailed information, see the section entitled “General Information — Voting Your Shares” on page 106 .

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares are represented and voted at the Annual Meeting.

By Order of the Board of Directors,

NANCY LIPSON
Executive Vice President and Chief Legal Officer

Denver, Colorado
March 9, 2023

Scan this QR code to view digital versions of our Proxy Statement and 2022 Annual Report

The Notice of Annual Meeting, Proxy Statement and 2022 Annual Report on Form 10-K are available at http://envisionreports.com/ NEM

2 Newmont Corporation

TABLE OF CONTENTS

Table of Contents

	LETTER TO STOCKHOLDERS					1
	NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS					2
	TABLE OF CONTENTS					3
	ABOUT NEWMONT CORPORATION					5
	PROXY VOTING SUMMARY					14
	PROPOSAL ONE — ELECTION OF DIRECTORS					16
	Voting for Directors					16
	Majority of Votes Cast Standard for the Election of Directors					16
	Director Nominee Overview					17
	Board Diversity					17
	Director Skills and Qualifications					19
	2023 Director Nominees					21
	Independence of Directors					30
	COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE					31
	Committee Membership					31
	Other Committees					31
	CORPORATE GOVERNANCE					35
	Key Corporate Governance Practices					35
	Corporate Governance Guidelines and Charters					35
	Director Orientation and Education					35
	Board Leadership and Independent Chair					36
	Board Oversight of Risk Management					37
	Board, Committee and Director Assessment					39
	Process for Selecting New Directors					40
	Board Size					41
	Retirement Age, Tenure and Board Refreshment					41
	Proxy Access					41
	Stakeholder Outreach					42
	Communications with Stockholders or Interested Parties					42
	Code of Conduct					43
	Related Person Transactions					43
	Independent Compensation Consultant					43
	Executive Compensation Risk Assessment					43
	Leadership Development and Compensation Committee Interlocks and Insider Participation					44
	Director Compensation					44
	Director Compensation for Fiscal 2022					45
	Outstanding Awards					46
	Director Share Ownership Guidelines					46
	PROPOSAL TWO — ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION					47

	COMPENSATION DISCUSSION AND ANALYSIS					48
	COMPENSATION DISCUSSION AND ANALYSIS SUMMARY					48
	Compensation Program Aligns with Business Strategy and Supports Shareholder Value Creation					49
	Evolution of Executive Compensation Plan Design					49
	About Newmont Corporation					49
	Executive Compensation Governance					50
	Key Executive Compensation Governance Practices					50
	Key Parties					51
	Compensation Reference Peer Group					53
	Shareholder Outreach Process					55
	Say on Pay					56
	Annual Compensation Cycle and Decision-Making Process					57
	Pay Philosophy					58
	2022 Named Executive Officers					59
	Executive Compensation and Benefits Programs					62
	Executive Compensation and Benefits Components					62
	Pay Mix					63
	NEO Total Target Direct Compensation					63
	Base Salary					64
	Annual Incentive Program					64
	Long-Term Incentive Program					70
	Employee Benefits					73
	Retirement Plans					73
	Perquisites					73
	Executive Compensation Policies and Practices					75
	Executive Stock Ownership Guidelines					75
	Executive Compensation Clawback Policy					75
	Restrictions on Trading Stock					75
	Anti-Hedging and Anti-Pledging Policies					75
	Accounting for Stock-Based Compensation					75
	Tax Deductibility of Compensation					76

	2022 EXECUTIVE COMPENSATION TABLES					77
	Summary Compensation Table					77
	All Other Compensation Table					78
	Grants of Plan-Based Awards Table					79
	Outstanding Equity Awards at Fiscal Year-End Table					80
	Option Exercises and Stock Vested Table					81
	Tabular List of Financial Performance Measures					96
	ADDITIONAL BENEFITS AND TABLES					82
	Pension Benefits Table					82
	Pension Plan					83

2023 Proxy Statement 3

TABLE OF CONTENTS

Table of Contents

	Pension Equalization Plan					85
	Savings Plan					85
	Savings Equalization Plan					86
	Potential Payments Upon Termination or Change of Control					86
	Potential Payments on Termination					91
	Pay Ratio of CEO to Median Employee					93
	Pay Versus Performance Table					94
	Key CD&A Definitions					97
	REPORT OF THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION					98
	PROPOSAL THREE — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					99
	Independent Auditors Fees					100
	REPORT OF THE AUDIT COMMITTEE					101

	PROPOSAL FOUR — ADVISORY VOTE ON THE REQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION					102
	BENEFICIAL OWNERSHIP OF COMMON STOCK					103
	Management					103
	Certain Other Beneficial Owners					104
	Delinquent Section 16(a) Reports					104
	GENERAL INFORMATION					105
	Stockholders Entitled to Vote					105
	Voting Your Shares					106
	Other Matters					109
	ANNEX A					110
	Non-GAAP Compensation Measures – Annex A-1					110
	Non-GAAP Financial Measures					114
	Cautionary Statements and Endnotes – Annex A-2					129

4 Newmont Corporation

TABLE OF CONTENTS

About Newmont Corporation

SUSTAINABLE BUSINESS. ENDURING VALUE Our purpose is to create value and improve lives through sustainable and responsible mining.


#1 gold producer with ~6M ounces per year expected through 2032 and significant exposure to other metals			Strong management team with solid track record			Focused on industry-leading returns to shareholders with disciplined capital allocation through the cycle


Industry’s leading portfolio of world-class assets in top-tier jurisdictions			Strong free cash flow generation and margins with significant leverage to higher gold prices			Recognized sustainability leader committed to creating value and improving lives

2022 H IGHLIGHTS

Achieved Full-Year Guidance in 2022, Positioned to Deliver Strong 2023 Results

Newmont safely delivered on our commitments in 2022 and finished the year from a position of strength, generating $1.1 billion in free cash flow 2 and $4.6 billion in adjusted EBITDA 2 . As we look ahead to 2023 and beyond, our outlook remains stable as we steadily increase production and improve costs over time from our balanced, global portfolio of world-class assets. With more than 100 years of history and experience, Newmont is well-positioned to continue delivering industry-leading results, while remaining grounded in our values and driven by our purpose to create value and improve lives through sustainable and responsible mining.

(1)

Includes production from the Company’s equity method investment in the Pueblo Viejo joint venture.

(2)

All-in sustaining costs, free cash flow and adjusted EBITDA are non-GAAP metrics. See Annex A for a reconciliation of non-GAAP measures cautionary statement and endnotes, including with respect to attributable production, all-in sustaining costs, reserves , adjusted EBITDA, free cash flow, shareholder returns, dividend framework .

2023 Proxy Statement 5

TABLE OF CONTENTS

About Newmont Corporation

It has been a unique and challenging year for Newmont in 2022, as well as for the mining industry, due to the continued impacts from the COVID-19 pandemic, Russia’s invasion of Ukraine, a competitive labor market, and the highest global inflation rates in 40 years. In this environment, Newmont benefitted from over 100 years of history and experience and continued to differentiate the Company in four key areas throughout the year:

▶

ESG: Newmont has a long history of leading change in our approach to environmental, social, and governance matters. These practices have been embedded into Newmont’s culture and strategy and are woven into the very fabric of our company. Our focus has remained on protecting the health and wellbeing of our workforce and local communities above all else, and we understand that a strong and consistent safety culture is fundamental to delivering on our commitments. In 2022 Newmont reached an important milestone, completing more than one million verifications by leaders in the field that were focused on managing the critical controls that must be in place at all times to prevent fatalities.

▶

Production: Newmont has created a balanced, global portfolio of world-class operations and projects with both the scale and mine life to sustain the business and continue leading the industry for decades to come. During the year, Newmont produced 6.0 million attributable ounces of gold, 84 million pounds of copper, 30 million ounces of silver, 149 million pounds of lead and 377 million pounds of zinc, while advancing our most profitable near-term projects from our unmatched organic project pipeline. Newmont’s world-class portfolio of operations and projects is underpinned by a robust foundation of reserves and resources, which includes 96.1 million ounces of gold reserves and 15.7 billion pounds of copper (as at December 31, 2022).

▶

Operational Excellence: Newmont maintains an integrated operating model with a proven track record of delivering value. During the year, Newmont’s Full Potential program delivered significant free cash flow improvements, helping to offset the impacts of rising inflation, tight labor markets, and supply chain disruptions around the globe. In 2022, Newmont designed and implemented three Operational Support Networks, covering the core areas of mining, processing, and asset management. With access to real-time data, these global networks bring together our technical experts from around the world to monitor key performance indicators and advise Newmont’s operating teams on performance trends and opportunities.

▶

Shareholder Value Creation: Newmont’s disciplined approach to capital allocation allowed the Company to maintain financial strength and flexibility, while balancing steady reinvestment into our business with strong returns to our shareholders. In 2022, Newmont returned $1.7 billion to shareholders through its industry-leading dividend framework, demonstrating our confidence in the long-term value of our business. With an investment-grade balance sheet and no debt due until 2029, Newmont is well positioned to support the next decade of production performance and industry leadership.

Our Values

Newmont’s commitment to acting responsibly as individuals and as a business is reflected in our strategy and our values which have been developed in Newmont’s over 100-year history.

[MISSING IMAGE: ic_sustainability-pn.jpg]

[MISSING IMAGE: ic_responsibility-pn.jpg]

Safety

We take care of our safety, health, and wellness by recognizing, assessing and managing risk, and choosing safer behaviours to drive a fatality, injury, and illness free workplace

Integrity

We behave ethically and respect each other and the customs, cultures, and laws wherever we operate

Sustainability

We serve as a catalyst for local economic development through transparent and respectful stakeholder engagement, and as responsible stewards of the environment

Inclusion

We create an inclusive environment where employees have the opportunity to contribute, develop, and work together to deliver our strategy

Responsibility

We deliver on our commitments, demonstrate leadership, and have the courage to speak up and challenge the status quo

6 Newmont Corporation

TABLE OF CONTENTS

About Newmont Corporation

Our People

It’s our strong-held belief that we maintain a competitive advantage through our people with industry leading engagement, leadership, and commitment to inclusion and diversity. Our values of safety, integrity, sustainability, inclusion, and responsibility are engrained in our culture, impact each action that we take, and are the foundation of our Code of Conduct. That is why we strive to establish a culture where everyone belongs, thrives and is valued.

Ensuring everyone goes home safely each day is our first priority. Through our leading safety systems, which includes Fatality Risk Management, Critical Control Verifications and a focus on mental health and wellbeing, we work to make this goal a reality.

Ensuring an environment that is free from harassment, bullying, and discrimination is critical to our efforts to have a culture where everyone belongs, thrives and is valued. Recognizing concerning trends in the mining industry, and society at large, in 2022 Newmont launched a program focused on ensuring a Safe, Healthy and Equitable workplace for all. This program is led by a Senior Vice President level operational leader, reporting directly to the CEO. We continue to identify opportunities to improve our workplace such as through an employee listening tour initiated in 2022 which included visits to all sites to conduct one to one conversations, focus groups and meetings with our Business Resource Groups. We continue to focus on training for leaders, increased transparency of reporting to support learning, improving the care and support for victims of disrespectful behavior, and making improvements to our camp accommodations.

We refreshed our People S trategy in 2022, which has been fully endorsed by our Board. The People Strategy represents a multi-year journey, and focuses on three critical pillars: Leadership, Inclusion, Diversity and Equity, and People Experience.

Current priorities within the People strategy include launching a leadership development program that will provide the skills to support our expectations for a Safe, Healthy, and Equitable workplace.

We are active participants in the Paradigm for Parity framework, a coalition of business leaders committed to a workplace where women and men have equal power, status, and opportunity in senior leadership, and we are committed to advancing the UN Sustainable Development Goal to achieve gender equality. Newmont has committed to increasing women in senior leadership roles to 50% by 2030 in line with Paradigm for Parity objectives. One way in which we are fostering a more inclusive, diverse and equitable workplace is focusing on eliminating symbols of exclusion and advancing site-based action plans.

Our commitment to an equitable workplace included conducting, in 2022, a global pay equity study across our entire employee population, focused on gender and ethnicity, as well as a Living Wage study, both of which we will continue to perform on a regular basis. Results are consistent with Newmont’s commitment to providing a superior experience for our employees and ensuring equity throughout our employment practices. Our pay equity study confirmed there are no systematic pay disparity trends and our Living Wage study confirmed that in all countries where Newmont has full-time employees, our lowest paid employee earns above the living wage value defined for that country.

Achieving these priorities requires commitment and accountability from our leaders. In 2023, we have introduced a new metric to our Performance Stock Unit (PSU) program which further strengthens our public commitment to achieving gender parity at the Executive level by 2030. This metric will be aligned with our path to parity and will be applicable to all senior leaders that participate in our PSU program. Additionally, in 2022 and going forward, all leaders of teams are required to set an annual objective that reflects the work they will do to build and maintain a high performing, engaged, diverse and inclusive team.

And these are just a few of the ways that we ensure alignment and accountability to creating a workplace where everyone belongs, thrives and is valued.

At the end of 2022, we employed approximately 14,700 people and had approximately 17,800 people working as contractors. Additional information regarding our workforce and human capital management can be found in the Newmont’s Annual Report on Form 10-K for the year ended December 31, 2022, and in the Company’s Annual Sustainability Report accessible through www.newmont.com/sustainability. Our global People Policy is publicly available on our website and states our commitments to employees, which are

2023 Proxy Statement 7

TABLE OF CONTENTS

About Newmont Corporation

supported by global standards on employment practices. Newmont reports employment data in U.S. Equal Employment Opportunity Commission EEO-1 reports for our U.S-based workforce. However, the U.S. EEO-1 reports represent only a small portion of our global workforce. As such, in our annual sustainability report, Newmont voluntarily reports global workforce and labor information in accordance with GRI Sustainability Reporting Standards, including data on workforce demographics, compensation and equal remuneration, gender diversity, union representation, labor relations, employee turnover, hiring representation, and training and development.

Our Approach to ESG

Newmont has 100 years of experience developing mineral resources. Newmont’s sustainability strategy is a foundational element in achieving our purpose of creating value and improving lives through sustainable and responsible mining. It reflects our approach to managing sustainability risks and considerations across the business and is embedded in our overall business strategy.

We also recognize that sustainability means protecting the health, safety and wellbeing of our workforce and host communities. We are committed to continuously advancing our methods and practices that enhance our governance, protect people, support host communities, and safeguard the environment and, in turn, earn the right to operate for the next 100 years.

Environmental and social practices in the mining industry have undergone a tremendous evolution over the past two decades, especially in the gold mining sector. Environmental stewardship is central to our business. Our approach continues to evolve as we strive to set a standard of excellence and transparency.

8 Newmont Corporation

TABLE OF CONTENTS

About Newmont Corporation

				2000-2005						2005-2010						2010-2015						2015-2022

Founding member of ICMM (2001)

Founding member to Partnering Against Corruption Initiative (2003)

Established Safety & Sustainability Board committee (2004)

Supporter of Extractive Industries Transparency Initiative (2003 to date)

First sustainability report issued (2004)

Initial signatory of the International Cyanide Management Code (2005)

First named to DJSI North America Index (2006) & World Index (2007)

Appointed Company’s first Chief Sustainability Officer (2007)

Annual CDP Climate and Water disclosures
(2010-2022)

Adopted Conflict-Free Gold Standard (2013)

Established annual public sustainability targets (2014)

Early adopter of the UN Guiding Principles on Business and Human Rights Reporting Framework (2015)

DJSI World gold industry sustainability leader (2015-2022)

Sustainability and safety targets included in compensation plans (2016)

Initiated Fatality Risk Management program to support a fatality, injury and illness free environment (2017)

Began implementing Global Industry Standard on Tailings Management (2020)

Set 2030 science-based climate targets and 2050 carbon neutral goal (2020)

First climate report issued (2021)

First taxes and royalties contribution report (2022)

We believe that climate change is one of the greatest global challenges of our time, and that value-creation industries like mining are responsible for driving bold innovations to transition to a low-carbon economy.

Newmont committed to climate targets of 32% reduction in absolute Scope 1 and 2 greenhouse gas (GHG) emissions and intensity by 2030 and 30% reduction in absolute Scope 3 GHG emissions, with an ultimate goal of becoming carbon neutral by 2050. These targets have been validated by the Science Based Targets initiative. As a part of our climate commitment, we will invest in climate change initiatives. Newmont issued its first Climate Report in 2021 which details Newmont’s governance, strategy and portfolio resilience to a range of climate scenarios and tracks the Company’s progress in achieving its climate targets.

As a result of our long-standing commitment to sustainability and transparency, Newmont continues to be recognized for responsible business practices and as a mining leader in sustainability.

2023 Proxy Statement 9

TABLE OF CONTENTS

About Newmont Corporation

Our Sustainability and External Relations Strategy

In 2022, we refreshed our Sustainability and External Relations Strategy (S&ER) with the review and oversight of our Board and S&S Committee to better reflect how ESG practices and expectations have evolved with a vision to generate shared value and serve as a catalyst for sustainable development.

In support of our vision, our updated S&ER Strategy is made up of four strategic pillars:

▶

Leadership: Demonstrate consistent and courageous leadership through our words and actions

▶

Integration: Integrate leading sustainability practices into our overall business processes and decision-making

▶

Engagement: Build trust and credibility through respectful and meaningful engagement, communication and transparent reporting

▶

Performance: Deliver leading environmental and social performance to manage risk and achieve beneficial outcomes

Driving our sustainability practices and supporting our ability to meet the ambitions of each strategic pillar are the following critical enablers:

▶

Environmental stewardship : Leading practices through the enhancement of shared resources and reduction of long-term liabilities incorporating nature, water and climate

▶

Social responsibility: Leading practices that mitigate impacts, generate value for local communities and governments, and promote transparent and meaningful engagement to build credibility and support our reputation

▶

Governance: Leading practices through an effective standardized framework that includes global policies and standards ; integrated risk management systems; metrics and targets to measure our performance; and processes to enable transparent reporting and improved collaboration and ensure optimal decision-making and resource allocation

Board Oversight

We believe that strong governance is fundamental for sustainable environmental and social performance. The Board’s S&S Committee actively engages with management, providing advice, counsel and recommendations, and oversight on matters relating to health, safety, security, sustainable development, environmental management and affairs, stakeholder relations, human rights, cultural heritage, government relations and communications issues.

Jane Nelson, who has a long and distinguished career advocating for sustainable business practices and is the Founding Director of the Corporate Responsibility Initiative at Harvard Kennedy School, became S&S Committee Chair in 2019, and will continue to serve as its Chair in 2023.

Strategic Imperatives

Three strategic imperatives — performance, social acceptance and reputation, and risk management — drive the programs necessary to deliver our sustainability strategy:

▶

Performance: Investors and other stakeholders are increasingly interested in the link between non-financial performance and long-term value creation.

▶

Social acceptance and reputation: Programs and activities that build trust-based relationships with stakeholders, including community participatory monitoring programs at several sites and transparently disclosing our performance in addressing human rights matters and community complaints and grievances.

▶

Risk management: Strategies and programs — such as those related to fatality risks, human rights, responsible sourcing, closure, energy and climate, water stewardship and tailings management — are examples of our proactive approach to managing both short- and long-term risks and preparing for emerging issues.

10 Newmont Corporation

TABLE OF CONTENTS

About Newmont Corporation

Non-financial (ESG) Disclosures

Investors are encouraged to review our Annual Sustainability Report (ASR) to see how we work toward making a positive difference in the lives of employees, stakeholders, business partners and host communities around the world.

We are committed to continuous improvement and reporting our performance in line with voluntary commitments, initiatives, memberships and disclosure frameworks. We remain committed to aligning our sustainability programs with leading practices, including the following:

[MISSING IMAGE: tm2231936d1-fc_tcfdbw.jpg]

PricewaterhouseCoopers (PwC) served as our third-party sustainability data assurance provider in 2021 and will do so again for 2022. PwC assures select publicly reported sustainability data published in our ASR, CR and WGC Conflict-Free Gold Report. PwC undertakes the assurance engagements in accordance with the ISAE 3000 standard Assurance Engagements Other Than Audits or Reviews of Historical Financial Information, which is used widely for assurance in all industries and over all types of non-financial public data.

2023 Proxy Statement 11

TABLE OF CONTENTS

About Newmont Corporation

Newmont’s current transparent non-financial reporting suite, as outlined below, can be found on our website at https://www.newmont.com/sustainability/sustainability-reporting/default.aspx. The Company further enhanced its voluntary reporting in 2022 with the addition of a more accessible disclosure of beneficial ownership and mineral development contracts.

Annual Sustainability Report (ASR) & Assurance Statement

Annual review of non-financial performance updates on governance, strategy, risk management and performance in key areas that include health, safety and security, workforce, the environment, supply chain, social acceptance, ethics and compliance, value sharing, equity, inclusion and diversity, providing decision-useful information for stakeholders. The ASR follows global standards and guidelines for non-financial disclosures and includes a disclosure framework index. The ASR is compiled in reference to the GRI Standards and SASB Metals & Mining Sustainability Accounting Standard, and reflects Newmont’s commitment to transparency and reporting obligations as a founding member of the International Council on Mining and Metals and as an early adopter of the UN Guiding Principles Reporting Framework. The ASR will be accompanied by an independent limited assurance statement over selected subject matter as defined in the assurance provider’s scope.

Climate Report (CR) & Assurance Statement

Newmont’s approach to ensuring business resiliency in the face of climate change. Following the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the report covers climate governance, strategy, risks and opportunities, as well as performance metrics and targets in support of a smooth transition of achieving a well-below 2 degree reduction by 2030, in line with the Paris Agreement, and to help the Company reach its carbon neutral aspirations by 2050. The CR will be accompanied by an independent assurance statement over selected greenhouse gas emissions data as defined in the assurance provider’s scope.

ESG Data Center

All of Newmont’s ESG data housed digitally in one centralized location for easy access by stakeholders, primarily the investment community, for decision-making purposes. Available in downloadable, locked MS Excel file format.

Conflict-Free Gold (CFG) Report & Assurance Statement

Summarizes how Newmont conforms to the requirements of World Gold Council’s CFG Standard to ensure that our gold has been extracted in a manner that does not cause, support or benefit unlawful armed conflict or contribute to human rights abuses or breaches of international humanitarian law. The CFG will be accompanied by an independent reasonable assurance statement over the selected subject matter as defined in the assurance provider’s scope.

Policy Influence Disclosure

Disclosure on how Newmont engages in policy dialogue in order to ensure transparency in policy and lobbying practices in alignment with Newmont’s values. Details membership and trade associations, policy perspectives, lobbying reporting and political contributions.

12 Newmont Corporation

TABLE OF CONTENTS

About Newmont Corporation

CDP (formerly Carbon Disclosure Project) Climate and Water Questionnaire responses

Responses to investor-led CDP Questionnaires for CDP Climate Change and CPD Water Security. Questionnaires cover Newmont’s approach to governance, risks and opportunities, business strategy, targets and performance related to climate and water aspects and impacts of Newmont’s operations.

EEO-1 Forms

Disclosure on U.S. employee data including race/ethnicity, gender and job categories. Required under section 709(c) of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e-8(c), and 29 CFR 1602.7-.14 and 41 CFR 60-1.7(a) for eligible companies.

Extractive Sector Transparency
Measures Act (ESTMA)

Disclosure of certain types of payments made to governments in Canada and abroad based on Newmont’s Canadian operations. ESTMA was implemented in an effort to raise transparency and reduce corruption in select sectors, including mining.

Taxes and Royalties Contribution Report

Details Newmont’s significant economic contributions to host communities and governments as part of our continued commitment to transparency and to shared value creation. The report also discusses our tax governance framework, strategy, approach to tax planning and stakeholder engagement. The disclosures in the report align with requirements of the GRI 207: Tax 2019 global standard for tax transparency.

Beneficial Ownership

A published support statement and disclosure of beneficial ownership in line with the Extractive Industries Transparency Initiative (EITI) Guidance on the Expectations for EITI supporting companies. Our Beneficial Ownership Transparency statement discloses each person known by Newmont to be the beneficial owner of more than 5% of any class of the Company’s voting securities, the level of ownership and details about how ownership is exerted. This disclosure, which meets ICMM and EITI requirements, demonstrates our leadership and commitment to promote revenue transparency and accountability in the extractive industry.

Mineral Development Contracts

A public disclosure of investment agreements and mineral development contracts signed with host governments in line with the EITI Guidance on the Expectations for EITI supporting companies. The disclosure relates to large, well-progressed operations and projects which justify having specific contracting arrangements, provided such disclosure is not prohibited by law or regulation. Our decision to disclose contracts where feasible demonstrates our commitment to the EITI and to further promoting contract transparency.

2023 Proxy Statement 13

TABLE OF CONTENTS

PROXY VOTING SUMMARY

PROPOSAL ONE — ELECTION OF DIRECTORS

Newmont has a diverse slate of Director nominees. Newmont’s commitment to inclusion starts at the top. A range of gender, race, ethnicity and nationality are well represented on Newmont’s 2023 Director nominee slate, with over 70% of independent directors bringing a form of diversity. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas.

All nominees are independent, except for one director, Newmont’s President and Chief Executive Officer. Average Director tenure is five years, with frequent refreshment.

The Board is highly engaged between regular quarterly meetings, special meetings and site visits — with a 99% overall attendance rate at Board of Director meetings and Board Committee meetings for all incumbent Directors standing for re-election.

			FOR
			The Board of Directors Unanimously Recommends that Stockholders Vote “ FOR ” Each of our Twelve Nominees for Director.

PROPOSAL TWO — ADIVSORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION

Our executive compensation program is designed to include pay practices that drive behaviors that deliver business results aligned with our purpose. We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. A majority of executive pay is performance-based and delivered through long-term incentives, and realized pay has followed shareholder investment outcome trends over the last five years.

			FOR
			The Board of Directors Unanimously Recommends Stockholders Vote “ FOR ” Approval of the Advisory Resolution on Executive Compensation .

PROPOSAL THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Ernst & Young LLP to continue to serve as the independent registered public accounting firm for the fiscal year 2023. Stockholder ratification is not required for the selection of Ernst & Young LLP because the Audit Committee has the responsibility for selecting our independent registered public accounting firm. The selection, however, is being submitted for ratification by the stockholders. No determination has been made as to what action the Audit Committee would take if stockholders do not ratify the selection.

14 Newmont Corporation

TABLE OF CONTENTS

Proxy Voting Summary

			FOR
			The Board of Directors Unanimously Recommends that Stockholders Vote “ FOR ” the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2023.

PROPOSAL FOUR — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

We provide shareholders with the opportunity to vote on a non-binding, advisory basis, for their preference as to how frequently they will provide advisory votes in the future on the compensation of our named executive officers. Shareholders may cast a vote on the preferred voting frequency by selecting the option of every year, every two years, or every three years (or abstain) when voting in response to the resolution. At the 2017 annual meeting, 82.58% of votes cast expressed a preference one year frequency for say-on-pay advisory votes.

			FOR
			The Board of Directors Unanimously Recommends that Stockholders Vote “ ONE YEAR ” for the Frequency of Future Advisory Votes on Executive Compensation.

2023 Proxy Statement 15

TABLE OF CONTENTS

PROPOSAL ONE — ELECTION OF DIRECTORS

Voting for Directors

If you hold your Newmont stock through a broker, bank or other financial institution, your Newmont stock will not be voted on your behalf on the Election of Directors unless you complete and return the Voting Instruction Form or follow the instructions provided to you to vote your stock via telephone or the Internet. Because your broker does not have discretionary authority to vote on this proposal without instructions from you, if you do not instruct your broker, bank or other financial institution how to vote, a “broker non-vote” will occur and your shares will not be represented in the Election of Directors vote at the Annual Meeting.

Majority of Votes Cast Standard for the Election of Directors

Our By-Laws provide that in an uncontested election each Director will be elected by a vote of the majority of the votes cast, which means the number of votes cast “for” a Director’s election must exceed 50% of the number of votes cast with respect to that Director’s election. Votes cast shall include votes to withhold authority but shall exclude abstentions. Votes will not be deemed cast if no authority or direction is given. As such, abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained.

If a nominee for Director does not receive the vote of at least a majority of votes cast with respect to that nominee at the Annual Meeting, it is the policy of the Board of Directors that the Director must tender their resignation to the Board. In such a case, the Corporate Governance and Nominating Committee will make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken, considering all of the facts and circumstances. The Director who has tendered their resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines are available on our website at http://www.newmont.com/about-us/governance-and-ethics/.

16 Newmont Corporation

TABLE OF CONTENTS

P ROPOSAL O NE — E LECTION OF D IRECTORS

Director Nominee Overview

The following overview, matrix and biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2023 Annual Meeting, based upon information furnished by each director.

[MISSING IMAGE: tm2231936d1-fc_nominpn.jpg]

Board Diversity

At Newmont, we believe that it is essential that the commitment to diversity and reflecting Newmont’s values starts at the top. Newmont’s core value of inclusion and diversity helps us attract and retain the industry’s top talent so we can achieve differentiated business results today and well into the future.

The Corporate Governance and Nominating Committee regularly evaluates the expertise and needs of the Board to determine the Board’s membership and size. As part of this evaluation, the Corporate Governance and Nominating Committee considers aspects of diversity, such as diversity of gender, race, ethnicity, nationality, age, education, industry, business background and experience in the selection of candidates to serve on the Board. As a global organization, Newmont benefits from having a diverse Board with deep senior management experience, in industry as well as specialized fields, and across operating regions. We believe this broad range of skills and experience is an asset and enhances the Board’s ability to provide meaningful strategic oversight.

2023 Proxy Statement 17

TABLE OF CONTENTS

P ROPOSAL O NE — E LECTION OF D IRECTORS

Newmont’s Board composition reflects Newmont’s commitment to diversity with 72% of the independent Director nominees (or 67% of all nominees with the inclusion of our CEO) representing ethnic or gender diverse categories.

Over 70% Ethnic/Gender Diversity

8 out of 11 independent directors are gender/ethnically diverse

[MISSING IMAGE: tm2231936d1-pc_genderpn.jpg]

Our Board is comprised of 11 independent non-executive directors and one executive director, our President and Chief Executive Officer.

Newmont recognizes that there are multiple forms and spectrums of diversity. The above table represents only certain categories of diversity and is in response to shareholder requests for self-identified racial, ethnic and gender diversity of the Board. See the information which follows for more on the composition and backgrounds of our Board.

Gender reporting is based upon self-identification by our Directors. Each Director nominee’s self-identified pronouns are listed in this proxy statement. Newmont’s leaders believe that encouraging pronoun sharing in the workplace is a step in fostering an environment that is open, welcoming and safe for all employees.

In connection with Newmont’s efforts to eliminate symbols of exclusions and to create an inclusive workplace, the Board amended the Company’s By-laws to incorporate gender-inclusive language. Newmont is taking proactive steps to ensure corporate documents and forms demonstrate respect of all people and are inclusive of all gender identity and gender expression in line with our values and people policy. See “Our People” for additional information.

18 Newmont Corporation

TABLE OF CONTENTS

P ROPOSAL O NE — E LECTION OF D IRECTORS

Director Skills and Qualifications

In addition to meeting the minimum qualifications set out by the Board of Directors under “Process for Selecting New Directors,” on page 40 , each nominee also brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including board service, operational delivery, extractive industry and mining, mergers and acquisitions, corporate governance, compensation, executive management, private equity, finance, operations, manufacturing, technology, government, international business, health and safety, and environmental and social responsibility. The unique background, skills and qualifications that led the Board of Directors and the Corporate Governance and Nominating Committee to the conclusion that each of the nominees should serve as a Director for Newmont are set forth in the “2023 Director Nominees” section below.

Skills, Qualifications and Experience	Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including:


Public Company CEO Experience	Accounting Experience	Health & Safety Experience	Compensation Expertise


Risk Management Experience	Mergers & Acquisition Experience	Extractive Experience	Leading Academic


Environmental & Social Responsibility Experience	Public Company Chair or Lead Director Experience	International Business Experience	Finance Expertise


Innovation and Technology Expertise	Government/Regulatory Affairs Experience	Designated Audit Committee Financial Expert	Operational Delivery

2023 Proxy Statement 19

TABLE OF CONTENTS

Proposal One — Election of Directors

SKILLS, QUALIFICATIONS AND EXPERIENCE

AWUAH JR.

BOYCE

BROOK

CLARK

FITZGERALD

LASCHINGER

MADERO

MÉDORI

NELSON

PALMER

QUINTANA

STORY

Public Company CEO Experience

Public Company Chair or Lead Director Experience

Extractive Experience

Operational Delivery

International Business Experience

Mergers & Acquisition Experience

Finance Expertise

Designated Audit Committee Financial Expert

Accounting Experience

Environmental & Social Responsibility Experience

Health & Safety Experience

Compensation Expertise

Leading Academic

Risk Management Experience

Government/ Regulatory Affairs Experience

Innovation and Technology Expertise

2023 Committee Memberships

AUDIT

Chair: Bruce R. Brook
Members: René M édori and Susan Story

Oversight and Areas of Focus:

▶

Integrity of financial statements

▶

Compliance

▶

Internal audit function

▶

Independent auditors

▶

Auditing matters

LEADERSHIP DEVELOPMENT AND COMPENSATION

Chair: Julio Quintana
Members: Gregory Boyce, Maura Clark and Mary Laschinger

Oversight and Areas of Focus:

▶

Compensation and its components

▶

Senior leadership development, succession planning and talent management

▶

Global inclusion and diversity strategy

▶

Awards of stock-based compensation

CORPORATE GOVERNANCE AND NOMINATING

Chair: Gregory Boyce
Members: Bruce R. Brook, Jane Nelson and Julio Quintana

Oversight and Areas of Focus:

▶

Director and Chair succession planning

▶

Slates of directors and officers for election

▶

Evaluation of CEO performance

▶

Organization, size, operation, practice, and tenure policies of the Board

▶

Independence of directors

▶

Annual Board, Director Peer and Committee evaluations

▶

Board committees

▶

Corporate governance issues

SAFETY AND SUSTAINABILITY

Chair: Jane Nelson
Members: Patrick Awuah, Emma FitzGerald and José Manuel Madero

Oversight and Areas of Focus:

▶

Health, safety and security issues and management of related risks

▶

Sustainable development, environmental affairs, community relations, human rights, operational security and communications issues, A nnual Sustainability Report and Climate Report

▶

Furtherance of commitment to adoption of best practices in promotion of a healthy and safe work environment

20 Newmont Corporation

TABLE OF CONTENTS

Proposal One — Election of Directors

2023 Director Nominees

Each of the twelve persons named below is a nominee for election as a Director at the Annual Meeting for a term of one year or until their successor is elected and qualified. Unless authority is withheld, the proxies will be voted for the election of such nominees. If any such nominees cannot be a candidate for election at the Annual Meeting, then the proxies will be voted either for a substitute nominee designated by the Board of Directors or for the election of only the remaining nominees. All such nominees, were elected to the Board at the prior Annual Meeting of Stockholders.

Patrick G. Awuah Jr.	Emma FitzGerald	Jane Nelson
Gregory H. Boyce	Mary A. Laschinger	Julio M. Quintana
Bruce R. Brook	José Manuel Madero	Tom Palmer
Maura J. Clark	René Médori	Susan N. Story

The following sets forth information as to each nominee for election, including their age (as of the Record Date), and background (including their principal occupation during the past five years, current directorships and directorships held during at least the past five years), and skills and qualifications:

PATRICK G. AWUAH, JR.
		Independent Director Pronouns: he/him/his; Age: 57 Director Since: April 2021 Board Committees: ▶ Safety and Sustainability Committee
Career Highlights Patrick G. Awuah, Jr., 57, is the Founder and President of Ashesi University, a private, not-for-profit institution that is known for innovation and quality education in Ghana. Before founding Ashesi University, Mr. Awuah worked as a Program Manager for Microsoft where, among other things, he spearheaded the development of dial-up internet working technologies and gained a reputation for bringing difficult projects to completion. Mr. Awuah holds a Bachelor of Science in Engineering and Bachelor of Arts in Economics from Swarthmore College and a Master of Business Administration from the University of California, Berkeley.
Director Qualifications:
	International Experience — In addition to over twenty years as the founder and president of Ashesi University in Ghana, Mr. Awuah is also a Fellow of the Africa Leadership Initiative (a branch of the Aspen Global Leadership Network), and a member of the United States Council on Foreign Relations. He served on the Advisory Committee on Voluntary Foreign Aid (ACVFA) of the U.S. Agency for International Development from 2010 to 2016. He was awarded the distinction of the Membership of the Order of the Volta, one of Ghana’s highest awards, given to individuals who exemplify the ideal of service to the country.
	Executive Management Skills — Founder and President of Ashesi University since 1999. In 2015, Mr. Awuah was listed by Fortune Magazine as number 40 in the world’s 50 greatest leaders and was awarded a MacArthur Fellowship.
	Academic Leadership — Founder and President of Ashesi University, a private, not-for-profit institution that is recognized around the world for its impact, and considered a thought leader in educating ethical, entrepreneurial leaders in Africa. In 2012, Ashesi University was ranked as one of the top ten Most Respected Companies in Ghana and was the first educational institution to win the award. Mr. Awuah was named the 4th Most Respected CEO in Ghana and in 2017 Ashesi University was awarded the World Innovation Summit for Education Prize.
	Operational and Industry Expertise — Recognized for excellence in engineering. Prior experience as a Program Manager with Microsoft Corporation.
	Health, Safety, Environmental and Social Responsibility Experience — Leadership has included focus on educating students in stewardship, sustainability and ethical business practices. Under Mr. Awuah’s leadership, Ashesi University developed programs focused on environmental sustainability advancement and practices including harvesting rainwater, water conservation practices and renewable energy utilization.
	Board Experience — Service on the Company’s Board of Directors since 2021.

2023 Proxy Statement 21

TABLE OF CONTENTS

Proposal One — Election of Directors

GREGORY H. BOYCE
		Independent Chair of the Board Pronouns: he/him/his; Age: 68 Director Since: October 2015 Independent Chair since 2021 Board Committees: ▶ Corporate Governance and Nominating (Chair) ▶ Leadership Development and Compensation Committee ▶ Executive-Finance Committee (Chair)
Career Highlights Gregory H. Boyce, 68, retired from Peabody Energy Corporation in 2015 as Executive Chairman and Chief Executive Officer. Mr. Boyce joined Peabody in 2003 as President and Chief Operating Officer and served as Chief Executive Officer from 2006 to 2015. Prior to joining Peabody, Mr. Boyce served as Chief Executive Officer — Energy for international mining company Rio Tinto in London, and other various executive roles with Rio Tinto Group from 1989 to 2003. Mr. Boyce holds a Bachelor of Science in Mining Engineering from the University of Arizona and an Advanced Management Program degree from Harvard University’s Graduate School of Business.
Director Qualifications:
	CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Peabody Energy Corporation and other executive management positions noted above.
	Operational and Industry Expertise — Over 44 years of experience in the global energy and mining industries. Past Chairman of the National Mining Association. Chair of Lowell Institute for Mineral Resources Board at the University of Arizona.
	Health, Safety, Environmental and Social Responsibility Experience — Experience managing matters related to regulatory, policy and social responsibility in executive roles, as well as during service on ESR committees of both Marathon Oil and Monsanto Company. Past member of Board of Trustees of Washington University of St. Louis and past member of Civic Progress in St. Louis. Member Board of Trustees of Heard Museum in Phoenix, Arizona. In-depth experience in environmental and sustainability matters, including development and implementation of Peabody Energy ’ s ESG and climate programs and work with local governments and indigenous groups to develop sustainable mining frameworks.
	International Experience — Extensive senior executive experience working with multinational energy and mining operations, including with Peabody Energy Corporation and Rio Tinto plc (an international natural resource company) as Chief Executive Officer — Energy. Prior to his service with Rio Tinto, Mr. Boyce worked for over 10 years in various operational roles of increasing responsibility with Kennecott, a global natural resources company. He also served on the Board of Monsanto Company, a multinational agrochemical and agricultural biotechnology company for more than five years.
	Compensation Expertise — Experience serving as a Chair of Marathon Oil’s Compensation Committee , as a member of Monsanto’s People and Compensation and as a member of Newmont ’ s Leadership Development and Compensation Committee. Participation in compensation, benefits and related decisions in senior executive roles.
	Board Experience — Service on the Company’s Board of Directors since October 2015 including as Independent Chair since 2021. Prior service on the board of Marathon Oil Corporation from 2008 to 2021, having served as Lead Independent Director from February 2019 to May 2021. Formerly served as Executive Chairman of Peabody Energy Corporation from 2007 to 2015 and as a director from 2005 to 2015 and as a Director of Monsanto Company from 2013 to 2018.

22 Newmont Corporation

TABLE OF CONTENTS

Proposal One — Election of Directors

BRUCE R. BROOK
		Senior Independent Director Pronouns: he/him/his; Age: 67 Director Since: October 2011 Board Committees: ▶ Audit (Chair) ▶ Corporate Governance and Nominating ▶ Executive-Finance
Career Highlights Bruce R. Brook, 67, retired from WMC Resources Limited in 2005 where he was Chief Financial Officer. Mr. Brook also held key executive roles including Deputy Chief Finance Officer of ANZ Banking Group Limited, Group Chief Accountant of Pacific Dunlop Limited and General Manager, Group Accounting positions at CRA Limited and Pasminco Limited. Mr. Brook has extensive board, Audit Committee and executive leadership experience in diverse industries, including mining, finance, manufacturing and chemicals. He holds a Bachelor of Commerce and Accounting from University of the Witwatersrand. Mr. Brook is also a Fellow of the Institute of Accountants in Australia and New Zealand and is a member of the Australian Institute of Company Directors.
Director Qualifications:
	Financial Expertise — Chair of Newmont’s Audit Committee, the Audit and Risk Management Committee of CSL Limited, and Chair of the Audit Committee at Incitec Pivot Limited. Prior service as the Chair of the numerous Audit Committees as described below in Board Experience. Former member of the Financial Reporting Council, an agency of the Australian Commonwealth from 2006 to 2012, which oversees the work of the Accounting Standards Board and the Auditing Standards Board, and advises the Australian Government on matters relating to corporate regulation. Former member of the Director Advisory Panel of the Australian Securities and Investment Commission from 2013 to 2018. Finance executive experience as Chief Financial Officer of WMC Resources Limited from 2002 to 2005. He also held key executive roles including Deputy Chief Finance Officer of ANZ Banking Group Limited, Group Chief Accountant of Pacific Dunlop Limited and General Manager, Group Accounting positions at CRA Limited and Pasminco Limited.
	International Experience — Extensive prior international experience as a Director of multiple international companies, including Boart Longyear Limited, Programmed Group, CSL Limited and Incitec Pivot Limited.
	Operational and Industry Expertise — Experience as a Director of Lihir Gold Limited, Energy Developments Limited, Consolidated Minerals Limited and Deep Exploration Technologies Cooperative Research Centre, a collaborative research program researching safer, more advanced and more cost-effective geological exploration and drilling methods. Currently serves as a Director at Incitec Pivot, a global manufacturer and distributor of industrial chemicals, explosives and fertilizers. Expertise in cybersecurity matters including risk appetite, framework and assessments, and insurance, as well as the specific assessments of various companies’ cyber defense programs and numerous internal audit assessments around cyber controls.
	Health, Safety, Environmental and Social Responsibility Experience — Extensive governance expertise over more than 30 years in senior executive and director roles, including as chair of numerous audit and risk committees, National President of G100 (an Australian CFO organization representing the 100 largest companies), member of ASIC Director Advisory Council and AICD’s Corporate Governance Advisory Committee. In various roles, he has also held responsibility for assessment of the financial consequences of environmental strategies and development and implementation of both risk management systems and information technology systems. Mr. Brook has developed deep knowledge in connection with oversight of carbon reduction programs (including assessment and development of climate metrics, targets, strategies and reports), quality and regulatory matters, and cyber security (including defense programs and assessments of cyber-related controls).
	Board Experience — Service on the Company’s Board of Directors since 2011 and as Chair of the Audit Committee since 2016. Currently also serves on the boards of CSL Limited , Incitec Pivot Limited and Djerriwarrh Investments Limited. Former Director and Chair of Programmed Group from 2010 to 2017. Former Director and Chair of the Audit Committees of Boart Longyear Limited from 2007 to 2015), Lihir Gold Limited, Consolidated Minerals Limited, Energy Developments Limited and Snowy Hydro Limited and former independent Chair of Energy Developments Limited.

2023 Proxy Statement 23

TABLE OF CONTENTS

Proposal One — Election of Directors

MAURA J. CLARK
		Independent Director Pronouns: she/her/hers; Age: 64 Director Since: April 2020 Board Committees: ▶ Leadership Development and Compensation
Career Highlights Maura J. Clark, 64, retired from Direct Energy, a subsidiary of Centrica plc, in March 2014 where she was President of Direct Energy Business, a leading energy retailer in Canada and the United States. Previously, Ms. Clark was Executive Vice President of North American Strategy and Mergers and Acquisitions for Direct Energy. Ms. Clark’s prior experience includes investment banking and serving as Chief Financial Officer of an independent oil refining and marketing company. Ms. Clark has extensive board, Audit Committee, strategic finance and executive leadership experience. Ms. Clark holds a Bachelor of Arts in Economics from Queen’s University. She is a member of the Association of Chartered Professional Accountants of Ontario.
Director Qualifications:
	Financial Expertise — Current Chair of the Audit Committee of Nutrien and service on the Audit Committee of Fortis Inc. Former Chair of the Elizabeth Arden Audit Committee. Experience as Managing Director, Investment Banking Division with The Goldman Sachs Group from 2000 to 2003 and as EVP, Corporate Development & Chief Financial Officers of Premcor Inc. from 1995 to 2000. Prior experience includes investment banking and serving as Chief Financial Officer of an independent oil refining and marketing company. Qualified as a Chartered Professional Accountant.
	Executive Management Skills — Former President, Direct Energy Business from 2007 to 2014, during which time revenues grew from $2B to $10B through the expansion of products and services, organic sales and transformational mergers and acquisitions. Served as EVP, North American Strategy and M&A for Direct Energy prior to serving as President. Led strategy development and all merger and acquisition activity.
	International Experience — Extensive international experience as a Director of multiple international companies, including Nutrien, and formerly Garret Motion and Elizabeth Arden.
	Operational and Industry Expertise — Over 25 years of experience in the global energy and natural resources industries. Prior Managing Director with Goldman Sachs, where she provided strategic banking and debt financing solutions to clients in the natural resources and industrial sectors, including merchant power, gas and electric utilities, refining, propane, water, chemicals and industrial businesses. Former CFO of Premcor, an independent refiner and marketer of petroleum products.
	Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a leader in the energy business managing matters related to regulatory, policy and social responsibility. Additional experience as a director of Nutrien, the world’s largest provider of crop inputs, services and solutions.
	Compensation Expertise — Experience serving as a member of Garret Motion’s Compensation Committee and as a member of Nutrien’s Human Resources and Compensation Committee and participation in compensation, benefits and related decisions in senior executive roles.
	Board Experience — Service on the Company’s Board of Directors since 2020. Currently also serves on the Board of Fortis, Inc. from 2015 to present, and Nutrien Ltd. from 2018 to present. Prior service on the Garrett Motion, Inc. Board from October 2018 to September 2020. Prior service on the Agrium Inc. Board (merged with Potash Corp and created Nutrien) from 2016 to 2018 and prior service on the Board of Elizabeth Arden Inc. from 2005 to 2016.

24 Newmont Corporation

TABLE OF CONTENTS

Proposal One — Election of Directors

EMMA FITZGERALD
		Independent Director Pronouns: she/her/hers; Age: 56 Director Since: December 2021 Board Committees: ▶ Safety and Sustainability
Career Highlights Emma FitzGerald, 56, retired from Puma Energy International, a global energy business, focused on delivering energy solutions in Central America, Africa and Asia, in 2021 as Chief Executive Officer and Executive Director. Prior to joining Puma Energy, Dr. FitzGerald served as Executive Director of Severn Trent plc, a UK water & waste services business, from 2015 to 2018. From 2013 to 2015 she served as Chief Executive Officer of gas distribution at National Grid plc, a UK utility, and prior to that she spent over 20 years with Royal Dutch Shell in various senior leadership roles in the Downstream businesses. Currently Independent Non-Executive Director of Seplat Energy plc and UPM Kymmene oyj. Dr. FitzGerald holds a Master of Business Administration from Manchester Business School and a Doctor of Philosophy in Surface Chemistry from Balliol College, Oxford University.
Director Qualifications:
	CEO/Executive Management Skills — Former Chief Executive Officer of Puma Energy International with extensive international experience running large customer facing industrial, retail and utilities businesses.
	Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a thought leader in the energy and water industry in matters related to outcome based regulatory policy, circular economy and social responsibility. Service on the Energy Transition and Sustainability Committees of Seplat Energy plc. From 2007 to 2010 she played a key role in reshaping Shell’s renewables strategy. From 2013 to 2018, she ran gas distribution and water & waste networks for National Grid and Severn Trent where she successfully positioned them as sustainability thought leaders. She is a portfolio advisor of Oxford Science Enterprises and a mentor on the Creative Destruction Lab Climate stream to enable acceleration of innovations to support energy transition and application of smart materials to drive performance.
	Operational and Industry Expertise — Over 30 years of experience in driving value creation in international energy and water industries and brings a deep understanding of the complexities of customer facing energy businesses and the extraction sector.
	International Experience — Extensive international experience as an executive and a director of multiple international and multinational energy, water and distribution services companies, including prior experience with Puma Energy International, Royal Dutch Shell, DCC plc, Cookson Group plc, Alent plc and the International Leadership Advisory Board of the Singapore Prime Minister’s Office.
	Financial Expertise — In addition to senior executive experience, she was a member of the Audit Committee of UPM Kymmene from April 2020 to March 2022 and Finance committee of Seplat Energy plc.
	Board Experience — Service on the Company’s Board of Directors since 2021. Currently also serves on the Board of Seplat Energy from August 2021 to present, the Board of UPM-Kymmene Corporation from March 2020 to present and the Board of Graphene Manufacturing Group (GMG) which is listed on the Toronto Stock Exchange Ventures (TSXV) from July 2022 to present. Prior service on the Puma Energy International, Severn Trent plc Boards as an Executive Director, Cookson Group plc, Alent plc, DCC plc Boards as an Independent Non-Executive Director between 2011 and 2020.

MARY A. LASCHINGER
		Independent Director Pronouns: she/her/hers; Age: 62 Director Since: December 2021 Board Committees: ▶ Leadership Development and Compensation Committee
Career Highlights Mary A. Laschinger, 62, retired from Veritiv Corporation in 2020 as Chair of the board and Chief Executive Officer. Previously, Ms. Laschinger served as Senior Vice President of International Paper Company from 2007 to July 2014, and as President of xpedx, International Paper’s distribution business, from January 2010 to July 2014. She also served as President of the Europe, Middle East, Africa and Russia business at International Paper from 2005 until 2010, Vice President and General Manager of International Paper’s Wood Products and Pulp businesses, as well as in other senior management roles in sales, marketing, manufacturing and supply chain throughout the organization. Ms. Laschinger holds a Bachelor of Arts degree in business from the University of Wisconsin and a Master of Business Administration from the University of Connecticut. She also completed postgraduate studies in executive management at the Kellogg School of Management at Northwestern University.
Director Qualifications:
	CEO/Executive Management Skills — Experienced former Chair and Chief Executive Officer of Veritiv. During her tenure, she successfully oversaw the combination and integration of xpedx and Unisource. She is a former lead Director of Ilim Group, Russia’s largest pulp and paper company. Additional executive management positions as noted above. Completed postgraduate studies in executive management at the Kellogg School of Management at Northwestern University.
	Human Capital Management and Compensation Expertise — Current Chair of the Kellogg Company Compensation and Talent Management Committee. Extensive senior executive experience included recruiting, hiring and training an evolving workforce population and participation in compensation, benefits and related decisions.
	Financial Expertise — In addition to executive experience, she is the past Chair of the Audit & Operational Risk Committee of the Federal Reserve Bank of Atlanta Board.
	Health, Safety, Environmental and Social Responsibility Experience — Seasoned leader in global manufacturing and distribution businesses, which included managing matters related to regulatory, policy and social responsibility.
	International Experience — Extensive international business experience while serving at Veritiv, Ilim Group and International Paper Company.
	Board Experience — Service on the Company’s Board of Directors since 2021. Currently also serves on the Board of Kellogg Company from October 2012 to present and the Board of Dollar Tree, Inc. and as a member of Dollar Tree’s Compensation and Talent, and Sustainability and CSR committees from March 2022 to present. Prior service on the Board of the Federal Reserve Bank of Atlanta from 2017 to December 2021 and on the Veritiv Corporation Board from July 2014 to September 2020, including as Chair of the Board.

2023 Proxy Statement 25

TABLE OF CONTENTS

Proposal One — Election of Directors

JOSÉ MANUEL MADERO
		Independent Director Pronouns: he/him/his; Age: 54 Director Since: April 2021 Board Committees: ▶ Safety and Sustainability Committee Nominee
Career Highlights José Manuel Madero, 54, is the Founder and Managing Partner of Bizwp SC, a consulting firm with a strong focus on advising companies in increasing Social/Financial Profitability based out of Mexico City. From 2015 to 2019, Mr. Madero served as Chief Executive Officer at Grupo Bepensa, a Mexican business conglomerate comprised of 40 companies across the industrial, automotive, financial services, and non-alcoholic and alcoholic beverage sectors and from 2005 to 2015, Mr. Madero held various senior management positions at Monsanto Company. Mr. Madero holds a Bachelor of Science in Mine Engineering from the Colorado School of Mines and a Master of Business Administration in Entrepreneurship and International Business Finance from FW Ollin Graduate School of Business at Babson College.
Director Qualifications:
	Financial Expertise — Current member of the Audit Committee of Constellation Brands. Experience as a finance, strategy and business development executive and consultant and serves on the board of Vector Casa de Bolsa, a full-service broker dealer and wealth manager with specialized products and services designed for individual investors, companies, institutional funds and government in Mexico, the U.S. and Latam.
	Executive Management Skills — Former Chief Executive Officer, Grupo Bepensa, across the industrial, automotive, financial services, and non-alcoholic and alcoholic beverage sectors from February 2015 to February 2019. Prior to joining Grupo Bepensa, Mr. Madero served in a number of senior leadership roles at Monsanto Company and Grupo Pulsar. Mr. Madero has proven expertise in successfully running operations throughout Latin America, the United States, EMEA and Australia, while working effectively with local governments and communities to promote economic development. Mr. Madero also has extensive international business development, mergers and acquisition and supply chain experience.
	International Experience — Founder & Managing Partner of Bizwp SC which provides international finance, strategy and business development consulting services. From 2005 to 2015, Mr. Madero held a series of senior management roles at Monsanto Company across multiple international locations and functions including Vice President of International Business Development, President of EMEA (Europe, Middle East, Africa), President of Latin America North, Vice President of Commercial Operations for Latin America South and President of Australia and New Zealand and was Global Vice President of Supply Chain of Seminis Vegetables Seeds.
	Operational and Industry Expertise — Served in engineering operations and superintendent roles with Grupo Mexico, the largest mining business conglomerate in Mexico and a worldwide copper producer.
	Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a leader in global companies managing matters related to regulatory, policy and social responsibility.
	Board Experience — Service on the Company’s Board of Directors since 2021. Currently also serves on the Board of Constellation Brands, Inc. from 2019 to present and as a member of the Constellation Brands, Inc. Audit Committee from 2019 to present.

RENÉ MÉDORI
		Independent Director Pronouns: he/him/his; Age: 65 Director since: April 2018 Board Committees: ▶ Audit
Career Highlights René M édori, 65, retired from Anglo American plc in 2018 where he was Finance Director since 2005. Until 2017, Mr. Médori was a non-executive director of De Beers and Anglo American Platinum Limited. He was a non-executive director of SSE plc until December 2017 and Cobham plc until January 2020 Mr. Médori holds a doctorate in economics and degrees in finance and economics from the Université de Paris-Dauphine, France, and completed the Financial Management Programme at the Graduate School of Business, Stanford University.
Director Qualifications:
	Financial Expertise — Current Chair of the Audit Committee of Vinci SA. Former Chair of Cobham plc Audit Committee. Significant financial and commercial expertise from capital intensive businesses, supplying products to the oil refining, steel and mining industries and experience in international finance in the UK, Europe and the US. Former Finance Director of The BOC Group plc.
	International Experience — Extensive international experience as a director of multiple international and multinational mining and energy companies, including Anglo American plc, Petrofac Ltd, SSE plc and The BOC Group plc.
	Operational and Industry Expertise — Extensive experience in the global energy and mining industries. Service as a director of Anglo American plc, a global mining company; as a director of Petrofac, a leading international service provider to the oil and gas production and processing industry; and as a director of SSE plc, a Scottish energy company headquartered in Perth, Scotland, United Kingdom.
	Health, Safety, Environmental and Social Responsibility Experience — Experience managing matters related to regulatory, policy and social responsibility.
	Board Experience — Service on the Company’s Board of Directors since 2018. Currently also serves as the Non-executive Chair for Petrofac Ltd, and serves as the Chair of the Nominations Committee and Chair of the Board of Petrofac since 2018. Currently also serves on the board of Vinci SA. Formerly served on the boards of Cobham plc, Anglo American plc, AngloGold Ashanti (JSE); Anglo American Platinum (JSE); SSE plc and The BOC Group plc.

26 Newmont Corporation

TABLE OF CONTENTS

Proposal One — Election of Directors

JANE NELSON
		Independent Director Pronouns: she/her/hers; Age: 62 Director Since: October 2011 Board Committees: ▶ Safety and Sustainability (Chair) ▶ Corporate Governance and Nominating
Career Highlights Jane Nelson, 62, is Founding Director of the Corporate Responsibility Initiative at Harvard Kennedy School, and a nonresident senior fellow at the Global Economy and Development Program at the Brookings Institution. From 1993 to 2009, Ms. Nelson is a former senior associate of the Programme for Sustainability Leadership at Cambridge University and former Director at the International Business Leaders Forum, and a senior advisor until 2013. Ms. Nelson holds a Master of Arts and Bachelor of Arts in Philosophy in Politics and Economics from the University of Oxford and a Bachelor of Science in Agriculture with a major in Economics (cum laude) from the University of Natal (now University of Kawazulu-Natal), South Africa, and a former Rhodes Scholar.
Director Qualifications:
	International Experience — Former director at the International Business Leaders Forum; previously worked in the office of the United Nations Secretary-General with the UN Global Compact, and for the World Business Council for Sustainable Development in Africa, for FUNDES in Latin America, and as a Vice President at Citibank working in Asia, Europe and the Middle East. Member of the World Economic Forum’s Global Future Council on Good Governance. Previously on the Economic Advisory Board of the International Finance Corporation (IFC), Leadership Council of the Initiative for Global Development, Co-Chair of the World Economic Forum’s Global Future Council on Transparency and Anti-Corruption, and member, Global Future Council on International Governance, Public-Private Cooperation and Sustainable Development.
	Health, Safety, Environmental and Social Responsibility Expertise — Founding Director of Harvard Kennedy School’s Corporate Responsibility Initiative. Commissioner of the Business Commission to Tackle Inequity, World Business Council for Sustainable Development. One of the five track leaders for the Clinton Global Initiative in 2009, leading the track on Developing Human Capital. Served on advisory committees to over 45 global corporations, non-governmental organizations and government bodies since 1992. Current Chair of Newmont’s Safety and Sustainability Committee. Expertise in ESG Matters including service as an expert adviser and/or facilitator in the development of a variety of United Nations, World Bank, World Economic Forum and other initiatives to develop and/or update global frameworks on responsible business conduct in areas ranging from respect for human rights to supporting the Millennium Development Goals and Sustainable Development Goals.
	Academic Experience — Director, Corporate Responsibility Initiative and adjunct lecturer in Public Policy, Harvard Kennedy School. Former lecturer in executive education programs at Harvard Business School and Harvard’s Advanced Leadership Initiative and visiting lecturer in sustainability for Schwarzman Scholars program at Tsinghua University. Nonresident senior fellow at the Brookings Institution and a former senior associate at Cambridge University’s Programme for Sustainability Leadership. Is the Author or co-author of six books and over 100 publications on corporate responsibility, sustainability, ESG, public private partnerships and the role of business in global development, including the Academy of Management’s 2015 Best Book Award in the Social Issues in Management Division.
	Industry Expertise — Service on ExxonMobil’s External Sustainability Advisory Panel, previously on GE’s Sustainability Advisory Council; and Independent Advisory Panel, International Council on Mining and Metals Resource Endowment initiative; former external adviser to World Bank Group on social impacts in mining, oil and gas sector.
	Board Experience — Service on the Company’s Board of Directors since 2011. Prior service on the Board of the Abraaj Group, FSG, SITA (now SUEZ) and the World Environment Center (now an Emeritus Director).

2023 Proxy Statement 27

TABLE OF CONTENTS

Proposal One — Election of Directors

TOM PALMER
		President and Chief Executive Officer Pronouns: he/him/his; Age: 55 Director Since: October 2019 Board Committees: ▶ Executive-Finance
Career Highlights Tom Palmer, 55, is President and Chief Executive Officer and joined Newmont’s Board of Directors on October 1, 2019. Mr. Palmer served as President since June 2019 and as President and Chief Operating Officer from November 2018 until June 2019. Previously, he served as Executive Vice President and Chief Operating Officer since May 2016. Mr. Palmer was elected Senior Vice President, Asia Pacific in February 2015 after serving as Senior Vice President, Indonesia since March 2014. Mr. Palmer holds a Bachelor of Science degree in Engineering from Monash University and a Master of Science in Engineering from Monash University in Melbourne, Australia.
Director Qualifications:
	CEO/Executive Management Skills — Currently serving as Newmont’s President and Chief Executive Officer. Extensive leadership experience in prior roles with Newmont and previously with Rio Tinto’s bauxite and alumina, coal, copper, iron ore and technology businesses leading global teams, improving safety, profitability, sustainability and diversity.
	Operational and Industry Expertise — Over 27 years of operational experience in the mining industry with senior executive oversight of operations, labor relations and regulatory issues. Worked in a variety of roles across a number of commodities over a 20-year career with Rio Tinto, including Chief Operating Officer, Pilbara Mines, Rio Tinto Iron Ore; General Manager, Technology for the Bauxite and Alumina business; General Manager, Operations at Hail Creek coal mine; and General Manager, Asset Management at Palabora Mining Company in South Africa.
	International Experience — Extensive senior executive experience working with multinational mining operations in Australia, Indonesia, South Africa, and North America. Member of the World Gold Council, the International Council on Mining and Metals and the World Economic Forum Mining and Metals Board of Governors.
	Health, Safety, Environmental and Social Responsibility Experience — Strong commitment to improving safety and productivity through implementation of safety culture programs. Prior service on the Board of the Minerals Council of Australia and former Chair of the Council’s Health and Safety Committee.
	Labor and Compensation Expertise — Extensive labor relations and compensation experience in various senior executive roles including deep knowledge of organizational design, leadership development and talent management and oversight of human relations functions.
	Board Experience — Service on the Company’s Board of Directors since October 2019 and prior service on the Board of the Minerals Council of Australia.

JULIO M. QUINTANA
		Independent Director Pronouns: he/him/his; Age: 63 Director Since: October 2015 Board Committees: ▶ Leadership Development and Compensation (Chair)
Career Highlights Julio M. Quintana, 63, retired from Tesco Corporation in 2014 as President and Chief Executive Officer and as a Director from September 2004 to May 2015. From 2004 to 2005, Mr. Quintana served as Tesco’s Executive Vice President and Chief Operating Officer. From 1999 to 2004, Mr. Quintana served in various executive roles for Schlumberger Technology Corporation. Prior to joining Schlumberer, Mr. Quintana spent nearly 20 years in the oil and gas exploration and production business in various operational roles for Unocal Corporation. Mr. Quintana holds a Bachelor of Science degree in Mechanical Engineering from the University of Southern California, Los Angeles and is a licensed professional petroleum engineer in the State of California.
Director Qualifications:
	CEO/Executive Management Skills — Experience as former President and Chief Executive Officer of Tesco Corporation, a public company listed on NASDAQ, and other executive management positions noted above.
	Operational and Industry Expertise — Over 35 years of experience in various aspects of the oil and gas exploration and production industry, including strong experience in upstream operations, a deep understanding of drilling and asset management technologies as former President and Chief Executive Officer and as Executive Vice President and Chief Operating Officer of Tesco Corporation, former Vice President of Exploitation of Schlumberger and as a current director of SM Energy since 2006.
	International Experience — Extensive senior executive experience working with multinational drilling and exploration operations, including with Tesco Corporation and Schlumberger. Prior to Schlumberger, worked for almost 20 years in various operational roles for Unocal Corporation, a global petroleum exploration and production company.
	Technology and Innovation Expertise — Experience in senior operating and exploration roles. Served as chair of Newmont ’ s former Advisory Innovation and Technology Committee in 2019 and 2020, which assisted with matters of innovation and technology in support of the Company’s strategy and initiatives. Received a certificate in cyber-risk oversight from National Association of Corporate Directors.
	Financial Experience — Extensive financial management experience in senior executive roles and as a member of the Audit Committee for SM Energy.
	Compensation Expertise — Experience serving as a member of the Company’s Leadership Development and Compensation Committee and as a member of SM Energy’s and Basic Energy’s Compensation Committees. Participation in compensation, benefits and related decisions in senior executive, public company roles.
	Board Experience — Service on the Company’s Board of Directors since October 2015. Currently also serves on the board of SM Energy Company and California Resources Corporation. Former Chair of Basic Energy Services and former director of Tesco Corporation.

28 Newmont Corporation

TABLE OF CONTENTS

Proposal One — Election of Directors

SUSAN N. STORY
		Independent Director Pronouns: she/her/hers; Age: 63 Director Since: September 2020 Board Committees: ▶ Audit
Career Highlights Susan N. Story, 63, retired from American Water Works Company, Inc. in 2020 as President and Chief Executive Officer. She joined American Water as Senior Vice President and Chief Financial Officer in 2013. Prior to joining American Water, Ms. Story served as Executive Vice President of Southern Company, and in other executive positions with subsidiaries of Southern, including President and Chief Executive Officer of Southern Company Services from 2011 to 2013 and President of Gulf Power Company from 2003 to 2010. Ms. Story holds a Bachelor of Science in Industrial Engineering from Auburn University and a Master of Business Administration from the University of Alabama at Birmingham.
Director Qualifications:
	CEO/Executive Management Skills — Former President and Chief Executive Officer of American Water. During her tenure, American Water became the first, and continues to be the only, water utility on the S&P 500. Additional executive management positions with Southern as noted above.
	Human Capital Management Expertise — Extensive senior executive experience recruiting, hiring and training an evolving workforce population, and mitigating rising employee healthcare costs through innovative partnerships and programs and participation in compensation, benefits and related decisions in senior executive roles. Extensive experience working with 15 different U.S. unions across the U.S. and at the national level.
	Financial Expertise — Experience as CFO and CEO of American Water included numerous acquisitions which required significant and deep financial analysis of target organizations’ accounting, finance, regulatory and operations information. In addition to her prior executive experience, she is a current member of the Finance and Risk Oversight Committee and prior member of the Audit Committee of Dominion Energy. She was previously the Lead Director of Raymond James Financial, a diversified financial services company, and served on the Capital Panning Committee (previously the Securities Repurchase and Securities Offerings Committees).
	Operational and Technology Expertise — Over 39 years of experience working in energy, electricity, and water industries. Expertise in cybersecurity including based upon experience as President and CEO of American Water with direct responsibility for the Chief Technology Officer and physical and cyber security efforts for critical drinking water and water infrastructure serving 12 million people as well as serving 17 military installations, and as President and CEO of Southern Company Services, which role included direct responsibility for the Information Technology organization responsible for cybersecurity for critical electrical infrastructure, including transmission and distribution grids. She has led multiple cyber simulations and drills and collaborated with state and federal agencies in connection with simulations and scenario planning.
	Health, Safety, Environmental and Social Responsibility Experience — Extensive experience as a leader in the water, energy and electricity business managing matters related to regulatory, policy and social responsibility. Experience includes extensive interaction with state and federal regulators in connection with policy matters. Recognized as a leading voice in ESG, including in connection with her focus on environmental, social and governance programs and commitments at American Water. Member Dominion Energy Sustainability and Corporate Responsibility Committee.
	Board Experience — Service on the Company’s Board of Directors since September 2020. Currently also serves on the Board of Dominion Energy, Inc. from 2017 to present and the Board of Carrier Global Corporation and a member of the Audit and Compensation committees from January 2023 to present. She previously served on the Board of Raymond James Financial, Inc. from 2008 to February 2023, including as Lead Independent Director from February 2016 to February 2023. Prior service on the American Water Works Company Inc. Board from 2014 to 2020.

2023 Proxy Statement 29

TABLE OF CONTENTS

Proposal One — Election of Directors

Independence of Directors

The Board affirmatively determines the independence of each Director and each nominee for election as Director. For each individual deemed to be independent, the Board has determined (a) that there is no relationship with the Company, or (b) the relationship is immaterial. The Board has considered the independence standards of the New York Stock Exchange and adopted the additional categorical independence standards described below.

The Board has determined that the relationships that fall within the standards described in its independence standards are categorically immaterial. As such, provided that no law, rule or regulation precludes a determination of independence, the following relationships are not considered to be material relationships with the Company for purposes of assessing independence: service as an officer, executive director, employee or trustee or greater than five percent beneficial ownership in: (i) a supplier of goods or services to the Company if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater; (ii) a lender to the Company if the total amount of the Company’s indebtedness is less than one percent of the total consolidated assets of the lender; (iii) a charitable organization if the amount of the Company’s total annual charitable contributions to the organization is less than $1 million or two percent of that organization’s total annual gross receipts (excluding any amounts received through the Company’s employee matching program for charitable contributions), whichever is greater; or (iv) any relationship arising out of a transaction, or series of transactions, in which the amount involved is less than $120,000 in aggregate during the last three years. For the avoidance of doubt, the foregoing is intended to identify certain (but not all) relationships which are not considered material relationships for purposes of assessing independence. Any relationships falling outside of those categories are not necessarily deemed material, but rather they will be specifically considered by the Corporate Governance and Nominating Committee and the Board in connection with individual independence determinations.

In making its independence determinations, the Board specifically considered the circumstances described below.

Mr. Brook serves as a non-executive director at Incitec Pivot Limited (“IPL”), which, indirectly through its subsidiaries and joint ventures, engages in commercial transactions with the Company related to the supply of explosives. The relationship with IPL was considered by the Corporate Governance and Nominating Committee and the Board. The relationship with IPL meets the categorical independence standard, which provides that service as a director of a supplier of goods or services is not considered to be a material relationship for purposes of assessing independence if the annual sales to the Company are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater. Given that the relationship arises only as a result of Mr. Brook’s position as an independent director and that no other financial, personal or other relationship exists that might influence a reasonable person’s objectivity, the Corporate Governance and Nominating Committee and the Board determined that the relationship was not material for independence purposes.

Based on the foregoing analysis, the Board has determined that all current members of the Board, other than the President and Chief Executive Officer, are independent.

The Board has determined that the following nominees for election pursuant to Proposal One are independent:

Patrick G. Awuah Jr.	Emma FitzGerald	Jane Nelson
Gregory H. Boyce	Mary A. Laschinger	Julio M. Quintana
Bruce R. Brook	José Manuel Madero	Susan N. Story
Maura J. Clark	René Médori

Mr. Palmer, our President and Chief Executive Officer, is the only current director who is not deemed independent in accordance with the NYSE Rules.

30 Newmont Corporation

TABLE OF CONTENTS

Committees of the Board of Directors and Attendance

Attendance at Meetings

During 2022, the Board of Directors held 12 meetings and Committees of the Board held a total of 20 meetings. Overall attendance by incumbent Director nominees at meetings was 99%. Attendance virtually by telephone, video conference or other remote manner has been permitted at the discretion of the Corporate Governance and Nominating Committee. It is the policy and practice of Newmont that nominees for election at the Annual Meeting of Stockholders attend the meeting. All of the Board members at the time of the 2022 Annual Meeting of Stockholders attended the meeting virtually and were available through the virtual meeting platform to respond to stockholder questions during the Annual Meeting.

Executive Sessions of the Board

Each Board meeting typically commences with our President and CEO meeting in executive session with his fellow directors without other members of management or the executive leadership team present. Additionally, an executive session of our independent directors is held during each regularly scheduled Board meeting later in the meeting, without any members of Newmont’s management present, including the CEO. These executive sessions promote an open dialogue and discussion of matters in a manner that is independent of management. Independent director executive sessions were held at each regularly scheduled meeting in 2022.

Board Committees

The Board of Directors has, in addition to other committees, Audit, Leadership Development and Compensation, Corporate Governance and Nominating, and Safety and Sustainability Committees. All members of these four Committees are independent, as defined in the listing standards of the New York Stock Exchange and Newmont’s Corporate Governance Guidelines. Each of these four Committees functions under a written charter adopted by the Board, which are available on our website at http://www.newmont.com/about-us/governance-and-ethics/. The current members of these Committees and the number of meetings held in 2022 are shown below.

For information regarding the Executive-Finance Committee, see page 31 .

2023 Proxy Statement 31

TABLE OF CONTENTS

Committees of the Board of Directors and Attendance

Committee M emberships

Audit Committee (1)(2)

MEMBERS

[MISSING IMAGE: ph_brucerbrook-bwlr.jpg]

[MISSING IMAGE: ph_susannstory-bwlr.jpg]

Bruce R. Brook, Chair
René M édori
Susan N. Story

MEETINGS IN 2022: 5

Functions of the Committee

▶

assists the Board in its oversight of the integrity of the Company’s financial statements

▶

assists the Board in its oversight of the Company’s compliance with legal and regulatory requirements and corporate policies and controls, including controls over financial reporting, computerized information systems and cyber security

▶

provides oversight of the Company’s internal audit function

▶

authority to retain and terminate the Company’s independent auditors

▶

approves auditing services and related fees and pre-approves any non-audit services

▶

responsible for confirming the independence and objectivity of the independent auditors

▶

please refer to “Report of the Audit Committee” on page 101

(1)

While all of the Audit Committee members are considered financially literate, the Board of Directors has determined that each of Bruce R. Brook, René M édori and Susan N. Story is an Audit Committee Financial Expert, as a result of their knowledge, abilities, education and experience. Each of Mr. Brook, Mr. Médori and Ms. Story is an independent Director.

(2)

No Committee member will serve on the audit committees of more than two other public companies, unless the Board determines that such service does not impair the ability of such member to serve on the Company’s Committee.

Leadership Development and Compensation Committee

MEMBERS

[MISSING IMAGE: ph_juliomquintana-bwlr.jpg]

[MISSING IMAGE: ph_gregoryhboyce-bwlr.jpg]

[MISSING IMAGE: ph_marylaschinger-bwlr.jpg]

Julio M. Quintana, Chair
Gregory H. Boyce
Maura J. Clark
Mary A. Laschinger

MEETINGS IN 2022: 6

Functions of the Committee

▶

determines the structure, components and other elements of our compensation and benefits for the Company’s key employees, including its executive officers, subject to ratification by the full Board for CEO compensation

▶

reviews, assesses, and oversees senior leadership development, succession planning and talent management

▶

reviews and assesses culture and global inclusion and diversity strategy and progress of such strategy

▶

determines awards of stock-based compensation, which for the CEO are subject to ratification by the full Board of Directors

▶

please refer to “Compensation, Discussion and Analysis” and the “Report of the Leadership Development and Compensation Committee on Executive Compensation” beginning on page 98

32 Newmont Corporation

TABLE OF CONTENTS

Committees of the Board of Directors and Attendance

Corporate Governance and Nominating Committee

MEMBERS

Gregory H. Boyce, Chair
Bruce R. Brook
Jane Nelson
Julio M. Quintana

MEETINGS IN 2022: 4

Functions of the Committee

▶

oversees Director and Chair succession planning and proposes slates of Directors to be nominated for election or re-election

▶

proposes slates of officers to be elected

▶

conducts evaluations of the performance of the Chief Executive Officer

▶

responsible for recommending amount of Director compensation

▶

reviews periodically the organization, size, operation, practice, and tenure policies of the Board

▶

makes recommendations to the Board regarding the evaluation of the independence of each Director

▶

develops and implements procedures for annual Board, Director Peer and Committee evaluations

▶

annually considers the establishment and membership of committees of the Board, delegation of authority to such committees, leadership of such committees, and qualifications of committee members

▶

advises Board of corporate governance issues

Safety and Sustainability Committee

MEMBERS

[MISSING IMAGE: ph_patrickawuah-bwlr.jpg]

[MISSING IMAGE: ph_emmafitzgerald1-bwlr.jpg]

[MISSING IMAGE: ph_josemanuelmadero-bwlr.jpg]

Jane Nelson, Chair
Patrick G. Awuah Jr.
Emma FitzGerald
José Manuel Madero

MEETINGS IN 2022: 5

Functions of the Committee

▶

provides advice, counsel and recommendations to the Board in its oversight of health, safety, loss prevention and operational security issues and management of risks related thereto

▶

assists the Board in its oversight of sustainable development, environmental management and affairs, community relations, human rights, community, government and stakeholder relations and communications issues, including oversight of the Company’s Annual Sustainability Report and Climate Report

▶

assists the Board in furtherance of its commitments to adoption of best practices in promotion of a healthy and safe work environment, and environmentally sound and socially responsible resource development including in connection with water management, climate change and carbon emissions and other ESG targets

▶

administers the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to safety and sustainability

2023 Proxy Statement 33

TABLE OF CONTENTS

Committees of the Board of Directors and Attendance

Other Committees

In addition to the four core Board committees listed above, Newmont’s By-Laws also established the authority of the Executive-Finance Committee to support the Board in execution of its duties and responsibilities. The Committee meets on an as-needed basis and performs transaction, expense and project reviews and also provides administrative approvals between regular meetings of the Board. This Committee is chaired by the Chair of the Board, Mr. Boyce, and its members include the Chair of the Audit Committee, Mr. Brook, and the Chief Executive Officer, Mr. Palmer.

34 Newmont Corporation

TABLE OF CONTENTS

Corporate Governance

Key Corporate Governance Practices

We have corporate governance standards and practices designed to create long-term value for our stockholders and positive influences on the governance of the Company. Our key corporate governance practices include:

	✓ Independent Chair and Board (other than CEO)			✓ Director Overboarding Policy
	✓ Diverse Board			✓ Strong Director Attendance Record
	✓ Commitment to Board Refreshment			✓ Active Stockholder Outreach
	✓ Annual Board and Committee Evaluations			✓ Voluntarily Adopted Proxy Access
	✓ Annual Director Elections			✓ Stockholder Right to Call Special Meetings
	✓ Majority Voting in Uncontested Director Elections			✓ Stockholder Right to Act by Written Consent
				✓ No Shareholder Rights Plan

Corporate Governance Guidelines and Charters

Newmont has adopted Corporate Governance Guidelines that outline important policies and practices regarding the governance of the Company. In addition, the Board has adopted a charter for each of the committees, outlining responsibilities and operations. As part of our standard governance practices, the Corporate Governance Guidelines and the charters are reviewed annually.

The Corporate Governance Guidelines and the charters are available on our website at http://www.newmont.com/ about-us/governance-and-ethics/.

Director Orientation and Education

The Corporate Governance and Nominating Committee establishes and oversees director orientation and continuing education programs. Newmont’s on-boarding program for new directors includes a discussion of a broad range of topics, including the background of the Company, the Board and its governance model, long-term strategy and business operations, financial statements, business plan and capital structure, key industry and competitive factors, risk management systems, legal, business integrity and ethical responsibilities of the Board, human capital strategy, executive compensation strategy and programs, as well as other matters relevant to the ability of a new director to meet their responsibilities. The program also includes meetings with new directors and members of the senior management team. Our directors are expected to keep current on issues affecting Newmont and the mining industry and on developments with respect to their general responsibilities as directors. The Company will either provide or pay reasonable expenses for ongoing director education to enable them to perform their duties as directors. Ongoing director training includes presentations by senior management, its principal officers and its internal and independent auditors, as well as outside advisors and experts. New and current directors are also encouraged to visit the Company’s operating sites to further their understanding of the business in the future.

2023 Proxy Statement 35

TABLE OF CONTENTS

Corporate Governance

Board Leadership and Independent Chair

Choosing the right leadership for the Board is an important responsibility. The Board of Directors selects the Chair of the Board in the manner and upon the criteria that it deems best for the Company at the time of selection, considering the current and future strategic and governance needs of the business. The Corporate Governance and Nominating Committee makes recommendations to the Board in connection with succession to the role of the Chair of the Board, and reviews director succession and leadership planning as a component of the Committee’s regular agenda.

The Board believes that its current leadership structure, in which the roles of Chair and CEO are separated, best serves the Board’s ability to carry out its roles and responsibilities on behalf of Newmont stockholders, including its oversight of management, and Newmont’s overall corporate governance. The Board also believes that the current structure allows our CEO to focus on managing the business, while leveraging our independent Chair’s experience to drive accountability at the Board level.

The independent non-executive Chair serves as liaison between the CEO and the other independent Directors, approves meeting agendas and schedules and notifies other members of the Board regarding any significant concerns of stockholders or interested parties of which she or he becomes aware. The Chair presides at all Board meetings, all independent Directors sessions scheduled at each regular Board meeting and stockholders’ meetings and provides advice and counsel to the CEO.

The Committee established a long-term Board leadership succession planning process and has a distinguished pool of exceptionally experienced directors with a wide array of experience, skills and qualifications.

Upon the recommendation of the Corporate Governance and Nominating Committee and with the full support of the Board, Gregory H. Boyce was appointed to the role of Vice Chair in 2020, and worked closely with our former Chair, Noreen Doyle, to ensure a smooth Chair transition in April 2021. Mr. Boyce has led our Board since then as Non-Executive Chair and is expected to continue to serve in the role following the 2023 Annual Meeting. Our Senior Independent Director serves as liaison between the Corporate Governance and Nominating Committee, the CEO and the other Independent Directors to support the Chair appointment and succession planning, as well as annual Chair compensation reviews, Chair evaluations and other relevant corporate governance matters. Bruce R. Brook has served in the role of Senior Independent Director since April 2021 and is expected to continue to hold the role following the 2023 Annual Meeting.

36 Newmont Corporation

TABLE OF CONTENTS

Corporate Governance

Board Oversight of Risk Management

2023 Proxy Statement 37

TABLE OF CONTENTS

Corporate Governance

As noted in our Corporate Governance Guidelines, one of the primary responsibilities of the Board is to assess major risks facing the Company and review options for their mitigation in order to create long-term value for shareholders and other stakeholders. The Board has the opportunity to address key risks at each Board meeting in connection with its regular review of strategy, significant operational, financial and business developments. The Board reviews risks arising out of specific significant transactions when these transactions are presented to the Board for review or approval. Significant operational risks that relate to ongoing business operations are the subject of regularly scheduled reports to either the full Board or one of its committees. Each of the Board’s committees addresses risks that fall within the committee’s areas of responsibility as outlined above. The operational risks periodically reviewed by committees are also reviewed by the entire Board when a committee or the Board determines this is appropriate. The independent Chair promotes effective communication and consideration of matters presenting significant risks to the Company by developing the Board’s meeting agendas, advising committee chairs, chairing meetings of the Board and facilitating communications between independent Directors and the Chief Executive Officer including in executive sessions.

Oversight of the Company’s long-term strategy and business plan is a key priority for the Board of Directors. The Board holds an annual multi-day session for a strategy deep-dive. The Directors work closely with the Executive Leadership Team to review and collaborate on the strategy and the potential risks and opportunities of the business. In addition, the CEO and Executive Leadership Team provide updates on the Company’s strategy, competitive landscape and key issues during at least each quarterly Board meeting. The Chair also allocates significant time on the meeting agenda for discussion and reflections. This is done to ensure that strategic oversight remains a dynamic and on-going collaboration, which drives accountability and provides management with insights from our Board on a regular basis as they execute on the Company’s strategy.

The Board of Directors relies upon the Chief Executive Officer, Chief Financial Officer and Executive Leadership Team to supervise the risk management activities within the Company, each of whom may provide reports directly to the Board of Directors and certain Board Committees, as appropriate. For example, the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations, and ethics rests with the management. The Company has a Risk Management System (“RMS”), which utilizes a global cross-functional team approach supported by robust functional risk workshops. The Chief Financial Officer has direct accountability for RMS and reviews the RMS framework with the Audit Committee and RMS key risk reporting with the Board. RMS reporting objectives and cadence include, but are not limited to, reporting on the risk management process and risk findings to the Disclosure Committee on a quarterly basis, the Executive Leadership Team, the Audit Committee and the Safety and Sustainability Committee regularly, and to the full Board of Directors on at least an annual basis.

As a component of long-term strategy, the Board also oversees sustainability strategy and hold management accountable for performance and ensuring sustainability is integrated into the business at all levels. The S&S Committee assists the Board in oversight of sustainability matters and has authority to investigate and review key sustainability matters and performance. As part of this oversight the S&S Committee reviews Newmont’s Energy & Climate Strategy, the Annual Sustainability Report and TCFD-aligned Climate Report each year. Other Board committees maintain oversight of other ESG matters such as corporate governance at CGN Committee, inclusion & diversity and compensation measures related to ESG at LDC Committee, and anti-corruption, ethical conduct, taxes and royalties and cyber security at Audit Committee, among other matters.

The Board and Audit Committee receive reports on information technology risks, including cybersecurity and data security risks. The Board oversees and reviews our information technology and cybersecurity strategy, including discussion and evaluation of emerging Cyber risks. Our regular quarterly business reviews to the full Board includes cybersecurity updates, including reporting against our cybersecurity scorecard The Audit Committee also reviews cybersecurity and data security risks and mitigation strategies with such members of management at least annually. Day-to-day management of data security is currently the responsibility of our Senior Vice President, Chief Information Officer and Senior Director Cybersecurity, who work in close collaboration with our Executive Vice President, Chief Technology Officer. Management, supported by an independent third party, also regularly assesses the Company’s cybersecurity risks to address mitigation and remediation actions. Management also maintains regular information security trainings and phishing tests with the workforce.

38 Newmont Corporation

TABLE OF CONTENTS

Corporate Governance

Board, Committee & Director Assessment

The Board and each of its Committees have a robust annual self-evaluation process.

		ANNUAL REVIEWS			In alignment with the Company’s Corporate Governance Guidelines, the Corporate Governance and Nominating Committee leads the Board in its annual review process, which includes: ▶ The Board assessment of the performance and effectiveness of the Board and its Committees; ▶ Committee assessments and charter reviews; and ▶ Director peer evaluations of individual Director performance. These assessments are typically conducted annually using a Board and Committee self-assessment process that focuses on numerous aspects of corporate governance and Director duties and responsibilities. Individual questionnaire evaluations by each Board member are conducted on a confidential and anonymous basis. To enhance the review process, the Board will engage the services of an independent third party on a periodic basis as determined by the Corporate Governance and Nominating Committee. The last such review was completed in 2020 and will be undertaken again in the first half of 2023.
		OUTCOME			In 2022, each Committee of the Board, as well as the full Board of Directors, concluded effective operations by the Board and Committees. In addition, all Directors who had served for one year or more assessed their peers as meeting or exceeding expectations.
		FOLLOW-UP			The Chair and the Corporate Governance and Nominating Committee use these results in conjunction with the assessment of the skills and characteristics of Board members, as well as in connection with making recommendations to the Board regarding the slate of directors for inclusion in the Company’s Proxy Statement for election at the Annual Meeting of Stockholders. The Chair also conducts candid, one-on-one discussions with each independent Director regarding observations and suggestions, if any, from the peer evaluations and presents the findings of the annual Board self-assessment to the full Board in executive session for discussion. Policies and practices of the Board are updated per the evaluation results as appropriate. Director suggestions for improvements to the questionnaires and evaluation process are incorporated.

	AREAS OF FOCUS
	Among other topics, the Board evaluations focus on: ▶ the Board’s overall responsibilities and effectiveness ▶ oversight of business strategy and strategic planning process ▶ the structure and composition of the Board (including organization, size, operation, diversity and tenure policies) ▶ the Board culture (both in executive session, as well as in connection with management and advisors) ▶ oversight of risk strategy and risk management systems ▶ oversight of the Company’s key issues and opportunities ▶ the adequacy and quality of information provided to the Board ▶ the allocation of the Board’s meeting time and priorities ▶ the overall Board policies, processes and procedures

2023 Proxy Statement 39

TABLE OF CONTENTS

Corporate Governance

Process for Selecting New Directors

We have established a process for identifying and nominating Director candidates that has resulted in the election of a highly qualified, diverse and dedicated Board of Directors.

SOURCE CANDIDATE

Candidate Pool from

▶

Independent Search Firms

▶

Independent Directors

▶

Stockholders

▶

Management Referrals

IN-DEPTH REVIEW

By the Committee

▶

Skills matrix

▶

Strategic business priorities

▶

Board succession planning

▶

Screen qualifications

▶

Diversity

▶

Independence and potential conflicts

▶

Meet with director candidates

RECOMMEND

Selected Candidates for Appointment to our Board

REVIEW

Full Board

SELECT DIRECTOR(S)

The Board of Directors has determined that Directors should possess the following minimum qualifications: (a) the highest personal and professional ethics, integrity and values; (b) commitment to representing the long-term interest of the stockholders; (c) broad experience at the policy-making level in business, government, education, technology or public interest; and (d) sufficient time to effectively fulfil duties as a Board member. The Board recommends qualified individuals who provide the mix of director characteristics and diverse experiences, perspectives and skills appropriate for the Company. In thinking about the size and skills of the Board going forward, the Corporate Governance and Nominating Committee carefully considers the mix of qualifications, skills and experience already represented on the Board as well as the Company’s strategy and oversight priorities.

As the Corporate Governance and Nominating Committee identifies the need to add new Board members, the Chair coordinates the search for qualified candidates with input from management and other Board members. Additionally, an independent third-party search firm assists the Corporate Governance and Nominating Committee with its recruitment efforts. The Corporate Governance and Nominating Committee screens and recommends candidates for nomination by the full Board.

The Corporate Governance and Nominating Committee would consider candidates submitted by stockholders on the same basis as any other candidate. Any stockholder proposing a nomination should submit such candidate’s name, along with curriculum vitae or other summary of qualifications, experience and skills to the Corporate Secretary, Newmont Corporation, 6900 E Layton Avenue, Suite 700, Denver, Colorado 80237 USA (attention: Logan Hennessey).

40 Newmont Corporation

TABLE OF CONTENTS

Corporate Governance

Board Size

Newmont’s By-Laws provide that the size of the Board may range from 8 to 17 members. The Board’s size as of the Record Date is 12 members. The Corporate Governance and Nominating Committee consider strategic oversight priorities and investor feedback on Board size and governance. The Corporate governance and Nominating Committee aim to the right balance between ensuring diverse and broad expertise, perspectives and skills and promoting robust dialogue, accountability and efficiency. Based upon an assessment in 2022, the Board continues to be of the view that a Board size of 10 to 13 directors best serves the needs of the Company in the current environment.

Retirement Age, Tenure and Board Refreshment

The Corporate Governance and Nominating Committee of the Board regularly considers director succession planning and the long-term make-up of our Board, including how the members on our Board will change over time.

The Company’s retirement policy for non-employee Directors in the Corporate Governance Guidelines (the “Guidelines”) provides that no director will stand for election or re-election if such director: (i) will have reached the age of 75 as of the date of the upcoming Annual Meeting of Stockholders; or (ii) will have reached 15 years of service on the Board as of the date of the upcoming Annual Meeting of Stockholders, whichever is earlier; provided, however, that in its sole discretion, the Board, upon recommendation of the Governance Committee, may waive the age and tenure limitations for any director if the Board determines that a director possesses the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board and any perceived needs and that it is in the best interests of the Company and its Stockholders to do so. As of the Record Date, the average age of our Board of Directors nominees was approximately 61, with age diversity ranging from 55 to 68. The Corporate Governance and Nominating Committee aims to strike an appropriate balance between the deep expertise and knowledge that comes from longer-term service and the new experiences and perspectives that can be provided with additions to the Board.

As of the Record Date, the average tenure of our Board of Directors nominees was approximately 5 years. This average tenure is due in part to the more recent appointments of Mr. Awuah, Mr. Madero, Dr. FitzGerald and Ms. Laschinger in 2021. The retirement policy of Newmont’s Board reflects the commitment of our Directors to Board refreshment and to seek balance in the boardroom. Tenure is one factor considered by the Board. Director succession planning also impacts tenure. See “Board Leadership and Independent Chair” and “Process for Selecting New Directors” for additional information.

Proxy Access

In response to stockholder feedback, the Board amended and restated the Company’s By-Laws in 2016 to implement a market-standard “proxy access” by-law:


	A stockholder, or a group of up to 20 stockholders 3% for 3 years owning 3% or more of the Company’s outstanding common stock continuously for at least three (3) years			The stockholder or group may nominate and include in the Company’s proxy materials directors constituting up to the greater of 2 members or 20% of the Board			Provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws

Our By-Laws are available on our website at http://www.newmont.com/about-us/governance-and-ethics/.

2023 Proxy Statement 41

TABLE OF CONTENTS

Corporate Governance

Stakeholder Outreach

We view our relationship with stockholders as a critical corporate governance practice. Regular engagement with our stockholders helps us to understand investor expectations for performance and reporting and helps to shape corporate governance and executive compensation policies. Each year, we are proactive in our outreach to stockholders. In 2022, that outreach occurred both before and after issuance of the proxy. In addition to members of management, our independent Chair, Committee Chairs and other directors are also available to engage with stockholders, either directly or as part of our stockholder engagement program.

In 2022, we contacted all institutional stockholders who owned at least 0.50% of our aggregate outstanding shares of common stock, representing approximately 50% of outstanding shares of our common stock. We engaged with all stockholders who responded to our invitation to discuss corporate governance, our response to COVID, climate change initiatives, executive compensation and other important business and ESG matters. These discussions provide us with valuable feedback on key issues and specific elements of our programs. Stockholder feedback is reported to and discussed with our Board and relevant committees. In recent years, stockholder feedback has supported a range of actions, including setting specific, objective long-term ESG targets, enhancing ESG disclosures for transparency, and progressing gender diversity targets. Additionally, stockholder feedback around water stewardship, social and environmental responsibility, and other critical topics was received through inbound stockholder meeting requests, demonstrating the open channels of feedback between stockholders and the Company. We believe our proactive engagement approach has resulted in constructive feedback and input from stockholders and we intend to continue these efforts. See also “Shareholder Engagement and Say on Pay” in the “Compensation Discussion and Analysis” section.

We believe that aligning our business goals with the long-term interests of our stakeholders and the broader society is essential to our future success. In addition to our stockholders, we also engage regularly with relevant stakeholders, who we consider to be any person or organization potentially impacted by our activities or influential to our success, which allows us to gain a greater understanding of their needs, interests and perspectives while, at the same time, encouraging shared decision making to promote mutually beneficial outcomes. Newmont also engages with a variety of organizations at a global, regional, national and local level to adhere to high standards of governance, social and environmental policies and performance. These memberships and voluntary commitments reflect our values, support our approach to working collaboratively on best practices across several key matters and allow external stakeholders to hold us accountable. Our participation in industry initiatives, wherein we often take a leadership role, allows us to inform and influence global standards and practices, as well as gain insight into emerging expectations and issues. More information regarding our broader stakeholder engagement can be found in our annual sustainability report. Our Sustainability and Stakeholder Engagement Policy , which states our commitment to transparently communicate with stakeholders , can also be found in the Sustainability section of our website.

Communications with Stockholders or Interested Parties

The Company values your feedback. Any stockholder or interested party who desires to contact the Company’s Chair, the non-management Directors as a group or the other members of the Board of Directors may do so by emailing the Corporate Secretary at CorporateSecretary@Newmont.com or writing to the Corporate Secretary (attention: Logan Hennessey), Newmont Corporation, at 6900 E Layton Avenue, Suite 700, Denver, Colorado 80237 USA. Any such communication should state the number of shares owned, if applicable. The Secretary will forward to the Chair any such communication addressed to the Chair, the non-employee Directors as a group or to the Board of Directors generally, and will forward such communication to other Board members, as appropriate, provided that such communication addresses a legitimate business issue. Any communication relating to accounting, auditing or fraud will be forwarded immediately to the Chair of the Audit Committee.

42 Newmont Corporation

TABLE OF CONTENTS

Corporate Governance

Code of Conduct

Newmont’s Code of Conduct (the “Code”) publicly sets out the high standards of conduct expected of all of our Directors, employees and officers (including the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer and other persons performing financial reporting functions), as well as by our partners, vendors and contractors when they are working with us or on our behalf. The Code, which has been adopted by Newmont’s Board of Directors, sets out Newmont’s basic standards for ethical and legal behavior. The Code is available on our website at http://www.newmont.com/about-us/governance-and-ethics/. The Code is designed to deter wrongdoing and promote: (a) honest and ethical conduct; (b) full, fair, accurate, timely and understandable disclosures; (c) compliance with laws, rules and regulations; (d) prompt internal reporting of Code violations; and (e) accountability for adherence to the Code. Newmont will post on its website a description of any amendment to the Code and any waiver, including any implicit waiver, by Newmont of a provision of the Code to a Director or executive officer (including senior financial officers), the name of the person to whom the waiver was granted and the date of the waiver within four business days of such waiver or amendment. We granted no waivers under the Code in 2022.

Related Person Transactions

The Board has adopted written policies and procedures for approving related person transactions. Any transaction with a related person, other than transactions available to all employees generally or involving aggregate amounts of less than $120,000, must be approved or ratified by the Audit Committee, the Leadership Development and Compensation Committee for compensation matters, or disinterested members of the Board. The policies apply to all executive officers, Directors and their family members and entities in which any of these individuals has a substantial ownership interest or control.

Independent Compensation Consultant

For executive compensation consulting services in 2022, the Board of Directors engaged Frederic W. Cook & Co., Inc. (“FW Cook”). The Board uses a best practice approach of engaging separate advisors for Board compensation and management compensation to minimize the potential for conflict of interest. For a description of the executive compensation consulting services provided by FW Cook to the Leadership Development and Compensation Committee (“LDCC”) of the Board of Directors, see the “Compensation Discussion and Analysis” on page 48 . The Board of Directors and Corporate Governance and Nominating Committee also engaged WTW to assist in the evaluation of independent Director compensation in 2022. See “Director Compensation” on page 44 .

Executive Compensation Risk Assessment

We believe Newmont’s compensation program for the Chief Executive Officer and Officers is structured in a way that balances risk and reward yet mitigates the incentive for excessive risk taking. Beyond prudent plan design, compensation policies and annual reviews by the LDCC, in 2022 an independent third-party team (from Aon Governance Solutions) completed a risk assessment of the executive compensation program at the request of the LDCC.

Overall, the risk assessment found that Newmont’s executive compensation programs are sufficiently aligned with market and governance best practices and do not result in excessive risk taking. The programs are appropriately balanced between fixed and pay “at-risk.” Furthermore, it was determined that the LDCC provides appropriate oversight by reviewing and approving incentive program goals and payments and has the discretion to adjust results for unusual and/or extraordinary items. Relative to the SEC considerations for evaluating employee compensation risk, no concerns or adverse material risks to the Company were identified that would need to be reported in this Proxy Statement.

2023 Proxy Statement 43

TABLE OF CONTENTS

Corporate Governance

Leadership Development and Compensation
Committee Interlocks and Insider Participation

No members of the LDCC who served during the last fiscal year (whose names appear under “Report of the Leadership Development and Compensation Committee on Executive Compensation”) is, or has ever been, an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, no executive officer of the Company served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or our LDCC.

Director Compensation

The following table shows compensation program applied to each of our non-employee Directors during 2022:

	Annual Retainer			$115,000 for each Director
				$30,000 for the Chair of the Audit Committee
				$25,000 for the Chair of the Leadership Development and Compensation Committee
				$20,000 for the Chair of the Corporate Governance and Nominating Committee
				$25,000 for the Chair of the Safety and Sustainability Committee
				$280,000 for the Non-Executive Chair of the Board
	Stock Award			$180,000 of common stock or director stock units each year under the 2020 Stock Incentive Compensation Plan. The fair market value is determined on the first business day following election by the Board or re-election at the Company’s Annual Meeting, or as soon as administratively possible.

Changes to Non-employee Director Compensation Program for 2023

The Board of Directors compensation program is reviewed by the Corporate Governance and Nominating Committee of the Board regularly to ensure the program is competitive and supports recruiting and retention efforts. The program is compared to compensation for the companies in our executive Compensation Reference Peer group (see page 53 for review of peer companies) to ensure alignment with companies of a similar business scope and size. A secondary review is completed assessing practices for direct mining industry peers.

In 2023, the Corporate Governance and Nominating Committee of the Board engaged in its annual review of the non-executive director compensation program, with input from its outside consultant, WTW . The Committee approved an increase of $20,000 to the annual retainer to bring both the retainer and total compensation value to the median of the Compensation Reference Peer group. Prior to this adjustment, the annual retainer was last increased in 2014. The annual retainer for each non-executive Director will be $13 5 ,000 for service in 2023, with all other elements of the director compensation program remaining as set forth in the table above.

44 Newmont Corporation

TABLE OF CONTENTS

Corporate Governance

Director Compensation for Fiscal 2022

The following table presents compensation by non-employee directors for services rendered in fiscal 2022 as calculated in accordance with SEC rules.

NAME (1)	FEES EARNED OR PAID IN CASH ($)			STOCK AWARDS (2) ($)			ALL OTHER COMPENSATION ($)			TOTAL ($)
Patrick G. Awuah, Jr.		$	115,000		$	180,000		$	—		$	295,000
Gregory H. Boyce (3)		$	415,000		$	180,000		$	11,357		$	606,357
Bruce R. Brook (4)		$	145,000		$	180,000		$	3,532		$	328,532
Maura J. Clark		$	115,000		$	180,000		$	—		$	295,000
Matthew Coon Come (5)		$	35,385		$	—		$	33,194		$	68,579
Emma FitzGerald		$	115,000		$	180,000		$	—		$	295,000
Mary A. Laschinger		$	115,000		$	180,000		$	—		$	295,000
José Manuel Madero (3)		$	115,000		$	180,000		$	903		$	295,903
René M édori (3)		$	115,000		$	180,000		$	13,081		$	308,081
Jane Nelson		$	140,000		$	180,000		$	—		$	320,000
Julio M. Quintana		$	140,000		$	180,000		$	—		$	320,000
Susan N. Story (4)		$	115,000		$	180,000		$	5,000		$	300,000

(1)

Mr. Palmer’s compensation is shown in the Summary Compensation Table.

(2)

For 2022, all non-employee Directors elected to receive stock awards in the form of director stock units (“DSUs”). The amounts set forth next to each award represent the aggregate grant date fair value of such award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”) which was the closing sales price on the date of grant on April 22, 2022, with a grant date fair value of $74.52. There are no other assumptions made in the valuation of the stock awards.

(3)

Each of the totals in the All Other Compensation columns for Mr. Boyce, Mr. M édori and Mr. Madero represent costs related to spousal travel to accompany such Board member to business-related events.

(4)

The amount shown as All Other Compensation for Mr. Brook and Ms. Story represents contributions made under the Company’s charitable Matching Gifts Program. Non-Employee Directors are eligible to participate in the Company’s Matching Gifts Program on the same basis as employees, pursuant to which the Company will match dollar-for-dollar, contributions to qualified tax-exempt organizations, not more than $5,000 per eligible donor per calendar year. The figures above represent the Company’s match of qualified charitable donations. The charitable matching amount of $3,532 for Mr. Brook assumes a conversion rate of 0.67 for Australian Dollar (“AUD”) to U.S. dollar for donations made in AUD.

(5)

Mr. Coon Come ceased being a Board member effective April 21, 2022. Mr. Coon Come received a prorated retainer in the amount of $35,384.53 for service in 2022. The amount shown as All Other Compensation for Mr. Coon Come represents accrued dividends paid to in connection with the shares of common stock underlying director stock units awarded to Mr. Coon Come from 2019 to 2021 pursuant to the Company’s director compensation program.

2023 Proxy Statement 45

TABLE OF CONTENTS

Corporate Governance

Outstanding Awards

As of December 31, 2022, each non-employee director held the following number of unvested director stock units:

	STOCK AWARDS
NAME	AGGREGATE DIRECTOR STOCK UNITS OUTSTANDING (#)		MARKET VALUE OF OUTSTANDING DIRECTOR STOCK UNITS ($) (2)
Patrick G. Awuah, Jr.		5,303		$	250,302
Gregory H. Boyce		33,648		$	1,588,186
Bruce R. Brook (1)		21,205		$	1,000,876
Maura J. Clark		7,912		$	373,446
Emma FitzGerald		3,759		$	177,425
Mary A. Laschinger		3,759		$	177,425
José Manuel Madero		5,303		$	250,302
René M édori		16,495		$	778,564
Jane Nelson		46,138		$	2,177,714
Julio M. Quintana		33,648		$	1,588,186
Susan N. Story		6,788		$	320,394

(1)

Common Stock ownership amount for Mr. Brook is included in the Common Stock column of the Stock Ownership of Directors and Executive Officers table on page 103 .

(2)

Calculated with the closing price of $47.20.

Director Share Ownership Guidelines

All Directors are expected to have a significant long-term financial interest in the Company. To align the interests of the Directors and the stockholders, each Director must beneficially own shares of common stock (or hold director stock units) of the Company having a market value of five times the annual cash retainer payable under the Company’s Director compensation program. Newly elected Directors are expected to meet this requirement within five years of first becoming a Director of the Company.

Taking into consideration the volatility of the stock market, the impact of gold, copper and other commodity price fluctuations on the Company’s share price and the long-term nature of the ownership guidelines, it would be inappropriate to require Directors to increase their holdings because of a decrease in the price of the Company’s shares. As such, once the guideline is achieved, future fluctuations in price are not deemed to affect compliance. Specifically, if a decline in the Company’s share price causes a Director’s failure to meet the guideline, the Director will not be required to purchase additional shares, but such Director will refrain from selling any shares until the threshold has again been achieved. As of December 31, 2022, all Directors either met the share ownership guidelines or fell within the exceptions to the guidelines.

46 Newmont Corporation

TABLE OF CONTENTS

PROPOSAL TWO — ADVISORY VOTE ON THE
APPROVAL OF EXECUTIVE COMPENSATION

We are asking stockholders to approve on an advisory basis, the compensation of our Named Executive Officers as described in the “Compensation Discussion and Analysis,” the compensation tables and related narrative discussion included in this Proxy Statement. This Proposal Two, commonly known as a “Say on Pay” proposal, gives stockholders the opportunity to approve, reject or abstain from voting with respect to our fiscal 2022 executive compensation programs and policies and the compensation paid to the Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers as described in this Proxy Statement. This proposal allows our stockholders to express their opinions regarding the decisions of the Leadership Development and Compensation Committee (the “LDCC”) on the prior year’s annual compensation to the Named Executive Officers. Because your vote on this proposal is advisory, it will not be binding on Newmont, the Board or the LDCC. However, your advisory vote will serve as an additional tool to guide the Board and the LDCC in continuing to improve the alignment of the Company’s executive compensation programs with the interests of the Company and its stockholders and is consistent with our commitment to high standards of corporate governance. The Board has adopted a policy of providing for annual advisory votes from stockholders on executive compensation, and will consider feedback from the Say on Pay frequency vote also on the agenda for the 2023 Annual Meeting of Stockholders.

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the “Compensation Discussion and Analysis,” compensation tables and related-narrative discussion in this 2023 Proxy Statement, is hereby APPROVED.

Approval of this proposal requires the affirmative vote of the holders of a majority of the shares entitled to vote on the proposal.

			FOR
			The Board of Directors unanimously recommends a vote FOR the foregoing resolution for the reasons outlined below.

Before you vote, we urge you to read the “Compensation Discussion and Analysis” section of this Proxy Statement for additional details on our executive compensation including the changes based upon stockholder feedback.

2023 Proxy Statement 47

TABLE OF CONTENTS

Compensation Discussion

and Analysis

The Compensation Discussion and Analysis (“CD&A”) describes the governance, pay philosophy, objectives, components, and additional aspects of our 2022 executive compensation programs.

	Compensation Program Aligns with Business Strategy and Supports Shareholder Value Creation					49
	Evolution of Executive Compensation Plan Design					49
	About Newmont Corporation					49
	Executive Compensation Governance					50
	Key Executive Compensation Governance Practices					50
	Key Parties					51
	Compensation Reference Peer Group					53
	Shareholder Outreach Process					55
	Say on Pay					56
	Annual Compensation Cycle and Decision-Making Process					57
	Pay Philosophy					58
	2022 Named Executive Officers					59
	Executive Compensation and Benefits Programs					62
	Executive Compensation and Benefits Components					62
	Pay Mix					63
	NEO Total Target Direct Compensation					63
	Base Salary					64
	Annual Incentive Program					64
	Long-Term Incentive Program					70
	Employee Benefits					73
	Retirement Plans					73
	Perquisites					73
	Executive Compensation Policies and Practices					75
	Executive Stock Ownership Guidelines					75
	Executive Compensation Clawback Policy					75

	Restrictions on Trading Stock					75
	Anti-Hedging and Anti-Pledging Policies					75
	Accounting for Stock-Based Compensation					75
	Tax Deductibility of Compensation					76

	2022 EXECUTIVE COMPENSATION TABLES					77
	Summary Compensation Table					77
	All Other Compensation Table					78
	Grants of Plan-Based Awards Table					79
	Outstanding Equity Awards at Fiscal Year-End Table					80
	Option Exercises and Stock Vested Table					81
	ADDITIONAL BENEFITS AND TABLES					82
	Pension Benefits Table					82
	Pension Plan					83
	Pension Equalization Plan					85
	Savings Plan					85
	Savings Equalization Plan					86
	Potential Payments Upon Termination or Change of Control					86
	Potential Payments on Termination					91
	Pay Ratio of CEO to Median Employee					93
	Pay Versus Performance Table					94
	Tabular List of Financial Performance Measures					96
	Key CD&A Definitions					97
	Report of the Leadership Development and Compensation Committee on Executive Compensation					98

48 Newmont Corporation

TABLE OF CONTENTS

COMPENSATION PROGRAM ALIGNS
WITH BUSINESS STRATEGY AND SUPPORTS
SHAREHOLDER VALUE CREATION

Evolution of Executive Compensation Plan Design

During 2022 we maintained our focus on evaluating and updating our compensation programs to ensure continued alignment with investor expectations and best practice. Some of the highlights for the year include:

	2022	2023
Annual Incentive Program	▶ Aligned the payout under the individual performance component with the company performance (93% of target) in consideration of the challenging market environment	▶ Eliminating the personal performance component, resulting in increased weighting for each of the Company’s bonus plan metrics, including the financial metrics (1)
Long-term Incentive Program	—	▶ Adding two ESG metrics to the performance share unit (PSU) plan tied to executive female representation and emission reduction projects (see page 70 for additional information) ▶ Maintaining rTSR as primary metric of the PSU plan and requiring above median performance to receive at target vesting (55th percentile) ▶ The current cap of 100% vesting for PSUs when the Company’s TSR is negative for the period will also apply to the two new ESG metrics
Other Elements	▶ Eliminated tax services perquisites for the CEO and COO associated with tax obligations across multiple jurisdictions ▶ Benefit limited under the Executive Change of Control Plan to two times annual pay for newly named executive officers	—

(1)

Proposed 2023 annual incentive program design to be approved in April 2023.

About Newmont Corporation

See the About Newmont Corporation section starting on page 5 for a summary of our 2022 Company Highlights, Values, People, and Approach to ESG.

2023 Proxy Statement 49

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

GOVERNANCE

Key Executive Compensation Governance Practices

The Committee annually assesses the effectiveness of our executive compensation program and reviews risk mitigation and key governance matters, including the following best practices that the Company employs:

WHAT WE DO:
▶ Annual review of the LDCC charter	▶ Active shareholder engagement	▶ Annual 3rd party risk assessments of our executive compensation programs
▶ Strong pay for performance ties with most of the executive compensation being at-risk (88.5% for CEO; 78.7% for other NEOs)	▶ Compensation decisions and incentive plan performance audited by both external and internal control functions	▶ Restrictions on trading stock during certain periods
▶ Engagement with independent compensation consultant	▶ Balanced pay mix of short and long-term compensation	▶ Balanced portfolio of objective bonus performance metrics
▶ Tally sheets provided to LDCC for Section 16 Officers	▶ Routine leadership, talent, and diversity and inclusion reviews	▶ Up-to-date succession planning and a focus on continual development for senior executives
▶ Capped annual incentive bonus and PSU pay-outs	▶ Stock ownership guidelines	▶ Clawback policies for cash and equity-based incentives
▶ Strong reliance on performance-based long-term incentives	▶ Each component of target compensation benchmarked to the median of our Compensation Reference Peer Group	▶ Double trigger change of control provisions

WHAT WE DON’T DO:
▶ No excessive perquisites	▶ No individual employment agreements	▶ No dividends paid on unearned awards
▶ No excise tax gross ups or tax reimbursements	▶ No hedging, pledging, or short sale transactions	▶ No contracts guaranteeing salary increases, non-performance-based bonuses, or equity compensation increases

50 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

Key Parties

Role of the Leadership Development and Compensation Committee (LDCC)

The Committee employs an integrated view of talent and compensation to encourage dialogue and drive better decisions for sustained Company leadership over the long-term. In addition to the traditional role of overseeing executive compensation at Newmont, on a regular and ongoing basis, the Committee reviews the Company’s talent and succession plans, culture, and global inclusion and diversity progress and strategy.

The LDCC is responsible for:

▶

Reviewing and evaluating Newmont’s executive compensation programs and executive officer pay to ensure alignment with the Company’s purpose and shareholder interests, competitiveness of our compensation and benefits offerings, and alignment with peer and market practices

▶

Reviewing, assessing, and overseeing senior leadership development, succession planning, and talent management

▶

Reviewing and assessing Company culture and the global inclusion and diversity strategy

▶

Establishing Newmont’s compensation philosophy and objectives

▶

Determining the structure, components, and other elements of our compensation and benefits for the Company’s key employees, including its executive officers, subject to ratification by the full Board for CEO compensation

▶

Reviewing Newmont’s corporate goals and objectives relevant to the compensation of the CEO, and evaluating the CEO’s performance against stated objectives

▶

Determining awards of stock-based compensation, which for the CEO are subject to ratification by the full Board of Directors

▶

Collaborating with the Board’s Safety and Sustainability Committee to align the compensation and benefits programs with our ESG goals

The primary items the Committee considers when making executive compensation decisions for executive officers include:

	FACTORS			PURPOSE / KEY CONSIDERATIONS
	Peer Benchmarks & Market Insight			Reasonableness of pay relative to peers and market practice
	Performance and Leadership Potential for Each Executive			Context for each decision, such as experience, skills, scope of responsibility, individual performance, and succession planning considerations for each executive
	Available Compensation Components			Purpose of each pay component, as well as the sum of all elements
	Pay Mix			Significant portion of pay “at risk” to align executive pay with shareholder interests, peer practices, and our pay philosophy
	Pay Equity and Fairness			Appropriate relative compensation among executives
	Executive Compensation Alignment to Company Performance			Pay aligned with shareholder interests and Company performance
	Consideration of Risk			Compensation program designed to avoid incentive for excessive risk-taking

2023 Proxy Statement 51

TABLE OF CONTENTS

Compensation Discussion and Analysis

Role of the Independent Board Members

The independent Board members are responsible for:

▶

Reviewing and approving the annual Section 16 compensation objectives and performance targets

▶

Assessing the overall performance of the CEO

▶

Succession planning for the CEO

▶

Approving annual compensation actions for the CEO

The Corporate Governance and Nominating Committee is responsible for reviewing and determining director compensation.

Refer to the Corporate Governance summary starting on page 35 for additional information.

Role of the Independent Compensation Consultant

The Committee recognizes the value of objective expertise and counsel provided by an independent compensation consultant. For 2022, the Committee retained FW Cook as its independent compensation consultant. FW Cook reports directly to the Committee and the Committee maintains the sole authority to retain, terminate, and obtain the advice of FW Cook at the Company’s expense.

The independent consultant, FW Cook, is responsible for:

▶

Advising the LDCC on trends and issues in executive compensation

▶

Assessing Newmont’s executive compensation philosophy, objectives, and components

▶

Developing and maintaining a peer group of companies for compensation comparison purposes

▶

Advising the LDCC regarding considerations and market practices for annual incentive program and long-term equity program design

▶

Reviewing materials provided to the LDCC for discussion and approval

▶

Participating in LDCC meetings and providing consultation to the Chair of the LDCC regarding topics reviewed during the LDCC meetings

▶

Reviewing compensation levels and pay mix for each of the Section 16 executive officer positions, as well as Newmont’s Senior Vice Presidents

▶

Assessing and recommending changes for Section 16 executive officers’ base salaries, as well as their annual incentive targets and long-term equity compensation levels

While the Committee considers the review and recommendations of FW Cook when making decisions for executive compensation programs, ultimately, the Committee makes its own independent decisions in determining executives’ compensation, including its recommendations to the Board with respect to the CEO.

For 2022, the Committee assessed the independence of FW Cook pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors with respect to a compensation consultant’s independence. The Committee also considered the nature and amount of work performed for the Committee and the fees paid for those services in relation to the firm’s total revenues. FW Cook did not perform separate additional services for management. In 2022, FW Cook’s aggregate fees for compensation consulting services for the LDCC were $260,650. Additionally, FW Cook has safeguards and procedures in place to maintain independence in its executive compensation consulting practice. Based on its consideration of the foregoing and other relevant factors pursuant to SEC and NYSE rules, the Committee concluded that FW Cook was independent and that there were no conflicts of interest.

52 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

Role of Company Management

To design and develop the executive compensation programs, the Committee seeks input from the Executive Vice President and Chief People Officer, the Vice President, Total Rewards, the Executive Compensation Director, and from members of Newmont’s finance and legal groups, as appropriate. To assist the Committee in making its decisions, these individuals support the preparation of analyses of financial data, peer comparisons and other materials, and help implement the decisions of the Committee.

The CEO and select members of management are responsible for:

▶

Recommending the total target direct compensation and pay mix for each Section 16 executive officer, excluding the CEO

▶

Evaluating and summarizing annual performance for each Section 16 executive officer, excluding the CEO

▶

Reviewing and recommending annual compensation actions for each Section 16 officer, excluding the CEO

▶

Routinely reviewing succession plans for each Section 16 executive officer, and other key management positions

The CEO and select members of management routinely provide updates to the LDCC, including:

▶

Achievement relative to corporate goals

▶

Performance against individual goals for each Section 16 executive officer

▶

Performance for each Section 16 executive officer’s division or function

The CEO does not play any role with respect to any matter affecting his personal compensation and is not present when these matters are discussed. Similarly, no Section 16 Executive Officer plays any role in recommending their own personal compensation, nor is any member of management present with respect to any matter affecting their personal compensation.

2022 Compensation Reference Peer Group

In alignment with market practice and to inform the Company’s governance framework, the Committee maintains a Compensation Reference Peer Group for informing key executive compensation decisions. The peer group is used by the Committee to ensure Newmont’s executive compensation components, pay mix, and designs are competitive and appropriately aligned with market. The Committee also considers peer groups developed by proxy advisory firms and specific industry surveys (e.g., mining industry) as additional reference points.

The Committee, with the assistance of its independent consultant FW Cook, thoughtfully reviewed the companies included in the Compensation Reference Peer Group for 2022 and determined to maintain the peers as disclosed in the 2021 Newmont Proxy.

The Committee considered the following attributes when reviewing the Compensation Reference Peer Group: industry, geography, global scale and complexity of business, organizational scope (i.e., revenue, net income, total assets, market capitalization, and number of employees), logistical complexity, the degree of asset intensity, the state of business maturity, and competitors for talent. The Committee’s focus is on maintaining a peer list where the companies in whole have similar attributes as Newmont, while the companies may differ across some of the individual attributes. Additionally, the companies selected closely align with the approach seen by an increasing number of Newmont’s shareholders, which may be characterized as general, rather than sector-specific investors.

2023 Proxy Statement 53

TABLE OF CONTENTS

Compensation Discussion and Analysis

2022 Compensation Reference Peer Group (1)(2)

	Air Products and Chemicals, Inc. (ADP)			Freeport McMoRan Inc. (FCX)
	AMETEK, Inc. (AME)			Hess Corporation (HES)
	Barrick Gold Corporation (GOLD)			Illinois Tool Works Inc. (ITW)
	ConocoPhillips (COP)			Johnson Controls International plc (JCI)
	Cummins Inc. (CMI)			Parker-Hannifin Corporation (PH)
	Deere & Company (DE)			Pioneer Natural Resources Company (PXD)
	DuPont de Nemours, Inc. (DD)			PPG Industries, Inc. (PPG)
	Eaton Corporation plc (ETN)			Republic Services, Inc. (RSG)
	Ecolab Inc. (ECL)			Rockwell Automation, Inc. (ROK)
	Emerson Electric Co. (EMR)			Vulcan Materials Company (VMC)
	EOG Resources, Inc. (EOG)			Waste Management, Inc. (WM)

(1)

No changes were made to the companies included in the 2021 Compensation Reference Peer Group.

(2)

Peer company tickers in parentheses are each listed on the NYSE.

2022 Compensation Reference Peer Group Financials (1)

	REVENUE ($M)			EBITDA ($M)			MARKET CAPITALIZATION ($M)
75 th Percentile		$	18,497		$	4,583		$	61,776
Median		$	13,220		$	3,157		$	45,950
25 th Percentile		$	8,967		$	2,431		$	36,553
Newmont Corporation		$	11,788		$	5,991		$	58,980
Newmont Percentile Rank			40 th			84 th			68 th

(1)

Represents the trailing twelve months for each company with the period ending June 30, 2021, in alignment with when the 2022 Reference Peer Group was reviewed by the Committee.

(2)

Data source: Standard & Poor’s Capital IQ. See Annex A-2, Cautionary Statement regarding third-party data sources.

54 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

Shareholder Outreach Process

We view our engagement with shareholders as a critical corporate governance practice. This engagement helps us to understand investor expectations for performance and shapes our corporate governance and executive compensation policies. In response to feedback received from shareholders, this Shareholder Outreach Process and Say on Pay disclosure has been expanded for 2023 to include additional guidance regarding the process that we follow to engage stakeholders and to provide a summary of the changes we have and are introducing, which are listed in the Compensation Program Highlights section on page 49 .


	Direct Engagement Each year we proactively engage with shareholders both before and after the filing of the Proxy. We contact all institutional stockholders who own at least 0.50% of our aggregate outstanding shares of common stock, which in 2022 represented approximately 50% of outstanding shares of our common stock. We engaged with all shareholders in 2022 who responded to our invitation to discuss our executive compensation programs and governance, corporate governance, climate change initiatives, and other important business and ESG matters. In addition to members of management, our independent directors make themselves available to engage with shareholders, either directly or as part of our shareholder engagement program.			Transparent Communication The foundation of our Company’s purpose is a strong governance structure, with a commitment to accountability and transparency. In alignment with our commitment, in 2022 Newmont was listed as the most transparent company within the S&P 500 by Bloomberg. (1) We routinely and proactively interact and communicate with shareholders through a number of forums, including quarterly and full year earnings presentations, market guidance updates, SEC filings, voluntary ESG disclosures, the Annual Proxy Statement, the annual shareholder meeting, investor meetings, conferences, and online communications.

(1)

Newmont listed as the most transparent company in S&P 500 as of December 31, 2022.

2023 Proxy Statement 55

TABLE OF CONTENTS

Compensation Discussion and Analysis

Say on Pay

The Company recognizes the importance and impact of executive compensation decisions on Newmont’s performance and our stakeholders. The annual say on pay vote provides for an opportunity for our shareholders to evaluate our executive compensation philosophy, policies, practices, degree of alignment of compensation with Newmont’s financial results, and compensation decisions for our NEOs. In combination with our broader shareholder engagement, we view this feedback as critical in informing and shaping our approach to executive compensation.

Our approach to assessing the say on pay vote results and feedback includes:


	Aligning with Best Practices In addition to engagement with shareholders, we review best practices and updated guidance from the SEC, proxy advisory firms, and executive compensation consulting firms, including from the Board’s independent consultant, FW Cook			Thoughtfully Considering Feedback Insights from best practices and feedback from shareholders, including results of our annual say on pay vote, are routinely reviewed with Newmont management, FW Cook, and the LDCC Potential program changes are thoughtfully considered, taking into account the interdependency across the Company’s total rewards programs and practices, alignment with Company strategy and values, attributes unique to our industry and Company, and the impact across stakeholders			Intentionally Implementing Program Changes The timing and approach for implementing updates are considered as part of our review process Our general philosophy is to minimize year-over-year program change, allow for socialization and alignment across stakeholders, fully understand the impact and potential unintended consequences of the change, and minimize unproductive disruption across stakeholders

At the 2022 Annual Meeting, our shareholders approved the compensation of our NEOs on an advisory basis, with 92.5% of the votes cast “For” such approval. The Committee interpreted these results as indicating that a substantial majority of shareholders view our executive compensation program, plan design, and governance as continuing to be well aligned with our shareholders, their investor experience, business outcomes, and ESG and governance best practices.

Any stockholder or interested party who desires to contact Company management, the Company’s Chair, the Chair of the LDCC, the non-management Directors as a group, or the other members of the Board of Directors is encouraged to do so throughout the year. Refer to Communications with Stockholders or Interested Parties on page 42 and Stakeholder Outreach on page 42 for additional information.

56 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

Annual Compensation Cycle and Decision-Making Process

The following chart provides a summary of the Company’s annual compensation cycle, inclusive of how we incorporate shareholder feedback into our decision-making process.

2023 Proxy Statement 57

TABLE OF CONTENTS

Compensation Discussion and Analysis

Pay Philosophy

Our shared purpose and values are foundational for all that we as a Company and the compensation programs are designed to reflect and reinforce these attributes. Our compensation approach is holistic and is mindful of our broad group of stakeholders. Our executive compensation program comprises a balanced portfolio of ESG, operational excellence, and growth measures on an absolute and relative basis designed to:

▶

Drive Our Business Strategy: we reward superior operational execution, positioning us to lead the gold sector in profitability and responsibility and to sustain a global portfolio of long-life assets; the value of the compensation executives receive is tied to Newmont’s performance, relative to key business goals and increases in short and long-term shareholder value

▶

Support our Talent Strategy: attracting, developing, and retaining top talent is a key enabler for our success

▶

Reflect an External Perspective: we consider shareholder interests and the global market in which we operate when designing our programs

▶

Align with Market Practice: we ensure that our reward offerings are competitive and remain aligned with market practice, including proxy advisory firm guidance

58 Newmont Corporation

TABLE OF CONTENTS

2022 N AMED E XECUTIVE O FFICERS

	Tom Palmer Pronouns: he/him/his
				President and Chief Executive Officer As President, CEO, and a member of the Board of Directors, Mr. Palmer is responsible for setting and overseeing the Company’s strategic direction, operating results, organizational health, culture, ethics and compliance, and corporate responsibility.
				Profile: Mr. Palmer became President and Chief Executive and joined the Board of Directors of Newmont effective October 1, 2019. He has served as President since June 2019 and as President and Chief Operating Officer from November 2018 until June 2019. Previous roles at Newmont include Executive Vice President and Chief Operating Officer, Senior Vice President, Asia Pacific, and Senior Vice President, Indonesia. Prior to joining Newmont in 2014, Mr. Palmer had over a 20-year career with Rio Tinto.
				Mr. Palmer has extensive experience leading teams and delivering production while implementing safety culture programs and improving diversity. He earned a Master of Engineering Science degree and a Bachelor of Engineering degree from Monash University in Melbourne, Australia. Mr. Palmer is currently the Chair of the International Council on Mining and Metals (ICMM) CEO Advisory Group on Social Performance, electing to the three-person Administrative Committee at ICMM, Chairs the World Gold Council Compensation Committee and sits on the Administrative Committee, and Chairs the World Economic Forum Mining and Metals Community.

	Brian Tabolt Pronouns: he/him/his
				Acting Chief Financial Officer (Controller January 1 to November 1; Acting Chief Financial Officer November 2 to December 31) As Acting Chief Financial Officer, Mr. Tabolt serves as a member of Newmont’s executive leadership committee that sets the strategic direction for the Company. Mr . Tabolt leads the Company’s planning, accounting, controller, tax, treasury, and internal audit functions, as well as oversees investor relations and enterprise risk management.
				Profile: Mr. Tabolt assumed the role of Acting Chief Financial Officer on November 2, following the departure of Ms. Buese. Mr. Tabolt has served as Vice President, Controller and Chief Accounting Officer since joining Newmont in July 2021. Prior to joining Newmont, Mr. Tabolt had over 17 years of experience in U.S. GAAP accounting and reporting, SOX compliance, and SEC rules and regulations. He served as Vice President Global Controller and Chief Accounting Officer for Molson Coors Beverage between 2014 and 2021 and held other senior technical accounting roles since joining Molson Coors in 2010. He began his career in public accounting with Deloitte. Mr. Tabolt holds a Bachelor of Science and Master’s degree in Accounting from Pennsylvania State University and is a Certified Public Accountant.

2023 Proxy Statement 59

TABLE OF CONTENTS

	Robert Atkinson Pronouns: he/him/his
				Executive Vice President and Chief Operating Officer As Executive Vice President and Chief Operating Officer, Mr. Atkinson serves as a member of Newmont’s executive leadership committee that sets the strategic direction for the Company. Mr. Atkinson is responsible for leading the global mine operations, exploration, projects, health, safety, and security.
				Profile: Mr. Atkinson joined Newmont in June 2019 as Executive Vice President and Chief Operating Officer. With over 30 years of mining industry experience, Mr. Atkinson has held a variety of roles leading large operations and business improvement efforts in Australia, the United Kingdom, and the United States. Most recently, he served as Head of Productivity and Technical Support for Rio Tinto. Mr. Atkinson has extensive operational experience in gold, iron ore, bauxite, copper, uranium, and surface and underground coal mining and is a Fellow of the AusIMM and a Fellow of Ethical Leadership from Melbourne Business School. Mr. Atkinson holds a 1 st Class Honors Bachelor’s degree in Mining and Petroleum Engineering from Strathclyde University in Scotland.

	Nancy Lipson Pronouns: she/her/hers
				Executive Vice President and Chief Legal Officer As Executive Vice President and Chief Legal Officer, Ms. Lipson serves as a member of Newmont’s executive leadership committee that sets the strategic direction for the Company. Ms. Lipson is responsible for the legal, land, ethics and compliance, and corporate secretary functions.
				Profile: Ms. Lipson joined Newmont in 2005 and assumed the role of Executive Vice President and General Counsel in June 2019. Previous roles at Newmont include Vice President and Deputy General Counsel, Associate General Counsel and Assistant Secretary, and Assistant General Counsel. Ms. Lipson was previously Senior Counsel for Sports Authority and for Qwest Communications, and an Associate with the law firm of Otten, Johnson, Robinson, Neff & Ragonetti, P.C. Ms. Lipson earned a law degree from the University of California, College of the Law San Francisco in 1995 and received a Bachelor of Arts degree in Political Science from Colorado College in 1991.

60 Newmont Corporation

TABLE OF CONTENTS

	Peter Toth Pronouns: he/him/his
				Executive Vice President and Chief Strategy & Sustainability Officer (Chief Strategy Officer July 1 to September 30; Chief Strategy & Sustainability Officer October 1 to December 31) As Executive Vice President and Chief Strategy and Sustainability Officer, Mr. Toth serves as a member of Newmont’s executive leadership committee that sets the strategic direction for the Company. Mr. Toth is responsible for leading the development of Newmont’s mid- and long-term strategy, as well as leads the planning, sustainability, and external relations functions.
				Profile: Mr. Toth joined Newmont in July 2022 as the Chief Strategy Officer and assumed additional responsibility for the sustainability function in October 2022. Prior to joining Newmont, Mr. Toth led Rio Tinto’s corporate strategy as Group Executive, Strategy and Development, with accountability for business development and mergers and acquisitions, strategic partnerships, climate and sustainability strategy, closure, and exploration. Mr. Toth brought to Newmont more than 25 years of leadership experience working in the resources industry across various commodities. Mr. Toth has held senior strategic, commercial, and operational roles across Europe, Singapore, Australia , and the United Kingdom with Rio Tinto, BHP, and OM Holdings. Mr. Toth holds a Bachelor of Business degree from Monash University, a Graduate Certificate in Management from Deakin University, and a Master of International Business degree from the University of Melbourne, in addition to executive development programs at INSEAD, Stanford, and Oxford University.

	NANCY BUESE Pronouns: she/her/hers
				Executive Vice President and Chief Financial Officer (January 1 to November 1)
				As Executive Vice President and Chief Financial Officer, Ms. Buese served as a member of Newmont’s executive leadership committee that sets the strategic direction for the Company. Ms. Buese led the Company’s planning, accounting, controller, tax, treasury, and internal audit functions, as well as oversaw investor relations and enterprise risk management. Ms. Buese announced her decision to step down from the role of Executive Vice President and Chief Financial Officer of Newmont effective November 1, as she decided to pursue an opportunity outside of the Company. During her tenure, she built a strong team committed to financial discipline and maintained a robust balance sheet, while building financial flexibility that allowed for reinvestment in our business.

2023 Proxy Statement 61

TABLE OF CONTENTS

Compensation Discussion and Analysis

EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS

Executive Compensation and Benefits Components

The following compensation and benefits components are included in Newmont’s executive compensation program. The Committee regularly reviews each component to ensure continued alignment with our compensation philosophy and with market practices.

	DELIVERY MEDIUM	OBJECTIVE	KEY CHARACTERISTICS
Base Salary	Cash	Attract and retain executives with a market-competitive fixed rate of pay	▶ Reviewed annually in comparison to market ▶ Adjusted when appropriate, recognizing level of responsibility and performance within the Company
Annual Incentive Program	Cash short-term incentive program	Reward employees on a short-term (annual) basis for achieving critical strategic Company goals	▶ Closely aligned to broad-based plan inclusive of management and staff employees ▶ Employs a balanced portfolio of ESG, operational excellence, and growth metrics
Long-term Incentive Program	3-year RSU Program (33%)	Retain executives while incentivizing absolute Company performance and share price appreciation by promoting stock ownership	▶ Directly aligns incentive with shareholder interests
Long-term Incentive Program	3-year PSU Program (67%)	Motivate employees and reward superior performance over a long-term (three-year) period	▶ Significant portion of total compensation is in the form of performance based LTI ▶ Motivates and rewards executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders ▶ Achievement measured based on performance of relative TSR

62 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

	DELIVERY MEDIUM	OBJECTIVE	KEY CHARACTERISTICS
Benefits	Broad-based Health, Welfare, and Retirement Programs	Protect the health and welfare of employees and their covered dependents, and provide long-term financial security	▶ Market competitive benefits ▶ Executives generally participate in the same benefit programs that are offered to other salaried employees ▶ Limited supplemental executive benefits are aligned with market practice
Benefits	Perquisites	Facilitate strong performance and enhance executive’s personal productivity	▶ Limited perquisites are provided, which are reviewed annually in comparison to market

Pay Mix

Executive compensation is linked strongly to the financial and operational performance of the business, with a majority of annual target compensation being variable and at-risk. In 2022, 88.5% of the total target compensation for the CEO was at-risk and 78.7% of the other NEOs’, on average, was at risk. The Committee considers compensation to be at risk if it is subject to operating performance, or if its value depends on stock price appreciation.

	CEO Pay Mix			Other NEO Pay Mix (1)

(1)

Total value exceeds 100% due to rounding

NEO Total Target Direction Compensation (TTDC)

After consideration of the market data, the Company’s performance, and the performance of the individual, the Committee made the following adjustments to TTDC for 2022.

The Compensation Committee elected to increase CEO TTDC by 11% in light of the market data, Company’s strong operational and financial performance during 2021, and the CEO’s continued development in his role. Following these adjustments, the CEO was positioned near the market median for TTDC.

NEO	BASE SALARY (1) ($)			BONUS TARGET (%)		LTI TARGET (S)			TTDC ($)			% INCREASE FROM 2021
TOM PALMER		$	1,435,000		150 %		$	8,900,000		$	12,487,500	11%
BRIAN TABOLT (2)		$	400,000		60 %		$	480,000		$	1,120,000	8%
ROBERT ATKINSON		$	832,000		110 %		$	3,000,000		$	4,747,200	2%
NANCY LIPSON		$	575,000		85 %		$	1,500,000		$	2,563,750	0%
PETER TOTH		$	650,000		100 %		$	1,900,000		$	3,200,000	n/a
NANCY BUESE (3)		$	765,000		105 %		$	2,600,000		$	4,168,250	1%

(1)

Year-end base salary.

(2)

Excludes a temporary premium payment of $6,667 per month for two months in recognition of Mr. Tabolt serving in the interim CFO role.

(3)

Date of exit (November 1, 2022) base salary.

2023 Proxy Statement 63

TABLE OF CONTENTS

Compensation Discussion and Analysis

Base Salary

▶

Fixed cash compensation

▶

Provides stable compensation to executive officers and enables Newmont to attract skilled executive talent

▶

The main considerations for a salary adjustment for executive officers include position responsibilities and individual skills and experience, as well as more subjective factors such as the assessment of individual performance and achievement by the Committee

▶

Base salaries are benchmarked against similar jobs at peer companies and are targeted at the median of the Compensation Reference Peer Group; adjustments are made from time-to-time to maintain market competitive pay

2022 NEO Base Salaries

The table below shows the annual base salaries for the NEOs as of December 31, 2022, and their respective increases for the year 2022 as determined by the Committee in February 2022.

NEO	2021 BASE SALARY (1) ($)			2022 BASE SALARY (1) ($)			% CHANGE
TOM PALMER		$	1,300,000		$	1,435,000	10%
BRIAN TABOLT (2)		$	370,000		$	400,000	8%
ROBERT ATKINSON		$	800,000		$	832,000	4%
NANCY LIPSON		$	575,000		$	575,000	0%
PETER TOTH (3)		$	—		$	650,000	n/a
NANCY BUESE (4)		$	735,000		$	765,000	4%

(1)

Year-end base salary.

(2)

Exclusive of a temporary premium payment of $6,667 per month for two months in recognition of Mr. Tabolt serving in the interim CFO role. This premium is also not included in the base pay calculation for the 2022 bonus award and is captured in the All Other Compensation table on page 78 .

(3)

Mr. Toth’s prorated base salary based on July 1 start date is $325,890.

(4)

Ms. Buese’s prorated base salary based on November 1 exit date is $637,150.

Annual Incentive Program

The annual incentive program for executive officers is a cash plan which rewards NEOs for achievement of short-term strategic objectives which are aligned to Newmont’s annual goals and purpose.

▶

Variable cash compensation is based on the level of achievement toward annual performance objectives that support ESG, operational excellence, and growth performance goals

▶

Performance against goals must at least meet a threshold level of performance for a payout associated with each respective goal

▶

Incentive payouts for each metric are capped at 200% of target

▶

Payout levels are based on actual results and the degree of achievement

▶

Annual incentive program target opportunities are set at the median of the Compensation Reference Peer Group for comparable positions

For the NEOs, the amount of the annual bonus payout, if any, under the annual incentive program is based upon achievement relative to two components of performance:

▶

Company performance, which represents 70% of the bonus target opportunity, and

▶

Personal performance, which represents 30% of the bonus target opportunity

▶

In consideration of the challenging market environment, the annual incentive individual performance component payout was aligned with the Company performance payout for 2022

64 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

Target, Threshold, and Maximum Company Performance Levels

▶

The Committee sets performance metric targets at levels considered rigorous and challenging, taking into consideration relevant risk factors and the business outlook. With respect to the financial metrics, the Committee considers the annual operating plan, and assesses various factors related to the achievability of these budget targets. This includes the risks associated with various macroeconomic factors and the risks of achieving specific actions that underlie the targets and the implied performance relative to prior years. As the underlying economic assumptions of the annual operating plan vary from actual results, targets are adjusted to remove some of the performance impact driven by foreign exchange rates and price volatility in commodities markets.

▶

The Committee set the threshold level requiring a high-performance level, with the maximum level requiring exceptionally strong performance and effort to achieve. For performance between the threshold and maximum, the payout amount is interpolated as a payout percentage between a threshold of 20% and a maximum of 200%.

Annual Incentive Program Design — Personal Performance Component (30% of Target)

▶

The personal component of the annual bonus program represents 30% of the total bonus target payout. Individual performance measures were established for each NEO and reviewed by the Committee in February 2022. These measures were determined in alignment with Newmont’s ESG, operational excellence, and growth initiatives within each NEO’s area of responsibility. The Committee evaluated 2022 performance against these measurements and demonstration of Newmont’s values, determining a personal performance rating and personal performance achievement payout percentage.

2022 Annual Incentive Program Design and Metrics — Company Components (70% of Total Bonus Target)

The program remains unchanged from the 2021 annual incentive plan, except the wellbeing component was removed from the health and safety metric and a moderator was added for the growth success metrics.

2022 Annual Company Component Incentive Program Design*

ESG

Health & Safety

▶

Fatality Risk Management (10%)

▶

Fatigue Risk Reduction (10%)

20%

Sustainability

▶

Key Public Indices

10%

Operational
Excellence

Efficiency/ Production Costs

▶

CPB Adjusted CSC/GEO

25%

Value Creation

▶

CPB Adjusted EBITDA (20%)

▶

CPB Adjusted Return on Capital Employed (5%)

25%

Growth

Growth Success

▶

Reserves (10%)

▶

Resources (10%)

▶

Moderator: Key Growth Projects Milestones

20%

ESG Metrics. Safety and sustainability are core Newmont values and represent 30% of the target bonus opportunity. The health and safety measures support the Company’s strategic objective of developing a culture of zero harm and being the industry leader in health and safety performance. The sustainability measures support our focus on delivering sustainable value for our people, stakeholders, and host communities.

2023 Proxy Statement 65

TABLE OF CONTENTS

Compensation Discussion and Analysis

Metrics included:

▶

Safety: Fatality risk management based on critical control verification execution, as measured by delivery of a target number of verifications; this is considered a leading indicator connected to preventing fatalities

▶

Health: Fatigue risk reduction, based on development, establishment, and execution of action plans; this is also considered a leading indicator in preventing fatalities and significant accidents

▶

Sustainability: Rankings in reference to external ratings and indices, including the Bloomberg ESG Disclosure score, Sustainalytics sector percentile, and the SAM S&P Global Corporate Sustainability Assessment sector results

Operational Excellence Metrics. (2) The financial metrics align with our most critical strategic priorities of controlling expenses and improving efficiency in our production, generating cash as a key determinant of shareholder value, and producing higher returns on the capital we employ in our capital-intensive business. They represent 50% of the target bonus opportunity and provide for a clear line of sight into how achieving operating goals drives Newmont performance and the creation of shareholder value.

Metrics included:

▶

Operating Efficiency: CPB Adjusted Cash Sustaining Costs / Gold Equivalent Ounce (CSC/GEO)

▶

Value creation measures: CPB Adjusted EBITDA to measure operating profitability and CPB Adjusted Return on Capital Employed (ROCE) to ensure efficient use of capital

Growth Metrics. (2) The growth metrics are designed to incentivize a focus on activities that drive future growth in Newmont’s business and improving portfolio value through securing additional reserves and resources, exclusive of acquisitions/divestments and price impacts. The metrics are equally reliant on success related to the discovery of new deposits and completion of the work needed to turn them into reportable reserves or resources, and measures their contribution related to the total amount of reserves and resources held by the Company. Growth measures represent 20% of the target bonus opportunity.

Metrics included:

▶

Proven and Probable Reserves: Based on extensive drilling, sampling, mine modelling, and metallurgical testing, from which we determine economic feasibility. The metric is based on growth in reserves that is attributable to new discoveries, extensions to existing deposits, successful completion of at least pre-feasibility level study work and improvements to costs, recoveries or other parameters that support the estimation of the reserve.

▶

Resources: Represent a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade, or quality and quantity that there are reasonable prospects for economic extraction. Resources are not yet established to the level required for reserve reporting. The metric is based on growth in resources that is attributable to new discoveries, extensions to existing deposits, successful completion of study work and improvements to costs, recoveries or other parameters that support the estimation of the resource.

▶

Moderator — Key Growth Projects Milestones : To proactively address economic condition risks for 2022, a moderator was added in 2022 to the Growth Success metrics. The addition of the key growth project milestone added a dimension that is critical to the long-term sustainability of our business, beyond the traditional measures of Reserves and Resources. This moderator provided for an objective balance if the Reserves and Resources targets were not met due to economic conditions (e.g., high inflation which impacts the reserves and resources considered economically viable). Following guidance from proxy advisory firms, as well as feedback from the Committee’s independent compensation consultant, FW Cook, the Committee determined that incorporating the moderator approach would help to avoid exercising discretion in the event of Reserves and Resources targets not being met due to conditions considered to be outside of the influence of management.

▶

Three growth projects were identified including achieving full funds approval for the Yanacocha Sulfides project in Peru, commencing plant earthworks at Ahafo North, and reaming of the shaft for

(1)

Note that CPB Adjusted CSC/GEO, CPB Adjusted EBITDA and CPB Adjusted ROCE are non-GAAP metrics used for compensation purposes, See Annex A-1 for reconciliations and see Annex A-2 for cautionary information regarding reserves and resources.

(2)

See Annex A-2 for additional information regarding Operational Excellence and Growth metrics.

66 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

Tanami Expansion 2. Individually, each of these key project milestones was considered to be challenging, while achieving each would help to ensure future growth for the Company.

▶

Payout Determination: If the Reserves and Resources thresholds were not met, payout at threshold would be delivered for the Growth Metrics in total if two of the three key growth project milestones were met; payout at target would be delivered if threshold were met for both Reserves and Resources and two of the three key growth project milestones were met; and payout at maximum would be delivered if target were met for both Reserves and Resources and three of the three key growth project milestones were met.

▶

Furthermore, for the 2023 bonus plan, key project milestones are included as a full metric, versus being used as a modifier as they are in the 2022 bonus plan.

2023 Proxy Statement 67

TABLE OF CONTENTS

Compensation Discussion and Analysis

2022 Annual Incentive Program Company Component Results

The Company Component of the annual bonus program performed at 93.1% of target in the aggregate.

		METRICS	WEIGHT- ING	THRESHOLD	TARGET	MAXIMUM	2022 RESULT	% ACHIEVE- MENT	WEIGHTED PAYOUT
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE	Health & Safety	Fatality risk management through critical control verification (CCV) delivery	10%	▶ Enrolled Managers / Supervisors: 6 CCVs / month and 6 coaching CCVs / month ▶ Supervisors and General Foreperson: 16 CCVs / month	▶ Enrolled Managers / Supervisors: 6 CCVs / month and 8 coaching CCVs / month ▶ Supervisors and General Foreperson: 24 CCVs / month	▶ Enrolled Managers / Supervisors: 6 CCVs/month and 10 coaching CCVs / month ▶ Supervisors and General Foreperson: 40 CCVs / month	▶ All sites above target for Manager / Supervisor CCVs and Manager Coaching	169.7%	17%
	Health & Safety	Fatigue Risk Reduction	10%	▶ Fatigue exposure score does not increase from year-end 2021	▶ Implementation plans executed by sites to achieve 50% reduction in high-risk fatigue elements	▶ Implementation plans executed by sites 100% reduction in the exposure to high-risk fatigue elements	▶ All sites except 1 above target	157.4%	15.7%
	Sustainability	Performance Among Key Public Indices	10%	n/a	▶ Bloomberg ESG Disclosure ranking: #6 to #15 among S&P500 ▶ MSCI ESG rating: “A” Grade ▶ SAM S&P: #2 in mining and metals sector, #1 gold	▶ Bloomberg ESG Disclosure ranking: #1 to #5 among S&P500 ▶ MSCI ESG rating: “AA” Grade ▶ SAM S&P: #1 in mining and metals sector and gold	▶ Bloomberg ESG Disclosure ranked #1 in S&P 500 ▶ MSCI ESG rating: ‘AA’ grade ▶ SAM S&P ranked co-leader in mining and metals sector	200%	20%
OPERATIONAL EXCELLENCE	Efficiency and Production Costs	CPB Adjusted Cash-Sustaining Costs (1) / Gold Equivalent Ounce (2) (CSC/GEO)	25%	$1,406	$1,082	$973	▶ Below target due to overall market conditions including high-cost escalation, as well as missing the production target.	76.3%	19.1%
	Value Creation	CPB Adjusted EBITDA $M (1)	20%	$2,220	$4,440	$6,660	▶ Below target due to overall market conditions including high-cost escalation, as well as missing the production target.	74.2%	14.8%
	Value Creation	CPB Adjusted Return on Capital Employed (ROCE) (1)	5%	10.0%	17.5%	30.0%	▶ Below target due to overall market conditions including high-cost escalation, as well as missing the production target.	49.1%	2.5%
	GROWTH SUCCESS	Reserve Additions	10%	2.15 Moz	2.90 Moz	3.15 Moz	▶ Below threshold performance; strong results for new ounces through exploration, studies, and site work was offset by negative revisions due to increased costs, primarily driven by higher than anticipated inflation	0%	0%
		Resource Additions	10%	2.20 Moz	3.10 Moz	3.40 Moz		0%	0%
		Moderated by achieving key project milestones	—	OR 2 of 3 milestones achieved	OR Threshold R&R and at least 2 milestones achieved	OR Target R&R and 3 milestones achieved	▶ The Tanami Expansion and Ahafo North milestones met; Yanacocha Sulfides milestone not met	20%	4%
		OVERALL PERFORMANCE							93.1%

(1)

Certain metrics noted above are non-GAAP compensation measures; for definitions and reconciliations to the nearest GAAP measures, see Annex A-1 under the heading “Company Performance Bonus Measures.” The term “CPB Adjusted” measures as used in this Compensation Discussion & Analysis refers to such Corporate Performance Bonus Measures.

68 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

(2)

Gold equivalent ounces (“GEO”) are calculated as pounds or ounces produced multiplied by the ratio of other metals’ prices to the gold price, using gold ($1,200/oz.), copper ($3.25/lb.), silver ($23.00/oz.), lead ($0.95/lb.), and zinc ($1.15/lb) pricing.

ESG Metrics Summary. Newmont exceeded target goals related to health and safety with a focus on fatality risk management programs and leadership, and fatigue plan design, set up, and execution. The Company exceeded target goals related to sustainability, improving leadership in sustainability management, disclosure, and performance as assessed in key public index rankings.

Operational Excellence Metrics Summary. The Company had below target performance for Cash Sustaining Costs per Gold Equivalent Ounce, EBITDA , and ROCE metrics due to overall market conditions including high-cost escalation , as well as missing the production target.

Growth Metrics Summary. Threshold expectations were not met for Reserves or Resources predominantly due to revisions and down time associated with record high inflation, higher than projected fuel costs, lower than projected gold prices, and prolonged supply chain instability resulting from the war in Ukraine. Two of the three growth project milestones were met, including commencing plant earthworks at Ahafo North and reaming of the shaft for Tanami Expansion 2. The milestone of achieving full funds approval for the Sulfides project in Peru was not met. The Company completed an extensive review in September of 2022 for the Yanacocha Sulfides project scope and schedule and determined to revise the project timeline given unprecedented and evolving market conditions. Given this performance, payout at threshold (20%) was applied for the Growth metrics, in total.

2022 NEO Annual Incentives

The table below shows the annual incentive targets, performance, and payouts for the NEOs. To more closely align NEO pay with Company performance, the individual payouts for NEOs for the 2022 bonus plan were set at the Company performance payout of 93%, excluding Mr. Tabolt who served as Acting Chief Financial Officer from November 1, 2022.

NEO	TARGET OPPORTUNITY					CORPORATE PERFORMANCE PORTION (70%) ($)			CORPORATE PERFORMANCE ACHIEVEMENT PERCENTAGE %		CORPORATE PERFORMANCE PAYOUT ($)			PERSONAL PERFORMANCE PORTION (30%) ($)			PERSONAL PERFORMANCE ACHIEVEMENT PERCENTAGE %		PERSONAL PERFORMANCE PAYOUT ($)			TOTAL PERFORMANCE ACHIEVEMENT PERCENTAGE %		TOTAL PAYOUT ($)
	% OF BASE PAY (%)		VALUE ($)
TOM PALMER		150 %		$	2,152,500		$	1,506,750		93.1 %		$	1,402,634		$	645,750		93 %		$	600,548		93 %		$	2,003,181
BRIAN TABOLT (1)		60 %		$	240,000		$	120,000		93.1 %		$	111,708		$	120,000		150 %		$	180,000		122 %		$	291,708
ROBERT ATKINSON		110 %		$	915,200		$	640,640		93.1 %		$	596,372		$	274,560		93 %		$	255,341		93 %		$	851,713
NANCY LIPSON		85 %		$	488,750		$	342,125		93.1 %		$	318,484		$	146,625		93 %		$	136,361		93 %		$	454,845
PETER TOTH (2)		100 %		$	311,288		$	217,902		93.1 %		$	202,845		$	93,386		93 %		$	86,849		93 %		$	289,694
NANCY BUESE (3)		105 %		$	803,250		$	562,275		—			—		$	240,975		—			—		—			—

(1)

Mr. Tabolt receives a 50% corporate performance payout and 50% personal performance payout.

(2)

Mr. Toth’s targets have been prorated based on hire date of July 1, 2022; prorated 92 days at 90% STIP target and 92 days at 100% STIP target.

(3)

Ms. Buese forfeited the bonus on departure.

2023 Proxy Statement 69

TABLE OF CONTENTS

Compensation Discussion and Analysis

Long-Term Incentive Program

▶

Variable equity-based compensation tied to absolute Company performance

▶

Restricted Stock Units (RSUs) are time-based

▶

Performance Stock Units (PSUs) based on relative TSR performance among industry peers

▶

Incentives designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers

▶

LTI grant levels and vehicle distributions are targeted at the median of the Compensation Reference Peer Group for comparable positions

The long-term incentive program for executive officers is an equity-based plan designed to reward executive officers for stock price appreciation and relative Company out-performance in comparison to peers over the long-term. These equity plans represent a significant portion of the executives’ pay mix and are used to create a strong link between individual and Company performance and payouts.

Equity Vehicles and Mix of RSUs and PSUs

In 2022, the Committee made long-term incentive grants to the executive officers in the form of RSUs (33%) and PSUs (67%).

EQUITY
VEHICLE

2022 LTI
AWARD MIX

VESTING
PERIOD

HOW PAYOUTS
ARE DETERMINED

OBJECTIVE / RATIONALE

RSUs

33%

3 years: 33%
per year

Value of stock at
vesting

▶

Aligns with shareholder interests

▶

Promotes retention, including during periods of stock price or market underperformance

PSUs

67%

3-year cliff

Value of stock at
vesting and 2022
to 2024 relative
TSR

▶

TSR ties executive officer compensation to shareholder value creation

▶

Use of relative TSR to filter macroeconomic and other factors where management may have limited ability to influence

2022 Restricted Stock Unit Program Design

RSUs were granted to executives in 2022, which will become common stock at vesting on a one-on-one basis. The awards vest pro-rata one-third per year over a three-year period from the date of grant, with dividend equivalents paid upon vesting.

2022 to 2024 Performance Share Unit Program Design

The PSUs granted to the NEOs in 2022 represents the opportunity to earn shares based on Newmont’s 2022 to 2024 three-year TSR rank relative to the companies in the TSR Peer group.

Consistent with the 2020 to 2022 and 2021 to 2023 PSU program, the metric of relative Total Shareholder Return (TSR) was used for the 2022 to 2024 PSU program. Relative TSR helps to mitigate the impact of macroeconomic factors, both positive and negative, that affect the industry, sector, and/or stock price performance where management may have limited influence to impact outcomes. Comparing Newmont’s performance against the TSR Peer Group, comprised of companies within the same industry, rewards NEOs for driving performance greater than or equal to peers, as the peer group is all generally subject to the same exogenous factors as Newmont.

70 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

The percentile ranks compared to the TSR Peer Group, and the corresponding percentage of the PSUs earned are:

	PERCENTILE RANK			VESTING
	100 th percentile			200%
	75 th percentile			150%
	50 th percentile			100%
	25 th percentile			50%
	Below 25 th percentile			0%

Interpolation is used to determine vesting levels in between thresholds. For PSUs to vest, TSR must rank at or above the 25 th percentile. Vesting is capped at 100% of target if absolute TSR is negative for the performance period and total payout value is limited to four times the target grant value.

2022 to 2024 Relative TSR Peer Group

The TSR Peer Group is comprised of companies that Newmont uses to assess relative TSR performance within the performance share programs (PSU). (1) In response to shareholder feedback and in alignment with guidance from the Committee’s independent compensation consultant, FW Cook, the TSR Peer Group was expanded starting for the 2021 to 2023 LTI program to include companies listed in the VanEck Vectors Gold Miners (GDX) exchange-traded fund. This transition allowed for a more reliable and broader comparison with 49 companies in the peer group for 2022, which include:

Agnico Eagle Mines Ltd (AEM US)	Evolution Mining Ltd (EVN AU)	Pan American Silver Corp (PAAS US)
Alamos Gold Inc (AGI US)	First Majestic Silver Corp (AG US)	Perseus Mining Ltd (PRU AU)
Anglogold Ashanti Ltd (AU US)	Fortuna Silver Mines Inc (FSM US)	Regis Resources Ltd (RRL AU)
Aya Gold & Silver Inc (AYA CN)	Franco-Nevada Corp (FNV US)	Royal Gold Inc (RGLD US)
B2gold Corp (BTG US)	Gold Fields Ltd (GFI US)	Sandstorm Gold Ltd (SAND US)
Barrick Gold Corp (GOLD US)	Gold Road Resources Ltd (GOR AU)	Silver Lake Resources Ltd (SLR AU)
Capricorn Metals Ltd (CMM AU)	Harmony Gold Mining Co Ltd (HMY US)	Silvercrest Metals Inc (SILV US)
Centamin Plc (CEY LN)	Hecla Mining Co (HL US)	SSR Mining Inc (SSRM US)
Centerra Gold Inc (CG CN)	Iamgold Corp (IAG US)	Torex Gold Resources Inc (TXG CN)
Cia De Minas Buenaventura Saa (BVN US)	K92 Mining Inc (KNT CN)	Wesdome Gold Mines Ltd (WDO CN)
Coeur Mining Inc (CDE US)	Kinross Gold Corp (KGC US)	West African Resources Ltd (WAF AU)
DRDGOLD Ltd (DRD US)	New Gold Inc (NGD US)	Wheaton Precious Metals Corp (WPM US)
Dundee Precious Metals Inc (DPM CN)	Newcrest Mining Ltd (NCM AU)	Yamana Gold Inc (AUY US)
Eldorado Gold Corp (EGO US)	Newmont Corp (NEM US)	Zhaojin Mining Industry Co Ltd (1818 HK)
Endeavour Mining Plc (EDV CN)	Northern Star Resources Ltd (NST AU)	Zijin Mining Group Co Ltd (2899 HK)
Endeavour Silver Corp (EXK US)	Oceanagold Corp (OGC CN)
Equinox Gold Corp (EQX US)	Osisko Gold Royalties Ltd (OR US)

(1)

Newmont is excluded from GDX peer group performance for purposes of calculating relative TSR performance.

2023 Proxy Statement 71

TABLE OF CONTENTS

Compensation Discussion and Analysis

2022 LTI Awards

In February 2022, the Committee approved LTI targets for each NEO, as shown in the Summary Compensation Table, maintaining the equity mix used for the 2020 and 2021 LTI program. The Committee considered the following when determining the 2022 grant values for each NEO:

▶

Individual performance and criticality of, and expected future, contributions of the NEO

▶

Time in role, skills, and experience

▶

Retention considerations

▶

Comparison of NEO targets to respective Compensation Reference Peer Group values

The Committee determined the number of RSUs to be granted based on the closing stock price on the date of grant and the number of PSUs to be granted based on the previous 25-day average closing stock price. The CEO’s RSU and PSU grants were recommended by the Committee and approved by the Board, while the Committee approved the grants for the other Section 16 Officers.

2022 Grants of PSUs and RSUs for the 2022 to 2024 Performance Period

The target value, grant date fair value and number of PSUs and RSUs awarded to each of our NEOs under the 2022 LTI award are shown below.

NEO (1)	TARGET VALUE ($)			PSU (67%) ($)			PSU (#)		RSU (33%) ($)			RSU (#)
TOM PALMER		$	8,900,000		$	5,933,333		93,059		$	2,966,667		44,813
BRIAN TABOLT (2)		$	1,240,000		$	240,000		3,481		$	1,000,000		22,714
ROBERT ATKINSON		$	3,000,000		$	2,000,000		31,368		$	1,000,000		15,105
NANCY LIPSON		$	1,500,000		$	1,000,000		15,684		$	500,000		7,552
PETER TOTH (3)		$	3,999,997		$	—		—		$	3,999,997		87,700
NANCY BUESE (4)		$	2,600,000		$	1,733,333		27,185		$	866,667		13,091

(1)

(2)

Mr. Tabolt receives a 50% corporate performance payout and 50% personal performance payout, with a total target value of $480,000. A performance factor of 125% was applied to his 2022 RSU grant based on his 2021 performance rating. The total target value and RSU value includes a one-time RSU retention grant of 18,523 share in recognition of serving in the interim CFO role; based on fair market value on date of grant, November 3, 2022, of $37.79.

(3)

87,700 shares, as well as $1,000,000 in cash with a two-year retention repayment clause, were provided to Mr. Toth at time of hire to offset outstanding incentives that were forfeited when resigning at Rio Tinto. The fair market value on the date of grant, July 27, 2022, was $45.61. No additional compensation was provided to Mr. Toth beyond the value that was forfeited.

(4)

Ms. Buese forfeited the grant on departure.

2020 to 2022 PSU Program Result

The Company ended the 3-year performance period at a rank of 1.8 among the 7 companies included in the 2020 to 2022 TSR peer group, resulting in a vesting of 180% of the target number of PSUs. The seven peer companies included Agnico Eagle Mines Ltd (AEM US), Anglogold Ashanti Ltd (AU US), Barrick Gold Corp (GOLD US), Gold Fields Ltd (GFI US), Kinross Gold Corp (KGC US), Newcrest Mining Ltd (NCM AU), and Northern Star Resources Ltd (NST AU).

72 Newmont Corporation

TABLE OF CONTENTS

Compensation Discussion and Analysis

2023 to 2025 PSU Program Design

Our long history of taking a leading approach to ESG practices has positioned Newmont as the gold sector’s recognized sustainability leader and we continue to challenge ourselves and the industry through our commitment to sustainable and responsible mining. In 2023 we have furthered this commitment by introducing two new metrics to our PSU program: executive female representation (weighting of 10%) and scope one and two emission reduction key project milestones (weighting of 10%). Relative TSR will be maintained in the program at 80% weighting.

The metrics and targets for the PSU program have been developed to align with and reward executives for progressing toward our external ESG commitments and targets, including our 2030 sustainability-linked issuance bond, 2030 science-based climate target of reducing greenhouse gas emissions by 30%, Paradigm for Parity ® goal to achieve gender parity in senior leadership by 2030, and 2030 UN Sustainable Development Goals.

Additionally, the target performance for relative TSR will be increased to the 55th percentile, requiring above median performance in comparison to the peer group to achieve the target vesting of 100%. The current cap of 100% vesting for PSUs when the Company’s TSR is negative for the period will also apply to the two new ESG metrics.

Employee Benefits

Our NEOs participate in broad-based health and welfare plans on the same basis as other full-time employees, including:

▶

Retirement plans

▶

Medical, dental, and vision benefits

▶

Short-term and long-term disability insurance

▶

Life and accidental death and dismemberment insurance

Retirement Plans

The Company offers two U.S. tax-qualified retirement plans, the Pension Plan, which is a defined benefit plan, and the Savings Plan, which is a defined contribution plan (401(k) plan). Both plans are available to a broad range of our employees, generally including all U.S. domestic salaried employees. Because of the qualified status of the Pension Plan and Savings Plan, the Internal Revenue Code limits the benefits available to highly compensated employees. As a result, the Company provides a non-qualified defined benefit plan (Pension Equalization Plan) and a non-qualified savings plan (Savings Equalization Plan) for executive employees who are subject to the Internal Revenue Code limitations in the qualified plans. The Pension Equalization Plan provides the full benefit intended under the qualified plan by making executives whole where they otherwise would not be because of the Internal Revenue Code (IRC) annual compensation limits. The Savings Equalization Plan allows pre-tax savings above the IRC limits. Most importantly, our retirement plans, including our equalization plans, support our goals of retaining executive employees.

Perquisites

The Company provides limited perquisites to senior executives, including the NEOs, to enhance their financial security and productivity. Perquisites include optional financial and tax planning services, optional annual executive health assessment benefits, and minimal personal use of administrative assistance. The total perquisites value for each NEO remains well below the median market value of our Compensation Reference Peer Group.

The Committee regularly reviews the perquisites provided to the respective executive officers as part of its overall review of executive compensation to ensure that the offerings remain reasonable and in alignment with market practice.

2023 Proxy Statement 73

TABLE OF CONTENTS

Compensation Discussion and Analysis

▶

In response to feedback from stakeholders, the Committee eliminated the tax services perquisites beginning in 2022 for the CEO and COO associated with tax obligations across multiple jurisdictions

▶

A travel reimbursement with a maximum value of $40,000 was provided for Mr. Atkinson in 2022; this perquisite was established as a retentive action and to ensure connectedness between Mr. Atkinson and his family, who has remained in the United Kingdom as a result of the COVID-19 pandemic

Details regarding benefits and perquisites that each NEO received for the fiscal year ended December 31, 2022, can be found in the 2022 Summary Compensation Table and accompanying narrative and in the 2022 All Other Compensation Table.

74 Newmont Corporation

TABLE OF CONTENTS

E xecutive C ompensation and B enefits P rograms

Executive Stock Ownership Guidelines

The Company maintains stock ownership guidelines for executives to hold a minimum number of shares of Newmont stock. Covered executive officers are expected to attain the applicable target ownership within five years of being appointed to their positions. Shares used to determine whether the guidelines are met include those held personally or beneficially owned and RSUs subject solely to service-based vesting. PSUs do not count towards an executive’s minimum ownership. As of December 31, 2022, all NEOs either met the share ownership guidelines or fell within the exceptions to the guidelines.

	POSITION			MULTIPLE OF SALARY
	CEO			6x
	Other Executive Officers			3x
	Controller			1x

Executive Compensation Clawback Policy

The Company maintains clawback provisions in our annual bonus and LTI programs providing the Company the ability to recoup incentive compensation paid to executive officers based on erroneously prepared financial statements or conduct leading to termination for cause.

Restrictions on Trading Stock

Newmont maintains a Stock Trading Standard (the “Standard”) for its employees, including executive officers. The Standard prohibits certain employees from trading during specific periods at the end of each quarter until after the Company’s public disclosure of financial and operating results for that quarter unless they have received the approval of the Company’s General Counsel. The Company may impose additional restricted trading periods at any time if it believes trading by employees would not be appropriate because of developments at the Company that are, or could be, material. In addition, the Company requires pre-approval of trades in Company securities for its executive officers and prohibits buying shares on margin or using shares as collateral for loans. Other than as stated in this paragraph and the stock ownership guidelines stated above, the Company does not have a holding period on common stock.

Anti-Hedging and Anti-Pledging Policies

Newmont’s Stock Trading Standard prohibits Newmont’s directors and executives from (i) engaging in any forms of hedging or short-selling transactions involving our securities, (ii) pledging or margining our securities, or (iii) any other transaction that would directly or indirectly reduce the risk of holding Company securities, however acquired. Our Standard provides that to the extent legally permissible, specific exceptions with respect to the prohibition on pledges may be granted on a case-by-case basis at the discretion of the Company’s Chief Legal Officer or Vice President, Associate General Counsel and Corporate Secretary. No exceptions have been requested.

Accounting for Stock-Based Compensation

The Company follows the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to

2023 Proxy Statement 75

TABLE OF CONTENTS

calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award.

Grants of PSUs and RSUs under our equity incentive award plans are accounted for under ASC Topic 718. The Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, the Committee may revise certain programs to appropriately align accounting expenses of equity awards with the overall executive compensation philosophy and objectives.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount of compensation in excess of $1,000,000 that the Company may deduct in any one year with respect to certain of its executive officers whose compensation must be included in this proxy statement. In 2022 compensation amounts for each NEO were greater than $1,000,000 and a portion of their salaries, bonuses, stock awards, and other compensation items are not deductible by the Company.

76 Newmont Corporation

TABLE OF CONTENTS

2022 EXECUTIVE
COMPENSATION TABLES

Summary Compensation Table

NEO AND PRINCIPAL POSITION	YEAR		SALARY (1) ($)			BONUS (2) ($)			STOCK AWARDS (3) ($)			OPTION AWARDS ($)			NON-EQUITY INCENTIVE PLAN COMPENSATION (4) ($)			CHANGE IN PENSION VALUE AND NON-QUALIFIED COMPENSATION EARNINGS (5) ($)			ALL OTHER COMPENSATION (6) ($)			TOTAL ($)
TOM PALMER President and Chief Executive Officer		2022		$	1,406,071		$	—		$	10,132,164		$	—		$	2,003,181		$	66,594		$	46,529		$	13,654,538
		2021		$	1,300,000		$	—		$	8,566,067		$	—		$	2,125,500		$	606,521		$	69,017		$	12,667,106
		2020		$	1,200,412		$	—		$	7,659,869		$	—		$	2,548,133		$	602,107		$	191,764		$	12,202,285
BRIAN TABOLT Interim, Chief Financial Officer		2022		$	393,572		$	—		$	1,245,465		$	—		$	291,708		$	24,440		$	31,634		$	1,986,819
		2021		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
		2020		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
ROBERT ATKINSON Executive Vice President and Chief Operating Officer		2022		$	825,143		$	—		$	3,415,287		$	—		$	851,713		$	72,545		$	77,250		$	5,241,937
		2021		$	786,250		$	—		$	3,192,328		$	—		$	890,400		$	272,455		$	59,967		$	5,201,400
		2020		$	735,000		$	—		$	3,161,184		$	—		$	1,077,930		$	237,539		$	72,520		$	5,284,173
NANCY LIPSON Executive Vice President and General Counsel		2022		$	575,000		$	—		$	1,707,610		$	—		$	454,845		$	(244,596 )		$	40,310		$	2,533,170
		2021		$	569,711		$	—		$	1,596,131		$	—		$	525,406		$	161,934		$	35,380		$	2,888,563
		2020		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
PETER TOTH Executive Vice President and Chief Strategy and Sustainability Officer		2022		$	292,857		$	1,000,000		$	3,999,997		$	—		$	289,694		$	59,402		$	99,115		$	5,741,065
		2021	Mr. Toth joined Newmont in 2022
		2020	Mr. Toth joined Newmont in 2022
NANCY BUESE Executive Vice President and Chief Financial Officer		2022		$	674,506		$	—		$	2,959,869		$	—		$	—		$	(215,224 )		$	19,326		$	3,438,477
		2021		$	735,000		$	—		$	2,766,691		$	—		$	818,055		$	226,715		$	34,400		$	4,580,861
		2020		$	735,000		$	—		$	3,161,184		$	—		$	939,015		$	328,899		$	17,100		$	5,181,198

(1)

Represents salary paid during program year.

(2)

No discretionary supplemental bonuses were paid for 2022 with the exception of Mr. Toth, whose bonus of $1,000,000 was paid as a component in consideration of compensation forfeited from a prior employer as a result of joining Newmont. Mr. Toth’s bonus contains a repayment provision should he voluntarily terminate employment with Newmont within two years of his employment date. No additional compensation was provided to Mr. Toth beyond the value that was forfeited.

(3)

Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). The Company’s 2013 Stock Incentive Compensation Plan defines fair market value of the stock as the average of the high and low sales price on the date of the grant, which is the grant date fair value for the 2020 and 2021 restricted stock unit grants. For the 2022 restricted stock unit grants, the fair market value on the date of grant, February 28, 2022, was $66.20. For the 2021 restricted stock unit grants, the fair market value on the date of the grant, February 22, 2021, was $57.49. For the 2020 restricted stock unit grants, the fair market value on the date of the grant, February 24, 2020, was $50.66. Mr. Toth’s 2022 stock awards include 87,700 RSU shares provided at time of hire to offset outstanding incentives that were forfeited when resigning at Rio Tinto, with a fair market value on the date of grant, July 27, 2022, of $45.61. Mr. Tabolt’s 2022 stock awards include 18,523 RSU shares in recognition of serving in the interim CFO role; based on fair market value on date of grant, November 3, 2022, of $37.79. Pursuant to ASC 718, the aggregate grant date fair value of Performance Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model, further described in Newmont’s Annual Report on Form 10-K for the year ended December 31, 2022, in Note 12 for the Financial Statement under the heading “Stock-Based Compensation — Performance Stock Units,” which determined a grant date fair value of the 2022 to 2024 (payout 2025) Performance Stock Units of $77.00 per share (116.31% of the stock price on the date of grant) for each participating Named Executive Officer. For 2021 to 2023 (payout 2024) Performance Stock Units of $65.41 per share (113.78% of the stock price on the date of grant) for each participating Named Executive Officer. For 2020 to 2022 (payout 2023) Performance Stock Units of $59.24 per share (116.94% of the stock price on the date of grant) for each participating Named Executive Officer. The maximum value of the Performance Stock Units is 200% of target.

2023 Proxy Statement 77

TABLE OF CONTENTS

2022 Executive Compensation Tables

(4)

Amounts shown represent Company Performance Bonuses and the Personal Bonuses paid in cash. The executives received bonuses as follows: Mr. Palmer company $1,402,634 and personal $600,548; Mr. Tabolt company $111,708 and personal $180,000; Mr. Atkinson company $596,372 and personal $255,341; Ms. Lipson company $318,484 and personal $136,361; Mr. Toth company $202,845 and personal $86,849; and Ms. Buese company $0 and personal $0 (value forfeited at departure).

(5)

Amounts shown represent the increase in the actuarial present value under the Company’s qualified and non-qualified defined benefit pension plans. The PEQ interest rate is based upon the PBGC interest rate. On December 31, 2022, the PBGC lump sum interest rate was 3.00%, at December 31, 2021, the PBGC lump sum interest rate was 0.00% and at December 31, 2020, the PBGC lump sum interest rate was 0.00%. The qualified present value and the interest discounting are based on the FASB rate. On December 31, 2022, the FASB rate for the Salaried and PEQ plan was 5.60%, at December 31, 2021, the FASB rate was 3.02% and at December 31, 2020, the FASB rate was 2.74%.

(6)

Amounts shown are described in the All Other Compensation Table. Refer to the Compensation Discussion and Analysis .

All Other Compensation Table

NEO	COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS (1) ($)			PERQUISITES (3) ($)			RELOCATION REIMBURSEMENT AND TAX GROSS-UPS (4) ($)			TOTAL ($)
TOM PALMER		$	18,300		$	28,229		$	—		$	46,529
BRIAN TABOLT		$	18,300		$	13,334		$	—		$	31,634
ROBERT ATKINSON		$	18,300		$	58,950		$	—		$	77,250
NANCY LIPSON		$	18,300		$	22,010		$	—		$	40,310
PETER TOTH		$	12,000		$	—		$	87,115		$	99,115
NANCY BUESE		$	18,300		$	1,026		$	—		$	19,326

(1)

Under the Company’s defined contribution plan, the Savings Plan, the Company will match 100% of the first 6% of a participant’s base salary contribution to the Savings Plan annually with a maximum match of $18,300.

(2)

There are no participants who are eligible for retiree medical and life insurance benefits. The exhibits associated with these benefits have been removed as a result.

(3)

The Company provides the named executive officers with the opportunity to obtain financial advisory services up to a value of $18,510 paid by the Company and executive health assessment benefits with a maximum value of approximately $3,500. These benefits are not grossed up for taxes, with executives electing to obtain the services being responsible for the personal tax liability associated with the imputed income for the benefit. The amount for Mr. Palmer consists of $17,000 for financial advisory services and $1,950 for executive health assessment benefits. Mr. Atkinson’s amount consists of $17,000 for financial advisory services, $1,950 for executive health assessment benefits, and $40,000 for a retention focused travel reimbursement. Ms. Lipson’s amount consists of $18,510 for financial advisory services and $3,500 for executive health assessment benefits. The amounts for Mr. Palmer and Ms. Buese include limited personal use of administrative support. Mr . Tabolt’s amount is inclusive of a temporary pay adder of $6,667 per month for two months in recognition of serving in the interim CFO role.

(4)

For Mr. Toth, who began employment with the Company on July 1, 2022, this amount includes $87,115 related to relocation and travel costs occurring in 2022.

78 Newmont Corporation

TABLE OF CONTENTS

2022 Executive Compensation Tables

Grants of Plan-Based Awards Table

			ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1)									ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2)						ALL OTHER STOCK AWARDS NUMBER OF SHARES OF STOCK OR UNITS (#)		GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (3) ($)
NEO	GRANT DATE		THRESHOLD ($)			TARGET ($)			MAXIMUM ($)			THRESHOLD (#)		TARGET (#)		MAXIMUM (#)				GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (3) ($)
TOM PALMER
2022 Annual Bonus		—		$	295,275		$	2,109,107		$	4,218,213
2022 PSU		2/28/2022											0		93,059		186,118				$	7,165,543
2022 RSU		2/28/2022																	44,813		$	2,966,621
BRIAN TABOLT
2022 Annual Bonus		—		$	23,614		$	236,143		$	472,286
2022 PSU		2/28/2022											0		3,481		6,962				$	268,037
2022 RSU		2/28/2022																	4,191		$	277,444
2022 RSU Off-cycle Retention Grant (4)		11/3/2022																	18,523		$	699,984
ROBERT ATKINSON
2022 Annual Bonus		—		$	127,072		$	907,657		$	1,815,314
2022 PSU		2/28/2022											0		31,368		62,736				$	2,415,336
2022 RSU		2/28/2022																	15,105		$	999,951
NANCY LIPSON
2022 Annual Bonus		—		$	68,425		$	488,750		$	977,500
2022 PSU		2/28/2022											0		15,684		31,368				$	1,207,668
2022 RSU		2/28/2022																	7,552		$	499,942
PETER TOTH
2022 Annual Bonus		—		$	41,000		$	292,857		$	585,714
2022 PSU		—											—		—		—				$	—
2022 RSU Off-cycle Retention Grant (4)		7/27/2022																	87,700		$	3,999,997
NANCY BUESE (5)
2022 Annual Bonus		—		$	99,152		$	708,231		$	1,416,462
2022 PSU		2/28/2022											0		27,185		54,370				$	2,093,245
2022 RSU		2/28/2022																	13,091		$	866,624

(1)

Amounts shown represent threshold, target and maximum amounts for 2017 Corporate & Personal Bonuses. The Corporate Performance Bonus has a threshold of 20% payout, with the potential to have a zero payout, and the Personal Bonus has no threshold. The Leadership Development and Compensation Committee established the target for corporate metrics and personal objectives in March 2017. Payments of Corporate Performance & Personal Bonuses for 2017 performance are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Refer to the Compensation Discussion and Analysis for a description of the criteria for payment of Corporate Performance & Personal Bonuses.

(2)

Amounts shown represent the threshold, target and maximum number of shares of the Performance Leveraged Stock Unit bonuses potentially awardable for the targets set in 2022, which will payout in 2025. See the Compensation Discussion and Analysis for a description of these awards and the rationale.

(3)

Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). For the restricted stock units, the grant date fair value is the target number of shares granted multiplied by the fair market value on the date of grant. The Company’s 2020 Stock Incentive Compensation Plan defines fair market value of the stock to include the closing sales price on such date, which is the grant date fair value utilized for the restricted stock units. The fair market value on the date of grant, February 28, 2022, was $66.20, and the grant values are shown in the Stock Awards column of the Summary Compensation Table. The restricted stock unit awards vest P ro-ratably over three years. See the Compensation Discussion and Analysis for a description of this award and the rationale. Pursuant to ASC 718, the aggregate grant date fair value of Performance Leveraged Stock Units is determined by multiplying the target number of shares by a Monte Carlo grant date fair value $77.00 for the 2022-2025 (payout 2025) Performance Leveraged Stock Unit grant, and such amounts are shown in the Stock Awards column of the Summary Compensation Table.

(4)

Mr. Tabolt received a one-time RSU retention grant of 18,523 share in recognition of serving in the interim CFO role; based on fair market value on date of grant, November 3, 2022, of $37.79. Mr. Toth received a one-time RSU grant at time of hire to offset outstanding incentives that were forfeited when resigning at Rio Tinto. The fair market value on the date of grant, July 27, 2022, was $45.61.

(5)

Ms. Buese forfeited the bonus on departure.

2023 Proxy Statement 79

TABLE OF CONTENTS

2022 Executive Compensation Tables

Outstanding Equity Awards at Fiscal Year-End Table

	OPTION AWARDS										STOCK AWARDS
NEO	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (1) (#) EXERCISABLE		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE		OPTION EXERCISE PRICE		OPTION GRANT DATE		OPTION EXPIRATION DATE		NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)		MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (1)		EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (2)		EQUITY INCENTIVE PLAN AWARDS: MARKET OF PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (1)
TOM PALMER		—		—		—		—		—		13,818 (4)		652,210		—			—
—		—		—		—		—		—		31,116 (5)		1,468,675		—			—
—		—		—		—		—		—		44,813 (6)		2,115,174		—			—
2020 to 2022 PSU		—		—		—		—		—		—		—		187,708		$	8,859,818
2021 to 2023 PSU		—		—		—		—		—		—		—		89,937		$	4,245,026
2022 to 2024 PSU		—		—		—		—		—		—		—		93,059		$	4,392,385
BRIAN TABOLT		—		—		—		—		—		4,191 (6)		197,815		—			—
—		—		—		—		—		—		4,902 (7)		231,374		—			—
—		—		—		—		—		—		18,523 (9)(10)		874,286		—			—
2020 to 2022 PSU		—		—		—		—		—		—		—		—			—
2021 to 2023 PSU		—		—		—		—		—		—		—		—			—
2022 to 2024 PSU		—		—		—		—		—		—		—		3,481		$	164,303
ROBERT ATKINSON		—		—		—		—		—		5,703 (4)		269,182		—			—
—		—		—		—		—		—		11,596 (5)		547,331		—			—
—		—		—		—		—		—		15,105 (6)		712,956		—			—
2020 to 2022 PSU		—		—		—		—		—		—		—		77,466		$	3,656,395
2021 to 2023 PSU		—		—		—		—		—		—		—		33,517		$	1,582,002
2022 to 2024 PSU		—		—		—		—		—		—		—		31,368		$	1,480,570
NANCY LIPSON		—		—		—		—		—		3,948 (4)		186,346		—			—
—		—		—		—		—		—		5,798 (5)		273,666		—			—
—		—		—		—		—		—		7,552 (6)		356,454		—			—
2020 to 2022 PSU		—		—		—		—		—		—		—		40,222		$	1,898,478
2021 to 2023 PSU		—		—		—		—		—		—		—		16,758		$	790,978
2022 to 2024 PSU		—		—		—		—		—		—		—		15,684		$	740,285
PETER TOTH		—		—		—		—		—		87,700 (8)		4,139,440		—			—
—		—		—		—		—		—		—		—		—			—
—		—		—		—		—		—		—		—		—			—
2020 to 2022 PSU		—		—		—		—		—		—		—		—			—
2021 to 2023 PSU		—		—		—		—		—		—		—		—			—
2022 to 2024 PSU		—		—		—		—		—		—		—		—			—

(1)

The Company does not grant stock options.

(2)

Assumes stock price of $47.20, the closing price on December 30, 2022.

(3)

Maximum number of Performance Leveraged Stock Units are shown for the 2020 to 2022 PSU (payout 2023) target and the target number is shown for the 2021 to 2023 PSU (payout 2024) and 2022 to 2024 PSU (payout 2025) targets, all three awards for which performance and grant are not yet determined and which are described in the Compensation Discussion and Analysis. The maximum achievable amount of Performance Leveraged Stock Units is 200% of target.

(4)

Vesting date is February 24, 2023.

(5)

Vesting dates are February 22, 2023, and 2024.

(6)

Vesting dates are February 28, 2023, 2024, and 2025.

(7)

Vesting dates are July 26, 2023, and 2024.

(8)

Vesting dates are July 27, 2023, 2024 and 2025. RSU shares were provided at time of hire to offset outstanding incentives that were forfeited when resigning at Rio Tinto.

(9)

Vesting dates are November 11, 2023, 2024, and 2025. RSU shares granted in recognition of serving in the interim CFO role.

(10)

18,523 RSU shares in recognition of serving in the interim CFO role.

80 Newmont Corporation

TABLE OF CONTENTS

2022 Executive Compensation Tables

Option Exercises and Stock Vested Table

	OPTION AWARDS				STOCK AWARDS
NEO	NUMBER OF SHARES ACQUIRED ON EXERCISE (#)		VALUE REALIZED ON EXERCISE ($)		NUMBER OF SHARES ACQUIRED ON VESTING (#)		VALUE REALIZED ON VESTING ($)
TOM PALMER		—		—		175,301		$	11,778,241
BRIAN TABOLT		—		—		2,450		$	109,246
ROBERT ATKINSON		—		—		40,359		$	2,101,547
NANCY LIPSON		—		—		21,462		$	1,444,473
PETER TOTH		—		—		—			—
NANCY BUESE		—		—		102,022		$	6,850,363

2023 Proxy Statement 81

TABLE OF CONTENTS

ADDITIONAL BENEFITS AND TABLES

The Company provides two tax-qualified retirement plans, a Pension Plan, and a Savings Plan (401(k) plan). In addition, the Company offers a non-qualified pension plan (the “Pension Equalization Plan”), and non-qualified savings plan (the “Savings Equalization Plan”) for executive grade level employees.

Pension Benefits Table (1)

NEO	PLAN	NUMBER OF YEARS CREDITED SERVICE (#)		PRESENT VALUE OF ACCUMULATED BENEFIT ($)			PAYMENTS DURING LAST FISCAL YEAR ($)
TOM PALMER	Pension Plan		6.67		$	203,703		—
TOM PALMER	Pension Equalization Plan		6.67		$	2,013,799		—
BRIAN TABOLT	Pension Plan		1.67		$	28,902		—
BRIAN TABOLT	Pension Equalization Plan		1.67		$	24,905		—
ROBERT ATKINSON	Pension Plan		3.58		$	110,117		—
ROBERT ATKINSON	Pension Equalization Plan		3.58		$	556,646		—
NANCY LIPSON	Pension Plan		17.50		$	457,959		—
NANCY LIPSON	Pension Equalization Plan		17.50		$	726,225		—
PETER TOTH	Pension Plan		0.50		$	27,923		—
PETER TOTH	Pension Equalization Plan		0.50		$	31,479		—
NANCY BUESE	Pension Plan		6.17		$	175,571		—
NANCY BUESE	Pension Equalization Plan		6.17		$	834,298		—

(1)

Pension Calculation Assumptions. For Final Average Pay lump sum benefits, the Qualified Pension present value uses the PPA 2022 Optional Combined Mortality Table and the applicable IRC Section 417(e) non-average segment rates as of August 2021. The Final Average Pay Pension Equalization lump sum value uses a Pension Equalization Plan lump sum rate of 3.00% as of December 31, 2022, and mortality as defined in the Pension Equalization Plan to determine the lump sum payable at an executive’s earliest unreduced retirement age. For Stable Value benefits, Qualified Plan and Pension Equalization Plan benefits are defined as a lump sum at age 65, the age at which the Stable Value benefits are unreduced. All of the benefits shown are also discounted from the earliest unreduced retirement age to current age using the FASB discount rate of 5.60%.

82 Newmont Corporation

TABLE OF CONTENTS

Additional Benefits and Tables

Pension Plan

Mr. Palmer, Mr. Tabolt, Mr. Atkinson, Ms. Lipson, Mr. Toth, and Ms. Buese are participants in the qualified Pension Plan. The Pension Plan is available to a broad group of Company employees, which generally includes U.S. domestic salaried employees of the Company. The plan provides for post-retirement payments determined by a formula based upon age, years of service and pension-eligible earnings for employees hired before January 1, 2007, called the final average pay calculation, up to July 2014. For employees hired after January 1, 2007, and for all participants accruing benefits beginning July 2014 including those formerly in the final average pay pension plan, the plan provides for post-retirement payments determined by a formula based upon years of service. Employees hired prior to January 1, 2007, had a one-time option to move into the Stable Value formula effective January 1, 2008.

Final Average Pay Calculation

As of July 2014, all employees accrue pension benefits in the stable value pension. However, those employees hired before January 1, 2007, retain previously accrued benefits in the final average pay pension. Effective January 1, 2020, participants with a final average pay pension benefit can receive their benefit in either an annuity or a lump sum. Age 62 is the normal retirement age under the Pension Plan for final average pay calculation, meaning the age upon which the employee may terminate employment and collect unreduced benefits. If a Pension Plan participant terminates employment prior to age 62 but has a vested benefit by having acquired 5 years of service with the Company, the participant can collect reduced benefits immediately. The formula based upon age and years of service for benefits provides a strong incentive for Company employees to remain employed with the Company, even in times of high demand in the employment marketplace.

According to the Pension Plan, at the normal retirement age of 62, the Company calculates the monthly pension benefit amount through the following formula:

1.75% of
the average
monthly salary

1.25% of the
participant’s primary
Social Security benefit

the participant’s
years of
credited service

Monthly Pension
Benefit

To determine the average monthly salary, the Company calculates the highest average from 5 consecutive prior years of employment within the last 10 years of employment of regular pay, vacation pay, cash bonus, and a change of control payment, if applicable. Severance payments are not included as pensionable earnings. Salary does not include stock-based compensation, foreign assignment premiums, signing bonuses, fringe benefits, payments from non-qualified plans or indemnity benefit payments. In the event a vested participant dies prior to the commencement of benefit payments, the participant’s legal spouse receives survivor benefits which are calculated based upon the pension benefit that the participant would have received upon retirement the day prior to death with an additional reduction factor applied. If the participant does not have a legal spouse, there is no benefit paid.

2023 Proxy Statement 83

TABLE OF CONTENTS

Additional Benefits and Tables

In the event of early retirement, meaning after reaching the age of 55 and at least 10 years of service, a participant is eligible to collect a monthly pension benefit upon retirement using the formula above with the following reductions:

Early Retirement Reductions

AGE AT TERMINATION	YEARS OF SERVICE	REDUCTION
60	At least 10	Lesser of 1/3 of 1% for each month of service less than 30 years of service (4% per year) or 1/3 of 1% for each month by which the date of benefit commencement precedes age 62 (4% per year) payable upon termination
At least 55	At least 5 but less than 10	Actuarial reduction
	At least 10 but less than 30	1/3 of 1% for each month by which the date of benefit commencement precedes age 62 (4% per year) payable upon termination
	At least 30	No reduction — payable at age 55
Under 55	At least 5 but less than 10	Actuarial reduction
	At least 10 but less than 30	1/2 of 1% for each month by which the date of benefit commencement precedes age 62 (6% per year) payable following termination and attainment of age 55
	At least 30	No reduction — payable at age 55

Change of Control Early Retirement

	AGE			YEARS OF SERVICE			REDUCTION
	48 at time of change of control			At least 10			Lower of reduction of 2% for each year by which termination precedes age 62, or applicable reduction above

Stable Value Calculation

For the stable value pension, benefits are determined as follows:

FULL YEARS OF SERVICES COMPLETED BY THE END OF THE PLAN YEAR	PERCENTAGE OF SALARY UP TO AND INCLUDING SOCIAL SECURITY WAGE BASE		PERCENT OF SALARY OVER THE SOCIAL SECURITY WAGE BASE
0 to 9		13 %		21 %
10 to 19		15 %		23 %
20+		17 %		25 %

The stable value benefit, as of a given date, is the sum of all the amounts accrued for each year of service. Salary in the stable value pension is defined the same as in the final average pay pension. Normal retirement age under the stable value pension is 65 and the vesting period is 5 years. If a stable value participant has 5 years of service and separates employment with Newmont prior to age 65, the participant is entitled to a reduced benefit. Under the stable value pension, participants may take their benefit in lump sum or an annuity.

Ms. Lipson has vested benefits under the final average pay for service prior to January 2008 and for the stable value pension for service after January 2008 by virtue of five or more years of service. Mr. Palmer, Mr. Tabolt, Mr. Atkinson, and Mr. Toth participate in the stable value calculation of the Pension Plan of Newmont based upon their dates of hire. Mr. Palmer has a vested benefit under the stable value pension by virtue of five or more years of service. Mr. Tabolt, Mr. Atkinson, and Mr. Toth do not have vested benefits under the Pension Plan, as they do not have five years of service with the Company. Ms. Buese participated in the stable value calculation of the Pension Plan of Newmont based upon her date of hire, which had vested benefits under the stable value pension by virtue of five or more years of service prior to her departure.

84 Newmont Corporation

TABLE OF CONTENTS

Additional Benefits and Tables

The Pension Plan contains a cap on eligible earnings as required by the Internal Revenue Code as well as a cap on benefits as required by section 415 of the Internal Revenue Code. This cap limits the pension benefits that executive-grade employees of the Company can receive under the Pension Plan.

Pension Equalization Plan

The Pension Equalization Plan provides for an actuarially determined present value cash lump sum amount upon retirement, or upon termination after 5 years of service with the Company. The Company determines the lump sum amount by calculating a full pension benefit under the Pension Plan, using the definition of Salary from the Pension Equalization Plan, and subtracting the actual benefit owed under the Pension Plan that is subject to the cap in benefits.

If a participant dies while employed with the Company, or after retirement but before receipt of benefits under the Pension Equalization Plan, and the participant was entitled to benefits under the Pension Plan, the participant’s legal spouse receives survivor benefits which are calculated based upon the full Pension Equalization benefit minus the Pension Plan benefit amount. If the Company terminates a participant for cause, the participant forfeits all benefits under the Pension Equalization Plan.

Pension Calculation Assumptions

For Final Average Pay lump sum benefits, the Qualified Pension present value uses the PPA 2022 Optional Combined Mortality Table and the applicable IRC Section 417(e) non-average segment rates as of August 2020. The Final Average Pay Pension Equalization lump sum value uses a Pension Equalization Plan lump sum rate of 3.00% as of December 31, 2022, and mortality as defined in the Pension Equalization Plan to determine the lump sum payable at an executive’s earliest unreduced retirement age. For Stable Value benefits, Qualified Plan and Pension Equalization Plan benefits are defined as a lump sum at age 65, the age at which the Stable Value benefits are unreduced. All of the benefits shown are also discounted from the earliest unreduced retirement age to current age using the FASB discount rate of 5.60%.

Savings Plan

The Savings Plan is the Company’s defined contribution plan that is available to a broad group of Company employees, which generally includes U.S. domestic salaried employees of the Company. Eligible employees may contribute before-tax or after-tax compensation to a plan account for retirement savings. Under the Savings Plan, the Company will match 100% of the first 6% of a participant’s base salary (with a maximum of $305,000 in salary and a maximum match of $18,300 for 2022) contribution to the Savings Plan annually. The Company contribution vests as follows:

Savings Plan Vesting Schedule

YEARS OF SERVICE	PERCENTAGE OF COMPANY CONTRIBUTION VESTED
Less than 1 year		0 %
1 year		20 %
2 years		40 %
3 years		60 %
4 or more years		100 %

In the event of death, disability, retirement, change of control (same definition as Executive Change of Control Plan explained in the Potential Payments Upon Termination or Change of Control section below), or termination of the Savings Plan, a participant is fully vested in the Company contribution component of the Savings Plan. In accordance with the Internal Revenue Code, the Savings Plan limits the before-tax and after-tax contributions that highly compensated participants may make to the Savings Plan.

2023 Proxy Statement 85

TABLE OF CONTENTS

Additional Benefits and Tables

Savings Equalization Plan

The Savings Equalization Plan allows eligible participants the opportunity to defer up to 100% of compensation beyond the Internal Revenue Code limitations set forth in the Savings Plan on a pre-tax basis. The Savings Equalization Plan is a non-qualified deferred compensation plan. To participate in the Savings Equalization Plan, an employee must be executive grade or a legacy participant and be eligible to participate in the Savings Plan of Newmont. The purpose of the Savings Equalization Plan is to allow executive employees a way to defer additional compensation for post-employment savings purposes beyond the limits set forth in the Savings Plan. A participant’s deferred compensation is contributed at the direction of the participant to various hypothetical investment alternatives. Such investments are selected by a committee of Company representatives, with the advice of professional investment managers.

Upon distribution of Savings Equalization Plan accounts, the participant receives a cash amount equal to the value of the contributions if such contributions had been invested in such hypothetical investments, as of the applicable valuation date. A participant receives distribution of Savings Equalization amounts in lump-sum form, or at a preselected distribution date in the future according to the provisions of the plan and Internal Revenue Code Section 409A.

In 2010, the Company established a trust for participants’ account balances in the Savings Equalization Plan and the Company funds the participant account balances in the trust. The assets held in this trust may be subject to claims of the Company’s creditors in the event the Company files for bankruptcy.

Potential Payments Upon Termination or Change of Control

The Committee maintains severance arrangements and protections to ensure alignment between the interests of our executives and our shareholders in the event of a sale or merger of the company. These benefits enable executive officers to focus their attention on business operations without undue concern regarding their own financial situations during these periods of potential disruption and distraction. The Committee designed these arrangements to be fair and reasonable, and in alignment with peer market practices.

Retirement Benefits

Mr. Palmer and Ms. Lipson have vested benefits under the Pension Plan and Pension Equalization Plan. Mr. Tabolt, Mr. Atkinson, and Mr. Toth have not yet vested in the Pension Plan or the Pension Equalization Plan as they have not attained 5 years of service. Ms. Buese had vested benefits under the Pension Plan and Pension Equalization Plan prior to her departure.

See the Pension Benefits Table for the present value of benefits under these plans.

For RSU and PSU equity grants, retirement is defined as at least age 55, with at least 5 years of continuous service and a total of 65 when adding age plus years of continuous service. If an individual meets this definition of retirement: 1) PSUs shall pro-rata vest based on actual performance (using the most recent fiscal quarter-end performance); 2) RSUs that have not yet met the first anniversary of grant shall pro-rata vest; and 3) RSUs beyond the first anniversary of grant shall continue to vest post-retirement on the original vesting schedule.

Voluntary Termination

The Named Executive Officers would receive no payments or other benefits upon voluntary termination, except for vested benefits under the Pension Plan and Pension Equalization Plan. See the Pension Benefits Table for the present value of benefits under these plans.

Termination Not for Cause

On October 25, 2011, the Board of Directors and the Compensation Committee of the Board adopted an Executive Severance Plan applicable to the Senior Director and above levels of the Company. Under the Executive Severance Plan, any eligible employee who is subject to involuntary termination of employment for

86 Newmont Corporation

TABLE OF CONTENTS

Additional Benefits and Tables

any reason other than cause is entitled to severance benefits. Cause is defined as engagement in illegal conduct or gross negligence, or willful misconduct or any dishonest or fraudulent activity, breach of any contract, agreement or representation with the Company, or violation of Newmont’s Code of Conduct.

The Company’s severance benefits include:

▶

A fixed number of months of base salary

▶

Pro-rated actual bonus (this benefit is contained in the bonus plan)

▶

Pro-rata RSU and PSU payout

▶

Medical benefits for the severance period, not to exceed 18 months

▶

Outplacement services for up to 12 months

The range of fixed number of months of base salary for the Named Executive Officers is 24 months of salary for Mr. Palmer, 15 months of salary + 1 month of salary for every year of service up to a maximum of 18 months of salary for Mr. Atkinson, Ms. Lipson, and Mr. Toth, and 12 months of salary for Mr. Tabolt. For equity grants in the case of separation of employment under the Executive Severance Plan, there shall be a pro-rata percent acceleration of restricted stock units that have already been granted. For Performance Stock Units, there shall be a pro-rata payout based upon the most recent calculation of the performance against the metrics. The calculations below in the termination tables uses the target payout for Performance Stock Units.

The payments and benefits provided under the Severance Plan are contingent upon the affected executive officer’s execution and non-revocation of a general release of claims and compliance with specified restrictive covenants.

Termination for Cause

No additional benefits are payable in any case of termination for cause. The Company’s plans generally define cause as stated above.

Change of Control

The Company’s Executive Change of Control Plan applies to Senior Director level employees and above, including the NEOs, in the event of a change of control, which is generally defined as:

▶

The acquisition of beneficial ownership of 20% or more of either (a) the then outstanding shares of the Company; or (b) the combined voting power of the then outstanding shares of the Company entitled to vote generally in the Election of Directors (but not an acquisition by a Company entity or Company benefit plan); or

▶

The individuals constituting the Company’s Board of Directors on January 1, 2008 (for 2008 Executive Change of Control Plan) and January 1, 2012 (for 2012 Executive Change of Control Plan), cease to constitute at least most of the Board, with certain exceptions allowing the Board the ability to vote in new members by a majority; or

▶

Consummation of a reorganization, merger, consolidation, sale, or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another corporation. The acquisition of assets of another corporation does not constitute a change of control if certain requirements are met to evidence that the Company is the acquiring company and will conduct the business of the combined entity going forward.

Newmont maintains the 2008 Executive Change of Control Plan and the 2012 Executive Change of Control Plan. Ms. Lipson is eligible for benefits under the 2008 plan and Mr. Palmer, Mr. Tabolt, Mr. Atkinson, and Mr. Toth are eligible for benefits under the 2012 plan.

2023 Proxy Statement 87

TABLE OF CONTENTS

Additional Benefits and Tables

Termination After Change of Control

Executives are eligible for benefits under the change of control plans if terminated within the requisite period of a change of control or if the executive terminates for good reason within the requisite time period of a change of control. The Change of Control Plans generally define good reason as any of the following without the executive’s prior consent:

▶

Material reduction in salary or bonus compensation from the level immediately preceding the change of control

▶

Requiring the executive to relocate their principal place of business more than 35 miles (50 miles in the 2012 Executive Change of Control Plan) from the previous principal place of business

▶

Failure by the employer to comply with the obligations under the Change of Control Plan

▶

Assigning the executive duties inconsistent with the executive’s position immediately prior to such assignment or any action resulting in the diminution of the executive’s position, authority, duties, or responsibilities

If an executive is eligible for termination benefits under the Executive Change of Control Plan, the executive is entitled to:

▶

Two times the “annual pay” for most executives and up to three times for individuals specified by the Board

▶

Annual pay is defined as annual salary, annual cash bonus at the highest amount that the executive received in the three years prior to the change of control, and the highest employer matching contribution made to the Savings Plan on behalf of the executive in the three years prior to the change of control

▶

Mr. Palmer would receive three times annual pay, Mr. Atkinson, Mr. Tabolt, Ms. Lipson, and Mr. Toth would receive two times annual pay.

▶

Pro-rated bonus determined by percentage of the year worked at target level

▶

For a three-year period (or the COBRA period for the 2012 Executive Change of Control Plan), health, dental, vision, prescription, and life insurance benefits for the executive and their family

▶

Outplacement services consistent with the Company’s practices during the one-year period prior to the change of control

▶

Unvested participants in the Pension Plan vest in their interests in the plan; see the Pension Benefits Table and accompanying footnotes for pension values and unvested participants

▶

For participants in the 2008 Executive Change of Control Plan, the executive is entitled to the following additional benefits:

▶

A cash amount equal to the actuarial equivalent of three years of additional benefits under the Pension Plan, Pension Equalization Plan, and Savings Equalization Plan

▶

Credit for three additional years under these plans for purposes of actuarial calculations

No tax gross ups are provided for any amounts payable in connection with a change in control. Both the 2013 Stock Incentive Compensation Plan approved by shareholders in 2013 and the 2020 Stock Incentive Compensation Plan approved by shareholders in 2020 incorporate a double-trigger upon change of control for any equity vesting and all equity outstanding only vests upon a double-trigger of change of control and termination of employment. The final average pay Pension Plan, applicable to Ms. Lipson, provides a retirement option at age 48 with 10 years of service and a lesser reduction factor in benefits, compared to circumstances not involving a change of control. Additionally, the Savings Plan provides for immediate vesting of the Company matching contributions which is capped at a total of $18,300 per year in 2022.

88 Newmont Corporation

TABLE OF CONTENTS

Additional Benefits and Tables

Death

The level of coverage under the basic term life insurance program provides two times final annual base salary for an employee who dies while an active employee, up to a maximum of $1,500,000. Upon the death of one of the Named Executive Officers, payment is made to the beneficiary of record for the group life insurance coverage.

In the event of death during employment an unvested participant of the pension plan vests in the pension plan. See the Pension Benefits Table and following text for pension values and unvested participants.

Disability

Short-term disability benefits provide for 100% of base pay (salary and bonus) for the initial twelve weeks of disability and 60% of base pay for the remainder of short-term disability for a total period of up to six months. In the event of long-term disability, the Company has an insurance plan that provides a maximum monthly benefit to executives and officers of the Company of $15,000 per month. The maximum benefit period for the long-term disability benefit varies depending upon the age on date of disability. Qualified long-term disability participants also receive continuation of medical coverage for up to 24 months.

Performance Bonuses, RSUs, and PSUs

All amounts shown for Bonuses include Company Performance Bonuses, Personal Bonuses, Performance Stock Units and Restricted Stock Units are calculated at target level for 2022 performance.

Accelerated Vesting of Restricted Stock

The amounts shown assume vesting as of December 31, 2022, at a closing price of $49.20. The amounts shown do not include any vested stock awards.

Performance Stock Units

The amounts shown for the Performance Stock Units in the event of a Change of Control assume target payout and a stock price of $49.20 the December 31, 2022, closing price, because there is no change of control price to determine actual payout, as contemplated by the PSU program.

Restricted Stock Unit

The amounts shown for the Restricted Stock Unit represent the target granted for the year of the change of control. These restricted stock units are subject to a vesting period beginning with one-third vesting the following January 1st, one-third vesting one year later, and the final one-third vesting two years later. Vesting accelerates upon a termination of employment after a change of control. The figures shown represent target payout and a stock price of $49.20, the December 31, 2022, closing price.

Incremental Non-Qualified Pension

The amounts shown as Incremental Non-Qualified Pension are based on three additional years of service credit following termination of employment in the case of change of control for those Named Executive Officers who participate in the 2008 Executive Change of Control Plan. All amounts payable are based upon the same assumptions and plan provisions used in the Summary Compensation Table and Pension Benefits Table, except that the Termination After Change of Control calculation does not include a present value discount.

Health Care Benefits

The value of health care benefits disclosed below is based on the incremental additional cost to the Company for the length of coverage specified in the Long-Term Disability Plan, Executive Severance Plan, or the Executive Change of Control Plans, except that for Change of Control, the amount is determined without any present value discount.

2023 Proxy Statement 89

TABLE OF CONTENTS

Additional Benefits and Tables

Life Insurance

Life insurance coverage and proceeds are provided under the terms of the Group Life Plan.

280G Tax Gross-Up

The Company does not provide 280G gross ups on any benefits.

90 Newmont Corporation

TABLE OF CONTENTS

Additional Benefits and Tables

2022 Potential Payments on Termination

The following tables describe the estimated potential payments upon termination or change of control of the Company for the NEOs. The amounts shown assume that the termination or change of control occurred on December 31, 2022. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company.

NEO	TERMINATION NOT FOR CAUSE ($)			CHANGE OF CONTROL (CIC) ($)			TERMINATION AFTER CIC ($)			DEATH ($)			DISABILITY ($)
TOM PALMER
Base Benefit		$	2,870,000
Bonus (Corporate Performance and Personal)		$	2,109,107		$	2,109,107					$	2,109,107		$	2,109,107
Restricted Stock Unit Units								$	2,966,662
Performance Stock Units		$	8,724,023		$	8,724,023		$	4,343,250		$	8,724,023		$	8,724,023
Change of Control Payment								$	10,675,713
Accelerated Vesting of Restricted Stock Units		$	1,785,906					$	4,236,058		$	4,236,058		$	4,236,058
Incremental Non-Qualified Pension			—			—			—			—			—
Health Care Benefits and Life Insurance Coverage		$	103,270					$	101,765
Life Insurance Proceeds											$	1,500,00
Disability Coverage			—			—			—			—			—
Outplacement Services		$	7,500					$	10,000
Total		$	15,599,806		$	10,833,130		$	22,333,448		$	16,569,188		$	15,069,188
BRIAN TABOLT
Base Benefit		$	400,000
Bonus (Corporate Performance and Personal)		$	236,143		$	236,143					$	236,143		$	236,143
Restricted Stock Units								$	159,961
Performance Stock Units		$	54,752		$	54,752		$	109,504		$	54,752		$	54,752
Change of Control Payment								$	633,572
Accelerated Vesting of Restricted Stock Units		$	154,155					$	1,303,475		$	1,303,475		$	1,303,475
Incremental Non-Qualified Pension			—			—			—			—			—
Health Care Benefits and Life Insurance Coverage		$	22,284					$	34,316
Life Insurance Proceeds											$	800,000
Disability Coverage			—			—			—			—			—
Outplacement Services		$	7,500					$	10,000
Total		$	874,834		$	290,895		$	2,250,828		$	2,394,370		$	1,594,370
ROBERT ATKINSON
Base Benefit		$	1,248,000
Bonus (Corporate Performance and Personal)		$	907,657		$	907,657					$	907,657		$	907,657
Restricted Stock Units								$	999,979
Performance Stock Units		$	3,376,358		$	3,376,358		$	1,514,365		$	3,376,358		$	3,376,358
Change of Control Payment								$	3,480,686
Accelerated Vesting of Restricted Stock Units		$	666,700					$	1,529,469		$	1,529,469		$	1,529,469
Incremental Non-Qualified Pension			—			—			—			—			—
Health Care Benefits and Life Insurance Coverage		$	88,875					$	88,875
Life Insurance Proceeds											$	1,500,000
Disability Coverage			—			—			—			—			—
Outplacement Services		$	7,500					$	10,000
Total		$	6,295,090		$	4,284,015		$	7,623,374		$	7,313,484		$	5,813,484

2023 Proxy Statement 91

TABLE OF CONTENTS

Additional Benefits and Tables

NEO	TERMINATION NOT FOR CAUSE ($)			CHANGE OF CONTROL (CIC) ($)			TERMINATION AFTER CIC ($)			DEATH ($)			DISABILITY ($)
NANCY LIPSON
Base Benefit		$	862,500
Bonus (Corporate Performance and Personal)		$	488,750		$	488,750					$	488,750		$	488,750
Restricted Stock Units								$	499,990
Performance Stock Units		$	1,723,319		$	1,723,319		$	757,182		$	1,723,319		$	1,723,319
Change of Control Payment								$	2,127,500
Accelerated Vesting of Restricted Stock Units		$	377,694					$	816,466		$	816,466		$	816,466
Incremental Non-Qualified Pension			—			—			—			—			—
Health Care Benefits and Life Insurance Coverage		$	42,887					$	91,676
Life Insurance Proceeds											$	1,150,000
Disability Coverage			—			—			—			—			—
Outplacement Services		$	7,500					$	10,000
Total		$	3,502,650		$	2,212,069		$	4,302,814		$	4,178,535		$	3,028,535
PETER TOTH
Base Benefit (1)		$	812,500
Bonus (Corporate Performance and Personal) (1)		$	650,000		$	650,000					$	650,000		$	650,000
Restricted Stock Units								$	633,330
Performance Stock Units		$	—		$	—		$	—		$	—		$	—
Change of Control Payment								$	1,922,576
Accelerated Vesting of Restricted Stock Units		$	601,045					$	4,139,440		$	4,139,440		$	4,139,440
Incremental Non-Qualified Pension			—			—			—			—			—
Health Care Benefits and Life Insurance Coverage		$	32,116					$	39,031
Life Insurance Proceeds											$	1,300,000
Disability Coverage			—			—			—			—			—
Outplacement Services		$	7,500					$	10,000
Total		$	2,103,161		$	650,000		$	6,744.377		$	6,089,440		$	4,789,440

(1)

Given July 2022 start date, target base pay vs. Summary Compensation Table base pay value used for basis of calculation to provide for a more representative estimate.

Note: Ms. Buese resigned before year-end. Given the hypothetical payments are as of year-end, Ms. Buese would receive $0 for each scenario.

92 Newmont Corporation

TABLE OF CONTENTS

Additional Benefits and Tables

Pay Ratio of CEO to Median Employee

As required by and in accordance with Section 953(b) of the Dodd — Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following disclosure summarizes the relationship of the annual total compensation of the median employee from among our employees (other than the CEO) and the annual total compensation of the CEO.

The same median employee as used in the 2021 and 2022 Proxy was selected for the 2023 Proxy pay ratio analysis. The Company has determined that the 2022 annual total compensation of the median compensated employee was $73,728. For 2022, the annual total compensation for the Company’s CEO, Mr. Palmer, as reported in the summary compensation table was $13,654,538. Mr. Palmer’s total compensation is 185 times (or a ratio of 185 to 1) that of the estimated median compensated Newmont employee. This pay ratio is a reasonable estimate calculated in accordance with SEC rules based on our payroll and employment records.

The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, exclusions, and assumptions that reflect their compensation practices. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, even those in a related industry or of a similar size and scope. Other companies may have different employment practices, regional demographics, or may utilize different methodologies and assumptions in calculating their pay ratios.

To identify the median compensated employee for the 2021 Proxy, the Company used a consistently applied compensation measure (“CACM”), defined as base salary excluding overtime and other incentives, which provides a reasonable estimate of compensation received. Salaries were annualized for employees (other than seasonal and temporary employees) starting employment in 2020, but not adjusted for part-time status. Local currency was consistently converted as of November 16, 2020, using the 2020 year-to-date exchange rates. No cost-of-living adjustments were applied. A small group of employees in two geographic locations (less than 0.5% of the total employee population) were excluded for data quality purposes. To arrive at the median employee for Newmont, actual total compensation of all selected employees was calculated in alignment with the method for calculating NEO total compensation. The Company used a statistical sampling methodology to identify all employees whom the Company expected to be paid within a 0.1% range of the median. The Company selected the representative employee from that group for purposes of calculating the ratio of CEO pay to median employee pay.

2023 Proxy Statement 93

TABLE OF CONTENTS

Additional Benefits and Tables

Pay Versus Performance Table

As required by and in accordance with Section 953(a) of the Dodd — Frank Wall Street Reform and Consumer Protection Act, the following disclosure summarizes the relationship between the executive compensation actually paid by the Company and the financial performance of Newmont over a three-year performance period.

YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1)			COMPENSATION ACTUALLY PAID TO PEO (1)			AVERAGE SUMMARY COMPENSATION TABLE FOR NON-PEO NEOS (2)			AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (2)			VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:						NET INCOME (M) (4)			CPB COMPANY ADJUSTED EBITDA (M) (5)
YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1)			COMPENSATION ACTUALLY PAID TO PEO (1)			AVERAGE SUMMARY COMPENSATION TABLE FOR NON-PEO NEOS (2)			AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (2)			TOTAL SHARE- HOLDER RETURN			PEER GROUP TOTAL SHARE- HOLDER RETURN (3)			NET INCOME (M) (4)			CPB COMPANY ADJUSTED EBITDA (M) (5)
2022		$	13,654,538		$	3,407,020		$	4,506,729		$	1,907,706		$	119.35		$	121.33		$	( 369 )		$	3,562
2021		$	12,667,106		$	15,415,524		$	3,922,861		$	3,707,302		$	150.69		$	128.18		$	233		$	4,519
2020		$	12,202,285		$	14,852,971		$	4,943,217		$	7,252,318		$	140.28		$	123.67		$	2,791		$	4,059

(1)

In his capacity as Chief Executive Officer, Mr. Palmer is included as our PEO for 2022, 2021, and 2020. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details.

(2)

In 2022, the Non-PEO NEOs comprises Mr. Tabolt (prorated based on November 1 Acting CFO start date), Mr. Atkinson, Ms. Lipson, Mr. Toth (prorated based on July 1 hire date), and Ms. Buese (prorated based on November 1 CFO end date). In 2021, the Non-PEO NEOs comprises Ms. Buese, Mr. Atkinson, Mr. Gottesfeld, and Ms. Lipson. In 2020, the Non-PEO NEOs comprises Ms. Buese, Mr. Atkinson, Mr. Engel, and Mr. Gottesfeld. See Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table for additional details.

(3)

Peer Group TSR is market cap weighted and comprises the following companies (peers published in Newmont’s 2022 Annual Report): Agnico Eagle Mines Ltd (AEM US); Anglogold Ashanti Ltd (AU US); Freeport (FCX US), Gold Fields Ltd (GFI US); Barrick Gold Corp (GOLD US); Harmony Gold Mining Co Ltd (HMY US); Kinross Gold Corp (KGC US), and Newcrest Mining Ltd (NCM AU).

(4)

Represents Company Net Income as disclosed in respective year’s Newmont’s Annual Report on Form 10-K .

(5)

“CPB Adjusted” measures as used in this Compensation Discussion & Analysis refers to such Corporate Performance Bonus Measures. Details of the reconciliation can be found in Annex A-1.

94 Newmont Corporation

TABLE OF CONTENTS

Additional Benefits and Tables

Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

ADJUSTMENTS (6)(7) (8)		PEO									OTHER NEO AVERAGE
ADJUSTMENTS (6)(7) (8)		2022			2021			2020			2022			2021			2020
Summary Compensation Table Total			$	13,654,538		$	12,667,106		$	12,202,285		$	4,506,729		$	3,922,861		$	4,943,217
Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table	(-)		$	10,132,164		$	8,566,067		$	7,659,869		$	2,505,973		$	2,287,820		$	2,639,891
Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table	(-)		$	-		$	-		$	-		$	-		$	-		$	-
Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding	(+)		$	6,409,104		$	10,094,687		$	9,490,638		$	1,615,465		$	2,696,083		$	3,270,846
Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY	(+)		$	-		$	-		$	-		$	-		$	-		$	-
Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding	(+)		$	( 6,161,789 )		$	3,757,541		$	2,114,057		$	( 1,355,096 )		$	672,482		$	1,179,673
Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY	(+)		$	( 1,432,304 )		$	( 2,698,509 )		$	( 1,096,571 )		$	( 574,690 )		$	( 1,357,393 )		$	863,441
Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions	(-)		$	-		$	291,792		$	-		$	-		$	116,408		$	-
Addition in respect of any dividends accrued or other earnings paid during applicable FY prior to vesting date of underlying award	(+)		$	806,513		$	769,710		$	305,363		$	128,864		$	246,121		$	163,566
Addition of incremental fair value of in respect of any options or SARS modified during the FY	(+)		$	-		$	-		$	-		$	-		$	-		$	-
Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table	(-)		$	66,595		$	606,521		$	602,107		$	31,278		$	241,736		$	741,074
Addition for the Service Cost attributable to services rendered during the FY	(+)		$	329,717		$	289,369		$	99,175		$	123,685		$	173,112		$	212,540
Addition for the prior Service Cost in respect of a plan amendment or initiation during the FY	(+)		$	-		$	-		$	-		$	-		$	-		$	-
Compensation Actually Paid			$	3,407,020		$	15,415,524		$	14,852,971		$	1,907,706		$	3,707,302		$	7,252,318

(6)

Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for restricted stock units represents the sum of changes in fair value during the fiscal year. The fair market values at the end of the fiscal years were December 30, 2022= $ 47.20 ; December 31,2021= $ 62.02 ; December 31, 2020= $ 59.89 ; and December 31, 2019= $ 43.45 . The restricted stock unit awards vest pro-ratably over three years. See the Compensation Discussion and Analysis for a description of this award and the rationale. The fair market values per share for restricted stock units on the following vest dates are as follows: 2/25/2020 = $ 50.07 , 2/26/2020 = $ 49.17 , 2/27/2020 = $ 48.30 , 7/27/2020 = $ 69.20 , 7/28/2020 = $ 68.23 , 2/22/2021 = $ 57.12 , 2/24/2021 = $ 56.76 , 2/25/2021 = $ 56.63 , 2/26/2021 = 55.01 , 7/26/2021 = $ 60.59 , 2/22/2022 = $ 67.67 , 2/24/ 2022 = $ 67.90 , 2/25/2022 = $ 67.07 , 7/26/2022 = $ 44.59 (2020 Plan) and $ 45.81 (2013 Plan).

(7)

Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid. Adjustment for performance stock units represents the sum of changes in fair value during the fiscal year. The performance stock unit awards vest with a three-year cliff. Pursuant to ASC 718, the grant date fair value of Performance Stock Units (“PSU”) is determined by multiplying the target number of shares by a Monte Carlo calculation model which determined a grant date fair value for the 2017 to 2020 program, 2019 fair value = $ 52.21 and 2/27/2020 vest date fair market value = $ 48.30 ; 2018 to 2021 program, 2019 fair value = $ 40.89 , 2020 fair value = $ 52.33 , and 2/26/2021 vest date fair market value = $ 55.01 ; for the 2019 to 2022 program 2019 fair value = $ 47.24 , 2020 fair value = $ 71.44 , 2021 fair value = $ 98.67 , and 2/25/2022 vest date fair market value = $ 67.07 ; for the 2020 to 2023 program 2020 fair value = $ 74.67 , 2021 fair value = $ 107.46 , and 2022 fair value = $ 89.85 ; for the 2021 to 2024 program 2021 fair value = $ 80.06 and 2022 fair value = $ 57.58 ; and for the 2022 to 2025 program 2022 fair value = $ 46.14 . The Monte Carlo model is further described in the Newmont’s Annual Report on Form 10-K for the year ended December 31, 2022. The maximum value of the Performance Stock Units is 200 % of target. See the Compensation Discussion and Analysis for a description of this award and the rationale.

(8)

The total pension benefit adjustments for each applicable year includes the aggregate of two components: (i) the actuarially determined service cost for services rendered during the applicable year (“service cost”), and (ii) the entire cost of benefits

2023 Proxy Statement 95

TABLE OF CONTENTS

Additional Benefits and Tables

granted in a plan amendment during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment (“prior service cost”), which was $ 0 , in each case calculated in accordance with U.S. GAAP using the same methodologies the Company uses for its financial statements. Service cost for fiscal 2022 for the Qualified Plan was remeasured due to the settlement accounting required from the retiree annuity purchase on March 25, 2022. The discount rate used for determining the service cost reflected 3.03 % from January 1, 2022, through March 25, 2022, and 4.09 % from March 26, 2022 through December 31, 2022. The amount of service cost was $ 0 for Mr. Tabolt for 2022, 2021, and 2020, Mr. Atkinson for 2021 and 2020, Mr. Toth for 2022, 2021, and 2020, Mr. Gottesfeld for 2022, and Mr. Engel for 2022 and 2021 due to ineligibility to participate in our Pension Plan and Pension Equalization Plan and be included in relevant census data for each respective year, based on the same methodologies that the Company uses to compute service cost for its financial statements under U.S. GAAP. All assumptions are consistent with those used in our preliminary expense letters issued for fiscal years 2020, 2021, and 2022 issued March 16, 2020, March 8, 2021, and February 24, 2022 and April 5, 2022, respectively.

Compensation Actually Paid Versus Company Performance

Executive compensation is linked strongly to the financial and operational performance of the business, with a majority of annual target compensation being variable and at risk. In 2022, 88.5 % of the total target compensation for the principal executive officer (PEO) and 78.7 % of non-PEO NEO pay, on average, was at risk and tied to performance measures that impact shareholder return, including CPB adjusted EBITDA.

The following chart provide a clear visual description of the relationship between Compensation Actually Paid and CPB adjusted EBITDA included in the Pay Versus Performance table above.

2022 Tabular List of Financial Performance Measures

	Absolute Total Shareholder Return (TSR)
	Company Performance Bonus Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (CPB Adjusted EBITDA)
	Relative Total Shareholder Return (rTSR)

96 Newmont Corporation

TABLE OF CONTENTS

Additional Benefits and Tables

Key Definitions for the Compensation Discussion and Analysis

Capitalized terms, not otherwise defined in this CD&A, have the meaning ascribed below:

	2023 Meeting			2023 Annual Meeting of Shareholders of Newmont
	ASC			Accounting Standards Codification
	AUD			Australian Dollar
	Board or Board of Directors			Board of Directors of Newmont
	BRG			Business Resource Group
	CACM			Consistently Applied Compensation Measure
	CCV			Critical Control Verification; delivery of a target number of fatality risk management-based verifications
	CD&A			Compensation Discussion & Analysis
	CEO			Chief Executive Officer
	CFO			Chief Financial Officer
	Committee			In the CD&A section, Leadership Development and Compensation Committee
	Company			Newmont and its consolidated subsidiaries; all reference to “we,” “us,” and “our” refer to the Company
	Compensation Reference Peer Group			Peer group used for market comparisons, benchmarking, and setting executive and director compensation
	CPB Adjusted CSC/ GEO			Company performance bonus adjusted non-GAAP measure of Cash Sustaining Costs per Gold Equivalent Ounce — see Annex A-2 for additional information
	CBP Adjusted Free Cash Flow			Company performance bonus adjusted non-GAAP measure to analyze cash flows generated from operations
	CBP Adjusted ROCE			Company performance bonus adjusted non-GAAP measure to analyze Return on Capital Employed
	DJSI			Dow Jones Sustainability Index
	DSU			Director Stock Units
	CBP Adjusted EBITDA			Company performance bonus adjusted non-GAAP measure to analyze Earnings Before Interest, Taxes, Depreciation, and Amortization
	ELT			Executive Leadership Team
	ESG			Environmental, Social and Governance
	EVP			Executive Vice President
	FASB			Financial Accounting Standards Board

	Fatigue and Wellbeing Risk Reduction			Development, establishment, and execution of action plans targeting fatigue and health
	FW Cook			Frederic W. Cook & Co., Inc.; Newmont LDCC’s independent compensation consultant
	GDX			VanEck Gold Miners exchange-traded fund
	ICMM			International Council on Mining and Metals
	LTI			Long-Term Incentive
	LTIP			Long-Term Incentive Program
	NEO			Named Executive Officer
	NYSE			New York Stock Exchange
	PBGC			Pension Benefit Guaranty Corporation
	PEO			Principal Executive Officer
	PEP			Pension Equalization Plan
	PPE			Personal Protective Equipment
	PSU			Performance Stock Unit
	Relative TSR or rTSR			Percentile ranking against the TSR Peer Group of Newmont stock price appreciation, plus dividends paid
	Reserves			Number of gold ounces in reserve economically feasible to mine based on extensive drilling, sampling, mine modelling, and metallurgical testing — see Annex A-2 for additional information
	Resources			Number of gold ounces for which there are reasonable prospects for economic extraction — resources are not yet established to the level required for reserve reporting — see Annex A-2 for additional information
	RMS			Risk Management System
	RSU			Restricted Stock Unit
	S&P 500			Standard and Poor’s 500
	STIP			Short-Term Incentive Program annual cash bonus plan
	SEC			United States Securities and Exchange Commission
	TCFD			Task Force on Climate-related Financial Disclosures
	TSR			Total Shareholder Return
	TSR Peer Group			Peer group used to measure relative TSR performance within the performance share program
	TTDC			Total Target Direct Compensation
	USD			United States Dollar

2023 Proxy Statement 97

TABLE OF CONTENTS

Report of the Leadership Development and Compensation Committee on Executive Compensation

The Leadership Development and Compensation Committee of the Board of Directors (the “LDCC”) is composed entirely of Directors who are not officers or employees of the Company or any of its subsidiaries, and are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The LDCC has adopted a Charter that describes its responsibilities in detail, and the LDCC and Board review and assess the adequacy of the Charter on an annual basis. The LDCC has the responsibility of taking the leadership role with respect to the Board’s responsibilities relating to compensation of the Company’s key employees, including the Chief Executive Officer, the Chief Financial Officer, and the other executive officers. Additional information about the LDCC’s role in corporate governance can be found in the LDCC’s Charter, available on the Company’s website at http://www.newmont.com/about-us/governance-and-ethics/.

The LDCC has reviewed and discussed with management the Company’s Compensation Discussion and Analysis (CD&A) section of this Proxy Statement. Based on such review and discussions, the LDCC has recommended to the Board of Directors that the CD&A section be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

This Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates such Report by specific reference.

Submitted by the following members of the LDCC of the Board of Directors:

Julio M. Quintana, Chair
Gregory H. Boyce
Maura J. Clark
Mary A. Laschinger

98 Newmont Corporation

TABLE OF CONTENTS

Proposal Three — Ratification of Appointment of Independent Registered Public Accounting Firm

Newmont’s Audit Committee of the Board of Directors evaluates the selection of independent auditors each year and has selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. In September 2014, the Company formally engaged EY as its independent registered public accounting firm for the fiscal year ended December 31, 2015. EY has continued to serve as the Company’s independent registered public accounting firm since that time.

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm retained to audit the Company’s consolidated financial statements. In accordance with its commitment to sound corporate governance practices, the Audit Committee reviews whether it is in the Company’s best interests to rotate the Company’s independent registered public accounting firm (“independent auditor”). In fulfilling its oversight responsibility, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent auditor, including the scope of the audit, audit fees, auditor independence matters, performance of the independent auditors and the extent to which the independent auditor may be retained to perform non-audit services. The Audit Committee and its Chair are also directly involved with the selection, review and evaluation of the lead engagement partner and the negotiation of audit fees. The Audit Committee reviews the performance of the independent auditor annually. In conducting its review, the Audit Committee considers, among other things:

▶

the professional qualifications and effectiveness of EY, the lead audit partner and other key engagement partners

▶

EY’s historical and recent performance on the Company’s audit, including the extent and quality of EY’s communications with the Audit Committee

▶

an analysis of EY’s known legal risks and significant proceedings that may impair its ability to perform the Company’s annual audit

▶

data relating to audit quality and performance, including the most recent Public Company Accounting Oversight Board (“PCAOB”) reports on EY and its peer firms

▶

the appropriateness of EY’s fees

▶

EY’s independence policies and its processes for maintaining its independence

▶

EY’s tenure as the Company’s independent auditor and its depth of understanding of the Company’s global business, operations and systems, accounting policies and practices, including the potential effect on the financial statements of the major risks and exposures facing the Company, and internal control over financial reporting

▶

EY’s demonstrated professional integrity and objectivity, including through rotation of the lead audit partner and other key engagement partners

▶

EY’s capability, expertise and efficiency in handling the breadth and complexity of the Company’s global operations, including of the lead audit partner and other key engagement partners

▶

the advisability and potential impact of selecting a different independent public accounting firm

As a result of its evaluation of EY’s qualifications, performance and independence, the Board and the Audit Committee believe that the continued retention of EY to serve as the Company’s independent auditor for the year ending December 31, 2023, is in the best interests of the Company and its stockholders. As a matter of good corporate governance, the Board and the Audit Committee submit the selection of the independent auditor to our stockholders for ratification in connection with the 2023 Annual Meeting. If the selection of EY is not ratified by a majority of the shares of common stock present or represented at the Annual Meeting and entitled to vote on the matter, the Audit Committee will review its selection of an independent auditor in light of that vote result. Even if this appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent auditor at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its stockholders.

We expect that a representative of EY will attend the Annual Meeting, and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

			FOR
			The Board of Directors unanimously recommends that you vote FOR the ratification of Ernst and Young LLP as Newmont’s independent registered public accounting firm for the fiscal year ended December 31, 2023.

2023 Proxy Statement 99

TABLE OF CONTENTS

Proposal Three — Ratification of Appointment of Independent Registered Public Accounting Firm

Independent Auditors Fees

The following table discloses the fees for professional services provided by Ernst & Young (EY) in each of the last two fiscal years.

	2022			2021
Audit Fees (1)		$	7,538,500		$	7,058,210
Audit-Related Fees (2)		$	293,000		$	370,300
Tax Fees (3)		$	365,000		$	283,250
All Other Fees (4)		$	27,000		$	21,000
Total (5)		$	8,223,500		$	7,732,760

(1)

Audit Fees were primarily for professional services rendered for the audits of the consolidated financial statements and internal controls over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, the review of documents filed with the SEC, consents, comfort letters and financial accounting and reporting consultations.

(2)

Audit-Related Fees were primarily for professional services rendered for other attest services, employee benefit plan audits, accounting consultations and audits in connection with acquisitions, and attest services related to financial reporting that are not required by statute or regulation.

(3)

Tax Fees were for professional services related to general tax consultation, tax advisory, tax compliance and international tax matters.

(4)

All Other Fees were for the use of EY’s proprietary research tools.

(5)

The Audit Committee has determined that the provision of the services described above is compatible with maintaining the independence of our independent registered public accounting firm. The Audit Committee carefully reviews the scope of the audit and fees for audit and non-audit services and will continue to do so.

The Audit Committee has established procedures for engagement of the Company’s independent registered public accounting firm to perform services other than audit, review and attest services.

In order to safeguard the independence of the Company’s independent registered public accounting firm, for each engagement to perform such non-audit service, (a) management and EY affirm to the Audit Committee that the proposed non-audit service is not prohibited by applicable laws, rules or regulations; (b) management describes the reasons for hiring EY to perform the services; and (c) EY affirms to the Audit Committee that it is qualified to perform the services.

The Audit Committee pre-approves, and reviews audit and non-audit services performed by EY as well as the fees charged by EY for such services and is provided with quarterly reporting on actual spending. The Audit Committee has delegated to its Chair its authority to pre-approve such services in limited circumstances, and any such pre-approvals are reported to the Audit Committee at its next regular meeting and ratified. In its pre-approval and review of non-audit service fees, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditors’ independence. All services provided by EY in 2021 and 2020 were permissible under applicable laws, rules and regulations and were pre-approved by the Audit Committee in accordance with its procedures. The Audit Committee considered the amount of non-audit services provided by EY in assessing its independence.

For additional information concerning the Audit Committee and its activities with EY, see “Corporate Governance” and “Report of the Audit Committee” in this Proxy Statement.

100 Newmont Corporation

TABLE OF CONTENTS

Report of the Audit Committee

The Audit Committee of the Board of Directors is composed entirely of Directors who are not officers or employees of the Company or any of its subsidiaries and are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Audit Committee has adopted a Charter that describes its responsibilities in detail. The Charter is available on the Company’s website at http://www.newmont.com/about-us/governance-and-ethics/.

The primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations, and ethics, rests with the management of the Company. The Audit Committee’s primary purpose is to oversee the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and corporate policies and controls, the independent auditor’s selection, compensation, retention, qualifications, performance, objectivity and independence, the performance of the Company’s internal audit function, treasury and finance matters and enterprise risk management, privacy and data security. The Audit Committee reviews the financial information that will be provided to the stockholders and others, the systems of internal controls that management and the Board have established, and the audit, accounting and financial reporting process. Additional information about the Audit Committee’s role in corporate governance can be found in the Audit Committee’s Charter.

The Audit Committee has reviewed and discussed with management and EY, the Company’s independent auditors, the audited financial statements of the Company for the fiscal year ended December 31, 2022, and the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and independent registered public accounting firm’s audit of internal control over financial reporting as of December 31, 2022.

The Audit Committee has discussed with EY the matters required to be discussed by the applicable Public Company Accounting Oversight Board (“PCAOB”) rules, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements. The Audit Committee has received and reviewed the disclosure and letter required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed EY’s independence with them, and considered whether the non-audit services provided by the independent registered public accounting firm to the Company are compatible with maintaining the firm’s independence.

The Company also has an internal audit department that reports to the Audit Committee. The Audit Committee reviews and approves the internal audit plan at least once a year and receives updates of internal audit results throughout the year. The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee met regularly with the internal auditors and the independent registered public accounting firm to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the Securities and Exchange Commission.

Submitted by the members of the Audit Committee of the Board of Directors:

Bruce R. Brook, Chair
René Médori
Susan N. Story

The Report of the Audit Committee does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Report of the Audit Committee by reference therein.

2023 Proxy Statement 101

TABLE OF CONTENTS

Proposal Four — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

Background of the Proposal. In accordance with the Dodd-Frank Act, companies are required to provide a separate non-binding stockholder advisory vote on the compensation of our named executive officers once every six years to determine whether the stockholders’ say-on-pay vote should occur every year, every two years or every three years. This proposal is commonly known as a “Say When on Pay” or “Frequency” proposal. Our last “Say When on Pay” vote was held in 2017 and our stockholders voted in favor of annual frequency at that time.

Frequency Vote on Say on Pay. We believe that it is important that our executive compensation program directly links executive compensation to our financial performance and align the interests of our executive officers with those of our stockholders. The Board of Directors believes that giving our stockholders the right to cast an advisory Say on Pay vote is a good corporate governance practice and provides the Company with valuable stockholder input on our compensation philosophy, policies and practices.

The Board of Directors and the LDCC value the opinion of our stockholders and will take into account the outcome of the vote when considering the frequency of the advisory vote. Because this Frequency vote is advisory, however, it is non-binding on the Company and the Board of Directors may decide it is in the best interests of the Company and the stockholders to hold an advisory Say on Pay vote on executive compensation more or less frequently than the option approved by our stockholders.

The recommendation of the Board of Directors appears below and aligns with the feedback that the Company received following the last Frequency vote in 2017. In connection with this year’s voting, stockholders may specify one of four choices for this Proposal Four on the proxy card: three years, two years, one year or abstain. Stockholders are not voting to approve or disapprove the Board of Director’s recommendation.

			FOR ANNUAL FREQUENCY
			THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE TO HOLD A VOTE FOR A ONE-YEAR FREQUENCY FOR THE NON-BINDING ADVISORY STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

102 Newmont Corporation

TABLE OF CONTENTS

Beneficial Ownership of Common Stock

Management

As of February 27, 2023, the Directors and executive officers of the Company as a group beneficially owned, in the aggregate, 855,302 shares of the Company’s outstanding capital stock, constituting, in the aggregate, less than 1% of the Company’s outstanding capital stock.

No Director or executive officer (a) beneficially owned more than 1% of the outstanding shares of the Company’s common stock or (b) shares voting power in excess of 1% of the voting power of the outstanding capital stock of the Company. Each Director and executive officer have sole voting power and dispositive power with respect to all shares beneficially owned by them, except as set forth below.

The following table sets forth the beneficial ownership of common stock as of February 27, 2023, held by (a) each then current Director and nominee; (b) the Chief Executive Officer, the Chief Financial Officer and each of the other highly compensated executive officers (the “Named Executive Officers”); and (c) all then current Directors and executive officers as a group. The address for each of the named individuals below is c/o Newmont Corporation, 6900 E Layton Avenue, Suite 700, Denver, Colorado 80237 USA.

NAME OF BENEFICIAL OWNER	COMMON STOCK		RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DIRECTOR STOCK UNITS (1)(2)		OPTION SHARES (3)		BENEFICIAL OWNERSHIP TOTAL (4)
Non-Employee Directors
Patrick G. Awuah, Jr.		—		5,303		—		5,303
Gregory H. Boyce		—		33,648		—		33,648
Bruce R. Brook		24,933		21,205		—		46,138
Maura J. Clark		—		7,912		—		7,912
Emma FitzGerald		—		3,759		—		3,759
Mary A. Laschinger		—		3,759		—		3,759
José Manuel Madero		—		5,303		—		5,303
René Médori		—		16,495		—		16,495
Jane Nelson		—		46,138		—		46,138
Julio M. Quintana		—		33,648		—		33,648
Susan N. Story		—		6,788		—		6,788
Named Executive Officers
Tom Palmer		210,752		14,937		—		225,689
Brian Tabolt		1,374		1,397		—		2,771
Robert Atkinson		48,978		5,035		—		54,013
Nancy Lipson		24,138		2,517		—		26,655
Peter Toth		0		0		—		0
Nancy Buese (5)		29,155		0		—		29,155
All Directors and executive officers as a group, including those named above (21 persons)		339,330		207,844		—		547,174

(1)

For 2022, director stock units (“DSUs”) were awarded to all non-employee Directors under Newmont’s Stock Incentive Compensation Plans. The DSUs represent the right to receive shares of common stock and are immediately fully vested and non-forfeitable. The holders of DSUs do not have the right to vote the underlying shares; however, the DSUs accrue dividend equivalents, which are paid at the time the common shares are issued. Upon retirement from the Board of Directors, the holder of DSUs is entitled to receive one share of common stock for each DSU. The amounts noted in this column for non-employee Directors represent DSUs.

2023 Proxy Statement 103

TABLE OF CONTENTS

Beneficial Ownership of Common Stock

(2)

Restricted Stock Units (“RSUs”) of the Company’s common stock granted after April 25, 2013, are awarded under the Company’s 2013 Stock Incentive Compensation Plan, and after May 6, 2020, under the Company’s 2020 Stock Incentive Compensation Plan. The RSUs do not have voting rights and are subject to forfeiture risk and other restrictions. The RSUs accrue dividend equivalents, which are paid at the time the units vest and common stock is issued. Includes shares underlying RSUs vesting within 60 days after February 27, 2023. This column does not include RSUs that vest more than 60 days after February 27, 2023.

(3)

Includes shares of the Company’s common stock that the executive officers have the right to acquire through stock option exercises within 60 days after February 27, 2023.

(4)

The “Percentage of Class” data are omitted in the table since every director and officer, and all directors and officers as a group, own less than 1% of the outstanding shares.

(5)

Ms. Buese’s ownership includes 29,155 shares held in the Timothy J. and Nancy K. Buese Revocable Trust. Ms. Buese forfeited all outstanding awards upon departure.

Certain Other Beneficial Owners

Based on Schedule 13G filings under Section 13(d) of the Securities Exchange Act of 1934, available as of February 27, 2023, the only known beneficial owners of more than 5% of Newmont Corporation’s outstanding common stock were the following.

	Shares Beneficially Owned
Name and Address of Beneficial Owner	Number		Percent
BlackRock, Inc. (1) 55 East 52nd Street New York, NY 10055		92,123,660		11.6 %
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 19355		69,210,466		8.7 %
State Street Corporation (3) One Lincoln Street Boston, MA 02111		40,484,102		5.1 %

(1)

Based solely upon information contained in the most recent filed Schedule 13G/A of BlackRock, Inc., filed with the SEC on January 23, 2023, reflecting beneficial ownership as of December 31, 2023. According to this Schedule 13G/A, BlackRock, Inc. had sole voting power for 84,615,201 of these shares, no shared voting power, sole dispositive power for 92,123,661 of these shares and no shared dispositive power.

(2)

Based solely upon information contained in the most recent filed Schedule 13G/A of The Vanguard Group, filed with the SEC on February 9, 2023, reflecting beneficial ownership as of December 30, 2022. According to this Schedule 13G/A, The Vanguard Group had no sole voting power, shared voting power for 1,133,153 of these shares, sole dispositive power for 65,816,674 of these shares and shared dispositive power for 3,393,792 of these shares.

(3)

Based solely upon information contained in the most recent filed Schedule 13G/A of State Street Corporation, filed with the SEC on February 7, 2023, reflecting beneficial ownership as of December 31, 2022. According to this Schedule 13G/A, The State Street Corporation had no sole voting power, shared voting power for 34,490,841 of these shares, no sole dispositive power and shared dispositive power for 40,286,588 of these shares.

Delinquent Section 16(a) Reports

Pursuant to Section 16(a) of the Exchange Act and the rules issued thereunder, our executive officers and directors and any persons holding more than 10% of our common stock are required to file with the SEC and the NYSE reports of initial ownership of our common stock and changes in ownership of such common stock. Copies of the Section 16 reports filed by our directors and executive officers are required to be furnished to us. Based solely on our review of the copies of the reports furnished to us, or written representations that no reports were required, we believe that, during fiscal 2022, all of our executive officers and directors complied with the Section 16(a) requirements

104 Newmont Corporation

TABLE OF CONTENTS

General Information

This Proxy Statement is furnished to the stockholders of Newmont in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) to be voted at the Company’s 2023 Annual Meeting of Stockholders to be held on Thursday, April 26, 2023 (the “Annual Meeting”).

The Annual Meeting is being held for the purposes set forth in the accompanying Notice of 2023 Annual Meeting of Stockholders. The Proxy Statement, proxy card and 2022 Annual Report to Stockholders are being made available to stockholders on or about March 9, 2023.

Newmont Corporation is referred to as “Newmont,” “Newmont Mining,” the “Company,” the “Corporation,” “we” and “our” in this Proxy Statement.

Stockholders Entitled to Vote

Only stockholders of record of Newmont’s common stock, par value $1.60 per share, at the close of business on Monday, February 27, 2023, (the “Record Date”) are entitled to notice of and to vote at the 2023 Annual Meeting or any adjournment thereof. As of the Record Date, there were 794,508,500 shares issued and outstanding.

2023 Proxy Statement 105

TABLE OF CONTENTS

General Information

Voting Your Shares

Newmont Common Stock. Each share of common stock that you own entitles you to one vote. Your Notice or proxy card shows the number of shares of common stock that you own. You may elect to vote in one of the following methods:

				If you received a Notice of Internet Availability of Proxy Materials, you can access our proxy materials and vote online. Instructions to vote online are provided in the Notice. Online Prior to the Meeting — You may vote by proxy on-line prior to the meeting by visiting www.envisionreports.com/ NEM and entering the control number found in your Notice of Internet Availability. The availability of online voting may depend on the voting procedures of the organization that holds your shares. Online During the Annual Meeting — You may also vote online during the Annual Meeting by visiting https://meetnow.global/MFSCLWY, entering the control number found in your Notice of Internet Availability, and following the on-screen instructions. The availability of online voting may depend on the voting procedures of the organization that holds your shares. The meeting webcast will begin promptly at 7:30 a.m. Mountain Daylight Time. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your system. If you experience technical difficulties during the check-in process or during the meeting, please call: 1-888-724-2416 in US & Canada (toll free) or +1-781-575-2748 for all other locations for assistance.
				By Telephone — You may vote your shares by calling the telephone number specified on your proxy card. You will need to follow the instructions on your proxy card and the voice prompts. The availability of phone voting may depend on the voting procedures of the organization that holds your shares.
				By Mail — If you have received or requested a paper copy of the proxy materials, please date and sign the proxy card and return it promptly in the accompanying envelope. The availability of phone voting may depend on the voting procedures of the organization that holds your shares.

Even if you plan on attending the Annual Meeting virtually, we encourage you to vote your shares in advance online, by phone, or by mail to ensure that your vote will be represented at the Annual Meeting.

If you wish to change your vote — You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting.

▶

Online Prior to the Annual Meeting — You may change your vote using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted.

▶

Online During the Annual Meeting — You may change your vote by attending the Annual Meeting by visiting https://meetnow.global/MFSCLWY, entering the control number found in your Notice of Internet Availability, and following the instructions to vote, in which case only your latest internet proxy submitted will be counted.

▶

Phone — You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted.

▶

Mail — You may revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, in which case only your latest proxy card or voting instruction form received prior to the Annual Meeting will be counted.

106 Newmont Corporation

TABLE OF CONTENTS

General Information

If you hold Newmont Common Stock at your Broker — If your shares are held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice or proxy materials, as applicable, are being forwarded to you by that organization. Your Voting Instruction Form from Broadridge or your Notice provides information on how to vote your shares. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on “routine” matters such as ratification of auditors but cannot vote on “non-routine” matters, including the Election of Directors unless you have provided specific instructions to do so. Thus, if the organization that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Quorum, Tabulation and Broker Non-Votes and Abstentions

Quorum. The holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the meeting. For purposes of determining the presence of a quorum, “shares of capital stock of the Company” include all shares of common stock entitled to vote at the Annual Meeting.

Tabulating Votes and Voting Results . Votes at the Annual Meeting will be tabulated by one or more inspectors of election who will be appointed by the Chair of the meeting and who will not be candidates for election to the Board of Directors. The inspectors of election will treat shares of capital stock represented by a properly signed and returned proxy as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Broker Non-Votes and Abstentions. Abstentions and broker non-votes as to particular matters are counted for purposes of determining whether a quorum is present at the Annual Meeting. Except with respect to the Election of Directors, where abstentions are excluded, abstentions have the same effect as votes against proposals presented to stockholders. With respect to the Election of Directors, abstentions are not counted as votes cast and therefore will have no effect in determining whether the required majority vote has been attained. A broker non-vote occurs when a nominee holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions to do so from the beneficial owner. Other than with respect to the ratification of the appointment of our independent registered public accounting firm (Proposal Three), broker non-votes will not be counted as votes cast (with respect to Proposal One, Election of Directors), or as present and entitled to vote on the proposal (with respect to Proposal Two, the advisory vote to approve named executive officer compensation, or Proposal Four, the advisory vote to approve the frequency of stockholder vote on executive compensation). Broker non-votes will be counted as present and entitled to vote for the purposes of Proposal Four and will therefore have the same effect as a vote against the proposal.

As such, please be reminded that if you hold your shares in “street name” it is critical that you cast your vote if you want it to count in the Election of Directors (Proposal One). If you hold your shares in “street name” and you do not instruct your bank or broker how to vote in the Election of Directors, no votes will be cast on your behalf. They also will not have discretion to vote uninstructed shares on the advisory vote to approve named executive officer compensation (Proposal Two) or the advisory vote to approve the frequency of stockholder vote on executive compensation (Proposal Three). Your bank or broker will, however, have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm (Proposal Three).

2023 Proxy Statement 107

TABLE OF CONTENTS

General Information

Votes Required to Approve the Proposals

	PROPOSAL			VOTE REQUIRED
	Election of Directors			Majority of votes cast for each Nominee
	Advisory vote on the approval of executive compensation			Non-binding advisory vote — majority of stock present in person or by proxy and entitled to vote
	Ratification of appointment of independent registered public accounting firm for 2023			Majority of stock present in person or by proxy and entitled to vote
	Advisory vote on the frequency of future advisory votes on executive compensation			Non-binding advisory vote — majority of stock present in person or by proxy and entitled to vote

Election of Directors. Brokers, banks and other financial institutions cannot vote your stock on your behalf for the Election of Directors if you have not provided instructions on your voting instruction form, by telephone or by Internet. For your vote to be counted, you must submit your voting instructions to your broker or custodian.

Advisory Say-on-Pay Vote and Advisory Say-on-Frequency Votes. Because the vote on Compensation of the Named Executive Officers is advisory in nature, it will not: (1) affect any compensation already paid or awarded to any Named Executive Officer, (2) be binding on or overrule any decisions by the Board of Directors, (3) create or imply any additional fiduciary duty on the part of the Board of Directors, or (4) restrict or limit the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation. If you do not instruct your broker how to vote with respect to this item, your broker may not vote with respect to this proposal. For your vote to be counted, you must submit your voting instructions to your broker or custodian.

Ratify Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2023. The affirmative vote of a majority of the shares present and entitled to vote, in person or by proxy, at the Annual Meeting is required to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023. Even if you do not instruct your broker how to vote with respect to this item, your broker may vote your shares with respect to this proposal.

Other Items. If any other items are properly presented at the Annual Meeting, they must receive an affirmative vote of a majority of the shares present and entitled to vote, in person or by proxy, in order to be approved.

Revocation of Proxy or Voting Instruction Form

Revocation of Newmont Common Stock Proxy or Voting Instruction Form. A stockholder who executes a proxy or Voting Instruction Form (“VIF”) may revoke it by delivering to the Secretary of the Company, at any time before the proxies are voted, a written notice of revocation bearing a later date than the proxy or VIF, or by attending the Annual Meeting online and by voting during the meeting (although virtual attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). A stockholder also may substitute another person in place of those persons presently named as proxies. Written notice revoking or revising a proxy should be sent to the attention of the Corporate Secretary (attention: Logan Hennessey), Newmont Corporation, at 6900 E. Layton Avenue, Suite 700, Denver, Colorado 80237 USA.

Solicitation Costs

The cost of preparing and mailing the proxy materials, and the cost of solicitation of proxies on behalf of the Board of Directors will be borne by the Company. In addition, solicitation of proxies and Voting Instruction Forms may be made by certain officers and employees of the Company by mail, telephone or in person. The Company has retained MacKenzie Partners Inc. to aid in the solicitation of brokers, banks, intermediaries and other institutional holders for a fee of $ 17,000 . The Company also will reimburse brokerage firms and others for their expenses in forwarding proxy materials to beneficial owners of common stock.

Eliminating Duplicate Mailings — Householding

To reduce the expense of delivering duplicate proxy materials to our stockholders, we are relying on the SEC rules that permit us to deliver only one set of proxy materials, including our Proxy Statement, our 2022 Annual Report and the Notice, to multiple stockholders who share an address unless we receive contrary instructions

108 Newmont Corporation

TABLE OF CONTENTS

General Information

from any stockholders at that address. This practice, known as “householding,” reduces duplicate mailings, thus saving printing and postage costs as well as natural resources. Each stockholder retains a separate right to vote on all matters presented at the Annual Meeting. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you wish to receive a separate copy of the 2022 Annual Report or other proxy materials, free of charge, or if you wish to receive separate copies of future annual reports or proxy materials, please mail your request to the Corporate Secretary of the Company.

Voting Results

The results of the voting at the Annual Meeting will be reported on Form 8-K and filed with the SEC within four business days after the end of the meeting.

Date for Receipt of Stockholder Proposals

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, stockholders may present appropriate proposals for inclusion in our proxy statement and for consideration at our annual meeting of stockholders by submitting their proposals to us in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2024 Annual Meeting, the proposal must be received by our Corporate Secretary no later than November 10, 2023 (120 days before the anniversary of the date of this proxy statement), and must comply with the requirements of Rule 14a-8. Any stockholder proposal received after November 10, 2023, will not be considered for inclusion in our 2024 Proxy Statement.

Our Board amended our By-Laws in 2016 to adopt “proxy access” to permit a stockholder (or a group of no more than 20 stockholders) who has maintained continuous qualifying ownership of at least 3% of our outstanding common stock for at least three years and has complied with the other requirements set forth in our By-Laws, to submit Director nominees (up to the greater of 2 Directors or 20% of the Board) for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements set forth in our By-Laws. Notice of Director nominees submitted under these By-Law provisions must be received by the Corporate Secretary of the Company by not less than 120 days nor more than 150 days prior to the first anniversary of this proxy statement (i.e., no earlier than October 11, 2023 and not later than November 10, 2023). Notice must include the information required by our By-Laws, which are available on our website at http://www.newmont.com/about-us/governance-and-ethics/.

In addition, our amended By-Laws contain an advance notice procedure for the nomination of candidates for election to the Board of Directors or other business to be addressed at the 2024 Annual Meeting and such notice must be received at the principal executive offices of the Corporation no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting (i.e., no later than the close of business on January 27, 2024, and no earlier than the close of business on December 28, 2023). The advance notice must be delivered to the attention of the Corporate Secretary of the Company. Notice must include the information required by our By-Laws. I n addition to satisfying the foregoing requirements under our By-Laws, including the same deadlines disclosed above under the advance notice provisions of our By-Laws, stockholders who intend to solicit proxies in support of director nominees, other than our Board’s nominees, must provide the additional information required by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) of the Exchange Act.

Electronic delivery should be sent to CorporateSecretary@newmont.com. Mailings to the Corporate Secretary of the Company should be addressed to the attention of Logan Hennessey at Newmont Corporation’s principal executive offices located at 6900 E. Layton Avenue, Suite 700, Denver, Colorado 80237 USA.

Other Matters

The Board of Directors does not intend to bring other matters before the Annual Meeting, except items incident to the conduct of the meeting. However, on all matters properly brought before the meeting by the Board of Directors or by others, the persons named as proxies in the accompanying proxy, or their substitutes, will vote in accordance with their best judgment. Additional information about Newmont, including its Annual Report on Form 10-K, is available through the Company’s website, at www.newmont.com.

2023 Proxy Statement 109

TABLE OF CONTENTS

Annex A

Non-GAAP Compensation Measures — Annex A-1

Management of the Company uses certain financial and operating measures, including Adjusted EBIT, Adjusted Return on Capital Employed and Adjusted Cash Sustaining Costs / Gold Equivalent Ounce, which have been adjusted at the discretion of the Leadership Development and Compensation Committee to evaluate the Company’s performance for compensation purposes in connection with the calculation of the Company Performance Bonus results, which differs from metrics reported under accounting principles generally accepted in the U.S. (“GAAP”). Further to the discussion of these metrics in the “Compensation Discussion and Analysis,” a reconciliation of these measures for the year-ended December 31, 2022, appears below. References to the Notes to the Financial Statements below refers to the Notes to the Consolidated Financial Statements in our Form 10-K for the year-ended December 31, 2022, filed with the SEC on February 23, 2023 (the “2022 Form 10-K”), available on Newmont.com and the SEC’s website. Amounts presented may not recalculate in total due to rounding.

Corporate Performance Bonus Adjusted EBIT

	YEAR ENDED DECEMBER 31, 2022
Net income (loss) attributable to Newmont stockholders		$	(429 )
Net income (loss) attributable to noncontrolling interests			60
Net (income) loss from discontinued operations (1)			(30 )
Equity loss (income) of affiliates			(107 )
Income and mining tax expense (benefit)			455
Depreciation and amortization			2,185
Interest expense, net		$	227
EBITDA			2,361
Depreciation and amortization		$	2,185
EBIT			176
Adjustments:
Impairment charges (2)			1,320
Reclamation and remediation charges (3)			713
Pension settlements (4)			137
Change in fair value of investments (5)			46
Gain on asset and investment sales (6)			(35 )
Settlement costs (7)			22
Restructuring and severance (8)			4
COVID-19 specific costs (9)			3
Other (10)		$	(21 )
Adjusted EBIT			2,365
2022 Allowable Adjustments (11)		$	(428 )
CPB ADJUSTED EBIT			1,938
12 month trailing CPB ADJUSTED EBIT		$	1,938

110 Newmont Corporation

TABLE OF CONTENTS

Annex A

Corporate Performance Bonus Average Capital Employed

	YEAR ENDED DECEMBER 31, 2022		YEAR ENDED DECEMBER 31, 2021
Newmont stockholders’ equity		19,354		22,022
Noncontrolling interests		179		(209 )
Total debt and lease and other financing obligations (12)(13)		6,132		6,302
Total Capital		25,665		28,115
Less: Cash and cash equivalents		2,877		4,992
Capital employed		22,788		23,123
2022 Allowable Adjustments (11)		(7,685 )		(7,733 )
CPB Capital Employed		15,102		15,390
Average capital employed		15,246		16,308
12 month trailing CPB ADJUSTED EBIT divided by Average Capital Employed (ROCE)		12.7 %

(1)

For additional information regarding our discontinued operations, refer to Note 1 to our Consolidated Financial Statements.

(2)

Impairment charges, included in Impairment charges represents non-cash write-downs of long-lived assets and goodwill. Refer to Note 6 to our Consolidated Financial Statements for further information.

(3)

Reclamation and remediation charges, included in Reclamation and remediation , represent revisions to the reclamation and remediation plans and cost estimates at the Company’s former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value. For additional information, refer to Note 5 in the Consolidated Financial Statements.

(4)

Pension settlements, included in Other income (loss), net, primarily represents pension settlement charges related to the annuitization of certain defined benefit plans and lump sum payments to participants in 2022. Refer to Note 11 to our Consolidated Financial Statements for further information.

(5)

Change in fair value of investments, included in Other income (loss), net, primarily represents unrealized gains and losses related to the Company’s investments in current and non-current marketable and other equity securities. For additional information regarding our investments, refer to Note 15 to our Consolidated Financial Statements.

(6)

(7)

Settlement costs, included in Other expense, net , primarily represents a legal settlement and a voluntary contribution made to support humanitarian efforts in Ukraine in 2022.

(8)

Restructuring and severance, included in Other expense, net , primarily represents severance and related costs associated with significant organizational and operating model changes implemented by the Company for all periods presented.

(9)

(10)

Primarily represents an $11 reimbursement of certain historical Goldcorp operational expenses related to a legacy project that reached commercial production in the second quarter of 2022 and $7 of penalty income from an energy vendor early terminating a contract in 2022, included Other income (loss), net .

(11)

CPB related adjustments include the removal of NGM and Pueblo Viejo.

(12)

Refer to Note 20 of the Consolidated Financial Statements for additional information

(13)

Refer to Note 21 of the Consolidated Financial Statements for additional information

2023 Proxy Statement 111

TABLE OF CONTENTS

Annex A

Corporate Performance Bonus Attributable Adjusted EBITDA

	YEAR ENDED DECEMBER 31, 2022
Net income (loss) attributable to Newmont stockholders		$	(429 )
Net income (loss) attributable to noncontrolling interests			60
Net (income) loss from discontinued operations (1)			(30 )
Equity loss (income) of affiliates			(107 )
Income and mining tax expense (benefit)			455
Depreciation and amortization			2,185
Interest expense, net			227
EBITDA		$	2,361
Adjustments:
Impairment charges (2)			1,320
Reclamation and remediation charges (3)			713
Pension settlements (4)			137
Change in fair value of investments (5)			46
Gain on asset and investment sales (6)			(35 )
Settlement costs (7)			22
Restructuring and severance (8)			4
COVID-19 specific costs (9)			3
Other (10)			(21 )
Adjusted EBITDA		$	4,550
2022 Allowable Adjustments (11)			(988 )
CPB ATTRIBUTABLE ADJUSTED EBITDA			3,562

(1)

For additional information regarding our discontinued operations, refer to Note 1 to our Consolidated Financial Statements.

(2)

Impairment charges, included in Impairment charges represents non-cash write-downs of long-lived assets and goodwill. Refer to Note 6 to our Consolidated Financial Statements for further information.

(3)

(4)

(5)

(6)

(7)

Settlement costs, included in Other expense, net , primarily represents a legal settlement and a voluntary contribution made to support humanitarian efforts in Ukraine in 2022.

(8)

(9)

(10)

(11)

CPB related adjustments include the removal of NGM and Pueblo Viejo and the removal of Yanacocha and Merian non-Newmont interest.

112 Newmont Corporation

TABLE OF CONTENTS

Annex A

Corporate Performance Bonus Adjusted CSC per GEO

	YEAR ENDED DECEMBER 31, 2022
Costs Applicable to Sales (1)(2)(3)(4)		$	6,468
Reclamation costs (5)			171
Advanced projects, research and development and exploration (6)			185
General and administrative			276
Other expense, net (7)(8)			53
Treatment and refining costs			183
Sustaining capital and lease related costs (9)(10)			1,123
All-in sustaining costs		$	8,459
Write-downs of inventory and stockpiles and ore on leach pads			(89 )
Cash sustaining costs		$	8,369
2022 Allowable Adjustments (13)			(1,442 )
CPB Adjusted Cash Sustaining Costs			6,927
Gold Equivalent Ounces Produced (11)(12)			7,061
2022 Allowable Adjustments (13)			(1,169 )
CPB adjusted Gold Equivalent Ounces Produced			5,893
CPB adjusted CSC per GEO		$	1,176

(1)

Excludes Depreciation and amortization and Reclamation and remediation.

(2)

Includes by-product credits of $117 and excludes co-product revenues of $1,499.

(3)

Includes stockpile and leach pad inventory adjustments of $37 at CC&V, $37 at Yanacocha, $3 at Merian, $9 at Ahafo, $19 at Akyem, and $51 at NGM.

(4)

Costs applicable to sales includes $70 related to the Peñasquito Profit-Sharing Agreement associated with 2021 site performance. For further information, refer to Note 3 of the Consolidated Financial Statements.

(5)

Reclamation costs include operating accretion and amortization of asset retirement costs of $65 and $106, respectively, and exclude accretion and reclamation and remediation adjustments at former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value of $114 and $742, respectively.

(6)

Advanced projects, research and development and Exploration excludes development expenditures of $1 at CC&V, $3 at Porcupine, $5 at Peñasquito, $3 at Other North America, $20 at Yanacocha, $10 at Merian, $24 at Cerro Negro, $40 at Other South America, $21 at Tanami, $16 at Other Australia, $21 at Ahafo, $12 at Akyem, $17 at NGM and $82 at Corporate and Other, totaling $275 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.

(7)

Other expense, net includes incremental COVID-19 costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic at our operational sites of $11 for North America, $16 for South America and $8 for Australia, totaling $35.

(8)

Other expense, net is adjusted for settlement costs of $22, restructuring and severance costs of $4 and distributions from the Newmont Global Community Support Fund of $3.

(9)

Includes sustaining capital expenditures of $369 for North America, $133 for South America, $189 for Australia, $121 for Africa, $230 for Nevada, and $17 for Corporate and Other, totaling $1,059 and excludes development capital expenditures, capitalized interest and the change in accrued capital totaling $1,072. Refer to Liquidity and Capital Resources above for discussion of major development projects.

(10)

Includes finance lease payments for sustaining projects of $64 and excludes finance lease payments for development projects of $36.

(11)

Per ounce measures may not recalculate due to rounding.

(12)

Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($3.25/lb.), Silver ($23.00/oz.), Lead ($0.95/lb.) and Zinc ($1.15/lb.) pricing for 2022.

(13)

CPB related adjustments include the removal of NGM.

2023 Proxy Statement 113

TABLE OF CONTENTS

Annex A

Non-GAAP Financial Measures

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by GAAP. These measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Unless otherwise noted, we present the Non-GAAP financial measures of our continuing operations in the tables below. For additional information regarding our discontinued operations, refer to Note 1 to the Consolidated Financial Statements in our Form 10-K for the year-ended December 31, 2022, filed with the SEC on February 23, 2023 (the “2022 Form 10-K”), available on Newmont.com and the SEC’s website. References to the Notes to the Financial Statements below refers to those in the 2022 Form 10-K.

EBITDA:

Earnings before interest, taxes and depreciation and amortization and Adjusted earnings before interest, taxes and depreciation and amortization

Management uses earnings before interest, taxes and depreciation and amortization (“EBITDA”) and EBITDA adjusted for non-core or certain items that have a disproportionate impact on our results for a particular period (“Adjusted EBITDA”) as non-GAAP measures to evaluate the Company’s operating performance. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, net income (loss), operating income (loss), or cash flow from operations as those terms are defined by GAAP, and do not necessarily indicate whether cash flows will be sufficient to fund cash needs. Although Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements by other companies, our calculation of Adjusted EBITDA is not necessarily comparable to such other similarly titled captions of other companies. The Company believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. Management’s determination of the components of Adjusted EBITDA are evaluated periodically and based, in part, on a review of non-GAAP financial measures used by mining industry analysts. Net income (loss) attributable to Newmont stockholders is reconciled to EBITDA and Adjusted EBITDA as follows:

	Year Ended December 31,
	2022			2021			2020
Net income (loss) attributable to Newmont stockholders		$	(429 )		$	1,166		$	2,829
Net income (loss) attributable to noncontrolling interests			60			(933 )			(38 )
Net (income) loss from discontinued operations (1)			(30 )			(57 )			(163 )
Equity loss (income) of affiliates			(107 )			(166 )			(189 )
Income and mining tax expense (benefit)			455			1,098			704
Depreciation and amortization			2,185			2,323			2,300
Interest expense, net			227			274			308
EBITDA		$	2,361		$	3,705		$	5,751
Adjustments:
Impairment charges (2)		$	1,320		$	25		$	49
Reclamation and remediation charges (3)			713			1,696			213
Pension settlements (4)			137			4			92
Change in fair value of investments (5)			46			135			(252 )
Gain on asset and investment sales (6)			(35 )			(212 )			(677 )
Settlement costs (7)			22			11			58
Restructuring and severance (8)			4			11			18
COVID-19 specific costs (9)			3			5			92
Loss on assets held for sale (10)			—			571			—
Loss on debt extinguishment (11)			—			11			77
Impairment of investments (12)			—			1			93
Goldcorp transaction and integration costs (13)			—			—			23
Other (14)			(21 )			—			—
Adjusted EBITDA (15)		$	4,550		$	5,963		$	5,537

114 Newmont Corporation

TABLE OF CONTENTS

Annex A

(1)

For additional information regarding our discontinued operations, refer to Note 1 to our Consolidated Financial Statements.

(2)

Impairment charges, included in Impairment charges represents non-cash write-downs of long-lived assets and goodwill. Refer to Note 6 to our Consolidated Financial Statements for further information.

(3)

(4)

Pension settlements, included in Other income (loss), net, primarily represents pension settlement charges related to the annuitization of certain defined benefit plans and lump sum payments to participants in 2022 and related to lump sum payments to participants in 2021 and 2020. Refer to Note 11 to our Consolidated Financial Statements for further information.

(5)

(6)

Gain on asset and investment sales, included in Gain on asset and investment sales, net , primarily represents gains recognized on the sale of the investment in MARA, on disposal of trucks at Boddington, and the sale of royalty interests at NGM, partially offset by the loss recognized on the sale of the La Zanja equity method investment in 2022; the gain on the sale of the Kalgoorlie Power business, gain on the NGM Lone Tree and South Arturo exchange transaction, and gain on the sale of TMAC in 2021; and gains on the sale of Kalgoorlie and Continental and a gain on the sale of certain royalty interests to Maverix in 2020. For additional information, refer to Note 8 to our Consolidated Financial Statements.

(7)

Settlement costs, included in Other expense, net , primarily represents a legal settlement and a voluntary contribution made to support humanitarian efforts in Ukraine in 2022; a voluntary contribution made to the Republic of Suriname in 2021; and costs related to the ecological tax obligation at Peñasquito in Mexico, mineral interest settlements at Ahafo and Akyem in Africa, the Cedros community agreement at Peñasquito in Mexico, a water related settlement at Yanacocha in Peru and other related costs in 2020.

(8)

(9)

COVID-19 specific costs, included in Other expense, net , primarily includes amounts distributed from Newmont Global Community Support Fund to help host communities, governments and employees combat the COVID-19 pandemic for all periods presented and includes incremental direct costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic in 2020. Refer to Note 7 to our Consolidated Financial Statements for further information.

(10)

Loss on assets held for sale , included in Loss on assets held for sale , represents the loss recognized due to the reclassification of the Conga mill assets as held for sale during 2021. The assets were remeasured to fair value less costs to sell. For additional information, refer to Note 1 to our Consolidated Financial Statements.

(11)

Loss on debt extinguishment, included in Other income (loss), net , primarily represents losses on the debt tender offer and subsequent extinguishment of the 2023 Newmont Senior Notes and the 2023 Goldcorp Senior Notes during 2021 and the extinguishment of a portion of the 2022 Senior Notes and 2023 Senior Notes during 2020.

(12)

Impairment of investments, included in Other income (loss), net, primarily represents other-than-temporary impairment of the TMAC investment in 2020.

(13)

Goldcorp transaction and integration costs, included in Other expense, net , primarily represents costs incurred in 2020 related to Newmont’s acquisition of Goldcorp completed in 2019 as well as subsequent integration costs.

(14)

(15)

Adjusted EBITDA has not been adjusted for $ — , $8, and $178 of cash care and maintenance costs, included in Other expense, net , which primarily represent costs incurred associated with certain mine sites being temporarily placed into care and maintenance in response to the COVID-19 pandemic for the years ended December 31, 2022, 2021, and 2020, respectively.

Adjusted Net Income (loss)

Management uses Adjusted Net Income (Loss) to evaluate the Company’s operating performance and for planning and forecasting future business operations. The Company believes the use of Adjusted Net Income (Loss) allows investors and analysts to understand the results of the continuing operations of the Company and its direct and indirect subsidiaries relating to the sale of products, by excluding certain items that have a disproportionate impact on our results for a particular period. Adjustments to continuing operations are presented before tax and net of our partners’ noncontrolling interests, when applicable. The tax effect of adjustments is presented in the Tax effect of adjustments line and is calculated using the applicable regional tax rate. Management’s determination of the components of Adjusted Net Income (Loss) are evaluated

2023 Proxy Statement 115

TABLE OF CONTENTS

Annex A

periodically and based, in part, on a review of non-GAAP financial measures used by mining industry analysts. Net income (loss) attributable to Newmont stockholders is reconciled to Adjusted net income (loss) as follows:

	Year Ended December 31, 2022
				per share data (1)
				basic			diluted
Net income (loss) attributable to Newmont stockholders		$	(429 )		$	(0.54 )		$	(0.54 )
Net loss (income) attributable to Newmont stockholders from discontinued operations (2)			(30 )			(0.04 )			(0.04 )
Net income (loss) attributable to Newmont stockholders from continuing operations (3)			(459 )			(0.58 )			(0.58 )
Impairment charges (4)			1,320			1.66			1.66
Reclamation and remediation charges (5)			713			0.90			0.90
Pension settlements (6)			137			0.17			0.17
Change in fair value of investments (7)			46			0.06			0.06
Gain on asset and investment sales (8)			(35 )			(0.04 )			(0.04 )
Settlement costs (9)			22			0.03			0.03
Restructuring and severance (10)			4			0.01			0.01
COVID-19 specific costs (11)			3			—			—
Other (12)			(21 )			(0.03 )			(0.03 )
Tax effect of adjustments (13)			(344 )			(0.44 )			(0.44 )
Valuation allowance and other tax adjustments, net (14)			82			0.11			0.11
Adjusted net income (loss)		$	1,468		$	1.85		$	1.85
Weighted average common shares (millions): (3)						794			795

(1)

Per share measures may not recalculate due to rounding.

(2)

For additional information regarding our discontinued operations, refer to Note 1 to our Consolidated Financial Statements.

(3)

Adjusted net income (loss) per diluted share is calculated using diluted common shares, which are calculated in accordance with GAAP. For the year ended December 31, 2022, potentially dilutive shares of 1 million were excluded from the computation of diluted loss per common share attributable to Newmont stockholders in the Consolidated Statement of Operations as they were antidilutive. These shares were included in the computation of adjusted net income per diluted share for the year ended December 31, 2022.

(4)

Impairment charges, included in Impairment charges represents non-cash write-downs of long-lived assets and goodwill. Refer to Note 6 to our Consolidated Financial Statements for further information.

(5)

Reclamation and remediation charges, net, included in Reclamation and remediation , represent revisions to the reclamation and remediation plans and cost estimates at the Company’s former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value. Refer to Note 5 to our Consolidated Financial Statements for further information.

(6)

Pension settlements, included in Other income (loss), net, represents pension settlement charges related to the annuitization of certain defined benefit plans. Refer to Note 11 to our Consolidated Financial Statements for further information.

(7)

Change in fair value of investments, included in Other income (loss), net , primarily represents unrealized gains and losses related to the Company’s investment in current and non-current marketable and other equity securities. For additional information regarding our investments, refer to Note 15 to our Consolidated Financial Statements.

(8)

Gain on asset and investment sales, included in Gain on asset and investment sales, net , primarily represents gains recognized on the sale of the investment in MARA, disposal of trucks at Boddington, and the sale of royalty interests at NGM, partially offset by the loss recognized on the sale of the La Zanja equity method investment. For additional information, refer to Note 8 to our Consolidated Financial Statements.

(9)

Settlement costs, included in Other expense, net , primarily represents a legal settlement and a voluntary contribution made to support humanitarian efforts in Ukraine.

(10)

(11)

COVID-19 specific costs, included in Other expense, net , represents amounts distributed from the Newmont Global Community Fund to help host communities, governments and employees combat the COVID-19 pandemic. Adjusted net income (loss) has not been adjusted for $35 of incremental COVID-19 costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic at our operational sites. Refer to Note 7 to our Consolidated Financial Statements for further information.

(12)

Primarily represents a $11 reimbursement of certain historical Goldcorp operational expenses related to a legacy project that reached commercial production in the second quarter of 2022 and $7 of penalty income from an energy vendor early terminating a contract in 2022, included Other income (loss), net .

(13)

The tax effect of adjustments, included in Income and mining tax benefit (expense) , represents the tax effect of adjustments in footnotes (4) through (12), as described above, and are calculated using the applicable regional tax rate.

116 Newmont Corporation

TABLE OF CONTENTS

Annex A

(14)

Valuation allowance and other tax adjustments, net, included in Income and mining tax benefit (expense) , is recorded for items such as foreign tax credits, alternative minimum tax credits, capital losses, disallowed foreign losses, and the effects of changes in foreign currency exchange rates on deferred tax assets and deferred tax liabilities. The adjustment reflects the net increase or (decrease) to net operating losses, capital losses, tax credit carryovers, and other deferred tax assets subject to valuation allowance of $246, the expiration of U.S. foreign tax credit carryovers of $31, the effects of changes in foreign exchange rates on deferred tax assets and liabilities of $(86), net removal to the reserve for uncertain tax positions of $(8), a tax settlement in Mexico of $(125) and other tax adjustments of $24. Total amount is presented net of income (loss) attributable to noncontrolling interests of $82.

	Year Ended December 31, 2021
				per share data (1)
				basic			diluted
Net income (loss) attributable to Newmont stockholders		$	1,166		$	1.46		$	1.46
Net loss (income) attributable to Newmont stockholders from discontinued operations (2)			(57 )			(0.07 )			(0.07 )
Net income (loss) attributable to Newmont stockholders from continuing operations			1,109			1.39			1.39
Reclamation and remediation charges, net (3)			983			1.23			1.23
Loss on assets held for sale, net (4)			372			0.47			0.46
Gain on asset and investment sales (5)			(212 )			(0.27 )			(0.27 )
Change in fair value of investments (6)			135			0.17			0.17
Impairment charges (7)			25			0.03			0.03
Loss on debt extinguishment (8)			11			0.01			0.01
Settlement costs (9)			11			0.01			0.01
Restructuring and severance, net (10)			9			0.01			0.01
COVID-19 specific costs (11)			5			—			—
Pension settlement (12)			4			—			—
Impairment of investments (13)			1			—			—
Tax effect of adjustments (14)			(413 )			(0.51 )			(0.51 )
Valuation allowance and other tax adjustments, net (15)			331			0.43			0.43
Adjusted net income (loss) (16)		$	2,371		$	2.97		$	2.96
Weighted average common shares (millions): (17)						799			801

(1)

Per share measures may not recalculate due to rounding.

(2)

For additional information regarding our discontinued operations, refer to Note 1 to our Consolidated Financial Statements.

(3)

Reclamation and remediation charges, net, included in Reclamation and remediation , represent revisions to reclamation and remediation plans and cost estimates at the Company’s former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value. Refer to Note 5 to our Consolidated Financial Statements for further information. Amount is presented net of pre-tax income (loss) attributable to noncontrolling interests of $(713).

(4)

Loss on assets held for sale, net, included in Loss on assets held for sale , represents the loss recognized due to the reclassification of the Conga mill assets as held for sale during the third quarter of 2021. The assets were remeasured to fair value less costs to sell. Amounts are presented net of income (loss) attributable to noncontrolling interests of $(199). For additional information, refer to Note 1 to our Consolidated Financial Statements.

(5)

Gain on asset and investment sales, included in Gain on asset and investment sales, net , primarily represents the gain on the sale of the Kalgoorlie Power business, gain on the NGM Lone Tree and South Arturo exchange, and gain on the sale of TMAC. For additional information, refer to Note 8 to our Consolidated Financial Statements.

(6)

(7)

Impairment charges, included in Impairment charges represents non-cash write-downs of various assets that are no longer in use and materials and supplies inventories. Refer to Note 6 to our Consolidated Financial Statements for further information.

(8)

(9)

Settlement costs, included in Other expense, net , primarily are comprised of a voluntary contribution made to the Republic of Suriname.

(10)

Restructuring and severance, net, included in Other expense, net , primarily represents severance and related costs associated with significant organizational and operating model changes implemented by the Company. Amounts are presented net of income (loss) attributable to noncontrolling interests of $(2).

2023 Proxy Statement 117

TABLE OF CONTENTS

Annex A

(11)

COVID-19 specific costs, included in Other expense, net , primarily includes amounts distributed from the Newmont Global Community Fund to help host communities, governments and employees combat the COVID-19 pandemic. Adjusted net income (loss) has not been adjusted for $82 of incremental COVID-19 costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic at our operational sites. Refer to Note 7 to our Consolidated Financial Statements for further information.

(12)

Pension settlements, included in Other income (loss), net, represents pension settlement charges due to lump sum payments to participants. Refer to Note 11 to our Consolidated Financial Statements for further information.

(13)

Impairment of investments, included in Other income (loss), net , primarily represents other-than-temporary impairment of other investments.

(14)

The tax effect of adjustments, included in Income and mining tax benefit (expense) , represents the tax effect of adjustments in footnotes (3) through (13), as described above, and are calculated using the applicable regional tax rate.

(15)

Valuation allowance and other tax adjustments, net, included in Income and mining tax benefit (expense) , is recorded for items such as foreign tax credits, alternative minimum tax credits, capital losses, disallowed foreign losses, and the effects of changes in foreign currency exchange rates on deferred tax assets and deferred tax liabilities. The adjustment reflects the net increase or (decrease) to net operating losses, capital losses, tax credit carryovers, and other deferred tax assets subject to valuation allowance of $419, the expiration of U.S. capital loss carryovers of $152, the effects of changes in foreign exchange rates on deferred tax assets and liabilities of $(17), net additions to the reserve for uncertain tax positions of $99, and other tax adjustments of $5. Total amount is presented net of income (loss) attributable to noncontrolling interests of $(327).

(16)

Adjusted net income (loss) has not been adjusted for $8 of cash and $3 of non-cash care and maintenance costs, included in Other expense, net and Depreciation and amortization , respectively, which represent costs associated with our Tanami site being temporarily placed into care and maintenance in response to the COVID-19 pandemic during the year ended December 31, 2021, respectively.

(17)

Adjusted net income (loss) per diluted share is calculated using diluted common shares, which are calculated in accordance with GAAP.

	Year Ended December 31, 2020
				per share data (1)
				basic			diluted
Net income (loss) attributable to Newmont stockholders		$	2,829		$	3.52		$	3.51
Net loss (income) attributable to Newmont stockholders from discontinued operations (2)			(163 )			(0.20 )			(0.20 )
Net income (loss) attributable to Newmont stockholders from continuing operations			2,666			3.32			3.31
Gain on asset and investment sales (3)			(677 )			(0.84 )			(0.84 )
Change in fair value of investments (4)			(252 )			(0.31 )			(0.31 )
Reclamation and remediation charges, net (5)			160			0.20			0.20
Impairment of investments (6)			93			0.11			0.11
Pension settlement (7)			92			0.11			0.11
COVID-19 specific costs, net (8)			84			0.10			0.10
Loss on debt extinguishment (9)			77			0.09			0.09
Settlement costs, net (10)			55			0.07			0.07
Impairment charges (11)			49			0.06			0.06
Goldcorp transaction and integration costs (12)			23			0.03			0.03
Restructuring and severance, net (13)			17			0.02			0.02
Tax effect of adjustments (14)			62			0.08			0.08
Valuation allowance and other tax adjustments, net (15)			(309 )			(0.38 )			(0.37 )
Adjusted net income (loss) (16)		$	2,140		$	2.66		$	2.66
Weighted average common shares (millions): (17)						804			806

(1)

Per share measures may not recalculate due to rounding.

(2)

For additional information regarding our discontinued operations, refer to Note 1 to our Consolidated Financial Statements.

(3)

(Gain) loss on asset and investment sales, included in Gain on asset and investment sales, net , primarily represents gains on the sale of Kalgoorlie and Continental and a gain on the sale of royalty interests to Maverix. For additional information, refer to Note 8 to our Consolidated Financial Statements.

(4)

(5)

Reclamation and remediation charges, net, included in Reclamation and remediation , represent revisions to remediation plans at the Company’s former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value, including adjustments related to increased lime consumption and water treatment costs at inactive Yanacocha sites and updated project cost estimates at inactive Porcupine sites, the Midnite mine site and Dawn mill site. Amount is presented net of income (loss) attributable to noncontrolling interests of $(53).

118 Newmont Corporation

TABLE OF CONTENTS

Annex A

(6)

Impairment of investments, included in Other income (loss), net , primarily represents the other-than-temporary impairment of the TMAC investment.

(7)

(8)

COVID-19 specific costs, net, included in Other expense, net , represents incremental direct costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic and includes amounts distributed from the Newmont Global Community Fund to help host communities, governments and employees combat the COVID-19 pandemic. Amount is presented net of income (loss) attributable to noncontrolling interests of $(8). Refer to Note 7 to our Consolidated Financial Statements for further information.

(9)

Loss on debt extinguishment, included in Other income (loss), net , primarily represents losses on the extinguishment of a portion of the 2022 Senior Notes and 2023 Senior Notes during 2020.

(10)

Settlement costs, net, included in Other expense, net , primarily represents costs related to the ecological tax obligation at Peñasquito in Mexico, mineral interest settlements at Ahafo and Akyem in Africa, the Cedros community agreement at Peñasquito in Mexico, a water related settlement at Yanacocha in Peru and other related costs. Amount is presented net of income (loss) attributable to noncontrolling interests of $(3).

(11)

(12)

Goldcorp transaction and integration costs, included in Other expense, net , primarily represents costs incurred related to Newmont’s acquisition of Goldcorp completed in 2019 as well as subsequent integration costs.

(13)

(14)

(15)

Valuation allowance and other tax adjustments, net, included in Income and mining tax benefit (expense) , is recorded for items such as foreign tax credits, alternative minimum tax credits, capital losses, disallowed foreign losses, and the effects of changes in foreign currency exchange rates on deferred tax assets and deferred tax liabilities. The adjustment is due to the benefit recognized on the sale of Kalgoorlie and related tax capital loss of $(353), net increase or (decrease) to net operating losses, tax credit carryovers and other deferred tax assets subject to valuation allowance of $186, the effects of changes in foreign exchange rates on deferred tax assets and liabilities of $(98), net reductions to the reserve for uncertain tax positions of $(21) and other tax adjustments of $39. Total amount is presented net of income (loss) attributable to noncontrolling interests of $(62).

(16)

Adjusted net income (loss) has not been adjusted for $165 of cash and $85 of non-cash care and maintenance costs, included in Other expense, net and Depreciation and amortization , respectively, which primarily represent costs associated with our Musselwhite, É léonore, Peñasquito, Yanacocha and Cerro Negro sites being temporarily placed into care and maintenance in response to the COVID-19 pandemic during a portion of the year ended December 31, 2020, respectively. Amounts are presented net of income (loss) attributable to noncontrolling interests of $13 and $3, respectively.

(17)

Adjusted net income (loss) per diluted share is calculated using diluted common shares, which are calculated in accordance with GAAP.

Free Cash Flow

Management uses Free Cash Flow as a non-GAAP measure to analyze cash flows generated from operations. Free Cash Flow is Net cash provided by (used in) operating activities less Net cash provided by (used in) operating activities of discontinued operations less Additions to property, plant and mine development as presented on the Consolidated Statements of Cash Flows. The Company believes Free Cash Flow is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Free Cash Flow is not necessarily comparable to such other similarly titled captions of other companies.

The presentation of non-GAAP Free Cash Flow is not meant to be considered in isolation or as an alternative to net income as an indicator of the Company’s performance, or as an alternative to cash flows from operating activities as a measure of liquidity as those terms are defined by GAAP, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. The Company’s definition of Free Cash Flow is limited in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, the Company believes it is important to view Free Cash Flow as a measure that provides supplemental information to the Company’s Consolidated Statements of Cash Flows.

The following table sets forth a reconciliation of Free Cash Flow, a non-GAAP financial measure, to Net cash provided by (used in) operating activities , which the Company believes to be the GAAP financial measure most

2023 Proxy Statement 119

TABLE OF CONTENTS

Annex A

directly comparable to Free Cash Flow, as well as information regarding Net cash provided by (used in) investing activities and Net cash provided by (used in) financing activities.

	Year Ended December 31,
	2022			2021			2020
Net cash provided by (used in) operating activities		$	3,220		$	4,279		$	4,882
Less: Net cash used in (provided by) operating activities of discontinued operations			(22 )			(13 )			8
Net cash provided by (used in) operating activities of continuing operations			3,198			4,266			4,890
Less: Additions to property, plant and mine development			(2,131 )			(1,653 )			(1,302 )
Free Cash Flow		$	1,067		$	2,613		$	3,588
Net cash provided by (used in) investing activities (1)		$	(2,983 )		$	(1,868 )		$	91
Net cash provided by (used in) financing activities		$	(2,356 )		$	(2,958 )		$	(1,680 )

(1)

Net cash provided by (used in) investing activities includes Additions to property, plant and mine development, which is included in the Company’s computation of Free Cash Flow.

All-In Sustaining Costs

Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all of the expenditures incurred to discover, develop and sustain production. Therefore, Newmont calculates All-In Sustaining Costs (“AISC”) based on the definition published by the World Gold Council. The World Gold Council is a market development organization for the gold industry comprised of and funded by gold mining companies around the world and a regulatory organization.

AISC is a metric that expands on GAAP measures, such as cost of goods sold, and non-GAAP measures, such as costs applicable to sales per ounce, to provide visibility into the economics of our mining operations related to expenditures, operating performance and the ability to generate cash flow from our continuing operations. We believe that AISC is a non-GAAP measure that provides additional information to management, investors and others that aids in the understanding of the economics of our operations and performance compared to other producers and provides investors visibility by better defining the total costs associated with production.

AISC amounts are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently as a result of differences in the underlying accounting principles, policies applied and in accounting frameworks such as in IFRS, or by reflecting the benefit from selling non-gold metals as a reduction to AISC. Differences may also arise related to definitional differences of sustaining versus development (i.e. non-sustaining) activities based upon each company’s internal policies.

The following disclosure provides information regarding the adjustments made in determining the All-In Sustaining Costs measure:

Costs applicable to sales . Includes all direct and indirect costs related to current production incurred to execute the current mine plan. We exclude certain exceptional or unusual amounts from CAS, such as significant revisions to recovery amounts. CAS includes by-product credits from certain metals obtained during the process of extracting and processing the primary ore-body. CAS is accounted for on an accrual basis and excludes Depreciation and amortization and Reclamation and remediation , which is consistent with our presentation of CAS on the Consolidated Statements of Operations. In determining AISC, only the CAS associated with producing and selling an ounce of gold is included in the measure. Therefore, the amount of gold CAS included in AISC is derived from the CAS presented in the Company’s Consolidated Statements of Operations less the amount of CAS attributable to the production of other metals. The other metals’ CAS at those mine sites is disclosed in Note 3 of the Consolidated Financial Statements. The allocation of CAS between gold and other metals is based upon the relative sales value of gold and other metals produced during the period.

Reclamation costs . Includes accretion expense related to reclamation liabilities and the amortization of the related ARC for the Company’s operating properties. Accretion related to the reclamation liabilities and the amortization of the ARC assets for reclamation does not reflect annual cash outflows but are calculated in

120 Newmont Corporation

TABLE OF CONTENTS

Annex A

accordance with GAAP. The accretion and amortization reflect the periodic costs of reclamation associated with current production and are therefore included in the measure. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals.

Advanced projects, research and development and exploration . Includes incurred expenses related to projects that are designed to sustain current production and exploration. We note that as current resources are depleted, exploration and advanced projects are necessary for us to replace the depleting reserves or enhance the recovery and processing of the current reserves to sustain production at existing operations. As these costs relate to sustaining our production, and are considered a continuing cost of a mining company, these costs are included in the AISC measure. These costs are derived from the Advanced projects, research and development and Exploration amounts presented in the Consolidated Statements of Operations less incurred expenses related to the development of new operations, or related to major projects at existing operations where these projects will materially benefit the operation in the future. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals. We also allocate these costs incurred at the Other North America, Other Australia and Corporate and Other locations using the proportion of CAS between gold and other metals.

General and administrative . Includes costs related to administrative tasks not directly related to current production, but rather related to supporting our corporate structure and fulfilling our obligations to operate as a public company. Including these expenses in the AISC metric provides visibility of the impact that general and administrative activities have on current operations and profitability on a per ounce basis. We allocate these costs to gold and other metals at the Other North America, Other Australia and Corporate and Other locations using the proportion of CAS between gold and other metals.

Other expense, net . For Other expense, net we include care and maintenance costs relating to direct operating costs incurred at the mine sites during the period that these sites were temporarily placed into care and maintenance in response to the COVID-19 pandemic and exclude certain exceptional or unusual expenses, such as restructuring, as these are not indicative to sustaining our current operations. Furthermore, this adjustment to Other expense, net is also consistent with the nature of the adjustments made to Net income (loss) attributable to Newmont stockholders as disclosed in the Company’s non-GAAP financial measure Adjusted net income (loss). The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals.

Treatment and refining costs . Includes costs paid to smelters for treatment and refining of our concentrates to produce the salable metal. These costs are presented net as a reduction of Sales on the Consolidated Statements of Operations. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals.

Sustaining capital and finance lease payments . We determined sustaining capital and finance lease payments as those capital expenditures and finance lease payments that are necessary to maintain current production and execute the current mine plan. We determined development (i.e. non-sustaining) capital expenditures and finance lease payments to be those payments used to develop new operations or related to projects at existing operations where those projects will materially benefit the operation and are excluded from the calculation of AISC. The classification of sustaining and development capital projects and finance leases is based on a systematic review of our project portfolio in light of the nature of each project. Sustaining capital and finance lease payments are relevant to the AISC metric as these are needed to maintain the Company’s current operations and provide improved transparency related to our ability to finance these expenditures from current operations. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals. We also allocate these costs incurred at the Other North America, Other Australia and Corporate and Other locations using the proportion of CAS between gold and other metals.

2023 Proxy Statement 121

TABLE OF CONTENTS

Annex A

Year Ended December 31, 2022	Costs Applicable to Sales (1)(2)(3)			Reclamation Costs (4)			Advanced Projects, Research and Development and Exploration (5)			General and Administrative			Other Expense, Net (6)(7)			Treatment and Refining Costs			Sustaining Capital and Lease Related Costs (8)(9)			All-In Sustaining Costs			Ounces (000) Sold		All-In Sustaining Costs Per oz. (11)
Gold
CC&V		$	241		$	16		$	10		$	—		$	3		$	—		$	45		$	315		185		$	1,697
Musselwhite			195			5			8			—			1			—			53			262		172			1,531
Porcupine			281			6			11			—			—			—			52			350		280			1,248
É léonore			266			9			5			—			3			—			63			346		217			1,599
Peñasquito (10)			442			10			4			1			3			23			72			555		573			968
Other North America			—			—			1			6			1			—			—			8		—			—
North America			1,425			46			39			7			11			23			285			1,836		1,427			1,287
Yanacocha			313			19			2			1			11			—			23			369		250			1,477
Merian			369			6			11			—			2			—			57			445		403			1,105
Cerro Negro			283			5			1			2			10			—			54			355		281			1,262
Other South America			—			—			—			9			—			—			—			9		—			—
South America			965			30			14			12			23			—			134			1,178		934			1,262
Boddington			652			17			5			—			2			16			56			748		813			921
Tanami			328			2			7			—			6			—			124			467		486			960
Other Australia			—			—			2			8			—			—			9			19		—			—
Australia			980			19			14			8			8			16			189			1,234		1,299			950
Ahafo			566			11			5			—			2			—			90			674		572			1,178
Akyem			334			35			2			—			1			—			32			404		415			972
Other Africa			—			—			3			9			1			—			3			16		—			—
Africa			900			46			10			9			4			—			125			1,094		987			1,108
NGM			1,153			9			15			10			—			4			230			1,421		1,165			1,220
Nevada			1,153			9			15			10			—			4			230			1,421		1,165			1,220
Corporate and Other			—			—			70			192			1			—			12			275		—			—
Total Gold		$	5,423		$	150		$	162		$	238		$	47		$	43		$	975		$	7,038		5,812		$	1,211
Gold equivalent ounces – other metals (12)
Peñasquito (10)		$	864		$	19		$	10		$	1		$	5		$	130		$	132		$	1,161		1,044		$	1,112
Other North America			—			—			—			2			—			—			—			2		—			—
North America			864			19			10			3			5			130			132			1,163		1,044			1,115
Boddington			181			2			2			—			—			10			12			207		231			894
Other Australia			—			—			—			2			—			—			1			3		—			—
Australia			181			2			2			2			—			10			13			210		231			909
Corporate and Other			—			—			11			33			1			—			3			48		—			—
Total Gold Equivalent Ounces		$	1,045		$	21		$	23		$	38		$	6		$	140		$	148		$	1,421		1,275		$	1,114
Consolidated		$	6,468		$	171		$	185		$	276		$	53		$	183		$	1,123		$	8,459

(1)

Excludes Depreciation and amortization and Reclamation and remediation .

(2)

Includes by-product credits of $117 and excludes co-product revenues of $1,499.

(3)

Includes stockpile and leach pad inventory adjustments of $37 at CC&V, $37 at Yanacocha, $3 at Merian, $9 at Ahafo, $19 at Akyem, and $51 at NGM.

(4)

(5)

(6)

122 Newmont Corporation

TABLE OF CONTENTS

Annex A

(7)

Other expense, net is adjusted for settlement costs of $22, restructuring and severance costs of $4 and distributions from the Newmont Global Community Support Fund of $3.

(8)

(9)

Includes finance lease payments for sustaining projects of $64 and excludes finance lease payments for development projects of $36.

(10)

(11)

Per ounce measures may not recalculate due to rounding.

(12)

2023 Proxy Statement 123

TABLE OF CONTENTS

Annex A

Year Ended December 31, 2021	Costs Applicable to Sales (1)(2)(3)			Reclamation Costs (4)			Advanced Projects, Research and Development and Exploration (5)			General and Administrative			Other Expense, Net (6)(7)(8)			Treatment and Refining Costs			Sustaining Capital and Lease Related Costs (9)(10)			All-In Sustaining Costs			Ounces (000) Sold		All-In Sustaining Costs Per oz. (11)
Gold
CC&V		$	238		$	7		$	9		$	—		$	—		$	—		$	41		$	295		220		$	1,338
Musselwhite			157			2			7			—			1			—			39			206		154			1,335
Porcupine			269			5			13			—			—			—			43			330		287			1,152
É léonore			237			3			2			—			5			—			63			310		247			1,256
Peñasquito			395			6			1			—			7			31			65			505		720			702
Other North America			—			—			—			5			3			—			—			8		—			—
North America			1,296			23			32			5			16			31			251			1,654		1,628			1,016
Yanacocha			232			66			6			—			30			1			20			355		263			1,355
Merian			326			5			5			—			5			—			47			388		434			895
Cerro Negro			243			6			—			—			23			—			60			332		267			1,247
Other South America			—			—			1			10			2			—			—			13		—			—
South America			801			77			12			10			60			1			127			1,088		964			1,130
Boddington			607			11			7			—			—			13			102			740		685			1,083
Tanami			278			2			5			—			17			—			116			418		488			855
Other Australia			—			—			—			9			1			—			6			16		—			—
Australia			885			13			12			9			18			13			224			1,174		1,173			1,002
Ahafo			425			8			5			—			5			—			79			522		480			1,084
Akyem			261			30			4			—			1			—			49			345		378			913
Other Africa			—			—			2			8			1			—			—			11		—			—
Africa			686			38			11			8			7			—			128			878		858			1,022
NGM			960			8			13			10			3			2			172			1,168		1,274			918
Nevada			960			8			13			10			3			2			172			1,168		1,274			918
Corporate and Other			—			—			94			181			1			—			22			298		—			—
Total Gold		$	4,628		$	159		$	174		$	223		$	105		$	47		$	924		$	6,260		5,897		$	1,062
Gold equivalent ounces – other metals (12)
Peñasquito		$	664		$	9		$	2		$	1		$	11		$	115		$	106		$	908		1,100		$	824
Other North America			—			—			—			2			—			—			—			2		—			—
North America			664			9			2			3			11			115			106			910		1,100			826
Boddington			143			2			1			—			—			7			19			172		158			1,098
Other Australia			—			—			—			1			—			—			1			2		—			—
Australia			143			2			1			1			—			7			20			174		158			1,112
Corporate and Other			—			—			14			32			—			—			3			49		—			—
Total Gold Equivalent Ounces		$	807		$	11		$	17		$	36		$	11		$	122		$	129		$	1,133		1,258		$	900
Consolidated		$	5,435		$	170		$	191		$	259		$	116		$	169		$	1,053		$	7,393

(1)

Excludes Depreciation and amortization and Reclamation and remediation .

(2)

Includes by-product credits of $194 and excludes co-product revenues of $1,679.

(3)

Includes stockpile and leach pad inventory adjustments of $16 at CC&V, $18 at Yanacocha and $11 at NGM.

(4)

Reclamation costs include operating accretion and amortization of asset retirement costs of $79 and $91, respectively, and exclude accretion and reclamation and remediation adjustments at former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value of $52 and $1,715, respectively.

(5)

Advanced projects, research and development and Exploration excludes development expenditures of $9 at CC&V, $4 at Porcupine, $3 at É léonore, $5 at Peñasquito, $5 at Other North America, $12 at Yanacocha, $6 at Merian, $9 at Cerro Negro, $34 at Other South America, $19 at Tanami, $16 at Other Australia, $17 at Ahafo, $6 at Akyem, $17 at NGM and $10 at Corporate and Other, totaling $172 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.

(6)

Other expense, net includes $8 at Tanami of cash care and maintenance costs associated with the sites temporarily being placed into care and maintenance or operating at reduced levels in response to the COVID-19 pandemic, during the period ended December 31, 2021 that we would have continued to incur if the sites were not temporarily placed into care and maintenance.

124 Newmont Corporation

TABLE OF CONTENTS

Annex A

(7)

Other expense, net includes incremental COVID-19 costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic at our operational sites of $23 for North America, $46 for South America, $8 for Australia and $5 for Africa, totaling $82.

(8)

Other expense, net is adjusted for settlement costs of $11, restructuring and severance costs of $11 and incremental costs of responding to the COVID-19 pandemic of $5.

(9)

Includes sustaining capital expenditures of $309 for North America, $127 for South America, $228 for Australia, $125 for Africa, $171 for Nevada, and $25 for Corporate and Other, totaling $985 and excludes development capital expenditures, capitalized interest and the change in accrued capital totaling $668. Refer to Liquidity and Capital Resources above for discussion of major development projects.

(10)

Includes finance lease payments for sustaining projects of $68 and excludes finance lease payments for development projects of $41.

(11)

Per ounce measures may not recalculate due to rounding.

(12)

Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($22.00/oz.), Lead ($0.90/lb.) and Zinc ($1.05/lb.) pricing for 2021.

2023 Proxy Statement 125

TABLE OF CONTENTS

Annex A

Year Ended December 31, 2020	Costs Applicable to Sales (1)(2)(3)			Reclamation Costs (4)			Advanced Projects, Research and Development and Exploration (5)			General and Administrative			Other Expense, Net (6)(7)			Treatment and Refining Costs			Sustaining Capital and Lease Related Costs (8)(9)			All-In Sustaining Costs			Ounces (000) Sold		All-In Sustaining Costs Per oz. (10)
Gold
CC&V		$	245		$	6		$	11		$	—		$	1		$	—		$	41		$	304		270		$	1,125
Red Lake			45			—			1			—			—			—			4			50		42			1,182
Musselwhite			117			2			7			—			25			—			27			178		97			1,838
Porcupine			244			2			14			—			—			—			39			299		319			935
É léonore			181			2			4			—			26			—			45			258		208			1,248
Peñasquito			286			4			—			—			20			48			53			411		512			806
Other North America			—			—			4			10			3			—			1			18		—			—
North America			1,118			16			41			10			75			48			210			1,518		1,448			1,049
Yanacocha			345			57			9			1			30			—			37			479		339			1,414
Merian			328			4			4			1			—			—			41			378		464			813
Cerro Negro			166			3			2			—			60			—			33			264		231			1,147
Other South America			—			—			3			10			3			—			—			16		—			—
South America			839			64			18			12			93			—			111			1,137		1,034			1,100
Boddington			579			13			3			—			—			11			125			731		668			1,094
Tanami			251			1			10			—			—			—			104			366		492			745
Other Australia			—			—			1			12			1			—			7			21		—			—
Australia			830			14			14			12			1			11			236			1,118		1,160			964
Ahafo			375			9			2			1			2			—			78			467		476			980
Akyem			234			24			1			—			1			—			26			286		377			757
Other Africa			—			—			—			7			—			—			—			7		—			—
Africa			609			33			3			8			3			—			104			760		853			890
NGM			1,012			12			23			10			2			10			160			1,229		1,336			920
Nevada			1,012			12			23			10			2			10			160			1,229		1,336			920
Corporate and Other			—			—			75			217			—			—			42			334		—			—
Total Gold		$	4,408		$	139		$	174		$	269		$	174		$	69		$	863		$	6,096		5,831		$	1,045
Gold equivalent ounces – other metals (11)
Peñasquito		$	499		$	7		$	1		$	—		$	19		$	142		$	106		$	774		934		$	828
Boddington			107			2			—			—			—			6			23			138		128			1,080
Total Gold Equivalent Ounces		$	606		$	9		$	1		$	—		$	19		$	148		$	129		$	912		1,062		$	858
Consolidated		$	5,014		$	148		$	175		$	269		$	193		$	217		$	992		$	7,008

(1)

Excludes Depreciation and amortization and Reclamation and remediation .

(2)

Includes by-product credits of $130 and excludes co-product revenues of $1,147.

(3)

Includes stockpile and leach pad inventory adjustments of $18 at Yanacocha and $24 at NGM.

(4)

Reclamation costs include operating accretion and amortization of asset retirement costs of $88 and $60, respectively, and exclude accretion and reclamation and remediation adjustments at former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value of $52 and $226, respectively.

(5)

Advanced projects, research and development and Exploration excludes development expenditures of $4 at CC&V, $3 at Porcupine, $1 at É léonore, $2 at Peñasquito, $4 at Other North America, $3 at Yanacocha, $7 at Merian, $2 at Cerro Negro, $28 at Other South America, $6 at Tanami, $15 at Other Australia, $20 at Ahafo, $8 at Akyem, $3 at Other Africa, $19 at NGM and $9 at Corporate and Other, totaling $134 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.

(6)

Other expense, net includes $28 at Musselwhite, $26 at É léonore, $38 at Peñasquito, $27 at Yanacocha, $56 at Cerro Negro and $3 at Other South America of cash care and maintenance costs associated with the sites temporarily being placed into care and maintenance or operating at reduced levels in response to the COVID-19 pandemic, during the period ended December 31, 2020 that we would have continued to incur if the sites were not temporarily placed into care and maintenance.

(7)

Other expense, net is adjusted for incremental costs of responding to the COVID-19 pandemic of $92, settlement costs of $58, Goldcorp transaction and integration costs of $23 and restructuring and severance of $18.

126 Newmont Corporation

TABLE OF CONTENTS

Annex A

(8)

Includes sustaining capital expenditures of $269 for North America, $111 for South America, $248 for Australia, $103 for Africa, $160 for Nevada, and $42 for Corporate and Other, totaling $933 and excludes development capital expenditures, capitalized interest and the change in accrued capital totaling $369. Refer to Liquidity and Capital Resources above for discussion of major development projects.

(9)

Includes finance lease payments for sustaining projects of $59 and excludes finance lease payments for development projects of $38.

(10)

Per ounce measures may not recalculate due to rounding.

(11)

Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($16.00/oz.), Lead ($0.95/lb.) and Zinc ($1.20/lb.) pricing for 2020.

Attributable Free Cash Flow

Management uses Attributable Free Cash Flow as a non-GAAP measure to analyze cash flows generated from operations that are attributable to the Company. Attributable Free Cash Flow is Net cash provided by (used in) operating activities after deducting net cash flows from operations attributable to noncontrolling interests less Net cash provided by (used in) operating activities of discontinued operations after deducting net cash flows from discontinued operations attributable to noncontrolling interests less Additions to property, plant and mine development after deducting property, plant and mine development attributable to noncontrolling interests. The Company believes that Attributable Free Cash Flow is useful as one of the bases for comparing the Company’s performance with its competitors. Although Attributable Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Attributable Free Cash Flow is not necessarily comparable to such other similarly titled captions of other companies.

The presentation of non-GAAP Attributable Free Cash Flow is not meant to be considered in isolation or as an alternative to Net income attributable to Newmont stockholders as an indicator of the Company’s performance, or as an alternative to Net cash provided by (used in) operating activities as a measure of liquidity as those terms are defined by GAAP, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. The Company’s definition of Attributable Free Cash Flow is limited in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, the Company believes it is important to view Attributable Free Cash Flow as a measure that provides supplemental information to the Company’s Condensed Consolidated Statements of Cash Flows.

The following tables set forth a reconciliation of Attributable Free Cash Flow, a non-GAAP financial measure, to Net cash provided by (used in) operating activities , which the Company believes to be the GAAP financial measure most directly comparable to Attributable Free Cash Flow, as well as information regarding Net cash provided by (used in) investing activities and Net cash provided by (used in) financing activities.

	Three Months Ended December 31, 2022									Year Ended December 31, 2022
	Consolidated			Attributable to noncontrolling interests (1)			Attributable to Newmont Stockholders			Consolidated			Attributable to noncontrolling interests (1)			Attributable to Newmont Stockholders
Net cash provided by (used in) operating activities		$	1,010		$	(19 )		$	991		$	3,220		$	(83 )		$	3,137
Less: Net cash used in (provided by) operating activities of discontinued operations			—			—			—			(22 )			—			(22 )
Net cash provided by (used in) operating activities of continuing operations			1,010			(19 )			991			3,198			(83 )			3,115
Less: Additions to property, plant and mine development (2)			(646 )			4			(642 )			(2,131 )			29			(2,102 )
Free Cash Flow		$	364		$	(15 )		$	349		$	1,067		$	(54 )		$	1,013
Net cash provided by (used in) investing activities (3)		$	(726 )								$	(2,983 )
Net cash provided by (used in) financing activities		$	(479 )								$	(2,356 )

(1)

Adjustment to eliminate a portion of Net cash provided by (used in) operating activities , Net cash provided by (used in) operating activities of discontinued operations and Additions to property, plant and mine development attributable to noncontrolling interests, which primarily relates to Merian (25%) for the three months and year ended December 31, 2022 and Yanacocha (48.65%) and Merian (25%) for the three months and year ended December 31, 2021. The Company acquired the remaining interest in Yanacocha in 2022, resulting in 100% ownership interest at December 31, 2022.

(2)

For the three months and year ended December 31, 2022, Yanacocha had total consolidated Additions to property, plant and mine development of $166 and $403, respectively, on a cash basis. For the three months and year ended December 31, 2022, Merian had total consolidated Additions to property, plant and mine development of $19 and $56, respectively, on a cash basis.

2023 Proxy Statement 127

TABLE OF CONTENTS

Annex A

(3)

Net cash provided by (used in) investing activities includes Additions to property, plant and mine development , which is included in the Company’s computation of Free Cash Flow.

	Three Months Ended December 31, 2021									Year Ended December 31, 2021
	Consolidated			Attributable to noncontrolling interests (1)			Attributable to Newmont Stockholders			Consolidated			Attributable to noncontrolling interests (1)			Attributable to Newmont Stockholders
Net cash provided by (used in) operating activities		$	1,299		$	1		$	1,300		$	4,279		$	(91 )		$	4,188
Less: Net cash used in (provided by) operating activities of discontinued operations			—			—			—			(13 )			—			(13 )
Net cash provided by (used in) operating activities of continuing operations			1,299			1			1,300			4,266			(91 )			4,175
Less: Additions to property, plant and mine development (2)			(441 )			36			(405 )			(1,653 )			86			(1,567 )
Free Cash Flow		$	858		$	37		$	895		$	2,613		$	(5 )		$	2,608
Net cash provided by (used in) investing activities (3)		$	(351 )								$	(1,868 )
Net cash provided by (used in) financing activities		$	(595 )								$	(2,958 )

(1)

(2)

For the three months and year ended December 31, 2021, Yanacocha had total consolidated Additions to property, plant and mine development of $66 and $155, respectively, on a cash basis. For the three months and year ended December 31, 2021, Merian had total consolidated Additions to property, plant and mine development of $17 and $48, respectively, on a cash basis.

(3)

Net cash provided by (used in) investing activities includes Additions to property, plant and mine development , which is included in the Company’s computation of Free Cash Flow.

128 Newmont Corporation

TABLE OF CONTENTS

Annex A

Cautionary Statements and Endnotes — Annex A-2

Note Regarding Reserves and Resources: Reserves and Resources are utilized as compensation performance measures in connection with the annual Company Performance Bonus calculation.

Newmont’s reserves estimates were prepared in compliance with Subpart 1300 of Regulation S-K adopted by the SEC and represent the amount of gold, copper, silver, lead, zinc and molybdenum estimated, at December 31, 2022, could be economically and legally extracted or produced at the time of the reserve determination. The term “economically,” as used in this definition, means that profitable extraction or production has been established or analytically demonstrated in at a minimum, a pre-feasibility study to be viable and justifiable under reasonable investment and market assumptions. The term “legally,” as used in this definition, does not imply that all permits needed for mining and processing have been obtained or that other legal issues have been completely resolved. However, for a reserve to exist, Newmont (or our joint venture partners) must have a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues necessary for mining and processing at a particular deposit will be accomplished in the ordinary course and in a timeframe consistent with Newmont’s (or our joint venture partner’s) current mine plans. Reserves in this presentation are aggregated from the proven and probable classes. The term “Proven reserves” used in the tables of the appendix means reserves for which (a) quantity is estimated from dimensions revealed in outcrops, trenches, workings or drill holes; (b) grade and/or quality are estimated from the results of detailed sampling; and (c) the sites for inspection, sampling and measurements are spaced so closely and the geologic character is sufficiently defined that size, shape, depth and mineral content of reserves are well established. The term “Probable reserves” means reserves for which quantity and grade are estimated from information similar to that used for Proven reserves, but the sites for sampling are farther apart or are otherwise less closely spaced. The degree of assurance, although lower than that for Proven reserves, is high enough to assume continuity between points of observation. Newmont classifies all reserves as Probable on its development projects until a year of production has confirmed all assumptions made in the reserve estimates. Proven and Probable reserves include gold, copper, silver, zinc, lead or molybdenum attributable to Newmont’s ownership or economic interest. Proven and Probable reserves were calculated using cut-off grades. The term “cutoff grade” means the lowest grade of mineralized material considered economic to process. Cut-off grades vary between deposits depending upon prevailing economic conditions, mineability of the deposit, by-products, amenability of the ore to gold, copper, silver, zinc, lead or molybdenum extraction and type of milling or leaching facilities available.

Estimates of Proven and Probable reserves are subject to uncertainty. Such estimates are, or will be, to a large extent, based on the prices of gold, silver, copper, zinc, lead and molybdenum and interpretations of geologic data obtained from drill holes and other exploration techniques, which data may not necessarily be indicative of future results. If our reserve estimations are required to be revised using significantly lower gold, silver, zinc, copper, lead and molybdenum prices as a result of a decrease in commodity prices, increases in operating costs, reductions in metallurgical recovery or other modifying factors, this could result in material write-downs of our investment in mining properties, goodwill and increased amortization, reclamation and closure charges. Producers use pre-feasibility and feasibility studies for undeveloped ore bodies to derive estimates of capital and operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the predicted configuration of the ore body, expected recovery rates of metals from the ore, the costs of comparable facilities, the costs of operating and processing equipment and other factors. Actual operating and capital cost and economic returns on projects may differ significantly from original estimates. Further, it may take many years from the initial phases of exploration until commencement of production, during which time, the economic feasibility of production may change.

Estimates of resources are subject to further exploration and development, are subject to additional risks, and no assurance can be given that they will eventually convert to future reserves. Inferred resources, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume that any part of all of the Inferred resource exists or is economically or legally mineable. The Company cannot be certain that any part or parts of the resource will ever be converted into reserves. In addition, if the price of gold, silver, copper, zinc, lead or molybdenum declines from recent levels, if production costs increase, grades decline, recovery rates decrease or if applicable laws and regulations are adversely changed, the indicated level of recovery may not be realized or mineral reserves or resources might not be mined or processed profitably. If we determine that certain of our mineral reserves or resources have become uneconomic, this may ultimately lead to a reduction in our aggregate reported mineral reserves

2023 Proxy Statement 129

TABLE OF CONTENTS

Annex A

and resources. Consequently, if our actual mineral reserves and resources are less than current estimates, our business, prospects, results of operations and financial position may be materially impaired. For additional information see the “Proven and Probable Reserve” and “Measured and Indicated and Inferred Resource” tables, in the Company’s Form 10-K for the year-ended December 31, 2022, filed on February 23, 2023, with the SEC.

Note Regarding Forward-Looking Statements: Forward-looking statements may appear in this proxy statement. Certain statements, other than purely historical information, including estimates, projections, statements relating to our plans, objectives and expected results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “target,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements in this proxy statement may include, without limitation, estimates of outlook, including expected financial and operating results, expectations regarding full potential savings, value creation, synergies and other efficiencies, expectations regarding project execution including without limitation IRR, expectations regarding portfolio optimization, investments or divestitures, expectations regarding future mineralization, expectations regarding future dividends, annualized dividends, dividend framework, yield and payment levels, and expectations regarding COVID-19 and other emergencies. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” of our Form 10-K for the year-ended December 31, 2022, filed with the SEC, available on the SEC website or www.newmont.com. The Company undertakes no obligation to update or revise publicly any forward-looking statements.

Note Regarding Future Dividends. Future dividends, including 2023 dividends and beyond, have not yet been approved or declared by the Board of Directors. Management’s expectations with respect to future dividends and the dividend framework are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Investors are cautioned that such statements with respect to future dividends are non-binding. The declaration and payment of future dividends remain at the discretion of the Board of Directors and will be determined based on Newmont’s financial results, balance sheet strength, cash and liquidity requirements, future prospects, gold and commodity prices, and other factors deemed relevant by the Board. The Board of Directors reserves all powers related to the declaration and payment of dividends. Consequently, in determining the dividend to be declared and paid on the common stock of the Company, the Board of Directors may revise or terminate the payment level at any time without prior notice. As a result, investors should not place undue reliance on such statements.

Note regarding World-class asset. World-class asset as used herein is defined as +500k GEO’s/year consolidated, , average AISC/oz in the lower half of the industry cost curve and a mine life >10 years in countries that are classified in the A and B rating ranges for each of Moody’s, S&P and Fitch.

Note regarding Gold equivalent ounces (GEOs). Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($3.25/lb.), Silver ($23.00/oz.), Lead ($0.95/lb.) and Zinc ($1.15/lb.) pricing for 2022.

Third-Party Data. Where indicated, this document contains data provided by a third-party source. Third party providers generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While Newmont believes that such information has been prepared by a reputable source, Newmont has not independently verified the data contained therein. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data.

130 Newmont Corporation

TABLE OF CONTENTS

[MISSING IMAGE: tm2231936d1-cv_obc4c.jpg]

TABLE OF CONTENTS

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Your vote matters – here’s how to vote!You may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/NEM or scan the QR code — login details are located in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and CanadaSave paper, time and money! Sign up for electronic delivery at www.envisionreports.com/NEM 1.Election of Directors. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qFor Withhold AbstainFor Withhold AbstainFor Withhold Abstain+ 01 - Patrick G. Awuah, Jr. 04 - Maura J. Clark07 - José Manuel Madero 02- Gregory H. Boyce 05 - Emma FitzGerald 08 - René Médori 03- Bruce R. Brook06 - Mary A. Laschinger 09 - Jane Nelson 10- Tom Palmer 11- Julio M. Quintana 12- Susan N. Story 2.Approval of the advisory resolution on Newmont’s executive compensation.1 Year ForAgainst Abstain 2 Years 3 Years Abstain 3.Ratification of the Audit Committee’s appointment of Ernst and Young LLP as Newmont’s independent registered public accounting firm for the fiscal year 2023. ForAgainst Abstain 4.Advisory vote on the frequency of future advisory votes on executive

compensation.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.

TABLE OF CONTENTS

The 2023 Annual Meeting of Stockholders of Newmont Corporation will be held onWednesday, April 26, 2023, 7:30 A.M. Mountain Daylight Time, virtually via the internet at www.meetnow.global/MFSCLWY.To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.Important notice regarding the Internet availability of proxy materials for the 2023 Annual Meeting of Stockholders.The 2023 Proxy Statement and the 2022 Annual Report on Form 10-K to Stockholders are available at: www.envisionreports.com/NEMq IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q+PROXY FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, APRIL 26, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF NEWMONT CORPORATIONThe undersigned, a holder of record of shares of common stock, par value $1.60 per share, of Newmont Corporation (the “Corporation”) at the close of business on February 27, 2023 (the “Record Date”), hereby appoints Nancy Lipson and Logan Hennessey, and each or either of them, the proxy or proxies of the undersigned, with full power of substitution and revocation, to represent the undersigned and to vote all shares of the common stock of the Corporation that the undersigned is entitled to vote at the 2023 Annual Meeting of Stockholders of the Corporation to be held virtually on Wednesday, April 26, 2023 at 7:30 a.m. Mountain Daylight Time, and any adjournment thereof, upon the matters listed on the reverse side hereof.The proxies cannot vote your shares unless you vote by mail, Internet or telephone. To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. To vote by Internet or telephone, please follow the instructions on the reverse side hereof. Your Internet or telephone vote authorizes the proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.THE PROXIES WILL VOTE: (1) AS YOU SPECIFY ON A MATTER LISTED ON THE REVERSE SIDE HEREOF, (2) AS THE BOARD OF DIRECTORS RECOMMENDS WHERE YOU DO NOT SPECIFY YOUR CHOICE ON A MATTER LISTED ON THE REVERSE SIDE HEREOF, AND (3) AS THE PROXIES DECIDE ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.The undersigned hereby authorizes the proxies, in their discretion, to vote on any other business which may properly be brought before the meeting or any adjournment thereof. Proxies can only be given by the Corporation’s common stockholders

of record on the Record Date. Please sign your name below exactly as it appears on your stock certificate(s) on the Record Date or on the label affixed hereto. When the shares of the Corporation’s common stock are held of record by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or authorized officer. If a partnership, please sign in partnership name by authorized person. The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders, the 2023 Proxy Statement and the 2022 Annual Report on Form 10-K to Stockholders.(Items to be voted appear on reverse side)Change of Address — Please print new address below.Comments — Please print your comments below.Meeting AttendanceMark box to the right if you plan to attend the Annual Meeting.

false DEF 14A 0001164727 0001164727 2022-01-01 2022-12-31 0001164727 2021-01-01 2021-12-31 0001164727 2020-01-01 2020-12-31 0001164727 nem:StockAwardsValueInCompensationTableForTheApplicableYearMember ecd:PeoMember 2022-01-01 2022-12-31 0001164727 nem:StockAwardsValueInCompensationTableForTheApplicableYearMember ecd:PeoMember 2021-01-01 2021-12-31 0001164727 nem:StockAwardsValueInCompensationTableForTheApplicableYearMember ecd:PeoMember 2020-01-01 2020-12-31 0001164727 nem:StockAwardsValueInCompensationTableForTheApplicableYearMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001164727 nem:StockAwardsValueInCompensationTableForTheApplicableYearMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001164727 nem:StockAwardsValueInCompensationTableForTheApplicableYearMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001164727 nem:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:PeoMember 2022-01-01 2022-12-31 0001164727 nem:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:PeoMember 2021-01-01 2021-12-31 0001164727 nem:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:PeoMember 2020-01-01 2020-12-31 0001164727 nem:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001164727 nem:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001164727 nem:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001164727 nem:ChangeInFairValueOfOutstandingAndUnvestedAwardsGrantedInPriorFiscalYearsMember ecd:PeoMember 2022-01-01 2022-12-31 0001164727 nem:ChangeInFairValueOfOutstandingAndUnvestedAwardsGrantedInPriorFiscalYearsMember ecd:PeoMember 2021-01-01 2021-12-31 0001164727 nem:ChangeInFairValueOfOutstandingAndUnvestedAwardsGrantedInPriorFiscalYearsMember ecd:PeoMember 2020-01-01 2020-12-31 0001164727 nem:ChangeInFairValueOfOutstandingAndUnvestedAwardsGrantedInPriorFiscalYearsMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001164727 nem:ChangeInFairValueOfOutstandingAndUnvestedAwardsGrantedInPriorFiscalYearsMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001164727 nem:ChangeInFairValueOfOutstandingAndUnvestedAwardsGrantedInPriorFiscalYearsMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001164727 nem:ChangeInFairValueAsOfVestingDateOfPriorYearAwardsGrantedInPriorFiscalYearVestedDuringFiscalYearMember ecd:PeoMember 2022-01-01 2022-12-31 0001164727 nem:ChangeInFairValueAsOfVestingDateOfPriorYearAwardsGrantedInPriorFiscalYearVestedDuringFiscalYearMember ecd:PeoMember 2021-01-01 2021-12-31 0001164727 nem:ChangeInFairValueAsOfVestingDateOfPriorYearAwardsGrantedInPriorFiscalYearVestedDuringFiscalYearMember ecd:PeoMember 2020-01-01 2020-12-31 0001164727 nem:ChangeInFairValueAsOfVestingDateOfPriorYearAwardsGrantedInPriorFiscalYearVestedDuringFiscalYearMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001164727 nem:ChangeInFairValueAsOfVestingDateOfPriorYearAwardsGrantedInPriorFiscalYearVestedDuringFiscalYearMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001164727 nem:ChangeInFairValueAsOfVestingDateOfPriorYearAwardsGrantedInPriorFiscalYearVestedDuringFiscalYearMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001164727 nem:AdjustmentsForEquityAwardsFailedToMeetPerformanceConditionsMember ecd:PeoMember 2021-01-01 2021-12-31 0001164727 nem:AdjustmentsForEquityAwardsFailedToMeetPerformanceConditionsMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001164727 nem:DividendsOrOtherEarningsPaidOnEquityAwardsNotOtherwiseReflectedInFairValueMember ecd:PeoMember 2022-01-01 2022-12-31 0001164727 nem:DividendsOrOtherEarningsPaidOnEquityAwardsNotOtherwiseReflectedInFairValueMember ecd:PeoMember 2021-01-01 2021-12-31 0001164727 nem:DividendsOrOtherEarningsPaidOnEquityAwardsNotOtherwiseReflectedInFairValueMember ecd:PeoMember 2020-01-01 2020-12-31 0001164727 nem:DividendsOrOtherEarningsPaidOnEquityAwardsNotOtherwiseReflectedInFairValueMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001164727 nem:DividendsOrOtherEarningsPaidOnEquityAwardsNotOtherwiseReflectedInFairValueMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001164727 nem:DividendsOrOtherEarningsPaidOnEquityAwardsNotOtherwiseReflectedInFairValueMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001164727 nem:ChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember ecd:PeoMember 2022-01-01 2022-12-31 0001164727 nem:ChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember ecd:PeoMember 2021-01-01 2021-12-31 0001164727 nem:ChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember ecd:PeoMember 2020-01-01 2020-12-31 0001164727 nem:ChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001164727 nem:ChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001164727 nem:ChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001164727 nem:PensionAdjustmentsServiceCostMember ecd:PeoMember 2022-01-01 2022-12-31 0001164727 nem:PensionAdjustmentsServiceCostMember ecd:PeoMember 2021-01-01 2021-12-31 0001164727 nem:PensionAdjustmentsServiceCostMember ecd:PeoMember 2020-01-01 2020-12-31 0001164727 nem:PensionAdjustmentsServiceCostMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001164727 nem:PensionAdjustmentsServiceCostMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001164727 nem:PensionAdjustmentsServiceCostMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0001164727 2022-12-31 0001164727 2021-12-31 0001164727 2020-12-31 0001164727 2019-12-31 0001164727 2020-02-05 0001164727 2020-02-26 0001164727 2020-02-27 0001164727 2020-07-27 0001164727 2020-07-28 0001164727 2021-02-22 0001164727 2021-02-24 0001164727 2021-02-25 0001164727 2021-02-26 0001164727 2021-07-26 0001164727 2022-02-22 0001164727 2022-02-24 0001164727 2022-02-25 0001164727 nem:TwentyTwentyPlanMember 2022-07-26 0001164727 nem:TwentyThirteenPlanMember 2022-07-26 0001164727 nem:PensionAdjustmentsServiceCostMember 2020-01-01 2020-12-31 0001164727 2020-01-01 2022-03-25 0001164727 2022-03-26 2022-12-31 0001164727 nem:MrTaboltMember 2022-01-01 2022-12-31 0001164727 nem:MrTaboltMember 2021-01-01 2021-12-31 0001164727 nem:MrTaboltMember 2020-01-01 2020-12-31 0001164727 nem:MrAtkinsonMember 2021-01-01 2021-12-31 0001164727 nem:MrAtkinsonMember 2020-01-01 2020-12-31 0001164727 nem:MrTothMember 2022-01-01 2022-12-31 0001164727 nem:MrTothMember 2021-01-01 2021-12-31 0001164727 nem:MrTothMember 2020-01-01 2020-12-31 0001164727 nem:MrGottesfeldMember 2022-01-01 2022-12-31 0001164727 nem:MrEngelMember 2022-01-01 2022-12-31 0001164727 nem:MrEngelMember 2021-01-01 2021-12-31 0001164727 ecd:PeoMember 2022-01-01 2022-12-31 0001164727 ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0001164727 1 2022-01-01 2022-12-31 0001164727 2 2022-01-01 2022-12-31 0001164727 3 2022-01-01 2022-12-31 iso4217:USD xbrli:pure iso4217:USD xbrli:shares

TABLE OF CONTENTS

LETTER TO STOCKHOLDERS NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS TABLE OF CONTENTS ABOUT NEWMONT CORPORATION PROXY VOTING SUMMARY PROPOSAL ONE ELECTION OF DIRECTORS Voting for Directors print Majority of Votes Cast Standard for the Election of Directors print Director Nominee Overview print Board Diversity print Director Skills and Qualifications print 2023 Director Nominees print Independence of Directors print COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE Committee Membership print Other Committees print CORPORATE GOVERNANCE Key Corporate Governance Practices print Corporate Governance Guidelines and Charters print Director Orientation and Education print Board Leadership and Independent Chair print Board Oversight of Risk Management print Board, Committee and Director Assessment print Process for Selecting New Directors print Board Size print Retirement Age, Tenure and Board Refreshment print Proxy Access print Stakeholder Outreach print Communications with Stockholders or Interested Parties print Code of Conduct print Related Person Transactions print Independent Compensation Consultant print Executive Compensation Risk Assessment print Leadership Development and Compensation Committee Interlocks and Insider Participation print Director Compensation print Director Compensation for Fiscal 2022 print Outstanding Awards print Director Share Ownership Guidelines print PROPOSAL TWO ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION

Customer name	Ticker
Brunswick Corporation	BC
Cummins Inc.	CMI
EMCORE Corporation	EMKR
Emerson Electric Co.	EMR
Fluor Corporation	FLR
Fortune Brands Home & Security, Inc.	FBHS
Fortune Brands Home & Security, Inc.	FBHS
Freeport-McMoRan Inc.	FCX
Hubbell Incorporated	HUBB
KB Home	KBH
KLA Corporation	KLAC
Lear Corporation	LEA
Maxim Integrated Products, Inc.	MXIM
M.D.C. Holdings, Inc.	MDC
Micron Technology, Inc.	MU
NVIDIA Corporation	NVDA
Rockwell Automation, Inc.	ROK
Sanmina Corporation	SANM
Stanley Black & Decker, Inc.	SWK
Tiffany & Co.	TIF
Toll Brothers, Inc.	TOL

Supplier name	Ticker
Honeywell International Inc.	HON
3M Company	MMM
Illinois Tool Works Inc.	ITW
Deere & Company	DE
Raytheon Technologies Corporation	RTX
Ecopetrol S.A.	EC
Air Products and Chemicals, Inc.	APD
Dow Inc.	DOW

March to July

Engage & Review

▶

Initiate shareholder outreach and review feedback

▶

Review Say-On-Pay results, including feedback provided by proxy advisory firms

▶

Review market trends and best practices

▶

Conduct 3 rd party compensation risk assessment audit

August to February

Evaluate & Design

▶

Assess LDCC charter and conduct Committee self-evaluation

▶

Conduct compensation market competitiveness assessment

▶

Review compensation philosophy and objectives, ensuring alignment to Company purpose

▶

Review updates to governance protocols

▶

Evaluate annual short-term and long-term incentive designs, metrics, and targets

▶

Design options for following year’s NEO’s performance goals

▶

Discuss following year’s target compensation for NEOs

December to March

Assess & Recommend

▶

Evaluate Company performance against goals and approve incentive payout levels

▶

Evaluate individual performance against goals and approve incentive payout levels for the CEO and executive officers for that component

▶

The prior year’s annual Company performance incentive is determined and granted in Q1 to align with when the full year’s Company performance is determined and reported

▶

The current year’s incentive programs are determined, and the long-term incentives are granted in Q1 to align with when the Company’s current year goals and performance objectives are determined

Ongoing Actions

▶

Review and assess the Company’s human capital management activities, including culture, progress toward I&D objectives, and talent development

▶

Review, assess, and develop leadership pipeline

▶

Ensure strong governance over executive compensation programs

▶

Assess Company and executive officer performance against annual goals